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, 2023
To our shareholders:
Kazuhiko Takata
President and Representative Director
Yokogawa Bridge Holdings Corp.
4-4-44, Shibaura, Minato-ku, Tokyo

Notice of the 159th Annual General Meeting of Shareholders
Please be advised that the 159th Annual General Meeting of Shareholders of Yokogawa Bridge Holdings Corp. (the“Company”) will be held as described below.
If you will not attend the meeting in person, you may exercise your voting rights in writing or via the Internet, etc.
Please examine the Reference Documents for General Meeting of Shareholders, and exercise your voting rights by
5:30 p.m. on Tuesday, June 27, 2023 (JST).
When convening the General Meeting of Shareholders, the Company takes measures for providing information that
constitutes the content of Reference Documents for the General Meeting of Shareholders, etc. (items for whichmeasures for providing information in electronic format are to be taken) in electronic format, and posts thisinformation on the Company’s website. Please access the Company’s website by using the Internet address shown
below to review the information.
The Company’s website: https://www.ybhd.co.jp/ir/convocation-notice.html (in Japanese)
In addition to posting matters subject to measures for electronic provision on the website above, the Company also
posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). To access this information from thelatter website, access the TSE website (Listed Company Search) by using the internet address shown below, enter
the issue name (Yokogawa Bridge Holdings) or code (5911), and click “Search,” and then click “Basic
information” and select “Documents for public inspection/PR information.”
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
1. Date and Time: Wednesday, June 28, 2023, at 10:00 a.m. (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 159th fiscal year (from April 1,
2022 to March 31, 2023) 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 159th fiscal year (from April 1, 2022 to March 31,
2023)
Matters to be resolved:
Proposal No. 1
Dividends of Surplus
Proposal No. 2
Election of Nine Directors
Proposal No. 3
Election of Two Audit & Supervisory Board Members
Proposal No. 4
Partial Amendment of the Annual Bonus Plan for Directors
Proposal No. 5
Partial Amendment of the Stock-based Compensation Plan for Directors-1-

- Please hand in the voting form at the reception when you attend the meeting in person.
- For this General Meeting of Shareholders, paper-based documents stating matters for which measures for providing information inelectronic format are to be taken will be delivered to all shareholders regardless of whether they have made a request for deliveryof such documents. Among the matters subject to measures for electronic provision, in accordance with the provisions of laws andregulations and Article 15 of the Articles of Incorporation of the Company, the following matters are not provided in the paperbased documents delivered to shareholders.
(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 consolidated financial statements and financial statements included in the document to be sent to you are among
those subject to audits conducted by the Audit & Supervisory Board Members and the Financial Auditor.
- If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of the matters
before and after the revisions will be posted on the Company’s aforementioned website and the TSE 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 addition, the Company aims tomaintain a dividend payout ratio of 30% or more and a trend of increasing dividends in the 6th Medium-Term
Management Plan (FY2022-2024). Based on these policies, the Company has revised the year-end dividend to ¥45
per share, up ¥5 from the planned ¥40 per share. Together with the interim dividend, this will bring the total annual
dividend to ¥85 per share, an increase of ¥10 over the previous year’s dividend.
(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 ¥45 per common share of the Company.
In this event, the total dividends will be ¥1,851,471,090.
(3) Effective date of dividends of surplus
June 29, 2023

-3-

Proposal No. 2

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
Name
No.
1
Kazuhiko Takata

Current position and responsibilities in the Company
President (Representative Director)
Director and Managing Executive Officer
Head of DX Promotion Office, in charge of Finance and IR
Office and Accounting Division
Director and Managing Executive Officer
Head of Information Planning Office, in charge of Technology
Management Office, General Technology Research Laboratory,
and New Business Development OfficeDirector and Executive Officer
In charge of the General Affairs Division
Director and Executive Officer
Executive Officer
In charge of Procurement Office, overall safety and quality
control2

Hidenori Miyamoto

3

Akira Kobayashi

4

Akihito Yoshida5

Kazuya Kuwahara

6

Yuzuru Nakamura

7

Kazunori Kuromoto

Outside Director

8

Reiko Amano

Outside Director

9

Hidema Jinno–

Candidate
attribute
Reelection
Reelection

Reelection

Reelection
Reelection
New election
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. 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, Senior
General Manager of Technology Headquarters,
and in charge of Safety and Quality Control
Office of 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.
June 2016
Managing Director, Senior General Manager ofKazuhiko Takata
Operations Headquarters, General Manager of(June 11, 1959)
General Affairs Division I, Senior General
Manager of Technology Headquarters and Head
Reelectionof Safety and Quality Control Office of
21,111 shares
Yokogawa Bridge Corp.
Attendance at Board ofOct. 2017Managing Director, Senior General Manager of
Directors meetings
Operations Headquarters, and Senior General(13 out of 13 meetings)
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.
June 2022
Director of Yokogawa Bridge Corp. (current
position)(to the present)[Significant concurrent positions outside the Company]
None
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 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 Directorof the Company in expectation of his continued contribution to further enhancement of the corporate value of theGroup.

-5-

Candidate
No.

Name (Date of birth)

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

2

3

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
Hidenori Miyamoto
June 2020
Managing Director and in charge of Finance(February 23, 1962)and IR Office and Accounting Division
Apr. 2021
Managing Director, Head of DX Promotion
Reelection
9,194 shares
Office, and in charge of Finance and IR Officeand Accounting Division
Attendance at Board ofApr. 2022
Director, Managing Executive Officer, Head of
Directors meetings
DX Promotion Office, and in charge of Finance(13 out of 13 meetings)
and 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. 1982
Joined the Company
June 2014
Director and General Manager of Information
System Division of Yokogawa New Life Corp.
June 2016
Director of Yokogawa Techno-Information
Service Inc.
June 2017
Director of the Company
President and Representative Director of
Yokogawa Techno-Information Service Inc.
June 2020
Director, in charge of General Technology
Research Laboratory of the Company
Representative Director, President andAkira Kobayashi
Executive Officer of Yokogawa Techno(October 14, 1959)
Information Service Inc. (current position)
Reelection
Apr. 2021
Director and Head of Information Planning
9,204 shares
Office, in charge of General Technology
Attendance at Board of
Research Laboratory of the Company
Directors meetings
Apr. 2022
Director, Executive Officer, and Head of(13 out of 13 meetings)
Information Planning Office, in charge ofGeneral Technology Research Laboratory of theCompany
Apr. 2023
Director, Managing Executive Officer, Head ofInformation Planning Office, and in charge ofGeneral Technology Research Laboratory of theCompany (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.

-6-

Candidate
No.

Name (Date of birth)

Career summary, position, and responsibilities in the Company
Apr. 1987
Oct. 2008

4

Number of theCompany’s shares
ownedJoined the Company
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
Yokogawa Bridge Corp.
June 2020
Director, Managing Executive Officer, Senior
General Manager of General Affairs
Akihito Yoshida
Headquarters, Senior General Manager of(July 24, 1962)
Technology Headquarters, and in charge ofAdvanced Engineering Business Division ofReelection
6,520 shares
Yokogawa Bridge Corp.
Attendance at Board ofApr. 2022
Director and President, Executive Officer of
Directors meetings
Yokogawa Bridge Corp.
(10 out of 10 meetings)
Executive Officer of the Company
Jun. 2022
President and Representative Director, andExecutive Officer of Yokogawa Bridge Corp.
(current position)
Director and Executive Officer of the Company
Apr. 2023
Director, Executive Officer, and in charge ofthe General Affairs Division 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.
Reasons for nomination as candidate for Director
Akihito Yoshida has been involved in the management of the bridge business as Director of the Company and
Representative Director, President and Executive Officer of a Group company, and has a wealth of experience andachievements 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 thecorporate value of the Group.

-7-

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
10,582 shares
Apr. 2020
Managing Director and Head of ICT Promotion
Office of Yokogawa System Buildings Corp.
Attendance at Board ofJune 2020
Director of the Company
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 the Company(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.

-8-

Candidate
No.

Name (Date of birth)

Career summary, position, and responsibilities in the Company
Apr. 1984
Oct. 2007

6

Number of theCompany’s shares
ownedJoined Yokogawa Construction Co., Ltd.
General Manager of Sales Division II, Bridge
Headquarters of Yokogawa Construction Co.,
Ltd.
Oct. 2010
Administrative Officer, General Manager ofCivil Engineering Department, Tokyo
Construction Headquarters of Yokogawa
Construction Co., Ltd.
June 2012
Director, Deputy General Manager of Tokyo
Construction Headquarters and General
Manager of Civil Engineering Department of
Yokogawa Construction Co., Ltd.
Oct. 2012
Director, in charge of Design Department,
Planning and Estimation Department, andConstruction Department, Tokyo Branch of
Yokogawa Construction Co., Ltd.
Oct. 2015
Director, Deputy General Manager of Bridge
Construction Headquarters of Yokogawa Bridge
Yuzuru Nakamura
Corp.
(May 14, 1961)
June 2016
Director, Deputy General Manager of Bridge
New election
Construction Headquarters, General Manager
7,000 sharesof Construction Division II and General
Attendance at Board ofManager of Equipment Division of Yokogawa
Directors meetings
Bridge Corp.
n/aApr. 2018
Director, General Manager of Tokyo
Construction Division of Yokogawa Bridge
Corp.
June 2019
Managing Director and General Manager,
Tokyo Construction Division of Yokogawa
Bridge Corp.
June 2020
Director, Managing Executive Officer, General
Manager of Tokyo Construction Division of
Yokogawa Bridge Corp.
Apr. 2022
Director, Executive Vice President, General
Manager of Tokyo Construction Division andGeneral Manager of Overseas Business Dept.
of Yokogawa Bridge Corp. (current position)
Executive Officer of the Company (current
position)(to the present)[Significant concurrent positions outside the Company]
None
Reasons for nomination as candidate for Director
Yuzuru Nakamura has been involved in the management of the Company in the bridge business as Director andExecutive Vice President of a Group company, and has a wealth of experience, achievements and broad knowledge ofoverall management. The Company, therefore, has appointed him as a candidate for election as Director of theCompany in expectation of his continued contribution to further enhancement of the corporate value of the Group.

-9-Candidate
No.

Name (Date of birth)

Career summary, position, and responsibilities in the Company
Apr. 1980
Apr. 2008

7

Number of theCompany’s shares
ownedJoined Komatsu Ltd.
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.
June 2013
Director, Senior Executive Officer (Jomu), andReelection
President of Mining Business Unit and ICT
OutsideBusiness Unit of Komatsu Ltd.
1,500 shares
Independent
Apr. 2016
Director and Senior Executive Officer (Senmu)
of Komatsu Ltd.
Attendance at Board ofJune 2018
Advisor of Komatsu Ltd. (current position)
Directors meetings
Apr. 2020
Trustee, Kanazawa University, a national(13 out of 13 meetings)
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.
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.

- 10 -

Candidate
No.

Name (Date of birth)

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

8

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 andReiko Amano
Disaster Resilience (Independent(January 21, 1954)
Administrative Agency) (currently administeredas National Research and Development
Reelection
Agency)Outside900 shares
Independent
Apr. 2015
Auditor of the National Institute forEnvironmental Studies (National Research andAttendance at Board ofDevelopment Agency)
Directors meetings
Apr. 2016
Executive Director of the National Research(13 out of 13 meetings)
Institute for Earth Science and Disaster
Resilience (National Research andDevelopment 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)
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[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.

- 11 -

Candidate
No.

Name (Date of birth)

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

9

Notes:

Number of theCompany’s shares
ownedJoined Sumitomo Marine & Fire Insurance Co.,
Ltd. (currently Mitsui Sumitomo Insurance
Company, Limited)
Hidema Jinno
Apr. 2015
Executive Officer, General Manager of Risk
(August 1, 1960)
Management Dept. of MS&AD InsuranceGroup Holdings, Inc.
New election
Apr. 2019
Executive Officer of MS&AD Insurance Group
OutsideHoldings, Inc.
600 shares
Independent
June 2019
Full-time Audit & Supervisory Board Memberof MS&AD Insurance Group Holdings, Inc.
Attendance at Board of(current position) (scheduled to retire in June
Directors meetings
2023)
n/a
(to the present)[Significant concurrent positions outside the Company]
None[Reasons for nomination as candidate for Outside Director and outline of expected roles]
Hidema Jinno has served in a number of positions, including Executive Officer of MS&AD Insurance Group Holdings,
Inc., during his career. The Company, therefore, has appointed him as a candidate for 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 experience and extensive insight.
1. There is no special interest between any of the candidates and the Company.
2. Kazunori Kuromoto, Reiko Amano, and Hidema Jinno are the candidates for Outside Directors.
3. Kazunori Kuromoto and Reiko Amano are currently Outside Directors of the Company. Kazunori Kuromoto will havebeen in office for three years, and Reiko Amano, two years, respectively as of the conclusion of this Annual General
Meeting of Shareholders.
4. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into agreementswith Kazunori Kuromoto and Reiko Amano to limit their liability as provided for in Article 423, paragraph (1) of thesame Act. The maximum amount of liability for damages under these agreements is the amount stipulated by laws andregulations, and the Company plans to continue the agreements with each Director if each is reelected and assumes
office as a Director. If Hidema Jinno is elected and assumes office as Director, the Company will enter into a similar
agreement to limit his liability.
5. 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 theinsured, 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, thesaid insurance agreement shall compensate for legal compensation for damages, dispute expenses and other related costs
to be borne by the insured, 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 theagreement with details of the same degree at the time of next renewal.
6. The Company has submitted notification to the Tokyo Stock Exchange that Kazunori Kuromoto and Reiko Amano 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, Hidema Jinno satisfies the requirements of an Independent Officer as provided for by
the aforementioned exchange. If he is elected and assumes office as Director, he will be appointed as an Independent
Officer. Until September 2014, Reiko Amano served as a person executing business in Kajima Corporation, a businessassociate 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 her capable ofperforming the role of Outside Director from an independent standpoint.
7. The attendance of Akihito Yoshida at the Board of Directors meetings includes only the meetings held after his
appointment on June 28, 2022.

- 12 -

Proposal No. 3

Election of Two Audit & Supervisory Board Members

The terms of office of Audit & Supervisory Board Members Ryogo Hirokawa and Kazunori Yagi will expire at theconclusion of this meeting. Therefore, the Company proposes the election of two Audit & Supervisory Board
Members.
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
Name
No.
1
Ryogo Hirokawa
2

Shoji Osaki

Current position in the Company
Full-time Audit & Supervisory Board Member–

Reelection: Candidate for reelection as Audit & Supervisory Board Member
New election: Candidate for new Audit & Supervisory Board Member
Outside: Candidate for Outside Audit & Supervisory Board Member
Independent: Independent officer as provided for by the securities exchange- 13 -

Candidate
attribute
Reelection
New election
OutsideIndependent

Candidate
No.

Name (Date of birth)

Career summary and position
Apr. 1984
Oct. 2009

1

Number of theCompany’s shares
ownedJoined the Company
General Manager of Sales Division I, Bridge
Sales Headquarters of Yokogawa Bridge Corp.
Oct. 2010
Head (General Manager) of Quantity Survey
Center, Bridge Sales Headquarters of
Yokogawa Bridge Corp.
Oct. 2013
Administrative Officer and Head of Quantity
Ryogo Hirokawa
Survey Center, Bridge Sales Headquarters of(January 9, 1959)
Yokogawa Bridge Corp.
Nov. 2014
Administrative Officer and Head of Steel
Reelection
Structures Maintenance Business Office of
Yokogawa Bridge Corp.
9,000 shares
Attendance at Board of
Directors meetings
Oct. 2015
Administrative Officer and General Manager of(13 out of 13 meetings)
Sales Division, Maintenance Business
Attendance at Audit &Headquarters of Yokogawa Bridge Corp.
Supervisory Board meetings
July 2016
Administrative Officer and General Manager of(15 out of 15 meetings)
Tokyo Sales Division II, Bridge Sales
Headquarters of Yokogawa Bridge Corp.
June 2018
Full-time Audit & Supervisory Board Memberof the Company (current position)(to the present)[Significant concurrent positions outside the Company]
None[Reasons for nomination as candidate for Audit & Supervisory Board Member]
Ryogo Hirokawa has worked in important positions in the Sales Division of the Group for many years and has broad
knowledge of the overall business operations of the Group. The Company, therefore, has appointed him as a candidate
for reelection as an Audit & Supervisory Board Member, in expectation that he will utilize his knowledge andexperience in strengthening the Company’s auditing system.

- 14 -

Candidate
No.

Name (Date of birth)

Career summary and position
Apr. 1979
Mar. 2005

2

Notes:

Number of theCompany’s shares
ownedJoined Sapporo Breweries Ltd.
General Manager of Wine & Liquor Division of
Sapporo Breweries Ltd. and Director of
Sapporo Wine Co., Ltd.
Mar. 2006
General Manager of Wine & Liquor Division of
Sapporo Breweries Ltd., Director of Sapporo
Wine Co., Ltd., and President andRepresentative Director of YEBISU
WINEMART CO., LTD.
Shoji Osaki
Mar. 2010
Executive Officer and General Manager of(August 17, 1955)
Tokai Hokuriku Division of Sapporo Breweries
Ltd.
New election
Mar. 2012
Full-time Audit & Supervisory Board Member
Outsideof Sapporo Beverage Co., Ltd. and Audit &Independent
Supervisory Board Member of Sapporo
0 shares
Breweries Ltd., Sapporo Group Management
Attendance at Board ofLtd., and Sapporo International Inc.
Directors meetings
n/aMar. 2013
Full-time Audit & Supervisory Board Member
Attendance at Audit &of Pokka Sapporo Food & Beverage Ltd.
Supervisory Board meetings
Mar. 2015
Full-time Audit & Supervisory Board Member
n/aof Sapporo Holdings Ltd.
Mar. 2019
Outside Director of OYO Corporation (current
position)
June 2020
Outside Audit & Supervisory Board Member ofHaruna Beverage Inc. (current position)(to the present)[Significant concurrent positions outside the Company]
Outside Director of OYO Corporation
Outside Corporate Auditor of Haruna Beverage Inc.
[Reasons for nomination as candidate for Outside Audit & Supervisory Board Member]
Shoji Osaki has served as an Officer of Sapporo Breweries, Ltd. and as an outside Officer of other companies, and has
extensive knowledge of management in general, which can be utilized in strengthening the Company’s auditing
systems. Therefore, the Company nominated him as candidate for outside Audit & Supervisory Board Member.
1. There is no special interest between any of the candidates and the Company.
2. Shoji Osaki is a candidate for Outside Audit & Supervisory Board Member.
3. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into anagreement with Ryogo Hirokawa 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 Shoji Osaki is elected and assume office as Audit & Supervisory Board Member, the Company will enter
into a similar agreement to limit his liability.
4. 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 theinsured during the policy period because of an action conducted by the insured as duties of the Company’s officer,
including the portions under special clauses, the said insurance agreement shall compensate for legal compensation fordamages, dispute expenses and other related costs to be borne by the insured. If each of the candidates is reelected andassumes office as Audit & Supervisory Board Member, he or she will be included as an insured 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.
5. Further, Shoji Osaki satisfies the requirements of an Independent Officer as provided for by the aforementioned
exchange. If he is elected and assumes office as Audit & Supervisory Board Member, he will be appointed as an
Independent Officer.

- 15 -

Reference: Skill Matrix of Directors and Corporate Auditors after the Approval of Proposal No. 2 and Proposal No.
3
Skills/Experience/Specialization
Legal

Position

Name

Corporate

Finance/

Management

Accounting

Affairs/
Risk

Human
Resources/

Management

Kazuhiko
TakataHidenori
Miyamoto
Akira
Kobayashi
AkihitoYoshidaKazuyaDirectors
Kuwahara
YuzuruNakamura
Kazunori
Kuromoto
Reiko
Amano
HidemaJinno
Ryogo
Hirokawa
Teruhiko
OhshimaAuditors Masashi
Shishime
TomozoYoshikawa
Shoji Osaki

Sustainability

Labour

○
○

○

○

○

○
○

Sales/
Marketing

Safety/R&D/DX

Production

○

○

○

○

○

○

○

○

○

Quality/

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○
○

○
○

○
○

○

○

○
○
○
○

○

○
○

○

* Kazunori Kuromoto, Reiko Amano, and Hidema Jinno are Outside Directors.
* Masashi Shishime, Tomozo Yoshikawa, and Shoji Osaki are Outside Audit & Supervisory Board Members.

- 16 -

Proposal No. 4

Partial Amendment of the Annual Bonus Plan for Directors

In order to continue with the annual bonus 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 the annual bonus plan will be as follows.
1. Reasons for the proposal and reasons why the said compensation plan is appropriate
At the 156th Annual General Meeting of Shareholders held on June 25, 2020, the Company resolved to
introduce an annual bonus system (referred to as the “Plan” in this proposal) as performance-linked
compensation for Directors, excluding Outside Directors. It was set with a payment rate of 0 to 150%
calculated based on the degree to which targets (consolidated operating income) are achieved as set by the
Board of Directors at the beginning of the fiscal year, and an annual payment limit of up to ¥135 million. Afterobtaining the approval of the shareholders, the Company has continued this system to the present. This
proposal requests that the Company ensure flexibility in the design of this system regarding the selection of
performance evaluation metrics other than consolidated operating income, etc., subject to deliberation by the
Remuneration Advisory Committee, so that this system can function as a more effective incentive
compensation.
This system incorporates modern approaches to corporate governance-related measures in Japan and has been
introduced for the purpose of providing an incentive function that contributes to the realization of theCompany’s sustainable growth and medium- to long-term improvement of corporate value, and to further
motivate Directors to improve their business performance. Now, in order to motivate Directors to further
achieve performance targets through this system, we plan to add consolidated net sales, for which a numericalperformance target has been set in the 6th Medium-Term Management Plan, to the existing consolidated
operating income as a performance evaluation index for FY2023. We believe that this system is necessary andappropriate in order for it to function as a robust incentive for the Company’s sustainable growth.
In addition, if this proposal is approved, the Company plans to adopt the executive compensation plan as
described in this Notice of Convocation, “Director Compensation Plan for FY2023 (Summary).”
The current number of Directors is nine, of whom six Directors (excluding three Outside Directors) arecovered by the Plan; if Proposal 2, “Election of Nine Directors,” is approved and passed as originally proposed,
the number of Directors subject to the Plan will remain unchanged.
2. Amount, content, etc. of remuneration in the Plan following the change
The Plan is to further motivate Directors to improve business performance, to further enhance the Company’ssustainable growth and medium- to long-term corporate value, and to further enhance the deliberation andverification of the Plan by the Remuneration Advisory Committee, which has been delegated by the Board of
Directors to determine the details of individual compensation, etc., in order to achieve flexible and appropriate
allocation of payments, etc. To ensure these measures, going forward, the amount will fluctuate within a rangeof 0 to 150% of the base amount determined for each position, depending on the achievement of performance
evaluation indicators and performance targets set by the Board of Directors after deliberation and confirmationof their appropriateness by the Remuneration Advisory Committee at the beginning of the fiscal year. As
approved at the 156th Annual General Meeting of Shareholders held on June 25, 2020, as in the past, theamount of annual bonus to be paid to Directors (excluding Outside Directors) is proposed to be a maximum of¥135 million per year.
Compensations to the Directors will not include, as has been the case, those paid as salaries for the work
performed in the capacity of an employee by the Directors who also serve as an employee of the Company.
In addition, the contents of this proposal have been endorsed by the Remuneration Advisory Committee as
being appropriate.

- 17 -

Proposal No. 5

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 under the stock-based compensation plan
will be as follows.
1. Reasons for the proposal and reasons why the said compensation plan is appropriate
At the 154th Annual General Meeting of Shareholders held on June 27, 2018, the Company obtained theapproval of its shareholders for the introduction of a stock-based compensation plan (referred to as the “Plan”
in this proposal) using a trust as compensation for Directors, excluding part-time Directors. (This resolution of
approval is referred to as the “Initial General Meeting Resolution” in this proposal.) At the 158th Annual
General Meeting of Shareholders held on June 28, 2022, shareholders approved the change to the eligibility for
the Plan to “Directors excluding Outside Directors,” and the Plan has been continued to the present. (Thisresolution of approval is referred to as the “Previous General Meeting Resolution” in this proposal) This
proposal requests that the point allocation criteria under the Plan be changed to the person’s position in the
Company and the degree of achievement of performance targets, etc. In addition, regarding the determinationof the details of the Plan, it is proposed that the Board of Directors be entrusted with the decision within thescope of 2. below.
This Plan will further clarify the link between Directors’ compensation and the Company’s stock value, and byhaving the Directors share the benefits and risks of changes in the share price with the shareholders, the goal is
to increase Directors’ awareness of the need to contribute to improving medium- to long-term results andincreasing corporate value. Now, by adding an element to this Plan that is linked to the achievement of
performance targets, etc., we will give Directors an incentive to achieve performance targets, etc., and tosustainably increase corporate value. We believe that the revised Plan is necessary and appropriate to achievethese objectives.
Compensation under the Plan after the change under this proposal will be, as before, separate from the
maximum amount of compensation for Directors approved at the 156th Annual General Meeting of
Shareholders held on June 25, 2020 (annual amount of ¥350 million or less). In addition, compensation under
the plan after the change will be paid to Directors (excluding Outside Directors; the same shall apply
hereinafter) who will hold office during the fiscal year ending March 31, 2024 (hereinafter referred to as the“Target Period”) (however, a new Target Period may be established, as described below).
In addition, if this proposal is approved, the Company plans to adopt the executive compensation plan as
described in this Notice of Convocation, “Director Compensation Plan for FY2023 (Summary).”
The current number of Directors is nine, of whom six Directors (excluding three Outside Directors) arecovered by the Plan; if Proposal 2, “Election of Nine Directors,” is approved and passed as originally proposed,
the number of Directors subject to the Plan will remain unchanged.
* If this proposal is approved as originally proposed, the stock-based compensation plan already introduced for
Executive Officers who have entered into a mandate agreement with the Company will be changed to a
performance-linked plan in the same manner.
2. Amount, content, etc. of compensation, etc. in the Plan following the change(1) Outline of the Plan
As described in the Reference Documents for the 154th and 158th Annual General Meetings ofShareholders, the trust established by the Company (which was already established in August 2018;referred to as the “Trust” in this proposal) will acquire the Company’s shares, and the Company will
grant points to each Director in accordance with the share delivery regulations established by the Boardof Directors, and the Company will deliver the equivalent number of shares to each Director through theTrust.
The outline of the Plan after the changes made by this proposal is as follows (only the underlined parts
have been changed; there are no changes to other items).
In principle, Directors will receive the Company’s shares at the time of their resignation.

- 18 -

1.
2.

3.

Persons eligible for the Plan
Target Period
In the extended trust period (3 years, from September 2021 toAugust 2024)(*), the maximum amount of money theCompany will contribute as funds to acquire the Company’s
shares required to provide shares to those eligible persons 1.
above

Directors, excluding Outside Directors
Until the end of the fiscal year ending March 31, 2024

Total: ¥240 million (*)

4.

Method to acquire Company shares

By way of disposition of treasury stock or acquisition from theexchange market (including off-floor trading)5.

The upper limit to the total number of points allocated toeligible persons in (i) above

70,000 points per business year

6.

Point allocation criteria

Points will be allocated based on position and achievement of
performance targets, etc.

7.
(*)

Date of providing Company shares to eligible persons in (i)In principle, when leaving their appointment
above
As described in the Reference Documents for the 158th Annual General Meeting of Shareholders held on June 28, 2022
(Proposal 4), the Company has extended the trust period of the Trust for three years after the Initial General Meeting
Resolution. During the trust period of the three-year extended period (from September 2021 to August 2024), the Company
shall make contributions within such maximum amount so that the total amount of money to be contributed by the Company
to the trust as funds for the acquisition of the Company shares necessary for delivery under the Plan shall be no more than¥240 million (whether before or after the amendment by this proposal).

(2)

Maximum amount to be contributed by the Company
As described in the Reference Documents for the 158th Annual General Meeting of Shareholders held on
June 28, 2022 (Proposal 4), the Company has extended the trust period of the Trust for three years after
the Initial General Meeting Resolution. During the trust period of the extended period (from September
2021 to August 2024), the Company shall additionally transfer up to ¥240 million in total to the Trust ascompensation for Directors who will be in office during the Target Period to fund the acquisition of theCompany’s shares necessary to be delivered as stock-based compensation to Directors under the Plan
(whether before or after the amendment by this proposal). The Trust will acquire the Company’s sharesby means of the disposal of the Company’s own shares or by acquiring them from the stock exchange
market (including off-floor trading), using the money in the Trust (this includes the money additionallyplaced in the Trust and the money remaining in the Trust from before the addition of money placed intrust by the Company as described above) as the source of funds.
Notes: (i) After the extension of the above trust period (after September 2021), the Company
additionally placed in the Trust the funds necessary for the acquisition of the Company’s
shares to be delivered to the Directors under the Plan before the change by this proposal, andthe Trust uses such trust funds to acquire the Company’s shares. Therefore, if the number of
the Company’s shares in the Trust is sufficient for the number of shares expected to bedelivered to the Directors under the amended Plan, the above additional placement of shares in
the Trust will not be carried out. However, if the number of the Company’s shares in the Trustis insufficient for the number of shares expected to be required to deliver the Company’s
shares to Directors under the Plan and the money in the Trust is insufficient to acquire theCompany’s shares to cover such shortage, further additional funds shall be placed in the Trust
within the maximum amount mentioned above.
(ii) The amount of money to be additionally placed in the Trust shall be the sum of the funds
necessary for the acquisition of the Company shares to be delivered to the Directors as
mentioned above, the estimated amount of necessary expenses such as trust fees and trust
administrator fees, and the funds necessary for the acquisition of the Company’s shares to bedelivered to the Executive Officers who have entered into a mandate agreement with theCompany under a plan similar to the Plan.
In addition, by decision of the Company’s Board of Directors, a new Target Period may be set for aduration of not more than three fiscal years, extending the trust period further by a duration of not morethan three years (this includes de facto extending the trust period by relocating the assets of this Trust to a
- 19 -

trust set up by the Company that has the same purpose as this Trust. The same shall apply hereafter), andthis system may continue. In this case, within the extended trust period, the Company shall additionallytransfer to the Trust an amount of money up to ¥80 million multiplied by the number of years of theextended trust period as funds for additional acquisition of the Company’s shares necessary to deliver
them to Directors under the Plan, and shall continue to grant points and deliver the Company shares as
described in (3) below (and in the same manner thereafter).
In addition, even if the Target Period is not extended and the Plan is not continued as noted above, and if
there are any Directors who have not finished their appointments while still having had points allocatedwhen the trust period ends, the trust period of this trust may be extended until said Directors havefinished their appointments and the provision of Company shares has been completed.
*

In addition, the Company shares already acquired by the Trust for the Plan prior to the amendment
may be delivered by the Trust to the Directors and Executive Officers as delivery based on the Plan
after the amendment.

(3)

Calculation method and upper limit on Company shares provided to Directors(i) Method, etc. for allocating points to Directors
Based on the Share Delivery Regulations determined by the Board of Directors, the Company shall,on the point grant date stipulated in the Share Delivery Regulations during the trust period, grant
points to each Director based on his or her position in the Company, etc. and the degree ofachievement of performance targets, etc. (The performance indicator to be referenced shall be
determined by the Board of Directors, but initially, it is planned that the “Relative TSR” (theCompany’s stock price growth rate compared to the TOPIX growth rate including dividends), etc.
will be used.) In addition, even if this proposal is approved as originally proposed, after theconclusion of this Annual General Meeting of Shareholders, as compensation for the execution ofduties up to the conclusion of this Annual General Meeting of Shareholders, points may be granted
within the scope of the Previous General Meeting Resolution based on the Plan before theamendment based on this proposal.
However, the total number of points allocated by the Company to its Directors is not to be morethan 70,000 points in a single 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 with the procedure in (iii) below. However, if a Director leaves his or her position
for personal reasons, all or part of the points allocated up to that point shall lapse, and the Company
shares equivalent to the lapsed points shall not be delivered to the Director.
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, such as a share split, reverse share split, etc., the number ofCompany shares per point may be adjusted based on 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 (including theCompany’s shares corresponding to the points granted under the Plan before the change) as
beneficiaries of this Trust, in principle, by obtaining their beneficial interest in the Trust through theprescribed procedures upon leaving their position.
However, a certain percentage of Company shares may be provided in cash after being sold andconverted into money in this Trust for the Company to withhold the funds needed to pay
withholding income taxes, etc. In addition, in the event that Company shares in this trust areconverted, such as when Company shares in the trust are tendered to a tender offer and settled, etc.,
cash may be provided in lieu of Company shares.

(4)

Exercise of voting rights
Voting rights related to Company shares in this trust will be uniformly not exercised in accordance withthe directions of a trust manager independent from the Company and its Directors. Following such a- 20 -

method is intended to ensure impartiality regarding Company management with respect to the exercise of
voting rights related to Company shares in this trust.
(5)

Handling of dividends
Dividends related to Company shares in this Trust will be received by the Trust and used to pay for theacquisition of Company shares and the trustee’s custodian fees related to this trust.

- 21 -

Reference: Director Compensation Plan for FY2023 (Summary)
The Remuneration Advisory Committee of the Company has been continuously discussing the ideal compensation
system for the Company and its stakeholders, and has been deliberating and considering revisions to performancelinked compensation beginning in fiscal 2023 so that the Company can advance to a stage of further growth. If
Proposal 4 and Proposal 5 are approved as originally proposed at this Annual General Meeting of Shareholders, weplan to revise the Director Compensation Plan for FY2023 as outlined below, based on the content of theresolutions.
1. Compensation System
Compensation for Directors of the Company, excluding outside Directors, will consist of base compensation as
fixed compensation, annual incentive compensation linked to the Company’s performance in a single fiscal
year, and medium- to long-term incentive compensation that varies depending on the achievement of theCompany’s performance targets and other factors over three fiscal years. The proportion of each type ofcompensation for Directors excluding Outside Directors will reflect the weight of management responsibility
for each position by increasing the proportion of each type of incentive compensation for each senior position.
However, compensation for Outside Directors shall be limited to base compensation only, in consideration of
their roles.
2. Structure, etc. of annual, medium-term, and long-term incentive compensation (performance-linked
compensation and non-monetary compensation)
Annual Incentive Compensation Structure
The key performance indicators (KPIs) for annual incentive compensation linked to the Company’s
performance for a single fiscal year shall be consolidated operating income, which represents the results ofcorporate activities, and consolidated net sales, which is the primary basis of corporate activities. The
evaluation weighting of the two KPIs shall be uniformly 60:40 (consolidated operating income: consolidated
net sales) for all executive positions, and the amount shall be calculated based on a payout ratio that varies
within the range of 0 to 150% depending on the level of achievement of the performance targets for each KPI.
However, the consolidated sales performance evaluation will also take into account “growth potential” basedon the consistent implementation of the 6th Medium-Term Management Plan.
Medium- to Long-term Incentive Compensation Structure
Regarding medium- to long-term incentive compensation, a performance-linked portion shall be added to thepreviously existing stock-based compensation (non-monetary compensation). The KPI for the performancelinked portion will be the TOPIX growth rate of the Company’s TSR including dividends, which is an index
that directly expresses the Company’s evaluation of its contribution to society and its skill in creating corporate
value toward the realization of its corporate philosophy of “Service to the Public and Sound Management.” In
addition, the evaluation period will be three consecutive fiscal years, and for the Director Compensation Plan
for FY2023, the evaluation period will be from FY2023 to FY2025. The performance-linked portion isapproximately 20% of the stock-based compensation, and points corresponding to the performance-linked
portion are calculated and awarded based on the share delivery ratio, which varies between 0 and 200%
depending on the level of achievement of KPI performance targets, etc. In addition, the previously existing
stock-based compensation will continue as a non-performance-linked portion, and points will be awarded
based on position, etc. Points to be granted are calculated by dividing the basic amount based on the position
stipulated in the Company’s share delivery regulations by the unit price of the Company’s shares in the Trust,and the Company shares corresponding to the accumulated points (1 point = 1 share of the Company’s stock)are delivered upon resignation/retirement from the Company.
Remuneration Determination Process
In evaluating the performance for each type of incentive compensation, the Remuneration Advisory Committee,
which has been delegated by the Board of Directors of the Company to determine the details of individualcompensation, etc., shall calculate and evaluate the amount and points to be paid based on the level ofachievement of the performance targets for each KPI determined by the Board of Directors after priordeliberation and confirmation of their appropriateness by the Remuneration Advisory Committee.
- 22 -

[Method of calculating the share delivery ratio for medium- to long-term incentives (performance-linked
portion)]
The Company’s TSR (%) = (Average of the closing price of our stock on each day of May 2026 + Totalamount of dividends paid from FY2023 to the end of FY2025) ÷ Average of closing price of the Company’s
stock on each day of May 2023
TOPIX growth rate including dividends (%) = Average of the closing price of TOPIX including dividends oneach day of May 2026 ÷ Average of the closing price of TOPIX including dividends on each day of May 2023
The Company’s TSR growth rate (%) = the Company’s TSR ÷ TOPIX growth rate including dividends = theshare delivery rate (%)- 23 -