Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
Stock Exchange Code: 1954
September 8, 2015
To Shareholders with Voting Rights:
Ryuichi Arimoto
Representative Director and President
NIPPON KOEI CO., LTD.
4, Kojimachi 5-chome, Chiyoda-ku, TokyoNOTICE OF
THE 71ST ANNUAL GENERAL SHAREHOLDERS’ MEETING
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 71st Annual General Shareholders’ Meeting of NIPPON KOEI CO.,LTD. (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights by post or via the Internet.
Please review the attached Reference Documents for the General Shareholders’ Meeting and exercise yourvoting rights by 5:30 p.m. on Monday, September 28, 2015, Japan time.
1. Date and Time:

Tuesday, September 29, 2015 at 10:00 a.m. Japan time

2. Place:

Conference room on the 3rd floor of the Company’s head office located at4, Kojimachi 5-chome, Chiyoda-ku, Tokyo

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements andNonconsolidated Financial Statements for the Company’s 71st Fiscal Year
(July 1, 2014 - June 30, 2015)
2. Results of audits by the Accounting Auditor and the Audit & Supervisory
Board of the Consolidated Financial Statements
Proposals to be resolved:
Election of 11 Directors
Proposal 1:
Election of 1 Audit & Supervisory Board Member
Proposal 2:
Election of 1 Substitute Audit & Supervisory Board Member
Proposal 3:
Payment of the Retirement Benefits for a Retiring Director
Proposal 4:
Disclosure via the Internet◎ “Notes to Consolidated Financial Statements” and “Notes to Nonconsolidated Financial Statements” areposted at the following Company’s website pursuant to the laws and regulations, and provisions in Article
14 of the Articles of Incorporation, and they are not included in the Appendix to this notice. Therefore, theAppendix to this notice of convocation is a part of Consolidated Financial Statements and Nonconsolidated
Financial Statements audited by Accounting Auditor in preparing the Accounting Audit Report. Also, theAppendix is a part of Consolidated Financial Statements and Nonconsolidated Financial Statements audited
by Audit & Supervisory Board members in preparing their Audit Report.
◎ Should the Reference Documents, Appendix or Notes require revisions, the revised versions will be postedon the following Company’s website.
The Company’s website: http://www.n-koei.co.jp/ir/-1-

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

Election of 11 Directors

The terms of office of all 13 directors will expire at the conclusion of this General Shareholders’ Meeting.
Accordingly, the election of 11 directors, inclusive of 2 outside directors, to ensure flexible decision making
at the Board of Directors’ meeting is proposed.
The candidates are as follows:
No.

1

Name
(Date of birth)

Noriaki Hirose(July 30, 1945)

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

1968 Joined the Company
1999 Director of the Company
2003 Director and Executive Officer of the Company
2004 Representative Director and Managing Executive Officer

June2006 Representative Director and Senior Managing Executive

June
September2008 Representative Director and President of the Company
2014 Representative Director and Chairman of the Company

April
July

1977 Joined the Company
2002 General Manager of Business Planning Office, Domestic

JanuaryMarch2005 Director of Tamano Consultants Co., Ltd.
2005 Director and Managing Executive Officer of Tamano

July

2007 Deputy Director General of Corporate Headquarters of theJuly

2008 Deputy Director General of Corporate Headquarters andof the Company[Reelection]

Number ofshares of theCompany held

180,847

Officer of the Company(current position)

Consulting Operations of the Company

Consultants Co., Ltd.
Company2

General Manager of Corporate Planning Department of
the Company
Ryuichi Arimoto2009 Director and Executive Officer of the Company(November 27, 1952) June
Director General of Corporate Headquarters and General[Reelection]
Manager of Corporate Planning Department of theCompany
June2011 Director General of Corporate Headquarters and General
Manager of Human Resources and General Affairs
Department of the Company
June2012 Director and Managing Executive Officer of the Company
July2012 Director General of Corporate Headquarters and General
Manager of Human Resources Department of theCompany
September 2014 Representative Director and President of the Company(current position)-2-

59,000No.

Name(Date of birth)

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

1970 Joined the Ministry of Construction
1999 Director-General, the Chubu Regional Construction

August2000 Executive Director of Advanced Cruise-Assist Highway

January

2004 Vice-Chairman and Executive Director of Japan Bridge

Number ofshares of theCompany held

Bureau of the Ministry of Construction

3

4

Asao Yamakawa(August 27, 1947)

System Research Association

Association Inc.
[Reelection]
November 2007 President of Infrastructure Development Institute-Japan
July
2011 Advisor of the Company
October
2011 Executive Vice President of the Company
June2013 Director and Executive Vice President, and Assistant to
President of the Company (current position)
April
1976 Joined the Company
October
2003 Deputy General Manager of Metropolitan Area Business
Division and General Manager of Sales Planning
Department, Domestic Consulting Company of theCompany
July
2007 General Manager of Business Promotion Department,
Domestic Consulting Operations of the Company
June2008 Executive Officer of the Company
Deputy Director General of International Consulting
Operations of the Company
Akira MizukoshiJune2010 Director and Executive Officer of the Company(September 30, 1950)
June
2012 Director and Managing Executive Officer of the Company
July2012 General Manager of Business Promotion Department of[Reelection]
the Company
September 2014 Director and Senior Managing Executive Officer of theCompany
Director General of Corporate Headquarters and General
Manager of Business Promotion Department of theCompany
October
2014 Director General of Corporate Headquarters of theCompany
July
2015 Director and Executive Vice President in charge of Head
Office of the Company (current position)-3-

35,00036,000No.

Name(Date of birth)

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

1975 Joined the Company
2004 Deputy General Manager of Metropolitan Area BusinessJuly

2007 General Manager of Operations Planning Office, Domestic

July

2008 General Manager of Operations Planning Office andNumber ofshares of theCompany held

Division, Domestic Consulting Company of the Company
Consulting Operations of the Company

5

6

General Manager of Business Planning Office, Domestic
Consulting Operations of the Company
June2009 Executive Officer of the Company
Deputy Director General of Domestic Consulting
Operations, General Manager of Operations Planning
Office, and General Manager of Business Planning Officeof the Company
Noboru Takano
2010 Deputy Director General of Domestic Consulting(September 14, 1952) June
Operations and General Manager of Operations Planning[Reelection]
Office of the Company
June
2011 Director and Executive Officer of the Company
Acting Director General of Domestic Consulting
Operations and General Manager of Operations Planning
Office of the Company
June2012 Director and Managing Executive Officer of the Company
Director General of Domestic Consulting Operations of
the Company
September 2014 Representative Director and Senior Managing Executive
Officer of the Company
July2015 Representative Director and Executive Vice President incharge of technology, and Director General of Domestic
Consulting Operations of the Company (current position)
April
1979 Joined the Company
June
2004 General Manager of Plant Division, Power Engineering
Company of the Company
June2010 Executive Officer of the Company
Deputy Director General of Power Engineering Operations(in charge of electromechanical consultation and new
Hiroyuki Akiyoshi
businesses) of the Company(March 11, 1956)
June
2012 Director and Executive Officer of the Company
Acting Director General of Power Engineering Operations[Reelection]
and General Manager of Fukushima Works of theCompany
June2013 Director General of Power Engineering Operations of theCompany (current position)
July
2015 Director and Managing Executive Officer of the Company(current position)-4-

50,00043,000No.

Name(Date of birth)

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

7

Takashi Seki
(January 20, 1953)[New appointment]

8

Naoki Honjo(July 3, 1954)[Reelection]

Number ofshares of theCompany held

1978 Joined the Company
2005 Deputy General Manager of Local Community Business

Division, International Consulting Company of theCompanyJune2008 General Manager of Local Community Business Division
and General Manager of Sierra Project Office,International Consulting Operations of the Company
April2010 General Manager of Environmental Solution Division,
International Consulting Operations of the Company
June2010 Executive Officer of the Company
July2011 General Manager of Infrastructure Development Division,
International Consulting Operations of the Company
June2012 Deputy Director General of International Consulting
Operations of the Company
July2015 Director and Managing Executive Officer of the Company(current position)
Director General of International Consulting Operations of
the Company (current position)
April
1978 Joined the Company
July
2004 Business Manager of Sales/Business Administration
Department, International Consulting Company of theCompany
June
2006 General Manager of Logistics & Operations Department
of International Consulting Company and General
Manager of Corporate Planning Office of the Company
July
2007 General Manager of Logistics & Operations Department
of International Consulting Operations and General
Manager of Business Planning Office of the Company
July
2008 General Manager of Financial & Accounting Departmentof the Company
June
2011 Executive Officer of the Company
Deputy Director General of Corporate Headquarters andGeneral Manager of Financial & .Accounting Departmentof the Company
September 2014 Director and Executive Officer of the Company (current
position)
Acting Director General of Corporate Headquarters andGeneral Manager of Financial & Accounting Departmentof the Company
October
2014 Acting Director General of Corporate Headquarters of theCompany
April
2015 Acting Director General of Corporate Headquarters andGeneral Manager of Financial & Accounting Departmentof the Company
July2015 Director General of Corporate Headquarters and General
Manager of Financial & Accounting Department of theCompany (current position)-5-

31,00029,000No.

Name(Date of birth)

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

9

Hiroshi Tanaka(April 24, 1953)[Reelection]

Hiizu Ichikawa(December 8, 1946)
10[Reelection][Outside director]

Kazumasa Kusaka(January 23, 1948)
11[New appointment][Outside director]

Number ofshares of theCompany held

1979 Joined the Company
2002 General Manager of Technology Development

Department, Research & Development Center of theCompany
July
2008 General Manager of Research & Development Center of
the Company
June2012 Executive Officer of the Company
Deputy Director General of Technology Headquarters andGeneral Manager of Research & Development Center of
the Company
September 2014 Director and Executive Officer of the Company (current
position)
Director General of Technology Headquarters and General
Manager of Research & Development Center of theCompany
July
2015 Director General of Technology Headquarters of theCompany (current position)
April
1970 Joined The Mitsubishi Bank, Ltd.
May
1993 General Manager of Singapore Branch of The Mitsubishi
Bank, Ltd.
June
1996 General Manager of Industrial Research Department of
The Bank of Tokyo-Mitsubishi, Ltd.
January
1997 General Manager of Sales Screening Department of The
Bank of Tokyo-Mitsubishi, Ltd.
June
1999 Senior Executive Director of The Resolution andCollection CorporationJune
2001 Senior Executive Director of Chiyoda CorporationJune
2004 Representative Director and Managing Director of
Mitsubishi Motors Corporation
April
2010 Representative Director and Executive Vice President of
Mitsubishi Motors CorporationJune
2014 Outside Corporate Auditor of THE HYAKUGO BANK,
LTD. (current position)
September 2014 Director of the Company (current position)
April
1970 Joined Ministry of International Trade and Industry
August2003 Commissioner of Agency for Natural Resources andEnergy, Ministry of Economy, Trade and Industry
June
2004 Vice-Minister for International Affairs of Ministry of
Economy, Trade and Industry
June2007 President of Japan Cooperation Center for the Middle East
February
2008 Special Advisor to the Cabinet
October
2009 Senior Vice President of Mitsubishi Electric Corporation
April
2011 Visiting Professor of Graduate School of Public Policy,
The University of Tokyo (current position)
January
2013 President of The Foundation for International Trade andIndustrial Co-operation (current position)
April
2013 Chairman of Japan Economic Foundation (current
position)-6-

23,0000

3,000

(Notes)
1. There are no special interests between each candidate for director and the Company.
2. Messrs. Hiizu Ichikawa and Kazumasa Kusaka(1) Messrs. Hiizu Ichikawa and Kazumasa Kusaka are the candidates for outside director. Mr. Hiizu Ichikawa
currently serves as an outside director of the Company. The term of office as director will be one year at theclosing of this General Shareholders’ Meeting.
(2) Reasons to nominate Mr. Hiizu Ichikawa as an outside director
Mr. Ichikawa was nominated as an outside director in expectation that he will, from an objective standpoint and abroad perspective, supervise the Company’s management based on the wealth of experience he has accumulated
as a corporate manager in enhancing the transparency of the Board of Directors’ meeting and strengthening thecorporate governance.
(3) Reasons to nominate Mr. Kazumasa Kusaka as an outside director
Mr. Kusaka was nominated as an outside director in expectation that he will, from an objective standpoint and abroad perspective, supervise the Company’s management based on the wealth of experience and knowledge hehas accumulated at the Ministry of Economy, Trade and Industry and other organizations in enhancing thetransparency of the Board of Directors’ meeting and strengthening the corporate governance.
(4) The Company has designated Mr. Hiizu Ichikawa as an independent officer as stipulated by the Tokyo Stock
Exchange and notified the Exchange to that effect. Also, Mr. Kazumasa Kusaka is a candidate for independent
officer as stipulated by the Tokyo Stock Exchange.
(5) Liability limitation agreement
The Company has concluded a liability limitation agreement in accordance with the Companies Act with each of
its outside directors. Under these agreements, the limitation of damage liability of each outside director shall be
the larger of ¥6 million or the minimum liability amount stipulated by the Companies Act, if such outside director
has performed his or her duties in good faith and without gross negligence.
The Company intends to continue the same agreement with Mr. Hiizu Ichikawa.
Also, if Mr. Kazumasa Kusaka assumes office as director, the Company intends to conclude an aforementioned
agreement with him as an outside director.

-7-

Proposal 2:

Election of 1 Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board member Mr. Izumi Arai will expire at the conclusion ofthis General Shareholders’ Meeting. Accordingly, the election of 1 Audit & Supervisory Board member is
proposed.
The Audit & Supervisory Board has previously given its approval to this proposal.
The candidate is as follows:
Name(Date of birth)Izumi Arai
(January 24, 1952)[Reelection][Outside Audit &Supervisory Board
member]Past experience, positions
and significant concurrent positions
April
April

1975 Joined Overseas Economic Cooperation Fund2007 Head of JBIC Institute, Japan Bank for International

October

2007 Commissioner of Japan Bank for International

OctoberApril

2008 Commissioner of Japan International Cooperation Agency
2012 Retired as Commissioner of Japan InternationalJune

2012 Audit & Supervisory Board member of the Company

Number ofshares of theCompany held

Cooperation
Cooperation

17,000

Cooperation Agency(current position)(Notes)1. There are no special interests between the candidate for Audit & Supervisory Board member and the Company.
2. Mr. Izumi Arai
(1) Mr. Izumi Arai is the candidate for Audit & Supervisory Board member. Mr. Izumi Arai currently serves as an
outside Audit & Supervisory Board member of the Company. The term of office as Audit & Supervisory Board
member will be three years and three months at the closing of this General Shareholders’ Meeting.
(2) Reasons to nominate Mr. Izumi Arai as an outside Audit & Supervisory Board member
Mr. Arai was nominated as an outside Audit & Supervisory Board member in expectation that he will utilize his
experience and knowledge he has accumulated at international financial institutions and international cooperation
organizations for the audit system of the Company in order to further strengthen the Company’s audit system. The
Company has judged that the candidate will be able to execute the duties of outside Audit & Supervisory Board
member by taking into such matters as that the candidate has practical experience and knowledge as explained
above and, as an Audit & Supervisory Board member of the Company, is familiar with the business of theCompany.
(3) Mr. Izumi Arai had been, as described in “Past experience, positions and significant concurrent positions,” in aposition of a business administrator and an officer of Japan International Cooperation Agency, which is an entitywith special relationship with the Company, in the past five years.
(4) The Company has designated Mr. Izumi Arai as an independent officer as stipulated by the Tokyo Stock Exchange
and notified the Exchange to that effect.
(5) Liability limitation agreement
The Company has concluded a liability limitation agreement in accordance with the Companies Act with each of its
outside Audit & Supervisory Board members. Under these agreements, the limitation of damage liability of eachoutside Audit & Supervisory Board member shall be the larger of ¥6 million or the minimum liability amountstipulated by the Companies Act, if such outside Audit & Supervisory Board member has performed his or her
duties in good faith and without gross negligence.
The Company intends to continue the same agreement with Mr. Izumi Arai.

-8-

Proposal 3:

Election of 1 Substitute Audit & Supervisory Board Member

The effect of election of substitute Audit & Supervisory Board member Hideaki Sudo, who was elected at
the 70th Annual General Shareholders’ Meeting held on September 25, 2014 shall expire at the beginning of
this General Shareholders’ Meeting. In preparation of a shortage in the number of Audit & Supervisory
Board members stipulated in the laws and regulations, the election of 1 substitute Audit & Supervisory
Board member is proposed.
The Audit & Supervisory Board has previously given its approval to this proposal.
The candidate is as follows:
Name(Date of birth)

Past experience, positions
and significant concurrent positions
April

1971 Registered in bar association (DAINI TOKYO BAR

April
April
June

2003 Representative of Tokyo Fuji Law Office (current position)
2004 Professor of Nihon University Law School2008 Substitute Audit & Supervisory Board member of theMay

Company, to present
2011 Representative commissioner of Business Rehabilitation
Research Institute

Number ofshares of theCompany held

ASSOCIATION)
Hideaki Sudo
(July 20, 1944)

0(Notes)1. There are no special interests between the candidate for substitute Audit & Supervisory Board member and theCompany.
2. Mr. Hideaki Sudo
(1) Mr. Hideaki Sudo is a candidate for outside Audit & Supervisory Board member.
(2) Mr. Sudo satisfies the qualification for the independent officer stipulated by the Tokyo Stock Exchange.
(3) Reasons to nominate Mr. Hideaki Sudo as an outside Audit & Supervisory Board member
Mr. Sudo was nominated as an outside Audit & Supervisory Board member in expectation that he will utilize his
experience and knowledge he has accumulated as a lawyer for the audit system of the Company. The Company
has judged that the candidate will be able to execute the duties of outside Audit & Supervisory Board member bytaking into such matters as that the candidate has practical experience and knowledge as explained above.
(4) Liability limitation agreement
The Company has concluded a liability limitation agreement in accordance with the Companies Act with each of
its outside Audit & Supervisory Board members. Under these agreements, the limitation of damage liability ofeach outside Audit & Supervisory Board member shall be the larger of ¥6 million or the minimum liability
amount stipulated by the Companies Act, if such outside Audit & Supervisory Board member has performed hisor her duties in good faith and without gross negligence.
If Mr. Hideaki Sudo assumes office as Audit & Supervisory Board member, the Company intends to conclude anaforementioned agreement with him as an outside Audit & Supervisory Board member.

-9-

Proposal 4:

Payment of the Retirement Benefits for a Retiring Director

The term of office of director Yoshihiko Tsunoda will expire and he will retire at the conclusion of this
General Shareholders’ Meeting. To thank him for his service during his time in office, and according to a setof guidelines defined by the Company, the Company proposes the payment of retirement benefits in an
appropriate amount. The Company requests that specific amounts, timing, and method, etc., of payment beleft to the discretion of the Board of Directors.
Additionally, as a part of management reforms, the Company terminated payment of retirement benefits
for directors and Audit & Supervisory Board members as of the conclusion of the 59th Annual General
Shareholders’ Meeting, held on June 29, 2004, and no longer pays retirement benefits for time spent in office
after this decision. As a result, this proposal only applies to the payment of retirement benefits for time spent
in office until the conclusion of the 59th Annual General Shareholders’ Meeting, held on June 29, 2004.
Past experience of the retiring director is as follows:
Name

Yoshihiko Tsunoda

Past experience
June
June
June

1999 Director of the Company
2003 Director and Executive Officer of the Company
2004 Representative Director and Managing Executive Officer

June2006 Representative Director and Executive Vice President ofof the Company
the Company
June2010 Representative Director and Chairman of the Company
September 2014 Director and Counselor of the Company (current position)- 10 -