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 4, 2024
To our shareholders:
Kazuhiko Takata
President and Representative Director
Yokogawa Bridge Holdings Corp.
4-4-44, Shibaura, Minato-ku, Tokyo

Notice of the 160th Annual General Meeting of Shareholders
Please be advised that the 160th 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 25, 2024 (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 the latter
website, access the TSE website (Listed Company Search) by using the internet address shown below, enter the issuename (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 26, 2024, 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 160th fiscal year (from April 1, 2023
to March 31, 2024) 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 160th fiscal year (from April 1, 2023 to March 31, 2024)
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 Eight Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 4
Election of Three Directors Who Are Audit and Supervisory Committee Members
Proposal No. 5
Determination of the Amount of Basic Compensation for Directors (Excluding Directors
Who Are Audit and Supervisory Committee Members)-1-

Proposal No. 6
Proposal No. 7
Proposal No. 8

Determination of the Amount of Compensation for Directors Who Are Audit andSupervisory Committee Members
Determination of the Annual Incentive Compensation for Directors (Excluding Directors
Who Are Audit and Supervisory Committee Members and Outside Directors)
Determination of the Medium- to Long-term Incentive Compensation for Directors(Excluding Directors Who Are Audit and Supervisory Committee Members and Outside
Directors)- 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 delivery ofsuch documents. Among the matters subject to measures for electronic provision, in accordance with the provisions of laws andregulations and the Articles of Incorporation of the Company, the following matters are not provided in the paper-based documents
delivered to shareholders. In addition, the Audit & Supervisory Board Members and the Financial Auditor have audited the documents
to be audited, including the following matters(1) Basic Approach and System of Corporate Governance in the Business Report(2) Details of Resolutions and Overview of Operation of the System to Ensure the Appropriateness of Business Operations, etc.
in the Business Report.
(3) Consolidated Statement of Shareholders’ Equity and Notes to the Consolidated Financial Statements, each of which is in theConsolidated Financial Statements(4) Non-consolidated Statement of Shareholders’ Equity and Notes to the Non-consolidated Financial Statements, each of whichis in the Non-consolidated Financial Statements- 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 progressive 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 ¥50 per share, up ¥5 from the planned¥45 per share. Together with the interim dividend, this will bring the total annual dividend to ¥95 per share, anincrease of ¥10 over the previous fiscal 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 ¥50 per common share of the Company.
In this event, the total dividends will be ¥2,047,046,250.
(3) Effective date of dividends of surplus
June 27, 2024

-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.
The amendments to the Articles of Incorporation in this proposal will become effective at the conclusion of this
General Meeting of Shareholders.
1. Reasons for proposal(1) The Company proposes to shift to a company with an Audit and Supervisory Committee for the purposeof strengthening the audit and supervisory functions of the Board of Directors, further enhancing thecorporate governance system, and further increasing corporate value through enhanced discussion ofmanagement strategies, etc. at the Board of Directors meetings by making Audit and Supervisory
Committee Members responsible for auditing, etc. of the execution of duties by Directors a member of theBoard of Directors. Accordingly, the Company will make changes, including the establishment of newprovisions concerning Audit and Supervisory Committee Members and Audit and Supervisory Committee
and the deletion, etc. of provisions concerning Audit & Supervisory Board Members and the Audit &Supervisory Board, which are necessary for the transition to a company with an Audit and Supervisory
Committee.
(2) In order to further enhance management transparency from the perspective of strengthening the corporate
governance system, the Company has decided to abolish the advisor and counselor systems and delete theprovisions of Article 23 (Advisors and Counselors) of the current Articles of Incorporation.
(3) Other changes in the number of articles are made in accordance with each of the above changes.
2. Details of the amendments
The details of amendments are as follows:(Amendments are underlined.)
Proposed Amendments
Chapter I
General Provisions
Articles 1. to 4. (As per current)
Chapter II
Shares
Articles 5. to 9. (As per current)(Shareholder Register Administrator)
Article 10.
1. (As per current)
2. The shareholder register administrator and the place ofbusiness thereof shall be designated by resolution of theBoard of Directors or by a director delegated by resolutionof the Board of Directors, and public notice thereof shall begiven.
3. (Omitted)
3. (As per current)(Share Handling Regulations)(Share Handling Regulations)
Article 11.
Article 11.
Handling of shares and fees and the procedures for the exercise
Handling of shares and fees and the procedures for the exerciseof shareholders’ rights shall be governed by the Share Handlingof shareholders’ rights shall be governed by the Share Handling
Regulations established by the Board of Directors, in addition
Regulations established by the Board of Directors or by ato laws and regulations and these Articles of Incorporation.
director delegated by resolution of the Board of Directors, inaddition to laws and regulations and these Articles ofIncorporation.
Chapter III
Chapter III
General Meeting of Shareholders
General Meeting of Shareholders
Articles 12. to 17. (Omitted)
Articles 12. to 17. (As per current)
Chapter IV
Chapter IV
Directors and Board of Directors
Directors and Board of Directors(Number of Directors)(Number of Directors)
Article 18.
Article 18.
1. The Company shall have no more than 12 Directors.
1. The Company shall have no more than 12 Directors(excluding Directors who are Audit and Supervisory
Committee Members).
Current Articles of Incorporation
Chapter I
General Provisions
Articles 1. to 4. (Omitted)
Chapter II
Shares
Articles 5. to 9. (Omitted)(Shareholder Register Administrator)
Article 10.
1. (Omitted)
2. The shareholder register administrator and the place ofbusiness thereof shall be designated by resolution of theBoard of Directors and public notice thereof shall be given.

-4-Current Articles of Incorporation(New)

Proposed Amendments
2. The Company shall have no more than five Directors who
are Audit and Supervisory Committee Members.
(Election)(Election)
Article 19.
Article 19.
1. Directors shall be elected by resolution of a general
1. Directors shall be elected by resolution of a general
meeting of shareholders, distinguishing between Directors
meeting of shareholders.
who are Audit and Supervisory Committee Members andDirectors who are not.
2. to 3. (Omitted)
2. to 3. (As per current)(New)
4. The qualification of a substitute Director who is an Audit
and Supervisory Committee Member shall be effective
until the beginning of the annual general meeting ofshareholders for the last business year out of the businessyears terminating within two years after the election of thesubstitute Director who is an Audit and Supervisory
Committee Member.
(Term of Office)(Term of Office)
Article 20.
Article 20.
1. The term of office of a Director (excluding a Director who
1. The term of office of a Director shall expire at theconclusion of the annual general meeting of shareholders
is an Audit and Supervisory Committee Member) shallfor the last business year out of the business years
expire at the conclusion of the annual general meeting ofterminating within one year after the election of theshareholders for the last business year out of the businessDirector.
years terminating within one year after the election of the
Director.
(New)
2. The term of office of a Director who is an Audit andSupervisory Committee Member shall expire at theconclusion of the annual general meeting of shareholders
for the last business year out of the business years
terminating within two years after the election of the
Director who is an Audit and Supervisory Committee
Member.
(New)
3. The term of office of a Director who is an Audit andSupervisory Committee Member elected as a substitute fora Director who is an Audit and Supervisory Committee
Member that retired from office before the expiration of theterm of office shall continue until the time the term ofoffice of the Director who is an Audit and Supervisory
Committee Member that retired from office is to expire.
(Directors With Special Titles)(Directors With Special Titles)
Article 21.
Article 21.
1. The Director and President shall be appointed by resolution 1. The Director and President shall be appointed from amongof the Board of Directors.
the Directors (excluding Directors who are Audit andSupervisory Committee Members) by resolution of theBoard of Directors.
2. The Board of Directors may, by its resolution, appoint one
2. The Board of Directors may, by its resolution, appoint one
Director and Chair and a small number of Director andDirector and Chair and a small number of Director andVice Presidents, a small number of Senior Managing
Vice Presidents, a small number of Senior Managing
Directors, and a small number of Managing Directors from
Directors, and a small number of Managing Directors.
among the Directors (excluding Directors who are Audit
and Supervisory Committee Members).
(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 appointed from among the Directors (excluding
shall be appointed through a resolution by the Board of
Directors.
Directors who are Audit and Supervisory Committee Members)
through a resolution by the Board of Directors.
(Advisors and Counselors)
Article 23.
(Deleted)
The Board of Directors may, by its resolution, commission
advisors and counselors.

-5-Current Articles of Incorporation
Articles 24. (Omitted)(Convocation)
Article 25.
1. (Omitted)
2. Notice of the convocation of a meeting as set forth in thepreceding paragraph shall be notified to each Director andeach Audit & Supervisory Board Member at least two days
prior to the date of the meeting. However, this period may
be shortened in case of urgent necessity.
Articles 26. to 28. (Omitted)(Compensation, etc.)
Article 29.
Compensation, bonuses and other economic benefits given by
the Company in consideration for the execution of duties(hereinafter referred to as “Compensation, etc.”) to Directors
shall be determined by resolution of a general meeting ofshareholders.

Articles 30. (Omitted)(New)

Chapter V
Audit & Supervisory Board Members and Audit & Supervisory
Board(Number of Audit & Supervisory Board Members)
Article 31.
The Company shall have no more than five Audit &Supervisory Board Members.
(Election)
Article 32.
1. Audit & Supervisory Board Members shall be elected byresolution of a general meeting of shareholders.
2. A resolution to elect Audit & Supervisory Board Members
shall be adopted by a majority of the votes of shareholders
present at a meeting where shareholders holding one-thirdor more of the voting rights of shareholders who areentitled to exercise their voting rights are present.
(Term of Office)
Article 33.
1. The term of office of an Audit & Supervisory Board
Member shall expire at the conclusion of the annual
general meeting of shareholders for the last business year
out of the business years terminating within four years after
the election of the Audit & Supervisory Board Member.
2. The term of office of an Audit & Supervisory Board
Member elected as a substitute for an Audit & Supervisory
Board Member who retired from office before theexpiration of the term of office shall continue until the time
the term of office of the Audit & Supervisory Board
Member who retired from office is to expire.
(Audit & Supervisory Board)
Article 34.
The Company shall have an Audit & Supervisory Board.

Proposed Amendments
Articles 23. (As per current)(Convocation)
Article 24.
1. (As per current)
2. Notice of the convocation of a meeting as set forth in thepreceding paragraph shall be notified to each Director atleast two days prior to the date of the meeting. However,this period may be shortened in case of urgent necessity.
Articles 25. to 27. (As per current)(Compensation, etc.)
Article 28.
Compensation, bonuses and other economic benefits given by
the Company in consideration for the execution of duties(hereinafter referred to as “Compensation, etc.”) to Directors
shall be determined by resolution of a general meeting ofshareholders, distinguishing between Directors who are Audit
and Supervisory Committee Members and Directors who arenot.
Articles 29. (As per current)(Delegation of Important Business Execution Decisions)
Article 30.
The Company may, pursuant to Article 399-13, paragraph (6)of the Companies Act, by resolution of the Board of Directors,delegate all or part of the decisions on the important businessexecution (excluding the matters listed in each item ofparagraph (5) of the same Article) to the Directors.
(Deleted)-6-(Deleted)(Deleted)(Deleted)(Deleted)

Current Articles of Incorporation(Full-time Audit & Supervisory Board Members)
Article 35.
The Audit & Supervisory Board shall appoint full-time Audit &Supervisory Board Member(s) from among the Audit &Supervisory Board Members.
(Convocation)
Article 36.
Notice of the convocation of a meeting of the Audit &Supervisory Board shall be notified to each Audit &Supervisory Board Member at least two days prior to the dateof the meeting. However, this period may be shortened in caseof urgent necessity.
(Method of Resolution)
Article 37.
The resolution at an Audit & Supervisory Board meeting shall,unless otherwise stipulated by law or regulations, be adopted
by a majority of the Audit & Supervisory Board Members.
(Compensation, etc.)
Article 38.
Compensation, etc. to Audit & Supervisory Board Members
shall be determined by resolution of a general meeting ofshareholders.
(Exemption From Liability)
Article 39.
1. Pursuant to the provisions of Article 426, paragraph (1) of
the Companies Act, the Company may, by resolution of theBoard of Directors, exempt an Audit & Supervisory Board
Member (including a person who was formerly an Audit &Supervisory Board Member) from his/her liability fordamages arising from neglecting his/her duties to the extent
permitted by laws and regulations.
2. Pursuant to the provisions of Article 427, paragraph (1) of
the Companies Act, the Company may enter into anagreement with an Audit & Supervisory Board Member
limiting his/her liability for damages arising fromneglecting his/her duties. However, the maximum amountof liability for damages based on such agreement shall be
the amount stipulated by laws and regulations.
(New)

(New)

(New)

(New)

Proposed Amendments(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)

Chapter V
Audit and Supervisory Committee(Audit and Supervisory Committee)
Article 31.
The Company shall have an Audit and Supervisory Committee.
(Full-time Audit and Supervisory Committee Members)
Article 32.
The Audit and Supervisory Committee may, by its resolution,
appoint full-time Audit and Supervisory Committee
Member(s).
(Convocation)
Article 33.
1. Notice of the convocation of a meeting of the Audit andSupervisory Committee shall be notified to each Audit andSupervisory Committee Member at least two days prior to
the date of the meeting. However, this period may be
shortened in case of urgent necessity.
2. With the consent of all Audit and Supervisory Committee
Members, a meeting of the Audit and Supervisory
Committee may be held without following the convening
procedures.

-7-Current Articles of Incorporation
(New)

(New)

Chapter VI
Financial Auditor
Articles 40. to 41. (Omitted)(Compensation, etc.)
Article 42.
Compensation, etc. of the Financial Auditor shall be
determined by the Representative Director with the consent of
the Audit & Supervisory Board.
Chapter VII
Accounts
Articles 43. to 46. (Omitted)
Chapter VIII
Takeover Defense Measures
Articles 47. to 48. (Omitted)(New)

Proposed Amendments(Method of Resolution)
Article 34.
Resolutions of the Audit and Supervisory Committee shall be
adopted by a majority of the Audit and Supervisory Committee
Members present at a meeting where a majority of the Audit
and Supervisory Committee Members who are entitled toparticipate in the voting are present.
(Regulations of the Audit and Supervisory Committee)
Article 35.
Matters concerning the Audit and Supervisory Committee shallbe governed by the Regulations of the Audit and Supervisory
Committee established by the Audit and Supervisory
Committee in addition to laws and regulations or these Articles
of Incorporation.
Chapter VI
Financial Auditor
Articles 36. to 37. (As per current)(Compensation, etc.)
Article 38.
Compensation, etc. of the Financial Auditor shall be
determined by the Representative Director with the consent of
the Audit and Supervisory Committee.
Chapter VII
Accounts
Articles 39. to 42. (As per current)
Chapter VIII
Takeover Defense Measures
Articles 43. to 44. (As per current)(Supplementary Provisions)(Transitional Measures Regarding Exemption of Audit &Supervisory Board Members From Liability)
Article 1.
Pursuant to the provisions of Article 426, paragraph (1) of theCompanies Act, the Company may, by resolution of the Boardof Directors, exempt an Audit & Supervisory Board Member(including a person who was formerly an Audit & Supervisory
Board Member) from his/her liability for damages arising fromneglecting his/her duties to the extent permitted by laws andregulations before the partial amendment to the Articles ofIncorporation approved at the 160th Annual General Meetingof Shareholders takes effect.

-8-

Proposal No. 3

Election of Eight Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

If Proposal No. 2 “Partial Amendment to the Articles of Incorporation” is approved and passed as originally proposed,
the Company will transition to a company with an Audit and Supervisory Committee at the conclusion of this meeting,and all nine Directors will retire from their positions upon expiration of their terms of office.
In that regard, the Company proposes the election of eight Directors (excluding Directors who are Audit andSupervisory Committee Members; the same shall apply hereinafter in this proposal).
This proposal will become effective on the condition that the amendment to the Articles of Incorporation in Proposal
No. 2 takes effect.
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
In charge of General Affairs Division and Real EstateManagement OfficeDirector and Executive Officer
In charge of overall safety and quality control

2

Hidenori Miyamoto

3

Akihito Yoshida

4

Yuzuru Nakamura

5

Kazunori Kuromoto

Outside Director

6

Reiko Amano

Outside Director

7

Hidema Jinno

Outside Director

8

Tomozo Yoshikawa

Outside Audit & Supervisory Board Member

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-9-

Candidate
attribute
Reelection
Reelection

Reelection
Reelection
Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent
New election
OutsideIndependent

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
23,511 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.

- 10 -

Candidate
No.

Name (Date of birth)

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

2

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
10,394 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.

- 11 -

Candidate
No.

Name (Date of birth)

Career summary, position, and responsibilities in the Company
Apr. 1987
June 2016

3

Number of theCompany’s shares
ownedJoined the Company
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
Headquarters, Senior General Manager ofTechnology Headquarters, and in charge ofAdvanced Engineering Business Division of
Akihito Yoshida
Yokogawa Bridge Corp.
(July 24, 1962)
Apr. 2022
Director and President, Executive Officer of
Yokogawa Bridge Corp.
Reelection
Executive Officer of the Company
7,320 shares
Jun. 2022
Director and Executive Officer of the Company
Attendance at Board ofPresident and Representative Director, andDirectors meetings
Executive Officer of Yokogawa Bridge Corp.
(13 out of 13 meetings)
Apr. 2023
Director, Executive Officer, and in charge ofGeneral Affairs Division of the Company
Apr. 2024
Director, Managing Executive Officer, and in
charge of General Affairs Division and Real
Estate Management Office of the Company(current position)
Representative Director of Yokogawa Bridge
Corp. (current position) (scheduled to retire inJune 2024)(to the present)[Significant concurrent positions outside the Company]
None
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 has awealth of experience, achievements and broad knowledge of overall management. The Company, therefore, has
appointed him as a candidate for reelection as Director of the Company in expectation of his continued contribution tofurther enhancement of the corporate value of the Group.

- 12 -

Candidate
No.

Name (Date of birth)

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

4

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
Corp.
Apr. 2018
Director, General Manager of Tokyo
Construction Division of Yokogawa Bridge
Yuzuru Nakamura
Corp.
(May 14, 1961)
June 2019
Managing Director and General Manager,
Reelection
Tokyo Construction Division of Yokogawa
8,000 shares
Bridge Corp.
Attendance at Board ofJune 2020
Director, Managing Executive Officer, General
Directors meetings
Manager of Tokyo Construction Division of(10 out of 10 meetings)
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.
Executive Officer, in charge of Procurement
Office, overall safety and quality control of theCompany
June 2023
Director, Executive Officer, and in charge ofProcurement Office, overall safety and quality
control of the Company
Apr. 2024
Director, Executive Officer, and in charge ofoverall safety and quality control of theCompany (current position)
Director and President, Executive Officer of
Yokogawa Bridge Corp. (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 in June
2024)
Reasons for nomination as candidate for Director
Yuzuru Nakamura has been involved in the management of the bridge business as Director of the Company andDirector, President and Executive Officer of a Group company, and has a wealth of experience and achievements andbroad 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.

- 13 -

Candidate
No.

Name (Date of birth)

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

5

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.
Kazunori Kuromoto
Apr. 2013
Senior Executive Officer (Jomu), and President(May 23, 1955)
of Mining Business Unit and ICT Business Unitof Komatsu Ltd.
Reelection
June 2013
Director, Senior Executive Officer (Jomu), andOutside2,000 shares
President of Mining Business Unit and ICT
Independent
Business Unit of Komatsu Ltd.
Attendance at Board ofApr. 2016
Director and Senior Executive Officer (Senmu)
Directors meetingsof Komatsu Ltd.
(13 out of 13 meetings)
June 2018
Advisor of Komatsu Ltd. (current position)
Apr. 2020
Trustee, Kanazawa University, a national
university corporation (part-time)
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.
[Reasons for nomination as candidate for Outside Director and overview 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.

- 14 -

Candidate
No.

Name (Date of birth)

Career summary, position, and responsibilities in the Company
Apr. 1980
Mar. 2004

6

Number of theCompany’s shares
ownedJoined Kajima Corporation
Visiting Professor, International Center for
Urban Safety Engineering, The University ofTokyo
Apr. 2005
Senior Manager of Technology Development
Department Civil Engineering Management
Division of Kajima Corporation
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)Outside1,400 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) (scheduled to retirein June 2024)
Sept. 2019
Auditor of Japan Atomic Energy Agency(National Research and Development Agency)
June 2021
Outside Director of the Company (current
position)
June 2023
Outside Director of JAPAN POST BANK Co.,
Ltd. (current position)(to the present)[Significant concurrent positions outside the Company]
Outside Director of JAPAN POST BANK Co., Ltd.
[Reasons for nomination as candidate for Outside Director and overview 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.

- 15 -

Candidate
No.

Name (Date of birth)

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

7

8

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.
Reelection
Apr. 2019
Executive Officer of MS&AD Insurance Group
OutsideHoldings, Inc.
800 shares
Independent
June 2019
Full-time Audit & Supervisory Board Memberof MS&AD Insurance Group Holdings, Inc.
Attendance at Board ofJune 2023
Outside Director of the Company (current
Directors meetings
position)(10 out of 10 meetings)(to the present)[Significant concurrent positions outside the Company]
None[Reasons for nomination as candidate for Outside Director and overview 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 reelection as Outside Director in
expectation for his provision of supervision, advice, etc. on decision making by the Company’s Board of Directors andthe execution of Directors’ duties by utilizing his considerable business experience and extensive insight.
Apr. 1979
Joined The Dai-Ichi Kangyo Bank, Limited
Apr. 2007
Executive Officer and General Manager ofFinancial Planning Division, Mizuho Bank,
Ltd.
Apr. 2008
Managing Executive Officer, Mizuho Bank,
Ltd.
June 2011
Vice President and Executive Officer of JAPANTomozo Yoshikawa
HADES CO., LTD.
(April 16, 1955)
June 2016
President and Representative Director of
Kronos Co., LTD
New election
Director of KSO Corporation
Outside1,000 shares
July 2017
Advisor of Seiwa Sogo Tatemono Co., Ltd.
Independent
Apr. 2018
President and Representative Director of
Kabushiki Kaisha Yushu Tatemono
Attendance at Board ofAudit & Supervisory Board Member of Seiwa
Directors meetings
Sogo Tatemono Co., Ltd.
(13 out of 13 meetings)
June 2019
Outside Audit & Supervisory Board Member ofTOKYO ROPE MFG. CO., LTD.
June 2020
Outside Audit & Supervisory Board Member(current position)(to the present)[Significant concurrent positions outside the Company]
None[Reasons for nomination as candidate for Outside Director and overview of expected roles]
Tomozo Yoshikawa has held important positions over the years including those related to finance and corporate
planning in Mizuho Bank, Ltd., in addition to working in important managerial positions and serving as outside officer
of other companies, and possesses considerable degree of insight into finance and accounting and broad expertise inmanagement in general. In addition, as he is currently an Audit & Supervisory Board Member of the Company andprovides us with appropriate advice from an objective standpoint, 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 theCompany’s Board of Directors and the execution of Directors’ duties.
1. There is no special interest between any of the candidates and the Company.
2. Kazunori Kuromoto, Reiko Amano, Hidema Jinno, and Tomozo Yoshikawa are the candidates for Outside Directors.
3. Kazunori Kuromoto, Reiko Amano, and Hidema Jinno are currently Outside Directors of the Company. Kazunori
Kuromoto will have been in office for four years, Reiko Amano, three years, and Hidema Jinno, one year, respectively as- 16 -

4.

5.

6.

7.

of the conclusion of this Annual General Meeting of Shareholders. Tomozo Yoshikawa is currently an Outside Audit &Supervisory Board Member. He will have been in office for four years at the conclusion of this meeting.
Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into agreementswith Kazunori Kuromoto, Reiko Amano, Hidema Jinno, and Tomozo Yoshikawa to limit their liability as provided for in
Article 423, paragraph (1) of the same Act. The maximum amount of liability for damages under these agreements is theamount stipulated by laws and regulations. If their elections are approved, the Company plans to continue the agreementswith 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,
including the Company’s directors. If the candidates are elected and assume office, they will be included as insureds inthe said insurance agreement. In addition, the Company plans to renew the agreement with details of the same degree atthe time of next renewal.
The Company has submitted notification to the Tokyo Stock Exchange that Kazunori Kuromoto, Reiko Amano, Hidema
Jinno, and Tomozo Yoshikawa have been designated as Independent Officers as provided for by the aforementioned
exchange. If their elections are approved, 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. Until March 2010, Tomozo
Yoshikawa served as a person executing business in Mizuho Bank, Ltd., the principal bank loan provider of the Company.
However, taking into consideration the significant amount of time that has passed since then, and in view of the nature of
the transactions maintained with the company, the Company deems him capable of performing the role of Outside Director
from an independent standpoint.
The attendance of Yuzuru Nakamura and Hidema Jinno at the Board of Directors meetings includes only the meetings
held after their appointment on June 28, 2023. In addition, Tomozo Yoshikawa’s attendance at meetings of the Board of
Directors as an Audit & Supervisory Board Member is shown.

- 17 -

Proposal No. 4

Election of Three Directors Who Are Audit and Supervisory Committee Members

If Proposal No. 2 “Partial Amendment to the Articles of Incorporation” is approved and passed as originally proposed,
the Company will transition to a company with an Audit and Supervisory Committee.
In that regard, the Company proposes the election of three Directors who are Audit and Supervisory Committee
Members. The consent of the Audit & Supervisory Board has been obtained for this proposal.
This proposal will become effective on the condition that the amendment to the Articles of Incorporation in Proposal
No. 2 takes effect.
The candidates for Director who is an Audit and Supervisory Committee Member are as follows:
Candidate
Name
No.
1
Ryogo Hirokawa

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

2

Shoji Osaki

Outside Audit & Supervisory Board Member

3

Haruko Shibumura–

New election: Candidate for new Director
Outside: Candidate for Outside Director
Independent: Independent officer as provided for by the securities exchange- 18 -

Candidate
attribute
New election
New election
OutsideIndependent
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
New election
Structures Maintenance Business Office of
Yokogawa Bridge Corp.
9,300 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 Director who is an Audit and Supervisory Committee 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. In addition, he has worked as full-time Audit & Supervisory
Board Member for many years and possesses considerable degree of insight into finance and accounting. The Company,
therefore, has appointed him as a candidate for election as Director who is an Audit and Supervisory Committee
Member, in expectation that he will utilize his knowledge and experience in strengthening the Company’s auditing
system.

- 19 -

Candidate
No.

Name (Date of birth)

Career summary and position
Apr. 1979
Mar. 2005

2

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.
Mar. 2010
Executive Officer and General Manager of
Shoji Osaki
Tokai Hokuriku Division of Sapporo Breweries(August 17, 1955)
Ltd.
Mar. 2012
Full-time Audit & Supervisory Board Member
New electionof Sapporo Beverage Co., Ltd. and Audit &OutsideSupervisory Board Member of Sapporo
Independent
Breweries Ltd., Sapporo Group Management
200 sharesLtd., and Sapporo International Inc.
Attendance at Board ofMar. 2013
Full-time Audit & Supervisory Board Member
Directors meetingsof Pokka Sapporo Food & Beverage Ltd.
(10 out of 10 meetings)
Attendance at Audit &Mar. 2015
Full-time Audit & Supervisory Board Member
Supervisory Board meetingsof Sapporo Holdings Ltd.
(11 out of 11 meetings)
Mar. 2019
Outside Director of OYO Corporation (current
position)
June 2020
Outside Audit & Supervisory Board Member ofHaruna Beverage Inc. (current position)
June 2023
Outside Audit & Supervisory Board Member(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 Director who is an Audit and Supervisory Committee Member andoverview of expected roles]
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 appointed him as a candidate for election as Outside Director who is an Audit andSupervisory Committee Member.

- 20 -

Candidate
No.

Name (Date of birth)

Career summary and position
Apr. 1994

3

Notes:

1.
2.
3.
4.

5.

6.

7.

Number of theCompany’s shares
ownedRegistered as an attorney at law (belonging to
Dai-Ni Tokyo Bar Association)
Joined Law Offices of Homma & Komatsu(currently Homma & Partners)
Apr. 1999
Partner, Attorney at law of Law Offices ofHaruko Shibumura
Homma & Komatsu (current position)(December 6, 1964)
June 2015
Outside Auditor of NICHIREKI CO., LTD.
June 2018
Outside Director of TAMURA
New election
CORPORATION
OutsideJune 2019
Outside Director of NICHIREKI CO., LTD.
Independent(current position)
0 shares
Outside Director (Audit & Supervisory
Attendance at Board ofCommittee Member) of Astellas Pharma Inc.
Directors meetings
June 2023
Outside Director (Audit & Supervisoryn/aCommittee Member) of TAMURA
Attendance at Audit &CORPORATION (current position)
Supervisory Board meetings(to the present)n/a[Significant concurrent positions outside the Company]
Partner, Attorney at law of Homma & Partners
Outside Director of NICHIREKI CO., LTD.
Outside Director (Audit & Supervisory Committee Member) of
TAMURA CORPORATION[Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member andoverview of expected roles]
Haruko Shibumura, although not having directly engaged in the management of companies other than serving as an
outside officer, has profound knowledge about corporate legal matters as an attorney at law. She has also served as an
outside Officer of other companies, and has extensive knowledge of management in general, which can be utilized instrengthening the Company’s auditing systems. Therefore, the Company appointed her as a candidate for election as
Outside Director who is an Audit and Supervisory Committee Member.
There is no special interest between any of the candidates and the Company.
Shoji Osaki and Haruko Shibumura are the candidates for Outside Director.
Shoji Osaki is currently an Outside Audit & Supervisory Board Member. He will have been in office for one year at theconclusion of this meeting.
Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into agreementswith Ryogo Hirokawa and Shoji Osaki to limit their liability as provided for in Article 423, paragraph (1) of the same Act.
The maximum amount of liability for damages under these agreements is the amount stipulated by laws and regulations.
If their elections are approved, the Company plans to continue the agreements with them. If the election of Haruko
Shibumura is approved, the Company will enter into a similar agreement to limit her liability.
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 during thepolicy 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 for damages, dispute
expenses and other related costs to be borne by the insured. If the candidates are elected and assume office, they will be
included as insureds in the said insurance agreement. In addition, the Company plans to renew the agreement with detailsof the same degree at the time of next renewal.
The Company has submitted notification to the Tokyo Stock Exchange that Shoji Osaki has been designated as
Independent Officer as provided for by the aforementioned exchange. If his election is approved, the Company plans tosubmit notification concerning the continuation of his appointment as Independent Officer. Further, Haruko Shibumura
satisfies the requirements of an Independent Officer as provided for by the aforementioned exchange. If her election isapproved, she will be appointed as an Independent Officer.
The attendance of Shoji Osaki at the Board of Directors meetings and the Audit & Supervisory Board meetings includes
only the meetings held after his appointment as Audit & Supervisory Board Member on June 28, 2023.

- 21 -

Reference: Skill Matrix of Directors After the Approval of Proposal No. 3 and Proposal No. 4

Name

Post

Kazuhiko
TakataPresident andRepresentative
Director
Director
Managing Executive
Officer
Director
Managing Executive
Officer

Hidenori
Miyamoto
AkihitoYoshidaYuzuruNakamura
Kazunori
Kuromoto
Reiko
Amano
HidemaJinno
TomozoYoshikawa

Corporate Finance/
Manage- Accounting
ment

Skills/Experience/Specialization
Legal
Human
Affairs/
SustainSales/
R&D/DX
ResourcesRiskability Marketing
Manage- /Labour
ment

○

○

○

○

○

○

○

○

○

Safety/Quality/
Production○○○

Director
Executive Officer

○

○

○

○

Outside Director

○

○

○

○

Outside Director

○

○

○

Outside Director

○

○

○

Outside Director

○

○

○

○

○

Director
Audit and Supervisory
Committee Member
Outside Director
Shoji Osaki Audit and Supervisory
Committee Member
Outside Director
HarukoAudit and Supervisory
Shibumura Committee Member

Ryogo
Hirokawa

○

○

○

○

○

- 22 -○○○

Reference: Corporate Governance Structure of the Group After Transition to a Company With an Audit andSupervisory Committee- 23 -

Proposal No. 5

Determination of the Amount of Basic Compensation for Directors (Excluding Directors Who
Are Audit and Supervisory Committee Members)

If Proposal No. 2 “Partial Amendment to the Articles of Incorporation” is approved and passed as originally proposed,
the Company will transition to a company with an Audit and Supervisory Committee.
The amount of basic compensation for Directors of the Company was approved at the 156th Annual General Meetingof Shareholders held on June 25, 2020 as ¥350 million or less per year (including ¥50 million or less per year for
Outside Directors), and is still approved to this day. However, in accordance with the transition to a company with
an Audit and Supervisory Committee, the Company proposes to redefine the amount of basic compensation for
Directors (excluding Directors who are Audit and Supervisory Committee Members) to be no more than ¥350 million
per year (including no more than ¥50 million per year for Outside Directors).
The Company believes that the contents of this proposal are appropriate because they take into consideration various
factors, including the duties and responsibilities of the Company’s Directors and the economic situations, and are
based on compensation levels that have been verified as appropriate by the Remuneration Advisory Committee. Said
compensation will not include 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.
The current number of Directors is nine (including three Outside Directors). If Proposal No. 2 “Partial Amendment
to the Articles of Incorporation” and Proposal No. 3 “Election of Eight Directors (Excluding Directors Who Are
Audit and Supervisory Committee Members)” are approved and passed as originally proposed, the number of
Directors (excluding Directors who are Audit and Supervisory Committee Members) for this proposal will be eight(including four Outside Directors).
This proposal will become effective on the condition that the amendment to the Articles of Incorporation in Proposal
No. 2 “Partial Amendment to the Articles of Incorporation” takes effect.

- 24 -

Proposal No. 6

Determination of the Amount of Compensation for Directors Who Are Audit and Supervisory
Committee Members

If Proposal No. 2 “Partial Amendment to the Articles of Incorporation” is approved and passed as originally proposed,
the Company will transition to a company with an Audit and Supervisory Committee.
Therefore, we propose that the amount of compensation to Directors who are Audit and Supervisory Committee
Members be limited to ¥100 million per year.
The Company believes that this proposal is appropriate because it was determined based on comprehensive
consideration of the Company’s business scale, executive compensation system and its payment level, the current
number of officers, and future trends.
The number of Directors who are Audit and Supervisory Committee Members in relation to this proposal will bethree if Proposal No. 2 “Partial Amendment to the Articles of Incorporation” and Proposal No. 4 “Election of Three
Directors Who Are Audit and Supervisory Committee Members” are approved and passed as originally proposed.
This proposal will become effective on the condition that the amendment to the Articles of Incorporation in Proposal
No. 2 “Partial Amendment to the Articles of Incorporation” takes effect.

- 25 -

Proposal No. 7

Determination of the Annual Incentive Compensation for Directors (Excluding Directors Who
Are Audit and Supervisory Committee Members and Outside Directors)

1. Reasons for the proposal and reasons why the said compensation plan is appropriate
The Company introduced an annual incentive compensation plan (referred to as the “Plan” in this proposal) for
Directors excluding Outside Directors with the aim of further motivating them to achieve performance targets.
If Proposal No. 2 “Partial Amendment to the Articles of Incorporation” is approved and passed as originallyproposed, the Company will transition to a company with an Audit and Supervisory Committee, and accordingly,
this proposal requests that the Company will re-determine the compensation limit for the Plan as thecompensation limit for Directors (excluding Directors who are Audit and Supervisory Committee Members andOutside Directors).
As in the past, this limit of compensation is separate from the amount of compensation for which approval issought in Proposal No. 5 “Determination of the Amount of Basic Compensation for Directors (Excluding
Directors Who Are Audit and Supervisory Committee Members).” This proposal is in connection with thetransition to a company with an Audit and Supervisory Committee, and its substantive content is the same as thatapproved at the 159th Annual General Meeting of Shareholders held on June 28, 2023.
The Company believes that the contents of this proposal are appropriate so that the Company’s annual incentive(which, if Proposal No. 5 through Proposal No. 8 are approved and passed, will be the executive compensation
plan for FY2024 as described in this Notice of Convocation, “Director Compensation Plan for FY2024(Summary)”) will function as a sound incentive for the Company’s sustainable growth, as before.
The current number of Directors is nine (including three Outside Directors), and if Proposal No. 3 “Election ofEight Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)” is approved andpassed as originally proposed, the number of Directors subject to the Plan will be four.
This proposal will become effective on the condition that the amendment to the Articles of Incorporation in
Proposal No. 2 “Partial Amendment to the Articles of Incorporation” takes effect.
2. Amount, content, etc. of compensation in the Plan
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, the amount of compensation in the Plan will fluctuate
within a range of 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 andconfirmation of their appropriateness by the Remuneration Advisory Committee at the beginning of the fiscal
year. As approved at the 159th Annual General Meeting of Shareholders held on June 28, 2023, as in the past,
the amount of compensation in the Plan 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.

- 26 -

Proposal No. 8

Determination of the Medium- to Long-term Incentive Compensation for Directors (Excluding
Directors Who Are Audit and Supervisory Committee Members and Outside Directors)

1. Reasons for the proposal and reasons why the said compensation plan is appropriate
The Company introduced a medium- to long-term incentive compensation plan, which is a stock-based
compensation plan, (referred to as the “Plan” in this proposal) for Directors excluding Outside Directors, for the
purpose of providing stock-based compensation using a trust. If Proposal No. 2 “Partial Amendment to the
Articles of Incorporation” is approved and passed as originally proposed, the Company will transition to acompany with an Audit and Supervisory Committee, and accordingly, this proposal requests that the Company
will re-determine the compensation limit for the Plan as the compensation limit for Directors (excluding
Directors who are Audit and Supervisory Committee Members and Outside Directors).
As in the past, this limit of compensation is separate from the amount of compensation for which approval issought in Proposal No. 5 “Determination of the Amount of Basic Compensation for Directors (Excluding
Directors Who Are Audit and Supervisory Committee Members).” This proposal is in connection with thetransition to a company with an Audit and Supervisory Committee, and its substantive content is the same as thatapproved at the 159th Annual General Meeting of Shareholders held on June 28, 2023. In addition, regarding thedetermination of the details of the Plan, it is proposed that the Board of Directors be entrusted with the decision
within the scope of 2. below.
The Company believes that the contents of this proposal are appropriate in order for the Company’s medium- tolong-term incentive compensation (which, if Proposal No. 5 through Proposal No. 8 are approved and passed,
will be the executive compensation plan for FY2024 as described in this Notice of Convocation, “Director
Compensation Plan for FY2024 (Summary)”) to accomplish the purposes of making the linkage between
Directors’ compensation and the Company’s share value clearer, increasing Directors’ awareness of contributing
to the improvement of the Company’s medium- to long-term performance and increase in corporate value by
sharing with shareholders the benefits and risks associated with share price fluctuations, and providing an
incentive to achieve performance targets, etc., and to continuously enhance corporate value, as before.
The current number of Directors is nine (including three Outside Directors), and if Proposal No. 3 “Election ofEight Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)” is approved andpassed as originally proposed, the number of Directors subject to the Plan will be four.
This proposal will become effective on the condition that the amendment to the Articles of Incorporation in
Proposal No. 2 “Partial Amendment to the Articles of Incorporation” takes effect.
2. Amount, content, etc. of compensation, etc. in the Plan
(1) Overview of the Plan
As described in the Reference Documents for General Meeting of Shareholders of the 154th, 158th, and159th Annual General Meetings of Shareholders, the trust established by the Company (which was alreadyestablished in August 2018; referred to as the “Trust” in this proposal) will acquire the Company’s commonshares (hereinafter referred to as the “Company’s Shares”), and the Company will grant points to Directors(excluding, however, Outside Directors and (after the transition to a company with an Audit andSupervisory Committee) Directors who are Audit and Supervisory Committee Members. The same applies
hereinafter.) in accordance with the share delivery regulations established by the Company’s Board of
Directors, and the Company will deliver the equivalent number of the Company’s Shares to each Director
through the Trust.
The overview 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 (or uponretirement of a Director who is an Audit and Supervisory Committee Member if the Director assumes office
as an Audit and Supervisory Committee Member at the same time as he/she retires from office as a Director
who is not an Audit and Supervisory Committee Member).

- 27 -

Directors, excluding Directors who are Audit and Supervisory
Committee Members and Outside Directors
From the end of the business year ending March 31, 2025 tothe end of the business year ending March 31, 2027

1.

Persons eligible for the Plan

2.

Target period

3.

In the extended trust period (3 years, from September 2024 toAugust 2027), the maximum amount of money the Company
will contribute as funds to acquire the Company’s Sharesrequired to provide shares to those eligible persons 1. above

Total: ¥240 million

4.

Method to acquire the Company’s 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 1. 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 the Company’s Shares to eligible persons
in 1. above

In principle, when leaving their appointment(2)

Maximum amount to be contributed by the Company
As described in the Reference Document for the 158th Annual General Meeting of Shareholders held on
June 28, 2022 (Proposal No. 4), the Company has extended the trust period of the Trust until August 2024,
and will now extend the trust period of the Trust for another three years (from September 2024 to August2027). In addition, during the three-year trust period of the extension (from September 2024 to August2027), the Company shall additionally transfer up to ¥240 million in total to the Trust as compensation for
Directors who will be in office during the target period as stated in 2. in the above table to fund theacquisition of the Company’s Shares necessary to be delivered as stock-based compensation to Directors
under the Plan. The Trust will acquire the Company’s Shares by means of the disposal of the Company’s
own shares or by acquiring them from the stock exchange market (including off-floor trading) using themoney entrusted by the Company (this includes the money additionally placed in the Trust and the money
remaining in the Trust from before the addition of money placed in trust by the Company as describedabove) as the source of funds.
Note:

The amount of money to be additionally placed in the Trust shall be the sum of the funds for theacquisition of the Company’s Shares and the estimated amount of necessary expenses such astrust fees and trust administrator fees. In addition, the Company’s Shares already acquired by
the Trust for the Plan prior to the amendment may be delivered by the Trust to the Directors andExecutive Officers (the stock-based compensation plan with the same conditions has alreadybeen introduced for Executive Officers who have entered into a mandate agreement with theCompany) as delivery based on the Plan after the amendment.

In addition, by decision of the Company’s Board of Directors, a new target period may be set for a durationof not more than three business years, extending the trust period further by a duration of not more than
three years (this includes de facto extending the trust period by relocating the assets of the Trust to a trust
set up by the Company that has the same purpose as the Trust. The same shall apply hereafter), and thissystem may continue. In this case, within the extended trust period, the Company shall additionally transfer
to the Trust an amount of money up to ¥80 million multiplied by the number of years of the extended 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’s Shares as described in (3)below (and in the same manner thereafter).
In addition, even if the new target period is not set 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 the Trust may be extended until said Directors have finishedtheir appointments and the provision of the Company’s Shares has been completed.

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(3)Calculation method and upper limit on the Company’s Shares provided to Directors(i) Method, etc. for allocating points to Directors
Based on the Share Delivery Regulations determined by the Company’s Board of Directors, theCompany 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 degreeof achievement of performance targets, etc. (The performance indicator to be referenced shall be
determined by the Company’s Board of Directors, but for the business year ending March 31, 2025,
it is planned that the “Relative TSR” (the Company’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 asoriginally proposed, after the conclusion of this Annual General Meeting of Shareholders, as
compensation for the execution of duties up to the conclusion of this Annual General Meeting of
Shareholders, points may be granted within the scope of the Previous General Meeting Resolution.
However, the total number of points allocated by the Company to its Directors is not to be more than
70,000 points in a single business year.
(ii) Provision of the Company’s Shares in accordance with the number of points allocatedDirectors shall be provided with the Company’s Shares according to the number of points allocatedin (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 theCompany’s Shares equivalent to the lapsed points shall not be delivered to the Director. Note thatone point is equivalent to one share of the Company’s Shares. However, with regard to theCompany’s Shares, when an event happens whereby it is considered rational to adjust the number of
the Company’s Shares that are to be allocated, such as a share split, reverse share split, etc., thenumber of the Company’s Shares per point may be adjusted based on the split ratio/reverse split ratio,
etc.
(iii) Provision of the Company’s Shares to Directors
Directors are provided from the Trust with the Company’s Shares in (ii) above (including theCompany’s Shares corresponding to the points granted under the Plan before the change) as
beneficiaries of the Trust, in principle, by obtaining their beneficial interest in the Trust through theprescribed procedures upon leaving their position.
However, a certain percentage of the Company’s Shares may be provided in cash after being sold andconverted into money in the Trust for the Company to withhold the funds needed to pay withholding
income taxes, etc. In addition, in the event that the Company’s Shares in the Trust are converted, suchas when the Company’s Shares in the Trust are tendered to a tender offer and settled, etc., cash may
be provided in lieu of the Company’s Shares.

(4)

Exercise of voting rights
Voting rights related to the Company’s Shares in the Trust will be uniformly not exercised in accordancewith the directions of a trust manager independent from the Company and its Directors. Following such amethod is intended to ensure impartiality regarding the Company management with respect to the exercise
of voting rights related to the Company’s Shares in the Trust.

(5)

Handling of dividends
Dividends related to the Company’s Shares in the Trust will be received by the Trust and used to pay forthe acquisition of the Company’s Shares and the trustee’s custodian fees related to the Trust.

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Reference: Director Compensation Plan for FY2024 (Summary)
If Proposal No. 5 through Proposal No. 8 are approved and passed as originally proposed, in accordance with thecontents of the resolutions, the Director Compensation Plan for FY2024 will be the compensation system summarized
below and the structure, etc. of annual, medium-term and long-term incentive compensation, and the existing Director
Compensation Plan will be maintained. With regard to the policy for determining the compensation, etc. of individual
Directors of the Company, it is planned that the term “Directors” will be changed to “Directors (excluding Directors
who are Audit and Supervisory Committee Members)” and the term “Audit & Supervisory Board Members” will bechanged to “Directors who are Audit and Supervisory Committee Members,” but there are no plans to change thesubstance of the policy.
1. Compensation System
Compensation for the Company’s Directors (excluding Directors who are Audit and Supervisory Committee
Members and Outside Directors. The same applies hereinafter) will consist of basic compensation as fixedcompensation, annual incentive compensation linked to the Company’s performance in a single business year,
and medium- to long-term incentive compensation that varies depending on the achievement of the Company’s
performance targets and other factors over three business years. The proportion of each type of compensation
for Directors will reflect the weight of management responsibility for each position by increasing the proportionof each type of incentive compensation for each senior position. However, compensation for Directors who are
Audit and Supervisory Committee Members and Outside Directors shall be limited to basic 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 performancefor a single fiscal year shall be consolidated operating income, which represents the results of corporate activities,
and consolidated net sales, which is the primary basis of corporate activities. The evaluation weighting of thetwo 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” based on the consistent implementationof 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 business years, and for the Director Compensation Plan for
FY2024, the evaluation period will be from FY2024 to FY2026. 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 stockbased 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 theCompany shares corresponding to the accumulated points (1 point = 1 share of the Company’s stock) aredelivered upon resignation/retirement from the Company.
Compensation 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 individual- 30 -

compensation, 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.
[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 2027 + Total amountof dividends paid from FY2024 to the end of FY2026) ÷ Average of closing price of the Company’s stock oneach day of May 2024
TOPIX growth rate including dividends (%) = Average of the closing price of TOPIX including dividends oneach day of May 2027 ÷ Average of the closing price of TOPIX including dividends on each day of May 2024
The Company’s TSR growth rate (%) = the Company’s TSR ÷ TOPIX growth rate including dividends = theshare delivery rate (%)- 31 -