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.
Stock Exchange Code: 1954
September 6, 2018
To Shareholders with Voting Rights:
Ryuichi Arimoto
Representative Director and President
NIPPON KOEI CO., LTD.
(Headquarters) 4, Kojimachi 5-chome,
Chiyoda-ku, Tokyo(Main Office) 14-6, Kudankita 1-chome,
Chiyoda-ku, TokyoNOTICE OF
THE 74TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 74th Annual General Meeting of Shareholders 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(Note 1).
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise
your voting rights by 5:30 p.m. on Wednesday, September 26, 2018, Japan time.
1. Date and Time:
2. Place:

Thursday, September 27, 2018 at 10:00 a.m. Japan time
Shirakaba and Tsuru, 3F, Hotel Grand Palace
1-1 Iidabashi 1-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 74th Fiscal Year
(July 1, 2017 - June 30, 2018)
2. Results of audits by the Accounting Auditor and the Audit & Supervisory
Board of the Consolidated Financial Statements
Proposals to be resolved:
Proposal 1:
Election of 11 Directors
Proposal 2:
Election of 2 Audit & Supervisory Board Members
Proposal 3:
Election of 1 Substitute Audit & Supervisory Board Member
Proposal 4:
Revision of Compensation Amount for Audit & Supervisory Board Members(Note 1) Please access the website (https://soukai.mizuho-tb.co.jp/) and enter your voting rights code andpassword. To exercise your voting rights, please follow the guidance on the screen.
Additionally, if you are an institutional investor, you can exercise your voting rights through ICJ platform run
by ICJ, Inc.
Disclosure via the Internet◎ “Notes to Consolidated Financial Statements” and “Notes to Nonconsolidated Financial Statements” are posted
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, the Appendix tothis 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, the Appendix is apart of Consolidated Financial Statements and Nonconsolidated Financial Statements audited by Audit &Supervisory Board members in preparing their Audit Report.
◎ Should the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated
Financial Statements, and Nonconsolidated Financial Statements require revisions, the revised versions will be
posted on the following Company’s website.
The Company’s website: https://www.n-koei.co.jp/ir/-1-

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

Election of 11 Directors

The terms of office of all 11 directors will expire at the conclusion of this General Meeting of Shareholders.
Accordingly, the election of 11 directors, inclusive of 2 outside directors, is proposed.
The candidates are as follows:
No.

Name
(Date of birth)

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

June

June
Noboru Takano(September 14, 1952) June
[Reelection]
1

June

September
July
July

Number ofshares of theCompany held

1975 Joined the Company
2008 General Manager of Operations Planning Office andGeneral Manager of Business Planning Office, Domestic
Consulting Operations of the Company
2009 Executive Officer of the Company
Deputy Director General of Domestic Consulting
Operations, General Manager of Operations Planning
Office, and General Manager of Business Planning
Office, Domestic Consulting Operations of the Company
2010 Deputy Director General of Domestic Consulting
Operations and General Manager of Operations Planning
Office, Domestic Consulting Operations of the Company
2011 Director and Executive Officer of the Company
Acting Director General of Domestic Consulting
Operations and General Manager of Operations Planning
Office, Domestic Consulting Operations of the Company
2012 Director and Managing Executive Officer of theCompany
Director General of Domestic Consulting Operations of
the Company
2014 Representative Director and Senior Managing Executive
Officer of the Company
2015 Representative Director and Executive Vice President incharge of technology of the Company
2017 Representative Director and Chairman of the Company(current position)

19,403[Reasons for selection]
Mr. Noboru Takano has been engaged in the management of the Company as Director since June 2011, and is appropriately
fulfilling these duties and responsibilities. Additionally, after serving as Representative Director and Executive Vice President(in charge of technology and Director General of Domestic Consulting Operations), he currently serves as Representative
Director and Chairman and is appropriately fulfilling his duties in supervision and promotion of overall management of theCompany Group based on his wealth of experience and achievements gained mainly in the field of Domestic Consulting
Operations. Due to the above, the Company has continued to designate him as a candidate for Director.

-2-

No.

Name
(Date of birth)

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

1976 Joined the Company
2007 General Manager of Business Promotion Department,June2008 Executive Officer of the Company

Number ofshares of theCompany held

Domestic Consulting Operations of the Company

June
June
July
September
Akira Mizukoshi(September 30, 1950)[Reelection]2

OctoberJuly
February
SeptemberJuly

Deputy Director General of International Consulting
Operations of the Company
2010 Director and Executive Officer of the Company
2012 Director and Managing Executive Officer of theCompany
2012 General Manager of Business Promotion Headquarters of
the Company
2014 Director and Senior Managing Executive Officer of theCompany
Director General of Corporate Headquarters and Director
General of Business Promotion Headquarters of theCompany
2014 Director General of Corporate Headquarters of theCompany
2015 Director and Executive Vice President in charge of Head
Office of the Company
2016 Director and Executive Vice President in charge of Head
Office and IR of the Company
2016 Representative Director and Executive Vice President incharge of Head Office and IR of the Company
2017 Director and Vice Chairman of the Company (current
position)

11,517[Reasons for selection]
Mr. Akira Mizukoshi has been engaged in the management of the Company as Director since June 2010, and is appropriately
fulfilling these duties and responsibilities. Additionally, after serving as Director General of Business Promotion
Headquarters, Director General of Corporate Headquarters and Representative Director and Executive Vice President, hecurrently serves as Director and Vice Chairman and is appropriately fulfilling his role in promotion of management andimprovement of value of the Company Group. Due to the above, the Company has continued to designate him as a candidate
for Director.

-3-

No.

Name
(Date of birth)

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

1977 Joined the Company
2007 Deputy Director General of Corporate Headquarters ofJuly2008 Deputy Director General of Corporate Headquarters andNumber ofshares of theCompany held

the Company

June
Ryuichi Arimoto(November 27, 1952)[Reelection]
3

June

June
July
September

General Manager of Corporate Planning Department of
the Company
2009 Director and Executive Officer of the Company
Director General of Corporate Headquarters and General
Manager of Corporate Planning Department of theCompany
2011 Director General of Corporate Headquarters and General
Manager of Personnel & General Affairs Department of
the Company
2012 Director and Managing Executive Officer of theCompany
2012 Director General of Corporate Headquarters and General
Manager of Personnel Department of the Company
2014 Representative Director and President of the Company(current position)

19,503[Reasons for selection]
Mr. Ryuichi Arimoto has been engaged in the management of the Company as Director since June 2009, and isappropriately fulfilling these duties and responsibilities. Additionally, after serving as Director General of Corporate
Headquarters, he is currently tasked with management of the Company Group as Representative Director and President. The
Company has judged that his insights, based on a wealth of operational experience in overall management and achievementsfrom leading the Group with strong leadership and decision-making are suitable for the advancement of the management andstrengthening of corporate governance of the Company Group. Due to the above, the Company has continued to designate
him as a candidate for Director.

-4-

No.

Name
(Date of birth)

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

1979 Joined the Company
2004 Senior General Manager of Plant Division, Power

June

2010 Executive Officer of the Company

Number ofshares of theCompany held

Engineering Company of the Company

June

Hiroyuki Akiyoshi(March 11, 1956)[Reelection]
4

June
July
July
July
April

July

Deputy Director General of Power Engineering
Operations (in charge of electromechanical consultationand new businesses) of the Company
2012 Director and Executive Officer of the Company
Acting Director General of Power Engineering Operationsand General Manager of Fukushima Works of theCompany
2013 Director General of Power Engineering Operations of theCompany
2015 Director and Managing Executive Officer of theCompany
2016 Director and Senior Managing Executive Officer of theCompany
2017 Representative Director and Senior Managing Executive
Officer of the Company
2018 Director General of Power Engineering Operations andRepresentative Director and Senior Managing Executive
Officer in charge of energy business of the Company
2018 Representative Director and Senior Managing Executive
Officer in charge of energy business and powerengineering of the Company (current position)

13,845[Reasons for selection]
Mr. Hiroyuki Akiyoshi has been engaged in the management of the Company as Director since June 2012, and isappropriately fulfilling these duties and responsibilities. Additionally, after serving as Director General of Power Engineering
Operations, he currently serves as Representative Director and Senior Managing Executive Officer (concurrently being incharge of energy business and power engineering), and is fulfilling his duty of further enriching the energy business of theCompany Group responding to reform of the electric power system. Due to the above, the Company has continued todesignate him as a candidate for Director.

-5-

No.

Name
(Date of birth)

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

OctoberJuly
June
Takayasu Tsuyusaki(February 10, 1956)
October[Reelection]
5
July
May

September
July

Number ofshares of theCompany held

1979 Joined the Company
2003 General Manager of Marketing & Promotion Departmentof Marketing & Operations Division, International
Consulting Company of the Company
2009 General Manager of Operations Planning Office,International Consulting Operations of the Company
2010 Acting General Manager of Global Strategy Office of theCompany
2012 Executive Officer of the Company
Deputy Director General of International Consulting
Operations of the Company
2015 Director General of Global Strategy Headquarters andGeneral Manager of Strategy Development Office of theCompany
2016 Managing Executive Officer of the Company
2017 Director General of Global Strategy Headquarters,
General Manager of Business Development Office andGeneral Manager of Singapore Office of the Company
2017 Director and Managing Executive Officer of theCompany (current position)2018 Director General of Global Strategy Headquarters of theCompany (current position)

6,431[Reasons for selection]
Mr. Takayasu Tsuyusaki has been engaged in the management of the Company as Director since September 2017 and isappropriately fulfilling these duties and responsibilities. Additionally, currently he serves as Director and Managing
Executive Officer (Director General of Global Strategy Headquarters) and is fulfilling his duty in enriching new businesses
for global expansion of the Company Group. Due to the above, the Company has continued to designate him as a candidate
for Director.

-6-

No.

Name
(Date of birth)

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

April

April

July
Haruhiko Kanai(March 1, 1958)
September[Reelection]
6
October

July
July

September

Number ofshares of theCompany held

1982 Joined the Company
2007 General Manager of Energy Development Department,

Urban Society Division, International Consulting
Operations of the Company
2010 Deputy Senior General Manager of Infrastructure
Development Division and General Manager of Energy
Development Department, International Consulting
Operations of the Company
2011 Deputy Senior General Manager of Environmental
Solution Division, International Consulting Operations of
the Company
2012 Senior General Manager of Environmental Solution
Division, International Consulting Operations of theCompany
2014 Executive Officer of the Company
Acting Senior General Manager of Asian Regional
Division, International Consulting Operations of theCompany
2015 Deputy Director General of International Consulting
Operations and Senior General Manager of Water
Resources Division of the Company
2016 Acting Director General of International Consulting
Operations of the Company
2017 Managing Executive Officer of the Company
Director General of International Consulting Operationsof the Company (current position)2017 Director and Managing Executive Officer of theCompany (current position)

2,931[Reasons for selection]
Mr. Haruhiko Kanai has been engaged in the management of the Company as Director since September 2017 and isappropriately fulfilling these duties and responsibilities. Additionally, he currently serves as Director and Managing
Executive Officer (Director General of International Consulting Operations) and is fulfilling his duty in international
business expansion of the Company Group. Due to the above, the Company has continued to designate him as a candidate
for Director.

-7-

No.

Name
(Date of birth)

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

May

April
Hideyuki Sakunaka(May 1, 1960)

April[Reelection]
7

July
October

July
September
July

Number ofshares of theCompany held

1983 Joined the Company
2006 General Manager of Integrated Information Technology

Department, Metropolitan Area Business Division,
Domestic Consulting Company of the Company
2009 Deputy Senior General Manager of Social Systems
Division, Domestic Consulting Operations of theCompany
2011 Deputy Senior General Manager of Infrastructure
Development Division, International Consulting
Operations of the Company
2013 Senior General Manager of Infrastructure Development
Division, International Consulting Operations of theCompany
2015 Executive Officer of the Company
2015 Deputy Director General of International Consulting
Operations and Senior General Manager of Infrastructure
Development Division of the Company
2016 Director General of Technology Headquarters of theCompany (current position)2016 Director and Executive Officer of the Company
2018 Director and Managing Executive Officer of theCompany (current position)

8,447[Reasons for selection]
Mr. Hideyuki Sakunaka has been engaged in the management of the Company as Director since September 2016 and isappropriately fulfilling these duties and responsibilities. Additionally, he currently serves as Director and Managing
Executive Officer (Director General of Technology Headquarters) and is appropriately fulfilling the duty of undertaking
technology development, which is the core of all businesses of the Company Group. Due to the above, the Company has
continued to designate him as a candidate for Director.

-8-

No.

Name
(Date of birth)

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

May

July
April

Hiroaki Shinya(May 28, 1960)[Reelection]

July
July
February

8

July

July
September
July

Number ofshares of theCompany held

1985 Joined the Company
2007 General Manager of Disaster Prevention Department,

Land Conservation Division, Domestic Consulting
Operations of the Company
2009 Deputy Senior General Manager of Land Conservation
Division, Domestic Consulting Operations of theCompany
2010 Senior General Manager of Land Conservation Division,
Domestic Consulting Operations of the Company
2011 Senior General Manager of Watershed Management &Disaster Prevention Division, Domestic Consulting
Operations of the Company
2013 General Manager of Sendai Branch Office of Domestic
Consulting Operations of the Company
2015 Executive Officer of the Company
2016 Deputy Director General of Domestic Consulting
Operations, General Manager of Business Planning Officeand General Manager of Tokyo Branch Office of theCompany
2016 Acting Director General of Domestic Consulting
Operations, General Manager of Business Planning Officeand General Manager of Tokyo Branch Office, Domestic
Consulting Operations of the Company
2017 Director General of Domestic Consulting Operations of
the Company (current position)2017 Director and Executive Officer of the Company
2018 Director and Managing Executive Officer of theCompany (current position)

2,716[Reasons for selection]
Mr. Hiroaki Shinya has been engaged in the management of the Company as Director since September 2017 and isappropriately fulfilling these duties and responsibilities. Additionally, he currently serves as Director and Managing
Executive Officer (Director General of Domestic Consulting Operations) and is fulfilling his duty in business expansion ofdomestic consulting operations of the Company Group. Due to the above, the Company has continued to designate him as a
candidate for Director.

-9-

No.

Name
(Date of birth)

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

1985 Joined the Company
2010 General Manager of Logistics & Operations Department

October

2014 Acting Senior General Manager of Global Support

Number ofshares of theCompany heldof International Consulting Operations of the Company

October
Yasushi Hirusaki(May 18, 1962)[Reelection]

October

9
July

September

Division and General Manager of Compliance Office,International Consulting Operations of the Company
2015 Acting General Manager of Corporate Planning
Department and General Manager of International GroupManagement Office, Corporate Headquarters of theCompany
2016 Acting Director General of Corporate Headquarters andGeneral Manager of Corporate Planning Department of
the Company
2017 Executive Officer in charge of IR and Director General of
Corporate Headquarters and General Manager of
Personnel Department of the Company (current position)2017 Director and Executive Officer of the Company (current
position)

1,816[Reasons for selection]
Mr. Yasushi Hirusaki has been engaged in the management of the Company as Director since September 2017 and isappropriately fulfilling these duties and responsibilities. Additionally, he currently serves as Director and Executive Officer(concurrently being in charge of IR and Director General of Corporate Headquarters and General Manager of Personnel
Department) and is appropriately fulfilling his duty in management and control of the entire Company Group. Due to theabove, the Company has continued to designate him as a candidate for Director.
April1970 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 ofJanuary

1997 General Manager of Sales Screening Department of The

June

1999 Senior Executive Director of The Resolution and

The Bank of Tokyo-Mitsubishi, Ltd.
Hiizu Ichikawa(December 8, 1946)[Reelection][Outside Director]

10Bank of Tokyo-Mitsubishi, Ltd.

June
June
April

Collection Corporation
2001 Senior Executive Director of Chiyoda Corporation
2004 Representative Director and Managing Director of
Mitsubishi Motors Corporation2010 Representative Director and Executive Vice President of
Mitsubishi Motors Corporation2014 Outside Corporate Auditor of The Hyakugo Bank, Ltd.
2014 Outside Director of the Company (current position)

1,400

June
September[Reasons for selection] (including reasons for designation as a candidate for Outside Director)
Mr. Hiizu Ichikawa has experience in serving as General Manager of the Sales Screening Department of The Bank ofTokyo-Mitsubishi, Ltd. (currently MUFG Bank, Ltd.), in addition to Senior Executive Director of The Resolution andCollection Corporation, Senior Executive Director of Chiyoda Corporation, and Representative Director, Executive Vice
President of Mitsubishi Motors Corporation, and Outside Corporate Auditor of The Hyakugo Bank, Ltd. As Outside
Director of the Company since September 2014, he has been monitoring the management of the Company Group from an
objective viewpoint and wide perspective based on a wealth of experience as a manager, and the Company has judged thatin the future, while increasing transparency of the Board of Directors of the Company, he is suitable to work toward
strengthening corporate governance. Due to the above, the Company has continued to designate him as a candidate for
Outside Director.

- 10 -

Name(Date of birth)

No.

Past experience, positions, responsibilities
and significant concurrent positions
April
August1970 Joined Ministry of International Trade and Industry
2003 Commissioner of Agency for Natural Resources andJune

2004 Vice-Minister for International Affairs of Ministry ofJune2007 President of Japan Cooperation Center for the Middle

February
OctoberApril

2008 Special Advisor to the Cabinet
2009 Senior Vice President of Mitsubishi Electric Corporation2011 Visiting Professor of Graduate School of Public Policy,

January

2013 President of The Foundation for International Trade andApril

2013 Chairman of Japan Economic Foundation (current

Number ofshares of theCompany held

Energy, Ministry of Economy, Trade and Industry
Economy, Trade and Industry
Kazumasa Kusaka(January 23, 1948)[Reelection][Outside Director]

East
3,600

The University of Tokyo (current position)
Industrial Co-operation

11

position)
September 2015 Outside Director of the Company (current position)[Reasons for selection] (including reasons for designation as a candidate for Outside Director)
Mr. Kazumasa Kusaka has experience in serving as Vice-Minister for International Affairs of the Ministry of Economy,
Trade and Industry, in addition to President of the Japan Cooperation Center for the Middle East, Special Advisor to the
Cabinet, Senior Vice President of the Mitsubishi Electric Corporation, and President of The Foundation for International
Trade and Industrial Co-operation, and as Outside Director of the Company since September 2015, he has been monitoring
the management of the Company Group from an objective viewpoint and wide perspective based on a wealth of experienceand knowledge as a manager at the Ministry of Economy, Trade and Industry, etc. and the Company has judged that in the
future, while increasing transparency of the Board of Directors of the Company, he is suitable to work toward strengthening
corporate governance. Due to the above, the Company has continued to designate him as a candidate for Outside Director.
Additionally, he currently concurrently serves as Visiting Professor of Graduate School of Public Policy, The University ofTokyo, and Chairman of the Japan Economic Foundation.
(Notes)1.
2.

There are no special interests between each candidate for director and the Company.
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, and the tenure of office as Director will be four years at the closing of
this General Meeting of Shareholders. Additionally, Mr. Kazumasa Kusaka currently serves as an Outside Director of
the Company, and the tenure of office as Director will be three years at the closing of this General Meeting of
Shareholders.
(2) The Company has designated Messrs. Hiizu Ichikawa and Kazumasa Kusaka as independent officers as stipulated by
the Tokyo Stock Exchange and notified the Exchange to that effect.
(3) 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 thelarger 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 both Messrs. Hiizu Ichikawa and Kazumasa Kusaka if
their elections are approved.

- 11 -

Proposal 2:

Election of 2 Audit & Supervisory Board Members

Audit & Supervisory Board Member Mr. Toshiaki Shimizu will resign at the conclusion of this General
Meeting of Shareholders. With the intent of reinforcing and enriching the audit system, the election of two Audit& Supervisory Board Members, an increase of one Audit & Supervisory Board Member, is proposed.
Additionally, both of the candidates will not be elected as substitutes to the resigned Audit & Supervisory
Board Member, and their terms of office will be until the conclusion of Annual General Meeting of Shareholders
for the final fiscal year ending within four years after their appointment.
The Audit & Supervisory Board has previously given its approval to this proposal.
The candidates are as follows:
No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
April
July

[New appointment]
11982 Joined the Company
2008 General Manager of Logistics & Operations Department

of International Consulting Operations of the Company
Manager of Operations Planning Office,International Consulting Operations of the Company
September 2010 General Manager of Revenue Management Office,International Consulting Operations of the Company
October
2011 General Manager of Revenue Management Office andGeneral Manager of Compliance Office, International
Consulting Operations of the Company
June2013 General Manager of Internal Auditing Office of theCompany
July
2015 Deputy Director General of International Consulting
Operations of the Company
October
2015 Deputy Director General of International Consulting
Operations and General Manager of Compliance Office of
the Company
July2017 Deputy Director General of International Consulting
Operations, General Manager of Compliance Office andGeneral Manager of Safety & Health Management Office,Technical Management Division of the Company
July2018 Deputy Director General of International Consulting
Operations of the Company (current position)
July

Yoshizo Goto
(June 15, 1959)

Number ofshares of theCompany held

2010 General

200[Reasons for selection]
Mr. Yoshizo Goto, after serving as General Manager of Logistics & Operations Department of International Consulting
Operations and General Manager of Compliance Office, engaged in auditing the Company Group’s internal controls as
General Manager of Internal Auditing Office directly under the President. Subsequently he has been engaged in areas ofdepartmental control such as revenue management, compliance, and safety management as Deputy Director General ofInternational Consulting Operations. Due to a wealth of operational experience and broad insights, the Company has judgedthat he is qualified to serve as an Audit & Supervisory Board Member. Based on the above, the Company has decided todesignate Mr. Yoshizo Goto as a candidate for Audit & Supervisory Board Member.
(Note)

There are no special interests between the candidate for Audit & Supervisory Board Member and the Company.

- 12 -

No.

Name(Date of birth)

Past experience, positions
and significant concurrent positions
April
July

1978 Joined the Company
2008 General Manager of Finance & Accounting Department,June2011 Executive Officer of the Company

Number ofshares of theCompany held

Corporate Headquarters of the Company

Naoki Honjo(July 3, 1954)[New appointment]
2

Deputy Director General of Corporate Headquarters andGeneral Manager of Finance & Accounting Departmentof the Company
September 2014 Director and Executive Officer of the Company
Acting Director General of Corporate Headquarters andGeneral Manager of Finance & 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 Finance & Accounting Departmentof the Company
July2015 Director General of Corporate Headquarters and General
Manager of Finance & Accounting Department of theCompany
September 2015 Director General of Corporate Headquarters of theCompany
September 2017 Special Adviser of the Company (current position)

7,800[Reasons for selection]
Mr. Naoki Honjo was engaged in corporate management of the Company as Director from September 2014 to September
2017 and was appropriately fulfilling these duties and responsibilities. After retirement from the position of Director, he has
provided support to operations within Corporate Headquarters from diverse viewpoints. Additionally, he served as General
Manager of Finance & Accounting Department from July 2008 to August 2015 and was engaged in the Company Group’s
financial management and internal controls. Due to a wealth of operational experience and broad knowledge in finance andaccounting, the Company has judged that he is qualified to serve as an Audit & Supervisory Board Member. Based on theabove, the Company has decided to designate Mr. Naoki Honjo as a candidate for Audit & Supervisory Board Member.
(Note)

There are no special interests between the candidate for Audit & Supervisory Board Member and the Company.

- 13 -

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 73rd Annual General Meeting of Shareholders held on September 28, 2017 shall expire at the beginning of
this General Meeting of Shareholders. 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 (The Daini Tokyo Bar

April
April
June

2003 Representative of Tokyo Fuji Law Office
2004 Professor of Nihon University Law School2008 Substitute Audit & Supervisory Board Member of theMay

2011 Representative Commissioner of Business Rehabilitation

January
August2016 Partner at Tokyo Fuji Law Office (current position)2017 Representative Director of Japanese Association of

Number ofshares of theCompany held

Association)

Hideaki Sudo
(July 20, 1944)

Company, to present

0

Research InstituteTurnaround Professionals (current position)[Reasons for selection] (including reasons for designation as a candidate for Outside Audit & Supervisory Board Member)
Mr. Hideaki Sudo possesses specialized knowledge regarding overall law including corporate law as an attorney, and theCompany has judged that he can appropriately audit the execution of duties by Directors from an objective and fairstandpoint. Due to the above, the Company has continued to designate him as a candidate for Substitute Audit & Supervisory
Board Member.
Additionally, while Mr. Hideaki Sudo has not been engaged directly in the management of companies, the Company has
judged due to the above that he will be able to appropriately fulfill his duties as an Outside Audit & Supervisory Board
Member of the Company.
(Notes)1. There are no special interests between the candidate for Substitute Audit & Supervisory Board Member and the Company.
2. Mr. Hideaki Sudo
(1) Mr. Hideaki Sudo is a candidate for Outside Audit & Supervisory Board Member.
(2) Mr. Hideaki Sudo satisfies the qualification for the independent officer stipulated by the Tokyo Stock Exchange.
(3) 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 each
Outside 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.
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.

- 14 -

Proposal 4:

Revision of Compensation Amount for Audit & Supervisory Board Members

At the 62nd Annual General Meeting of Shareholders held on June 28, 2007, the amount of compensation for
Audit & Supervisory Board Members of the Company was approved as “not exceeding an annual amount of ¥60
million”. In consideration of various factors such as subsequent changes in financial trends and the requirement
for reinforcing and enriching the audit system, at this time the Company proposes that the amount ofcompensation for Audit & Supervisory Board Members of the Company be revised to “not exceeding an annual
amount of ¥80 million”.
Additionally, the Company currently has a total of three Audit & Supervisory Board Members, but if theaforementioned Proposal 2 is approved as proposed, then the Company will have a total of four Audit &Supervisory Board Members.

- 15 -