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: 6362
June 9, 2023
To our shareholders:Hiroaki ISHII
President
Ishii Iron Works Co., Ltd.
26-11, 3-Chome, Tsukishima, Chuo-ku, TokyoNOTICE OF THE 157TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 157th Ordinary General Meeting of Shareholders of Ishii Iron Works Co., Ltd. (the“Company”), which will be held as described below.
The proposals being presented to this General Meeting include the Company’s proposals (Proposals 1 through 3)
and shareholder proposal (Proposal 4). The content of the proposals is as described in the Reference Documents for
the General Meeting of Shareholders, but the Board of Directors of the Company opposes Proposal 4, which is ashareholder proposal. For details on the opinions of the Company’s Board of Directors regarding the shareholder
proposal, please see page 13.
In convening this General Meeting, the Company takes measures for providing information that constitutes thecontent of Documents for the General Meeting of Shareholders, etc. (items for which the measures for providing
information in electronic format will be taken) in electronic format. This information is posted on the Company’s
website, so please access the website by using the internet address shown below to view the information.
The Company’s website:
https://www.ishii-iiw.co.jp/report/ (in Japanese)
In addition to the above website, items for which the measures for providing information in electronic format will
be taken are also posted on the website of the Tokyo Stock Exchange (TSE). Access the TSE website (Listed
Company Search) below, enter “Ishii Iron Works” in “Issue name” or the Company’s securities code “6362” in“Code,” and click “Search.” Then, click “Basic information” and select “Documents for public inspection/PR
information.” Under “Filed information available for public inspection,” click “Click here for access” under“[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting]” to viewthe information.
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
Instead of attending the meeting in person, you may exercise your voting rights via the internet or in writing. Please
review the Reference Documents for the General Meeting of Shareholders, and exercise your voting rights no later
than 5:20 p.m., Wednesday, June 28, 2023 (JST).

-1-1. Date and Time: Thursday, June 29, 2023 at 10:00 a.m. (JST)
2. Venue:
Belle Salle Tokyo Nihonbashi, Conference Center, 5th floor
Tokyo Nihonbashi Tower, 7-1, 2-Chome, Nihonbashi, Chuo-ku, Tokyo(Please note that the venue this year differs from last year.)
3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 157th Term (from April 1, 2022 to March
31, 2023), as well as the results of audit of the Consolidated Financial Statements by the Accounting
Auditor and the Audit and Supervisory Committee
2. Non-Consolidated Financial Statements for the 157th Term (from April 1, 2022 to March 31, 2023)
Items to be resolved:<Company Proposals>
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Four (4) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal 3:
Revision of the Amount of Remuneration for Directors (Excluding Directors Who Are
Audit and Supervisory Committee Members)<Shareholder Proposal>
Proposal 4:
Amendment to the Articles of Incorporation
Other matters related to the convocation of the General Meeting of Shareholders
1. With regard to exercising voting rights by proxy, the proxy shall be one (1) other shareholder who has voting
rights, and who shall exercise the voting rights. In this case, please submit as proof of proxy authority the
Letter of Proxy and, in principle, one of the below documents (1) through (3). Note, however, that official
certification documents with an expiration date must be valid as of the date of this General Meeting. Those
official certification documents without an expiration date must have been prepared within six months prior to
the date of this General Meeting.
(1) For individual shareholders: One of the below (a) through (c)(a) The Exercise of Voting Rights Form for this General Meeting of the shareholder delegating theirvoting rights(b) Certificate of seal registration for the seal stamped on the Letter of Proxy (only if the document isstamped with a seal)(c) Driver’s license (including proof of driving record); various types of health insurance cards;
national Pension Handbook; Physical Disability Certificate; Maternal and Child Health Handbook;
Residence Card; Special Permanent Resident Certificate; Individual Number Card (front only);
Basic Resident Register Card; or copy of a passport or other officially issued document, etc. listing
name and address and affixed with a face photo(2) For corporate shareholders: One of the below (a) through (c)(a) The Exercise of Voting Rights Form for this General Meeting of the shareholder delegating theirvoting rights(b) Certificate of seal registration for the seal stamped on the Letter of Proxy (only if the document isstamped with a seal)(c) The Certificate of Registered Matters or other officially issued document, etc. listing the name of
the corporation and its head office or principle business office(3) For foreign nationals not residing in Japan and corporations having their head office or principal office ina foreign country: One of the below (a) or (b)(a) One of the documents listed in the above (1) (for foreign nationals) or (2) (for corporations)(b) Documents, etc. issued by a foreign government or international body and approved by theJapanese government, and which list matters of personal identification (name, address or locationof head office).
Non-shareholders, including proxies and other accompanying individuals who are not shareholders, are notpermitted to attend the General Meeting of Shareholders.
2. For those attending on the day of the meeting, please submit the Exercise of Voting Rights Form to thereception desk at the venue-2-

3. Absent an indication of approval or disapproval of any of the proposals when exercising voting rights via the
Exercise of Voting Rights Form, the shareholder will be deemed to have indicated their intent to vote “for” theproposals proposed by the Company and “against” the proposals proposed by shareholders.
4. If your voting rights have been exercised more than once via the internet, the last vote exercised shall bedeemed valid.
5. If your voting rights have been exercised in duplicate via the Exercise of Voting Rights Form and the internet,
the voting rights exercised via the internet shall be deemed valid.
6. In the event of a non-uniform exercise of voting rights, please provide notification in writing or byelectromagnetic means of your intent to exercise your voting rights non-uniformly and the reason for doing so
no later than three days prior to this General Meeting.
7. In accordance with the amendment to the Companies Act, the items for which the measures for providing
information in electronic format will be taken are in principle to be viewed by accessing either of the websites(as shown on page 1), and the paper-based documents stating the items are to be delivered only to shareholders
who requested the delivery of paper-based documents by the record date. However, for this General Meeting,
the Company will deliver the paper-based documents stating the items for which the measures for providing
information in electronic format will be taken to all shareholders, regardless of whether or not they haverequested them.
Among the items for which the measures for providing information in electronic format will be taken, thefollowing items are not included in the paper-based documents to be delivered, in accordance with theprovisions of laws and regulations and Article 16 of the Articles of Incorporation of the Company. Accordingly,
such paper-based documents are part of the documents audited by the Accounting Auditor and the Audit andSupervisory Committee in preparing their audit reports.
(1) “Consolidated Statement of Changes in Net Assets” and “Notes to the Consolidated Financial
Statements” of the Consolidated Financial Statements(2) “Statement of Changes in Net Assets” and “Notes to the Non-Consolidated Financial Statements” of the
Non-Consolidated Financial Statements
8. If revisions to items for which the measures for providing information in electronic format will be taken arise,a notice of the revisions and the details of the matters before and after the revisions will be posted on the
Company’s website as well as the website of the Tokyo Stock Exchange on the Internet described in page 1.

-3-

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Matters<Company Proposals (Proposal 1 through Proposal 3)>
Proposal 1:
Appropriation of Surplus
With respect to dividends, the Company seeks to return profits to shareholders stably while strengthening its
internal reserves for future growth.
Under this basic policy, the Company, in consideration of its business results for the fiscal year ended March 31,
2023 and future business developments, proposes a year-end dividend of ¥70 per share, an increase of ¥10 per
share from the previous fiscal year, as follows:(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof¥70 per common share of the Company
Total amount of dividends: ¥253,329,090(3) Effective date of distribution of dividends of surplus
June 30, 2023

Proposal 2:

Election of Four (4) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

The tenure of all four (4) Directors (excluding Directors who are Audit and Supervisory Committee Members;
applicable to the rest of this proposal) will end at the conclusion of this General Meeting. Therefore, the Company
proposes the election of four (4) Directors.
This proposal has been decided after deliberation at the Nomination and Compensation Committee.
In addition, the Audit and Supervisory Committee has considered this proposal and given their consent.
The candidates for Director are as follows:

-4-

No.

Name
(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1996
May 2006
June 2006

1

Hiroaki ISHII(February 20, 1969)
Reelection

Joined Shimizu Corporation
Advisor of the Company
Director of the Company
Corporate Officer and Assistant General
Manager, Steel Structure Business Division of
the Company
Apr. 2009
Director of the Company
Corporate Officer, Assistant Executive General
Manager, Steel Structure Business
Headquarters and Executive General Manager,
Sales Headquarters of the Company
July 2012Managing Director, Assistant Executive
General Manager, Steel Structure Business
Headquarters and Executive General Manager,
Sales Headquarters of the Company
Apr. 2015
Managing Director and Executive General
Manager, Steel Structure Business
Headquarters of the Company
June 2019
Managing Director and Executive General
Manager, Steel Structure Business
Headquarters and Assistant to the President of
the Company
Apr. 2020
Executive Director, Assistant to the President
and in charge of the entire Company of theCompany
Apr. 2021
Executive Director, Assistant to the President,
in charge of the entire Company, and General
Manager, Corporate Planning Headquarters of
the Company
Feb. 2022
Executive Director, Assistant to the President,
in charge of the entire Company, and General
Manager, Corporate Planning Headquarters,
and General Manager, Steel Structure Business
Headquarters of the Company
Mar. 2023
Representative Director and President, General
Manager, Corporate Planning Headquarters,
and General Manager, Steel Structure Business
Headquarters of the Company
Apr. 2023
Representative Director and President, andGeneral Manager, Corporate Planning
Headquarters of the Company (present
position)
May 2023
Representative Director and President, IIWEngineering Co. Sdn. Bhd. (present position)
Representative Director and President, IIWSingapore Pte. Ltd. (present position)[Significant concurrent positions outside the Company]
Representative Director and President, IIW Engineering Co.
Sdn. Bhd.
Representative Director and President, IIW Singapore Pte. Ltd.

Number of theCompany’s shares
owned

-5-

15,193No.

Name(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)

Number of theCompany’s shares
owned

Reasons for nomination as candidate for Director
Hiroaki Ishii has significantly contributed to expanding the business, holding a senior position by serving as executive
officer in charge of the sales section of the tank plant engineering and construction business in Japan and overseas since
he assumed the office of Director in June 2006. He assumed the office of Managing Director in July 2012, Executive
Director in April 2020, and Representative Director and President in March 2023, exercising strong leadership in
working to enhance the Company’s business performance and corporate value in the medium to long term. The
Company has re-nominated him as a candidate for Director based on the judgment that he is qualified as Director
because he has such abundant experience and proven track record.

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No.

Name
(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1986

Oct. 2011
Dec. 2014
Apr. 2015

Masanobu NAKANISHI(February 6, 1964)
Reelection2

May 2018
June 2018

July 2019
Apr. 2021

Joined the Sumitomo Bank, Limited (current:
Sumitomo Mitsui Banking Corporation(SMBC))
General Manager, Taipei Branch of SMBC
General Manager, Hanoi Branch of SMBCCountry Head of Vietnam and General
Manager, Hanoi Branch, Asia Pacific Division,
SMBC
Advisor of the Company
Director, General Manager, Business
Management Department and General
Manager, Real Estate Business Division of theCompany
Managing Director of the Company (present
position)
General Manager, Business Management
Headquarters and General Manager, Real EstateBusiness Division of the Company (present
position)

Number of theCompany’s shares
owned

6,377

Reasons for nomination as candidate for Director
Masanobu Nakanishi has gained a wealth of experience in a wide range of areas in Japan and overseas since he joined
Sumitomo Bank, Limited (current: Sumitomo Mitsui Banking Corporation) in 1986, and has fully utilized his
capabilities as a global human resource. He then assumed the office of Director of the Company in June 2018, andManaging Director in July 2019, and since then he has demonstrated the ability to promote management strategies
based on the Medium-term Management Plan and expand the real estate business as the General Manager of theBusiness Management Headquarters and Real Estate Business Division. The Company has re-nominated him as a
candidate for Director based on the judgment that he is qualified as Director because he has such abundant experienceand proven track record.

-7-

No.

Name
(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Oct. 1977
Apr. 2013

Apr. 2015

June 2019
Satoru YOSHIDA(September 11, 1954)
Reelection

Apr. 2020

June 20203
Apr. 2021
Feb. 2022
Apr. 2023

Joined the Company
Administrative Officer and Construction
Manager, Production and Engineering, Steel
Structure Business Headquarters of theCompany
Administrative Officer and General Manager,
Production and Engineering, Steel Structure
Business Headquarters of the Company
Corporate Officer and General Manager,
Production and Engineering, Steel Structure
Business Headquarters of the Company
Corporate Officer and Executive General
Manager, Steel Structure Business
Headquarters of the Company
Director of the Company (present position)
Executive General Manager, Steel Structure
Business Headquarters of the Company
General Manager, Steel Structure Business
Headquarters of the Company
Overseas General Manager, Steel Structure
Business Headquarters of the Company
General Manager, Steel Structure Business
Headquarters of the Company (present
position)

Number of theCompany’s shares
owned

3,022

Reasons for nomination as candidate for Director
Satoru Yoshida has engaged consistently in the tank plant engineering and construction business since joining theCompany and has demonstrated outstanding abilities, especially in the areas of production and engineering. Sinceassuming the office of General Manager, Production and Engineering in the Steel Structure Business Headquarters of
the Company in 2015, he has exercised leadership in his position as head of the production and engineering areas, andas Director and Executive General Manager, Steel Structure Business Headquarters of the Company since June 2020,
and as General Manager of the same business since April 2023, he has contributed significantly to its expansion. The
Company has re-nominated him as a candidate for Director based on the judgment that he is qualified as Director
because he has such abundant experience and proven track record.

-8-

No.

Name
(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
June 1999
Apr. 2014

4

Notes:

Number of theCompany’s shares
ownedJoined Shiraishi Kogyo Kaisha, Ltd.
General Manager, Human Resources
Department, Shiraishi Kogyo Kaisha, Ltd.
June 2016
Corporate Officer and General Manager,
Human Resources Department, Shiraishi
Kogyo Kaisha, Ltd.
Mizuyo TOMA
July 2017
Corporate Officer in charge of human resources(August 10, 1974)
planning, Shiraishi Kogyo Kaisha, Ltd.
New election0
OutsideJuly 2019
Corporate Officer in charge of human
Independent
resources, Shiraishi Kogyo Kaisha, Ltd.
Woman
Apr. 2023
Assistant Professor, Faculty of Business
Administration, Otemae University (present
position)[Significant concurrent positions outside the Company]
Assistant Professor, Faculty of Business Administration,
Otemae University
Reasons for nomination as candidate for Outside Director and overview of expected roles
Since joining Shiraishi Kogyo Kaisha, Ltd. in 1999, Mizuyo Toma has gained abundant experience in the company’s
human resources planning, general affairs and real estate divisions. She also has an academic background in businessadministration as an Assistant Professor at the Faculty of Business Administration, Otemae University.
The Company has nominated her as a candidate for Outside Director based on the judgment that she will contribute to
the Company’s sustainable growth and to the enhancement of corporate value in the medium to long term by providing
appropriate guidance and advice, particularly with respect to investment in the Company’s human capital andsustainability, as well as through appropriate supervision of business execution, based on her expertise. Although she
has not been directly involved in business management, the Company believes that she is capable of properly
performing her duties as an Outside Director for the above reasons.
1. There are no special interests between the Company and the above candidates for Director.
2. Mizuyo Toma is a candidate for Outside Director.
3. If Mizuyo Toma is elected and assumes office as a Director, the Company intends to conclude an agreement with her tolimit liability for damages pursuant to the provisions set forth in the Articles of Incorporation, with the limit of liability
under said agreement to be the minimum amount prescribed by law.
4. If Mizuyo Toma is elected and assumes office as a Director, the Company will designate her as independent officer inaccordance with the rules of the Tokyo Stock Exchange and register her as such with the exchange.
5. The Company has entered into an officer liability insurance policy with an insurance company in accordance with theprovisions of Article 430-3, Paragraph (1) of the Companies Act. The insurance policy is designed to cover economic
damages (compensation for damages and litigation costs) incurred by the insured individual, including Directors of theCompany, in the event of a claim for damages by a third party arising from the insured’s performance of duties. In theevent each candidate is elected and assumes office as a Director, the candidate shall then become an insured person
under the insurance policy. The insurance policy is scheduled to be renewed with the same terms at the next renewal.

-9-

(Reference) Skill Matrix of the Board of Directors (After the Ordinary General Meeting)Hiroaki ISHII
Masanobu
NAKANISHI
Satoru YOSHIDA
Mizuyo TOMA
Yoshiyuki
KADOSHIMA
Norikuni IMOTO
Hiroshi
KAWAMURA

Man

Organizat
ion,
personnel
Technical
affairs
Corporateinnovatio
andmanagemhuman n and DX
ent
resource
developm
ent〇〇〇

Globalbusiness

ESG andsustainabi
lity

Qualityandsafety

〇

〇

〇

〇

〇

Man

〇

〇

Man

〇

〇

Woman

〇

〇

Man

〇

〇

Man

〇

〇

〇

Man

〇

〇

〇

〇

〇

〇

- 10 -

〇

〇
〇

〇

Legal
Financeaffairs
andand riskaccountin
managem
g
ent

〇

〇
〇

〇

〇

〇

〇

〇

〇

〇

〇

Proposal 3:

Revision of the Amount of Remuneration for Directors (Excluding Directors Who Are Audit
and Supervisory Committee Members)

The amount of monetary remuneration for Directors (excluding Directors who are Audit and Supervisory
Committee Members) of the Company was resolved at the 150th Ordinary General Meeting of Shareholders heldon June 28, 2016 to be not more than 200 million yen per year (not including employee salaries), and this amount
has remained unchanged to this day. However, comprehensively taking into account the election of one (1) Outside
Director proposed in Proposal 2, “Election of Four (4) Directors (Excluding Directors Who Are Audit andSupervisory Committee Members),” as well as the recent economic situation and other various circumstances, theCompany proposes to revise the amount of monetary remuneration for Directors (excluding Directors who are
Audit and Supervisory Committee Members) to be not more than 200 million yen (including 20 million yen for an
Outside Director) per year.
As in the past, the amount of remuneration for Directors (excluding Directors who are Audit and Supervisory
Committee Members) shall not include employee salaries for Directors who serve concurrently as employees.
The Company believes that this proposal is appropriate because it was decided by the Board of Directors after
deliberation by the Nomination and Compensation Committee, comprehensively taking into account such factors as
the Company’s business scale, the remuneration system for Directors and its payment level, the current number of
Directors, and future trends.
If this proposal is approved and passed as originally proposed, “Policy for determination of details of individual
remuneration and others for Directors (excluding Directors who are Audit and Supervisory Committee Members)”
in 2. (3) (iv) (a) of the Business Report will be revised based on this proposal. The revised policy is to add to thecurrent policy a statement regarding the remuneration for Directors (excluding Directors who are Audit andSupervisory Committee Members) (Outside Directors), and the details are as summarized in “(Reference)
Summary of Remuneration for Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members) (Outside Directors)” below.
The current number of Directors (excluding Directors who are Audit and Supervisory Committee Members) is four(4) (including zero (0) Outside Directors). If Proposal 2, “Election of Four (4) Directors (Excluding Directors Who
Are Audit and Supervisory Committee Members)” is approved and passed as originally proposed, the number of
Directors (excluding Directors who are Audit and Supervisory Committee Members) will be four (4) (including
one (1) Outside Director).
(Reference) Summary of Remuneration for Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members) (Outside Directors)
The remuneration system for Directors (excluding Directors who are Audit and Supervisory Committee Members)(Outside Directors) consists solely of basic remuneration as fixed remuneration (monetary remuneration) (monthly
remuneration). The amount of individual remuneration and others for Directors shall be determined according totheir responsibilities and roles, comprehensively taking into consideration the levels of other companies and otherfactors in order to attract diverse and talented personnel. Detailed matters shall be in accordance with the internal
regulations on the payment of Directors’ remuneration established by the Board of Directors after deliberation by
the Nomination and Compensation Committee.

- 11 -

<Shareholder Proposal (Proposal 4)>
Proposal 4 has been proposed by one (1) shareholder.
Outline of the proposal and reasons for the proposal below are, except where otherwise noted, described asoriginally written in the Shareholder Proposal submitted by the shareholder.
Proposal 4:

Amendment to the Articles of Incorporation

1. Outline of the Proposal
The following new article shall be added to the current Articles of Incorporation. Note that if any superficial
adjustments (including, but not limited to, correction of misnumbered articles) to the articles listed in this
Proposal become necessary due to the passage of other proposals (including those proposed by the Company)at this Ordinary General Meeting of Shareholders, the articles involving this Proposal shall be read as articles
after the necessary adjustments have been made.
(Underlining indicates amended portions.)
Proposed Amendment
Chapter 7
Management Plans

Current Articles of Incorporation(Newly established)(Management Plans)
Article 37
If the price-to-book (P/B) ratio on the last trading day of theprevious fiscal year on the Tokyo Stock Exchange is less than
1, the Company shall disclose the following information
through the Timely Disclosure network operated by the Tokyo
Stock Exchange by the time of the announcement of thefinancial results for the second quarter of the current fiscal year.
(1) Management plans, cost of capital, and return on capital as
are deemed reasonably necessary to achieve a P/B ratio ofat least 1, as well as the basis for their calculation(2) If the unrealized gains (difference between the balance
sheet amount and the year-end market value) on rental
properties, etc. exceed the total shareholders’ equity on thebalance sheet, the figures using the adjusted consolidated
net assets after taking into account the unrealized gains
shall be stated together for (1) above.
P/B ratio shall be the share price of the Company’s common
stock divided by the Company’s consolidated net assets per
share (calculated by subtracting the number of treasury stockfrom the number of shares issued and applying the “Guidanceon Accounting Standard for Earnings Per Share (ASBJ
Guidance No. 4)”).

2. Reasons for the Proposal
In its “Action to Implement Management that is Conscious of Cost of Capital and Stock Price” (March 31,2023), the Tokyo Stock Exchange required all Prime and Standard listed companies to identify their cost ofcapital and return on capital, analyze and evaluate the details and market valuations, consider and formulate
policies, targets, planning periods and specific initiatives for improvement, and disclose them along with theircurrent assessment. In particular, for companies with P/B ratios constantly below 1, such as the Company, theabove analysis of the current situation and the formulation of improvement plans and their disclosure are evenmore strongly required.
The Company owns a number of rental properties, etc. in addition to its headquarters and factories, and theunrealized gains (difference between the balance sheet amount and the year-end market value), which are notshown on the balance sheet, amount to approximately 24 billion yen, more than twice the amount of net assets
on the book value. As a result, the formal return on capital and others currently disclosed deviate significantly
from the reality and are misleading investors.
Therefore, the proposing shareholder proposes that, in response to the request from the Tokyo Stock Exchange,
the Company should formulate and announce specific plans, and with regard to the disclosed figures included- 12 -

in those plans, if there is a significant deviation from the figures calculated on a market value basis, theCompany should also disclose them.
[Board of Directors’ Opinion of Proposal 4]
The Board of Directors of the Company opposes this Shareholder Proposal.
■ Reason for Opposition
The Company’s Board of Directors deeply understands the importance of information disclosure to shareholders
and investors. Accordingly, the Board of Directors is constantly enhancing and strengthening disclosure, taking
into consideration the opinions of shareholders and investors, as well as the external and competitiveenvironments of the Steel Structure and Real Estate businesses.
In addition, the Company has long endeavored to understand its cost of capital properly and, by utilizing thatknowledge, formulate Medium-term Management Plans, make important investment decisions, and conduct otherinitiatives.
Meanwhile, this Shareholder Proposal requests the establishment of a new provision to the Articles ofIncorporation that, if the P/B ratio on the last trading day of the previous fiscal year on the Tokyo Stock Exchange
is less than 1, the Company should disclose management plans, cost of capital and return on capital as arereasonably necessary to achieve a P/B ratio of at least 1, as well as the basis for their calculation, through theTimely Disclosure network operated by the Tokyo Stock Exchange by the time of the announcement of thefinancial results for the second quarter of the current fiscal year. However, we believe that the items to bedisclosed in the management plan as well as the timing and method of disclosure are not of such a nature as to be
stipulated in advance in the Articles of Incorporation; we should consider proper practices for such disclosure
from time to time, including whether, when or how to make disclosure, based on the content of dialogue withshareholders and investors.
In the notice from the Tokyo Stock Exchange to listed companies dated March 31, 2023, “Action on Cost of
Capital-Conscious Management and Other Requests,” on which the proposing shareholder bases its reasons forthe proposal, it is clearly stated that “they are not mandatory under TSE rules.” The purpose of the notice is toencourage listed companies to make voluntary efforts; it is not a requirement to stipulate in their articles ofincorporation whether, when or how to make disclosure.
Respecting the expectations of shareholders and investors as well as the request from the Tokyo Stock Exchange,
the Company will reflect its “action on cost of capital-conscious management” in its Medium-term Management
Plan. Furthermore, as part of such an action, the Company will first explain its efforts for improving the P/B ratioat the financial results meeting on May 30, 2023, and disclose the document on its website.
This Shareholder Proposal also requests the establishment of a new provision to the Articles of Incorporation that,
if the unrealized gains on rental properties, etc. exceed the total shareholders’ equity on the balance sheet, thefigures using the adjusted consolidated net assets after taking into account the unrealized gains should be stated.
However, we recognize that disclosing management figures based on unrealized gains is problematic in terms ofobjectivity, sustainability, and soundness, and we do not believe that disclosing such figures will lead to theenhancement of corporate value in the medium to long term.
The Articles of Incorporation are, in the first place, the fundamental principles governing the organization andactivities of a stock corporation, and we believe that stipulating detailed matters regarding information disclosurein the Articles of Incorporation is contrary to the purpose of such Articles of Incorporation. Moreover,amendments to the Articles of Incorporation require a strict set of procedures involving a special resolution of theGeneral Meeting of Shareholders, and there is a risk that the Company’s information disclosure may lackflexibility going forward.
For the above reasons, the Company’s Board of Directors opposes this Shareholder Proposal.

- 13 -