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: 1805
June 4, 2021
To our shareholders:
Masahiro Norikyo
President and Representative Director
TOBISHIMA CORPORATION
1-8-15 Konan, Minato-ku, Tokyo

Notice of the 78th Annual General Meeting of Shareholders
We are pleased to announce the convocation of the 78th Annual General Meeting of Shareholders of TOBISHIMACORPORATION (the “Company”), which will be held as indicated below.
Furthermore, in order to prevent the spread of the novel coronavirus disease (COVID-19), we would like to ask you
to refrain from attending in person on the day of the General Meeting of Shareholders.
In lieu of attending in person on the day of the General Meeting of Shareholders, please review the attached Reference
Documents for the General Meeting of Shareholders and exercise your voting rights by returning the enclosed voting
right exercise form to us or via the Internet in advance by following the instructions on the next page.
1. Date and Time: Tuesday, June 29, 2021, at 10:00 a.m. (JST) (Reception starts at 9:00 a.m. (JST))
2. Venue:
KSP Hall, West Wing 3rd Floor, Kanagawa Science Park (KSP)
3-2-1 Sakado, Takatsuku, Kawasaki City, Kanagawa
3. Purpose of the Meeting
Matters to be reported:(1) The Business Report and the Consolidated Financial Statements for the 78th fiscal year (April 1, 2020 toMarch 31, 2021), 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 78th fiscal year (April 1, 2020 to March 31, 2021)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Nine Directors
Proposal No. 3
Election of One Substitute Audit & Supervisory Board Member
Proposal No. 4
Adoption of Performance-Linked Share-Based Remuneration Plan for Directors■ Among the documents to be provided to this notice, the items listed below are published on the Company website(https://www.tobishima.co.jp/ (in Japanese only)) based on laws and regulations as well as the stipulations in the Company’s Articles
of Incorporation.
(1) “V. Status of implementation of systems and relevant programs to ensure that Directors perform their duties in compliance with
relevant laws, regulations and the Articles of Incorporation, and other systems to ensure properness of operations” of the Business
Report(2) “Notes to Consolidated Financial Statements” and “Consolidated Statement of Changes in Equity” of the Consolidated Financial
Statements(3) “Notes to Financial Statements” and “Statement of Changes in Equity” of the Non-Consolidated Financial Statements
Item (1) above is a part of the Business Report that was audited by the Audit & Supervisory Board Members in preparing the audit
report. Item (2) and Item (3) above are part of the Consolidated and Non-Consolidated Financial Statements that were audited by the
Financial Auditor and Audit & Supervisory Board Members in preparing the audit report.
■ If any revisions are made to the Reference Documents for General Meeting of Shareholders and Business Report as well as theConsolidated and Non-Consolidated Financial Statements, the revised items will be published on the Company website(https://www.tobishima.co.jp/).

1

Instructions on Exercising Your Voting Rights
Voting rights at the General Meeting of Shareholders is an important right of every shareholder.
Please exercise your voting rights by either of the following methods after reviewing the Reference Documents for
the General Meeting of Shareholders (page 4 to 17)
Attending the General Meeting of Shareholders in Person
Please submit the enclosed voting form at the venue reception. (A seal is not required.)
Voting in Writing (by Mail)
Please indicate your approval or disapproval of the proposals in the enclosed voting form and then return the form
without postage to the Company by postal mail.
Voting Deadline
Voting forms must arrive no later than Monday, June 28, 2021, at 5:30 p.m. (JST).
Instructions on filling out the voting form
Please indicate your approval or disapproval of each proposal.
Proposal No. 1, No. 3 and No. 4
To approve the proposals, put a circle in the approval box.
To disapprove the proposals, put a circle in the disapproval box.
Proposal No. 2
To approve the election of all candidates, put a circle in the approval box.
To disapprove the election of all candidates, put a circle in the disapproval box.
To disapprove of the election of some candidates, put a circle in the approval box and then write the numbers of thecandidates to disapprove for election.
Handling of Shareholder Voting Rights- If your approval or disapproval of a proposal is not indicated on the enclosed voting form, the vote will bedeemed an indication of approval.
- If voting rights are exercised both in writing (by postal mail) and via the Internet, the votes cast via the Internet
will be treated as the valid vote. If voting rights are exercised more than once via the Internet, the last votes castwill be treated as valid.

2Voting via the Internet
Please follow the instructions included below to indicate your approval or disapproval of each proposal.
Voting Deadline
Votes must be cast no later than Monday, June 28, 2021, at 5:30 p.m. (JST).
Scanning the QR code (“Smart Vote”)

Entering the Voting code and Password

You can log into the website to exercise your voting
rights without entering the voting code or password.

Website to exercise voting rights:
https://soukai.mizuho-tb.co.jp/

1. Please scan the QR code located on the bottom-rightof the voting form.
* “QR code” is the registered trademark of DENSOWAVE INCORPORATED.
2. Please follow the instructions on the screen to
indicate your approval or disapproval.

1. Please access the website to exercise voting rights.
2. Please enter the voting code printed on the votingform.
3. Please enter the password printed on the voting form.
4. Please follow the instructions on the screen to
indicate your approval or disapproval.

The exercise of voting right by “Smart Vote” isavailable only once.
If you would like to change your vote after exercising
your voting rights, please access the website for PC andlogin by entering the voting code and password printed
on the voting form, and exercise your voting rights
again.
* You can access the website for PC by scanning the
QR code again.
Please contact the Internet Help Dial on the right if
you have any questions on how to exercise yourvoting rights via the Internet using a personal
computer, smartphone, mobile phone.

Internet Help Dial, Stock Transfer Agency
Department, Mizuho Trust & Banking Co., Ltd.
0120-768-524 (toll free)(Open weekdays from 9:00 a.m. to 9:00 p.m. (JST))Electronic Voting Platform
Institutional Investors may use the electronic voting platform operated by Investor Communications Japan, Inc. if
the institutional investor has applied to use said platform in advance.

3Reference Documents for General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1
Appropriation of Surplus
The Company regards the stable profit return to its shareholders and enhancement of internal reserves to strengthen
the business structure as a basic policy to pay dividends while giving consideration to the business performance andthe business environment.
In line with this basic policy, the Company proposes to pay a year-end dividend for the fiscal year of ¥50 per share.
Year-end dividends(1) Type of dividend property
Cash(2) Allotment of dividend property and their aggregate amount¥50 per common share of the Company
Total dividends: ¥961,740,650(3) Effective date of dividends of surplus
June 30, 2021

4

Proposal No. 2

Election of Nine Directors

At the conclusion of this meeting, the terms of office of all eight Directors will expire. Therefore, the Company
proposes the election of nine Directors which an increase in the number of Outside Directors by one to further
reinforce the Company’s corporate governance.
The candidates for Director are as follows:
Attendance
status at Boardof Directors
Meetings

Position andresponsibility in the
Company

Name

Director’s expertise/experience
Corporate

Tenuremanagement
Businessstrategy

1 Masahiro Norikyo

Reelection

2

Yasuo Terashima

Reelection

3

Seiichi Okuyama

Reelection

4

Takuji Arao

Reelection

5

Shinichiro Sato

Reelection

6 Mitsuhiko Takahashi

Reelection

7

Takashi Aihara

8

Akitaka Saiki

9

Takako Masai

President, Representative
Director and Chief
Executive Officer
Director and Executive
Vice President, and in
charge of complianceDirector and Executive
Vice President, and in
charge of Private Sector
Director and Senior
Managing Executive
Officer, Chief of
Building Construction
Division, and in chargeof quality
Director and Senior
Managing Executive
Officer, Chief of Civil
Engineering Division
Director and Senior
Managing Executive
Officer, Chief ofCorporate Planning
Division

Reelection
Independent
Outside Director
Officer
OutsideDirector
New election
Independent
Officer
OutsideDirector
New election
Independent
Officer
OutsideDirector

5

Technology
Quality
Environment

Financial
Affairs

International
Legal

Accounting Compliance
Finance

100%
(9/9)

9 years

●

100%
(9/9)

7 years

●

●

100%
(8/8)

1 year

●

●

89%
(8/9)

2 years

●

●

100%
(9/9)

2 years

●

●

100%
(8/8)

1 year

●

100%
(9/9)

3 years

●

-%
(-/-)

- years

●

-%
(-/-)

- years●business
Globalknowledge

●

●

●

●

●

●

●

●

●

●

●

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company

Apr. 1980
May 2012
Masahiro Norikyo(April 4, 1955)
Tenure as Director
9 years*At the conclusion of thismeeting1June 2012
Apr. 2014

June 2014
Apr. 2015

Attendance status at Board of
Directors Meetings in FY2020
100% (9/9)

Apr. 2016[Reelection]

Apr. 2017

June 2017

Joined the Company
Executive Officer and Vice Chief ofConstruction Headquarters
Director and Executive Officer, and Vice Chiefof Construction Headquarters
Director and Managing Executive Officer,
Chief of Construction Headquarters, and in
charge of earthquake-related restoration
Director of E&CS Corporation
Director and Senior Managing Executive
Officer, Chief of Civil Engineering Division,and in charge of earthquake-related restoration
Director and Executive Vice President, and in
charge of civil engineering, building
construction and Research Institute ofTechnology
Representative Director and Executive Vice
President, and in charge of civil engineeringand building construction
President, Representative Director and Chief
Executive Officer (current position)

Number of theCompany’s shares
currently-owned/
Number of theCompany’s sharespotentially-owned

5,380 shares/2,903 shares

Reasons for nomination as candidate for Director:
Mr. Norikyo has demonstrated solid leadership as President and Representative Director, and led the Tobishima Group.
The Company considers his management ability and great personality indispensable for the Group’s sustainable growth.
The Company has nominated him as a candidate to continue serving as Director based on the above.

6

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company

Apr. 1980
Apr. 20142

Yasuo Terashima(November 14, 1957)

June 2014

Tenure as Director
7 years*At the conclusion of thismeeting

Apr. 2016

Attendance status at Board of
Directors Meetings in FY2020
100% (9/9)

Apr. 2019

Apr. 2020

June 2020[Reelection]
Apr. 2021

Joined the Company
Executive Officer, Chief of Corporate
Administration Division, and in charge ofcomplianceDirector and Executive Officer, Chief ofCorporate Administration Division, and in
charge of complianceDirector and Managing Executive Officer,
Chief of Corporate Administration Division,and in charge of complianceDirector and Senior Managing Executive
Officer, Chief of Corporate Administration
Division, and in charge of complianceDirector and Executive Vice President, Chief ofCorporate Administration Division, and in
charge of compliance
Representative Director and Executive Vice
President, Chief of Corporate Administration
Division, and in charge of compliance
Representative Director and Executive Vice
President, and in charge of compliance (current
position)

Number of theCompany’s shares
currently-owned/
Number of theCompany’s sharespotentially-owned

3,550 shares/2,903 shares

Reasons for nomination as candidate for Director:
Mr. Terashima has appropriately fulfilled his duties in the decision-making of important corporate matters andsupervision of business operations as Representative Director. In addition, he has not only led matters related to any
particular field such as Corporate Administration Division, but also overall management from his broad perspective as
Executive Vice President since fiscal 2020.The Company has nominated him as a candidate to continue serving as
Director based on the above.

7

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company

Apr. 1987
Apr. 2007
Seiichi Okuyama(February 12, 1965)
Tenure as Director
1 year*At the conclusion of thismeeting

Apr. 2009
June 2011
July 2011

Apr. 20133

Attendance status at Board of
Directors Meetings in FY2020
100% (8/8)

Apr. 2015
Apr. 2018[Reelection]
May 2020
Jun. 2020
May 2021

4

Joined The Fuji Bank, Limited (current
Mizuho Bank, Ltd.)
Branch Manager, Shimizu Branch of Mizuho
Bank, Ltd.
General Manager, Branch Department Unit
No. 1 of Mizuho Bank, Ltd.
General Manager, Gotanda Branch
Department No. 2 of Mizuho Bank, Ltd.
General Manager, Gotanda Branch and
Gotanda Branch Department No. 1 ofMizuho Bank, Ltd.
General Manager, Nagoya-Chuo Branch ofMizuho Bank, Ltd.
General Manager, Yaesuguchi Branch
Department No. 2 of Mizuho Bank, Ltd.
Executive Officer and General Manager,
Tokyo-Chuo Branch Department No. 2 ofMizuho Bank, Ltd.
Advisor of the Company
Director and Executive Vice President
Director and Executive Vice President, andin charge of Private Sector (current position)

Number of theCompany’s shares
currently-owned/
Number of theCompany’s sharespotentially-owned

500 shares/- shares

Reasons for nomination as candidate for Director:
Mr. Okuyama has extensive experience primarily in the business field at a major financial institution. Based on his
broad perspective gained from his involvement in management as Executive Officer since 2018, he has appropriately
fulfilled his duties in the decision-making of important corporate matters and supervision of business operations of theCompany since his appointment as Director in fiscal 2020. The Company has nominated him as a candidate to continue
serving as Director based on the above.
Apr. 1983
Joined the Company
Apr. 2014
Executive Officer and General Manager of
Takuji Arao
Tokyo Metropolitan Area Building(August 8, 1959)
Construction Branch
Apr. 2016
Managing Executive Officer and General
Tenure as Director
Manager of Tokyo Metropolitan Area
2 years
Building Construction Branch*At the conclusion of thisApr. 2019
Managing Executive Officer, Chief of
4,210 shares
meeting
Building Construction Division, and in/2,903 sharescharge of quality
Attendance status at Board ofJune 2019
Director and Managing Executive Officer,
Directors Meetings in FY2020
Chief of Building Construction Division,
89% (8/9)
and in charge of quality
Apr. 2020
Director and Senior Managing Executive
Officer,
Chief of Building Construction[Reelection]
Division, and in charge of quality (current
position)
Reasons for nomination as candidate for Director:
Mr. Arao has appropriately fulfilled his duties in the decision-making of important corporate matters and supervision ofbusiness operations as Director. Moreover, he has supervised the Building Construction Division as Senior Managing
Executive Officer, and has led an effort to accomplish the goal set by the Building Construction Division to “promote
one-stop-service initiatives toward expanding customer base” based on his extensive business experience and broad
knowledge. The Company has nominated him as a candidate to continue serving as Director based on the above.

8

Candidate
No.

5

6

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company

Shinichiro Sato
(February 12, 1959)

Apr. 1983
Dec. 2012

Tenure as Director
2 years*At the conclusion of thismeeting

Apr. 2017

Attendance status at Board of
Directors Meetings in FY2020
100% (9/9)

June 2019

Apr. 2019

Apr. 2020

Joined the Company
Executive Officer and General Manager ofInternational Operations Division
Managing Executive Officer and General
Manager of International Operations Division
Managing Executive Officer, Chief of Civil
Engineering Division, and General Manager
of International Operations Division
Director and Managing Executive Officer, andChief of Civil Engineering Division
Director and Senior Managing Executive
Officer, and Chief of Civil Engineering
Division (current position)

Number of theCompany’s shares
currently-owned/
Number of theCompany’s sharespotentially-owned

2,380 shares/2,903 shares[Reelection]
Reasons for nomination as candidate for Director:
Mr. Sato has appropriately fulfilled his duties in the decision-making of important corporate matters and supervision ofbusiness operations as Director. Moreover, he has supervised the Civil Engineering Division as Senior Managing
Executive Officer, and has also led an effort to accomplish the goal set by the Civil Engineering Division to “expand
the practicable fields of work by leveraging the Company’s construction capabilities and to promote infrastructure
solutions” based on his extensive business experience and broad knowledge. The Company has nominated him as a
candidate to continue serving as Director based on the above.
Apr. 1985
Joined the Company
Mitsuhiko Takahashi(June 1, 1961)
Oct. 2014
Executive Officer and Chief of Corporate
Planning OfficeTenure as Director
Apr. 2017
Executive Officer and Chief of Corporate
1 yearPlanning Division*At the conclusion of thisApr. 2019
Managing Executive Officer and Chief of
2,450 shares
meeting
Corporate Planning Division/- shares
Apr. 2020
Senior Managing Executive Officer and Chief
Attendance status at Board ofof Corporate Planning Division
Directors Meetings in FY2020 June 2020
Director and Senior Managing Executive
100% (8/8)
Officer, and Chief of Corporate Planning
Division (current position)[Reelection ]Reasons for nomination as candidate for Director:
Mr. Takahashi has appropriately fulfilled his duties in the decision-making of important corporate matters andsupervision of business operations of the Company as Director. In addition, he has supervised the Corporate Planning
Division as Senior Managing Executive Officer and has led the effort to promote the SX management and DX strategy.
The Company has nominated him as a candidate to continue serving as Director based on the above.

9

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company

Takashi Aihara(July 24, 1955)

Apr. 1979
June 2010
Apr. 2014

Independent Officer
Outside Director
Tenure as outside Director
3 years*At the conclusion of thismeeting
78Apr. 2016
June 2016
June 2018

Joined Osaka Gas, Co., Ltd.
Director
President and Representative Director, Kinpai
Co., Ltd.
Advisor, Osaka Gas Housing & Equipment
Co., Ltd.
Audit & Supervisory Board Member of Osaka
Gas Housing & Equipment Co., Ltd.
Outside Director of the Company (current
position)

Number of theCompany’s shares
currently-owned/
Number of theCompany’s sharespotentially-owned

1,300 shares/- shares

Attendance status at Board of
Directors Meetings in FY2020
100% (9/9)[Reelection]
Reasons for nomination as candidate for outside Director and the expected role:
Mr. Aihara is a candidate for outside Director.
He has appropriately fulfilled his duties in providing opinions on the corporate management and supervising thebusiness operations based on his broad knowledge and deep insight gained though his experience as an executive andAudit & Supervisory Board Member since his appointment in fiscal 2018. The Company expects that he will fulfill thesame role and therefore has nominated him as a candidate to continue serving as outside Director based on the above.
Apr. 1976
Joined the Ministry of Foreign Affairs
Akitaka Saiki
Held the positions of:(October 10, 1952)
Director-General, Asian and Oceanian
Affairs Bureau
Independent Officer
Ambassador Extraordinary andOutside Director
Plenipotentiary of Japan to the Republic ofIndia, concurrently to the Kingdom of
Tenure as outside Director
Bhutan- shares- years/- shares*At the conclusion of thisDeputy Minister for Foreign Affairs
meeting
Vice-Minister for Foreign Affairs
June 2016Retired from the Ministry of Foreign Affairs
Attendance status at Board of June 2017
Outside Director, Member of the Board of
Directors Meetings in FY2020
Mitsubishi Corporation (current position)- % (-/-)
Significant concurrent positions outside the Company:
Outside Director, Member of the Board of Mitsubishi[New election]
Corporation
Reasons for nomination as candidate for outside Director and the expected role:
Mr. Saiki is a candidate for outside Director.
He has never been involved in the management of a company in the past except as an outside officer. However, he held
numerous positions with significant responsibilities at the Ministry of Foreign Affairs in addition to having experiencein serving as director of a major trading company. The Company judges that he will appropriately fulfill his duties ofproviding opinions on the corporate management and supervising the business operations from his objective andprofessional perspective based on his broad knowledge and deep insight into global affairs gained through his extensive
experience. The Company has nominated him as a candidate for outside Director based on the above.

10

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Nov. 1988
July 1989
Mar. 1998

9Notes:

1.
2.

3.

4.

5.

6.
7.

Number of theCompany’s shares
currently-owned/
Number of theCompany’s sharespotentially-owned

Tokyo Branch of The Bank of Nova Scotia
Tokyo Branch of TD Bank, N.A.
Tokyo Branch of Credit Agricole, Indo Suez
Bank
Takako Masai
Jan. 2004
Tokyo Branch of Calyon Bank
(March 8, 1965)
May 2007General Manager, Capital Markets Division of
Shinsei Bank, Limited
Independent Officer
Apr. 2011
General Manager, Markets Division of Shinsei
Outside Director
Bank, Limited
Oct. 2011
General Manager, Markets Sub-Group of
Tenure as outside Director
Shinsei Bank, Limited- shares- years
Apr. 2013
Executive Officer, Department Head, Markets/- shares*At the conclusion of thisResearch Department, Markets Sub-Group of
meeting
Shinsei Bank, Limited
Executive Officer, General Manager, Markets
Attendance status at Board of July 2015
Research
Division of Shinsei Bank, Limited
Directors Meetings in FY2020
Apr.
2016
Executive
Officer, General Manager, Financial- % (-/-)
Research Division of Shinsei Bank, Limited
June 2016
Member of the Policy Board of the Bank of[New election]
Japan
Significant concurrent positions outside the Company:
Member of the Policy Board of Bank of Japan (to be scheduled
to retire on June 29, 2021)
Reasons for nomination as candidate for outside Director and the expected role:
Ms. Masai is a candidate for outside Director.
She held numerous positions with significant responsibilities at several foreign banks, domestic banks as well as the
Bank of Japan. The Company judges that she will appropriately fulfill her duties of providing opinions on the corporate
management and supervising the business operations from her objective and professional perspective based on her
broad knowledge and deep insight into financial landscape gained through her extensive experience. The Company has
nominated her as a candidate for outside Director based on the above.
There is no special interest between any of the candidates and the Company.
The number of potentially-owned shares of the Company is equivalent to the number of points already granted to eachcandidate under the share-based remuneration plan, and is presented as a reference for the number of shares to be issued
in the future.
Pursuant to the Company’s Articles of Incorporation and Article 427, paragraph 1 of the Companies Act, the Company
has entered into an agreement with Takashi Aihara to limit his liability for damages under Article 423, paragraph 1 of theCompanies Act. Pursuant to this agreement, the defined maximum amount of liability for damages, if he has acted in goodfaith and without gross negligence in performing his duties, is the minimum liability amount provided for by laws andregulations. If the reelection of Takashi Aihara is approved, the Company plans to renew the aforementioned agreementwith him. If Akitaka Saiki and Takako Masai are elected, the Company will enter into the similar agreement with them.
The Company has entered into a directors and officers liability insurance contract, naming all Directors as insured parties.
The Company intends to renew the insurance contract on October 1, 2021. The purpose of the insurance contract is tocover legal damages and litigation expenses to be borne by Directors as a result of his/her own act; however, there arecertain exemptions; for example, damage caused as a result of any conduct by a Director in violation of laws andregulations shall not be covered. If each candidate assumes the office of Director, he/she shall be named as the insured
parties under the insurance contract.
Takashi Aihara satisfies the Independence Standards for Outside Officers defined by the Company, and the Company has
therefore submitted notification to Tokyo Stock Exchange, Inc. that he has been appointed as an independent officer as
provided for by the aforementioned exchange. Also, both Akitaka Saiki and Takako Masai satisfy the IndependenceStandards for Outside Officers defined by the Company, and the Company therefore plans to submit notification to Tokyo
Stock Exchange, Inc. that they will be appointed as independent officers.
The registered name of Takako Masai is Takako Nishida.
If the election of Takako Masai is approved as proposed, she will assume the office of Director as of July 1, 2021, whichcomes after the expiration of her term of office (June 29, 2021) as a Member of the Policy Board of the Bank of Japan.

11Proposal No. 3

Election of One Substitute Audit & Supervisory Board Member

The Company proposes the election of one substitute Audit & Supervisory Board Member to be ready to fill a vacant
position should the number of Audit & Supervisory Board Members (including outside Audit & Supervisory Board
Member) fall below the number required by laws and regulations.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:

Name(Date of birth)

Career summary and position in the Company, and significant concurrent
positions outside the Company

Number of theCompany’s shares
currently-owned/
Number of theCompany’s sharespotentially-owned

Apr. 1988
Appointed prosecutor
Apr. 1994
Registered as attorney at law (Tokyo Bar Association)
Hirotaka Kobayashi- shares
Apr. 1995
Joined Hikari Sogoh Law Offices (current position)(September 6, 1957)/- shares
Significant concurrent positions outside the Company:
Attorney at Law of Hikari Sogoh Law Offices
Reasons for nomination as candidate for substitute outside Audit & Supervisory Board Member:
Mr. Kobayashi is a candidate for substitute outside Audit & Supervisory Board Member.
He has never been involved in the management of a company in the past. However, the Company proposes his election as substituteoutside Audit & Supervisory Board Member so that his considerable and highly specialized knowledge related to corporate law as an
attorney at law may be utilized in the audit system of the Company.
Notes: 1. There is no special interest between the candidate and the Company.
2. If Hirotaka Kobayashi assumes the office of Audit & Supervisory Board Member, pursuant to the Company’s Articles ofIncorporation and Article 427, paragraph 1 of the Companies Act, the Company plans to enter into an agreement with him
to limit his liability for damages under Article 423, paragraph 1 of the Companies Act. Pursuant to this agreement, thedefined maximum amount of liability for damages, if he has acted in good faith and without gross negligence in performing
his duties, is the minimum liability amount provided for by laws and regulations.
3. The Company has entered into a directors and officers liability insurance contract, naming all Audit & Supervisory Board
Members as insured parties. The Company intends to renew the insurance contract on October 1, 2021. The purpose of
the insurance contract is to cover legal damages and litigation expenses to be borne by Audit & Supervisory Board
Members as a result of his/her own act. However, there are certain exemptions; for example, damage caused as a result of
any conduct by an Audit & Supervisory Board Member in violation of laws and regulations shall not be covered. If
Hirotaka Kobayashi assumes the office of Audit & Supervisory Board Member, he shall be named as the insured party
under the insurance contract.
4. Hirotaka Kobayashi satisfies the Independence Standards for Outside Officers defined by the Company, and the Company
therefore plans to submit notification to Tokyo Stock Exchange, Inc. concerning his appointment as an independent officer
as provided for by the aforementioned exchange.

12

[Reference][Independence Criteria for Outside Officers]
The Company has defined the following independence standards for outside directors and outside audit &supervisory board members (hereinafter collectively referred to as “outside officers”) or outside officer candidates.
If the Company determines none of these items apply to an independent officer or outside officer candidate as a resultof an investigation within its means, the Company judges the candidate has independence.
(1) A party who executes business for the Company or its affiliates (hereinafter collectively referred to as the“Company Group”)(2) A party for whom the Company Group is a primary client or a person who executes business of said party(3) A party who is the primary client of the Company Group or a person who executes business of said party(4) A major shareholder holding 10% or more of the Company’s voting rights directly or indirectly or a person
who executes business of said shareholder(5) A party the Company holds 10% or more voting rights directly or indirectly or a person who executes businessof said party(6) A consultant, certified public accountant, attorney at law, or other expert professional who earns money orassets in excess of ¥10 million annually other than the officer remuneration from the Company Group (if theparty earning said assets is a corporation, union or other such organization, a person belonging to saidorganization who the assets earned from the Company exceeds 2% of annual income)(7) A party who has received donations or grants of money or other assets from the Company Group in excess of¥10 million annually. Moreover, if said party is a corporation, union or other organization, a person who
belongs to said organization(8) If an executive director or a standing audit & supervisory board member of the Company Group is appointed
an outside officer of another company, a party who is an executive director, an executive officer, an operating
officer, a manager or an employee of said other company(9) A person who has fallen under any of the above items (2) through (8) in the past three years, or their spouse or
relative within the second degree(10) Spouse or relative within the second degree of a director, audit & supervisory board member, executive officer
or general manager or above of the Company Group(11) A party who cannot fulfill their duties as an independent outside officer due to special circumstances other thanitems (1) through (10)Notes:

1. A “party who executes business” refers to a person who is a director, executive officer, operating officer, employee who
executes business, an associate director or a person or employee who works for a corporation or other organization as well
as a person who has belonged to the Company Group even once in the past.
2. A “party for whom the Company Group is a primary client” refers to a party who received payment from the Company inexcess of 2% of its consolidated net sales in the previous fiscal year.
3. A “party who is the primary client of the Company Group” refers to a party who provided payment to the Company inexcess of 2% of the Company’s consolidated net sales in the previous fiscal year.

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Proposal No. 4

Adoption of Performance-Linked Share-Based Remuneration Plan for Directors

1. Reasons for the proposal and reasons for appropriateness thereof
At its 76th Annual General Meeting of Shareholders on June 27, 2019, the Company gained approval for the
adoption of the performance-linked share-based remuneration plan (hereinafter the “Plan”) for Directors(excluding Outside Directors, hereinafter, unless otherwise indicated, same in this proposal), which remains ineffect (the resolution of the aforementioned Meeting in 2019 hereinafter referred to as the “Original
Resolution”).With the enforcement of the “Act for Partial Amendment of the Companies Act” (Act No. 70 of2019) on March 1, 2021, prescribed items require are subject to the approval of shareholders. Accordingly, theCompany proposes the approval of the Plan including those prescribed items. Please note that all items otherthan the maximum number of the Company’s shares to be acquired and the upper limit of points to be granted,
as stated in 2. (5) and (6), respectively, shown below, remain the same as those in the Original Resolution.
As this proposal is made on procedural grounds, in response to the amendment of the Companies Act, it does
not seek for an increase in the amount of substantial remuneration compared with that set out in the Original
Resolution. As with the Original Resolution, the Plan further clarifies the link between remuneration of Directors,
the Company’s performance, and prices of the Company’s shares for the purpose of heightening awareness about
the improvement in medium- to long-term business performance and the enhancement of corporate value by
sharing not only the benefits of rising stock prices but also the risk of falling stock prices. Since this purpose
accords with the Company’s policy to determine the amount of remuneration awarded to individual Directors(refer to “III. Matters concerning the officers of the Company 2. Amount of remuneration, etc. of Directors andAudit & Supervisory Board Members” in the Business Report), the Company believes the contents of this
proposal are appropriate.
In addition to the remuneration of Directors approved at the 76th Annual General Meeting of Shareholders heldon June 27, 2019, (within ¥260 million per year (¥20 million for Outside Directors)), with this proposal, theCompany seeks the shareholder’s approval for amounts and details of remuneration to Directors based on thePlan. The Company asks the details of the Plan as outlined under 2. below be left up to the Board of Directors.
Currently, six Directors are eligible for the Plan. If the Proposal 2 is approved as proposed, six Directors,
excluding Outside Directors, who are candidates for election, are eligible for the Plan.
2. Amount of remuneration and details related to the Plan
(1) Overview of the Plan
The Plan is a performance-linked share-based remuneration plan in which the trust will acquire theCompany’s shares using money contributed by the Company as the source of funds (hereinafter the “Trust,”
which is established pursuant to the Plan) and Directors are provided with the Company’s shares and cash
equivalent to the market value of the Company’ shares (hereinafter referred to as the “Company’s Shares,etc.”) through the Trust in accordance with the performance-linked share-based remuneration systemestablished by the Company. The time for Directors to receive the Company’s Shares, etc. shall be as a
general rule at the time of retirement.
(2) Directors Eligible for the Plan
Directors (Outside Directors are not eligible for the Plan)(3) Term of Trust
The term of the Trust shall be from August 2019until the termination of the Trust. (No date of terminationof the trust period of the Trust will remain in place as long as the Plan is maintained. The Plan will beterminated for reasons that include delisting of the Company’s stock or abolition of the share-based
remuneration for Executive Officers.)(4) Amount of trust fund
The Company has adopted the Plan for three fiscal years from the fiscal year ended March 31, 2020 to thefiscal year ending March 31, 2022 (hereinafter, such term of said three fiscal years, the “Initial ApplicableTerm” and the Initial Applicable Term and each of the three year periods commencing after the Initial
Applicable Term are referred to as “Applicable Term”) and for each subsequent Applicable Term. The
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Company has established the Trust, to which it has made a contribution of ¥120 million for the Initial
Applicable Term based on the Plan as a fund for acquiring its shares to be granted to the Directors who
satisfy requirements for beneficiaries. The Trust has acquired 107,000 shares of the Company’s using thefunds entrusted by the Company.
In addition, the Company shall contribute additional funds of not more than ¥120 million to the Trust eachapplicable term until the termination of the Plan even after the expiration of the Initial Applicable Term.
However, in the case of making additional contributions, when the Company’s shares (excluding theCompany’s shares corresponding to the points granted to Eligible Directors, etc. and provision of theCompany’s shares to Eligible Directors, etc. is not completed) and money (hereinafter the “Remaining
Shares, etc.”) on the last day of the Applicable Term immediately preceding the Applicable Term for which
the Company is planning to contribute such additional funds remain in the Trust, the total amount of theRemaining Shares, etc. (as for the Company’s share, value of the Company’s shares on the last business dayof the previous Applicable Term) and the additional funds for contribution shall not exceed the upper limitthat is to be approved through this proposal. The decision on making additional contributions will be
disclosed appropriately on a timely basis.
(5) Method of acquisition of the Company’s shares and number of shares to be acquired by the Trust
The Trust shall acquire the Company’s shares through the market on which the Company’s shares are listed
or by subscribing for treasury shares disposed of by the Company with the funds contributed in (4) above
as the source of funds. As stated in (6) shown below, the upper limit of points to be granted to Eligible
Directors in each fiscal year shall be 40,000, therefore the maximum number of the Company’s shares that
the Trust may acquire in each Applicable Term shall be 120,000.
(6) Upper limit of the number of the Company’s Shares, etc. provided to Eligible Directors
For each fiscal year, the Eligible Directors shall be granted a prescribed number of points decided inaccordance with the Rules for Delivery of Shares to Directors, taking into consideration the Director’s
position and the attainment level of performance, etc., and the total number of these points granted to
Eligible Directors in each fiscal year shall be up to 40,000.
Furthermore, the points granted to Eligible Directors shall be calculated as one common share of theCompany’s stock for each point when the Company’s Shares, etc. are transferred under (7) below (however,the upper limit of points, number of points already granted, and the conversion rate may be rationallyadjusted according to the ratio of stock splits, allotment of shares without contribution or stock mergers of
the Company shares, if these are carried out, after this proposal is approved and adopted).
The percentage of the number of shares (40,000 shares) corresponding to the upper limit of points granted
to Eligible Directors for each fiscal year is approximately 0.2 percent of the number of shares issued(excluding treasury shares, as of March 31, 2021).
The number of points granted to Eligible Directors, which is are the standards for the transfer of theCompany’s Shares, etc. under (7) below is the number of points granted to Eligible Directors up until theirresignation as a general rule (hereinafter, such points calculated in this way, the “Defined Number ofPoints”).
(7) Transfer of the Company’s Shares, etc.
An Eligible Director who retires and satisfies the requirements for the beneficiary stipulated in the Rules
for Delivery of Shares to Directors may, as a general rule, receive the number of the Company’s shares fromthe Trust in accordance with the Defined Number of Points as explained in (6) above after their resignation
by undergoing the designated procedure to establish a beneficiary. However, if the requirements stipulated
in the Rules for Delivery of Shares to Directors are satisfied separately, the Director may receive, in respectof a certain portion of the points, an amount of cash equivalent to the market price of the Company’s sharesin lieu of the provision of Company’s shares. Furthermore, in order to make the monetary provisions, theTrust may sell the Company’s shares.
If an Eligible Director, who has been granted points, commits any illegal act or inappropriate behavior thatis likely to inflict losses on the Company during his or her term of office, the Director may not acquire part15

or all of his or her right to receive the shares, according to the decision of the Board of Directors following
the report of the Remuneration and Nomination Committee.
(8) Exercise of Voting Rights
Voting rights of the Company’s shares held within the Trust accounts shall not be exercised uniformly basedon the instructions by the custodian of the Trust. By using this method, the Company intends to ensure
neutrality toward management of the Company with regard to the exercise of the voting rights of the sharesof the Company within the Trust account.
(9) Treatment of dividends
Dividends on the Company’s shares held within the Trust shall be received by the Trust to use as funds toacquire the Company’s shares and to be appropriated for trust fees, etc. paid to the trustee of the Trust.

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<Reference: Structure of the Plan>(1) Formulation of rules on
issuing Company shares to
Executive Officers(4) Granting points to
Directors[Consignor]
Company(2) Monetary trust(5) Non-exercise of
voting rights(3) Acquisitionof shares

Custodian of the Trust
Instruction not toexercise voting
rightsThe Company’s Shares, etc.

Acquisition of theright toreceive benefits[Beneficiary][Trustee]Mizuho Trust & Banking Co., Ltd.
(Re-trust: Custody Bank of Japan, Ltd.)

Directors(6) Transfer of theCompany’s Shares, etc.

i.

Person who satisfies therequirements as a beneficiary andhas resigned as Director

The Company will establish the Rules for Delivery of Shares to Directors within the scope of the framework
approved at this General Meeting of Shareholders.
ii. The Company will entrust money within the limit for which approval was received at this General Meeting of
Shareholders.
iii. The Trust shall acquire the Company’s shares through the market on which the Company’s shares are listed orby subscribing for treasury shares disposed of by the Company with the funds contributed in ii. above as thesource of funds.
iv. The Company grants points to Eligible Directors based on the provisions in the Rules for Delivery of Shares to
Directors.
v. The Trust shall not exercise the voting rights on the Company’s shares held within the Trust in accordance with
instructions from a custodian of the Trust, which is independent from the Company.
vi. The Trust provides the number of the Company’s shares in accordance with the number of points granted to the
Director who has retired as director and satisfies the requirements for the beneficiary stipulated in the Rules for
Delivery of Shares to Directors (hereinafter the “Beneficiary”). However, if the requirements defined in theRules for Delivery of Shares to Directors are satisfied separately, the Director may receive, in respect of a certain
portion of the points, an amount of cash equivalent to the market price of the Company’s shares in lieu of theprovision of the Company’s shares.

17