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, 2020
To our shareholders:
Masahiro Norikyo
President and Representative Director
TOBISHIMA CORPORATION
1-8-15 Konan, Minato-ku, Tokyo

Notice of the 77th Annual General Meeting of Shareholders
We are pleased to announce the convocation of the 77th 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.
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting
rights in writing or via the Internet in advance by following the instructions on the next page, no later than 5:30 p.m.
on Thursday, June 25, 2020 (JST).
1. Date and Time: Friday, June 26, 2020, 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 77th fiscal year (April 1, 2019 toMarch 31, 2020), 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 77th fiscal year (April 1, 2019 to March 31, 2020)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Eight Directors
Proposal No. 3
Election of Three Audit & Supervisory Board Members
Proposal No. 4
Election of One Substitute Audit & Supervisory Board Member
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 ofIncorporation.
(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 15)
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 Thursday, June 25, 2020, 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 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 and No. 3
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 Thursday, June 25, 2020, 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.
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))

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.

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: ¥961,961,650(3) Effective date of dividends of surplus
June 29, 2020

4

Proposal No. 2

Election of Eight Directors

At the conclusion of this meeting, the terms of office of all eight Directors will expire. Therefore, the Company
proposes the election of eight Directors.
The candidates for Director are as follows:
Name

Position and responsibility in the Company

1

Masahiro Norikyo

Reelection

2

Yasuo Terashima

Reelection

3

Seiichi Okuyama

New election

4

Takuji Arao

Reelection

5

Shinichiro Sato

Reelection

6

Mitsuhiko Takahashi

New election

7

Takashi Aihara

8

Michiko Matsuda

Reelection
Independent Officer
Outside Director
Reelection
Independent Officer
Outside Director

President, Representative Director and Chief
Executive Officer
Director and Executive Vice-President, Chiefof Corporate Administration Division, and in
charge of compliance
AdvisorDirector and Senior Managing Executive
Officer, Chief of Building Construction
Division, and in charge of quality
Director and Senior Managing Executive
Officer, Chief of Civil Engineering Division
Senior Managing Executive Officer, Chief ofCorporate Planning Division

Attendance status
at Board of
Directors Meetings100%(11/11)

Tenure8 years100%(11/11)

6 years

-%
(-/-)

-

100%
(9/9)

1 year

100%
(9/9)
-%
(-/-)

1 year-Outside Director

100%(11/11)

2 years

Outside Director

100%
(9/9)

1 year5

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
8 years*At the conclusion of thismeeting1June 2012
Apr. 2014

June 2014
Apr. 2015

Attendance status at Board of
Directors Meetings in FY2019
11/11

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 VicePresident, and in charge of civil engineeringand building construction
President, Representative Director and Chief
Executive Officer (current position)

Number of theCompany’s shares
owned

4,880 shares

Reasons for nomination as candidate for Director:
Mr. Norikyo has managed the Board of Directors as President and Representative Director, and conducted delegatedmatters. The Company considers his management ability indispensable to continue evolving the Tobishima Group as
the person leading the steady execution and progress of the five-year medium-term management plan since it started infiscal 2019. The Company has nominated him as a candidate to continue serving as Director based on the above.

6

Candidate
No.

Name
(Date of birth)

Yasuo Terashima(November 14, 1957)
Tenure as Director
6 years*At the conclusion of thismeeting

2

Attendance status at Board of
Directors Meetings in FY2019
11/11

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1980
Apr. 2014

June 2014

Apr. 2016

Apr. 2019

Apr. 2020[Reelection]

3

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 (current position)

Number of theCompany’s shares
owned

3,050 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 Director. In addition, he has not only led matters related to traditional
management operations and compliance but also overall management from his broad perspective as an Executive VicePresident since fiscal 2020. The Company has nominated him as a candidate to continue serving as Director based on
the above.
Apr. 1987
Joined The Fuji Bank, Limited (current Mizuho
Bank, Ltd.)
Seiichi Okuyama
Apr. 2007
Branch Manager, Shimizu Branch of Mizuho(February 12, 1965)
Bank, Ltd.
Apr. 2009
General Manager, Branch Department Unit No.
Tenure as Director
1 of Mizuho Bank, Ltd.
June 2011
General Manager, Gotanda Branch Department*At the conclusion of thisNo. 2 of Mizuho Bank, Ltd.
meeting
July 2011
General Manager, Gotanda Branch and Gotanda
0 shares
Attendance status at Board of
Branch Department No. 1 of Mizuho Bank, Ltd.
Directors Meetings in FY2019 Apr. 2013
General Manager, Nagoya-Chuo Branch ofMizuho Bank, Ltd.
Apr. 2015
General Manager, Yaesuguchi Branch
Department No. 2 of Mizuho Bank, Ltd.
Apr. 2018
Executive Officer and General Manager,
Tokyo-Chuo Branch Department No. 2 of[New election]
Mizuho Bank, Ltd.
May 2020
Advisor of the Company (current position)
Reasons for nomination as candidate for Director:
Mr. Okuyama has extensive experience primarily in the business field at a major financial institution, and the Company
judges he will appropriately fulfill his duties in the decision-making of important corporate matters and supervision ofbusiness operations of the Company based on his broad perspective gained from his involvement in management as an
Executive Officer since 2018. The Company has nominated him as a candidate for Director based on the above.

7

Candidate
No.

Name
(Date of birth)

Takuji Arao
(August 8, 1959)

4

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1983
Apr. 2014

Tenure as Director
1 year*At the conclusion of thismeeting

Apr. 2016

Attendance status at Board of
Directors Meetings in FY2019
9/9

June 2019

Apr. 2019

Apr. 2020[Reelection]

5

Joined the Company
Executive Officer and General Manager ofTokyo Metropolitan Area Building
Construction BranchManaging Executive Officer and General
Manager of Tokyo Metropolitan Area Building
Construction BranchManaging Executive Officer, Chief of Building
Construction Division, and in charge of quality
Director and Managing Executive Officer,
Chief of Building Construction Division, and in
charge of quality
Director and Senior Managing Executive
Officer, Chief of Building Construction
Division, and in charge of quality (current
position)

Number of theCompany’s sharesowned

3,310 shares

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. He has also led the steady execution of the five-year medium-term management plan 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. 1983
Joined the Company
Shinichiro Sato
(February 12, 1959)
Dec. 2012
Executive Officer and General Manager ofInternational Operations Division
Tenure as Director
Apr. 2017Managing Executive Officer and General
1 yearManager of International Operations Division*At the conclusion of thisApr. 2019
Managing Executive Officer, Chief of Civil
meetingEngineering Division, and General Manager of
1,880 sharesInternational Operations Division
Attendance status at Board of June 2019
Director and Managing Executive Officer, andDirectors Meetings in FY2019
Chief of Civil Engineering Division
9/9
Apr. 2020
Director and Senior Managing Executive
Officer, and Chief of Civil Engineering
Division (current position)[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. He has also led the steady execution of the five-year medium-term management plan 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.

6

Name
(Date of birth)

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

Mitsuhiko Takahashi(June 1, 1961)

Apr. 1985
Oct. 2014

Tenure as Director*At the conclusion of thismeeting

Apr. 2017

Attendance status at Board of
Directors Meetings in FY2019-

Apr. 2019
Apr. 2020

Joined the Company
Executive Officer and Chief of Corporate
Planning Office
Executive Officer and Chief of Corporate
Planning Division
Managing Executive Officer and Chief ofCorporate Planning Division
Senior Managing Executive Officer and Chiefof Corporate Planning Division (current
position)

Number of theCompany’s shares
owned

1,950 shares[New election]
Reasons for nomination as candidate for Director:
Since joining the Company, Mr. Takahashi has been engaged in a broad range of fields, such as general administrationand corporate planning. He has contributed to the formulation of management plans and the steady execution ofstrategies based on his extensive experience and knowledge as the Chief of the Corporate Planning Division since fiscal
2017. He is leading and progressing execution of overall corporate strategy even in the five-year medium-term
management plan, and the Company judges that he will utilize his skills to appropriately fulfill his duties in thedecision-making of important corporate matters and supervision of business operations as Director. The Company has
nominated him as a candidate for Director based on the above.
Apr. 1979
Joined Osaka Gas, Co., Ltd.
Takashi Aihara(July 24, 1955)
June 2010
Director
Apr. 2014
President and Representative Director, Kinpai
Independent Officer
Co., Ltd.
Outside Director
Apr. 2016
Advisor, Osaka Gas Housing & Equipment Co.,Ltd.
Tenure as outside Director
June 2016
Audit & Supervisory Board Member of Osaka
2 years
Gas Housing & Equipment Co., Ltd.
700 shares*At the conclusion of thisJune 2018
Outside Director of the Company (current
meeting
position)
7

Attendance status at Board of
Directors Meetings in FY2019
11/11[Reelection]
Reasons for nomination as candidate for outside Director:
Mr. Aihara is a candidate for outside Director.
He has provided opinions on the corporate management of the Company from his broad perspective, which could not begained as an internal director, as an executive and Audit & Supervisory Board Member since his appointment in fiscal
2018. The Company judges that he has appropriately fulfilled his duties in the execution of business operations. The
Company has nominated him as a candidate to continue serving as outside 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
Apr. 1980

8

Notes:

Number of theCompany’s shares
ownedJoined Aiko Girls Juvenile Detention Center(Tokyo), Ministry of JusticeApr. 2005
Administrative Director, Shimei Girls Juvenile
Detention Center (Hokkaido)
Apr. 2007
Administrative Director, Kifunehara Girls
Michiko Matsuda
Juvenile Detention Center (Hiroshima)(August 21, 1955)
Apr. 2009
Administrative Director, Izumi Juvenile
Detention Center (Osaka)
Independent Officer
Apr. 2011
General Manager of Department No. 3, Nagoya
Outside Director
Regional Correction Headquarters, Ministry ofJusticeTenure as outside Director
Apr. 2012
Warden, Tochigi Prison
1 yearApr. 2013
Administrative Director, Tama Juvenile*At the conclusion of this300 shares
Detention Center (Tokyo)
meeting
Apr. 2015
District Superintendent, Tokyo Regional
Correction Headquarters, Ministry of JusticeAttendance status at Board ofApr. 2016
Instructor, Correctional Training Center,
Directors Meetings in FY2019
Ministry of Justice
9/9
May 2017
Manager, Correctional Research Office,Correctional Support Department, JapaneseCorrectional Association (current position)[Reelection]
June 2019
Outside Director of the Company (current
position)
Significant concurrent positions outside the Company:
Manager, Correctional Research Office, Correctional Support
Department, Japanese Correctional Association
Reasons for nomination as candidate for outside Director:
Ms. Matsuda is a candidate for outside Director.
She has never been involved in the management of a company in the past except as an outside officer. However, since
her appointment in fiscal 2019, she has provided opinions on the corporate management of the Company from her
extensive experience in education over many years and a wealth of knowledge, which could not be gained as an internal
director. She is appropriately fulfilling her duties, such as the supervision of business execution. The Company has
nominated her as a candidate to continue serving as outside Director based on the above.
1. There is no special interest between any of the candidates and the Company.
2. 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 and Michiko Matsuda to limit their liability for damages under Article
423, paragraph 1 of the Companies Act. Pursuant to this agreement, the defined maximum amount of liability for damages,
if they have acted in good faith and without gross negligence in performing their duties, is the minimum liability amountprovided for by laws and regulations. If the reelection of Takashi Aihara and Michiko Matsuda is approved, the Company
plans to renew the aforementioned agreements with them.
3. Takashi Aihara and Michiko Matsuda satisfy the Independence Standards for Outside Officers defined by the Company,
and the Company has therefore submitted notification to Tokyo Stock Exchange, Inc. that they have been appointed as
independent officers as provided for by the aforementioned exchange.

10

Proposal No. 3

Election of Three Audit & Supervisory Board Members

The term of office of Audit & Supervisory Board Members Fumiko Kosao and Izuru Goto will expire at theconclusion of this meeting. Audit & Supervisory Board Member Hiroshi Matsushima will also resign at theconclusion of this meeting. Therefore, the Company proposes the election of three Audit & Supervisory Board
Members.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidates for Audit & Supervisory Board Member are as follows:
Candidate
No.

Name(Date of birth)

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

Hiroshi Ito(April 20, 1960)

Apr. 1985
Apr. 2008

Tenure as Audit & Supervisory
Board Member*At the conclusion of thismeeting

Apr. 2010

Attendance status at Board of
Directors Meetings in FY2019-

July 2011
May 2020

Number of theCompany’s shares
ownedJoined the Company
Manager, J-SOX Promotion Office ofManagement & Administration Division
General Manager of Finance Department,
Management & Administration Division
General Manager of Accounting Department,
Management & Administration Division
Vice Chief of Corporate Administration
Division (current position)
1,800 shares

1
Attendance status at Audit &Supervisory Board Meetings in
FY2019-[New election]
Reasons for nomination as candidate for Audit & Supervisory Board Member:
Mr. Ito has experience in a broad range of business, such as the general administration, accounting, and finance of theCompany over many years and possess sufficient knowledge in finance and accounting. The Company judges that hewill sufficiently fulfill his duty in strengthening its audit system. The Company has nominated him as a candidate for
Audit & Supervisory Board Member based on the above.

11

Candidate
No.

Name
(Date of birth)
Toshiya Natori(December 17, 1963)
Independent Officer
Outside Audit & Supervisory
Board Member
Tenure as Audit & Supervisory
Board Member*At the conclusion of thismeeting

2

Attendance status at Board of
Directors Meetings in FY2019
Attendance status at Audit &Supervisory Board Meetings in
FY2019-Career summary and position in the Company, and significant
concurrent positions outside the Company
Tokyo District Public Prosecutor (Criminal
Affairs Division)
July 2010
Deputy Manager, Criminal Affairs Division ofTokyo District Public Prosecutors Office
Apr. 2011
Director, Public Security Division, Criminal
Affairs Bureau of Ministry of JusticeJan. 2012
Director, Criminal Affairs Division, Criminal
Affairs Bureau of Ministry of JusticeDec. 2012
Director, Secretarial Division, Minister’s
Secretariat of Ministry of JusticeJan. 2015
Prosecutor of Supreme Public Prosecutors
OfficeJuly 2015
Chief Prosecutor of the Morioka District Public
Prosecutors Office
Aug. 2016
Registered as an attorney at law (Daiichi Tokyo
Bar Association), joined Oh-Ebashi LPC &Partners
Mar. 2020
Joined Natori Law Office (current position)
Significant concurrent positions outside the Company:
Attorney at law of Natori Law Office

Number of theCompany’s shares
ownedJuly 2006

0 shares[New election]
Reasons for nomination as candidate for outside Audit & Supervisory Board Member:
Mr. Natori has never been involved in the management of a company in the past. However, he has extensive experienceand a broad range of knowledge as a prosecutor, who is a representative of public interests. He also has sufficientknowledge related to corporate law and corporate accounting as an attorney at law. The Company judges that he will
sufficiently fulfill his duty in strengthening its audit system based on his considerable and highly specialized
knowledge. The Company has nominated him as a candidate for outside Audit & Supervisory Board Member based on
the above.

12

Candidate
No.

Name
(Date of birth)
Aki Nakanishi(October 28, 1960)
Independent Officer
Outside Audit & Supervisory
Board Member
Tenure as Audit & Supervisory
Board Member*At the conclusion of thismeeting

3

Attendance status at Board of
Directors Meetings in FY2019
Attendance status at Audit &Supervisory Board Meetings in
FY2019-Notes:

Career summary and position in the Company, and significant
concurrent positions outside the Company
Professor, School of Business Administration of
Meiji University (current position)
Apr. 2015
Principal Researcher, Research Center for
Science Systems of the Japan Society for the
Promotion of Science
Apr. 2015
Visiting Professor, The Graduate School for theCreation of New Photonics Industries (current
position)
Apr. 2016
Part-time instructor, Faculty of Maritime
Sciences of Kobe University
Feb. 2020
Trustee of Meiji University (current position)
Significant concurrent positions outside the Company:
Professor, School of Business Administration of Meiji
University
Visiting Professor, The Graduate School for the Creation of
New Photonics Industries
Trustee of Meiji University

Number of theCompany’s shares
owned

Apr. 2007

0 shares[New election]
Reasons for nomination as candidate for outside Audit & Supervisory Board Member:
Ms. Nakanishi has never been involved in the management of a company in the past. However, she has a broad range of
insight as an expert in business administration and sufficient knowledge related to finance and accounting. The
Company judges that she will sufficiently fulfill her duties in strengthening its audit system based on her considerable
and highly specialized knowledge in the information security field. The Company has nominated her as a candidate foroutside Audit & Supervisory Board Member based on the above.
1. There is no special interest between any of the candidates and the Company.
2. If the election of Toshiya Natori and Aki Nakanishi is approved, pursuant to the Company’s Articles of Incorporation and
Article 427, paragraph 1 of the Companies Act, the Company plans to enter into an agreement with them to limit their
liability for damages under Article 423, paragraph 1 of the Companies Act. Pursuant to this agreement, the defined
maximum amount of liability for damages, if they have acted in good faith and without gross negligence in performing
their duties, is the minimum liability amount provided for by laws and regulations.
3. Toshiya Natori and Aki Nakanishi satisfy the Independence Standards for Outside Officers defined by the Company, andthe Company therefore plans to submit notification to Tokyo Stock Exchange, Inc. that they have been appointed as
independent officers as provided for by the aforementioned exchange.

13

Proposal No. 4

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
owned

Apr. 1988
Appointed prosecutor
Apr. 1994
Registered as attorney at law (Tokyo Bar Association)
Hirotaka Kobayashi
Apr. 1995
Joined Hikari Sogoh Law Offices (current position)
0 shares(September 6, 1957)
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. 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.

14

[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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