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.

To our shareholders:

Securities Code: 1805
June 3, 2022
Masahiro Norikyo
President and Representative Director
TOBISHIMA CORPORATION
1-8-15 Konan, Minato-ku, Tokyo

Notice of the 79th Annual General Meeting of Shareholders
We are pleased to announce the convocation of the 79th Annual General Meeting of Shareholders of TOBISHIMACORPORATION (the “Company”), which will be held as indicated below.
If you are unable to attend the General Meeting of Shareholders in person, in lieu of your attendance, please review
the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights byreturning 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:
2. Venue:

Wednesday, June 29, 2022, at 10:00 a.m. (JST) (Reception starts at 9:00 a.m. (JST))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 79th fiscal year (April 1, 2021 toMarch 31, 2022), 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 79th fiscal year (April 1, 2021 to March 31, 2022)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Partial Amendments to the Articles of Incorporation
Proposal No. 3
Election of Eight Directors
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
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) “Consolidated Statement of Changes in Equity” of the Consolidated Financial Statements and “Notes to Consolidated Financial
Statements”(3) “Statement of Changes in Equity” of the Non-Consolidated Financial Statements and “Notes to 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 the Consolidated 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 (pages 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 Tuesday, June 28, 2022, 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. 2, 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. 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.
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.

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 Tuesday, June 28, 2022, 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 rights 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),
except during the year-end and New Year holidays)

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.

Convocation Notice via Internet
You can easily access the main content of this notice on a PC or smartphone via the following website or QR code.
https://s.srdb.jp/1805/

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: ¥961,575,500(3) Effective date of dividends of surplus
June 30, 2022

4

Proposal No. 2

Partial Amendments to the Articles of Incorporation

1. Reasons for proposal
The Companies Act will be amended on September 1, 2022, which requires listed companies to adopt measures toprovide materials electronically. After this amendment the Company will, in principle, electronically provide theinformation contained in materials such as the reference documents for general meeting of shareholders toshareholders, and the Articles of Incorporation of the Company shall be amended accordingly.
Specifically, based on the measures for electronic provision, Article 16 of the current Articles of Incorporation will
become unnecessary and will therefore be deleted. While the proposed new Article 16, paragraph 1 provides thatmaterials shall be provided electronically, in the newly established paragraph 2 stipulates that the information to be
included in the paper copy to be sent to shareholders who have requested it may be limited to the extent permitted
by laws and regulations.
In addition, the Company proposes to establish temporary supplementary provisions that provide for matters such as
the date when the above amendments (deletions and establishment) to Article 16 shall come into effect, as the dateof amendment of the Companies Act is after the date of this General Meeting of Shareholders.
2. Details of amendments
The details of the amendments are as follows.

(Amended parts are underlined.)
Proposed Amendments

Current Articles of Incorporation(Internet Disclosure and Deemed Provision ofReference Documents of the General Meeting of
Shareholders, Etc.)
Article 16 When the Company convenes a general
meeting of shareholders, if it discloses informationthat is to be stated or indicated in the reference
documents of the general meeting of shareholders,business report, financial statements and/or
consolidated financial statements through theinternet in accordance with the provisions prescribedby the Ordinance of the Ministry of Justice, it may
be deemed that the Company has provided thisinformation to shareholders.

(Deleted)(Measures for Electronic Provision, Etc.)
Article 16 The Company shall, when convening ageneral meeting of shareholders, provide
information contained in the reference documents
for general meeting of shareholders and otherdocuments electronically.
2. Among the matters to be provided electronically,
the Company may choose not to include all or partof the matters stipulated in the Ordinance of the
Ministry of Justice in the paper copy to be sent toshareholders who have requested it by the record
date for voting rights.

(Newly established)

Supplementary provisions

5

1. Amendments to Article 16 of the Articles ofIncorporation based on the resolution of the General
Meeting of Shareholders to be held on June 29,
2022 shall come into effect on September 1, 2022,
which is the date of enforcement of the amended
provisions stipulated in the proviso of Article 1 ofthe supplementary provisions of the Act Partially
Amending the Companies Act (Act No. 70 of 2019)(the “Effective Date”).
2. Notwithstanding the provisions of the preceding
paragraph, Article 16 of the Articles ofIncorporation, which will be deleted by a resolutionof the General Meeting of Shareholders to be heldon June 29, 2022, shall remain in force with respect
to a General Meeting of Shareholders to be held ona date up until February 28, 2023.
3. These supplementary provisions shall be deleted on
March 1, 2023 or after the lapse of three months
from the date of the General Meeting of
Shareholders set forth in the preceding paragraph,
whichever is later.

6

Proposal No. 3

Election of Eight Directors

At the conclusion of this meeting, the terms of all nine Directors will expire. Therefore, the Company proposes theelection of eight Directors, which is a decrease in the number of Directors by one to improve the efficiency of the
management structure.
The candidates for Director are as follows:Name

1

Masahiro Norikyo

Reappointment

2

Yasuo Terashima

Reappointment

3

Seiichi Okuyama

Reappointment

4

Takuji Arao

Reappointment

5 Mitsuhiko Takahashi Reappointment

Director’s expertise/experience

Attendance
status at Boardof Directors
Meetings

Tenure100%(13/13)10 years●

100%(13/13)8 years●●100%(13/13)

2 years●●100%(13/13)

3 years●100%(13/13)

2 years●

Outside Director

100%(13/13)4 years●

Outside Director

100%(11/11)

1 year●Outside Director

100%(10/10)1 year●Position andresponsibility in the
Company
President,
Representative
Director and Chief
Executive Officer
Director andExecutive Vice
President, and in
charge of complianceDirector andExecutive Vice
President, and in
charge of Private
SectorDirector and Senior
Managing Executive
Officer, Chief of
Building
Construction
Division, and in
charge of quality
Director and Senior
Managing Executive
Officer, Chief ofCorporate Planning
Division

Corporate
management
Businessstrategy

Technology
Quality
Environment

Financial
Affairs

International
Legal

Accounting Compliance
Financebusiness
Globalknowledge

●

●

●

●

●

Reappointment
6

Takashi Aihara

Independent
Officer●●

OutsideDirector
Reappointment
7

Akitaka Saiki

Independent
Officer●●

OutsideDirector
Reappointment
8

Takako Masai

Independent
Officer
OutsideDirector

7●●

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

June 2014
Apr. 2015

Attendance status at Board of
Directors Meetings in FY2021
100% (13/13)

Apr. 2016[Reappointment]

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
currentlyowned/Number of
the Company’s
shares potentiallyowned

5,880 shares/6,020 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 believes that his management ability based on his great personality is indispensable for the Group to
grow sustainably and further enhance its corporate value. The Company has nominated him as a candidate to continue
serving as Director based on the above.

8

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
8 years*At the conclusion of thismeeting

Apr. 2016

Attendance status at Board of
Directors Meetings in FY2021
100% (13/13)[Reappointment]

Apr. 2019

Apr. 2020

June 2020

Apr. 2021

Joined the Company
Executive officer, Chief of Corporate
Administrative 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, Chiefof Corporate 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
currentlyowned/Number of
the Company’s
shares potentiallyowned

4,150 shares/6,020 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 at his timely and right
discretion 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.

9

Candidate
No.

Name
(Date of birth)

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

Apr. 1987

Joined The Fuji Bank, Limited (current
Mizuho Bank, Ltd.)
Branch Manager, Shimizu Branch ofMizuho 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)

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

3

Attendance status at Board of
Directors Meetings in FY2021
100% (13/13)[Reappointment]

Apr. 2009
June 2011
July 2011

Apr. 2013
Apr. 2015
Apr. 2018

May 2020
June 2020
May 2021

Number of theCompany’s shares
currentlyowned/Number of
the Company’s
shares potentiallyowned

1,000 shares/2,075 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, he has appropriately fulfilled his
duties in the decision-making of important corporate matters and supervision of business operations of the Company. In
addition, he has demonstrated solid leadership as the Director in charge of Private Sector since fiscal 2021 to lead theCompany’s operating activities. The Company has nominated him as a candidate to continue serving as Director basedon the above.

10

Candidate
No.

Name
(Date of birth)

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

Apr. 1983
Apr. 2014
Takuji Arao
(August 8, 1959)
Tenure as Director
3 years*At the conclusion of thismeeting

4

Attendance status at Board of
Directors Meetings in FY2021
100% (13/13)[Reappointment]

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
Director and Senior Managing Executive
Officer, Chief of Building Construction
Division, and in charge of quality (current
position)

Apr. 2016

Apr. 2019

June 2019

Apr. 2020

Apr. 2022

Number of theCompany’s shares
currentlyowned/Number of
the Company’s
shares potentiallyowned

5,110 shares/6,020 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 Construction Division as Senior Managing Executive
Officer, and has been steadily implementing an effort to accomplish the goal set by the Construction Division to“promote one-stop-service initiatives toward expanding customer base” based on his extensive business experience andbroad knowledge. The Company has nominated him as a candidate to continue serving as Director based on the above.

11

Candidate
No.

5

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
2 years*At the conclusion of thismeeting

Apr. 2017

Attendance status at Board of
Directors Meetings in FY2021
100% (13/13)[Reappointment]

Apr. 2019
Apr. 2020
June 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
Director and Senior Managing Executive
Officer, and Chief of Corporate Planning
Division (current position)

Number of theCompany’s shares
currentlyowned/Number of
the Company’s
shares potentiallyowned

3,050 shares/3,117 shares

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 “SX management” pursued by theCompany, thus demonstrating his ability to further increase the Company’s corporate value. The Company has
nominated him as a candidate to continue serving as Director based on the above.
Takashi Aihara
Apr. 1979
Joined Osaka Gas Co., Ltd.
(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
4 years
Gas Housing & Equipment Co., Ltd.
1,800 shares*At the conclusion of thisJune 2018
Outside Director of the Company (current/- shares
meeting
position)
6

Attendance status at Board of
Directors Meetings in FY2021
100% (13/13)[Reappointment]
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 through 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.

12

Candidate
No.

Name
(Date of birth)

Apr. 1976

Joined the Ministry of Foreign Affairs
Held the positions of:
Director-General, Asian and Oceanian Affairs
BureauIndependent Officer
Ambassador Extraordinary andOutside Director
Plenipotentiary of Japan to the Republic ofIndia, concurrently to the Kingdom of Bhutan
Tenure as outside Director
Deputy Minister for Foreign Affairs
1 year- sharesVice-Minister for Foreign Affairs*At the conclusion of this/- sharesJune 2016Retired from the Ministry of Foreign Affairs
meetingJune 2017
Outside Director, Member of the Board of
Mitsubishi Corporation (current position)
Attendance status at Board of
Outside Director of the Company (current
Directors Meetings in FY2021 June 2021
position)
100% (11/11)
Significant concurrent positions outside the Company:
Outside Director, Member of the Board of Mitsubishi[Reappointment]
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 outside director of a major trading company. He has appropriately fulfilled his duties of providing
opinions on the corporate management and supervising the business operations from his objective and professional
perspective based on his broad knowledge and deep insight into global affairs gained through his extensive experience.
The Company expects that he will fulfill the same role and therefore has nominated him as a candidate to continue
serving as outside Director based on the above.
Akitaka Saiki(October 10, 1952)

7

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

Number of theCompany’s shares
currentlyowned/Number of
the Company’s
shares potentiallyowned

13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

Number of theCompany’s shares
currentlyowned/Number of
the Company’s
shares potentiallyowned

Tokyo Branch of The Bank of Nova Scotia
Tokyo Branch of TD Bank, N.A.
Tokyo Branch of Credit Agricole, Indo Suez
Bank
Jan. 2004
Tokyo Branch of Calyon BankMay 2007General Manager, Capital Markets Division of
Shinsei Bank, Limited
Apr. 2011
General Manager, Markets Division of Shinsei
Bank, Limited
Oct. 2011
General Manager, Markets Sub-Group of
Takako Masai
Shinsei Bank, Limited(March 8, 1965)
Apr. 2013
Executive Officer, Department Head, Markets
Independent Officer
Research Department, Markets Sub-Group of
Outside Director
Shinsei Bank, Limited
July 2015
Executive Officer, General Manager, Markets
Tenure as outside Director
Research Division of Shinsei Bank, Limited- shares
1 yearApr. 2016
Executive Officer, General Manager,*At the conclusion of this/- shares
Financial Research Division of Shinsei Bank,
meeting
LimitedJune 2016
Member of the Policy Board of the Bank ofAttendance status at Board ofJapan
8
Directors Meetings in FY2021 June 2021
Director of SBI Financial and Economic
100% (10/10)
Research Institute Co., Ltd. (current position)
July 2021
Outside Director of the Company (current[Reappointment]
position)
July 2021
Outside Director of Mitsubishi Chemical
Holdings Corporation (current position)
Aug. 2021
Outside Director of BlackRock Japan Co.,
Ltd. (current position)
Significant concurrent positions outside the Company:
Director of SBI Financial and Economic Research Institute Co.,Ltd.
Outside Director of Mitsubishi Chemical Holdings Corporation
Outside Director of BlackRock Japan Co., Ltd.
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. She has appropriately fulfilled her duties in providing opinions on the corporate management andsupervising the business operations from her objective and professional perspective based on her broad knowledge anddeep insight into financial landscape gained through her extensive experience. The Company expects that she will
fulfill the same role and therefore has nominated her as a candidate to continue serving as outside Director based on theabove.
Notes: 1. There is no special interest between any of the candidates and the Company.
2. 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.
3. Pursuant to the Company’s Articles of Incorporation and Article 427, paragraph 1 of the Companies Act, the Company
has entered into agreements with Takashi Aihara, Akitaka Saiki, and Takako Masai to limit their liability for damages
under Article 423, paragraph 1 of the Companies Act. Pursuant to these agreements, the defined maximum amount ofliability for damages, if they have acted in good faith and without gross negligence in performing their duties, is theminimum liability amount provided for by laws and regulations. If their reelection is approved, the Company plans torenew the aforementioned agreements with them.

144. 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, 2022. 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.
5. Takashi Aihara, Akitaka Saiki, and Takako Masai satisfy the Independence Criteria for Outside Officers defined by theCompany, 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.
6. The registered name of Takako Masai is Takako Nishida.

15

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
currentlyowned/Number of
the Company’s
shares potentiallyowned

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, 2022. 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 Criteria 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.

16

[Reference][Independence Criteria for Outside Officers]
The Company has defined the following independence criteria for outside directors and outside audit & supervisoryboard members (hereinafter collectively referred to as “outside officers”) or outside officer candidates. If theCompany determines none of these items apply to an independent officer or outside officer candidate as a result of
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 of the voting rights directly or indirectly or a person who executes
business of 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 excessof ¥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 spouseor 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 otherthan items (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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