This document has been translated from a part of the Japanese original for reference purposes only. In the eventof any discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

(Securities code: 1929)
June 6, 2023
(The measures for electronic provision started on: June 1, 2023)
To Shareholders with Voting Rights
Yasuo Wada
President & Representative Director
NITTOC CONSTRUCTION CO., LTD.
3-10-6, Higashi-Nihonbashi, Chuo-ku,
Tokyo, Japan

Notice of the 76th Annual Shareholders’ Meeting
We hereby notify you that the 76th Annual Shareholders’ Meeting (the “Meeting”) of NITTOCCONSTRUCTION CO., LTD. (the “Company”) will be held for the purposes as described below.
In convening the Meeting, the Company has taken the measures for electronic provision. Matters to be provided
electronically are posted on the website of the Company as “Notice of the 76th Annual Shareholders’ Meeting.”<Website of the Company>
https://www.nittoc.co.jp/english/index.html
Please access the above website, select “Investor Relations,” and then select “Shareholders’ Meetings” to viewthe information.
In addition to the above, the matters to be provided electronically are also posted on the website presented below.
<Website of the Tokyo Stock Exchange>
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the website presented above, enter the name of the Company (NITTOC) or the securities code
(1929), press “Search,” select “Basic information,” and then select “Documents for public inspection/PR
information” to see them.
In lieu of attending the Meeting, you may exercise your voting rights in writing or via the Internet, etc.
Please review the Reference Documents for the Shareholders’ Meeting included in the matters to be provided
electronically and exercise your voting rights by 5:30 p.m. Japan time on Thursday, June 22, 2023.

1. Date and time:
2. Venue:

Friday, June 23, 2023 at 10 a.m. Japan time
6F, Daiwa Higashi-Nihonbashi Bldg.,
3-10-6, Higashi-Nihonbashi, Chuo-ku, Tokyo, Japan
3. Purpose of the Meeting:
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 76th fiscal year
(April 1, 2022 to March 31, 2023), and results of audits of the Consolidated
Financial Statements by the Accounting Auditor and the Board of Corporate
Auditors
2.
Non-consolidated Financial Statements for the 76th fiscal year (April 1, 2022 toMarch 31, 2023)
Matters to be resolved:
Proposal 1:
Dividend of Surplus
1Proposal 2:
Proposal 3:
Proposal 4:

Election of 9 Directors
Election of 1 Substitute Corporate Auditor
Determination of the Compensation for Granting Restricted Shares to
Directors (Excluding Outside Directors)

4. Other matters concerning the Meeting
Shareholders seeking to exercise voting rights via a proxy will be requested to designate another shareholder
with voting rights as a proxy.
If you intend to exercise some of your voting rights for a proposal and the others against it, please submit a
notice to the Company indicating your intention to split your voting rights and the reasons why you intend
to do so at least three days prior to the Meeting.

ˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆ

If you are attending the Meeting in person, please submit the enclosed Voting Rights Exercise Form at thereception.
Any revisions to the matters to be provided electronically will be posted on the websites they are on.

2

Reference Documents for the Shareholders’ Meeting

Proposals and References
Proposal 1:

Dividend of Surplus

As a basic policy, the Company strives to ensure stable return of profits to shareholders, while working tostrengthen its management foundation by reinforcing its corporate standing and enhancing internal reserves,and makes decisions on the allocation of profits by taking into account factors such as the performance forthe fiscal year under review and the business environment.
Upon consideration based on this policy, the Company proposes to pay an ordinary dividend of 20 yen
and add a commemorative dividend of 5 yen to it to show its gratitude to its shareholders as it celebrated its
75th anniversary in December 2022. The year-end dividend for the fiscal year under review shall be as
follows:
Year-end dividend
1) Type of dividend property
Cash2) Allotment of dividend property and its total amount25 yen per common share of the Company for a total of 1,042,638,750 yen(Ordinary dividend of 20 yen, commemorative dividend of 5 yen)
3) Effective date of dividend of surplus
June 26, 2023

3

Proposal 2:

Election of 9 Directors

As the terms of office of all the 9 incumbent Directors will expire at the close of this Meeting, the Company
proposes the election of 9 Directors.
The candidates for Director are as described below.
The Company selects candidates for Director in consideration of factors such as their personality, insightand achievements, following deliberation by the Nomination and Compensation Committee, a voluntarybody whose members include the Company’s independent Outside Directors and independent Outside
Corporate Auditors.
Attendance atYears Served
the Board of
as Director
Positions and Responsibilities at
No.
Name
Directors’(at the Close
the Company
Meetingsof the(Ratio)Meeting)
1

Yasuo
Wada

Reappointment

President & Representative
Director

16/16(100%)

4 years

16/16(100%)

9 years2

Hiroshi
YamadaReappointment

Vice President & Representative
Director and responsible foroverseas operations andengineering & development

3

Toshikazu
Kawaguchi

Reappointment

Director, Managing Executive
Officer, General Manager,
Corporate Strategy Division

15/16
(94%)

4 years

4

Naoto
Kami

Reappointment

Director, Managing Executive
Officer, General Manager,
Business Operation Division

16/16(100%)

2 years

5

Katsuhiro
YorozuReappointment

Director, Managing Executive
Officer, General Manager,
Administration Division

16/16(100%)

2 years

6

Iwao
Aso

Reappointment

Director

14/16
(88%)

9 years

7

Masayuki
Watanabe

Reappointment
OutsideIndependent

Outside Director

16/16(100%)

7 years

8

KatsuoNakamura

Reappointment
OutsideIndependent

Outside Director

16/16(100%)

6 years

Naoko
Okada

Reappointment
OutsideIndependent
FemaleOutside Director

13/13(100%)

1 year9

New appointment Candidate for newly appointed Director Reappointment Candidate for reappointed Director
Outside Candidate for Outside Director Independent Candidate for independent Director Female Candidate for female Director

4

No.

Career summary, significant concurrent positions and positions andresponsibilities at the Company

NameApril 1981
April 2005
April 2006

Joined the Company
General Manager, Construction Department, Tokyo Branch
Associate General Manager, Business Planning Department,
Corporate Planning Office
April 2007
General Manager, Business Planning Department, Corporate
Planning Office
October 2007 Operating Officer, General Manager, Corporate Planning
OfficeApril 2009
Operating Officer, Deputy General Manager, Tokyo Branch
April
2013
Operating Officer, General Manager, Nagoya Branch
Yasuo Wada
April 2018
Operating Officer, Deputy General Manager, Business
Operation Division
Reappointment
April 2019
Operating Officer, General Manager, Business Operation
Division
Date of birth:
1
January 27, 1959
June 2019
Director, Managing Executive Officer, General Manager,
Business Operation Division
Number of shares of the April 2021
President & Representative Director
Company held:
April 2022
President & Representative Director, General Manager,
19,168 shares
Safety, Environment & Quality Control Division
April 2023
President & Representative Director (to present)
Years served as Director [Reasons for candidacy as Director](at the close of the
Yasuo Wada has been serving as President & Representative Director of the
Meeting):Company since April 2021. He has a wealth of experience and insight
4 years
concerning the Group’s overall management. Therefore, the Company hasrenominated him as a candidate for Director.
Attendance at the Boardof Directors’ meetings:
16/16 (100%)

5

No.

Name

Career summary, significant concurrent positions and positions andresponsibilities at the Company

Joined the Company
General Manager, Slope Department, Engineering Division
Associate General Manager, Sapporo Branch and General
Manager, Technology Department
April 2006
General Manager, Technology Department, Business
Department, Sapporo Branch
April 2008
Deputy General Manager, Engineering Division
July 2008
Operating Officer, Deputy General Manager, Engineering
Division
June 2009
Director, Midori Industries Co., Ltd.
Hiroshi Yamada
June 2012Managing Executive Officer, Deputy General Manager,
Reappointment
Engineering Division, the Company
April 2014
Managing Executive Officer, General Manager, Engineering
Date of birth:
Division
September 25, 1957 June 2014
Director, Managing Executive Officer, General Manager,
Engineering Division
Number of shares of the June 2019
Director, Senior Managing Officer, General Manager,
Company held:
Engineering Division
12,087 shares
April 2020
Director, Senior Managing Officer, General Manager,
2
Engineering & Development DivisionYears served as Director June 2021
Director, Senior Managing Officer, General Manager,(at the close of theEngineering & Development Division and responsible for
Meeting):
overseas operations
9 years
April 2022
Director, Operating Officer and Vice President, General
Manager, Engineering & Development Division and
Attendance at the Board
responsible for overseas operationsof Directors’ meetings: April 2023
Vice President & Representative Director and responsible for
16/16 (100%)
overseas operations and engineering & development (topresent)[Reasons for candidacy as Director]
Hiroshi Yamada has been serving as Vice President & Representative Director
and has been responsible for overseas operations and engineering &development since April 2023 and promoting development of technology andimprovement and enhancement of existing technology attuned to issues ofsociety and needs of customers. The Company considers that, by making use of
his wealth of experience and expertise, he will be able to contribute to further
enhancement of the Company’s corporate value. He also has a wealth ofexperience and insight overseas. Therefore, the Company has renominated him
as a candidate for Director.
April 1981
April 2004
August 2004

6

No.

Career summary, significant concurrent positions and positions andresponsibilities at the Company

NameApril 1983
April 2006

Joined the Company
General Manager, Accounting Department, Administration
Division
June 2007
Director, Midori Industries Co., Ltd.
July 2008
Operating Officer, General Manager, Accounting Department,
Administration Division, the Company
April 2012
Operating Officer, Deputy General Manager, Administration
Division and General Manager, Accounting Department
April 2013
Operating Officer, General Manager, Corporate Planning Officeand General Manager, Business Planning Department
Toshikazu Kawaguchi
April 2014
Operating Officer, Deputy General Manager, Corporate Strategy
Reappointment
Division and General Manager, Corporate Planning Department
and General Manager, Related Business Department
Date of birth:
June 2014
Managing Executive Officer, Deputy General Manager,
February 26, 1961
Corporate Strategy Division and General Manager, Corporate
Planning Department and General Manager, Related Business
Number of shares of the
Department
Company held:
August 2014
Director, Midori Industries Co., Ltd.
8,327 shares
July
2018
Commissaris, PT. NITTOC CONSTRUCTION INDONESIA
3
April 2019
Managing Executive Officer, General Manager, Corporate
Years served as Director
Strategy Division and General Manager, Corporate Planning(at the close of the
Department and General Manager, Related BusinessMeeting):
Department, the Company
4 years
June 2019
Director, Managing Executive Officer, General Manager,
Corporate Strategy Division and General Manager, Corporate
Attendance at the Board
Planning Department and General Manager, Related Businessof Directors’ meetings:
Department
15/16 (94%)
April 2022
Director, Managing Executive Officer, General Manager,
Corporate Strategy Division (to present)[Reasons for candidacy as Director]
Toshikazu Kawaguchi has been serving as Director, Managing Executive Officer
and General Manager of Corporate Strategy Division since June 2019. He has awealth of experience and insight concerning the Group’s overall management. The
Company considers that he will be able to contribute to further enhancement of theCompany’s corporate value through formulation and implementation ofmanagement strategies etc. Therefore, the Company has renominated him as a
candidate for Director.

7

No.

Career summary, significant concurrent positions and positions andresponsibilities at the Company

NameApril 1987
April 2006

Joined the Company
Deputy General Manager, Chiba Sales Office, Business
Department, Tokyo Branch
April 2007
General Manager, Yokohama Sales Office, Business
Department, Tokyo Branch
April 2011
General Manager, Business Department, Tokyo Branch
April 2014
Deputy General Manager, Tokyo Branch
April 2017
General Manager, Kyushu Branch
April 2018
Operating Officer, General Manager, Kyushu Branch
Naoto Kami
April 2019
Operating Officer, General Manager, Tokyo Branch
June 2019
Managing Executive Officer, General Manager, Tokyo
Reappointment
BranchApril 2021
Managing Executive Officer, General Manager, Business
Date of birth:
Operation Division
4
June 2021
Director, Managing Executive Officer, General Manager,
May 13, 1963
Business Operation Division (to present)
Number of shares of the [Reasons for candidacy as Director]
Naoto Kami has been serving as Director, Managing Executive Officer andCompany held:
General Manager of Business Operation Division since June 2021. He has a
41,599 shares
wealth of experience and insight concerning the Group’s overall management.
Years served as Director Therefore, the Company has renominated him as a candidate for Director.
(at the close of the
Meeting):
2 years
Attendance at the Boardof Directors’ meetings:
16/16 (100%)

8

No.

Career summary, significant concurrent positions and positions andresponsibilities at the Company

NameApril 1983
April 2005

Joined The Hokkaido Takushoku Bank, Ltd.
General Manager, Hachioji Branch, The Chuo Mitsui Trustand Banking Company, Limited (currently Sumitomo Mitsui
Trust Bank, Limited)
December 2006 General Manager, Kitakyushu Branch
June 2008
General Manager, Machida Branch
July 2012
Joined the Company
Operating Officer, General Manager, Internal Control
Promotion Office
Operating Officer, General Manager, General Affairs
Katsuhiro Yorozu April 2013
Department, Administration Division
Reappointment
April 2015
Operating Officer, Deputy General Manager, Administration
Division
Date of birth:
June 2019
Director, Shimane Earth Engineering Co., Ltd.
5
July 30, 1960
Director, Yamaguchi Earth Engineering Co., Ltd.
June 2019
Managing Executive Officer, Deputy General Manager,
Number of shares of the
Administration Division, the Company
Company held:
April 2021
Managing Executive Officer, General Manager,
20,100 shares
Administration Division
June 2021
Director, Managing Executive Officer, General Manager,
Years served as Director
Administration Division (to present)(at the close of the[Reasons for candidacy as Director]
Meeting):
After having held many prominent positions at a major financial institution,
2 years
Katsuhiro Yorozu has been serving as Director, Managing Executive Officer andGeneral Manager of Administration Division of the Company since June 2021
Attendance at the Board and has a wealth of experience and insight. Therefore, the Company hasof Directors’ meetings: renominated him as a candidate for Director.
16/16 (100%)

9

No.

Career summary, significant concurrent positions and positions andresponsibilities at the Company

NameApril 1997

Joined The Long-Term Credit Bank of Japan, Limited(currently SBI Shinsei Bank, Limited)
June 2000
Auditor, ASO CEMENT Co., Ltd. (currently ASO
CORPORATION)
June 2001
Director
August 2001
Director, ASO CEMENT Co., Ltd.
December 2005 Outside Director, DWANGO Co., Ltd.
June 2006
Executive Managing Director, ASO CORPORATION
October 2008 Executive Vice President
Iwao Aso
June 2010
President (to present)
June 2014
Outside Director, the Company
Reappointment
October 2014 Outside Director, KADOKAWA DWANGO CORPORATION(currently KADOKAWA CORPORATION)
Date of birth:
December 2015 Outside Director, IREP Co., Ltd.
July 17, 1974
January 2016 President, ASO CEMENT Co., Ltd. (to present)
6 Number of shares of the October 2016 Outside Director, D.A.Consortium Holdings Inc.
June 2017
Outside Director, TSUZUKI DENKI CO., LTD.
Company held:
October 2018 Director, the Company (to present)
0 shares
June 2021
Outside Director, Tohto Suisan Co., Ltd. (to present)
June 2022
Director, DAIHO CORPORATION (to present)
Years served as Director(Significant concurrent positions)(at the close of the
President, ASO CORPORATION
Meeting):
President, ASO CEMENT Co., Ltd.
9 years
Outside Director, Tohto Suisan Co., Ltd.
Director, DAIHO CORPORATION
Attendance at the Boardof Directors’ meetings:[Reasons for candidacy as Director]
14/16 (88%)

Iwao Aso has a wealth of experience as a corporate manager. The Company
has renominated him as a candidate for Director as it considers that, by making
use of his broad insight, he will be able to appropriately perform his duties as a
Director at the Company as well.

10

No.

Career summary, significant concurrent positions and positions andresponsibilities at the Company

NameApril 1998

Joined the Prime Minister’s Office (Secretariat General
Affairs Division)
October 2001 Joined Anderson Mori (currently Anderson Mori &Tomotsune)
October 2001 Registered as an attorney-at-law (Daini Tokyo Bar
Association)
August 2009
Joined Miyake & Partners
May 2011
Partner (to present)
June 2014
Outside Director, OHSHO FOOD SERVICE CORP.
Masayuki Watanabe June 2016
Outside Director, the Company (to present)
June 2020
Outside Director, Kosaido Co., Ltd. (currently Kosaido
Reappointment
Holdings Co., Ltd.) (to present)
OutsideJune 2021
Outside Director, Yoyogi Animation Academy Inc. (toIndependent
present)
October 2022 Outside Director, Mitsuboshi Co., Ltd. (to present)
Date of birth:
March 2023
Director, Mitsuboshi Philippines Corporation (to present)
May 2, 1970
April 2023
Outside Director (Audit and Supervisory Committee
Member), THE NIHON SEIMA CO., LTD. (to present)
Number of shares of the (Significant concurrent positions)
7
Company held:
Partner, Miyake & Partners
0 shares
Outside Director, Kosaido Holdings Co., Ltd.
Outside Director, Yoyogi Animation Academy Inc.
Years served as Outside Outside Director, Mitsuboshi Co., Ltd.
Director
Director, Mitsuboshi Philippines Corporation(at the close of theOutside Director (Audit and Supervisory Committee Member), THE NIHON
Meeting):
SEIMA CO., LTD.
7 years[Reasons for candidacy as Outside Director and overview of expected role]

Attendance at the Board Masayuki Watanabe has expertise and experience in corporate legal affairsof Directors’ meetings: gained through working as an attorney-at-law. The Company has renominated
16/16 (100%)
him as a candidate for Outside Director as it believes that, by making use of his

broad insight, he will be able to appropriately perform his duties as an Outside
Director at the Company as well.
If he is elected, he will be involved in nomination of candidates for officer of theCompany and determination of compensation etc. for officers from an objective
and neutral standpoint as a member of the Nomination and Compensation
Committee, a voluntary committee.

11

No.

Name

Career summary, significant concurrent positions and positions andresponsibilities at the Company

April 1974
October 1975

Joined Yoko Co., Ltd.
Joined Central Corporation Co., Ltd. (currently Central
Amenity Service Co., Ltd.)
October 1991 President and Representative Director
August 2004
President and Representative Director, Yoko Co., Ltd.
May 2008
Chairman, Nihon University College of Law Alumni
Association
September 2008 Member of the Board of Trustees, Nihon University
September 2011 Director, Nihon University
Katsuo Nakamura August 2014
Chairman and Representative Director, Central Amenity
Service Co., Ltd. (to present)
Reappointment
August 2014
Chairman and Representative Director, Yoko Co., Ltd. (toOutsidepresent)
Independent
September 2014 Executive Director, Nihon University
June 2017
Outside Director, the Company (to present)
8
Date of birth:(Significant concurrent positions)
April 16, 1950
Chairman and Representative Director, Central Amenity Service Co., Ltd.
Chairman and Representative Director, Yoko Co., Ltd.
Number of shares of theCompany held:
0 shares[Reasons for candidacy as Outside Director and overview of expected role]
Katsuo Nakamura has abundant experience as a corporate manager and has
Years served as Outside served in many prominent positions at Nihon University. The Company hasrenominated him as a candidate for Outside Director as it believes that, byDirector
making use of his broad insight, he will be able to appropriately perform his(at the close of theduties as an Outside Director at the Company as well.
Meeting):
If he is elected, he will be involved in nomination of candidates for officer of the
6 years
Company and determination of compensation etc. for officers from an objective
Attendance at the Board and neutral standpoint as a member of the Nomination and Compensationof Directors’ meetings: Committee, a voluntary committee.
16/16 (100%)

12

No.

Career summary, significant concurrent positions and positions andresponsibilities at the Company

NameApril 2007

Naoko Okada
Reappointment
OutsideIndependent
Female9Date of birth:
June 7, 1978

General Manager of Management Division, EC Navi
Company (currently CARTA HOLDINGS, INC.)
July 2009
Founder and CEO, Network Communications Corp. (topresent)
March 2014
Producer, Executive Business Division, Every.LLC (topresent)
March 2020
Outside Director, Roland DG Corporation (to present)
July 2020
Deputy Representative Director, General Incorporated
Association Risk Communication Institute of Japan (topresent)
October 2021 Outside Director, Retrieva, Inc. (to present)
June 2022
Outside Director, the Company (to present)(Significant concurrent positions)Founder and CEO, Network Communications Corp.
Producer, Executive Business Division, Every.LLC
Outside Director, Roland DG Corporation
Deputy Representative Director, General Incorporated Association Risk
Communication Institute of Japan
Outside Director, Retrieva, Inc.

Number of shares of theCompany held:[Reasons for candidacy as Outside Director and overview of expected role]
0 sharesNaoko Okada has a wealth of experience as a corporate manager and an expert

in corporate public relations. The Company has renominated her as a candidate
Years served as Outside for Outside Director as it believes that, by making use of her broad insight, she
Director
will be able to appropriately perform her duties as an Outside Director at the(at the close of theCompany as well.
Meeting):
1 yearAttendance at the Boardof Directors’ meetings:
13/13 (100%)

Notes:
1. There are no special interests between any of the candidates and the Company.
2. Candidates Masayuki Watanabe, Katsuo Nakamura and Naoko Okada are candidates for Outside
Director.
3. Masayuki Watanabe, Katsuo Nakamura and Naoko Okada are Independent Directors as prescribed in
the regulations of the Tokyo Stock Exchange.
4. Iwao Aso is the President of ASO CORPORATION, which is the wholly-owning parent company of
AN Holdings Corp., the Company’s parent company.
5. Number of years since the Outside Director candidates assumed office as Outside Director:
Masayuki Watanabe will have served for 7 years at the close of this Meeting. Katsuo Nakamura will
have served for 6 years at the close of this Meeting. Naoko Okada will have served for 1 year at theclose of this Meeting.
6. Liability limitation agreements with candidates for non-executive Director:
The Company has concluded agreements with Iwao Aso, Masayuki Watanabe, Katsuo Nakamura andNaoko Okada to limit their liability stipulated in Article 423, Paragraph 1 of the Companies Act to theminimum amount stipulated by laws and regulations, provided that they have performed their duties ingood faith and without gross negligence. If the election of four candidates of Iwao Aso, Masayuki
Watanabe, Katsuo Nakamura and Naoko Okada is approved at this Meeting, the Company intends torenew the said agreements.
7. The Company has concluded a directors and officers liability insurance contract with an insurance
13company. The said insurance contract covers damages that may arise in the event that the insured
assumes liability for the execution of his or her duties or is the subject of a claim related to such liability.
All Director candidates will be covered as the insured by the said insurance contract. The Company
intends to renew the said insurance contract with the same contents at the time of the next renewal.

14

(Reference)
Corporate
Sales/
Legal affairs/
Engineering
management construction compliance

Name

Positions and responsibilities

Yasuo Wada

President & Representative
Director○○○

Hiroshi
YamadaVice President & Representative
Director and responsible foroverseas operations andengineering & development

○

○

○

Toshikazu
Kawaguchi

Director, Managing Executive
Officer, General Manager,
Corporate Strategy Division○

Naoto Kami

Director, Managing Executive
Officer, General Manager,
Business Operation Division○

Katsuhiro
YorozuDirector, Managing Executive
Officer, General Manager,
Administration Division○○

Iwao Aso

Director○○

Masayuki
WatanabeOutside Director

KatsuoNakamura

Outside Director○

Naoko Okada

Outside Director

○

IT/DX

Overseas
expertise

Safety and Personnel
qualityand labor
control management

○
○

○
○

Finance/accounting

○
○

○
○
○

○

○
○

○

○
○

○

○

○

Corporate management

Contribution to decisions on corporate strategy, etc. from experience of involvement in important
corporate decision-making

Sales/construction

Contribution to decisions on sales strategy from knowledge of sales and construction

Legal affairs/complianceContribution to management from experience and knowledge of legal affairs and complianceEngineering

Contribution to management from experience and expertise of engineering

IT/DX

Contribution to management from experience and expertise of IT and DX

Finance/accounting

Contribution to management from knowledge and experience of finance, accounting and tax matters

Overseas expertise

Contribution to management from experience and expertise of overseas operations

Safety and quality control
Personnel and labor management

Contribution to management from knowledge and experience of safety, quality control andenvironment
Contribution to management from experience and expertise of human resource development, workstyle reform and environmental improvement

15

Proposal 3:

Election of 1 Substitute Corporate Auditor

To prepare for contingencies where the number of Corporate Auditors falls below the number stipulated inlaws and regulations, the Company proposes the prior election of 1 substitute Corporate Auditor pursuant to
Article 329, Paragraph 3 of the Companies Act. The substitute Corporate Auditor shall take office on
condition that the number of Corporate Auditors falls below the number stipulated in laws and regulations,and the term of office of the said substitute Corporate Auditor shall be the remaining term of his/herpredecessor. The resolution of this proposal shall be effective up to the opening of the next annual
shareholders’ meeting.
The Company has obtained the consent of the Board of Corporate Auditors regarding this proposal.
The candidate for substitute Corporate Auditor is as follows:
Name(Date of birth)

Career summary, significant concurrent positions
and positions at the Company

Number ofshares of theCompany held

October 1991

Joined Showa Ota & Co. (currently Ernst &Young ShinNihon LLC)
April 1997
Registered as a certified public accountant
May 2007Partner, Ernst & Young ShinNihon LLC
July 2010
Partner, Certified Public Tax Accountant’s Co.
Takano Sogo Accounting Firm
July 2013
Senior Partner
May 2015
Outside Director, Freund Corporation
June 2015
Outside Corporate Auditor, NIPPON SHUPPANHANBAI INC. (currently NIPPAN GROUP0
HOLDINGS, INC.) (to present)
June 2017
Outside Corporate Auditor, Shuppan Kyodo
Ryutsu Inc. (to present)
March 2019
Outside Corporate Auditor, Human’s Data Ltd. (topresent)
June 2019
Councilor, The Nakabe Scholarship Foundation(to present)
Tomohiko Manabe
September
2020
Representative Partner, Certified Public Tax(October 3, 1963)
Accountant’s Co. Takano Sogo Accounting Firm
(to present)(Significant concurrent positions)Representative Partner, Certified Public Tax Accountant’s Co. Takano Sogo
Accounting Firm
Outside Corporate Auditor, NIPPAN GROUP HOLDINGS, INC.
Outside Corporate Auditor, Shuppan Kyodo Ryutsu Inc.
Outside Corporate Auditor, Human’s Data Ltd.
Councilor, The Nakabe Scholarship Foundation[Reasons for candidacy as substitute Outside Corporate Auditor]
Tomohiko Manabe has expertise and experience in corporate accounting gained
through working as a certified public accountant. The Company has nominated him
as a candidate for substitute Outside Corporate Auditor as it believes that, by
making use of his broad insight, he will be able to appropriately perform his duties
as an Outside Corporate Auditor at the Company as well.
Notes:
1. There are no special interests between the candidate Tomohiko Manabe and the Company.

16

2.

Details about the candidate for substitute Corporate Auditor are as follows:
1) Candidate Tomohiko Manabe is a candidate for substitute Outside Corporate Auditor.
2) If the election of Tomohiko Manabe is approved at this Meeting and he takes office as Outside
Corporate Auditor, the Company intends to designate him as an independent auditor and report him
accordingly to the Tokyo Stock Exchange.
3) Liability limitation agreements with Corporate Auditors
The Company stipulates in its Articles of Incorporation that it can conclude an agreement with its
Corporate Auditors to limit their liability for damages to the Company within the limits of laws andregulations so that Corporate Auditors can fully perform their expected roles. Accordingly, if theelection of Tomohiko Manabe is approved and he takes office as Outside Corporate Auditor, theCompany intends to conclude a liability limitation agreement with him to limit his liability
stipulated in Article 423, Paragraph 1 of the Companies Act to the minimum amount stipulated bylaws and regulations, provided he performed his duties in good faith and without gross negligence.
4) The Company has concluded a directors and officers liability insurance contract with an insurancecompany. The said insurance contract covers damages that may arise in the event that the insured
assumes liability for the execution of his or her duties or is the subject of a claim related to suchliability. If the election of Tomohiko Manabe is approved and he takes office as Outside Corporate
Auditor, he will be covered as the insured by the said insurance contract.

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Proposal 4:

Determination of the Compensation for Granting Restricted Shares to Directors(Excluding Outside Directors)

At the 56th Annual Shareholders’ Meeting held on June 27, 2003, it was approved that the total annualcompensation for Directors of the Company shall be 300 million yen or less per annum (excluding the amountequivalent to the employee salaries payable to Directors concurrently serving as employees).
As part of the revisions to the officer compensation programs, the Company proposes that it should newly
provide its Directors (excluding Outside Directors; hereinafter referred to as “Eligible Directors”) withcompensation for granting restricted shares separately from the compensation amount mentioned above forthe purpose of giving them an incentive to strive for continuous enhancement of the corporate value of theCompany and facilitating further sharing of value with its shareholders.
Based on this proposal, the compensation to be paid to the Eligible Directors for granting restricted sharesshall be monetary claims, and the total amount thereof shall be 50 million yen or less per annum (excluding
the amount equivalent to the employee salaries payable to Directors concurrently serving as employees). The
Board of Directors shall determine the specific payment timing and allocation to each Eligible Director.
The Company currently has 9 Directors (including 3 Outside Directors). If Proposal 2: Election of 9
Directors is approved as originally proposed, the Company will continue to have 9 Directors (including 3
Outside Directors).
In addition, the Eligible Directors shall, pursuant to a resolution of the Board of Directors of the Company,
pay in all of the monetary claims paid to them based on this proposal as properties contributed in kind andreceive common shares of the Company which shall be issued or disposed of. The total number of thecommon shares of the Company to be issued or disposed of in this program shall be 100,000 shares or lessper annum (However, if a share split (including a gratis allotment) or a reverse share split of common sharesof the Company is carried out, or another circumstance arises in which the total number of common sharesof the Company to be issued or disposed of as restricted shares are required to be adjusted on or after the dateof approval of this proposal, the total number shall be adjusted within a reasonable range.).
The amount to be paid in per share shall be determined by the Board of Directors based on the closing
price of the common shares of the Company on the Tokyo Stock Exchange on the business day before thedate of each resolution of the Board of Directors (if no trade took place on that day, the closing price on thelast day prior to that day on which a trade took place) within a range of amount that will not be particularly
favorable to the Eligible Directors who will receive the common shares. In addition, the issuance or disposalof common shares of the Company and the payment of monetary claims as properties contributed in kind in
this program are subject to the conclusion of a restricted share allotment agreement (hereinafter referred toas the “Allotment Agreement”) between the Company and the Eligible Directors which shall include thecontent presented later in this proposal. The maximum amount of compensation, the total number of commonshares of the Company to be issued or disposed of and other conditions for granting restricted shares to
Eligible Directors based on this proposal have been determined taking into account the objectives statedabove, the business conditions of the Company, the policies on the determination of the details of theindividual compensation, etc. to Directors of the Company (if this proposal is approved, the policies will bechanged to the content you will find in the “Reference” section presented later so that they will be consistent
with the approved content) and other various circumstances. The Company therefore considers them asreasonable.
In addition, if the proposal regarding this program is approved as originally proposed at the Meeting, theCompany intends to introduce a similar restricted share compensation program for commissioned titled
Operating Officers who do not concurrently serve as Directors of the Company.
[Outline of the content of the Allotment Agreement](1) Transfer restriction period
An Eligible Director shall not transfer, put up as collateral, or otherwise dispose of the common shares of theCompany (hereinafter referred to as the “Transfer Restriction”) allotted under the Allotment Agreement(hereinafter referred to as the “Allotted Shares”) during the period between the date of the allotment underthe Allotment Agreement and the point in time immediately after he or she retired from an officer or employee
position in the Company or its subsidiary predetermined by the Board of Directors of the Company or18resigned from the Company (hereinafter referred to as the “Transfer Restriction Period”). However, if thepoint in time immediately after the retirement or resignation is earlier than the day three months pass after
the end of the fiscal year to which the date of the allotment of the Allotted Shares belongs, the Company may
adjust the timing of the end of the Transfer Restriction Period within a reasonable range.
(2) Treatment upon retirement or resignation
If an Eligible Director retires from an officer or employee position in the Company or its subsidiarypredetermined by the Board of Directors of the Company or resigns from the Company before the period oftime predetermined by the Board of Directors (hereinafter referred to as the “Period of Service”) expires, theCompany shall acquire the Allotted Shares rightfully and without consideration, unless there is a legitimate
reason for the retirement or resignation, such as the expiration of his or her term of office and his or her death.
(3) Cancellation of the Transfer Restriction
The Company shall cancel the Transfer Restriction on all of the Allotted Shares at the expiration of theTransfer Restriction Period, provided that the Eligible Director continuously served at an officer or employee
position in the Company or its subsidiary predetermined by the Board of Directors of the Company during
the Period of Service. However, (1) if the Eligible Director retires from an officer or employee position in
the Company or its subsidiary predetermined by the Board of Directors of the Company or resigns from theCompany for a legitimate reason before the Period of Service expires, or (2) if the Eligible Director retires
from an officer or employee position in the Company or its subsidiary predetermined by the Board of
Directors of the Company or resigns from the Company for a reason other than a legitimate one after the
Period of Service expires but before the Transfer Restriction Period expires, the Company shall adjust the
number of Allotted Shares on which the Transfer Restriction is to be cancelled and the timing for the Transfer
Restriction to be cancelled as necessary and in a reasonable manner. The Company shall acquire the Allotted
Shares rightfully and without consideration on which Transfer Restriction has not yet been cancelled at the
point in time immediately after the Transfer Restriction was cancelled pursuant to the provisions presented
above.
(4) Treatment on organizational restructuring, etc.
Notwithstanding the provisions of (1) above, if an agreement of merger in which the Company will becomea disappearing company, an agreement of share exchange or a plan for share transfer through which theCompany will become a wholly-owned subsidiary or a matter concerning other organizational restructuring,etc. is approved at a Shareholders’ Meeting of the Company (or a Board of Directors’ meeting of the Company
if an approval at a Shareholders’ Meeting of the Company is not required for the organizational restructuring,etc.) during the Transfer Restriction Period, the Transfer Restriction shall be cancelled by a resolution at a
Board of Directors’ meeting of the Company prior to the effective date of the organizational restructuring,etc. on the number of Allotted Shares reasonably determined in light of the period from the start date of theTransfer Restriction Period to the approval date of the organizational restructuring, etc. In the case presented
above, the Company shall acquire the Allotted Shares rightfully and without consideration on which Transfer
Restriction has not yet been cancelled at the point in time immediately after the Transfer Restriction wascancelled.
(5) Others
Any other matters concerning the Allotment Agreement shall be determined at a Board of Directors’ meetingof the Company.
If this proposal is approved as originally proposed, matters regarding the policies on the determination of thedetails of the individual compensation, etc. to Directors of the Company, which are presented in the Business
Report, will be changed to the content presented in [Reference] below.
In addition, the policies on the determination have been determined by a resolution of the Board of
Directors after the Board received a recommendation from the Nomination and Compensation Committee,
whose primary members are Independent Outside Officers (it is chaired by an Independent Outside Director
and majority of its members are Independent Officers), which had been consulted by the Board anddeliberated on the policies.
[Reference]
The policies after the change
The basic policies for compensation for Directors are made so that it will contribute to the sustainable
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enhancement of the Group’s corporate performance and shareholder value. To this end, the Group offers
compensation levels and compensation system that are commensurate with the duties of Directors,
comparable to those of other companies in the same industry and of the same size in Japan and adequate forsecuring and retaining excellent human resources.
The amount of compensation for officers of the Company shall be determined for each position. The
compensation shall consist of fixed compensation (basic compensation) and performance-linked
compensation (bonuses) as monetary compensation, and share compensation as non-monetary compensation.
The amount of compensation for non-executive Directors shall be based on individual agreements, andonly fixed compensation shall be paid as performance-linked compensation and share compensation are notappropriate.
The amount of fixed compensation, which is part of the compensation for individual Directors, shall be
determined by position depending on responsibilities and roles and paid monthly.
As for performance-linked compensation, which is part of the compensation for individual Directors, theCompany shall formulate regulations that stipulate matters, including calculation standards, and payment
shall be made every July, taking into consideration progress assessment of the historical amount ofconsolidated operating profit, which the Company believes is the most important indicator, its publishedamount for the relevant fiscal year, and its historical average for the past three years, as well as individual
performance evaluation by department.
Regarding non-monetary compensation, which is part of the compensation for individual Directors, shareswith restriction on transfer shall be allotted. The number of shares to be allotted shall be determined by aresolution of the Board of Directors based on the standard amount depending on positions and responsibilities,
and allotment shall be made on the date determined by the resolution of the Board of Directors.
The amount of compensation shall be determined so that the ratio of fixed compensation, performancelinked compensation, and non-monetary compensation will be approximately 70%, 20% and 10% whencalculated based on the maximum amount of performance-based compensation.
The details of the individual compensation to Directors shall be determined by a resolution of the Boardof Directors after the Board received a recommendation from the Nomination and Compensation Committee,
which had been consulted by the Board and deliberated on them.

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