Note: This document has been translated from a part of the original in Japanese for reference purposes only. In the event of any
discrepancy between this translated document and the original in Japanese, the original shall prevail.

Securities code: 3946
June 6, 2022
To our shareholders:
Mitsuo Nakahashi
President & Chief Operating Officer
Tomoku Co., Ltd.
2-2-2 Marunouchi, Chiyoda-ku, TokyoNOTICE OF THE 83RD ANNUAL GENERAL MEETING OF SHAREHOLDERS
Tomoku Co., Ltd. (the “Company”) hereby announces that the 83rd Annual General Meeting of Shareholders will beheld as described below.
The Company has decided to have greater spacing than usual between seats at this year’s shareholders meeting aspart of its efforts to prevent the spread of COVID-19. As a result, there may not be enough seats for all shareholders
to attend. The Company asks for your understanding in advance and apologizes in the event there are not enoughseats.
From the standpoint of preventing the spread of COVID-19, we ask that shareholders exercise their voting
rights for this Annual General Meeting of Shareholders in advance in writing or online to every extent possible,
and refrain from attending the meeting in person.
You are kindly requested to exercise your voting rights by no later than Wednesday, 6:00 p.m. June 22, 2022
(Japan Standard Time).
1 Date and Time: Thursday, June 23, 2022 at 10:00 a.m. (Japan Standard Time)
2 Venue:
Marunouchi Mitsui Building 4F, Company’s Conference Room
2-2-2 Marunouchi, Chiyoda-ku, Tokyo
3 Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 83rd fiscal year (from April 1, 2021 toMarch 31, 2022), as well as the results of audit of the Consolidated Financial Statements by the Financial
Auditor and the Audit & Supervisory Board
2. Non-Consolidated Financial Statements for the 83rd fiscal year (from April 1, 2021 to March 31, 2022)
Items to be resolved:
Proposal 1: Appropriation of Surplus
Proposal 2: Partial Amendment to the Articles of Incorporation
Proposal 3: Election of Nine Directors
Proposal 4: Election of One Audit & Supervisory Board Member
Proposal 5: Election of One Substitute Audit & Supervisory Board Member
Proposal 6: Determination of Remuneration for Directors (Excluding External Directors) by Allotment of
Restricted Shares
Of the documents that should be attached to this Notice, the following items are posted on the Company’s
website according to the laws and regulations and Article 13 of the Company’s Articles of Incorporation.
(1) Notes to the Consolidated Financial Statements (2) Notes to the Non-Consolidated Financial Statements
These items are included in the Consolidated Financial Statements, and Non-Consolidated Financial
Statements audited by the Financial Auditor or the Audit & Supervisory Board Members in preparing their
Audit Reports.
If any amendments are made to the Reference Documents for General Meeting of Shareholders, the Business
Report, Consolidated Financial Statements, and/or Non-Consolidated Financial Statements, such amendments
will be posted on the Company website.
The Company’s website: https://www.tomoku.co.jp/-1-Reference Documents for the General Meeting of Shareholders
Proposal 1:

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows:
Year-end dividends
Regarding year-end dividends for the 83rd fiscal year, after giving comprehensive consideration to factors such as
the Company’s business results, profit levels, financial conditions, the required internal reserves for future businessdevelopment, and the dividend payout ratio, we would like to offer the following year-end dividends.
Furthermore, the Company will allocate funds from internal reserves for investment, etc. to maximize the Company’s
future corporate value.
Type of dividend property
Cash
Allotment of dividend property and their aggregate amount27 yen per common share of the Company
Total payment: 443,310,759 yen
Effective date of dividends of surplus
June 24, 2022-2-

Proposal 2:

Partial Amendment to the Articles of Incorporation

The Company proposes to amend part of the current Articles of Incorporation as follows.
1. Reasons for the Amendments(1) The Company proposes making some additions to the business purposes in Article 2 for further
clarification in preparation for the Company working together with our group companies to expand
business and to diversify our business areas in the future.
(2) The Company proposes to revise our executive officer system and to organize the functions of Directors
and Executive Officers. We propose to change to a structure in which Executive Officers are responsible
for business execution functions with the aim of speeding up and streamlining management decisionmaking and business execution. In line with this, the Company proposes to make a change to grant
Executive Officers with the positions of President, Senior Managing Director and Managing Director thathave been granted to Directors in Article 21 (Representative Directors and Executive Directors) of thecurrent Articles of Incorporation up to now. At the same time, the Company proposes to change the number
of Directors in Article 18 (Number of Directors) of the current Articles of Incorporation from a maximumof 14 to a maximum of 12. We also propose to shorten the term of office of Directors in Article 20 (Term of
Office) of the current Articles of Incorporation from two years to one year to increase opportunities to earntrust from shareholders. Against this background, we will look to increase the number of external Directors
to increase the transparency of the Board of Directors and to strengthen fair and prompt decision making
and supervisory functions.
The Company proposes to change the convener and chair of General Meetings of Shareholders in Article 11(Convocation and Article) and 12 (Chair) of the current Articles of Incorporation from the President to a
Representative Director. The Company proposes that the convener and chair of meetings of the Board of
Directors shall be the Director determined in advance by the Board of Directors in Article 22 (Convener andChair of Meetings of the Board of Directors) of the current Articles of Incorporation instead of automatically
being the President as it is in Article 23 (Convocation of Meetings of the Board of Directors). The purposeof this is to ensure the flexibility of the management of the Board of Directors and to enable transparent andfair management.
The Company now proposes to newly establish Article 23 (Resolutions by the Board of Directors) tointroduce resolutions based on Article 370 of the Companies Act (deemed resolutions). The aim of this is toclarify the method by which the Board of Directors makes resolutions and to further improve efficiency inthe operation of the Board of Directors such as by allowing it to hold meetings under diverse environmentsthat include remote meetings on the impetus of the spread of COVID-19 in recent years. Moreover, theCompany proposes to newly establish Article 33 (Resolutions by the Audit & Supervisory Board) to clarify
the method by which the Audit & Supervisory Board makes resolutions.
(3) Introduction of measures for providing reference documents for the general meeting of shareholders, etc. inelectronic format:
The Company proposes amending our Articles of Incorporation as needed to prepare for the introduction ofa system for providing general shareholder meeting materials in the electronic format in line with theenforcement on September 1, 2022 of the amended provisions in the proviso of Article 1 of the
Supplementary Provisions to the Act Partially Amending the Companies Act (Act No. 70 of 2019).
(i) Article 12 (Measures to Provide Information in Electronic Format), Paragraph 1 of the proposed
amendment stipulates that information contained within the reference documents and other documents
for general meetings of shareholders shall be provided by electronic means.
(ii) Article 12 (Measures to Provide Information in Electronic Format), Paragraph 2 of the proposed
amendment establishes the scope of documents to be delivered to shareholders who have requested
hardcopies of documents.
(iii) Upon the introduction of the system for providing general shareholder meeting materials, etc. inelectronic format, Article 13 (Disclosure on Internet and Deemed Provision of Reference Documents
for General Meetings of Shareholders and Related Documents) in the current Articles of Incorporation
will not be needed. Therefore, the Company proposes deleting those provisions.
-3-

(iv) Accompanying the aforementioned establishment and deletion of provisions, supplementary provisions
regarding the effective date, etc. will be established. The Company proposes deleting these
supplementary provisions after the deadline has elapsed.
(4) The Company proposes to establish a new planned Article 42 (Dividends of Surplus, Etc.) and Article 43(Record Date for Dividends) to enable the payment of dividends of surplus, etc. with a resolution by the
Board of Directors based on the provisions in Article 459, Paragraph 1 of the Companies Act. The purposeof this is to enable the Company to flexibly implement capital and dividend policies. Together with this, theCompany proposes to delete Article 6 (Acquisition of Treasury Stock), Article 41 (End-of-year Dividends)
and Article 42 (Interim Dividends) of the current Articles of Incorporation whose contents will be
duplicated by that.
(5) Other
The Company proposes to amend the article numbers and wording and to make the changes necessary due
to the above changes.
2. Details of the Amendments to the Articles of Incorporation
Details of the changes are as follows.
(Revised texts are underlined.)
Current Articles of Incorporation

Planned Amendments

Article 1: (Omitted)

Article 1: (No change)

Article 2: Purpose

Article 2: Purpose

The purpose of the Company shall be to engage in the

The purpose of the Company shall be to engage in thefollowing businesses.

following businesses.

1.-7.

1.-7.

8.

(Omitted)
Business relating to the design and construction ofarchitecture, civil engineering projects and landscape8.

gardens, and the supervision and contracting of that9.

(No change)
Business relating to the design and construction ofarchitecture, renovation projects, civil engineering
projects and landscape gardens, and the supervisionand contracting of that

(Omitted)

9.

10. Business relating to entertainment, sports andtourism, etc., and business relating to other services(No change)

10. Business relating to entertainment, sports,
accommodation and tourism, etc., and business
relating to other services(Newly established)

11. Damage insurance agency operations and insurance
agency operations based on the Automobile Accident
Compensation Security Act(Newly established)

12. Operations relating to the solicitation of life
insurance(Newly established)

13. General leasing business and old articles sales
business(Newly established)

14. General waste and industrial waste collection,transportation and treatment business(Newly established)

15. Truck transportation business and warehousingbusiness

11. All business relating to the preceding items, and joint
management and investment with others in relation

16. All business relating to the preceding items, and joint
management and investment with others in relation

to those, etc.
Articles 3 to 5:(Omitted)

to those, etc.
Articles 3 to 5:

Article 6: Acquisition of Treasury Stock(No change)
DeletedThe Company may acquire treasury stock through tradingon the market with a resolution by the Board of Directors.
Articles 7 to 10:(Omitted)

Articles 6 to 9: (No change to the current Articles 7 to 10)-4-Current Articles of Incorporation

Planned Amendments

Article 11: Convocation

Article 10: Convocation

The Company’s Annual General Meetings of Shareholders

The Company’s Annual General Meetings of Shareholders

shall be convened by the President with a resolution by the
Board of Directors within three months from the day

shall be convened by a Representative Director within threemonths from the day following the final day of each fiscal

following the final day of each fiscal year or in the event
necessary for Extraordinary General Meetings ofyear or in the event necessary for Extraordinary General
Meetings of Shareholders. If multiple Representative

Shareholders.
If the President is involved in an incident, another Director

Directors have been elected, the order determined with aresolution by the Board of Directors in advance shall beshall convene the General Meeting of Shareholders in theorder determined with a resolution by the Board offollowed.
If the Representative Director is involved in an incident,

Directors in advance.

another Director shall convene the General Meeting of
Shareholders in the order determined with a resolution by
the Board of Directors in advance.

Article 12: Chair

Article 11: Chair

The President shall serve as the chair of General Meetings

The convener in the preceding article shall serve as theof Shareholders.
If the President is involved in an incident, another Director

chair of General Meetings of Shareholders.

shall serve as the chair in the order determined with aresolution by the Board of Directors in advance.
Article 13: Disclosure on Internet and Deemed Provision ofDeletedReference Documents for General Meetings ofShareholders and Related Documents
As for the convocation notice of the general meeting ofshareholders, the Company is considered to have provided
the information to be stated or indicated in the reference
documents for the general meeting of shareholders,business reports, financial statements and consolidated
financial statements to the shareholders by disclosing suchinformation via the internet in accordance with theOrdinance of the Ministry of Justice.
(Newly established)

Article 12: Measures to Provide Information in Electronic
Format1. The Company shall electronically provide information
contained in reference documents and other documents
for the general meeting of shareholders in convening thegeneral meeting of shareholders.
2. Among information to be provided electronically, theCompany may, but shall not be required to exclude, inwhole or in part, any or all of the information set forth
by the Ordinance of the Ministry of Justice in the
documents to be delivered to shareholders who haverequested delivery of hardcopies of documents by therecord date for voting rights.

Articles 14 to 17: (Omitted)

Articles 13 to 16: (No change to the current Articles 14 to
17)

Article 18: Number of Directors

Article 17: Number of Directors

The number of Directors of the Company shall be 14 or

The number of Directors of the Company shall be 12 or

less.

less.

Article 19: (Omitted)

Article 18: (No change to the current Article 19)-5-Current Articles of Incorporation

Planned Amendments

Article 20: Term of Office

Article 19: Term of Office

The term of office of Directors shall run until the

The term of office of Directors shall run until theconclusion of the last Annual General Meeting of
Shareholders in the fiscal year ending within two years

conclusion of the last Annual General Meeting of
Shareholders in the fiscal year ending within one year after

after election.

election.

Article 21: Representative Directors and Executive Directors Article 20: Representative Directors
1. The Company shall select Representative Directors with

1. The Company shall select Representative Directors witha resolution by the Board of Directors.

a resolution by the Board of Directors.

2. Representative Directors shall represent the Company
and execute the business of the Company.

2. Representative Directors shall represent the Company
and execute the business of the Company.

3. The Board of Directors may select a President and3. The Board of Directors shall select a President &several other Executive Directors as necessary with aresolution.

Executive Officer who also serves as a Representative
Director with a resolution.

Article 22: (Omitted)

Article 21: (No change to the current Article 22)

Article 23: Convocation of Meetings of the Board of
Directors

Article 22: Convener and Chair of Meetings of the Board of
Directors

1. The President shall convene and serve as the chair of

1. The Director determined with a resolution by the Board

meetings of the Board of Directors except in the event
otherwise stipulated by laws and ordinances. If theof Directors in advance shall convene and serve as thechair of meetings of the Board of Directors except in the

President is involved in an incident, another Director
shall convene and serve as the chair of meetings of theevent otherwise stipulated by laws and ordinances. If
that Director is involved in an incident, another Director

Board of Directors in the order determined by the Boardof Directors in advance.

shall convene and serve as the chair of meetings of theBoard of Directors in the order determined by the Boardof Directors in advance.

2. (Omitted)

2. (No change to the current Article 23 (2))(Newly established)

Article 23: Resolutions by the Board of Directors
1. Resolutions by the Board of Directors shall be made witha majority of the Directors who can participate in the
resolution in attendance and a majority of those thenvoting for it.
2. Notwithstanding the provisions in the preceding
paragraph, the Company shall deem there has been aresolution by the Board of Directors for matters that are
the purpose of resolutions by the Board of Directors when
the requirements in Article 370 of the Companies Act
have been satisfied.

Articles 24 to 32: (Omitted)(Newly established)

Articles 24 to 32: (No change)
Article 33: Resolutions by the Audit & Supervisory Board
Resolutions by the Audit & Supervisory Board shall be madewith a majority of the Audit & Supervisory Board members
except in the event otherwise stipulated by laws andordinances.

Articles 33 to 38: (Omitted)

Articles 34 to 39: (No change to the current Articles 33 to38)

Article 39: Election of Executive Officers

Article 40: Election of Executive Officers

1.

The Company may elect the necessary Executive
Officers and entrust them to execute the business of

1.

the Company with a resolution by the Board of
Directors.

The Company may elect the necessary Executive
Officers and entrust them to execute the business of
the Company with a resolution by the Board of
Directors.

-6-

Current Articles of Incorporation
2.

Planned Amendments

The Executive Officer Rules stipulated by the Board

2.

of Directors shall apply in relation to Executive
Officers.

The Executive Officer Rules stipulated by the Boardof Directors shall apply for matters relating to
Executive Officers.

Article 40: (Omitted)

Article 41: (No change to the current Article 40)

Article 41: End-of-year Dividends

DeletedThe Company shall pay a dividend of surplus in cash toshareholders and registered share pledgees recorded orregistered in the shareholder registry at the end of eachfiscal year according to a resolution by the General
Meeting of Shareholders (hereinafter End-of-year
Dividend).
Article 42: Interim Dividends

DeletedThe Company shall pay a dividend of surplus stipulated in
Article 454, Paragraph 5 of the Companies Act toshareholders and registered share pledgees recorded orregistered in the shareholder registry at the end of
September 30 every year according to a resolution by the
Board of Directors (hereinafter “Interim Dividend”).
(Newly established)

Article 42: Dividends of Surplus, Etc.
The Company may determine the matters listed in each
item of Article 459, Paragraph 1 of the Companies Act
according to a resolution by the Board of Directors withouta resolution at a General Meeting of Shareholders.

(Newly established)

Article 43: Record Date for Dividends
The Company may pay a dividend of surplus in cash
(hereinafter Dividend) to shareholders and registered sharepledgees recorded or registered in the shareholder registryat the end of March 31 and September 30 each year.

Article 43: Statute of Limitations for End-of-year Dividends, Article 44: Statute of Limitations for Dividends
Etc.
1.

2.

If End-of-year Dividends and Interim Dividends are

1.

If Dividends are not received after three full years

not accepted after three full years have passed fromthe day on which their payment starts, the Company

have passed from the day on which payment starts,
the Company shall be exempted from the obligation

shall be exempted from the obligation to pay them.

to pay them.

No interest shall be paid on unpaid End-of-year

2.

Dividends and Interim Dividends.

-7-

No interest shall be paid on unpaid Dividends.

Current Articles of Incorporation(Newly established)

Planned Amendments
Supplementary Provisions(Measures to Provide Information in Electronic Format)
1.

The deletion of Article 13: Documents for the
General Meeting of Shareholders and Other
Information to Be Deemed Provided with Internet
Disclosure in the Articles of Incorporation and theestablishment of Article 12: Measures to Provide
Electronically Provide Information in the Articles ofIncorporation shall take effect from September 1,
2022 that shall serve as the date of the enforcement(hereinafter the “Enforcement Date”) of the amended
provisions stipulated in the Article 1 proviso of the
supplementary provisions to the Act Partially
Amending the Companies Act (Act No. 70 of 2019).

2.

Notwithstanding the provisions in the preceding
paragraph, the current Article 15 in the Articles ofIncorporation shall have effect for a General Meetingof Shareholders held within six months of the
Enforcement Date.

3.

These Supplementary Provisions shall be deleted on
the date when six months have elapsed from the Dateof Enforcement or three months have elapsed fromthe date of the General Shareholders’ Meeting in thepreceding paragraph, whichever is later.

-8-

Proposal 3:

Election of Nine Directors

At the conclusion of this meeting, the terms of office of the thirteen Directors, Hideo Saito, Mitsuo Nakahashi,
Mitsugu Uchino, Shoji Hirose, Yoshiyuki Kurihara, Takashi Arai, Takeshi Ariga, Tomozumi Miyasaka, Terutaka
Fukazawa, Yoshito Yamaguchi, Hidetoshi Murai, Toshihiko Nagayasu and Mito Shimonaka will expire. Therefore,
the Company proposes the election of nine Directors.
The candidates for Director are as follows:
Candidate
No.

Name

Current position

1

Mitsuo Nakahashi

President & Chief
Operating Officer

2

Shoji Hirose

Managing Director

General Manager of Sales Div.
General Director of Tomoku Vietnam Co., Ltd.

Reelection

Reelection

Reelection

Responsibility in the Company, and significant
concurrent positions

Attributes
Reelection

3

Yoshiyuki Kurihara

Managing Director

General Manager of Administration Div.
General Manager of Logistics & Procurement
Dept. and General Manager of Housing Material
Dept.

4

Terutaka Fukazawa

Director

Deputy General Manager of the Sales Div.,Manager of Tokyo Sales Dept. and General
Manager of Sales Development Dept.

5

Yoshito Yamaguchi

Director

General Manager of Accounting Dept.

Reelection

6

Hidetoshi Murai

Director

President of Sweden House Co., Ltd.

Reelection

Chairman of NTS Holdings Company, Limited

Reelection
External
Independent

Representative Director and President of
Heibonsha Ltd.

Reelection
External
Independent

Executive Advisor to Imperial Hotel, Ltd.

New election
External
Independent

7

Toshihiko Nagayasu External Director

8

Mito Shimonaka

9

Tetsuya Kobayashi

External Director

New election Director candidate up for new election
Reelection
Director candidate up for reelection
External
Independent

External Director candidate
Independent Officer as provided for by the Tokyo Stock Exchange’s regulations-9-

Number of the Company’s
Attendance at Board of
shares owned
Directors meetings
22,800 shares
12/12
Career summary, and position and responsibility in the Company (Significant
concurrent positions)Apr. 1975
Joined the Company
Apr. 2000
General Manager of Sendai Works of the Company
Jun. 2008
Executive Officer and General Manager of Minami-Kanto Sales
Reelection
Dept. of the Company
Mitsuo Nakahashi
Jun. 2010
Director, Manager of Tokyo Sales Dept. and General Manager of(May 25, 1952)
Sales Development Dept. of the Company
Jun. 2012Managing Director and General Manager of Sales Div. of the1
Company
Jun. 2018
President & Chief Operating Officer of the Company (current
position)[Reasons for nomination as candidate for Director]
Since joining the Company, Mitsuo Nakahashi has served in the corrugated packaging sales department, and after
beginning to participate in the Company’s management as a Director in 2010, from 2018 as Representative Director, he
has exercised strong leadership and contributed to business expansion. Based on his expert abilities and insight, as well
as abundant experience, we expect he will contribute to increasing the group’s sustainable corporate value and haverenominated him as a candidate for Director.
Number of the Company’s
Attendance at Board of
Candidate
Name
Tenure as Director
shares owned
Directors meetings
No.
(Date of birth)
20 years
30,800 shares
12/12
Career summary, and position and responsibility in the Company (Significant
concurrent positions)Mar. 1975
Joined the Company
Oct. 1997
General Manager of Engineering Dept. of the Company
Jun. 2000
Executive Officer and General Manager of Tatebayashi Works of
the Company
Jun. 2002
Director and General Manager of Tatebayashi Works of theReelection
Company
Shoji Hirose
Jun. 2012Managing Director, General Manager of Production Div. and(January 8, 1957)
General Manager of Engineering Development Dept. of theCompany2
Apr. 2016
Managing Director and General Manager of Production Div. of
the Company
Apr. 2016
General Director of Tomoku Vietnam Co., Ltd. (current position)
Jun. 2018
Managing Director and General Manager of Sales Div. of theCompany (current position)[Reasons for nomination as candidate for Director]
Since joining the Company, Shoji Hirose has served in the corrugated packaging management and production
department, and since being appointed Director in 2002, has made large contributions to improved transactional
conditions and expanding the scope of business as General Manager of Production Div. and since 2018, as General
Manager of the Sales Div. From 2016, he has concurrently served as General Director of an overseas subsidiary, andfrom his abundant experience and results, we deem he is essential to the Company’s management and have renominatedhim as a candidate for Director.
Candidate
No.

Name(Date of birth)

Tenure as Director
12 years- 10 -

Number of the Company’s
Attendance at Board of
shares owned
Directors meetings
31,600 shares
12/12
Career summary, and position and responsibility in the Company (Significant
concurrent positions)Apr. 1974
Joined the Company
Apr. 1995
General Manager of Yamagata Works of the Company
Oct. 1999
General Manager of General Affairs Dept. of the Company
Jun. 2002
Executive Officer and General Manager of General Affairs Dept.
Reelectionof the Company
Yoshiyuki Kurihara
Jun. 2004
Director and General Manager of General Affairs Dept. of the(January 20, 1954)
Company
Apr. 2016
Director and in charge of General Affairs Dept. of the Company
General Manager of Logistics & Procurement Dept. and General
3Manager of Housing Material Dept. of the Company (current
position)
Jun. 2018
Managing Director and General Manager of Administration Div.
of the Company (current position)[Reasons for nomination as candidate for Director]
Since joining the Company, Yoshiyuki Kurihara has served in the corrugated packaging management department, andutilizing his broad knowledge cultivated at Yamagata Works and the General Affairs Dept., since 2016 he has worked
diligently to improve materials purchasing and logistics as General Manager of Logistics & Procurement Dept. andfrom 2018 he has contributed to enhanced corporate value as the General Manager of the Administration Div. We deemthat his experience and knowledge will continue to be essential to the Company’s management and have renominatedhim as a candidate for Director.
Number of the Company’s
Attendance at Board of
Candidate
Name
Tenure as Director
shares owned
Directors meetings
No.
(Date of birth)
2 years
7,200 shares
12/12
Career summary, and position and responsibility in the Company (Significant
concurrent positions)Apr. 1987
Joined the Company
Feb. 2006
General Manager of Sales Dept. II of the Company
Reelection
Jun. 2012
Executive Officer and General Manager of Sales Dept. II of the
Terutaka Fukazawa
Company(February 7, 1964)
Jun. 2017
Executive Officer, Deputy General Manager of Sales Div. of theCompany
Jun. 2020
Director, Deputy General Manager of Sales Div. and Manager of
4Tokyo Sales Dept. & General Manager of Sales Development
Dept. of the Company (current position)[Reasons for nomination as candidate for Director]
Terutaka Fukazawa has abundant experience and knowledge in the corrugated packaging sales department. He is incharge of the product development department and, since he was appointed as Director in 2020, he has managing theTokyo sales department. Through his numerous achievements and experience of accurately understanding the needs ofcustomers and turning these into commercial products, we expect that he will contribute to the development of new
business opportunities, and we deem that he will be essential to increasing the group’s sustainable corporate value andhave renominated him as a candidate for Director.
Candidate
No.

Name(Date of birth)

Tenure as Director
18 years- 11 -

Number of the Company’s
Attendance at Board of
shares owned
Directors meetings
7,900 shares
12/12
Career summary, and position and responsibility in the Company (Significant
concurrent positions)Mar. 1985
Joined Toyo Unyu Sohko Co., LTD. (currently Tohun Co., Ltd.)
Jul. 2001
General Manager of Accounting Dept. of Tohun Service Co., Ltd.
(currently Tohun Co., Ltd.)
Reelection
Jun. 2005
Executive Officer and General Manager of Accounting Dept. ofTohun Service Co., Ltd.
Yoshito Yamaguchi(November 27, 1964)
Aug. 2008
Seconded to the Company as General Manager of Accounting
Dept.
Jun. 2012
Executive Officer and General Manager of Accounting Dept. of5
the Company
Jun. 2020
Director and General Manager of Accounting Dept. of theCompany (current position)[Reasons for nomination as candidate for Director]
Yoshito Yamaguchi has been the General Manager of the accounting department of the Company since 2008, and he hasabundant business experience and a wide range of knowledge related to accounting and finance. With that experienceand knowledge, he has been working to improve the Company’s IR system. He is well versed in the business of thegroup and we deem that his swift and agile business execution that utilizes his experience since being appointed as
Director in 2020 will be essential for further enhancement of the management system of the Company and the groupand have renominated him as a candidate for Director.
Number of the Company’s
Attendance at Board of
Candidate
Name
Tenure as Director
shares owned
Directors meetings
No.
(Date of birth)
12 years
19,100 shares
11/12
Career summary, and position and responsibility in the Company (Significant
concurrent positions)Apr. 1979
Joined the Company
Apr. 1998
General Manager of Shimizu Works of the Company
Jun. 2000
Executive Officer and General Manager of Shimizu Works of theReelection
Company
Hidetoshi Murai
Jun. 2010
Director (current position) and General Manager of Osaka Works(November 17, 1954)of the Company
Apr. 2016
Director and General Manager of Kobe Works of the Company
6Jun. 2018
Director, General Manager of Kobe Works, and responsible for
Kansai Sales Dept. of the Company
Jan. 2020
President of Sweden House Co., Ltd. (current position)[Reasons for nomination as candidate for Director]
Hidetoshi Murai has abundant experience and knowledge mainly in the sales department. After being appointed
Director in 2010, he has exhibited leadership in the optimization of works operations form his broad insight.
Furthermore, since 2020, he has served as President of the Company’s consolidated subsidiary Sweden House Co., Ltd.
We deem that his experience and knowledge will continue to be essential to the Company’s management and haverenominated him as a candidate for Director.
Candidate
No.

Name(Date of birth)

Tenure as Director
2 years- 12 -

Number of the Company’s
Attendance at Board of
shares owned
Directors meetings
9,800 shares
11/12
Career summary, and position and responsibility in the Company (Significant
concurrent positions)Apr. 1981
Joined The Hokkaido Takushoku Bank, Ltd.
Reelection
Nov. 1998
Joined The Chuo Trust & Banking Co., Ltd.
External
IndependentOct. 2002
Joined Nittele Credit Collection Co., Ltd.
Toshihiko Nagayasu
Jun. 2012
President of Nittele Credit Collection Co., Ltd.
(July 18, 1957)
Jan. 2014
President of NTS Holdings Company, Limited
7
Jun. 2016
External Director of the Company (current position)
Jun. 2021
Chairman of NTS Holdings Company, Limited (current position)[Reason for proposing as candidate for external Director and expected roles]
Toshihiko Nagayasu has fully exercised his role as external Director such as by providing valuable advice from theperspective of an independent and objective manager in meetings of the Board of Directors based on his abundant
experience and knowledge in corporate management. We expect that he will contribute to the increase in the
Company’s long-term stable corporate value and have renominated him as candidate for external Director.
Number of the Company’s
Attendance at Board of
Candidate
Name
Tenure as Director
shares owned
Directors meetings
No.
(Date of birth)
2 years
200 shares
12/12
Career summary, and position and responsibility in the Company (Significant
concurrent positions)Apr. 1978
Joined Bunka Gakuen Bunka Publishing Bureau
Reelection
Oct. 1995
Joined Heibonsha Ltd.
External
Independent
Jun. 2003
Chief Editor of Heibonsha Ltd.
Mito ShimonakaJun. 2014
Representative Director and President of Heibonsha Ltd. (current(February 4, 1956)
position)
8Jun. 2020
External Director of the Company (current position)
Jun. 2021
External Director of AGS Corporation (current position)[Reason for proposing as candidate for external Director and expected roles]
Mito Shimonaka has an abundant experience and broad insight as a business owner in the publishing industry. Throughher useful remarks in meetings of the Board of Directors on the Company’s overall management from an objective andneutral standpoint and based on a multifaceted, women’s perspective, we expect that she will contribute to increasing
the group’s sustainable corporate value and to further enhancing the management system of the Company and haverenominated her as a candidate for external Director.
Number of the Company’s
Attendance at Board of
Candidate
Name
Tenure as Director
shares owned
Directors meetings
No.
(Date of birth)– years
0 shares–/–
Career summary, and position and responsibility in the Company (Significant
concurrent positions)Mar. 1969
Joined Imperial Hotel, Ltd.
New election
Jun. 1998
Director of Imperial Hotel, Ltd.
External
Independent
Jun. 2001
Vice-President of Imperial Hotel, Ltd.
Tetsuya Kobayashi
Jun. 2004
President of Imperial Hotel, Ltd.
(June 21, 1945)
Apr. 2013
Chairman of Imperial Hotel, Ltd.
Apr.
2020
Director of Imperial Hotel, Ltd.
9
Jun. 2020
Executive Advisor to Imperial Hotel, Ltd. (current position)[Reason for proposing as candidate for external Director and expected roles]
Tetsuya Kobayashi has global knowledge, a wealth of experience and wide-ranging insights from his successive
positions, such as President and Chairman, at Imperial Hotel, Ltd. Through his useful opinions and identifications on
the Company’s overall management from an objective an neutral standpoint and based on a multifaceted perspective
and perspective from the different industry of the service industry, we expect that he will contribute to deepening andbroadening further enhancements to the management system of the Company and improvements to sustainablecorporate value and have nominated him as a candidate for external Director.
CandidateNo.

Notes:

Name(Date of birth)

Tenure as Director
6 years

1. There is no special interest between the candidates and the Company.
2. Tenure of each candidate refers to the number of years served as of the date of the conclusion of this Annual General
Meeting of Shareholders.

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3. The number listed for Attendance at Board of Directors meetings for each candidate refers to the result during the periodof fiscal 2021 for which that Director’s tenure was current.
4. The Company has submitted notification to the Tokyo Stock Exchange that Toshihiko Nagayasu and Mito Shimonaka
have been appointed as independent officers as provided for by the aforementioned exchange. Furthermore, Tetusya
Kobayashi satisfies the requirements for an independent officer as provided for by the aforementioned exchange. If theirelection as Directors is approved, the Company plans to submit notification to the exchange concerning their appointment
as independent officers.
5. Based on the Company’s Articles of Incorporation, the Company has entered into agreements with Toshihiko Nagayasu
and Mito Shimonaka limiting their liability for damages under Article 427, Paragraph 1 of the Companies Act to the extent
allowed by laws and regulations. If their reelection is approved, the Company plans to renew this agreement with them.
If the election of Tetsuya Kobayashi is approved and adopted, the Company plans to enter into a similar agreement withhim.
6. The Company has entered into a directors and officers liability insurance policy based on Article 430-3, Paragraph 1 of
the Companies Act with an insurance company. This policy will compensate for damages arising due to the Directors of
the Company and other insured persons bearing responsibility in relation to the performance of their duties or receiving aclaim relating to the pursuit of such responsibility. However, there are certain exemption clauses such as when an insured
person commits an act while recognizing it is an act in violation of laws and ordinances. If the candidates are elected andassume office as Directors, they will become insured persons under that insurance policy. In addition, the Company plansto renew this insurance policy under the same conditions at the next renewal.

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(Reference) Composition of the Board of Directors
The following are the fields in which each candidate for Director is expected to contribute.
The main fields among the fields of expertise expected to be contributed by each Director are marked with a ●.
Fields in Which Each Candidate for Director is Especially Expected to Contribute to the Company
Manufacturing
Candidate for Director

Corporate Legal / Risk
Management Management

Finance /Accounting

Sales /
MarketingTechnology
and Quality

ESG

Personnel /Labor Affairs

Control
MitsuoNakahashi

Reelection●

Shoji Hirose Reelection●

Yoshiyuki
Kurihara
Terutaka
Fukazawa

Reelection

Reelection

Hidetoshi
Murai

Reelection

External
Independent

Mito

Reelection
External

Tetsuya
Kobayashi

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Independent
New election
External●●

Independent*The above skills matrix does not represent all the knowledge possessed by each candidate.

- 15 -●●

Reelection

Nagayasu

Shimonaka●

Reelection

YoshitoYamaguchi

Toshihiko●●●Proposal 4:

Election of One Audit & Supervisory Board Member

At the conclusion of this meeting, Audit & Supervisory Board Member Kyu Iida will resign. Therefore, the Company
proposes the election of one substitute Audit & Supervisory Board member.
Furthermore, the consent of the Audit & Supervisory Board has been obtained for this proposal.
In addition, as provided for in the Company’s Articles of Incorporation, if Kayoko Kitade is elected, her term ofoffice will be until the conclusion of the Annual General Meeting of Shareholders planned to be held in June 2024.
The candidate for Audit & Supervisory Board Member is as follows:

Name(Date of birth)
New election
External
Independent
Kayoko Kitade(June 8, 1978)

Attendance at Audit &Tenure as Audit &Number of the Company’s
Supervisory Board
Supervisory Board
shares owned
meetings
Member0 shares–/–– years
Career summary and position in the Company (Significant concurrent positions)Sep. 2007
Registered as attorney-at-law
Sep. 2007
Joined Ginza Law Office (current position)[Reasons for nomination as candidate for external Audit & Supervisory Board Member]
Kayoko Kitade has never in the past been involved in the management of a company. However, she has a wide range of
insights due to her broad experience and expert knowledge as an attorney-at-law. We deem that she will provide
beneficial opinions and identifications to the Company’s management based on an objective and neutral standing and apoint of view unique to women from a multifaceted perspective that will include the further strengthening of theCompany’s corporate governance and legal opinions. As a result, we have nominated her as a candidate for external
Audit & Supervisory Board member.
Notes:

1. There is no special interest between the candidate and the Company.
2. If the election of Kayoko Kitade is approved, based on the Company’s Articles of Incorporation, the Company plans toenter into an agreement with her limiting her liability for damages under Article 427, Paragraph 1 of the Companies Act
to the extent allowed by laws and regulations.
3. Furthermore, Kayoko Kitade satisfies the requirements for an independent officer as provided for by the Tokyo Stock
Exchange. If her appointment as Audit & Supervisory Board member is approved, the Company plans to submit a
notification to the exchange concerning her appointment as an independent officer.
4. The Company has entered into a directors and officers liability insurance policy based on Article 430-3, Paragraph 1 of
the Companies Act with an insurance company. This policy will compensate for damages arising due to the Audit &Supervisory Board members of the Company and other insured persons bearing responsibility in relation to theperformance of their duties or receiving a claim relating to the pursuit of such responsibility. However, there are certain
exemption clauses such as when an insured person commits an act while recognizing it is an act in violation of laws andordinances. If Ms. Kitade is elected as an Audit & Supervisory Board member, she will become an insured person underthat insurance policy. In addition, the Company plans to renew this insurance policy under the same conditions at the next
renewal.

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Proposal 5:

Election of One Substitute Audit & Supervisory Board Member

To be ready to fill a vacant position should the number of Audit & Supervisory Board Members fall below the number
required by laws and regulations, the Company requests approval for the election of Toshiaki Kanazawa as a
substitute Audit & Supervisory Board Member.
The validity of the election can be nullified by resolution of the Board of Directors if the consent of the Audit &Supervisory Board has been obtained; provided, however, that it is only in a time before assuming office as Audit &Supervisory Board Member.
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)

Number of the Company’s shares owned
0 shares
Career summary (Significant concurrent positions)Oct. 1985
Registered as a certified public tax accountant
May 1986
Joined Shinko Audit Corporation
External
June 1999
Established Chiyoda Management Service Ltd.
Independent
Director of Chiyoda Management Service Ltd.
Toshiaki Kanazawa
Director of Toshiaki Kanazawa Certified Public Tax Accountant(November 23, 1955)
Office (current position)
Jul. 2011
Representative Director of Chiyoda Management Service Ltd.
(current position)[Reasons for nomination as candidate for substitute external Audit & Supervisory Board Member]
The reason Toshiaki Kanazawa has been nominated as a candidate for substitute external Audit & Supervisory Board
Member is that he has expert knowledge and practical experience as a certified public tax accountant which we would
like him to reflect in the audits of the Company.
Notes:

1. There is no special interest between the candidate for substitute Audit & Supervisory Board Member and the Company.
2. Toshiaki Kanazawa is a candidate for substitute external Audit & Supervisory Board Member.
3. In the event Mr. Kanazawa assumes the office of Audit & Supervisory Board Member, based on the Company’s Articles
of Incorporation, the Company plans to enter into a limited liability agreement with him to the extent allowed by laws andregulations as provided for in Article 427, paragraph 1 of the Companies Act. In addition, in the event Mr. Kanazawa
assumes the office of Audit & Supervisory Board Member, the Company will include him as an insured in the directors
and officers liability insurance policy as provided for in Article 430-3, paragraph 1 of the Companies Act. The details of
the directors and officers liability insurance policy are described on page 16 of the 83rd Business Report (Japanese only).
4. Mr. Kanazawa satisfies the requirements for an independent officer as provided for by the Tokyo Stock Exchange.
5. The Company has entered into a directors and officers liability insurance policy based on Article 430-3, Paragraph 1 of
the Companies Act with an insurance company. This policy will compensate for damages arising due to the Audit &Supervisory Board members of the Company and other insured persons bearing responsibility in relation to theperformance of their duties or receiving a claim relating to the pursuit of such responsibility. However, there are certain
exemption clauses such as when an insured person commits an act while recognizing it is an act in violation of laws andordinances. If Mr. Kanazawa is elected as an Audit & Supervisory Board member, he will become an insured person underthat insurance policy. In addition, the Company plans to renew this insurance policy under the same conditions at the next
renewal.

- 17 -

Proposal 6:

Determination of Remuneration for Directors (Excluding External Directors) by Allotment of
Restricted Shares

We received approval for the amount of remuneration for Directors of the Company to be 360 million yen or less ayear at the 69th Annual General Meeting of Shareholders held on June 27, 2008. (However, this does not include
employee salaries and bonuses for Directors who also serve as employees.)
The Company now proposes as follows to allot common shares in the Company subject to a certain transfer restriction
period and provisions concerning the grounds for acquisition for no consideration by the Company (hereinafter
Restricted Shares) for Directors (excluding external Directors) of the Company. The aim of this is for Directors(excluding external Directors) of the Company to share the benefits and risks of stock price fluctuations withshareholders and to elevate their desire to contribute to an increase in the stock price and corporate value more thanever before.
Accordingly, the Company proposes to set the total amount of monetary remuneration credits to be paid asremuneration relating to Restricted Shares to 80 million yen a year or less for Directors of the Company (excluding
external Directors) comprehensively taking into account various matters such as the level of contribution of Directors
to the Company. This will be separate to the aforementioned amount of remuneration for Directors. The allotment of
Restricted shares is determined by comprehensively taking into account various matters such as the level ofcontribution by Directors to the Company. We believe that is appropriate. The reason why it is appropriate is because
the dilution rate is insignificant with the maximum number of Restricted Shares to be allotted in each fiscal year as
stipulated in 2 below to be about 0.2% of the total number of outstanding shares (about 2.0% of the total number ofoutstanding shares when the maximum number of Restricted Shares are issued over 10 years.
The Company revised part of the Policy on Determining the Remuneration of Directors in a meeting of the Board of
Directors held on May 17, 2022 on the condition that this proposal is approved at this meeting. We give an overview
of that policy in the (Reference) of this proposal. The allotment of Restricted Shares based on this proposal is in linewith this policy.
The Company currently has thirteen Directors (two of whom are external Directors). If Proposal 3 is approved, there
will be nine Directors (three of whom will be external Directors).

Specific Content and Maximum Number of Restricted Shares for Directors of the Company (Excluding External
Directors)
1. Allotment and Payment of Restricted Shares
In accordance with a resolution by the Company’s Board of Directors, Directors (excluding external Directors)of the Company shall receive monetary remuneration claims within the aforementioned annual amount as
Restricted Share-based remuneration, etc., and each Director will be allotted the Restricted Shares bycontributing all of the monetary remuneration claims in the form of property contributed in kind.
The amount to be paid in for the Restricted Shares shall be based on the closing price of the Company’s commonshares on the Tokyo Stock Exchange on the business day preceding the date of resolution of the Company’s
Board of Directors for the issuance or disposal of such shares (if no trade is made on this day, the closing priceon the most recent day of trading before that), and shall be determined by the Board of Directors to the extent
that the amount will not be particularly advantageous for Directors receiving the Restricted Shares.
Furthermore, the aforementioned monetary remuneration claims shall be provided to Directors (excluding
external Directors) on the condition that they have agreed to the above payment of property contributed in kind,and have concluded a Restricted Shares Allotment Agreement which includes the provisions stipulated in 3.
below.
2. Total Number of Restricted Shares
The maximum number of Restricted Shares to be allotted to the Company’s Directors (excluding external
Directors) in each fiscal year shall be no more than 40,000.
However, after the day that this proposal is resolved, if there is a split of the Company’s common shares(including an allotment without contribution of the Company’s common shares) or a reverse stock split or anothersimilar event which makes it necessary to adjust the total number of Restricted Shares allotted, the total number
of Restricted Shares may be reasonably adjusted.
- 18 -

3. Provisions of the Restricted Shares Allotment Agreement
In accordance with a resolution by the Company’s Board of Directors, the Restricted Shares Allotment
Agreement to be concluded between the Company and Directors receiving the Restricted Shares shall include
the following provisions.
(1) Definitions of Transfer Restrictions
Directors who have received an allotment of Restricted Shares may not transfer, establish a pledge, establish
transfer security interest, make a gift before death, bequeath or otherwise dispose of the Restricted Sharesallotted to the Director (hereinafter the Allotted Shares) to any third party during a period between the dateon which they are granted the Restricted Shares and the date on which they retire from all of their positionsof Director, Executive Officer and Advisor of the Company and the subsidiaries of the Company (hereinafter
the Transfer Restriction Period).
(2) Acquisition of Restricted without Consideration
If a Director who has received an allotment of Restricted Shares retires from all their positions of Director,
Executive Officer and Advisor of the Company and the subsidiaries of the Company between the date on
which the Transfer Restriction Period starts and the day before the day on which the first upcoming Annual
General Meeting of Shareholders of the Company is held, the Company may acquire the Allotted Shares
without consideration except if there are reasons deemed appropriate by the Company’s Board of Directors.
In addition, if there are any Allotted Shares for which the Transfer Restrictions have not been lifted inaccordance with the provisions for the lifting of the Transfer Restrictions as discussed in (3) below at thetime when the Transfer Restriction Period discussed in (1) above has ended, the Company shall automaticallyacquire those Allotted Shares without consideration.
(3) Lifting of the Transfer Restrictions
The Company will lift the Transfer Restrictions on all the Allotted Shares when the Transfer Restriction
Period ends on condition that the Directors who have received an allotment of Restricted Shares continue tohold their positions as Director, Executive Officer or Advisor of the Company or the subsidiaries of theCompany between the date on which the Transfer Restriction Period starts and the date on which the firstupcoming Annual General Meeting of Shareholders of the Company is held.
However, if a Director resigns from all their positions of Director, Executive Officer and Advisor of theCompany and the subsidiaries of the Company between the date on which the Transfer Restriction Period
starts and the day before the day on which the first upcoming Annual General Meeting of Shareholders of
the Company is held due to reasons deemed appropriate by the Company’s Board of Directors, the Company
will reasonably adjust as necessary the number of the Allotted Shares for which the Transfer Restrictions areto be lifted and the timing at which the Transfer Restrictions are to be lifted.
(4) Treatment in the Case of the Company’s Reorganization, Etc.
If, during the Transfer Restriction Period, proposals relating to a merger agreement in which the Company is
the merged company, a share exchange agreement or share transfer plan in which the Company becomes awholly owned subsidiary or other reorganization, etc. are approved at the Company’s General Meeting of
Shareholders (or at a meeting of the Company’s Board of Directors where approval at the Company’s General
Meeting of Shareholders is not required for the reorganization, etc.,) and if a Director who has received anallotment of the Restricted Shares will retire from all their positions of Director, Executive Officer or Advisorof the Company and the subsidiaries of the Company due to the reorganization, etc., the Company shall lift
the Transfer Restrictions on the Allotted Shares with the number of shares to be reasonably determined inconsideration of the period from the beginning of the Transfer Restriction Period to the date of approval of
the reorganization, etc. prior to the effective date of such reorganization, etc. by resolution of the Company’s
Board of Directors.
In this case, the Company will acquire as a matter of course the Allotted Shares for which the Transfer
Restrictions have not been lifted for no consideration directly after the Transfer Restrictions are lifted basedon the above provisions (at the time prior to the effective date of the reorganization, etc. reasonably stipulatedby the Company’s Board of Directors if the Transfer Restrictions are not lifted based on the above provisions).

- 19 -

(Reference) Overview of the Officer Remuneration System
We plan to change as follows the Policy on Determining the Remuneration of Officers of the Company on condition
that Proposal 6 is approved at this meeting. (We plan to revise this policy on June 23, 2022.)
The Basic Policy on the Remuneration of Directors is comprised of monetary fixed remuneration and officers’
bonuses and non-monetary stock remuneration as performance-linked remuneration paid according to theperformance in a single fiscal year to function as a sound incentive for sustainable growth. This remuneration is paid
at an appropriate level according to the positions and roles of each Director and the Company’s performance.
In regards to the calculation method and determination procedures of the fixed remuneration for Directors,
remuneration is calculated using the guidelines that determine the standards according to the positions and roles of
the Directors. The Board of Directors will pass a resolution based on the report of the Remuneration Advisory
Committee chaired by an external Director to ensure objectivity and transparency relating to the determination of
remuneration. We will change to a method to also adjust the amount of remuneration in regards to officer’s bonuses
for Directors according to the degree of achieving the SDGs as a specific ESG issue. This will be a non-financial
indicator that strengthens the Group’s efforts with a long-term perspective in addition to financial indicators. The
Board of Directors will determine the method of calculating that and its results in consultation with the Remuneration
Advisory Committee.
Moreover, we are working to enhance our business execution structure and to strengthen the supervisory functionsof the Board of Directors. Against that background, the purpose of the stock remuneration is for Directors to share
the benefits and risks of stock price fluctuations in the mid- to long-term with shareholders and to elevate their desire
to contribute to an increase in the stock price and corporate value more than ever before. Under that aim, we havedecided to allot Restricted Shares within the allotment limit determined in advance according to positions and roles
as non-monetary stock remuneration for Directors excluding external Directors. The Board of Directors will
determine the number of shares to be allotted to each individual in consultation with the Remuneration Advisory
Committee. In principle, the Company will lift the Transfer Restrictions on allotted Restricted Shares with aresolution by the Board of Directors when officers retire.
The basic policy of the Company is that the remuneration for Audit & Supervisory Board members shall be paid at
an appropriate level as compensation for the duties of each Audit & Supervisory Board member. The remuneration
for Audit & Supervisory Board members is determined through discussions with the Audit & Supervisory Board
members within the range of the amount of remuneration based on the resolution at the General Meeting of
Shareholders.

- 20 -