Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Securities Code: 7438)
June 2, 2022

To Our Shareholders
Katsuhiko Kondo
President and Representative Director

KONDOTEC INC.

2-2-90, Sakaigawa, Nisi-ku, Osaka-shi, Osaka, JapanNOTICE OF THE 70TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support patronage.
We are pleased to announce the 70th Annual General Meeting of Shareholders of KONDOTEC INC. (the“Company”), which will be held as indicated below.
Because we seek to prevent transmission of COVID-19 at the meeting venue, we accordingly ask that you
refrain from attending the General Meeting of Shareholders and instead exercise your voting rights by postal
mail or via the Internet, etc.
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise yourvoting rights following the instructions provided no later than 5:30 p.m. on Thursday, June 23, 2022. (JapanTime)
1. Date and Time:

Friday, June 24, 2022, at 10:00 a.m.【Reception starts at 9:00 a.m.】 (Japan Time)

2. Venue:

5-3-51, Nakanoshima, Kita-ku, Osaka-shi, Osaka, Japan
Conference Hall 12th Floor, Osaka International Convention Center (Grand Cube Osaka)
Please note that this year’s meeting will be held at a different location from that of last year.

3. Meeting Agenda:

Items to be reported:
1.

Business Report, Consolidated Financial Statements, and Audit Reports for Consolidated
Financial Statements by the Accounting Auditor and the Audit & Supervisory Committee,
for the 70th Fiscal Year (from April 1, 2021 to March 31, 2022)2.

Non-consolidated Financial Statements for the 70th Fiscal Year (from April 1, 2021 toMarch 31, 2022)

Items to be resolved:
Proposal No. 1

Appropriation of Surplus

Proposal No. 2

Partial Amendment to the Articles of Incorporation

Proposal No. 3

Election of Ten (10) Directors (Excluding Directors Who Are Audit &Supervisory Committee Members)

Proposal No. 4

Election of Three (3) Directors Who Are Audit & Supervisory Committee
Members

No gifts will be provided for shareholders in attendance.
We thank you for your understanding in that regard.

- 1 -

◎

Pursuant to the relevant laws and regulations and Article 15 of the Company’s Articles of Incorporation, the following
items of the attached documents are posted on the Company’s website instead of being included in this notice.
①“System to Ensure the Appropriateness of Business,” “Overview of Status of System to Ensure theAppropriateness of Business,” and “Basic Policy on Control of the Company” in the Business Report②“Consolidated Statement of Changes in Shareholders’ Equity” and “Notes to the Consolidated Financial
Statements” of the Consolidated Financial Statements③“Non-consolidated Statement of Changes in Shareholders’ Equity” and “Notes to the Non-consolidated
Financial Statements” of the Non-consolidated Financial Statements

Accordingly, the attached documents to this notice constitute a part of the documents that were audited by the
Accounting Auditor and the Audit & Supervisory Committee when preparing the audit report.
◎

If any changes are made to items in the Reference Documents for the General Meeting of Shareholders, the Business
Report, the Non-consolidated Financial Statements or the Consolidated Financial Statements, such changes will be
posted on the Company’s website.

◎

If future developments in the situation regarding the COVID-19 outbreak necessitate a major change in the way theGeneral Meeting of Shareholders will be run, shareholders will be informed via the Company’s website.

The Company’s website ▼https://www.kondotec.co.jp/en/ir/stocksinfo/meeting.html- 2 -Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information

Proposal No. 1

Appropriation of Surplus

The Company proposes to appropriate surplus as follows.
Matters related to year-end dividends
The Company regards return of profits to shareholders as an important management policy makes an effort toimprovement of earning capacity, as well as works on improvement of the capital efficiency, while also planning for
expansion of a strategic investment by M&A and an aggressive business investment for growth.
In terms of dividends, while fully taking into account both the consolidated operating results and the consolidated
dividend payout ratio, we have the basic policy to increase dividends to shareholders continuously, targeting dividendon equity (DOE) of 2.5% or higher.
We have adopted DOE, the ratio of dividends returned from net assets, as a benchmark for ensuring consistentdividends regardless of temporary fluctuations in profits. Moreover, the KONDOTEC Group also strives to achieve
return on equity (ROE), a benchmark of capital efficiency, of 10% or higher. Accordingly achieving this aim enables
us to generate profits above a certain level each fiscal year. That culminates in higher consolidated net assets, which
form the basis for determining the dividend, thereby making it possible for us to continuously increase dividends.
With respect to the year-end dividend for the current fiscal year, we seek to express our gratitude to ourshareholders for their ongoing support by increasing the dividend by ¥ 0.5 relative to that of the previous fiscal year
to ¥ 16 per share, having taken into account our earnings results and other such factors. This results in annual
dividends of ¥ 32 per share in conjunction with the interim dividend of ¥ 16 per share previously paid.

Category of dividend assets

Cash

Allotment of dividend property andtheir aggregate amount¥ 16 per share of the Company common stock
Total dividends: ¥ 411,151,648

Effective date of dividends of surplus

June 27, 2022

- 3 -

Proposal No. 2

Partial Amendment to the Articles of Incorporation

1．Reason for proposal(1)

Partial amendment to business purposes
The Company proposes to partially amend the business purposes set forth in Article 2 (Purpose) of the current
Articles of Incorporation in order to clarify the businesses of the Company and its subsidiaries, as well as toenable it going forward to address business expansion and diversification.

(2)

Introduction of measures for providing reference documents for the general meeting of shareholders, etc. inelectronic format
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the
Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, theCompany proposes to make the following changes to its Articles of Incorporation in preparation for the
introduction of the system for providing informational materials for the general meeting of shareholders inelectronic format.
(i)Article 15, paragraph 1 in “Proposed amendment” below will stipulate that the Company shall takemeasures for providing information that constitutes the content of reference documents for the general
meeting of shareholders, etc. in electronic format.

(ii)

Article 15, paragraph 2 in “Proposed amendment” below will establish the provision to limit the scopeof the items to be stated in the paper-based documents to be delivered to shareholders who requested
the delivery of paper-based documents.

(iii)

Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc. (Article 15 of the current Articles of Incorporation) will nolonger be required, they will be deleted.

(iv)

Accompanying the aforementioned establishment and deletion of provisions, supplementaryprovisions regarding the effective date, etc. will be established.

2．Details of amendment
Details regarding the amendment are as follows.
(Amendments are underlined)
Current Articles of Incorporation
Article 1

Proposed amendment( Omitted )Article 1(Purpose)(Purpose)

Article 2

Article 2( Unchanged )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) to (2)(1) to (2)( Omitted )(3) Manufacture, sale, export and import of automotive( Unchanged )( deleted )parts and accessories(4) Manufacture, sale, export and import of synthetic (3) Manufacture, sale, export and import of synthetic
resin, industrial plastic products, strings, bags, nets,

resin products, synthetic textile products, paints,

sheets, paints, oils and fats and other chemicaloils and fats and other chemical products

products- 4 -Current Articles of Incorporation

Proposed amendment( Newly established )(4)

Manufacture, sale, export and import of extrusionmaterials and plate materials for non-ferrous metals
such as aluminum and their alloys

(5)
(6)

(7)

( Omitted )(5)( Unchanged )Design, development, manufacture and sale of (6)Design, development, manufacture, sale, import andproduction, commercial and general purpose

export of production, commercial, general purpose andmachinery and equipment and other machinery andtransportation machinery and equipment and otherequipmentmachinery and equipment

Sale, export and import of the following products( deleted )a．Wire rope processing machinery and steel frame
processing machineryb．DIY products and daily necessaries
c．Musical instruments
d．Industrial rubber productse．Gardening and camping accessories
f．Stone and stone productsg．Apparel textile products
h．General machinery and equipment, transportation
machinery and equipment and ancillary equipment
and parts
i．Electricalmachineryandequipment,

airconditioning facilities and equipment, hot-watersupply facilities and equipment, gas equipment,
oil equipment and ancillary equipment and parts
j．Office equipment, telecommunications equipment,
audio equipment and ancillary equipment and partsk．Facilities, equipment and goods related todisaster prevention, fire prevention, crime
prevention and safety( Newly established )(7)

Manufacture, sale, export and import of electricalmachinery and equipment, air conditioning facilities
and equipment, hot-water supply facilities andequipment, gas equipment, oil equipment, officeequipment, telecommunications equipment andancillary equipment and parts- 5 -Current Articles of Incorporation

Proposed amendment( Newly established )(8)

Manufacture, sale, export and import of DIY
products, daily necessaries, Gardening and camping
accessories( Newly established )(9)

Manufacture, sale, export and import of facilities,
equipment and goods related to disaster prevention,
fire prevention, crime prevention and safety(8) to (15)

( Omitted )(10) to (17)Article 3 to Article 14 ( Omitted )( Unchanged )Article 3 to Article 14 (Unchanged )(Internet Disclosure and Deemed Provision of Reference( deleted )Documents for the General Meeting of Shareholders, Etc.)
Article 15
When the Company convenes a general meeting ofshareholders, if it discloses information that is to bestated or presented in the reference documents for thegeneral meeting of shareholders, business report,
financialstatements

andconsolidated

financialstatements through the internet in accordance with theprovisions prescribed by the Ministry of Justice Order, it
may be deemed that the Company has provided thisinformation to shareholders.
( Newly established )(Measures, etc. for Providing Information in Electronic
Format)Article 15
1. When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders, etc.
in electronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to bedelivered to shareholders who requested the delivery of
paper-based documents by the record date of voting
rights.

- 6 -Current Articles of Incorporation

Proposed amendment

Article 16 to Article 36 ( Omitted )Article 16 to Article 36 ( Unchanged )Supplementary Provisions

Supplementary Provisions

Article 1

Article 1( Omitted )( Newly established )( Unchanged )(Transitional Measures for Measures, etc. for Providing
Informational Materials for the General Meeting of
Shareholders in Electronic Format)
Article 2
1. The deletion of Article 15 (Internet Disclosure andDeemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc.) in the preamended

Articlesof

Incorporation

and

the

establishment of the new Article 15 (Measures, etc. for
Providing Information in Electronic Format) in theamended Articles of Incorporation shall be effectivefrom September 1, 2022, which is the date ofenforcement of the revised provisions provided for in
the proviso to Article 1 of the Supplementary
Provisions of the Act Partially Amending theCompanies Act (Act No. 70 of 2019) (hereinafterreferred to as the “Date of Enforcement”).
2. Notwithstanding the provisions of the preceding
paragraph, Article 15 of the pre-amended Articles ofIncorporation(Internet

Disclosure

andDeemedProvision of Reference Documents for the General
Meeting of Shareholders, Etc.) shall remain effective
regarding any general meeting of shareholders held ona date within six months from the Date of Enforcement.
3. Article 2 of these Supplementary Provisions shall bedeleted on the date when six months have elapsed fromthe Date of Enforcement or three months have elapsed
from the date of the general meeting of shareholders in
the preceding paragraph, whichever is later.

- 7 -Proposal No. 3

Election of Ten (10) Directors (Excluding Directors Who Are
Audit & Supervisory Committee Members)

The terms of office of all nine (9) currently serving Directors (excluding Directors who are Audit & Supervisory
Committee Members) will expire at the conclusion of this meeting.
Accordingly, in order to enhance and strengthen the management team, the Company proposes to increase thenumber of Directors by one (1), to make the total number of Directors to ten (10).
The Company’s Audit & Supervisory Committee deems that all of the Director Candidates are qualified withrespect to this proposal.
The candidates for Director are as follows:
Candidate
No

Name

Position and Responsibilities at the Company

Remarks

1

Katsuhiko Kondo President and Representative Director

Reappointment

2

Tomoya Ando

Vice President and Director

Reappointment

3

Hiroyuki Yada

Senior Executive Director, General Manager ofManagement Headquarters, Manager of General Affairs Reappointment
Division and Manager of Business Strategy Department

4

Noboru Hamano

Executive Director, General Manager of Sales
Headquarters and Manager of Structural Steel Sales Reappointment
Division

5

Yoichi Hyakuda

Executive Director, General Manager of Manufacturing
Reappointment
Headquarters and Manager of Kyusyu Factory

6

Kazuyuki Asakawa Manager of Tokyo Branch

Director, Manager of Eastern Japan Sales Division andReappointment

7

Tomoyuki Ejiri

Director
President and Representative Director, Nippon
Scaffolding Holdings Co., Ltd.
Reappointment
Representative Director and Chairman, TOKAI STEP
CO., LTD.

8

Kazuhiro Ishino

Executive Officer, Manager of Western Japan Sales
New Appointment
Division and Manager of Development Sales Division

9

Michiko Kanai

Outside Director

Reappointment
Outside Director
Independent Director

Takashi Maruyama Outside Director

Reappointment
Outside Director
Independent Director

10

- 8 -

No.

Name
(Date of birth)

Past experience, positions and responsibilities[significant concurrent positions]

Number ofshares of theCompany held

June 1984 Joined the Company
July 1988 Manager of Saitama Office, the Company
Jan. 1991 Manager of Kitakanto Office, the Company
June 1992 Director, Manager of Kitakanto Office, the Company
Mar. 1999 Director, Manager of Yokohama Branch, the Company
June 2002 Director, Manager of Delivery Division, the Company
Oct. 2007 Director, Manager of Planning Division, the Company
Reappointment

Apr. 2010 Director, the Company
Vice President and Representative Director, Sanwa Denzai Co., Ltd.

Katsuhiko Kondo June 2011 President and Representative Director, Sanwa Denzai Co., Ltd.
(November 8, 1959)

153,232
sharesJan. 2013 Director, In charge of Planning, the Company
June 2013 President and Representative Director, the Company (current
position)

1

June 2021 Director, Sanwa Denzai Co., Ltd. (current position)
Oct. 2021 Director, KURIYAMA ALUMINUM Co., Ltd. (current
position)[Significant concurrent positions]Representative Director, Towa Kosan Corp.
Representative Director, Toto Kosan INC.
Director, Sanwa Denzai Co., Ltd.
Director, KURIYAMA ALUMINUM Co., Ltd.
[Reasons for nomination as candidate for Director]
Katsuhiko Kondo has engaged in sales, logistics, planning and other operations since joining the Company in
1984, and has extensive experience otherwise that includes serving as Representative Director of Sanwa Denzai
Co., Ltd. in conjunction with the Company having made wholesaler of electric equipment Sanwa Denzai Co., Ltd.
a subsidiary.
The Company has renominated him as a Director candidate, given that he performs his professional duties asserving as President and Representative Director and having deemed that he is an individual who helps theCompany sustainably increase its corporate value.

- 9 -

No.

Name
(Date of birth)

Past experience, positions and responsibilities[significant concurrent positions]

Number ofshares of theCompany held

Jan. 1996 Manager of Kuki Branch, The Tokai Bank, Ltd. (current MUFG
Bank, Ltd.)
Feb. 1998 Manager of Omori Branch, The Tokai Bank, Ltd.
Nov. 1999 Manager of Bito-Bihoku flagship store and Manager of Komaki
Branch, The Tokai Bank, Ltd.
Feb. 2002 Manager of Uehommachi Corporate Sales Division and Manager of
Uehommachi Branch, UFJ Bank Limited (current MUFG Bank, Ltd.)
Jan. 2004 Chief Assistant Manager, UFJ Bank Limited
Apr. 2004 Manager of Nakanoshima Corporate Sales Division andManager of Nakanoshima Branch, UFJ Bank Limited
Apr. 2006 Headquarter Deputy Director, The Bank of Tokyo-Mitsubishi
UFJ, Ltd. (current MUFG Bank, Ltd.)
Nov. 2006 Loan to the Company
Manager of General Affairs Division, the Company
June 2007 Joined the Company
Manager of General Affairs Division, the Company
Reappointment

Tomoya Ando
(June 11, 1953)

Director, General Manager of Management Headquarters andManager of General Affairs Division, the Company
June 2009 Executive Director, General Manager of Management Headquarters
and Manager of General Affairs Division, the Company

111,200
sharesApr. 2010 Director, Sanwa Denzai Co., Ltd.
2

June 2012 Senior Executive Director, General Manager of Management
Headquarters and Manager of General Affairs Division, theCompany
Aug. 2014 Director, CHUOH GIKEN Co., Ltd.
Feb. 2019 Director, TECBUILD CO., LTD. (Changed the company name fromHIROSE KOSAN CO., LTD.)
Feb. 2020 Director, TOKAI STEP CO., LTD.
June 2020 Vice President and Director, General Manager of Management
Headquarters and Manager of General Affairs Division, theCompany
Jan. 2021 Director, FUKOKU, Ltd.
Apr. 2021 Director, Nippon Scaffolding Holdings Co., Ltd. (current position)
June 2021 Vice President and Director, the Company (current position)[Significant concurrent positions]
Director, Nippon Scaffolding Holdings Co., Ltd.
[Reasons for nomination as candidate for Director]
Tomoya Ando has gained experience with respect to the professional duties listed above subsequent to having
joined Tokai Bank Inc. (current MUFG Bank, Ltd.). Since his secondment to the Company in 2006 (he joined theCompany in 2007), he has overseen the administrative division based on his experience gained at financial
institutions, and also has extensive experience in M&A, overseas expansion, and human resources management.
The Company has renominated him as a Director candidate, given that he performs his professional duties
serving as Vice President and Director and having deemed that he is an individual who helps the Company
sustainably increase its corporate value.

- 10 -

No.

Name(Date of birth)

Past experience, positions and responsibilities[significant concurrent positions]

Number ofshares of theCompany held

Apr. 1985 Joined the Company
June 2006 Manager of Yokohama Branch, the Company
June 2011 Manager of Delivery Division, the Company
Executive Officer, Manager of Delivery Division, the Company
Apr. 2013 Executive Officer, Manager of Western Japan Sales Division,
the Company
June 2016 Director, Manager of Western Japan Sales Division, the Company
Apr. 2018 Director, Manager of Western Japan Sales Division andManager of Business Strategy Department, the Company
June 2019 Director, General Manager of Sales Headquarters, Manager ofWestern Japan Sales Division and Manager of Business Strategy
Department, the Company
Reappointment

Hiroyuki Yada
(July 15, 1962)

3

June 2020 Executive Director, General Manager of Sales Headquarters,
Manager of Western Japan Sales Division and Manager ofBusiness Strategy Department, the Company

32,500sharesJune 2021 Director, FUKOKU, Ltd. (current position)
Director, TOKAI STEP CO., LTD. (current position)
Director, TECBUILD CO., LTD. (current position)
Director, Nippon Scaffolding Holdings Co., Ltd. (current position)
Senior Executive Director, General Manager of Management
Headquarters, Manager of General Affairs Division andManager of Business Strategy Department, the Company(current position)[Significant concurrent positions]
Director, Nippon Scaffolding Holdings Co., Ltd.
Director, TECBUILD CO., LTD.
Director, TOKAI STEP CO., LTD.
Director, FUKOKU, Ltd.
[Reasons for nomination as candidate for Director]
Hiroyuki Yada has extensive experience particularly engaging in sales, logistics and management operations
since joining the Company in 1985.
The Company has renominated him as a Director candidate, given that he performs his professional duties
serving as General Manager of Management Headquarters and having deemed that he is an individual who helps
the Company sustainably increase its corporate value.

- 11 -

No

Name(Date of birth)

Past experience, positions and responsibilities[significant concurrent positions]

Number ofshares of theCompany held

Apr. 1993 Joined the Company
Mar. 1999 Manager of Kitakanto Office, the Company
Aug. 2000 Manager of Kanagawa Office, the Company
Apr. 2003 Manager of Keiji Office, the Company
Sep. 2012 Manager of Sanyo Office, the Company
Reappointment

Noboru Hamano(June 12, 1970)

Apr. 2017 Manager of Kansai Branch, the Company
June 2018 Executive Officer, Manager of Structural Steel Sales Division
and Manager of Kansai Branch, the Company

16,500sharesApr. 2020 Executive Officer, Manager of Structural Steel Sales Division,
the Company

4June 2020 Director, Manager of Structural Steel Sales Division, the Company
June 2021 Executive Director, General Manager of Sales Headquarters andManager of Structural Steel Sales Division, the Company (current
position)[Reasons for nomination as candidate for Director]
Noboru Hamano has extensive experience particularly engaging in sales operations since joining the Company
in 1993.
The Company has renominated him as a Director candidate, given that he performs his professional duties
serving as General Manager of Sales Headquarters and having deemed that he is an individual who helps theCompany sustainably increase its corporate value.

- 12 -

No.

Name(Date of birth)

Past experience, positions and responsibilities[significant concurrent positions]

Number ofshares of theCompany held

Oct. 1995 Manager of Kokura Steel Works rolling Division Blooming
Factory, Sumitomo Metal Industrial, Ltd. (current NIPPONSTEEL CORPORATION)
June 1999 Manager of Kokura Steel Works rolling Division Wire Rod
Factory, Sumitomo Metal Industrial, Ltd.
June 2002 Manager of Technical Service Department Product Engineering
Division, Sumitomo Metals (Kokura), Ltd. (current NIPPONSTEEL CORPORATION)
July 2005 Manager of Manufacturing Division, Sumitomo Metals (Kokura),
Ltd.
July 2007 Manager of Quality Management Division, Sumitomo Metals(Kokura), Ltd.
Jan. 2009 Manager of Customer Engineering Division, Sumitomo Metals(Kokura), Ltd.
Reappointment

Yoichi Hyakuda(September 10, 1957)

Oct. 2012 Manager of Kokura Steel Works Manufacturing Division,
NIPPON STEEL & SUMITOMO METAL CORPORATION(current NIPPON STEEL CORPORATION)
July 2013 Manager of Kokura Steel Works Engineering Division,
NIPPON STEEL & SUMITOMO METAL CORPORATION

11,200sharesApr. 2014 Manager of Technical Quality Control Division, SANYU CO., LTD.
5

June 2015 Director, Manager of Technical Quality Control Division,
SANYU CO., LTD.
June 2016 Executive Officer, Manager of Technical Quality Control Division,
SANYU CO., LTD.
July 2018 Joined the Company
Advisor of Manufacturing Headquarters, the Company
Jan. 2019 Manager of Kyusyu Factory, the Company
June 2019 Director, General Manager of Manufacturing Headquarters andManager of Kyusyu Factory, the Company
June 2020 Executive Director, General Manager of Manufacturing
Headquarters and Manager of Kyusyu Factory, the Company(current position)[Reasons for nomination as candidate for Director]
Yoichi Hyakuda has gained experience with respect to the professional duties listed above at Sumitomo Metal
Industrial, Ltd. (current NIPPON STEEL CORPORATION). Since joining the Company in July 2018, he has
gained extensive experience particularly in factory management, which has included engaging in production
streamlining and quality assurance in manufacturing operations.
The Company has renominated him as a Director candidate, given that he performs his professional duties
serving as General Manager of Manufacturing Headquarters and having deemed that he is an individual who helps
the Company sustainably increase its corporate value.

- 13 -

No.

Name(Date of birth)

Reappointment

Past experience, positions and responsibilities[significant concurrent positions]Apr. 1990

Joined the Company

July 2004

Manager of Takamatsu Office, the Company

June 2011

Manager of Osaka Branch, the Company

Kazuyuki Asakawa Oct. 2017 Manager of Tokyo Branch, the Company(December 24, 1967)

6

June 2018

Executive Officer, Manager of Eastern Japan Sales Division andManager of Tokyo Branch, the Company

June 2019

Director, Manager of Eastern Japan Sales Division andManager of Tokyo Branch, the Company (current position)

Number ofshares of theCompany held

15,800shares[Reasons for nomination as candidate for Director]
Kazuyuki Asakawa has extensive experience particularly engaging in sales operations since joining the Company
in 1990.
The Company has renominated him as a Director candidate, given that he performs his professional duties
serving as Manager of Eastern Japan Sales Division and having deemed that he is an individual who helps theCompany sustainably increase its corporate value.

- 14 -

No.

Name(Date of birth)

Past experience, positions and responsibilities[significant concurrent positions]

Number ofshares of theCompany held

Apr. 1988 Joined the Company
Oct. 1998 Manager of Shizuoka Office, the Company
Jan. 2002 Manager of Kanazawa Office, the Company
Oct. 2007 Manager of Fukuoka Branch, the Company
Apr. 2013 Manager of Delivery Division, the Company
June 2015 Manager of International Division, the Company
Reappointment

Tomoyuki Ejiri(August 30, 1965)

7

June 2016 Executive Officer, Manager of International Division, the Company
June 2019 Director, Manager of International Division, the Company

17,300sharesFeb. 2020 Director, the Company (current position)
Representative Director and Chairman, TOKAI STEP CO.,LTD. (current position)
Apr. 2021 President and Representative Director, Nippon Scaffolding
Holdings Co., Ltd. (current position)[Significant concurrent positions]
President and Representative Director, Nippon Scaffolding Holdings Co., Ltd.
Representative Director and Chairman, TOKAI STEP CO., LTD.
[Reasons for nomination as candidate for Director]
Tomoyuki Ejiri has extensive experience particularly engaging in sales, logistics, and international operations,and subsidiary management since joining the Company in 1988.
The Company has renominated him as a Director candidate, given that he performs his professional duties
serving as Representative Director of subsidiaries and having deemed that he is an individual who helps theCompany sustainably increase its corporate value.

- 15 -

No.

Name(Date of birth)

Past experience, positions and responsibilities[significant concurrent positions]

Number ofshares of theCompany held

Feb. 1990 Joined the Company
Apr. 2006 Manager of Akita Office, the Company
June 2011 Manager of Niigata Office, the Company
Apr. 2014 Manager of Niigata Branch, the Company
New Appointment

June 2020 Manager of Delivery Division, the Company

Kazuhiro Ishino June 2021 Director, CHUOH GIKEN Co., Ltd. (current position)
Executive Officer, Manager of Western Japan Sales Division,
the Company(October 11, 1967)

8

13,100sharesApr. 2022 Executive Officer, Manager of Western Japan Sales Division
and Manager of Development Sales Division, the Company(current position)[Significant concurrent positions]
Director, CHUOH GIKEN Co., Ltd.
[Reasons for nomination as candidate for Director]
Kazuhiro Ishino has extensive experience particularly engaging in sales and logistics operations since joining
the Company in 1990.
The Company has newly nominated him as a Director candidate, given that he performs his professional duties
serving as Manager of Western Japan Sales Division and Manager of Development Sales Division having deemedthat he is an individual who helps the Company sustainably increase its corporate value.

- 16 -

No.

Name(Date of birth)

Past experience, positions and responsibilities[significant concurrent positions]

Number ofshares of theCompany held

Apr. 1990 Register Lawyer
Joined OH-EBASHI LAW OFFICES (current OH-EBASHI
LPC & PARTNERS)
Apr. 1998 OH-EBASHI LAW OFFICES partner
Aug. 2002 OH-EBASHI LPC & PARTNERS partner (current position)
June 2007 Outside Audit & Supervisory Board Member, USJ Co., Ltd.
(current USJ LLC.)
Reappointment
OutsideIndependent

Michiko Kanai(June 16, 1955)

June 2015 Outside Director, the Company (current position)
Outside Audit & Supervisory Board Member, SANKYO SEIKO
CO., Ltd. (current position)
June 2016 Outside Director, IDEC CORPORATION

4,600
sharesJune 2018 Outside Director (Audit & Supervisory Committee member),
IDEC CORPORATION (current position)
June 2020 Outside Director, AS ONE CORPORATION (current position)[Significant concurrent positions]
Lawyer (OH-EBASHI LPC & PARTNERS partner)
Outside Audit & Supervisory Board Member, SANKYO SEIKO CO., Ltd.
Outside Director (Audit & Supervisory Committee member), IDEC CORPORATION
Outside Director, AS ONE CORPORATION

9[Reasons for nomination as candidate for Outside Director and overview of role expectations]
Michiko Kanai is qualified when it comes to independence in furnishing management oversight and providing
advice from an objective standpoint taking into account the corporate world as a whole including laws andregulations, drawing on her experience and insight as an attorney at law who is well-versed in fields that include
M&A as well as cross-border transactions and intellectual property rights.
The Company has renominated her as an Outside Director candidate upon having accordingly deemed that her
involvement will lead to improved transparency and reinforcement of the supervisory function with respect to theBoard of Directors.
Although she has not been involved in corporate management except as an outside executive, the Company
deems her capable of appropriately executing her professional duties as an Outside Director for the aforementioned
reasons.
Moreover, the Company intends to enlist her involvement from a standpoint of objectivity and neutrality serving
as a member of the Nomination and Compensation Committee, with respect to nominating the Company’s
executive candidates as well as determining executive remuneration and other such matters, subject to her
appointment.

- 17 -

Name(Date of birth)No.

Reappointment
OutsideIndependent

Past experience, positions and responsibilities[significant concurrent positions]

June 2004

Representative Director and President, Shima Spain Village
Co., Ltd.

Mar. 2006

Director and President, Kintetsu Leisure Service Co., Ltd.

June 2007

Executive Director, Kintetsu Railway Co., Ltd.

Takashi Maruyama Apr. 2011 Representative Director and President, Kin-Ei Corp.
(June 23, 1948)

10

June 2017

Representation Director and President, KNT-CT Holdings Co., Ltd.

June 2019

Representative Director and Chairman, KNT-CT Holdings Co., Ltd.

June 2021

Outside Director, the Company (current position)

Number ofshares of theCompany held－

[Reasons for nomination as candidate for Outside Director and overview of role expectations]Takashi Maruyama has extensive experience related to corporate management particularly engaging in corporate
management for the Kintetsu Group, and the Company has nominated him as an Outside Director candidate upon
having accordingly deemed that his useful advice and recommendations regarding the management of the Company
will lead to increase the Company’s corporate value.
Moreover, the Company intends to enlist his involvement from a standpoint of objectivity and neutrality serving
as a member of the Nomination and Compensation Committee, with respect to nominating the Company’s
executive candidates as well as determining executive remuneration and other such matters, subject to his
appointment.
(Notes)

1.
2.
3.

4.

5.

There are no special interests between each candidate and the Company.
The Company has submitted to the Tokyo Stock Exchange an Independent Directors/Auditors Notification
listing Outside Director candidates Michiko Kanai and Takashi Maruyama as independent executives.
Number of years since having assumed the post of Outside Directors of the Company (as of the conclusion of this
General Meeting of Shareholders)Michiko Kanai
7 years
Takashi Maruyama 1 year
The Company has entered into limited liability agreements with Michiko Kanai and Takashi Maruyama
effectively stating that their liability shall be limited to an amount stipulated by law regarding liability fordamages pursuant to Article 423, Paragraph 1 of the Companies Act. The limited liability agreements are toremain in effect, subject to approval of their reappointment.
The Company has entered into a liability insurance policy for directors and officers with an insurance company
pursuant to Article 430-3, Paragraph 1 of the Companies Act. Content of the insurance policy is as described in
the Business Report (see page 36). Any Director candidate whose appointment gains approval is to be listed as aninsured party under the insurance policy.
Moreover, the Company intends to leave the content of the insurance policy unchanged upon its next renewal.

- 18 -

Proposal No. 4

Election of Three (3) Directors Who Are Audit & Supervisory
Committee Members

As the terms of office of three (3) Directors who are Audit & Supervisory Committee Members, Norio Nishida,
Kana Yasuda and Taku Tokuda, will expire at the conclusion of this General Meeting of Shareholders, the Company
proposes the election of three (3) Directors who are Audit & Supervisory Committee Members.
The Company has gained prior consent of the Audit & Supervisory Committee for the submission of this proposal.
The candidates for Directors who are Audit & Supervisory Committee Members are follows:
Candidate
No

Name

1

Norio Nishida

Director (Full time Audit & Supervisory Committee
Reappointment
Member)2

Kana Yasuda

Reappointment
Outside Director (Audit & Supervisory Committee
Outside Director
Member)Independent Director

3

Taku Tokuda

Reappointment
Outside Director (Audit & Supervisory Committee
Outside Director
Member)Independent Director

Position and Responsibilities at the Company- 19 -

RemarksNo.

Name(Date of birth)

Reappointment

Past experience, positions and responsibilities[significant concurrent positions]Mar. 1981

Joined the Company

Oct. 2005

Assistant Manager of Accounting Division, the Company

Oct. 2008

Assistant Manager of Internal Audit Department, the Company

June 2012

Executive Officer, Manager of Internal Audit Department, theCompany

Nov. 2015

Executive Officer, Manager of Accounting Division, theCompany

June 2018

Audit & Supervisory Board Member, CHUOH GIKEN Co.,
Ltd. (current position)
Audit & Supervisory Board Member, Sanwa Denzai Co., Ltd.
(current position)
Full-time Audit & Supervisory Board Member, the Company

Feb. 2019

Audit & Supervisory Board Member, TECBUILD CO., LTD.
(Changed the company name from HIROSE KOSAN CO., LTD.)(current position)
Audit & Supervisory Board Member, TOKAI STEP CO., LTD.
(current position)

Feb. 2020

Norio Nishida

1(November 1, 1958) June 2020

Director (Full-time Audit & Supervisory Committee Member),the Company (current position)

Jan. 2021

Audit & Supervisory Board Member, FUKOKU, Ltd. (current
position)

Apr. 2021

Audit & Supervisory Board Member, Nippon Scaffolding Holdings
Co., Ltd. (current position)

Oct. 2021

Audit & Supervisory Board Member, KURIYAMA ALUMINUM
Co., Ltd. (current position)

Number ofshares of theCompany held

19,600shares[Significant concurrent positions]Audit & Supervisory Board Member, Sanwa Denzai Co., Ltd.
Audit & Supervisory Board Member, CHUOH GIKEN Co., Ltd.
Audit & Supervisory Board Member, Nippon Scaffolding Holdings Co., Ltd.
Audit & Supervisory Board Member, TECBUILD CO., LTD.
Audit & Supervisory Board Member, TOKAI STEP CO., LTD.
Audit & Supervisory Board Member, FUKOKU, Ltd.
Audit & Supervisory Board Member, KURIYAMA ALUMINUM Co., Ltd.
[Reasons for nomination as candidate for Director (Audit & Supervisory Committee Member)]
Norio Nishida has gained extensive experience including involvement in administrative divisions and auditing
divisions since joining the Company in 1981. The Company has renominated him as a Director candidate who is
an Audit & Supervisory Committee Member given expectations that he will be capable of performing the role of
Director who is an Audit & Supervisory Committee Member based on such knowledge and experience.

- 20 -

No.

Name(Date of birth)

Past experience, positions and responsibilities[significant concurrent positions]

Number ofshares of theCompany held

Oct. 1993 Joined Century Audit Corporation (current Ernst & Young
ShinNihon LLC)
Apr. 1997 Registered as Certified Public Accountant
Mar. 2000 Founder and Representative of Yasuda Accounting Firm
(current position)
Mar. 2004 Registered as Licensed Tax Accountant

Reappointment
OutsideIndependent

Kana Yasuda(April 10, 1969)2

Sep. 2009 Outside Audit & Supervisory Board Member, SHINPO CO.,LTD.
May 2010 Outside Audit & Supervisory Board Member, Sugi Holdings
Co., Ltd. (current position)
June 2016 Outside Director, GEO HOLDINGS CORPORATION (current
position)
June 2019 Outside Director, Chuo Spring Co., Ltd. (current position)
Outside Audit & Supervisory Board Member, the Company

3,500
sharesJune 2020 Outside Director, the Company (Audit & Supervisory
Committee Member) (current position)
Sep. 2021 Outside Director, Monogatari Corporation (current position)[Significant concurrent positions]Certified Public Accountant (Representative of Yasuda Accounting Firm)
Outside Audit & Supervisory Board Member, Sugi Holdings Co., Ltd.
Outside Director, GEO HOLDINGS CORPORATION
Outside Director, Chuo Spring Co., Ltd.
Outside Director, Monogatari Corporation[Reasons for nomination as candidate for Outside Director (Audit & Supervisory Committee Member) andoverview of role expectations]
Kana Yasuda has extensive experience and insight as a certified public accountant and licensed tax accountant.
The Company has renominated her as an Outside Director candidate who is an Audit & Supervisory Committee
Member given expectations that she will be capable of performing the role of Outside Director who is an Audit &Supervisory Committee Member from the expert perspective of a certified public accountant.
Although she has not been involved in corporate management in any way other than service as an outside officer,
the Company determined that she is able to appropriately fulfill her duties as an Outside Director who is an Audit& Supervisory Committee Member for the above reasons.

- 21 -

Name(Date of birth)No.

Reappointment
OutsideIndependent

Taku Tokuda(February 5, 1972)

Past experience, positions and responsibilities[significant concurrent positions]Apr. 2000

Registered as Lawyer, joined Ozawa & Akiyama

Oct. 2003

Joined Tokuda Law Office

Oct. 2018

Part-time Instructor, Graduate School of Law, Kyoto University

Jan. 2020

Representative lawyer, Tokuda Law Office (current position)

June 2020

Outside Director, the Company (Audit & Supervisory
Committee Member) (current position)

Apr. 2021

Visiting Professor, Graduate School of Law, Kyoto University(current position)

Number ofshares of theCompany held

1,800
shares[Significant concurrent positions]
Lawyer (Representative lawyer, Tokuda Law Office)3[Reasons for nomination as candidate for Outside Director (Audit & Supervisory Committee Member) andoverview of role expectations]Taku Tokuda is conversant with areas such as general corporate law and litigation between companies. The
Company has renominated him as an Outside Director candidate who is an Audit & Supervisory Committee
Member given expectations that he will be capable of performing the role of Outside Director who is an Audit &Supervisory Committee Member based on his extensive knowledge and experience as a lawyer.
Although he has not been directly involved in corporate management, the Company determined that he is able
to appropriately fulfill his duties as an Outside Director who is an Audit & Supervisory Committee Member for theabove reasons.
(Notes)1.
There are no special interests between each candidate and the Company
2.
3.

4.

5.

The Company has submitted to the Tokyo Stock Exchange an Independent Directors/Auditors Notification
listing Outside Director candidates Kana Yasuda and Taku Tokuda as independent executives.
Number of years since having assumed the post of Outside Directors (Audit & Supervisory Committee
Members) of the Company (as of the conclusion of this General Meeting of Shareholders)
Kana Yasuda 2 years
Taku Tokuda 2 years
The Company has entered into limited liability agreements with Kana Yasuda and Taku Tokuda effectively
stating that their liability shall be limited to an amount stipulated by law regarding liability for damages pursuant
to Article 423, Paragraph 1 of the Companies Act. The limited liability agreements are to remain in effect,
subject to approval of their reappointment.
The Company has entered into a liability insurance policy for directors and officers with an insurance company
pursuant to Article 430-3, Paragraph 1 of the Companies Act. Content of the insurance policy is as described in
the Business Report (see page 36). Any Directors who are Audit & Supervisory Committee Members candidate
whose appointment gains approval is to be listed as an insured party under the insurance policy.
Moreover, the Company intends to leave the content of the insurance policy unchanged upon its next renewal.

- 22 -

(Reference) Skills Matrix for Directors and Directors who are Audit & Supervisory Committee Members
CandidateNo

NameManagerial
experience

Sales&
Marketing

○

○
○
○
○

Manufacturing
Finance&&
Procurement Accounting

Legal affairs&
Riskmanagement

Directors
1

Katsuhiko Kondo

2

Tomoya Ando

3

Hiroyuki Yada

4

Noboru Hamano

5

Yoichi Hyakuda

6

Kazuyuki Asakawa

7

Tomoyuki Ejiri

8

Kazuhiro Ishino

9Michiko Kanai

10

Takashi Maruyama Outside

○
○

○

○
○

.

○

○
○
○

○
○
○

Outside○○Directors who are Audit & Supervisory Committee Members

Note:

1

Norio Nishida

2

Kana Yasuda

Outside3

Taku Tokuda

Outside－Minako Yamaoka

Outside

○
○
○
○

○

1. The list above includes incumbent Director who is an Audit & Supervisory Committee Member,
excluding Director who are Audit & Supervisory Committee Members candidates.
2. The above list does not represent all of the expertise and experience possessed by each Director andeach Director who is Audit & Supervisory Committee Member.
- 23 -