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

Stock Exchange Code:1954
September 8, 2020
To Shareholders with Voting Rights:
Ryuichi Arimoto
Representative Director and President
NIPPON KOEI CO., LTD.
4, Kojimachi 5-chome, Chiyoda-ku, Tokyo, JapanNOTICE OF
THE 76TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
The 76th Annual General Meeting of Shareholders of NIPPON KOEI CO., LTD. (the “Company”). The meeting
will be held for the purposes as described below.
From the perspective of preventing the spread of COVID-19, for this General Meeting of Shareholders, asmuch as possible, we request all shareholders to exercise your voting rights beforehand via the Internet or inwriting, and make careful judgments including about whether you should refrain from attending the meetingon the day, regardless of your health condition.
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise
your voting rights by 5:30 p.m. on Monday, September 28, 2020, Japan time.
1. Date and Time:
2. Place:

Tuesday, September 29, 2020 at 10:00 a.m. Japan time
(Reception starts at 9:00 a.m.)
Head Office Meeting Room, 2F, Nippon Koei Building
4, Kojimachi 5-chome, Chiyoda-ku, Tokyo*Please note that the meeting will be held at a different venue this year.

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements andNonconsolidated Financial Statements for the Company’s 76th Fiscal Year
(July 1, 2019 - June 30, 2020)
2. Results of audits by the Accounting Auditor and the Audit & Supervisory
Board of the Consolidated Financial Statements
Proposals to be resolved:
Proposal 1:
Election of 11 Directors
Proposal 2:
Election of 1 Substitute Audit & Supervisory Board Member
Proposal 3:
Revision of Compensation Amount for Directors(Note 1)
Please access the website (https://soukai.mizuho-tb.co.jp/) and enter your voting rights code and password. To
exercise your voting rights, please follow the guidance on the screen.
Additionally, if you are an institutional investor, you can exercise your voting rights through ICJ platform run
by ICJ, Inc.
Disclosure via the Internet◎ “Notes to Consolidated Financial Statements” and “Notes to Nonconsolidated Financial Statements” are posted
at the following Company’s website pursuant to the laws and regulations, and provisions in Article 14 of the
Articles of Incorporation, and they are not included in the Appendix to this notice. Therefore, the Appendix tothis notice of convocation is a part of Consolidated Financial Statements and Nonconsolidated Financial
Statements audited by Accounting Auditor in preparing the Accounting Audit Report. Also, the Appendix is apart of Consolidated Financial Statements and Nonconsolidated Financial Statements audited by Audit &Supervisory Board Members in preparing their Audit Report.
◎ Should the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated
Financial Statements, and Nonconsolidated Financial Statements require revisions, the revised versions will be
posted on the following Company’s website.
The Company’s website: https://www.n-koei.co.jp/english/ir/-1-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Election of 11 Directors

The terms of office of 10 Directors will expire at the conclusion of this General Meeting of Shareholders. In
order to further strengthen the corporate governance structure, the number of Outside Directors has been increased
by one, and thus the election of 11 Directors, inclusive of 3 Outside Directors, is proposed. The candidates are as
follows:

No.

Attendance atmeetings of theCurrent position at theBoard of Directors
Company
during the fiscal
year under review
Representative Director and 15/15 meetings(100%)
ChairmanName

1[Reelection]

Noboru Takano

2[Reelection]

Akira Mizukoshi

Director and Vice Chairman

15/15 meetings(100%)

3[Reelection]

Ryuichi Arimoto

Representative Director andPresident

15/15 meetings(100%)

4[Reelection]

Hiroyuki Akiyoshi

Representative Director andExecutive Vice President

15/15 meetings(100%)

5[Reelection]

Takayasu Tsuyusaki

Director and Senior
Managing Executive Officer

15/15 meetings(100%)

6[Reelection]

Haruhiko Kanai

Director and Senior
Managing Executive Officer

15/15 meetings(100%)

7[Reelection]

Hiroaki Shinya

Director and Senior
Managing Executive Officer

15/15 meetings(100%)

8[Reelection]

Yasushi Hirusaki

Director and Managing
Executive Officer

15/15 meetings(100%)

9[Reelection]

Hiizu Ichikawa

Director

15/15 meetings(100%)

10[Reelection]

Kazumasa Kusaka

Director

15/15 meetings(100%)

11[New
appointment]

Yoko Ishida――[Outside Director][Independent Officer][Outside Director][Independent Officer][Outside Director][Independent Officer](Notes)1.
2.

There are no special interests between each candidate for director and the Company.
Messrs. Hiizu Ichikawa and Kazumasa Kusaka, and Ms. Yoko Ishida(1) Messrs. Hiizu Ichikawa and Kazumasa Kusaka, and Ms. Yoko Ishida are the candidates for Outside Director. Mr. Hiizu
Ichikawa currently serves as an Outside Director of the Company, and the tenure of office as Director will be six years
at the closing of this General Meeting of Shareholders. Additionally, Mr. Kazumasa Kusaka currently serves as an
Outside Director of the Company, and the tenure of office as Director will be five years at the closing of this General
Meeting of Shareholders.
(2) The Company has designated Messrs. Hiizu Ichikawa and Kazumasa Kusaka as independent officers as stipulated by
the Tokyo Stock Exchange and notified the Exchange to that effect. Ms. Yoko Ishida is a candidate for independent
officer as stipulated by the Tokyo Stock Exchange.
(3) Liability limitation agreement
The Company has concluded a liability limitation agreement in accordance with the Companies Act with each of its
Outside Directors. Under this agreement, the limitation of damage liability of each Outside Director shall be the largerof ¥6 million or the minimum liability amount stipulated by the Companies Act, if such Outside Director has performed
his or her duties in good faith and without gross negligence.

-2-

The Company intends to continue the same agreement with both Messrs. Hiizu Ichikawa and Kazumasa Kusaka if theirelections are approved.
In addition, the Company intends to newly conclude an agreement containing the above contents with Ms. Yoko Ishida
if her election is approved.

-3-

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April
June

1

Number ofshares of theCompany held

1975 Joined the Company
2010 Deputy Director Generalof Domestic Consulting
Operations and General Manager of Operations Planning
Office, Domestic Consulting Operations of the Company
June
2011 Director and Executive Officer of the Company
Acting Director General of Domestic Consulting
Operations and General Manager of Operations Planning
Office, Domestic Consulting Operations of the Company
Noboru Takano
June2012 Director and Managing Executive Officer of the Company(September 14, 1952)
Director General of Domestic Consulting Operations of theCompany[Reelection]
September 2014 Representative Director and Senior Managing Executive
Officer of the Company[Tenure of office as July
2015 Representative Director and Executive Vice President in
Director at the closing
charge of technology of the Companyof this GeneralJuly2017 Representative Director and Chairman of the Company
Meeting of(current position)
Shareholders][Significant
concurrent
positions]
9 years
・Chairman of The Japan Civil engineering Consultants Association

26,324[Attendance at theBoard of Directors
meetings]
15/15 meetings(100%)[Reasons for selection as a candidate for Director]
Mr. Noboru Takano has been engaged in the management of the Company as Director since June 2011, and is appropriately
fulfilling these duties and responsibilities. Additionally, after serving as Representative Director and Executive Vice President(in charge of technology and Director General of Domestic Consulting Operations), he currently serves as Representative
Director and Chairman and is appropriately fulfilling his duties in supervision and promotion of overall management of theCompany Group based on his wealth of experience and achievements gained mainly in the field of Domestic Consulting
Operations. Due to the above, the Company has continued to designate him as a candidate for Director.

-4-

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April
June

1976 Joined the Company
2008 Deputy Director General of International Consulting

June
June

2010 Director and Executive Officer of the Company
2012 Director and Managing Executive Officer of theJuly2012 General Manager of Business Promotion Headquarters of

Number ofshares of theCompany held

Operations of the Company

Company
the Company
Akira Mizukoshi
September(September 30, 1950)

22014 Director and Senior Managing Executive Officer of theCompany
Director General of Corporate Headquarters and Director[Reelection]
General of Business Promotion Headquarters of theCompany[Tenure of office as October
2014 Director General of Corporate Headquarters of the
Director at the closing
Companyof this GeneralJuly2015 Director and Executive Vice President in charge of Head
Meeting ofOffice of the Company
Shareholders]February
2016
Director and Executive Vice President in charge of Head
10 years
Office and IR of the Company
September
2016
Representative Director and Executive Vice President[Attendance at the
July
2017
Director and Vice Chairman of the Company (current
Board of Directors
meetings]
position)
15/15 meetings[Significant concurrent positions](100%)
None

15,066[Reasons for selection as a candidate for Director]
Mr. Akira Mizukoshi has been engaged in the management of the Company as Director since June 2010, and is appropriately
fulfilling these duties and responsibilities. Additionally, after serving as Director General of Business Promotion Headquarters,
Director General of Corporate Headquarters and Representative Director and Executive Vice President, he currently serves as
Director and Vice Chairman and is appropriately fulfilling his role in promotion of management and improvement of value of
the Company Group. Due to the above, the Company has continued to designate him as a candidate for Director.

-5-

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April
July

3

Number ofshares of theCompany held

1977 Joined the Company
2008 Deputy Director General of Corporate Headquarters andGeneral Manager of Corporate Planning Department of
the Company
June2009 Director and Executive Officer of the Company
Director General of Corporate Headquarters and General
Manager of Corporate Planning Department of theCompany
Ryuichi ArimotoJune
2011 Director General of Corporate Headquarters and General(November 27, 1952)
Manager of Personnel & General Affairs Department of
the Company[Reelection]June
2012 Director and Managing Executive Officer of theCompany[Tenure of office asJuly2012 Director General of Corporate Headquarters and General
Director at the closing
Manager of Personnel Department of the Companyof this General
September
2014
Representative Director and President of the Company
Meeting of(current position)
Shareholders][Significant
concurrent
positions]
11 years
・Chairman of the Engineering and Consulting Firms Association, Japan

23,824[Attendance at theBoard of Directors
meetings]
15/15 meetings(100%)[Reasons for selection as a candidate for Director]
Mr. Ryuichi Arimoto has been engaged in the management of the Company as Director since June 2009, and is appropriately
fulfilling these duties and responsibilities. Additionally, after serving as Director General of Corporate Headquarters, he iscurrently tasked with management of the Company Group as Representative Director and President. The Company has judgedthat his insights, based on a wealth of operational experience in overall management and achievements from leading the Group
with strong leadership and decision-making are suitable for the advancement of the management and strengthening of corporate
governance of the Company Group. Due to the above, the Company has continued to designate him as a candidate for Director.

-6-

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April
June

4

Number ofshares of theCompany held

1979 Joined the Company
2010 Executive Officer of the Company

Deputy Director General of Power Engineering Operations(in charge of electromechanical consultation and new
businesses) of the Company
June2012 Director and Executive Officer of the Company
Acting Director General of Power Engineering Operationsand General Manager of Fukushima Works of theCompany
2013 Director General of Power Engineering Operations of the
Hiroyuki Akiyoshi June
(March 11, 1956)
Company
July
2015 Director and Managing Executive Officer of the Company[Reelection]
July
2016 Director and Senior Managing Executive Officer of theCompany[Tenure of office as July
2017 Representative Director and Senior Managing Executive
Director at the closing
Officer of the Companyof this General
April
2018 Director General of Power Engineering Operations in
Meeting of
charge of energy business of the Company
Shareholders]
July
2018
In charge of energy business and power engineering of the
8 years
Company
July
2019
Representative Director and Executive Vice President of[Attendance at the
the Company (current position)
Board of Directors
July2020 Director General of Energy Headquarters of the Company
meetings]
15/15 meetings(current position)(100%)[Significant concurrent positions]None

18,561[Reasons for selection as a candidate for Director]
Mr. Hiroyuki Akiyoshi has been engaged in the management of the Company as Director since June 2012, and is appropriately
fulfilling these duties and responsibilities. Additionally, after serving as Director General of Power Engineering Operations, hecurrently serves as Representative Director and Executive Vice President (Director General of Energy Headquarters), and isfulfilling his duties of further enriching the energy business of the Company Group responding to reform of the electric powersystem. Due to the above, the Company has continued to designate him as a candidate for Director.

-7-

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April
July

1979 Joined the Company
2010 Acting General Manager of Global Strategy Office of theJune2012 Executive Officer of the Company

Number ofshares of theCompany held

Company

5

Deputy Director General of International Consulting
Operations of the Company
October
2015 Director General of Global Strategy Headquarters andGeneral Manager of Strategy Development Office of theCompany
Takayasu Tsuyusaki
July
2016 Managing Executive Officer of the Company(February 10, 1956)
May
2017 Director General of Global Strategy Headquarters, General
Manager of Business Development Office and General[Reelection]
Manager of Singapore Office of the Company[Tenure of office as September 2017 Director and Managing Executive Officer of the Company
2018 Director General of Global Strategy Headquarters of the
Director at the closing Julyof this GeneralCompany
Meeting ofNovember 2018 Director General of Global Strategy Headquarters andShareholders]
General Manager of Business Development Office of the
3 years
Company
July
2019 Director and Senior Managing Executive Officer of the[Attendance at theCompany (current position)
Board of Directors
July2020 Director General of Business Promotion Headquarters ofmeetings]
the Company (current position)
15/15 meetings[Significant
concurrent
positions](100%)
None

9,362[Reasons for selection as a candidate for Director]
Mr. Takayasu Tsuyusaki has been engaged in the management of the Company as Director since September 2017 and isappropriately fulfilling these duties and responsibilities. Additionally, after serving as Director General of Global Strategy
Headquarters, he currently serves as Director and Senior Managing Executive Officer (Director General of Business Promotion
Headquarters) and is fulfilling his duty in enriching new businesses for global expansion of the Company Group. Due to theabove, the Company has continued to designate him as a candidate for Director.

-8-

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April
April

6

Number ofshares of theCompany held

1982 Joined the Company
2010 Deputy Senior General

Manager of Infrastructure
Development Division and General Manager of Energy
Development Department, International Consulting
Operations of the Company
April2011 Deputy Senior General Manager of Environmental
Solution Division, International Consulting Operations of
the Company
July2012 Senior General Manager of Environmental Solution
Haruhiko Kanai
Division, International Consulting Operations of the(March 1, 1958)
Company
September 2014 Executive Officer of the Company[Reelection]
Acting Senior General Manager of Asian Regional
Division, International Consulting Operations of the[Tenure of office as
Company
Director at the closing October
2015 Deputy Director General of International Consultingof this General
Operations and Senior General Manager of Water
Meeting ofResources Division of the Company
Shareholders]July
2016 Acting Director General of International Consulting
3 years
Operations of the Company
July
2017
Managing Executive Officer of the Company[Attendance at the
Director General of International Consulting Operations ofBoard of Directors
the Company
meetings]
September
2017
Director and Managing Executive Officer of the Company
15/15 meetings
July
2019 Director and Senior Managing Executive Officer of the(100%)
Company (current position)
September 2019 In charge of Technology Headquarters and Director
General of International Consulting Operations of theCompany
July
2020 Acting Director General of Consulting Operations
Headquarters of the Company (current position)[Significant concurrent positions]
None

6,662

[Reasons for selection as a candidate for Director]
Mr. Haruhiko Kanai has been engaged in the management of the Company as Director since September 2017 and isappropriately fulfilling these duties and responsibilities. Additionally, after being in charge of Technology Headquarters andserving as Director General of International Consulting Operations, he currently serves as Director and Senior Managing
Executive Officer (Acting Director General of Consulting Operations Headquarters) and is fulfilling his duty in the global
expansion of consulting operations of the Company Group. Due to the above, the Company has continued to designate him asa candidate for Director.

-9-

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April
July

1985 Joined the Company
2010 Senior General Manager of Land Conservation Division,

April

2011 Senior General Manager of Watershed Management &Number ofshares of theCompany held

Domestic Consulting Operations of the Company

7

Disaster Prevention Division, Domestic Consulting
Operations of the Company
July
2013 General Manager of Sendai Branch Office of Domestic
Consulting Operations of the Company
July2015 Executive Officer of the Company
February
2016 Deputy Director General of Domestic Consulting
Operations, General Manager of Business Planning OfficeHiroaki Shinya
and General Manager of Tokyo Branch Office of the(May 28, 1960)
Company
July
2016
Acting Director General of Domestic Consulting[Reelection]
Operations, General Manager of Business Planning Officeand General Manager of Tokyo Branch Office, Domestic[Tenure of office as
Consulting Operations of the Company
Director at the closing
July2017 Director General of Domestic Consulting Operations ofof this General
Meeting of
the Company
Shareholders]
September 2017 Director and Executive Officer of the Company
3 yearsJuly
2018 Director and Managing Executive Officer of theCompany[Attendance at the July
2020 Director and Senior Managing Executive Officer of theBoard of Directors
Company (current position)
meetings]
Director General of Consulting Operations Headquarters
15/15 meetingsin charge of urban & spatial development business of the(100%)
Company (current position)[Significant concurrent positions]
None

6,593

[Reasons for selection as a candidate for Director]
Mr. Hiroaki Shinya has been engaged in the management of the Company as Director since September 2017 and isappropriately fulfilling these duties and responsibilities. Additionally, after serving as Director General of Domestic
Consulting Operations, he currently serves as Director and Senior Managing Executive Officer (Director General of Consulting
Operations Headquarters in charge of urban & spatial development business) and is fulfilling his duty in the future expansionof the consulting business of the Company Group, as well as management and control of the overall business. Due to theabove, the Company has continued to designate him as a candidate for Director.

- 10 -

No.

Name(Date of birth)

Past experience, positions and responsibilities
April
July

1985 Joined the Company
2010 General Manager of Logistics & Operations Department

October

2014 Acting Senior General Manager of Global Support

Number ofshares of theCompany heldof International Consulting Operations of the Company

8

Division and General Manager of Compliance Office,International Consulting Operations of the Company
October
2015 Acting General Manager of Corporate Planning
Department and General Manager of International GroupManagement Office, Corporate Headquarters of theCompany
October
2016
Acting Director General of Corporate Headquarters andYasushi Hirusaki
General Manager of Corporate Planning Department of(May 18, 1962)
the Company
July
2017
Executive Officer in charge of IR and Director General of[Reelection]
Corporate Headquarters and General Manager of
Personnel Department of the Company[Tenure of office as
Director at the closing September 2017 Director and Executive Officer of the Company
October
2018 In charge of IR and Director General of Corporateof this General
Meeting of
Headquarters, General Manager of Personnel Department
Shareholders]and General Manager of the 75th Anniversary Secretarial
3 years
Office of the Company
July2020 Director and Managing Executive Officer of the[Attendance at theCompany (current position)
Board of Directors
In charge of IR and Director General of Corporate
meetings]
Management Headquarters, and General Manager of the
15/15 meetings
75th Anniversary Secretarial Office of the Company(100%)(current position)[Significant concurrent positions]
None

5,184

[Reasons for selection as a candidate for Director]
Mr. Yasushi Hirusaki has been engaged in the management of the Company as Director since September 2017 and isappropriately fulfilling these duties and responsibilities. Additionally, he currently serves as Director and Managing Executive
Officer (concurrently being in charge of IR, Director General of Corporate Management Headquarters, and General Managerof the 75th Anniversary Secretarial Office) and is appropriately fulfilling his duty in management and control of the entire
Company Group. Due to the above, the Company has continued to designate him as a candidate for Director.

- 11 -

No.

Name(Date of birth)

Past experience, positions and responsibilities
April
May

1970 Joined The Mitsubishi Bank, Ltd.
1993 General Manager of Singapore Branch of The Mitsubishi

June

1996 General Manager of Industrial Research Department ofJanuary

1997 General Manager of Sales Screening Department of The

June

1999 Senior Executive Director of The Resolution and

June
June

2001 Senior Executive Director of Chiyoda Corporation
2004 Representative Director and Managing Director of

April

2010 Representative Director and Executive Vice President of

June
September2014 Outside Corporate Auditor of The Hyakugo Bank, Ltd.
2014 Outside Director of the Company (current position)

Number ofshares of theCompany held

Bank, Ltd.
The Bank of Tokyo-Mitsubishi, Ltd.
Bank of Tokyo-Mitsubishi, Ltd.
Hiizu Ichikawa(December 8, 1946)[Reelection][Outside Director][Independent]

9Collection Corporation

Mitsubishi Motors Corporation
Mitsubishi Motors Corporation

2,300[Tenure of office as [Significant concurrent positions]
Director at the closing Noneof this General
Meeting of
Shareholders]
6 years[Attendance at theBoard of Directors
meetings]
15/15 meetings(100%)[Reasons for selection as a candidate for Outside Director]
Mr. Hiizu Ichikawa has experience in serving as General Manager of the Sales Screening Department of The Bank of TokyoMitsubishi, Ltd. (currently MUFG Bank, Ltd.), in addition to Senior Executive Director of The Resolution and Collection
Corporation, Senior Executive Director of Chiyoda Corporation, and Representative Director, Executive Vice President of
Mitsubishi Motors Corporation, and Outside Corporate Auditor of The Hyakugo Bank, Ltd. As Outside Director of theCompany since September 2014, he has been monitoring the management of the Company Group from an objective viewpoint
and wide perspective based on a wealth of experience as a manager, and the Company has judged that in the future, while
increasing transparency of the Board of Directors of the Company, he is suitable to work toward strengthening corporate
governance. Due to the above, the Company has continued to designate him as a candidate for Outside Director.

- 12 -

No.

Name(Date of birth)

Past experience, positions and responsibilities
April
August1970 Joined Ministry of International Trade and Industry
2003 Commissioner of Agency for Natural Resources andJune

2004 Vice-Minister for International Affairs of Ministry ofJune2007 President of Japan Cooperation Center for the Middle

February
OctoberApril

2008 Special Advisor to the Cabinet
2009 Senior Vice President of Mitsubishi Electric Corporation2011 Visiting Professor of Graduate School of Public Policy,

January

2013 President of The Foundation for International Trade andApril

2013 Chairman of Japan Economic Foundation (current

September2015 Outside Director of the Company (current position)

Number ofshares of theCompany held

Energy, Ministry of Economy, Trade and Industry
Economy, Trade and Industry
East

Kazumasa Kusaka(January 23, 1948)

The University of Tokyo (current position)
Industrial Co-operation[Reelection][Outside Director]

position)

5,600[Independent][Significant concurrent positions]
・Visiting Professor of Graduate School of Public Policy, The University of[Tenure of office as
Tokyo
10 Director at the closing
・Chairman of Japan Economic Foundationof this General
Meeting of
Shareholders]
5 years[Attendance at theBoard of Directors
meetings]
15/15 meetings(100%)[Reasons for selection as a candidate for Outside Director]
Mr. Kazumasa Kusaka has experience in serving as Vice-Minister for International Affairs of the Ministry of Economy, Tradeand Industry, in addition to President of the Japan Cooperation Center for the Middle East, Special Advisor to the Cabinet,
Senior Vice President of the Mitsubishi Electric Corporation, and President of The Foundation for International Trade andIndustrial Co-operation, and as Outside Director of the Company since September 2015, he has been monitoring themanagement of the Company Group from an objective viewpoint and wide perspective based on a wealth of experience andknowledge as a manager at the Ministry of Economy, Trade and Industry, etc. and the Company has judged that in the future,
while increasing transparency of the Board of Directors of the Company, he is suitable to work toward strengthening corporate
governance. Due to the above, the Company has continued to designate him as a candidate for Outside Director.

- 13 -

No.

Name(Date of birth)

Past experience, positions and responsibilities
January

1991 General Manager of Planning & Marketing Department ofNovember

1997 General Manager of Project Division Two of Koei

April

2006 General Manager of Evaluation Unit of International

Number ofshares of theCompany held

System Science Consultants Co., Ltd.
Research Institute International Corp.

11

Development Center of Japan, an Incorporated
Foundation
April
2010 Executive Director of International Development Centerof Japan, a General Incorporated Foundation
April
2010 General Manager of Evaluation Unit of International
Development Center of Japan Inc.
June
2015 Director of The Japan-Nepal Society (current position)
July
2015 Director of International Development Center of Japan, aGeneral Incorporated Foundation (current position)
Yoko Ishida
October
2015 Professor of Center for the Study of International(September 2, 1957)
Cooperation in Education, Hiroshima University (current
position)[New appointment] April
2016 Cooperating Teacher of Department of Educational
Development and Cultural and Regional Studies,[Outside Director]
Graduate School for International Development andCooperation, Hiroshima University[Independent]
April2017 Deputy Executive Director of Hiroshima University(current position)
November 2017 Director of The Japan Society for International
Development (current position)
November 2018 Vice President and Executive Director of The Japan
Evaluation Society (current position)
April
2020 In charge of International Education Development
Program, Division of Educational Sciences, Graduate
School of Humanities and Social Sciences, Hiroshima
University (current position)[Significant concurrent positions]・Professor of Center for the Study of International Cooperation in
Education, Hiroshima University
・Deputy Executive Director of Hiroshima University[Reasons for selection as a candidate for Outside Director]
In addition to Ms. Ishida Yoko’s wealth of experience cultivated through the social development and business evaluation ofinternational cooperation projects at the International Development Center of Japan, etc., she can utilize her extensive insightfrom the pursuit of the integration of academics and practical application as a professor at the Center for the Study ofInternational Cooperation in Education at Hiroshima University. Therefore, the Company believes that she can increase thesoundness and transparency of the Board of Directors via a perspective independent from the management team, and provide
constructive suggestions from a female viewpoint. Due to the above, the Company has newly designated her as a candidate
for Outside Director. Although she has not previously been directly involved in the management of companies, for the reasonsstated above, the Company has judged that she will be able to appropriately fulfill her duties as an Outside Director.

- 14 -

Proposal 2:

Election of 1 Substitute Audit & Supervisory Board Member

The effect of election of Substitute Audit & Supervisory Board Member Mr. Hideaki Sudo, who was elected at
the 75th Annual General Meeting of Shareholders held on September 26, 2019 shall expire at the beginning of this
General Meeting of Shareholders. In preparation for a shortage in the number of Audit & Supervisory Board
Members stipulated in the laws and regulations, the election of 1 Substitute Audit & Supervisory Board Member
is proposed.
The Audit & Supervisory Board has previously given its approval to this proposal.
The candidate is as follows:
Name(Date of birth)

Past experience and positions
April

1984 Registered in bar association (The Daini Tokyo Bar

September
March
April
June

1995 Registered as an attorney in New York1998 Partner at Asahi Law Offices (current position)2008 Director of Yamato Saiken Kanri Kaishu Co., Ltd.
2015 Outside Auditor of NEW COSMOS ELECTRIC CO.,June

2019 Outside Corporate Auditor of Sumitomo Bakelite Co., Ltd.

Number ofshares of theCompany held

Association)

LTD. (current position)
0

Kazuhiko Yamagishi(current position)(April 19, 1956) [Significant concurrent positions][Outside Member][Independent]

・Partner at Asahi Law Offices
・Outside Auditor of NEW COSMOS ELECTRIC CO., LTD.
・Outside Corporate Auditor of Sumitomo Bakelite Co., Ltd.

[Reasons for selection as a candidate for Substitute Outside Audit & Supervisory Board Member]
Mr. Kazuhiko Yamagishi possesses specialized knowledge regarding overall law including corporate law as an attorney, andthe Company has judged that he can appropriately audit the execution of duties by Directors from an objective and fairstandpoint. Due to the above, the Company has designated him as a candidate for Substitute Audit & Supervisory Board
Member.
(Notes)1.
2.

There are no special interests between the candidate for Substitute Audit & Supervisory Board Member and the Company.
Mr. Kazuhiko Yamagishi(1) Mr. Kazuhiko Yamagishi is a candidate for Substitute Outside Audit & Supervisory Board Member.
(2) Mr. Kazuhiko Yamagishi satisfies the prerequisites for independent officer stipulated by the Tokyo Stock Exchange, andthe Company will submit an Independent Directors/Auditors Notification if he assumes office as Audit & Supervisory
Board Member.
(3) Liability limitation agreement
The Company has concluded a liability limitation agreement in accordance with the Companies Act with each of its
Outside Audit & Supervisory Board Members. Under these agreements, the limitation of damage liability of each
Outside Audit & Supervisory Board Member shall be the larger of ¥6 million or the minimum liability amount stipulatedby the Companies Act, if such Outside Audit & Supervisory Board Member has performed his or her duties in goodfaith and without gross negligence. If Mr. Kazuhiko Yamagishi assumes office as Audit & Supervisory Board Member,the Company intends to conclude an aforementioned agreement with him as an Outside Audit & Supervisory Board
Member.

- 15 -

Proposal 3:

Revision of Compensation Amount for Directors

Regarding the amount of monetary compensation for Directors of the Company, at the 62nd Annual General
Meeting of Shareholders held on June 28, 2007, the amount of compensation for Directors excluding Outside
Directors was approved as “not exceeding an annual amount of ¥465 million.” In addition, at the 70th Annual
General Meeting of Shareholders held on September 25, 2014, the amount of compensation for Outside Directors
was approved as “not exceeding an annual amount of ¥30 million.”
As stated in Proposal 1, in order to further strengthen the corporate governance structure, the Company
proposes to increase the number of Outside Directors by one. Accordingly, in order to respond to changes in theenvironment surrounding Outside Directors, the Company proposes that only the amount of compensation for
Outside Directors be revised to “not exceeding an annual amount of ¥45 million.”
The compensation amount for Directors excluding Outside Directors shall remain unchanged (within ¥465
million per year).
As per current practice, the compensation amount for Directors shall not include the employee salary for
Directors who concurrently serve as employees.
The Company currently has a total 10 Directors (including 2 Outside Directors), and if Proposal 1 is approved
as originally proposed, the Company will have a total of 11 Directors (including 3 Outside Directors).

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