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, 2021
To Shareholders with Voting Rights:
Hiroaki Shinya
Representative Director and President
NIPPON KOEI CO., LTD.
4, Kojimachi 5-chome, Chiyoda-ku, Tokyo, JapanNOTICE OF
THE 77TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
The 77th Annual General Meeting of Shareholders of NIPPON KOEI CO., LTD. (the “Company”) 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, as muchas possible, we request all shareholders to exercise your voting rights beforehand via the Internet or in writing, andmake careful judgments including about whether you should refrain from attending the meeting on the day,regardless of your health condition.
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise yourvoting rights by 5:30 p.m. on Tuesday, September 28, 2021, Japan time.
1. Date and Time:
2. Place:

Wednesday, September 29, 2021 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

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements andNonconsolidated Financial Statements for the Company’s 77th Fiscal Year
(July 1, 2020 - June 30, 2021)
2. Results of audits by the Accounting Auditor and the Audit & Supervisory
Board of the Consolidated Financial Statements
Proposals to be resolved:
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of 11 Directors
Proposal 3:
Election of 1 Audit & Supervisory Board Member
Proposal 4:
Election of 1 Substitute Audit & Supervisory Board Member(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:

Partial Amendments to the Articles of Incorporation

1. Reasons for the Proposal
The convener and the chairman of the General Meeting of Shareholders of the Company is currently stipulated
as the President of the Company. In order to enable non-executive Directors to take on these roles from theperspectives of allowing for more flexible operation of the General Meeting of Shareholders and advancing theseparation of business execution and management supervision, the Company proposes to amend the provision on
the convener and the chairman of the General Meeting of Shareholders.
2. Details of the Amendments
The details of the amendments are as follows:(Underlined sections indicate proposed amendments.)
Proposed Amendments
Chapter 3. General Meeting of Shareholders

Current Articles of Incorporation
Chapter 3. General Meeting of Shareholders
Article 13. Convener and the Chairman
1. Unless otherwise prescribed by law, the General
Meeting of Shareholders shall be convened by the
President of the Company in accordance with aresolution of the Board of Directors, and thePresident of the Company shall act as the chairmanof the meeting.
2. Should the President of the Company be unable toact as the convener and the chairman at the General
Meeting of Shareholders, another Director,
designated in the order previously determined by aresolution of the Board of Directors, shall act as theconvener and the chairman.

Article 13. Convener and the Chairman
1. Unless otherwise prescribed by law, the convener
and the chairman of the General Meeting of
Shareholders shall be determined by a resolution of
the Board of Directors in advance.

(Omitted)(Omitted)

2. Should the convener and the chairman be unable toact as the convener and the chairman at the General
Meeting of Shareholders, another Director,
designated in the order previously determined by aresolution of the Board of Directors, shall act as theconvener and the chairman.

-2-

Proposal 2:

Election of 11 Directors

The terms of office of 11 Directors will expire at the conclusion of this General Meeting of Shareholders.
Accordingly, the election of 11 Directors, inclusive of 3 Outside Directors, is proposed.
The candidates are as follows:

No.

1
2
3
4
5
6
7

8
9
10
11

[Reelection][Male][Reelection][Male][Reelection][Male][Reelection][Male][Reelection][Male][Reelection][Male][New
appointment][Male][New
appointment][Male][Reelection][Male][Reelection][Male][Reelection][Female]Attendance atmeetings of theBoard of Directors
during the fiscal
year under review
16/16 meetings(100%)

Name

Current position at theCompany

Ryuichi Arimoto

Director and Chairman

Hiroaki Shinya

Representative Director andPresident

16/16 meetings(100%)

Hiroyuki Akiyoshi

Representative Director andExecutive Vice President

16/16 meetings(100%)

Takayasu Tsuyusaki

Director andExecutive Vice President
Representative Director andSenior Managing Executive
Officer
Director and Managing
Executive Officer

16/16 meetings(100%)

Noriaki Yoshida

Managing Executive Officer―

Tomohisa Fukuoka

Managing Executive Officer―

Director

16/16 meetings(100%)

Director

16/16 meetings(100%)

Director

12/12 meetings(100%)

Haruhiko Kanai
Yasushi Hirusaki

Hiizu Ichikawa
Kazumasa Kusaka
Yoko Ishida[Outside Director][Independent Officer][Outside Director][Independent Officer][Outside Director][Independent Officer]-3-

16/16 meetings(100%)
16/16 meetings(100%)

(Notes)1.
2.

3.

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 sevenyears at the closing of this General Meeting of Shareholders. Mr. Kazumasa Kusaka 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. Ms. Yoko Ishida currently serves as an Outside Director of the Company, and the tenure of office as
Director will be one year at the closing of this General Meeting of Shareholders.
(2) The Company has designated Messrs. Hiizu Ichikawa and Kazumasa Kusaka, and Ms. Yoko Ishida as independent
officers as stipulated by the Tokyo Stock Exchange and notified the Exchange to that effect.
(3) The attendance of Ms. Yoko Ishida stated above only covers meetings of the Board of Directors held after she waselected as an Outside Director at the 76th Annual General Meeting of Shareholders on September 29, 2020
(4) 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.
The Company intends to continue the same agreement with Messrs. Hiizu Ichikawa and Kazumasa Kusaka, and Ms.
Yoko Ishida if their elections are approved.
In order to secure excellent human resources and to prevent the loss of confidence in the execution of duties, based on a
resolution of the Board of Directors, the Company has concluded a directors and officers liability insurance (D&O Insurance)
agreement as stipulated in Article 430-3, Paragraph 1 of the Companies Act with an insurance company, under which
Directors, Audit & Supervisory Board Members, Executive Officers, and employees in management positions (limited tothose appointed as important employees under the Companies Act) of the Company and its subsidiaries are insured.
Under this insurance agreement, the insurance covers damages and legal expenses to be borne by the insured parties in theevent of a claim for damages arising from acts (including a failure to act) committed by the insured parties in the course of
executing their duties. However, there are certain exemptions to ensure the appropriateness of the execution of duties by the
insured parties; for example, no coverage is provided if an insured party has committed an act with the knowledge that suchact is in violation of laws and regulations.
The insurance premiums pertaining to this insurance agreement are fully borne by the Company.
If the election of each candidate is approved and each candidate assumes the office of Director or Outside Director, they will
become insured parties under this insurance agreement. In addition, the Company intends to renew this insurance agreement
during their terms of office.

-4-

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April
July

1

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
July
2021
Director and Chairman of the Company (current position)
Shareholders][Significant
concurrent
positions]
12 years
・Chairman of the Engineering and Consulting Firms Association, Japan

26,157[Attendance at theBoard of Directors
meetings]
16/16 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, he was tasked with management of the Company as Representative
Director and President, and has achieved great results in global expansion of the Company Group and enhancement of its
corporate value by leveraging management capabilities with foresight. Based on his deep insight into corporate management,
he is currently tasked with management supervision as Chairman, while appropriately running Board of Directors meetings as
Chairman of the Board of Directors to advance the separation of business execution and management supervision, andcontributing to the Company’s governance as Chairman of the Nominating and Compensation Advisory Committee, and theCompany has judged that he will continue fulfilling appropriate duties in enhancing the long-term corporate value of theCompany. 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
April

2

Number ofshares of theCompany held

1985 Joined the Company
2011 Senior General Manager of Watershed Management &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 Officeand General Manager of Tokyo Branch Office of theCompany
Hiroaki Shinya
July
2016
Acting Director General of Domestic Consulting(May 28, 1960)
Operations, General Manager of Business Planning Officeand General Manager of Tokyo Branch Office, Domestic[Reelection]
Consulting Operations of the Company
July
2017
Director General of Domestic Consulting Operations of[Tenure of office as
the Company
Director at the closing
September 2017 Director and Executive Officer of the Companyof this General
Meeting ofJuly
2018 Director and Managing Executive Officer of the
Shareholders]Company
4 yearsJuly
2020 Director and Senior Managing Executive Officer of theCompany[Attendance at the
Director General of Consulting Operations Headquarters
Board of Directors
in charge of urban & spatial development business of themeetings]
Company
16/16 meetings
July2021 Representative Director and President of the Company(100%)(current position)[Significant concurrent positions]
None

8,659

[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, he has responded to clients with extensive expertise andintegrity, and after serving as Director General of Domestic Consulting Operations and Director General of Consulting
Operations Headquarters, he is currently leading the Company Group as Representative Director and President with strong
leadership and decision-making capacity. The Company has judged that his achievements and insights, based on a wealth ofoperational experience in overall management, are suitable for the advancement of the Group management and strengtheningof corporate governance. 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

3

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 consultationand 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
June2013 Director General of Power Engineering Operations of the
Hiroyuki Akiyoshi
Company(March 11, 1956)
July
2015 Director and Managing Executive Officer of theCompany[Reelection]
July
2016 Director and Senior Managing Executive Officer of theCompany[Tenure of office as2017 Representative Director and Senior Managing Executive
Director at the closing Julyof this General
Officer of the Company
Meeting of
April
2018 Director General of Power Engineering Operations in
Shareholders]charge of energy business of the Company
9 yearsJuly
2018 In charge of energy business and power engineering of theCompany[Attendance at the July
2019 Representative Director and Executive Vice President ofBoard of Directors
the Company (current position)
meetings]
July2020 Director General of Energy Headquarters of the Company
16/16 meetings(current position)(100%)[Significant concurrent positions]None21,277[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

Company4

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
July
2016 Managing Executive Officer of the Company
Takayasu Tsuyusaki May
2017 Director General of Global Strategy Headquarters,(February 10, 1956)
General Manager of Business Development Office andGeneral Manager of Singapore Office of the Company[Reelection]
September 2017 Director and Managing Executive Officer of theCompany[Tenure of office as July
2018 Director General of Global Strategy Headquarters of the
Director at the closing
Companyof this GeneralNovember 2018 Director General of Global Strategy Headquarters andMeeting ofGeneral Manager of Business Development Office of the
Shareholders]Company
4 years
July
2019 Director and Senior Managing Executive Officer of theCompany[Attendance at the2020 Director General of Business Promotion Headquarters ofBoard of Directors July
the Company (current position)
meetings]
16/16 meetings
July2021 Director and Executive Vice President of the Company(100%)(current position)[Significant concurrent positions]None

11,028[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 Executive Vice President (Director General of Business Promotion
Headquarters) and is appropriately fulfilling his duties in enriching new businesses for global expansion of the Company Group.
Due to the above, 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

5

Number ofshares of theCompany held

1982 Joined the Company
2011 Deputy Senior General Manager of Environmental

Solution Division, International Consulting Operations of
the Company
July2012 Senior General Manager of Environmental Solution
Division, International Consulting Operations of theCompany
September 2014 Executive Officer of the Company
Acting Senior General Manager of Asian Regional
Division, International Consulting Operations of theCompany
October
2015 Deputy Director General of International Consulting
Operations and Senior General Manager of Water
Haruhiko Kanai
Resources Division of the Company(March 1, 1958)
July
2016 Acting Director General of International Consulting
Operations of the Company[Reelection]
July
2017 Managing Executive Officer of the Company
Director General of International Consulting Operations[Tenure of office asof the Company
Director at the closing
September 2017 Director and Managing Executive Officer of theof this GeneralCompany
Meeting ofJuly2019 Director and Senior Managing Executive Officer of the
Shareholders]Company
4 years
September 2019 In charge of Technology Headquarters and Director
General of International Consulting Operations of the[Attendance at theCompany
Board of Directors
July2020 Acting Director General of Consulting Operations
meetings]
16/16 meetings
Headquarters of the Company(100%)
July
2021 Representative Director and Senior Managing Executive
Officer of the Company (current position)
Director General of Consulting Operations Headquartersof the Company (current position)[Significant concurrent positions]
None

8,828

[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 Representative Director and Senior
Managing Executive Officer (Director General of Consulting Operations Headquarters) and is appropriately fulfilling his
duties in the future expansion of consulting operations of the Company Group, as well as management and control of theoverall business. Due to the above, the Company has continued to designate him as a candidate for Director.

-9-

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

6

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
4 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
16/16 meetings
75th Anniversary Secretarial Office of the Company(100%)(current position)[Significant concurrent positions]
None

7,084

[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 duties 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.

- 10 -

No.

Name(Date of birth)

Past experience, positions and responsibilities
April
April

1980 Joined the Company
2010 General Manager of Sapporo Branch Office, Domestic

April2013 General Manager of Operations Planning Office,April

2014 Senior General Manager of Infrastructure Management

Number ofshares of theCompany held

Consulting Operations of the Company
Domestic Consulting Operations of the Company

7

Division, Domestic Consulting Operations of theCompany
September 2014 Executive Officer of the Company
April
2018 Deputy Director General of Domestic Consulting
Operations of the Company
July2019 Managing Executive Officer of the Company (current
Noriaki Yoshida
position)(January 15, 1958)
Senior General Manager of Urban & Spatial Development
Division of the Company[New appointment]July2020 Director General of Urban & Spatial Development
Headquarters of the Company (current position)[Significant concurrent positions]
None

4,400

[Reasons for selection as a candidate for Director]
Mr. Noriaki Yoshida has been engaged in execution of businesses of the Company as Executive Officer since September 2014
and is appropriately fulfilling these duties and responsibilities. Additionally, after serving as Senior General Manager ofInfrastructure Management Division, Domestic Consulting Operations and Deputy Director General of Domestic Consulting
Operations, he currently serves as Director General of Urban & Spatial Development Headquarters and is fulfilling his duties
in promoting the business expansion of the Company Group in its urban & spatial development business, including BDPHOLDINGS LIMITED and its subsidiaries which are under the umbrella of the said business. Due to the above, the Company
has designated him as a candidate for Director.

- 11 -

No.

Name(Date of birth)

Past experience, positions and responsibilities
April
May

8

Number ofshares of theCompany held

1988 Joined the Company
2009 General Manager of Airport and Port Department,

Transportation Division, Domestic Consulting Operationsof the Company
April2015 Deputy Senior General Manager of Transportation
Division and General Manager of Airport and Port
Department, Domestic Consulting Operations of theCompany
July
2017 Senior General Manager of Social Systems Division,
Domestic Consulting Operations of the Company
April
2018 Senior General Manager of Infrastructure Engineering
Division, Domestic Consulting Operations of theCompany
July
2018 Executive Officer of the Company
Tomohisa Fukuoka
July2020 Managing Executive Officer of the Company (current(June 5, 1963)
position)
Deputy Director General of Consulting Operations[New appointment]
Headquarters and Director General of Infrastructure
Engineering Operations of the Company
July2021 Deputy Director General of Consulting Operations
Headquarters of the Company (current position)[Significant concurrent positions]
None

2,100

[Reasons for selection as a candidate for Director]
Mr. Tomohisa Fukuoka has been engaged in execution of businesses of the Company as Executive Officer since July 2018 andis appropriately fulfilling these duties and responsibilities. Additionally, after serving as Senior General Manager of Social
Systems Division, Domestic Consulting Operations and Senior General Manager of Infrastructure Engineering Division,
Domestic Consulting Operations, he currently serves as Deputy Director General of Consulting Operations Headquarters andis fulfilling his duties in promoting the business expansion of the Company Group in its domestic consulting business. Dueto the above, the Company has designated him as a candidate for Director.

- 12 -

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

2,700[Tenure of office as [Significant concurrent positions]
Director at the closing Noneof this General
Meeting of
Shareholders]
7 years[Attendance at theBoard of Directors
meetings]
16/16 meetings(100%)[Reasons for selection as a candidate for Outside Director and roles expected to be fulfilled]
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 expects that in the future, while
increasing transparency of the Board of Directors of the Company, he will continue contributing to 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
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

Kazumasa Kusaka(January 23, 1948)

February
OctoberApril

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

January

2013 President of The Foundation for International Trade and[Outside Director]

April
SeptemberJuly

2013 Chairman of Japan Economic Foundation
2015 Outside Director of the Company (current position)
2021 Advisor of Japan Economic Foundation (current position)

Number ofshares of theCompany held

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

The University of Tokyo
Industrial Co-operation[Independent]

6,400

President of Institute for International Trade and[Tenure of office as
Investment (current position)
Director
at the closing
10[Significant concurrent positions]of this General
・President of Institute for International Trade and Investment
Meeting of
Shareholders]
6 years[Attendance at theBoard of Directors
meetings]
16/16 meetings(100%)[Reasons for selection as a candidate for Outside Director and roles expected to be fulfilled]
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 expects that in the future,
while increasing transparency of the Board of Directors of the Company, he will continue contributing to strengthening
corporate governance. Due to the above, the Company has continued to designate him as a candidate for Outside Director.

- 14 -

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.
Development Center of Japan, an Incorporated
Foundation
April
2010 Executive Director of International Development Centerof Japan, a General Incorporated Foundation
General Manager of Evaluation Unit of International
Development Center of Japan Inc.
June
2015 Director of The Japan-Nepal Society (current position)
Yoko Ishida2015 Director of International Development Center of Japan, a(September 2, 1957) July
General Incorporated Foundation (current position)[Reelection]
October
2015 Professor of Center for the Study of International
Cooperation in Education, Hiroshima University (current[Outside Director]
position)
April
2016 Cooperating Teacher of Department of Educational[Independent]
Development and Cultural and Regional Studies,
Graduate School for International Development and[Tenure of office as
Cooperation, Hiroshima University
Director at the closing April
2017 Deputy Executive Director of Hiroshima Universityof this General(current position)
Meeting ofNovember 2017 Director of The Japan Society for International
Shareholders]Development
1 year11
November 2018 Vice President and Executive Director of The Japan
Evaluation Society (current position)[Attendance at the2020 In charge of International Education Development
Board of Directors April
Program, Division of Educational Sciences, Graduate
meetings]
School of Humanities and Social Sciences, Hiroshima
12/12 meetings
University (current position)(100%)
September 2020 Outside Director of the Company (current position)
December2020 Auditor of The Japan Society for International
Development (current position)
April
2021 Director of Center for the Study of International
Cooperation in Education, Hiroshima University (current
position)[Significant concurrent positions]・Director / Professor of Center for the Study of International Cooperationin Education, Hiroshima University
・Deputy Executive Director of Hiroshima University

500[Reasons for selection as a candidate for Outside Director and roles expected to be fulfilled]
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 Director and professor at the Center for the
Study of International Cooperation in Education at Hiroshima University. Therefore, the Company expects that she willcontinue to increase the soundness 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
continued to designate her as a candidate for Outside Director. Although she has not previously been directly involved in the
management of companies, for the reasons stated above, the Company has judged that she will be able to appropriately fulfill
her duties as an Outside Director.

- 15 -

Proposal 3:

Election of 1 Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member Ms. Yoshiko Koizumi will expire at the conclusionof this General Meeting of Shareholders. Accordingly, the election of 1 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

Number ofshares of theCompany held

1972 Registered in bar association (The Daini Tokyo Bar

Association)
Joined Kikuchi Law and Patent Office
January
1980 Partner at Masuda & Ejiri Law Office (current Nishimura& Asahi)May
2000 Chair of Women Business Lawyers Committee, InterPacific Bar Association (IPBA)
August2003 Expert Member of Food Safety Commission of Japan
Yoshiko Koizumi
March2007 Auditor at Bosch Corporation(September 25, 1943) January
2008 Counsel at Nishimura & Asahi
May
2008 Councilor of the International Civil and Commercial Law[Reelection]
Centre Foundation
April
2009 Partner at City-Yuwa Partners (current position)[Outside Member]
October
2012 Deputy Chair of the Government Procurement Review
Board[Independent]
April2013 Director of the Japan Bar Association (current position)June
2015 Outside Director of Taiheiyo Cement Corporation (current[Tenure of office as
position)
Audit & Supervisory
Outside Director of Dowa Holdings Co., Ltd. (current
Board Member at theposition)
closing of this
June
2016
Outside Auditor of Sumitomo Bakelite Co., Ltd.
General Meeting of
September
2017
Outside Audit & Supervisory Board Member of the
Shareholders]Company (current position)
4 years[Significant concurrent positions][Attendance at the ・Partner at City-Yuwa Partners
Board of Directors ・Outside Director of Taiheiyo Cement Corporation
meetings]
・Outside Director of Dowa Holdings Co., Ltd.

0

16/16 meetings(100%)[Attendance at the
Audit & Supervisory
Board meetings]
17/17 meetings(100%)[Reasons for selection as a candidate for Outside Audit & Supervisory Board Member]Ms. Yoshiko Koizumi, as an attorney, possesses in-depth knowledge and practical experience in the field of compliance ingeneral as well as a wealth of experience in the international field, such as occupying an important post at the Inter-Pacific
Bar Association, etc. Additionally, as Outside Audit & Supervisory Board Member, she has provided a variety of advice on
the Company’s management and the execution of duties by Directors from the perspectives of legal compliance and corporate
governance. Based on the above, the Company has continued to designate her as a candidate for Outside Audit & Supervisory
Board Member.
While Ms. Yoshiko Koizumi has never been engaged in the management of companies in any way other than assuming theposition of an outside director or outside auditor, based on the reasons mentioned above the Company has judged that she will
be able to appropriately fulfill the duties of an Outside Audit & Supervisory Board Member of the Company.

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(Notes)1.
2.

3.

There are no special interests between Ms. Yoshiko Koizumi and the Company.
Ms. Yoshiko Koizumi(1) Ms. Yoshiko Koizumi is a candidate for Outside Audit & Supervisory Board Member. Ms. Yoshiko Koizumi currently
serves as an Outside Audit & Supervisory Board Member of the Company, and the tenure of office as Audit &Supervisory Board Member will be four years at the closing of this General Meeting of Shareholders.
(2) The Company has designated Ms. Yoshiko Koizumi as an independent officer as stipulated by the Tokyo Stock Exchange
and notified the Exchange to that effect.
(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.
The Company intends to continue the same agreement with Ms. Yoshiko Koizumi if her election is approved.
In order to secure excellent human resources and to prevent the loss of confidence in the execution of duties, based on a
resolution of the Board of Directors, the Company has concluded a directors and officers liability insurance (D&O Insurance)
agreement as stipulated in Article 430-3, Paragraph 1 of the Companies Act with an insurance company, under which
Directors, Audit & Supervisory Board Members, Executive Officers, and employees in management positions (limited tothose appointed as important employees under the Companies Act) of the Company and its subsidiaries are insured.
Under this insurance agreement, the insurance covers damages and legal expenses to be borne by the insured parties in theevent of a claim for damages arising from acts (including a failure to act) committed by the insured parties in the course of
executing their duties. However, there are certain exemptions to ensure the appropriateness of the execution of duties by the
insured parties; for example, no coverage is provided if an insured party has committed an act with the knowledge that suchact is in violation of laws and regulations.
The insurance premiums pertaining to this insurance agreement are fully borne by the Company.
If the election of Ms. Yoshiko Koizumi is approved and she assumes the office of Outside Audit & Supervisory Board Member,she will become an insured party under this insurance agreement. In addition, the Company intends to renew this insurance
agreement during her term of office.

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Proposal 4:

Election of 1 Substitute Audit & Supervisory Board Member

The effect of election of Substitute Audit & Supervisory Board Member Mr. Kazuhiko Yamagishi, who waselected at the 76th Annual General Meeting of Shareholders held on September 29, 2020 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.,

Number ofshares of theCompany held

Association)

LTD. (current position)0

Ltd. (current position)
Kazuhiko Yamagishi[Significant
concurrent
positions](April 19, 1956)

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

3.

There are no special interests between Mr. Kazuhiko Yamagishi 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 Outside Audit & Supervisory Board Member, the Company intends tonewly conclude an agreement containing the above contents.
In order to secure excellent human resources and to prevent the loss of confidence in the execution of duties, based on a
resolution of the Board of Directors, the Company has concluded a directors and officers liability insurance (D&O Insurance)
agreement as stipulated in Article 430-3, Paragraph 1 of the Companies Act with an insurance company, under which
Directors, Audit & Supervisory Board Members, Executive Officers, and employees in management positions (limited tothose appointed as important employees under the Companies Act) of the Company and its subsidiaries are insured.
Under this insurance agreement, the insurance covers damages and legal expenses to be borne by the insured parties in theevent of a claim for damages arising from acts (including a failure to act) committed by the insured parties in the course of
executing their duties. However, there are certain exemptions to ensure the appropriateness of the execution of duties by the
insured parties; for example, no coverage is provided if an insured party has committed an act with the knowledge that suchact is in violation of laws and regulations.
The insurance premiums pertaining to this insurance agreement are fully borne by the Company.
If Mr. Kazuhiko Yamagishi assumes the office of Outside Audit & Supervisory Board Member, he will become an insured
party under this insurance agreement. In addition, the Company intends to renew this insurance agreement at the time of next
renewal.

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