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 shall prevail.

Securities Code: 1945
June 7, 2023
To our shareholders:Toshiaki Majima
President
TOKYO ENERGY & SYSTEMS INC.
1-3-1 Nihonbashi Kayabacho, Chuo-ku, Tokyo

Notice of the 76th Annual General Meeting of Shareholders
We are pleased to announce the 76th Annual General Meeting of Shareholders of TOKYO ENERGY & SYSTEMS
INC. (the “Company”), which will be held as indicated below.
When convening this general meeting of shareholders, the Company takes measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which measuresfor providing information in electronic format will be taken) in electronic format, and posts this information as“Notice of the 76th Annual General Meeting of Shareholders” on each of the following websites. Please access eitherof the websites by using the internet address shown below to review the information.
The Company’s website:
https://www.qtes.co.jp/ir/ (in Japanese)
Website of Tokyo Stock Exchange, Inc. (TSE):
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)On the TSE website, enter and search the name or securities code of the Company in the issue search, select “Basic
information” and “Documents for public inspection/PR information,” and review the information.
Websites for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/1945/teiji/ (in Japanese)
Apart from attending the meeting on the day, you can exercise your voting rights in one of the methods listed
below. We request that you review the Reference Documents for the General Meeting of Shareholders andexercise your voting rights no later than 5:30 p.m. (JST) on June 28, 2023 (Wednesday).
[Exercising your voting rights via the Internet]
Please review the “Guide to Exercising Voting Rights” (in Japanese only) and enter your approval or disapproval foreach of the proposals by the deadline.
[Exercising your voting rights in writing (by postal mail)]
Please review the “Guide to Exercising Voting Rights” (in Japanese only), indicate your approval or disapproval foreach of the proposals on the Voting Rights Exercise Form and return it to arrive by the deadline.

-1-1. Date and time:
2. Venue:

Thursday, June 29, 2023, at 10:00 a.m. (JST)Banquet hall “Opal 17” on 17th floor of Main Tower, Shinagawa Prince Hotel
4-10-30 Takanawa, Minato-ku, Tokyo(please refer to the “General Meeting of Shareholders Venue Guide” at the end of thisdocument.)
3. Purposes of the Meeting:Items to be reported:
1. The Business Report and the Consolidated Financial Statements for the 76th fiscal year (from April 1, 2022,
to March 31, 2023), and the results of audits of the Consolidated Financial Statements by the Accounting
Auditor and the Audit and Supervisory Committee.
2. The Non-Consolidated Financial Statements for the 76th fiscal year (from April 1, 2022, to March 31, 2023)
Items to be resolved:
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Amendment to the Articles of Incorporation
Proposal No. 3:
Election of Seven Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 4:
Election of Four Directors Who Are Audit and Supervisory Committee Members
Proposal No. 5:
Election of an Accounting Auditor
Proposal No. 6:
Revision of Remuneration for Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)- When attending the meeting in person on the day, you are kindly requested to submit the Voting Rights Exercise Form to the reception
desk at the venue.
If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items before
and after the revisions will be posted on each website on the previous page.
- If any major change arises in operating the General Meeting of Shareholders due to future circumstances, the Company will notify thechange on its website (https://www.qtes.co.jp/ir/) (in Japanese).

-2-Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1:

Appropriation of Surplus

The Company takes a medium to long-term perspective with a basic policy to maintain stable dividends and pays
dividends after comprehensive consideration of matters such as performance, the state of internal reserves andpreparations for future business developments.
In respect of the year-end dividend for the fiscal year under review, the Company has decided from the perspectiveof the above policy and to focus on return of profits to our shareholders to pay an ordinary dividend of ¥15 per shareand an extraordinary dividend of ¥5 for a total of ¥20 per share.
Therefore, the dividend for the fiscal year under review, including the interim dividend, shall be ¥40 per share.
Matters concerning the year-end dividend(1) Type of dividend property
Cash(2) Allotment of dividend property to shareholders and their aggregate amount¥20 per common share of the Company
Total amount of dividends: ¥685,050,340(3) Effective date of distribution of dividends of surplus
June 30, 2023

-3-

Proposal No. 2:

Amendment to the Articles of Incorporation

1. Reasons for the proposal
To respond to expanding business domains in the future, the Company will add business objectives of Article 2(Objective) of the Current Articles of Incorporation.
With the addition of the business objectives, the Company will re-number the items.
2. Details of amendments
Details of amendments are as follows:(Underlines indicate amendments.)
Proposed Amendments

Current Articles of Incorporation(Objective)
Article 2: The Company’s objective shall be to engage inthe following businesses.
1. Designing and construction of power
stations, substations, transmission anddistribution facilities, and general electricfacilities
2. Designing and construction of
telecommunications facilities
3. Designing and construction of chemicalmachinery, water treatment facilities, andother facilities
4. Planning and execution of civilengineering and construction works
5. Operation, maintenance, and managementof facilities relevant to each of theforegoing
6. Production, distribution, and rental ofmachinery tools, materials, and fuel7. Power supply business(Newly established)
8. Worker dispatch business9. Selling, buying, leasing out, andmanagement of real estate
10. Making an investment in other businesses
and acting as a company promoter
11. Any and all businesses relevant to each of
the foregoing(Objective)
Article 2: The Company’s objective shall be to engage inthe following businesses.
1. Designing and construction of power
stations, substations, transmission anddistribution facilities, and general electricfacilities
2. Designing and construction of
telecommunications facilities
3. Designing and construction of chemicalmachinery, water treatment facilities, andother facilities
4. Planning and execution of civil engineeringand construction works
5. Operation, maintenance, and management offacilities relevant to each of the foregoing

-4-

6.

Production, distribution, and rental ofmachinery tools, materials, and fuel7. Power supply business
8. Warehouse business
9. Worker dispatch business10. Selling, buying, leasing out, andmanagement of real estate
11. Making an investment in other businesses
and acting as a company promoter
12. Any and all businesses relevant to each of
the foregoingProposal No. 3:

Election of Seven Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

The terms of office of all seven Directors (excluding Directors who are Audit and Supervisory Committee Members;
the same applies hereinafter in this proposal) will expire at the conclusion of this General Meeting of Shareholders.
Therefore, the Company asks shareholders to elect seven Directors.
The candidates for Directors are as follows:
No.

Name

Current position and responsibility in the Company

1

Reelection

Toshiaki Majima

President and Chief Executive Officer

2

Reelection

Soichiro Horikawa

Director and Managing Executive Officer
Executive General Manager of Energy and Industry Division

3

Reelection

Shinsuke Unno

4

Reelection

Hitoshi Tanaka

OutsideDirector
Independent

5

Reelection

Shigeru Nishiyama

OutsideDirector
Independent

6

Reelection

Sonoe Hasegawa

OutsideDirector
Independent

7

New election

Naoya Ito

Director and Managing Executive Officer

Outside–Independent

-5-

No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1988
July 2011

1

Number of theCompany’s shares
ownedJoined Tokyo Electric Power Co., Inc.
General Manager of Narita Service Center,
Chiba Branch Office
July 2014
Technology Integration Dept., Head Office (incharge of Technological Innovations)
July 2016
Business Management Office, Corporate
Planning Unit Group (in charge of Technology
and Operational Innovation Promotion)
June 2017
Executive Managing Director of TEPCO Fuel
& Power, Incorporated
Toshiaki Majima
Apr. 2019
Associate Director of Tokyo Electric Power(October 20, 1963)
15,100 sharesCompany Holdings, Incorporated
June
2019
SeniorVice
President
and
Chief
OperatingReelection
Officer in charge of New Business
Development of the Company
Oct. 2020
Senior Vice President, Chief Operating Officer
and Executive General Manager of Corporate
Planning Division
June 2021
Senior Vice President, Chief Operating Officer
and Executive General Manager of Corporate
Planning Division
June 2022
President and Chief Executive Officer (current
position)<Reasons for nomination as candidate for Director>
Since assuming office as President and Chief Executive Officer in June 2022, Mr. Toshiaki Majima has demonstrated
strong leadership, and implemented various measures to enhance the corporate value of the Company’s group. In
particular, he accelerated efforts to expand new business areas, and drove further growth and development of theCompany’s group. Accordingly, the Company asks shareholders to elect Mr. Majima so that he may continue in the roleof Director.

-6-

No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Jan. 1989
Feb. 2017

2

3

Number of theCompany’s shares
ownedJoined the Company
Executive Officer, General Manager ofRenewable Energy Project Department, Energy
and Industry Division, and General Manager ofInternational Department
June 2018
Senior Executive Officer, Deputy Executive
General Manager of Energy and Industry
Division (in charge of Architecture), General
Manager of Project I Department, General
Manager of International Department and
Deputy Executive General Manager of Sales
Division
June 2019
Director and Managing Executive Officer,
Deputy Executive General Manager of Energy
and Industry Division (in charge ofSoichiro Horikawa
Architecture), General Manager of International(December 16, 1963)
12,000 shares
Department and Deputy Executive General
Reelection
Manager of Sales Division
Apr. 2020
Director and President of Tokyo Enesys(Thailand) Co., Ltd.
Oct. 2020
Director and Managing Executive Officer,
Acting Executive General Manager of ElectricPower Division, General Manager of ElectricPower Sales Department, and General Managerof Overseas Division of the Company
June 2021
Director and Managing Executive Officer,
Acting Executive General Manager of ElectricPower Division, General Manager of ElectricPower Sales Department
June 2022
Director and Managing Executive Officer,
Executive General Manager of Energy andIndustry Division (current position)<Reasons for nomination as candidate for Director>
Mr. Soichiro Horikawa has abundant experience and knowledge of construction work for renewable energy, thermal
power generation facilities, and overseas construction work, and a character appropriate to assume the management of
the Company. Based on these achievements, the Company believes that Mr. Horikawa will be able to appropriately
perform his duties as a Director. Accordingly, the Company asks shareholders to elect Mr. Horikawa so that he may
continue in the role of Director.
Apr. 1985
Joined Tokyo Electric Power Co., Inc.
July 2012
General Manager of Sagamihara Service
Center, Kanagawa Branch Office
June 2014
General Manager of Secretariat Department
Shinsuke Unno
June 2017
Auditor of Tokyo Power Technology Ltd.
(February 11, 1960)
7,600 shares
June 2018
Senior Executive Officer in charge of Personnel& Organizational Reform of the Company
Reelection
June 2019
Managing Executive Officer in charge of
Personnel & Organizational Reform
June 2020
Director and Managing Executive Officer(current position)<Reasons for nomination as candidate for Director>
Mr. Shinsuke Unno has a wealth of experience and expertise in general affairs and accounting over many years, and acharacter appropriate to assume the management of the Company. Based on these achievements, the Company believes
that Mr. Unno will be able to appropriately perform his duties as a Director. Accordingly, the Company asks
shareholders to elect Mr. Unno so that he may continue in the role of Director.

-7-

No.

Name
(Date of birth)

5

Apr. 1976
Apr. 1976

Number of theCompany’s shares
ownedRegistered as an attorney-at-law
Joined Naritomi Sogo Law Office (currently(July 28, 1950)
Marunouchi Minami Law Office)Oct. 2003
Representative (current position)
Reelection
June 2014
Outside Director of the Company (current
3,300 shares
position)<Significant concurrent positions outside the Company>
OutsideAttorney at law (Marunouchi Minami Law Office)Outside Director (Audit and Supervisory Committee Member)
Independentof SUMCO CORPORATION<Reasons for nomination as candidate for Outside Director and overview of expected roles>
Although Mr. Hitoshi Tanaka has no direct experience of being involved in corporate management, he has high-levelprofessional knowledge as a lawyer and has also extensive experience as an outside director of other companies.
Consequently, Mr. Tanaka has fulfilled his role in supervising business execution from an objective and professional
perspective based on his experience and knowledge. Based on these achievements, the Company believes that Mr.
Tanaka will be able to appropriately perform his duties as an Outside Director. Accordingly, the Company asks
shareholders to elect Mr. Tanaka so that he may continue in the role of Outside Director.
Mr. Tanaka’s term of office as an Outside Director of the Company will be nine years at the conclusion of this General
Meeting of Shareholders.
Apr. 1984
Joined Sanwa & Co. (currently Deloitte Touche
Tohmatsu LLC)
Mar. 1987
Registered as a certified public accountant(Japan)Shigeru Nishiyama
Apr. 2002
Associate Professor, Waseda Business School(October 27, 1961)
Apr. 2006
Professor, Waseda Business School (current
position)
Reelection
June 2021
Outside Director of the Company (current
1,900 shares
position)<Significant concurrent positions outside the Company>
OutsideProfessor, Waseda Business School
Outside Director (Audit Committee Member, Remuneration
Independent
Committee Member), Macromill, Inc.
External Audit & Supervisory Board Member, Marubeni
Corporation
External Audit & Supervisory Board Member, NH Foods Ltd.
<Reasons for nomination as candidate for Outside Director and overview of expected roles>
Mr. Shigeru Nishiyama has high-level professional knowledge as a graduate school (business school) professor and acertified public accountant and has extensive experience as an outside director of other companies. Consequently, Mr.
Nishiyama has fulfilled his role in supervising business execution from an objective and professional perspective basedon his experience and knowledge. Based on these achievements, the Company believes that Mr. Nishiyama will be able
to appropriately perform his duties as an Outside Director. Accordingly, the Company asks shareholders to elect Mr.
Nishiyama so that he may continue in the role of Outside Director.
Mr. Nishiyama’s term of office as an Outside Director of the Company will be two years at the conclusion of this
General Meeting of Shareholders.
Hitoshi Tanaka

4

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company

-8-

No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Oct. 1995
Oct. 1996

6

7

Number of theCompany’s shares
ownedJoined Shinohara Accounting Office
Joined Sanwa Research Institute Corporation(currently Mitsubishi UFJ Research andConsulting Co., Ltd.)
Oct. 1997
Joined Chuo Audit Corporation
July 2000
Registered as a certified public accountant(Japan)Sonoe Hasegawa
Dec.
2005
Joined AZSA & Co. (currently KPMG AZSA
(July 11, 1967)
LLC)
Nov. 2009
Representative of Hasegawa Certified Public
Reelection
0 sharesAccountant and Tax Accountant Office (current
position)
OutsideSept. 2010
Registered as a tax accountant
June 2022
Outside Director of the Company (current
Independent
position)<Significant concurrent positions outside the Company>
Certified Public Accountant, Certified Public Tax Accountant(Hasegawa Certified Public Accountant and Tax Accountant
Office)Outside Director (Audit and Supervisory Committee Member),
UNIPRES CORPORATION<Reasons for nomination as candidate for Outside Director and overview of expected roles>
Although Ms. Sonoe Hasegawa has no direct experience of being involved in corporate management, she has high-levelprofessional knowledge as a certified public accountant and a tax accountant. Consequently, Ms. Hasegawa has fulfilled
her role in supervising business execution from an objective and professional perspective based on her experience andknowledge. Based on these achievements, the Company believes that Ms. Hasegawa will be able to appropriately
perform her duties as an Outside Director. Accordingly, the Company asks shareholders to elect Ms. Hasegawa so that
she may continue in the role of Outside Director.
Ms. Hasegawa’s term of office as an Outside Director of the Company will be one year at the conclusion of this General
Meeting of Shareholders.
Apr. 1984
Joined Tokio Marine Fire Insurance Co., Ltd.
(currently Tokio Marine & Nichido Fire
Insurance Co., Ltd.)
July 2008
General Manager of Human Resources
Planning Department, Leader of Human
Resources and Recruiting Group and Associate
Naoya Ito
Director (seconded to Tokio Marine Holdings,(October 15, 1961)
Inc.)
July 2013
Senior General Manager and General Manager
New electionof Government Sector Dept. 2
0 shares
Apr. 2014
Executive Officer
OutsideApr. 2016
Managing Executive Officer
Apr. 2020
Managing Director
Independent
Apr. 2022
Senior Managing Executive Officer
Apr. 2023
Director and President of Tokio Marine
Business Support Co., Ltd. (current position)<Significant concurrent positions outside the Company>
Director and President of Tokio Marine Business Support Co.,Ltd.
<Reasons for nomination as candidate for Outside Director and overview of expected roles>
Mr. Naoya Ito has a wealth of experience and expertise as an officer of a general insurance company. Thus, theCompany believes that Mr. Ito will be able to fulfill the role of supervising the execution of business from an objective
and professional perspective based on such knowledge and experience and knowledge. Accordingly, the Company asks
shareholders to elect Mr. Ito so that he be newly appointed as Outside Director.

-9-

(Notes)

1. Mr. Naoya Ito, a candidate for Outside Director, was an executive officer of our business partner, Tokio Marine & Nichido
Fire Insurance Co., Ltd., until March 2023. The value of transactions with that company for the fiscal year ended March
31, 2023 was less than 1% of consolidated net sales.
2. There are no special interests between the candidates and the Company.
3. Mr. Hitoshi Tanaka, Mr. Shigeru Nishiyama, Ms. Sonoe Hasegawa, and Mr. Naoya Ito are candidates for Outside Director.
4. The Company has submitted notification to the Tokyo Stock Exchange, Inc. that Mr. Hitoshi Tanaka, Mr. Shigeru
Nishiyama, and Ms. Sonoe Hasegawa have been designated as independent directors as provided for by the
aforementioned exchange. If the election of these candidates is approved, they will continue to serve as independent
directors. In addition, Mr. Naoya Ito satisfies the requirements to serve as an independent director as stipulated by the
Tokyo Stock Exchange, Inc. and, if appointed, will be reported as an independent director.
5. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into agreementswith Mr. Hitoshi Tanaka, Mr. Shigeru Nishiyama, and Ms. Sonoe Hasegawa to limit their liability for damages under
Article 423, Paragraph 1 of the Companies Act. Under these agreements, the maximum amount of liability for damages is
the minimum total liability provided for under laws and regulations. In this proposal, if the election of the three candidates
is approved, the Company plans to continue the said agreements with them. In addition, if the election of Mr. Naoya Itois approved, the Company plans to enter into a similar agreement to limit his liability for damages as a Director.
6. The Company has entered into a liability insurance contract with an insurance company for directors and corporate officers
as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The aforementioned insurance agreement covers theinsured directors’ and corporate officers’ damages against claims for damages arising from the execution of their duties(excluding compensation for damages arising from acts committed with the knowledge that such acts violate laws andregulations). If each candidate is elected and assumed as a Director, the candidate will become an insured director in the
aforementioned insurance agreement. In addition, the Company intends to renew the agreement with the same details at
the time of the next renewal.

- 10 -

Proposal No. 4:

Election of Four Directors Who Are Audit and Supervisory Committee Members

The terms of office of all four Directors who are Audit and Supervisory Committee Members will expire at theconclusion of this General Meeting of Shareholders. Therefore, the Company asks shareholders to elect four
Directors who are Audit and Supervisory Committee Members.
The Company has obtained the consent of the Audit and Supervisory Committee for this proposal.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows.
No.

Name

Current position and responsibility in the Company

1

Reelection

Yoshiaki Inagaki

OutsideOutside Director (Full-time Audit and Supervisory Committee
Independent Member)

2

Reelection

Teruoki Ninomiya

OutsideOutside Director (Audit and Supervisory Committee Member)
Independent3

Reelection

Hidefumi Mori

OutsideOutside Director (Audit and Supervisory Committee Member)
Independent

4

New election

Makoto Sato

Executive Officer and General Manager of Corporate Audit andInternal Control Department- 11 -

No.

Name(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1982
July 2004

1

2

Number of theCompany’s shares
ownedJoined Tokyo Electric Power Co., Inc.
General Manager of General Affairs
Department, Saitama Branch Office
June 2007
General Manager of Utsunomiya Service
Center, Tochigi Branch Office
Yoshiaki Inagaki
June 2012
General Manager of Office of Audit Committee(March 17, 1958)
Feb. 2014
Executive Officer, Nuclear Damage
Compensation
Facilitation Corporation
Reelection
1,600 shares(currently Nuclear Damage Compensation andDecommissioning Facilitation Corporation)
OutsideJune 2017
Corporate Auditor, TEPCO LANDMANAGEMENT CORPORATION
Independent
June 2020
Full-time Outside Audit & Supervisory Board
Member of the Company
June 2021
Outside Director (Full-time Outside Audit andSupervisory Committee Member) of theCompany (current position)<Reasons for nomination as candidate for Outside Director who is Audit and Supervisory Committee Member andoverview of expected roles>
Mr. Yoshiaki Inagaki has achievements of being involved in general affairs and auditing in electric power and othercompanies for many years. Mr. Inagaki expresses his opinions from a fair and objective standpoint and fulfills the roleof auditing and supervising business execution as an Outside Director who is an Audit and Supervisory Committee
Member. Based on these achievements, the Company believes that Mr. Inagaki will be able to appropriately perform his
duties as an Outside Director who is an Audit and Supervisory Committee Member. Accordingly, the Company asks
shareholders to elect Mr. Inagaki so that he may continue in the role of Outside Director, who is an Audit andSupervisory Committee Member.
Mr. Inagaki is currently an Outside Director who is an Audit and Supervisory Committee Member of the Company, but
his term of officer will be two years at the conclusion of this General Meeting of Shareholders. Mr. Inagaki was an
officer (audit & supervisory board member) who was not a business executor of the Company in the past.
Apr. 1989
Registered as an attorney-at-law
Teruoki Ninomiya
Apr. 1992
Established Maruichi Law Firm (currently(June 3, 1960)
Maruichi Sogo Law Firm) (current position)
June
2019
OutsideAudit & Supervisory Board Member ofReelection
the Company
0 shares
June 2021
Outside Director (Audit and Supervisory
OutsideCommittee Member) (current position)<Significant concurrent positions outside the Company>
Independent
Attorney-at-law (Maruichi Sogo Law Firm)<Reasons for nomination as candidate for Outside Director who is Audit and Supervisory Committee Member andoverview of expected roles>
Although Mr. Teruoki Ninomiya has no direct experience of being involved in management of a company, he has highlevel professional knowledge as a lawyer. Also, Mr. Ninomiya has extensive experience as an outside director of othercompanies. Consequently, Mr. Ninomiya has fulfilled his role in auditing and supervising business execution from aneutral and objective standpoint as an Outside Director who is an Audit and Supervisory Committee Member. Based onthese achievements, the Company believes that Mr. Ninomiya will be able to appropriately perform his duties as an
Outside Director who is an Audit and Supervisory Committee Member. Accordingly, the Company asks shareholders toelect Mr. Ninomiya so that he may continue in the role of Outside Director, who is an Audit and Supervisory Committee
Member.
Mr. Ninomiya is currently an Outside Director who is an Audit and Supervisory Committee Member of the Company,
but his term of officer will be two years at the conclusion of this General Meeting of Shareholders. Mr. Ninomiya wasan officer (audit & supervisory board member) who was not a business executor of the Company in the past.

- 12 -

No.

Name(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company

Number of theCompany’s shares
owned

Apr. 1971
July 2001
July 20093

4

Joined Tokyo Regional Taxation Bureau
District Director of Mobara Tax OfficeDirector of Corporation Taxation Division,
Taxation Department, National Tax Agency
July 2011
Director-General of Takamatsu Regional
Hidefumi Mori
Taxation Bureau(January 18, 1953)
Aug. 2013
Senior Partner, Hidefumi Mori Certified Public
Tax Accountant Office (current position)
Reelection
0 shares
June 2020
Outside Audit & Supervisory Board Member of
the Company
OutsideJune 2021
Outside Director (Audit and Supervisory
Committee Member) (current position)
Independent<Significant concurrent positions outside the Company>
Certified public tax accountant (Hidefumi Mori Certified Public
Tax Accountant Office)Outside Corporate Auditor, NAKANO REFRIGERATORS CO.,LTD
<Reasons for nomination as candidate for Outside Director who is Audit and Supervisory Committee Member andoverview of expected roles>
Although Mr. Hidefumi Mori has no direct experience of being involved in management of a company, he has highlevel professional knowledge as a tax accountant. Also, Mr. Mori has extensive experience as an outside director ofother companies. Consequently, Mr. Mori has fulfilled his role in auditing and supervising business execution from aneutral and objective standpoint as an Outside Director who is an Audit and Supervisory Committee Member. Based onthese achievements, the Company believes that Mr. Mori will be able to appropriately perform his duties as an Outside
Director who is an Audit and Supervisory Committee Member. Accordingly, the Company asks shareholders to electMr. Mori so that he may continue in the role of Outside Director, who is an Audit and Supervisory Committee Member.
Mr. Mori is currently an Outside Director who is an Audit and Supervisory Committee Member of the Company, but his
term of officer will be two years at the conclusion of this General Meeting of Shareholders. Mr. Mori was an officer(audit & supervisory board member) who was not a business executor of the Company in the past.
Apr. 1987
Joined the Company
June 2018
General Manager of Business Management
Department
Makoto Sato
Oct. 2020
General Manager of Corporate Audit and(February 17, 1965)
3,000 sharesInternal Control Department (in charge ofinternal control)
New election
June 2021
Executive Officer and General Manager ofCorporate Audit and Internal Control
Department (current position)<Reasons for nomination as candidate for Director who is Audit and Supervisory Committee Member>
Mr. Makoto Sato has abundant experience and knowledge of internal control as the General Manager of Corporate
Audit and Internal Control Department of the Company. The Company believes that Mr. Sato will be able toappropriately perform his duties as a Director who is an Audit and Supervisory Committee Member from a fair andobjective standpoint. Accordingly, the Company asks shareholders to newly elect Mr. Sato as a Director who is an Audit
and Supervisory Committee Member.

(Notes) 1. There are no special interests between the candidates and the Company.
2. Mr. Yoshiaki Inagaki, a candidate for Outside Director and Audit and Supervisory Committee Member, was a businessexecutor of Tokyo Electric Power Holdings Company, Inc. (TEPCO), a related party of the Company, until February 2014.
There is a business relationship between the Company and TEPCO that includes construction contracting.
3. Mr. Yoshiaki Inagaki, Mr. Teruoki Ninomiya and Mr. Hidefumi Mori are candidates for Outside Director.
4. The Company has submitted notification to the Tokyo Stock Exchange, Inc. that Mr. Yoshiaki Inagaki, Mr. Teruoki
Ninomiya and Mr. Hidefumi Mori have been designated as independent directors as provided for by the aforementioned
exchange. In this proposal, if the election of three candidates is approved, they will continue to serve as independent
directors.
5. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into agreementswith Mr. Yoshiaki Inagaki, Mr. Teruoki Ninomiya and Mr. Hidefumi Mori to limit their liability for damages under Article- 13 -

423, Paragraph 1 of the Companies Act. Under these agreements, the maximum amount of liability for damages is theminimum total liability provided for under laws and regulations. If the election of the three candidates is approved, theCompany plans to continue the said agreements with them.
6. The Company has entered into a liability insurance contract with an insurance company for directors and corporate officers
as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The aforementioned insurance agreement covers theinsured directors’ and corporate officers’ damages against claims for damages arising from the execution of their duties(excluding compensation for damages arising from acts committed with the knowledge that such acts violate laws andregulations). If each candidate is elected and assumed as a Director, the candidate will become an insured director in the
aforementioned insurance agreement. In addition, the Company intends to renew the agreement with the same details at
the time of the next renewal.

- 14 -

(Reference)
Board of Directors after Proposals No. 3 and No. 4 are approved at the General Meeting of Shareholders
Skill
Name

Title

Corporate
Management

Financial
Accounting

Construction
Technology
Safety andQuality

Sales
Marketing

Risk
Management
Legal Affairs

Sustainability〇〇

Toshiaki Majima

President and Chief
Executive Officer

〇

〇

〇

Soichiro Horikawa

Director
Managing Executive
Officer〇〇〇

Shinsuke Unno

Director
Managing Executive
Officer〇

Hitoshi Tanaka

Outside Director

〇

〇

〇

〇

〇

〇

Shigeru Nishiyama Outside Director〇〇

Sonoe Hasegawa

Outside Director〇〇

Naoya Ito

Outside Director

Yoshiaki Inagaki

Outside Director
Full-time Audit andSupervisory Committee
MemberMakoto Sato

Director
Full-time Audit andSupervisory Committee
Member〇Teruoki Ninomiya

Outside Director
Audit and Supervisory
Committee Member〇

Hidefumi Mori

Outside Director
Audit and Supervisory
Committee Member

〇

〇
〇

〇

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Proposal No. 5:

Election of an Accounting Auditor

Ernst & Young ShinNihon LLC, the Accounting Auditor of the Company, will retire at the conclusion of this General
Meeting of Shareholders due to the expiration of the term of service. Accordingly, the Company asks shareholders
to elect a new Accounting Auditor.
This proposal is submitted based on the decision of the Audit and Supervisory Committee. The Audit and Supervisory
Committee selected GYOSEI & CO. as the candidate for Accounting Auditor because by the use of the firm we can
expect audits from new perspectives in light of the number of audit service years of the current Accounting Auditor
and because the result of examining the mastery, independence, quality assurance structure and other elements also
shows it is the a qualified firm.
The candidate for Accounting Auditor is as follows.
(As of March 31, 2023)
Name
GYOSEI & CO.
Main offices
Tokyu Bancho Bldg. 11F, 6 Yonbancho, Chiyoda-ku, Tokyo
Other offices
Osaka Kokusai Building. 12F, 2-3-13, Azuchimachi, Chuo-ku,
Osaka
Office addresses
Nagoya Crosscourt Tower. 12F, 4-10, Meieki 4-chome,
Nakamura-ku, Nagoya
Nakaya Mitsui Building. 6F, 5-20, Minami-cho, Kanazawa-shi,Ishikawa
International association Member of Nexia International
Capital¥182 million
Workforce
Member(Certified Public Accountants)
55
composition(including Representative Partners
10)
Overview
Staff(Certified Public Accountants)
200(Junior Accountants)
87(Others)
52
Total
394
Sept. 1990
Established Hokuto & Co.
Oct. 1999
Merged with Tokyo Akasaka Audit LLC and renamed to Tokyo
Hokuto & Co.
Oct. 2006
Merged with Serizawa Corporation and renamed to GYOSEI &History
CO.
July 2011
Merged with Meicho Audit Corporation and opened Hokuriku
officeJuly 2014
Merged with Meiwa & Co.
To present- 16 -

Proposal No. 6:

Revision of Remuneration for Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

The amount of remuneration for the Directors of the Company (excluding Directors who are Audit and Supervisory
Committee Members) was approved at the 74th General Meeting of Shareholders held on June 29, 2021 as an annual
amount of ¥330 million or less (of which ¥40 million or less is for Outside Directors) and has remained unchanged
until now. After considering factors such as increasing the responsibilities and expected roles of outside directors
recently, the Company would like to propose that the total amount of remuneration (annual amount of ¥330 million
or less) for the Directors (excluding Directors who are Audit and Supervisory Committee Members) will remainunchanged and also that only the annual amount for the Outside Directors will be revised to the annual amount of¥60 million or less. As before, the amount of remuneration for Directors (excluding Directors who are Audit andSupervisory Committee Members) shall not include the employee salary of Directors who concurrently serve as
employees. The Company comprehensively took into account factors such as the scale of the Company’s business,the composition of officers, and business deployment in the future, received opinions from the Human Resources
and Remuneration Committee and then decided the proposed remuneration amount at the Board of Directors. The
Company, therefore, deems it appropriate. The policy for determining remuneration details, etc., per the Director of
the Company, is as described on pages 28-29 of the Business Report (in Japanese).
If Proposal No. 3 “Election of Seven Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)” is approved as proposed, the number of Directors (excluding Directors who are Audit and Supervisory
Committee Members) will be seven (including four Outside Directors).

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