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: 1942)
June 11, 2020
To our shareholders:
Kiyoshi Goto, Chairman and Director
Kandenko Co., Ltd.
4-8-33 Shibaura, Minato-ku, Tokyo

Notice of the 106th Annual General Meeting of Shareholders
We are pleased to announce the 106th Annual General Meeting of Shareholders of Kandenko Co., Ltd. (the“Company”) to be held as described below.
If you exercise your voting rights prior to the meeting, please refer to the “Guide to Exercise Voting Rights” (Japaneseonly) on page 3 and page 4 and exercise your voting rights in writing or via the Internet, after examining the Reference
Documents for the General Meeting of Shareholders as stated hereafter.
1. Date and Time: Friday, June 26, 2020, at 10 a.m. (JST)
2. Venue:
Head Office of the Company
4-8-33 Shibaura, Minato-ku, Tokyo
3. Purpose of the Meeting
Matters to be reported:
1. Reports on the Business Report and the Non-Consolidated Financial Statements for the 106th fiscal year
(from April 1, 2019 to March 31, 2020)
2. Reports on the Consolidated Financial Statements for the 106th fiscal year (from April 1, 2019 to March 31,2020) and the results of the audits of the Consolidated Financial Statements by the Independent Accounting
Auditor and the Board of Auditors
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of 14 Directors
Proposal No. 3
Election of Five Auditors
Proposal No. 4
Payment of Bonuses to Directors

1. If you are attending the meeting in person, please submit the enclosed voting form to the reception.
2. Notes to the non-consolidated financial statements and notes to the consolidated financial statements are posted on the Company’s
website (https://www.kandenko.co.jp/) pursuant to the applicable laws and regulations and the Company’s Articles of Incorporation.
The financial statements, etc., attached hereto are a part of the financial statements, etc. which the Auditors and the Independent
Accounting Auditor audited in preparing their audit reports.
3. If any modifications are made to items in the documents attached hereto or the Reference Documents for General Meeting of
Shareholders will be posted on the Company’s website (https://www.kandenko.co.jp/).

-1-

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

Appropriation of Surplus

The Company proposes the appropriation of surplus by means of a year-end dividend of ¥13 per share, totaling¥2,655,361,423, based on its dividend policy of adhering to the stable and continuous payment of dividends.
It is also proposed that the effective date of the year-end dividend shall be June 29, 2020.
(1)
(2)

(3)

Type of dividend property
Cash
Allotment of dividend property and their aggregate amount¥13 per share
Total dividends: ¥2,655,361,423
Effective Date
June 29, 2020-2-

Proposal No. 2

Election of 14 Directors

At the conclusion of this meeting, the terms of office of all 14 Directors will expire. Therefore, the Company proposes
the election of 14 Directors.
The candidates for Director are as follows:
Candidate
No.

Name

Current Position at the Company

1

Kiyoshi Goto

Reelection

Chairman and Director

2

Yoshimi Morito

Reelection

President and Executive Officer

3

Toshio Nakama

Reelection

Executive Vice President and Executive Officer

4

Shigenori Takaoka

Reelection

Executive Vice President

5

Shoichiro Kashiwabara

Reelection

Executive Vice President and Executive Officer

6

Shinichiro Kitayama

Reelection

Executive Vice President and Executive Officer

7

Shinichi Miyauchi

Reelection

Managing Director and Executive Officer

8

Yuji Ueda

Reelection

Managing Director and Executive Officer

9
10
11

Koji Tsuru
Nobuhiro Iida
Hitoshi Sugizaki

Executive Managing Officer
Executive Managing Officer
Executive Managing Officer

12

Takashi Uchino

13

Masataka Ishizuka

14

Hajime Saito

New election
New election
New election
Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent

Board ofDirectors’Meeting
Attendance
17/17(100.0%)17/17(100.0%)16/17(94.1%)
17/17(100.0%)17/17(100.0%)17/17(100.0%)12/12(100.0%)17/17(100.0%)―――

Director

17/17(100.0%)

Director

16/17(94.1%)

Director

11/12(91.6%)-3-

Candidate
No.

Name
(Date of birth)
Kiyoshi Goto
(July 15, 1950)

1
Reelection

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the company
Executive Officer of KDDI CORPORATION
Joined the Company as Advisor
Managing Director and Executive Officer
Senior Managing Director and Executive
OfficerJune 2015
Executive Vice President
June 2017
Chairman and Director (current position)
Oct. 2017
President of Japan Electrical Construction
Association (current position)<Significant Concurrent Positions outside the Company>
President of Japan Electrical Construction Association

Number of theCompany’s shares
owned

Apr. 2008
Apr. 2011
June 2011
June 2014

34,800 shares

Tenure as Director (as of theconclusion of this meeting)
9 years
Reasons for nomination as candidate for Director
Kiyoshi Goto has experience and expertise, etc. gained through serving in positions that include Chairman and Directorof the Company which will contribute to management of the Company.
Apr. 1974
Joined the Company
Yoshimi Morito(January 5, 1956)
July 2013
Executive Managing Officer and BranchManager of Kanagawa Branch
June 2014
Managing Director and Executive Officer
June 2015
Executive Vice President
June 2016
President and Executive Officer (current
position)
25,500 shares
2
Reelection

3

Tenure as Director (as of theconclusion of this meeting)
6 years
Reasons for nomination as candidate for Director
Yoshimi Morito has experience and expertise, etc. gained through serving in positions that include President andExecutive Officer which will contribute to management of the Company.
Apr. 1982
Joined the Company
Toshio Nakama(February 25, 1960)
Oct. 2014
Senior Executive Officer, Division Manager ofKitakanto & Hokushinetsu Sales Division, andGeneral Manager of Saitama Branch
June 2015
Managing Director and Executive Officer
June 2017
Executive Vice President and Executive Officer
July 2019
Executive Vice President, Executive Officer,
14,900 sharesand Division Manager of Sales Division(current position)
Reelection
Tenure as Director (as of theconclusion of this meeting)
5 years
Reasons for nomination as candidate for Director
Toshio Nakama has knowledge of operations in the areas of electrical engineering, environmental facilities and systems,
and renovation as well as experience and expertise, etc. gained through serving in positions that include Executive Vice
President and Executive Officer which will contribute to management of the Company.

-4-Candidate
No.

Name
(Date of birth)
Shigenori Takaoka(September 13, 1958)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the company
June 2013

Oct. 2014

June 2015
June 20164

5

6

Reelection

June 2017
Oct. 2018

Dispatched to the Company from Power Grid
Company of Tokyo Electric Power Company,
Incorporated (until June 2015)
Senior Executive Officer and Deputy Executive
General Manager of Power Division of theCompany
Managing Director and Executive Officer
Senior Managing Director and Executive
Officer
Executive Vice President
Executive Vice President in charge of Overall
Operations, Social Infrastructure Division, andFukushima Division (current position)

Number of theCompany’s shares
owned

16,500 shares

Tenure as Director (as of theconclusion of this meeting)
5 years
Reasons for nomination as candidate for Director
Shigenori Takaoka has knowledge of operations in the areas of power distribution as well as experience and expertise,etc. gained through serving in positions that include Executive Vice President of the Company which will contribute to
management of the Company.
Apr. 1981
Joined the Company
Shoichiro Kashiwabara(December 14, 1958)
Oct. 2014
Senior Executive Officer (management
planning, general affairs and human resources& welfare)June 2015
Managing Director and Executive Officer
June 2016
Senior Managing Director and Executive
Officer
24,018 shares
June 2017
Executive Vice President
Oct. 2018
Executive Vice President, Executive Officer,
Reelection
and Division Manager of Corporate Division in
charge of Overall Operations and Internal
Tenure as Director (as of theControl Division (current position)
conclusion of this meeting)
5 years
Reasons for nomination as candidate for Director
Shoichiro Kashiwabara has knowledge of operations in the areas of administration as well as experience and expertise,etc. gained through serving in positions that include Executive Vice President and Executive Officer which willcontribute to management of the Company.
Apr. 1979
Joined the Company
Shinichiro Kitayama(July 14, 1955)
July 2013
Executive Managing Officer, Branch Manager
of Kansai Branch
June 2014
Managing Director and Executive Officer
June 2016
Senior Managing Director and Executive
OfficerJune 2019
Executive Vice President and Executive Officer
15,574 shares
July 2019
Executive Vice President and Executive
Officer, Division Manager of Social
Reelection
Infrastructure Division, and Head of Sales Unit
(current position)
Tenure as Director (as of theconclusion of this meeting)
6 years
Reasons for nomination as candidate for Director
Shinichiro Kitayama has knowledge of operations in the areas of electric power and civil engineering as well as
experience and expertise, etc. gained through his service in positions that include Executive Vice President andExecutive Officer which will contribute to management of the Company.

-5-

Candidate
No.

Name
(Date of birth)
Shinichi Miyauchi(January 8, 1960)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the company
Apr. 1982
Oct. 2018

June 2019
July 20197

8

Joined the Company
Senior Executive Managing Officer andDivision Manager of Cost Management
DivisionManaging Director and Executive Officer
Managing Director, Executive Officer andDivision Manager of Cost Management
Division (in charge of Safety & Environment
Division) (current position)

Number of theCompany’s shares
owned

4,800 shares

Reelection
Tenure as Director (as of theconclusion of this meeting)
1 yearReasons for nomination as candidate for Director
Shinichi Miyauchi has knowledge of operations in the area of administration as well as experience and expertise, etc.
gained through his service in positions that include Division Manager of Cost Management Division, Managing
Director and Executive Officer.
Apr. 2016
Managing Director of TEPCO Energy Partner,
Yuji Ueda
Inc.
(January 26, 1960)
July 2017
Joined the Company as Executive Managing
Officer and Deputy Executive General Manager
of Sales Division and in charge of Group
Business
June 2018
Managing Director and Executive Officer
6,700 shares
July 2019
Managing Director, Executive Officer, and
Deputy Executive General Manager of Sales
Reelection
Division (in charge of Strategy & Technology
Development Division and Group Business
Tenure as Director (as of the
Department) (current position)
conclusion of this meeting)
2 years
Reasons for nomination as candidate for Director
Yuji Ueda has experience and expertise, etc. gained through serving in positions that include Managing Director of
TEPCO Energy Partner, Inc. as well as Managing Director and Executive Officer of the Company which will contributeto management of the Company.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the company
Apr. 1983
July 2011

July 2014
Koji Tsuru(July 21, 1958)

Oct. 2014

July 20159
New election

June 2016

Oct. 201810

Joined the Company
Department Manager of Quality &Construction Management Department, Sales
Division
Executive Officer and Department Manager of
Quality & Construction Management
Department, Sales Division
Executive Officer, Deputy Executive General
Manager of Minamikanto & Tokai Sales
Division and General Manager of Shizuoka
BranchExecutive Officer, Deputy Executive General
Manager of Minamikanto & Tokai Sales
Division and General Manager of Shizuoka
Branch (in charge of Shizuoka Distribution
Branch)Executive Managing Officer, Division Manager
of Higashikanto Sales Division and General
Manager of Chiba Branch (in charge of Chiba
Distribution Branch)
Executive Managing Officer, Division Manager
of Higashikanto Sales Division and BranchManager of Chiba Branch (current position)

Number of theCompany’s shares
owned

9,300 shares

Reasons for nomination as candidate for Director
Koji Tsuru has knowledge of operations in the areas of electric engineering, environmental facilities and systems aswell as experience and expertise, etc. gained through his service in posts that include Division Manager of Higashikanto
Sales Division and Branch Manager of Chiba Branch which will contribute to management of the Company.
Apr. 1985
Joined the Company
July 2010
Department Manager of Sales Department II,
Nobuhiro Iida
Sales Division(November 30, 1961)
July 2015
Executive Officer and Deputy Executive
General Manager of Sales Division (in chargeof sales)
9,300 shares
July 2016
Executive Managing Officer and Deputy
Executive General Manager of Sales Division(in charge of sales)
Oct. 2018
Executive Managing Officer, Division Manager
of Minamikanto & Tokai Sales Division, andNew election
Branch Manager of Kanagawa Branch (current
position)
Reasons for nomination as candidate for Director
Nobuhiro Iida has knowledge of operations in the areas of electric engineering, environmental facilities and systems aswell as experience and expertise, etc. gained through his service in posts that include Division Manager of Minamikanto& Tokai Sales Division and Branch Manager of the Kanagawa Branch which will contribute to management of theCompany.

-7-

Candidate
No.

Name
(Date of birth)
Hitoshi Sugizaki(November 1, 1961)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the company
Apr. 1985
July 2012
July 2016
July 2017
Oct. 201811

July 2019
New election

Joined the Company
Department Manager of Accounting
Department
Executive Officer and Department Manager of
Accounting Department
Executive Officer and Department Manager ofGroup Operation Administration Department
Executive Officer and Head of Accounting &IT Unit, Corporate Division
Executive Managing Officer and Head of
Accounting & IT Unit, Corporate Division(current position)

Number of theCompany’s shares
owned

5,800 shares

Reasons for nomination as candidate for Director
Hitoshi Sugizaki has knowledge of operations in the area of administration and has experience and expertise, etc.
gained through his service in positions that include the head of accounting and the IT unit in the Corporate Division
which will contribute to management of the Company.
Apr. 1990
Professor of Department of Management,
Takashi Uchino
Gakushuin University Faculty of Economics(November 17, 1951)(until March 2019)
June 2013
Director of the Company (current position)

0 shares
Reelection
OutsideIndependent
12
Tenure as Director (as of theconclusion of this meeting)
7 years
Reasons for nomination as candidate for outside Director
Takashi Uchino has experience and expertise, etc. as a university professor and as a business administration expert
which will contribute to management of the Company, even though he has never been involved in the management of acompany.
Summary of details of the limited liability agreement
Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into anagreement with Takashi Uchino to limit his liability for damages under Article 423, paragraph 1 of the Companies Act
to the minimum liability amount provided for by Article 425, paragraph 1 of the same Act.

-8-

Candidate
No.

Name
(Date of birth)
Masataka Ishizuka(February 18, 1943)

13

Reelection
OutsideIndependent

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the company
Executive Vice President of Central Japan
Railway Company
June 2008
President of JR TOKAI AGENCY CO., LTD.
(until June 2012)
May 2014
Curator of GRANSHIP convention center,Shizuoka Cultural Foundation (current position)
June 2015
Director of the Company (current position)<Significant Concurrent Positions outside the Company>
Curator of GRANSHIP convention center, Shizuoka Cultural
Foundation

Number of theCompany’s shares
ownedJune 2004

0 shares

Tenure as Director (as of theconclusion of this meeting)
5 years
Reasons for nomination as candidate for outside Director
Masataka Ishizuka has experience and expertise, etc. gained through serving as Director of Central Japan Railway
Company and JR TOKAI AGENCY CO., LTD which will contribute to management of the Company.

14

Summary of details of the limited liability agreement
Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into anagreement with Masataka Ishizuka to limit his liability for damages under Article 423, paragraph 1 of the Companies
Act to the minimum liability amount provided for by Article 425, paragraph 1 of the same Act.
June 2009
Executive Managing Director of Mizuho
Hajime Saito
Financial Group, Inc.
(July 7, 1956)
Apr. 2011
Deputy President & Executive Officer ofMizuho Securities Co., Ltd.
June 2011
Deputy President and Deputy President &Executive Officer of Mizuho Securities Co.,Ltd.
Apr. 2015
Advisor of Mizuho Capital Co., Ltd.
0 shares
May 2015
Deputy President of Mizuho Capital Co., Ltd.
Reelection
Apr. 2016
President of Mizuho Capital Co., Ltd. (until
OutsideApril 2019)
Independent
June 2019
Director of the Company (current position)
Tenure as Director (as of theconclusion of this meeting)
1 yearReasons for nomination as candidate for outside Director
Hajime Saito has experience and expertise, etc. gained through serving in positions that include Director of Mizuho
Financial Group, Inc. and Mizuho Securities Co., Ltd., etc. which will contribute to the management of the Company.
Summary of details of the limited liability agreement
Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into anagreement with Hajime Saito to limit his liability for damages under Article 423, paragraph 1 of the Companies Act tothe minimum liability amount provided for by Article 425, paragraph 1 of the same Act.

-9-

Proposal No. 3

Election of Five Auditors

At the conclusion of this meeting, the terms of office of all five Auditors will expire. Therefore, the Company
proposes the election of five Auditors.
The Board of Auditors has given its approval to this proposal.
The candidate for Auditor is as follows:
Candidate
No.

Name

Board ofDirectors’Meeting
Attendance
17/17(100.0%)―Board ofAuditors’Meeting
Attendance

Auditor

16/17(94.1%)

15/15(100.0%)

Auditor

15/17(88.2%)

13/15(86.6%)

Auditor

12/12(100.0%)10/10(100.0%)Current Position at the Company

1

Toru Yukimura

New election2

Hidekazu Tanaka

3

Sumihito Okawa

4

Takashi Suetsuna

5

Shoichi Muto

New election
Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideManaging Director and Executive
Officer
Senior Fellow- 10 -――

Candidate
No.

Name
(Date of birth)
Toru Yukimura(December 3, 1957)

Career summary, position in the Company, and significant
concurrent positions outside the company
Apr. 1981
June 2015

June 2016
Oct. 2018

1

2

Joined the Company
Executive Officer (Dispatched to KANKOSYOJI CO., LTD. (President of the same
company))
Managing Director and Executive Officer
Managing Director, Executive Officer, andActing Division Manager of Corporate Division(accounting and IT unit) (current position)

Number of theCompany’s shares
owned

16,300 shares

New election
Reasons for nomination as candidate for Auditor
Toru Yukimura has knowledge in the areas of finance and accounting as well as experience and expertise, etc. gained
through his service as a business manager which will be beneficial to the audit of the Company.
Summary of details of the limited liability agreement
If Toru Yukimura assumes the office of Auditor, the Company plans to enter into an agreement with him to limit his
liability for damages under Article 423, paragraph 1 of the Companies Act to the minimum liability amount provided
for by Article 425, paragraph 1 of the Companies Act, pursuant to the provisions of Article 427, paragraph 1 of the sameAct.
Apr. 1981
Joined the Company
June 2010
Branch Manager of Ibaraki Branch
July 2012
Executive Officer and Branch Manager of
Ibaraki Branch
July 2013
Executive Officer, Deputy Executive General
Manager of the Power Division and Department
Manager of Sales Department
Hidekazu Tanaka(November 25, 1957)
Oct. 2014
Executive Officer, Deputy Executive General
Manager of Energy System Division and
Department Manager of Sales Department
July 2015
Executive Officer, Division Manager of
15,300 sharesTechnology Development Division, and Headof Technology Development Unit
July 2016
Executive Managing Officer and Division
Manager of Technology Development Division
New election
Oct. 2018
Executive Managing Officer, Acting Executive
General Manager of Strategy & Technology
Development Division, and Head ofTechnology Development Unit
July 2019
Senior Fellow and Acting Executive General
Manager of Strategy & Technology
Development Division (current position)
Reasons for nomination as candidate for Auditor
Hidekazu Tanaka has knowledge of operations in the areas of electric power, civil engineering and technology
development as well as experience and expertise, etc. gained through his service in positions that include Executive
Officer which will be beneficial to the audit of the Company.
Summary of details of the limited liability agreement
If Hidekazu Tanaka assumes the office of Auditor, the Company plans to enter into an agreement with him to limit his
liability for damages under Article 423, paragraph 1 of the Companies Act to the minimum liability amount provided
for by Article 425, paragraph 1 of the Companies Act, pursuant to the provisions of Article 427, paragraph 1 of the sameAct.

- 11 -

Candidate
No.

Name
(Date of birth)
Sumihito Okawa(January 27, 1947)

Career summary, position in the Company, and significant
concurrent positions outside the company
June 2004
June 2007
June 2007
June 2008
June 20113

Reelection
OutsideIndependent

Apr. 2013
Apr. 2013

Vice President of Development Bank of Japan
President of The Japan Economic ResearchInstitute (until June 2011)
Corporate Auditor of Japan Freight Railway
Company (until June 2013)
Auditor of the Company (current position)
Standing Auditor of ALL NIPPON AIRWAYS
CO., LTD
Outside Auditor of ANA HOLDINGS INC.
(until June 2019)
Auditor of ALL NIPPON AIRWAYS CO., LTD.
(until June 2019)

Number of theCompany’s shares
owned

15,700 shares

Tenure as Auditor (as of theconclusion of this meeting)
12 yearsReasons for nomination as candidate for outside Auditor
Sumihito Okawa has experience and expertise, etc. gained as an auditor of ANA HOLDINGS INC. and ALL NIPPONAIRWAYS CO., LTD. which will be beneficial to the audit of the Company.
Summary of details of the limited liability agreement
Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into anagreement with Sumihito Okawa to limit his liability for damages under Article 423, paragraph 1 of the Companies Act
to the minimum liability amount provided for by Article 425, paragraph 1 of the same Act.

- 12 -

Candidate
No.

Name
(Date of birth)

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

Number of theCompany’s shares
ownedAug. 2004

4

Deputy Superintendent General of the Tokyo
Metropolitan Police Department
Sept. 2005
Chief Chamberlain of the Board of the Crown
Prince’s Household of the Imperial Household
AgencyApr. 2009
Ambassador Extraordinary and Plenipotentiaryof Japan to Grand Duchy of Luxembourg
June 2012Retired from the Ministry of Foreign Affairs
Takashi Suetsuna
June 2013
Independent Audit & Supervisory Board(March 8, 1949)
Member of Marubeni Corporation (until June
2017)
June 2015
Outside Director of Totetsu Kogyo Co., Ltd.
(current position)
June 2016
Outside Audit & Supervisory Board Member of
Keikyu Corporation (current position)
0 shares
June 2016
Outside Audit & Supervisory Board Member ofReelection
JCR Pharmaceuticals Co., Ltd.
OutsideJune 2016
Auditor of the Company (current position)
Independent
June 2017
Outside Director of JCR Pharmaceuticals Co.,
Ltd. (current position)
Tenure as Auditor (as of theJune 2018
Outside Audit & Supervisory Board Member ofconclusion of this meeting)
Aioi Nissay Dowa Insurance Co., Ltd. (current
4 years
position)<Significant Concurrent Positions outside the Company>
Outside Director of Totetsu Kogyo Co., Ltd.
Outside Director of JCR Pharmaceuticals Co., Ltd.
Outside Audit & Supervisory Board Member of Aioi Nissay
Dowa Insurance Co., Ltd.
Outside Audit & Supervisory Board Member of Keikyu
Corporation
Reasons for nomination as candidate for outside Auditor
Takashi Suetsuna has experience and expertise, etc. gained through his service as an executive in government agencies
as well as an outside Officer of Marubeni Corporation, Totetsu Kogyo Co., Ltd., JCR Pharmaceuticals Co., Ltd., Aioi
Nissay Dowa Insurance Co., Ltd., and Keikyu Corporation which will be beneficial to the audit of the Company, eventhough he has never been involved in the management of a company.
Summary of details of the limited liability agreement
Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into anagreement with Takashi Suetsuna to limit his liability for damages under Article 423, paragraph 1 of the Companies Act
to the minimum liability amount provided for by Article 425, paragraph 1 of the same Act.

- 13 -

Candidate
No.

Name
(Date of birth)
Shoichi Muto
(June 20, 1956)

Career summary, position in the Company, and significant
concurrent positions outside the company
Apr. 2016

June 2019

Number of theCompany’s shares
ownedGeneral Manager of Decontamination
Promotion Office, Fukushima Division ofTokyo Electric Power Company Holdings
Auditor of the Company (current position)

0 shares
Reelection
Outside5

Tenure as Auditor (as of theconclusion of this meeting)
1 yearReasons for nomination as candidate for outside Auditor
Shoichi Muto has experience and expertise, etc. gained through serving in positions at Tokyo Electric Power Company
Holdings which will contribute to effective auditing of the Company, even though he has never been involved in the
management of a company. Furthermore, Tokyo Electric Power Company Holdings has a special business relationshipwith the Company.
Summary of details of the limited liability agreement
Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into anagreement with Shoichi Muto to limit his liability for damages under Article 423, paragraph 1 of the Companies Act tothe minimum liability amount provided for by Article 425, paragraph 1 of the same Act.

- 14 -

Proposal No. 4

Payment of Bonuses to Directors

The Company proposes to pay bonuses to 14 Directors (including three outside Directors) in office at the end of thecurrent fiscal year, at the total amount of ¥130,000,000, taking into consideration the business results for the fiscal
year under review, among others.

- 15 -

[Reference] Independence Criteria for Outside Directors and Outside Auditors of the Company
The Company determines an outside Director or an outside Auditor is independent if none of the criteria below issatisfied.
(1) A person who executes business of the Company or its subsidiaries or a person who was someone who executedthat business(2) A person who executes business of a major shareholder of the Company (shareholder who has 10% or morevoting rights, including indirectly held voting rights) or a person who executes business of a company where
the Company is a major shareholder(3) A person who executes business of a major lender of the Company (lender of the borrowings that exceed 1%of the total consolidated assets of the most recent fiscal year)(4) A person who executes business of a major business partner of the Company (dealings with an amount thatexceeds 1% of consolidated revenue of the most recent fiscal year) or a person who executes business for acompany who is a major partner of the Company(5) A representative partner or employee of an independent accounting auditor of the Company(6) A person who has received substantial economic benefits or donations from the Company (more than ¥10
million, excluding director’s compensation) or a person who belongs to an association that has received such
benefits or donations from the Company(7) A person who executes business for a company which has a relationship involving cross-assumption of officeof outside officers(8) A person who has a relative (guardian or relatives by a collateral line up to the second degree) that fits thecriteria in (1) through (6) (limited to officers and vital employees)(9) A person who satisfies (2) through (8) in the past five years- 16 -