Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
Securities Code 9728
May 31, 2022
To Shareholders with Voting Rights:
Shintaro Fukuda
President and Representative Director

NIPPON KANZAI Co., Ltd.

Head Office: 9-16 Rokutanji-cho,Nishinomiya City, Hyogo
Headquarters: 2-1-10 Nihombashi,
Chuo-ku, TokyoNOTICE OF
THE 57th ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are hereby notified that the 57th Ordinary General Meeting of Shareholders of NIPPON KANZAI Co.,
Ltd. (the “Company”) will be held for the purposes described below.
In light of the situation with COVID-19, and in order to ensure the safety of our shareholders, we ask
you to refrain from attending the General Meeting of Shareholders in person and exercise your voting
rights in advance by mail. To exercise your voting rights in writing, please review the attached Reference
Documents for the General Meeting of Shareholders, indicate your approval or disapproval of the proposals
on the enclosed Voting Rights Exercise Form, and send it so that it arrives by the end of business hours (6:00
p.m. Japan time) on Thursday, June 16, 2022.
1. Date and Time:

Friday, June 17, 2022 at 10:00 a.m. Japan time (Reception opens at 9:00 a.m.)

2. Place:

Main Conference Room at the Head Office of the Company located at
9-16 Rokutanji-cho, Nishinomiya City, Hyogo

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
57th Fiscal Year (April 1, 2021 - March 31, 2022) and results of audits by the
Accounting Auditor and the Audit & Supervisory Committee of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 57th Fiscal Year
(April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Approval of the Share Transfer Plan
Proposal 3:
Partial Amendments to the Articles of Incorporation
Proposal 4:
Election of Eight (8) Directors (Excluding Directors Who Are Audit &Supervisory Committee Members)-1-

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

Appropriation of Surplus

The Company regards the dividend policy for shareholders as one of its highest priorities and makes it abasic policy to appropriately distribute the results in accordance with its business performance as a means ofreturning profits to shareholders, while giving due consideration to future business development andstrengthening of the management structure. The year-end dividend for the current fiscal year shall be 27 yen
per share.
Items Related to the Year-end Dividend(1) Type of dividend property
Cash(2) Items related to the allocation of dividend property and its total amount27 yen per common share of the Company
Total of 1,009,348,938 yen(3) Date the distribution of surplus comes into effect:
June 20, 2022
Proposal 2:

Approval of the Share Transfer PlanOn May 12, 2022, the Board of Directors of the Company resolved to establish a holding company (wholly
owning parent company), NIPPON KANZAI Holdings Co., Ltd. (the “Holding Company”) by the method ofsole share transfer (the “Share Transfer”) of the Company with a planned date of April 3, 2023.
This proposal is to seek the approval of shareholders for the share transfer plan for the Share Transfer (the“Share Transfer Plan”). The reasons for the Share Transfer, the details of the Share Transfer Plan, etc., are as
follows.
1. Background and Purpose of the Transition to a Holding Company Structure through Sole Share Transfer(1)
Background of the transition to a holding company structure
Since our establishment in 1965, the Company has been taking care of our customers’ valuablebuilding assets, believing that our mission is to ensure that our customers can continue to use theirbuildings in good health and with peace of mind. During that time, the Company has always provided
high-quality services from the customer’s point of view, aiming to be a “company that contributes tosociety through continuous growth” by constantly evolving our business content, target applications,and level in response to the increasingly diverse and complex needs of our customers in accordancewith changes in social conditions.
In order to further accelerate the business development of the Group and achieve sustainable growth,
we believe it is necessary to review the organizational structure of the Group management and further
strengthen each business while achieving Group synergy. We also believe it is necessary to develop
personnel for the Group management through experience at each operating company. From thisperspective, we have determined that the optimal new Group management structure is to shift to aholding company structure. The Group aims to achieve further growth by having the Holding
Company specialize in the Group management functions, formulate management strategies, optimize
management resources, and strengthen functions, while the operating companies speedily manage
their businesses in response to the business environment under the responsibility and authority ofeach company.

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(2)

Purpose of the transition to a holding company structure
The purpose of the Group’s transition to a holding company structure is as follows.
1) Reinforcement of Group headquarters functions
The Group will separate its Group management and business execution functions, and theHolding Company will focus exclusively on the Group management functions in order tostrengthen these functions. In addition, the Group synergies can be realized by centralizing
common and Group-wide functions in the Holding Company.
2) Delegation of authority to the business and acceleration of decision-making
By spinning off the building maintenance business and giving it more responsibility andauthority, the Company will be able to operate its business speedily in response to the businessenvironment. The Group believes that greater autonomy and freedom as an operating company
will enable us to respond more quickly to customer needs and operate with a greater
understanding of the front line.
3) Development of Group management personnel
The Group will develop Group management personnel by allowing them to gain management
experience at operating companies under the Holding Company. In addition, the Holding
Company will take the lead in identifying, training, managing, and appointing personnel who
will be responsible for the next generation of the Group management.

2.

Procedures for Transition to Holding Company Structure
After the establishment of the Holding Company, the Company’s subsidiaries and others will be
reorganized as subsidiaries of the Holding Company.
As a result of the Share Transfer, the Company will become a wholly owned subsidiary of the Holding
Company, and the shares of the Company will be delisted, but the Company plans to apply for initiallisting (technical listing) of shares of the Holding Company to be newly delivered to the shareholders of
the Company on the Prime Market of the Tokyo Stock Exchange, Inc. (the “Tokyo Stock Exchange”).
The listing date will be subject to examination by the Tokyo Stock Exchange, and is scheduled for April
3, 2023, the effective date of the Share Transfer.

3.

Overview of the Details of the Share Transfer Plan
The details of the Share Transfer are described in the “Share Transfer Plan (Copy)” below.

Share Transfer Plan (Copy)
NIPPON KANZAI Co., Ltd. (the “Company”) prepares the following share transfer plan (the “Plan”) for the
purpose of conducting a share transfer (the “Share Transfer”) to establish a wholly owning parent company(the “Holding Company”) through a sole share transfer in which the Company will become a wholly-owned
subsidiary through a share transfer.
Article 1.

Purpose, Trade Name, Location of Head Office, Total Number of Authorized Shares, and Other
Matters Specified in the Articles of Incorporation of the Holding Company
1. The purpose, trade name, location of head office, and total number of authorized shares of the Holding
Company shall be as follows.
(1) Purpose
The purpose of the Holding Company shall be as described in Article 2 of the attached “Articles ofIncorporation of NIPPON KANZAI Holdings Co., Ltd.”(2) Trade name
The trade name of the Holding Company shall be “Nippon Kanzai Holdings Kabushiki Kaisha,”and in English, it shall be “NIPPON KANZAI Holdings Co., Ltd.”(3) Location of head office
The head office of the Holding Company shall be located in Nishinomiya City, Hyogo, and its-3-

address shall be 9-16 Rokutanji-cho, Nishinomiya City, Hyogo.
(4) Total number of authorized shares
The total number of authorized shares of the Holding Company shall be 160,000,000 shares.
2. In addition to the matters listed in the preceding Paragraph, matters to be stipulated in the Articles ofIncorporation of the Holding Company shall be as described in the attached “Articles of Incorporationof NIPPON KANZAI Holdings Co., Ltd.”
Article 2.

Names of Directors and Accounting Auditor at the Time of Incorporation of the Holding
Company
1. The names of the Directors of the Holding Company at the time of incorporation (excluding the
Directors at the time of incorporation who are Audit & Supervisory Committee Members at the time ofincorporation) shall be as follows.
DirectorTakeshi Fukuda
Director
Shintaro Fukuda
Director
Mamoru Yasuda
Director
Yoshikazu Tokuyama
Director
Kunio Takahashi
Director
Naoki Furuya
Director
Yasuhiro Harada
Director
Masahiro Wakamatsu
2. The names of the Directors of the Holding Company at the time of incorporation who are Audit &Supervisory Committee Members at the time of incorporation shall be as follows.
Director
Shingo Inui
Director
Yoshiro Yamashita
Director
Kota Kosuga
Director
Takako Okada
3. The name of the Accounting Auditor of the Holding Company at the time of its incorporation shall be
as follows.
PricewaterhouseCoopers Aarata LLC

Article 3.
Shares to be Delivered upon the Share Transfer and Allotment Thereof
1. Upon the Share Transfer, the Holding Company shall deliver to the shareholders of the Company
appearing or recorded in the shareholders’ register of the Company as of the time immediately
preceding the time when the Holding Company acquires all of the issued and outstanding shares of theCompany upon the Share Transfer (the “Record Time”), in exchange for the shares of the Company
held by such shareholders, common shares of the Holding Company in a number equal to the total
number of common shares of the Company outstanding as of the Record Time.
2. With respect to the allotment of shares of the Holding Company to be delivered pursuant to thepreceding Paragraph, one common share of the Holding Company shall be allotted to each shareholderof the Company as of the Record Time for each share of the Company held by such shareholder.
Article 4.
Matters Related to the Amount of Capital and Surplus of the Holding Company
1. Amount of capital
3,000,000,000 yen
2. Amount of legal capital surplus
750,000,000 yen
3. Amount of legal retained earnings
0 yen

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Article 5.
Date of Incorporation of the Holding Company
The date on which the incorporation of the Holding Company shall be registered (the “Date ofIncorporation”) shall be April 3, 2023. However, this date may be changed by a resolution of the Board of
Directors of the Company, if necessary for the progress of the procedures for the Share Transfer or for otherreasons.
Article 6.
General Meeting of Shareholders to Approve the Plan
The Company shall convene an Ordinary General Meeting of Shareholders with June 17, 2022 as the dateof the meeting to seek approval of the Plan and resolutions on matters necessary for the Share Transfer.
However, the meeting may be changed by a resolution of the Board of Directors of the Company, if
necessary for the progress of the procedures for the Share Transfer or for other reasons.
Article 7.
Stock Listing
The Holding Company plans to list the common shares it issues on the Tokyo Stock Exchange, Inc. on the
Date of Incorporation.
Article 8.
Shareholders’ Register Administrator
The shareholders’ register administrator of the Holding Company shall be Mitsubishi UFJ Trust andBanking Corporation.
Article 9.
Changes in Conditions of the Share Transfer and Cancellation of the Share Transfer
In the event of any material change in the financial or business condition of the Company or in the event ofany material impediment to the execution of the Share Transfer due to a natural disaster or other cause after
the preparation of the Plan until the Date of Incorporation, the Company may, by a resolution of the Boardof Directors of the Company, amend the Plan or cancel the Share Transfer.
Article 10. Effect of the Plan
The Plan shall cease to be effective in any of the following cases.
(1) If the Plan is not approved at the General Meeting of Shareholders of the Company by the day prior
to the Date of Incorporation.
(2) If, by the Date of Incorporation, the Company fails to obtain the approvals, etc., of the relevant
authorities as required by domestic or foreign laws and regulations, or if such approval, etc., aresubject to any conditions or restrictions that materially hinder the execution of the Share Transfer.
May 12, 2022
Shintaro Fukuda
President and Representative Director
NIPPON KANZAI Co., Ltd.
9-16 Rokutanji-cho, Nishinomiya City, Hyogo-5-

(Attachment)

Articles of Incorporation of NIPPON KANZAI Holdings Co., Ltd.
CHAPTER I. GENERAL PROVISIONS

Article 1.

Article 2.

(Trade Name)
The trade name of the Company shall be “Nippon Kanzai Holdings Kabushiki Kaisha,” and in
English, it shall be “NIPPON KANZAI Holdings Co., Ltd.”(Purpose)
The purpose of the Company shall be to engage in the following businesses or to own shares orinterests in companies (including foreign companies), partnerships (including those equivalent toa partnership in a foreign country), or other similar entities engaged in the following businesses
in order to control and manage the business activities of such companies, etc.
1. Maintenance services related to buildings and related facilities
2. Services related to security contracting and security guarantees
3. Operation, maintenance, inspection, and management of incinerators, water supply, sewage
system, and other environmental sanitation facilities
4. Worker dispatch services
5. Fee-charging employment placement services
6. Information gathering, provision, and consulting services relating to real estate management,
leasing, sales and purchase, and brokerage, as well as mediation, representation,
investigation, inspection, appraisal, and other related services thereof
7. Investment advisory services relating to real estate, real estate securitization products, etc.,
and brokerage, agency, research, and consulting services relating to these businesses
8. Holding, operating, managing, and buying and selling trust beneficiary rights, and brokerage,
agency, research, and consulting services for businesses related thereto
9. Building lots and building transaction business and related consulting business10. Operations related to sorting, packaging, packing, and warehousing of various products atmerchandise distribution centers
11. Architectural design and supervision, and management of a first-class architect’s office
12. Construction work, civil engineering work, scaffolding work and earthwork, electrical work,
plumbing work, painting work, waterproofing work, firefighting facility work, steel
structure work, dredging work, machinery and equipment installation work, water supply
facility work, cleaning facility work, carpentry work, plastering work, stonework, roofing
work, tile/brick/blockwork, reinforcing steel work, paving work, sheet metal work, glass
work, interior finishing work, heat insulation work, joinery work, demolition work, andcontracting thereof
13. Services related to the disposal of industrial waste
14. Construction, inspection, maintenance, and management of firefighting equipment, elevatorsand escalators, air conditioning, space conditioning, water supply and drainage, sanitaryfacilities, etc.
15. Sales of industrial chemicals for water treatment such as coagulants and precision equipment
such as pumps
16. Sales of interior goods, furniture, household electrical appliances, daily necessities andsundries, and foodstuffs
17. Planning, editing, production, and management of events, advertisements, printed matter,audio, and visual images
18. Life insurance solicitation business and non-life insurance agency business-6-

19. Energy conservation support service business
20. Business based on the Financial Instruments and Exchange Act
21. Business based on the Act on Specified Joint Real Estate Ventures
22. Bond trading and related consulting services
23. Real estate ownership, purchase and sale, and brokerage business thereof
24. Lending of real estate collateral and other loans of money
25. Land development and development business
26. Travel agency business and hotel management
27. Talent management and administration thereof
28. Advertising agency services
29. Condominium management services
30. Computer calculation and preparation of company forms and other documents on
consignment
31. Development, sales, and consulting services of computer software
32. Agency services related to payroll calculation
33. Labor consulting services
34. All businesses incidental or related to each of the preceding Items

Article 3.

Article 4.

(Location of Head Office)The head office of the Company shall be located in Nishinomiya City, Hyogo.
(Public Notices)
Public notices of the Company shall be given electronically. However, in the event of an
accident or other unavoidable circumstances that preclude electronic public notices, public
notices shall be given by publication in the Nihon Keizai Shimbun.
CHAPTER II. SHARESArticle 5.

(Total Number of Authorized Shares)
The total number of authorized shares of the Company shall be 160,000,000 shares.

Article 6.

(Number of Shares Constituting One Unit of Shares)
The number of shares constituting one unit of shares of the Company shall be 100 shares.

Article 7.

Article 8.

2.

(Acquisition of Treasury Stock)
The Company may acquire treasury shares through market transactions, etc., by a resolution of
the Board of Directors.
(Request for Sale of Shares Constituting Less than One Unit)
A shareholder who holds shares of less than one unit of the Company’s shares may demand that
the Company sell to such shareholder the number of shares that, together with the number ofshares less than one Company share unit such shareholder holds, will constitute one Company
share unit (the “Additional Purchase”).
If the Company does not hold the number of shares to be sold in response to a request under thepreceding Paragraph, the Company may refuse to comply with the request under the preceding
Paragraph.

-7-

(Restriction on Rights of Shareholders Who Hold Less than One Unit)
Shareholders of the Company who hold less than one Company share unit may not exercise any
rights other than the rights listed below.

Article 9.

1.
2.
3.
4.

Article 10.
2.

Article 11.

Article 12.

2.

Rights listed in each Item of Article 189, Paragraph 2 of the Companies Act
The right to request the acquisition of shares with a right to request acquisition
The right to receive an allotment of offered shares or offered share acquisition rights
The right to request the Additional Purchase of shares constituting less than one unit as provided
for in the preceding Article(Shareholders’ Register Administrator)
The Company shall have a shareholders’ register administrator.
The shareholders’ register administrator and its place of business shall be determined by aresolution of the Board of Directors and public notice thereof shall be given.
(Share Handling Regulations)
The entry or recording in the shareholders’ register and the register of share acquisition rights,
the purchase or the Additional Purchase of shares constituting less than one unit, other handlingand fees related to shares or share acquisition rights, and procedures for the exercise of rights byshareholders shall be governed by the Share Handling Regulations established by the Board of
Directors, in addition to those provided by laws and regulations or the Articles of Incorporation.
(Record Date)
The Company shall deem the shareholders with voting rights whose names appear or arerecorded in the latest shareholders’ register as of March 31 of each year to be the shareholders
entitled to exercise their rights at the Ordinary General Meeting of Shareholders relating to that
fiscal year.
Notwithstanding the preceding Paragraph, the Company may, if necessary, by a resolution of theBoard of Directors and upon giving prior public notice, deem the shareholders or registeredshare pledgees whose names appear or are recorded in the latest shareholders’ register as of acertain date to be the shareholders or registered share pledgees entitled to exercise their rights.
CHAPTER III. GENERAL MEETING OF SHAREHOLDERS

Article 13.

Article 14.

2.

Article 15.

(Convocation)
An Ordinary General Meeting of Shareholders shall be convened within three months from April
1 of each year, and an Extraordinary General Meeting of Shareholders shall be convened whennecessary.
(Persons Authorized to Convene and Chairperson)
Unless otherwise provided by laws and regulations, a General Meeting of Shareholders shall be
convened by the President of the Company by a resolution of the Board of Directors. In theabsence or disability of the President, another Director shall convene the meeting in the orderpreviously determined by the Board of Directors.
The President shall preside as chairperson at a General Meeting of Shareholders. In the absenceor disability of the President, another Director shall chair the meeting in the order previously
determined by the Board of Directors.
(Measures of Electric Provision, etc.)
The Company shall, in convening a General Meeting of Shareholders, take measures to provide

-8-

2.

Article 16.
2.

Article 17.
2.

Article 18.

information contained in the Reference Documents for the General Meeting of Shareholders, etc.,
electronically.
Of the matters to which electronic provision measures apply, the Company may choose not torecord all or part of matters stipulated in the Ordinance of the Ministry of Justice in the physicaldocuments provided to shareholders who made requests for the provision of physical documents
by the record date for voting rights.
(Method of Resolution)
Unless otherwise provided by laws and regulations or the Articles of Incorporation, resolutionsof the General Meeting of Shareholders shall be adopted by a majority of the voting rights of theshareholders present who are entitled to exercise their voting rights.
Unless otherwise provided in the Articles of Incorporation, resolutions to be adopted inaccordance with the provisions of Article 309, Paragraph 2 of the Companies Act shall be
adopted by a two-thirds or more of the voting rights of the shareholders present at the meeting
where the shareholders holding one-third or more of the voting rights of the shareholders whoare entitled to exercise their voting rights are present.
(Exercise of Voting Rights by Proxy)
A shareholder may exercise his/her voting rights by designating one other shareholder of theCompany who has voting rights as a proxy.
In the case of the preceding Paragraph, the shareholder or proxy must submit to the Company adocument evidencing the proxy’s power of representation at each General Meeting of
Shareholders.
(Minutes)
With respect to the proceedings of the General Meeting of Shareholders, the substance of theproceedings and the results thereof, and any other matters required by laws and regulations shallbe stated or recorded in the minutes.
CHAPTER IV. DIRECTORS AND BOARD OF DIRECTORS

Article 19.

Article 20.
2.

(Establishment of Board of Directors)
The Company shall have a Board of Directors.
(Number of Directors)
The Company shall have no more than ten (10) Directors (excluding Directors who are Audit &Supervisory Committee Members).
The Company shall have no more than five (5) Directors who are Audit & Supervisory
Committee Members (hereinafter “Audit & Supervisory Committee Members”).

3.

(Election of Directors)
Directors shall be elected by a resolution of the General Meeting of Shareholders, distinguishing
between Audit & Supervisory Committee Members and other Directors.
A resolution for the election of Directors shall be adopted by a majority of the votes ofshareholders present at a meeting where shareholders holding one-third or more of the voting
rights of shareholders who are entitled to exercise their voting rights are present.
The resolution for the election of Directors shall not be adopted by cumulative voting.

Article 22.

(Term of Office of Directors)
The term of office of Directors shall expire at the conclusion of the Ordinary General Meeting of

Article 21.
2.

-9-

2.
3.

Article 23.
2.
3.

Article 24.
2.

Article 25.
2.

Shareholders relating to the last fiscal year ending within one year after their election.
Notwithstanding the provisions of the preceding Paragraph, the term of office of Audit &Supervisory Committee Members shall expire at the conclusion of the Ordinary General Meetingof Shareholders relating to the last fiscal year ending within two years after their election.
The term of office of Audit & Supervisory Committee Members elected to fill a vacancy shall
expire at the end of the term of office of the retiring Audit & Supervisory Committee Member.
(Representative Director and Directors with Special Titles)
The Company shall appoint Representative Director by a resolution of the Board of Directors.
Representative Director shall represent the Company and shall execute the business of theCompany.
The Board of Directors may, by its resolution, select one (1) President, and if necessary, one (1)Chairman and a few Vice Presidents, Senior Managing Directors, and Managing Directors.
(Persons Authorized to Convene and Chairperson of Meetings of the Board of Directors)
Except as otherwise provided by laws and regulations, the President shall convene and chair the
meetings of the Board of Directors.
In the absence or disability of the President, another Director shall convene and chair a meetingof the Board of Directors in an order previously determined by the Board of Directors.
(Notice of Convocation of Meetings of the Board of Directors)
Notice of convocation of a meeting of the Board of Directors shall be given to each Director atleast three days prior to the date of the meeting. However, this period may be shortened in caseof urgent necessity.
A meeting of the Board of Directors may be held without following the procedures forconvening a meeting if all the Directors consent thereto.

Article 26.

(Method of Resolutions of Meetings of the Board of Directors)
Resolutions of a meeting of the Board of Directors shall be adopted by a majority of the votes of
the Directors present at a meeting where a majority of the Directors are present.

Article 27.

(Omission of Resolutions of Meetings of the Board of Directors)
The Company shall deem a resolution of the Board of Directors to be passed if all Directors
agree in writing or by electromagnetic record to the matters to be resolved at a meeting of theBoard of Directors.

Article 28.

Article 29.

Article 30.

(Delegation of Business Execution to Directors)
The Company may delegate important business decisions (excluding the matters listed in each
Item of Article 399-13, Paragraph 5 of the Companies Act) to Directors by a resolution of theBoard of Directors pursuant to the provisions of Article 399-13, Paragraph 6 of the Companies
Act.
(Minutes of Meetings of the Board of Directors)
The substance of proceedings and results of a meeting of the Board of Directors and othermatters stipulated by laws and regulations shall be stated or recorded in the minutes, andDirectors present at the meeting shall write their names and affix their seals thereto orelectronically sign the minutes.
(Exemption of Directors from Liability)
The Company may, by a resolution of the Board of Directors, exempt Directors (including- 10 -

2.

former Directors) from liability for damages under Article 423, Paragraph 1 of the Companies
Act up to the amount obtained by deducting the minimum liability amount stipulated by laws
and regulations from the amount of liability for damages if the requirements stipulated by laws
and regulations are met.
The Company may enter into an agreement with Directors (excluding Directors who are
Executive Directors, etc.) to limit their liability for damages under Article 423, Paragraph 1 of
the Companies Act, if the requirements stipulated by laws and regulations are met. However, themaximum amount of liability based on such agreement shall be the minimum liability amountstipulated by laws and regulations.

Article 31.
2.

(Division of Responsibilities of Directors)
The President shall supervise the overall management of the Company’s business.
The Chairman, Executive Vice Presidents, Senior Managing Directors, Managing Directors, andother Directors (excluding Outside Directors and Audit & Supervisory Committee Members)
shall each assist the President and shall be in charge of matters as prescribed.

Article 32.

(Remuneration, etc., of Directors)
Remuneration, etc., of Directors shall be determined by a resolution of the General Meeting of
Shareholders, distinguishing Audit & Supervisory Committee Members and other Directors.

Article 33.

(Regulations of Board of Directors)
Matters concerning the Board of Directors shall be governed by the Board of Directors
Regulations established by the Board of Directors in addition to those provided by laws andregulations or the Articles of Incorporation.
CHAPTER V. AUDIT & SUPERVISORY COMMITTEE

Article 34.

Article 35.
2.

Article 36.

Article 37.

Article 38.

(Establishment of Audit & Supervisory Committee)
The Company shall have an Audit & Supervisory Committee.
(Notice of Convocation of Meetings of the Audit & Supervisory Committee)
Notice of convocation of a meeting of the Audit & Supervisory Committee shall be given to each
Audit & Supervisory Committee Member at least three days prior to the date of the meeting.
However, this period may be shortened in case of urgent necessity.
A meeting of the Audit & Supervisory Committee may be held without following the proceduresfor convening a meeting if all the Audit & Supervisory Committee Members consent thereto.
(Method of Resolutions of Meetings of the Audit & Supervisory Committee)
Resolutions of a meeting of the Audit & Supervisory Committee shall be adopted by a majority
vote at a meeting where a majority of the Audit & Supervisory Committee Members are present.
(Minutes of Meetings of the Audit & Supervisory Committee)
The substance of proceedings and results of a meeting of the Audit & Supervisory Committee
and other matters stipulated by laws and regulations shall be stated or recorded in the minutes,
and Audit & Supervisory Committee Members present at the meeting shall write their names andaffix their seals thereto or electronically sign the minutes.
(Regulations of Audit and Supervisory Committee)
Matters concerning the Audit & Supervisory Committee shall be governed by the Audit &Supervisory Committee Regulations established by the Audit & Supervisory Committee, in- 11 -

addition to those provided by laws and regulations or the Articles of Incorporation.
CHAPTER VI. ACCOUNTING AUDITOR

Article 39.

(Establishment of Accounting Auditor)
The Company shall have an Accounting Auditor.

Article 40.

(Appointment of Accounting Auditor)
The Accounting Auditor shall be elected by a resolution of the General Meeting of Shareholders.

Article 41.
2.

Article 42.

(Term of Office of Accounting Auditor)
The term of office of the Accounting Auditor shall expire at the conclusion of the Ordinary
General Meeting of Shareholders relating to the last fiscal year ending within one year after its
election.
If no specific resolution is passed at the Ordinary General Meeting of Shareholders set forth in
the preceding Paragraph, the Accounting Auditor shall be deemed to have been reappointed atsuch Ordinary General Meeting of Shareholders.
(Remuneration, etc., of Accounting Auditor)
Remuneration, etc., of the Accounting Auditor shall be determined by Representative Director
with the consent of the Audit & Supervisory Committee.
CHAPTER VII. ACCOUNTS

Article 43.

(Fiscal Year)The fiscal year of the Company shall begin on April 1 of each year and end on March 31 of thefollowing year.

Article 44.

(Year-end Dividends)
The Company shall, by a resolution of the General Meeting of Shareholders, pay dividends ofsurplus in cash (the “Year-end Dividends”) to the shareholders or registered share pledgees
appearing or recorded in the latest shareholders’ register as of March 31 of each year.

Article 45.

Article 46.

(Interim Dividends)
The Company may, by a resolution of the Board of Directors, pay dividends of surplus (the“Interim Dividends”) as provided in Article 454, Paragraph 5 of the Companies Act to theshareholders or registered share pledgees appearing or recorded in the latest shareholders’register as of September 30 of each year.
(Period of Exclusion of Year-end Dividends, etc.)
The Company shall be discharged from the obligation to pay the Year-end Dividends and Interim
Dividends if they have not been received three years from the date of commencement of
payment. No interest shall accrue on unpaid Year-end Dividends and Interim Dividends.

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SUPPLEMENTARY PROVISIONS

Article 1.

Article 2.
1.
2.

Article 3.

(First Fiscal Year)
Notwithstanding the provisions of Article 43, the first fiscal year of the Company shall be fromthe date of incorporation of the Company to March 31, 2024.
(Remuneration, etc., of the First Directors)
Notwithstanding the provisions of Article 32, the amount of remuneration, etc., of Directors of
the Company for the period from the date of incorporation of the Company to the time of thefirst Ordinary General Meeting of Shareholders of the Company shall be as follows, respectively.
The total amount of remuneration, etc., of Directors (excluding Audit & Supervisory Committee
Members) shall be no more than 1,000 million yen per year (not including salaries for employeesof Directors who concurrently serve as employees of the Company).
The total amount of remuneration, etc., of Audit & Supervisory Committee Members shall not
exceed 100 million yen per year.
(Deletion of Supplementary Provisions)
These Supplementary Provisions shall be deleted at the conclusion of the first Ordinary General
Meeting of Shareholders of the Company.

4.

Summary of Matters Set Forth in each Item of Article 206 of the Regulations for Enforcement of theCompanies Act(1)
Matters concerning the reasonableness of the provisions regarding the consideration for the sharetransfer
1) Matters concerning the reasonableness of the shares to be delivered
Since the Share Transfer will establish one Holding Company, which will be the wholly owningparent company, through a sole share transfer of shares of the Company, and since there will be
no change in the composition of shareholders of the Company and the Holding Company at thetime of the share transfer, the Company decided to deliver to the shareholders an allotment of
one common share of the Holding Company for each common share of the Company held by
them, in order not to cause any disadvantage to the shareholders as the first priority. For thisreason, no calculation of the share transfer ratio has been conducted by a third-party institution.
The number of new shares to be delivered by the Holding Company upon the Share Transfer is
expected to be 41,180,306 shares. However, if the total number of outstanding shares of theCompany changes prior to the Share Transfer becoming effective, the above number of newshares to be delivered by the Holding Company will change. The shares of the Company will
also be allotted and delivered with regard to the treasury shares held by the Company as of theeffective time of the Share Transfer.
2) Matters concerning the appropriateness of the amount of capital and reserves
The amount of capital and reserves of the Holding Company is determined within the scope oflaws and regulations, and is judged to be appropriate in light of the purpose and scale of theHolding Company and its capital policy, etc., after its establishment.
(2)
Matters concerning wholly owned subsidiaries in share transfer
There are currently no events that will materially affect the status of the Company’s assets, such as thedisposal of significant assets or the incurrence of significant liabilities after the end of the last fiscalyear.

- 13 -

5.

Matters Concerning Persons Who Will Be Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members) of the Holding Company
The persons who will be Directors (excluding Directors who are Audit & Supervisory Committee
Members) of the Holding Company are as follows. The “Company” in this section refers to NIPPONKANZAI Co., Ltd.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

October 1965

Upper row:
Number of shares of
the Company held
Lower row:
Number of shares ofthe Holding Company
to be allocatedEstablished the Company and assumed the position of
President and Representative Director
August 1972
Established NIPPON KANZAI Service Co., Ltd. and assumed
the position of President and Representative Director
Takeshi Fukuda
949,008
December 1978 Established Three-S Co., Ltd. and assumed the position of(September 6, 1940)
949,008
President and Representative Director (current position)
April 2002
Chairman and Representative Director, NKS Co., Ltd.
Chairman and Representative Director, the Company
April 2008
(current position)[Reasons for nomination as a candidate for Director (excluding Directors who are Audit & Supervisory Committee
Members)]
Mr. Takeshi Fukuda has been involved in the overall management of the Group and currently serves as Chairman and
Representative Director, where he provides strong leadership to the Group and supervises the execution of business
operations. He is well versed in the industry and the Company’s business, and has a high level of knowledge and judgment
based on his extensive experience. Therefore, the Company has determined that he is qualified to serve as a Director of theHolding Company in order to continuously improve the corporate value of the Group.
March 1998
Joined the Company and assumed the position of Chief
Information Officer
June 1998
Director and Chief Information Officer
June 1999
Managing Director, in charge of Planning
August 2002
President and Representative Director, Japan Property
Shintaro Fukuda
2,066,802
Solutions, Ltd.
(June 29, 1965)
2,066,802
October 2002
Corporate Strategy Planning Department and Information
System Department.
June 2005
Chairman, Japan Property Solutions, Ltd.
October 2006
Director, Nippon Service Master Y.K. (current position)
President and Representative Director, the Company (current
April 2008
position)[Reasons for nomination as a candidate for Director (excluding Directors who are Audit & Supervisory Committee
Members)]
Mr. Shintaro Fukuda has promoted business expansion and management reforms at the Company, and is currently leading
the Group under his strong leadership as President and Representative Director. He is well versed in the industry and theCompany’s business, and has a high level of knowledge and foresight based on his extensive experience. Therefore, theCompany has determined that he is qualified to serve as a Director of the Holding Company in order to continuously
improve the corporate value of the Group.

- 14 -

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

April 1981
June 2004
February 2007

Upper row:
Number of shares of
the Company held
Lower row:
Number of shares ofthe Holding Company
to be allocatedJoined the Company
Director, Head of Corporate Strategy Planning Department
Managing Director, Deputy Head in charge of Eastern Japan,
Marketing Supervising Division
June 2011
Senior Managing Director, in charge of Corporate Strategy
Planning, in charge of Group Company Management
Efficiency Improvement
April 2012
Senior Managing Director, Head of General Administration
Supervising Division
June 2019
President and Representative Director, NKJ Holdings Co.,Ltd.
July 2020
Senior Managing Director, in charge of Business
Management, the Company
Mamoru Yasuda
40,326
December2020
Senior Managing Director, in charge of Business(June 18, 1955)
40,326
Management, in charge of Human Resources and Executive
Secretariat
August 2021
Senior Managing Director, in charge of Business
Management, in charge of Human Resources and Executive
Secretariat, in charge of Corporate Strategy Planning, incharge of Overseas Business (current position)
October 2021
President, NIPPON KANZAI USA, Inc. (current position)
President and Representative Director, Nippon Kanzai
May 2022
Housing Management Co., Ltd. (current position)
President and Representative Director, Japan Housing
Management Co., Ltd. (current position)
President and Representative Director, NJK Staff Service
Co., Ltd. (current position)[Reasons for nomination as a candidate for Director (excluding Directors who are Audit & Supervisory Committee
Members)]
Mr. Mamoru Yasuda has extensive knowledge and practical experience from his involvement in the Company’s operations
in various sections, including the sales section, building management and operations section, and administration section.
Currently, he is in charge of Business Management and Human Resources, as well as Corporate Strategy Planning andOverseas Business, where he manages and supervises the Group across the board to realize medium- to long-term
management strategies from a broad perspective. Based on his high-level knowledge of the Company’s business, theCompany has determined that he is qualified to serve as a Director of the Holding Company in order to continuously
improve the corporate value of the Group.

- 15 -

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

April 1979
June 2010

Upper row:
Number of shares of
the Company held
Lower row:
Number of shares ofthe Holding Company
to be allocatedJoined the Company
President and Representative Director, Japan Environmental
Solutions, Ltd. (current position)
June 2011
Senior Managing Director, in charge of Sales Section, theCompany
Yoshikazu Tokuyama October 2011
7,900
President and Representative Director, FCH Partners K.K.
7,900
(December 3, 1956) December 2013 Senior Managing Director, in charge of Corporate Strategy,
the Company
April 2017
Senior Managing Director, Head of Engineering Supervising
Division (current position)
President and Representative Director, Nippon Kanzai
May 2022
Environment Service Co., Ltd. (current position)[Reasons for nomination as a candidate for Director (excluding Directors who are Audit & Supervisory Committee
Members)]
Mr. Yoshikazu Tokuyama has a wide range of extensive practical experience from his involvement in the sales, planning,and engineering sections. He currently oversees the Company’s engineering, procurement, and quality control sections.
Based on his high-level knowledge of the Company’s business, the Company has determined that he is qualified to serve asa Director of the Holding Company in order to continuously improve the corporate value of the Group.
June 2010
Managing Director stationed in Tokyo, the Company
June 2012
Senior Managing Director, Head of Engineering Supervising
Division
December 2013 Senior Managing Director, Head of Property Service
Supervising Division
June 2014
Vice President and Representative Director, Jyoetsu Civic
Service Co., Ltd.
April 2017
Senior Managing Director, Head of Marketing Supervising
Division, the Company
Kunio Takahashi
2,800
June 2017
President and Representative Director, FCH Partners K.K.
(October 11, 1954)
2,800(current position)
President and Representative Director, Oita Station South
Community Service K.K. (current position)
December 2018 President and Representative Director, Sawara Green Terrace
K.K. (current position)
April 2020
President and Representative Director, Fukuoka Culture Base
K.K. (current position)
Senior Managing Director, Head of Property Service
April 2022
Supervising Division, the Company (current position)[Reasons for nomination as a candidate for Director (excluding Directors who are Audit & Supervisory Committee
Members)]
Mr. Kunio Takahashi has been involved in the Company’s management based on his extensive practical experience in thefinancial industry and currently oversees the Company’s building management and operations section. Based on his
high-level knowledge of the Company’s business, the Company has determined that he is qualified to serve as a Director of
the Holding Company in order to continuously improve the corporate value of the Group.

- 16 -

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

March 1981
June 2009

Upper row:
Number of shares of
the Company held
Lower row:
Number of shares ofthe Holding Company
to be allocatedJoined the Company
Director, Head in charge of Eastern Japan, Property Service
Supervising Division
April 2010
Director, in charge of Business Section
June 2011
Vice President and Representative Director, Jyoetsu Civic
Service Co., Ltd.
April 2012
Director, Head of Property Service Supervising Division, theNaoki Furuya
21,100Company(January 27, 1956)
21,100December 2013 Director, in charge of Human Resources, Executive
Secretariat, and Public Relations
April 2015
President and Representative Director, Nippon Kanzai
Environment Service Co., Ltd.
June 2015
Resigned from Director of the Company
In charge of Group Companies, the Company (current
April 2022
position)[Reasons for nomination as a candidate for Director (excluding Directors who are Audit & Supervisory Committee
Members)]
Mr. Naoki Furuya has extensive practical experience, mainly in the building management and operations section andcorporate section of the Company, and in recent years has been involved in overall management as a Representative
Director of a Group company. Based on his high-level knowledge of the Company’s and Group’s business, the Company
has determined that he is qualified to serve as a Director of the Holding Company in order to continuously improve thecorporate value of the Group.

- 17 -

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

June 1982
June 2011
April 2015

Upper row:
Number of shares of
the Company held
Lower row:
Number of shares ofthe Holding Company
to be allocatedJoined the Company
Director, Head of Finance & Accounting Department
Director, in charge of Performance Management, Head of
Performance Management Department, Head of Finance &Accounting Department, General Administration Supervising
Division
April 2017
Director, in charge of General Planning, Group Company
Supervision, and Consolidated and Non-consolidated Business
Performance Management, Head of Finance & Accounting
Department, General Administration Supervising Division
June 2017Managing Director, in charge of General Planning, Group
Company Supervision, and Consolidated andYasuhiro Harada
31,346
Non-consolidated Business Performance Management, Head(February 20, 1960)
31,346of Finance & Accounting Department, General
Administration Supervising Division
April 2018
Managing Director, in charge of General Planning, Group
Company Supervision, and Consolidated andNon-consolidated Business Performance Management,
Deputy Head of General Administration Supervising Division
April 2020
Managing Director, in charge of Finance & Accounting
Supervision, General Planning, and Internal Control, General
Administration Supervising Division, Deputy Head of General
Administration Supervising Division
July 2020
Managing Director, Head of General Administration Division(current position)
President, NIPPON KANZAI USA, Inc.
April 2021
[Reasons for nomination as a candidate for Director (excluding Directors who are Audit & Supervisory Committee
Members)]
Mr. Yasuhiro Harada has extensive practical experience in the accounting and finance section and currently oversees theCompany’s administrative sections. Based on his high-level knowledge of the Company’s business, the Company has
determined that he is qualified to serve as a Director of the Holding Company in order to continuously improve thecorporate value of the Group.

- 18 -

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Upper row:
Number of shares of
the Company held
Lower row:
Number of shares ofthe Holding Company
to be allocatedFebruary 1985
June 2014

Joined the Company
Director, in charge of Engineering and Procurement, Property
Service Supervising Division, Head of Engineering
Management Division
April 2016
Director, in charge of Engineering, Procurement, and Quality
Operations Management, Property Service Supervising
Division, Head of Engineering Management Division
April 2017
Director, Deputy Head of Marketing Supervising Division, incharge of Eastern Japan, Head of Marketing Department
Masahiro Wakamatsu
6,964(Eastern Japan)
6,964(May 11, 1961)
April 2018
Managing Director, Deputy Head of Marketing Supervising
Division, in charge of Eastern Japan and Central Japan
April 2019
Managing Director, Deputy Head of Marketing Supervising
Division, in charge of Eastern Japan and Central Japan, incharge of PPP & PFI
June 2021
President and Representative Director, NS Corporation Co.,
Ltd. (current position)
Managing Director, Head of Marketing Supervising Division
April 2022
(current position)[Reasons for nomination as a candidate for Director (excluding Directors who are Audit & Supervisory Committee
Members)]
Mr. Masahiro Wakamatsu has extensive experience and knowledge of the front-line from his involvement in the building
management and operations sector, and is currently overseeing sales nationwide, including developing new clients andstrengthening relationships with important clients. Based on his high-level knowledge of the Company’s business, theCompany has determined that he is qualified to serve as a Director of the Holding Company in order to continuously
improve the corporate value of the Group.
(Notes)1. The candidate for Director, Mr. Takeshi Fukuda, concurrently serves as President and Representative Director ofThree-S Co., Ltd. and there is a business relationship between the Company and Three-S Co., Ltd., including business
transactions (management guidance fees and provision of services) and receipt of rental fees. A similar business
relationship may continue to exist between the Holding Company and Three-S Co., Ltd.
2. The candidate for Director, Mr. Shintaro Fukuda, concurrently serves as Director of Nippon Service Master Co., Ltd.
and there is a business relationship between the Company and Nippon Service Master Co., Ltd., including payment of
insurance premiums and receipt of administration fees. A similar business relationship may continue to exist between
the Holding Company and Nippon Service Master Co., Ltd.
3. The candidate for Director, Mr. Kunio Takahashi, concurrently serves as President and Representative Director of FCH
Partners Co., Ltd., Oita Station South Community Service Co., Ltd., Sawara Green Terrace Co., Ltd., and Fukuoka
Culture Base Co., Ltd. and there is a business relationship between the Company and each company through theprovision of services. A similar business relationship may continue to exist between the Holding Company and each
4.

5.

6.

7.

company.

The candidate for Director, Mr. Masahiro Wakamatsu, concurrently serves as President and Representative Director of
NS Corporation Co., Ltd. and there is a business relationship (management guidance fees and provision of services)
between the Company and NS Corporation Co., Ltd. A similar business relationship may continue to exist between theHolding Company and NS Corporation Co., Ltd.
There are no special business relationships between other candidates for Director and the Company, and no special
business relationships are expected to arise with the Holding Company after the establishment of the Holding
Company.
If the Holding Company is established, the Holding Company plans to enter into a directors and officers liability
insurance (D&O insurance) agreement with an insurance company that will cover each of the candidates. Under suchinsurance agreement, the Holding Company will cover the damages and legal costs that would be incurred by the
insured, and the Holding Company will bear all premiums for the insured.
The number of shares of the Company held by each candidate for Director is based on their ownership status as ofMarch 31, 2022. The number of shares of the Holding Company to be allocated is based on such ownership status,- 19 -

taking into consideration the share transfer ratio. The actual number of shares of the Holding Company to be allocatedmay vary depending on the ownership status immediately prior to the date of incorporation of the Holding Company.

6.

Matters Concerning Persons Who Will Be Directors Who Are Audit & Supervisory Committee Membersof the Holding Company
The persons who will be Directors who are Audit & Supervisory Committee Members of the Holding
Company are as follows. The “Company” in this section refers to NIPPON KANZAI Co., Ltd.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

April 1990
February 1995
July 1996
June 2000
June 2001
June 2014
Shingo Inui
(November 25, 1967) October 2014
October 2016
June 2017

Upper row:
Number of shares of
the Company held
Lower row:
Number of shares ofthe Holding Company
to be allocatedJoined Mitsui O.S.K. Lines, Ltd.
Joined Lorentzen & Stemoco AS (Oslo)
Joined Inui Global Logistics Co., Ltd.
Director, General Manager, Sales Department
Representative Director and President
Chairman0Counselor0Advisor (current position)
Director and (Outside) Audit & Supervisory Committee
Member, the Company (current position)
January 2020
Representative Director, Kenko Kaiun Co., Ltd. (current
position)
Advisor, PALTAC CORPORATION (current position)
January 2022
[Reasons for nomination as a candidate for Director who is an Audit & Supervisory Committee Member]
Mr. Shingo Inui has five years of experience as a Director and (Outside) Audit & Supervisory Committee Member of theCompany and has abundant experience and broad knowledge of corporate management. After his appointment, theCompany expects that he will continue to advise and supervise the management of the Group, mainly from a managerial
perspective. Therefore, the Company has determined that he is qualified to serve as a Director and (Outside) Audit &Supervisory Committee Member of the Holding Company in order to continuously improve the corporate value of theGroup.
April 1988
Joined Toyo Trust and Banking Company, Limited (currently
Mitsubishi UFJ Trust and Banking Corporation)
August 2000
Director, Kashiwa Co., Ltd.
August 2002
Representative Director
Yoshiro Yamashita June 2007
0
Audit & Supervisory Board Member, the Company(April 12, 1965)
0March 2013
Chairman, SEAMATE Inc. (current position)
June 2015
Director and (Outside) Audit & Supervisory Committee
Member, the Company (current position)
Outside Audit & Supervisory Board Member, Onomichi
June 2018
Dockyard Co., Ltd. (current position)[Reasons for nomination as a candidate for Director who is an Audit & Supervisory Committee Member]
Mr. Yoshiro Yamashita has seven years of experience as a Director and (Outside) Audit & Supervisory Committee
Member of the Company and has abundant experience and broad knowledge of corporate management. After his
appointment, the Company expects that he will continue to advise and supervise the management of the Group, mainly
from a managerial perspective. Therefore, the Company has determined that he is qualified to serve as a Director and(Outside) Audit & Supervisory Committee Member of the Holding Company in order to continuously improve thecorporate value of the Group.

- 20 -

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Upper row:
Number of shares of
the Company held
Lower row:
Number of shares ofthe Holding Company
to be allocatedJune 1994
June 2004
June 2006
November 2008
April 2009

Joined K.K. KOSUGA
Director of K.K. KOSUGA
Senior Managing Director
Resigned from Director of K.K. KOSUGA
Kota Kosuga
0Established K.K. KOSUGA-no-Kagu and assumed the(December 19, 1966)
0
position of Representative Director (current position)
June 2011
Audit & Supervisory Board Member, the Company
Director and (Outside) Audit & Supervisory Committee
June 2015
Member (current position)[Reasons for nomination as a candidate for Director who is an Audit & Supervisory Committee Member]
Mr. Kota Kosuga has seven years of experience as a Director and (Outside) Audit & Supervisory Committee Member of
the Company and has abundant experience and broad knowledge of corporate management. After his appointment, theCompany expects that he will continue to advise and supervise the management of the Group, mainly from a managerial
perspective. Therefore, the Company has determined that he is qualified to serve as a Director and (Outside) Audit &Supervisory Committee Member of the Holding Company in order to continuously improve the corporate value of theGroup.
October 1992
Joined Tohmatsu & Co. (currently Deloitte Touche Tohmatsu
LLC)
September 2004 Transferred to Tohmatsu Tax Co. (currently Deloitte
Tohmatsu Tax Co.)
October 2012
PartnerJanuary 2019
Established Takako Okada Certified Public Accountant andTax Accountant Office and assumed the position of
Takako Okada
0
Representative (current position)0(September 11, 1965)
June 2019
Audit & Supervisory Board Member, Ichikawa Co., Ltd.
(current position)
March 2020
Auditor, Kenedix, Inc.
Corporate Auditor, Kenedix Real Estate Fund Management,
Inc.
Director and (Outside) Audit & Supervisory Committee
June 2021
Member (current position)[Reasons for nomination as a candidate for Director who is an Audit & Supervisory Committee Member]
Ms. Takako Okada has one year of experience as a Director and (Outside) Audit & Supervisory Committee Member of theCompany and has professional knowledge and abundant experience as a certified public accountant and tax accountant.
After her appointment, the Company expects that she will continue to use her wealth of knowledge as a specialist to
provide advice and supervision to the management of the Group. Therefore, the Company has determined that she isqualified to serve as a Director and (Outside) Audit & Supervisory Committee Member of the Holding Company in order tocontinuously improve the corporate value of the Group.
(Notes)1. There are no special business relationships between the candidates for Directors who are Audit & Supervisory
Committee Members and the Company, and no special business relationships are expected to arise with the Holding
Company after the establishment of the Holding Company.
2. Candidates for Directors who are Audit & Supervisory Committee Members, Mr. Shingo Inui, Mr. Yoshiro Yamashita,
Mr. Kota Kosuga, and Ms. Takako Okada, are candidates for Outside Directors.
3. Candidates for Outside Directors, Mr. Shingo Inui, Mr. Yoshiro Yamashita, Mr. Kota Kosuga, and Ms. Takako Okada,
are candidates for independent officers as stipulated by the Tokyo Stock Exchange.
4. If the Holding Company is established, the Holding Company plans to enter into a directors and officers liability
insurance (D&O insurance) agreement with an insurance company that will cover each of the candidates. Under suchinsurance agreement, the Holding Company will cover the damages and legal costs that would be incurred by the
insured, and the Holding Company will bear all premiums for the insured.
5. The Company has entered into liability limitation agreements with each of Mr. Shingo Inui, Mr. Yoshiro Yamashita, Mr.
Kota Kosuga, and Ms. Takako Okada under Article 427, Paragraph 1 of the Companies Act, and the Holding Company
plans to enter into new liability limitation agreements with each of them after the establishment of the Holding
Company. The maximum amount of liability of Directors who are Audit & Supervisory Committee Members under- 21 -

6.

7.

these agreements is the sum of the amounts stipulated in Article 425, Paragraph 1 of the Companies Act.
The number of shares of the Company held by each candidate for Director who is an Audit & Supervisory Committee
Member is based on their ownership status as of March 31, 2022. The number of shares of the Holding Company to beallocated is based on such ownership status, taking into consideration the share transfer ratio. The actual number ofshares of the Holding Company to be allocated may vary depending on the ownership status immediately prior to thedate of incorporation of the Holding Company.

Matters Concerning the Company Who Will Be the Accounting Auditor of the Holding Company
The company who will be the Accounting Auditor of the Holding Company is as follows.
(As of June 30, 2021)

Name

PricewaterhouseCoopers Aarata LLC

Location of principal place of businessOtemachi Park Building, 1-1-1 Otemachi, Chiyoda-ku, Tokyo

History

June 2006
Establishment of PricewaterhouseCoopers Aarata as a member firm inJapan of PricewaterhouseCoopers (PwC)
July 2006
Commencement of operations
July 2015
Changed the corporate name in Japanese from “Aarata Kansa Hojin”
to “PwC Aarata Kansa Hojin.”
July 2016
Converted to a limited liability audit corporation. Changed thecorporate name to “PwC Aarata Yugen Sekinin Kansa Hojin” (English
name: PricewaterhouseCoopers Aarata LLC).

Number of members

Partners (certified public accountants andspecified partners)
Certified public accountants
Persons who passed the certified public
accountant examination, etc.
Audit assistants
Other administrative staff
Total

Number of audited companies

168

persons892
578

persons
persons

1,237
133
3,008

persons
persons
persons

Audit certification services

1,158

companies

Non-audit certification services

1,205

companies

Capital

1.0 billion yen

OfficesTokyo, Nagoya, Osaka, Fukuoka(Note) The reason why the Audit & Supervisory Committee of the Company has nominated PricewaterhouseCoopers Aarata
LLC as a candidate for the Accounting Auditor is that the Audit & Supervisory Committee believes that the firm isprofessional, independent, and appropriate, and has a system in place to ensure that audits of the Holding Company are
conducted properly and appropriately.

- 22 -

Proposal 3:

Partial Amendments to the Articles of Incorporation

1.

Reasons for the proposal
In order to facilitate administrative procedures related to the convocation, etc. of the Ordinary General
Meeting of Shareholders, the Company has stipulated provisions related to the record date for voting
rights at the Ordinary General Meeting of Shareholders in Article 12 of its Articles of Incorporation
pursuant to Article 124, Paragraph 3 of the Companies Act. However, if Proposal 2 “Approval of
Share Transfer Plan” is approved and the share transfer (the “Share Transfer”) is implemented as ofApril 3, 2023 (scheduled), the Company will have only one shareholder, the Holding Company, andthe provisions regarding the record date for voting rights at the Ordinary General Meeting of
Shareholders will lose their necessity. Accordingly, the Company proposes to abolish the record date
system for voting rights at the Ordinary General Meeting of Shareholders, delete Article 12 (RecordDate), and move up Article 13 and the following articles by one article.
This amendment to the Articles of Incorporation will become effective on March 31, 2023,
provided that Proposal 2 “Approval of Share Transfer Plan” is approved as proposed, the sharetransfer agreement relating to the Share Transfer has not lost its effect by the day before March 31,
2023, and the Share Transfer has not been canceled.

2.

Description of the amendments(Amended parts are underlined.)
Proposed Amendment
Articles 1 to 11 (Omitted)

Current Articles of Incorporation
Articles 1 to 11 (Omitted)(Record Date)(Deleted)
Article 12. The Company shall deem theshareholders with voting rights whose names
appear or are recorded in the latest
shareholders’ register as of March 31 of eachyear to be the shareholders entitled to exercise
their rights at the Ordinary General Meeting of
Shareholders relating to that fiscal year.
2. Notwithstanding the preceding Paragraph, theCompany may, if necessary, by a resolution of
the Board of Directors and upon giving priorpublic notice, deem the shareholders or
registered share pledgees whose names appear
or are recorded in the latest shareholders’register as of a certain date to be theshareholders or registered share pledgees
entitled to exercise their rights.
Articles 13 to 46 (Omitted)

Articles 12 to 45 (Unchanged)

SUPPLEMENTARY PROVISIONS (Omitted)

SUPPLEMENTARY PROVISIONS (Unchanged)(Reference)
Dividends of surplus (Year-end Dividends) for the fiscal year ending March 31, 2023 (April 1, 2022 toMarch 31, 2023) will be paid by the Company to shareholders or registered share pledgees whose names
appear or are recorded in the latest shareholders’ register as of March 31, 2023, in accordance with
Article 43 (Year-end Dividends) of the Articles of Incorporation after amendment.

- 23 -

Proposal 4:

Election of Eight (8) Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)

The term of office of all Directors (excluding Directors who are Audit & Supervisory Committee Members)
will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the election of eight (8)Directors (excluding Directors who are Audit & Supervisory Committee Members) is proposed.
With respect to this proposal, the appointment of candidates for Directors (excluding Directors who are
Audit & Supervisory Committee Members) was deliberated by the Audit & Supervisory Committee and it
was determined that the candidates are suitable for the position.
The candidates for Directors are as follows:
No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
October 1965
August 1972

Takeshi Fukuda(September 6, 1940)
1

2

December 1978
April 2002
April 2008

Established the Company and assumed the position of President
and Representative Director
Established NIPPON KANZAI Service Co., Ltd. and assumed
the position of President and Representative Director
Established Three-S Co., Ltd. and assumed the position of
President and Representative Director (current position)
Chairman and Representative Director, NKS Co., Ltd.
Chairman and Representative Director, the Company (current
position)

Number ofshares of theCompany held

949,008[Reasons for nomination]
Mr. Takeshi Fukuda has been involved in the overall management of the Group and currently serves as Chairman and
Representative Director, where he provides strong leadership to the Group and supervises the execution of business
operations. He is well versed in the industry and the Company’s business, and has a high level of knowledge and judgment
based on his extensive experience. Therefore, the Company has determined that he remains qualified to serve as a Director
in order to continuously improve the corporate value of the Group.
March 1998
Joined the Company and assumed the position of Chief
Information Officer
June 1998
Director and Chief Information Officer
June 1999
Managing Director, in charge of Planning
August 2002
President and Representative Director, Japan Property Solutions,
Shintaro Fukuda
Ltd.
2,066,802(June 29, 1965)
October 2002
Corporate Strategy Planning Department and Information
System Department.
June 2005
Chairman, Japan Property Solutions, Ltd.
October 2006
Director, Nippon Service Master Y.K. (current position)
President and Representative Director, the Company (current
April 2008
position)[Reasons for nomination]
Mr. Shintaro Fukuda has promoted business expansion and management reforms at the Company, and is currently leading
the Group under his strong leadership as President and Representative Director. He is well versed in the industry and theCompany’s business, and has a high level of knowledge and foresight based on his extensive experience. Therefore, theCompany has determined that he remains qualified to serve as a Director in order to continuously improve the corporate
value of the Group.

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No.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1981
June 2004
February 2007
June 2011
April 2012
June 2019
July 2020

Mamoru Yasuda(June 18, 1955)

December 2020
August 2021

3
October 2021
May 2022

4

Joined the Company
Director, Head of Corporate Strategy Planning Department
Managing Director, Deputy Head in charge of Eastern Japan,
Marketing Supervising Division
Senior Managing Director, in charge of Corporate Strategy
Planning, in charge of Group Company Management Efficiency
Improvement
Senior Managing Director, Head of General Administration
Supervising Division
President and Representative Director, NKJ Holdings Co., Ltd.
Senior Managing Director, in charge of Business Management,
the Company
Senior Managing Director, in charge of Business Management,in charge of Human Resources and Executive Secretariat
Senior Managing Director, in charge of Business Management,in charge of Human Resources and Executive Secretariat, incharge of Corporate Strategy Planning, in charge of Overseas
Business (current position)
President, NIPPON KANZAI USA, Inc. (current position)
President and Representative Director, Nippon Kanzai Housing
Management Co., Ltd. (current position)
President and Representative Director, Japan Housing
Management Co., Ltd. (current position)
President and Representative Director, NJK Staff Service Co.,
Ltd. (current position)

Number ofshares of theCompany held

40,326[Reasons for nomination]
Mr. Mamoru Yasuda has extensive knowledge and practical experience from his involvement in the Company’s operations
in various sections, including the sales section, building management and operations section, and administration section.
Currently, he is in charge of Business Management and Human Resources, as well as Corporate Strategy Planning andOverseas Business, where he manages and supervises the Group across the board to realize medium- to long-term
management strategies from a broad perspective. Based on his high-level knowledge of the Company’s business, theCompany has determined that he remains qualified to serve as a Director in order to continuously improve the corporate
value of the Group.
April 1979
Joined the Company
June 2010
President and Representative Director, Japan Environmental
Solutions, Ltd. (current position)
June 2011
Senior Managing Director, in charge of Sales Section, theCompany
Yoshikazu Tokuyama October 2011
President and Representative Director, FCH Partners K.K.
7,900
(December 3, 1956) December 2013 Senior Managing Director, in charge of Corporate Strategy, theCompany
April 2017
Senior Managing Director, Head of Engineering Supervising
Division (current position)
President and Representative Director, Nippon Kanzai
May 2022
Environment Service Co., Ltd. (current position)[Reasons for nomination]
Mr. Yoshikazu Tokuyama has a wide range of extensive practical experience from his involvement in the sales, planning,and engineering sections. He currently oversees the Company’s engineering, procurement, and quality control sections.
Based on his high-level knowledge of the Company’s business, the Company has determined that he remains qualified toserve as a Director in order to continuously improve the corporate value of the Group.

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No.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
June 2010
June 2012
December 2013
June 2014
April 2017

Kunio Takahashi(October 11, 1954)

June 20175
December 2018
April 2020
April 2022

6

Managing Director stationed in Tokyo, the Company
Senior Managing Director, Head of Engineering Supervising
Division
Senior Managing Director, Head of Property Service
Supervising Division
Vice President and Representative Director, Jyoetsu Civic
Service Co., Ltd.
Senior Managing Director, Head of Marketing Supervising
Division, the Company
President and Representative Director, FCH Partners K.K.
(current position)
President and Representative Director, Oita Station South
Community Service K.K. (current position)
President and Representative Director, Sawara Green Terrace
K.K. (current position)
President and Representative Director, Fukuoka Culture Base
K.K. (current position)
Senior Managing Director, Head of Property Service
Supervising Division, the Company (current position)

Number ofshares of theCompany held

2,800

[Reasons for nomination]
Mr. Kunio Takahashi has been involved in the Company’s management based on his extensive practical experience in thefinancial industry and currently oversees the Company’s building management and operations section. Based on his
high-level knowledge of the Company’s business, the Company has determined that he remains qualified to serve as a
Director in order to continuously improve the corporate value of the Group.
March 1981
Joined the Company
June 2009
Director, Head in charge of Eastern Japan, Property Service
Supervising Division
April 2010
Director, in charge of Business Section
June 2011
Vice President and Representative Director, Jyoetsu Civic
Naoki FuruyaService Co., Ltd.
(January 27, 1956) April 2012
Director, Head of Property Service Supervising Division, the21,100Company[New appointment] December 2013 Director, in charge of Human Resources, Executive Secretariat,
and Public Relations
April 2015
President and Representative Director, Nippon Kanzai
Environment Service Co., Ltd.
June 2015
Resigned from Director of the Company
In charge of Group Companies, the Company (current position)
April 2022
[Reasons for nomination]
Mr. Naoki Furuya has extensive practical experience, mainly in the building management and operations section andcorporate section of the Company, and in recent years has been involved in overall management as a Representative
Director of a Group company. Based on his high-level knowledge of the Company’s and Group’s business, the Company
has determined that he is qualified as a candidate for Director in order to continuously improve the corporate value of theGroup.

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No.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
June 1982
June 2011
April 2015

April 2017

June 2017
Yasuhiro Harada(February 20, 1960)
7

April 2018

April 2020

July 2020

8

Joined the Company
Director, Head of Finance & Accounting Department
Director, in charge of Performance Management, Head of
Performance Management Department, Head of Finance &Accounting Department, General Administration Supervising
Division
Director, in charge of General Planning, Group Company
Supervision, and Consolidated and Non-consolidated Business
Performance Management, Head of Finance & Accounting
Department, General Administration Supervising Division
Managing Director, in charge of General Planning, Group
Company Supervision, and Consolidated and Non-consolidated
Business Performance Management, Head of Finance &Accounting Department, General Administration Supervising
DivisionManaging Director, in charge of General Planning, Group
Company Supervision, and Consolidated and Non-consolidated
Business Performance Management, Deputy Head of General
Administration Supervising Division
Managing Director, in charge of Finance & Accounting
Supervision, General Planning, and Internal Control, General
Administration Supervising Division, Deputy Head of General
Administration Supervising Division
Managing Director, Head of General Administration Division(current position)
President, NIPPON KANZAI USA, Inc.

Number ofshares of theCompany held

31,346

April 2021
[Reasons for nomination]
Mr. Yasuhiro Harada has extensive practical experience in the accounting and finance section and currently oversees theCompany’s administrative sections. Based on his high-level knowledge of the Company’s business, the Company has
determined that he remains qualified to serve as a Director in order to continuously improve the corporate value of theGroup.
February 1985
Joined the Company
June 2014
Director, in charge of Engineering and Procurement, Property
Service Supervising Division, Head of Engineering Management
Division
April 2016
Director, in charge of Engineering, Procurement, and Quality
Operations Management, Property Service Supervising Division,
Head of Engineering Management Division
April 2017
Director, Deputy Head of Marketing Supervising Division, incharge of Eastern Japan, Head of Marketing Department
Masahiro Wakamatsu
6,964(Eastern Japan)(May 11, 1961)
April 2018
Managing Director, Deputy Head of Marketing Supervising
Division, in charge of Eastern Japan and Central Japan
April 2019
Managing Director, Deputy Head of Marketing Supervising
Division, in charge of Eastern Japan and Central Japan, incharge of PPP & PFI
June 2021
President and Representative Director, NS Corporation Co., Ltd.
(current position)
Managing Director, Head of Marketing Supervising Division
April 2022
(current position)[Reasons for nomination]
Mr. Masahiro Wakamatsu has extensive experience and knowledge of the front-line from his involvement in the building
management and operations sector, and is currently overseeing sales nationwide, including developing new clients andstrengthening relationships with important clients. Based on his high-level knowledge of the Company’s business, theCompany has determined that he remains qualified to serve as a Director in order to continuously improve the corporate
value of the Group.

- 27 -

(Notes)
1. The candidate for Director, Mr. Takeshi Fukuda, concurrently serves as President and Representative Director ofThree-S Co., Ltd. and there is a business relationship between the Company and Three-S Co., Ltd., including business
transactions (management guidance fees and provision of services) and receipt of rental fees.
2. The candidate for Director, Mr. Shintaro Fukuda, concurrently serves as Director of Nippon Service Master Co., Ltd.
and there is a business relationship between the Company and Nippon Service Master Co., Ltd., including payment of
insurance premiums and receipt of administration fees.
3. The candidate for Director, Mr. Kunio Takahashi, concurrently serves as President and Representative Director of FCH
Partners Co., Ltd., Oita Station South Community Service Co., Ltd., Sawara Green Terrace Co., Ltd., and Fukuoka
Culture Base Co., Ltd. and there is a business relationship between the Company and each company through theprovision of services.
4. The candidate for Director, Mr. Masahiro Wakamatsu, concurrently serves as President and Representative Director of
NS Corporation Co., Ltd. and there is a business relationship (management guidance fees and provision of services)
between the Company and NS Corporation Co., Ltd.
5. There are no special business relationships between other candidates for Director and the Company.
6. The Company has entered into a directors and officers liability insurance (D&O insurance) agreement with thefollowing outline, which is scheduled to be renewed in July 2022. All of the candidates in this proposal, except for Mr.
Naoki Furuya, are already insured under the said insurance agreement and will continue to be insured after theirelection. Mr. Naoki Furuya will be newly insured after his appointment.
(1) Actual ratio of premiums borne by the insured
The Company bears the premiums, including the rider portion, and there is no actual premium borne by the insured.
(2) Outline of insured accidents subject to compensation
The insurance agreement, including the rider portion, provides coverage for damages that may arise as a result of theinsured officers, etc., being held liable for the performance of his/her duties or being subject to a claim of such liability.
However, there are certain exclusions of liability, such as in the case of acts committed with the knowledge that theacts are in violation of laws and regulations.

- 28 -