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: 1980
June 3, 2019
To our shareholders:
Ichiro Fujisawa
President and Director
DAI-DAN CO., LTD.
1-9-25 Edobori, Nishi-ku, Osaka-city

NOTICE OF THE 90TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 90th Ordinary General Meeting of Shareholders of DAI-DAN CO., LTD.
(the “Company”), which will be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights by postal mail or via theInternet. Please review the attached Reference Documents for the General Meeting of Shareholders, and exercise
your voting rights no later than 5:30 p.m., Monday, June 24, 2019 (Japan Standard Time).
1. Date and Time: Tuesday, June 25, 2019 at 10:00 a.m. (Japan Standard Time)
2. Place:
7F Conference Room, Osaka Head Office
1-9-25 Edobori, Nishi-ku, Osaka-city(Please note that the venue is different from the previous year.)
3. Purposes:
Items to be reported:
1. Business Report, Consolidated Financial Statements, and Non-Consolidated Financial Statements for the90th Term (from April 1, 2018 to March 31, 2019)
2. The results of audit of the Consolidated Financial Statements for the 90th Term by the Accounting
Auditors and the Board of Corporate Auditors
Items to be resolved:
Proposal 1:
Appropriation of surplus
Proposal 2:
Partial amendments to the articles of incorporation
Proposal 3:
Election of ten (10) Directors
Proposal 4:
Election of one (1) Corporate Auditor
Proposal 5:
Determination of amount and details of the performance-linked share-based
compensation for Directors, etc.

-1-

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

Appropriation of surplus

The Company considers the return of profits to its shareholders to be its top management priority. The Company
adopts the basic policy of ensuring the stable and continuous payment of cash dividends while establishing a soundfinancial position.
Taking into consideration the need to return profits commensurate with the strong performance in the fiscal year,
the Company proposes an ordinary dividend of 28 yen per share and a bonus dividend of 20 yen per share, as set
forth below.
The Company has already paid an interim dividend of 28 yen per share; therefore, the annual dividend totals 76 yen
per share (an increase of 20 yen from the previous year).
Matters related to year-end dividends(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof
48 yen per common share of the Company (ordinary dividend: 28 yen; bonus dividend: 20 yen)
Total amount of dividends: 1,069,963,344 yen(3) Effective date of distribution of dividends of surplus
June 26, 2019-2-

Proposal 2:

Partial amendments to the articles of incorporation

1. Reason for the proposal
The Company plans to shorten the term of office of Directors from two years to one year in order to establish amanagement structure that can swiftly cope with changes in management climate along with further
strengthening corporate governance by clarifying the management accountability of Directors. Consequently,
the Company plans to revise Article 22 (Term of Office of Directors) of the current Articles of Incorporation.
2. Details of amendments
The details of the amendments are as follows:
Current Articles of Incorporation
Chapter 4
Directors and the Board of Directors(Term of Office of Directors)
Article 22.
1. The term of office of Directors shall expire at the close of
the Ordinary General Meeting of Shareholders on the last
fiscal year within two (2) years following their election of
office.
2. The term of office of Directors elected as a substitute or
due to an increase in the number of Directors shall be until
the expiry of the term of office of other incumbent
Directors.

(Underlined text indicates the amended parts.)
Proposed amendments
Chapter 4
Directors and the Board of Directors(Term of Office of Directors)
Article 22.
The term of office of Directors shall expire at the close of theOrdinary General Meeting of Shareholders on the last fiscal
year within one (1) year following their election of office.

-3-(Deleted)Proposal 3:

Election of ten (10) Directors

The tenures of all ten (10) Directors (including two (2) outside Directors) will expire at the close of this meeting. In
that regard, the Company proposes the election of ten (10) Directors (including three (3) outside Directors), raising
the number of outside Directors by one (1) to enhance the Company’s management system.
The candidates for Director are as follows:
No.

Name

Position and responsibilities (significant
concurrent positions outside the Company)
Representative Director, Chairman, andCorporate Officer
Representative Director, President, andCorporate Officer
Representative Director, Vice President, andCorporate Officer
Director and Senior Executive Corporate
Officer
General Manager of West Japan Division andGeneral Manager of Osaka Head OfficeDirector and Senior Executive Corporate
Officer
General Manager of Central Japan Division andGeneral Manager of Nagoya Branch OfficeDirector and Executive Corporate Officer
General Manager of East Japan Division andGeneral Manager of Tokyo Head OfficeDirector and Corporate Officer
Head of General Administration Division

Tenure as a
Director
10 years1

Shohei Kitano

Reelection

2

Ichiro Fujisawa

Reelection

3

Takashi Ohta

Reelection

4

Ryoei Koshin

Reelection

5

Takayuki Ikeda

Reelection

6

Kazuhiko Chikaraishi

Reelection

7

Yasuo Kamei

Reelection

8

Hiroshi Yoshida

Reelection
OutsideIndependent

Outside Director

4 years9

Fumio Matsubara

Reelection
OutsideIndependent

Outside Director
Attorney at Law, Asunaro Law Firm
Director, Sewerage Business Management
Centre4 years

10

Koji Kono

New election
OutsideIndependent

Outside Corporate Auditor

Outside: Candidate for outside Director
Independent: Candidate for independent officer-4-

10 years
8 years

5 years

4 years

2 years
1 year

—

No.

Name
(Date of birth)

Career summary, position and responsibilities (significant
concurrent positions outside the Company)
Apr. 1979
Apr. 2009

Shohei Kitano(October 13, 1955)

1

Reelection
Tenure as a Director
10 years
Attendance to Board of
Directors Meetings
18/18 times(100%)

June 2009

Apr. 2011

Apr. 2013
Apr. 2014
Apr. 2017

Apr. 2018

2

Joined the Company
Corporate Officer, Deputy General Manager ofTokyo Head Office, and Manager of
Administration Department
Director, Corporate Officer, Deputy General
Manager of Tokyo Head Office, and Manager
of Administration Department
Director, Executive Corporate Officer, in chargeof East Japan Area, and General Manager ofTokyo Head Office
Representative Director, President, Corporate
Officer, COO, and Head of Sales Division
Representative Director, President, Corporate
Officer, and COO
Representative Director, President, Corporate
Officer, in charge of Sales Division, and in
charge of International Business
Representative Director, Chairman, andCorporate Officer (present position)

Number of theCompany’s shares
owned

25,800[Reasons for nomination as candidate for Director]
Shohei Kitano is familiar with a wide range of businesses including the Accounting Division. He assumed office as a
Director of the Company in June 2009 and served as Representative Director and President for five (5) years from April
2013 and as Representative Director and Chairman from April 2018, and is leading the management as a whole. Basedon this we have determined that he is qualified to realize sustainable growth and improvement of corporate value of theCompany, and we propose his reelection as a Director.
Apr. 1979
Joined the Company
Apr. 2009
Corporate Officer, Head of Industrial Facilities
Division, and Manager of Technical
Department
June 2009
Director, Corporate Officer, Head of Industrial
Facilities Division, and Manager of Technical
Department
Ichiro Fujisawa
Apr.
2010
Director, Corporate Officer, and Head of(October 19, 1956)
Technical Division
Reelection
Apr. 2011
Director, Executive Corporate Officer, andTenure as a Director
Head of Technical Division
19,60010 years
Oct. 2011
Director, Executive Corporate Officer, andAttendance to Board of
Head of Technical Development Division
Directors Meetings
Apr. 2013
Director, Senior Executive Corporate Officer, in
18/18 times
charge of East Japan Area, and General(100%)
Manager of Tokyo Head Office
Apr. 2016
Director and Vice President, Corporate Officer,
in charge of East Japan Area, General Manager
of Tokyo Head Office, and Head of TechnicalDevelopment Group
Apr. 2018
Representative Director, President, andCorporate Officer (present position)[Reasons for nomination as candidate for Director]
Ichiro Fujisawa is familiar with a wide range of businesses including the R&D Division and Technical Construction
Division, etc. He assumed office as a Director of the Company in June 2009 and served as Representative Director andPresident for four (4) years from April 2018, and is leading with excellent management skills. Based on this we havedetermined that he is qualified to realize sustainable growth and improvement of corporate value of the Company, andwe propose his reelection as a Director.

-5-

No.

Name
(Date of birth)

Career summary, position and responsibilities (significant
concurrent positions outside the Company)
Apr. 1973
Apr. 2010
Apr. 2011

June 2011
Takashi Ohta
(October 13, 1950)
Apr. 20133

Reelection
Tenure as a Director
8 years
Attendance to Board of
Directors Meetings
18/18 times(100%)

Apr. 2016

Apr. 2017
Apr. 2018

Apr. 20194

Joined the Company
Corporate Officer and Manager of Hokuriku
BranchSenior Corporate Officer, in charge of Central
Japan Area, and General Manager of Nagoya
BranchDirector, Corporate Officer, in charge ofCentral Japan Area, and General Manager ofNagoya Branch
Director, Senior Executive Corporate Officer, incharge of West Japan Area, and General
Manager of Osaka Head OfficeDirector and Vice President, Corporate Officer,
in charge of Osaka Head Office, in charge of
Nagoya Branch, in charge of General
Administration Division, and in charge ofTechnical Construction Division
Director, Vice President, Corporate Officer, andHead of Technical Construction Group
Representative Director, Vice President,
Corporate Officer, and Head of TechnicalConstruction Group
Representative Director, Vice President, andCorporate Officer (present position)

Number of theCompany’s shares
owned

16,900[Reasons for nomination as candidate for Director]
Takashi Ohta is familiar with a wide range of business, including the Technical Construction Division and Sales
Division, etc. He assumed office as a Director of the Company in June 2011 and is Representative Director and Vice
President from April 2018, with his ability to supervise management from his broad knowledge. Based on this we havedetermined that he is qualified to realize sustainable growth and improvement of corporate value of the Company, andwe propose his reelection as a Director.
Apr. 1975
Joined the Company
Apr. 2013
Corporate Officer, Deputy General Manager ofNagoya Branch, and Technical Development
Coordination
Feb. 2014
Senior Corporate Officer, in charge of Central
Japan Area, and General Manager of Nagoya
Ryoei Koshin
Branch(April 11, 1954)
June 2014
Director, Corporate Officer, in charge ofReelection
Central Japan Area, and General Manager ofTenure as a Director
Nagoya Branch
8,400
5 years
Apr. 2016
Director, Executive Corporate Officer, in charge
Attendance to Board ofof West Japan Area, and General Manager of
Directors Meetings
Osaka Head Office
18/18 times
Apr. 2018
Director, Senior Executive Corporate Officer, in(100%)
charge of West Japan Area, and General
Manager of Osaka Head Office
Apr. 2019
Director, Senior Executive Corporate Officer, incharge of West Japan Division, and General
Manager of Osaka Head Office (present
position)[Reasons for nomination as candidate for Director]
Ryoei Koshin has many years of experience in the Technical Construction Division. He assumed office as a Director of
the Company in June 2014, and in his current role in charge of the West Japan Division, he is leading with excellent
management skills. Based on this we have determined that he is qualified to realize sustainable growth andimprovement of corporate value of the Company, and we propose his reelection as a Director.

-6-

No.

Name
(Date of birth)

Career summary, position and responsibilities (significant
concurrent positions outside the Company)
Apr. 1985
Apr. 2014

Takayuki Ikeda(July 25, 1961)

5

Reelection
Tenure as a Director
4 years
Attendance to Board of
Directors Meetings
18/18 times(100%)

May 2015
June 2015
Apr. 2016

Apr. 2018

Apr. 2019

Number of theCompany’s shares
ownedJoined the Company
Corporate Officer, Deputy Head of General
Administration Division, Manager of
Accounting Department, and in charge ofCompliance Committee
Senior Corporate Officer and Head of General
Administration Division
Director, Corporate Officer, Head of General
Administration Division
Director, Executive Corporate Officer, Head ofGeneral Administration Division, and Manager
of International Affairs OfficeDirector, Senior Executive Corporate Officer, incharge of Central Japan Area, and General
Manager of Nagoya Branch
Director, Senior Executive Corporate Officer,
General Manager of Central Japan Division,and General Manager of Nagoya Branch(present position)[Reasons for nomination as candidate for Director]
Takayuki Ikeda has many years of experience in the Accounting Division. He assumed office as a Director of theCompany in June 2015, and in his current role in charge of the Central Japan Division, he is leading with excellent
management skills. Based on this we have determined that he is qualified to realize sustainable growth andimprovement of corporate value of the Company, and we propose his reelection as a Director.

-7-

4,800

No.

Name
(Date of birth)

Career summary, position and responsibilities (significant
concurrent positions outside the Company)
Apr. 1983
Apr. 2010

Apr. 2013
Apr. 2014

Kazuhiko Chikaraishi(August 3, 1959)

6

Reelection
Tenure as a Director
2 years
Attendance to Board of
Directors Meetings
18/18 times(100%)

May 2015

Apr. 2016
Apr. 2017

June 2017

Apr. 2018

Apr. 20197

Joined the Company
Deputy Technical Development Coordination inTokyo Head Office and Manager ofEngineering Department 4
Technical Development Coordination in Tokyo
Head Office
Deputy General Manager of Tokyo Head
Office, and Technical Development
Coordination
Corporate Officer, Deputy General Manager ofTokyo Head Office, and TechnicalDevelopment Coordination
Senior Corporate Officer and Head of TechnicalConstruction Division
Senior Corporate Officer, Deputy Head ofTechnical Construction Group, Head ofTechnical Construction Division, and Deputy
General Manager of Tokyo Head OfficeDirector, Corporate Officer, Deputy Head ofTechnical Construction Group, Head ofTechnical Construction Division, and Deputy
General Manager of Tokyo Head OfficeDirector, Executive Corporate Officer, in chargeof East Japan Area, and General Manager ofTokyo Head OfficeDirector, Executive Corporate Officer, General
Manager of East Japan Division, and General
Manager of Tokyo Head Office (present
position)

Number of theCompany’s shares
owned

2,200

[Reasons for nomination as candidate for Director]
Kazuhiko Chikaraishi has many years of experience in the Technical Construction Division of the Tokyo Head Office.
He assumed office as a Director of the Company in June 2017, and in his current role in charge of the East Japan
Division, he is leading with excellent management skills. Based on this we have determined that he is qualified torealize sustainable growth and improvement of corporate value of the Company, and we propose his reelection as a
Director.
Apr. 1986
Joined the Company
Yasuo Kamei
Apr. 2013
Manager of Accounting Department, General(November 27, 1962)
Administration Division
Apr. 2014
Manager of Administration Department at
Reelection
Tokyo Head OfficeTenure as a Director
Apr. 2018
Corporate Officer, Head of General
1 year3,400
Administration Division, and Manager ofAttendance to Board ofInternational Affairs OfficeDirectors Meetings
June 2018
Director, Corporate Officer, Head of General
14/15 times
Administration Division, and Manager of(93%)
International Affairs OfficeAttendance since assuming
Apr.
2019
Director, Corporate Officer, Head of General
office on June 28, 2018
Administration Division (present position)[Reasons for nomination as candidate for Director]
Yasuo Kamei has many years of experience in the Accounting Division. Based on the fact that he currently responds
quickly to changes in the business environment as the person in charge of the General Administration Division, we havedetermined that he is qualified to realize sustainable growth and improvement of corporate value of the Company, andwe propose his reelection as a Director.

-8-

No.

Name
(Date of birth)

Career summary, position and responsibilities (significant
concurrent positions outside the Company)
Apr. 1970

8

Number of theCompany’s shares
ownedJoined Mitsubishi Petrochemical Co., Ltd.
(Currently Mitsubishi Chemical Corporation)
Hiroshi Yoshida
Apr. 2006
Managing Executive Officer and Head of(October 20, 1947)
Polymer Division
President and Director, Japan Polychem<Candidate for outside
Corporation
Director>
Apr. 2008
Representative Director and President,
Reelection
Mitsubishi Plastics, Inc. (Currently Mitsubishi
0
Tenure as a Director
Chemical Corporation)
4 years
June 2008
Director of the Board of Mitsubishi Chemical
Attendance to Board of
Holdings Corporation
Directors Meetings
Apr. 2012
Senior Advisor, Mitsubishi Plastics, Inc.
18/18 times(Currently Mitsubishi Chemical Corporation)(100%)
Apr. 2014
Special Advisor
June 2015
Director, the Company (present position)[Reasons for nomination as candidate for outside Director]
Hiroshi Yoshida has extensive experience and a wide range of insight as a corporate manager, and has worked hard tostrengthen management oversight functions. Based on his track record of positive opinions and suggestions about theCompany’s management we have determined that he is qualified to realize sustainable growth and improvement ofcorporate value of the Company, and we propose his reelection as an outside Director.
In addition, he was working for Mitsubishi Plastics, Inc. (Currently Mitsubishi Chemical Corporation), and theCompany has ordinary business relations with the company including orders of construction work. However, theCompany deems him to be independent as an outside Director, since the transaction amount with it accounts for only
0.28% of the Company’s net sales, and thus he meets the Company’s criteria for independence of outside Directors.

-9-

No.

Name
(Date of birth)

Career summary, position and responsibilities (significant
concurrent positions outside the Company)
Apr. 1973

9

Number of theCompany’s shares
ownedJoined Ministry of Construction (currently
Ministry of Land, Infrastructure, Transport andTourism)
July 2004
Senior Executive Director, Development Bankof Japan
July 2006
Director-General, Land and Water Resources
Fumio Matsubara
Bureau, Ministry of Land, Infrastructure,(March 20, 1950)
Transport and Tourism
Apr. 2008
Senior General Manager, Mizuho Research<Candidate for outside
Institute Ltd.
Director>
July 2009
Vice President, Japan Sewage Works Agency
Reelection
July 2011
Registered as an Attorney at Law
0
Tenure as a Director
Joined Asunaro Law Firm (present position)
4 years
Aug. 2011
Commission, Construction Industry Transaction
Attendance to Board of
Improvement Organization
Directors Meetings
June 2013
Executive Officer, Urban Renewal Fund
18/18 times
Investment Corp.
(100%)
President, Sewerage Business Management
Centre (present position)
June 2015
Director, the Company (present position)[Significant concurrent positions outside the Company]
Attorney at Law, Asunaro Law Firm
Director, Sewerage Business Management Centre[Reasons for nomination as candidate for outside Director]
Fumio Matsubara has extensive experience as a government administrator, extensive insight into the constructionindustry and wide knowledge through his activities as an attorney at law. He has worked hard to strengthen
management oversight functions and based on his track record of positive opinions and suggestions about theCompany’s management we have determined that he is qualified to realize sustainable growth and improvement ofcorporate value of the Company, and we propose his reelection as an outside Director. Please note that he has never inthe past been involved in the management of a company except as an outside officer. However, the Company judges hewill appropriately fulfill his duties as an outside Director based on the above reasons.
In addition, on the assumption that he would assume office as the Company’s outside Director, he served as a part-time
Advisor for a period from June 2014 to June 2015, before assuming office as the Company’s outside Director. Since hiswork was to provide advice from an outside perspective independent of the Company management, and he did notreceive a large amount of remuneration (less than 10 million yen), he meets the Company’s criteria for independence ofoutside Directors. Therefore, the Company deems him to be independent as an outside Director.

- 10 -

No.

Name(Date of birth)

Career summary, position and responsibilities (significant
concurrent positions outside the Company)
Apr. 1978
Apr. 2003

Number of theCompany’s shares
ownedJoined Osaka Gas Co., Ltd.
General Manager of South Area Energy Sales
Dept., Commercial & Industrial Energy
Business Unit
June 2005
Associate Director, and General Manager ofSouth Area Energy Sales Dept., Commercial &Koji Kono
Industrial Energy Business Unit
(September 17, 1952)
June 2007
Executive Officer, and General Manager ofEnergy Business Development Dept.,<Candidate for outside
Commercial & Industrial Energy Business Unit
Director>
June 2009
Senior Executive Officer, and Head of Pipeline
New election
Business Unit
0
Attendance to Board ofJune 2010
Director, Senior Executive Officer, and Head of
Directors Meetings
Pipeline Business Unit
18/18 times
Apr. 2012
Director, Osaka Gas Co., Ltd.; and Director and(100%)
Chairman, Creative Technology Solutions Co.,
Attendance as a Corporate
10
Ltd. (Currently OGCTS Co., Ltd.)
AuditorJune 2012
Advisor, Osaka Gas Co., Ltd.; and Director andChairman, Creative Technology Solutions Co.,
Ltd. (Currently OGCTS Co. Ltd.)
Apr. 2016
Special Advisor, Osaka Gas Co., Ltd.
June 2016
Corporate Auditor, the Company (present
position)[Reasons for nomination as candidate for outside Director]
Koji Kono has extensive experience and a wide range of insight as a corporate manager, and has worked hard tostrengthen management oversight functions in his role as outside Corporate Auditor. Based on his track record of
positive opinions and suggestions about the Company’s management, we have determined that he is qualified to realize
sustainable growth and improvement of corporate value of the Company, and we newly propose his election as an
outside Director.
In addition, he was working for Osaka Gas Co., Ltd. and OGCTS Co., Ltd., and the Company has ordinary business
relations with the companies including orders of construction work. However, the Company deems him to be
independent as an outside Director, since each transaction amount with the companies accounts for only 0.45% of theCompany’s net sales, and thus he meets the Company’s criteria for independence of outside Directors.
Notes: 1. There is no special interest between the candidates and the Company.
2. Hiroshi Yoshida, Fumio Matsubara, and Koji Kono are candidates for outside Director.
3. Hiroshi Yoshida and Fumio Matsubara are currently outside Directors of the Company, and at the close of this meeting,their tenures as outside Directors will be four (4) years each. In addition, Koji Kono is currently an outside Corporate
Auditor of the Company, at the close of this meeting, his tenure as a Corporate Auditor will be three (3) years.
4. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has entered into agreements with Hiroshi
Yoshida and Fumio Matsubara, who are currently outside Directors of the Company, along with Koji Kono, who iscurrently an outside Corporate Auditor of the Company, to limit their liability for damages as provided in Article 423,
Paragraph 1 of the Companies Act. The maximum amount of the liability for damages under these agreements is up to
the total of the minimum liability amount specified in Article 425, Paragraph 1 of the same Act. If the reelection ofHiroshi Yoshida and Fumio Matsubara is approved, the Company plans to renew the aforementioned agreements withthem. In addition, if the election of Koji Kono is approved, the Company plans to conclude the agreement with him
again.
5. The Company has submitted notification to the Tokyo Stock Exchange that Hiroshi Yoshida and Fumio Matsubara, who
are currently outside Directors of the Company, have been designated as independent officers as provided for by the
aforementioned exchange. If the reelection of Hiroshi Yoshida and Fumio Matsubara is approved, the Company plans tocontinue to appoint them as independent officers. In addition, if the election of Koji Kono is approved, the Company
also plans to appoint him as an independent officer.
6. The Company’s criteria for independence of outside Directors are as follows.
The Company deems outside Directors or candidates for outside Director to be independent when they do not fall under
any of the following items:(1) (i) A person who is an Executive Director, an Executive Officer, or an employee, including a manager, of theCompany or any of its Subsidiaries (hereinafter referred to as an “Executing Person”), or who was an
Executing Person of the Company or any of its Subsidiaries for ten (10) years before assuming the office- 11 -

(ii) A person who was a Director or a Corporate Auditor (excluding the person who used to be an Executing
Person), of the Company or any of its Subsidiaries at any time during the ten (10) years before assuming theoffice, and who was an Executing Person of the Company or any of its Subsidiaries for ten (10) years before
assuming the office as a Director or a Corporate Auditor(2) A person who is a major business partner of the Company or an Executing Person thereof(A person who is a major business partner of the Company means a person who received the payment of 2% ormore of the annual consolidated net sales of the person from the Company for the most recent fiscal year.)(3) A major business partner of the Company or an Executing Person thereof(A major business partner of the Company means a person who has made the payment of 2% or more of theaverage annual consolidated net sales of the Company to the Company over the past three (3) fiscal years, or aperson who has loaned the amount of 2% of more of the average total consolidated assets of the Company to theCompany over the past three (3) fiscal years.)(4) A major shareholder of the Company (a person who directly or indirectly holds 10% or more of the total voting
rights) or an Executing Person thereof(5) A person of a corporation of which 10% or more of the total voting rights are directly or indirectly held by theCompany or an Executing Person thereof(6) An attorney at law, a certified public accountant, a tax accountant or a consultant, etc. who receives a large amountof cash and other financial assets in addition to officer remuneration from the Company(A large amount means an average annual amount of 10 million yen or more for a person, and for an organizationsuch as a corporation or association, more than 10% of the average consolidated net sales or total income of theorganization, over the past three (3) fiscal years.)(7) A person who belongs to an organization such as a corporation or association including a law firm, an audit
corporation, a tax accountant corporation or a consultant firm which receives a large amount of cash and otherfinancial assets from the Company(A large amount means an average annual amount of 10 million yen or more for a person, and for an organizationsuch as a corporation or association, more than 10% of the average consolidated net sales or total income of theorganization, over the past three (3) fiscal years.)(8) A person, a director of an organization such a corporation or association, or any other Executing Person who
receives a large amount of contribution or subsidy from the Company(A large amount means an average annual amount of 10 million yen or more for a person, and for an organizationsuch as a corporation or association, more than 10% of the average consolidated net sales or total income of theorganization, over the past three (3) fiscal years.)(9) An executive director, an executive officer or a corporate officer of the other company in which an Executive
Director or a full-time Corporate Auditor of the Company concurrently serves as an outside director or an outside
corporate auditor of the other company(10) A person who has fallen under any of the aforementioned items (2) to (9) during the past three (3) years(11) A spouse, or any relative within the second degree of relationship of a person falling under any of theaforementioned items (1) to (9) who is an important person(An important person means a Director (excluding an outside Director), a Corporate Auditor (excluding an outside
Corporate Auditor), or an employee who is a senior manager equal to or higher than a Corporate Officer and adepartment manager.)- 12 -

Proposal 4:

Election of one (1) Corporate Auditor

Corporate Auditor Koji Kono will retire at the close of this meeting. Therefore, the Company newly proposes theelection of one (1) Corporate Auditor.
This proposal has obtained the consent of the Board of Corporate Auditors.
The term of the newly elected Corporate Auditor will be the same as that of her predecessor under the Company’s
Articles of Incorporation.
The candidate for Corporate Auditor is as follows:
Name(Date of birth)

Career summary and position (significant concurrent positions outside theCompany)
Apr. 1990
Mar. 1992

Number of theCompany’s shares
ownedRegistered as an Attorney at Law (Tokyo Bar Association)
Canceled the Registration of Tokyo Bar Association due to
Leaving for the U.S.
Sept. 1995
Re-registered as an Attorney at Law (Daini Tokyo Bar
Association)
Ikumi Sato
Registered as an Attorney at Law (New York State, U.S.)(December 25, 1963)
Mar. 2013
Joined Yabuki Law Offices (present position)0<Candidate for outside
Apr. 2017
Vice President, Daini Tokyo Bar Association
Corporate Auditor>
Apr. 2018
Executive Governor, Japan Federation of Bar Associations
New election
Apr. 2019
Member, Disclosure and Personal Information Protection
Review Board, Ministry of Internal Affairs andCommunications (present position)[Significant concurrent positions outside the Company]
Attorney at Law, Yabuki Law Offices[Reasons for nomination as candidate for outside Corporate Auditor]
Ikumi Sato has abundant experience as an attorney at law, and extensive insight especially into the Intellectual Property Act and theAnti-Monopoly Act. Since the Company determined that she can contribute to further enhancement of the audit system of theCompany as an outside Corporate Auditor, the Company proposes her election as a new outside Corporate Auditor. Although she has
never been involved in corporate management other than as an outside officer in the past, the Company deems that she will be able
to adequately carry out her duties as an outside Corporate Auditor for the aforementioned reasons.
Notes: 1. There is no special interest between the candidate and the Company.
2. Ikumi Sato is a candidate for outside Corporate Auditor.
3. If the election of Ikumi Sato is approved, pursuant to Article 427, Paragraph 1 of the Companies Act, the Company plansto enter into an agreement with her to limit her liability for damages as provided for in Article 423, Paragraph 1 of theCompanies Act. The maximum amount of the liability for damages under this agreement is up to the total of the amounts
specified in Article 425, Paragraph 1 of the Companies Act.
4. If the election of Ikumi Sato is approved, the Company plans to appoint her as an independent officer as provided for by
the Tokyo Stock Exchange.

- 13 -

Proposal 5:

Determination of amount and details of the performance-linked share-based compensation for
Directors, etc.

1. Reason for the proposal and reason justifying such compensation
The maximum compensation of the Company’s Directors (excluding wages of an employee serving
concurrently as Director) was approved to be less than 700 million yen at the 64th Ordinary General Meetingof Shareholders held on June 29, 1993. As a separate amount from this maximum compensation, the Company
proposes the introduction of a share-based compensation system (hereinafter referred to as “the System”) to
newly issue the Company’s shares as compensation to the Company’s Directors (excluding outside Directors
and non-residents in Japan) and Corporate Officers (together with Directors, hereinafter referred to as“Directors, etc.”).
Since the System is aimed at giving Directors, etc. greater motivation to make contributions to improvebusiness performance and increase corporate value in the medium and long run, the Company believes theintroduction thereof is appropriate.
Furthermore, the number of Directors eligible for the System will total seven (7) if Proposal 3 “Election of ten(10) Directors” is approved as proposed.
In addition, Corporate Officers are also eligible for the System. Compensation under the System includes
compensation paid to Corporate Officers, but considering the possibility that a Corporate Officer could becomea Director during the eligibility period of the System, this proposal proposes the total amount and content ofcompensation pursuant to the System. At the close of this general meeting of shareholders, there will be 25
Corporate Officers that do not serve concurrently as Director eligible for the System.
2. Amount and other details of compensation, etc. of the System(1) Outline of the System
The System is a share-based compensation system under which the Company’s shares are acquired
through a trust using the amount of money to be contributed by the Company to fund the compensation
amount of Directors, etc. and the Company’s shares and the amount of cash equivalent to the converted
value of such Company’s shares (hereinafter referred to as the “Company’s Shares, etc.”) are vested or
paid (“delivered, etc.”) to Directors equivalent to points granted to Directors, etc. based on duty position
and achievement level of business performance targets.
(The details are as in (2) below.)● Eligibility for delivered, etc. of the Company’s Shares, etc. covered by this Proposal
Directors (excluding outside Directors and non-residents in Japan) and Corporate Officers of theCompany● Impact of the Company’s shares covered by this Proposal on the total number of shares issued(i) Upper limit of funds to be contributed by the Company
A total of 420 million yen for the five (5) fiscal years(ii) Upper limit on the number of Company’s shares to be delivered, etc. to Directors and the method ofacquisition• The maximum number of the Company’s Shares, etc. to be delivered, etc. is 150,000 in five (5)fiscal years to eligible Directors, etc.
• The maximum number of points to be granted to Directors, etc. in one (1) fiscal year is 30,000.
• The number of shares converted at one (1) point per common share of the Company isapproximately 0.6% of the total number of shares issued of the Company (as of March 31, 2019,
after deducting treasury shares)• The Company’s shares for the System can be acquired from the stock market or the Company(disposition of treasury shares)(iii) Details of the terms of achieving performance targets• The achievement-linked portion varies on the level of achievement of business performancetargets, with the minimum set at 0%.
• Operating income, etc., will be employed as the indicator for evaluating the level of achievementof business performance targets.
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(iv) Timing of delivered, etc. of Company’s Shares, etc. to the Directors, etc.
• In principle, stock compensation will be delivered, etc. every year after business performance isfinalized for the fiscal year subject to evaluation• However, the Company’s shares acquired through the System will continue to be held until one(1) year elapses after retirement.
(2)Upper limit of funds to be contributed by the Company
The System covers five (5) consecutive fiscal years (the System initially covers the five [5] fiscal years
from the fiscal year ending March 31, 2020 to the fiscal year ending March 31, 2024 and, if the trust
period is extended, the System will apply to each five [5] fiscal years thereafter [hereinafter referred to as
the “Covered Period”]).
The Company will establish a trust for a trust period of five (5) years whose beneficiaries are Directors,
etc. satisfying beneficiary requirements (the “Trust”) by contributing trust money to the Trust ascompensation for Directors, etc. of the Company up to the maximum amount of 420 million yen for the
Covered Period.
The Trust will acquire the Company’s shares from the Company (disposition of treasury shares) or thestock market using the trust money in accordance with the directions of the Trust administrator. During
the trust period, the Company will grant the prescribed number of points to Directors, etc. at theprescribed time each year based on duty position and achievement level of business performance targets.
In turn, the Trust will deliver, etc. the Company’s Shares, etc. in the number equivalent to the points.
The Trust may be continued at the expiry of the trust period by modifying the trust contract and making
additional contributions to the Trust instead of establishing a new Trust. In such case, the Company will
extend the trust period only by the period equal to the initial trust period and will designate the five (5)fiscal years following such extension as the new Covered Period.
The Company will make an additional contribution within the range of the total amount of 420 million
yen in each extended trust period, and it will continue granting points to the Directors, etc. andconducting delivered, etc. of the Company’s Shares, etc. to them during the extended trust period.
However, in the case of making such additional contributions, if the Company’s shares remaining in thetrust property prior to the extension (excluding the number of the Company’s shares that have not yet
been delivered, etc. to Directors equivalent to points granted to them) and cash (such shares and money
are collectively referred to as the “Remaining Shares, etc.”), the total amount of the Remaining Shares,
etc. and additionally contributed money shall not exceed 420 million yen.

(3)

Calculation method and maximum number of Company’s Shares, etc. to be delivered, etc. to Directors,
etc.
The number of Company’s Shares, etc. that will be delivered, etc. to Directors, etc. will be determinedbased on the points granted at the prescribed time each year pursuant to duty position and achievementlevel of business performance targets.
If the number of Company’s shares under the Trust is increased or decreased through a stock split orconsolidation of shares, etc. during the trust period, the Company will adjust the number of Company’s
Shares, etc. to be delivered, etc. based on the ratio of such increase or decrease, converting one (1) point
to one (1) share of the Company’s common stock.
The maximum number of points to be granted to Directors, etc. in one (1) fiscal year shall be 30,000.
Therefore, the maximum number of Company’s Shares, etc. to be delivered, etc. to Directors, etc. for thefive (5) fiscal years will be 150,000.

(4)

Method and timing of Company’s Shares, etc. to be delivered, etc. to Directors, etc.
Directors, etc. who meet the beneficiary requirements are eligible to receive the grant from the Trust for
the number of the Company’s shares, etc. corresponding to the granted number of points by performing
prescribed beneficiary confirmation procedures at the prescribed time each year.
At this time, the said Director, etc., shall receive delivery of the Company’s shares in the amountequivalent to a certain percentage of the granted points (the number of shares less than a share unit will
be rounded off), and receive money equivalent to the Company’s shares corresponding to the number ofremaining granted points that are converted into cash under the Trust.
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Additionally, in the event that a Director, etc. who satisfies the beneficiary requirements is assigned
overseas during the trust period and is no longer a resident in Japan during the trust period, all the
Company’s shares shall be converted into cash in numbers corresponding to the points which have been
granted to the Director, etc. and the cash equivalent to the amount of conversion shall be received by thesaid Director, etc., from the Trust.
Furthermore, in the event that a Director, etc., becomes deceased during the trust period, all the
Company’s shares shall be converted into cash in numbers corresponding to the points which have been
granted to the said Director, etc., and the cash equivalent to the amount of conversion shall be received
by the deceased’s heir from the Trust.
(5)

Voting rights for the Company’s shares within the Trust
Voting rights for the Company’s shares within the Trust will not be exercised during the trust period, inorder to ensure neutrality in the business management of the Company.

(6)

Other details of the System
Other details of the System will be determined by the Board of Directors upon the establishment of theTrust, the modification of the trust contract and additional contributions to the Trust.

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