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 7, 2017
To our shareholders:
Shohei Kitano
President and Director
DAI-DAN CO., LTD.
1-9-25 Edobori, Nishi-ku, Osaka-city

NOTICE OF THE 88TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 88th 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. Pleaseindicate your approval or disapproval of the proposals on the enclosed voting form after reviewing the attached
Reference Documents for the General Meeting of Shareholders, and return it by postal mail to reach us no later
than 6:00 p.m., Wednesday, June 28, 2017 (Japan Standard Time).
1. Date and Time: Thursday, June 29, 2017 at 10:00a.m. (Japan Standard Time)
2. Place:
7F Conference Room, Osaka Head Office
1-9-25 Edobori, Nishi-ku, Osaka-city
3. Purposes:
Items to be reported:
1. Business Report, Consolidated Financial Statements, and Non-Consolidated Financial Statements for the88th Term (from April 1, 2016 to March 31, 2017)
2. The results of audit of the Consolidated Financial Statements for the 88th Term by the Accounting
Auditors and the Board of Corporate Auditors
Items to be resolved:
Proposal 1:
Appropriation of surplus
Proposal 2:
Consolidation of shares
Proposal 3:
Election of ten (10) Directors- 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 10 yen per share and a bonus dividend of 3 yen per share, as set
forth below. The Company has already paid an interim dividend of 10 yen per share; therefore, the annual dividend
totals 23 yen per share (an increase of 3 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
13 yen per common share of the Company (ordinary dividend: 10 yen; bonus dividend: 3 yen)
Total amount of dividends: 579,676,890 yen(3) Effective date of distribution of dividends of surplus
June 30, 2017

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Proposal 2:

Consolidation of Shares

1. Reason for consolidation
Stock exchanges nationwide aim to unify the trading unit of common shares of all domestic listed companies
to 100 shares, announcing the “Action Plan for Consolidating Trading Units.”
As a company listed on the Tokyo Stock Exchange, we respect this purpose, and at the Board of Directors
meeting held on May 11, 2017, it was resolved to change the trading unit of the Company’s shares from thecurrent number of 1,000 shares to 100 shares. At the same time, we will set the level of investment unit
(50,000 yen or more and less than 500,000 yen) which the stock exchanges deem desirable, and we would liketo carry out the share consolidation (consolidate two shares into one share) taking into account stableshareholding of the Company’s shares by shareholders and share price fluctuation in the medium to long term.
2. Ratio of consolidation
For our common shares, we would like to consolidate two shares into one share.
If any fraction of less than one share arises as a result of the share consolidation, it shall be disposed of inaccordance with the provisions of the Companies Act, and the proceeds will be distributed to shareholders inproportion to the number of fractional shares held.
3. Effective date for the consolidation of shares
October 1, 2017
4. Total number of authorized shares on the effective date:
40,000,000 shares
5. Others
We would like to request that other matters of procedural requirements to be left to the discretion of the Boardof Directors.
(Reference)
In accordance with the provisions of Article 182, Paragraph 2 and Article 195, Paragraph 1 of the Companies
Act, the Articles of Incorporation will be amended on October 1, 2017, without resolving the Partial
Amendments to the Articles of Incorporation at the General Meeting of Shareholders. The details of theamendments are as follows.
(Underlined text indicates the amended parts.)
Current Articles of Incorporation
Proposed amendments
Chapter 2
Chapter 2
SharesShares(Total number of shares authorized to be issued by the Company) (Total number of shares authorized to be issued by the Company)
Article 5.
Article 5.
The total number of shares authorized to be issued by the
The total number of shares authorized to be issued by theCompany shall be 80,000,000 shares.
Company shall be 40,000,000 shares.
(Number of Shares per Share Unit)
Article 7.
The number of shares constituting one unit of shares of theCompany shall be 1,000 shares.

(Number of Shares per Share Unit)
Article 7.
The number of shares constituting one unit of shares of theCompany shall be 100 shares.

- 3 -Proposal 3:

Election of ten (10) Directors

The tenures of all nine (9) Directors will expire at the close of this meeting.
In that regard, the Company proposes the election of ten (10) Directors, raising the number of Directors by one (1)to enhance the Company’s management system.
The candidate for Director is as follows:
No.

Name
(Date of birth)

Career summary, position and responsibilities (significant
concurrent positions outside the Company)
Apr. 1967
July 1971
June 1981
June 1983

Setsu Sugaya(May 9, 1943)

Apr. 1985

Reelection

July 2000

1

Apr. 2011
Apr. 2017

2

Joined The Sumitomo Bank, Limited (currently
Sumitomo Mitsui Banking Corporation)
Joined the Company
Director, Head of International Business
Department, and Manager of Singapore Branch
Representative Director, Senior Managing
Director, General Manager of Tokyo Office,General Manager of Tokyo Branch, and in
charge of International Business Department
Representative Director, President, and Head of
Sales Division
Representative Director, Chairman, Head of
Coordination Division, Storewide Sales
Coordination, and Storewide Technical
Coordination
Representative Director, Chairman, and CEO
Representative Director, Chairman, Corporate
Officer, and in charge of General
Administration Division(present position)

Number of theCompany’s shares
owned

323,499[Reasons for nomination as candidate for Director]
Setsu Sugaya assumed office as a Director of the Company in June 1981, and has served as Representative Director,
Chairman and Chairman of the Board, and based on his strong leadership as a driving force for the management as awhole for a long time, we have determined that he is qualified to realize sustainable growth and improvement ofcorporate value of the Company, and we propose his reelection as a Director.
Apr. 1979
Joined the Company
Apr. 2009
Corporate Officer, Deputy General Manager ofTokyo Head Office, and Manager of
Administration Department
June 2009
Director, Corporate Officer, Deputy General
Manager of Tokyo Head Office, and Manager
of Administration Department
Apr. 2011
Director, Executive Corporate Officer, in
Shohei Kitano
charge of East Japan Area, and General(October 13, 1955)
44,000Manager of Tokyo Head Office
Reelection
Apr. 2013
Representative Director, President, Corporate
Officer, COO, and Head of Sales Division
Apr. 2014
Representative Director, President, Corporate
Officer, and COO
Apr. 2017
Representative Director, President, Corporate
Officer, in charge of Sales Division, and in
charge of International Business(present position)[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 is leading the management as a whole. Based on this we have determinedthat he is qualified to realize sustainable growth and improvement of corporate value of the Company, and we propose
his reelection as a Director.

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No.

Name
(Date of birth)

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

June 2009

Apr. 2010
Ichiro Fujisawa(October 19, 1956)
Reelection
3

Apr. 2011
Oct. 2011
Apr. 2013

Apr. 2016

4

Joined the Company
Corporate Officer, Head of Industrial Facilities
Division, and Manager of Technical
Department
Director, Corporate Officer, Head of Industrial
Facilities Division, and Manager of Technical
Department
Director, Corporate Officer, and Head ofTechnical Division
Director, Executive Corporate Officer, andHead of Technical Division
Director, Executive Corporate Officer, andHead of Technical Development Division
Director, Senior Executive Corporate Officer,
in charge of East Japan Area, and General
Manager of Tokyo Head OfficeDirector and Vice President, Corporate Officer,
in charge of East Japan Area, General Manager
of Tokyo Head Office, and Head of TechnicalDevelopment Group(present position)

Number of theCompany’s shares
owned

34,000[Reasons for nomination as candidate for Director]
Ichiro Fujisawa is familiar with a wide range of businesses, including the Research and Development Division, andTechnical Construction Division, etc. He assumed office as a Director of the Company in June 2009 and in his current
role in charge of the East Japan Area he is leading with excellent management skills. Also, based on the fact that he ispromoting quality improvement and research and development as the person responsible for research and development,
we have determined that he is qualified for the realization of sustainable growth and improvement of corporate value of
the Company, and we propose his reelection as a Director.
Apr. 1973
Joined the Company
Apr. 2010
Corporate Officer and Manager of Hokuriku
BranchApr. 2011
Senior Corporate Officer, in charge of Central
Japan Area, and General Manager of Nagoya
BranchJune 2011
Director, Corporate Officer, in charge ofCentral Japan Area, and General Manager ofNagoya Branch
Takashi Ohta
Apr. 2013
Director, Senior Executive Corporate Officer,(October 13, 1950)
29,000in charge of West Japan Area, and General
Reelection
Manager of Osaka Head Office
Apr. 2016
Director 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
Apr. 2017
Director and Vice President, Corporate Officer,
Head of Technical Construction Group(present position)[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 now responsible for securing quality
and safety at the Technical Construction Division. Based on this we have determined that he is qualified to realize
sustainable growth and improvement of corporate value of the Company, and we propose his reelection as a Director.

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No.

Name
(Date of birth)

Career summary, position and responsibilities (significant
concurrent positions outside the Company)
Apr. 1975
Apr. 2013

Feb. 2014
Ryoei Koshin(April 11, 1954)
June 2014
Reelection
5
Apr. 2016

6

7

Joined the Company
Corporate Officer, Deputy General Manager ofNagoya Branch, and Technical Development
Coordination
Senior 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, Executive Corporate Officer, incharge of West Japan Area, and General
Manager of Osaka Head Office(present position)

Number of theCompany’s shares
owned

13,000[Reasons for nomination as candidate for Director]
Ryoei Koshin has long experience of the Technical Construction Division. He assumed office as a Director of theCompany in June 2014 and in his current role in charge of the West Japan Area 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.
Apr. 1985
Joined the Company
Apr. 2014
Corporate Officer, Deputy Head of General
Administration Division, Manager of
Accounting Department, and in charge ofCompliance Committee
Takayuki Ikeda
May 2015
Senior Corporate Officer and Head of General(July 25, 1961)
Administration Division
5,000
June 2015
Director, Corporate Officer, Head of General
Reelection
Administration Division
Apr. 2016
Director, Executive Corporate Officer, Head ofGeneral Administration Division, and Manager
of International Affairs Office(present position)[Reasons for nomination as candidate for Director]
Takayuki Ikeda has long experience of the Accounting Division and assumed office as a Director of the Company inJune 2015. Based on the fact that he currently responds quickly to changes in the business environment as the General
Manager of the General Administration Division, we have determined that he is qualified to realize sustainable growthand improvement of corporate value of the Company, and we propose his reelection as a Director.
Apr. 1980
Joined the Company
May 2015
Corporate Officer, Deputy General Manager of
Osaka Head Office, Technical Development
Coordination
Tomoki Tateishi
Apr. 2016
Senior Corporate Officer, in charge of Central(October 21, 1957)
Japan Area, General Manager of Nagoya
10,000BranchReelection
June 2016
Director, Corporate Officer, in charge ofCentral Japan Area, and General Manager ofNagoya Branch(present position)[Reasons for nomination as candidate for Director]
Tomoki Tateishi is familiar with a wide range of businesses, including the Design Division and Sales Division, etc. He
assumed office as a Director of the Company in June 2016 and in his current role in charge of the Central Japan Area heis leading with excellent management skills. Based on this we have determined that he is qualified to realize sustainablegrowth and improvement of corporate value of the Company, and we propose his reelection as a Director.

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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)

May 2015

New election
8

Apr. 2016
Apr. 2017

9

Joined the Company
Deputy Technical Development Coordinationin Tokyo 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 ofTechnical Construction Division
Senior Corporate Officer, Deputy Head ofTechnical Construction Group, Head ofTechnical Construction Division, and Deputy
General Manager of Tokyo Head Office(present position)

Number of theCompany’s shares
owned

2,000

[Reasons for nomination as candidate for Director]
Kazuhiko Chikaraishi has long experience of the Technical Construction Division in Tokyo Head Office and is now
responsible for securing quality and safety as the General Manager of the Technical Construction Division. Based on
this we have determined that he is qualified to realize sustainable growth and improvement of corporate value of theCompany, and we newly propose his election as a Director.
Apr. 1970
Joined Mitsubishi Petrochemical Co., Ltd.
(Currently Mitsubishi Chemical Corporation)
Apr. 2006
Managing Executive Officer, Head of Polymer
Division, and President and Director of Japan
Polychem Corporation
Hiroshi Yoshida
Apr. 2008
Representative Director and President,(October 20, 1947)
Mitsubishi Plastics, Inc. (Currently Mitsubishi
Chemical Corporation)
0
Reelection
June 2008
Director of the Board of Mitsubishi Chemical<Candidate for outside
Holdings Corporation
Director>
Apr. 2012
Senior Advisor, Mitsubishi Plastics, Inc.
(Currently Mitsubishi Chemical Corporation)
Apr. 2014
Special Advisor, Mitsubishi Plastics, Inc.
June 2015
Director of 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 a Director.

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No.

Name
(Date of birth)

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

Number of theCompany’s shares
owned

Apr. 1973

10Notes:

Joined 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
Bureau, Ministry of Land, Infrastructure,
Transport and Tourism
Apr. 2008
Senior General Manager, Mizuho ResearchInstitute Ltd.
Fumio Matsubara
July 2009
Vice President, Japan Sewage Works Agency
March 20, 1950
July 2011
Registered as an Attorney at Law
Joined Asunaro Law Firm (present position)
0
Reelection
Aug. 2011
Commission, Construction Industry Transaction<Candidate for outside
Improvement Organization
Director>
June 2013
Executive Officer, Urban Renewal Fund
Investment Corp. (present position)
President, Sewerage Business Management
Centre (present position)
June 2015
Director of the Company(present position)[Significant concurrent positions outside the Company]
Attorney at Law, Asunaro Law Firm
Executive Officer, Urban Renewal Fund Investment Corp.
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 a Director. Please note that he has never in the past
been involved in the management of a company except as an outside Director. However, the Company judges he willappropriately fulfill his duties as an outside Director based on the above reasons.
1. There is no special interest between the candidates and the Company.
2. Hiroshi Yoshida and Fumio Matsubara are candidates for outside Director.
3. Hiroshi Yoshida and Fumio Matsubara are currently outside Directors of the Company, and at the conclusion of thismeeting, their tenure as outside Directors will be two years each.
4. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreement with Hiroshi
Yoshida and Fumio Matsubara, who are currently outside Directors 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
this agreement is up to the total of the amounts specified in Article 425, Paragraph 1 of the Companies Act. If thereelection of Hiroshi Yoshida and Fumio Matsubara is approved, the Company plans to renew the aforementioned
agreements with them.
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 election of Hiroshi Yoshida and Fumio Matsubara is approved, the Company plans tocontinue to appoint them as independent officers.

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