Securities code: 8892

ES-CON JAPAN Ltd.

28th Regular General Meetingof Shareholders

Announcement

Date and time

10:00 a.m. March 24 (Fri.), 2023
Location

8-1 Akasaka 1-chome, Minato-ku, Tokyo
Akasaka Intercity Conference the AIR,
4th Floor, Akasaka Intercity AIR(Please refer to the “Map for General Meeting of
Shareholders” at the end of this Announcement.)

Items for voting

Smartannouncement

The important informationin this Announcement
may be viewed on
personal computers andsmartphones as well.
https://p.sokai.jp/8892/

Agenda Item 1 Disposal of surplus
Agenda Item 2 Election of six directors(excluding directors who
are auditor directors)
Agenda Item 3 Election of one director
who are auditor directors

Securities code: 8892
March 9, 2023
To all shareholders:
2-10-4 Toranomon, Minato-ku, Tokyo
ES-CON JAPAN Ltd.
Takatoshi Ito, President and Representative Director

Announcement of 28th Regular General Meeting of Shareholders
Thank you for your ongoing support.
We request your attendance at the 28th Regular General Meeting of Shareholders. Information on
the Meeting is provided below.
Information for this General Meeting of Shareholders, including reference documents for the
General Meeting of Shareholders (items provided digitally), is posted to the following websites.
Please access any of these websites to review this information.
[Company website (Japanese)]https://www.es-conjapan.co.jp/investor/library.php(Visit the above website to review the Announcement of 2022 Regular General Meeting of
Shareholders.)[General Meeting of Shareholders reference documents site]

https://d.sokai.jp/8892/teiji/[Tokyo Stock Exchange website (TSE listed firms information service)]https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show(Visit the Tokyo Stock Exchange website above and search by entering “Es-Con Japan” under “Issue
name (company name)” or the Company’s securities code “8892” under “Code”; first choose “Basic
information,” then “Documents for public inspection/PR information,” then check “Notice of General
Shareholders Meeting/Informational Materials for General Shareholders Meeting” under “Filed
information available for public inspection.”)If you cannot attend, you are entitled to exercise your voting rights via the Internet or in writing (bypost) by either of the two methods given below. Refer to the “Reference Documents for the General
Meeting of Shareholders.” Note that you must exercise your voting rights no later than the end of
business hours (6:00 p.m.) on Thursday, March 23, 2023.

- 1 -[Exercising Voting Rights by Post Mail]
Give either your approval or disapproval of each agenda item in the enclosed Voting Right Execution
Form, and then return so that it will be received by the above deadline.
[Exercising Voting Rights via the Internet, etc.]
Indicate either your approval or disapproval of each agenda item on the Voting Right Execution Formsent with this Announcement, then return the form so that it is received by the above deadline.

1. Date and time
2. Location

10:00 a.m. (reception opens at 9:00 a.m.) March 24 (Fri.), 2023
8-1 Akasaka 1-chome, Minato-ku, Tokyo
Akasaka Intercity Conference the AIR, 4th Floor, Akasaka Intercity AIR* Please refer to the Map for the Regular General Meeting of Shareholders
at the end of this Notice.

3. Objectives
Reported items

1. Term 28 (January 1 to December 31, 2022)
Contents of business reports and consolidated account statements, as wellas consolidated account statement audit reports from account auditors andthe Auditors Committee
2. Term 28 (January 1 to December 31, 2022)
Items reported in account statements

Items for voting
Agenda Item 1 Disposal of surplus
Agenda Item 2 Election of six directors (excluding directors who are auditor directors)
Agenda Item 3 Election of one director who are auditor directors
4. Decisions related to this Announcement (exercise of voting rights)
1. When exercising voting rights in writing (by post), a Voting Right Execution
Form on which neither approval nor disapproval is indicated for an agenda
item shall be treated as indicating approval of the agenda item.
2. If voting rights have been exercised multiple times, the exercise received by
ES-CON JAPAN last shall be treated as the valid exercise of voting rights. If
exercise of voting rights via the Internet or other means and exercise of voting
rights in writing are received on the same date, the exercise of voting rights
via the Internet shall be treated as the valid exercise of voting rights.
---------------------------------------------------------------------------------------------------------------------------------------------------------- Please submit the enclosed form for Exercise of Voting Right to the reception desk at the venue when you arrive.
 Any revisions of items or information provided digitally will be announced on the above websites, together with therelevant items before and after their revision.
 Shareholders who request printed documents will be sent printed documents containing the items provided
digitally. However, pursuant to applicable laws, regulations, and the provisions of Article 17, Paragraph 2 of theCompany Articles of Association, such printed documents will not include the following items:(i) The following items from consolidated financial statements: Consolidated statement of changes in net assets andNotes to consolidated financial statements(ii) The following items from nonconsolidated financial statements: Statement of changes in net assets and Notes tonon-consolidated financial statements
Accordingly, the business report, consolidated financial statements, and nonconsolidated financial statements
contained in such documents constitute documents subject to audit by the account auditors and the Auditor
Committee when preparing the account audit report and the audit report, respectively.
 Exercise of a voting right by proxy shall be possible only if the person commissioned as a proxy is a shareholder
with voting rights. Furthermore, only one proxy can be used.
 No souvenirs will be provided to shareholders attending the Regular General Meeting of Shareholders.

- 2 -Reference Documents for the General Meeting of Shareholders
Agenda Items and References
Agenda Item 1

Disposal of surplus

ES-CON JAPAN Ltd. views the returning of profits to all of its shareholders as one of its main tasks,
and its basic policy is to make decisions after comprehensively taking into consideration performance,
replenishment of internal reserves, and dividend trends, etc., and to return profits to shareholders in an
ongoing and stable manner corresponding to the company’s growth potential.
Based on this policy, dividends at the end of the current term will be as follows:

1 Type of dividend assets

Items relating to allocation of
2 dividend assets toshareholders, and total
amount thereof

3

Date on which surplus
dividend takes effectCash

38 yen per share of common stock of ES-CON JAPAN Ltd.

3,673,934,506 yen

March 27, 2023

- 3 -

Agenda Item 2Election of six directors (excluding directors who areauditor directors)

Except for directors who are auditor directors (the same applying hereafter), the term of office will
expire for all five directors at the end of this General Meeting. We therefore propose the election of six
directors, reflecting the addition of one external director, for the purpose of increasing the transparency
and objectivity of the Board of Directors by strengthening the management structure and further
enhancing corporate governance.
To ensure fairness and transparency, the selection of each candidate involved consultations with theNomination and Remuneration Advisory Committee, key members of which consist of external directors.
Moreover, regarding this agenda item, the Auditor Committee has examined each candidate and statedthat there are no issues needing to be pointed out.
Candidates are as follows:
Name

History and Position /Number ofNo.

(Date of Birth)

Area of Responsibility in Our Company

Company(Main Concurrent Posts)

Shares Owned

September 2001 - Joined ES-CON JAPAN Ltd.
February 2006 - Operating Officer, ES-CON JAPAN Ltd.
March 2007 - Managing Director, ES-CON JAPAN Ltd.
November 2010 - Head of Business Division, ES-CON
JAPAN Ltd.
March 2011 - President and Representative Director,
ES-CON JAPAN Ltd. (present post)
January 2012 - Head of Tokyo Office, ES-CON JAPANLtd.
May 2013 - President and Representative Director,
ES-CON PROPERTY Ltd.
August 2013 - Head of Development Division, ES-CON
JAPAN Ltd.
July 2014 - Director, ES-CON ASSET MANAGEMENT
Ltd.
November 2014 - President and Corporate Officer,
ES-CON JAPAN Ltd. (present post)
September 2016 - Director, ES-CON LIVING SERVICE
Ltd. (present post)
July 2018 - Director, ES-CON PROPERTY Ltd. (present
post)
July 2019 - Director, One’s Own House Co., Ltd.
(currently ES-CON HOME Ltd.) (present post)
July 2019 - Director, Rise Home Co., Ltd. (currently
ES-CON CRAFT Ltd.) (present post)
December 2019 - Director, ES-CON GLOBAL WORKS
Ltd. (present post)
January 2020 - Member, Nomination and Remuneration
Advisory Committee, ES-CON JAPAN Ltd. (present
post)
October 2020 - Director, Ryomon Co., Ltd. (present post)
October 2021 - Director, Picasso Co., Ltd. (present post)
Director, Yuki Sangyo Co., Ltd. (present post)
January 2022 - Director, FUEL Inc. (present post)

1,283,200

Reappointment

1

Candidate

Takatoshi Ito(September 1,
1971)

Reason for Candidacy as Director
Mr. Ito has handled the management of our group as the company’s President and Director,
has led the group through his strong leadership, and has contributed to development andexpansion into multiple businesses. We propose that he be reappointed as a director toallow him to continue contributing to the functional enhancements of the Board of Directors,
leveraging his track record in establishing firm management foundations and his abundant
knowledge of and experience with overall business management.

- 4 -Candidate

Name

History and Position /Number ofNo.

(Date of Birth)

Area of Responsibility in Our Company

Company(Main Concurrent Posts)

Shares Owned

April 1975 - Joined Yasuda Trust & Banking Co., Ltd.
(currently Mizuho Trust & Banking Co., Ltd.)
April 2005 - Executive Officer (Head of Osaka Branch
Office)April 2008 - Joined SOKEN Co., Ltd.
Inaugurated as Senior Managing Director
August 2011 - Joined ES-CON JAPAN Ltd.
June 2012 - Executive Officer (Head of Finance andAccounting Dept.), ES-CON JAPAN Ltd.
March 2013 - Director, ES-CON JAPAN Co., Ltd.
May 2013 - Director, ES-CON PROPERTY, Ltd. (present
post)
August 2013 - Head of Management Division, ES-CON
MinoruNakanishi

July 2014 - Director, ES-CON ASSET MANAGEMENT,
Ltd.

(September
14, 1952)

November 2014 - Operating Officer, ES-CON JAPAN Ltd.
March 2015 - Executive Director, ES-CON JAPAN Ltd.

194,500

Managing Executive Officer, ES-CON JAPAN Ltd.
September 2016 - Director, ES-CON LIVING SERVICE

Reappointment

2

JAPAN Ltd.

Ltd. (present post)
March 2017 - Senior Managing Director, ES-CON JAPANLtd. (present post)
Senior Executive Officer, ES-CON JAPAN Ltd.
(present post)
December 2019 - Director, ES-CON GLOBAL WORKS
Ltd. (present post)
October 2020 - Director, Ryomon Co., Ltd. (present post)
October 2021 - Director, Picasso Co., Ltd. (present post)
Director, Yuki Sangyo Co., Ltd. (present post)
January 2023 – Head of Management Planning Division,
ES-CON JAPAN Ltd. (present post)
Reason for Candidacy as Director
As an administrator of our company, he has been supervising administrative divisions
including Finance/Accounting, Personnel, General Affairs, and Legal Affairs, and took the
initiative to establish a firm management foundation as a defensive keystone. It wasdetermined that he is an essential human resource for contributing to the improvement ofour company group’s corporate value, and that he will contribute to sustainableimprovement of corporate value in the future. Therefore, we propose that he be reappointed
as a director.

- 5 -Candidate

Name

History and Position /Number ofNo.

(Date of Birth)

Area of Responsibility in Our Company

Company(Main Concurrent Posts)

Shares Owned

April 1986 - Joined Chubu Electric Power Co., Inc.
July 2011 - General Manager, HR/Labor andOperations Group, Chubu Electric Power Co., Inc.
July 2013 - General Manager, HR Division, andGeneral Manager, Labor and Operations Division,
Chubu Electric Power Co., Inc.
July 2014 - General Manager, Locations Division,

Kenji Fujita(April 14,
1963)

Networks Company, Chubu Electric Power Co., Inc.
March 2019 - Director, ES-CON JAPAN Ltd. (present

3,800

post)
Operating Officer, ES-CON JAPAN Ltd. (present post)
Head of General Affairs Department, ES-CON JAPAN

Reappointment

3

Okazaki Branch, Chubu Electric Power Co., Inc.
April 2016 - General Manager, Locations Division, PowerLtd.
January 2020 - Head of President’s Office, ES-CON
JAPAN Ltd.
October 2022 – Head of Compliance Office, ES-CON
JAPAN Ltd. (present post)
January 2023 – Head of Management Division, ES-CON
JAPAN Ltd. (present post)
Reason for Candidacy as Director
Mr. Fujita offers a wealth of experience and a strong track record of achievement acquired
as HR Division General Manager and Locations Division General Manager with Chubu
Electric Power Co., Inc. He plays a key role not just in the administration of our company as
Head of General Affairs Department, Head of President’s Office, and Head of theCompliance Office, but in ESG management. He is currently promoting comprehensive
compliance management within the company. He has contributed to establishing friendly
relations with Chubu Electric Power Co., Inc. We propose that he be appointed once again
as director.

- 6 -Candidate
No.

Name
(Date of Birth)

Reappointment

4

AtsushiKawashima(January 4,
1959)

History and Position /Area of Responsibility in Our Company(Main Concurrent Posts)

April 1982 - Joined Mitsubishi Corporation
April 1990 - Joined Yasuda Trust & Banking Co., Ltd.
(currently Mizuho Trust & Banking Co., Ltd.)
June 1998 - Joined Kennedy-Wilson Japan Co., Ltd.
(currently Kenedix, Inc.)
March 2001 - Director, Kenedix, Inc.
March 2003 - Managing Director/COO, Kenedix, Inc.
October 2004 - Director, KW REIT Management, Inc.
(currently Kenedix Realty Investment Corporation)
January 2007 - Representative Director and President,
Kenedix, Inc.
Representative Director and President, Kenedix
Development Corporation
Representative Director and President, Kenedix
Advisors Corporation (currently Kenedix Realty
Investment Corporation)
December 2009 - Representative Director and President,
Kenedix Property Corporation
Representative Director and President, Kenedix AssetManagement, Inc.
May 2010 - Director, MAX-REALTY INC.
July 2010 - Director, Touchstone Holdings Co., Ltd.
March 2013 - Representative Director and President,
Kenedix, Inc.
October 2013 - Representative Director, Space Design,
Inc.
August 2014 - Director, Touchstone Capital Management
Co., Ltd.
October 2014 - Director, Nippon Parking Development
Co., Ltd.
March 2016 - Director and Chairperson, Kenedix, Inc.
May 2018 - Director, SQUEEZE Co., Ltd.
March 2019 - Advisor, Kenedix, Inc. (present post)
March 2021 - Director, ES-CON JAPAN Ltd. (present
post)
July 2021 - Advisor, SMBC Trust Bank Ltd. (present
post)

Number ofCompany
Shares Owned

3,000(Main concurrent posts)
Advisor, Kenedix, Inc.
Advisor, SMBC Trust Bank Ltd.
Reason for Candidacy as External Director and Overview of Expected Roles
Mr. Kawashima offers a wealth of experience and a strong track record of achievements
over many years leading the management of Kenedix, Inc. We have determined that thecapacity to apply the strong insights he offers makes him an essential external director.
Thus, we propose that he be appointed as an external director. He is expected to exercise
highly effective management and oversight from a perspective independent of the
management team, thereby strengthening the transparency and soundness of ES-CON
JAPAN’s management; he is also expected to contribute to decisions from an objective andneutral standpoint, as a member of the Nomination and Remuneration Advisory Committee,
on matters such as executive compensation and the selection of candidates for company
directors. His tenure as External Director of ES-CON JAPAN Ltd. will be two years at theend of this General Meeting.

- 7 -Candidate

Name

History and Position /Number ofNo.

(Date of Birth)

Area of Responsibility in Our

Company

Company (Main Concurrent Posts)

Shares Owned

Keiko

Reappointment

5

Otsuki(August 10,
1955)

April 1979 - Joined Mitsubishi Electric Corporation
February 1985 - Joined Credit Lyonnaise Bank (currently
Credit Agricole Bank)
January 1991 - Joined Morgan Stanley Dean Witter(currently Mitsubishi UFJ Morgan Stanley Securities
Co. Ltd.)
January 1996 - Joined UBS Securities Japan (currently
UBS Securities Co., Ltd.)
January 1998 - Joined Morgan Stanley Dean Witter(currently Mitsubishi UFJ Morgan Stanley Securities
Co. Ltd.)
Vice President/Senior Analyst, Equities Research
Division
April 2003 - Joined Morgan Stanley Japan Global
Properties (currently Morgan Stanley Capital Co., Ltd.)
Executive Director
January 2008 - Joined Morgan Stanley Japan (currently
Mitsubishi UFJ Morgan Stanley Securities Co. Ltd.)Managing Director
June 2018 - Director, MRD (present post)
February 2020 - External Director, KRS Corporation(present post)
March 2021 - Director, ES-CON JAPAN Ltd. (present
post)(Main concurrent posts)
Director, MRD
External Director, K.R.S. Corporation0

Reason for Candidacy as External Director and Overview of Expected Roles
Ms. Otsuki offers a wealth of experience and a strong track record of achievements,
including work as a securities analyst overseas. In light of the remarkable insights she canprovide, we have determined that she is an essential external director. We propose that she
be appointed as an external director. For the reasons stated above, although the candidate
has no previous involvement in the company’s management other than as external director,
she is deemed capable of performing the duties of an external director. She is expected toexercise highly effective management and oversight from a perspective independent of the
management team, thereby strengthening the transparency and soundness of ES-CON
JAPAN’s management; she is also expected to contribute to decisions from an objective
and neutral standpoint, as a member of the Nomination and Remuneration Advisory
Committee, on matters such as executive compensation and the selection of candidates forcompany directors. Her tenure as External Director of ES-CON JAPAN Ltd. will be twoyears at the end of this General Meeting.

- 8 -Candidate

Name

History and Position /Number ofNo.

(Date of Birth)

Area of Responsibility in Our

Company

Company (Main Concurrent Posts)

Shares Owned

6

Hiroaki
Hattori(December 4,

Newly appointed

1956)

April 1980 – Joined Taiyo-Kobe Bank, Ltd. (currently
Sumitomo Mitsui Banking Corporation)
April 2010 – Executive Officer/General Manager, Kobe
Corporate Sales Division, Sumitomo Mitsui Banking
Corporation
April 2012 – Managing Executive Officer, Sumitomo
Mitsui Banking Corporation
June 2015 – Representative Director/Vice-President,
Executive Officer/Vice-President, Minato Bank, Ltd.
April 2016 – Representative Director/President and CEO,
Minato Bank, Ltd.
April 2018 – Representative Director, Kansai Mirai
Financial Group, Inc.
April 2021 – Representative Director/Chairperson, Minato
Bank, Ltd.
May 2021 – Chairperson, Kobe Association of Corporate
Executives (present post)
June 2021 – External Auditor, Osaka Small and Medium
Business Investment & Consultation Co., Ltd. (present
post)
April 2022 – Director/Chairperson, Minato Bank, Ltd.
(present post)(Main concurrent posts)
Director/Chairperson, Minato Bank, Ltd.
Chairperson, Kobe Association of Corporate Executives
External Auditor, Osaka Small and Medium Business
Investment & Consultation Co., Ltd.

0

Reason for Candidacy as External Director and Overview of Expected Roles
Mr. Hattori offers a wealth of experience and an extensive track record with financial
institutions. He has played a leadership role in management as Representative
Director/President and CEO and Representative Director/Chairperson of Minato Bank, Ltd.
In light of the remarkable insights he offers from his years of experience and track record incorporate management, we have decided to nominate him as external director.
If appointed, he is expected to exercise highly effective management and oversight from aperspective independent of the management team, thereby strengthening the transparency
and soundness of ES-CON JAPAN’s management, and to contribute to decisions from an
objective and neutral standpoint, as a member of the Nomination and Remuneration
Advisory Committee, on matters such as executive compensation and the selection ofcandidates for company directors.
(Note)

1. No special interests exist between the candidates and our company.
2. Kenji Fujita has been an executive of ES-CON JAPAN’s parent company, Chubu
Electric Power Co., Inc., for the past 10 years. His positions and responsibilities with
Chubu Electric Power over the past 10 years are shown under “History andPosition/Area of Responsibility in Our Company (Main Concurrent Posts)” above.
3. Atsushi Kawashima, Keiko Otsuki and Hiroaki Hattori are candidates for external
director.
4. ES-CON JAPAN Ltd. has executed limited liability agreements with Atsushi Kawashima
and Keiko Otsuki in accordance with Article 427, Paragraph 1 of the Companies Act ofJapan. If the reappointments of Atsushi Kawashima and Keiko Otsuki are approved, weplan to execute renewing agreements with them containing terms and conditions similar
to those of the existing agreements. If the appointment of Hiroaki Hattori is approved, weplan to execute limited liability agreements with him containing terms and conditions
similar to those of the existing agreements.
The following is an overview of these agreements:
 In the event that a director (excluding personnel who are managing directors) causes
ES-CON JAPAN Ltd. to bear liability for compensation for damages attributable to- 9 -his/her own negligence in the performance of his/her duties, that director shall bear thelegally established minimum liability.
5. The Tokyo Stock Exchange has been notified of Atsushi Kawashima's and Keiko
Otsuki's status as independent officers. If their reappointments are approved, we plan to
notify the Tokyo Stock Exchange that they will continue to serve as independent officers.
Hiroaki Hattori also satisfies the requirements of the Tokyo Stock Exchange forindependent officers. The company plans to notify of his change in status as such if his
appointment is approved.
6. ES-CON JAPAN Ltd. has concluded an executive liability insurance policy with aninsurer as stipulated in Article 430-3, Paragraph 1 of the Companies Act of Japan,
naming its directors as the insured. We plan to continue to renew this policy. If each of
the candidates is reappointed or newly appointed, he or she will continue to be thenamed insured under this policy.
This policy covers damages related to compensation for damages and litigation costs
borne by the insured for matters within the liability of directors to third parties and to
ES-CON JAPAN. It does not cover matters due to deliberate action or gross negligence.

- 10 -

Agenda Item 3

Election of one director who is auditor director

To enhance the audit structure, in addition to the current membership of the Auditors Committee, which
consists of three directors, we propose to add one additional auditor director.
This agenda item has been approved by the Auditors Committee.
Candidate is as follows:
Name

History and Position /Number of(Date of Birth)

Area of Responsibility in Our Company

Company(Main Concurrent Posts)

Shares Owned

April 1985 – Joined Chubu Electric Power Co., Inc.
July 2010 – General Manager, Budget Group, Accounting
Division, Chubu Electric Power Co., Inc.
November 2011 – Seconded to Toenec Corporation while
affiliated with the Group Business Promotion Division,
Chubu Electric Power Co., Inc.
July 2013 – General Manager, Fuels Division, Chubu ElectricPower Co., Inc.
October 2013 – Seconded to Chubu Electric Power Australia

Tomohiko
Wakayama(March 30,
1963)

Pty Ltd while affiliated with the Fuels Division, Chubu
Electric Power Co., Inc.
July 2016 – General Manager, Business Strategy Office,Sales Company, Chubu Electric Power Co., Inc.

0

April 2018 - General Manager, General Affairs Division, Sales
Company, Chubu Electric Power Co., Inc.
June 2019 – Auditor, Cenergy Co. (present post)
June 2022 –Auditor, CEPO Handa Biomass Power Co., Ltd.
(Present posts) , Auditor, CS Aqua Co., Ltd. (Present
posts) , Auditor, Nakao Geothermal Power Generation
Corporation (Present posts)(Main concurrent posts)
Auditor, Cenergy Co.
Auditor, CEPO Handa Biomass Power Co., Ltd.
Auditor, CS Aqua Co., Ltd.
Auditor, Nakao Geothermal Power Generation Corporation

Reason for Candidacy as Director
Mr. Wakayama has accumulated a wealth of experience and built a strong track record as
General Manager, General Affairs Division, Sales Company, General Manager, Business
Strategy Office, Sales Company, and General Manager, Fuels Division of Chubu Electric Power
Co., Inc. His experience as an auditor of four member companies of the Chubu Electric PowerGroup gives him wide-ranging knowledge on matters related to management oversight. We havemade the decision to nominate him as a director candidate capable of serving as an auditor
director with the experience needed to offer effective insights on company audits.
(Note)

1. No special interests exist between the candidates and our company.
2. Tomohiko Wakayama has been an executive of ES-CON JAPAN’s parent company,
Chubu Electric Power Co., Inc., for the past 10 years. His positions andresponsibilities with Chubu Electric Power over the past 10 years are shown under- 11 -

“History and Position/Area of Responsibility in Our Company (Main Concurrent
Posts)” above.
3. If the appointment of Tomihiko Wakayama is approved, ES-CON JAPAN Ltd. will
execute a limited liability agreement with him in accordance with Article 427, Paragraph
1 of the Companies Act of Japan.
The following is an overview of these agreements:
 In the event that a director (excluding personnel who are managing directors) causes
ES-CON JAPAN Ltd. to bear liability for compensation for damages attributable tohis/her own negligence in the performance of his/her duties, that director shall bear thelegally established minimum liability.
4. ES-CON JAPAN Ltd. has concluded an executive liability insurance policy with aninsurer as stipulated in Article 430-3, Paragraph 1 of the Companies Act of Japan,
naming its directors as the insured. We plan to continue to renew this policy. If each of
the candidates is reappointed or newly appointed, he or she will continue to be thenamed insured under this policy.
This policy covers damages related to compensation for damages and litigation costs
borne by the insured for matters within the liability of directors to third parties and to
ES-CON JAPAN. It does not cover matters due to deliberate action or gross negligence.

- 12 -