Securities code: 8892

ES-CON JAPAN Ltd.

27th Regular General Meetingof Shareholders

Announcement
Date and time

10:00 a.m. March 25 (Fri.), 2022
Location

8-1 Akasaka 1-chome, Minato-ku, Tokyo
Akasaka Intercity Conference the AIR,
4th Floor, Akasaka Intercity AIR

Items for voting

Smartannouncement

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

Agenda Item 1 Disposal of surplus
Agenda Item 2 Partial amendment of the
Articles of Association
Agenda Item 3 Election of five directors(excluding directors who
are auditor directors)
Agenda Item 4 Election of three directors
who are auditor directors
Agenda Item 5 Election of one director
as reserve auditor
director to fill potential
vacancySecurities code: 8892
March 10, 2022
To all shareholders:
2-10-4 Toranomon, Minato-ku, Tokyo
ES-CON JAPAN Ltd.
Takatoshi Ito, President and Representative Director

Announcement of 27th Regular General Meeting of Shareholders
Thank you for your ongoing support.
We request your attendance at the 27th Regular General Meeting of Shareholders. Information on
the Meeting is provided below.
If you are unable to attend, you may exercise your voting rights in either of the two ways given
below. Refer to the “Reference Documents for the General Meeting of Shareholders” in the following
pages and exercise your voting rights no later than the end of business hours (6:00 p.m.) on Thursday,
March 24, 2022.
[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.]
Enter your approval or disapproval of each agenda item.

1. Date and time
2. Location

3. Objectives
Reported items

10:00 a.m. (reception opens at 9:00 a.m.) March 25 (Fri.), 2022
8-1 Akasaka 1-chome, Minato-ku, Tokyo
Akasaka Intercity Conference the AIR, 4th Floor, Akasaka Intercity AIR

1. Term 27 (January 1 to December 31, 2021)
Contents of business reports and consolidated account statements, as wellas consolidated account statement audit reports from account auditors andthe Auditors Committee
2. Term 27 (January 1 to December 31, 2021)
Items reported in account statements- 1 -Items for voting
Agenda Item 1
Agenda Item 2
Agenda Item 3
Agenda Item 4
Agenda Item 5

Disposal of surplus
Partial amendment of the Articles of Association
Election of five directors (excluding directors who are auditor directors)
Election of three directors who are auditor directors
Election of one director as reserve auditor director to fill potential vacancy---------------------------------------------------------------------------------------------------------------------------------------------------------- Please submit the enclosed form for Exercise of Voting Right to the reception desk at the venue when you arrive.
 According to laws and ordinances, and the provision in Article 17 of our company’s Articles of Incorporation, thefollowing items are posted online on our company’s website (https://www.es-conjapan.co.jp/investor/library.php)(Japanese only), and therefore, are not included in the Reference Documents of this announcement.
(1) Consolidated statement of changes in net assets, (2) Notes to consolidated financial statements, (3) Statementof changes in net assets, (4) Notes to non-consolidated financial statements
Moreover, in addition to each reference document included in this announcement, of the account statements posted
online at our company’s website (https://www.es-conjapan.co.jp/investor/library.php) the consolidated accountstatements and account statements that are audited by the Auditor Committee and account auditors are the“Consolidated statement of changes in net assets” and “Notes to consolidated financial statements” of theconsolidated account statements, and “Statement of changes in net assets” and “Notes to non-consolidated financial
statements.”
 Any revisions to the reference documents for the General Meeting of Shareholders, business reports, consolidated
account statements, and statement documents will be posted on our website (https://www.es-conjapan.co.jp/).
 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.

3,669,306,106 yen

March 28, 2022

- 3 -

Agenda Item 2

Partial amendment of the Articles of Association

1.

Reasons for amendment of the Articles of Association
The revised provisions of the proviso to Article 1 of the Additional Provisions to the Act Partially Amending
the Companies Act (Act No. 70 of 2019) will take effect on September 1, 2022. ES-CON JAPAN will amend
the Articles of Association as follows in preparation to adopt the system of electronic provision of
documents for General Meetings of Shareholders:(1) Amended Article 17, Paragraph 1 stipulates that the Company shall electronically provide
information concerning the nature of the reference documents for General Meetings of Shareholders
and similar materials provided to shareholders.
(2) Amended Article 17, Paragraph 2 establishes provisions limiting the scope of items included in
documents issued to shareholders who request printed documents.
(3) Existing provisions on Internet disclosure and deemed provision of reference documents for General
Meetings of Shareholders and similar materials provided to shareholders (the current Article 17) willcease to apply and will be duly abolished.
(4) Additional provisions will be established regarding effective dates and other matters in accordancewith the new and abolished provisions.

2.

Nature of amendment
The nature of the amendment is indicated below.
(Underlined passages indicate changes.)
Current Articles of Association

Proposed amendment

Articles 1–16 (text omitted)

Articles 1–16 (unchanged)

Article 17. Internet disclosure and deemed
provision of reference documents for General
Meetings of Shareholders and similarmaterials provided to shareholders
When convening a General Meeting of
Shareholders, the Company may disclose inadvance information to be indicated or
represented in reference documents for
General Meetings of Shareholders, business
reports, financial statements, andconsolidated financial statements via theInternet, in accordance with the provisions of
Ministry of Justice ordinances, and this shallbe deemed as provision to shareholders.

(Abolished)(New)

Article 17. Measures for the electronic provisionof information
1. When convening a General Meeting of
Shareholders, the Company shall provide inadvance to shareholders by electronic means
information concerning the nature of thereference documents for General Meetings ofShareholders and similar materials provided
to shareholders.
2. The Company may omit from documents
issued to shareholders who request printed
documents by the basis date of their voting
rights some or all of the items disclosed
electronically and stipulated in Ministry ofJustice ordinances.

- 4 -Current Articles of Association
Articles 18–37 (text omitted)(New)

Proposed amendment
Articles 18–37 (unchanged)(Additional provisions)
1. The abolition of the previous Article 17(Internet disclosure and deemed provision ofreference documents for General Meetings ofShareholders and similar materials provided
to shareholders ) and the establishment of the
new Article 17 (Measures for the electronic
provision of information) shall take effect on
September 1, 2022 (“effective date”
hereinafter), the effective date of the revised
provisions of the proviso to Article 1 of theAdditional Provisions to the Act Partially
Amending the Companies Act (Act No. 70 of2019).
2. Notwithstanding the preceding paragraph, theprevious Article 17 (Internet disclosure anddeemed provision of reference documents for
General Meetings of Shareholders and similarmaterials provided to shareholders ) shallremain in effect for the General Meetings ofShareholders held within six months following
the effective date.
3. These additional provisions shall beabolished as of the date six months following
the effective date or three months following
the date of the General Meetings ofShareholders described in the preceding
paragraph, whichever comes later.

- 5 -Agenda Item 3

Election of five 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 five
directors.
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 - Executive 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. (present post)
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)

1,280,200

1

Candidate

Takatoshi Ito

Reappointment(September 1,
1971)

Reason for Candidacy as Director
Mr. Ito has been handling the management of our company group as the President andDirector of our company, has been leading the group with his strong leadership, has
contributed to development and expansion into multiple businesses, has established a firmmanagement foundation, and possesses abundant knowledge of overall business
management. Therefore, we propose that he be reappointed as a director so as to continue
contributing to the functional enhancement of the Board of Directors.

- 6 -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
JAPAN Ltd. (present post)

Nakanishi(September

July 2014 - Director, ES-CON ASSET MANAGEMENT,Ltd. (present post)

14, 1952)

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

Reappointment

2

Minoru181,500

Managing Executive Officer, ES-CON JAPAN Ltd.
September 2016 - Director, ES-CON LIVING SERVICE
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)
Reason for Candidacy as Director
Mr. Nakanishi has been supervising administrative divisions including Finance/Accounting,
Personnel, General Affairs, and Legal Affairs as an administrator of our company, 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.

- 7 -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.

Reappointment

3

July 2014 - General Manager, Locations Division,
Kenji Fujita(April 14,

Okazaki Branch, Chubu Electric Power Co., Inc.
April 2016 - General Manager, Locations Division, Power

1963)

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

3,000

post)
Executive Officer, ES-CON JAPAN Ltd. (present post)
Head of General Affairs Department, ES-CON JAPANLtd.
January 2020 - Head of President’s Office, 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 only in the administration of our company
as Head of General Affairs and Head of the President’s Office, but in ESG management.
He has contributed to establishing friendly relations with Chubu Electric Power Co., Inc. In
light of the remarkable insights he offers as a result of this experience and track record, it
was determined that he is an essential director. We propose that he be appointed once
again as director.

- 8 -

4

Candidate
No.

Name(Date of Birth)

AtsushiKawashima

Reappointment(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.
(now Mizuho Trust & Banking Co., Ltd.)
June 1998 - Joined Kennedy-Wilson Japan Co., Ltd.
(now Kenedix, Inc.)
March 2001 - Director, Kenedix, Inc.
March 2003 - Managing Director/COO, Kenedix, Inc.
October 2004 - Director, KW REIT Management, Inc.
(now 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 (now 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)
Main concurrent posts
Advisor, Kenedix, Inc.
March 2021 - External 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. It was 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. Mr. Kawashima is currently serving as an External Director of ESCON JAPAN. His tenure as External Director of ES-CON JAPAN Ltd. will be one year at theend of this General Meeting.

- 9 -Candidate
No.

Name
(Date of Birth)

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

Number ofCompany
Shares Owned

April 1979 - Joined Mitsubishi Electric Corporation
February 1985 - Joined Credit Lyonnaise Bank (nowCredit Agricole Bank)
January 1991 - Joined Morgan Stanley Dean Witter (nowMitsubishi UFJ Morgan Stanley Securities Co. Ltd.)
January 1996 - Joined UBS Securities Japan (now UBS
Securities Co., Ltd.)
January 1998 - Joined Morgan Stanley Dean Witter (nowMitsubishi UFJ Morgan Stanley Securities Co. Ltd.)
Vice President/Senior Analyst, Equities Research
Division
Keiko

Reappointment

5

Otsuki(August 10,
1955)

April 2003 - Joined Morgan Stanley Japan Global
Properties (now Morgan Stanley Capital Co., Ltd.)
Executive Director

0

January 2008 - Joined Morgan Stanley Japan (nowMitsubishi UFJ Morgan Stanley Securities Co. Ltd.)Managing Director
June 2018 - Director, MRD (present post)
February 2020 - External Director, KRS Corporation(present post)
March 2021 - External Director, ES-CON JAPAN Ltd.
(present post)(Main concurrent posts)
Director, MRD
External Director, K.R.S. Corporation

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, it was determined that she is an essential external director. We propose that she beappointed 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. Ms. Otsuki is currently serving as an External Director of ES-CON
JAPAN. Her tenure as External Director of ES-CON JAPAN Ltd. will be one year at the endof this General Meeting.
(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 ElectricPower Co., Inc., for the past 10 years. His positions and responsibilities with Chubu
Electric Power over the past 10 years are shown under “History and Position/Area of
Responsibility in Our Company (Main Concurrent Posts)” above.

- 10 -

3. Mr. Kawashima and Ms. Otsuki 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 their reappointments are approved, we plan to execute renewing agreementswith them containing terms and conditions similar to those of the existing agreements.
The following is an overview of this agreement: 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.
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.
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.

- 11 -

Agenda Item 4Election of three directors who are auditor directors

The term of office will expire at the end of this General Meeting for all three directors who are auditor
directors. We therefore propose the election of three directors who are auditor directors.
This agenda item has been approved by the Auditors Committee.
Candidates are as follows:
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 Daiwa Bank, Limited (now Resona
Bank, Limited)
November 2005 - General Manager, Sales Dept. No. I,
Kameido Branch and Kinshicho Branch, Resona
Bank, Limited
June 2007 - General Manager, Kitakyushu Branch,

Masayoshi
Nishitake

Reappointment

1(September 9,
1962)

Resona Bank, Limited
July 2010 - General Manager, Sales Dept. No. 3,
Ueno/Nippori Area, Resona Bank, Limited
October 2012 - Head, Payment Solutions Section,
Corporate Solution Sales Dept., Resona Bank,

2,400

LimitedApril 2018 - Executive Officer and General Manager,
Product Development & Sales Dept., Resona Kessai
Service Co., Ltd. (present post)
March 2020 - External Director (Full-time Auditor
Director), ES-CON JAPAN Ltd. (present post)
Member, Nomination and Remuneration Advisory
Committee, ES-CON JAPAN Ltd. (present post)

Reason for Candidacy as External Director and Overview of Expected Roles
Mr. Nishitake offers a wealth of experience and an extensive track record with financial
institutions. In light of the remarkable insights he offers as a result of this experience andtrack record, it was determined that he is an essential external director. We propose that hebe appointed once again as external director. Although he lacks previous experience incontributing to corporate management other than as an external director, for the reasonsstated above, it has been decided that he is capable of performing the duties of an external
director. Additionally, Mr. Nishitake’s membership in the Nomination and Remuneration
Advisory Committee is expected to contribute to objective and neutral decisions on matterssuch as director appointment and remuneration. Mr. Nishitake is currently serving as anExternal Director (Full-time Auditor Director) of ES-CON JAPAN. His tenure as External
Director (Full-time Auditor Director) of ES-CON JAPAN Ltd. will be two years at the end of
this General Meeting.

- 12 -

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 KPMG Asahi Shinwa Accounting, Inc.
(now KPMG AZSA LLC)
March 1988 - Registered as certified public accountant
December 1991 - Registered as licensed tax accountant
March 1992 - Representative, Mizobata CPA Office(present post)
March 2015 - External Auditor, ES-CON JAPAN Ltd.
HirotoMizobata

2(July 31, 1963)

June 2015 - External Director (Auditor Director), Yamaki
Co., Ltd. (present post)
External Director, Kyocera Corporation (present post)
March 2016 - External Director (Auditor Director), ES-

4,600

Reappointment

CON JAPAN Ltd. (present post)
January 2020 - Member, Nomination and Remuneration
Advisory Committee, ES-CON JAPAN Ltd. (present
post)(Main concurrent posts)
Representative, Mizobata CPA Office
External Director (Auditor Director), Yamaki Co., Ltd.
Reason for Candidacy as External Director and Overview of Expected Roles
Mr. Mizobata brings wide-ranging experience and keen judgment to bear across a wide
range of issues as a certified public accountant, licensed tax accountant, and manager. He
has provided apt counsel to further ES-CON JAPAN’s business activities and overallmanagement. We believe Mr. Mizobata can effectively fulfill the duties of External Director
and therefore propose that he be appointed once again as external director. Additionally,
Mr. Mizobata’s membership in the Nomination and Remuneration Advisory Committee is
expected to contribute to objective and neutral decisions on matters such as director
appointment and remuneration. Mr. Mizobata is currently serving as an External Director(Auditor Director) of ES-CON JAPAN. His tenure as External Director of ES-CON JAPANwill be six years at the end of this General Meeting.

- 13 -

Candidate

Name

History and Position /Number ofNo.

(Date of Birth)

Area of Responsibility in Our Company

Company(Main Concurrent Posts)

Shares Owned

April 1986 - Registered as lawyer
Joined Daiichi Law Office (now Daiichi Law Office,
P.C.)
June 2000 - External Auditor, Shinyei Kaisha
December 2012 - External Auditor, ES-CON JAPAN Ltd.
June 2015 - External Director, Shinyei Kaisha
External Auditor, EXEDY Corporation (present post)
Tadashi
Fukuda(March 4,

3

1953)

March 2016 - External Auditor, ES-CON JAPAN Ltd.
Executive Partner, Daiichi Law Office, P.C. (present
post)June 2016 - External auditor, Mitsubishi Tanabe Pharma

1,000

Corporation (present post)
March 2020 - External Director (Auditor Director), ES-

Reappointment

CON JAPAN Ltd. (present post)
Member, Nomination and Remuneration Advisory
Committee, ES-CON JAPAN Ltd. (present post)(Main concurrent posts)
Executive Partner, Daiichi Law Office, P.C.
External Auditor, EXEDY Corporation
Reason for Candidacy as External Director and Overview of Expected Roles
Mr. Fukuda offers a wealth of experience in corporate law as a lawyer as well as extensive
expertise in other areas, which contribute to the management of ES-CON JAPAN Ltd.
Although he lacks previous experience in contributing to corporate management other thanas external director, for the reasons stated above, it has been decided that he is capable ofperforming the duties of an external director and we therefore propose that he be appointed
once again as external director. Additionally, Mr. Fukuda’s membership in the Nomination
and Remuneration Advisory Committee is expected to contribute to objective and neutral
decisions on matters such as director appointment and remuneration. Mr. Fukuda iscurrently serving as an External Director (Auditor Director) of ES-CON JAPAN. His tenureas External Director (Auditor Director) of ES-CON JAPAN Ltd. will be two years at the endof this General Meeting.

(Note)

1. No special conflict of interests exist between any of the above candidates and our company.
2. Masayoshi Nishitake, Hiroto Mizobata, and Tadashi Fukuda are candidates for External
Director.
3. Hiroto Mizobata and Tadashi Fukuda have served in the past as non-managing Directors(Auditors) of ES-CON JAPAN.
4. Tadashi Fukuda served as an external director of Shinyei Kaisha until June 2017. After
his resignation, it was discovered that a consolidated subsidiary of Shinyei Kaisha had
engaged in improper trading practices during his term in office. Although Mr. Fukuda wasunaware of the improper trading practices before their discovery, he had repeatedly
reminded management of the importance of legal and regulatory compliance at board of
directors meetings and on other opportunities.

- 14 -

5. ES-CON JAPAN Ltd. has executed limited liability agreements with Masayoshi Nishitake,
Hiroto Mizobata, and Tadashi Fukuda in accordance with Article 427, Paragraph 1 of theCompanies Act of Japan. If their reappointments are approved, we plan to execute
renewing agreements with them containing terms and conditions similar to those of theexisting 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 tohis/her own negligence in the performance of his/her duties, that director shall bear thelegally established minimum liability.
6. The Tokyo Stock Exchange has been notified of Hiroto Mizobata’s and Tadashi Fukuda’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.
7. 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. This
policy names its directors as the insured. We plan to renew this policy. If theappointments of the above candidates are approved, the candidates will be the named
the insured under this policy.
This policy covers damages related to compensation for damages and litigation costs
borne by the insured for matters within the scope of liability of directors to third parties
and to ES-CON JAPAN. It does not cover matters attributable to deliberate action or
gross negligence.

- 15 -

Agenda Item 5

Election of one director as reserve auditor director to fillpotential vacancy

To keep the number of auditors from falling below the legally established requirement, we propose
the election of one director as a reserve auditor director to fill any potential vacancy.
This agenda item has been approved by the Auditors Committee.
The reserve auditor director candidate is as follows:
Name(Date of Birth)

History and Position (Main Concurrent Posts)

Number ofCompany Shares
Owned

October 2005 - Registered as lawyer
Joined Daiichi Law Office (Currently Daiichi Law Office,P.C.)

Tomonao Iechika(May 7, 1976)

July 2010 - Dispatched to the Inspection Bureau, Financial
Services Agency
January 2015 - Partner, Daiichi Legal Professional
Corporation (present post)

31,300(Main concurrent posts)
Partner, Daiichi Legal Professional Corporation
Reason for Candidacy as Reserve External Director
Mr. Iechika has a wealth of experience as a lawyer and extensive expertise. We nominate him as
reserve external director because we believe his wealth of experience and extensive expertise will bereflected in management of ES-CON JAPAN Ltd. The candidate has no previous contributions to thecompany other than his services as external director, but for the reasons stated here, we deem that heis capable of performing the duties of an external director. Additionally, Mr. Iechika’s membership in the
Nomination and Remuneration Advisory Committee is expected to contribute to objective and neutral
decisions on matters such as director appointment and remuneration.
(Note)

1. No special interests exist between this candidate and our company.
2. Mr. Iechika is a candidate for reserve external director.
3. If the appointment of Mr. Iechika is approved and he is elected to the position of director
and concurrent member of the Auditor Committee, ES-CON JAPAN Ltd. will execute alimited liability agreement in accordance with Article 427, Paragraph 1 of the Companies
Act of Japan.
The following is an overview of this agreement: In the event that a director (excluding personnel who are managing directors) is
responsible for circumstances generating liabilities for ES-CON JAPAN Ltd. withrespect to compensation for damages attributable to his/her own negligence in theperformance of his/her duties, that director shall bear the legally 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. This
policy names its directors as the insured. We plan to continue to renew this policy. If theappointment of Mr. Iechika is approved and he is elected to the position of director andconcurrent member of the Auditor Committee, he will be the named insured under thispolicy.
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 attributable to deliberate action or grossnegligence.

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