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: 6706
Date of sending by postal mail: June 14, 2023
Start date of measures for electronic provision: June 8, 2023
To our shareholders:
Tadatoshi Kondo,
President and Representative Director
DKK Co., Ltd.
3-3-1 Marunouchi, Chiyoda-ku, Tokyo

Notice of the 97th Annual General Meeting of Shareholders
We hereby notify you of the 97th Annual General Meeting of Shareholders of the Company, which will be held as
described below.
In convening this general meeting, the Company takes measures for providing in electronic format the informationthat constitutes the content of Reference Documents for the General Meeting of Shareholders, etc. (items subject tomeasures for electronic provision). This information is posted on each of the following websites, so please accesseither of those websites to confirm the information.
The Company’s website:
https://denkikogyo.co.jp/ir/stock/meeting/ (in Japanese)
Website for posted informational materials for the General Meeting of Shareholders:
https://d.sokai.jp/6706/teiji/ (in Japanese)
In addition to posting items subject to measures for electronic provision on the websites above, the Company also
posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). To access this information from thelatter website, access the TSE website (Listed Company Search) by using the internet address shown below, enter
the issue name “DKK Co.,Ltd.” or securities code “6706,” and click “Search,” and then click “Basic information”
and select “Documents for public inspection/PR information.”
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)-1-

In addition, instead of attending on the day of the meeting, you may exercise your voting rights by either of themethods below. Please review the attached Reference Documents for the General Meeting of Shareholders, andexercise your voting rights.
[Voting via the Internet, etc.]
Please enter your votes for or against the proposals on the voting rights exercise website designated by theCompany (https://www.web54.net) and exercise your voting rights by no later than 5:35 p.m. on Wednesday, June
28, 2023.
[Voting in Writing (by Mail)]
Please indicate your approval or disapproval for each proposal on the voting form and return it to arrive by no later
than 5:35 p.m. on Wednesday, June 28, 2023.
If votes are submitted both in writing (by mail) and via the Internet, etc., the votes submitted via the Internet, etc.
will be treated as valid. In addition, if votes are submitted multiple times via the Internet, etc., the votes submitted
last will be treated as valid.

-2-

1. Date and Time: 10:00 a.m. on Thursday, June 29, 2023 (reception opens at 9:00 a.m.)
2. Venue:

Belle Salle Nishi-Shinjuku HallSUMITOMO FUDOSAN NISHI-SHINJUKU BLDG. 3, 1st Floor, 4-15-3 Nishi-Shinjuku,
Shinjuku-ku, Tokyo

3. Purpose of the Meeting
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 97th Fiscal Year (April 1,
2022 to March 31, 2023), and results of audits of the Consolidated Financial Statements by
the Financial Auditor and Audit & Supervisory Board
2. Non-consolidated Financial Statements for the 97th Fiscal Year (April 1, 2022 to March 31,
2023)
Matters to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Amendment to the Articles of Incorporation
Proposal No. 3: Election of Nine Directors
Proposal No. 4: Election of One Substitute Audit & Supervisory Board Member
4. Guidance Concerning the Exercise of Voting Rights
Please refer to the “Guidance on Exercising Voting Rights” on page 5 (in Japanese only).
5. Precautions Concerning the Exercise of Voting Rights
If no indication of a vote for or against each proposal is provided on the voting form, it shall be treated as anindication of intention to vote “for” the Company proposals.

-3-

If attending the meeting on the day, please bring the voting form and submit it at the venue reception.
< Request to Shareholders >- The measures on the day of the meeting are subject to change owing to factors such as the status of the spread of COVID-19
infections during the period through to the day of the General Meeting of Shareholders and the details of announcements by thegovernment, etc. Please also check information released on the Company’s website (https://denkikogyo.co.jp/).
-

The Company will not prepare any gifts for shareholders attending the General Meeting of Shareholders. Thank you in advance foryour understanding.
If you wish to attend the meeting by proxy, please submit a letter of proxy proving the right to represent together with the voting
form of the shareholder at the venue reception (proxies are limited to one other shareholder with voting rights at this General
Meeting of Shareholders).
If there are any matters requiring correction in the items subject to measures for electronic provision, an announcement of same, as
well as the matter before and after revision shall be notified on our website (https://denkikogyo.co.jp/), the Tokyo Stock Exchange
website (https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show), and the website for posted informational
materials for the General Meeting of Shareholders (https://d.sokai.jp/6706/teiji/).
Among the items subject to measures for electronic provision, in accordance with the provisions of laws and regulations and the
Articles of Incorporation of the Company, the “Notes to Consolidated Financial Statements” and “Notes to Non-consolidated
Financial Statements” are not provided in the paper-based documents delivered to shareholders who have made a request fordelivery of such documents. Accordingly, the documents that are delivered to shareholders who have made a request for delivery of
paper-based documents are part of the documents that were audited by the Audit & Supervisory Board Members and the Financial
Auditor when preparing their Audit Reports and the Financial Audit Report, respectively.
The Company’s website (https://denkikogyo.co.jp/)-4-Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Appropriation of Surplus
The Company proposes the appropriation of surplus as follows:
Year-end dividends
The Company positions the return of profits to shareholders as an important management issue, and its basic policy
is to pay stable and continuous dividends based on robust business management. The Company returns profits toshareholders through dividends through a method linked to business performance, while taking into consideration
future business development. The Company plans to pay a year-end dividend for the fiscal year under review asfollows, based on the above and comprehensively taking into consideration the outlook for the businessenvironment, funding needs, and other factors.
1.

Type of dividend property
Cash

2.

Allotment of dividend property and their aggregate amount¥30 per common share of the Company
Total dividends: ¥316,226,730

3.

Effective date of dividends of surplus
June 30, 2023

-5-

Proposal No. 2: Amendment to the Articles of Incorporation
1. Reasons for the proposal
For the implementation of a flexible capital policy and dividend policy, pursuant to the provisions of Article 459
paragraph (1) of the Companies Act, and in order for dividends of surplus, etc. to be resolved by the Board of
Directors, Article 37 (Decision-making Body for Dividends of Surplus, Etc.) and Article 38 (Record Date for
Dividends of Surplus) will be newly established in the Company’s Articles of Incorporation as shown in “Proposed
amendments,” and Article 7 (Acquisition of Treasury Shares), Article 38 (Record Date for Year-End Dividend) and
Article 39 (Interim Dividends) of the current Articles of Incorporation, which contain overlapping content, will bedeleted.
In addition, the article numbers shall be amended in conjunction with the establishment and deletion of the articles.
2. Details of the amendments
The details of the amendments are as follows:(Underlined sections indicate changed parts.)
Current Articles of Incorporation
Proposed amendments(Deleted)
Article 7 (Acquisition of Treasure Shares) The Company may
purchase treasury shares according to the provision in
the Corporate Law, Article 165, paragraph 2 throughmarket transactions, etc. based on a resolution of its
Board of Directors.
Article 8 - Article 37 (Clause text omitted)
Article 7 - Article 36 (Unchanged)(Newly established)
Article 37 (Decision-making Body for Dividends of Surplus,Etc.) The Company, with the exception of whereotherwise prescribed in laws and regulations, mayprescribe the matters set forth in each of the items of
Article 459, paragraph (1) of the Companies Act,
such as dividends of surplus, by resolution of theBoard of Directors.
(Newly established)
Article 38 (Record Date for Dividends of Surplus) The record
date for the payment of the year-end dividend of theCompany shall be March 31 of each year.
The record date for the payment of the interim
dividend of the Company shall be September 30 ofeach year.
Article 38 (Record Date for Year-End Dividend) The record(Deleted)
date for the payment of the year-end dividend of theCompany shall be March 31 of each year.
Article 39 (Interim Dividends) The Company may, by(Deleted)resolution of the Board of Directors, make interim
dividends payable on September 30 of each year as
the record date.
Article 40 (Clause text omitted)
Article 39 (Unchanged)-6-

Proposal No. 3:

Election of Nine Directors

The terms of office of all nine Directors will expire at the conclusion of this General Meeting of Shareholders. The
Company therefore proposes the election of nine Directors.
Furthermore, when selecting candidates for Director, the Company has received a report from the nominating
committee, a voluntary committee with independent outside officers comprising a majority of its members.
The candidates for Director are as follows:
Candidate
No.

Name

Position in the Company

1

Tadatoshi Kondo

President and Representative Director

Reelection

2

Tsuyoshi Shimoda

Director and Managing Officer

Reelection

3

Takashi Asai

Director and Managing Officer

Reelection

4

Toshiro Kawahara

Director and Managing Officer

Reelection

5

Hiroharu Fugo

6

Hidehiro Tsukano

7Jean-Francois Minier

8

Ryoko Takeda

9Atsushi Takahashi

New election

Managing Officer and Head of Radio Frequency
New election
Supervisory Division
Reelection
Director
OutsideReelection
Director
OutsideIndependent
Reelection
Director
OutsideIndependent
Reelection
Director
OutsideIndependent

Candidate for Director to be elected

Reelection

Candidate for Director to be reelected

OutsideCandidate for Outside Director

Independent

Independent officer as defined by the securities exchange-7-CandidateNo.

1

Number of the
Career summary and position and responsibility in the Company Company’s shares
owned
Apr. 1995
Joins the Company
Apr. 2016
Head of North America Promotion Division ofOverseas Business Promotion Supervisory
Division of the Company
July 2018
Managing Officer, Full-time Deputy Head ofOverseas Business Supervisory Division, Headof North America Business Division, and Headof Overseas Purchasing Division of the
Tadatoshi Kondo
Company(August 28, 1971)
July 2019
Managing Officer, Head of Equipment
Reelection
Supervisory Division, Head of Mobile
7,300 shares
Communications Technology Division, Head ofAttendance at Board of
Fixed Communications Technology Division,
Directors meetingsand Head of Overseas Business Division of the
17/17
Company
June 2020
Director, Managing Officer, Head of Wireless
R&D Center, Head of Equipment Supervisory
Division, Head of Overseas Business Division,and in charge of New Business Promotion
Office of the Company
Apr. 2021
President and Representative Director of theCompany (current position)[Reasons for nomination as candidate for Director]
Tadatoshi Kondo has participated in sales operations in the telecommunications business in Japan and overseas, andsince July 2018, he has worked on the development of overseas sales, primarily in North America, as Managing Officerof the Company, as well as participating in production management operations in the telecommunications business. In
addition, since his appointment as Director of the Company in June 2020, and as President and Representative Directorof the Company since April 2021, he has taken responsibility for all aspects of the Group’s management, and has
consistently demonstrated management skills from an advanced perspective. As a manager, he possesses broad
expertise, and therefore the Company proposes his continued election as Director.
Name(Date of birth)-8-

CandidateNo.

2

Number of the
Career summary and position and responsibility in the Company Company’s shares
owned
Apr. 1988
Joins the Company
Apr. 2010
Technical Manager of Equipment Supervisory
Division of the Company
July 2012Managing Officer, Deputy Supervisory Head of
Equipment Supervisory Division, and TechnicalManager of Equipment Supervisory Division of
the Company
June 2013
Director, Managing Officer, and Head of
Equipment Supervisory Division of theCompany
Apr. 2017
Director, Managing Officer, Head of Equipment
Supervisory Division, and Head of Overseas
Business Supervisory Division of the Company
Tsuyoshi Shimoda
Dec. 2017
Director, Managing Officer, and Head of(April 12, 1964)
Overseas Business Supervisory Division of theCompany
Reelection
5,600 shares
Apr. 2019
Director, Managing Officer, Head of Overseas
Business Supervisory Division, and Deputy
Attendance at Board ofSupervisory Head of Administrative
Directors meetings
Supervisory Division of the Company
17/17
Apr. 2021
Director and Managing Officer of the Company
June 2021
Director, Managing Officer, and in charge ofInformation Systems Division, Safety andQuality Management Division, and Facility
Administration Supervisory Division of theCompany
Apr. 2022
Director, Managing Officer, Head of Crisis
Management Office, and in charge ofInformation Systems Division, Construction
Supervisory Division, Facility Business
Promotion Office, and Operation Management
Supervisory Division of the Company (current
position)[Reasons for nomination as candidate for Director]
Tsuyoshi Shimoda has participated in technical and production operations in the telecommunications business, and hastaken responsibility for management as Director of the Company since June 2013. In addition, he has participated in the
expansion of overseas businesses since April 2017, and has also worked on creating information systems and risk
management since June 2021. As such, he possesses ample experience at the Company and broad expertise, andtherefore the Company proposes his continued election as Director.
Name(Date of birth)-9-

Candidate
No.

3

Number of the
Career summary and position and responsibility in the Company Company’s shares
owned
Apr. 1995
Joins the Company
Apr. 2016
Head of Hokkaido Branch of BranchSupervisory Division of the Company
Apr. 2017
Central Sales Manager of Branch Supervisory
Division and Overseas Sales Manager ofOverseas Business Supervisory Division of theCompany
Apr. 2019
Managing Officer, Head of Branch Supervisory
Division, and Central Sales Manager of theCompany
Apr. 2020
Head of New Business Promotion Office of theCompany
May 2020
Head of Facility Engineering Supervisory
Takashi Asai
Division, Head of Business Promotion(May 1, 1972)
Division, Head of Safety Management
Department, and Head of Technology Division
Reelectionof the Company
3,200 shares
Apr. 2021
Managing Officer, Head of Administrative
Attendance at Board ofSupervisory Division, Head of Secretarial
Directors meetings
Section, and Head of Safety and Quality
17/17
Management Division of the Company
June 2021
Director, Managing Officer, Head of
Administrative Supervisory Division, Head ofSecretarial Section, and Head of Safety andQuality Management Division, and in charge ofCorporate Planning Division, Human
Resources Department, Finance Department,
and Equipment Supervisory Division of theCompany
Apr. 2022
Director, Managing Officer, Head of President’s
Office, and in charge of Human Resources
Department, Finance Department, and Radio
Frequency Supervisory Division of theCompany (current position)[Reasons for nomination as candidate for Director]
Takashi Asai has participated mainly in all aspects of branch sales and construction-related operations as Head of the
Branch Supervisory Division and Head of the Facility Engineering Supervisory Division, and has taken responsibility
for his duties as Head of the Administrative Supervisory Division since April 2021, as well as management as a
Director of the Company since June 2021. In addition, he has taken responsibilities for corporate planning, finance,
human resources strategy, etc., since June 2021, and possesses ample experience at the Company and broad expertise,
and therefore the Company proposes his continued election as Director.
Name(Date of birth)- 10 -

Candidate
No.

4

Number of the
Career summary and position and responsibility in the Company Company’s shares
owned
Apr. 1991
Joins NIPPON TELEGRAPH AND
TELEPHONE CORPORATION
July 1992
R&D Division of NTT Mobile
Communications Network, Inc. (currently NTT
DOCOMO, Inc.)
July 2008
General Manager of Wireless Access
Development Division of NTT DoCoMo, Inc.
(currently NTT DOCOMO, Inc.)
Toshiro Kawahara
July 2019
Joins the Company; Full-time Head of(March 9, 1967)
Technology Development Supervisory Division
Aug. 2019
Chief Researcher of Wireless R&D Center andReelection
2,200 shares
Full-time Head of Technology Development
Supervisory Division of the Company
Attendance at Board ofJune 2020
Deputy Head of Wireless R&D Center of the
Directors meetings
Company
17/17
Apr. 2021
Head of Wireless R&D Center of the Company
June 2021
Director, Managing Officer, Head of Wireless
R&D Center, and in charge of Future R&D
Center of the Company
Apr. 2022
Director, Managing Officer, Head of R&D
Supervisory Center, and in charge of
Equipment Supervisory Division of theCompany (current position)[Reasons for nomination as candidate for Director]
Toshiro Kawahara has participated in research and development and business expansion into new areas in 5G and othernext-generation communications systems, and has taken responsibility for his duties as Head of the Wireless R&D
Center of the Company since April 2021, as well as management as a Director of the Company since June 2021. He
possesses ample experience at the Company and broad expertise, and therefore the Company proposes his continued
election as Director.
Name(Date of birth)- 11 -

Candidate
No.

5

Number of the
Career summary and position and responsibility in the Company Company’s shares
owned
Apr. 1991
Joins the Company
Apr. 2015
Design Manager and Development Manager ofRadio Frequency Supervisory Division of theCompany
July 2016
Full-time Deputy Head of Radio Frequency
Supervisory Division, Design Manager, andDevelopment Manager of the Company
July 2017Managing Officer, Deputy Head of Radio
Frequency Supervisory Division, Design
Manager, and Full-time Development Manager
Hiroharu Fugoof the Company(March 24, 1967)
200 shares
July 2019
Managing Officer, Head of Radio Frequency
New election
Supervisory Division, Sales Manager, Design
Manager, and Full-time Development Managerof the Company
Apr. 2022
Managing Officer, Head of Radio Frequency
Supervisory Division, and Head of Business
Promotion Division of the Company
Apr. 2023
Managing Officer, Head of Radio Frequency
Supervisory Division, and Head of Business
Promotion Division, and Development
Manager of the Company[Reasons for nomination as candidate for Director]
Hiroharu Fugo has participated in radio frequency business as Development Manager, Design Manager, and SalesManager, in July 2017 he took general charge of radio frequency business as a Managing Officer of the Company, andin addition has served as Presidents of group companies. He possesses ample experience at the Company and broad
expertise, and therefore the Company proposes his election as Director.
Name(Date of birth)- 12 -

Candidate
No.

6

Number of the
Career summary and position and responsibility in the Company Company’s shares
owned
Apr. 1981
Joins FUJITSU LIMITED
June 2009
Head of the Corporate Strategy Office of
FUJITSU LIMITEDMay 2011
Corporate Executive Officer and Head ofCorporate Strategy Office of FUJITSU
LIMITED
Apr. 2014
Managing Executive Officer and CFO of
FUJITSU LIMITED
June 2015
Director, Managing Executive Officer, and
CFO of FUJITSU LIMITED
Apr. 2016
Director, Senior Managing Executive Officer,
and CFO of FUJITSU LIMITED
Apr. 2017
Director, Corporate Executive Officer, Vice
President, and CFO of FUJITSU LIMITED
June 2017
Representative Director, Vice President, and
CFO of FUJITSU LIMITED
June 2019
Corporate Executive Officer and Vice
Chairman of FUJITSU LIMITEDMay 2020
Advisor to NTT Advanced Technology
Hidehiro Tsukano
Corporation(March 21, 1958)
June 2020
Outside Director of Kyoritsu Holdings Co., Ltd.
(current position)
Reelection
Dec.
2020
Advisorto Tsukishima Kikai Co., Ltd.
Outside0 shares
June 2021
Outside Corporate Auditor of Tsukishima Kikai
Co., Ltd. (current position)
Attendance at Board of
Outside Director of the Company (current
Directors meetings
position)
17/17
July 2021
Head of IOWN Integrated Innovation Center of
NIPPON TELEGRAPH AND TELEPHONECORPORATION (current position)
June 2023
Officer in Charge of Research andDevelopment of NIPPON TELEGRAPH AND
TELEPHONE CORPORATION (to beappointed)
June 2023
President and Chief Executive Officer of NTT
Innovative Devices Corporation (to beappointed)[Significant concurrent positions outside the Company]
Outside Director of Kyoritsu Holdings Co., Ltd., Outside
Corporate Auditor of Tsukishima Kikai Co., Ltd., Head of
IOWN Integrated Innovation Center of NIPPON TELEGRAPH
AND TELEPHONE CORPORATION, Officer in Charge of
Research and Development of NIPPON TELEGRAPH AND
TELEPHONE CORPORATION (to be appointed), andPresident and Chief Executive Officer of NTT Innovative
Devices Corporation (to be appointed)[Reasons for nomination as candidate for Director and overview of expected responsibilities]
Hidehiro Tsukano possesses ample knowledge and experience and broad expertise related to business strategy and IR
activities developed as CFO and other positions at a comprehensive IT service and equipment company. The Company
expects that he will be able to utilize his experience and other qualities to provide advice on all aspects of theCompany’s management and thus contribute to enhancing management strategies, investor relations activities, andcorporate governance, and therefore proposes his continued election as Outside Director.
Name(Date of birth)- 13 -

Candidate
No.

7

Number of the
Career summary and position and responsibility in the Company Company’s shares
owned
Sept. 1992
Equity derivatives trader of Indosuez W.I. Carr
Securities Ltd.
Mar. 1995
Vice President and equity derivatives trader ofMorgan Stanley & Co.
Feb. 1997
Associate Director and Head of OTC Equity
Derivatives Trading of NatWest Markets
Mar. 1998
CEO Asia-Pacific and Tokyo Branch Manager
of Dresdner Kleinwort
Mar. 2009
In charge of Japanese company development of
AVISA Partners and Representative Director
and Chairman of Intime
Apr. 2013
Managing Director and Head of Asia of Moore
Group Limited and Advisor to Chairman forInternational Relations (pro bono) of Kyoto
Prefectural Union of Agricultural Cooperatives
Jean-Francois MinierNov. 2013
Advisor to CEO Japan and Korea of Buhler(November 20, 1970)
Group
Nov. 2016
Non-executive Director and in charge ofReelection
Northeast Asia Corporate Development of First
OutsideNames Group and Corporate Projects Director,
0 shares
Independent
Asia of UC RUSAL
Mar. 2017
Executive Trustee of UENO GAKUEN (current
Attendance at Board of
position)
Directors meetings
Jan. 2019
Special Advisor to CEO of Les Rois Mages
17/17
Apr. 2020
Outside Audit & Supervisory Board Member ofAmuseum Parks Inc. (current position) andManaging Director of Kroll, LLC.
June 2021
Outside Director of the Company (current
position)
Nov. 2021
Senior Advisor of Kroll, LLC.
Dec. 2021
Representative Director of LES ROIS MAGESJAPON CO., LTD. (current position)
May 2022
Regional Director of APAC of AudereInternational (current position)[Significant concurrent positions outside the Company]
Executive Trustee of UENO GAKUEN, Outside Audit &Supervisory Board Member of Amuseum Parks Inc.,
Representative Director of LES ROIS MAGES JAPON CO.,LTD. and Regional Director of APAC of Audere International[Reasons for nomination as candidate for Outside Director and overview of expected responsibilities]
Jean-Francois Minier has ample knowledge and experience as well as broad expertise developed through his career todate at international financial institutions. The Company expects that he will be able to utilize his experience and otherqualities to provide advice on all aspects of the Company’s management and thus contribute to maintaining andimproving the transparency and soundness of management and reinforcing corporate governance, and therefore
proposes his continued election as Outside Director.
Name(Date of birth)- 14 -

Candidate
No.

8

Number of the
Career summary and position and responsibility in the Company Company’s shares
owned
Apr. 1998
Registered as lawyer; joins Nishimura &Partners (currently Nishimura & Asahi)Dec. 2014
Special Counsel of City-Yuwa Partners
Feb. 2016
Certified as Certified Fraud Examiner (CFE)Oct. 2016
Bar examiner and examiner for the preliminary
bar examination (responsible for administrativeacts)
June 2017
Councilor of International Civil andCommercial Law Centre Foundation (current
position)
June 2020
External Audit & Supervisory Board Memberof ALCONIX CORPORATION (current
position)
Ryoko Takeda(July 5, 1970)
June 2021
Outside Director of the Company (current
position)
Reelection
June 2022
Outside Director (Audit & Supervisory
OutsideCommittee Member) of Japan Airport Terminal
0 shares
Independent
Co., Ltd. (current position)
Nov. 2022
Bar examiner and examiner for the preliminary
Attendance at Board of
bar examination (responsible for tax acts)
Directors meetings(current position)
17/17
Jan. 2023
Partner Attorney, CITY-YUWA PARTNERS(current position)
Mar. 2023
Outside Director, Komazawa University(current position)[Significant concurrent positions outside the Company]
Partner Attorney, CITY-YUWA PARTNERS, Councilor ofInternational Civil and Commercial Law Centre Foundation,
External Audit & Supervisory Board Member of ALCONIXCORPORATION, Bar examiner and examiner for the
preliminary bar examination (responsible for tax acts), Outside
Director (Audit & Supervisory Committee Member) of Japan
Airport Terminal Co., Ltd., and Outside Director, Komazawa
University[Reasons for nomination as candidate for Outside Director and overview of expected responsibilities]
Ryoko Takeda has been active in areas related to the core of corporate activities as an attorney at law, and the Company
expects that she will be able to utilize her specialized knowledge, experience, and other qualities in the management of
the Company, and therefore proposes her continued election as Outside Director. Furthermore, while she does not haveexperience of participating directly in corporate management, as an attorney at law she is well-versed in corporate law
and possesses sufficient knowledge to govern corporate management, and therefore the Company has judged that she
will be able to appropriately execute her duties as Outside Director.
Name(Date of birth)- 15 -

CandidateNo.

9Notes:

Number of the
Career summary and position and responsibility in the Company Company’s shares
owned
Oct. 2000
Joins Tohmatsu & Co. (currently Deloitte
Touche Tohmatsu LLC)
June 2004
Registered as certified public accountant
July 2014
Partner of Deloitte Touche Tohmatsu LLC
Aug. 2020
Representative member of Partners SG Audit
Atsushi Takahashi
Corporation(October 13, 1976)
Apr. 2021
Outside Audit & Supervisory Board Member ofReelection
INGS Co., Ltd. (current position)
OutsideJune 2021
Outside Director of the Company (current
0 shares
Independent
position)
Sept. 2021
Outside Director of ATSUMARU Inc. (current
Attendance at Board of
position)
Directors meetings
Dec. 2022
Chief Executive Officer and Partner of Partners
17/17
General LLC (current position)[Significant concurrent positions outside the Company]
Chief Executive Officer and Partner of Partners General LLC,
Outside Audit & Supervisory Board Member of INGS Co., Ltd.,and Outside Director of ATSUMARU Inc.
[Reasons for nomination as candidate for Outside Director and overview of expected responsibilities]
Atsushi Takahashi has audited many companies as a certified public accountant, and the Company expects that he will
be able to utilize his specialized knowledge, experience, and other qualities in the management of the Company, andtherefore proposes his continued election as Outside Director. Furthermore, while he does not have experience ofparticipating directly in corporate management, he possesses insight as a certified public accountant that he will be able
to utilize in the audit systems of the Company from an independent, objective standpoint, and therefore the Company
has judged that he will be able to appropriately execute his duties as Outside Director.
Name(Date of birth)

1. There is no special interest between any of the candidates and the Company.
2. Hidehiro Tsukano, Jean-Francois Minier, Ryoko Takeda, and Atsushi Takahashi are candidates for Outside Director as
provided for in Article 2, paragraph (3), item (vii) of the Regulations for Enforcement of the Companies Act.
3. Hidehiro Tsukano, Jean-Francois Minier, Ryoko Takeda, and Atsushi Takahashi are currently Outside Directors of theCompany, and each of their terms of office will be two years at the conclusion of this General Meeting of Shareholders.
4. The Company has designated Jean-Francois Minier, Ryoko Takeda, and Atsushi Takahashi as independent officers as
stipulated in Article 436-2 of the Securities Listing Regulations of Tokyo Stock Exchange, Inc., and notified theexchange to that effect.
5. Article 27 of the Company’s Articles of Incorporation provides for the following: “Pursuant to the provisions of Article
427, paragraph (1) of the Companies Act, the Company may enter into agreements with Outside Directors to limit their
liability for damages as stipulated in Article 423, paragraph (1) of the same; provided, however, that the maximum
amount of liability for damages pursuant to this agreement shall be the amount stipulated in laws and regulations.”
Pursuant to these provisions, the Company has entered into a liability limitation agreement with Outside Director
candidates Hidehiro Tsukano, Jean-Francois Minier, Ryoko Takeda, and Atsushi Takahashi. A summary of the contentsof these agreements is as follows: if an Outside Director is liable for damages to the Company as a result of neglect of
his or her duties, the maximum amount of this liability for damages shall be the amount stipulated in laws andregulations or a certain higher amount, provided that the Outside Director executed the duties that were the cause of theliability in good faith and without gross negligence. If the reappointment of the candidates for Outside Director isapproved, the Company plans to continue the above liability limitation agreement with these Outside Director
candidates.
6. The Company has entered into an officers liability insurance contract with an insurance company as stipulated in Article
430-3, paragraph (1) of the Companies Act. This insurance contract will cover legal damages, litigation expenses, etc.
borne by the insured parties, including Directors of the Company, in the event that a claim for damages is made against
an insured party owing to actions performed by the insured party based on his or her position. If each of these candidates
is elected and appointed as Director, they will become insured parties under the contract. In addition, the Company
intends to renew the insurance contract with the same contents at the next time of renewal during the terms of office ofeach candidate.

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The composition of the Board of Directors and a skills matrix of the main areas of expertise, experience, andknowledge of each Director in the event that Proposal No. 3 is approved and adopted as originally proposed at this
General Meeting of Shareholders are as follows:

Age

Corporate
management
strategyMarketingand sales

Technology
R&D
DX

Internationality

Tadatoshi Kondo

51

●

●

●

●

Tsuyoshi Shimoda

59

●

●

●

●

Takashi Asai

51

●

●

Toshiro Kawahara

56

Hiroharu Fugo

56●

Hidehiro Tsukano

Outside65●

Jean-Francois Minier

OutsideIndependent

52●

Ryoko Takeda

OutsideIndependent
Female52

Atsushi Takahashi

OutsideIndependent

46

Name

Legal
affairs
Compliance andrisk
management

Finance
Accounting

●
●

●

●

●

●

●

●

●

●

●

●

●

●

●

●
●

Independent

Independent officer as defined by the securities exchange

FemaleFemale Director- 17 -

●

●

●

●

●

●

Outside Director

ESG
Sustainability●●

OutsideHuman
resources
and laboraffairs
Human
resourcesdevelopment●●

Proposal No. 4: Election of One Substitute Audit & Supervisory Board Member
The effectiveness of the resolution electing Ryuichi Hirai as substitute outside Audit & Supervisory Board Member
at the 96th Annual General Meeting of Shareholders held on June 29, 2022, will expire at the beginning of this
General Meeting of Shareholders. Accordingly, in order to prepare for cases when the number of Audit &Supervisory Board Members falls short of the number required by laws and regulations, the Company proposes therenewed election of one substitute outside Audit & Supervisory Board Member.
Furthermore, the effectiveness of election under this proposal may be canceled by resolution of the Board of
Directors, with the consent of the Audit & Supervisory Board, provided it is prior to the candidate’s appointment.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary and position in the Company

Number of theCompany’s shares
owned

Apr. 1973

Joins Nihon Cement Co., Ltd. (currently Taiheiyo
Cement Corporation)
Apr. 2004
Overseas Company Vice President and General
Manager, Marketing & Trading Department, Overseas
Company of Taiheiyo Cement Corporation
Apr. 2006
Advisor, Overseas Company Vice President, andGeneral Manager, Marketing & Trading Department,
Overseas Company of Taiheiyo Cement Corporation
Apr. 2008
Managing Executive Officer and Overseas Company
President of Taiheiyo Cement Corporation
June 2008
Director, Managing Executive Officer, and Overseas
Company
President of Taiheiyo Cement Corporation
Ryuichi Hirai
0 shares(July 22, 1950)
June 2010
Director, Managing Executive Officer, and Senior
General Manager, International Business Division of
Taiheiyo Cement Corporation
Apr. 2012
Representative Director, Senior Executive Officer, andSenior General Manager, International Business
Division of Taiheiyo Cement Corporation
Apr. 2013
Director of Taiheiyo Cement Corporation
June 2013
Counselor of Taiheiyo Cement Corporation
June 2015
Outside Director of SWCC SHOWA HOLDINGS CO.,LTD.
Oct. 2018
Deputy Representative Director of DIRECTFORCE(current position)[Reasons for nomination as candidate for substitute outside Audit & Supervisory Board Member]
Ryuichi Hirai has been selected as a candidate for substitute outside Audit & Supervisory Board Member because the Company has
judged that if he is appointed as Audit & Supervisory Board Member, he will be able to utilize his abundant experience and broad
expertise as a manager in the audit systems of the Company.
Notes:

1. There is no special interest between the candidate and the Company.
2. Ryuichi Hirai is a candidate for substitute outside Audit & Supervisory Board Member.
3. Article 33-2 of the Company’s Articles of Incorporation provides for the following: “Pursuant to the provisions ofArticle 427, paragraph (1) of the Companies Act, the Company may enter into agreements with outside Audit &Supervisory Board Members to limit their liability for damages as stipulated in Article 423, paragraph (1) of the same;provided, however, that the maximum amount of liability for damages pursuant to this agreement shall be the amountstipulated in laws and regulations.” Pursuant to these provisions, the Company intends to enter into a liability limitationagreement with substitute outside Audit & Supervisory Board Member Ryuichi Hirai when he is appointed as Audit &Supervisory Board Member.
A summary of the contents of this agreement is as follows: if an outside Audit & Supervisory Board Member is liablefor damages to the Company as a result of neglect of his or her duties, the maximum amount of this liability for damages
shall be the amount stipulated in laws and regulations or a certain higher amount, provided that the outside Audit &Supervisory Board Member executed the duties that were the cause of the liability in good faith and without grossnegligence.

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4. The Company has entered into an officers liability insurance contract with an insurance company as stipulated in Article
430-3, paragraph (1) of the Companies Act. This insurance contract will cover legal damages, litigation expenses, etc.
borne by the insured parties, including Audit & Supervisory Board Members of the Company, in the event that a claim
for damages is made against an insured party owing to actions performed by the insured party based on his or her
position. If Ryuichi Hirai is appointed as Audit & Supervisory Board Member, he will become an insured party under
the contract. In addition, the Company intends to renew the insurance contract with the same content at the next time ofrenewal.
5. Ryuichi Hirai satisfies the criteria for an independent officer as stipulated in Article 436-2 of the Securities Listing
Regulations of Tokyo Stock Exchange, Inc., and if he is appointed as outside Audit & Supervisory Board Member, theCompany intends to designate him as an independent officer and notify the exchange to that effect.

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