This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

Securities code: 9932
May 27, 2022
To Stockholders with Voting Rights:
Masahiro Sugimoto
President and Executive Officer
SUGIMOTO & CO., LTD
5-7-27 Itachibori, Nishi-ku, Osaka,Japan

NOTICE OF CONVOCATION OF
THE 97TH ANNUAL STOCKHOLDERS’ MEETING
Dear Stockholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 97th Annual Stockholders’ Meeting of SUGIMOTO & CO.,LTD (the “Company”). The meeting will be held for the purposes described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing or byelectromagnetic means (the internet, etc.). Please review the Reference Documents for the Stockholders’Meeting below and exercise your voting rights by 5:00 p.m. on Thursday, June 16, 2022.
1. Date and Time:

Friday, June 17, 2022 at 10:00 a.m. Japan time
(Reception opens at 9:00 a.m.)

2. Place:

Main Hall, 7th floor, Headquarters of the Company
5-7-27 Itachibori, Nishi-ku, Osaka, Japan

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 97th Fiscal Year (April 1, 2021 - March 31, 2022) andresults of audits by the Accounting Auditor and the Board of Auditors of
the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 97th Fiscal
Year (April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Five (5) Directors
Proposal 3:
 When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the receptiondesk.
To save resources, please bring this Notice of Convocation with you.
 Of the documents to be provided with this Notice of Convocation, Principal Lines of Business, Major
Offices and Outlets, Status of Employees, Principal Lenders and Amount of Borrowings, Important
Matters on the Current State of the Corporate Group, Matters on Share Acquisition Rights of theCompany, Matters on Outside Officers, Status of the Accounting Auditor, Systems and Policies of theCompany, and Basic Policy for Control of the Company in the Business Report; Consolidated
Statement of Changes in Equity and Notes to Consolidated Financial Statements in the Consolidated-1-

Financial Statements; and Non-consolidated Statement of Changes in Equity and Notes to Nonconsolidated Financial Statements in the Non-consolidated Financial Statements are posted on the
Company’s website (https://www.sugi-net.co.jp) in accordance with laws and regulations and Article
15 of the Company’s Articles of Incorporation, and therefore are not included in the documents
accompanying this Notice of Convocation.
The Consolidated Financial Statements and Non-consolidated Financial Statements audited by the
Auditors and the Accounting Auditor when they prepared the Audit Report and the Accounting Audit
Report respectively include the above documents posted on the Company’s website, in addition to the
documents accompanying this Notice of Convocation.
 Should the Reference Documents for the Stockholders’ Meeting, the Business Report, theConsolidated Financial Statements, or the Non-consolidated Financial Statements require a revision,
the revised version will be posted on the Company’s website (https://www.sugi-net.co.jp).

-2-Reference Documents for the Stockholders’ Meeting
Proposals and References
Proposal 1:

Appropriation of Surplus

The Company positions its dividend policy as one of the highest management priorities.
Comprehensively taking into consideration the financial position, profit level, dividend payout ratio, andother factors, the Company proposes to pay the following year-end dividends for the 97th fiscal year,with an eye on constant and stable dividend payout. Internal reserves will be used to make investments
for the future and further strengthen the corporate structure.
The annual dividend payout will be ¥60 per share, including the interim dividend of ¥30 already
distributed.
1. Matters on year-end dividends(1) Type of dividend property
Cash(2) Allotment of dividend property and the total amount¥30 per share of the Company’s common stock(3) Effective date of dividends of surplus
June 20, 2022

-3-

Total: ¥302,347,950

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for proposal(1) To prepare for future diversification of business activities, the Company proposes to make thefollowing addition to Article 2 (Purpose) of the current Articles of Incorporation.
(2) The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the
Act Partially Amending the Companies Act (Act No. 70 of 2019) will take effect on September 1,
2022. Accordingly, in order to prepare for the introduction of the system for electronic provision ofmaterials for stockholders’ meetings, the Company proposes to amend its Articles of Incorporation
as follows.
(i) The proposed Article 15, paragraph 1 provides that information contained in the Reference
Documents for the Stockholders’ Meeting, etc. shall be provided electronically.
(ii) The purpose of the proposed Article 15, paragraph 2 is to establish a provision to limit thescope of matters to be included in the paper copy to be sent to stockholders who have requestedit.
(iii) The provisions related to the internet disclosure and deemed provision of the Reference
Documents for the Stockholders’ Meeting, etc. (Article 15 of the current Articles ofIncorporation) will become unnecessary and will therefore be deleted.
(iv) In line with the above establishment and deletion of the provisions, supplementary provisions
related to the effective date, etc. will be established.
2. Details of amendments
The details of the amendments are as follows.

Current Articles of Incorporation(Purpose)
Article 2 The purpose of the Company shall beto engage in the following businesses.
(6) Undertaking of civil engineering
works; construction works; carpentry
works; plastering works; scaffolding
works, earthworks and concrete
works; masonry works; roofing
works; electrical works; plumbing
works; tile, brick, and block works;
steel structure works; reinforcementsteel works; paving works; dredging
works; sheet metal works; glazing
works; painting works;
waterproofing works; interior
finishing works; machine andequipment installation works; heatinsulation works; telecommunication
works; landscaping and gardening
works; well drilling works; fitting-4-(Amended parts are underlined.)
Proposed Amendments(Purpose)
Article 2 The purpose of the Company shall beto engage in the following businesses.
(6) Undertaking of civil engineering
works; construction works; carpentry
works; plastering works; scaffolding
works, earthworks and concrete
works; masonry works; roofing
works; electrical works; plumbing
works; tile, brick, and block works;
steel structure works; reinforcementsteel works; paving works; dredging
works; sheet metal works; glazing
works; painting works;
waterproofing works; interior
finishing works; machine andequipment installation works; heatinsulation works; telecommunication
works; landscaping and gardening
works; well drilling works; fittingCurrent Articles of Incorporation
works; water and sewage facility
works; fire protection facility works;
and sanitation facility works

Proposed Amendments
works; water and sewage facility
works; fire protection facility works;
sanitation facility works; anddemolition works(Internet Disclosure and Deemed Provision ofReference Documents for the Stockholders’Meeting, etc.)
Article 15 The Company may, when convening
a stockholders’ meeting, deem that it has
provided information to stockholders
pertaining to matters to be described orindicated in the Reference Documents for
the Stockholders’ Meeting, Business
Report, and Non-consolidated Financial
Statements, by disclosing suchinformation through the internet inaccordance with the provisions of theOrdinance of the Ministry of Justice.

<Deleted><Newly established>(Measures for Electronic Provision, etc.)
Article 15 The Company shall, when convening
a stockholders’ meeting, provide
information contained in the Reference
Documents for the Stockholders’Meeting, etc. electronically.
2. Among the matters to be provided
electronically, the Company may choose
not to include all or part of the matters
stipulated in the Ordinance of the
Ministry of Justice in the paper copy to besent to stockholders who have requested
it by the record date for voting rights.

<Newly established>(Supplementary Provisions)
1. The deletion of Article 15 (Internet
Disclosure and Deemed Provision ofReference Documents for the Stockholders’Meeting, etc.) of the current Articles ofIncorporation and the establishment of the
proposed Article 15 (Measures for Electronic
Provision, etc.) shall come into effect on
September 1, 2022.
2. Notwithstanding the provisions of thepreceding paragraph, Article 15 of the current-5-Current Articles of Incorporation

Proposed Amendments
Articles of Incorporation shall remain inforce with respect to a stockholders’ meeting
to be held by the end of February 2023.
3. These supplementary provisions shall bedeleted after March 1, 2023 or the lapse of
three months from the date of thestockholders’ meeting set forth in thepreceding paragraph, whichever is later.

-6-

Proposal 3:

Election of Five (5) Directors

The terms of office of all five (5) Directors will expire at the conclusion of this Stockholders’ Meeting.
Accordingly, the election of five (5) Directors (of which two (2) are Outside Directors) is proposed.
The candidates for Directors are as follows.

No.

Name

President
Executive Officer
Sales Division Manager

100.0%(16/16)

Executive Director
Managing Executive Officer
Management Division Manager

100.0%(13/13)

1

Masahiro Sugimoto2

Masayuki Sugimoto [Reappointment]

3

Executive Officer
Hiroyuki Imanaka [New appointment] Direct Sales Control Department Manager
Third Direct Sales Department Manager

4

Kamezo Miyaji

5

Yuki Tsuru[Reappointment]

Current positions, etc. at the Company[Reappointment][Outside][Independent]

Attendanceat theBoard ofDirectors
meetings

Outside Director[New appointment][Outside]―[Independent]

―

87.5%
(14/16)

―

-7-

No.

1

2

3

Name
(Date of birth)

Career summary(Positions, responsibilities, and significant concurrent positions)

Number ofshares of theCompany held

Joined the Company
Executive Director
Masahiro Sugimoto
Managing Executive Director(December 10, 1950)
Senior Managing Executive Director
531,315President and Sales Division Manager[Reappointment]
Director, SUGIMOTO CO., LTD. (current position)
President, Executive Officer, and Sales Division
Manager, the Company (current position)[Reason for nomination as candidate for Executive Director]
Mr. Masahiro Sugimoto has a wealth of experience in and advanced knowledge on the Company’s businessactivities, which he has gained through his duties as Representative Director. He has long engaged in corporate
management since assuming the position of the Company’s Executive Director and has executed his duties
appropriately during the terms of office. The Company therefore considers that he is suitable as an Executive
Director and renominates him as a candidate for an Executive Director.
April 2008
Joined the Company
April 2013
Hiroshima Office Manager
Masayuki Sugimoto April 2019
Executive Officer and West Sales Department
Manager(July 31, 1984)
87,750April 2021
Managing Executive Officer, Management Division
Manager, and SE Promotion Department[Reappointment]
June 2021
Executive Director, Managing Executive Officer,
Management Division Manager (current position),and SE Promotion Department[Reason for nomination as candidate for Executive Director]
Mr. Masayuki Sugimoto has served as a sales office manager and a sales department manager at the Company,
is well-versed in a broad range of business fields, and has been exercising strong leadership in an ongoingcompany-wide business reform. The Company therefore considers that he is suitable as an Executive Director
and renominates him as a candidate for an Executive Director.
Joined the Company
April 1998
Kashima Office Manager
April 2006
Hiroyuki Imanaka
April 2009
Sales Promotion Manager and Kashima Office
Manager(April 23, 1974)
16,200
September 2009 Executive Officer and Third Direct Sales
Department Manager[New appointment]
April 2022
Executive Officer, Direct Sales Control Department
Manager, and Third Direct Sales Department
Manager (current position)[Reason for nomination as candidate for Executive Director]
Mr. Hiroyuki Imanaka has served as a sales office manager and a sales department manager at the Company
and is well-versed in a broad range of business operations. He has made achievements in direct sales
departments in the Kanto area, the Company’s key market, and is expected to lead the entire direct sales
operation going forward. The Company therefore considers that he is also suitable as an Executive Director andnominates him as a candidate for an Executive Director.
March 1974
December 1985
June 1990
June 1996
June 2000
December 2014
April 2019

-8-

No.

Name
(Date of birth)
Kamezo Miyaji(November 24, 1944)

4

5[Reappointment][Outside][Independent]

Career summary(Positions, responsibilities, and significant concurrent positions)

Number ofshares of theCompany held

Joined Takiron Corporation (currently C.I.
TAKIRON Corporation)
Director
Director and Senior Managing Executive Officer
Honorary Adviser (current position)
Outside Director, the Company (current position)

4,500

April 1967
June 1998
June 2006
June 2010
June 2011[Reason for nomination as candidate for Outside Director and overview of expected roles]
Mr. Kamezo Miyaji has long engaged in the management of Takiron Corporation. Based on a wealth ofexperience and broad insight, he is expected to supervise the Company’s management, give appropriate advice
on the overall corporate management, and contribute to the enhancement of corporate governance. The
Company therefore renominates him as a candidate for Outside Director.
Registered as an attorney-at-law (Joined the Tokyo
April 2000
Bar Association)
Yuki Tsuru
April 2011
Partner, Kyowa-Sogo Partners Law Office(May 16, 1969)
April 2015
Member of Advisory Committee on Decision on
Infringement (current position)―[New appointment]
February 2019 Specialist, Japan Customs (current position)[Outside]
June 2020
External Director, Hankyu Hanshin Holdings, Inc.
(current position)[Independent]
June 2021
Part-time Auditor, National Institute of Technology
and Evaluation (current position)[Reason for nomination as candidate for Outside Director and overview of expected roles]
Ms. Yuki Tsuru has a high level of knowledge as an attorney-at-law. She is expected to give appropriate advice
to the Company’s management, especially in terms of compliance, and contribute to the enhancement ofcorporate governance. The Company therefore nominates her as a candidate for Outside Director.

Notes: 1. There are no special interests between each candidate and the Company.
2. Ms. Yuki Tsuru’s name on the family register is Ms. Yuki Itami.
3. Mr. Kamezo Miyaji and Ms. Yuki Tsuru are candidates for Outside Directors. Mr. Kamezo
Miyaji will have served as an Outside Director of the Company for 11 years at the conclusionof this Stockholders’ Meeting.
4. Independence as candidate for Outside Director(1) Mr. Kamezo Miyaji and Ms. Yuki Tsuru neither intend to receive nor have received in thepast two (2) years a large amount of money or other forms of property (excluding
remuneration for Directors) from the Company or its specified related business operator.
(2) Neither Mr. Kamezo Miyaji nor Ms. Yuki Tsuru is a spouse, a relative within the third
degree of kinship, or what is equivalent thereto of an executive or an officer of theCompany or its specified related business operator.
(3) If Mr. Kamezo Miyaji is reelected, he will continue to serve as an independent
director/auditor. If Ms. Yuki Tsuru is elected, the Company intends to designate her as anindependent director/auditor under the rules of the Tokyo Stock Exchange.
5. Agreement with Outside Directors to limit liability
The Company enters into agreements with Outside Directors to limit their liability. If Mr.
Kamezo Miyaji is reelected, the Company intends to continue the said agreement withhim. If Ms. Yuki Tsuru is elected, the Company intends to enter into the said agreement withher. An overview of the agreement is as follows.

-9-(1) Liability for damages to the Company caused by an Outside Director’s negligence of duties
will be limited to the minimum amount prescribed by laws and regulations.
(2) The above limitation to liability applies only when the Outside Director performed the duty
that caused the liability in good faith and without gross negligence.

- 10 -

[Reference] Guidelines for Election and Independence of Outside Officers
Article 1 (Purpose)
The purpose of these guidelines is to set criteria for election and independence of Outside Directors andExternal Auditors of the Company.
Article 2 (Outside Directors)
Outside Directors are elected from persons who satisfy the conditions set forth in the following items,
regardless of gender or nationality.
(i) A person who has a sincere personality; a high level of insight and skills; and broad knowledge
and experience, as well as accomplishments in the area of expertise, that bring in diverse
perspectives into the Company’s Board of Directors(ii) A person who does not fall under any of the grounds for disqualification of directors set forth in
the items of Article 331, paragraph 1 of the Companies Act(iii) A person who satisfies the requirements for Outside Directors set forth in Article 2, item (xv) of
the Companies Act
Article 3 (External Auditor)
External Auditors are elected from persons who satisfy the requirements set forth in the following
items, regardless of gender or nationality.
(i) A person who has a sincere personality; a high level of insight and skills; and an advanced level ofexpertise and a wealth of experience, especially in such fields as law, accounting, and corporate
management(ii) A person who does not fall under any of the grounds for disqualification of company auditors, set
forth in the items of Article 331, paragraph 1 of the Companies Act and applied mutatis mutandis
pursuant to Article 335 of the same Act(iii) A person who satisfies the requirements for Outside Company Auditors set forth in Article 2, item(xvi) of the Companies Act
Article 4 (Independence of Outside Officers)(1) An Outside Director or an External Auditor (hereinafter collectively referred to as an “Outside
Officer”) of the Company who does not fall under any of the following items are considered as
independent.
(i) A major stockholder (holding 10% or more of the total voting rights as of the last day of the fiscal
year ended most recently) of the Company or an executive thereof(ii) An entity for which the Company is a major business partner or an executive thereof(iii) A major business partner of the Company or an executive thereof(iv) The accounting auditor of the Company or its consolidated subsidiary, or an employee, etc. thereof
who is in charge of audit of the Company or its consolidated subsidiary- 11 -

(v) An attorney-at-law, a judicial scrivener, a patent attorney, a certified public accountant, aconsultant, etc. who receives money or other forms of property worth more than ¥10 million peryear from the Company, excluding officer remuneration (In the case where an organization, suchas a corporation or a partnership, receives the said property, a person who belongs to anorganization where the property received from the Company accounts for more than 2% of theorganization’s annual income)(vi) A principal lender to the Company (a lender whose name is listed as a principal lender in theBusiness Report for the fiscal year ended most recently) or an executive thereof(vii) A person who receives donation worth more than ¥10 million per year from the Company (In thecase where an organization, such as a corporation or a partnership, receives the said donation, an
executive of an organization where the donation received from the Company accounts for morethan 2% of the organization’s annual income)(viii)A person who fell under any of (i) to (vii) above in the past three (3) years(ix) A relative within the second degree of kinship of an entity listed in any of (i) to (viii) above(limited to an important entity)(x) A relative within the second degree of kinship of a director, an executive officer, a manager, an
employee, or an accounting advisor (including an employee who performs its duties if theaccounting advisor is a corporation) of the Company or its subsidiary(xi) A relative within the second degree of kinship of a person who was a director, an executive officer,
a manager, an employee, or an accounting advisor (including an employee who performs its duties
if the accounting advisor is a corporation) of the Company or its subsidiary in the past three (3)years(xii) Beyond what is provided for in the preceding items, a person who has a special reason, such as apotential conflict of interest with the Company, that prevents him/her from fulfilling an
independent Outside Officer’s duties(2) An Outside Officer considered as independent based on this Article shall notify the Company
immediately when he/she ceases to be independent.
(3) In this Article, being a major business partner means that business transactions exceed 2% ofconsolidated net sales (consolidated gross profit in the case of the Company) for the fiscal year ended
most recently.

- 12 -

[Reference] Expected Composition of the Board of Directors After the Approvalof Proposal 3
Knowledge, experience, and skills of Directors
Corporate
Personnel/Labor/
management/
HR development
Corporate strategy

Legal affairs/
Compliance

Sales/Marketing

○

○

○

Masayuki Sugimoto

○

○

○

Hiroyuki Imanaka

○

Name

Masahiro Sugimoto

Kamezo Miyaji

○

○

○

○

○
○

Yuki Tsuru- 13 -

IT/Digital○