Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities code: 1980
June 10, 2024
Start date of measures for electronic provision: June 3, 2024
To our shareholders:
Yasuhiro Yamanaka, Representative Director, President,
and Corporate Officer
DAI-DAN CO., LTD.
1-9-25 Edobori, Nishi-ku, Osaka CityNOTICE OF THE 95TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 95th Ordinary General Meeting of Shareholders of DAI-DAN CO., LTD. (the“Company”), which will be held as described below.
When convening this general meeting of shareholders, the Company takes measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which measuresfor providing information in electronic format are to be taken) in electronic format, and posts this information as“Notice of the 95th Annual General Meeting of Shareholders” on the Company’s website. Please access theCompany’s website by using the internet address shown below to review the information.
Company website:
https://www.daidan.co.jp/ir/shareholder/
In addition to posting items subject to measures for electronic provision on the website above, the Company also
posts this information on the website of the Tokyo Stock Exchange (TSE).
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
To confirm the Company’s convocation notice, access the website using the above URL, enter the issue name
(DAIDAN) or securities code “1980,” and click “Search,” and then click “Basic information” and select “Documentsfor public inspection/PR information.”
If you are unable to attend the meeting in person, you may exercise your voting rights via the Internet or in writing.
Please review the attached Reference Documents for the General Meeting of Shareholders, and exercise your voting
rights by no later than 5:15 p.m. on Wednesday, June 26, 2024 (Japan Standard Time).
1. Date and Time: Thursday, June 27, 2024 at 10 a.m. (Japan Standard Time)
2. Place:
8F Ballroom “Naniwa,” Swissotel Nankai Osaka
5-1-60 Namba, Chuo-ku, Osaka City
3. Purposes:
Items to be reported:
1. Business Report, Consolidated Financial Statements, and Non-Consolidated Financial Statements for the95th Term (from April 1, 2023 to March 31, 2024)
2. The results of audit of the Consolidated Financial Statements for the 95th Term by the Accounting Auditors
and the Board of Corporate Auditors-1-

Items to be resolved:
Proposal 1:
Proposal 2:
Proposal 3:
Proposal 4:
Proposal 5:

Appropriation of surplus
Election of eight (8) Directors
Election of four (4) Corporate Auditors
Election of one (1) substitute Corporate Auditor
Amendment of amounts of performance-linked share-based compensation, etc. for
Directors, etc.
4. Notes for exercising voting rights
・When voting rights are exercised multiple times(1) If voting rights are exercised by mailing the voting rights exercise form and via the Internet, the voting rights
exercised via the Internet will be considered valid.
(2) If voting rights are exercised multiple times via the Internet, only the last exercise of voting rights will beconsidered valid.
・When no indication is made for or against a proposal, it will be considered an indication of approval.
5. Provision of informational materials for the general meeting of shareholders in electronic format
Materials for the general meeting of shareholders (portions of the Business Report, Consolidated Financial
Statements, Non-Consolidated Financial Statements, and Audit Report). Instead of delivering these in paper form,
they will be posted on the Company website. Please access the URL shown in this notice to confirm the materials.
We apologize for any inconvenience.
・ In addition to the convocation notice, the Company provides reference documents in paper form for the general
meeting of shareholders and excerpts from the business report in order to prevent confusion among shareholders.
・For shareholders who request the delivery of documents in paper form by the record date (March 31, 2024), thesame contents as the convocation notice delivered in the past will be provided.
---

Based on the provisions of laws and regulations and Article 15 of the Articles of Incorporation, the following matters among the
documents that are to be provided at the time of the convocation notice for the general meeting of shareholders are not included in
the documents delivered to shareholders who request documents in paper form. Accounting Auditors and Corporate Auditors haveaudited documents subject to audits that contain the following information:(1) “Matters Concerning the Accounting Auditor” and “System for Ensuring the Proper Operation and Operational Status of the
System” contained in the Business Report(2) “Consolidated Statement of Changes in Net Assets” and “Notes to Consolidated Financial Statements”(3) “Statement of Changes in Equity” and “Notes to Non-Consolidated Financial Statements”
The above information is posted on the Company website and TSE website via the Internet.
Consequently, the Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements included in theattached documents of this Notice of the Ordinary General Meeting of Shareholders are part of the Business Report, Consolidated
Financial Statements and Non-consolidated Financial Statements audited by the Accounting Auditors and Corporate Auditors when
preparing the Audit Report.
If any changes are made to the items subject to measures for providing information in electronic format, these will be posted on the
Company website and the Tokyo Stock Exchange website.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Matters
Proposal 1:

Appropriation of surplus

The Company considers the return of profits to its shareholders to be its top management priority. The Company
adopts the basic policy of ensuring the stable and continuous payment of cash dividends while establishing a soundfinancial position.
Taking into consideration the need to return profits commensurate with the strong performance in the fiscal year, theCompany proposes an ordinary dividend of 48 yen per share as set forth below.
The Company has already paid an interim dividend of 55 yen per share (27.5 yen after the stock split); therefore, theannual dividend will total 75.5 yen per share. When converted to the values prior to the stock split, dividends for theyear are 151 yen per share.
Notes: Effective October 1, 2023, the Company split each of its common shares into two shares.

Matters related to year-end dividends(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof
48 yen per common share of the Company
Total amount of dividends: 2,063,978,880 yen(3) Effective date of distribution of dividends of surplus
June 28, 2024

-3-

Proposal 2:

Election of eight (8) Directors

The tenures of all seven (7) currently serving Directors (including three (3) Outside Directors) will expire at the closeof this meeting. In that regard, the Company proposes the election of eight (8) Directors (including four (4) Outside
Directors).
Each candidate for Director was determined by the Board of Directors Meetings in response to a report from theNomination and Compensation Committee, which is chaired by an Outside Director and the majority of whose
members are outside officers.
The candidates for Director are as follows:
No.

Name

1

Ichiro Fujisawa

Re-election

2

Yasuhiro Yamanaka

Re-election

3

Hisao Sasaki

Re-election

4

Yasuo Kamei

Re-election

5

Fumio Matsubara

6

Ikumi Sato

7

Kenkichi Kosakai

8

Hirofumi Kyutoku

Re-election
OutsideIndependentRe-election
OutsideIndependentRe-election
OutsideIndependent
New election
OutsideIndependent

Current position and responsibilities in the
Company
Representative Director and Chairman
Representative Director, President, andCorporate Officer
Director and Senior Executive Corporate
Officer
General Manager of East Japan Division andGeneral Manager of Tokyo Head OfficeDirector and Senior Corporate Officer
Head of General Administration Division

Tenure as a
Director
15 years
4 years

4 years

6 years

Outside Director

9 years

Outside Director

3 years

Outside Director

3 years

Outside Corporate Auditor

Outside: Candidate for Outside Director
Independent: Candidate for independent officer

-4-

–

No.

Name
(Date of birth)

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

1

Number of theCompany’s shares
ownedJoined the Company
Corporate Officer, Head of Industrial Facilities
Division, and Manager of Technical
Department
June 2009
Director, Corporate Officer, Head of Industrial
Facilities Division, and Manager of Technical
Department
Ichiro Fujisawa
Apr. 2010
Director, Corporate Officer, and Head of(October 19, 1956)
Technical Division
67 years old
Apr. 2011
Director, Executive Corporate Officer, andMaleHead of Technical Division
Oct. 2011
Director, Executive Corporate Officer, andRe-election
Head of Technical Development Division
Attendance at Board of
59,100 shares
Directors Meetings
Apr. 2013
Director, Senior Executive Corporate Officer, in
19/19 times
charge of East Japan Area, and General(100%)
Manager of Tokyo Head OfficeAttendance at Nomination and Apr. 2016
Director, Vice President, Corporate Officer, inCompensation Committee
charge of East Japan Area, General Manager of
Meetings
Tokyo Head Office, and Head of Technical
9/9 times
Development Group(100%)
Apr. 2018
Representative Director, President, andCorporate Officer
Apr. 2024
Representative Director and Chairman (present
position)[Significant concurrent positions outside the Company]
Chair of Air-conditioning & Plumbing Contractors Associationsof Japan[Reasons for nomination as candidate for Director]
Ichiro Fujisawa is familiar with a wide range of businesses including the Technical Development Division andTechnical Construction Division, etc. He assumed office as a Director of the Company in June 2009, served as
Representative Director and President for six years from April 2018, has served as Representative Director andChairman since April 2024, and is leading the Company with excellent management skills. Based on this we havedetermined that he is qualified to realize sustainable growth and improvement of corporate value of the Company, andwe propose his re-election as a Director.

-5-

No.

Name
(Date of birth)

Career summary, position and responsibilities (significant
concurrent positions outside the Company)
Apr. 1983
Apr. 2011
Apr. 2012

Yasuhiro Yamanaka(August 25, 1962)
61 years old
Male2Re-election
Attendance at Board of
Directors Meetings
19/19 times(100%)

May 2015
Apr. 2017
July 2017
Apr. 2020

June 2020

Apr. 2021

Apr. 2024

3

Joined the Company
Manager of Yokohama Branch
Deputy Sales Coordination in Tokyo Head
Office and Manager of Sales Department 4
Sales Coordination in Tokyo Head Office
Corporate Officer and Head of Sales Division
Senior Corporate Officer and Head of Sales
Division
Executive Corporate Officer, General Manager
of East Japan Division, and General Manager ofTokyo Head OfficeDirector, Executive Corporate Officer, General
Manager of East Japan Division, and General
Manager of Tokyo Head OfficeDirector, Senior Executive Corporate Officer,
General Manager of East Japan Division, andGeneral Manager of Tokyo Head Office
Representative Director, President, andCorporate Officer (present position)

Number of theCompany’s shares
owned

18,000 shares[Reasons for nomination as candidate for Director]
Yasuhiro Yamanaka is familiar with a wide range of businesses including the Sales Division and Technical Construction
Division, etc. He assumed office as a Director of the Company in June 2020, has served as Representative Director andPresident since April 2024, and is leading the Company with excellent management skills. Based on this we havedetermined that he is qualified to realize sustainable growth and improvement of corporate value of the Company, andwe propose his re-election as a Director.
Apr. 1988
Joined the Company
Apr. 2016
Head of Industrial Facilities Division
Apr. 2017
Corporate Officer and Head of Industrial
Facilities Division
Apr. 2018
Senior Corporate Officer and Head of TechnicalHisao Sasaki
Development Group(September 7, 1965)
Apr. 2019
Senior Corporate Officer and Head of
58 years old
Engineering Division
Male
Apr. 2020
Executive Corporate Officer and Head of
12,400 shares
Engineering DivisionRe-election
June
2020
Director,
Executive
Corporate
Officer,andAttendance at Board of
Head of Engineering Division
Directors Meetings
Apr. 2022
Director, Executive Corporate Officer, Head of
19/19 times
Technical Division, and in charge of(100%)Engineering Division of the Company
Apr. 2024
Director, Senior Executive Corporate Officer,
General Manager of East Japan Division, andGeneral Manager of Tokyo Head Office(present position)[Reasons for nomination as candidate for Director]
Hisao Sasaki has many years of experience in the Technical Development Division. In his current role in charge of theEast Japan Division, he responds quickly to changes in the business environment. Based on this we have determinedthat he is qualified to realize sustainable growth and improvement of corporate value of the Company, and we propose
his re-election as a Director.

-6-

No.

Name
(Date of birth)

Career summary, position and responsibilities (significant
concurrent positions outside the Company)
Apr. 1986
Apr. 20134

Yasuo Kamei(November 27, 1962)
61 years old
Male

Apr. 2014

Re-election
Attendance at Board of
Directors Meetings
19/19 times(100%)

June 2018

Apr. 2018

Apr. 2019
Apr. 2024

5

Joined the Company
Manager of Accounting Department, General
Administration Division
Manager of Administration Department at
Tokyo Head Office
Corporate Officer, Head of General
Administration Division, and Manager ofInternational Affairs OfficeDirector, Corporate Officer, Head of General
Administration Division, and Manager ofInternational Affairs OfficeDirector, Corporate Officer, and Head ofGeneral Administration Division
Director, Senior Corporate Officer, and Head ofGeneral Administration Division (present
position)

Number of theCompany’s shares
owned

15,200 shares[Reasons for nomination as candidate for Director]
Yasuo Kamei has many years of experience in the Accounting Division. He assumed office as a Director of theCompany in June 2018, and in his current role in charge of the General Administration Division, he responds quickly tochanges in the business environment. Based on this we have determined that he is qualified to realize sustainablegrowth and improvement of corporate value of the Company, and we propose his re-election as a Director.
Apr. 1973
Joined Ministry of Construction (currently
Ministry of Land, Infrastructure, Transport andTourism)July
2004
SeniorExecutive Director, Development Bank
Fumio MatsubaraofJapan(March 20, 1950)
July 2006
Director-General, Land and Water Resources
74 years old
Bureau, Ministry of Land, Infrastructure,
Male
Transport and Tourism
Apr.
2008
Senior
General Manager, Mizuho Research<Candidate for Outside
InstituteLtd. (currently Mizuho Research &Director>
Technologies,
Ltd.)
Re-election
July
2009
Vice
President,
Japan Sewage Works Agency
Outside0 shares
Independent
July 2011
Registered as an Attorney at Law
Attendance at Board of
Joined legal professional corporation Tokyo
Directors Meetings
Asunaro Law Firm (present position)
19/19 times
Aug. 2011
Commission, Construction Industry Transaction(100%)
Improvement Organization
Attendance at Nomination and June 2013
Executive Officer, Urban Renewal Fund
Compensation Committee
Investment Corp.
Meetings
President, Sewerage Business Management
10/10 times
Centre(100%)
June 2015
Director, the Company (present position)[Significant concurrent positions outside the Company]
Attorney at Law, legal professional corporation Tokyo Asunaro
Law Firm[Reasons for nomination as candidate for Outside Director and outline of expected roles]
Fumio Matsubara has acquired extensive experience as a government administrator, extensive insight into theconstruction industry and wide-ranging knowledge through his activities as an attorney at law. He has worked hard tostrengthen management oversight functions, and based on his track record of positive opinions and suggestions about
the Company’s management, we have determined that he is qualified to realize sustainable growth and improvement ofcorporate value of the Company, and we propose his re-election as an Outside Director. In addition, after the election,
he will be designated as a member of the Nomination and Compensation Committee.

-7-

No.

Name
(Date of birth)

Career summary, position and responsibilities (significant
concurrent positions outside the Company)
Apr. 1990
Mar. 1992

6

Number of theCompany’s shares
ownedRegistered as an Attorney at Law
Canceled the Registration of Tokyo Bar
Association due to leaving for the U.S.
Sept. 1995
Re-registered as an Attorney at Law (Daini
Ikumi Sato
Tokyo Bar Association)(December 25, 1963)
Registered as an Attorney at Law (New York60 years oldState, U.S.)
FemaleMar. 2013
Joined Yabuki Law Offices
Apr. 2017
Vice President, Daini Tokyo Bar Association<Candidate for Outside
Apr. 2018
Executive Governor, Japan Federation of Bar
Director>
Associations
Re-election
Apr. 2019
Member, Disclosure and Personal Information
OutsideProtection Review Board, Ministry of Internal
0 shares
Independent
Affairs and Communications (present position)
Attendance at Board of
Directors Meetings
June 2019
Corporate Auditor, the Company
19/19 times
Jan. 2021
Joined Nozomi Sogo Attorneys at Law (present(100%)
position)
Attendance at Nomination and Apr. 2021
Managing Director, Japan Attorneys National
Compensation Committee
Pension Fund
Meetings
Jun. 2021
Director, the Company (present position)
10/10 times
June 2022
Outside Corporate Auditor of TAIYO(100%)HOLDINGS CO., LTD. (present position)[Significant concurrent positions outside the Company]
Attorney at Law, Nozomi Sogo Attorneys at Law
Outside Corporate Auditor of TAIYO HOLDINGS CO., LTD.
[Reasons for nomination as candidate for Outside Director and outline of expected roles]
Although Ikumi Sato has never been involved in corporate management other than as an outside officer in the past, she
has abundant experience as an attorney at law, and extensive insight especially into the Intellectual Property Act and theAnti-Monopoly Act. She has worked hard to strengthen management oversight functions in her role as Outside
Corporate Auditor. Based on her track record of positive opinions and suggestions about the Company’s management,
we have determined that she is qualified to realize sustainable growth and improvement of corporate value of theCompany, and we propose her re-election as an Outside Director. In addition, after the election, he will be designated asa member of the Nomination and Compensation Committee.

-8-

No.

Name
(Date of birth)

Career summary, position and responsibilities (significant
concurrent positions outside the Company)
Apr. 1976

7

Number of theCompany’s shares
ownedJoined Mitsubishi Chemical Industries Limited(currently Mitsubishi Chemical Corporation)
June 2010
Member of the Board, Managing Executive
Officer, Mitsubishi Tanabe Pharma Corporation
Apr. 2014
Member of the Board
Managing Executive Officer, Mitsubishi
Chemical Holdings Corporation (currently
Mitsubishi Chemical Group Corporation)
Apr. 2015
Senior Managing Director
Director of the Board, Mitsubishi Rayon Co.,
Ltd. (currently Mitsubishi Chemical
Corporation)
June 2015
Representative Corporate Executive Officer,
Senior Managing Corporate Executive Officer,
Kenkichi Kosakai
Chief Financial Officer, Mitsubishi Chemical(August 9, 1953)
Holdings Corporation (currently Mitsubishi
70 years old
Chemical Group Corporation)
Male
June 2016
Director of the Board, Mitsubishi Plastics, Inc.
(currently Mitsubishi Chemical Corporation)<Candidate for Outside
Apr. 2017
Representative Corporate Executive Officer,
Director>
Deputy Chief Executive Officer, and Chief
Re-election
Financial Officer, Mitsubishi Chemical
OutsideHoldings Corporation (currently Mitsubishi
0 shares
Independent
Chemical Group Corporation)
Attendance at Board ofJune 2017
Director of the Board, Representative Corporate
Directors Meetings
Executive Officer, Deputy Chief Executive
19/19 times
Officer, and Chief Financial Officer(100%)
Apr. 2018
Director of the Board, Representative Corporate
Attendance at Nomination andExecutive Officer, Deputy Chief Executive
Compensation Committee
Officer
Meetings
Director of the Board, Mitsubishi Chemical
10/10 times
Corporation(100%)
June 2018
Member of the Board, Taiyo Nippon Sanso
Corporation
Apr. 2019
Director of the Board, Mitsubishi Chemical
Holdings Corporation (currently Mitsubishi
Chemical Group Corporation)
June 2019
AdvisorMar. 2021
Director, Shonan Country Club Co., Ltd.
June 2021
Outside Audit & Supervisory Board Member,
Nomura Research Institute, Ltd. (present
position)
Director, the Company (present position)[Significant concurrent positions outside the Company]
Outside Audit & Supervisory Board Member, Nomura ResearchInstitute, Ltd.
[Reasons for nomination as candidate for Outside Director and outline of expected roles]
Kenkichi Kosakai has experience of serving as Director of the Board, Representative Corporate Executive Officer, and
Deputy Chief Executive Officer of Mitsubishi Chemical Holdings Corporation (currently Mitsubishi Chemical Group
Corporation) and he has served in director positions at several listed companies. In addition to his abundant experienceand extensive insight as a corporate manager, he has advanced and specialized insight in corporate finance as a person
in charge of finance. Based on this, we have determined that he is qualified to realize sustainable growth andimprovement of corporate value of the Company, and we propose his re-election as an Outside Director. In addition,
after the election, he will be designated as a member of the Nomination and Compensation Committee.

-9-

Name
(Date of birth)

No.

Career summary, position and responsibilities (significant
concurrent positions outside the Company)
Apr. 1978
June 2005

8

Notes:

1.
2.
3.

4.

5.

6.

Number of theCompany’s shares
ownedJoined Osaka Gas Co., Ltd.
Associate Director, and General Manager of
Keiji Commercial & Industrial Energy Sales
Dept., Commercial & Industrial Energy
Business Unit
Hirofumi Kyutoku
June 2009
Executive Officer, Head of Energy Technology(July 5, 1954)
Laboratories
69 years old
July 2009Managing Director, The Japan Gas Association
Male
June 2010
Director, Senior Executive Officer, and Head ofCommercial & Industrial Energy Business Unit,<Candidate for Outside
Osaka Gas Co., Ltd.
Director>
Apr. 2013
Representative Director, Executive Vice
New election
0 sharesPresident
OutsideDirector, Osaka Gas Chemicals Co., Ltd.
Independent
Attendance at Board ofApr. 2016
Director, Osaka Gas Co., Ltd.
Directors Meetings
Chairman of the Board, Osaka Gas Chemicals
19/19 times
Co., Ltd.
(100%)
June 2016
Counselor, Osaka Gas Co., Ltd.
*Attendance as a Corporate
June 2018
Outside Corporate Auditor, Television Osaka,
Auditor
Inc. (present position)
June 2021
Corporate Auditor of the Company (present
position)[Significant concurrent positions outside the Company]
Outside Corporate Auditor, Television Osaka, Inc.
[Reasons for nomination as candidate for Outside Director and outline of expected roles]
Hirofumi Kyutoku has experience of serving as Representative Director, Executive Vice President of Osaka Gas Co.,
Ltd. and served director positions at several listed companies. In addition to his abundant experience and extensive
insight as a corporate manager, he has advanced and specialized insight as an engineer. Based on this, we havedetermined that he is qualified to realize sustainable growth and improvement of corporate value of the Company, andwe newly propose his election as an Outside Director. In addition, after the election, he will be designated as a memberof the Nomination and Compensation Committee.
There is no special interest between the candidates and the Company.
Fumio Matsubara, Ikumi Sato, Kenkichi Kosakai, and Hirofumi Kyutoku are candidates for Outside Director.
Fumio Matsubara is currently an Outside Director of the Company, and at the close of this meeting, his tenure as an
Outside Director will be nine (9) years. Ikumi Sato and Kenkichi Kosakai are currently Outside Directors of the Company,
and at the close of this meeting, their tenure as an Outside Director will be three (3) years. Hirofumi Kyutoku is currently
an Outside Corporate Auditor of the Company, and at the close of this meeting, his tenure as an Outside Corporate Auditor
will be three (3) years.
Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has entered into agreements with Fumio
Matsubara, Ikumi Sato, and Kenkichi Kosakai, who are currently Outside Directors of the Company, and Hirofumi
Kyutoku, who is currently an Outside Corporate Auditor, to limit their liability for damages as provided for in Article 423,
Paragraph 1 of the Companies Act. The maximum amount of the liability for damages under these agreements is up to thetotal of the minimum liability amount specified in Article 425, Paragraph 1 of the same Act. If the re-election of Fumio
Matsubara, Ikumi Sato, and Kenkichi Kosakai is approved, the Company plans to renew the aforementioned agreementswith them. In addition, if the election of Hirofumi Kyutoku is approved, the Company plans to conclude the agreementwith him.
The Company has entered into a directors and officers liability insurance policy with an insurance company, as stipulated
in Article 430-3, Paragraph 1 of the Companies Act, and the insurance contract will cover the legal indemnification andlitigation expenses that will be borne by the insured, and it is scheduled to be renewed in September 2024. If the electionof each of the above persons is approved and adopted under this proposal, they will become the insured of the relevant
insurance policy.
The Company has submitted notification to the Tokyo Stock Exchange that Fumio Matsubara, Ikumi Sato, and Kenkichi
Kosakai, who are currently Outside Directors of the Company, and Hirofumi Kyutoku, who is currently an Outside
Corporate Auditor, have been designated as independent officers as provided for by the aforementioned exchange. If there-election of Fumio Matsubara, Ikumi Sato, Kenkichi Kosakai and election of Hirofumi Kyutoku is approved, theCompany plans to continue to appoint them as independent officers.

- 10 -

Proposal 3:

Election of four (4) Corporate Auditors

The tenures of all four (4) Corporate Auditors will expire at the close of this General Meeting of Shareholders.
Therefore, the Company proposes that four (4) Corporate Auditors be elected.
The Board of Corporate Auditors has given its consent to this proposal.
The candidates for Corporate Auditor are as follows:
No.

Current position and responsibilities in the
Company

Name

1

Hiroshi Matsui

New election
OutsideIndependent

2

Takayuki Ikeda

New election

3

Kazuhiko Chikaraishi

New election

4

Yasuyuki Suzuki

New election
OutsideIndependent

Tenure as a
Corporate
Auditor–Senior Corporate Officer
In charge of General Administration Division
Senior Corporate Officer
In charge of General Administration Division

Outside: Candidate for Outside Corporate Auditor
Independent: Candidate for independent officer- 11 -

–
–
–

No.

Name
(Date of birth)

Career summary and position (significant concurrent positions
outside the Company)
Apr. 1983
Mar. 2005

1

2

Number of theCompany’s shares
ownedJoined The Industrial Bank of Japan, Limited
President of Mizuho CapitalMarkets(UK)Limited
Apr. 2008
General Manager of Structuring Department,
Mizuho Corporate Bank, Ltd. (currently
Mizuho Bank, Ltd.)
July 2011
Joined Shimano Inc.
General Manager of Business Administration
Department, Administrative Division
Mar. 2012
General Manager of General Affairs
Hiroshi Matsui
Department and Business Planning Department,(February 8, 1961)
Administrative Division
63 years old
Jan. 2016
Director, General Manager of AccountingMale
0 shares
Department; General Affairs Department;
Business Administration Department,
New election
Supervisory and Administration Division;
OutsideBusiness Planning Department; Aifie Business
Independent
Division
July 2017
President, Shimano North America Holding,Inc.
Nov. 2018
Director, General Manager of Business
Administration Department, Supervisory andBusiness Planning Department, Aifie Business
Division and in charge of overseas sites (USA,Europe, Oceania)
Mar. 2022
AdvisorMar. 2024
Retired from Shimano Inc.
[Reasons for nomination as candidate for Outside Corporate Auditor]
Hiroshi Matsui has experience of serving as Director and President of a consolidated subsidiary of Shimano Inc. In
addition to his abundant experience and extensive insight as a corporate manager, he has advanced and specialized
insight in business planning. Based on this, we have determined that he is qualified to realize sustainable growth andimprovement of corporate value of the Company, and we propose his election as an Outside Corporate Auditor.
Apr. 1985
Joined the Company
Apr. 2014
Corporate Officer, Deputy Head of General
Administration Division, Manager of
Accounting Department, and in charge ofCompliance Committee
June 2015
Director, Corporate Officer, and Head ofGeneral Administration Division
Takayuki Ikeda
Apr. 2016
Director, Executive Corporate Officer, Head of(July 25, 1961)
General Administration Division, and Manager
62 years old
24,300 sharesof International Affairs Office
MaleApr. 2018
Director, Senior Executive Corporate Officer, incharge of Central Japan Area, and General
New election
Manager of Nagoya Branch
Apr. 2020
Director, Senior Executive Corporate Officer
General Manager of West Japan Division, andGeneral Manager of Osaka Head Office of theCompany
May 2023
Senior Corporate Officer and in charge ofGeneral Administration Division[Reasons for nomination as candidate for Corporate Auditor]
Takayuki Ikeda has many years of experience in the Accounting Division. In his role in charge of the West Japan
Division he led with excellent management skills. Based on this we have determined that he is qualified to realize
sustainable growth and improvement of corporate value of the Company, and we newly propose his election as a
Corporate Auditor.

- 12 -

Name(Date of birth)

No.

Career summary and position (significant concurrent positions
outside the Company)
Apr. 1983
May 2015

3

4

Notes:

1.
2.
3.

4.

5.

Number of theCompany’s shares
ownedJoined the Company
Corporate Officer, Deputy General Manager ofTokyo Head Office, and Technical Supervisor
June 2017
Director and Executive Officer, Deputy Head ofTechnical Construction Group, Head ofTechnical Construction Division and Deputy
Kazuhiko Chikaraishi
Representative of Tokyo Head Office(August 3, 1959)
Apr. 2018
Director, Executive Corporate Officer, in charge
64 years old
13,700 sharesof East Japan Area, and General Manager of
MaleTokyo Head Office
Apr. 2020
Managing Executive Officer and Head of
New election
Technical Construction Division
Apr. 2022
Senior Executive Officer and General Manager
of Quality, Environment and Supply Chain
Division
Apr. 2024
Senior Corporate Officer and in charge ofGeneral Administration Division[Reasons for nomination as candidate for Corporate Auditor]
Kazuhiko Chikaraishi has many years of experience in the Technical Construction Division. In his role in charge of theEast Japan Division he led with excellent management skills. Based on this we have determined that he is qualified torealize sustainable growth and improvement of corporate value of the Company, and we newly propose his election as a
Corporate Auditor.
Apr. 1980
Joined Marubeni Corporation
Apr. 1988
Joined Suruga InstituteJan. 1995
Joined Sanwa Research Institute Corp.
Yasuyuki Suzuki(currently Mitsubishi UFJ Research and(January 16, 1957)
Consulting Co., Ltd.)
67 years old
Apr. 2001
Lecturer at Hamamatsu UniversityMale
0 shares
Apr. 2007
Professor and Academy Director of Toita
Women’s College
New election
Apr. 2008
Professor in College of BusinessOutsideAdministration and Ph.D. Research Advisor in
Independent
Graduate School of Management, Tamagawa
University
Mar. 2022
Retired from Tamagawa University[Reasons for nomination as candidate for Outside Corporate Auditor]
Yasuyuki Suzuki has extensive experience, including as a consultant and at universities, and has many accomplishments
in research in the marketing and management fields. Based on this we have determined that he is qualified to realize
sustainable growth and improvement of corporate value of the Company, and we propose his election as an Outside
Corporate Auditor.
There is no special interest between the candidates and the Company.
Hiroshi Matsui and Yasuyuki Suzuki are candidates for Outside Corporate Auditors.
Upon the approval of the candidates’ election, pursuant to Article 427, Paragraph 1 of the Companies Act, the Company
plans to enter into an agreement with them to limit their liability for damages as provided for in Article 423, Paragraph 1of the same Act. The maximum amount of the liability for damages under this agreement is up to the total of the minimum
liability amount specified in Article 425, Paragraph 1 of the Companies Act.
The Company has entered into a directors and officers liability insurance policy with an insurance company, as stipulated
in Article 430-3, Paragraph 1 of the Companies Act, and the insurance contract will cover the legal indemnification andlitigation expenses that will be borne by the insured, and it is scheduled to be renewed in September 2024. If the electionof each of the above persons is approved and adopted under this proposal, they will become the insured of the relevant
insurance policy.
If the election of Hiroshi Matsui and Yasuyuki Suzuki is approved, the Company also plans to appoint them as independent
officers according to the provisions of the Tokyo Stock Exchange, and will notify the Stock Exchange of this.

- 13 -

(Reference) Criteria for independence of outside officers
The Company deems outside officers or candidates for outside officers to be independent when they do not fall under any of the following
items:(1) (i) A person who is an Executive Director, a Corporate Officer, or an employee, including a manager, of the Company or any of
its subsidiaries (hereinafter referred to as an “Executing Person”), or who was an Executing Person of the Company or any of
its subsidiaries for ten (10) years before assuming office(2) A person who was a Director or Corporate Auditor of the Company or any subsidiaries at any time within the 10 years prior
to their appointment(other than as an executive) and was an executive of the Company or any subsidiaries at any time within the 10 years prior totheir appointment as a Director or Corporate Auditor(2) A person who is a major business partner of the Company or an Executing Person thereof(A person who is a major business partner of the Company means a person who received payment of 2% or more of the annual
consolidated net sales of the person from the Company for the most recent fiscal year.)(3) A major business partner of the Company or an Executing Person thereof(A major business partner of the Company means a person who has made payment of 2% or more of the average annual consolidated
net sales of the Company to the Company over the past three (3) fiscal years, or a person who has loaned the amount of 2% of moreof the average total consolidated assets of the Company to the Company over the past three (3) fiscal years.)(4) A major shareholder of the Company (a person who directly or indirectly holds 10% or more of the total voting rights) or an
Executing Person thereof(5) A person of a corporation where 10% or more of the total voting rights are directly or indirectly held by the Company or an
Executing Person thereof(6) An attorney at law, a certified public accountant, a tax accountant or a consultant, etc. who receives a large amount of cash andother financial assets in addition to officer remuneration from the Company(A large amount means an average annual amount of 10 million yen or more for a person, and for an organization such as acorporation or association, more than 10% of the average consolidated net sales or total income of the organization, over the past
three (3) fiscal years.)(7) A person who belongs to an organization such as a corporation or association including a law firm, an audit corporation, a tax
accountant corporation or a consultant firm which receives a large amount of cash and other financial assets from the Company(A large amount means an average annual amount of 10 million yen or more for a person, and for an organization such as acorporation or association, more than 10% of the average consolidated net sales or total income of the organization, over the past
three (3) fiscal years.)(8) A person, a director of an organization such a corporation or association, or any other Executing Person who receives a large amountof contribution or subsidy from the Company(A large amount means an average annual amount of 10 million yen or more for a person, and for an organization such as acorporation or association, more than 10% of the average consolidated net sales or total income of the organization, over the past
three (3) fiscal years.)(9) An executive director, an executive officer or a corporate officer of the other company in which an Executive Director or a fulltime Corporate Auditor of the Company concurrently serves as an outside director or an outside corporate auditor of the othercompany(10) A person who has fallen under any of the aforementioned items (2) to (9) during the past three (3) years(11) A spouse, or any relative within the second degree of relationship of a person falling under any of the aforementioned items (1) to(9) who is an important person(An important person means a Director (excluding an Outside Director), a Corporate Auditor (excluding an Outside Corporate
Auditor), or an employee who is a senior manager equal to or higher than a Corporate Officer and a department manager.)- 14 -

(Reference)Management Structure after Approval of Proposals 2 and 3 (Planned)
Areas of particular expertise and experience

Name

Position

Nomination

Corporateandmanagement

Compensation/

Committee

Management

Accounting Technical

Design // Finance construction

R&D

Risk
management/ Governance

Sales /
MarketingLegalaffairs /Knowledge
Overseas

Auditingof otherfieldsstrategy

IchiroFujisawa

Representative
Director andChairman●●●

Yasuhiro
Yamanaka

Representative
Director,
President, andCorporate
Officer●●●

Hisao Sasaki

Director andSeniorExecutive
Corporate
Officer

Yasuo
Kamei

Director andSeniorCorporate
Officer

Fumio
Matsubara

Director(Outside)●●●

Ikumi Sato

Director(Outside)●●●

Kenkichi
Kosakai
Hirofumi
KyutokuDirector(Outside)

●

●

●

●

Director(Outside)

●

●

●

●

HiroshiMatsuiFull-time
Corporate
Auditor(Outside)

Takayuki
Ikeda

Full-time
Corporate
AuditorKazuhiko
Chikaraishi

Full-time
Corporate
AuditorYasuyukiSuzuki

Corporate
Auditor(Outside)

●

●

●

●

●

●

●

●

●

●

●

●

●
●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Notes: The above table, considering each person’s experience and other factors, shows the areas in which they demonstrate theirexpertise more, and is not an exhaustive list of the areas of insight that they have.

- 15 -

Proposal 4:

Election of one (1) substitute Corporate Auditor

To prepare for the case where the Company does not have the number of Outside Corporate Auditors stipulated bylaws and regulations, the Company proposes the election of one (1) substitute Corporate Auditor for an Outside
Corporate Auditor.
The Board of Corporate Auditors has given its consent to this proposal.
The candidate for substitute Corporate Auditor is as follows:
Name(Date of birth)

Career summary and position (significant concurrent positions outside theCompany)
Apr. 1999

Number of theCompany’s shares
ownedRegistered as an Attorney at Law (Osaka Bar Association)
Joined Kitahama Partners
Apr. 2003
Joined Global Law Office (present position)
June 2005
Qualified as an Attorney at Law (New York State)Mar. 2007
Outside Director, Nissen Co., Ltd.
Takeshi Isokawa
June 2007
Outside Director, Nissen Holdings Co., Ltd.
(February 6, 1973)
0 sharesDec. 2007
Outside Corporate Auditor, Nissen Co., Ltd.
51 years old
Outside Corporate Auditor, IMJ Corporation
Male
Dec. 2017
Outside Corporate Auditor, Real Co., Ltd.
Apr. 2019
Vice President, Osaka Bar Association
Apr. 2021
Director, Kinki Federation of Bar Associations[Significant concurrent positions outside the Company]
Attorney at Law, Global Law Office[Reasons for nomination as candidate for substitute Corporate Auditor]
Takeshi Isokawa has experience as an attorney at law, and extensive insight especially into corporate law and M&A. In addition, he
has a wealth of experience as an outside officer and the Company judges that he will adequately carry out his duties as an Outside
Corporate Auditor.
Notes: 1. There is no special interest between the candidate and the Company.
2. Takeshi Isokawa is a candidate for substitute Outside Corporate Auditor. If Takeshi Isokawa assumes office as an Outside
Corporate Auditor, pursuant to Article 427, Paragraph 1 of the Companies Act, the Company plans to enter into anagreement with him to limit his liability for damages as provided for in Article 423, Paragraph 1 of the same Act. The
maximum amount of the liability for damages under this agreement is up to the total of the minimum liability amountspecified in Article 425, Paragraph 1 of the Companies Act.
3. The Company has entered into a directors and officers liability insurance policy with an insurance company, as stipulated
in Article 430-3, Paragraph 1 of the Companies Act, and the insurance contract will cover the legal indemnification andlitigation expenses that will be borne by the insured, and it is scheduled to be renewed in September 2024. If Takeshi
Isokawa assumes office as an Outside Corporate Auditor, he will become the insured of the relevant insurance policy.
4. If Takeshi Isokawa assumes office as an Outside Corporate Auditor, the Company plans to submit notification to the Tokyo
Stock Exchange that he has been designated as an independent officer as provided for by the aforementioned exchange.

- 16 -

Proposal 5:

Amendment of amounts of performance-linked share-based compensation, etc. for Directors,
etc.

1. Reason for amendment and reason for setting the current compensation
In the 90th General Meeting of Shareholders held on June 25, 2019, the shareholders approved a share-based
compensation system (hereafter “this system”) in which Directors (excluding Outside Directors and nonresidents of Japan; the same applies throughout this proposal) and Executive Officers (excluding non-residents
of Japan; hereafter referred to collectively with Directors as “Directors, etc.”) shall be granted stock in the
Company or paid cash equivalent to the estimated value of the stock (hereafter “stock in the Company, etc.”)
according to criteria such as accomplishment of business targets. This system has now been introduced. This
proposal requests the continuation of this system with partial amendments.
A Policy for Decision of Details of Matters Such as Officer Compensation was established at the Board of
Directors meeting on April 25, 2019. If this proposal is approved, the Company intends to change these details
according to “(Reference) Policy for Decision of Details of Matters Such as Officer Compensation (if Proposal
5 is approved)” on pages 19 to 20 of the Reference Documents for the General Meeting of Shareholders.
The purpose of the amendment of this system is to increase the ratio of share-based compensation, which is
linked to business results, in compensation for Directors, etc., and, in doing so, raise awareness of medium- tolong-term improvement of the Company’s business results and contributing to increasing our corporate value,
and to comply with the Policy for Decision of Details of Matters such as Officer Compensation established by
the Company. As such, we believe that this amendment is appropriate.
The amended system will apply to four directors of the Company if Proposal 2: Election of eight (8) Directors
is approved as stated.
This system also applies to Executive Officers and compensation paid according to this system includes
compensation of Executive Officers. As the applicable Executive Officers may be newly appointed as Directors
during the period of this system, this proposal proposes amendment of the amounts and details of allcompensation under this system. On closing of this General Meeting, this system shall apply to 13 Executive
Officers who are not also Directors.
2. Details, etc. after amendment of this system(1) Overview of current system
This system is a share-based compensation system in which shares in the Company are acquired through atrust as capital for Director compensation to be paid by the Company and shares in the Company, etc. are
granted according to points awarded to Directors, etc. according to their rank and the degree to which they
accomplish business targets.
(2)

Details of amendment of the system
As this system is continued, the following parts of the original system will be amended.
1) Maximum amount paid by the Company

Before amendment
After amendment
For 5 business years
For 5 business years
420 million yen in total
1.2 billion yen in total[Reason for amendment of this item]
The maximum amount of share-based compensation linked to business results will be increased to increase consciousness of
medium- to long-term improvement of the Company’s business results and contributing to increasing our corporate value and to
facilitate medium- to long-term growth of the Company and share stakes with our shareholders.

2)

Maximum shares in the Company to be granted, etc. to Directors, etc.

Before amendment
Maximum total number of shares in the Company, etc. to be
granted, etc. to Directors, etc. for 5 business years
300,000 shares*1

After amendment
Maximum total number of shares in the Company, etc. to be
granted, etc. to Directors, etc. for 5 business years
600,000 shares

Maximum total points to be awarded to Directors, etc. for eachbusiness year
30,000 points*2

Maximum total points to be awarded to Directors, etc. for eachbusiness year
60,000 points*2- 17 -

(Reference) This equates to 60,000 common shares in the(Reference) This equates to 120,000 common shares in the
Company
Company*1This reflects the splitting of each common share into two shares effective October 1, 2023.
*2
As a result of *1, the number of shares to be granted per point has been adjusted to two common shares in the Company.
[Reason for amendment of this item]
The maximum number of shares in the Company to be granted as share-based compensation linked to business results will be
increased to increase consciousness of medium- to long-term improvement of the Company’s business results and contributing toincreasing our corporate value and to facilitate medium- to long-term growth of the Company and share stakes with ourshareholders.
The maximum number of shares in the Company, etc. to be awarded to Directors and Executive Officers for a period of five years
is 1.40% of the total shares issued by the Company (as of March 31, 2024; after deducting treasury stock). (The ratio per year is
0.28%.)(3)

Other matters related to the amendment of this system
There are no changes to other details of this system, such as the time at which shares in the Company, etc.
are granted, etc. to Directors, etc.
The system will continue for the five business years from the business year ending March 31, 2025 to thebusiness year ending March 31, 2029.

**Reference**
Main details of this system as approved by shareholders at the 90th General Meeting of Shareholders
Item
Targets of this system
Period of this system

Method of acquisition of sharesin the Company
Time of granting, etc. of sharesin the Company, etc. to
Directors, etc.

Details
Directors (excluding Outside Directors and non-residents of Japan)
Executive Officers (excluding non-residents of Japan)
Five consecutive business years(at the time this system was introduced, the period was the five consecutive business years fromthe business year ending March 31, 2020 to the business year ending March 31, 2024)
Acquired from the stock market or from the Company (disposal of treasury stock)
・ In principle, shares in the Company, etc. shall be granted, etc. annually upon confirmation ofbusiness results for the business year under evaluation
・ Shares in the Company that are acquired through this system shall be held continuously forone year after each Director, etc. retires- 18 -

(Reference) Policy for Decision of Details of Matters such as Officer Compensation (if Proposal 5 is approved)
The Policy for Decision of Details of Matters such as Officer Compensation was established at the Board of Directors
Meeting on April 25, 2019. If Proposal 5 is approved, the Policy for Decision of Details of Matters Such as Officer
Compensation will be changed as follows.
1) Policy for Decision of Details of Matters such as Officer Compensation
Basic Policy■Compensation, etc. for Directors (excluding Outside Directors)
Compensation, etc. for Directors (excluding Outside Directors) shall be subject to the following basic policy as
an incentive plan for the realization of the Group’s targets.
・ Must be closely linked to the Company’s business results and be highly transparent and objective
・ Must raise awareness of medium- to long-term improvement of the Company’s business results andcontributing to increasing our corporate value
・ Must focus on sharing awareness of profits with shareholders and increasing emphasis on shareholders inbusiness decisions
Under this basic policy, compensation, etc. for Directors (excluding Outside Directors) shall comprise basecompensation, bonuses and share-based compensation, and shall be decided on judgment by the Nomination
and Compensation Committee to ensure fairness and transparency in Director evaluations and compensation
decisions.
■Compensation, etc. for Outside Directors and Corporate Auditors
Compensation, etc. for Outside Directors and Corporate Auditors shall consist only of base compensation to
improve our function for the supervision of our management. Moreover, base compensation for Corporate
Auditors shall be decided on discussion with Corporate Auditors, taking into account factors such as the natureof each Corporate Auditor’s work.
2) Reason why the Board of Directors judged that the nature of the compensation, etc. for each Director is consistent
with the decision policy
The Company decides on the nature of compensation, etc. for Directors according to the above procedure anddecides the amount of compensation for each Director based on a verification using comparisons withcompensation paid by other companies of the same size, primarily in the same industry, according to the resultsof third-party investigations, taking into account objective input and advice from the Nomination andCompensation Committee, upon verifying that the amount is consistent with our basic policy on deciding
compensation, etc. for Directors. Therefore, the Board of Directors has judged that the nature of thecompensation is consistent with the decision policy.
3) Composition of compensation
The approximate ratio of base compensation, bonuses and share-based compensation for Directors is decided by
the Board of Directors based on objective input and advice from the Nomination and Compensation Committee,
upon verifying that the ratio is appropriate according to our basic policy on deciding compensation, etc. for
Directors.
The approximate composition of compensation is as follows.
Composition of compensation (reference)
Base compensation 65%

Bonuses 20%

Share-based
compensation
15%

Overview of compensation**Base compensation**
Base compensation for Directors is a total of compensation based on each Director’s position and compensation
based on the Director’s role in execution of our operations. The level of this compensation is decided by the Boardof Directors using the results of a third-party investigation, based on objective input and advice by the Nomination
and Compensation Committee, upon verifying that the nature of the compensation is appropriate.
- 19 -

**Compensation linked to business results**
For business metrics and calculation method for compensation, etc. linked to business results, a system has been
introduced to decide the amount of compensation linked to business results based on the degree to which operating
income, the main business indicator set in our Medium-term Management Plan, is achieved in the fiscal year inquestion, along with the degree to which the individual contributed to those results and the state of metrics suchas net profit for the period. The level of this compensation is decided by the Board of Directors using the resultsof a third-party investigation, based on objective input and advice by the Nomination and Compensation
Committee, upon verifying that the nature of the compensation is appropriate.
Bonuses

Share-based compensation

The bonus to be paid, based on the degree to which the company-wide operating income target isachieved, is calculated by setting a base bonus amount as a multiple of each officer’s
compensation baseline. The Representative Director then multiplies this by a bonus rate based on
the level of accomplishment by each class of officers, taking into account company-wide results(revenue from ordered projects, revenue from completed products, operating income) and othercompany-wide results, departmental results, etc., to which each Director has contributed.
(Excludes Outside Directors)
The rate of compensation to be paid, based on the degree to which Group-wide targets for
operating income and net income attributable to shareholders of the parent for the period wereaccomplished, is multiplied by the baseline share-based compensation for each position and thendivided by the base share price to calculate points, which are then multiplied by two shares tocalculate the payment.
(Excludes Outside Directors and non-residents of Japan)- 20 -