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 2, 2022
To our shareholders:
Ichiro Fujisawa
Representative Director, President, and Corporate Officer
DAI-DAN CO., LTD.
1-9-25 Edobori, Nishi-ku, Osaka CityNOTICE OF THE 93RD ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 93rd Ordinary General Meeting of Shareholders of DAI-DAN CO., LTD. (the“Company”), which will be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights by postal mail or via theInternet. Please review the attached Reference Documents for the General Meeting of Shareholders, and exercise
your voting rights by no later than 5:30 p.m. on Tuesday, June 28, 2022 (Japan Standard Time).
1. Date and Time: Wednesday, June 29, 2022 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 the
93rd Term (from April 1, 2021 to March 31, 2022)
2. The results of audit of the Consolidated Financial Statements for the 93rd Term by the Accounting Auditors
and the Board of Corporate Auditors
Items to be resolved:
Proposal 1:
Appropriation of surplus
Proposal 2:
Partial amendments to the Articles of Incorporation
Proposal 3:
Election of nine (9) Directors
Proposal 4:
Election of one (1) substitute Corporate Auditor

Disclosure via the Internet
・ Among the documents to be provided with this Notice of the Ordinary General Meeting of Shareholders, the following documents
are posted on our website on the Internet (https://www.daidan.co.jp/ir/shareholder/) in accordance with laws and regulations and theprovision in Article 15 of the Articles of Incorporation, and are not included in the attached documents of this Notice of the Ordinary
General Meeting of Shareholders: Matters Regarding Accounting Auditors, System to Ensure Appropriateness of Business andOperation Status of the System, Consolidated Statements of Changes in Equity, Non-Consolidated Statements of Changes in Equity,
Notes to Consolidated Financial Statements, and Notes to Non-Consolidated Financial Statements. The Business Report,
Consolidated Financial Statements and Non-consolidated Financial Statements included in the attached documents of this Notice of
the Ordinary General Meeting of Shareholders are part of the Business Report, Consolidated Financial Statements and Nonconsolidated Financial Statements audited by the Accounting Auditors and Corporate Auditors when preparing the Audit Report.
・ Any changes in matters described in Business Report, Consolidated Financial Statements, Non-Consolidated Financial Statements,
and Reference Documents for the General Meeting of Shareholders will be posted on our website.
・ If future developments necessitate a major change in the way the General Meeting of Shareholders will be run, shareholders will be
informed via the Company’s website.

-1-

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. The Company set a target of 30% or higher for dividend payout ratio in the Mid-Term Management
Plan, “Stage 2030/Phase 1, a stage for getting things ready” that starts from the fiscal year 2021.
Taking into consideration the need to return profits commensurate with the strong performance in the fiscal year, theCompany proposes an ordinary dividend of 45 yen per share as set forth below.
The Company has already paid an interim dividend of 45 yen per share; therefore, the annual dividend will total 90
yen per share.
Matters related to year-end dividends(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof
45 yen per common share of the Company
Total amount of dividends: 967,516,380 yen(3) Effective date of distribution of dividends of surplus
June 30, 2022-2-

Proposal 2:

Partial amendments to the Articles of Incorporation

1. Reasons for amendments
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, theCompany proposes to make the following amendments to the Company’s Articles of Incorporation in preparation
for the introduction of the system for providing informational materials for the general meeting of shareholders
in electronic format.
(1) Article 15, paragraph 1 in the proposed amendments below will stipulate that the Company shall takemeasures for providing information that constitutes the content of Reference Documents for the General
Meeting of Shareholders, etc. in electronic format.
(2) Article 15, paragraph 2 in the proposed amendments below will establish the provision to limit the scopeof the items to be stated in the paper-based documents to be delivered to shareholders who requested thedelivery of paper-based documents.
(3) Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for General
Meeting of Shareholders, Etc. (Article 15 of the current Articles of Incorporation) will no longer be required,
they will be deleted.
(4) Accompanying the aforementioned establishment and deletion of provisions, supplementary provisions
regarding the effective date, etc. will be established.
2. Details of amendments
The details of the amendments are as follows:
Current Articles of Incorporation(Internet Disclosure and Deemed Provision of Reference
Documents for General Meeting of Shareholders, Etc.)
Article 15.
When the Company convenes a general meeting ofshareholders, if it discloses information that is to be stated orpresented in Reference Documents for the General Meeting of
Shareholders, Business Report, Non-consolidated Financial
Statements and Consolidated Financial Statements via theInternet in accordance with the provisions prescribed by the
Ministry of Justice Order, it may be deemed that the Company
has provided this information to shareholders.
<Newly established><Newly established>(Underlined text indicates the amended parts.)
Proposed amendments<Deleted>(Measures, etc. for Providing Information in Electronic Format)
Article 15.
1. When the Company convenes a General Meeting of
Shareholders, it shall take measures for providing
information that constitutes the content of Reference
Documents for the General Meeting of Shareholders, etc.
in electronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to be delivered toshareholders who requested the delivery of paper-based
documents by the record date of voting rights.
Supplementary Provisions
1. The amendment to the Articles of Incorporation pertaining
to Article 15 shall be effective from September 1, 2022,
which is the date of enforcement of the revised provisions
provided for in the proviso to Article 1 of the
Supplementary Provisions of the Act Partially Amending
the Companies Act (Act No. 70 of 2019) (hereinafterreferred to as the “Date of Enforcement”).

-3-Current Articles of Incorporation

Proposed amendments
2. Notwithstanding the provisions of the preceding paragraph,
Article 15 of the Articles of Incorporation (Internet
Disclosure and Deemed Provision of Reference Documents
for General Meeting of Shareholders, Etc.) shall remain
effective regarding any General Meeting of Shareholders
held on a date within six (6) months from the Date of
Enforcement.
3. These Supplementary Provisions shall be deleted on thedate when six (6) months have elapsed from the Date of
Enforcement or three (3) months have elapsed from thedate of the General Meeting of Shareholders in thepreceding paragraph, whichever is later.

3. Schedule
General Meeting of Shareholders: June 29, 2022
Effective date of amendment of Articles of Incorporation: June 29, 2022

-4-

Proposal 3:

Election of nine (9) Directors

The tenures of all nine (9) currently serving Directors (including three (3) outside Directors) will expire at the closeof this meeting. In that regard, the Company proposes the election of nine (9) Directors (including three (3) 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

Shohei Kitano

Re-election

2

Ichiro Fujisawa

Re-election

3

Takayuki Ikeda

Re-election

4

Yasuhiro Yamanaka

Re-election5

Hisao Sasaki

Re-election

6

Yasuo Kamei

Re-election

7

Fumio Matsubara

8

Ikumi Sato

9

Kenkichi Kosakai

Re-election
OutsideIndependentRe-election
OutsideIndependentRe-election
OutsideIndependent

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

Tenure as a
Director
13 years
13 years
7 years

2 years

2 years
4 years

Outside Director

7 years

Outside Director

1 yearOutside Director

1 yearOutside: Candidate for outside Director
Independent: Candidate for independent officer

-5-

No.

Name
(Date of birth)

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

Shohei Kitano(October 13, 1955)
66 years old

1

Re-election
Attendance at Board of
Directors Meetings
16/16 times(100%)
Attendance at Nomination andCompensation Committee
Meetings
2/2 times(100%)

June 2009

Apr. 2011

Apr. 2013
Apr. 2014
Apr. 2017

Apr. 2018

2

Joined the Company
Corporate Officer, Deputy General Manager ofTokyo Head Office, and Manager of
Administration Department
Director, Corporate Officer, Deputy General
Manager of Tokyo Head Office, and Manager
of Administration Department
Director, Executive Corporate Officer, in chargeof East Japan Area, and General Manager ofTokyo Head Office
Representative Director, President, Corporate
Officer, COO, and Head of Sales Division
Representative Director, President, Corporate
Officer, and COO
Representative Director, President, Corporate
Officer, in charge of Sales Division, and in
charge of International Business
Representative Director, Chairman, andCorporate Officer (present position)

Number of theCompany’s shares
owned

29,000[Reasons for nomination as candidate for Director]
Shohei Kitano is familiar with a wide range of businesses including the Accounting Division. He assumed office as a
Director of the Company in June 2009, served as Representative Director and President for five (5) years from April
2013, and has served as Representative Director and Chairman since April 2018, and is leading the management as awhole. Based on this 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 a Director.
Apr. 1979
Joined the Company
Apr. 2009
Corporate Officer, Head of Industrial Facilities
Division, and Manager of Technical
Department
June
2009
Director, Corporate Officer, Head of Industrial
Ichiro Fujisawa
Facilities
Division, and Manager of Technical(October 19, 1956)
Department
65 years old
Apr. 2010
Director, Corporate Officer, and Head ofTechnical
Division
Re-election
Attendance at Board ofApr. 2011
Director, Executive Corporate Officer, andDirectors Meetings
Head of Technical Division
25,10016/16 times
Oct. 2011
Director, Executive Corporate Officer, and(100%)
Head of Technical Development Division
Attendance at Nomination and Apr. 2013
Director, Senior Executive Corporate Officer, inCompensation Committee
charge of East Japan Area, and General
Meetings
Manager of Tokyo Head Office
2/2 times
Apr. 2016
Director, Vice President, Corporate Officer, in(100%)
charge of East Japan Area, General Manager ofTokyo Head Office, and Head of TechnicalDevelopment Group
Apr. 2018
Representative Director, President, andCorporate Officer (present position)[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, has served as
Representative Director and President since April 2018, and is leading the Company with excellent management skills.
Based on this we have determined that he is qualified to realize sustainable growth and improvement of corporate valueof 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. 1985
Apr. 2014

May 2015
Takayuki Ikeda(July 25, 1961)
60 years old

3

Re-election
Attendance at Board of
Directors Meetings
16/16 times(100%)

June 2015
Apr. 2016

Apr. 2018

Apr. 2019

Apr. 2020

4

Joined the Company
Corporate Officer, Deputy Head of General
Administration Division, Manager of
Accounting Department, and in charge ofCompliance Committee
Senior Corporate Officer and Head of General
Administration Division
Director, Corporate Officer, and Head ofGeneral Administration Division
Director, Executive Corporate Officer, Head ofGeneral Administration Division, and Manager
of International Affairs OfficeDirector, Senior Executive Corporate Officer, incharge of Central Japan Area, and General
Manager of Nagoya Branch
Director, Senior Executive Corporate Officer,
General Manager of Central Japan Division,and General Manager of Nagoya Branch
Director, Senior Executive Corporate Officer,
General Manager of West Japan Division, andGeneral Manager of Osaka Head Office(present position)

Number of theCompany’s shares
owned

8,900

[Reasons for nomination as candidate for Director]
Takayuki Ikeda has many years of experience in the Accounting Division. He assumed office as a Director of theCompany in June 2015, and in his current role in charge of the West Japan Division he is leading with excellent
management skills. 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 a Director.
Apr. 1983
Joined the Company
Apr. 2011
Manager of Yokohama Branch
Apr. 2012
Deputy Sales Coordination in Tokyo Head
Office and Manager of Sales Department 4
May 2015
Sales Coordination in Tokyo Head OfficeYasuhiro Yamanaka
Apr. 2017
Corporate Officer and Head of Sales Division(August 25, 1962)
July 2017
Senior Corporate Officer and Head of Sales
59 years old
Division
Apr. 2020
Executive Corporate Officer, General Manager
4,800
Re-electionof East Japan Division, and General Manager ofAttendance at Board ofTokyo Head OfficeDirectors Meetings
June
2020
Director, Executive Corporate Officer, General
15/16 times
Managerof East Japan Division, and General(94%)
Manager of Tokyo Head Office
Apr. 2021
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]
Yasuhiro Yamanaka has a broad range of experience in the Sales Division and the Technical Construction Division. In
his current role in charge of the East Japan Division, he is leading with excellent management skills. Based on this wehave determined that he is qualified to realize sustainable growth and improvement of corporate value of the Company,
and we propose his re-election as a Director.

-7-

No.

Name
(Date of birth)

Career summary, position and responsibilities (significant
concurrent positions outside the Company)
Apr. 1988
Apr. 2016
Apr. 2017

Hisao Sasaki(September 7, 1965)
56 years old

Apr. 2018
Apr. 20195

Re-election
Attendance at Board of
Directors Meetings
16/16 times(100%)

Apr. 2020
June 2020
Apr. 2022

6

Joined the Company
Head of Industrial Facilities DivisionCorporate Officer and Head of Industrial
Facilities Division
Senior Corporate Officer and Head of TechnicalDevelopment Group
Senior Corporate Officer and Head ofEngineering Division
Executive Corporate Officer and Head ofEngineering Division
Director, Executive Corporate Officer, andHead of Engineering Division
Director, Executive Corporate Officer, Head ofTechnical Division, and in charge ofEngineering Division (present position)

Number of theCompany’s shares
owned

4,000

[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 theTechnical Division, he responds quickly to changes in the business environment. 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
re-election as a Director.
Apr. 1986
Joined the Company
Apr. 2013
Manager of Accounting Department, General
Administration Division
Yasuo Kamei
Apr. 2014
Manager of Administration Department at(November 27, 1962)
Tokyo Head Office
59 years old
Apr. 2018
Corporate Officer, Head of General
Administration Division, and Manager of
5,700
Re-election
International Affairs OfficeAttendance at Board ofJune 2018
Director, Corporate Officer, Head of General
Directors Meetings
Administration Division, and Manager of
16/16 times
International Affairs Office(100%)
Apr. 2019
Director, Corporate Officer, and Head ofGeneral Administration Division (present
position)[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.

-8-

No.

Name
(Date of birth)

Career summary, position and responsibilities (significant
concurrent positions outside the Company)
Apr. 1973

7

Number of theCompany’s shares
ownedJoined Ministry of Construction (currently
Ministry of Land, Infrastructure, Transport andTourism)
July 2004
Senior Executive Director, Development Bank
Fumio Matsubaraof Japan(March 20, 1950)
July 2006
Director-General, Land and Water Resources
72 years old
Bureau, Ministry of Land, Infrastructure,
Transport and Tourism<Candidate for outside
Apr. 2008
Senior General Manager, Mizuho Research
Director>
Institute Ltd. (currently Mizuho Research &Re-election
Technologies, Ltd.)
OutsideJuly 2009
Vice President, Japan Sewage Works Agency
Independent
0
July 2011
Registered as an Attorney at Law
Attendance at Board of
Joined legal professional corporation Tokyo
Directors Meetings
Asunaro Law Firm (present position)
16/16 times
Aug. 2011
Commission, Construction Industry Transaction(100%)
Improvement Organization
Attendance at Nomination andJune 2013
Executive Officer, Urban Renewal Fund
Compensation Committee
Investment Corp.
Meetings
President, Sewerage Business Management
2/2 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, hewill be designated as a member of the Nomination and Compensation Committee.
[Matters related to independence]
On the assumption that he would assume office as the Company’s outside Director, he served as a part-time Advisor fora period from June 2014 to June 2015, before assuming office as the Company’s outside Director. Since his work was toprovide advice from an outside perspective independent of the Company’s management, and he did not receive a large
amount of remuneration (less than 10 million yen), he meets the Company’s criteria for independence of outside
Directors. Therefore, the Company deems him to be independent as an outside Director.

-9-

No.

Name
(Date of birth)

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

8

Number of theCompany’s shares
ownedRegistered as an Attorney at Law (Tokyo Bar
Association)
Ikumi SatoMar. 1992
Canceled the Registration of Tokyo Bar(December 25, 1963)
Association
due to leaving for the U.S.
58 years old
Sept. 1995
Re-registered as an Attorney at Law (Daini
Tokyo Bar Association)<Candidate for outside
Registered as an Attorney at Law (New York
Director>
State, U.S.)
Re-election
Mar. 2013
Joined Yabuki Law Offices
OutsideApr. 2017
Vice President, Daini Tokyo Bar Association
Independent
Apr. 2018
Executive Governor, Japan Federation of Bar
Attendance at Board of
Associations
Directors Meetings
0
Apr. 2019
Member, Disclosure and Personal Information
16/16 times
Protection Review Board, Ministry of Internal(100%)
Affairs and Communications (present position)
June 29, 2021
Including attendance as aJune 2019
Corporate Auditor, the Company
Corporate Auditor prior toJan. 2021
Joined Nozomi Sogo Attorneys at Law (present
assuming officeposition)
Attendance at Nomination and Apr. 2021
Managing Director, Japan Attorneys National
Compensation Committee
Pension Fund (present position)
Meetings
June 2021
Director, the Company (present position)
2/2 times[Significant concurrent positions outside the Company](100%)
Attorney at Law, Nozomi Sogo Attorneys at Law
Managing Director, Japan Attorneys National Pension Fund
[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, she will be designated asa member of the Nomination and Compensation Committee.
[Matters related to independence]
She meets the Company’s criteria for independence of outside Directors.

- 10 -

No.

Name(Date of birth)

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

9

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
Apr. 2015
Senior Managing Director
Director of the Board, Mitsubishi Rayon Co.,
Ltd. (currently Mitsubishi Chemical
Corporation)
June
2015
Representative Corporate Executive Officer,
Kenkichi Kosakai
SeniorManaging Corporate Executive Officer,(August 9, 1953)
Chief
Financial
Officer, Mitsubishi Chemical
68 years old
Holdings Corporation
June 2016
Director of the Board, Mitsubishi Plastics, Inc.
<Candidate for outside(currently Mitsubishi Chemical Corporation)
Director>
Apr.
2017
Representative Corporate Executive Officer,
Re-election
DeputyChief Executive Officer, and Chief
OutsideFinancial
Officer, Mitsubishi Chemical
Independent
Holdings
Corporation
Attendance at Board ofJune 2017
Director of the Board, Representative Corporate0
Directors Meetings
Executive
Officer, Deputy Chief Executive
13/13 times
Officer, and Chief Financial Officer(100%)
June 29, 2021
Apr. 2018
Director of the Board, Representative Corporate
Attendance since assuming
Executive Officer, Deputy Chief Executive
officeOfficer
Attendance at Nomination and
Director of the Board, Mitsubishi Chemical
Compensation Committee
Corporation
Meetings
June 2018
Member of the Board, Taiyo Nippon Sanso
2/2 times
Corporation(100%)
Apr. 2019
Director of the Board, Mitsubishi Chemical
Holdings Corporation
June 2019
AdvisorMar. 2021
Director, Shonan Country Club Co., Ltd.
(present position)
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 and he has served in director positions atseveral listed companies. In addition to his abundant experience and extensive insight as a corporate manager, he hasadvanced and specialized insight in corporate finance as a person in charge of finance. 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 an outside Director. In addition, after the election, he will be designated as a member of
the Nomination and Compensation Committee.
[Matters related to independence]
He was working for Mitsubishi Chemical Corporation, and the Company has ordinary business relations with thecompany including orders of construction work. However, the Company deems him to be independent as an outside
Director, since the transaction amount with the company accounts for only 0.40% of the Company’s net sales, and thus
he meets the Company’s criteria for independence of outside Directors.

- 11 -

Notes:1. There is no special interest between the candidates and the Company.
2. Fumio Matsubara, Ikumi Sato, and Kenkichi Kosakai are candidates for outside Director.
3. 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 seven (7) 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 one (1) year.
4. 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, to limit their liability
for damages as provided for in Article 423, Paragraph 1 of the Companies Act. The maximum amount of the liability fordamages under these agreements is up to the total of the minimum liability amount specified in Article 425, Paragraph 1of the same Act. If the re-election of Fumio Matsubara, Ikumi Sato, and Kenkichi Kosakai is approved, the Company
plans to renew the aforementioned agreements with them.
5. 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 2022. If the re-electionof each of the above persons is approved, they will become the insured of the relevant insurance policy.
6. 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, have been designated as independent officers as provided
for by the aforementioned exchange. If the re-election of Fumio Matsubara, Ikumi Sato, and Kenkichi Kosakai is approved,
the Company plans to continue to appoint them as independent officers.
7. Attendance at Nomination and Compensation Committee Meetings has been recorded since the Committee wasestablished in November 2021.

- 12 -

(Reference)
Criteria for independence of outside Directors
The Company deems outside Directors or candidates for outside Director 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 theCompany 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(ii) A person who was a Director or a Corporate Auditor (excluding a person who used to be an Executing Person),of the Company or any of its subsidiaries at any time during the ten (10) years before assuming office, and who
was an Executing Person of the Company or any of its subsidiaries for ten (10) years before assuming office asa Director or a 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 averageannual 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 more of the average total consolidated assets of the Company to the Company overthe 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 amountof cash and other 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 organizationsuch as a corporation or association, more than 10% of the average consolidated net sales or total income of theorganization, 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 otherfinancial assets from the Company(A large amount means an average annual amount of 10 million yen or more for a person, and for an organizationsuch as a corporation or association, more than 10% of the average consolidated net sales or total income of theorganization, 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 receivesa large amount of 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 organizationsuch as a corporation or association, more than 10% of the average consolidated net sales or total income of theorganization, 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 full-time Corporate Auditor of the Company concurrently serves as an outside director or an outside corporate
auditor of the other company(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 adepartment manager.)- 13 -

(Reference)Management Structure after Approval of Proposal 3 (Planned)
Name

Position

Nomination
Corporate
andCompensation management/
Management
Committee
strategy

Areas of particular expertise and experience
Accounting/
Finance

Risk
Technical
management/ Marketing
construction
Governance

Shohei
KitanoRepresentative
Director,
Chairman, andCorporate Officer●●

IchiroFujisawa

Representative
Director,
President, andCorporate Officer●●

Takayuki
Ikeda

Director andSenior Executive
Corporate Officer

Yasuhiro
Yamanaka

Director andSenior Executive
Corporate Officer

●

Hisao
Sasaki

Director andExecutive
Corporate Officer

●

Yasuo
Kamei
Fumio
MatsubaraLegalaffairs

Audit

Experiencein otherindustries

●

●

●

●

Director andCorporate Officer

●

●

●
●

Director(Outside)●●

Ikumi Sato

Director(Outside)●●

Kenkichi
Kosakai

Director(Outside)●

Masaharu
Takitani

Full-time
Corporate
Auditor(Outside)●●

Hideshi
Osaki

Full-time
Corporate
Auditor●●TomoyaTsubotaCorporate
AuditorHirofumi
Kyutoku

Corporate
Auditor(Outside)

Note:

Overseas

●

●

●
●

●

●
●

●

●

●

●

●

●

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.

- 14 -

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.
June 2007
Outside Director, Nissen Holdings Co., Ltd.
Takeshi Isokawa
0(February 6, 1973)
Dec. 2007
Outside Corporate Auditor, Nissen Co., Ltd.
49 years old
Outside Corporate Auditor, IMJ Corporation
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 2022. 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.

- 15 -