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
Date issued: June 12, 2023
Start date of measures for electronic provision: June 2, 2023
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 94TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 94th 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 94th 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 “Documents for
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 5:30 p.m. on Wednesday, June 28, 2023 (Japan Standard Time).

-1-1. Date and Time: Thursday, June 29, 2023 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 the94th Term (from April 1, 2022 to March 31, 2023)
2. The results of audit of the Consolidated Financial Statements for the 94th Term by the Accounting Auditors
and the Board of Corporate Auditors
Items to be resolved:
Proposal 1:
Appropriation of surplus
Proposal 2:
Election of eight (8) Directors
Proposal 3:
Election of one (1) substitute Corporate Auditor
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. Changes to delivered items related to enforcement of the system for providing informational materials forthe general meeting of shareholders in electronic format
The Company has changed the method of providing materials for the general meeting of shareholders (portionsof the Business Report, Consolidated Financial Statements, Non-Consolidated Financial Statements, and Audit
Report). Instead of delivering these in paper form, these will be posted on the Company website in accordancewith the enforcement of the system for providing information in electronic format due to the revision of theCompanies Act. 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, 2023), thesame contents as the convocation notice delivered in the past will be provided.
・The Company will decide whether to provide materials in paper form in the future after carefully considering
the opinions of our shareholders and efforts to protect environment by saving paper resources.
---

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.
(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 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 for which measures for providing information in electronic format, these will be posted on the
Company website and the Tokyo Stock Exchange 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.

-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. 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 aswell as a commemorative dividend as we celebrate the 120th anniversary of our founding in March 2023, theCompany proposes an ordinary dividend of 55 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 100
yen per share.
Matters related to year-end dividends(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof
55 yen per common share of the Company(Ordinary dividend: 45 yen, Commemorative dividend: 10 yen)
Total amount of dividends: 1,182,502,255 yen(3) Effective date of distribution of dividends of surplus
June 30, 2023

-3-

Proposal 2:

Election of eight (8) Directors

The tenures of all eight (8) 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 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

Yasuhiro Yamanaka

Re-election

4

Hisao Sasaki

Re-election

5

Yasuo Kamei

Re-election

6

Fumio Matsubara

7

Ikumi Sato8

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 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
14 years
14 years
3 years

3 years
5 years

Outside Director

8 years

Outside Director

2 years

Outside Director

2 years

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

Shohei Kitano(October 13, 1955)
67 years oldMale1Re-election
Attendance at Board of
Directors Meetings
19/19 times(100%)
Attendance at Nomination andCompensation Committee
Meetings
6 / 6 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

30,200[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
Ichiro Fujisawa
June 2009
Director, Corporate Officer, Head of Industrial(October 19, 1956)
Facilities Division, and Manager of Technical66 years old
Department
Male
Apr. 2010
Director, Corporate Officer, and Head ofTechnical DivisionRe-election
Apr. 2011
Director, Executive Corporate Officer, andAttendance at Board of
Head of Technical Division
27,500
Directors Meetings
Oct. 2011
Director, Executive Corporate Officer, and19/19 times
Head of Technical Development Division(100%)
Apr. 2013
Director, Senior Executive Corporate Officer, inAttendance at Nomination andcharge of East Japan Area, and GeneralCompensation Committee
Manager of Tokyo Head Office
Meetings
Apr.
2016
Director, Vice President, Corporate Officer, in
6/6 times
chargeof East Japan Area, General Manager of(100%)
Tokyo 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.

-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)
60 years oldMale

May 2015
Apr. 2017
July 2017
Apr. 20203

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

June 2020

Apr. 2021

4

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(present position)

Number of theCompany’s shares
owned

7,100

[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.
Apr. 1988
Joined the Company
Apr. 2016
Head of Industrial Facilities Division
Apr. 2017
Corporate Officer and Head of Industrial
Hisao Sasaki
Facilities Division(September 7, 1965)
Apr. 2018
Senior Corporate Officer and Head of Technical
57 years old
Development Group
Male
Apr. 2019
Senior Corporate Officer and Head of
5,200
Engineering DivisionRe-election
Apr. 2020
Executive Corporate Officer and Head ofAttendance at Board ofEngineering Division
Directors Meetings
June
2020
Director, Executive Corporate Officer, and19/19 times
Headof Engineering Division(100%)
Apr. 2022
Director, Executive Corporate Officer, Head ofTechnical Division, and in charge ofEngineering Division (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 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.

-6-

No.

Name
(Date of birth)

Career summary, position and responsibilities (significant
concurrent positions outside the Company)
Apr. 1986
Apr. 2013

Yasuo Kamei(November 27, 1962)
60 years old
Male5

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

Apr. 2014
Apr. 2018

June 2018

Apr. 2019

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 (present
position)

Number of theCompany’s shares
owned

6,800

[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.

-7-

No.

Name
(Date of birth)

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

6

Number of theCompany’s shares
ownedJoined 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
73 years old
Bureau, Ministry of Land, Infrastructure,
Male
Transport and Tourism
Apr. 2008
Senior General Manager, Mizuho Research<Candidate for outside
Institute Ltd. (currently Mizuho Research &Director>
Technologies, Ltd.)
Re-election
July 2009
Vice President, Japan Sewage Works Agency
Outside0
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
7/7 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.

-8-

No.

Name
(Date of birth)

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

7

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 York59 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 Internal0
Independent
Affairs and Communications (present position)
Attendance at Board ofJune 2019
Corporate Auditor, the Company
Directors Meetings
Jan. 2021
Joined Nozomi Sogo Attorneys at Law (present
19/19 times
position)(100%)
Apr. 2021
Managing Director, Japan Attorneys National
Attendance at Nomination andPension Fund (present position)
Compensation Committee
June
2021
Director,
the Company (present position)
Meetings
June
2022
OutsideCorporate
Auditor of TAIYO
7/7 times
HOLDINGSCO.,LTD.
(present position)(100%)[Significant concurrent positions outside the Company]
Attorney at Law, Nozomi Sogo Attorneys at Law
Managing Director, Japan Attorneys National Pension Fund
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, 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.

-9-

No.

Name
(Date of birth)

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

Kenkichi Kosakai(August 9, 1953)
69 years old
Male

8<Candidate for outside
Director>
Re-election
OutsideIndependent
Attendance at Board of
Directors Meetings
18/19 times(95%)
Attendance at Nomination andCompensation Committee
Meetings
7/7 times(100%)

Joined 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,
Chief Financial Officer, Mitsubishi Chemical
Holdings Corporation (currently Mitsubishi
Chemical Group Corporation)
June 2016
Director of the Board, Mitsubishi Plastics, Inc.
(currently Mitsubishi Chemical Corporation)
Apr. 2017
Representative Corporate Executive Officer,
Deputy Chief Executive Officer, and Chief
Financial Officer, Mitsubishi Chemical
Holdings Corporation (currently Mitsubishi
Chemical Group Corporation)
June 2017
Director of the Board, Representative Corporate
Executive Officer, Deputy Chief Executive
Officer, and Chief Financial Officer
Apr. 2018
Director of the Board, Representative Corporate
Executive Officer, Deputy Chief Executive
Officer
Director of the Board, Mitsubishi Chemical
Corporation
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.
(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.

Number of theCompany’s shares
owned- 10 -0Name(Date of birth)

No.

Notes:

1.
2.
3.

4.

5.

6.

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

Number of theCompany’s shares
owned[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.
[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 0.42% of the Company’s net sales, and thus
he meets the Company’s criteria for independence of outside Directors.
There is no special interest between the candidates and the Company.
Fumio Matsubara, Ikumi Sato, and Kenkichi Kosakai 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 eight (8) 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 two (2) 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, 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.
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 2023. If the re-electionof each of the above persons is approved, 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, 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.

- 11 -

(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 thefollowing 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(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 as a 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 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.)- 12 -

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

Name

Position

Nomination

Corporateandmanagement

Compensation/

Committee Management

Risk
Accounting / TechnicalFinanceconstruction

Design /management

Sales /

Legal affairs

R&D/

Marketing/ Auditing

Shohei
KitanoIchiroFujisawa●●

Representative
Director,
President, andCorporate Officer●●

Knowledge ofother fields

Governancestrategy

Representative
Director,
Chairman, andCorporate Officer

Overseas

●

●

●

●

●

●

●

Yasuhiro
Yamanaka

Director andSenior Executive
Corporate Officer

●

Hisao
Sasaki

Director andExecutive
Corporate Officer

●

Yasuo
Kamei

Director andCorporate Officer

Fumio
Matsubara

Director(Outside)

●

●

●

Ikumi

Director(Outside)●●●

Director(Outside)

●

●

●

●

Full-time
Corporate Auditor(Outside)●●●

Full-time
Corporate Auditor

●

●

Sato
Kenkichi
Kosakai
Masaharu
Takitani
Hideshi
Osaki
TomoyaTsubota
Hirofumi●●

Corporate Auditor

●

●

●

●

●

Corporate Auditor

●

●

●
●
●
●
●
(Outside)
Kyutoku
Note: 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.

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Proposal 3:

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)
0Dec. 2007
Outside Corporate Auditor, Nissen Co., Ltd.
50 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 2023. 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.

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