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, 2020
To our shareholders:
Ichiro Fujisawa
President and Director
DAI-DAN CO., LTD.
1-9-25 Edobori, Nishi-ku, Osaka-city

NOTICE OF THE 91ST ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 91st 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 no later than 5:30 p.m., Thursday, June 25, 2020 (Japan Standard Time).
1. Date and Time: Friday, June 26, 2020 at 10:00 a.m. (Japan Standard Time)
2. Place:
8F Ballroom “Naniwa,” Swissotel Nankai Osaka
5-1-60 Namba, Chuo-ku, Osaka-city(Please note that the venue is different from the previous year.)
3. Purposes:
Items to be reported:
1. Business Report, Consolidated Financial Statements, and Non-Consolidated Financial Statements for the
91st Term (from April 1, 2019 to March 31, 2020)
2. The results of audit of the Consolidated Financial Statements for the 91st Term by the Accounting Auditors
and the Board of Corporate Auditors
Items to be resolved:
Proposal 1:
Appropriation of surplus
Proposal 2:
Election of nine (9) Directors
Proposal 3:
Election of four (4) Corporate Auditors
Proposal 4:
Election of one (1) substitute Corporate Auditor-1-

Notice Regarding Measures Against Novel Coronavirus Disease (COVID-19)
Upon holding the 91st Ordinary General Meeting of Shareholders, we would like to inform you of the following
measures that will be taken to prevent the spread of COVID-19 and to ensure the safety of our shareholders.
We ask for the understanding and cooperation of our shareholders.
<Measures by the Company>
・ To reduce the risk of infection through contact, we will refrain from providing gifts and beverages at themeeting this year.
・ Staff members and speakers at the General Meeting of Shareholders will be wearing masks.
・ We will consider ways to ensure smooth progress of the proceedings and shorten the meeting compared toprevious years.
・ Staff members may reach out to shareholders who look unwell, and refuse their admission or ask them to leave
the venue.
<Requests to Shareholders>・ Shareholders considering to attend this General Meeting of Shareholders in person are requested to take note of
their own health condition up to the date of the meeting. Please take measures to protect yourself from infection
and to prevent the spread, such as wearing a face mask, when you attend. Shareholders who are elderly, have any
underlying disease, are pregnant or are feeling unwell are asked to consider refraining from attending the meetingin person.
・ You can also exercise your voting rights for the General Meeting of Shareholders by postal mail or via theInternet. In consideration of the circumstances, please consider exercising your voting rights prior to the meeting.
The business report that we show at the General Meeting of Shareholders annually is posted on the Company’s
website, so please check for details online.
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.
Taking into consideration the need to return profits commensurate with the strong performance in the fiscal year,
the Company proposes an ordinary dividend of 50 yen per share as set forth below.
The Company has already paid an interim dividend of 40 yen per share; therefore, the annual dividend totals 90 yen
per share (an increase of 14 yen from the previous year).
Matters related to year-end dividends(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof
50 yen per common share of the Company
Total amount of dividends: 1,090,775,250 yen(3) Effective date of distribution of dividends of surplus
June 29, 2020-3-

Proposal 2:

Election of nine (9) Directors

The tenures of all seven (7) currently serving Directors (including three (3) outside Directors) will expire at theclose of this meeting. In that regard, the Company proposes the election of nine (9) Directors (including three (3)outside Directors), raising the number of Directors by two (2) to enhance the Company’s management system.
The candidates for Director are as follows:
No.

Name

Position and responsibilities (significant
concurrent positions outside 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, Corporate Officer
Head of General Administration Division
Executive Corporate Officer, General Manager
of East Japan Division, and General Manager
of Tokyo Head Office
Executive Corporate Officer and Head ofEngineering Division

Tenure as a
Director
11 years1

Shohei Kitano

Reelection

2

Ichiro Fujisawa

Reelection

3

Takayuki Ikeda

Reelection

4

Yasuo Kamei

Reelection

5

Yasuhiro Yamanaka

New election

6

Hisao Sasaki

New election

7

Hiroshi Yoshida

Reelection
OutsideIndependent

Outside Director

5 years8

Fumio Matsubara

Reelection
OutsideIndependent

Outside Director, and Attorney at Law, Asunaro
Law Firm
Director, Sewerage Business Management
Centre5 years

9

Koji Kono

Reelection
OutsideIndependent

Outside Director

1 yearOutside: Candidate for outside Director
Independent: Candidate for independent officer-4-

11 years
5 years
2 years
—
—

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)

1

Reelection
Tenure as a Director
11 years
Attendance to Board of
Directors Meetings
16/16 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

26,500[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 reelection 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
Facilities Division, and Manager of Technical
Department
Ichiro Fujisawa
Apr.
2010
Director, Corporate Officer, and Head of(October 19, 1956)
Technical Division
Reelection
Apr. 2011
Director, Executive Corporate Officer, andTenure as a Director
Head of Technical Division
20,80011 years
Oct. 2011
Director, Executive Corporate Officer, andAttendance to Board of
Head of Technical Development Division
Directors Meetings
Apr. 2013
Director, Senior Executive Corporate Officer, in
16/16 times
charge of East Japan Area, and General(100%)
Manager of Tokyo Head Office
Apr. 2016
Director, Vice President, Corporate Officer, incharge 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 reelection as a Director.

-5-

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)

3

Reelection
Tenure as a Director
5 years
Attendance to 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

5,800

[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 reelection 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
Reelection
Apr. 2018
Corporate Officer, Head of General
Tenure as a Director
Administration Division, and Manager of
3,900
2 years
International Affairs OfficeAttendance to 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 reelection as a Director.

-6-

No.

Name
(Date of birth)

Yasuhiro Yamanaka(August 25, 1962)

5

6

7

New election
Tenure as a Director―
Attendance to Board of
Directors Meetings―

Career summary, position and responsibilities (significant
concurrent positions outside the Company)
Apr. 1983
Apr. 2011
Apr. 2012
May 2015
Apr. 2017
July 2017
Apr. 2020

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 Office (present position)

Number of theCompany’s shares
owned

2,400

[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 newly propose his election as a Director.
Apr. 1988
Joined the Company
Hisao Sasaki
Apr. 2016
Head of Industrial Facilities Division(September 7, 1965)
Apr. 2017
Corporate Officer and Head of Industrial
Facilities Division
New election
Apr. 2018
Senior Corporate Officer and Head of Technical
2,100
Tenure as a Director
Development Group―
Apr. 2019
Senior Corporate Officer and Head ofAttendance to Board ofEngineering Division
Directors Meetings
Apr. 2020
Executive Corporate Officer and Head of―Engineering 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 theEngineering 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 newly
propose his election as a Director.
Apr. 1970
Joined Mitsubishi Petrochemical Co., Ltd.
Hiroshi Yoshida(currently Mitsubishi Chemical Corporation)(October 20, 1947)
Apr. 2006
Managing Executive Officer and Head of
Polymer Division<Candidate for outside
President and Director, Japan Polychem
Director>
Corporation
Reelection
Apr. 2008
Representative Director and President,
OutsideMitsubishi Plastics, Inc. (currently Mitsubishi
0
Independent
Chemical Corporation)
Tenure as a Director
June 2008
Director of the Board, Mitsubishi Chemical
5 years
Holdings Corporation
Attendance to Board ofApr. 2012
Senior Advisor, Mitsubishi Plastics, Inc.
Directors Meetings(currently Mitsubishi Chemical Corporation)
16/16 times
Apr. 2014
Special Advisor(100%)
June 2015
Director, the Company (present position)[Reasons for nomination as candidate for outside Director]
Hiroshi Yoshida has extensive experience and a wide range of insight as a corporate manager, and has worked hard tostrengthen management oversight functions. Based on his track record of positive opinions and suggestions about theCompany’s management we have determined that he is qualified to realize sustainable growth and improvement ofcorporate value of the Company, and we propose his reelection as an outside Director.
In addition, he was working for Mitsubishi Plastics, Inc. (currently Mitsubishi Chemical Corporation), and theCompany has ordinary business relations with the company including orders of construction work. However, theCompany deems him to be independent as an outside Director, since the transaction amount with it accounts for only
0.23% of the Company’s net sales, and thus he meets the Company’s criteria for independence of outside Directors.

-7-

No.

Name
(Date of birth)

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

8

Number of theCompany’s shares
ownedJoined Ministry of Construction (currently
Ministry of Land, Infrastructure, Transport andTourism)
July 2004
Senior Executive Director, Development Bankof Japan
Fumio Matsubara
July 2006
Director-General, Land and Water Resources(March 20, 1950)
Bureau, Ministry of Land, Infrastructure,
Transport and Tourism<Candidate for outside
Apr. 2008
Senior General Manager, Mizuho Research
Director>
Institute Ltd.
Reelection
July 2009
Vice President, Japan Sewage Works Agency
OutsideJuly 2011
Registered as an Attorney at Law
0
Independent
Joined Asunaro Law Firm (present position)
Tenure as a Director
Aug. 2011
Commission, Construction Industry Transaction
5 years
Improvement Organization
Attendance to Board ofJune 2013
Executive Officer, Urban Renewal Fund
Directors Meetings
Investment Corp.
16/16 times
President, Sewerage Business Management(100%)
Centre (present position)
June 2015
Director, the Company (present position)[Significant concurrent positions outside the Company]
Attorney at Law, Asunaro Law Firm
Director, Sewerage Business Management Centre[Reasons for nomination as candidate for outside Director]
Fumio Matsubara has extensive experience as a government administrator, extensive insight into the constructionindustry and wide knowledge through his activities as an attorney at law. He has worked hard to strengthen
management oversight functions and based on his track record of positive opinions and suggestions about theCompany’s management we have determined that he is qualified to realize sustainable growth and improvement ofcorporate value of the Company, and we propose his reelection as an outside Director. Please note that he has never inthe past been involved in the management of a company except as an outside officer. However, the Company judges hewill appropriately fulfill his duties as an outside Director based on the above reasons.
In addition, on the assumption that he would assume office as the Company’s outside Director, he served as a part-time
Advisor for a period from June 2014 to June 2015, before assuming office as the Company’s outside Director. Since hiswork was to provide advice from an outside perspective independent of the Company management, and he did notreceive a large amount of remuneration (less than 10 million yen), he meets the Company’s criteria for independence ofoutside 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. 1978
Apr. 2003

9Notes:

Number of theCompany’s shares
ownedJoined Osaka Gas Co., Ltd.
General Manager of South Area Energy Sales
Dept., Commercial & Industrial Energy
Business Unit
June 2005
Associate Director, and General Manager ofKoji Kono
South Area Energy Sales Dept., Commercial &(September 17, 1952)
Industrial Energy Business Unit
June 2007
Executive Officer, and General Manager of<Candidate for outside
Energy Business Development Dept.,
Director>
Commercial & Industrial Energy Business Unit
Reelection
June 2009
Senior Executive Officer, and Head of Pipeline
OutsideBusiness Unit
Independent0
June 2010
Director, Senior Executive Officer, and Head of
Tenure as a Director
Pipeline Business Unit
1 yearApr. 2012
Director, Osaka Gas Co., Ltd.; and Director andAttendance to Board of
Chairman, Creative Technology Solutions Co.,
Directors Meetings
Ltd. (integrated with current Daigas Energy
13/13 times
Co., Ltd.)(100%)
June 2012
Advisor, Osaka Gas Co., Ltd.; and Director andAttendance since assuming
Chairman, Creative Technology Solutions Co.,
office on June 25, 2019
Ltd. (integrated with current Daigas EnergyCo., Ltd.)
Apr. 2016
Special Advisor, Osaka Gas Co., Ltd.
June 2016
Corporate Auditor, the Company
June 2019
Director (present position)[Reasons for nomination as candidate for outside Director]
Koji Kono has extensive experience and a wide range of insight as a corporate manager, and has worked hard tostrengthen management oversight functions in his role as outside Corporate Auditor. 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 of corporate value of the Company, and we propose his reelection as an outside
Director.
In addition, he was working for Osaka Gas Co., Ltd. and Daigas Energy Co., Ltd., and the Company has ordinary
business relations with the companies including orders of construction work. However, the Company deems him to be
independent as an outside Director, since each transaction amount with the companies accounts for only 0.45% of theCompany’s net sales, and thus he meets the Company’s criteria for independence of outside Directors.
1. There is no special interest between the candidates and the Company.
2. Hiroshi Yoshida, Fumio Matsubara, and Koji Kono are candidates for outside Director.
3. Hiroshi Yoshida and Fumio Matsubara are currently outside Directors of the Company, and at the close of this meeting,their tenures as outside Directors will be five (5) years each. In addition, Koji Kono is currently an outside Director of
the Company, and at the close of this meeting, his tenure as a Director will be one (1) year.
4. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has entered into agreements with Hiroshi
Yoshida, Fumio Matsubara, and Koji Kono, 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 reelection of Hiroshi Yoshida, Fumio Matsubara, and Koji Kono is approved, the Company plansto renew the aforementioned agreements with them.
5. The Company has submitted notification to the Tokyo Stock Exchange that Hiroshi Yoshida, Fumio Matsubara, and Koji
Kono, who are currently outside Directors of the Company, have been designated as independent officers as provided forby the aforementioned exchange. If their reelections are approved, the Company plans to continue to appoint them as
independent officers.
6. The Company’s criteria for independence of outside Directors are as follows.
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 the office-9-

(ii) A person who was a Director or a Corporate Auditor (excluding the 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 theoffice, and who was an Executing Person of the Company or any of its subsidiaries for ten (10) years before
assuming the 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 the payment of 2% ormore 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 the payment of 2% or more of theaverage annual consolidated net sales of the Company to the Company over the past three (3) fiscal years, or aperson who has loaned the amount of 2% of more of the average total consolidated assets of the Company to theCompany 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 of which 10% or more of the total voting rights are directly or indirectly held by theCompany 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
receives a 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 theaforementioned 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.)- 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 candidate for Corporate Auditor is as follows:
No.

Position and responsibilities (significant
concurrent positions outside the Company)

Name

1

Masaharu Takitani

2

Hideshi Osaki

3

Ikumi Sato

4
Tomoya Tsubota
Outside: Candidate for outside Corporate Auditor
Independent: Candidate for independent officer

Reelection
OutsideIndependent
Reelection
Reelection
OutsideIndependent
New election

Tenure as a
Corporate
AuditorFull-time Corporate Auditor

4 years

Full-time Corporate Auditor

4 years

Corporate Auditor
Attorney at Law, Yabuki Law Offices

1 yearAdvisor to General Administration Division- 11 -

—

No.

Name
(Date of birth)
Masaharu Takitani(April 22, 1953)<Candidate for outside
Corporate Auditor>

12

Career summary and position (significant concurrent positions
outside the Company)
Apr. 1976
July 2003

Joined The Sanwa Bank, Ltd. (Currently
MUFG Bank, Ltd.)
General Manager of Internal Auditing Dept.
(Tokyo) (until Dec. 2005)
Manager of Accounting Department, ASAHIYASHOTEN
Director, Manager of Accounting Department
Director in charge of Finance and Accounting
Outside Corporate Auditor, Japan Bridge
Corporation
Outside Corporate Auditor, Oriental Shiraishi
Corporation
Outside Corporate Auditor, OSJB Holdings
Corporation (formerly, Japan Bridge
Corporation)
Corporate Auditor (Full-time), the Company(present position)

Number of theCompany’s shares
ownedFeb. 2006
Reelection
OutsideMar. 2007
IndependentOct. 2009
Attendance to Board ofJune 20120
Directors Meetings and Boardof Corporate Auditors Meetings
Dec. 2012
Board of Directors Meetings
16/16 times
Apr. 2014(100%)
Board of Corporate Auditors
Meetings
June 201617/17 times(100%)[Reasons for nomination as candidate for outside Corporate Auditor]
Masaharu Takitani has extensive experience at a financial institution for many years, and broad insight especially in thefields he has been responsible for as a company officer, such as finance and accounting. Since the Company determinedthat he can contribute to further enhancement of the audit system of the Company as an outside Corporate Auditor, we
propose his reelection as an outside Corporate Auditor.
Apr. 1981
Joined the Company
Hideshi Osaki(November 3, 1957)
Apr. 2005
Manager of Administration Department at
Tokyo Head Office
Reelection
Apr. 2008
Manager of Administration Department at
Attendance to Board of
Osaka Head OfficeDirectors Meetings and Board Apr. 2010
Manager of Administration Department atof Corporate Auditors Meetings
Kyushu Branch
5,000
Board of Directors Meetings
May 2015
Deputy General Manager of Kyushu Branch,
16/16 times
Manager of Administration Department at(100%)
Kyushu Branch
Board of Corporate Auditors
June 2016
Corporate Auditor (Full-time) (present position)
Meetings
17/17 times(100%)[Reasons for nomination as candidate for Corporate Auditor]
Hideshi Osaki has extensive operational experience in the Company’s general administration and accounting
departments for many years, and has considerable insight into finance and accounting. Therefore, we propose hisreelection as a Corporate Auditor.

- 12 -

No.

Name(Date of birth)4

Notes:

Apr. 1990

Number of theCompany’s shares
ownedRegistered as an Attorney at Law (Tokyo Bar
Association)
Mar. 1992
Canceled the Registration of Tokyo Bar
Association due to leaving for the U.S.
Sept. 1995
Re-registered as an Attorney at Law (Daini
Reelection
Tokyo Bar Association)
OutsideRegistered as an Attorney at Law (New York
Independent
State, U.S.)
Attendance to Board ofMar. 2013
Joined Yabuki Law Offices (present position)
Directors Meetings and Board Apr. 2017
Vice President, Daini Tokyo Bar Association0of Corporate Auditors Meetings Apr. 2018
Executive Governor, Japan Federation of Bar
Board of Directors Meetings
Associations
13/13 times
Apr. 2019
Member, Disclosure and Personal Information(100%)
Protection Review Board, Ministry of Internal
Board of Corporate Auditors
Affairs and Communications (present position)
Meetings
June 2019
Corporate Auditor, the Company (present
13/13 times
position)(100%)[Significant concurrent positions outside the Company]
Attendance since assuming
Attorney at Law, Yabuki Law Offices
office on June 25, 2019
[Reasons for nomination as candidate for outside Corporate Auditor]
Ikumi Sato has abundant experience as an attorney at law, and extensive insight especially into the Intellectual Property
Act and the Anti-Monopoly Act. Since the Company determined that she can contribute to further enhancement of theaudit system of the Company as an outside Corporate Auditor, the Company proposes her reelection as an outside
Corporate Auditor. Although she has never been involved in corporate management other than as an outside officer inthe past, the Company deems that she will be able to adequately carry out her duties as an outside Corporate Auditor forthe aforementioned reasons.
Apr. 1974
Joined the Company
Apr. 2009
Deputy Head of Technical Division
Apr. 2010
Deputy Head of Technical Division, andManager of Technical Construction Department
Apr. 2011
Deputy General Manager of Kyushu Branch,and Manager of Technical Department
Sept. 2011
Deputy General Manager of Kyushu Branch,
Manager of Technical Department, andTomoya Tsubota
Manager of Technical Department of(August 22, 1955)
Kumamoto Branch
New election
Apr. 2015
Corporate Officer and Manager of Kyushu
4,100
Attendance to Board of
BranchDirectors Meetings and Board Apr. 2017
Senior Corporate Officer, Deputy Head ofof Corporate Auditors Meetings
Technical Construction Group, and Deputy―
Head of Technical Construction Division
Apr. 2018
Senior Corporate Officer, Deputy Head ofTechnical Construction Group, and Head ofTechnical Construction Division
Apr. 2019
Senior Corporate Officer and Head of TechnicalConstruction Division
Apr. 2020
Advisor to General Administration Division(present position)[Reasons for nomination as candidate for Corporate Auditor]
Tomoya Tsubota has worked primarily in the Technical Construction Division and he has served as Manager of the
Kyushu Branch and Head of the Technical Construction Division as Corporate Officer. Based on his insight into overallmanagement and administrative operations of the facilities construction business, we newly propose his election as a
Corporate Auditor.
1. There is no special interest between the candidates and the Company.
2. Masaharu Takitani and Ikumi Sato are candidates for outside Corporate Auditor.
Ikumi Sato
(December 25, 1963)<Candidate for outside
Corporate Auditor>

3

Career summary and position (significant concurrent positions
outside the Company)- 13 -

3. 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 theminimum liability amount specified in Article 425, Paragraph 1 of the Companies Act.
4. If the election of Masaharu Takitani and Ikumi Sato is approved, the Company plans to appoint them as independent
officers as provided for by the Tokyo Stock Exchange.

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Proposal 4:

Election of one (1) substitute Corporate Auditor

To prepare in case the Company does not have the number of outside Corporate Auditors stipulated by laws andregulations, the Company proposes the election of one (1) substitute Corporate Auditor for 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
0Dec. 2007
Outside Corporate Auditor, Nissen Co., Ltd.
(February 6, 1973)
Outside Corporate Auditor, IMJ Corporation
Dec. 2017
Outside Corporate Auditor, Real Co., Ltd.
Apr. 2019
Vice President, Osaka Bar Association
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. If Takeshi Isokawa assumes office as an outside Corporate Auditor, the Company plans to submit notification to theTokyo Stock Exchange that he has been designated as an independent officer as provided for by the aforementioned
exchange.

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