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, 2021
To our shareholders:
Ichiro Fujisawa
President and Director
DAI-DAN CO., LTD.
1-9-25 Edobori, Nishi-ku, Osaka-city

NOTICE OF THE 92ND ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 92nd Ordinary General Meeting of Shareholders of DAI-DAN CO., LTD. (the“Company”), which will be held as described below.
In light of preventing the spread of novel coronavirus disease (COVID-19), we ask our shareholders to refrain from
attending the venue of the General Meeting of Shareholders on the day of the meeting. Instead of attending themeeting in person, you may exercise your voting rights by postal mail or via the Internet in advance. Please review
the attached Reference Documents for the General Meeting of Shareholders, and exercise your voting rights nolater than 5:30 p.m., Monday, June 28, 2021 (Japan Standard Time).
The General Meeting of Shareholders will be streamed live via the Internet, so that you may watch the proceedingsof the meeting in real time, even if you do not attend the venue of the meeting. Please exercise your voting rights
by postal mail or via the Internet in case you watch the streamed live of the General Meeting of Shareholders.
1. Date and Time: Tuesday, June 29, 2021 at 10:00 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
92nd Term (from April 1, 2020 to March 31, 2021)
2. The results of audit of the Consolidated Financial Statements for the 92nd 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 one (1) Corporate Auditor
Proposal 4:
Election of one (1) substitute Corporate Auditor

Disclosure via the Internet
・ Among the documents to be provided upon 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/) in accordance with laws and regulations and the provision 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: Consolidated Statements of Changes in Equity, Non-Consolidated Statements of Changes in Equity,
Notes to Consolidated Financial Statement, and Notes to Non-Consolidated Financial Statements. In addition, Consolidated andNon-Consolidated Financial Statements provided in the attached documents of this Notice of the Ordinary General Meeting of
Shareholders are part of the Consolidated and Non-Consolidated Financial Statements that were audited by the Accounting
Auditors and Corporate Auditors in the course of 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.

-1-Notice Regarding Measures Against COVID-19
Upon holding the 92nd 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.
<Requests to Shareholders>
In light of preventing the spread of COVID-19, we ask our shareholders to consider refraining from attending thevenue of the General Meeting of Shareholders. In particular, shareholders who are elderly, have any underlying
disease, are pregnant or are feeling unwell, are asked to refrain from attending the meeting in person.
Instead of attending the meeting in person, you may exercise your voting rights by postal mail or via the Internet inadvance. Please review the attached Reference Documents for the General Meeting of Shareholders, and exercise
your voting rights no later than 5:30 p.m., Monday, June 28, 2021 (Japan Standard Time). (Please see pages 4 to 5of the notice to convene for details.)
The General Meeting of Shareholders will be streamed live via the Internet, so that you may watch the proceedingsof the meeting in real time, even if you do not attend the venue of the meeting. Please exercise your voting rights
by postal mail or via the Internet in case you watch the streamed live of the General Meeting of Shareholders.
(Please refer to page 3 of the notice to convene for detail.)<Measures at the venue>・ Shareholders in attendance will be asked to use alcohol-based sanitizer and wear a face mask.
・ Shareholders in attendance will be subject to body temperature checks using a thermography device at thereception. Staff members may reach out to shareholders who look unwell, and may refuse their admission. We ask
for your understanding and cooperation in this matter.
・ As the number of seats are to be reduced in order to provide extra distance between seating for shareholders
compared to previous years, the number of shareholders allowed to enter the venue may be limited in the event thata large number of shareholders attend the meeting.
・ To reduce the risk of infection through contact, we will refrain from providing gifts and beverages at the meeting.
・ Staff members and speakers at the General Meeting of Shareholders will be wearing face masks (and gloves insome cases).
・ We will consider ways to ensure smooth and efficient progress of the proceedings and shorten the meetingcompared to previous years.
・ The items to be reported that are video streamed at the venue every year will not be available this year; however,you can watch the video on the Company’s website as below. (https://www.daidan.co.jp/ir/shareholder/video202106/)
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. (https://www.daidan.co.jp/ir/shareholder/)-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 the target of 30% or higher 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,
the Company 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 totals 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: 967,539,690 yen(3) Effective date of distribution of dividends of surplus
June 30, 2021

-3-

Proposal 2:

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).
The candidates for Director are as follows:
No.

Name

1

Shohei Kitano

Reelection

2

Ichiro Fujisawa

Reelection

3

Takayuki Ikeda

Reelection

4

Yasuhiro Yamanaka

Reelection5

Hisao Sasaki

Reelection

6

Yasuo Kamei

Reelection

7

Fumio Matsubara

8

Ikumi Sato

9

Kenkichi Kosakai

Reelection
OutsideIndependent
New election
OutsideIndependent
New 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, andHead of Engineering Division
Director, Corporate Officer, and Head ofGeneral Administration Division
Outside Director

Outside Corporate Auditor

Tenure as a
Director
12 years
12 years
6 years

1 year
1 year
3 years
6 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)
65 years oldJune 2009

Apr. 20111

Reelection
Tenure as a Director
12 years
Attendance to Board of
Directors Meetings
15/16 times(94%)

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

27,800[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 TechnicalIchiro Fujisawa
Department(October 19, 1956)
Apr. 2010
Director, Corporate Officer, and Head of
64 years old
Technical Division
Apr. 2011
Director, Executive Corporate Officer, andReelection
Head of Technical Division
22,900Tenure as a Director
Oct. 2011
Director, Executive Corporate Officer, and12 years
Head of Technical Development Division
Attendance to Board ofApr. 2013
Director, Senior Executive Corporate Officer, in
Directors Meetings
charge of East Japan Area, and General
15/16 times
Manager of Tokyo Head Office(94%)
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

Takayuki Ikeda(July 25, 1961)
59 years old

3

Reelection
Tenure as a Director
6 years
Attendance to Board of
Directors Meetings
16/16 times(100%)

May 2015
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

7,300

[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. 1983
Joined the Company
Apr. 2011
Manager of Yokohama Branch
Apr.
2012
DeputySales Coordination in Tokyo Head
Yasuhiro Yamanaka
OfficeandManager of Sales Department 4(August 25, 1962)
May
2015
Sales
Coordinationin Tokyo Head Office
58 years old
Apr. 2017
Corporate Officer and Head of Sales Division
Reelection
July 2017
Senior Corporate Officer and Head of Sales
Tenure as a Director
Division
1 yearApr. 2020
Executive Corporate Officer, General Manager
3,200
Attendance to Board ofof East Japan Division, and General Manager of
Directors Meetings
Tokyo Head Office
12/13 times
June 2020
Director, Executive Corporate Officer, General(92%)
Manager of East Japan Division, and General
Attendance after assuming
Manager of Tokyo Head Office
office on June 26, 2020
Apr. 2021
Director, Senior Executive Corporate Officer,
and General Manager of East Japan Division,and General 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 reelection as a Director.

-6-

No.

5

6

Name
(Date of birth)

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

Hisao Sasaki(September 7, 1965)
55 years old

Apr. 1988
Apr. 2016
Apr. 2017

Reelection
Tenure as a Director
1 yearAttendance to Board of
Directors Meetings
13/13 times(100%)
Attendance after assuming
office on June 26, 2020

Apr. 2018
Apr. 2019
Apr. 2020
June 2020

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 (present
position)

Number of theCompany’s shares
owned

2,900

[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 propose
his reelection as a Director.
Apr. 1986
Joined the Company
Apr. 2013
Manager of Accounting Department, General
Yasuo Kamei
Administration Division(November 27, 1962)
Apr. 2014
Manager of Administration Department at
58 years oldTokyo Head Office
Apr. 2018
Corporate Officer, Head of General
Reelection
Administration Division, and Manager of
4,800
Tenure as a Director
International Affairs Office
3 years
June 2018
Director, Corporate Officer, Head of General
Attendance to Board of
Administration Division, and Manager of
Directors Meetings
International Affairs Office
15/16 times
Apr.
2019
Director, Corporate Officer, and Head of(94%)
General 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.

-7-

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
71 years old
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
0
OutsideJuly 2011
Registered as an Attorney at Law
Independent
Joined Asunaro Law Firm (present position)
Tenure as a Director
Aug. 2011
Commission, Construction Industry Transaction
6 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%)
CentreJune 2015
Director, the Company (present position)[Significant concurrent positions outside the Company]
Attorney at Law, Asunaro Law Firm
[Reasons for nomination as candidate for outside Director and expected roles, etc.]
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. In addition, after the election, hewill be designated as a member of the Independent Directors Meeting, which functions as the Nomination andCompensation Committee.
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. 1990

8

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.
Ikumi Sato
Sept. 1995
Re-registered as an Attorney at Law (Daini(December 25, 1963)
Tokyo Bar Association)
57 years old
Registered as an Attorney at Law (New YorkState, U.S.)<Candidate for outside
Mar. 2013
Joined Yabuki Law Offices
Director>
Apr. 2017
Vice President, Daini Tokyo Bar Association
New election
Apr. 2018
Executive Governor, Japan Federation of Bar
OutsideAssociations
0
Independent
Apr. 2019
Member, Disclosure and Personal Information
Tenure as a Director
Protection Review Board, Ministry of Internal―
Affairs and Communications (present position)
Attendance to Board ofJune 2019
Corporate Auditor, the Company (present
Directors Meetings
position)
16/16 times
Jan. 2021
Joined Nozomi Sogo Attorneys at Law (present(100%)
position)
Attendance as a Corporate
Apr.
2021
Managing
Director, Japan Attorneys National
AuditorPension Fund (present position)[Significant concurrent positions outside the Company]
Attorney at Law, Nozomi Sogo Attorneys at Law
Managing Director, Japan Attorneys National Pension Fund
[Reasons for nomination as candidate for outside Director and expected roles, etc.]
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 newly propose her election as an outside Director. In addition, after the election, she will be
designated as a member of the Independent Directors Meeting, which functions as the Nomination and Compensation
Committee.

-9-

No.

Name
(Date of birth)

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

9Notes:

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
Senior Managing Corporate Executive Officer,(August 9, 1953)
Chief Financial Officer, Mitsubishi Chemical
67 years old
Holdings Corporation
June 2016
Director of the Board, Mitsubishi Plastics, Inc.
<Candidate for outside(currently Mitsubishi Chemical Corporation)
Director>
New election
Apr. 2017
Representative Corporate Executive Officer,
0
OutsideDeputy Chief Executive Officer, and Chief
Independent
Financial Officer, Mitsubishi Chemical
Tenure as a Director
Holdings Corporation―
June 2017
Director of the Board, Representative Corporate
Attendance to Board of
Executive Officer, Deputy Chief Executive
Directors Meetings
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 NIPPONSANSO CORPORATION
Apr. 2019
Director of the Board, Mitsubishi Chemical
Holdings Corporation
June 2019
AdvisorMar. 2021
Director, Shonan Country Club Co., Ltd.
(present position)[Reasons for nomination as candidate for outside Director and expected roles, etc.]
Kenkichi Kosakai has experience of serving as Director of the Board, Representative Corporate Executive Officer,
Deputy Chief Executive Officer of Mitsubishi Chemical Holdings Corporation and served director positions at several
listed companies. In addition to his abundant experience and extensive insight as a corporate manager, he has advanced
and specialized insight on corporate finance as a person in charge of finance. Based on this, we have determined that heis qualified to realize sustainable growth and improvement of corporate value of the Company, and we newly propose
his election as an outside Director. In addition, after the election, he will be designated as a member of the Independent
Directors Meeting, which functions as the Nomination and Compensation Committee.
In addition, he was working for Mitsubishi Chemical Corporation, and the Company has ordinary business relations
with the company 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 0.59% of the Company’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. 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 six (6) years. Ikumi Sato is currently an outside Corporate Auditor of the Company, and at theclose of this meeting, her tenure as an outside Director will be two (2) years.
4. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreement with Fumio
Matsubara, who is currently an outside Director of the Company, and Ikumi Sato, who is currently an outside Corporate
Auditor of the Company, to limit their liability for damages as provided for in Article 423, Paragraph 1 of theCompanies Act. The maximum amount of the liability for damages under this agreement is up to the total of the- 10 -

minimum liability amount specified in Article 425, Paragraph 1 of the same Act. If the reelection of Fumio Matsubara isapproved, the Company plans to renew the aforementioned agreement with him. In addition, if the election of Ikumi
Sato, and Kenkichi Kosakai is approved, the Company plans to conclude the agreement with each of 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 and litigation expenses that will be borne by the insured, which is scheduled to be renewed in
September 2021. If the election of 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, who is currently an
outside Director of the Company, and Ikumi Sato, who is currently an outside Corporate Auditor of the Company, havebeen designated as independent officers as provided for by the aforementioned exchange. If the reelection of Fumio
Matsubara and election of Ikumi Sato are approved, the Company plans to continue to appoint them as independent
officers. In addition, if the election of Kenkichi Kosakai is approved, the Company also plans to appoint him as anindependent officer.
7. 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(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.)- 11 -

Proposal 3:

Election of one (1) Corporate Auditor

Corporate Auditor Ikumi Sato will retire at the close of this meeting. Therefore, the Company newly proposes theelection of one (1) Corporate Auditor.
The Board of Corporate Auditors has given its consent to this proposal. The term of office of the newly elected
Corporate Auditor will be until the expiration date of his predecessor’s term of office under the Company’s Articles
of Incorporation.
The candidate for Corporate Auditor is as follows:
Name(Date of birth)

Career summary and position (significant concurrent positions outside theCompany)
Apr. 1978
June 2005

Number of theCompany’s shares
ownedJoined Osaka Gas Co., Ltd.
Associate Director, and General Manager of Keiji
Commercial & Industrial Energy Sales Dept., Commercial
Hirofumi Kyutoku& Industrial Energy Business Unit
(July 5, 1954)
June 2009
Executive Officer, Head of Energy Technology Laboratories
66 years old
July 2009Managing Director, The Japan Gas Association
June 2010
Director, Senior Executive Officer, and Head of Commercial<Candidate for outside& Industrial Energy Business Unit, Osaka Gas Co., Ltd.
Corporate Auditor>
Apr. 2013
Representative Director, Executive Vice President
0
New election
Director, Osaka Gas Chemicals Co., Ltd.
OutsideApr. 2016
Director, Osaka Gas Co., Ltd.
Independent
Chairman of the Board, Osaka Gas Chemicals Co., Ltd.
Attendance to Board of(present position)
Directors Meetings and Board
June 2016
Counselor, Osaka Gas Co., Ltd.
of Corporate Auditors Meetings
June 2018
Corporate Auditor, Television Osaka, Inc. (present position)―[Significant concurrent positions outside the Company]
Chairman of the Board, Osaka Gas Chemicals Co., Ltd.
Corporate Auditor, Television Osaka, Inc.
[Reasons for nomination as candidate for outside Corporate Auditor]
Hirofumi Kyutoku served as Representative Director, Executive Vice President of Osaka Gas Co., Ltd. and is currently serving as an
outside director and an outside auditor of other companies. Based on his abundant experience and wide range of insight as acorporate manager, we have determined that he is qualified to realize sustainable growth and improvement of corporate value of theCompany, and we newly propose his election as an outside Corporate Auditor. In addition, after the election, he will be designated asa member of the Independent Directors Meeting, which functions as the Nomination and Compensation Committee.
In addition, the Company has ordinary business relations including orders of construction work with Osaka Gas Co., Ltd. where heserved as Representative Director, and Osaka Gas Chemicals Co., Ltd., where he concurrently serves as Director. However, theCompany deems him to be independent as an outside Director, since the transaction amount with the company accounts for only
0.71% of the Company’s net sales.
Notes: 1. There is no special interest between the candidate and the Company.
2. Hirofumi Kyutoku is a candidate for outside Corporate Auditor.
3. If the election of Hirofumi Kyutoku is approved, pursuant to Article 427, Paragraph 1 of the Companies Act, theCompany plans to enter into an agreement with him to limit his liability for damages as provided for in Article 423,
Paragraph 1 of the Companies Act. The maximum amount of the liability for damages under this agreement is up to thetotal of the minimum liability amount specified in Article 425, Paragraph 1 of the Companies Act.
4. 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 and litigation expenses that will be borne by the insured, which is scheduled to be renewed in
September 2021. If the election of Hirofumi Kyutoku is approved, he will become the insured of the relevant insurance
policy.
5. If the election of Hirofumi Kyutoku is approved, the Company plans to appoint him as an independent officer as
provided for by the Tokyo Stock Exchange.

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(Reference)Management Structure after Approval of Proposals 2 and 3 (Planned)

Name

PositionThe
Independent
Directors
Meeting

Areas of particular expertise and experience
Corporate
Management

Accounting/Management

Finance

Strategy

Technology/
Quality/
Environment

Risk
Marketingmanagement

Legal affairs

Audit/Governance

Representative
Director,●●
Shohei Kitano Chairman, andCorporate
Officer
Representative
Director,●●●
Ichiro Fujisawa President, andCorporate
Officer
Director andSenior●Executive
Takayuki Ikeda
Corporate
Officer
Director andSeniorYasuhiro●●
Executive
Yamanaka
Corporate
Officer
Director andExecutive●
Hisao Sasaki
Corporate
Officer
Director and●●Yasuo Kamei
Corporate
Officer
Fumio
Director●●
Matsubara(Outside)
Director●●●
Ikumi Sato
(Outside)
KenkichiDirector●●●
Kosakai(Outside)
Full-time
Corporate
Masaharu●●●
AuditorTakitani(Outside)
Full-time●●
Hideshi Osaki
Corporate
AuditorTomoyaCorporate●●
Tsubota
AuditorCorporate
Hirofumi●●●●
AuditorKyutoku(Outside)
Notes: 1. The above table, considering each person’s experience and other factors, shows the areas in which they demonstrate
their expertise more, and is not an exhaustive list of the areas of insight that they have.
2. The Independent Directors Meeting is equivalent to the Nomination Advisory Committee and the Compensation
Advisory Committee.

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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
Dec. 2007
Outside Corporate Auditor, Nissen Co., Ltd.
(February 6, 1973)
0Outside Corporate Auditor, IMJ Corporation
48 years old
Dec. 2017
Outside Corporate Auditor, Real Co., Ltd.
Apr. 2019
Vice President, Osaka Bar Association
Apr. 2021
Director, Kinki Federation of Bar Associations (present
position)[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 and litigation expenses that will be borne by the insured, which is scheduled to be renewed in
September 2021. If Takeshi Isokawa assumes office as an outside Corporate Auditor, he will become the insured of therelevant insurance policy.
4. 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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