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 shallprevail.
Stock Exchange Code: 1954
September 7, 2017
To Shareholders with Voting Rights:
Ryuichi Arimoto
Representative Director and President
NIPPON KOEI CO., LTD.
(Headquarters) 4, Kojimachi 5-chome,
Chiyoda-ku, Tokyo(Main Office) 14-6, Kudankita 1-chome,
Chiyoda-ku, TokyoNOTICE OF
THE 73RD ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 73rd Annual General Meeting of Shareholders of NIPPON KOEI CO.,LTD. (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights by post or via the Internet(Note 1).
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise
your voting rights by 5:30 p.m. on Wednesday, September 27, 2017, Japan time.
1. Date and Time:
2. Place:

Thursday, September 28, 2017 at 10:00 a.m. Japan time
Matsu, 3F, Hotel Grand Palace
1-1 Iidabashi 1-chome, Chiyoda-ku, Tokyo

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements andNonconsolidated Financial Statements for the Company’s 73rd Fiscal Year
(July 1, 2016 - June 30, 2017)
2. Results of audits by the Accounting Auditor and the Audit & Supervisory
Board of the Consolidated Financial Statements
Proposals to be resolved:
Election of 11 Directors
Proposal 1:
Election of 1 Audit & Supervisory Board Member
Proposal 2:
Election of 1 Substitute Audit & Supervisory Board Member
Proposal 3:
Determination of Compensation for Allotting Restricted Stock to Directors
Proposal 4:
Payment of Retirement Benefits to Retiring Director
Proposal 5:(Note 1) Please access the website (http://www.it-soukai.com/) and enter your voting rights code and password.
To exercise your voting rights, please follow the guidance on the screen.
Additionally, if you are an institutional investor, you can exercise your voting rights through ICJ platform run
by ICJ, Inc.
Disclosure via the Internet◎ “Notes to Consolidated Financial Statements” and “Notes to Nonconsolidated Financial Statements” are posted
at the following Company’s website pursuant to the laws and regulations, and provisions in Article 14 of the
Articles of Incorporation, and they are not included in the Appendix to this notice. Therefore, the Appendix tothis notice of convocation is a part of Consolidated Financial Statements and Nonconsolidated Financial
Statements audited by Accounting Auditor in preparing the Accounting Audit Report. Also, the Appendix is apart of Consolidated Financial Statements and Nonconsolidated Financial Statements audited by Audit &Supervisory Board members in preparing their Audit Report.
◎ Should the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated
Financial Statements, and Nonconsolidated Financial Statements require revisions, the revised versions will be
posted on the following Company’s website.
The Company’s website: https://www.n-koei.co.jp/ir/

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

Election of 11 Directors

The terms of office of all 11 directors will expire at the conclusion of this General Meeting of Shareholders.
Accordingly, the election of 11 directors, inclusive of 2 outside directors, is proposed.
The candidates are as follows:
No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April
October

July
July

June

Noboru Takano(September 14, 1952)

June[Reelection]
June

1

June

September
July
July

2

Number ofshares of theCompany held

1975 Joined the Company
2004 Deputy Senior General Manager of Metropolitan Area

Business Division and General Manager of River &Hydraulic Engineering Department, Domestic Consulting
Company of the Company
2007 General Manager of Operations Planning Office, Domestic
Consulting Operations of the Company
2008 General Manager of Operations Planning Office andGeneral Manager of Business Planning Office, Domestic
Consulting Operations of the Company
2009 Executive Officer of the Company
Deputy Director General of Domestic Consulting
Operations, General Manager of Operations Planning
Office, and General Manager of Business Planning Office,Domestic Consulting Operations of the Company
2010 Deputy Director General of Domestic Consulting
Operations and General Manager of Operations Planning
Office, Domestic Consulting Operations of the Company
2011 Director and Executive Officer of the Company
Acting Director General of Domestic Consulting
Operations and General Manager of Operations Planning
Office, Domestic Consulting Operations of the Company
2012 Director and Managing Executive Officer of the Company
Director General of Domestic Consulting Operations of theCompany
2014 Representative Director and Senior Managing Executive
Officer of the Company
2015 Representative Director and Executive Vice President incharge of technology of the Company
2017 Representative Director and Chairman of the Company(current position)

16,400[Reasons for selection]
Mr. Noboru Takano has been engaged in the management of the Company as Director since June 2011, and is appropriately
fulfilling these duties and responsibilities. Additionally, after serving as Representative Director and Executive Vice President(in charge of technology and Director General of Domestic Consulting Operations), he currently serves as Representative
Director and Chairman and is appropriately fulfilling his duties in supervision and promotion of overall management of theCompany Group based on his wealth of experience and achievements gained mainly in the field of Domestic Consulting
Operations. Due to the above, the Company has continued to designate him as a candidate for Director.
April1976 Joined the Company
October
2003 Deputy Senior General Manager of Metropolitan Area
Akira Mizukoshi
Business Division and General Manager of Business(September 30, 1950)
9,900
Planning Department, Domestic Consulting Company of[Reelection]

the Company
July

2007 General Manager of Business Promotion Department,

Domestic Consulting Operations of the Company

June

June
June
July
September

OctoberJuly
February
SeptemberJuly

2008 Executive Officer of the Company

Deputy Director General of International Consulting
Operations of the Company
2010 Director and Executive Officer of the Company
2012 Director and Managing Executive Officer of theCompany
2012 General Manager of Business Promotion Headquarters of
the Company
2014 Director and Senior Managing Executive Officer of theCompany
Director General of Corporate Headquarters and Director
General of Business Promotion Headquarters of theCompany
2014 Director General of Corporate Headquarters of theCompany
2015 Director and Executive Vice President in charge of Head
Office of the Company
2016 Director and Executive Vice President in charge of Head
Office and IR of the Company
2016 Representative Director and Executive Vice President incharge of Head Office and IR of the Company
2017 Director and Vice Chairman of the Company (current
position)[Reasons for selection]
Mr. Akira Mizukoshi has been engaged in the management of the Company as Director since June 2010, and is appropriately
fulfilling these duties and responsibilities. Additionally, after serving as Director General of Business Promotion
Headquarters, Director General of Corporate Headquarters and Representative Director and Executive Vice President, hecurrently serves as Director and Vice Chairman and is appropriately fulfilling his role in promotion of management andimprovement of value of the Company Group. Due to the above, the Company has continued to designate him as a candidate
for Director.
April1977 Joined the Company
July
2007 Deputy Director General of Corporate Headquarters of

the Company
July

June
Ryuichi Arimoto(November 27, 1952)[Reelection]
3

June

June
July
September

42008 Deputy Director General of Corporate Headquarters andGeneral Manager of Corporate Planning Department of
the Company
2009 Director and Executive Officer of the Company
Director General of Corporate Headquarters and General
Manager of Corporate Planning Department of theCompany
2011 Director General of Corporate Headquarters and General
Manager of Personnel & General Affairs Department of
the Company
2012 Director and Managing Executive Officer of theCompany
2012 Director General of Corporate Headquarters and General
Manager of Personnel Department of the Company
2014 Representative Director and President of the Company(current position)

17,300[Reasons for selection]
Mr. Ryuichi Arimoto has been engaged in the management of the Company as Director since June 2009, and is appropriately
fulfilling these duties and responsibilities. Additionally, after serving as Director General of Corporate Headquarters, he iscurrently tasked with management of the Company Group as Representative Director and President. The Company has judgedthat his insights, based on a wealth of operational experience in overall management and achievements from leading the Group
with strong leadership and decision-making are suitable for the advancement of the management and strengthening ofcorporate governance of the Company Group. Due to the above, the Company has continued to designate him as a candidate
for Director.
1979 Joined the Company
Hiroyuki Akiyoshi April
June
2004 General Manager of Plant Division, Power Engineering(March 11, 1956)
11,900Company of the Company

[Reelection]

June

June

June
July
July
July

2010 Executive Officer of the Company

Deputy Director General of Power Engineering Operations(in charge of electromechanical consultation and new
businesses) of the Company
2012 Director and Executive Officer of the Company
Acting Director General of Power Engineering Operationsand General Manager of Fukushima Works of theCompany
2013 Director General of Power Engineering Operations of theCompany (current position)2015 Director and Managing Executive Officer of the Company
2016 Director and Senior Managing Executive Officer of theCompany
2017 Representative Director and Senior Managing Executive
Officer of the Company (current position)[Reasons for selection]
Mr. Hiroyuki Akiyoshi has been engaged in the management of the Company as Director since June 2012, and is appropriately
fulfilling these duties and responsibilities. Additionally, after serving as General Manager of Fukushima Works, PowerEngineering Operations, he currently serves as Representative Director and Senior Managing Executive Officer (Director
General of Power Engineering Operations), and is fulfilling his duty of further enriching the energy business of the Company
Group responding to reform of the electric power system. Due to the above, the Company has continued to designate him as a
candidate for Director.
April1979 Joined the Company
July
2003 General Manager of Marketing & Promotion Department,

OctoberJuly
Takayasu Tsuyusaki June
(February 10, 1956)[New appointment]

October

5
July
May

Marketing & Operations Division, International
Consulting Company of the Company
2009 General Manager of Operations Planning Office,International Consulting Operations of the Company
2010 Acting General Manager of Global Strategy Office of theCompany
2012 Executive Officer of the Company
Deputy Director General of International Consulting
Operations of the Company
2015 Director General of Global Strategy Headquarters andGeneral Manager of Strategy Development Office of theCompany
2016 Managing Executive Officer of the Company (current
position)2017 Director General of Global Strategy Headquarters, General
Manager of Business Development Office and General
Manager of Singapore Office of the Company (current
position)

5,200[Reasons for selection]
Mr. Takayasu Tsuyusaki has been engaged in execution of businesses of the Company as Executive Officer since June 2012and later as Managing Executive Officer since July 2016 and is appropriately fulfilling these roles and responsibilities.
Additionally, currently he serves as Director General of Global Strategy Headquarters (concurrently as General Manager ofboth Business Development Office and Singapore Office) and is fulfilling his role in enriching new businesses for global
expansion of the Company Group. Due to the above, the Company has designated him as a candidate for Director.
April1982 Joined the Company
April2007 General Manager of Energy Development Department,

6

Haruhiko Kanai(March 1, 1958)

April[New appointment]
April

Urban Society Division, International Consulting
Operations of the Company
2010 Deputy Senior General Manager of Infrastructure
Development Division and General Manager of Energy
Development Department, International Consulting
Operations of the Company
2011 Deputy Senior General Manager of Environmental
Solution Division, International Consulting Operations of
the Company

1,500

July

September

October

July
July

2012 Senior General Manager of Environmental Solution

Division, International Consulting Operations of theCompany
2014 Executive Officer of the Company
Acting Senior General Manager of Asian Regional
Division, International Consulting Operations of theCompany
2015 Deputy Director General of International Consulting
Operations and Senior General Manager of Water
Resources Division of the Company
2016 Acting Director General of International Consulting
Operations of the Company
2017 Managing Executive Officer of the Company (current
position)
Director General of International Consulting Operations of
the Company (current position)[Reasons for selection]
Mr. Haruhiko Kanai has been engaged in business execution of the Company as Executive Officer since September 2014 andas Managing Executive Officer since July 2017 and is appropriately fulfilling these roles and responsibilities. Additionally,
after serving as Senior General Manager of both Environmental Solution Division and Water Resources Division ofInternational Consulting Operations, he currently serves as Director General of International Consulting Operations and isfulfilling his role in international business expansion of the Company Group. Due to the above, the Company has designatedhim as a candidate for Director.
April1983 Joined the Company
April2006 General Manager of Integrated Information Technology

May

April
Hideyuki Sakunaka(May 1, 1960)
April[Reelection]
July
October

7

July
September

Department, Metropolitan Area Business Division,
Domestic Consulting Company of the Company
2009 Deputy Senior General Manager of Social Systems
Division, Domestic Consulting Operations of theCompany
2011 Deputy Senior General Manager of Infrastructure
Development Division, International Consulting
Operations of the Company
2013 General Manager of Infrastructure Development Division,
International Consulting Operations of the Company
2015 Executive Officer of the Company
2015 Deputy Director General of International Consulting
Operations and General Manager of Infrastructure
Development Division of the Company
2016 Director General of Technology Headquarters of theCompany (current position)2016 Director and Executive Officer of the Company (current
position)

6,531[Reasons for selection]
Mr. Hideyuki Sakunaka has been engaged in business execution of the Company as Executive Officer since July 2015, andas Director since September 2016, and is appropriately fulfilling these duties and responsibilities. Additionally, he currently
serves as Director General of Technology Headquarters, and is appropriately fulfilling the role of undertaking technology
development, which is the core of all businesses of the Company Group. Due to the above, the Company has continued todesignate him as a candidate for Director.
April1985 Joined the Company
July
2007 General Manager of Disaster Prevention Department,

8

Hiroaki Shinya(May 28, 1960)

May[New appointment]
July

Land Conservation Division, Domestic Consulting
Operations of the Company
2009 Deputy Senior General Manager of Land Conservation
Division, Domestic Consulting Operations of theCompany
2010 Senior General Manager of Land Conservation Division,
Domestic Consulting Operations of the Company

1,400AprilJuly
July
February

July

March
July

2011 Senior General Manager of Watershed Management &Disaster Prevention Division, Domestic Consulting
Operations of the Company
2013 General Manager of Sendai Branch Office of Domestic
Consulting Operations of the Company
2015 Executive Officer of the Company (current position)2016 Deputy Director General of Domestic Consulting
Operations, General Manager of Business Planning Officeand General Manager of Tokyo Branch Office of theCompany
2016 Acting Director General of Domestic Consulting
Operations, General Manager of Business Planning Officeand General Manager of Tokyo Branch Office of theCompany
2017 Acting Director General of Domestic Consulting
Operations of the Company
2017 Director General of Domestic Consulting Operations of
the Company (current position)[Reasons for selection]
Mr. Hiroaki Shinya has been engaged in business execution of the Company as Executive Officer since July 2015 and isappropriately fulfilling these duties and responsibilities. Additionally, after serving as General Manager of Sendai Branch
Office of Domestic Consulting Operations and General Manager of Tokyo Branch Office of the said Operations, he currently
serves as Director General of Domestic Consulting Operations and is fulfilling his role in business expansion of domestic
consulting operations of the Company Group. Due to the above, the Company has designated him as a candidate for Director.
April1985 Joined the Company
July2010 General Manager of Logistics & Operations Department

of International Consulting Operations of the Company
October

Yasushi Hirusaki(May 18, 1962)[New appointment]

October

October9
July2014 Acting General Manager of Global Support Division andGeneral Manager of Compliance Office, International
Consulting Operations of the Company
2015 Acting General Manager of Corporate Planning
Department, Corporate Headquarters and General
Manager of International Group Management Office of
the Company
2016 Acting Director General of Corporate Headquarters andGeneral Manager of Corporate Planning Department of
the Company
2017 Executive Officer of the Company (current position)
IR Officer and Director General of Corporate
Headquarters and General Manager of Personnel
Department of the Company (current position)

600[Reasons for selection]
Mr. Yasushi Hirusaki has been engaged in business execution of the Company as Executive Officer since July 2017 and isappropriately fulfilling these duties and responsibilities. Additionally, after serving as both General Manager of Logistics &Operations Department and Acting Director General of Global Support Division, International Consulting Operations as well
as after serving concurrently as Acting General Manager of Corporate Headquarters and General Manager of Corporate
Planning Department, he currently serves as Director General of Corporate Headquarters (concurrently as IR Officer andGeneral Manager of Personnel Department) and is appropriately fulfilling his role in management and control of the entire
Company Group. Due to the above, the Company has designated him as a candidate for Director.
April1970 Joined The Mitsubishi Bank, Ltd.
May
1993 General Manager of Singapore Branch of The Mitsubishi

Bank, Ltd.
Hiizu Ichikawa(December 8, 1946)
10

June

1996 General Manager of Industrial Research Department ofJanuary

1997 General Manager of Sales Screening Department of The

The Bank of Tokyo-Mitsubishi, Ltd.

[Reelection][Outside Director]

June
June
June

Bank of Tokyo-Mitsubishi, Ltd.
1999 Senior Executive Director of The Resolution andCollection Corporation
2001 Senior Executive Director of Chiyoda Corporation
2004 Representative Director and Managing Director of
Mitsubishi Motors Corporation

1,100April2010 Representative Director and Executive Vice President ofJune2014 Outside Corporate Auditor of The Hyakugo Bank, Ltd.

Mitsubishi Motors Corporation(current position)
September 2014 Outside Director of the Company (current position)[Reasons for selection] (including reasons for designation as a candidate for Outside Director)
Mr. Hiizu Ichikawa has experience in serving as General Manager of the Sales Screening Department of The Bank of TokyoMitsubishi, Ltd. (currently The Bank of Tokyo-Mitsubishi UFJ, Ltd.), in addition to Senior Executive Director of The
Resolution and Collection Corporation, Senior Executive Director of Chiyoda Corporation, and Representative Director andExecutive Vice President of Mitsubishi Motors Corporation. As Outside Director of the Company since September 2014, hehas been monitoring the management of the Company Group from an objective viewpoint and wide perspective based on a
wealth of experience as a manager, and the Company has judged that in the future, while increasing transparency of the Boardof Directors of the Company, he is suitable to work toward strengthening corporate governance. Due to the above, theCompany has continued to designate him as a candidate for Outside Director. Additionally, he currently concurrently serves
as Outside Corporate Auditor of The Hyakugo Bank, Ltd..
April
1970 Joined Ministry of International Trade and Industry
August2003 Commissioner of Agency for Natural Resources andEnergy, Ministry of Economy, Trade and Industry
June

2004 Vice-Minister for International Affairs of Ministry ofJune2007 President of Japan Cooperation Center for the Middle

February
OctoberApril

2008 Special Advisor to the Cabinet
2009 Senior Vice President of Mitsubishi Electric Corporation2011 Visiting Professor of Graduate School of Public Policy,

Economy, Trade and Industry
Kazumasa Kusaka(January 23, 1948)[Reelection][Outside Director]

East

January
11

April

2,700

The University of Tokyo (current position)2013 President of The Foundation for International Trade andIndustrial Co-operation (current position)2013 Chairman of Japan Economic Foundation (current
position)2015 Outside Director of the Company (current position)

September[Reasons for selection] (including reasons for designation as a candidate for Outside Director)
Mr. Kazumasa Kusaka has experience in serving as Vice-Minister for International Affairs of the Ministry of Economy,
Trade and Industry, in addition to President of the Japan Cooperation Center for the Middle East, Special Advisor to the
Cabinet, and Senior Vice President of the Mitsubishi Electric Corporation, and as Outside Director of the Company since
September 2015, he has been monitoring the management of the Company Group from an objective viewpoint and wide
perspective based on a wealth of experience and knowledge as a manager at the Ministry of Economy, Trade and Industry,
etc. and the Company has judged that in the future, while increasing transparency of the Board of Directors of the Company,
he is suitable to work toward strengthening corporate governance. Due to the above, the Company has continued to designate
him as a candidate for outside director. Additionally, he currently concurrently serves as Visiting Professor of Graduate Schoolof Public Policy, The University of Tokyo, President of The Foundation for International Trade and Industrial Co-operation,
and Chairman of the Japan Economic Foundation.
(Notes)1.
2.

There are no special interests between each candidate for director and the Company.
Messrs. Hiizu Ichikawa and Kazumasa Kusaka(1) Messrs. Hiizu Ichikawa and Kazumasa Kusaka are the candidates for Outside Director. Mr. Hiizu Ichikawa currently
serves as an Outside Director of the Company, and the tenure of office as Director will be three years at the closing of
this General Meeting of Shareholders. Additionally, Mr. Kazumasa Kusaka currently serves as an outside director of theCompany, and the tenure of office as Director will be two years at the closing of this General Meeting of Shareholders.
(2) The Company has designated Messrs. Hiizu Ichikawa and Kazumasa Kusaka as independent officers as stipulated by
the Tokyo Stock Exchange and notified the Exchange to that effect.
(3) Liability limitation agreement
The Company has concluded a liability limitation agreement in accordance with the Companies Act with each of its
Outside Directors. Under these agreements, the limitation of damage liability of each Outside Director shall be the largerof ¥6 million or the minimum liability amount stipulated by the Companies Act, if such Outside Director has performed
his or her duties in good faith and without gross negligence.
The Company intends to continue the same agreement with both Messrs. Hiizu Ichikawa and Kazumasa Kusaka if theirelections are approved.

Proposal 2:

Election of 1 Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member Mr. Mineo Enomoto will expire at the conclusionof this General Meeting of Shareholders. Accordingly, the election of 1 Audit & Supervisory Board member is
proposed.
The Audit & Supervisory Board has previously given its approval to this proposal.
The candidate is as follows:
Name(Date of birth)

Past experience, positions
and significant concurrent positions
April

1972 Registered in bar association (The Daini Tokyo Bar

April
January

1972 Joined Kikuchi Law and Patent Office1980 Partner at Masuda & Ejiri Law Office (current NishimuraMay

2000 Chair of Women Business Lawyers Committee, Inter-

Number ofshares of theCompany held

Association)& Asahi)
Pacific Bar Association (IPBA)
AugustYoshiko Koizumi
March(September 25, 1943) January
May[New appointment][Outside Member]
April
October
April
June
June
June

2003 Expert Member of Food Safety Commission of Japan
2007 Auditor at Bosch Corporation
2008 Counsel at Nishimura & Asahi
2008 Councilor of the International Civil and Commercial Law

Centre Foundation2009 Partner at City-Yuwa Partners (current position)2012 Deputy Chair of the Government Procurement Review
Board
2013 Director of the Japan Bar Association (current position)2015 Outside Director of Taiheiyo Cement Corporation (current
position)2015 Outside Director of Dowa Holdings Co., Ltd. (current
position)2016 Outside Auditor of Sumitomo Bakelite Co., Ltd. (current
position)0[Reasons for selection] (including reasons for designation as a candidate for Outside Audit & Supervisory Board
Member)Ms. Yoshiko Koizumi, as an attorney, possesses in-depth knowledge and practical experience in the field of compliance ingeneral as well as a wealth of experience in the international field, such as occupying an important post at the Inter-Pacific Bar
Association, etc. The Company has judged that she can appropriately audit the execution of duties by Directors as an outside
auditor at a time when the Company now promotes global expansion. Based on the above, the Company has decided to designate
Ms. Yoshiko Koizumi as a candidate for Outside Audit & Supervisory Board Member.
While Ms. Yoshiko Koizumi has never been engaged in the management of companies in any way other than assuming theposition of an outside director or outside auditor, based on the reasons mentioned above the Company has judged that she will
be able to appropriately fulfill the duties of an Outside Audit & Supervisory Board Member of the Company.
(Notes)1.
2.

There are no special interests between the candidate for Audit & Supervisory Board Member and the Company.
Ms. Yoshiko Koizumi(1) Ms. Yoshiko Koizumi is a candidate for Outside Audit & Supervisory Board Member.
(2) Ms. Yoshiko Koizumi is a candidate who satisfies the qualification for the independent officer stipulated by the Tokyo
Stock Exchange.
(3) Liability limitation agreement
The Company has concluded a liability limitation agreement in accordance with the Companies Act with each of its
Outside Audit & Supervisory Board Members. Under these agreements, the limitation of damage liability of each
Outside Audit & Supervisory Board Member shall be the larger of ¥6 million or the minimum liability amount stipulatedby the Companies Act, if such Outside Audit & Supervisory Board Member has performed his or her duties in goodfaith and without gross negligence.
If Ms. Yoshiko Koizumi assumes office as Audit & Supervisory Board Member, the Company intends to conclude anaforementioned agreement with her as an Outside Audit & Supervisory Board Member.

Proposal 3:

Election of 1 Substitute Audit & Supervisory Board Member

The effect of election of substitute Audit & Supervisory Board member Hideaki Sudo, who was elected at the72nd Annual General Meeting of Shareholders held on September 29, 2016 shall expire at the beginning of this
General Meeting of Shareholders. In preparation of a shortage in the number of Audit & Supervisory Board
members stipulated in the laws and regulations, the election of 1 substitute Audit & Supervisory Board member is
proposed.
The Audit & Supervisory Board has previously given its approval to this proposal.
The candidate is as follows:
Name(Date of birth)

Past experience, positions
and significant concurrent positions
April

1971 Registered in bar association (The Daini Tokyo Bar

April
April
June

2003 Representative of Tokyo Fuji Law Office
2004 Professor of Nihon University Law School2008 Substitute Audit & Supervisory Board member of the

Number ofshares of theCompany held

Association)
Hideaki Sudo
(July 20, 1944)

May

0

Company, to present
2011 Representative commissioner of Business Rehabilitation
Research Institute2016 Partner of Tokyo Fuji Law Office (current position)

January[Reasons for selection] (including reasons for designation as a candidate for Outside Audit & Supervisory Board Member)
Mr. Hideaki Sudo possesses specialized knowledge regarding overall law including corporate law as an attorney, and theCompany has judged that he can appropriately audit the execution of duties by Directors from an objective and fair standpoint.
Due to the above, the Company has continued to designate him as a candidate for Substitute Audit & Supervisory Board
Member.
Additionally, while Mr. Hideaki Sudo has not been engaged directly in the management of companies, the Company has judged
due to the above that he will be able to appropriately fulfill his duties as an outside auditor of the Company.
(Notes)1. There are no special interests between the candidate for Substitute Audit & Supervisory Board Member and the Company.
2. Mr. Hideaki Sudo
(1) Mr. Hideaki Sudo is a candidate for Outside Audit & Supervisory Board Member.
(2) Mr. Sudo satisfies the qualification for the independent officer stipulated by the Tokyo Stock Exchange.
(3) Liability limitation agreement
The Company has concluded a liability limitation agreement in accordance with the Companies Act with each of its
Outside Audit & Supervisory Board Members. Under these agreements, the limitation of damage liability of each
Outside Audit & Supervisory Board Member shall be the larger of ¥6 million or the minimum liability amount stipulatedby the Companies Act, if such Outside Audit & Supervisory Board Member has performed his or her duties in goodfaith and without gross negligence.
If Mr. Hideaki Sudo assumes office as Audit & Supervisory Board Member, the Company intends to conclude anaforementioned agreement with him as an Outside Audit & Supervisory Board Member.

Proposal 4:

Determination of Compensation for Allotting Restricted Stock to Directors

At the 62nd Annual General Meeting of Shareholders held on June 28, 2007, the amount of compensation for
Directors, not including Outside Directors, of the Company was approved as “not exceeding an annual amount of
465 million yen” (not including the employee portion for the salary of a Director who has concurrent positions ofan employee and a Director). Additionally, at the 70th Annual General Meeting of Shareholders held on September
25, 2014, the amount of compensation for Outside Directors was approved as “not exceeding an annual amount of
30 million yen.”
In order that Directors other than Outside Directors (hereinafter referred to as “Eligible Directors”) become able
to share benefits and risks of stock price fluctuation with shareholders and to further enhance their willingness tocontribute to raising stock prices and improvement of corporate value, the Company now requests that common
stock subject to provisions concerning a certain term of stock transfer restriction and grounds for acquisition ofshares by the Company without any contribution, etc., (hereinafter referred to as “Restricted Stock”) is allotted to
Eligible Directors as described below.
Therefore, considering various matters including contribution of the Eligible Directors to the Company, theCompany requests that the total amount of monetary compensation claims payable to the Eligible Directors ascompensation related to Restricted Stock and separate from the above-mentioned compensation for Directors, isdetermined as “not exceeding an annual amount of 60 million yen.”
Please note that allotment of Restricted Stock is determined by considering various matters, including
contribution of the Eligible Directors to the Company, and is considered reasonable.
Additionally, the Company has a total number of 11 Directors (including 2 outside Directors) and the number
will not change when Proposal 1 above is approved as proposed.

Details and the upper limit of the amount of Restricted Stock for the Eligible Directors:
1. Allotment of and payment in relation with Restricted Stock
Based on the resolution of the Board of Directors, the Company will award monetary compensation claims
payable to Eligible Directors at an amount not exceeding the above-mentioned annual amount as compensation
related to Restricted Stock, and each of the Eligible Directors shall be allotted with Restricted Stock by delivering
all such monetary compensation claims in the form of investment in kind.
Additionally, the amount of payment for Restricted Stock will be determined by the Board of Directors of theCompany based on the closing price of the common stock of the Company at the Tokyo Stock Exchange on thebusiness day immediately prior to the day the resolution is made (or the closing price on the transaction day
immediately prior to such business day if the stock deal is not settled on the day), in a way the amount is notparticularly advantageous to the Eligible Directors that are to receive the Restricted Stock.
The above-mentioned monetary compensation claims will be awarded to Eligible Directors on the condition that
the Eligible Directors have agreed to the above-mentioned investment in kind and have concluded an agreement
concerning allotment of Restricted Stock of which provisions are specified in 3. below.
2. The total amount of Restricted Stock
The total number of 50,000 shares which are Restricted Stock to be allotted to Eligible Directors will be the upper
limit of the number of restricted shares to be allotted in each fiscal year.
However, if any stock split (including allotment of common stock of the Company without any contribution) or
reverse stock split of common stock of the Company occurs after the resolution is made for this Proposal and if it
is necessary to change the total amount of Restricted Stock to be allotted due to such split or reverse split, the total
amount of Restricted Stock may be changed in a reasonable manner.
3. Details of the agreement concerning allotment of Restricted Stock
When allotting Restricted Stock, based on the resolution of the Board of Directors of the Company, an agreement

concerning allotment of such stock to be concluded between the Company and Eligible Directors who are to be
allotted with such stock will contain the details described below.
(1) Details of transfer restriction
Those Eligible Directors who are to be allotted with Restricted Stock may not distribute the Restricted Stockallotted (hereinafter referred to as the “Allotted Stock”) to any third party by a transfer, establishing the right ofpledge or mortgage, or as a gift before death or a testamentary gift or in any other form for a period of one to five
years determined by the Board of Directors (hereinafter referred to as the “Transfer Restriction Period”).
(2) Acquisition of Restricted Stock by the Company without contribution
If an Eligible Director allotted with Restricted Stock resigns from the position of Director of the Company prior
to the expiration of the Transfer Restriction Period, the Company will acquire the Allotted Stock of the relevant
Eligible Director without any contribution, unless the Board of Directors of the Company deems the resignation
reasonable.
Additionally, if at the time the Transfer Restriction Period in (1) above expires the transfer restriction has notbeen removed for some of the Allotted Stock in accordance with the grounds for the removal of the transfer
restriction described in (3) below, the Company, as a matter of course, will acquire such stock without any
contribution.
(3) Removal of transfer restriction
On the condition that an Eligible Director allotted with Restricted Stock have maintained their position of Directorof the Company throughout the Transfer Restriction Period, the Company shall remove the transfer restriction for
all Allotted Stock of such Eligible Director when the Transfer Restriction Period expires.
However, if such Eligible Director resigns from their position of Director of the Company prior to the expirationof Transfer Restriction Period for the reasons deemed reasonable by the Board of Directors, the amount of Allotted
Stock for which removal of transfer restriction should be made and the time to remove such restriction shall bechanged as necessary and in a reasonable manner.
(4) Treatment in the event of organizational restructuring, etc.
If during the Transfer Restriction Period a proposal is approved at the Annual General Meeting of Stockholdersof the Company (or by the Board of Directors of the Company, when approval at the Annual General Meeting ofStockholders of the Company is not required) concerning concluding a contract of merger to dissolve the Company,
share exchange agreement or any other plans concerning organizational restructuring including stock transfer plans
to make the Company a wholly-owned subsidiary company, by resolution of the Board of Directors of the Company
the transfer restriction will be removed prior to the effective date of such organizational restructuring, etc., for anumber of allotted shares to be determined in a reasonable manner based on a period from the date the term oftransfer restriction started to the date of approval of the organizational restructuring, etc.
In this case, immediately after the transfer restriction is removed pursuant to the above, as a matter of course, theCompany will acquire without any contribution the Allotted Stock for which transfer restriction has not been
removed.

Proposal 5:

Payment of Retirement Benefits to Retiring Director

To Mr. Noriaki Hirose, a Director retiring for the reason of expiration of his term of office at the end of thisAnnual General Meeting of Shareholders, the Company proposes the payment of retirement benefits within the limitof a reasonable amount in line with predetermined provisions of the Company in order to compensate for his
contribution to the Company during his office term. The Company requests that decisions on the amount of andwhen and how to pay the retirement benefits to Mr. Hirose be entrusted to the Board of Directors.
As a part of its management reform, however, the Company decided to abolish the retirement benefits programfor Directors and Audit & Supervisory Board Members as of the end of the 59th Annual General Meeting of
Shareholders held on June 29, 2004 and not to award any retirement benefits to Directors for the term of office later
than that date. Therefore, this proposal concerns the payment of retirement benefits for the contribution of Mr.
Hirose for his term of office up to the end of the 59th Annual General Meeting of Shareholders held on June 29,
2004.
The profile of the retiring director is as follows:

Noriaki Hirose

June
June
June

1999
2003
2004

June

2006

June
September
July

2008
2014
2017

Director of the Company
Director and Executive Officer of the Company
Representative Director and Managing Executive Officer of
the Company
Representative Director and Senior Managing Executive
Officer of the Company
Representative Director and President of the Company
Representative Director and Chairman of the Company
Director and Counselor of the Company (current position)