Note: This document has been translated from a part of the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the original shall prevail.

Stock Exchange Code: 1954
September 9, 2022

To Shareholders with Voting Rights:

Ryuichi Arimoto
Director and Chairman of the Company
NIPPON KOEI CO., LTD.

4, Kojimachi 5-chome, Chiyoda-ku, Tokyo, JapanNOTICE OF
THE 78TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
The 78th Ordinary General Meeting of Shareholders of NIPPON KOEI CO., LTD. (the “Company”) will be held
for the purposes as described below.
From the perspective of preventing the spread of COVID-19, for this General Meeting of Shareholders, as muchas possible, we request all shareholders to exercise your voting rights beforehand via the Internet or in writing, andmake careful judgments including about whether you should refrain from attending the meeting on the day.
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise yourvoting rights by 5:30 p.m. on Wednesday, September 28, 2022, Japan time.
1. Date and Time:
2. Place:

Thursday, September 29, 2022 at 10:00 a.m. Japan time
(Reception starts at 9:00 a.m.)
Head Office Meeting Room, 2F, Nippon Koei Building
4, Kojimachi 5-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 78th Fiscal Year
(July 1, 2021 - June 30, 2022)
2. Results of audits by the Accounting Auditor and the Audit & Supervisory
Board of the Consolidated Financial Statements
Proposals to be resolved:
Proposal 1:
Approval of a Share Transfer Plan
Proposal 2:
Partial Amendments to the Articles of Incorporation
Proposal 3:
Revisions to the Restricted Stock Compensation Plan for Directors
Proposal 4:
Election of 11 Directors
Proposal 5:
Election of 2 Audit & Supervisory Board Members
Proposal 6:
Election of 1 Substitute Audit & Supervisory Board Member(Note 1)
Please access the website (https://soukai.mizuho-tb.co.jp/) 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/english/ir/-1-

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

Approval of a Share Transfer Plan

The Board of Directors of the Company resolved, at the meeting held on August 12, 2022, to establish a pureholding company (wholly owning parent company) called “Integrated Design & Engineering Holdings Co., Ltd.,”of which the Company will become a wholly owned subsidiary via a sole share transfer (“Share Transfer”) effective
July 3, 2023 (scheduled). This resolution was made after preparing a plan for the transfer of shares under thisscheme (the “Share Transfer Plan”). The Company requests the approval of shareholders for the Share Transfer
Plan. The reasons for implementing the Share Transfer, and the details of the Share Transfer Plan, etc. are described
below.
1. Reasons for Implementing the Share Transfer Plan
(1) Background to the transition to a holding company structure
Since its establishment in 1946, the management philosophy of the Nippon Koei Group has been to “Act withintegrity and contribute to society through technology and engineering.” As a leading company in the field of civilengineering consulting, the Group has developed a range of businesses that help to build the social capital
supporting safe and reliable infrastructure and pleasant and prosperous everyday lives.
The business environment surrounding the Group is undergoing rapid change and there are growing
expectations and opportunities for growth. As well as the need for technological innovation and the creation ofadded value through the digital transformation, the increasing promotion of measures to build more robust
infrastructure aimed at making nations and regions more resilient to natural disasters, increasing demand forinfrastructure and urban development projects particularly in emerging economies, and growing interest in theenvironment and clean energy both in Japan and overseas all represent business opportunities for the Group.
The Group’s long-term management strategy looks forward to the year 2030 and is based on the concept of“Working together toward a future without boundaries.” Group strategy is founded on ensuring that we cancontinue to respond to the challenges facing society in the future, and we are aiming for further growth, positioning
three sectors as core businesses: the consulting business, the urban and spatial business, and the energy business.
Following deliberations on how to achieve our long-term management strategy, the Group has decided that thebest way to deepen management of the Group from a medium- to long-term perspective, and to make future growthmore certain, is to shift to a pure holding company structure. We have accordingly resolved to transition to a
structure in which the new holding company will be responsible for formulating overall group strategy andgovernance, allowing each Group company to pursue its business in an autonomous and dynamic fashion.
(2) Objectives of transition to a holding company structure and the group management structure to be realized
through the transitionA) Stronger governance and speedier decision-making
By transitioning to a pure holding company structure, our objectives are to further strengthen overall
governance of the Group as a whole and to speed up decision-making. The holding company will be a company
with nominating committee, etc. in order to promote the separation of supervision and execution of Groupmanagement, and will specialize in Group management and administration, with an oversight system comprisingnominating, compensation, and auditing committees, on which outside directors will make up more than half themembers. The holding company will be responsible for deciding the optimal allocation of management resources,
for designing functions and systems to maximize value as a group, and for formulating strategy and plans for
the Group. Making use of the management administration subsidiary that will be established, the holding
company will provide guidance and oversight of each Group company’s business and support the managementof each Group company.
B) Promotion of autonomy and collaboration
Group companies will be responsible for their own autonomous and dynamic decision-making and will carryout their business in line with Group strategy, pursuing improvements to revenue and profitability, andaccelerated development of new technology, and will formulate their own flexible and timely alliances and M&A
strategies. The new structure will also seek to strengthen cooperation among Group companies and to create
greater synergies as a group. By allowing each organization within the Group to make the best use of its
characteristics, and by building a system and organizational culture in which each organization can act and growautonomously, the Group aims to maximize its value as a group.
-2-C) Securing diversity
The Group will introduce a system of matrix management through collaboration between core businesses andregions (with Group companies mutually collaborating within each region), and will create a system to support
the autonomous growth of Group companies, including overseas subsidiaries. We will build a diverse global
governance structure, allowing each organization within the Group to make the most of its individual
characteristics to achieve solutions to challenges within each region.
(3) Holding company structure after transition
Under the umbrella of the pure holding company, Integrated Design & Engineering Holdings Co., Ltd., inaddition to the business administration subsidiary Nippon Koei Business Partners Co., Ltd, the new structure willcomprise four main companies, namely: a subsidiary for the consulting business (Nippon Koei Co., Ltd.), two
subsidiaries for the urban and spatial business (Nippon Koei Urban Space Co., Ltd, established on July 1, 2022,
and the British architecture and design company BDP Holdings Ltd. and its subsidiaries (“BDP”)), and a subsidiaryfor the energy business (Nippon Koei Energy Solution Co., Ltd.)(4) Method and procedures for transition to a holding company
The Company plans to transition to a pure holding company structure through the following method.
A) Step 1: Establishment of the holding company through a sole share transfer
The holding company will be established through a Share Transfer effective July 3, 2023, and the Company
will become a wholly owned subsidiary of the holding company.

B) Step 2: Reorganization of group companies after the establishment of the Holding Company
After the establishment of the holding company, in order to complete the transition to a pure holding company
structure, the Company’s subsidiaries will be reorganized, with the holding company as the direct equity holding
company. We will announce the concrete details and schedule for this reorganization as they are decided.

(5) Other details
Because the Company will become a wholly owned subsidiary of the holding company through the Share
Transfer, the shares of the Company will be delisted. However, it was resolved on August 12, 2022 that we will
apply to list the shares of the holding company on the Prime Market of the Tokyo Stock Exchange (TechnicalListing), which will be issued to shareholders in compensation for the shares of the Company. The date of thelisting is scheduled to be July 3, 2023, an effective date of the Share Transfer, subject to review and otherprocedures by Tokyo Stock Exchange.
2. Overview of the Share Transfer Plan
The content of the Share Transfer Plan is shown under “Share Transfer Plan Document (Copy)” below.
-3-

Share Transfer Plan Document (Copy)
Nippon Koei Co., Ltd. (the “Company”) hereby establishes the following share transfer plan (the “Plan”) for atransfer of shares (the “Share Transfer”) to establish Integrated Design & Engineering Holdings Co., Ltd. (the“New Company”) as a wholly owning parent company, of which the Company will become a wholly owned
subsidiary, via a sole share transfer.
Article 1. (Objectives, Trade Name, Head Office Address, Total Number of Issuable Shares, and other Matters to
be Determined in the Articles of Incorporation of the New Company)
1. The objectives, trade name, head office address, and total number of issuable shares shall be as specified
in the following paragraphs.
(1) Objectives
The objectives of the New Company shall be as set forth under Article 2 of the attached Articles ofIncorporation.
(2) Trade name
The trade name of the New Company shall be “ID&E HORUDINGUSU KABUSHIKIGAISHA,”
to be rendered in English as “Integrated Design & Engineering Holdings Co., Ltd.”(3) Head office address
The head office of the New Company shall be located in Chiyoda-ku, Tokyo.
(4) Total number of issuable shares
The total number of issuable shares of the New Company shall be 38,000,000 shares.
2. In addition to the matters specified above, the matters to be designated under the Articles ofIncorporation shall be as set forth under the attached Articles of Incorporation.
Article 2. (Names of the Directors and Accounting Auditor at the Time of Establishment of the New Company)
1. The names of the Directors at the time of the establishment of the New Company shall be as follows:
Director Ryuichi Arimoto
Director Hiroaki Shinya
Director Takayasu Tsuyusaki
Director Yasushi Hirusaki
Director Hiizu Ichikawa
Director Kazumasa Kusaka
Director Yoshiko Koizumi
Director Yoko Ishida
2. The name of the Accounting Auditor at the time of the establishment of the New Company shall be as
follows:
PricewaterhouseCoopers Aarata LLC
Article 3. (Shares of the New Company to be Delivered upon the Share Transfer, and the Allotment of these
Shares)1. The New Company shall deliver the same number of shares of its common stock to shareholders of
the Company registered or recorded on the Company’s shareholders’ register immediately prior to thepoint in time that the holding company acquires all the issued shares of the Company pursuant to the
Share Transfer (the “Record Time”) in exchange for shares of common stock issued by the Company
at the Record Time.
2. The shares delivered in accordance with the preceding paragraph shall be allotted to shareholders of
the Company as of the Record Time at the ratio of one share of common stock of the New Company
per share of common stock of the Company owned by each shareholder.
Article 4. (Amount of Stated Capital and Legal Capital Surplus of the New Company)
The amounts of stated capital and legal capital surplus of the New Company shall be as follows.
1. Stated capital:
7,500,000,000 yen
2. Legal capital surplus:
6,200,000,000 yen
3. Legal retained earnings:
0 yen
Article 5. (Date of Establishment of the New Company)
The establishment of the New Company shall be registered on July 3, 2023 (the “Date of Establishment of
the New Company”). However, this date may be changed by resolution of the Company’s Board of-4-

Directors where necessary due to the progress of procedures for the Share Transfer or where necessary forother causes.
Article 6. (General Meeting of Shareholders)
1. The Company shall hold a General Meeting of Shareholders on September 29, 2022 to approve thePlan and resolve necessary matters.
2. The Company may change the date of the General Meeting of Shareholders set forth in the previous
paragraph where necessary due to the progress of procedures for the Share Transfer or where necessary
for other causes.
Article 7. (Stock Exchange Listing of the New Company)
It is planned to list the shares of common stock issued by the New Company on the Prime Market of theTokyo Stock Exchange on the Date of Establishment of the New Company.
Article 8. (Administrator of the Shareholders’ Register of the New Company)
The administrator of the shareholders’ register of the New Company shall be Mizuho Trust & Banking Co.,
Ltd.
Article 9. (Cancellation of Treasury Shares)
The Company shall resolve, at a meeting of the Board of Directors to be held by the day prior to the Dateof Establishment of the New Company, to cancel the treasury shares held by the Company, within the limitsof practicality (including treasury shares purchased through the exercise of share purchase rights under
Article 806, Paragraph 1 of the Companies Act at the time of the Share Transfer), by the Record Time.
Article 10. (Changes in Circumstances)
The Company may amend the conditions of the Share Transfer, or cancel the Share Transfer, where amaterial change has occurred in the assets or business status of the Company, or where circumstances havearisen that significantly impede the execution of the Share Transfer, or where it has become extremely
difficult to achieve the purpose of the Share Transfer, after the formulation of the Plan and on or before theDate of Establishment of the New Company, due to natural disaster or other cause.
Article 11. (Effect of the Share Transfer Plan)
The Plan shall lose effect if the Company fails to obtain the approval of the Company’s General Meetingof Shareholders, or fails to obtain the permission of the relevant authorities stipulated by law or regulation.
August 12, 2022
The Company: Hiroaki Shinya, Representative Director and President
Nippon Koei Co., Ltd.
5-4 Kojimachi, Chiyoda-ku, Tokyo-5-

(Attachment)
Articles of Incorporation of Integrated Design & Engineering Holdings Co., Ltd.
Chapter 1. General Provisions
Article 1. Trade Name
The name of the Company is ID&E HORUDINGUSU KABUSHIKIGAISHA, to be rendered in English as
Integrated Design & Engineering Holdings Co., Ltd.
Article 2. Objectives
The objectives of the Company are to hold shares or equity interests in companies that carry out the following
businesses and foreign companies that carry out equivalent businesses, for the purpose of managing their businessactivities, and to carry out the following businesses:(1) Investigation, surveying, compensation, planning, design, execution of construction, construction
management, construction supervision, operation and maintenance, and other consulting businesses related
to civil engineering and construction(2) Investigation, observation, analysis, evaluation, planning, and other consulting businesses related to theenvironment(3) Land readjustment, urban development, redevelopment, and other urban development projects(4) Planning, architectural/structural/facilities design, project management, construction management, andfacilities management related to buildings and civil engineering structures(5) Manufacture, management, consulting and other energy management businesses related to electric energy,etc.
(6) Design, execution of construction, manufacture, procurement, construction supervision, leasing and salebusinesses related to facilities, instruments and equipment for electricity, electronics, communication andenergy, etc.
(7) Planning, development, provision and sale businesses of information services/software/hardware related tothe preceding items(8) Commissioning and agency services related to business management operations and accounting/humanresources/general affairs operations, etc.
(9) Sale, renting and leasing, mediation, management and assessment businesses related to real estate(10) Insurance agency businesses, human resources development businesses, worker dispatch businesses andemployment agency businesses(11) Investment in and financing of businesses incidental and related to the preceding items(12) Other businesses incidental and related to the preceding items
Article 3. Location of Head Office
The head office of the Company is located in Chiyoda-ku, Tokyo, Japan.
Article 4. Organs
As a company with a nominating committee, etc., the Company has the following organs, in addition to theGeneral Meeting of Shareholders and Directors:(1) Board of Directors(2) Nominating Committee, Audit Committee, and Compensation Committee(3) Executive Officers(4) Accounting Auditor
Article 5. Method of Public Notice
Public notices of the Company shall be posted electronically, with the proviso that when unavoidable
circumstances such as an accident make it impossible for a public notice to be posted electronically, the public
notice shall be published in the Nihon Keizai Shimbun.
Chapter 2. Shares
Article 6. Total Number of Issuable Shares
The total number of shares issuable by the Company shall be 38,000,000 shares.
-6-Article 7. Acquisition of Own Shares
The Company may acquire its own shares through market trading, etc., by a resolution of the Board of Directors,
pursuant to the provisions of Article 165, Paragraph 2 of the Companies Act.
Article 8. Number of Shares per Unit
One unit of shares of the Company shall be 100 shares.
Article 9. Limitation of the Rights of Shareholders Holding Less than One Unit of Shares
Shareholders who hold less than one unit of the Company’s shares may not exercise rights other than those rights
listed below:(1) The rights set out in each item of Article 189, Paragraph 2 of the Companies Act.
(2) The right to receive an allotment of share offerings or an allotment of share options for subscription.
Article 10. Share Handling Regulations
Procedures relating to the handling of shares of the Company, as well as charges and procedures for the exerciseof shareholders’ rights, shall be in accordance with the Share Handling Regulations determined by the Board of
Directors.
Article 11. Administrator of Shareholders’ Register
1. The Company shall appoint an administrator of the shareholders’ register.
2. The administrator of the shareholders’ register and the office or offices where he or she performs his or her
duties as such shall be determined by a resolution of the Board of Directors, or by an Executive Officerdelegated authority by the Board of Directors, and public notice of the same shall be given.
3. The administrator of the shareholders’ register shall undertake the preparation, storage and maintenance of theshareholders’ register and the share option registry, and these affairs shall not be handled by the Company.
Chapter 3. General Meeting of Shareholders
Article 12. Record Date
1. The Company shall deem only those shareholders holding voting shares of the Company whose names arelisted or recorded in the Company’s Shareholders’ Register at the close of business on the 30th day of June ofeach year to be shareholders entitled to exercise voting rights at the Ordinary General Meeting of Shareholders
for the fiscal year then ended.
2. In addition to the foregoing, the Company may, as and when considered necessary, by a resolution of the Boardof Directors, fix a record date upon giving prior public notice, and deem only those shareholders, or registeredpledgees of shares whose names are listed or recorded in the Company’s Shareholders’ Register at the close ofbusiness on the said record date, to be shareholders or registered pledgees of shares entitled to exercise or enjoy
their rights as such.
Article 13. Convening a Meeting of Shareholders
The Ordinary General Meeting of Shareholders shall be convened and held in September every year, andExtraordinary General Meetings of Shareholders shall be convened from time to time as necessary.
Article 14. Convener and the Chairman
1. Unless otherwise prescribed by law, the convener and the chairman of the General Meeting of Shareholders
shall be determined by a resolution of the Board of Directors in advance.2. Should the convener and thechairman be unable to act as the convener and the chairman at the General Meeting of Shareholders, another
Director, designated in the order previously determined by a resolution of the Board of Directors, shall act as
the convener and the chairman.
Article 15. Measures for Electronic Provision, etc.
1. The Company shall, when convening a General Meeting of Shareholders, provide information contained in the
Reference Documents for the General Meeting of Shareholders, etc. electronically.
2. Among the matters to be provided electronically, the Company may choose not to include all or part of thematters stipulated in the Ordinance of the Ministry of Justice in the paper copy to be sent to shareholders who
have requested it by the record date for voting rights.
Article 16. Voting by Proxy-7-

A shareholder may appoint another shareholder holding company voting rights to act as proxy in exercising his
or her vote, provided that the proxy submits a document establishing the right of representation to each General
Meeting of Shareholders.
Article 17. Method of Resolution
1. Unless otherwise prescribed by law and these Articles of Incorporation, all resolutions of a General Meetingof Shareholders must be passed by a majority vote of the shareholders who are present at the meeting andentitled to vote.
2. Resolutions to be made under Article 309, Paragraph 2 of the Companies Act, unless otherwise provided inthese Articles of Incorporation, shall require the presence of shareholders entitled to exercise their voting rights
and representing one-third or more of the voting rights of all shareholders, and shall be passed by two-thirdsof the voting rights of the shareholders who are present at the meeting.
Chapter 4. Directors and Board of Directors
Article 18. Number of Directors
The Company shall appoint up to fifteen (15) Directors.
Article 19. Election of Directors
1. The Directors shall be elected by resolution of the General Meeting of Shareholders.
2. The election of Directors shall require the presence of shareholders entitled to exercise their voting rights andrepresenting one-third or more of the voting rights of all shareholders, and a majority of the votes of theshareholders present at the meeting.
3. The election of Directors shall not be by cumulative voting.
Article 20. Term of Office of Directors
The term of office of the Directors shall expire upon complete adjournment of the last Ordinary General Meetingof Shareholders for the fiscal year ending within one (1) year after their election.
Article 21. Executive Directors
The Board of Directors may, by a resolution of the Board of Directors, elect Executive Directors such as a Director
and Chairman, Director and Vice Chairman, etc.
Article 22. Establishment of Board of Directors
1. The Company shall have a Board of Directors.
2. The Board of Directors shall make decisions regarding matters prescribed by law and other matters of businessexecution, and supervise the execution of duties by Directors and Executive Officers.
3. The Board of Directors may delegate authority for decisions on the business execution of the Company to
Executive Officers, except where otherwise stipulated by law or regulation.
4. All proceedings of the Board of Directors shall be governed by the Rules of the Board of Directors to be
determined by the Board of Directors.
Article 23. Convening a Meeting of the Board of Directors
1. Notice of the convening of a meeting of the Board of Directors shall be given to each Director at least four (4)days before the day set for such meeting; however, in case of emergency this period of notice may be shortened.
2. Where the consent of all Directors has been obtained, a meeting of the Board of Directors may be held without
following the procedures for convening a meeting.
Article 24. Resolutions of the Board of Directors
A resolution of the Board of Directors shall be passed by the affirmative vote of a majority of the Directors present
at the meeting, when those present constitute a majority of the Directors entitled to participate in voting.
Article 25. Omission of a Resolution by the Board of Directors
The Company shall deem that the Board of Directors has passed an affirmative resolution if all Directors of theBoard (those entitled to participate in voting on the matter to hand) express unanimous approval for the resolution
either in writing or by electronic record.
Article 26. Contract to Limit Liability of Directors
The Company may, in accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, enter
into a contract with a Director (with the exception of executive Directors, etc.) to limit liability associated with-8-

the actions listed under Article 423, Paragraph 1 of the said Act. However, the limit of liability based on such acontract shall be the amount prescribed by law.
Chapter 5. Nominating Committee, Audit Committee and Compensation Committee
Article 27. Selection of Committee Members
1. The members of the Nominating Committee, Audit Committee and Compensation Committee shall be selectedfrom among the Directors, by resolution of the Board of Directors.
2. The Nominating Committee, Audit Committee and Compensation Committee shall be chaired by a person
selected from among the Directors who are committee members, by resolution of the Board of Directors.
Article 28. Committee Rules
Matters concerning the Nominating Committee, Audit Committee and Compensation Committee shall be
determined based on the rules established for each committee by the Board of Directors, as well as on theprovisions of laws, regulations, these Articles of Incorporation, and other decisions of the Board of Directors.
Chapter 6. Executive Officers
Article 29. Election of Executive Officers
Executive Officers shall be elected by resolution of the Board of Directors.
Article 30. Term of Office of Executive Officers
The term of office of an Executive Officer shall expire on the final day of the last fiscal year ending within one(1) year after the resolution of the Board of Directors concerning his or her appointment comes into effect.
Article 31. Representative Executive Officer and Executive Officers with Special Titles
1. The Representative Executive Officer shall be selected by resolution of the Board of Directors.
2. In addition to the provisions of the previous paragraph, the Board of Directors may pass resolutions to selectExecutive Officers with special titles, such as Executive President, Executive Vice President, etc.
Chapter 7. Accounting Auditor(s)Article 32. Appointment of Accounting Auditors
The Company shall appoint Accounting Auditors.
Article 33. Election of Accounting Auditors
Accounting Auditors shall be elected by a resolution of the General Meeting of Shareholders.
Article 34. Term of Office of Accounting Auditors
1. The term of office of an Accounting Auditor shall expire upon complete adjournment of the last Ordinary
General Meeting of Shareholders for the fiscal year ending within one (1) year after his or her election.
2. In the absence of a resolution to the contrary passed at the Ordinary General Meeting of Shareholders referred
to in the preceding paragraph, the Accounting Auditor(s) shall be deemed to have been reelected at the said
Ordinary General Meeting of Shareholders.
Chapter 8. Accounting
Article 35. Fiscal YearThe fiscal year of the Company shall run from July 1st of each year to the following June 30th.
Article 36. Means of Determining Dividends of Surplus Funds, etc.
The Company shall determine dividends of surplus funds and other matters set out in each item of Article 459,
Paragraph 1 of the Companies Act by a resolution of the Board of Directors not subject to a resolution of theGeneral Meeting of Shareholders, except when otherwise prescribed by law.
Article 37. Record Date of Surplus Dividends
The Company shall pay dividends of surplus funds (hereinafter referred to as “dividends”) to those shareholders
and registered pledgees of shares whose names are listed or recorded in the Register of Shareholders at the closeof business on June 30th of that fiscal year.
-9-Article 38. Time Limit on Payment of Dividends
The Company shall be exempt from the duty to pay dividends after the lapse of a full five (5) years from the day
set for the payment. No interest shall be paid on unpaid dividends.
Supplementary Provisions
Article 1. Initial Fiscal Year
Notwithstanding the provisions of Article 35 of these Articles of Incorporation, the initial fiscal year shall run
from the date of establishment of the Company to June 30, 2024.
Article 2. Deletion of the Supplementary Provisions
These Supplementary Provisions shall be deleted at the conclusion of the first Ordinary General Meeting of
Shareholders of the Company.

- 10 -

3. Overview of Matters Set Forth under Each Item of Article 206 of the Regulations for Enforcement of theCompanies Act(1) Appropriateness of the Share Transfer consideration
1) The appropriateness of the number of shares to be delivered and their allotment
The Share Transfer will establish the holding company as the wholly owning parent company through asole share transfer, and there will be no change in the shareholding structure of the Company or the holding
company at the time of the Share Transfer. Therefore, with the principal concern that no disadvantage or
confusion should be caused to the shareholders of the Company, each shareholder will receive an allotmentof one share of the common stock of the holding company per share of the common stock of the Company
held at the time of the Share Transfer. For this reason, the share transfer ratio has not been calculated by athird-party agency.
The planned number of new shares to be delivered by the holding company under the Share Transfer is
15,058,503 shares. However, if there is a change in the total number of issued shares of the Company prior
to the Share Transfer taking effect, there will also be a change in the above number of new shares to bedelivered by the holding company.
The Company plans to cancel the shares of treasury stock it holds for which it is practical to do so, in
advance of the Share Transfer taking effect. Therefore, no shares of the common stock of the holding
company will be allotted or delivered for these shares.
2) Appropriateness of the amounts of stated capital and legal capital surplus
The amounts of stated capital and legal capital surplus of the holding company are set within the limitsprescribed by law and regulation, and the Company considers them appropriate in view of the holding
company’s objectives, scale, capital policy, and other factors.
(2) Wholly owned subsidiary via the Share Transfer
At present, no events have occurred that would materially affect the status of the Company’s assets, such as
the disposal of an important asset after the final day of the last fiscal year, the assumption of a significant obligation,or other events.

- 11 -

4. Directors of the Holding Company
The Directors of the holding company will be as follows:

Name(Date of birth)

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

1977 Joined the Company
2008 Deputy Director General of Corporate Management

Headquarters and General Manager of Corporate
Planning Department of the Company
June2009 Director and Executive Officer of the Company
Director General of Corporate Management
Headquarters and General Manager of Corporate
Planning Department of the Company
June
2011 Director General of Corporate Management
Headquarters and General Manager of Personnel &General Affairs Department of the Company
Ryuichi ArimotoJune
2012 Director and Managing Executive Officer of the(November 27, 1952)
Company
July
2012 Director General of Corporate Management
Headquarters and General Manager of Personnel
Department of the Company
September 2014 Representative Director and President of theCompanyJuly2021 Director and Chairman of the Company (current
position)[Significant concurrent positions]
・Chairman of the Engineering and Consulting Firms Association,
Japan(1) Number of sharesof the Company held(2) Number of sharesof the holding company
to be allotted(1) 28,026(2) 28,026[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, he was tasked with management of the Company as Representative
Director and President, and has achieved great results in global expansion of the Company Group and enhancement of its
corporate value by leveraging management capabilities with foresight. Based on his deep insight into corporate management,
he is currently tasked with management supervision as Chairman, while appropriately running Board of Directors meetings as
Chairman of the Board of Directors to advance the separation of business execution and management supervision, andcontributing to enhancing the Group’s governance as Chairman of the Nominating and Compensation Advisory Committee,
and the Company has judged that he will continue fulfilling appropriate duties in enhancing the long-term corporate value of
the Company. Due to the above, the Company has designated him as a candidate for Director of the holding company.

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Name(Date of birth)

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

Hiroaki Shinya(May 28, 1960)

1985 Joined the Company
2011 Senior General Manager of Watershed Management& Disaster Prevention Division, Domestic
Consulting Operations of the Company
July
2013 General Manager of Sendai Branch Office ofDomestic Consulting Operations of the Company
July2015 Executive Officer of the Company
February
2016 Deputy Director General of Domestic Consulting
Operations, General Manager of Business Planning
Office and General Manager of Tokyo Branch
Office of the Company
July2016 Acting Director General of Domestic Consulting
Operations, General Manager of Business Planning
Office and General Manager of Tokyo Branch
Office, Domestic Consulting Operations of theCompany
July
2017 Director General of Domestic Consulting
Operations of the Company
September 2017 Director and Executive Officer of the Company
July2018 Director and Managing Executive Officer of theCompany
July
2020 Director and Senior Managing Executive Officer of
the Company
Director General of Consulting Operations
Headquarters in charge of urban & spatial
development business of the Company
July2021 Representative Director and President of theCompany (current position)[Significant concurrent positions]
None(1) Number of sharesof the Company held(2) Number of sharesof the holding company
to be allotted(1) 11,328(2) 11,328[Reasons for selection]
Mr. Hiroaki Shinya has been engaged in the management of the Company as Director since September 2017 and isappropriately fulfilling these duties and responsibilities. Additionally, he has responded to clients with extensive expertise andintegrity, and after serving as Director General of Domestic Consulting Operations and Director General of Consulting
Operations Headquarters, he is currently leading the Company Group as Representative Director and President with strong
leadership and decision-making capacity. The Company has judged that his achievements and insights, based on a wealth ofoperational experience in overall management, are suitable for the advancement of the Group management and strengtheningof corporate governance. Due to the above, the Company has designated him as a candidate for Director of the holding
company.

- 13 -

Name(Date of birth)

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

1979 Joined the Company
2012 Executive Officer of the Company

Deputy Director General of International
Consulting Operations of the Company
October
2015 Director General of Global Strategy Headquarters
and General Manager of Strategy Development
Office of the Company
July2016 Managing Executive Officer of the Company
May2017 Director General of Global Strategy Headquarters,
General Manager of Business Development Officeand General Manager of Singapore Office of theCompany
September 2017 Director and Managing Executive Officer of theCompany
July
2018 Director General of Global Strategy Headquartersof the Company
Takayasu Tsuyusaki(February 10, 1956) November 2018 Director General of Global Strategy Headquarters
and General Manager of Business Development
Office of the Company
July2019 Director and Senior Managing Executive Officer of
the Company
July2020 Director General of Business Promotion
Headquarters of the Company
July2021 Director and Executive Vice President of theCompanyJuly2022 Director and Vice President of the Company(current position)
In charge of Sustainability, NKG Global Expansion,and Health and Productivity Management of theCompany (current position)[Significant concurrent positions]
None(1) Number of sharesof the Company held(2) Number of sharesof the holding company
to be allotted(1) 12,563(2) 12,563[Reasons for selection]
Mr. Takayasu Tsuyusaki has been engaged in the management of the Company as Director since September 2017 and isappropriately fulfilling these duties and responsibilities. Additionally, after serving as Director General of Global Strategy
Headquarters, he currently serves as Director and Vice President and is appropriately fulfilling his duties 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 of the holding company.

- 14 -

Name(Date of birth)

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

Yasushi Hirusaki(May 18, 1962)

1985 Joined the Company
2014 Acting Senior General Manager of Global Support

Division and General Manager of Compliance
Office, International Consulting Operations of theCompany
October
2015 Acting General Manager of Corporate Planning
Department and General Manager of International
Group Management Office, Corporate Headquartersof the Company
October
2016 Acting Director General of Corporate Headquarters
and General Manager of Corporate Planning
Department of the Company
July2017 Executive Officer in charge of IR and Director
General of Corporate Headquarters and General
Manager of Personnel Department of the Company
September 2017 Director and Executive Officer of the Company
October
2018 In charge of IR and Director General of Corporate
Headquarters, General Manager of Personnel
Department and General Manager of the 75th
Anniversary Secretarial Office of the Company
July2020 Director and Managing Executive Officer of theCompany (current position)
In charge of IR and Director General of Corporate
Management Headquarters, and General Managerof the 75th Anniversary Secretarial Office of theCompanyJuly2022 In charge of IR and Director General of Corporate
Management Headquarters of the Company (current
position)[Significant concurrent positions]
None(1) Number of sharesof the Company held(2) Number of sharesof the holding company
to be allotted(1) 8,685(2) 8,685[Reasons for selection]
Mr. Yasushi Hirusaki has been engaged in the management of the Company as Director since September 2017 and isappropriately fulfilling these duties and responsibilities. Additionally, he currently serves as Director and Managing Executive
Officer (concurrently being in charge of IR and Director General of Corporate Management Headquarters). He oversees theCompany’s personnel, accounting, public relations, general affairs, and legal divisions, while appropriately fulfilling his duties
in management and control of the entire Company Group. Due to the above, the Company has designated him as a candidate
for Director of the holding company.

- 15 -

Name(Date of birth)

Hiizu Ichikawa(December 8, 1946)

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

1970 Joined The Mitsubishi Bank, Ltd.
1993 General Manager of Singapore Branch of The

June

1996 General Manager of Industrial Research

January

1997 General Manager of Sales Screening Department ofJune1999 Senior Executive Director of The Resolution and

June
June

2001 Senior Executive Director of Chiyoda Corporation
2004 Representative Director and Managing Director of

April

2010 Representative Director and Executive ViceJune

2014 Outside Corporate Auditor of The Hyakugo Bank,

September2014 Outside Director of the Company (current position)(1) Number of sharesof the Company held(2) Number of sharesof the holding company
to be allotted

Mitsubishi Bank, Ltd.

Department of The Bank of Tokyo-Mitsubishi, Ltd.
The Bank of Tokyo-Mitsubishi, Ltd.
Collection Corporation(1) 3,100(2) 3,100

Mitsubishi Motors Corporation

President of Mitsubishi Motors Corporation
Ltd.

[Significant concurrent positions]
None[Reasons for selection](Reasons for selection as a candidate for Outside Director and roles expected to be fulfilled)
Mr. Hiizu Ichikawa has experience in serving as General Manager of the Sales Screening Department of The Bank of TokyoMitsubishi, Ltd. (currently MUFG Bank, Ltd.), in addition to Senior Executive Director of The Resolution and Collection
Corporation, Senior Executive Director of Chiyoda Corporation, and Representative Director, Executive Vice President of
Mitsubishi Motors Corporation, and Outside Corporate Auditor of The Hyakugo Bank, Ltd. As Outside Director of theCompany since September 2014, he has 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 expects that in the future, while
increasing transparency of the Board of Directors of the holding company, he will continue contributing to strengthening
corporate governance. Due to the above, the Company has designated him as a candidate for Outside Director of the holding
company.

- 16 -

Name(Date of birth)

Kazumasa Kusaka(January 23, 1948)

Past experience, positions, responsibilities, and significant concurrent
positions
April
August1970 Joined Ministry of International Trade and Industry
2003 Commissioner of Agency for Natural Resources andJune

2004 Vice-Minister for International Affairs of MinistryJune2007 President of Japan Cooperation Center for the

February
October

2008 Special Advisor to the Cabinet
2009 Senior Vice President of Mitsubishi ElectricApril2011 Visiting Professor of Graduate School of Public(1) Number of sharesof the Company held(2) Number of sharesof the holding company
to be allotted

Energy, Ministry of Economy, Trade and Industryof Economy, Trade and Industry
Middle East
Corporation

Policy, The University of Tokyo
January
2013 President of The Foundation for International Tradeand Industrial Co-operation
April
2013 Chairman of Japan Economic Foundation
September 2015 Outside Director of the Company (current position)July2021 Advisor of Japan Economic Foundation (current
position)
President of Institute for International Trade andInvestment (current position)[Significant concurrent positions]
・President of Institute for International Trade and Investment(1) 6,700(2) 6,700[Reasons for selection](Reasons for selection as a candidate for Outside Director and roles expected to be fulfilled)
Mr. Kazumasa Kusaka has experience in serving as Vice-Minister for International Affairs of the Ministry of Economy, Tradeand Industry, in addition to President of the Japan Cooperation Center for the Middle East, Special Advisor to the Cabinet,
Senior Vice President of the Mitsubishi Electric Corporation, and President of The Foundation for International Trade andIndustrial Co-operation, and as Outside Director of the Company since September 2015, he has been monitoring themanagement of the Company Group from an objective viewpoint and wide perspective based on a wealth of experience andknowledge as a manager at the Ministry of Economy, Trade and Industry, etc. and the Company expects that in the future,
while increasing transparency of the Board of Directors of the holding company, he will continue contributing to strengthening
corporate governance. Due to the above, the Company has designated him as a candidate for Outside Director of the holding
company.

- 17 -

Name(Date of birth)

Past experience, positions, responsibilities, and significant concurrent
positionsApril

1972 Registered in bar association (The Daini Tokyo Bar

Association)
Joined Kikuchi Law and Patent Office
January
1980 Partner at Masuda & Ejiri Law Office (current
Nishimura & Asahi)May
2000 Chair of Women Business Lawyers Committee,
Inter-Pacific Bar Association (IPBA)
August2003 Expert Member of Food Safety Commission of
Japan
March
2007 Auditor at Bosch Corporation
January
2008 Counsel at Nishimura & Asahi
May
2008 Councilor of the International Civil andCommercial Law Centre Foundation
April
2009 Partner at City-Yuwa Partners (current position)
Yoshiko Koizumi
October
2012 Deputy Chair of the Government Procurement(September 25, 1943)
Review Board
April
2013 Director of the Japan Bar Association (current
position)June2015 Outside Director of Taiheiyo Cement Corporation(current position)
Outside Director of Dowa Holdings Co., Ltd.
(current position)
June
2016 Outside Auditor of Sumitomo Bakelite Co., Ltd.
September 2017 Outside Audit & Supervisory Board Member of theCompany (current position)[Significant concurrent positions]
・Partner at City-Yuwa Partners
・Outside Director of Taiheiyo Cement Corporation
・Outside Director of Dowa Holdings Co., Ltd.

(1) Number of sharesof the Company held(2) Number of sharesof the holding company
to be allotted

(1) 0
(2) 0

[Reasons for selection](Reasons for selection as a candidate for Outside Director and roles expected to be fulfilled)
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. Additionally, as Outside Audit & Supervisory Board Member, she has provided a variety of advice on
the Company’s management and the execution of duties by Directors from the perspectives of legal compliance and corporate
governance, and the Company expects her to continue to provide useful recommendations. Based on the above, the Company
has designated her as a candidate for Outside Director of the holding company. While Ms. Yoshiko Koizumi has never been
engaged in the management of companies in any way other than assuming the position 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 Director.

- 18 -

Name(Date of birth)

Past experience, positions, responsibilities, and significant concurrent
positionsJanuary

1991 General Manager of Planning & Marketing

Department of System Science Consultants Co.,Ltd.
November 1997 General Manager of Project Division Two of Koei
Research Institute International Corp.
April
2006 General Manager of Evaluation Unit ofInternational Development Center of Japan, an
Incorporated Foundation
April
2010 Executive Director of International Development
Center of Japan, a General Incorporated Foundation
General Manager of Evaluation Unit ofInternational Development Center of Japan Inc.
June
2015 Director of The Japan-Nepal Society (current
position)July
2015 Director of International Development Center ofJapan, a General Incorporated Foundation (current
position)
October
2015 Professor of Center for the Study of International
Cooperation in Education, Hiroshima University
April2016 Cooperating Teacher of Department of Educational
Development and Cultural and Regional Studies,
Graduate School for International
Development and Cooperation, Hiroshima
Yoko Ishida
University(September 2, 1957)
April
2017 Deputy Executive Director of Hiroshima University(current position)
November 2017 Director of The Japan Society for International
Development
November 2018 Vice President and Executive Director of The Japan
Evaluation Society (current position)
April
2020 In charge of International Education Development
Program, Division of Educational Sciences,
Graduate School of Humanities and Social
Sciences, Hiroshima University (current position)
September 2020 Outside Director of the Company (current position)
December2020 Auditor of The Japan Society for International
Development (current position)
April
2021 Director of Center for the Study of International
Cooperation in Education, Hiroshima University
April2022 Professor of Center for the Study of International
Cooperation in Education, IDEC Institute,
Hiroshima University (current position)[Significant concurrent positions]・Professor of Center for the Study of International Cooperation in
Education, IDEC Institute, Hiroshima University
・Deputy Executive Director of Hiroshima University(1) Number of sharesof the Company held(2) Number of sharesof the holding company
to be allotted(1) 1,200(2) 1,200[Reasons for selection](Reasons for selection as a candidate for Outside Director and roles expected to be fulfilled)
In addition to Ms. Ishida Yoko’s wealth of experience cultivated through the social development and business evaluation ofinternational cooperation projects at the International Development Center of Japan, etc., she possesses extensive insight fromthe pursuit of the integration of academics and practical application as a professor of the Center for the Study of International
Cooperation in Education at the IDEC Institute, Hiroshima University. The Company expects that she can utilize thisexperience to increase the soundness and transparency of the Board of Directors via a perspective independent from the
management team, and continue to provide constructive suggestions from a female viewpoint. Due to the above, the Company
has designated her as a candidate for Outside Director of the holding company. Although she has not previously been directly
involved in the management of companies, for the reasons stated above, the Company has judged that she will be able toappropriately fulfill her duties as an Outside Director.

(Notes)- 19 -

1.
2.

3.

4.

There are no special interests between each candidate for Director and the Company, and it is not expected that any special
interests will arise with the holding company.
Mr. Hiizu Ichikawa, Mr. Kazumasa Kusaka, Ms. Yoshiko Koizumi, and Ms. Yoko Ishida(1) Mr. Hiizu Ichikawa, Mr. Kazumasa Kusaka, Ms. Yoshiko Koizumi, and Ms. Yoko Ishida are candidates for Outside
Director of the holding company.
(2) The Company has designated Mr. Hiizu Ichikawa, Mr. Kazumasa Kusaka, Ms. Yoshiko Koizumi, and Ms. Yoko Ishidaas independent officers as stipulated by the Tokyo Stock Exchange and notified the Exchange to that effect. If these fourcandidates are appointed as Outside Directors of the holding company after its establishment, it is planned that theholding company should notify the Exchange of their designation as independent officers.
(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 this agreement, the limitation of damage liability of each Outside Director shall be theminimum liability amount stipulated by the Companies Act, if such Outside Director has performed his or her duties ingood faith and without gross negligence.
It is planned that the holding company should conclude a similar agreement with Mr. Hiizu Ichikawa, Mr. Kazumasa
Kusaka, Ms. Yoshiko Koizumi, and Ms. Yoko Ishida if they are appointed as Outside Directors of the holding company
after its establishment.
It is planned that the holding company, once established, should conclude a directors and officers liability insurance (D&O
Insurance) agreement as stipulated in Article 430-3, Paragraph 1 of the Companies Act with an insurance company, in order
to secure excellent human resources and to prevent the loss of confidence in the execution of duties.
Under this insurance agreement, it is planned that the insurance will cover damages and legal expenses to be borne by the
insured parties in the event of a claim for damages arising from acts (including a failure to act) committed by the insured
parties in the course of executing their duties (except where these correspond to certain exemptions specified in the insurance
agreement). The insurance premiums pertaining to this insurance agreement will be fully borne by the holding company.
If the election of each candidate is approved and each candidate assumes the office of Director or Outside Director of theholding company, it is planned that they will become insured parties under this insurance agreement.
The number of shares of the Company held by each candidate shown above is the number held as of June 30, 2022. The
number of shares of the holding company to be allotted shown above is the number based on the number of shares of theCompany held and the share transfer ratio. The number of shares of the holding company actually allotted may therefore vary
according to the number of shares of the Company held immediately prior to the date of establishment of the holding company.

- 20 -

5. Accounting Auditor of the Holding Company
The Accounting Auditor of the holding company will be as follows:
Name
Address of mainplace of businessHistory

Staffing

Capital(As of June 30, 2022)

PricewaterhouseCoopers Aarata LLC
Otemachi Park Building, 1-1-1 Otemachi, Chiyoda-ku, Tokyo
June 2006

Establishment of PricewaterhouseCoopers Aarata as a member
firm in Japan of PricewaterhouseCoopers (PwC)
July 2006 Commencement of operations
July 2015 Changed name in Japanese from “Aarata Kansa Hojin” to “PwC
Aarata Kansa Hojin”
July 2016 Converted to a limited liability audit corporation and changed
name to “PwC Aarata Yugen Sekinin Kansa Hojin” (English
name: PricewaterhouseCoopers Aarata LLC)
Partners
185
CPAs
877
Assistant CPAs
642
U.S. CPAs and other professionals
1,090
Clerks
98
Total
2,892
¥1,000 million(Note) PricewaterhouseCoopers Aarata LLC was selected as the candidate for Accounting Auditor of the holding company
based on a comprehensive judgment by the Company based on various factors, including that it possesses expertise andindependence, it is suitable as the Accounting Auditor, and its quality control systems ensure that accounting audits of
the holding company will be carried out properly and appropriately.

- 21 -

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for the Amendments(1) Abolition of the record date for voting rights at the Ordinary General Meeting of Shareholders
Under Article 11 of the current Articles of Incorporation, the Company has established provisions concerning
the record date for voting rights at the Ordinary General Meeting of Shareholders, in accordance with theprovisions of Article 124, Paragraph 3 of the Companies Act, to facilitate smooth administrative processes
associated with the convocation, etc. of the Ordinary General Meeting of Shareholders. However, if Proposal 1:
Approval of a Share Transfer Plan is approved at this General Meeting of Shareholders, and the Share Transfer
comes into effect on July 3, 2023 (planned), the holding company will become the Company’s sole shareholder,
and the provisions concerning the record date for voting rights at the Ordinary General Meeting of Shareholders
will become redundant.
The Company therefore proposes to abolish the record date system for voting rights at the Ordinary General
Meeting of Shareholders, delete Article 11 of the current Articles of Incorporation, and renumber the articles from
Article 12 onward accordingly.
These amendments to the Articles of Incorporation will take effect on June 30, 2023, conditional on theapproval and passing of Proposal 1, as originally proposed, by this General Meeting of Shareholders, and the Share
Transfer Plan remaining in force and the Share Transfer remaining uncancelled as of the day before June 30, 2023.
(2) Amendments associated with measures for electronic provision, etc.
The Company proposes to amend the Articles of Incorporation as follows, to allow for the system for electronic
provision of materials for General Meetings of Shareholders, pursuant to the enforcement of the amended
provisions stipulated in the proviso of Article 1 of the supplementary provisions of the “Act Partially Amending
the Companies Act” (Act No. 70 of 2019) on September 1, 2022
1) The proposed Article 13, Paragraph 1 provides that information contained in the Reference Documents for the
General Meeting of Shareholders, etc. will be provided electronically.
2) The purpose of the proposed Article 13, Paragraph 2 is to enable the Company to limit the scope of matters to
be included in the paper copy to be sent to shareholders who have requested it to the matters stipulated in the
Ordinance of the Ministry of Justice, among the information contained in the Reference Documents for the
General Meeting of Shareholders, etc. that is to be provided electronically.
3) With the introduction of the system for electronic provision of materials for General Meetings of Shareholders,the provisions of Article 14 of the current Articles of Incorporation (Disclosure via the Internet and Deemed
Provision of Reference Documents for the General Meeting of Shareholders, etc.) will become unnecessary
and will therefore be deleted.
4) Supplementary provisions will be established concerning the effect of the provisions deleted above.
2. Details of the Amendments
The details of the amendments are as follows:(Underlined sections indicate proposed amendments.)(This chart includes both amendments on September 29, 2022 and June 30, 2023.)
Current Articles of Incorporation
Proposed Amendments
Article 1 to Article 10 (Omitted)
Article 1 to Article 10 (Unchanged)
Article 11. Record Date
1. The Company shall deem only those shareholders
holding voting shares of the Company whose names
are listed or recorded in the Company’s
Shareholders’ Register at the close of business on
the 30th day of June of each year to be shareholders
entitled to exercise voting rights at the Ordinary
General Meeting of Shareholders for the fiscal year
then ended.

- 22 -(Deleted)

Current Articles of Incorporation
2. In addition to the foregoing, the Company may, as
and when considered necessary, by a resolution of
the Board of Directors, fix a record date upon giving
prior public notice, and deem only thoseshareholders, or registered pledgees of shares whosenames are listed or recorded in the Company’s
Shareholders’ Register at the close of business on
the said record date, to be shareholders or registeredpledgees of shares entitled to exercise or enjoy theirrights as such.
Article 12 and Article 13 (Omitted)

Proposed Amendments

Article 11 and Article 12 (Unchanged)

Article 14. Disclosure via the Internet and Deemed(Deleted)
Provision of Reference Documents for the General
Meeting of Shareholders, etc.
The Company may deem the disclosure via theInternet, under the provisions of the Ordinance ofthe Ministry of Justice, of information relating tomatters to be contained or indicated in the reference
documents for the General Meeting of Shareholders,business reports, accounting statements andconsolidated accounting statements when a general
meeting of shareholders is to be convened, to be theprovision of the said information to theshareholders.
(Newly established)
Article 13. Measures for Electronic Provision, etc.
1. The Company shall, when convening a General
Meeting of Shareholders, provide information
contained in the Reference Documents for the
GeneralMeetingof
Shareholders,etc.
electronically.
2. Among the matters to be provided electronically, theCompany may choose not to include all or part ofthe matters stipulated in the Ordinance of the
Ministry of Justice in the paper copy to be sent toshareholders who have requested it by the record
date for voting rights.
Article 15 to Article 43 (Omitted)
Article 14 to Article 42 (Unchanged)(Newly established)
Supplementary Provisions
1. Article 14 of the current Articles of Incorporation(Disclosure via the Internet and Deemed Provisionof Reference Documents for the General Meeting of
Shareholders, etc.) shall remain in force with respect
to a General Meeting of Shareholders to be held ona date within six months from September 1, 2022
(the “Effective Date”), which is the date ofenforcement of the amended provisions stipulated in
the proviso of Article 1 of the supplementaryprovisions of the Act Partially Amending theCompanies Act (Act No. 70 of 2019).
2. These supplementary provisions shall be deleted
after the lapse of six months from the Effective Dateor the lapse of three months from the date of thegeneral meeting of shareholders set forth in thepreceding paragraph, whichever is later.

(Reference)

The Company plans to pay the dividend of surplus (year-end dividend) for the fiscal year ending June 30, 2023 (July 1, 2022 to June30, 2023) to shareholders whose names are listed or recorded in the register of shareholders at the close of business on June 30, 2023, in
accordance with Article 42 of the current Articles of Incorporation (Article 41 of the Article of Incorporation after amendments).

- 23 -

Proposal 3: Revisions to the Restricted Stock Compensation Plan for Directors
At the 62nd Ordinary General Meeting of Shareholders held on June 28, 2007, the amount of compensation for
Directors other than Outside Directors of the Company was approved as “not exceeding an annual amount of 465
million yen” (not including salaries received in the capacity of an employee by Directors concurrently serving as
employees). Additionally, at the 73rd Ordinary General Meeting of Shareholders held on September 28, 2017, thetotal amount of monetary compensation claims payable to Directors other than Outside Directors (hereinafterreferred to as “Eligible Directors”) as compensation related to restricted stock and separate from the abovementioned compensation for Directors, was approved as “not exceeding an annual amount of 60 million yen,” witha maximum total of 50,000 shares of restricted stock to be allotted to Eligible Directors in each fiscal year.
As stated under Proposal 1: Approval of a Share Transfer Plan, the Company proposes to implement the Share
Transfer, effective July 3, 2023 (planned). If this proposal is approved and passed as originally proposed, it will
become necessary to revise the Restricted Stock Compensation Plan for Eligible Directors (hereinafter, “the Plan”).
Specifically, the Plan contains no provisions regarding the treatment of restricted stock in an organizational
restructuring, etc., in the event that restricted stock is issued after a proposal for organizational restructuring, etc.
is approved by the Company’s General Meeting of Shareholders. It is therefore necessary to newly establish
provisions stipulating the treatment in this case.
Accordingly, the Company requests approval for the following revisions to the Plan, conditional on the approvaland passing of Proposal 1, as originally proposed, by this General Meeting of Shareholders. (These revisions will
only amend section “(4) Treatment in the event of organizational restructuring, etc.” of “3. Details of the agreement
concerning allotment of Restricted Stock” of the Plan approved by the 73rd Ordinary General Meeting of
Shareholders held on September 28, 2017, shown below. No amendments will be made to any other part of thePlan, including the maximum total amount of compensation for allotting shares of restricted stock and the
maximum total number of shares of restricted stock to be allotted in each fiscal year.)This proposal will not change the maximum total amount of compensation for allotting shares of restricted
stock or the maximum total number of shares of restricted stock to be allotted in each fiscal year. The proposal
accords with the policy concerning the determination of compensation, etc. for individual Directors resolved by
the Company’s Board of Directors, and was decided by the Board of Directors upon deliberation by the Nominating
and Compensation Advisory Committee. The Company therefore believes it is reasonable. Moreover, theCompany does not plan to change the policy concerning the determination of compensation, etc. for individual
Directors, even if this proposal is approved.
At present, the Company has a total number of 11 Directors (including 3 Outside Directors). It will have a total
number of 11 Directors (including 3 Outside Directors) if Proposal 4 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 anagreement 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 theupper 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, thetotal 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- 24 -

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
Director of 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 the 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 be changed 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 Ordinary General Meeting ofStockholders of the Company (or by the Board of Directors of the Company, when approval at the Ordinary
General Meeting of Stockholders of the Company is not required) concerning concluding a contract of merger todissolve 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 theBoard of Directors of the Company the transfer restriction will be removed prior to the effective date of suchorganizational restructuring, etc., for a number of Allotted Stock to be determined in a reasonable manner basedon a period from the date the term of transfer restriction started to the date of approval of the organizational
restructuring, etc.
Notwithstanding the provisions above, in the event that Proposal 1: Approval of a Share Transfer Plan isapproved and passed by the Company’s 78th Ordinary General Meeting of Shareholders, the Share Transfer
designated under the Share Transfer Plan is implemented based on this approval, and the effective date of the Share
Transfer falls within the Transfer Restriction Period, by resolution of the Board of Directors of the Company thetransfer restriction will be removed prior to the effective date of the Share Transfer, for a number of Allotted Stockto be determined in a reasonable manner based on a period from the date the Transfer Restriction Period started tothe effective date of the Share Transfer.
In any of the cases described above, immediately after the transfer restriction is removed pursuant to the above,as a matter of course, the Company will acquire without any contribution the Allotted Stock for which the transfer
restriction has not been removed.
Note: The underlined sections indicate changes to the current provisions of the Plan.

- 25 -

Proposal 4:

Election of 11 Directors

The terms of office of 11 Directors will expire at the conclusion of this General Meeting of Shareholders.
Accordingly, the election of 11 Directors, inclusive of 3 Outside Directors, is proposed.
The candidates are as follows:

No.

1
2
3
4
5
6
7
8
9
10
11

[Reelection][Male][Reelection][Male][Reelection][Male][Reelection][Male][Reelection][Male][Reelection][Male][Reelection][Male][New
appointment][Male][Reelection][Male][Reelection][Male][Reelection][Female]Attendance atmeetings of theBoard of Directors
during the fiscal
year under review
18/18 meetings(100%)

Name

Current position at theCompany

Ryuichi Arimoto

Director and Chairman

Hiroaki Shinya

Representative Director andPresident

18/18 meetings(100%)

Takayasu Tsuyusaki

Director and Vice President

18/18 meetings(100%)

Representative Director andSenior Managing Executive
Officer
Director and Senior
Managing Executive Officer

13/13 meetings(100%)

Yasushi Hirusaki

Director and Managing
Executive Officer

18/18 meetings(100%)Tomohisa Fukuoka

Director and Managing
Executive Officer

13/13 meetings(100%)

Hiroshi Yokota

Managing Executive Officer―

Director

18/18 meetings(100%)

Director

18/18 meetings(100%)

Director

18/18 meetings(100%)

Haruhiko Kanai
Noriaki Yoshida

Hiizu Ichikawa
Kazumasa Kusaka
Yoko Ishida[Outside Director][Independent Officer][Outside Director][Independent Officer][Outside Director][Independent Officer]- 26 -

18/18 meetings(100%)

(Notes)
1.
2.

3.
4.

There are no special interests between each candidate for Director and the Company.
Messrs. Hiizu Ichikawa and Kazumasa Kusaka, and Ms. Yoko Ishida(1) Messrs. Hiizu Ichikawa and Kazumasa Kusaka, and Ms. Yoko Ishida 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 eight years
at the closing of this General Meeting of Shareholders. Mr. Kazumasa Kusaka currently serves as an Outside Directorof the Company, and the tenure of office as Director will be seven years at the closing of this General Meeting of
Shareholders. Ms. Yoko Ishida currently serves as an Outside Director of the Company, and her 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, and Ms. Yoko Ishida 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 this agreement, the limitation of damage liability of each Outside Director shall be the largerof 6 million yen 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 Messrs. Hiizu Ichikawa and Kazumasa Kusaka, and Ms.
Yoko Ishida if their elections are approved.
The attendance at meetings of the Board of Directors during the fiscal year of Messrs.Noriaki Yoshida and Tomohisa Fukuoka
is counted as eligible after they were elected in the Ordinary General Meeting of Shareholders on September 29, 2021.
In order to secure excellent human resources and to prevent the loss of confidence in the execution of duties, based on a
resolution of the Board of Directors, the Company has concluded a directors and officers liability insurance (D&O Insurance)
agreement as stipulated in Article 430-3, Paragraph 1 of the Companies Act with an insurance company, under which
Directors, Audit & Supervisory Board Members, Executive Officers, and employees in management positions (limited tothose appointed as important employees under the Companies Act) of the Company and its subsidiaries are insured.
Under this insurance agreement, the insurance covers damages and legal expenses to be borne by the insured parties in theevent of a claim for damages arising from acts (including a failure to act) committed by the insured parties in the course of
executing their duties. However, there are certain exemptions to ensure the appropriateness of the execution of duties by the
insured parties; for example, no coverage is provided if an insured party has committed an act with the knowledge that suchact is in violation of laws and regulations.
The insurance premiums pertaining to this insurance agreement are fully borne by the Company.
If the election of each candidate is approved and each candidate assumes the office of Director or Outside Director, they will
become insured parties under this insurance agreement. In addition, the Company intends to renew this insurance agreement
during their terms of office.

- 27 -

No.

Name(Date of birth)

Past experience, positions and responsibilities
April
July

1

1977 Joined the Company
2008 Deputy Director General of Corporate Management

Headquarters and General Manager of Corporate Planning
Department of the Company
June2009 Director and Executive Officer of the Company
Director General of Corporate Management Headquarters
and General Manager of Corporate Planning Departmentof the Company
June
2011
Director General of Corporate Management Headquarters
Ryuichi Arimotoand General Manager of Personnel & General Affairs(November 27, 1952)
Department of the Company
June2012 Director and Managing Executive Officer of the[Reelection]
Company[Tenure of office as July2012 Director General of Corporate Management Headquarters
Director at the closing
and General Manager of Personnel Department of theof this GeneralCompany
Meeting of
September 2014 Representative Director and President of the Company
Shareholders]July2021 Director and Chairman of the Company (current position)
13 years[Significant concurrent positions][Attendance at the ・Chairman of the Engineering and Consulting Firms Association, Japan

Number ofshares of theCompany held

28,026

Board of Directors
meetings]
18/18 meetings(100%)[Reasons for selection as a candidate for Director]
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, he was tasked with management of the Company as Representative
Director and President, and has achieved great results in global expansion of the Company Group and enhancement of its
corporate value by leveraging management capabilities with foresight. Based on his deep insight into corporate management,
he is currently tasked with management supervision as Chairman, while appropriately running Board of Directors meetings as
Chairman of the Board of Directors to advance the separation of business execution and management supervision, andcontributing to enhancing the Company’s governance as Chairman of the Nominating and Compensation Advisory Committee,
and the Company has judged that he will continue fulfilling appropriate duties in enhancing the long-term corporate value of
the Company. Due to the above, the Company has continued to designate him as a candidate for Director.

- 28 -

No.

Name(Date of birth)

Past experience, positions and responsibilities
April
April

2

1985 Joined the Company
2011 Senior General Manager of Watershed Management &Disaster Prevention Division, Domestic Consulting
Operations of the Company
July
2013 General Manager of Sendai Branch Office of Domestic
Consulting Operations of the Company
July2015 Executive Officer of the Company
February
2016 Deputy Director General of Domestic Consulting
Operations, General Manager of Business Planning Officeand General Manager of Tokyo Branch Office of theCompany
Hiroaki Shinya
July
2016
Acting Director General of Domestic Consulting(May 28, 1960)
Operations, General Manager of Business Planning Officeand General Manager of Tokyo Branch Office, Domestic[Reelection]
Consulting Operations of the Company
July
2017
Director General of Domestic Consulting Operations of[Tenure of office as
the Company
Director at the closing
September 2017 Director and Executive Officer of the Companyof this General
Meeting ofJuly
2018 Director and Managing Executive Officer of the
Shareholders]Company
5 yearsJuly
2020 Director and Senior Managing Executive Officer of theCompany[Attendance at the
Director General of Consulting Operations Headquarters
Board of Directors
in charge of urban & spatial development business of themeetings]
Company
18/18 meetings
July2021 Representative Director and President of the Company(100%)(current position)[Significant concurrent positions]
None

Number ofshares of theCompany held

11,328[Reasons for selection as a candidate for Director]
Mr. Hiroaki Shinya has been engaged in the management of the Company as Director since September 2017 and isappropriately fulfilling these duties and responsibilities. Additionally, he has responded to clients with extensive expertise andintegrity, and after serving as Director General of Domestic Consulting Operations and Director General of Consulting
Operations Headquarters, he is currently leading the Company Group as Representative Director and President with strong
leadership and decision-making capacity. The Company has judged that his achievements and insights, based on a wealth ofoperational experience in overall management, are suitable for the advancement of the Group management and strengtheningof corporate governance. Due to the above, the Company has continued to designate him as a candidate for Director.

- 29 -

No.

3

Name
(Date of birth)

Past experience, positions and responsibilities
April

1979 Joined the Company

June2012 Executive Officer of the Company

Deputy Director General of International Consulting
Operations of the Company
October
2015 Director General of Global Strategy Headquarters andGeneral Manager of Strategy Development Office of theCompany
July
2016 Managing Executive Officer of the Company
May2017 Director General of Global Strategy Headquarters,
General Manager of Business Development Office andGeneral Manager of Singapore Office of the Company
Takayasu Tsuyusaki September 2017 Director and Managing Executive Officer of the(February 10, 1956)
Company
July
2018 Director General of Global Strategy Headquarters of the[Reelection]
Company
November 2018 Director General of Global Strategy Headquarters and[Tenure of office as
General Manager of Business Development Office of the
Director at the closing
Companyof this General
July
2019
Director and Senior Managing Executive Officer of the
Meeting ofCompany
Shareholders]
July
2020
Director General of Business Promotion Headquarters of
5 years
the Company
2021 Director and Executive Vice President of the Company[Attendance at the July
Board of Directors July
2022 Director and Vice President of the Company (current
meetings]
position)
18/18 meetings
In charge of Sustainability, NKG Global Expansion, and(100%)
Health and Productivity Management of the Company(current position)[Significant concurrent positions]
None

Number ofshares of theCompany held

12,563[Reasons for selection as a candidate for Director]
Mr. Takayasu Tsuyusaki has been engaged in the management of the Company as Director since September 2017 and isappropriately fulfilling these duties and responsibilities. Additionally, after serving as Director General of Global Strategy
Headquarters, he currently serves as Director and Vice President and is appropriately fulfilling his duties in enriching new
businesses for global expansion of the Company Group. Due to the above, the Company has continued to designate him as a
candidate for Director.

- 30 -

No.

Name(Date of birth)

Past experience, positions and responsibilities
April
April

4

1982 Joined the Company
2011 Deputy Senior General Manager of Environmental

Solution Division, International Consulting Operations of
the Company
July2012 Senior General Manager of Environmental Solution
Division, International Consulting Operations of theCompany
September 2014 Executive Officer of the Company
Acting Senior General Manager of Asian Regional
Division, International Consulting Operations of theCompany
October
2015 Deputy Director General of International Consulting
Operations and Senior General Manager of Water
Haruhiko Kanai
Resources Division of the Company(March 1, 1958)
July
2016 Acting Director General of International Consulting
Operations of the Company[Reelection]
July
2017 Managing Executive Officer of the Company
Director General of International Consulting Operations[Tenure of office asof the Company
Director at the closing
September 2017 Director and Managing Executive Officer of theof this GeneralCompany
Meeting ofJuly2019 Director and Senior Managing Executive Officer of the
Shareholders]Company
5 years
September 2019 In charge of Technology Headquarters and Director
General of International Consulting Operations of the[Attendance at theCompany
Board of Directors
July2020 Acting Director General of Consulting Operations
meetings]
18/18 meetings
Headquarters of the Company(100%)
July
2021 Representative Director and Senior Managing Executive
Officer of the Company (current position)
Director General of Consulting Operations Headquartersof the Company (current position)[Significant concurrent positions]
None

Number ofshares of theCompany held

10,463[Reasons for selection as a candidate for Director]
Mr. Haruhiko Kanai has been engaged in the management of the Company as Director since September 2017 and isappropriately fulfilling these duties and responsibilities. Additionally, after being in charge of Technology Headquarters andserving as Director General of International Consulting Operations, he currently serves as Representative Director and Senior
Managing Executive Officer (Director General of Consulting Operations Headquarters) and is appropriately fulfilling his
duties in the future expansion of consulting operations of the Company Group, as well as management and control of theoverall business. Due to the above, the Company has continued to designate him as a candidate for Director.

- 31 -

No.

5

Name
(Date of birth)

Past experience, positions and responsibilities
April
April

1980 Joined the Company
2010 General Manager of Sapporo Branch Office, Domestic

April2013 General Manager of Operations Planning Office,April

2014 Senior General Manager of Infrastructure Management

Number ofshares of theCompany held

Consulting Operations of the Company

Domestic Consulting Operations of the Company

Division, Domestic Consulting Operations of theCompany
September 2014 Executive Officer of the Company
Noriaki Yoshida
April
2018 Deputy Director General of Domestic Consulting(January 15, 1958)
Operations of the Company
July
2019
Managing Executive Officer of the Company[Reelection]
Senior General Manager of Urban & Spatial Development
Division of the Company[Tenure of office as
July
2020
Director General of Urban & Spatial Development
Director at the closing
Headquarters of the Company (current position)of this General
September 2021 Director and Managing Executive Officer of the
Meeting of
Shareholders]Company
1 yearJuly2022 Director and Senior Managing Executive Officer of theCompany (current position)[Attendance at theRepresentative Director and President of Nippon Koei
Board of Directors
Urban Space Co., Ltd. (current position)
meetings][Significant concurrent positions]
13/13 meetings
・Representative Director and President of Nippon Koei Urban Space Co.,
(100%)
Ltd.

6,101[Reasons for selection as a candidate for Director]
Mr. Noriaki Yoshida has been engaged in execution of businesses of the Company as Executive Officer since September 2014
and is appropriately fulfilling these duties and responsibilities. Additionally, after serving as Senior General Manager ofInfrastructure Management Division, Domestic Consulting Operations and Deputy Director General of Domestic Consulting
Operations, he has been engaged in the management of the Company as Director since September 2021, and currently serves
as Director General of Urban & Spatial Development Headquarters and is fulfilling his duties in promoting the businessexpansion of the Company Group in its urban & spatial development business. Due to the above, the Company has continued
to designate him as a candidate for Director.

- 32 -

No.

Name(Date of birth)

Past experience, positions and responsibilities
April
October

6

1985 Joined the Company
2014 Acting Senior General Manager of Global Support

Division and General Manager of Compliance Office,International Consulting Operations of the Company
October
2015 Acting General Manager of Corporate Planning
Department and General Manager of International GroupManagement Office, Corporate Headquarters of theCompany
October
2016 Acting Director General of Corporate Headquarters andGeneral Manager of Corporate Planning Department of
the Company
Yasushi Hirusaki
July
2017
Executive Officer in charge of IR and Director General of(May 18, 1962)
Corporate Headquarters and General Manager of
Personnel Department of the Company[Reelection]
September 2017 Director and Executive Officer of the Company
2018 In charge of IR and Director General of Corporate[Tenure of office as October
Headquarters, General Manager of Personnel Department
Director at the closing
and General Manager of the 75th Anniversary Secretarialof this General
Meeting ofOffice of the Company
Shareholders]July2020 Director and Managing Executive Officer of the
5 years
Company (current position)
In charge of IR and Director General of Corporate[Attendance at theManagement Headquarters, and General Manager of theBoard of Directors
75th Anniversary Secretarial Office of the Company
meetings]July2022 In charge of IR and Director General of Corporate
18/18 meetings
Management Headquarters of the Company (current(100%)
position)[Significant concurrent positions]
None

Number ofshares of theCompany held

8,685

[Reasons for selection as a candidate for Director]
Mr. Yasushi Hirusaki has been engaged in the management of the Company as Director since September 2017 and isappropriately fulfilling these duties and responsibilities. Additionally, he currently serves as Director and Managing Executive
Officer (concurrently being in charge of IR, Director General of Corporate Management Headquarters). He oversees theCompany’s personnel, accounting, public relations, general affairs, and legal divisions, while appropriately fulfilling his duties
in management and control of the entire Company Group. Due to the above, the Company has continued to designate him as a
candidate for Director.

- 33 -

No.

Name(Date of birth)

Past experience, positions and responsibilities
April
May

7

1988 Joined the Company
2009 General Manager of Airport and Port Department,

Transportation Division, Domestic Consulting Operationsof the Company
April2015 Deputy Senior General Manager of Transportation
Division and General Manager of Airport and Port
Department, Domestic Consulting Operations of theCompany
July
2017 Senior General Manager of Social Systems Division,
Tomohisa Fukuoka
Domestic Consulting Operations of the Company(June 5, 1963)
April
2018 Senior General Manager of Infrastructure Engineering
Division, Domestic Consulting Operations of the[Reelection]
Company
July
2018 Executive Officer of the Company[Tenure of office as July
2020 Managing Executive Officer of the Company
Director at the closing
Deputy Director General of Consulting Operationsof this General
Headquarters and Director General of Infrastructure
Meeting ofEngineering Operations of the Company
Shareholders]July2021 Deputy Director General of Consulting Operations
1 yearHeadquarters of the Company
September
2021
Director and Managing Executive Officer of the[Attendance at theCompany (current position)
Board of Directors
July
2022
Acting Director General of Consulting Operations
meetings]
Headquarters of the Company (current position)
13/13 meetings[Significant
concurrent
positions](100%)
None

Number ofshares of theCompany held

3,501

[Reasons for selection as a candidate for Director]
Mr. Tomohisa Fukuoka has been engaged in execution of businesses of the Company as Executive Officer since July 2018 andis appropriately fulfilling these duties and responsibilities. Additionally, after serving as Senior General Manager of Social
Systems Division, Domestic Consulting Operations and Senior General Manager of Infrastructure Engineering Division,
Domestic Consulting Operations, he has been engaged in the management of the Company as Director since September 2021,
and currently serves as Acting Director General of Consulting Operations Headquarters and is fulfilling his duties in promoting
the business expansion of the Company Group in its domestic consulting business. Due to the above, the Company has
continued to designate him as a candidate for Director.

- 34 -

No.

Name(Date of birth)
April
April

1982 Joined the Company
2011 General Manager of Technology Planning Office,April

2016 Deputy Director General of Domestic Consulting

July
April

2016 Executive Officer of the Company
2018 Senior General Manager of Energy Division of theJuly2020 Managing Executive Officer of the Company (current

Number ofshares of theCompany held

Domestic Consulting Operations of the Company
Operations of the Company
Company

position)
Director General of Solution Operations and Senior
General Manager of Development & Operation Division,[New appointment]
Energy Headquarters of the Company
July2022 Director General of Energy Headquarters of the Company(current position)[Significant concurrent positions]
None
Hiroshi Yokota(October 15, 1959)

8

Past experience, positions and responsibilities

7,800[Reasons for selection as a candidate for Director]
Mr. Hiroshi Yokota has been engaged in execution of businesses of the Company as Executive Officer since July 2016 and isappropriately fulfilling these duties and responsibilities. Additionally, after serving as Deputy Director General of Domestic
Consulting Operations, Senior General Manager of Energy Division and Director General of Solution Operations, Energy
Headquarters, he currently serves as Director General of Energy Headquarters and is appropriately fulfilling his duties inmanaging and controlling the future expansion of the energy business of the Company Group and all aspects of the business.
Due to the above, the Company has designated him as a candidate for Director.

- 35 -

No.

Name(Date of birth)

Hiizu Ichikawa(December 8, 1946)[Reelection][Outside Director][Independent]

9

Past experience, positions and responsibilities
April
May

1970 Joined The Mitsubishi Bank, Ltd.
1993 General Manager of Singapore Branch of The Mitsubishi

June

1996 General Manager of Industrial Research Department ofJanuary

1997 General Manager of Sales Screening Department of The

June

1999 Senior Executive Director of The Resolution and

June
June

2001 Senior Executive Director of Chiyoda Corporation
2004 Representative Director and Managing Director of

April

2010 Representative Director and Executive Vice President of

June
September2014 Outside Corporate Auditor of The Hyakugo Bank, Ltd.
2014 Outside Director of the Company (current position)

Number ofshares of theCompany held

Bank, Ltd.

The Bank of Tokyo-Mitsubishi, Ltd.
Bank of Tokyo-Mitsubishi, Ltd.
Collection Corporation

Mitsubishi Motors Corporation
Mitsubishi Motors Corporation

3,100[Tenure of office as [Significant concurrent positions]
Director at the closing Noneof this General
Meeting of
Shareholders]
8 years[Attendance at theBoard of Directors
meetings]
18/18 meetings(100%)[Reasons for selection as a candidate for Outside Director and roles expected to be fulfilled]
Mr. Hiizu Ichikawa has experience in serving as General Manager of the Sales Screening Department of The Bank of TokyoMitsubishi, Ltd. (currently MUFG Bank, Ltd.), in addition to Senior Executive Director of The Resolution and Collection
Corporation, Senior Executive Director of Chiyoda Corporation, and Representative Director, Executive Vice President of
Mitsubishi Motors Corporation, and Outside Corporate Auditor of The Hyakugo Bank, Ltd. As Outside Director of theCompany since September 2014, he has 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 expects that in the future, while
increasing transparency of the Board of Directors of the Company, he will continue contributing to strengthening corporate
governance. Due to the above, the Company has continued to designate him as a candidate for Outside Director.

- 36 -

No.

Name(Date of birth)

Past experience, positions and responsibilities
April
August1970 Joined Ministry of International Trade and Industry
2003 Commissioner of Agency for Natural Resources andJune

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

Kazumasa Kusaka(January 23, 1948)

February
OctoberApril

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

January

2013 President of The Foundation for International Trade and[Outside Director]

April
SeptemberJuly

2013 Chairman of Japan Economic Foundation
2015 Outside Director of the Company (current position)
2021 Advisor of Japan Economic Foundation (current position)[Independent]

Number ofshares of theCompany held

Energy, Ministry of Economy, Trade and Industry
Economy, Trade and Industry
East

The University of Tokyo
Industrial Co-operation

6,700

President of Institute for International Trade and[Tenure of office as
Investment (current position)
Director
at the closing
10[Significant concurrent positions]of this General
・President of Institute for International Trade and Investment
Meeting of
Shareholders]
7 years[Attendance at theBoard of Directors
meetings]
18/18 meetings(100%)[Reasons for selection as a candidate for Outside Director and roles expected to be fulfilled]
Mr. Kazumasa Kusaka has experience in serving as Vice-Minister for International Affairs of the Ministry of Economy, Tradeand Industry, in addition to President of the Japan Cooperation Center for the Middle East, Special Advisor to the Cabinet,
Senior Vice President of the Mitsubishi Electric Corporation, and President of The Foundation for International Trade andIndustrial Co-operation, and as Outside Director of the Company since September 2015, he has been monitoring themanagement of the Company Group from an objective viewpoint and wide perspective based on a wealth of experience andknowledge as a manager at the Ministry of Economy, Trade and Industry, etc. and the Company expects that in the future,
while increasing transparency of the Board of Directors of the Company, he will continue contributing to strengthening
corporate governance. Due to the above, the Company has continued to designate him as a candidate for Outside Director.

- 37 -

No.

Name(Date of birth)

Past experience, positions and responsibilities
January

1991 General Manager of Planning & Marketing Department ofNovember

1997 General Manager of Project Division Two of Koei

April

2006 General Manager of Evaluation Unit of International

Number ofshares of theCompany held

System Science Consultants Co., Ltd.
Research Institute International Corp.

Development Center of Japan, an Incorporated
Foundation
April
2010 Executive Director of International Development Centerof Japan, a General Incorporated Foundation
General Manager of Evaluation Unit of International
Development Center of Japan Inc.
June
2015 Director of The Japan-Nepal Society (current position)
Yoko Ishida2015 Director of International Development Center of Japan, a(September 2, 1957) July
General Incorporated Foundation (current position)
October
2015
Professor of Center for the Study of International[Reelection]
Cooperation in Education, Hiroshima University
April
2016
Cooperating Teacher of Department of Educational[Outside Director]
Development and Cultural and Regional Studies,
Graduate School for International Development and[Independent]
Cooperation, Hiroshima University
2017 Deputy Executive Director of Hiroshima University[Tenure of office as April
Director at the closing(current position)of this GeneralNovember 2017 Director of The Japan Society for International
Meeting ofDevelopment
Shareholders]November 2018 Vice President and Executive Director of The Japan
2 years
Evaluation Society (current position)11
April2020 In charge of International Education Development[Attendance at theProgram, Division of Educational Sciences, Graduate
Board of Directors
School of Humanities and Social Sciences, Hiroshimameetings]
University (current position)
18/18 meetings
September 2020 Outside Director of the Company (current position)(100%)
December2020 Auditor of The Japan Society for International
Development (current position)
April
2021 Director of Center for the Study of International
Cooperation in Education, Hiroshima University
April2022 Professor of Center for the Study of International
Cooperation in Education, IDEC Institute, Hiroshima
University (current position)[Significant concurrent positions]・Professor of Center for the Study of International Cooperation in
Education, IDEC Institute, Hiroshima University
・Deputy Executive Director of Hiroshima University

1,200[Reasons for selection as a candidate for Outside Director and roles expected to be fulfilled]
In addition to Ms. Ishida Yoko’s wealth of experience cultivated through the social development and business evaluation ofinternational cooperation projects at the International Development Center of Japan, etc., she possesses extensive insight fromthe pursuit of the integration of academics and practical application as a professor of the Center for the Study of International
Cooperation in Education at the IDEC Institute, Hiroshima University. The Company believes that she can utilize thisexperience to increase the soundness and transparency of the Board of Directors via a perspective independent from the
management team, and provide constructive suggestions from a female viewpoint. Due to the above, the Company has
continued to designate her as a candidate for Outside Director. Although she has not previously been directly involved in the
management of companies, for the reasons stated above, the Company has judged that she will be able to appropriately fulfill
her duties as an Outside Director.

- 38 -

Proposal 5:

Election of 2 Audit & Supervisory Board Members

The term of office of Audit & Supervisory Board Members Mr. Yoshizo Goto and Mr. Naoki Honjo will expire
at the conclusion of this General Meeting of Shareholders. Accordingly, the election of 2 Audit & Supervisory
Board Members is proposed.
The Audit & Supervisory Board has previously given its approval to this proposal.
The candidates are as follows:
No.

Name
(Date of birth)

Past experience and positions
April
October

1982 Joined the Company
2011 General Manager of Revenue Management Office andGeneral Manager of Compliance Office, International
Consulting Operations of the Company
June2013 General Manager of Internal Auditing Office of theCompany
July
2015 Deputy Director General of International Consulting
Operations of the Company
Yoshizo Goto
October
2015 Deputy Director General of International Consulting(June 15, 1959)
Operations and General Manager of Compliance Office of
the Company[Reelection]
July
2017 Deputy Director General of International Consulting
Operations, General Manager of Compliance Office and[Tenure of office as
General Manager of Safety & Health Management Office,
Audit & Supervisory
Technical Management Division of the Company
Board Member at theJuly2018 Deputy Director General of International Consulting
closing of this General
Operations of the Company
Meeting of
September 2018 Audit & Supervisory Board Member of the Company
Shareholders]1(current position)
4 years[Significant concurrent positions][Attendance at the None

Number ofshares of theCompany held

6,200

Board of Directors
meetings]
18/18 meetings(100%)[Attendance at the
Audit & Supervisory
Board meetings]
15/15 meetings(100%)[Reasons for selection as a candidate for Audit & Supervisory Board Member]
Mr. Yoshizo Goto has appropriately audited the Company’s management and the execution of duties by Directors as an
Audit & Supervisory Board Member since September 2018. After overseeing the audit of duties as General Manager of theInternal Auditing Office since 2013, he was engaged in areas of departmental control such as revenue management,compliance, and safety management as Deputy Director General of International Consulting Operations. He has utilized
this experience to accurately audit operations and is expected to continue to strengthen the Company’s auditing framework.
Due to the above, the Company has continued to designate him as a candidate for Audit & Supervisory Board Member.

- 39 -

Name(Date of birth)

No.

Past experience and positions
April
June

1978 Joined the Company
2011 Executive Officer of the Company

Deputy Director General of Corporate Headquarters andGeneral Manager of Finance & Accounting Departmentof the Company
September 2014 Director and Executive Officer of the Company
Acting Director General of Corporate Headquarters andGeneral Manager of Finance & Accounting Department of
the Company
Naoki Honjo(July 3, 1954)
October
2014 Acting Director General of Corporate Headquarters of theCompany[Reelection]
April
2015 Acting Director General of Corporate Headquarters andGeneral Manager of Finance & Accounting Department[Tenure of office asof the Company
Audit & Supervisory July
2015 Director General of Corporate Headquarters and General
Board Member at theManager of Finance & Accounting Department of theclosing of this GeneralCompany
Meeting of
September 2015 Director General of Corporate Headquarters of the
Shareholders]Company
4 years2
September 2017 Special Adviser of the Company
September 2018 Audit & Supervisory Board Member of the Company[Attendance at theBoard of Directors(current position)
meetings][Significant concurrent positions]
18/18 meetings
None

Number ofshares of theCompany held

7,800

(100%)[Attendance at the
Audit & Supervisory
Board meetings]
15/15 meetings(100%)[Reasons for selection as a candidate for Audit & Supervisory Board Member]
Mr. Naoki Honjo has appropriately audited the Company’s management and the execution of duties by Directors as an
Audit & Supervisory Board Member since September 2018. He was engaged in corporate management of the Company as
Director from September 2014 to September 2017, appropriately fulfilling these duties and responsibilities. After retirementfrom the position of Director, he has provided guidance to operations within Corporate Headquarters from diverse
viewpoints. He has utilized this wealth of operational experience and broad knowledge in finance and accounting toaccurately audit operations and is expected to continue to strengthen the Company’s auditing framework. Due to the above,
the Company has continued to designate him as a candidate for Audit & Supervisory Board Member.
(Notes)1.
2.

There are no special interests between each candidate for Audit & Supervisory Board Member and the Company.
In order to secure excellent human resources and to prevent the loss of confidence in the execution of duties, based on a
resolution of the Board of Directors, the Company has concluded a directors and officers liability insurance (D&O Insurance)
agreement as stipulated in Article 430-3, Paragraph 1 of the Companies Act with an insurance company, under which
Directors, Audit & Supervisory Board Members, Executive Officers, and employees in management positions (limited tothose appointed as important employees under the Companies Act) of the Company and its subsidiaries are insured.
Under this insurance agreement, the insurance covers damages and legal expenses to be borne by the insured parties in theevent of a claim for damages arising from acts (including a failure to act) committed by the insured parties in the course of
executing their duties. However, there are certain exemptions to ensure the appropriateness of the execution of duties by the
insured parties; for example, no coverage is provided if an insured party has committed an act with the knowledge that suchact is in violation of laws and regulations.
The insurance premiums pertaining to this insurance agreement are fully borne by the Company.
If the election of each candidate is approved and each candidate assumes the office of Audit & Supervisory Board Member,they will become insured parties under this insurance agreement. In addition, the Company intends to renew this insurance
agreement during their terms of office.

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Proposal 6:

Election of 1 Substitute Audit & Supervisory Board Member

The effect of election of Substitute Audit & Supervisory Board Member Mr. Kazuhiko Yamagishi, who waselected at the 77th Ordinary General Meeting of Shareholders held on September 29, 2021 will expire at the
beginning of this General Meeting of Shareholders. In preparation for 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 and positions
April

1984 Registered in bar association (The Daini Tokyo Bar

September
March
April
June

1995 Registered as an attorney in New York1998 Partner at Asahi Law Offices (current position)2008 Director of Yamato Saiken Kanri Kaishu Co., Ltd.
2015 Outside Auditor of NEW COSMOS ELECTRIC CO.,June

2019 Outside Corporate Auditor of Sumitomo Bakelite Co.,

Number ofshares of theCompany held

Association)

LTD. (current position)0

Ltd. (current position)
Kazuhiko Yamagishi[Significant
concurrent
positions](April 19, 1956)[Outside Member][Independent]

・Partner at Asahi Law Offices
・Outside Auditor of NEW COSMOS ELECTRIC CO., LTD.
・Outside Corporate Auditor of Sumitomo Bakelite Co., Ltd.

[Reasons for selection as a candidate for Substitute Outside Audit & Supervisory Board Member]
Mr. Kazuhiko Yamagishi possesses specialized knowledge regarding overall law including corporate law as an attorney, andthe Company has judged that he can appropriately audit the execution of duties by Directors from an objective and fairstandpoint. Due to the above, the Company has designated him as a candidate for Substitute Audit & Supervisory Board
Member.

(Notes)1.
2.

3.

There are no special interests between Mr. Kazuhiko Yamagishi and the Company.
Mr. Kazuhiko Yamagishi(1) Mr. Kazuhiko Yamagishi is a candidate for Substitute Outside Audit & Supervisory Board Member.
(2) Mr. Kazuhiko Yamagishi satisfies the prerequisites for independent officer stipulated by the Tokyo Stock Exchange, andthe Company will submit an Independent Directors/Auditors Notification if he assumes office as Audit & Supervisory
Board Member.
(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 yen or the minimum liability amountstipulated by the Companies Act, if such Outside Audit & Supervisory Board Member has performed his or her duties
in good faith and without gross negligence.
If Mr. Kazuhiko Yamagishi assumes office as Outside Audit & Supervisory Board Member, the Company intends tonewly conclude an agreement containing the above contents.
In order to secure excellent human resources and to prevent the loss of confidence in the execution of duties, based on a
resolution of the Board of Directors, the Company has concluded a directors and officers liability insurance (D&O Insurance)
agreement as stipulated in Article 430-3, Paragraph 1 of the Companies Act with an insurance company, under which
Directors, Audit & Supervisory Board Members, Executive Officers, and employees in management positions (limited tothose appointed as important employees under the Companies Act) of the Company and its subsidiaries are insured.
Under this insurance agreement, the insurance covers damages and legal expenses to be borne by the insured parties in theevent of a claim for damages arising from acts (including a failure to act) committed by the insured parties in the course of
executing their duties. However, there are certain exemptions to ensure the appropriateness of the execution of duties by the
insured parties; for example, no coverage is provided if an insured party has committed an act with the knowledge that suchact is in violation of laws and regulations.
The insurance premiums pertaining to this insurance agreement are fully borne by the Company.
If Mr. Kazuhiko Yamagishi assumes the office of Outside Audit & Supervisory Board Member, he will become an insured
party under this insurance agreement. In addition, the Company intends to renew this insurance agreement at the time of next
renewal.

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