Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the Japaneseoriginal shall prevail. The Company assumes no responsibility for this translation, or for any direct, indirect
or other forms of damages arising from the translation.
(Stock Exchange Code 1959)
June 3, 2021
To Shareholders with Voting Rights:
Naofumi Sato
Representative Director and President
KYUDENKO CORPORATION
1-23-35 Nanokawa,
Minami-ku, Fukuoka CityNOTICE OF
THE 93RD ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
Please be informed that the 93rd Annual General Meeting of Shareholders of KYUDENKO CORPORATION(the “Company”) will be held for the purposes as described below.
To avoid the risk of infection with COVID-19, we kindly ask you to refrain from coming to the venue of themeeting, if at all possible, and exercise your voting rights either by submitting the enclosed Voting Rights
Exercise Form by mail or via the Internet, etc. Please review the Reference Documents for the General Meetingof Shareholders below and exercise your voting rights by 5:30 p.m. on Thursday, June 24, 2021, Japan standard
time.
Exercise of voting rights in writing by mailPlease indicate your vote for or against each of the proposals on the enclosed Voting Rights Exercise Formand return it so that it is received by the voting deadline indicated above.
Exercise of voting rights via the Internet, etc.
Please refer to the “Instructions for the Exercise of Voting Rights via the Internet, etc.” on page 4 (Japaneseoriginal), access the website specified by the Company for exercising voting rights online, and follow the onscreen guidance. Please vote for or against each of the proposals by the voting deadline indicated above.
Disclosure on the Internet
 The following items are posted on the Company’s website in accordance with laws andregulations and Article 14 of the Company’s Articles of Incorporation, and thus are not includedin this Notice.
1) Consolidated Statement of Changes in Equity and Notes to Consolidated Financial Statements
2) Non-consolidated Statement of Changes in Equity and Notes to Non-consolidated Financial
Statements
The Consolidated Financial Statements and Non-consolidated Financial Statements audited by the
Accounting Auditor and the Audit & Supervisory Board consist of documents included in this Noticeand the materials posted on the Company’s website mentioned above.
 In case of any revisions to the Reference Documents for the General Meeting of Shareholders,the Business Report, the Consolidated Financial Statements, or the Non-Consolidated Financial
Statements, the revised versions will be posted on the Company’s website.
Company’s website: https://www.kyudenko.co.jp/ir/- 1-

1. Date and Time:

Friday, June 25, 2021 at 10:00 a.m. Japan standard time
(The reception desk opens at 9:00 a.m.)

2. Place:

Hall on the 9th floor at KYUDENKO Head Office
1-23-35 Nanokawa, Minami-ku, Fukuoka City, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements and Nonconsolidated Financial Statements for the Company’s 93rd Fiscal Year (April
1, 2020 - March 31, 2021)
2. Results of audits by the Accounting Auditor and the Audit & Supervisory
Board of the Consolidated Financial Statements for the Company’s 93rd
Fiscal Year
Proposals to be resolved:
Election of Thirteen (13) Directors
Proposal 1:
Election of Three (3) Audit & Supervisory Board Members
Proposal 2:
4. Exercise of Voting Rights:
1. If you exercise the voting rights in duplicate by mail using the Voting Right
Exercise Form and also via the Internet, etc., the vote submitted via theInternet, etc. shall be deemed valid.
2. If you exercise the voting rights via the Internet, etc. and submit multiple
votes, the last vote submitted shall be deemed valid.
3. You may exercise your voting rights via proxy by authorizing anothershareholder with voting rights to act as your proxy. In such case, you or yourproxy must submit a document evidencing the power of representation to theCompany.
4. If you have not indicated your vote for or against a proposal, you will bedeemed to have voted for the proposal.
1.
2.
3.

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception desk.
For the purpose of timely disclosure, this Notice was posted on the Company’s website before it wassent by mail.
The presentations on the matters to be reported made at the meeting will be video-streamed later on
the Company’s website.

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Proposals and References
Proposal 1:

Election of Thirteen (13) Directors

The terms of office of all twelve (12) Directors will expire at the conclusion of this year’s Annual General
Meeting of Shareholders.
Accordingly, we would like to propose that thirteen (13) Directors be elected by increasing the number of
Outside Directors from two (2) to three (3) in order to promote the diversity of the management team andfurther enhance corporate governance.
The candidates for Directors are as follows.
Current positions and responsibilities in the Company

Attendance at Boardof Directors meeting

No.

Name

1

Matsuji Nishimura

Reappointment

Director and Chairman

100.0%(13 out of 13 meetings)

2

Naofumi Sato

Reappointment

Representative Director and President

100.0%(13 out of 13 meetings)

3

Hideki Takei

Reappointment

4

Kazuyuki Ishibashi

Reappointment

5

Masaaki Jono

Reappointment

6

Yasuhiro Yamamoto

Reappointment

7

Yasuhiro Kashima

Reappointment

8

Keizo Fukui

Reappointment

9

Kazuhiro Suyama

Reappointment

10

Takahiro Hokahori

Reappointment

11

Akiyoshi Watanabe

Reappointment
Outside Director
Independent Director

Outside Director

92.3%(12 out of 13 meetings)

12

Sumio Kuratomi

Reappointment
Outside Director
Independent Director

Outside Director

84.6%(11 out of 13 meetings)

13

Hiroko Shibasaki

New appointment
Outside Director
Independent Director-

Representative Director and Vice President
Executive Officer
Representative, Tokyo Head OfficeDirector and Vice President Executive Officer
Responsible for overall operations, corporate
strategic planning, and DX promotion
Director and Vice President Executive Officer
Responsible for overall technology andoverall sales
Director and Senior Managing Executive
Officer
General Manager, Sales Div.
Director and Managing Executive Officer
Responsible for the President’s Office, humanresources and labor affairs, and general affairs
Director and Managing Executive Officer
Responsible for business administration(legal, compliance, and internal control) andfinance
Director and Managing Executive Officer
General Manager, Technology Div.
Responsible for procurement
Director and Senior Executive Officer
General Manager, Electric Power Div.
Responsible for safety

100.0%(10 out of 10 meetings)

100.0%(13 out of 13 meetings)

100.0%(13 out of 13 meetings)

100.0%(10 out of 10 meetings)

100.0%(13 out of 13 meetings)

100.0%(13 out of 13 meetings)

100.0%(10 out of 10 meetings)

100.0%(10 out of 10 meetings)-

Notes: 1. The percentage of attendance at the Board of Directors meetings indicated for four of the candidates, Mr. Hideki
Takei, Mr. Yasuhiro Yamamoto, Mr. Kazuhiro Suyama, and Mr. Takahiro Hokahori, reflects the Board of Directors
meetings held after they assumed office as Director on June 25, 2020.
2. With respect to the “Policy and Procedures for Nomination of Candidates for Directors and Audit & Supervisory
Board Members” and “Independence Standards for Outside Directors/Audit & Supervisory Board Members”
established by the Company, see Page 22 and 23.

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3. The Company has concluded with an insurance company a directors and officers liability insurance agreement
stipulated in Article 430-3, Paragraph 1 of the Companies Act under which the insured shall be compensated fordamages, litigation costs, and any other relevant costs and expenses that are to be incurred by the insured in theevent where any claim for damages is made against the insured by shareholders or third parties. If this proposal isapproved and the candidates take office as Directors, they will be covered as the insured by the insurance agreement.

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Candidate No. 1

Matsuji Nishimura
Date of birth:
August 5, 1947
Reappointment

Career summary, positions and responsibilities in the Company
April 1971 Joined the Company
August 2002 General Manager, Saga Branch Office, the Company
June 2004 Director, General Manager, Saga Branch Office, the Company
April 2005 Director, General Manager, Fukuoka Branch Office, theCompany
June 2006 Managing Director, General Manager, Fukuoka Branch Office,
the Company
June 2008 Senior Managing Executive Officer, General Manager,
Fukuoka Branch Office, the Company
June 2009 Director and Senior Managing Executive Officer, General
Manager, Fukuoka Branch Office, the Company
April 2010 Director and Senior Managing Executive Officer, General
Manager, Sales Div., the Company
April 2011 Director and Senior Managing Executive Officer, General
Manager, Sales Technology Management Div., the Company
April 2012 Director and Senior Managing Executive Officer, General
Manager, Sales Technology Management Div. and General
Manager, Tokyo Head Office Management Div., the Company
May 2012 Director and Vice President, Executive Officer, General
Manager, Sales Technology Management Div. and General
Manager, Tokyo Head Office Management Div., the Company
April 2013 Director and Vice President Executive Officer, Representative,
Tokyo Head Office, the Company
June 2013 Representative Director and President, Representative, Tokyo
Head Office, the Company
April 2014 Representative Director and President, the Company
June 2020 Director and Chairman, the Company (to the present)[Significant concurrent positions]
Director (outside), KROSAKI HARIMA CORPORATION (scheduled to takeoffice in June 2021)
Number of shares of the Company held: 127,600 shares[Reasons for nomination as a candidate for Director]
Mr. Matsuji Nishimura served as Representative Director and President from June 2013, and successfully led
the Company’s efforts to achieve its previous Medium-term Management Plan by leveraging his wealth ofwork experience in the line of business and industry in which the Company operates its business as well as
his ability to make effective decisions. In addition, even after taking office as Director and Chairman, he has
been fulfilling his duties appropriately, engaging in efforts to enhance oversight functions as the Chairman of
the Board, and therefore the Company nominates him as a candidate for Director.
[Special remarks]
There are no special interests between the candidate and the Company.

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Candidate No. 2

Naofumi Sato
Date of birth:
August 27, 1951
Reappointment

Career summary, positions and responsibilities in the Company
June 2012 Director and Managing Executive Officer, General Manager,
Operation Div., KYUSHU ELECTRIC POWER CO., INC.
June 2014 Representative Director and Executive Vice President,
KYUSHU ELECTRIC POWER CO., INC.
April 2017 Representative Director and Executive Vice President
General Manager, Business Solutions Management Div.,KYUSHU ELECTRIC POWER CO., INC.
June 2018 Director and Chairman, the Company
June 2020 Representative Director and President, the Company (to thepresent)[Significant concurrent positions]
None
Number of shares of the Company held: 6,100 shares[Reasons for nomination as a candidate for Director]
Mr. Naofumi Sato served as Director and Chairman from June 2018, and worked to enhance oversightfunctions for the business execution by leveraging the knowledge and insight he gained through his service
in executive positions at an energy company. In addition, since taking office as Representative Director andPresident, he has been steadily advancing management reform toward achieving the Company’s new
Medium-term Management Plan launched in fiscal year 2020, utilizing his wealth of knowledge in corporate
management. Therefore, the Company nominates him as a candidate for Director.
[Special remarks]
There are no special interests between the candidate and the Company.

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Candidate No. 3

Hideki Takei
Date of birth:
July 14, 1955
Reappointment

Career summary, positions and responsibilities in the Company
April 1980 Joined the Company
April 2007 General Manager, Business Development Div., the Company
April 2010 General Manager, Kagoshima Branch Office, the Company
June 2011 Executive Officer, General Manager, Kagoshima Branch Office,
the Company
April 2013 Senior Executive Officer, Deputy General Manager, Sales Div.,
the Company
June 2013 Director and Senior Executive Officer, Deputy General
Manager, Sales Div., the Company
April 2015 Director and Managing Executive Officer, Deputy General
Manager, Sales Div., the Company
April 2016 Director and Managing Executive Officer, General Manager,
Sales Div., Tokyo Head Office, the Company
June 2016 Senior Managing Executive Officer, General Manager, Sales
Div., Tokyo Head Office, the Company
June 2020 Representative Director and Vice President Executive Officer,
Representative, Tokyo Head Office, the Company (to thepresent)[Significant concurrent positions]
None
Number of shares of the Company held: 26,600 shares[Reasons for nomination as a candidate for Director]
Since joining the Company, Mr. Hideki Takei has been mainly engaged in duties in the sales division. He
took office as General Manager of Sales Div., Tokyo Head Office, in April 2016, and has served as
Representative Director and Vice President Executive Officer and Representative of Tokyo Head Office sinceJune 2020. In these positions, he has been implementing strategic measures based on his extensive work
experience in the Tokyo Metropolitan area and his expertise. He has been fulfilling his duties appropriately
and is highly competent and specialized in his job. Therefore, the Company nominates him as a candidate for
Director.
[Special remarks]
There are no special interests between the candidate and the Company.

- 7-

Candidate No. 4

Kazuyuki Ishibashi
Date of birth:
March 8, 1959
Reappointment

Career summary, positions and responsibilities in the Company
April 1982 Joined the Company
April 2008 General Manager, Human Resources and Labor Affairs Div., theCompany
April 2010 General Manager, Kitakyushu Branch Office, the Company
May 2012 Executive Officer, General Manager, Kitakyushu Branch Office,
the Company
April 2013 Senior Executive Officer, the Company
June 2013 Director and Senior Executive Officer, the Company
April 2015 Director and Managing Executive Officer, the Company
April 2017 Director and Senior Managing Executive Officer, General
Manager, Sales Div., the Company
April 2020 Director and Senior Managing Executive Officer, the Company
June 2020 Director and Vice President Executive Officer, the Company (tothe present)
Responsible for overall operations, corporate strategic planning,and DX promotion[Significant concurrent positions]
None
Number of shares of the Company held: 23,000 shares[Reasons for nomination as a candidate for Director]
Since joining the Company, Mr. Kazuyuki Ishibashi has been mainly engaged in duties in the sales division.
After his appointment as Director, he has been engaged in improving employees’ benefits and strengthening
the Company’s corporate governance systems, being responsible for the President’s Office, safety, humanresources and labor affairs, and general affairs. Since taking office as Director and Vice President in June
2020, he has been in charge of overall business administration and working on the promotion of DX. He has
been fulfilling his duties appropriately and is highly competent and specialized in his job. Therefore, theCompany nominates him as a candidate for Director.
[Special remarks]
1. There are no special interests between the candidate and the Company.
2. The above information describes the candidate’s responsibilities as of April 1, 2021.

- 8-

Candidate No. 5

Masaaki Jono
Date of birth:January 1, 1955
Reappointment

Career summary, positions and responsibilities in the Company
April 1973 Joined the Company
April 2008 General Manager, Information & Communication Systems
Dept., Information & Communication Systems Div., theCompany
April 2011 General Manager, Sales Planning Dept., Sales Div., Sales
Technology Management Div., the Company
April 2013 Executive Officer, General Manager, Kagoshima Branch Office,
the Company
April 2014 Senior Executive Officer, General Manager, Kagoshima Branch
Office, the Company
April 2015 Managing Executive Officer, General Manager, Technology Div.
and General Manager, Eco-business Creation Div., the Company
June 2015 Director and Managing Executive Officer, General Manager,
Technology Div. and General Manager, Eco-business Creation
Div., the Company
April 2016 Director and Managing Executive Officer, General Manager,
Technology Div., the Company
April 2017 Director and Senior Managing Executive Officer, General
Manager, Technology Div., the Company
April 2020 Director and Senior Managing Executive Officer, the Company
June 2020 Director and Vice President Executive Officer, the Company (tothe present)
Responsible for overall technology and overall sales[Significant concurrent positions]
None
Number of shares of the Company held: 17,700 shares[Reasons for nomination as a candidate for Director]
Since joining the Company, Mr. Masaaki Jono has been mainly engaged in duties in the technology division.
After his appointment as Director, he has been engaged in promoting the improvement and enhancement ofengineering power and further improvement of safety and quality control in his capacity as General Manager
of Technology Div. Since taking office as Director and Vice President in June 2020, he has been in charge oftechnology and sales overall and working to achieve synergies. He has been fulfilling his duties appropriately
and he is highly competent and specialized in his job. Therefore, the Company nominates him as a candidate
for Director.
[Special remarks]
1. There are no special interests between the candidate and the Company.
2. The above information describes the candidate’s responsibilities as of April 1, 2021.

- 9-

Candidate No. 6

Yasuhiro
Yamamoto
Date of birth:
February 12, 1956
Reappointment

Career summary, positions and responsibilities in the Company
April 1974 Joined the Company
April 2007 General Manager, Sales Dept. II, Sales Div., the Company
April 2009 General Manager, Saga Branch Office, the Company
June 2011 Executive Officer, General Manager, Saga Branch Office, theCompany
April 2013 Senior Executive Officer, General Manager, Saga Branch Office,
the Company
April 2014 Senior Executive Officer, General Manager, Sales Div., Tokyo
Head Office, the Company
April 2015 Managing Executive Officer, General Manager, Sales Div.,Tokyo Head Office, the Company
April 2016 Managing Executive Officer, General Manager, Kitakyushu
Branch Office, the Company
April 2017 Senior Managing Executive Officer, General Manager,
Kitakyushu Branch Office, the Company
April 2020 Senior Managing Executive Officer, General Manager, Sales
Div., the Company
June 2020 Director and Senior Managing Executive Officer
General Manager, Sales Div., the Company (to the present)[Significant concurrent positions]
None
Number of shares of the Company held: 57,100 shares[Reasons for nomination as a candidate for Director]
Since joining the Company, Mr. Yasuhiro Yamamoto has been mainly engaged in duties in the technology
and sales divisions. After his appointment as Executive Officer, he served as General Manager of branch
offices and General Manager of Sales Div. of Tokyo Head Office. Since taking office as General Manager ofSales Div. in April 2020, he has been promoting strategic measures to strengthen the Company’s capabilities
of order acquisition, utilizing his extensive work experience and expertise. He has been fulfilling his duties
appropriately and is highly competent and specialized in his job. Therefore, the Company nominates him asa candidate for Director.
[Special remarks]
There are no special interests between the candidate and the Company.

- 10-

Candidate No. 7

Yasuhiro Kashima
Date of birth:
April 28, 1953
Reappointment

Career summary, positions and responsibilities in the Company
April 1976 Joined the Company
March 2012 General Manager, Human Resources Development Div., theCompany
May 2012 Executive Officer, General Manager, Human Resources
Development Div., the Company
April 2013 Executive Officer, President of Kyudenko Academy, theCompany
April 2015 Senior Executive Officer, President of Kyudenko Academy,
the Company
April 2017 Managing Executive Officer, the Company
June 2017 Director and Managing Executive Officer, the Company (tothe present)
Responsible for the President’s Office, human resources
and labor affairs, and general affairs[Significant concurrent positions]
Outside Audit & Supervisory Board Member, RKB MAINICHI HOLDINGSCORPORATION (scheduled to take office in June 2021)
Number of shares of the Company held: 20,500 shares[Reasons for nomination as a candidate for Director]
Since joining the Company, Mr. Yasuhiro Kashima has been mainly engaged in duties in the human resources
and labor affairs division. Since his appointment as Executive Officer, being responsible for human resources
development, he has been engaged in the formulation of human resources development plans and an
environment for education and training of employees. Since his appointment as Director in June 2017, he has
been promoting the enhancement of governance and human resources development function as the personin-charge of the President’s Office, human resources and labor affairs, and general affairs. He has been
fulfilling his duties appropriately and he is highly competent and specialized in his job. Therefore, theCompany nominates him as a candidate for Director.
[Special remarks]
1. There are no special interests between the candidate and the Company.
2. The above information describes the candidate’s responsibilities as of April 1, 2021.

- 11-

Candidate No. 8

Keizo Fukui
Date of birth:
December 1, 1957
Reappointment

Career summary, positions and responsibilities in the Company
July 2006 General Manager, e-Business Sales Dept., MIZUHOCORPORATE BANK, LTD. (currently MIZUHO BANK,LTD.)May 2009 Joined the Company, General Manager, Sales Dept., Tokyo
Head Office, the Company
April 2010 General Manager, Sales Development Dept., Sales
Development Div., Tokyo Head Office Management Div., theCompany
April 2011 Deputy General Manager, Sales Div., Tokyo Head Office
Management Div., and General Manager, Sales Dept. II,
Sales Div., the Company
April 2012 Deputy General Manager, Sales Div., Tokyo Head Office
Management Div., the Company
May 2012 Executive Officer, Deputy General Manager, Sales Div.,Tokyo Head Office Management Div., the Company
April 2013 Executive Officer, Deputy General Manager, Sales Div.,Tokyo Head Office Management Div., the Company
April 2015 Senior Executive Officer, Deputy General Manager, Sales
Div., Tokyo Head Office, the Company
April 2017 Managing Executive Officer, Deputy General Manager, Sales
Div., Tokyo Head Office, the Company
April 2018 Managing Executive Officer, Deputy General Manager, Sales
Div., the Company
April 2019 Managing Executive Officer, the Company
June 2019 Director and Managing Executive Officer, the Company (tothe present)
Responsible for business administration (legal, compliance,
and internal control) and finance[Significant concurrent positions]
None
Number of shares of the Company held: 20,500 shares[Reasons for nomination as a candidate for Director]
Since joining the Company, Mr. Keizo Fukui has been mainly engaged in duties in the sales division. After
his appointment as Executive Officer, he served as Deputy General Manager, Sales Div. of both Tokyo Head
Office and Head Office, and also as the-person-in-charge of corporate strategic planning. Since taking officeas Director in June 2019, he has been advancing the Company’s Medium-term Management Plan and theGroup’s management strategy as the-person-in-charge of corporate strategic planning and finance. He has
been fulfilling his duties appropriately and he is highly competent and specialized in his job. Therefore, theCompany nominates him as a candidate for Director.
[Special remarks]
1. There are no special interests between the candidate and the Company.
2. The above information describes the candidate’s responsibilities as of April 1, 2021.

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Candidate No. 9

Kazuhiro Suyama
Date of birth:
February 24, 1959
Reappointment

Career summary, positions and responsibilities in the Company
April 1981 Joined the Company
April 2011 General Manager, HVAC Designing Dept., Technology Div.,
Sales Technology Management Div., the Company
April 2013 General Manager, Technology Management Dept., Technology
Div., the Company
April 2014 Deputy General Manager, Technology Div. and General
Manager, Technology Management Dept., the Company
April 2015 Executive Officer, Deputy General Manager, Technology Div.
and General Manager, Technology Management Dept., theCompany
April 2016 Executive Officer, General Manager, Kumamoto Branch
Office, the Company
April 2017 Senior Executive Officer, General Manager, Kumamoto
Branch Office, the Company
April 2020 Senior Executive Officer, General Manager, Technology Div.,
the Company
June 2020 Director and Senior Executive Officer, General Manager,
Technology Div., the Company
April 2021 Director and Managing Executive Officer, General Manager,
Technology Div., the Company (to the present)
Responsible for procurement[Significant concurrent positions]
None
Number of shares of the Company held: 10,400 shares[Reasons for nomination as a candidate for Director]
Since joining the Company, Mr. Kazuhiro Suyama has been mainly engaged in duties in the technology
division. After his appointment as Executive Officer, he served as General Manager of a branch office andGeneral Manager of Technology Div. Since taking office as Director in June 2020, he has been vigorously
advancing the enhancement of engineering power and productivity improvement, utilizing his deep
knowledge in construction work. He has been fulfilling his duties appropriately and is highly competent andspecialized in his job. Therefore, the Company nominates him as a candidate for Director.
[Special remarks]
1. There are no special interests between the candidate and the Company.
2. The above information describes the candidate’s responsibilities as of April 1, 2021.

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Candidate No. 10

Takahiro Hokahori
Date of birth:
March 13, 1958
Reappointment

Career summary, positions and responsibilities in the Company
April 1980 Joined the Company
April 2011 General Manager, Power Distribution Technology Dept.,
Electric Power Div., the Company
June 2012 General Manager, Power Distribution Technology Dept.,
Electric Power Div. and Manager, Communication andUnderground Distribution Line Systems Office, the Company
April 2013 General Manager, Kitakyushu Branch Office, the Company
April 2015 Executive Officer, General Manager, Kitakyushu Branch
Office, the Company
April 2016 Executive Officer, Deputy General Manager, Electric Power
Div. and General Manager, Power Distribution Dept., theCompany
April 2017 Senior Executive Officer, Deputy General Manager, ElectricPower Div., the Company
June 2019 Senior Executive Officer, General Manager, Electric Power
Div., the Company
June 2020 Director and Senior Executive Officer, General Manager,
Electric Power Div., the Company (to the present)
Responsible for safety[Significant concurrent positions]
None
Number of shares of the Company held: 8,400 shares[Reasons for nomination as a candidate for Director]
Since joining the Company, Mr. Takahiro Hokahori has been mainly engaged in duties in the power
distribution division. After his appointment as Executive Officer, he served as General Manager of a branch
office and General Manager of Electric Power Div. Since taking office as Director in June 2020, he has beenworking on quality improvement and cost reduction in construction work and the strengthening of safetymeasures, utilizing his deep knowledge in the power distribution division. He has been fulfilling his duties
appropriately and is highly competent and specialized in his job. Therefore, the Company nominates him asa candidate for Director.
[Special remarks]
1. There are no special interests between the candidate and the Company.
2. The above information describes the candidate’s responsibilities as of April 1, 2021.

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Candidate No. 11

Akiyoshi Watanabe
Date of birth:
August 10, 1942
Reappointment
Outside Director
Independent Director

Career summary, positions and responsibilities in the Company
June 1996 Director, TOYOTA MOTOR CORPORATION
June 1998 Director, TOYOTA MOTOR KYUSHU, INC. (part-time)
June 2001 Managing Director, TOYOTA MOTOR CORPORATION
June 2002 Representative Director and President, TOYOTA MOTOR
KYUSHU, INC.
June 2008 Representative Director and Chairman, TOYOTA MOTOR
KYUSHU, INC.
June 2009 Outside Director, KYUSHU ELECTRIC POWER CO., INC.
(scheduled to retire in June 2021)
June 2011 Advisor to TOYOTA MOTOR KYUSHU, INC. (retired in June
2015)
June 2011 Director, the Company (to the present)[Significant concurrent positions]
None
Number of shares of the Company held: 0 shares
Number of years served as the Company’s Outside Director: 10 years[Reasons for nomination as a candidate for Outside Director and expected roles]
Mr. Akiyoshi Watanabe has provided constructive input at the Board of Directors meeting and the
management meeting from an independent, objective and professional standpoint and significantly
contributed to the strengthening of the oversight functions of the Board of Directors, based on his extensive
experience and outstanding oversight capabilities related to overall corporate management cultivated throughhis service as Representative Director of a company in a different line of business and industry, as well as his
expertise on production at a manufacturing company. The Company expects that he will continue to makevaluable recommendations and proposals to strengthen the corporate governance of the Company, andtherefore nominates him as a candidate for Outside Director.
[Limited liability agreement with Outside Director]
The Company has entered into an agreement with Mr. Akiyoshi Watanabe to limit his liability pursuant to
Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement
is the minimum amount stipulated by laws and regulations. If reappointment of Mr. Akiyoshi Watanabe isapproved at this Meeting, the Company intends to continue the said agreement with him.
[Special remarks]
1. There are no special interests between the candidate and the Company.
2. In order to ensure the independence of Outside Directors/Audit & Supervisory Board Members, inaddition to applying the standards prescribed by the TOKYO STOCK EXCHANGE and the FUKUOKASTOCK EXCHANGE, the Company has also established its own Independence Standards for Outside
Directors/Audit & Supervisory Board Members (See Page 22 and 23). As Mr. Akiyoshi Watanabe has
been determined to satisfy the requirements of these standards, the Company has filed a notification withthe said exchanges, designating him as an Independent Director.

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Candidate No. 12

Sumio Kuratomi
Date of birth:
August 13, 1953
Reappointment
Outside Director
Independent Director

Career summary, positions and responsibilities in the Company
June 2008 Director and Executive Officer, General Manager, City
Development Business Div., NISHI-NIPPON RAILROAD CO.,LTD.
June 2011 Director and Managing Executive Officer, General Manager,
Corporate Planning Div., NISHI-NIPPON RAILROAD CO.,LTD.
June 2013 Representative Director and President, NISHI-NIPPONRAILROAD CO., LTD.
June 2016 Representative Director and President Executive Officer, NISHINIPPON RAILROAD CO., LTD.
June 2016 Director, the Company (to the present)
April 2021 Representative Director and Chairman, NISHI-NIPPONRAILROAD CO., LTD. (to the present)[Significant concurrent positions]Representative Director and Chairman, NISHI-NIPPON RAILROAD CO.,LTD.
Outside Director, THE FUKUOKA CHUO BANK, LTD.
Outside Director, THE TORIGOE CO., LTD.
Number of shares of the Company held: 700 shares
Number of years served as the Company’s Outside Director: 5 years[Reasons for nomination as a candidate for Outside Director and expected roles]
Mr. Sumio Kuratomi serves as Representative Director of a company in a different line of business andindustry, and has provided constructive input at the Board of Directors meeting from an independent,
objective and professional standpoint and significantly contributed to the strengthening of the oversightfunctions of the Board of Directors, based on his high-level of insight in corporate group management andoutstanding oversight capabilities, as well as his expertise on regional economies. The Company expects that
he will continue to make valuable recommendations and proposals to strengthen the corporate governance of
the Company, and therefore nominates him as a candidate for Outside Director.
[Limited liability agreement with Outside Director]
The Company has entered into an agreement with Mr. Sumio Kuratomi to limit his liability pursuant to Article
423, Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement is theminimum amount stipulated by laws and regulations. If reappointment of Mr. Sumio Kuratomi is approvedat this Meeting, the Company intends to continue the said agreement with him.
[Special remarks]
1. Mr. Sumio Kuratomi is Representative Director and Chairman of NISHI-NIPPON RAILROAD CO., LTD.,
which is a shareholder of the Company with 1.61% ownership interest in the Company. Although theCompany has transactions with NISHI-NIPPON RAILROAD CO., LTD., the amount of such transactions
accounted for less than 0.1% of net sales of the Company and of NISHI-NIPPON RAILROAD CO., LTD.
in the most recent fiscal year.
2. At THE FUKUOKA CHUO BANK, LTD. where Mr. Sumio Kuratomi serves as an Outside Director,
embezzlement of a customer’s cash by a bank employee was found in March 2016 and November 2017.
In appropriately fulfilling his duties as an Outside Director, Mr. Sumio Kuratomi has been providing
ongoing recommendations for the establishment of compliance systems, and after the detection of theembezzlement incident, he provided advice on prevention of recurrence of such incidents.
3. In order to ensure the independence of Outside Directors/Audit & Supervisory Board Members, in addition
to applying the standards prescribed by the TOKYO STOCK EXCHANGE and the FUKUOKA STOCKEXCHANGE, the Company has established its own Independence Standards for Outside Directors/Audit& Supervisory Board Members (See Page 22 and 23). As Mr. Sumio Kuratomi has been determined tosatisfy the requirements under these standards, the Company has filed a notification with the saidexchanges, designating him as an Independent Director.

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Candidate No. 13

Hiroko Shibasaki
Date of birth:
July 6, 1953
New appointment
Outside Director
Independent Director

Career summary, positions and responsibilities in the Company
April 2012 Executive Officer and General Manager of Fukuoka Chuo
Branch, TOKIO MARINE & NICHIDO FIRE INSURANCE
CO., LTD.
April 2015 Managing Executive Officer, TOKIO MARINE & NICHIDO
FIRE INSURANCE CO., LTD.
April 2018 Advisor, TOKIO MARINE & NICHIDO FIRE INSURANCE
CO., LTD. (retired in March 2019)
June 2019 Outside Director, Audit and Supervisory Committee Member,
MAZDA MOTOR CORPORATION (to the present)[Significant concurrent positions]
Outside Director, Audit and Supervisory Committee Member, MAZDA
MOTOR CORPORATION
Number of shares of the Company held: 0 shares[Reasons for nomination as a candidate for Outside Director and expected roles]
The Company expects that Ms. Hiroko Shibasaki will duly provide constructive input and recommendations
at the Board of Directors meetings and other relevant meetings from a new perspective as Outside Directorof the Company by utilizing her wealth of experience in sales and corporate management in a different lineof business and industry, and thereby contribute to such duties as deciding on important management mattersand overseeing the business execution. Therefore, the Company nominates her as a new candidate for Outside
Director.
[Limited liability agreement with Outside Director]
If the election of Ms. Hiroko Shibasaki is approved at this Meeting, the Company will enter into an agreementwith her to limit her liability pursuant to Article 423, Paragraph 1 of the Companies Act. The maximum
amount of liability pursuant to the agreement is the minimum amount stipulated by laws and regulations.
[Special remarks]
1. There are no special interests between the candidate and the Company.
2. Ms. Hiroko Shibasaki is Outside Director, Audit and Supervisory Committee Member, MAZDA MOTORCORPORATION. Although the Company has transactions with MAZDA MOTOR CORPORATION, theamount of such transactions accounted for less than 0.1% of net sales of the Company and of MAZDA
MOTOR CORPORATION in the most recent fiscal year.
3. In March 2021, the Japan Fair Trade Commission issued a recommendation to MAZDA MOTORCORPORATION, where Ms. Hiroko Shibasaki serves as Outside Director and Audit and Supervisory
Committee Member, under the Act against Delay in Payment of Subcontract Proceeds, Etc. to
Subcontractors, because the Commission found that MAZDA MOTOR CORPORATION committed an
act prohibited under the provisions of the Act (unjustly causing a subcontractor to provide economic gains
for oneself) in certain transactions implemented as part of its centralized purchasing initiative for
automotive component materials. Ms. Hiroko Shibasaki has appropriately fulfilled her duties as an
Outside Director of MAZDA MOTOR CORPORATION, making recommendations from a standpoint oflegal and regulatory compliance and compliance management and, since this incident became known,
providing advice on prevention of recurrence of such incident.
4. In order to ensure the independence of Outside Directors/Audit & Supervisory Board Members, inaddition to applying the standards prescribed by the TOKYO STOCK EXCHANGE and the FUKUOKASTOCK EXCHANGE, the Company has established its own Independence Standards for Outside
Directors/Audit & Supervisory Board Members (See Page 22 and 23). As Ms. Hiroko Shibasaki has been
determined to satisfy the requirements under these standards, the Company plans to file a notification withthe said exchanges, designating her as an Independent Director.

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Proposal 2:
Election of Three (3) Audit & Supervisory Board Members
The terms of office of Mr. Yasuyuki Fukushige, Mr. Michiaki Uriu, and Mr. Yukinori Michinaga as Audit& Supervisory Board Members will expire at the conclusion of this year’s Annual General Meeting of
Shareholders. Accordingly, it is proposed to elect three (3) Audit & Supervisory Board Members.
The consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidates for Audit & Supervisory Board Members are as follows.

No.

Current positions in the Company

Attendance at Audit& Supervisory
Board Meeting

Audit & Supervisory Board Member

81.8%(9 out of 11 meetings)

Name

1

Yukinori Michinaga

2Toru Yoshizako

3

Hidetoshi Soeda

Reappointment
Outside Audit &Supervisory Board
MemberIndependent Auditor
New appointment
Outside Audit &Supervisory Board
MemberIndependent Auditor
New appointment
Outside Audit &Supervisory Board
MemberIndependent Auditor

-

-

-

-

Note: 1. With respect to the “Policy and Procedures for Nomination of candidates for Directors and Audit & Supervisory
Board Members” and “Independence Standards for Outside Directors/Audit & Supervisory Board Members”
established by the Company, see Page 22 and 23.
2. The Company has concluded with an insurance company a directors and officers liability insurance agreement
stipulated in Article 430-3, Paragraph 1 of the Companies Act under which the insured shall be compensated fordamages, litigation costs, and any other relevant costs and expenses that are to be incurred by the insured in theevent where any claim for damages is made against the insured by shareholders or third parties. If this proposal isapproved and the candidates take office as Audit & Supervisory Board Members, they will be covered as theinsured by the insurance agreement.

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Candidate No. 1

Yukinori
Michinaga
Date of birth:
November 1, 1957
Reappointment
Outside Audit & Supervisory
Board Member
Independent Auditor

Career summary and positions in the Company
April 2014 Executive Officer, General Manager, Information
Communication Dept., SAIBU GAS CO., LTD.
April 2015 Managing Executive Officer, General Manger, General Affairs
and Public Relations Dept., SAIBU GAS CO., LTD.
April 2016 Managing Executive Officer, SAIBU GAS CO., LTD.
June 2016 Director and Managing Executive Officer, SAIBU GAS CO.,LTD.
April 2019 Representative Director and President, Executive Officer,
SAIBU GAS CO., LTD.
June 2019 Audit & Supervisory Board Member, the Company (to thepresent)
April 2021 Representative Director and President, Executive Officer,
SAIBU GAS HOLDINGS CO., LTD. (to the present)[Significant concurrent positions]Representative Director and President, Executive Officer, SAIBU GASHOLDINGS CO., LTD.
Outside Director, KROSAKI HARIMA CORPORATION (scheduled to takeoffice in June 2021)
Number of shares of the Company held: 0 shares
Number of years served as the Company’s Outside Audit & Supervisory Board Member: 2years[Reasons for nomination as a candidate for Audit & Supervisory Board Member]
Mr. Yukinori Michinaga has extensive experience and broad knowledge as a corporate manager, and has
made significant contributions to strengthening the oversight functions in the Company by providing useful
input at the Board of Directors meetings and other relevant meetings. The Company expects that he willcontinue to make proposals for further strengthening the auditing system of the Company, and therefore,
renominates him as a candidate for Outside Audit & Supervisory Board Member.
[Limited liability agreement with Outside Audit & Supervisory Board Member]
The Company has entered into an agreement with Mr. Yukinori Michinaga to limit his liability pursuant to
Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement
is the minimum amount stipulated by laws and regulations. If reappointment of Mr. Yukinori Michinaga isapproved at this Meeting, the Company intends to continue the said agreement with him.
[Special remarks]
1. In April 2021, SAIBU GAS CO., LTD. changed its company name to SAIBU GAS HOLDINGS CO.,LTD.
2. Mr. Yukinori Michinaga is Representative Director and President, Executive Officer of SAIBU GASHOLDINGS CO., LTD. Although the Company has transactions with SAIBU GAS HOLDINGS CO.,LTD., the amount of such transactions accounted for less than 0.2% of net sales of the Company and of
SAIBU GAS HOLDINGS CO., LTD. in the most recent fiscal year.
3. In order to ensure the independence of Outside Directors/Audit & Supervisory Board Members, inaddition to applying the standards prescribed by the TOKYO STOCK EXCHANGE and the FUKUOKASTOCK EXCHANGE, the Company has established its own Independence Standards for Outside
Directors/Audit & Supervisory Board Members (See Page 22 and 23). As Mr. Yukinori Michinaga has
been determined to satisfy the requirements under these standards, the Company has filed a notification
with said exchanges, designating him as an Independent Auditor.

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Candidate No. 2

Toru Yoshizako
Date of birth:
September 20, 1952
New appointment
Outside Audit & Supervisory
Board Member
Independent Auditor

Career summary and positions in the Company
June 2009 Executive Officer, General Manager of Kagoshima Branch
Office, KYUSHU ELECTRIC POWER CO., INC.
July 2011 Executive Officer, Head of Kagoshima Branch Office,KYUSHU ELECTRIC POWER CO., INC.
June 2012 Director and Senior Executive Officer, General Manager ofElectric Power Distribution Div., KYUSHU ELECTRIC
POWER CO., INC.
June 2013 Representative Director and Vice President, KYUSHUELECTRIC POWER CO., INC. (retired in June 2016)
June 2016 Representative Director and President, KYUDENSANGYO.CO., INC.
June 2021 Advisor, KYUDEN SANGYO.CO., INC. (scheduled to takeoffice)[Significant concurrent positions]
None
Number of shares of the Company held: 0 shares[Reasons for nomination as a candidate for Outside Audit & Supervisory Board Member]
Mr. Toru Yoshizako has extensive experience and broad knowledge as a corporate manager. The Company
expects that he will oversee the business execution by Directors and monitor the overall management of theCompany as Audit & Supervisory Board Member by utilizing his high-level of insight in corporate managementin general and his outstanding oversight capabilities. Therefore, the Company nominates him as a new candidate
for Outside Audit & Supervisory Board Member.
[Limited liability agreement with Outside Audit & Supervisory Board Member]If the election of Mr. Toru Yoshizako is approved at this Meeting, the Company intends to enter into an agreementwith him to limit his liability pursuant to Article 423, Paragraph 1 of the Companies Act. The maximum amountof liability pursuant to the agreement is the minimum amount stipulated by laws and regulations.
[Special remarks]
1. Until June 2016, Mr. Toru Yoshizako had been engaged in the execution of business at KYUSHU ELECTRIC
POWER CO., INC., which is a specified associated company (a major business partner) of the Company.
2. Mr. Toru Yoshizako is Advisor of KYUDEN SANGYO.CO., INC (scheduled to take office in June 2021).
Although the Company has transactions with KYUDEN SANGYO.CO., INC., the amount of suchtransactions accounted for less than 0.1% of net sales of the Company and of KYUDEN SANGYO.CO., INC.
in the most recent fiscal year.
3. In order to ensure the independence of Outside Directors/Audit & Supervisory Board Members, in addition
to applying the standards prescribed by the TOKYO STOCK EXCHANGE and the FUKUOKA STOCKEXCHANGE, the Company has established its own Independence Standards for Outside Directors/Audit &Supervisory Board Members (See Page 22 and 23). As Mr. Toru Yoshizako has been determined to satisfy therequirements under these standards, the Company plans to file a notification with the said exchanges,
designating him as an Independent Auditor.

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Candidate No. 3

Hidetoshi Soeda
Date of birth:
March 20, 1955
New appointment
Outside Audit & Supervisory
Board Member
Independent Auditor

Career summary and positions in the Company
January 2008 Executive Officer, SEIKO ELECTRIC CO., LTD.
March 2010 Senior Executive Officer, SEIKO ELECTRIC CO., LTD.
March 2011 Senior Executive Officer, Head of Tokyo Branch Office, SEIKO
ELECTRIC CO., LTD.
March 2012 Director and Senior Executive Officer, Head of Tokyo Branch
Office, SEIKO ELECTRIC CO., LTD.
March 2013 Director and Senior Executive Officer, General Manager ofSales & Marketing Div., Head of Tokyo Branch Office, SEIKO
ELECTRIC CO., LTD.
March 2015 Director and Managing Executive Officer, General Manager ofSales & Marketing Div., Head of Tokyo Branch Office, SEIKO
ELECTRIC CO., LTD.
March 2018 President and Representative Director, General Manager ofSales & Marketing Div., SEIKO ELECTRIC CO., LTD.
March 2019 President and Representative Director, SEIKO ELECTRIC CO.,LTD. (to the present)[Significant concurrent positions]
President and Representative Director, SEIKO ELECTRIC CO., LTD.
Number of shares of the Company held: 0 shares[Reasons for nomination as a candidate for Outside Audit & Supervisory Board Member]
Mr. Hidetoshi Soeda has extensive experience and broad knowledge as a corporate manager. The Company
expects that he will oversee the business execution by Directors and monitor the overall management of theCompany as Audit & Supervisory Board Member by utilizing his high-level of insight in corporate managementin general and his outstanding oversight capabilities. Therefore, the Company nominates him as a new candidate
for Outside Audit & Supervisory Board Member.
[Limited liability agreement with Outside Audit & Supervisory Board Member]If the election of Mr. Hidetoshi Soeda is approved at this Meeting, the Company intends to enter into an agreementwith him to limit his liability pursuant to Article 423, Paragraph 1 of the Companies Act. The maximum amountof liability pursuant to the agreement is the minimum amount stipulated by laws and regulations.
[Special remarks]
1. Mr. Hidetoshi Soeda is President and Representative Director of SEIKO ELECTRIC CO., LTD., and theCompany holds 12.85% shares in the company. Although the Company has transactions with SEIKO
ELECTRIC CO., LTD., the amount of such transactions accounted for less than 1.9% of net sales of theCompany and of SEIKO ELECTRIC CO., LTD. in the most recent fiscal year.
2. In order to ensure the independence of Outside Directors/Audit & Supervisory Board Members, in addition
to applying the standards prescribed by the TOKYO STOCK EXCHANGE and the FUKUOKA STOCKEXCHANGE, the Company has established its own Independence Standards for Outside Directors/Audit &Supervisory Board Members (See Page 22 and 23). As Mr. Hidetoshi Soeda has been determined to satisfy
the requirements under these standards, the Company plans to file a notification with the said exchanges,
designating him as an Independent Auditor.

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(Reference)
1. Policy and Procedures for Nomination of Candidates for Directors and Audit & Supervisory Board Members
In order to ensure transparency in decision-making, and independence and objectivity of the functions of theBoard of Directors, the Company shall establish a Nomination Advisory Committee consisting of three or more
Directors including an independent Outside Director based on the proposal criteria for nomination and dismissalof Directors/Audit & Supervisory Board Members. The Nomination Advisory Committee shall resolve
proposals for nomination of candidates for Directors and Audit & Supervisory Board Members and for dismissalof Directors, and submit such proposals to the Board of Directors.
(1) Nomination of candidates for Directors
Based on the proposals of the Nomination Advisory Committee, the Board of Directors shall nominate fromwithin the Company capable individuals who have the experience, knowledge, and a proven track record in thetechnology, sales, and/or administration areas as candidates for Directors, and shall nominate individuals who
have been determined to satisfy the Company’s “Independence Standards for Outside Directors/Audit &Supervisory Board Members” as well as requirements under applicable laws and regulations, and who are
expected to provide guidance and advice to the Company from a global perspective based on their extensive
experience and broad knowledge as corporate managers as candidates for independent Outside Directors.
(2) Nomination of candidates for Audit & Supervisory Board Members
Based on the proposal of the Nomination Advisory Committee, the Board of Directors shall nominate
individuals from within the Company who are well versed in the Company’s business and overall operations
and are capable of overseeing overall management and providing valuable opinions at important meetings,
including meetings of the Audit & Supervisory Board and meetings of the Board of Directors as candidates for
Audit & Supervisory Board Members, and shall nominate individuals who have been determined to satisfy therequirements prescribed by the Companies Act and have extensive experience and broad knowledge ascandidates for Outside Audit & Supervisory Board Members.
2. Independence Standards for Outside Directors/Audit & Supervisory Board Members
An Outside Director or Outside Audit & Supervisory Board Member (hereinafter referred to as Outside
Director/Audit & Supervisory Board Member) is determined to be independent by the Company if none of thefollowing attributes applies to:
the Outside Director/Audit & Supervisory Board Member himself/herself, his/her spouse, or his/her first or
second-degree relative:(1) A person who is an executive of the Company or a group company of the Company or was an executive of
the Company or a group company of the Company within the past 10 years prior to his/her appointment as- 22-

an Outside Director/Audit & Supervisory Board Member.
(2) A person who is an executive of a corporation that is a business partner of the Company, and in any of themost recent three past fiscal years of the Company, has made payments to the Company representing morethan 2% of non-consolidated net sales of the Company in that fiscal year; or a person who is an executiveof a financial institution, which provides indispensable financing to the Company, and cannot be easily
replaced because of the Company’s reliance on the financing from such institution.
(3) A person who is an executive of a corporation that is a business partner of the Company, and in any of themost recent three past fiscal years of the Company, has received payments from the Company representing
more than 5% of non-consolidated net sales of such corporation in its most recent fiscal year.
(4) A person who received remuneration exceeding 10 million yen directly from the Company in any of themost recent three past fiscal years of the Company for providing professional services concerning law,accounting, tax affairs, or consulting services to the Company (excluding compensation as a Director or an
Audit & Supervisory Board Member of the Company) (If the recipient of such remuneration is anorganization, a person who is affiliated with such organization)(5) A person who belongs to an organization or an entity that received a donation or aid exceeding 10 million
yen in any of the most recent three past fiscal years of the Company(6) A person who is an executive of a corporation that is a shareholder of the Company which substantiallyowns 10% or more of the voting rights of the Company.
[Note]“Executive” means an executive director, executive officer, other staff or employee.

- 23-