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 6, 2022
To Shareholders with Voting Rights:
Naofumi Sato
Executive Officer
Representative President
KYUDENKO CORPORATION
1-23-35 Nanokawa,
Minami-ku, Fukuoka CityNOTICE OF
THE 94TH 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 94th 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, and exercise your voting rights either by submitting the enclosed Voting Rights Exercise Form by mailor via the Internet, etc. Please review the Reference Documents for the General Meeting of Shareholders below
and exercise your voting rights by 5:30 p.m. on Monday, June 27, 2022, 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 “Guidance on 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) System to Ensure Appropriateness of Operations and Overview of the Implementation Status of the
System in the Business Report2) Consolidated Statement of Changes in Equity and Notes to Consolidated Financial Statements
3) Non-consolidated Statement of Changes in Equity and Notes to Non-consolidated Financial
Statements
The Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements
audited by the Accounting Auditor and the Audit & Supervisory Board consist of documents includedin this Notice and the materials posted on the Company’s website.
 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:

Tuesday, June 28, 2022 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 94th Fiscal Year (April
1, 2021 - March 31, 2022)
2. Results of audits by the Accounting Auditor and the Audit & Supervisory
Board of the Consolidated Financial Statements for the Company’s 94th
Fiscal Year
Proposals to be resolved:
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Eight (8) Directors (Excluding Directors Serving as Audit andSupervisory Committee Members)
Proposal 3:
Election of Four (4) Directors Serving as Audit and Supervisory Committee
Members
Proposal 4:
Establishment of the Maximum Amount of Remuneration for Directors(Excluding Directors Serving as Audit and Supervisory Committee Members)
Proposal 5:
Establishment of the Maximum Amount of Remuneration for Directors Serving
as Audit and Supervisory Committee Members
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.

-2-

Proposals and References
Proposal 1: Partial Amendments to the Articles of Incorporation
1. Reasons for amendments
It is proposed that the Articles of Incorporation of the Company be amended as necessary for thefollowing reasons.
(1) The Company seeks to shift to a company with Audit and Supervisory Committee with an aim tofurther strengthen the supervisory function of its Board of Directors and further enhance its
corporate governance system. The Company shall accordingly make necessary amendments to the
Articles of Incorporation to shift to a company with Audit and Supervisory Committee, such as theestablishment of new provisions concerning the Audit and Supervisory Committee and Audit andSupervisory Committee Members, and the deletion of provisions concerning the Audit &Supervisory Board and Audit & Supervisory Board Members, as well as the establishment of newprovisions concerning the delegation of decisions on the execution of operations, and theamendment to the provisions concerning the number of Directors.
(2) With an aim to clarify the separation of supervisory functions from executive functions, theCompany plans to amend the position “Director and President” as Director with specific title to“Executive Officer and President” based on an executive officer system. The Company shallaccordingly make amendments such as the amendment to the provisions concerning Directors withspecific titles, and the establishment of new provisions concerning Executive Officers.
(3) 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) will be enforced on September
1, 2022. The Company shall accordingly make amendments because the Company is permitted toprovide information contained in the reference documents for the general meeting of shareholders,etc. electronically, and the Company is also required to newly establish a provision in the Articles
of Incorporation stipulating that it shall take measures to provide information contained in thereference documents for the general meeting of shareholders, etc. electronically.
(4) Along with the above amendments, other necessary changes, including renumbering articles, shallbe made.
2.

Details of amendments
The details of the amendments are as follows.
The amendments to the Articles of Incorporation in this proposal shall take effect at the conclusionof this General Meeting of Shareholders.
(Amended parts are underlined.)
Current Articles of Incorporation

Proposed Amendments

Chapter 1 General Provisions

Chapter 1 General Provisions(Organizational Bodies)
Article 4 The Company shall establish the following
organizational bodies:(1) General Meeting of Shareholders(2) Directors and Board of Directors(3) Audit & Supervisory Board Members andAudit & Supervisory Board(4) Accounting Auditors(Organizational Bodies)
Article 4 The Company shall establish the following
organizational bodies in addition to General
Meeting of Shareholders and Directors:(Deleted)(1) Board of Directors(2) Audit and Supervisory Committee(3) Accounting Auditors-3-

Current Articles of Incorporation

Proposed Amendments

Chapter 2 Shares

Chapter 2 Shares(Shareholder Registry Administrator)
Article 9 The Company shall appoint a shareholder registryadministrator. The shareholder registryadministrator and its place for handling businessshall be determined by resolution of the Board of
Directors and public notice thereof shall be made.

(Shareholder Registry Administrator)
Article 9 The Company shall appoint a shareholder registryadministrator. The shareholder registryadministrator and its place for handling businessshall be determined by resolution of the Board of
Directors or by decision of Director(s) delegatedby the Board of Directors and public notice
thereof shall be made.
2(Unchanged)

2 Preparation and keeping of the Company’s
shareholder registry and the share option registry
as well as any other administrative affairs related
to the shareholder registry and the share option
registry shall be delegated to the shareholder
registry administrator, and such affairs shall not
be handled by the Company.
(Share Handling Regulations)
Article 10 Share handling and related fees as well asprocedures for the exercise of shareholders’ rights
shall be in accordance with the share handlingregulations established by the Board of Directors
in addition to laws and regulations and the
Articles of Incorporation.

(Share Handling Regulations)
Article 10 Share handling and related fees as well asprocedures for the exercise of shareholders’ rights
shall be in accordance with the share handlingregulations established by resolution of the Boardof Directors or by decision of Director(s)delegated by the Board of Directors, in addition
to laws and regulations and the Articles ofIncorporation.

Chapter 3 General Meeting of Shareholders

Chapter 3 General Meeting of Shareholders(Convening)
Article 11 An annual general meeting shall be convened inJune every year, and an extraordinary general
meeting shall be convened as necessary, by the
President based on a resolution of the Board of
Directors.

(Convening)
Article 11 An annual general meeting of shareholders of theCompany shall be convened in June every year,
and an extraordinary general meeting ofshareholders shall be convened when necessary,by a Director who chairs a general meeting ofshareholders based on a resolution of the Boardof Directors.

(Chairperson)
Article 13 The President shall be appointed as chairpersonof a general meeting.

(Chairperson)
Article 13 The Executive Officer and President who is also a
Director shall serve as chairperson of a general
meeting of shareholders.
2 In case that the Executive Officer and President
referred to in the preceding paragraph isprevented from doing so, one of the other
Directors shall act as chairperson in the orderpredetermined by the Board of Directors.

2 In case that the President is prevented from doingso, one of the other Directors shall act aschairperson in the order predetermined by the
Board of Directors.

-4-Current Articles of Incorporation

Proposed Amendments(Disclosure via the Internet of Reference Documents for a
General Meeting of Shareholders etc., and Deemed
Provision of Information)
Article 14 Upon convening a general meeting ofshareholders, the Company shall be deemed tohave provided the shareholders with information
with respect to the matters to be stated orindicated in the reference documents for thegeneral meeting of shareholders, business reports,financial statements and consolidated financial
statements by disclosing the same on the Internet
in accordance with the ordinances of the Ministryof Justice.

(Deleted)(Newly established)(Measures for Electronic Provision, etc.)
Article 14 Upon convening a general meeting ofshareholders, the Company shall take measures toprovide information contained in the reference
documents for the general meeting ofshareholders, etc. electronically.
2 While the Company shall deliver a document
specifying the matters to be provided
electronically to shareholders who have requested
the delivery of the paper copy by the record date
for voting rights, it may choose not to include allor part of the matters stipulated in the Ordinanceof the Ministry of Justice in the paper copy.

(Resolution Method)
Article 15 Except as otherwise provided for in laws andregulations or by the Articles of Incorporation,
ordinary resolutions at a general meeting shall be
adopted by a majority of the votes of theshareholders with voting rights present at themeeting.
2 Extraordinary resolutions at a general meetingshall be adopted by a majority of 2/3 or more of
the voting rights of the shareholders present at themeeting, where shareholders holding 1/3 or moreof the total voting rights of shareholders who may
exercise the voting rights are in attendance.

(Resolution Method)
Article 15 Except as otherwise provided for in laws andregulations or by the Articles of Incorporation,
resolutions at a general meeting of shareholders
shall be adopted by a majority of the votes of theshareholders with voting rights present at themeeting.
2 Resolutions provided for in Article 309,
Paragraph 2 of the Companies Act shall be
adopted by 2/3 or more of the voting rights of theshareholders present at the meeting, where
shareholders holding 1/3 or more of the total
voting rights of shareholders who may exercise
the voting rights are in attendance.

(Minutes)
Article 17 A summary and results of proceedings at a
general meeting as well as other matters provided
for in laws and regulations shall be specified in
the minutes, and the chairperson and Directors
present at the meeting shall affix their names andseals thereon.

(Minutes)
Article 17 A summary and results of proceedings at a
general meeting of shareholders as well as othermatters provided for in laws and regulations shallbe specified or recorded in the minutes.

-5-Current Articles of Incorporation

Proposed Amendments

Chapter 4 Directors and the Board of Directors

Chapter 4 Directors, Board of Directors
and Executive Officers(Number)
Article 18 The number of Directors shall not exceed fifteen(15).

(Number)
Article 18 The number of Directors of the Company(excluding Directors serving as Audit andSupervisory Committee Members) shall not
exceed thirteen (13).
2 The number of Directors of the Company serving
as Audit and Supervisory Committee Members(hereinafter “Audit and Supervisory Committee
Members”) shall not exceed six (6).

(Newly established)(Appointment)
Article 19 Directors shall be appointed at general meetingsof shareholders.

(Appointment)
Article 19 Directors shall be appointed at general meetingsof shareholders, while making a distinction
between Directors who are Audit and Supervisory
Committee Members and the other Directors.

2 Directors shall be appointed by a majority of thevotes of the shareholders present at the meeting,where shareholders holding 1/3 or more of thetotal voting rights of the shareholders who may
exercise the voting rights are in attendance.

2 Directors shall be appointed by a resolution
adopted by a majority of the votes of theshareholders present at the meeting, where
shareholders holding 1/3 or more of the total
voting rights of the shareholders who may
exercise the voting rights are in attendance.
3 No cumulative voting shall be applied in a
resolution for appointment of Directors.

3 No cumulative voting shall be applied inappointment of Directors.
(Term)
Article 20 The term of Directors shall be by the closing of theannual general meeting of shareholders related to
the last of the business years ending within one (1)year of the appointment.
(Newly established)(Term)
Article 20(Newly established)(Newly established)-6-(Unchanged)

2 Notwithstanding the provision in the preceding
paragraph, the term of Audit and Supervisory
Committee Members shall expire at theconclusion of the annual general meeting ofshareholders related to the last of the businessyears ending within two (2) years of theappointment.
3 The term of an Audit and Supervisory Committee
Member elected as a substitute for an Audit andSupervisory Committee Member who resigns
prior to the expiry of his or her term shall expire
at the expiration of the term of the resigning
Member.
4 The period of validity of a resolution to appoint
an Audit and Supervisory Committee Member asa substitute pursuant to Article 329, Paragraph 3of the Companies Act shall continue until the
beginning of an annual general meeting ofshareholders held two (2) years after the general
meeting of shareholders where he or she wasappointed, provided that the resolution did not
shorten that period.

Current Articles of Incorporation

Proposed Amendments(Representative Directors and Directors with Specific
Titles)
Article 21 The Board of Directors shall appoint
Representative Directors by its resolution.

(Representative Directors and Directors with Specific
Titles)
Article 21 The Board of Directors shall appoint
Representative Directors by its resolution fromamong Directors (excluding Audit andSupervisory Committee Members).
2 The Board of Directors may appoint one (1)Chairman and Vice Chairman(men) from among
Directors (excluding Audit and Supervisory
Committee Members) by its resolution.

2 The Board of Directors may appoint one (1)Chairman, Vice Chairman(men) and one (1)President by its resolution.

(Duties of Directors with Specific Titles)
Article 22 The President shall execute the Company’sbusiness according to resolutions of the Board of
Directors.

(Deleted)(Acting as Representative)
Article 23 In the event that the Chairman or the President
cannot attend or is prevented from doing so, oneof the other Directors shall act as therepresentative in the order predetermined by the
Board of Directors.

(Deleted)(Composition of Board of Directors)
Article 24 The Board of Directors shall be composed of
Directors.
2 Audit & Supervisory Board Members shall attend
meetings of the Board of Directors and state theiropinions as deemed necessary.

(Deleted)(Convening of Meetings of Board of Directors)
Article 25 Meetings of the Board of Directors shall be
convened by the Chairman.
(Newly established)(Convening of Meetings of Board of Directors)(Unchanged)
Article 22
2 In case that the Chairman is prevented from doingso, one of the other Directors shall act in his or
her place in the order predetermined by the Boardof Directors.
3 Convocation notice for a meeting of the Board of
Directors shall be sent to each Director at least
two (2) days prior to the date of the meeting;provided, however, that such period may be
shortened in case of emergency.

2 Notice for convening a meeting of the Board of
Directors shall be sent to each Director and Audit& Supervisory Board Members two (2) days prior
to the date of the meeting; provided, however,that such period may be shortened in case of
emergency.
(Chairperson of the Board of Directors)
Article 26 The Chairman shall be appointed as chairpersonof a meeting of the Board of Directors.
(Newly established)(Chairperson of the Board of Directors)
Article 23 The Chairman shall serve as chairperson of ameeting of the Board of Directors.
2 In case that the Chairman is prevented from doing
so, a convener set forth in Paragraph 2 of thepreceding article shall act in his or her place.

(Authority of Board of Directors)
Article 27 The Board of Directors shall decide on mattersprovided for in laws and regulations or the
Articles of Incorporation as well as mattersconcerning the execution of the business of theCompany.

(Deleted)-7-

Current Articles of Incorporation

Proposed Amendments(Method of Resolution by Board of Directors)
Article 28 Resolutions of the Board of Directors shall be
adopted by a majority of 2/3 or more of
Directors present at a meeting where a majorityof Directors are in attendance.
2 When the requirements of Article 370 of theCompanies Act are fulfilled, the Company deems
that a resolution of the Board of Directors has
been adopted.

(Method of Resolution by Board of Directors)
Article 24 Resolutions of the Board of Directors shall be
adopted by 2/3 or more of Directors present at a
meeting where a majority of Directors are inattendance.
(Unchanged)(Newly established)(Delegation to Directors)
Article 25 The Company may, in accordance with theprovisions of Article 399-13, Paragraph 6 of theCompanies Act, delegate all or part of decisions
on the execution of important operations(excluding matters listed in each item of Article399-13, Paragraph 5 of the Companies Act) to
Directors by a resolution of the Board of
Directors.

(Newly established)(Regulations of Board of Directors)
Article 26 Except as otherwise provided for in laws andregulations or the Articles of Incorporation, allmatters concerning the Board of Directors shallbe governed by the Regulations of the Board of
Directors prescribed by the Board of Directors.

(Minutes)
Article 29 A summary and results of the proceedings at a
meeting of the Board of Directors as well as othermatters provided for in laws and regulations shallbe recorded in the minutes, and Directors andAudit & Supervisory Board Members present at
the meeting shall affix their names and seals
thereon.
2 The content of any matter which is deemed tohave been adopted under Paragraph 2 of thepreceding Article and other matters provided forin laws and regulations shall be recorded in theminutes.

(Deleted)(Agreement on Limiting Liabilities of Outside Directors)
Article 30 The Company may enter into an agreement with
its Outside Directors to limit the liabilities ofdamages in accordance with the provisions ofArticle 427, Paragraph 1 of the Companies Act incase of falling under the requirements provided
for in laws and regulations related to liabilities ofdamages pursuant to Article 423, Paragraph 1 of
the Companies Act; provided, however, that the
maximum amount of liabilities under theagreement shall be the amount provided for inlaws and regulations.

(Agreement on Limiting Liabilities of Directors)
Article 27 The Company may enter into an agreement with
its Directors (excluding those serving as
Executive Directors, etc.) to limit the liabilities ofdamages in accordance with the provisions ofArticle 427, Paragraph 1 of the Companies Act incase of falling under the requirements provided
for in laws and regulations related to liabilities ofdamages pursuant to Article 423, Paragraph 1 of
the Companies Act; provided, however, that the
maximum amount of liabilities under theagreement shall be the amount provided for inlaws and regulations.

-8-Current Articles of Incorporation

Proposed Amendments(Newly established)(Executive Officers)
Article 28 The Company may appoint Executive Officers by
resolution of the Board of Directors and havethem share business execution of the Company.
2 The Board of Directors may appoint, by its
resolution, Executive Officer and President andother Executive Officers with specific titles fromamong the Executive Officers.
3 In case that the Executive Officer and President isprevented from doing so, one of the other
Executive Officers shall act in his or her place inthe order predetermined by the Board of
Directors.

(Newly established)

Chapter 5 Audit and Supervisory Committee(Newly established)(Full-time Audit and Supervisory Committee Member
and Standing Audit and Supervisory Committee Member)
Article 29 The Audit and Supervisory Committee may
appoint full-time Audit and Supervisory
Committee Members by its resolution.
2 Audit and Supervisory Committee Members may
appoint a few standing Audit and Supervisory
Committee Members among themselves.

(Newly established)(Notice for Convening of Meetings of Audit andSupervisory Committee)
Article 30 Notice for convening a meeting of the Audit andSupervisory Committee shall be sent to each
Audit and Supervisory Committee Member at
least five (5) days prior to the date of themeeting; provided, however, that such period
may be shortened in case of emergency.

(Newly established)(Regulations of the Audit and Supervisory Committee)
Article 31 Except as otherwise provided for in laws andregulations or the Articles of Incorporation,
matters concerning the Audit and Supervisory
Committee shall be governed by the Regulationsof the Audit and Supervisory Committeeprescribed by the Audit and Supervisory
Committee.

Chapter 5 Audit & Supervisory Board Members andAudit & Supervisory Board(Deleted)(Deleted)(Number)
Article 31 The number of Audit & Supervisory Board
Members shall not exceed six (6).

-9-Current Articles of Incorporation

Proposed Amendments(Appointment)
Article 32 Audit & Supervisory Board Members shall be
appointed at general meetings of shareholders.
2 Audit & Supervisory Board Members shall be
appointed by a resolution adopted by a majorityof the votes of the shareholders present at themeeting, where shareholders holding 1/3 or moreof the total voting rights of the shareholders who
may exercise the voting rights are in attendance.

(Deleted)(Term)
Article 33 The term of Audit & Supervisory Board
Members shall be by the closing of the annual
general meeting of shareholders related to the lastof the business years ending within four (4) yearsof the appointment.
2 The term of an Audit & Supervisory Board
Member appointed to fill a vacancy created by anearlier retirement of any Audit & Supervisory
Board Member shall be the remaining period ofterm of such Audit & Supervisory Board Member
who retired.

(Deleted)(Full-time Audit & Supervisory Board Member andStanding Audit & Supervisory Board Member)
Article 34 The Audit & Supervisory Board shall appointfull-time Audit & Supervisory Members by its
resolution.
2 Audit & Supervisory Board Members may
appoint a few standing Audit & Supervisory
Board Members among themselves.

(Deleted)(Composition of Audit & Supervisory Board)
Article 35 The Audit & Supervisory Board shall be composedof Audit & Supervisory Board Members.

(Deleted)(Notice for Convening of Meetings of Audit &Supervisory Board)
Article 36 Notice for convening a meeting of the Audit &Supervisory Board shall be sent to each Audit &Supervisory Board Member five (5) days prior to
the date of the meeting; provided, however, thatsuch period may be shortened in case of
emergency.

(Deleted)(Method of Resolution by Audit & Supervisory Board)
Article 37 Resolutions of the Audit & Supervisory Board
shall be adopted by a majority of Audit &Supervisory Board Members unless otherwise
provided for in laws and regulations.

(Deleted)-10-Current Articles of Incorporation

Proposed Amendments(Minutes)
Article 38 A summary and results of the proceedings at a
meeting of the Audit & Supervisory Board aswell as other matters provided for in laws andregulations shall be recorded in the minutes, andAudit & Supervisory Board Members present at
the meeting shall affix their names and seals
thereon.

(Deleted)(Agreement on Limiting Liabilities of Outside Audit &Supervisory Board Members)
Article 39 The Company may enter into an agreement with
its Outside Audit & Supervisory Board Members
to limit the liabilities of damages in accordancewith the provisions of Article 427, Paragraph 1 of
the Companies Act in case of falling under therequirements provided for in laws and regulations
related to liabilities of damages pursuant to
Article 423, Paragraph 1 of the Companies Act;
provided, however, that the maximum amount ofliabilities under the agreement shall be theamount provided for in laws and regulations.

(Deleted)

Chapter 6 Accounting Auditors

Chapter 6 Accounting Auditors

Articles 40 and 41(Text omitted)

Articles 32 and 33

Chapter 7 Accounting
Articles 42 to 45(Unchanged)

Chapter 7 Accounting(Text omitted)

Articles 34 to 37(Newly established)(Newly established)

Supplementary Provisions(Transitional Measures Regarding Exemption from
Liability of Audit & Supervisory Board Member)
The agreements to limit liability pursuant to Article 423,
Paragraph 1 of the Companies Act for acts conducted by
Outside Audit & Supervisory Board Members (including
former Outside Audit & Supervisory Board Members)
entered into before the conclusion of the 94th Annual General
Meeting of Shareholders shall still be governed by Article 39of the Articles of Incorporation before the amendment, which
was resolved at the said Annual General Meeting of
Shareholders.

-11-(Unchanged)

Current Articles of Incorporation

Proposed Amendments(Newly established)(Transitional Measures Regarding Measures forElectronic Provision, etc.)
1 The deletion of Article 14 (Disclosure via the Internet ofReference Documents for a General Meeting of
Shareholders etc., and Deemed Provision of Information)of the current Articles of Incorporation and theestablishment of Article 14 (Measures for Electronic
Provision, etc.) of the proposed amendment shall comeinto effect on September 1, 2022 (the “Effective Date”).
However, the Article 14 of the current Articles ofIncorporation shall remain in force with respect to a
general meeting of shareholders to be held on a datewithin six (6) months after the Effective Date.
2 These supplementary provisions shall be deleted on thedate after six (6) months have lapsed from the Effective
Date or on the date after three (3) months have lapsed
from the date of the general meeting of shareholders set
forth in the preceding paragraph, whichever is later.

-12-

Proposal 2:

Election of Eight (8) Directors (Excluding Directors Serving as Audit and Supervisory
Committee Members)

Subject to the resolution for approval of Proposal 1, “Partial Amendments to the Articles of Incorporation,”
the Company will transition to a company with an Audit and Supervisory Committee. The terms of office of
all thirteen (13) Directors will accordingly expire at the conclusion of this General Meeting of Shareholders.
The Company would like to propose that eight (8) Directors (excluding Directors serving as Audit andSupervisory Committee Members) be elected.
The candidates for Directors (excluding Directors serving as Audit and Supervisory Committee Members)
have been determined by the Board of Directors based on the recommendations of the Nomination Advisory
Committee.
The resolution for this proposal will take effect subject to the partial amendments to the Articles ofIncorporation, as proposed in Proposal 1, having taken effect.
The candidates for Directors (excluding Directors serving as Audit and Supervisory Committee Members)
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

Executive Officer Representative President

92.3%(12 out of 13 meetings)

3

Hideki Takei

Reappointment

4

Kazuyuki Ishibashi

Reappointment

5

Masaaki Jono

Reappointment

6

Sumio Kuratomi

Reappointment
Outside Director
Independent Officer

Outside Director

84.6%(11 out of 13 meetings)

7

Hiroko Shibasaki

Reappointment
Outside Director
Independent Officer

Outside Director

90.0%(9 out of 10 meetings)

8

Tatsuya Kaneko

New appointment
Outside Director
Independent Officer—

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
General Manager, Green Innovation Business
Unit
Responsible for overall technology andoverall sales

100.0%(13 out of 13 meetings)

100.0%(13 out of 13 meetings)

100.0%(13 out of 13 meetings)—

Notes: 1. The percentage of attendance at the Board of Directors meetings indicated for Ms. Hiroko Shibasaki reflects theBoard of Directors meetings held after she assumed office as Director on June 25, 2021.
2. The responsibilities are as of April 1, 2022.
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. Please refer to Page 55 (Japanese original) for theoutline of this insurance agreement. If this proposal is approved and the candidates take office as Directors, they will
be covered as the insured by the insurance agreement.
4. The age of each candidate in the following pages is as of the conclusion of this General Meeting of Shareholders.

-13-Candidate No. 1

Matsuji Nishimura
Date of birth:
August 5, 1947
(74 years old)
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
Number of shares of the Company held: 129,900 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, engaging in efforts to enhance the oversight function for business execution 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.

-14-

Candidate No. 2

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
April 2022 Executive Officer Representative President, the Company (tothe present)

Naofumi Sato
Date of birth:
August 27, 1951
(70 years old)

[Significant concurrent positions]
None

Reappointment

Number of shares of the Company held: 8,600 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, ever since taking office as Representative Director
and President, he has been fulfilling his duties including the implementation of various measures to achieve
the Company’s Medium-term Management Plan, and the formulation of the Company’s Long-term Vision.
Therefore, the Company nominates him as a candidate for Director.
[Special remarks]
There are no special interests between the candidate and the Company.

-15-

Candidate No. 3

Hideki Takei
Date of birth:
July 14, 1955
(66 years old)
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: 28,100 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 in the Tokyo Metropolitan area
based on his extensive work experience and his expertise. He has been fulfilling his duties appropriately andis 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.

-16-

Candidate No. 4

Kazuyuki Ishibashi
Date of birth:
March 8, 1959
(63 years old)

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

Reappointment[Significant concurrent positions]
None
Number of shares of the Company held: 24,300 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 Secretarial Office, safety, humanresources and labor affairs, and general affairs. Since taking office as Vice President Executive Officer inJune 2020, he has been in charge of overall business duties, as well as the promotion of DX (digitaltransformation). 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.

-17-

Candidate No. 5

Masaaki Jono
Date of birth:January 1, 1955
(67 years old)
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
Responsible for overall technology and overall sales
July 2021 Director and Vice President Executive Officer, the Company
General Manager, Green Innovation Business Unit (to thepresent)
Responsible for overall technology and overall sales[Significant concurrent positions]
None
Number of shares of the Company held: 23,600 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 Vice President Executive Officer in June 2020, he has been in
charge of technology and sales overall, working to achieve synergies and to expand the business area as
General Manager of Green Innovation Business Unit. He has been thus fulfilling his duties appropriately, andis 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.

-18-

Candidate No. 6

Sumio Kuratomi

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)

Date of birth:
August 13, 1953
(68 years old)

[Significant concurrent positions]Representative Director and Chairman, NISHI-NIPPON RAILROAD CO.,LTD.
Reappointment
Chairman, GENERAL INCORPORATED ASSOCIATION KYUSHU
Outside Director
ECONOMIC FEDERATION
Independent Officer
Outside Director, THE FUKUOKA CHUO BANK, LTD. (scheduled to retirein June 2022)
External Director, Audit & Supervisory Committee Member, THE BANK OFFUKUOKA, LTD.
Outside Director, THE TORIGOE CO., LTD.
Number of shares of the Company held: 900 shares
Number of years served as the Company’s Outside Director: 6 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 considerable expertise on regional economies, as well as deep insight in corporate
management and outstanding oversight capabilities. Using his wealth of experience and knowledge, he has
provided constructive opinions and recommendations at the Board of Directors meeting from an independentand objective standpoint and significantly contributed to the strengthening of the oversight functions of theBoard of Directors. The Company expects that he will continue to make valuable recommendations tostrengthen 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 his reappointment is approved, the Company willenter into the same limited liability agreement as above 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
the Company has transactions with NISHI-NIPPON RAILROAD CO., LTD., the amount of suchtransactions accounted for less than 0.1% of net sales of the Company and of NISHI-NIPPONRAILROAD 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 Officers, in addition to applying the standards prescribedby the TOKYO STOCK EXCHANGE and the FUKUOKA STOCK EXCHANGE, the Company has
established its own Independence Standards for Outside Officers (Page 28). As Mr. Sumio Kuratomi has
been determined to satisfy the requirements under these standards, the Company has filed a notification
with the said exchanges, designating him as an Independent Officer.

-19-

Candidate No. 7

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)
June 2021 Director, the Company (to the present)

Hiroko Shibasaki[Significant concurrent positions]
Outside Director, Audit and Supervisory Committee Member, MAZDA
MOTOR CORPORATION

Date of birth:
July 6, 1953
(68 years old)
Reappointment
Outside Director
Independent Officer

Number of shares of the Company held: 0 shares
Number of years served as the Company’s Outside Director: 1 year
[Reasons for nomination as a candidate for Outside Director and expected roles]
Ms. Hiroko Shibasaki has not only considerable experience in different lines of businesses and industries but
also deep insights in marketing and risk management. Using her wealth of experience and knowledge, she
has provided constructive opinions and recommendations at the Board of Directors meeting from an
independent and objective standpoint and significantly contributed to the strengthening of the oversightfunctions of the Board of Directors. The Company expects that she will continue to make valuable
recommendations to strengthen the corporate governance of the Company, and therefore nominates her as a
candidate for Outside Director.
[Limited liability agreement with Outside Director]
The Company has entered into an agreement with Ms. Hiroko Shibasaki 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. If her reappointment is approved, the Company
will enter into the same limited liability agreement as above with her.
[Special remarks]
1. 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.
2. 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.
3. In order to ensure the independence of Outside Officers, in addition to applying the standards prescribedby the TOKYO STOCK EXCHANGE and the FUKUOKA STOCK EXCHANGE, the Company has
established its own Independence Standards for Outside Officers (Page 28). As Ms. Hiroko Shibasaki has
been determined to satisfy the requirements under these standards, the Company has filed a notification
with the said exchanges, designating her as an Independent Officer.

-20-

Candidate No. 8

Tatsuya Kaneko

Career summary, positions and responsibilities in the Company
June 2005 Managing Officer, TOYOTA MOTOR CORPORATION (retired
in June 2011)
June 2011 Director and Senior Managing Executive Officer, DAIHATSU
MOTOR CO., LTD.
June 2013 Vice President and Director, DAIHATSU MOTOR CO., LTD.
(retired in June 2015)
June 2015 Representative Director and President, TOYOTA MOTOR
KYUSHU, INC.
June 2018 Representative Director and Chairman, TOYOTA MOTOR
KYUSHU, INC. (retired in June 2021)[Significant concurrent positions]
None

Date of birth:
June 10, 1953
(69 years old)
New appointment
Outside Director
Independent Officer

Number of shares of the Company held: 2,000 shares[Reasons for nomination as a candidate for Outside Director and expected roles]
Mr. Tatsuya Kaneko possesses not only extensive experience and outstanding oversight capabilities related
to overall corporate management cultivated through his service as Representative Director of a company ina different line of business and industry, but also global expertise on marketing and production at
manufacturing companies. The Company expects that, using his wealth of experience and knowledge, Mr.
Tatsuya Kaneko will duly provide constructive opinions and recommendations at the Board of Directors
meeting from an independent and objective standpoint for the strengthening of the oversight functions of theBoard of Directors. Therefore, the Company nominates him as a new candidate for Outside Director.
[Limited liability agreement with Outside Director]
If the election of Mr. Tatsuya Kaneko is approved, the Company will enter into an agreement with him to
limit his liability pursuant to Article 423, Paragraph 1 of the Companies Act. The maximum amount ofliability 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. In order to ensure the independence of Outside Officers, in addition to applying the standards prescribedby the TOKYO STOCK EXCHANGE and the FUKUOKA STOCK EXCHANGE, the Company has
established its own Independence Standards for Outside Officers (Page 28). As Mr. Tatsuya Kaneko has
been determined to satisfy the requirements under these standards, the Company will file a notification
with the said exchanges, designating him as an Independent Officer.

-21-

Proposal 3: Election of Four (4) Directors Serving as Audit and Supervisory Committee Members
Subject to the resolution for approval of Proposal 1, “Partial Amendments to the Articles of Incorporation,”
the Company will transition to a company with an Audit and Supervisory Committee. Accordingly, theCompany would like to propose that four (4) Directors serving as Audit and Supervisory Committee Members
be elected.
The candidates for Directors serving as Audit and Supervisory Committee Members have been determinedby the Board of Directors based on the recommendations of the Nomination Advisory Committee. The consent
of the Audit & Supervisory Board has been obtained for this proposal.
The resolution for this proposal will take effect subject to the partial amendments to the Articles ofIncorporation, as proposed in Proposal 1, having taken effect.
The candidates for Directors serving as Audit and Supervisory Committee Members are as follows.

No.

Name

1

Shinji Kato

2

Yukinori Michinaga

3Toru Yoshizako

4

Hidetoshi Soeda

Current positions and responsibilities in the Company

New appointment
New appointment
Outside Director
Independent Officer
New appointment
Outside Director
Independent Officer
New appointment
Outside Director
Independent Officer

Attendance at Audit& Supervisory
Board meeting

Audit & Supervisory Board Member

100.0%(11 out of 11 meetings)

Outside Audit & Supervisory Board Member

90.9%(10 out of 11 meetings)

Outside Audit & Supervisory Board Member

100.0%(9 out of 9 meetings)

Outside Audit & Supervisory Board Member

100.0%(9 out of 9 meetings)

Notes: 1. The percentages of attendance at the Audit & Supervisory Board meetings indicated for Mr. Toru Yoshizako and
Mr. Hidetoshi Soeda reflect the Audit & Supervisory Board meetings held after they assumed office as Audit &Supervisory Board Members on June 25, 2021.
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. Please refer to Page 55 (Japanese original) for theoutline of this insurance agreement. If this proposal is approved and the candidates take office as Directors, they
will be covered as the insured by the insurance agreement.
3. The age of each candidate in the following pages is as of the conclusion of this General Meeting of Shareholders.

-22-Candidate No. 1

Shinji Kato
Date of birth:
August 6, 1959
(62 years old)

Career summary, positions and responsibilities in the Company
April 1982 Joined the Company
April 2012 General Manager, Corporate Planning Div., the Company
April 2013 General Manager, Corporate Strategic Planning Office, theCompany
July 2015 General Manager, Corporate Strategic Planning Office, andGeneral Manager, Related Business Office, the Company
April 2016 General Manager, Corporate Strategic Planning Office, theCompany
April 2017 President of Kyudenko Academy, Human Resources andLabor
Affairs Div., the Company
June 2019 Audit & Supervisory Board Member, the Company (to thepresent)[Significant concurrent positions]
None

New appointment

Number of shares of the Company held: 5,200 shares[Reasons for nomination as a candidate for Director serving as Audit and Supervisory Committee Member]
Since joining the Company, Mr. Shinji Kato has been mainly engaged in duties in the finance and accounting
division, thus having extensive knowledge in such field. He also has extensive familiarity with managementof a company group such as by being involved in the corporate planning division. The Company expects that
he will contribute to governance enhancement, and therefore nominates him as a candidate for Director
serving as Audit and Supervisory Committee Member.
[Special remarks]
There are no special interests between the candidate and the Company.

-23-

Candidate No. 2

Yukinori
Michinaga
Date of birth:
November 1, 1957
(64 years old)
New appointment
Outside Director
Independent Officer

Career summary, positions and responsibilities 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

Number of shares of the Company held: 0 shares[Reasons for nomination as a candidate for Outside Director serving as Audit and Supervisory Committee Member
and expected roles]
Mr. Yukinori Michinaga has extensive experience and broad knowledge as a corporate manager, and has
made contributions to strengthening the oversight functions in the Company by providing useful input at theBoard of Directors meetings and other relevant meetings. The Company expects that he will continue tocontribute in strengthening the Company’s governance, and therefore nominates him as a candidate for
Outside Director serving as Audit and Supervisory Committee Member.
[Limited liability agreement with Outside Director serving as Audit and Supervisory Committee Member]If the election of Mr. Yukinori Michinaga is approved, the Company will enter into an agreement with him
to limit his liability pursuant to Article 423, Paragraph 1 of the Companies Act. The maximum amount ofliability pursuant to the agreement is the minimum amount stipulated by laws and regulations.
[Special remarks]
1. 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 1.8% of net sales of the Company and of
SAIBU GAS HOLDINGS CO., LTD. in the most recent fiscal year.
2. In order to ensure the independence of Outside Officers, in addition to applying the standards prescribedby the TOKYO STOCK EXCHANGE and the FUKUOKA STOCK EXCHANGE, the Company has
established its own Independence Standards for Outside Officers (Page 28). As Mr. Yukinori Michinaga
has been determined to satisfy the requirements under these standards, the Company has filed anotification with the said exchanges, designating him as an Independent Officer.
3. Mr. Yukinori Michinaga currently serves as Outside Audit & Supervisory Board Member of the Company.
He will have been in office for three (3) years since at the conclusion of this General Meeting of
Shareholders.

-24-Candidate No. 3

Toru Yoshizako
Date of birth:
September 20, 1952
(69 years old)

Career summary, positions and responsibilities 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. (to the present)
June 2021 Audit & Supervisory Board Member, the Company (to thepresent)[Significant concurrent positions]
None

New appointment
Outside Director
Independent Officer

Number of shares of the Company held: 0 shares[Reasons for nomination as a candidate for Outside Director serving as Audit and Supervisory Committee Member
and expected roles]
Mr. Toru Yoshizako has extensive experience and broad knowledge as a corporate manager, and has madecontributions to strengthening the oversight functions in the Company by providing useful input at the Boardof Directors meetings and other relevant meetings. The Company expects that he will continue to contributein strengthening the Company’s governance, and therefore nominates him as a candidate for Outside Director
serving as Audit and Supervisory Committee Member.
[Limited liability agreement with Outside Director serving as Audit and Supervisory Committee Member]If the election of Mr. Toru Yoshizako is approved, the Company will enter into an agreement with him to
limit his liability pursuant to Article 423, Paragraph 1 of the Companies Act. The maximum amount ofliability 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 KYUSHUELECTRIC 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. Although the Company has
transactions with KYUDEN SANGYO.CO., INC., the amount of such transactions accounted for lessthan 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 Officers, in addition to applying the standards prescribedby the TOKYO STOCK EXCHANGE and the FUKUOKA STOCK EXCHANGE, the Company has
established its own Independence Standards for Outside Officers (Page 28). As Mr. Toru Yoshizako has
been determined to satisfy the requirements under these standards, the Company has filed a notification
with the said exchanges, designating him as an Independent Officer.
4. Mr. Toru Yoshizako currently serves as Outside Audit & Supervisory Board Member of the Company. He
will have been in office for one (1) year since at the conclusion of this General Meeting of Shareholders.

-25-Candidate No. 4

Hidetoshi Soeda
Date of birth:
March 20, 1955
(67 years old)
New appointment
Outside Director
Independent Officer

Career summary, positions and responsibilities 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)
June 2021 Audit & Supervisory Board Member, the Company (to thepresent)[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 Director serving as Audit and Supervisory Committee Member
and expected roles]
Mr. Hidetoshi Soeda has extensive experience and broad knowledge as a corporate manager, and has madecontributions to strengthening the oversight functions in the Company by providing useful input at the Boardof Directors meetings and other relevant meetings. The Company expects that he will continue to contributein strengthening its governance, and therefore nominates him as a candidate for Outside Director serving as
Audit and Supervisory Committee Member.
[Limited liability agreement with Outside Director serving as Audit and Supervisory Committee Member]If the election of Mr. Hidetoshi Soeda is approved, the Company will enter into an agreement with him 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.
[Special remarks]
1. Mr. Hidetoshi Soeda is President and Representative Director of SEIKO ELECTRIC CO., LTD., and theCompany holds 8.88% shares in the company. Although the Company has transactions with SEIKO
ELECTRIC CO., LTD., the amount of such transactions accounted for less than 1.5% 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 Officers, in addition to applying the standards prescribedby the TOKYO STOCK EXCHANGE and the FUKUOKA STOCK EXCHANGE, the Company has
established its own Independence Standards for Outside Officers (Page 28). As Mr. Hidetoshi Soeda has
been determined to satisfy the requirements under these standards, the Company has filed a notification
with the said exchanges, designating him as an Independent Officer.
3. Mr. Hidetoshi Soeda currently serves as Outside Audit & Supervisory Board Member of the Company.
He will have been in office for one (1) year since at the conclusion of this General Meeting of
Shareholders.

-26-

Proposal 4:

Establishment of the Maximum Amount of Remuneration for Directors (Excluding Directors
Serving as Audit and Supervisory Committee Members)

Subject to the resolution for approval of Proposal 1, “Partial Amendments to the Articles of Incorporation,”
the Company will transition to a company with an Audit and Supervisory Committee. Accordingly, the Company
would like to request shareholders’ approval to establish a maximum amount of remuneration for Directors(excluding Directors serving as Audit and Supervisory Committee Members) that will replace the currently
applicable maximum amount of remuneration for Directors.
To date, the maximum amount of remuneration for Directors has been 500 million yen per year as approvedat the 80th Annual General Meeting of Shareholders held on June 27, 2008.
The Company proposes to establish the maximum amount of remuneration for Directors (excluding
Directors serving as Audit and Supervisory Committee Members) at 700 million yen per year (including 50
million yen per year for Outside Directors) in consideration of conditions including the following: the number
of Directors (excluding Directors serving as Audit and Supervisory Committee Members); the economic
environment; the levels of remuneration in other companies; and increase in the roles and presence of Executive
Officers as members of the management team. The proposed maximum amount includes Executive Officer
remuneration for Directors who also serve as Executive Officers.
The Company has determined this maximum amount of remuneration in consideration of the management
environment, the salary levels of employees of the Company, and the levels of management remuneration inother companies in accordance with the “Policy on Determining Remuneration, etc.” described on Page 51(Japanese original), the basis for determining the remuneration of Directors (excluding Directors serving as
Audit and Supervisory Committee Members). The Company thus considers that this amount is appropriate inlight of the determination policy. The Remuneration Advisory Committee, which includes Independent Outside
Directors as its members, has also reported that it is appropriate.
The Company currently has thirteen (13) Directors. Subject to the resolutions for approval of Proposal 1
and Proposal 2, the number of the Directors (excluding Directors serving as Audit and Supervisory Committee
Members) will be eight (8), including three (3) Outside Directors.
Additionally, the resolution for this proposal will take effect subject to the partial amendments to the Articles
of Incorporation, as proposed in Proposal 1, having taken effect.
Proposal 5:

Establishment of the Maximum Amount of Remuneration for Directors Serving as Audit andSupervisory Committee Members

Subject to the resolution for approval of Proposal 1, “Partial Amendments to the Articles of Incorporation,”
the Company will transition to a company with an Audit and Supervisory Committee. Accordingly, the Company
would like to request shareholders’ approval to establish a maximum amount of remuneration for Directors
serving as Audit and Supervisory Committee Members that will replace the currently applicable maximum
amount of remuneration for Audit & Supervisory Board members.
To date, the maximum amount of remuneration for Audit & Supervisory Board members has been 110
million yen per year as approved at the 78th Annual General Meeting of Shareholders held on June 29, 2006.
The Company proposes to establish the maximum amount of remuneration for Directors serving as Audit
and Supervisory Committee Members at 110 million yen per year in consideration of the recent economic andother circumstances as well as the significance of their responsibilities.
The Company has determined this maximum amount of remuneration in consideration of the management
environment and the levels of management remuneration in other companies, and thus considers that this amountis appropriate. The Remuneration Advisory Committee, which includes Independent Outside Directors as its
members, has also reported that it is appropriate.
Subject to the resolutions for approval of Proposal 1 and Proposal 3, the number of Directors serving as
Audit and Supervisory Committee Members will be four (4), including three (3) Outside Directors.
Additionally, the resolution for this proposal will take effect subject to the partial amendments to the Articles
of Incorporation, as proposed in Proposal 1, having taken effect.

-27-

(Reference)
1. Policy and Procedures for Nomination of Candidates for Directors
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 (3) ormore Directors including at least one (1) independent Outside Director. The Nomination Advisory Committee
shall resolve proposals for nomination of candidates for Directors and for dismissal of Directors (excluding
Directors serving as Audit and Supervisory Committee Members), and submit such proposals to the Board of
Directors.
(1) Nomination of candidates for Directors (excluding Directors serving as Audit and Supervisory Committee
Members)
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 (excluding Directors serving as Audit
and Supervisory Committee Members), and shall nominate individuals who have been determined to satisfy theCompany’s “Independence Standards for Outside Officers” as well as requirements under applicable laws andregulations, 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 Directors serving as Audit and Supervisory Committee 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 and supervising overall management and providing valuable opinions at important
meetings, including meetings of the Audit and Supervisory Committee and meetings of the Board of Directors
as candidates for Audit and Supervisory Committee Members, and shall nominate individuals who have been
determined to satisfy the requirements prescribed by the Companies Act and have extensive experience andbroad knowledge as candidates for Outside Audit and Supervisory Committee Members.
2. Independence Standards for Outside Officers
An Outside Officer is determined to be independent by the Company if none of the following attributes applies
to the Outside Officer 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
an Outside Officer.
(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 Director of theCompany) (If the recipient of such remuneration is an organization, a person who is affiliated with suchorganization).
(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 members or employee.

-28-

(Reference)
Skills Matrix of the Board of Directors after the Annual General Meeting of Shareholders* If the election of each candidate described in this notice is approved as originally proposed, the expertise andexperience of the Directors will be as below. Note that “Positions and responsibilities” and members of theNomination Advisory Committee and the Remuneration Advisory Committee are to be formally determined at theBoard of Directors meeting after this General Meeting of Shareholders.
Expected skill areas

Name

Matsuji
Nishimura

Positions and responsibilities

Director andChairman

Executive Officer
Representative
President
Representative
Director and Vice
Hideki Takei
President
Executive Officer
Representative
Director and Vice
Kazuyuki Ishibashi President
Executive Officer
Representative
Director and Vice
Masaaki Jono
President
Executive Officer

Naofumi Sato

Sumio Kuratomi

Director

Nomina- Remunera- Corporate
manageLegal/
tion
tion
ment/
Finance/
Risk
Advisory Advisory
Committee Committee Manage- Accounting management
ment
strategy

Male

✓

✓

✓

Male

✓

✓

✓

Male

✓

Male

✓

Male

✓

OutsideIndependent

✓

✓

✓

✓

✓

✓

✓

✓

✓

HR andlabor
Sustainaffairs/
Sales/ Technology/
Globalability/HR
Marketing R&D/safety
experience
ESG/DXdevelopment

✓
✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Male

Hiroko Shibasaki

Director

Tatsuya Kaneko

Director

OutsideIndependent
FemaleOutsideIndependent

✓

✓

✓

✓

✓

Male

Shinji Kato
Yukinori
Michinaga
Toru Yoshizako
Hidetoshi Soeda

Director, Audit andSupervisory
Committee Member
Director, Audit andSupervisory
Committee Member
Director, Audit andSupervisory
Committee Member
Director, Audit andSupervisory
Committee Member

Full-time
Male
OutsideIndependent

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Male
OutsideIndependent

✓

✓

✓

✓

Male
OutsideIndependent

Male

-29-

✓

✓