Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 1941)
June 6, 2023
(Commencement date of electronic provision: June 1, 2023)
To Shareholders with Voting Rights:
SAKOTANI Akira
Representative Director and Chairperson
CHUDENKO CORPORATION
6-12 Koamicho, Naka-ku, Hiroshima

NOTICE OF CONVOCATION OF
THE 107th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our sincere gratitude for your continued support.
You are cordially invited to attend the 107th Annual General Meeting of Shareholders of CHUDENKOCORPORATION (the “Company”). The meeting will be held for the purposes as described below.
The Company has taken measures for electronic provision for the convocation of this General Meeting of
Shareholders, and the matters subject to electronic provision are posted on the Company’s website on theInternet. Please review the information on the following website.
[Company’s website]
https://www.chudenko.co.jp/en/info/
In addition to the above, this information is also posted on the Tokyo Stock Exchange (TSE) website. Please
access the following website, enter the Company’s name (CHUDENKO) or its stock exchange code (1941),
search, and select “Basic information” and then “Documents for public inspection/PR information” to checkthe available content.
[Tokyo Stock Exchange website]
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Shareholders can exercise voting rights by any of the following methods instead of attending the venue of
the General Meeting of Shareholders in person. Please review the attached Reference Documents for the
General Meeting of Shareholders and exercise your voting rights no later than 5:30 p.m. on Monday, June 26,
2023, Japan time.
To exercise voting rights via the Internet or other similar means
Please read the “Guidance on the Exercise of Voting Rights via the Internet or other similar means” onpages 5 to 6 of the Japanese version of this document and enter your vote for or against the proposals by theabove exercise deadline.
Additionally, the Company participates in the electronic voting rights exercise platform for institutional
investors operated by ICJ, Inc., and voting rights may be exercised on the said platform.
To exercise voting rights in writing
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form andreturn it so that it arrives by the above exercise deadline.

1. Date and Time:
2. Venue:

Tuesday, June 27, 2023 at 10:00 a.m., Japan time
The reception is scheduled to begin at 9:00 a.m.
Large Conference Room, 11th floor of the Head Quarter of the Company
6-12 Koamicho, Naka-ku, Hiroshima (Chudenko Heiwa-odori Building)

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements, and Nonconsolidated Financial Statements for the Company’s 107th Fiscal Year (April
1, 2022 - March 31, 2023)
2. Results of audits by the Accounting Auditor and the Board of Corporate
Auditors of the Consolidated Financial Statements for the Company’s 107th
Fiscal Year
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of 7 Directors (Excluding Directors Who Are Audit & Supervisory
Proposal 3:
Committee Members)
Election of 4 Directors Who Are Audit & Supervisory Committee Members
Proposal 4:
Establishment of Remuneration Amounts for Directors (Excluding Directors
Proposal 5:
Who Are Audit and Supervisory Committee Members)
Establishment of Remuneration Amounts for Directors Who Are Audit andProposal 6:
Supervisory Committee Members
Establishment of Remuneration for Granting Shares with Restriction on
Proposal 7:
Transfer for Directors (excluding Directors Who Are Audit and Supervisory
Committee Members and Outside Directors)
4. Other Decisions Regarding the Convocation:(1) If voting rights are exercised by a shareholder both via the Internet, etc. and in writing, only the vote
exercised via the Internet, etc. will be treated as valid.
(2) If voting rights are exercised by a shareholder multiple times via the Internet, etc., only the last vote
exercised will be deemed valid.
(3) If there is no indication of a vote for or against any proposal on the Voting Rights Exercise Form, it
will be treated as an indication of approval for the proposal.
•
•
•

•

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
Documents to be delivered to shareholders who have not requested document delivery include the Reference Documents for
the General Meeting of Shareholders in addition to the matters required by laws and regulations.
Pursuant to laws and regulations as well as Article 17, Paragraph 2 of the Company’s Articles of Incorporation, documents
to be delivered to shareholders who have requested document delivery do not include the following matters subject toelectronic provision. Accordingly, such documents are part of the documents audited by the Corporate Auditors and the
Accounting Auditor in the course of preparation of audit reports.
1. “Matters Regarding Stock Acquisition Rights, etc. of the Company” and “Structures to Secure the Appropriateness of
Operations and Operational Status of Said Structures” of the Business Report
2. “Consolidated Statements of Changes in Net Assets” and “Notes to the Consolidated Financial Statements” of theConsolidated Financial Statements
3. “Non-consolidated Statements of Changes in Net Assets” and “Notes to the Non-consolidated Financial Statements” of
the Non-consolidated Financial Statements
Any revisions to the matters subject to electronic provision will be provided on each website on which the matters areposted after revisions have been made.

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Appropriation of Surplus
Based on the “Basic Principles on Capital Policy” below, the Company emphasizes continued and stabledividends, with a dividend policy of providing dividends with a DOE (dividends on consolidated equity ratio)of about 2.7%.
[Basic Principles on Capital Policy]
Upon consideration of ordinary operating funds and response to unexpected risks, the Company utilizes
internal funds for investment toward continued growth while comprehensively considering factors
including business results and the management environment, aiming to improve corporate value over the
medium to long term through enriching shareholder returns.
(1) Investment toward continued growth
Effectively utilize internal funds for investment that will lead to future growth, including initiatives inbusiness expansion, personnel development, and strengthening research and development.
(2) Enriching shareholder returns
Provide continued and stable dividends in view of business results and other factors.
Furthermore, in comprehensive consideration of the management environment, among other factors,
implement treasury stock acquisitions as necessary.
As a result, the Company proposes the following regarding year-end dividends for the 107th fiscal year
(FY2022):(1) Type of dividend property
Cash(2) Matters related to allocation of dividend property to shareholders and its total amount
52 yen per share of the Company’s common stock
Total of 2,849,224,612 yen(3) Effective date of distribution of surplus
June 28, 2023

Proposal 2: Partial Amendments to the Articles of Incorporation
1. Reasons for amendments(1) In addition to enabling swift decision-making and execution of operations by delegating authority for the
execution of operations from the Board of Directors to Directors, with the aim of further enhancing corporate
governance, including strengthening the supervisory functions of the Board of Directors by appointing
Directors who are Audit and Supervisory Committee Members, who have voting rights, etc., in the Boardof Directors, the Company proposes to transition from a company with a board of corporate auditors to acompany with an audit and supervisory committee. In line with this transition, the Articles of Incorporation
will be amended to newly establish provisions concerning the Audit and Supervisory Committee and Audit
and Supervisory Committee Members, and delete the provisions concerning Corporate Auditors and theBoard of Corporate Auditors, among other amendments.
(2) Changes to article numbering and other necessary changes in line with the above.
2. Details of amendments
The details of the amendments are as follows.
This proposal shall take effect from the conclusion of this General Meeting of Shareholders.
(Amended parts are underlined.)
Current Articles of Incorporation
Proposed Amendments(Objectives)(Objectives)
Article 2 The objective of the Company shall be Article 2(Unchanged)
to engage in the following businesses:
1. electrical work;(1) electrical work;
2. telecommunications work;(2) telecommunications work;
3. piping work, including air-conditioning,(3) piping work, including air-conditioning,cooling and heating, water supply andcooling and heating, water supply anddrainage, and installation of sanitary anddrainage, and installation of sanitary andenvironmental pollution prevention
environmental pollution prevention
equipment;
equipment;
4. water utility work;(4) water utility work;
5. disaster prevention equipment and(5) disaster prevention equipment andfirefighting equipment work;
firefighting equipment work;
6. steel structure work;(6) steel structure work;
7. civil engineering work;(7) civil engineering work;
8. construction work;(8) construction work;
9. paving work;(9) paving work;
10. painting work;(10) painting work;
11. scaffolding, civil engineering, and(11) scaffolding, civil engineering, andconcreting work;
concreting work;
12. manufacture, sale, repair, installation,(12) manufacture, sale, repair, installation,and rental of electrical equipment andand rental of electrical equipment anddevices, mechanical equipment anddevices, mechanical equipment andconstruction materials and tools;
construction materials and tools;
13. telecommunications business;(13) telecommunications business;
14. planning, development, sale, rental,(14) planning, development, sale, rental,
operation, and maintenance of software
operation, and maintenance of softwareand information processing systems;
and information processing systems;
15. design and construction supervision of(15) design and construction supervision of
structures;
structures;
16. businesses relating to power generation(16) businesses relating to power generationand supply of electricity;and supply of electricity;
17. engineering, consulting, and(17) engineering, consulting, andmaintenance work related to each of themaintenance work related to each of theabove items;
above items;
18. security business;(18) security business;
19. freight business;(19) freight business;
20. sale and purchase, rental, brokerage, and(20) sale and purchase, rental, brokerage, andmanagement of real estate;
management of real estate;Current Articles of Incorporation
21. businesses relating to agriculture;
22. and any business incidental or related toeach of the foregoing items(Organizational Bodies)
Article 4 The Company shall have the following
organizational bodies in addition to the general
meeting of shareholders and Directors.
1. Board of Directors
2. Corporate Auditors
3. Board of Corporate Auditors
4. Accounting Auditor
CHAPTER II SHARES

Proposed Amendments(21) businesses relating to agriculture;(22) and any business incidental or related toeach of the foregoing items(Organizational Bodies)
Article 4(Unchanged)(1) Board of Directors(2) Audit and Supervisory Committee(Deleted)(3) Accounting Auditor
CHAPTER II SHARES(Rights Regarding Odd Lot Shares)
Article 9 A Shareholder of the Company may
not exercise any right in relation to his or her
shares of less than one share unit other than therights stipulated in each of the following items:
1. the rights set out in each item of Article
189, clause 2 of the Companies Act;
2. the right to request acquisition of sharescombined with acquisition claims;
3. the right to accept allotment of sharesand share purchase warrants inproportion to the amount of shares heldby the Shareholder; and4. the right to make a request stipulated in
the following Article.

(Rights Regarding Odd Lot Shares)
Article 9(Unchanged)(Shareholder Register Administrator)
Article 11
1.
(Omitted)
2. The administrator to manage the shareholder
register and the location of its office shall beselected by resolution of the Board of Directors,
and public notice thereof shall be given.

(Shareholder Register Administrator)
Article 111.
(Unchanged)
2. The administrator to manage the shareholder
register and the location of its office shall beselected by resolution of the Board of Directors
or by decision of a Director delegated by the
Board of Directors, and public notice thereof
shall be given.

(Record Date)
Article 13
1.
(Omitted)
2. Unless otherwise provided in the preceding
paragraph or elsewhere in these Articles ofIncorporation, in the event that it is necessary,
the Company may, upon giving prior public
notice, deem the shareholders or registered sharepledgees whose names have been entered orrecorded in the latest register of shareholders asof a certain date as the shareholders or registeredshare pledgees entitled to exercise their rights.

(Record Date)
Article 13
1.
(Unchanged)
2. Unless otherwise provided in the preceding
paragraph or elsewhere in these Articles ofIncorporation, if necessary, the Company may,upon giving prior public notice, deem theshareholders or registered share pledgees whosenames have been entered or recorded in thelatest register of shareholders as of a certain
date as the shareholders or registered sharepledgees entitled to exercise their rights.

(1) the rights set out in each item of
Article 189, clause 2 of the Companies
Act;(2) the right to request acquisition ofshares combined with acquisition
claims;(3) the right to accept allotment of sharesand share purchase warrants inproportion to the amount of shares heldby the Shareholder; and(4) the right to make a request stipulated in
the following Article.

Current Articles of Incorporation
CHAPTER III GENERAL MEETING OF
SHAREHOLDERS

Proposed Amendments
CHAPTER III GENERAL MEETING OF
SHAREHOLDERS(Convocation and Person with Right to Convene)
Article 14
1. An ordinary general meeting of shareholders of
the Company shall be convened in June eachyear and an extraordinary general meeting ofshareholders shall be convened as required in theevent that it is necessary to do so.
2.
(Omitted)(Convocation and Person with Right to Convene)
Article 14
1. An ordinary general meeting of shareholders of
the Company shall be convened in June eachyear and an extraordinary general meeting ofshareholders shall be convened as required if it
is necessary to do so.
2.
(Unchanged)

CHAPTER IV DIRECTORS AND BOARD OF
DIRECTORSCHAPTER IV DIRECTORS AND BOARD OF
DIRECTORS(Number of Directors)
Article 21 The number of Directors shall not
exceed thirteen (13).

(Number of Directors)
Article 21
1. The number of Directors (excluding Directors
who are Audit and Supervisory Committee
Members) shall not exceed ten (10).
2. The number of Directors who are Audit andSupervisory Committee Members (hereinafter,“Audit and Supervisory Committee Members”)
shall not exceed five (5).

2.

(Newly established)(Election of Directors)
Article 22
1. Directors shall be elected by resolutions of ageneral meeting of shareholders.
2.
3.

(Omitted)(Omitted)(Terms of Office of Directors)
Article 24 The term of office of Directors shall
expire at the conclusion of the Annual General
Meeting of Shareholders for the fiscal year that
ends within one (1) year of their election.

2.

(Newly established)(Election of Directors)
Article 22
1. Directors shall be elected by resolutions of ageneral meeting of shareholders, distinguishing
between Audit and Supervisory Committee
Members and other Directors.
2.
(Unchanged)
3.
(Unchanged)(Terms of Office of Directors)
Article 24
1. The term of office of Directors (excluding
Directors who are Audit and Supervisory
Committee Members) shall expire at theconclusion of the Annual General Meeting of
Shareholders for the fiscal year that ends withinone (1) year of their election.
2. The term of office of Audit and Supervisory
Committee Members shall expire at theconclusion of the annual general meeting ofshareholders for the final fiscal year that ends
within two (2) years of their election.

3

Current Articles of Incorporation(Newly established)

4.

(Newly established)(Directors with Special Titles)
Article 25
1. The Board of Directors shall, by its resolution,
appoint one (1) President-Director
2. Director and President shall oversee theCompany’s operations in accordance with theresolutions of the Board of Directors.
(Representative Directors)
Article 26
1. The Board of Directors shall, by its resolution,
appoint the Representative Directors.

2. The President-Director shall represent theCompany.

3. In addition to the preceding paragraph, theBoard of Directors may, by its resolution,
specify Directors to represent the Company fromamong the Directors as required.

(Newly established)

Proposed Amendments
3. The term of office of an Audit and Supervisory
Committee Member elected to fill a vacancy
caused by the departure of an Audit andSupervisory Committee Member prior to the
expiry of such Audit and Supervisory
Committee Member’s term of office shall
expire at the time the term of office of thedeparting Audit and Supervisory Committee
Member expires.
4. The effective period of a resolution for theelection of a substitute Audit and Supervisory
Committee Member pursuant to Article 329,
Paragraph 3 of the Companies Act shall be until
the commencement of the annual general
meeting of shareholders for the final fiscal yearthat ends within two (2) years of their election,
unless shortened by such resolution.
(Deleted)(Representative Directors and Directors with
Special Titles)
Article 25
1. The Board of Directors shall, by its resolution,
appoint the Representative Directors fromamong the Directors (excluding Directors who
are Audit and Supervisory Committee
Members).
2. The Board of Directors shall, by its resolution,
appoint one (1) Director and President fromamong the Directors (excluding Directors who
are Audit and Supervisory Committee
Members).
3. The Board of Directors may, by its resolution,
appoint one (1) Director and Chairperson fromamong the Directors (excluding Directors who
are Audit and Supervisory Committee
Members). In the event that a Director andChairperson is appointed, “Director andPresident” in Articles 14, 16, 27, and 28 ofthese Articles of Incorporation shall be read as“Director and Chairperson”
4. Director and President shall oversee theCompany’s operations in accordance with theresolutions of the Board of Directors. In theevent that a Director and Chairperson is
appointed, the Director and Chairperson shalloversee the Company’s operations, and the
Director and President shall control the
execution of the Company’s operations.

Current Articles of Incorporation(Chairperson)
Article 27
1. The Board of Directors shall, by its resolution,
appoint one (1) Director and Chairperson
2. The Director and Chairperson shall represent theCompany.
3. In the event that a Director and Chairperson is
appointed, the Director and Chairperson shalloversee the Company’s operations, and the
Director and President shall control the
execution of the Company’s operations.
4. In the event that a Director and Chairperson is
appointed, “Director and President” in Articles
14, 16, 29, and 30 of these Articles ofIncorporation shall be read as “Director andChairperson.”
Article 28
toProposed Amendments(Deleted)

Article 26(Omitted)

Article 29(Person with Right to Convene Board of Director
Meetings and Notice of Convocation of Board of
Director Meetings)
Article 30
1.
(Omitted)
2. The notice of convocation for Board of Directors
meetings shall be delivered to each Director andeach Corporate Auditor at least five (5) days inadvance; provided, however, that such period ofadvance notice may be shortened in case of an
emergency.
3. Board of Directors meetings may be convened
without the Company’s convocation procedureswith the unanimous consent of the Directors andCorporate Auditors.
(Method of Resolution of Board of Directors)
Article 31. A resolution of the Board of Directors
shall be adopted by a majority of the votes at a
meeting of Board of Directors at which amajority of the total number of the directors arepresent.

to(Unchanged)

Article 27(Convocation of Board of Director Meetings)
Article 28
1.
(Unchanged)
2. The notice of convocation for Board of
Directors meetings shall be delivered to each
Director at least three (3) days in advance;
provided, however, that such period of advancenotice may be shortened in case of an
emergency.
3. Board of Directors meetings may be convened
without the Company’s convocation procedureswith the unanimous consent of the Directors.
(Method of Resolution of Board of Directors)
Article 29. A resolution of the Board of
Directors shall be adopted by a majority of thevotes at a meeting of the Board of Directors at
which a majority of the total number of the
Directors who are entitled to take part in the
resolution are present.

Current Articles of Incorporation(Omission of Resolution of the Board of Directors)
Article 32. In the event that a Director submits a
proposal regarding a matter that is the subject ofa resolution by the Board of Directors, and in theevent that all of the Directors indicate theirconsent to the said proposal, either in writing orin electronic form, the Company shall deem suchproposal as having been approved by the Boardof Directors; provided however, that this shallnot be the case if a Corporate Auditor has
indicated opposition to such proposal.

Proposed Amendments(Omission of Resolution of the Board of Directors)
Article 30. In the event that a Director submits a
proposal regarding a matter that is the subject ofa resolution by the Board of Directors, and if allof the Directors (limited to those Directors whoare entitled to take part in the resolution)
indicate their consent to the said proposal,
either in writing or in electronic form, theCompany shall deem such proposal as having
been approved by the Board of Directors.

(Newly established)(Delegation of Decisions on the Execution of
Operations to Directors)
Article 31. Pursuant to the provisions of Article399-13, Paragraph 6 of the Companies Act, theCompany may, by resolution of the Board of
Directors, delegate to Directors all or part of thedecisions on the execution of important
operations (excluding matters listed in the itemsof Article 399-13, Paragraph 5 the Act).

(Minutes of Meetings of the Board of Directors)
Article 33. An outline of the proceedings of themeeting of the Board of Directors, its results, andother matters prescribed by laws and regulations
shall be stated or recorded in the minutes, towhich the Directors and Corporate Auditorspresent shall put their names and affix their seals
or electronic signatures.

(Minutes of Meetings of the Board of Directors)
Article 32.
An outline of the proceedings ofthe meeting of the Board of Directors, its
results, and other matters prescribed by laws
and regulations shall be stated or recorded in
the minutes, to which the Directors present shall
put their names and affix their seals orelectronic signatures.

Article 34.

Article 33.

(Omitted)(Remuneration, etc. for Directors)
Article 35. Remuneration, bonuses, and othereconomic benefits received from the Company
as consideration for the execution of duties(hereinafter, “remuneration, etc.”) shall bedecided by resolution of a general meeting ofshareholders.

(Unchanged)(Remuneration, etc. for Directors)
Article 34. Remuneration, bonuses, and othereconomic benefits received from the Company
as consideration for the execution of duties(hereinafter, “remuneration, etc.”) shall bedecided by resolution of a general meeting ofshareholders, distinguishing between Audit andSupervisory Committee Members and other
Directors.

Current Articles of Incorporation
Article 36.
(Omitted)(Limited Liability Agreement with Directors)
Article 37. The Company may enter into
agreements with Directors (excluding those who
are Executive Directors etc.) based on theprovisions of Article 427, Paragraph 1 of theCompanies Act regarding the liability of such
Directors under Article 423, Paragraph 1 of theCompanies Act, if such Directors have acted ingood faith and without gross negligence in theperformance of their duties; provided, however,that the maximum amount of their liability forcompensation under such agreements shall be theminimum liability amount prescribed by laws or
regulations.

Article 35.

Proposed Amendments(Unchanged)(Limited Liability Agreement with Directors)
Article 36. In accordance with the provisions ofArticle 427, Paragraph 1 of the Companies Act,
the Company may enter into agreements with
Directors (excluding those who are Executive
Directors, etc.) to limit the liability of such
Directors under Article 423, Paragraph 1 of theAct; provided, however, that the maximum
amount of their liability for compensation undersuch agreements shall be the minimum liability
amount prescribed by laws or regulations.

CHAPTER V CORPORATE AUDITORS AND
BOARD OF CORPORATE AUDITORS(Deleted)(Number of Corporate Auditors)
Article 38
1. The number of Corporate Auditors shall not
exceed five (5).

(Deleted)(Election of Corporate Auditors)
Article 39
1. Corporate Auditors shall be elected by resolutionof a General Meeting of Shareholders.

(Deleted)

2. To adopt a resolution for election of Corporate
Auditors, shareholders who aggregately holdone-third (1/3) or more of the voting rights of allshareholders who are entitled to exercise voting
rights shall be present, and such a resolution
shall be adopted by a majority of the voting
rights of such shareholders present.
(Dismissal of Corporate Auditors)
Article 40 To adopt a resolution for the dismissalof Corporate Auditors, shareholders who
aggregately hold a majority of the voting rights
of all shareholders who are entitled to exercise
voting rights shall be present, and such aresolution shall be adopted by a two-thirds (2/3)
majority of the voting rights of such shareholders
present.

(Deleted)

Current Articles of Incorporation(Term of Office of Corporate Auditors)
Article 41.
1. The term of office of Corporate Auditors shall
expire at the close of the annual general meetingof shareholders for the final fiscal year that ends
within four (4) years of their election.
2. The term of office of a Corporate Auditor elected
to fill a vacancy caused by the departure of a
Corporate Auditor prior to the expiry of such
Corporate Auditor’s term of office shall expire at
the time the term of office of the departing
Corporate Auditor expires.
3. The effective period of a resolution for theelection of a substitute Corporate Auditor
pursuant to Article 329, Paragraph 3 of theCompanies Act shall be until the conclusion of
the annual general meeting of shareholders forthe final fiscal year that ends within four (4)years of their election.
4. The term of office of a substitute Corporate
Auditor who has assumed the office of Corporate
Auditor pursuant to the previous paragraph shall
expire at the time the term of office of thedeparting Corporate Auditor expires; provided
however, that it shall not exceed the conclusionof the annual general meeting of shareholders forthe final fiscal year that ends within four (4)years of his or her election.

Proposed Amendments(Deleted)(Full-time Corporate Auditors and Standing
Corporate Auditors)
Article 42.
1. The Board of Corporate Auditors shall, by its
resolution, designate Full-time Corporate
Auditors from among the Corporate Auditors.
2. The Board of Corporate Auditors may, by its
resolution, designate Standing Corporate
Auditors from among the Corporate Auditors.

(Deleted)(Notice of Convocation of Board of Corporate
Auditors Meetings)
Article 43.
1. The notice of convocation for Board of
Corporate Auditors meetings shall be delivered
to each Corporate Auditor at least five (5) daysin advance; provided, however, that such periodof advance notice may be shortened in case of an
emergency.
2. Board of Corporate Auditors meetings may be
convened without convocation procedures withthe unanimous consent of the Corporate
Auditors.

(Deleted)

Current Articles of Incorporation(Method of Resolution of Board of Corporate
Auditors)
Article 44. A resolution of the Board of Corporate
Auditors shall be adopted by a majority of thevotes of the Corporate Auditors, unlessotherwise provided in laws and regulations.

Proposed Amendments(Deleted)(Minutes of Meetings of the Board of Corporate
Auditors)
Article 45. An outline of the proceedings of themeeting of the Board of Corporate Auditors, its
results, and other matters prescribed by laws andregulations shall be stated or recorded in theminutes, to which the Corporate Auditors present
shall put their names and affix their seals orelectronic signatures.

(Deleted)(Rules of the Board of Corporate Auditors)
Article 46 Matters concerning the Board of
Corporate Auditors shall be governed by theRules of the Board of Corporate Auditors, inaddition to the provisions of laws and regulations
and these Articles of Incorporation.

(Deleted)(Remuneration, etc. for the Board of Corporate
Auditors)
Article 47 Remuneration, etc. for the Board of
Corporate Auditors shall be decided byresolution of a general meeting of shareholders.

(Deleted)(Exemption of Liability of Corporate Auditors)
Article 48 The Company may, based on a
resolution of the Board of Directors, exempt
Corporate Auditors from liability under Article
423, Paragraph 1 of the Companies Act within
the maximum amount prescribed by laws andregulations, if such Corporate Auditors haveacted in good faith and without gross negligencein the performance of their duties.

(Deleted)(Limited Liability Agreement with Corporate
Auditors)
Article 49. The Company may enter into
agreements with Corporate Auditors based on
the provisions of Article 427, Paragraph 1 of theCompanies Act regarding the liability of such
Corporate Auditors under Article 423, Paragraph
1 of the Companies Act, if such Corporate
Auditors have acted in good faith and withoutgross negligence in the performance of theirduties; provided, however, that the maximum
amount of their liability for compensation undersuch agreements shall be the minimum liability
amount prescribed by laws or regulations.

(Deleted)

Current Articles of Incorporation(Newly established)

Proposed Amendments
CHAPTER V AUDIT AND SUPERVISORYCOMMITTEE MEMBERS(Newly established)(Full-time Audit and Supervisory Committee
Members)
Article 37 The Board of Corporate Auditors may,by its resolution, designate Full-time Audit andSupervisory Committee Members from among
the Audit and Supervisory Committee
Members.

(Newly established)(Notice of Convocation of Audit and Supervisory
Committee Meetings)
Article 38.
1. The notice of convocation for Audit andSupervisory Committee meetings shall bedelivered to each Audit and Supervisory
Committee Member at least three (3) days inadvance; provided, however, that such period ofadvance notice may be shortened in case of an
emergency.
2. Audit and Supervisory Committee meetings
may be convened without convocation
procedures with the unanimous consent of the
Corporate Auditors.

(Newly established)(Newly established)(Method of Resolution of Board of Corporate
Auditors)
Article 39. A resolution of the Audit andSupervisory Committee shall be adopted by amajority of the votes of the Audit andSupervisory Committee Members at which amajority of the total number of the Audit andSupervisory Committee Members who areentitled to take part in the resolution are present.

(Newly established)(Minutes of Meetings of the Board of Corporate
Auditors)
Article 40. An outline of the proceedings of themeeting of Audit and Supervisory Committee,
its results, and other matters prescribed by laws
and regulations shall be stated or recorded in
the minutes, to which the Audit andSupervisory Committee Members present shall
put their names and affix their seals orelectronic signatures.

(Newly established)(Rules of the Audit and Supervisory Committee)
Article 41
Matters concerning the Audit andSupervisory Committee shall be governed by
the Rules of the Audit and Supervisory
Committee, in addition to the provisions of laws
and regulations and these Articles ofIncorporation.

Current Articles of Incorporation
CHAPTER VI ACCOUNTING AUDITOR
Article 50
toProposed Amendments
CHAPTER VI ACCOUNTING AUDITOR
Article 42(Omitted)to(Unchanged)

Article 51

Article 43(Remuneration, etc. of Accounting Auditor)
Article 52 Remuneration, etc. of the Accounting
Auditor shall be determined by the
Representative Directors with the consent of theBoard of Corporate Auditors.

(Remuneration, etc. of Accounting Auditor)
Article 44
Remuneration, etc. of the
Accounting Auditor shall be determined by the
Representative Directors with the consent of the
Audit and Supervisory Committee.

(Limited Liability Agreement with Accounting
Auditors)
Article 53. The Company may enter an agreement
into with the Accounting Auditor based on theprovisions of Article 427, Paragraph 1 of theCompanies Act limiting the liability of the
Accounting Auditor under Article 423,
Paragraph 1 of the Companies Act, when the
Accounting Auditor has acted in good faith andwithout gross negligence in the performance of
their duties; provided, however, that the
maximum amount of their liability forcompensation under such agreement shall be theminimum liability amount prescribed by laws or
regulations.

(Limited Liability Agreement with Accounting
Auditors)
Article 45. In accordance with the provisions ofArticle 427, Paragraph 1 of the Companies Act,
the Company may enter into an agreement with
the Accounting Auditor to limit the liability of
the Accounting Auditor under Article 423,
Paragraph 1 of the Act; provided, however, thatthe maximum amount of its liability forcompensation under such agreement shall be
the minimum liability amount prescribed bylaws or regulations.

CHAPTER VII ACCOUNTING

CHAPTER VI ACCOUNTING

Article 54
toArticle 46(Omitted)

Article 57

to(Unchanged)

Article 49(Newly established)

Supplementary Provisions(Transitional Measure Regarding Exemption from
Liability of Corporate Auditors)
1. The Company may, by resolution of the Boardof Directors, exempt Corporate Auditors(including former Corporate Auditors) fromliability for damages compensation under
Article 423, Paragraph 1 of the Companies Act
in relation to acts conducted before theconclusion of the 107th annual general meetingof shareholders within the limits stipulated bylaws and regulations.

Current Articles of Incorporation

Proposed Amendments
2. Agreements limiting liability for damages
compensation under Article 423, Paragraph 1of the Companies Act in relation to acts
conducted before the close of the 107th Annual
General Meeting of Shareholders shall remainin accordance with Article 49 of the Articles ofIncorporation prior to the amendments that takeeffect from the conclusion of theaforementioned annual general meeting ofshareholders.

Proposal 3: Election of 7 Directors (Excluding Directors Who Are Audit & Supervisory Committee
Members)
When Proposal 2: Partial Amendments to the Articles of Incorporation is approved and passed, theCompany will transition to a company with an audit and supervisory committee, and the terms of office of all
Directors (11 persons) will expire at the conclusion of this Annual General Meeting of Shareholders.
Accordingly, the Company proposes the election of 7 Directors (excluding Directors who are Audit &Supervisory Committee Members).
This proposal will take effect when Proposal 2: Partial Amendments to the Articles of Incorporation comes
into effect.
Furthermore, the candidates for Directors (excluding Directors who are Audit & Supervisory Committee
Members) have been selected after deliberations by the Nomination Advisory Committee, which is comprisedof a majority of Independent Directors/Auditors.
The candidates for Directors (excluding Directors who are Audit & Supervisory Committee Members) are
as follows.

CandidateNo.

Current positions andresponsibilities at theCompany

Name

1

SAKOTANI Akira

Reelection

2

SHIGETO Takafumi

Reelection

3

UENO Kiyofumi

Reelection

4

INAMOTO Nobuhide

5

YORINO Naoto6EKUNI Shigeki

7

MURATA Haruko

Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent

Representative Director andChairperson
Representative Director andPresident
Representative Director andExecutive Vice President
Overall Operations and in
charge of Sales Division; incharge of Examination
Department; in charge of
Safety, Sanitation, Quality, andEnvironmental Department; incharge of Purchasing
Department

Status ofattendanceat Board of
Directors
Meetings
13/13(100%)
11/11(100%)

13/13(100%)

Director (Outside Director)

13/13(100%)

Director (Outside Director)

13/13(100%)

Director (Outside Director)

13/13(100%)

Director (Outside Director)

13/13(100%)

1

SAKOTANI Akira (Born October 10, 1951)

Past experience, positions, responsibilities, and significant concurrent positions
Jun. 2013 Managing Director; Deputy Head, Power Generation Division; Head,
Kaminoseki Nuclear Power Plant Siting Project, The Chugoku ElectricPower Company, Incorporated
Jun. 2015 Representative Director and Vice President; Deputy Head, Power
Generation Division; Head, Kaminoseki Nuclear Power Plant Siting
Project
Apr. 2016 Representative Director and Vice President; Head, Power Generation
Division; Head, Kaminoseki Nuclear Power Plant Siting Project
Jun. 2016 Representative Director and Vice President & Executive Officer; Head,Power Generation DivisionJun. 2018 Representative Director and President, the Company
Jun. 2022 Representative Director and Chairperson (current position)

Reelection
Number of shares of
the Company held:
21,400 shares

Significant concurrent positions: Outside Director, Hiroshima Sohgo Security Services Co., Ltd.
Chairperson, Hiroshima Electrical Association
Reasons for selection as a candidate for Director
As the CEO of the Company, he has presided over the Company’s operations with strong leadership andjudgment. Moreover, he has a wealth of experience and achievements as a business manager, and has
appropriately fulfilled the role of monitoring and supervising business execution. Accordingly, theCompany has continued to select him as a candidate for Director.

2

SHIGETO Takafumi (Born March 23, 1957)

Past experience, positions, responsibilities, and significant concurrent positions
Jun. 2017 Director; Managing Executive Officer; Head, Compliance Promotion
Division; Head, Property Management Division, The Chugoku ElectricPower Company, Incorporated
Oct. 2017 Director; Managing Executive Officer; Head, Compliance Promotion
Division; Head, Examination Division; Head, Property Management
Division
Jun. 2019 Outside Corporate Auditor, the Company
Jun. 2019 Director; Managing Executive Officer; Head, Regional Co-creation
Division, The Chugoku Electric Power Company, Incorporated
Jun. 2020 Representative Director and Vice President & Executive Officer; incharge of personnel development; Head, Purchasing Division; Head,
Nuclear Power Plant Reinforcement Project
Jun. 2022 Representative Director and President, the Company (current position)

Reelection
Number of shares of
the Company held:
7,500 shares

Reasons for selection as a candidate for Director
As the COO of the Company, he has made timely and accurate decisions on important business execution
and policies, and has steadily promoted them. Moreover, he has a wealth of experience and achievements as
a business manager, and has appropriately fulfilled the role of monitoring and supervising businessexecution. Accordingly, the Company has continued to select him as a candidate for Director.

3

UENO Kiyofumi (Born February 26, 1957)

Past experience, positions, responsibilities, and significant concurrent positions
Apr. 1975 Joined the Company
Jun. 2015 Executive Officer and General Manager, Sales Department, Sales
Division
Jun. 2016 Managing Executive Officer and General Manager, Tokyo Headquarters
Jun. 2019 Director, Managing Executive Officer, and General Manager,
Engineering Division; Responsible for Tokyo Headquarters
Jun. 2020 Director, Senior Managing Executive Officer, and General Manager,
Engineering Division; Responsible for Tokyo Headquarters
Jun. 2021 Representative Director, Senior Managing Executive Officer, andGeneral Manager, Engineering Division; Responsible for Tokyo
Headquarters
Jun. 2022 Representative Director, Executive Vice President, Overall Operations,and in charge of Sales Division; in charge of Examination Department;in charge of Safety, Sanitation, Quality, and Environmental Department;in charge of Purchasing Department (current position)

Reelection
Number of shares of
the Company held:
10,600 shares

Reasons for selection as a candidate for Director
He has a wealth of experience and achievements, including experience in the Company’s engineering andsales fields and serving as the head of a business office, and is currently overseeing business execution toachieve the goals of each field as the Executive Vice President. Moreover, as a Director, he has
appropriately fulfilled the roles of decision-making, monitoring and supervision of important businessexecution. Accordingly, the Company has continued to select him as a candidate for Director.

4

INAMOTO Nobuhide (Born November 10, 1953)

Past experience, positions, responsibilities, and significant concurrent positions
Jun. 2001 Director and General Manager, Business Logistics Division, Mazda
Motor Corporation
Mar. 2002 Director and General Manager, Production Engineering DivisionJun. 2002 Executive Officer and General Manager, Production Engineering
Division
Jun. 2003 Executive Officer and General Manager, Quality Division
Apr. 2007 Managing Executive Officer and in charge of Quality Assurance andEnvironment
Apr. 2008 Managing Executive Officer and General Manager, Domestic Business
Division
Nov. 2008 Managing Executive Officer, in charge of Domestic Business, andGeneral Manager, Domestic Business Division
Apr. 2011 Managing Executive Officer and in charge of Domestic Business andFleet Sales
Jun. 2012 Managing Executive Officer and in charge of Domestic Business, Fleet
Sales, and Customer Service
Jun. 2013 Director, Senior Managing Executive Officer, oversight of Operationsin China, Domestic Sales, Fleet Sales No. 1, and Chairperson, Mazda
Motor (China) Co., Ltd.
Jun. 2015 Director, Senior Managing Executive Officer, oversight of Operationsin China, Domestic Sales, Fleet Sales No. 1, in charge of Global
Auditing, and Chairman, Mazda Motor (China) Co., Ltd
Apr. 2016 Director, Senior Managing Executive Officer, oversight of Operationsin China, Domestic Sales and Fleet Sales, and in charge of Global
Auditing
Apr. 2017 Director, Senior Managing Executive Officer, and oversight ofOperations in China, Domestic Sales and Fleet Sales
Jun. 2019 Special Advisor
Jun. 2020 Outside Director, the Company (current position)

Reelection Outside
Independent
Number of shares of
the Company held:
700 shares
Term of office as
Outside Director:
3 years(At the conclusion ofthis General Meetingof Shareholders)
Status of attendanceat Board of Directors
Meetings in the 107th
fiscal year (FY2022)(since his
appointment):
100% (13/13)

Reasons for selection as a candidate for Outside Director and outline of expected role
By utilizing his high level of insight based on a wealth of experience as a business manager of Mazda
Motor Corporation, he has provided remarks from an independent and fair standpoint at Board of Directors
Meetings and has appropriately fulfilled his role in monitoring and supervising business execution, as wellas provided advice from an objective perspective at the Nomination Advisory Committee and theRemuneration Advisory Committee. The Company believes that we can expect that he will continue tofulfill these roles and has continued to select him as a candidate for Outside Director.
Views on independence
He satisfies the “Criteria for Assessing Independence” of the Company, and the Company has determinedthat he possesses independence.
He was a business executive at Mazda Motor Corporation until June 2019. Although there aretransactional relationships such as facilities construction between the Company and Mazda Motor
Corporation, the amount of transactions in the previous fiscal year of the Company is insignificant at lessthan 1% of consolidated sales.

5

YORINO Naoto (Born January 24, 1958)

Past experience, positions, responsibilities, and significant concurrent positions
Apr. 1983 Joined Fuji Electric Manufacturing Co., Ltd.
Apr. 1985 Research Assistant, School of Science and Engineering, Waseda
University
Apr. 1987 Research Associate, School of Engineering, Hiroshima University
Jun. 1990 Associate Professor, School of Engineering
Apr. 1991 Visiting Researcher, McGill University, Canada
Apr. 2005 Professor, Graduate School of Engineering, Hiroshima University
Apr. 2009 Vice-Dean, Graduate School of Engineering
Apr. 2019 Vice-Dean, Graduate School of Engineering, and Vice-Dean, School ofEngineering
Apr. 2020 Professor, Graduate School of Advanced Science and Engineering
Jun. 2021 Outside Director, the Company (current position)
Apr. 2022 President, National Institute of Technology (KOSEN), Kure College(current position)
Apr. 2022 Specially Appointed Professor and Honorary Professor, Graduate
School of Advanced Science and Engineering, Hiroshima University(current position)

Reelection Outside
Independent
Number of shares of
the Company held:
100 shares
Term of office as
Outside Director:
2 years(At the conclusion ofthis General Meetingof Shareholders)
Status of attendanceat Board of Directors
Meetings in the 107th
fiscal year (FY2022)(since his
appointment):
100% (13/13)

Significant concurrent positions: President, National Institute of Technology (KOSEN), Kure College
Specially Appointed Professor and Honorary Professor, Graduate Schoolof Advanced Science and Engineering, Hiroshima University
Reasons for selection as a candidate for Outside Director and outline of expected role
Although he has not been involved in corporate management other than through serving as an Outside
Director, he has provided remarks from an independent and fair standpoint at Board of Directors Meetingsand has appropriately fulfilled his role in monitoring and supervising business execution. He also has
provided advice from an objective perspective at the Nomination Advisory Committee and theRemuneration Advisory Committee by utilizing his many years of experience as a graduate school
professor, etc. and high level of insight based on his expertise in the field of power system engineering. The
Company believes that we can expect that he will continue to fulfill these roles and has continued to selecthim as a candidate for Outside Director.
Views on independence
He satisfies the “Criteria for Assessing Independence” of the Company, and the Company has determinedthat he possesses independence.
He is the President of National Institute of Technology (KOSEN), Kure College. There is no transactional
relationship between the Company and National Institute of Technology (KOSEN), Kure College.
He is specially appointed professor and honorary professor at Hiroshima University Graduate School.
Although there are transactional relationships such as facilities construction between the Company andHiroshima University, the amount of transactions in the previous fiscal year of the Company is insignificant
at less than 1% of consolidated sales. In addition, although the Company has sent its employees to
Hiroshima University and paid tuition fees, the amount of transactions in the previous fiscal year of theCompany is insignificant at less than 1% of selling, general and administrative expenses.

6

EKUNI Shigeki (Born October 9, 1960)

Past experience, positions, responsibilities, and significant concurrent positions
Mar. 2012 Executive Officer and in charge of Corporate Planning Group, Head
Office Administration Division, Tenmaya Co., Ltd.
May 2013 Director and in charge of Corporate Planning Group, Administration
Division
Apr. 2014 Director and General Manager, Corporate Planning Division
Jan. 2016 Director, General Manager, Sales Division, and Manager, Okayama
Main Store
Feb. 2017 Director, General Manager, Department Store Business Division, andManager, Okayama Main StoreMay 2017 Managing Director, General Manager, Department Store Business
Division, and Manager, Okayama Main Store
Dec. 2017 Representative Director and President, General Manager, Department
Store Business DivisionFeb. 2019 Representative Director and President, General Manager, Department
Store Business Division, and General Manager, Corporate DivisionJun. 2021 Outside Director, the Company (current position)
Apr. 2022 Director, Tenmaya Co., Ltd. (current position)

Reelection Outside
Independent
Number of shares of
the Company held:
700 shares
Term of office as
Outside Director:
2 years(At the conclusion ofthis General Meetingof Shareholders)
Status of attendanceat Board of Directors
Meetings in the 107th
fiscal year (FY2022)(since his
appointment):
100% (13/13)

Significant concurrent positions: Director, Tenmaya Co., Ltd.
Reasons for selection as a candidate for Outside Director and outline of expected role
He has provided remarks from an independent and fair standpoint at Board of Directors Meetings and has
appropriately fulfilled his role in monitoring and supervising business execution. He also has provided
advice from an objective perspective at the Nomination Advisory Committee and the Remuneration
Advisory Committee by utilizing his high level of insight based on a wealth of experience as a business
manager of Tenmaya Co., Ltd. The Company believes that we can expect that he will continue to fulfill
these roles and has continued to select him as a candidate for Outside Director.
Views on independence
He satisfies the “Criteria for Assessing Independence” of the Company, and the Company has determinedthat he possesses independence.
He is a director at Tenmaya Co., Ltd. Although there are transactional relationships such as facilities
construction between the Company and Tenmaya Co., Ltd., the amount of transactions in the previous fiscal
year of the Company is insignificant at less than 1% of consolidated sales. In addition, although there is atransactional relationship for the purchase of goods between the Company and Tenmaya Co., Ltd., theamount of transactions in the previous fiscal year of the Company is insignificant at less than 1% of cost of
sales and selling, general and administrative expenses.

7

MURATA Haruko (Born April 18, 1968)

Past experience, positions, responsibilities, and significant concurrent positions
Apr. 1989 Joined TOTO KIKI LTD. (currently TOTO LTD.)
Nov. 1992 Joined Kagawa Gakuen
Jul. 2011 Joined AYUMI Audit Corporation
Aug. 2012 Registered as Certified Public Accountant
Nov. 2012 Registered as Certified Public Tax Accountant
Dec. 2012 Founded Murata Haruko Accounting Firm (Representative of saidFirm) (current position)
Jul. 2017 Partner, Choshu Audit Corporation
Jun. 2021 External Director, DaikyoNishikawa Corporation (current position)
Jun. 2021 Outside Director, the Company (current position)

Reelection Outside
Independent
Number of shares of
the Company held:
900 shares
Term of office as
Outside Director:
2 years(At the conclusion ofthis General Meetingof Shareholders)
Status of attendanceat Board of Directors
Meetings in the 107th
fiscal year (FY2022)(since her
appointment):
100% (13/13)

Significant concurrent positions: Certified Public Accountant and Certified Public Tax Accountant
Representative, Murata Haruko Accounting Firm
External Director, DaikyoNishikawa Corporation
Reasons for selection as a candidate for Outside Director and outline of expected role
Although she has not been involved in corporate management other than by becoming an Outside
Director, she has provided remarks from an independent and fair standpoint at Board of Directors Meetingsand has appropriately fulfilled her role in monitoring and supervising business execution, as well as
provided advice from an objective perspective at the Nomination Advisory Committee and theRemuneration Advisory Committee by utilizing her wealth of experience as a certified public accountant
and certified public tax accountant, high level of insight based on her expertise in accounting and tax
affairs, and her wealth of knowledge of corporate management obtained through the acquisition of a Masterof Business Administration (MBA). The Company believes that we can expect that she will continue tofulfill these roles and has continued to select her as a candidate for Outside Director.
Views on independence
She satisfies the “Criteria for Assessing Independence” of the Company, and the Company has
determined that she possesses independence.
She is the representative of Murata Haruko Accounting Firm. There is no transactional relationshipbetween the Company and Murata Haruko Accounting Firm.
She is an External Director at DaikyoNishikawa Corporation. Although there are transactional
relationships such as facilities construction between the Company and DaikyoNishikawa Corporation, theamount of transactions in the previous fiscal year of the Company is insignificant at less than 1% ofconsolidated sales.

(Notes) 1. There are no special interests between each candidate and the Company.
2. The number of shares of the Company held for each candidate represents the status as of March 31, 2023.
3. The Company has entered into a directors and officers liability insurance contract with an insurance company toinsure its Directors/Auditors, and the insurance premiums are fully borne by the Company. Said insurance contract
covers legal damages and litigation expenses incurred by the insured in the event that a claim for damages is made asa consequence of an act committed by the insured in accordance with his or her position as Director/Auditor of theCompany. If the election of each candidate is approved, the candidate will continue to be insured. The insurance
contract will be renewed with the same content when the renewal period comes during the term of office of eachcandidate.
4. Mr. INAMOTO Nobuhide, Mr. YORINO Naoto, Mr. EKUNI Shigeki, and Ms. MURATA Haruko are candidates for
Outside Director.
5. Matters concerning candidates for Outside Director(1) Conclusion of liability limitation agreements
The Company has currently concluded liability limitation agreement with Mr. INAMOTO Nobuhide, Mr.
YORINO Naoto, Mr. EKUNI Shigeki, and Ms. MURATA Haruko who are Outside Directors, and if the election of
Mr. INAMOTO Nobuhide, Mr. YORINO Naoto, Mr. EKUNI Shigeki, and Ms. MURATA Haruko is approved, theCompany will conclude a new agreement with similar content with each of them. The maximum amount of liability
under the said agreement is the minimum liability amount prescribed by laws and regulations.
(2) Criteria for Assessing Independence
The Company has set its Criteria for Assessing Independence, which require that candidates satisfy therequirements for Outside Director as stipulated by the Companies Act and the independence criteria based on thelisting regulations of the Tokyo Stock Exchange, Inc.
(3) Submission of Independent Directors
The Company has registered Mr. INAMOTO Nobuhide, Mr. YORINO Naoto, Mr. EKUNI Shigeki, and Ms.
MURATA Haruko as Independent Directors based on the stipulations of the Tokyo Stock Exchange, Inc.

Proposal 4: Election of 4 Directors Who Are Audit & Supervisory Committee Members
When Proposal 2: Partial Amendments to the Articles of Incorporation is approved and passed, theCompany will transition to a company with audit and supervisory committee. Accordingly, the Company
proposes the election of 4 Directors who are Audit & Supervisory Committee Members.
The Board of Corporate Auditors has already given approval to this proposal.
This proposal will take effect when Proposal 2: Partial Amendments to the Articles of Incorporation comes
into effect.
Furthermore, the candidates for Directors who are Audit & Supervisory Committee Members have been
selected after deliberations by the Nomination Advisory Committee, which is comprised of a majority of
Independent Directors/Auditors.
The candidates for Directors who are Audit & Supervisory Committee Members are as follows.

Candidate
No.

OGATA Hidefumi

2

IIOKA Kumi

3

HIROTA Toru

4

YOSHINAGA
Hiroyuki

13/13(100%)
13/13(100%)

－

－

－

－

－

－

Current positions andresponsibilities at theCompanyName

1

Status ofattendanceat Board of
Corporate
Auditors
Meetings
13/13(100%)
13/13(100%)New
New Outside
Independent
New Outside
Independent
New Outside

Standing Corporate
AuditorCorporate Auditor(Outside Auditor)

Status ofattendanceat Board of
Directors
Meetings

1

OGATA Hidefumi (Born May 21, 1957)

New

Number of shares of
Past experience, positions, responsibilities, and significant concurrent positions
Apr. 1981 Joined the Company
the Company held:
4,400 shares
Jun. 2011 Manager, Secretarial Office, and General Manager, Human Resources
Department
Jun. 2013 Executive Officer, Manager, Secretarial Office, and General Manager,
Human Resources Department
Jun. 2014 Director, Executive Officer, Manager, Secretarial Office, General
Manager, General Affairs Department, and in charge of Human
Resources
Jun. 2016 Director, Managing Executive Officer, and General Manager, General
Management DivisionJun. 2019 Standing Corporate Auditor (current position)
Significant concurrent positions: Corporate Auditor, Hotel Granvia Hiroshima Co., Ltd.
Reasons for selection as a candidate for Director who is an Audit & Supervisory Committee Member
He has been involved in management as a Director, after having gained experience in the Company’s
general affairs, human resources, and sales fields. By utilizing such wealth of experience and broad insight,
he has appropriately fulfilled his role in auditing Directors’ execution of duties as a Corporate Auditor sofar. The Company believes that we can expect that he will continue to fulfill these roles and has newly
selected him as a candidate for Director who is an Audit & Supervisory Committee Member.

2

IIOKA Kumi (Born August 14, 1958)

Past experience, positions, responsibilities, and significant concurrent positions
Apr. 1988 Registered with HIROSHIMA Bar Association
Joined MADOKORO LAW OFFICE
Apr. 1997 Joined Himawari Law Office (current position)
Jun. 2019 Outside Corporate Auditor, the Company (current position)

Significant concurrent positions: Attorney, Himawari Law Office

New Outside
Independent
Number of shares of
the Company held:
900 shares
Term of office as
Outside Corporate
Auditor:4 years(At the conclusion ofthis General Meetingof Shareholders)
Status of attendanceat Board of Directors
Meetings in the107th fiscal year
(FY2022):
100% (13/13)
Status of attendanceat Board of
Corporate Auditors
Meetings in the107th fiscal year
(FY2022):
100% (13/13)

Reasons for selection as a candidate for Outside Director who is an Audit & Supervisory Committee
Member and outline of expected role
Although she has not been involved in corporate management other than by becoming an Outside
Director, she has provided remarks from an independent and fair standpoint at Board of Corporate Auditors
and Board of Directors Meetings, and has appropriately fulfilled her role in auditing Directors’ execution ofduties, as well as provided advice from an objective perspective at the Nomination Advisory Committee
and the Remuneration Advisory Committee as a Corporate Auditor so far by utilizing her wealth ofexperience as an attorney and high level of insight based on her expertise in law. The Company believes
that we can expect that she will continue to fulfill these roles and has newly selected her as a candidate for
Outside Director who is an Audit & Supervisory Committee Member.
Views on independence
She satisfies the “Criteria for Assessing Independence” of the Company, and the Company has
determined that she possesses independence.
She is an attorney belongs to Himawari Law Office. There is no transactional relationship between the
Company and Himawari Law Office.

3

HIROTA Toru (Born January 8, 1958)

Past experience, positions, responsibilities, and significant concurrent positions
Apr. 2010 Executive Officer and General Manager of Imabari Branch, The
Hiroshima Bank, Ltd.
Apr. 2012 Managing Executive Officer and General Manager of Imabari Branch
Apr. 2013 Managing Executive Officer and General Manager of Eastern Area
Headquarters
Jun. 2015 Director & Senior Managing Executive Officer
May 2020 President, Representative Director and COO, YONDOSHI HOLDINGS
INC.
May 2020 Director, F.D.C. PRODUCTS INC.

New Outside
Independent
Number of shares of
the Company held:
0 shares

Reasons for selection as a candidate for Outside Director who is an Audit & Supervisory Committee
Member and outline of expected role
The Company believes that we can expect that he will provide remarks from an independent and fairstandpoint at Board of Audit & Supervisory Committee and Board of Directors Meetings, and appropriately
fulfill his role in auditing Directors’ execution of duties, as well as provide advice from an objective
perspective at the Nomination Advisory Committee and the Remuneration Advisory Committee by utilizing
his wealth of experience as a business manager and high level of insight based on his expertise in finance.
Accordingly, the Company has newly selected him as a candidate for Outside Director who is an Audit &Supervisory Committee Member.
Views on independence
He satisfies the “Criteria for Assessing Independence” of the Company, and the Company has determinedthat he possesses independence.
He was a business executive at The Hiroshima Bank, Ltd. until April 2020. Although there aretransactional relationships such as facilities construction between the Company and The Hiroshima Bank,
Ltd., the amount of transactions in the previous fiscal year of the Company is insignificant at less than 1%of consolidated sales. In addition, although there are transactional relationships such as deposits between
the Company and The Hiroshima Bank, Ltd., there is no borrowing from the bank.
He was a business executive at YONDOSHI HOLDINGS INC. and a Director at F.D.C. PRODUCTS
INC. until May 2021. There is no transactional relationship between the Company and YONDOSHIHOLDINGS INC. or F.D.C. PRODUCTS INC.

4

YOSHINAGA Hiroyuki (Born June 30, 1962)

New Outside

Number of shares of
Past experience, positions, responsibilities, and significant concurrent positions
Dec. 2015 Head, Human Resources Revitalization Division (Human Resources
the Company held:
0 shares
Development), The Chugoku Electric Power Company, Incorporated
Jun. 2018 Head, Compliance Promotion Division (Secretary)Jun. 2020 Executive Officer, Head, Compliance Promotion Division (Secretary)Jun. 2022 Executive Officer, Head, Human Resources Revitalization Division(current position)
Significant concurrent positions: Executive Officer, Head, Human Resources Revitalization Division, The
Chugoku Electric Power Company, Incorporated
Director and President, EnerGia Smile CO., INC.
Representative Director and Chairperson, Hiroshima Labour Standards
Association
Reasons for selection as a candidate for Outside Director who is an Audit & Supervisory Committee
Member and outline of expected role
The Company believes that we can expect that he will provide remarks from an objective perspective at
Audit & Supervisory Committee and Board of Directors Meetings, and appropriately fulfill his role inauditing Directors’ execution of duties by utilizing his high level of insight based on a wealth of experiencein the electric power industry. Accordingly, the Company has newly selected him as a candidate for Outside
Director who is an Audit & Supervisory Committee Member.

(Notes) 1. Mr. HIROTA Toru has many years of experience in a financial institution and possesses significant knowledge infinance and accounting.
2. There are no special interests between each candidate and the Company.
3. The number of shares of the Company held for each candidate represents the status as of March 31, 2023.
4. The Company has entered into a directors and officers liability insurance contract with an insurance company toinsure its Directors/Auditors, and the insurance premiums are fully borne by the Company. Said insurance contract
covers legal damages and litigation expenses incurred by the insured in the event that a claim for damages is made asa consequence of an act committed by the insured in accordance with his or her position as Director/Auditor of theCompany. If the election of each candidate is approved, Mr. OGATA Hidefumi and Ms. IIOKA Kumi will continue
to be insured, and Mr. HIROTA Toru and Mr. YOSHINAGA Hiroyuki will be newly insured. The insurance contract
will be renewed with the same content when the renewal period comes during the term of office of each candidate.
5. Ms. IIOKA Kumi, Mr. HIROTA Toru, and Mr. YOSHINAGA Hiroyuki are candidates for Outside Director.
Mr. YOSHINAGA Hiroyuki is Executive Officer of the Chugoku Electric Power Company, Incorporated, which is a
specified related service provider (main business partner) of the Company.
6. Matters concerning candidates for Outside Director(1) Criteria for Assessing Independence
The Company has set its Criteria for Assessing Independence, which require that candidates satisfy therequirements for Outside Director as stipulated by the Companies Act and the independence criteria based on thelisting regulations of the Tokyo Stock Exchange, Inc.
(2) Submission of Independent Directors
The Company has registered Ms. IIOKA Kumi and Mr. HIROTA Toru as Independent Directors based on the
stipulations of the Tokyo Stock Exchange, Inc.
7. Conclusion of liability limitation agreements
The Company has currently concluded liability limitation agreement with Mr. OGATA Hidefumi and Ms. IIOKA
Kumi who are Corporate Auditors, and if the election of Mr. OGATA Hidefumi and Ms. IIOKA Kumi is approved,
the Company will conclude an agreement with similar content with each of them as Directors. If the election of Mr.
HIROTA Toru and Mr. YOSHINAGA Hiroyuki is approved, the Company will conclude a new liability limitationagreement with each of them. The maximum amount of liability under the said agreements is the minimum liability
amount prescribed by laws and regulations.

<Reference> Composition of officers (scheduled on and after June 27, 2023)
The expertise and experience the Company’s Directors possess is as follows.
Name

SAKOTANI
Akira
SHIGETO
Takafumi
UENO
Kiyofumi
INAMOTO
Nobuhide
YORINONaoto
EKUNI
Shigeki
MURATA
Haruko
OGATA
Hidefumi
IIOKA Kumi
HIROTAToru
YOSHINAGA
Hiroyuki

Expertise and experience

●
Male
〇
FemaleCorporate
management
Management
strategy

Engineering
Construction
Quality

Sales

●

●

●

●

●

●

●
Independent
OutsideIndependent
OutsideIndependent
OutsideIndependent
Outside●Independent
OutsideIndependent
Outside○Outside

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Finance
Accounting

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Environment

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Legal
GovernanceHuman
resources &labor
Personnel
development

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(Note) The above markers indicate the main areas of expertise and experience possessed by each Director, and do not represent
the entirety of the knowledge and experience held by the Director.

Proposal 5: Establishment of Remuneration Amounts for Directors (Excluding Directors Who Are
Audit and Supervisory Committee Members)
The amount of remuneration, etc. for Directors of the Company was approved at the 96th Annual General
Meeting of Shareholders held on June 27, 2012 as an amount not exceeding 300 million yen per year for basic
remuneration (of which the amount for Outside Directors was approved at the 105th Annual General Meetingof Shareholders held on June 24, 2021 as an amount not exceeding 26 million yen per year). Performance-linked
remuneration was approved according to the following table at the 101st Annual General Meeting of
Shareholders held on June 27, 2017.
oPerformance-linked Remuneration (prior to abolition)
Consolidated Operating Profit Level
12.0 billion yen or more
8.0 billion yen or more
6.0 billion yen or more
4.0 billion yen or more
2.0 billion yen or more
1.0 billion yen or more

—
—
—
—
—

Less than 12.0 billion yen
Less than 8.0 billion yen
Less than 6.0 billion yen
Less than 4.0 billion yen
Less than 2.0 billion yen
Less than 1.0 billion yen

Remuneration
AmountWithin 230 million yen
Within 190 million yen
Within 155 million yen
Within 125 million yen
Within 80 million yen
Within 40 million yen
0

If Proposal 2: Partial Amendments to the Articles of Incorporation is approved and passed, the Company
will transition to a company with an audit and supervisory committee.
Hence, in line with the transition to a company with an audit and supervisory committee, the Company
proposes to abolish the current provisions concerning the amounts of remuneration for Directors and, inconsideration of various economic and other circumstances, set new remuneration amounts (basic remunerationand performance-linked remuneration) for Directors (excluding Directors who are Audit and Supervisory
Committee Members), as described in 1. below.
If this proposal is approved, to ensure consistency with the approved details, the Company plans to revise
the Policy for Determination of Details of Remuneration, etc. for Individual Officers described in “(4)Remuneration, etc. for Directors and Corporate Auditors” under “3. Matters Concerning Corporate Officers” inthe Business Report by changing the references to eligible persons from “Directors” to “Directors (excluding
Directors who are Audit and Supervisory Committee Members)” by resolution of the Board of Directors meeting
after the close of this General Meeting of Shareholders, and from “Corporate Auditors” to “Directors who are
Audit and Supervisory Committee Members” in consultation with the Audit and Supervisory Committee
Members.
This proposal seeks to provide for a reasonable remuneration category for Directors (excluding Directors
who are Audit and Supervisory Committee Members) in accordance with that policy, taking into consideration
factors such as the economic situation, the size of the Company, the number of Directors, and the level of
remuneration paid at other companies. In addition, the proposal has been deliberated on by the Nomination andRemuneration Committee, the majority of whose members are Independent Officers, and the Company believes
its contents to be appropriate.
The Company asks that the specific amounts, timing of payment, and other details of basic remuneration andperformance-linked remuneration for individual Directors (excluding Directors who are Audit and Supervisory
Committee Members) be entrusted to the Board of Directors.
This proposal shall take effect when Proposal 2: Partial Amendments to the Articles of Incorporation comes
into effect.
1.

The Company proposes that basic remuneration and performance-linked remuneration for Directors(excluding Directors who are Audit and Supervisory Committee Members) be set as follows.

(1) Basic remuneration
Not exceeding 210 million yen per year (of which an amount not exceeding 30 million yen per year
for Outside Directors)
If Proposal 2: Partial Amendments to the Articles of Incorporation and Proposal 3: Election of 7
Directors (excluding Directors who are Audit and Supervisory Committee Members) are approved
and passed as originally proposed, the number of Directors (excluding Directors who are Audit andSupervisory Committee Members) will be 7 (including 4 Outside Directors).
(2) Performance-linked Compensation
The Company proposes that performance-linked remuneration for Directors (excluding Directors who
are Audit and Supervisory Committee Members) shall be according to the table below.
If Proposal 2: Partial Amendments to the Articles of Incorporation and Proposal 3: Election of 7
Directors (excluding Directors Who Are Audit and Supervisory Committee Members) are approved
and passed as originally proposed, the number of Directors (excluding Directors who are Audit andSupervisory Committee Members and Outside Directors) will be 3.
Consolidated Operating Income Level
12.0 billion yen or more
8.0 billion yen or more
6.0 billion yen or more
4.0 billion yen or more
2.0 billion yen or more
1.0 billion yen or more

—
—
—
—
—

Less than 12.0 billion yen
Less than 8.0 billion yen
Less than 6.0 billion yen
Less than 4.0 billion yen
Less than 2.0 billion yen
Less than 1.0 billion yen

Remuneration
AmountWithin 160 million yen
Within 120 million yen
Within 90 million yen
Within 60 million yen
Within 40 million yen
Within 20 million yen
0Proposal 6: Establishment of Remuneration Amounts for Directors Who Are Audit and Supervisory
Committee Members

If Proposal 2: Partial Amendments to the Articles of Incorporation is approved and passed, the Company
will transition to a company with an Audit and Supervisory Committee.
Hence, in line with the transition to a company with Audit and Supervisory Committee, in consideration of
the duties and responsibilities of Outside Directors, the Company proposes to set an amount of remuneration
for Directors as an amount not exceeding 60 million yen per year.
If this proposal is approved, the Company plans to revise the Policy for Determination of Details ofRemuneration, etc. for Individual Officers as described in Proposal 5: Establishment of Remuneration Amounts
for Directors (Excluding Directors Who Are Audit and Supervisory Committee Members).
This proposal seeks to provide for a reasonable remuneration category for Directors who are Audit andSupervisory Committee Members, in accordance with that policy, taking into consideration factors such as the
economic situation, the size of the Company, the number of Directors, and the level of remuneration at othercompanies. In addition, the proposal has been deliberated on by the Nomination and Remuneration Committee,
the majority of whose members are Independent Officers, and the Company believes its contents to beappropriate.
The specific amounts, timing of payment, and other details of basic remuneration and remuneration for
individual Directors who are Audit and Supervisory Committee Members will be determined by discussion
among the Directors who are Audit and Supervisory Committee Members.
If Proposal 2: Partial Amendments to the Articles of Incorporation and Proposal 4: Election of 4 Directors
Who Are Audit and Supervisory Committee Members are approved and passed as originally proposed, thenumber of Directors who are Audit and Supervisory Committee Members will be 4.
This proposal shall take effect when Proposal 2: Partial Amendments to the Articles of Incorporation comes
into effect.

Proposal 7: Establishment of Remuneration for Granting Shares with Restriction on Transfer for Directors(excluding Directors Who Are Audit and Supervisory Committee Members and Outside
Directors)
Of remuneration, etc. paid to the Company’s Directors, in addition to the basic remuneration andperformance-linked remuneration described in Proposal 5: Establishment of Remuneration Amounts for
Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) that were approved at
past General Meetings of Shareholders, at the 104th General Meeting of Shareholders held on June 24, 2020,
approval was received for restricted share-based remuneration for Directors (excluding Outside Directors), in a
separate category from the aforementioned remuneration categories, in an amount not exceeding 80 million yen
per year, and for the maximum number of restricted shares allotted each fiscal year to be set at 80,000 shares.
If Proposal 2: Partial Amendments to the Articles of Incorporation is approved and passed, the Company
will transition to a company with an Audit and Supervisory Committee.
Accordingly, in line with the transition to a company with an Audit and Supervisory Committee, theCompany proposes to abolish the current provisions for remuneration for granting shares with restriction ontransfer and to establish restricted share-based remuneration as described below for Directors (excluding
Directors who are Audit and Supervisory Committee Members and Outside Directors) (hereinafter, “Eligible
Directors).
The Company proposes that the remuneration to be offered to Eligible Directors for granting restricted
shares in accordance with this Proposal be in the form of monetary claims. It is also proposed that, similarly tothe previous restricted share-based remuneration for Directors (excluding Outside Directors), the total amountthereof shall be in a separate category from that in Proposal 5: Establishment of Remuneration Amounts for
Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) and shall not exceed 50
million yen per year. The specific allocations to individual Eligible Directors and the timing of their grant will
be determined by the Board of Directors.
If Proposal 2: Partial Amendments to the Articles of Incorporation and Proposal 3: Election of 7 Directors(excluding Directors Who Are Audit and Supervisory Committee Members) are approved and passed asoriginally proposed, the number of Eligible Directors will be 3.
Eligible Directors shall, based on a resolution of the Board of Directors, make in-kind contribution of all
the monetary claims to be granted according to this Proposal, and shares of common stock of the Company will
be issued or disposed of by the Company, with the upper limit of shares of common stock of the Company thus
issued or disposed of set at 50,000 shares per year. However, the total number may be adjusted within areasonable range in the case that a stock split (including an allotment of shares without consideration) or areverse stock split of the Company’s common stock is conducted, or any other reason that requires an adjustment
to the total number of shares of common stock to be issued or disposed of by the Company as restricted shares,
on or after the day on which this Proposal is approved and resolved.
The amount to be paid per share shall be decided by the Board of Directors based on the closing price of
the Company’s common stock on the Tokyo Stock Exchange on the business day immediately prior to the dateon which resolution is made at a Board of Directors meeting (or the closing price on the transaction day
immediately prior thereto if no transaction is made on such business day), within a reasonable range that is notparticularly advantage to the Eligible Directors receiving those shares of common stock. For the purpose of such
issuance or disposal of common stock of the Company, a contract on the allotment of restricted shares(hereinafter “Allotment Contract”) that includes the following provisions (1) through (5) shall be concluded
between the Company and Eligible Directors.
If this proposal is approved, the Company plans to revise the Policy for Determination of Details ofRemuneration, etc. for Individual Officers as described in Proposal 5: Establishment of Remuneration Amounts
for Directors (Excluding Directors Who Are Audit and Supervisory Committee Members).
Further, the upper limit of remuneration under this proposal, the total number of shares of common stockof the Company to be issued or disposed of according to this proposal, and other conditions for the granting ofrestricted shares to Eligible Directors according to this proposal will be determined in consideration of various

circumstances, including the purpose of the remuneration, the business conditions of the Company, and the
Policy for Determination of Details of Remuneration, etc. for Individual Officers. They have also been
deliberated on by the Nomination and Remuneration Committee, the majority of whose members are
Independent Officers, and the Company believes they are appropriate.
This proposal shall take effect when Proposal 2: Partial Amendments to the Articles of Incorporation comes
into effect.
(1) Transfer restriction period
Eligible Directors shall not transfer, create a security interest on, or otherwise dispose of (hereinafter“Transfer Restriction”) the Company’s shares of common stock that are allotted according to
Allotment Contract (hereinafter “Allotted Shares”) during the period from the day when they areallotted such shares according to the Allotment Contract until the time immediately after they havevacated both their positions of Director and Executive Officer with Special Title (hereinafter “Transfer
Restriction Period”).
(2) Treatment on vacation of position
If an Eligible Director vacates both his or her position as Director and Executive Officer with Special
Title of the Company prior to the expiry of a period stipulated in advance by the Board of Directorsof the Company (hereinafter, “Service Period”), the Company shall acquire the Allotted Sharesrightfully without consideration unless the reason for the vacation of position is death or any otherjustifiable reason.
(3) Lifting of Transfer Restriction
Notwithstanding the provision of (1) above, the Company shall lift the Transfer Restriction on all of
the Allotted Shares at the expiration of the Transfer Restriction Period on the condition that Eligible
Directors have continuously held the position of either Director or Executive Officer with Special
Title during the Service Period. However, if such Eligible Directors vacate the position stipulated in(2) above prior to the expiry of the Service Period for reason of death or other justifiable reason , thenumber of Allotted Shares for which the Transfer Restriction is to be lifted and the timing of the liftingof the Transfer Restriction shall be reasonably adjusted as necessary. In addition, at the time
immediately after the lifting of Transfer Restriction pursuant to the provisions described above, theCompany shall acquire Allotted Shares for which the Transfer Restriction has not been lifted,
rightfully without consideration.
(4) Treatment on organizational restructuring, etc.
Notwithstanding the provision of (1) above, in the case where an agreement of merger with theCompany as the non-surviving entity, agreement of share exchange or plan for share transfer throughwhich the Company becomes a wholly-owned subsidiary, or a matter concerning other organizational
restructuring, etc. is approved at the Shareholders’ Meeting (or at the Company’s Board of Directors
in the case where approval of the Shareholders’ Meeting is not required for the said organizational
restructuring, etc.) during the Transfer Restriction Period, the Company shall lift the Transfer
Restriction by resolution of the Company’s Board of Directors prior to the effective date of the saidorganizational restructuring, etc., with regard to the number of the Allotted Shares reasonably set forthin light of the period from the start date of the Service Period to the approval date of the saidorganizational restructuring, etc. In the case described above, at the time immediately after the liftingof Transfer Restriction, the Company shall acquire the Allotted Shares for which Transfer Restriction
has not been lifted, rightfully without consideration.
(5) Other Matters
Any other matters concerning the Allotment Contract shall be determined by the Company’s Board of
Directors.

(Reference)
Subject to the approval and resolution of this proposal, in addition to the Eligible Directors, the Company
plans, by resolution of the Board of Directors, to pay restricted share-based remuneration similar to thisplan to the Company’s Executive Officers with Special Title.