This document has been translated from a part of the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.

Securities code: 5269
June 13, 2022
To Shareholders with Voting Rights
AMIYA Katsuhiko
Representative Director and Chairman
NIPPON CONCRETE INDUSTRIES CO., LTD.
4-6-14, Shibaura, Minato-ku, Tokyo, JapanNOTICE OF
THE 91st ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 91st Annual General Meeting of Shareholders of NIPPON CONCRETE
INDUSTRIES CO., LTD. (the “Company”) will be held as described below.
To prevent the spread of COVID-19 infection, we request that you refrain from attending this General
Meeting of Shareholders in person and instead exercise your voting rights in writing or via anelectromagnetic method (the Internet, etc.) in advance. Please review the attached Reference Documents
for the General Meeting of Shareholders and exercise your voting rights by 5:15 p.m. on Tuesday, June 28,2022, Japan standard time.
1. Date and time:
2. Place:

Wednesday, June 29, 2022 at 10 a.m. Japan standard time
(The reception desk opens at 9:00 a.m.)
Conference Room on the 1st floor of the Company
NC Shibaura Building, 4-6-14, Shibaura, Minato-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 91st fiscal year
(April 1, 2021 to March 31, 2022), and results of audits of the Consolidated
Financial Statements by the Accounting Auditor and the Audit & SupervisoryBoard
2.
Non-consolidated Financial Statements for the 91st fiscal year (April 1, 2021 toMarch 31, 2022)
Matters to be resolved:
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Nine (9) Directors
Proposal 3:
Election of the Accounting Auditor
Proposal 4:
Continuation of the Countermeasures for Large-scale Acquisition of theCompany’s Shares (Takeover Defense Measures)ˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆ


If you are attending the Meeting in person, please submit the enclosed Voting Rights Exercise Form at thereception.
The matters below are posted on the Company’s website (https://www.ncic.co.jp/) in accordance with laws andregulations and Article 15 of the Articles of Incorporation of the Company, and therefore are not contained in thisNotice.
1) “Basic Policy on Control over the Company,” which is part of the Business Report
2) “Notes to the Consolidated Financial Statements,” which are part of the Consolidated Financial Statements3) “Notes to the Non-consolidated Financial Statements,” which are part of the Non-consolidated Financial
Statements

1




Of the documents contained in this Notice, the Consolidated Financial Statements and the Non-consolidated
Financial Statements are part of the documents audited by the Accounting Auditor in preparing their accounting
audit report, and the Business Report, the Consolidated Financial Statements and the Non-consolidated Financial
Statements are part of the documents audited by Audit & Supervisory Board Members in preparing its audit
reports.
Any revisions to the Reference Documents for the General Meeting of Shareholders, the Business Report, theConsolidated Financial Statements and the Non-consolidated Financial Statements will be posted on the
Company’s website.
We will adopt the Cool Biz policy and dress casually on the day of the Meeting.

2

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

Partial Amendments to the Articles of Incorporation

1. Reason for the Proposal(1) With respect to the Company’s trade name in English, a part of the wording will be changed (Article
1 of the current Articles of Incorporation).
(2) Additions will be made to the business purposes in accordance with the medium- to long-termbusiness strategy (Article 2 of the current Articles of Incorporation).
(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 come into effect on
September 1, 2022. Accordingly, in order to prepare for the introduction of the system for electronic
provision of materials for general meetings of shareholders, the Articles of Incorporation of theCompany shall be amended as follows:(i) The Proposal provides that information contained in the reference documents for the general
meeting of shareholders, etc. shall be provided electronically (Proposed Article 15, Paragraph1).
(ii) The purpose of the Proposal is to establish a provision to limit the scope of matters to be
included in the paper copy to be sent to shareholders who have requested it (Proposed Article 15,
Paragraph 2).
(iii) The provisions related to the Internet disclosure and deemed provision of the reference
documents for the general meeting of shareholders, etc. will become unnecessary and will
therefore be deleted (Article 15 of the current Articles of Incorporation).
(iv) In line with the above establishment and deletion of the provisions, supplementary provisions
related to the effective date, etc. shall be established.
(4) In accordance with the amendments to the Companies Act, the “paragraph number of the Companies
Act” shall be changed (Article 37, Paragraph 3 of the current Articles of Incorporation).
2. Proposed amendments(Amended parts are underlined.)
Current Articles of Incorporation(Trade name)
Article 1 The name of the Company shall be
Nippon Concrete Kogyo Kabushiki Kaisha.
(The name in English shall be NIPPONCONCRETE INDUSTRIES CO., LTD.)

Proposed Amendments(Trade name)
Article 1 The name of the Company shall be
Nippon Concrete Kogyo Kabushiki Kaisha.
(The name in English shall be NIPPONCONCRETE INDUSTRIES CO., LTD.)(Purposes)
Article 2 The purposes of the Company shall be toengage in the following businesses:
1. <Omitted>
2. Design, supervision and construction
contracting of buildings and structures
3. through to 6. <Omitted>
7. Sales of recycled products, construction
materials, and chemicals
8. through to 12. <Omitted>

3(Purposes)
Article 2 The purposes of the Company shall be toengage in the following businesses:
1.
<Unchanged>
2. Design, supervision, construction contracting,investigation & diagnosis, and repair ofbuildings and structures
3. through to 6.
<Unchanged>
7. Sales of environmental engineering-related
products, construction materials, and chemicals
8. through to 12. <Unchanged>

(Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)
Article 15 The Company may, when convening ageneral meeting of shareholders, deem that it
has provided information to shareholders
pertaining to matters to be described orindicated in the reference documents for thegeneral meeting of shareholders, business
report, non-consolidated financial statements,
and consolidated financial statements bydisclosing such information through theInternet in accordance with the provisions
provided in the Ministry of Justice Order.

<Deleted><Newly established>(Measures for Electronic Provision, Etc.)
Article 15 The Company shall, when convening ageneral meeting of shareholders, provide
information contained in the reference
documents for the general meeting ofshareholders, etc. electronically.
2. Among the matters to be provided
electronically, the Company may choose not toinclude all or part of the matters stipulated in
the Ministry of Justice Order in the paper copy
to be sent to shareholders who have requested
it by the record date for voting rights.

(Election)
Article 37 <Omitted>
2. <Omitted>
3. Unless otherwise resolved at a general meetingof shareholders, the election of a Substitute
Audit & Supervisory Board Member under
Article 329 (2) of the Companies Act shall beeffective until the annual general meeting ofshareholders relating to the final fiscal year that
ends within two years after his/her election.

(Election)
Article 37<Unchanged>
2.
<Unchanged>
3. Unless otherwise resolved at a general meetingof shareholders, the election of a Substitute
Audit & Supervisory Board Member under
Article 329 (3) of the Companies Act shall beeffective until the annual general meeting ofshareholders relating to the final fiscal year that
ends within two years after his/her election.

<Newly established>(Supplementary Provisions)1.
The amendments to Article 15 of the Articles
of Incorporation shall come into effect on
September 1, 2022, the date of enforcement of
the amended provisions stipulated in theproviso of Article 1 of the supplementaryprovisions of the Act Partially Amending theCompanies Act (Act No. 70 of 2019) (the“Effective Date”).
2.
Notwithstanding the provisions of thepreceding paragraph, Article 15 of the Articles
of Incorporation prior to the amendments shallremain in force with respect to a general
meeting of shareholders to be held on a datewithin six months after the Effective Date.
3.
These supplementary provisions shall bedeleted six months after the Effective Date or
three months after the date of the general
meeting of shareholders set forth in thepreceding paragraph, whichever is later.

4

Proposal 2:

Election of Nine (9) Directors

The terms of office of all eight (8) Directors will expire at the conclusion of this Annual General Meetingof Shareholders. In order to strengthen the management structure, the election of nine (9) Directors is
proposed, including three (3) new candidates for Director and one (1) new candidate for Outside Director.
Regarding nomination of candidates for Director, in order to ensure fairness and transparency, the Boardof Directors seeks advice of the Nomination Committee, a voluntary body, which is chaired by an
Independent Outside Director and a majority of whose members are Independent Outside Officers. The
Nomination Committee deliberates on and submits a draft nomination proposal it has approved to theBoard of Directors. The proposal was finalized by the resolution of the Board of Directors.
The candidates for Director are as follows:
No.

Name

Current positions and responsibilities at theCompany
Representative Director and President
Responsible for execution of overall management;
Head of Sales Management Headquarter;
Chairman of the Board of Directors;
Member of Remuneration Committee
Managing Executive Officer
Responsible for Sales (Pole-related Business);
General Manager of Pole Sales Administration
Department
Director, Executive Officer
Responsible for Headquarter (Engineering
Development & Designing);
Responsible for Sales (Environment & Energy
Business, International Business)
General Manager of International Business
Department
Executive Officer
Responsible for Headquarter (Business
Administration)
Executive Officer
Responsible for Sales (Foundation Business,
Construction Sales)
Representative Director, Chairman and Executive
OfficerSupervision of execution of overall management;
Member of Nomination Committee;
Member of Remuneration Committee
Director
Chairman of Nomination Committee;
Member of Remuneration Committee

1

Reappointment

TSUKAMOTO Hiroshi

2

New candidate

IMAI Yasutomo

3

Reappointment

KODERA Mitsuru

4

New candidate

SUGITA Yoshihiko5

New candidate

KAKUGARA Akihiko

6

Reappointment

AMIYA Katsuhiko

7

Reappointment

MAZUKA Michiyoshi

Outside Director
Independent Officer

8

Reappointment

ISHIZAKI Nobunori

Outside Director
Independent Officer

Director
Member of Remuneration Committee

9

New candidate

MATSUMOTO Takenori

Outside Director
Independent Officer

–

5

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1988
June 2011

1

Number ofshares of theCompany held

Joined the Company
Representative Director and President, NC East
Japan Concrete Industries Co., Ltd.
July 2014
General Manager, Production Management
Department, the Company
June 2015
Executive Officer, General Manager, Production
Management Department, the Company
35,000June 2016
Executive Officer, the Company
TSUKAMOTO
June 2020
Director, Senior Managing Executive Officer, theHiroshiCompany(February 15, 1965)
Director, Kyushu Kouatsu Concrete Industries Co.,
Ltd. (current position)
June 2021
Representative Director and President, the[Reappointment]
Company (current position)[Reason for nomination as candidate for Director]
After joining the Company, Mr. TSUKAMOTO Hiroshi was engaged in production management and operationof plants. After assuming office as Executive Officer, he tackled productivity enhancement and other initiatives
as a person responsible for overall production management. After assuming office as Director, he was
responsible for business administration and assisted the Representative Director. Since assuming office as
Representative Director and President, he has been striving to achieve sustainable growth and enhancement ofcorporate value through implementation of the Group’s Corporate Philosophy. Therefore, the Company
proposes his reelection as Director to lead management of the Group.

6

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1981

2

Number ofshares of theCompany held

Joined Tokyo Electric Power Company (currently
Tokyo Electric Power Company Holdings,
Incorporated (TEPCO))
October 2003
Senior Manager, Facilities Dept., Saitama Branch,
TEPCO
July 2005
General Manager, Kumagaya Branch Office,Saitama Branch, TEPCO
June 2012
General Manager, Ginza Branch Office, Tokyo
52,760Branch, TEPCO
July 2015
Executive Officer, the Company
IMAI Yasutomo
June 2016
Director, Executive Officer, the Company(August 4, 1958)
June 2017Managing Executive Officer, the Company[New candidate](current position)
June 2018
Director, TOKAI CONCRETE INDUSTRIESCO., LTD. (current position)[Reason for nomination as candidate for Director]
Mr. IMAI Yasutomo worked in a power distribution department at a power utility and has in-depth knowledge
about poles and other mainstay products of the Company. He also has experience in working in an
administration department. At the Company, he has long been responsible for the pole-related business as
Executive Officer. In view of his capabilities, insight, experience, and probity, the Company believes he willcontribute to the Company’s enhancement of corporate value and sustainable growth. Therefore, the Company
proposes his election as Director.

7

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1992

Number ofshares of theCompany held

Joined the Company

June 2010

3
KODERA Mitsuru(July 17, 1966)[Reappointment]

General Manager, Engineering Development &Designing Department (III), the Company
June 2013
Representative Director and President, NC Kanto
Pile Manufacturing Co., Ltd.
June 2015
Executive Officer, General Manager, Engineering
Development & Designing Department, theCompany
Director, Nihonkai Concrete Industries Co. (current
position)
June 2020
Director, Executive Officer, General Manager,
Engineering Development & Designing
Department, the Company
Representative Director and President, NC SteelCo., Ltd. (current position)
June 2021
Director, Executive Officer, the Company (current
position)[Significant concurrent positions] Representative Director and President, NC Steel Co., Ltd.

18,800[Reason for nomination as candidate for Director]
Mr. KODERA Mitsuru has in-depth knowledge concerning engineering and design of products andconstruction methods and is responsible for the Engineering Development & Designing Department. He is also
responsible for the Environment & Energy Business and the International Business and is engaged in promotionof new businesses. In view of his capabilities, insight, experience, and probity, the Company believes he willcontribute to the Company’s enhancement of corporate value and sustainable growth. Therefore, the Company
proposes his reelection as Director.

8

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1983

4

5

Number ofshares of theCompany held

Joined Mitsui Knowledge Industry Co., Ltd.
(currently MITSUI KNOWLEDGE INDUSTRY
CO., LTD.)
June 1991
Joined The Industrial Bank of Japan (currently
Mizuho Bank, Ltd.)
April 2006
Director, General Manager of General Affairs
Dept., Mizuho–DL Financial Technology Co., Ltd.
September 2007 Managing Executive Officer, Katokichi Co., Ltd.
2,900
(currently TableMark Co., Ltd.)
June 2008
Director, Managing Executive Officer, Katokichi
SUGITA YoshihikoCo., Ltd.
June
2011
Standing Audit and Supervisory Board Member,(September 9, 1958)
TableMark Co., Ltd.
April 2014
General Manager, Director Headquarters,[New candidate]
SeiKoh-kai Medical Group
June 2019
Executive Officer, the Company (current
position)[Reason for nomination as candidate for Director]
Mr. SUGITA Yoshihiko has many years of experience at financial institutions and held executive positions atbusiness entities. Since joining the Company, he has been responsible for the Business Administration
Department and has been engaged in formulation of the management plan and other initiatives. In view of his
capabilities, insight, experience, and probity, the Company believes he will contribute to the Company’s
enhancement of corporate value and sustainable growth. Therefore, the Company proposes his election as
Director.
April 1982
Joined Sumitomo Corporation
April 2000
General Manager, Materials & Supply Dept.,
Sumitomo Corporation Taiwan Ltd.
April 2009
General Manager, Cement Dept., Materials &Supply Div., Sumitomo Corporation
June 2015
Representative Director, Executive Vice President,0
Sumisho & Mitsuibussan Kenzai Co., Ltd.
(currently SMB Kenzai Co., Ltd.)KAKUGARA Akihiko
Representative Director, President, SMB Kenzai(November 2, 1959) June 2017
Co., Ltd.
June 2021
Executive Officer, the Company (current[New candidate]position)[Reason for nomination as candidate for Director]
Mr. KAKUGARA Akihiko has experience in sales of building materials and other merchandise in Japan andoverseas at a general trading company as well as experience as a corporate manager. Since joining theCompany, he has been working for development of the Foundation Business. In view of his capabilities, insight,
experience, and probity, the Company believes he will contribute to the Company’s enhancement of corporate
value and sustainable growth. Therefore, the Company proposes his election as Director.

9

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1968
June 1997

6

Number ofshares of theCompany held

Joined the Company
General Manager, Corporate Planning &Administration Department, the Company
June 1998
Director, the Company
June 2001
Managing Director, the Company
June 2005
Senior Managing Director, the Company
June 2006
Representative Director and President, theCompany
June 2007
Representative Director, President and Executive
Officer, the Company
June 2015
Representative Director, Chairman and CEO, the246,700
Company
AMIYA KatsuhikoJune 2018
Director and Chairman, the Company(August 23, 1943)
Director, Hokkaido Concrete Industries Co., Ltd.
(current position)
June
2019
Representative Director and Chairman, the[Reappointment]
Company
June 2020
Representative Director, Chairman and President,
the Company
June 2021
Representative Director, Chairman and Executive
Officer, the Company (current position)
Director, Tohoku Pole Co., Ltd. (current position)[Reason for nomination as candidate for Director]
After joining the Company, Mr. AMIYA Katsuhiko was engaged in business administration departments. Ever
since his assumption of office as Director in 1998, he has long been appropriately supervising management,
having served as Representative Director and President and Representative Director, Chairman and CEO.
Currently, as Representative Director and Chairman, he is emphasizing corporate governance. He has been
striving to achieve sustainable enhancement of corporate value through implementation of the corporate
philosophy. Therefore, the Company proposes his reelection as Director.

10

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1968
April 1971
June 2001

7

Joined Fujitsu FACOM Co., Ltd.
Transferred to Fujitsu Limited
Member of the Board and Head of East Japan Sales
Business Unit, Fujitsu Limited
June 2005
Member of the Board, Corporate Executive Vice
President, Fujitsu Limited
June 2006
Corporate Senior Executive Vice President andRepresentative Director, Fujitsu Limited
June 2008
Chairman and Representative Director, Fujitsu
Limited
September 2009 Chairman, President and Representative Director,
Fujitsu Limited
Advisor and Director, Fujitsu Limited
MAZUKA Michiyoshi June 2014
June
2015
Director, the Company (current position)(October 17, 1943)
June 2016
Advisor, Fujitsu Limited
Outside Director, AMADA HOLDINGS CO.,[Reappointment]
LTD. (currently AMADA CO., LTD.) (current[Outside Director]
position)[Independent Officer]
April 2018
Senior Advisor, Fujitsu Limited
June 2018
Outside Director, Tsukishima Kikai Co., Ltd.
(current position)[Significant concurrent positions] Outside Director, AMADA CO., LTD.
 Outside Director, Tsukishima Kikai Co., Ltd.

Number ofshares of theCompany held

29,100[Reason for nomination as candidate for Outside Director and overview of the expected role]
Having served as Chairman, President and Representative Director of Fujitsu Limited, Mr. MAZUKA
Michiyoshi has a wealth of experience and extensive knowledge as a corporate manager. The Company can
expect to receive appropriate advice from him on overall management from an independent standpoint andbelieves he will contribute to the Company’s further enhancement of corporate governance. Therefore, theCompany proposes his reelection as Outside Director.

11

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
March 1978

ISHIZAKI Nobunori(July 16, 1948)
8[Reappointment][Outside Director][Independent Officer]

Completed the legal apprentice training course(30th term)
April 1978
Joined Nobuo Takai Law Firm
August 1984
Representative, Nobunori Ishizaki Law Firm
June 1996
Senior Executive Member, Management Lawyers
Council (current position)
January 2002
Member of Labor Deliberation Committee,
Cabinet’s Task Force on Judicial Reform
October 2002
Vice Chairman, Labor Legislation Committee,
Japan Federation of Bar Associations
April 2011
Representative Attorney, ISHIZAKI &YAMANAKA Law Firm (current position)
June 2017
Director, the Company (current position)[Significant concurrent positions] Representative Attorney, ISHIZAKI & YAMANAKA Law Firm

Number ofshares of theCompany held

17,400[Reason for nomination as candidate for Outside Director and overview of the expected role]
An expert on labor law, Mr. ISHIZAKI Nobunori is an attorney at law with a wealth of experience andextensive knowledge. The Company can expect to receive appropriate suggestions from him on overallmanagement, including management issues such as work style innovation, and management supervision froman independent standpoint and believes he will contribute to the Company’s further enhancement of corporate
governance. Therefore, the Company proposes his reelection as Outside Director.

12April 1968

9

Joined the Ministry of Transport (currently the
Ministry of Land, Infrastructure, Transport andTourism)
January 1994
First Airport Administrator, Kansai International
Airport, West Japan Civil Aviation Bureau
August 1995
Director-General, West Japan Civil Aviation
BureauJune 1996
Director-General, Engineering Department, Civil
Aviation Bureau
June 2000
Director, Japan Air System Co., Ltd.
0
June 2003
Representative Director and Senior Managing
MATSUMOTO
Director, Japan Airline Co., Ltd.
Takenori
June 2006
Director and Chairman, JAL Aircraft Maintenance(February 5, 1944)
Narita Co., Ltd.
August 2014
Representative Director and Senior Vice President,[New candidate]
Setouchi SEAPLANES, Inc.
[Outside Director]
January 2017
Representative Director and President, Setouchi[Independent Officer]
SEAPLANES, Inc.
September 2019 Executive Advisor, Daihyaku Shoji Co., Ltd.
(current position)
November 2020 Executive Advisor, Japan Drone Organization Co.,
Ltd. (current position)[Reason for nomination as candidate for Outside Director and overview of the expected role]
Having held key positions as a public official and served as Representative Director of operating companies,
Mr. MATSUMOTO Takenori has a wealth of experience and extensive knowledge gained through his career inthe public sector and as a corporate manager. The Company can expect to receive appropriate advice from him
on overall management from an independent standpoint and believes he will contribute to the Company’s
further enhancement of corporate governance. Therefore, the Company proposes his election as Outside
Director.
Notes:

1. Current positions and responsibilities at the Company of candidates who are currently Directors of theCompany are as indicated on the list of candidates for Director on page 9 of the Reference Document.
2. No special interest exists between any of the candidates and the Company.
3. Mr. MAZUKA Michiyoshi, Mr. ISHIZAKI Nobunori, and Mr. MATSUMOTO Takenori are candidates for
Outside Director.
4. Mr. MAZUKA Michiyoshi and Mr. ISHIZAKI Nobunori are currently Outside Directors of the Company.
The number of years since assumption of office as the Company’s Outside Director will be as follows. Mr.
MAZUKA Michiyoshi will have been in office as Outside Director for 7 years and Mr. ISHIZAKI
Nobunori for 5 years.
5. The Company has designated Mr. MAZUKA Michiyoshi and Mr. ISHIZAKI Nobunori as independent
officers based on the stipulations by the Tokyo Stock Exchange. If their reelection is approved, they willremain independent officers. If the election of Mr. MATSUMOTO Takenori is approved, he will be
designated as an independent officer based on the stipulations by the Tokyo Stock Exchange.
In addition to the independence criteria stipulated by the Tokyo Stock Exchange, if any of the following
applies to a person, the Company judges that such person is not independent. None of the following
applies to Mr. MAZUKA Michiyoshi, Mr. ISHIZAKI Nobunori, and Mr. MATSUMOTO Takenori.
(1) A person to whom any of the following currently applies:
1) A major shareholder of the Company (shareholder who holds 10% or more of voting rights) or an
executive of such shareholder

132) An entity that is a business partner of the Company whose amount of transactions with the Company
in the most recent fiscal year exceeds 3% of the Company’s consolidated net sales for that year or an
executive thereof3) An entity where the Company is its business partner and whose amount of transactions with theCompany in the most recent fiscal year exceeds 3% of the Company’s consolidated net sales for thatyear or an executive thereof4) A financial institution or other major creditor, which is indispensable for the Company’s financing
and on which the Company is dependent to the extent that there is no substitute, or an executive
thereof5) A certified public accountant who is the Accounting Auditor of the Company or an employee of theaudit firm that is the Accounting Auditor of the Company
6) A person who has received a donation amounting to 10 million yen or more in the most recent fiscal
year from the Company or an executive thereof7) A lawyer, certified public accountant, certified tax accountant, a consultant or the like who received
money or financial benefits exceeding 10 million yen from the Company in the most recent fiscal
year other than officer remuneration or an executive thereof(2) A person to whom any of (1) 1)-7) above applies at any point in time during the past three years
6. In accordance with Article 427 Paragraph 1 of the Companies Act and the Articles of Incorporation of theCompany, the Company has entered into liability limitation agreements with Mr. MAZUKA Michiyoshi
and Mr. ISHIZAKI Nobunori to limit their liability for damages. The amount of liability for damages inaccordance with the agreement is limited to the amount stipulated by laws and regulations. If theirreelection is approved, the Company intends to continue the liability limitation agreements with them. If
the election of Mr. MATSUMOTO Takenori is approved, the Company intends to enter into a liability
limitation agreement with him.
7. The Company has entered into a directors and officers liability insurance contract, as stipulated in Article
430-3, Paragraph 1 of the Companies Act, with an insurance company, which covers damages that may
arise when the insured assumes liability arising from the execution of his or her duties (however, cases towhich exemptions specified by the insurance contract apply are not covered). If the candidates for Director
are elected and assume office, all the Directors will become the insured under the said insurance contract.
The Company intends to renew the said insurance contract with the same contents at the next renewal.

14

[Reference]
Skills Matrix of the Board of Directors and the Audit & Supervisory Board after
the General Meeting of Shareholders (Plan)
Business
Administration/ DX / ITC /Sustainability

Business/ Sales

●

●

●

●

●

●

●

●

●

●

Corporate
Management

Position

Legal
Affairs /RiskManagement/
ComplianceTechnology/
Production

International

Finance &Accounting

Directors

TSUKAMOTO
Hiroshi
IMAI
Yasutomo
KODERA
Mitsuru
SUGITA
Yoshihiko
KAKUGARA
Akihiko
AMIYA
KatsuhikoRepresentative
Director andPresident
Director,
Managing
Executive
Officer
Director,
Executive
Officer
Director,
Executive
Officer
Director,
Executive
Officer
Director,
SeniorAdvisor,Executive
Officer
Director

MAZUKA
Michiyoshi
Director

ISHIZAKI
Nobunori
Director

MATSUMOTO
Takenori
Audit & Supervisory Board Members
Audit &INOUE
Supervisory
Toshikatsu
Board
Member(Standing)
Audit &ANDO Makoto
Supervisory
Board
MemberNISHIMURA
Toshihide

Notes:

Audit &
Supervisory
Board
Member

●

●

●

●

●

●

●

●

●

●

●

●

[Independent
Officer][Outside
Director][Independent
Officer][Outside
Director][Independent
Officer][Outside
Director]

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

[Independent
Officer][Outside
Audit &
Supervisory
Board
Member][Outside
Audit &
Supervisory
Board
Member]

●

●

●

●

●

●

●

●

Up to four areas are marked for which the Company has particular expectations of each Director and Audit& Supervisory Board Member.
The above list does not represent all the skills, etc. possessed by each Director and Audit & Supervisory
Board Member.

15

Proposal 3:

Election of the Accounting Auditor

Deloitte Touche Tohmatsu LLC, will retire as the Accounting Auditor of the Company at the conclusion ofthis Annual General Meeting of Shareholders upon expiry of its term of office. Accordingly, the election of
Crowe Toyo & Co. as a new Accounting Auditor is proposed. This proposal is submitted based on thedecision of the Audit & Supervisory Board.
1. Reason for nomination of Crowe Toyo & Co. as a candidate for Accounting Auditor
Deloitte Touche Tohmatsu LLC has served as Accounting Auditor of the Company for over 36 years. As
the audit fee has been trending upward in recent years, the Company has been considering appointing a
new Accounting Auditor in view of the Company’s business characteristics and the scale of business. As aresult of comprehensive assessment of its expertise, independence, quality control, the international
network, and other aspects, the Company believes that Crowe Toyo & Co. has systems in place to perform
accounting audit appropriately and accurately and is suitable as Accounting Auditor.
2. Candidate for Accounting Auditor
The candidate for Accounting Auditor is as follows:
Name
Crowe Toyo & Co.
Sumitomo Fudosan Kanda Bldg., 6th Floor
Address of principal office Kandamitoshirocho 7
Chiyoda-ku Tokyo
January 1971
Established as Nitto Audit and Accounting officeNovember 1981 Changed to Toyo & Co., following the integration with
Toranomon Kyodo Office
Brief history
January 2005
Merged with Nishimura audit and accounting office
October 2006
Merged with Toto Audit company
July 2018
Became a member firm of Crowe Global
Capital
306 million yen (as of March 31, 2022)
Staff
Representative partners
8Partners
58
Overview
Certified Public Accountants
206
Successful CPA Exam Candidates including Junior Accountants
68
Other professional staff
26
Administrative staff
24
Total
390

16

Proposal 4:

Continuation of the Countermeasures for Large-scale Acquisition of the Company’s
Shares (Takeover Defense Measures)

The Company has adopted a plan for countermeasures for large-scale acquisition of the Company’s shares(takeover defense measures) (hereinafter referred to as the “Plan”), which was approved by shareholders at
the 88th Annual General Meeting of Shareholders held on June 27, 2019. The effective period of the Planis until the conclusion of the Company’s Annual General Meeting of Shareholders for the 91st fiscal year
scheduled to be held on June 29, 2022 (hereinafter referred to as “this Annual General Meeting of
Shareholders”).
Prior to the expiration of the Plan, the Company’s Board of Directors, at a meeting held on May 30,
2022, resolved that, subject to the approval of shareholders at this Annual General Meeting of Shareholders,the Company has decided to continue the Plan as described below as a measure to prevent decisions on the
Company’s financial and business policies from being controlled by persons deemed inappropriate in lightof the basic policy regarding the persons who control decisions on the Company’s financial and business
policies (as defined in the main clause of Article 118, Item 3 of the Regulations for Enforcement of theCompanies Act; hereinafter referred to as the “Basic Policy”).
Therefore, the Company requests shareholders’ approval of this proposal to continue the Plan anddelegate the authority concerning the Plan to the Company’s Board of Directors in accordance with Article
16, Paragraph 2 of the Articles of Incorporation of the Company, as described below.
1. Reasons for the proposal(1) Basic policy regarding the persons who control decisions on the Company’s financial and business
policies
The Company believes that persons who control decisions on the Company’s financial and business
policies should understand the source of the Company’s corporate value, and be persons who enable theCompany to continuously and sustainably secure and enhance the corporate value and, in turn, the common
interests of its shareholders.
The Company believes that in the event of a takeover bid involving a transfer of control of the Company,
the decision should ultimately be based on the will of the shareholders as a whole. In the event of alarge-scale purchase of the Company’s shares, the Company will not reject such purchase if it contributes
to securing and enhancing the Company’s corporate value and, in turn, the common interests of its
shareholders. However, some large-scale purchases of shares may not contribute to the corporate value ofthe target company or the common interests of its shareholders, such as those that, in terms of their purpose,
cause obvious harm to corporate value and the common interests of shareholders, those that do not provide
sufficient time or information for the target company’s board of directors and shareholders to consider theterms of the large-scale purchase or for the target company’s board of directors to propose an alternative
proposal, or those that require the target company to negotiate with the purchaser to obtain more favorable
terms than those offered by the purchaser.
The sources of the Company’s corporate value are (1) the comprehensive technological capabilities,
manufacturing and construction technologies and know-how related to concrete products, production
facilities and environment-related engineering that the Company has accumulated over the years as aleading concrete pole manufacturer; (2) the ability to ensure stable supply of high-quality products andconstruction, underpinned by the technological capabilities described in (1) above; (3) the establishednationwide manufacturing and sales network of the NC Group, which consists of the Group and thecompanies to which the Company provides manufacturing and construction technologies; (4) solid
relationships of trust built over many years with suppliers, customers, and all other business partners; and(5) employees with the experience and know-how to support and improve the technological capabilities
mentioned in (1) and (2) above. Unless the purchaser of the Company’s shares understands these sources of
the Company’s corporate value and is able to secure and enhance them over the medium to long term, theCompany’s corporate value and the common interests of its shareholders will be damaged. The Company
believes that it is necessary to secure the Company’s corporate value and, in turn, the common interests of
its shareholders by taking necessary and appropriate countermeasures for such abusive takeover attempts.

17

(2) Purpose of the Plan
The Plan is to be introduced in accordance with the basic policy described in (1) above for the purpose of
securing and enhancing the corporate value of the Company and, in turn, the common interests of its
shareholders.
As stipulated in the Basic Policy, the Company’s Board of Directors believes that a person who conductsa large-scale purchase that does not contribute to the corporate value of the Company or the common
interests of its shareholders is inappropriate as a person who controls decisions on the Company’s financial
and business policies. In order to prevent decisions on the Company’s financial and business policies frombeing controlled by such inappropriate persons and to deter large-scale purchases of the Company’s sharesthat would be detrimental to the Company’s corporate value and, in turn, the common interests of its
shareholders, the Company has decided to continue the Plan as a framework that enables the Company’s
Board of Directors to propose an alternative proposal to the shareholders, to secure the information andtime necessary for the shareholders to decide whether or not they should accept such large-scale purchase,and to negotiate on behalf of the shareholders.
At this point in time, the Company has not received any notification or proposal from a specific third
party regarding a large-scale acquisition. The status of the Company’s major shareholders as of March 31,
2022 is as shown in Appendix 1, “Status of Major Shareholders of the Company (as of March 31, 2022).”
2. Details of the proposal(1) Procedures for triggering the Plan(a) Subject purchases, etc.
The Plan shall apply to cases where a purchase or other acquisition of the Company’s share certificates,
etc., or any similar action that falls under (i) or (ii) below is made or cases where such proposals1(excluding those separately approved by the Company’s Board of Directors not to apply the Plan, andhereinafter referred to as the “Purchase”) are made.
***2(i) With respect to share certificates, etc. issued by the Company, a purchase or other acquisition thatwould result in the holder3’s holding ratio4 amounting to 20% or more of the share certificates, etc.
(ii) With respect to share certificates, etc.5 issued by the Company, a tender offer6 that would result inthe total of the holding ratio7 of share certificates, etc. of the person making the tender offer and theholding ratio of share certificates, etc., of parties specially related (specially related parties 8) withthe person making the tender offer amounting to 20% or more
Any person who intends to make a Purchase (hereinafter referred to as the “Purchaser”) shall follow
the procedures set forth in the Plan and shall not make the Purchase until the Company’s Board of
Directors or the General Meeting of Shareholders of the Company resolves not to implement the gratis
allotment of share acquisition rights in accordance with the Plan.
(b) Submission of the letter of intent
Prior to commencing or executing the Purchase, the Purchaser shall submit to the Company, in a form
separately prescribed by the Company, a document (signed or stamped with a name and seal by arepresentative of the Purchaser) containing a covenant to comply with the procedures of the Plan and acertificate of qualification of the representative who has signed or stamped such name and seal
(hereinafter collectively referred to as the “Letter of Intent”). The Letter of Intent shall contain thename and address of the Purchaser, its principal place of business or office, the governing law of thecountry in which the Purchaser is incorporated, the name of the Purchaser’s representative, thePurchaser’s contact details in Japan, an outline of the proposed Purchase, etc. The language to be usedin the Letter of Intent and the purchase statement set forth in (c) below shall be Japanese only.
(c) Request to the Purchaser for provision of information
The Company will deliver to the Purchaser the form of the purchase statement (defined below)(including a list of information to be provided by the Purchaser to the Company) within 10 businessdays of receipt of the Letter of Intent. The Purchaser shall submit to the Company’s Board of Directors
18

a document (hereinafter collectively referred to as the “Purchase Statement”) containing theinformation specified in each of the items below (hereinafter referred to as the “Necessary
Information”), etc.
Upon receipt of the Purchase Statement, the Company’s Board of Directors shall promptly submit
it to the Independent Committee (The Independent Committee shall be established pursuant to a
resolution of the Company’s Board of Directors. The criteria for appointing members of the
Independent Committee, requirements for resolutions, matters to be resolved, and other matters are set
forth in Appendix 2, “Summary of Rules of the Independent Committee,” and the brief personal
history of the members of the Independent Committee at the time the Plan was initially continued is as
described in Appendix 3, “Brief Personal History of Members of the Independent Committee.”)If the Independent Committee determines that the information contained in such PurchaseStatement is insufficient as the Necessary Information, it may request the Purchaser to provide
additional information after setting an appropriate response deadline. In such case, the Purchaser shallbe required to provide such additional information by such deadline.
***(i) Details of the Purchaser and its group (joint holders9, specially related parties, and speciallyrelated parties of persons whose controlled corporation10 is the Purchaser) (including name,
capital relationship, financial position, business performance, existence, and details of pastviolations of laws and regulations, details of past transactions of the same type as the Purchase bysuch Purchaser, etc.).11(ii) Purpose, method and specific details of the Purchase (including the type and amount ofconsideration for the Purchase, timing of the Purchase, structure of related transactions, legalityof the Purchase method, feasibility of the Purchase, etc.)(iii) The price of the Purchase and the basis for its calculation (including the facts and processes
underlying the calculation, the calculation method, the numerical information used in thecalculation, and the details of synergies expected to arise from a series of transactions through thePurchase, including the details of synergies to be shared with minority shareholders)(iv) Information regarding agreements between the Purchaser and third parties regarding theCompany’s share certificates, etc. and past acquisitions of the Company’s share certificates, etc.
by the Purchaser(v) The financial backing for the Purchase (including the specific name of the provider of funds for
the Purchase (including substantial providers), the method of procurement, and the details of any
related transactions)(vi) Management policy, business plan, capital and dividend policies of the Group after the Purchase(vii) Policy for dealing with the Group’s shareholders (excluding the Purchaser), employees, business
partners, customers, and other stakeholders of the Group after the Purchase.
(viii) Specific measures to avoid conflicts of interest between the Purchaser and other shareholders of
the Company in cases where such conflicts of interest may arise.
(ix) Information on relationships with antisocial forces(x) Any other information that the Independent Committee reasonably determines to be necessary.
(d) Assessment of the terms of the Purchase, negotiation with the Purchaser, and assessment ofalternative proposals(i) Requests for information from the Company’s Board of Directors
When the Purchaser submits the Purchase Statement and additional information (if any) requestedby the Independent Committee, the Independent Committee may also request the Company’s Boardof Directors to provide its opinion on the terms of the Purchase by the Purchaser (including an
opinion to the effect of reserving such opinion) and materials supporting such opinion, analternative proposal (if any), and any other information that the Independent Committee deems
necessary from time to time, by setting an appropriate response deadline (up to 60 days inprinciple).
(ii) Assessment, etc. by the Independent Committee
The Independent Committee shall, in principle, assess the terms of the Purchase, collect and19

compare information regarding the management plan and business plan of the Purchaser and theCompany’s Board of Directors, and examine alternative plans provided by the Company’s Board of
Directors, for a maximum of 60 days from the receipt of such information, etc. (the period required
for such information collection and assessment by the Independent Committee shall be hereinafterreferred to as the “Independent Committee Assessment Period”). In addition, the Independent
Committee shall, if necessary to improve the terms of the Purchase from the perspective ofsecuring and enhancing the corporate value of the Company and, in turn, the common interests of
its shareholders, directly or indirectly, engage in discussions and negotiations with the Purchaser.
In order to ensure that the decisions of the Independent Committee are made in a manner that
contributes to the corporate value of the Company and, in turn, the common interests of its
shareholders, the Independent Committee may, at the Company’s expense, obtain advice fromindependent third parties (including financial advisors, certified public accountants, lawyers,certified tax accountants, consultants and other experts). If the Independent Committee directly or
indirectly requests the Purchaser to provide materials for assessment or other information, or to
discuss or negotiate with the Purchaser, the Purchaser must promptly respond to such request.
(e) Recommendations of the Independent Committee
Based on the above procedures, the Independent Committee shall make recommendations, etc. to theCompany’s Board of Directors as follows.
(i) When recommending the triggering of the Plan
If the Independent Committee determines that the Purchase falls under any of the Trigger Events(hereinafter collectively referred to as the “Trigger Events”) set forth in (2) below “Requirements
for Gratis Allotment of the Share Acquisition Rights,” the Independent Committee shallrecommend that the Company’s Board of Directors implement a gratis allotment of shareacquisition rights (the main details of which are set forth in (3) “Outline of Gratis Allotment of the
Share Acquisition Rights” below; hereinafter, such share acquisition rights are referred to as the“Share Acquisition Rights”), except in special circumstances where it is necessary to continue toreceive information from the Purchaser and negotiate and discuss with the Purchaser. The
Independent Committee may, in cases where the applicability of Trigger Event No. 2 (“Trigger
Event #2”) among the Trigger Events set forth in (2) below under “Requirements for Gratis
Allotment of the Share Acquisition Rights” is in question, attach a reservation to the effect thatshareholders’ intentions should be confirmed with respect to such implementation.
Notwithstanding the foregoing, even once the Independent Committee has made a
recommendation for the implementation of the gratis allotment of the Share Acquisition Rights, theIndependent Committee may make a new recommendation to the effect that the Company shouldcancel the gratis allotment of the Share Acquisition Rights on or before the second business day
preceding the ex-rights date for the gratis allotment of the Share Acquisition Rights or acquire theShare Acquisition Rights without consideration from the effective date of the gratis allotment of the
Share Acquisition Rights until the day before the commencement date of the exercise period of the
Share Acquisition Rights, if the Independent Committee determines that any of the following
events applies.
i) If the Purchaser withdraws the Purchase or the Purchase otherwise ceases to exist after such
recommendationii) When the Trigger Event no longer exists due to a change in the facts on which the decisionon the recommendation was based, etc.
(ii) When recommending non-triggering of the Plan
If the Independent Committee determines that no Trigger Event exists with respect to the Purchase,the Independent Committee will make a recommendation to the Company’s Board of Directors to
the effect that the gratis allotment of the Share Acquisition Rights should not be implemented,
regardless of whether the Independent Committee Assessment Period has ended.
Notwithstanding the above, even after the Independent Committee once recommends
non-implementation of the gratis allotment of the Share Acquisition Rights, the Independent
Committee may make a new recommendation to the effect that the gratis allotment of the Share
Acquisition Rights should be implemented if the facts, etc. on which the decision on such20

recommendation was based change and a Trigger Event exists.
(iii) Extension of the Independent Committee Assessment Period
If the Independent Committee does not reach a conclusion to make a recommendation for
implementation or non-implementation of the gratis allotment of the Share Acquisition Rights
during the initial Independent Committee Assessment Period, the Independent Committee may
extend the Independent Committee Assessment Period one or more times, within a reasonable
range (however, up to 30 days in principle), assess the terms of the Purchase by the Purchaser,
assess alternative plans, and negotiate with the Purchaser, as deemed necessary. If the Independent
Committee Assessment Period is extended, the Independent Committee shall continue to collectinformation, make assessment, etc., and make the best effort to make a recommendation for the
implementation or non-implementation of the gratis allotment of the Share Acquisition Rights
within the extended period.
(f) Convocation of a General Meeting of Shareholders / Resolution of the Board of Directors
If the above recommendation of the Independent Committee is made, the Company’s Board of
Directors, as an organ under the Companies Act, shall pass a resolution concerning the implementation
or non-implementation of the gratis allotment of the Share Acquisition Rights, etc., respecting such
recommendation to the maximum extent possible.
However, if a General Meeting of Shareholders is held in accordance with (g) below, a decision on theimplementation or non-implementation of the gratis allotment of the Share Acquisition Rights shall bemade at such meeting.
The Company’s Board of Directors will not implement the gratis allotment of the Share Acquisition
Rights if the Independent Committee recommends that the gratis allotment of the Share Acquisition
Rights should not be implemented or if the General Meeting of Shareholders resolves to reject theimplementation of the gratis allotment of the Share Acquisition Rights.
(g) Holding of the General Meeting of Shareholders
In implementing the gratis allotment of the Share Acquisition Rights in accordance with the Plan, theCompany’s Board of Directors shall, in cases where i) the Independent Committee has attached areservation to the effect that the implementation of the gratis allotment of the Share Acquisition Rights
should be approved in advance by a General Meeting of Shareholders in accordance with (e) (i) above,or ii) if the applicability of Trigger Event #2 is in question and the Board of Directors determines that
it is appropriate to confirm the intent of shareholders in light of the duty of care of a good manager,
taking into consideration the time required to hold a General Meeting of Shareholders, the Company
may convene a General Meeting of Shareholders and confirm the intent of shareholders regarding
implementation of the gratis allotment of the Share Acquisition Rights.
(h) Disclosure
In operating the Plan, the Company will, in accordance with applicable laws and regulations or therules of the financial instruments exchanges, etc., disclose information in a timely manner regarding
the progress of each procedure of the Plan (including the fact that the Letter of Intent and the PurchaseStatement have been submitted, and the fact that the Independent Committee Assessment Period hascommenced and that the Independent Committee Assessment Period has been extended), a summaryof recommendations, etc. by the Independent Committee, a summary of resolutions of the Company’s
Board of Directors (including the resolution regarding the convocation of the General Meeting of
Shareholders), and other matters deemed appropriate by the Independent Committee or the Company’s
Board of Directors.
(2) Requirements for the gratis allotment of the Share Acquisition Rights
The requirements for implementing the gratis allotment of the Share Acquisition Rights to trigger the Plan
are as follows. As described in (1) “Procedures for Triggering the Plan” (e) above, the applicability of thefollowing requirements will always be determined through the recommendation of the Independent
Committee.
***
21

Trigger Event #1
If the Purchase does not comply with the procedures set forth in the Plan (including cases where thePurchaser does not provide the time and information reasonably necessary to determine the terms of thePurchase) and it is reasonable to implement the gratis allotment of the Share Acquisition Rights
Trigger Event #2
If any of the following applies and it is reasonable to implement a gratis allotment of the Share Acquisition
Rights(a) If the Purchase is likely to cause obvious harm to the corporate value of the Company and, in turn, thecommon interests of its shareholders due to any of the following acts, etc.
(i) Buying up share certificates, etc. and demanding that the Company purchase the share certificates,etc. at a high price.
(ii) Management that benefits the Purchaser at the expense of the Company, such as temporary
control of the Company’s management and low-cost acquisition of the Company’s material assets,etc.
(iii) Misappropriation of the Company’s assets as collateral or source of repayment of debts of thePurchaser or its group companies, etc.
(iv) Temporary control of the Company’s management to dispose of high-value assets that are notcurrently related to the Company’s business and pay temporarily high dividends with the profits
from such disposal, or sell the shares at a high price taking advantage of the opportunity affordedby the sudden rise in share prices caused by the temporarily high dividends.
(b) If a purchase may effectively coerce shareholders into selling their shares, such as a coercive two-tierpurchase (This refers to a tender offer or other purchase of shares without soliciting the purchase of allshares in the initial purchase and setting unfavorable or unclear terms for the second stage of thepurchase.)(c) If the economic terms of the Purchase (including the type and amount of consideration and the timeand method of payment of the consideration) are inadequate or inappropriate in light of the Company’s
intrinsic value.
(d) If the terms of the Purchaser’s proposal (including the legality and feasibility of the Purchase,management policy or business plan after the Purchase, the policy for dealing with the Company’s
shareholders (excluding the Purchaser), employees, business partners, customers, and otherstakeholders of the Company after the Purchase, in addition to economic terms of the Purchase),seriously threaten to harm the Company’s corporate value and, in turn, the common interests of its
shareholders by, for example, seriously impeding the maintenance and improvement of the Company’scomprehensive technological capabilities, stable supply of high-quality products and construction
work, inter-group network and strong relationships of trust with business partners, which are
indispensable for the creation of the Company’s corporate value.
(3) Outline of the gratis allotment of the Share Acquisition Rights
The outline of the gratis allotment of the Share Acquisition Rights to be implemented under the Plan is asfollows.
(a) Number of the Share Acquisition Rights
The number of the Share Acquisition Rights shall be the same as the final total number of outstanding
shares of the Company as of a certain date (hereinafter referred to as the “Allotment Date”) separately
determined by a resolution of the Board of Directors or a resolution of the General Meeting of
Shareholders (hereinafter referred to as the “Gratis Allotment Resolution”) regarding the gratis
allotment of the Share Acquisition Rights.
(b) Shareholders eligible for allotment
The Company shall implement allotment of the Share Acquisition Rights to the shareholders otherthan the Company recorded in the Company’s final register of shareholders as of the Allotment Date at
a ratio of one Stock Acquisition Right per one share of the Company’s stock held by suchshareholders.
(c) Effective date of the gratis allotment of the Share Acquisition Rights
The effective date of the gratis allotment of the Share Acquisition Rights shall be the date separately
determined in the Gratis Allotment Resolution.
22

(d) Number of shares to be issued upon exercise of the Share Acquisition Rights
The number of shares of the Company to be issued upon exercise of one (1) Stock Acquisition Right(hereinafter referred to as the “Applicable Number of Shares”) shall be one (1) share in principle.
(e) Amount of property to be contributed upon exercise of the Share Acquisition Rights
The property to be contributed upon exercise of the Share Acquisition Rights shall be cash, and theamount to be contributed per one (1) share of the Company’s stock upon exercise of the Share
Acquisition Rights shall be an amount to be separately determined by the Gratis Allotment Resolution
between 1 yen and any amount equivalent to 50% of the fair value of one (1) share of the Company’s
stock The “fair value” shall be the amount equivalent to the average closing price (including
quotations) of the Company’s common stock in regular trading on the Tokyo Stock Exchange for eachday during the past 90 days (excluding days on which no trading is conducted) prior to the resolution
for the gratis allotment of the Share Acquisition Rights, with fractional amounts less than 1 yenrounded up to the nearest yen..
(f) Exercise period of the Share Acquisition Rights
The first day of the exercise period shall be a date separately determined in the Gratis Allotment
Resolution (the first day of such exercise period shall hereinafter be referred to as the “Exercise Period
Commencement Date”). In principle, the exercise period will be a period separately determined in theGratis Allotment Resolution within the range of one month to six months.
(g) Terms and conditions for the exercise of the Share Acquisition Rightsi) Specified large-scale holders12, ii) joint holders of the specified large-scale holders, iii) specified
large-scale purchasers13, iv) special related parties of the specified large-scale purchasers, or v) persons
who have received or succeeded to the Share Acquisition Rights from a person falling under i) throughiv) above without obtaining the approval of the Company’s Board of Directors, or vi) related parties14
of a person falling under i) through v) above (hereinafter collectively referred to as the “Non-qualified
Persons”) may not exercise the Share Acquisition Rights unless certain exceptional events15 exist.
In addition, nonresidents of Japan who are required to follow certain procedures to exercise theShare Acquisition Rights under applicable foreign laws and regulations may not, in principle, exercise
the Share Acquisition Rights (provided, however, that the Share Acquisition Rights held bynonresidents shall also be subject to acquisition by the Company in exchange for shares of theCompany as described in i.(ii) below, subject to confirmation of no conflict with applicable laws andregulations). Furthermore, those who do not submit a written pledge in a form prescribed by theCompany, which includes representations and warranties, indemnity clauses, and other covenants
regarding the fulfillment of the exercise conditions of the Share Acquisition Rights, etc., may not
exercise the Share Acquisition Rights.
(h) Transfer of the Share Acquisition Rights
Any acquisition of the Share Acquisition Rights by transfer requires the approval of the Company’s
Board of Directors.
(i) Acquisition of the Share Acquisition Rights by the Company(i) At any time up to the day before the Exercise Period Commencement Date, if the Company’s
Board of Directors deems it appropriate to acquire the Share Acquisition Rights, the Company
may acquire all the Share Acquisition Rights without consideration on a date separately
determined by the Company’s Board of Directors.
(ii) On a date separately determined by the Company’s Board of Directors, the Company may acquire
all of the Share Acquisition Rights held by persons other than Non-qualified Persons that have notbeen exercised by the day before the date determined by the Company’s Board of Directors and,in exchange, deliver shares of the Company in the number equivalent to the Applicable Numberof Shares per one (1) Stock Acquisition Right. If, after the date of such acquisition, theCompany’s Board of Directors recognizes the existence of any person other than the
Non-qualified Persons among the holders of the Share Acquisition Rights, the Company may, on
a date determined by the Company’s Board of Directors after the date of such acquisition, acquire
all of the Share Acquisition Rights held by such person that have not been exercised by the day
preceding the date determined by the Company’s Board of Directors, and in exchange, theCompany may deliver shares of the Company in the number equivalent to the Applicable Numberof Shares per one (1) Stock Acquisition Right, and the same shall apply thereafter.
23

(j) Delivery of share acquisition rights in the event of a merger, absorption-type demerger,
incorporation-type demerger, share exchange, and share transfer
This shall be separately determined in the Gratis Allotment Resolution.
(k) Issuance of certificates of share acquisition rights
No certificates of share acquisition rights shall be issued for the Share Acquisition Rights.
(l) Others
In addition to the above, the details of the Share Acquisition Rights shall be separately determined in
the Gratis Allotment Resolution.
(4) Procedures for continuation of the Plan
The continuation of the Plan is subject to the approval of the shareholders by submitting a proposal fordelegation of authority to the Company’s Board of Directors to decide matters concerning the gratis
allotment of the Share Acquisition Rights in accordance with the conditions described in the Plan at thisAnnual General Meeting of Shareholders, pursuant to Article 16, Paragraph 2, of the Articles ofIncorporation of the Company.
(5) Effective period, abolition, and amendments to the Plan
The effective period of the Plan shall be from the conclusion of this Annual General Meeting of
Shareholders to the conclusion of the Annual General Meeting of Shareholders relating to the last fiscal
year ending within three years after the conclusion of this Annual General Meeting of Shareholders.
However, even before the expiration of the effective period, if a resolution is passed at a General
Meeting of Shareholders of the Company to withdraw the above delegation of authority to the Company’s
Board of Directors to decide matters concerning the gratis allotment of the Share Acquisition Rights, or if aresolution is passed at a General Meeting of Shareholders or the Company’s Board of Directors to abolishthe Plan, the Plan shall be abolished in accordance with such resolution.
In addition, even during the effective period of the Plan, the Company’s Board of Directors may, upon
approval of the Independent Committee, revise or modify the Plan, if it is appropriate to reflect such new
establishment, amendment or abolition of laws and regulations or the rules of the financial instruments
exchanges, etc. related to the Plan, or if it is appropriate to amend the wording due to typographical errors
or omissions, or if it is not disadvantageous to the shareholders of the Company, or if such revision or
modification does not cause any disadvantage to the shareholders of the Company or otherwise does notconflict with the purpose of the resolution of this Annual General Meeting of Shareholders.
If the Plan is abolished, revised, or modified, the Company will promptly disclose the fact of suchabolition, revision, or modification and the details of the revision or modification (in the case of revision or
modification) and other matters.
(6) Revisions due to amendments to laws and regulations, etc.
The provisions of laws and regulations cited in the Plan are based on the provisions in force as of May 30,
2022. In the event that it becomes necessary to revise any of the provisions or the meanings of terms, etc.,
set forth in the above paragraphs due to the establishment, amendment or abolition of laws and regulations
after the date hereof, the provisions or the meanings of terms, etc., set forth in the above paragraphs may beread as appropriate to a reasonable extent, taking into account the purpose of the establishment, amendment
or abolition.
Notes: 1. Including soliciting a third party to make a purchase.
2. As defined in Article 27-23, Paragraph 1 of the Financial Instruments and Exchange Act. The same shallapply unless otherwise specified in this document.
3. Including those who are included in the holders pursuant to Article 27-23, Paragraph 3 of the Financial
Instruments and Exchange Act (including those who are deemed to fall under this category by theCompany’s Board of Directors). The same shall apply throughout this document.
4. As defined in Article 27-23, Paragraph 4 of the Financial Instruments and Exchange Act. The same shallapply throughout this document.
5. As defined in Article 27-2, Paragraph 1 of the Financial Instruments and Exchange Act.
6. As defined in Article 27-2, Paragraph 6 of the Financial Instruments and Exchange Act. The same shall24

apply throughout this document.
7. As defined in Article 27-2, Paragraph 8 of the Financial Instruments and Exchange Act. The same shallapply throughout this document.
8. As defined in Article 27-2, Paragraph 7 of the Financial Instruments and Exchange Act (including those
who are deemed to fall under this definition by the Company’s Board of Directors). However, with respect
to the persons specified in item 1 of the same paragraph, those specified in Article 3, paragraph 2 of the
Cabinet Office Order on Disclosure Required for Tender Offer for Share Certificates by Persons Other
Than Issuers are excluded. The same shall apply throughout this document.
9. Joint holders as defined in Article 27-23, Paragraph 5 of the Financial Instruments and Exchange Act,
including those who are deemed to be joint holders pursuant to Paragraph 6 of the same article (including
those who are deemed to fall under this category by the Company’s Board of Directors). The same shallapply throughout this document.
10. As defined in Article 9, Paragraph 5 of the Order for Enforcement of the Financial Instruments andExchange Act.
11. Including information similar to (i) above regarding each partner and other constituent members, if thePurchaser is a fund.
12. In principle, holders of share certificates, etc., issued by the Company whose holding ratio of sharecertificates, etc., in relation to such share certificates, etc., is 20% or more (including those who are deemed
to fall under this category by the Company’s Board of Directors). However, a person who is recognized by
the Company’s Board of Directors to be a person who has come to fall under any of the above categories
without his/her own intent due to the Company’s acquisition of its own shares or for any other reason(except for cases where he/she has subsequently acquired new share certificates, etc. of the Company ofhis/her own intent), a person whose acquisition and holding of the Company’s share certificates, etc. is notrecognized by the Company’s Board of Directors as detrimental to the Company’s corporate value or thecommon interests of shareholders, and other specified persons separately determined by the Company’s
Board of Directors in the Gratis Allotment Resolution shall not fall under the category of specified
large-scale holders. The same shall apply throughout this document.
13. In principle, a person who has made a public notice of purchase (as defined in Article 27-2, Paragraph 1 of
the Financial Instruments and Exchange Act. The same shall apply hereinafter in this footnote) of sharecertificates, etc., (as defined in Article 27-2, Paragraph 1 of the same act. The same shall apply hereinafterin this footnote) issued by the Company through a tender offer and whose holding ratio of share certificates,
etc., after such purchase, etc., is 20% or more in the aggregate with the holding ratio of share certificates,
etc., of specially related parties of such person (including the cases set forth in Article 7, Paragraph 1 of theOrder for Enforcement of the Financial Instruments and Exchange Act as being equivalent thereto)(including those who are deemed to fall under the above by the Company’s Board of Directors). However,a person whose acquisition and holding of share certificates, etc. of the Company by such person is notrecognized by the Company’s Board of Directors as detrimental to the corporate value of the Company or
the common interests of shareholders, or other specified persons separately determined by the Company’s
Board of Directors in the Gratis Allotment Resolution shall not be considered as a specified large-scalepurchaser. The same shall apply throughout this document.
14. “Related parties” of a person means any persons who substantially control, are controlled by, or are undercommon control with such person (including persons recognized by the Company’s Board of Directors as
falling under this category), or persons recognized by the Company’s Board of Directors as acting inconcert with such person. “Control” means “controlling decisions on financial and business policies” (asdefined in Article 3, Paragraph 3 of the Regulations for Enforcement of the Companies Act) of anothercompany, etc.
15. It is planned to define exceptional events. For example, if (x) the Purchaser pledges not to cancel orwithdraw the Purchase after the Gratis Allotment Resolution or to conduct the Purchase thereafter, and thePurchaser or other Non-qualified Persons dispose of the Company’s shares by entrusting them to asecurities company recognized by the Company, and (y) the Purchaser’s holding ratio of share certificates,etc. recognized by the Company’s Board of Directors (for the purpose of calculating the holding ratio ofshare certificates, any Non-qualified Persons other than the Purchaser and its joint holders shall be deemed
to be joint holders of the Purchaser, and any Share Acquisition Rights held by the Non-qualified Persons
for which the exercise conditions are not satisfied shall be excluded from the calculation) (hereinafter25referred to as the “Shareholding Ratio of Non-qualified Persons”) is lower than i) the Shareholding Ratioof Non-qualified Persons before the Purchase or ii) 20%, whichever is lower, the Purchaser or otherNon-qualified Persons who made such disposal may exercise the Share Acquisition Rights for the numberof shares equivalent to the number of shares disposed of, up to such lower ratio. Details of the conditions
and procedures, etc. for the exercise of the Share Acquisition Rights by such Non-qualified Persons shallbe separately determined by the Company’s Board of Directors.

26

Appendix 1
Major Shareholders of the Company (as of March 31, 2022)
Shareholder Name

Number of shares held

Shareholding(thousand shares)

ratio (%)

NIPPON STEEL CORPORATION

6,940

12.46

The Master Trust Bank of Japan, Ltd. (trust account)

5,861

10.52

Mizuho Trust & Banking Co., Ltd.

3,634

6.52

NC Shareholders’ Stockholding

2,811

5.04

NIPPON DENSETSU KOGYO CO., LTD.

2,008

3.60

TAIHEIYO CEMENT CORPORATION

1,500

2.69

Custody Bank of Japan, Ltd. (trust account)

1,333

2.39

Mizuho Bank, Ltd.

1,000

1.79

DFA INTL SMALL CAP VALUE PORTFOLIO

946

1.70

MUFG Bank, Ltd.

930

1.67

Retirement Benefit Trust
for TAIHEIYO CEMENT CORPORATION AccountRe-trust trustee: Custody Bank of Japan, Ltd.

Notes: 1. The shareholding ratio is calculated by subtracting 2,091,037 shares of treasury stock from the total numberof shares issued and outstanding, rounded down to two decimal places.
2. The Company’s shares held by the BIP trust for directors’ remuneration (139,497 shares) and the ESOP
trust for stock award (110,310 shares) are not included in the above treasury stock.
3. According to the Amendment Report of the Change Report submitted by Mitsubishi UFJ Financial Group,
Inc. on July 6, 2021, as of March 9, 2020 after such amendment (the latest report before March 31, 2022), a
total of 3,627 thousand shares of the Company’s stock (shareholding ratio of 6.51% (excluding treasury
stock) at the time of submission) were held by MUFG Bank, Ltd., Mitsubishi UFJ Trust and Banking
Corporation, Mitsubishi UFJ Kokusai Asset Management Co., Ltd., and Mitsubishi UFJ Morgan Stanley
Securities Co., Ltd. However, the Company is unable to confirm the number of shares actually held bythese four companies as of the end of the fiscal year under review. Therefore, it is not included in the above
list of major shareholders.

27Appendix 2
Summary of Independent Committee Rules
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The Independent Committee shall be established by resolution of the Company’s Board of Directors.
The Independent Committee shall consist of at least three (3) members, who shall be independent of
the Company’s executive management and shall be appointed by the Company’s Board of Directors
from among (i) the Company’s Outside Directors, (ii) the Company’s Outside Audit & Supervisory
Board Members, or (iii) experts. Experts must be proven corporate managers, persons familiar withinvestment banking, lawyers, certified public accountants, or scholars whose primary research focuseson corporate law, etc., or their equivalents, and must have entered into an agreement with theCompany that includes a duty of care clause separately designated by the Company’s Board of
Directors.
The term of office of the members of the Independent Committee shall expire at the conclusion of theAnnual General Meeting of Shareholders relating to the last fiscal year ending within three years after
the conclusion of this Annual General Meeting of Shareholders. However, this shall not apply ifotherwise determined by a resolution of the Company’s Board of Directors. If any member of the
Independent Committee who is an Outside Director or Outside Audit & Supervisory Board Member of
the Company loses such position (except in the case of reappointment), the term of office as a memberof the Independent Committee shall also terminate at the same time.
The Independent Committee shall make decisions on the matters described in each of the following
items and recommend the details of its decisions, together with the reasons therefor, to the Company’s
Board of Directors. The Company’s Board of Directors will make a decision as an organization under
the Companies Act regarding implementation or non-implementation of the gratis allotment of shareacquisition rights, etc., respecting the recommendation of the Independent Committee to the maximum
extent possible (provided, however, that if a separate resolution is passed at a General Meeting of
Shareholders regarding implementation or non-implementation of the gratis allotment of shareacquisition rights as provided in (i) above, such resolution will be applied). Each member of the
Independent Committee and each Director of the Company must make such decisions from theperspective of whether or not they contribute to the corporate value of the Company and, in turn, thecommon interests of its shareholders, and must not make such decisions solely for their own personal
benefit or that of the Company’s management team.
(i) Implementation or non-implementation of the Gratis Allotment of the Share Acquisition Rights(ii) Cancellation of gratis allotment of the Share Acquisition Rights or gratis acquisition of the Share
Acquisition Rights(iii) Other matters on which the Company’s Board of Directors has consulted with the Independent
Committee regarding matters on which the Company’s Board of Directors should make a
judgment.
In addition to the matters set forth above, the Independent Committee may execute the mattersdescribed below:(i) Determination of applicability of the Purchase subject to the Plan(ii) Determination of information to be provided to the Independent Committee by the Purchaser andthe Company’s Board of Directors and the deadline for response(iii) Scrutiny and examination of the details of the Purchaser’s Purchase, etc.
(iv) Discussions and negotiations with the Purchaser(v) Request for submission of alternative proposals to the Company’s Board of Directors andconsideration of alternative proposals(vi) Decision to extend the Independent Committee Assessment Period(vii) Approval of amendments or modifications to the Plan
(viii) Determination as to whether or not to introduce takeover defense measures other than the Plan(ix) Other matters specified in the Plan that the Independent Committee may perform(x) Matters that the Company’s Board of Directors separately determines that the Independent
Committee may perform.
If the Independent Committee determines that the details in the Purchase Statement are insufficient as
28

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Necessary Information, the Independent Committee shall request the Purchaser to submit additional
information. In addition, if the Independent Committee receives from the Purchaser the PurchaseStatement and any additional information requested by the Independent Committee, the Independent
Committee may also request that the Company’s Board of Directors provide, within the prescribedperiod, its opinion on the terms of the Purchase by the Purchaser and materials supporting such
opinion, an alternative proposal (if any), and any other information, etc. that the Independent
Committee may consider necessary from time to time.
The Independent Committee shall discuss and negotiate with the Purchaser, directly or indirectly, if
necessary to improve the terms of the Purchase from the perspective of securing and enhancing thecorporate value of the Company and, in turn, the common interests of its shareholders, and shall alsopresent an alternative proposal by the Company’s Board of Directors, etc. to the shareholders.
In order to gather necessary information, the Independent Committee may request the attendance of
the Company’s directors, corporate auditors, employees, and other persons deemed necessary by the
Independent Committee, and may request explanations concerning matters requested by the
Independent Committee.
The Independent Committee may, at the Company’s expense, obtain advice from independent third
parties (including financial advisors, certified public accountants, lawyers, tax accountants, consultants
and other experts).
Each member of the Independent Committee may convene a meeting of the Independent Committee inthe event of a Purchase or at any other time.
A resolution of the Independent Committee, in principle, shall be adopted at a meeting of the
Independent Committee attended by all the members of the Independent Committee (including
attendance by video conference or telephone conference; the same shall apply hereinafter) by amajority vote of the members. However, in case of unavoidable circumstances, a resolution of the
Independent Committee may be adopted at a meeting attended by a majority of the members of the
Independent Committee by a majority vote of the members.
End

29

Appendix 3
Independent Committee Member Biography
ISHIZAKI Nobunori
Born on July 16, 1948
March 1978
Completed the legal apprentice training course (30th term)
April 1978
Joined Nobuo Takai Law Firm
August 1984
Opened Nobunori Ishizaki Law Firm
June 1996
Senior Executive Member, Management Lawyers Council (current position)
January 2002
Member of Labor Deliberation Committee, Cabinet’s Task Force on Judicial Reform
October 2002
Vice Chairman, Labor Legislation Committee, Japan Federation of Bar Associations
April 2011
Representative Attorney, ISHIZAKI & YAMANAKA Law Firm (current position)
June 2017
Director, the Company (current position)
Mr. ISHIZAKI Nobunori is an outside director (non-standing) as defined in Article 2, Item 15 of theCompanies Act.
ANDO Makoto
Born on October 8, 1959
October 1984
Joined Tokyo Marunouchi Office, Sanwa Audit Corporation (currently Deloitte Touche
Tohmatsu LLC)
December 1988 Joined KPMG Peat Marwick New York Office
April 1991
Joined Sakurai Accountant Office
April 1994
Joined the Tokyo Metropolitan Police Department
April 2002
Joined Ando Tax Accounting Office (currently Hibiki Tax Accounting & Ando Certified
Public Accountant Joint Office) (current position)
Joined Ando Certified Public Accountant Joint Office (current position)
June 2007
Outside Corporate Auditor, Invast Securities Co., Ltd. (currently INV Inc.)
June 2013
Audit & Supervisory Board Member, the Company (current position)
June 2015
External Director (Audit & Supervisory Committee Member), Invast Securities Co., Ltd.
(currently INV Inc.) (current position)
June 2017
Outside Audit & Supervisory Board Member, Meiji Holdings Co., Ltd. (current position)
Ms. ANDO Makoto is an outside auditor (non-standing) as defined in Article 2, Item 16 of the Companies
Act.
TATSUMURA Zen
Born on December 13, 1956
April 1985
Registered as an attorney (Daini Tokyo Bar Association)
April 1985
Legal Department (in-house legal counsel), IBM Japan, Ltd.
April 1987
Joined Mori Sogo (currently Mori Hamada & Matsumoto)
September 1998 Opened TATSUMURA LAW OFFICE
March 2000
Registered as Patent Attorney
April 2003
Lecturer, Graduate School of Law, Chuo University (until March 2006)
April 2007
Adjunct Lecturer, Waseda Law School
April 2008
Visiting Professor, Waseda Law School (until March 2011)30