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 shall prevail.

Securities Code: 6362
June 9, 2022
To our shareholders:Hiroji ISHII
President
Ishii Iron Works Co., Ltd.
26-11, 3-Chome, Tsukishima, Chuo-ku, TokyoNOTICE OF THE 156TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 156th Ordinary General Meeting of Shareholders of Ishii Iron Works Co., Ltd. (the“Company”), which will be held as described below.
From the viewpoint of preventing the spread of the novel coronavirus (COVID-19), we request that, regardless ofthe state of your health, you refrain from attending the General Meeting in person.
The proposals being presented to this General Meeting include the Company’s proposals (Proposals 1 through 4) andshareholder proposals (Proposals 5 through 7). The contents of the proposals are as described in the “Reference
Documents for Solicitation of Proxy Votes and Reference Documents for the General Meeting of Shareholders,” but
the Board of Directors of the Company is opposed to all shareholder proposals No. 5 through No. 7. For details on
the opinions of the Company’s Board of Directors regarding the shareholder proposals, please see pages 17 through18, and pages 20 and 22.
Therefore, you may exercise your voting rights. Please review the “Reference Documents for Solicitation of Proxy
Votes and Reference Documents for the General Meeting of Shareholders” below, and if you agree with the opinionsof the Board of Directors of the Company, please exercise your voting rights accordingly.
Note that the Company requests that you exercise your voting rights by proxy using the Letter of Proxy. Please also
refer to the attached “Request for Exercise of Voting Rights by Proxy.”
1. Date and Time: Wednesday, June 29, 2022 at 10:00 a.m. (JST)
2. Venue:
Sumitomo Fudosan Akihabara Building, Belle Salle Akihabara 2nd Floor Hall
12-8, 3-Chome, Sotokanda, Chiyoda-ku, Tokyo(Please note that the venue this year differs from last year)
3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 156th Term (from April 1, 2021 to March
31, 2022), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor
and the Audit and Supervisory Committee
2. Non-Consolidated Financial Statements for the 156th Term (from April 1, 2021 to March 31, 2022)
Items to be resolved:<Company Proposals>
Proposal 1:
Appropriation of Surplus
Proposal 2:
Amendment to the Articles of Incorporation
Proposal 3:
Election of Four (4) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal 4:
Election of Three (3) Directors Who Are Audit and Supervisory Committee Members<Shareholder Proposals>
Proposal 5:
Appropriation of Surplus
Proposal 6:
Amendment to the Articles of Incorporation (1)Proposal 7:
Amendment to the Articles of Incorporation (2)-1-Other matters related to the convocation of the General Meeting of Shareholders
1. With regards to exercising voting rights by proxy, the proxy shall be one (1) other shareholder who has voting
rights, and who shall exercise the voting rights. In this case, please submit as proof of proxy authority the Letterof Proxy and, in principle, one of the below documents (1) through (3). Note, however, that official certification
documents with an expiration date must be valid as of the date of this General Meeting. Those official
certification documents without an expiration date must have been prepared within six months prior to the dateof this General Meeting.
(1) For individual shareholders: One of the below (a) through (c)(a) The Exercise of Voting Rights Form for this General Meeting of the shareholder delegating their voting
rights(b) Certificate of seal registration for the seal stamped on the Letter of Proxy (only if the document isstamped with a seal)(c) Driver’s license (including proof of driving record); various types of health insurance cards; national
Pension Handbook; Physical Disability Certificate; Maternal and Child Health Handbook; Residence
Card; Special Permanent Resident Certificate; Individual Number Card (front only); Basic Resident
Register Card; or copy of a passport or other officially issued document, etc. listing name and address
and affixed with a face photo(2) For corporate shareholders: One of the below (a) through (c)(a) The Exercise of Voting Rights Form for this General Meeting of the shareholder delegating their voting
rights(b) Certificate of seal registration for the seal stamped on the Letter of Proxy (only if the document isstamped with a seal)(c) The Certificate of Registered Matters or other officially issued document, etc. listing the name of thecorporation and its head office or principle business office(3) For foreign nationals not residing in Japan and corporations having their head office or principal office ina foreign country: One of the below (a) or (b)(a) One of the documents listed in the above (1) (for foreign nationals) or (2) (for corporations)(b) Documents, etc. issued by a foreign government or international body and approved by the Japanese
government, and which list matters of personal identification (name, address or location of head office).
Non-shareholders, including proxies and other accompanying individuals who are not shareholders, are notpermitted to attend the General Meeting of Shareholders.
2. For those attending on the day of the meeting, please submit the enclosed Exercise of Voting Rights Form to thereception desk at the venue.
3. Absent an indication of approval or disapproval of any of the agenda proposals when exercising voting rights
via the Letter of Proxy and the Exercise of Voting Rights Form, the shareholder will be deemed to have indicatedtheir intent to vote “for” the proposals proposed by the Company and “against” the proposals proposed byshareholders.
4. In the event an exercise of voting rights by Letter of Proxy is duplicated by an exercise of voting rights via the
Exercise of Voting Rights Form or the internet, the exercise of voting rights by Letter of Proxy shall be treatedas valid.
5. If your voting rights have been exercised more than once via the Exercise of Voting Rights Form, the last votereceived by the Company shall be deemed valid.
6. If your voting rights have been exercised more than once via the internet, the last vote exercised shall be deemedvalid.
7. If your voting rights have been exercised in duplicate via the Exercise of Voting Rights Form and the internet,
the voting rights exercised via the internet shall be deemed valid.
8. In the event of a non-uniform exercise of voting rights, please provide notification in writing of your intent toexercise your voting rights non-uniformly and the reason for doing so no later than three days prior to the General
Meeting.
9. Disclosure via the Internet
The “Notes to the Consolidated Financial Statements” of the Consolidated Financial Statements, and the “Notes
to the Non-Consolidated Financial Statements” of the Non-Consolidated Financial Statements are not includedin the documents provided with this Notice of Convocation, as they are posted on the Company’s website noted
below in accordance with laws and regulations and Article 16 of the Company’s Articles of Incorporation.
-2-

Accordingly, the Consolidated Financial Statements and the Non-Consolidated Financial Statements as auditedby the Accounting Auditor and the Audit and Supervisory Committee comprise the “Notes to the Consolidated
Financial Statements” and the “Notes to the Non-Consolidated Financial Statements” posted on the Company’s
website noted below, in addition to the documents provided with this Notice of Convocation.
10. Any corrections to the Reference Documents for Solicitation of Proxy Votes, the Reference Documents for the
General Meeting of Shareholders, the Business Report, the Consolidated Financial Statements, and the Nonconsolidated Financial Statements shall be posted on the Company’s website noted below.
Company website: https://www.ishii-iiw.co.jp/report/-3-

[Measures to Prevent the Spread of COVID-19]- Both the venue and the starting time for the General Meeting of Shareholders are subject to change depending onchanges in the situation surrounding the COVID-19. The Company will promptly inform you in the event of suchchanges via the Company’s website noted below. Please be sure to check the Company’s website for the latest
information prior to visiting the venue on the day of the General Meeting.
We also ask that, from the perspective of preventing the spread of infection, shareholders consider exercising theirvoting rights in advance.
Company website: https://www.ishii-iiw.co.jp/report/- Gifts will not be provided. Your understanding is appreciated.
- We ask that all shareholders attending in person bring and wear their own masks. Those not wearing masks may
be refused entry and asked to leave.
- Alcohol disinfectant for shareholder use will be made available near the entrance to the venue.
- Temperature checks will be conducted near the entrance to the venue. Individuals found to have a fever and those
appearing unwell may be refused entry and asked to leave.
- The health of Directors attending the General Meeting, as well as that of operating staff--including temperatures-will be checked, and Directors and staff will wear masks while performing their duties.
- In light of the need to shorten the length of the General Meeting as a means of preventing the spread of COVID19, Items to be reported at the Meeting (including auditor reports) and detailed descriptions of Items to be resolved
proposed by the Company will be omitted. We therefore ask that our shareholders review the Convocation Noticein advance.

-4-Reference Documents for Solicitation of Proxy Votes andReference Documents for the General Meeting of Shareholders
Solicitor of Proxy Exercise of Voting Rights

Hiroji ISHII
President
Ishii Iron Works Co., Ltd.

Proposals and Reference Matters
Company Proposals (Proposal 1 through Proposal 4)
Proposal 1:
Appropriation of Surplus
With respect to dividends, the Company seeks to return profits to shareholders stably while strengthening its internal
reserves for future growth.
Under this basic policy, the Company, in consideration of its business results for the fiscal year ended March 31,
2022 and future business developments, proposes the distribution of the year-end dividends as follows:(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof¥60 per common share of the Company
Total amount of dividends: ¥221,895,060(3) Effective date of distribution of dividends of surplus
June 30, 2022

-5-

Proposal 2:

Amendment to the Articles of Incorporation

1. Reasons for the Proposal
The Company proposes to amend its Articles of Incorporation as follows, as the revised provisions stipulated in
the proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (ActNo. 70 of 2019) will come into effect on September 1, 2022, and to prepare for the introduction of a system forelectronic provision of materials for the General Meeting of Shareholders.
(1) Article 16, paragraph 1 in “Proposed amendments” below will stipulate that the Company shall takemeasures for providing information that constitutes the content of Reference Documents for the General
Meeting of Shareholders, etc. in electronic format.
(2) Article 16, paragraph 2 in “Proposed amendments” below will establish the provision to limit the scope of
the items to be stated in the paper-based documents to be delivered to shareholders who requested thedelivery of paper-based documents.
(3) Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for the
General Meeting of Shareholders, etc. (Article 16 of the current Articles of Incorporation) will no longer
be required, they will be deleted.
(4) Accompanying the aforementioned establishment and deletion of provisions, supplementary provisions
regarding the effective date, etc. will be established.
2. Content of Amendment
The content of the Amendment is as follows.
(Underlining indicates amended portions.)
Proposed Amendment

Current Articles of Incorporation(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, etc.)
Article 16
When the Company convenes a general meeting ofshareholders, if it discloses information that is to be stated orpresented in the reference documents for the general meeting ofshareholders, business report, financial statements andconsolidated financial statements through the internet inaccordance with the provisions prescribed by the Ministry ofJustice Order, it may be deemed that the Company has
provided this information to shareholders.
(Newly established)(Deleted)(Measures, for Providing Information in Electronic Format)
Article 16
1 When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of Reference
Documents for the General Meeting of Shareholders, etc.
in electronic format.
2 Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to be delivered toshareholders who requested the delivery of paper-based
documents by the record date of voting rights.

-6-

Current Articles of Incorporation(Newly established)

Proposed Amendment
Supplementary Provisions
1. The amendment to the Articles of Incorporation pertaining to
Article 16 shall be effective from September 1, 2022, whichis the date of enforcement of the revised provisions provided
for in the proviso to Article 1 of the Supplementary
Provisions of the Act Partially Amending the Companies Act(Act No. 70 of 2019) (hereinafter referred to as the “Date of
Enforcement”).
2. Notwithstanding the provision(s) of the preceding paragraph,
Article 16 of the Articles of Incorporation (Internet
Disclosure and Deemed Provision of Reference Documents
for the General Meeting of Shareholders, etc.) shall remain
effective regarding any general meeting of shareholders held
on a date within six months from the Date of Enforcement.
3. These Supplementary Provisions shall be deleted on the datewhen six months have elapsed from the Date of Enforcement
or three months have elapsed from the date of the general
meeting of shareholders in the preceding paragraph,
whichever is later.

-7-

Proposal 3:

Election of Four (4) Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

The tenure of all four (4) Directors (excluding Directors who are Audit and Supervisory Committee Members;
applicable to the rest of this proposal) will end at the conclusion of this General Meeting of Shareholders. Therefore,
the Company proposes the election of four (4) Directors.
In addition, the Audit and Supervisory Committee has considered this proposal and given their consent.
The candidates for Director are as follows:
No.

Name
(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Dec. 1969
June 1973
Mar. 1977
Dec. 1978
Jan. 1979

1

Number of theCompany’s shares
owned

Director of the Company
Managing Director of the Company
Executive Director of the Company
Vice President of the Company
Hiroji ISHII(March 11, 1937)
124,160
Representative Director and President of theReelection
Company (present position)[Significant concurrent positions outside the Company]
President, IIW Engineering Co. Sdn. Bhd.
President, IIW Singapore Pte. Ltd.
Reasons for nomination as candidate for Director
Since assuming office of Representative Director and President of the Company in 1979, Hiroji Ishii has betteredprofitability by leading management and promoting innovation, and significantly contributed to improving businessperformance. The Company has re-nominated him as a candidate for Director based on the judgment that he is qualified
as Director because his experience and knowledge related to management he has accumulated as a top executive overmany years up until now is expected to help drive sustainable growth and increase the medium and long-term value of
the Company.

-8-

No.

Name
(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1996
May 2006
June 2006

Apr. 2009

July 2012

Apr. 2015
Hiroaki ISHII(February 20, 1969)
Reelection2

June 2019

Apr. 2020

Apr. 2021

Feb. 2022

Joined Shimizu Corporation
Advisor of the Company
Director of the Company
Corporate Officer and Assistant General
Manager, Steel Structure Business Division of
the Company
Corporate Officer, Assistant Executive General
Manager, Steel Structure Business
Headquarters and Executive General Manager,
Sales Headquarters of the Company
Managing Director, Assistant Executive
General Manager, Steel Structure Business
Headquarters and Executive General Manager,
Sales Headquarters of the Company
Managing Director and Executive General
Manager, Steel Structure Business
Headquarters of the Company
Managing Director and Executive General
Manager, Steel Structure Business
Headquarters and Assistant to the President of
the Company
Executive Director of the Company (present
position)
Assistant to the President and in charge of theentire Company of the Company
Assistant to the President, in charge of theentire Company, and General Manager,
Corporate Planning Headquarters of theCompany
Assistant to the President, in charge of theentire Company, and General Manager,
Corporate Planning Headquarters, and General
Manager, Steel Structure Business
Headquarters of the Company (present
position)

Number of theCompany’s shares
owned

13,439Reasons for nomination as candidate for Director
Hiroaki Ishii has significantly contributed to expanding the business, holding a senior position by serving as executive
officer in charge of the sales section of the tank plant engineering and construction business in Japan and overseas since
he assumed the office of Director in 2006. Since April 2020, he has assisted the President as Executive Director while
managing the entire Company, exercising strong leadership in working to improve both business performance andmedium and long-term corporate value. The Company has re-nominated him as a candidate for Director based on the
judgment that he is qualified as Director because he has such abundant experience and proven track record.

-9-

No.

Name
(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1986

Oct. 2011
Dec. 2014
Apr. 2015

Masanobu NAKANISHI(February 6, 1964)
Reelection3

May 2018
June 2018

July 2019
Apr. 2021

Joined the Sumitomo Bank, Limited (current:
Sumitomo Mitsui Banking Corporation(SMBC))
General Manager, Taipei Branch of SMBC
General Manager, Hanoi Branch of SMBCCountry Head of Vietnam and General
Manager, Hanoi Branch, Asia Pacific Division,
SMBC
Advisor of the Company
Director, General Manager, Business
Management Department and General
Manager, Real Estate Business Division of theCompany
Managing Director of the Company (present
position)
General Manager, Business Management
Headquarters and General Manager, Real EstateBusiness Division of the Company (present
position)

Number of theCompany’s shares
owned

4,771

Reasons for nomination as candidate for Director
Masanobu Nakanishi has gained a wealth of experience in a wide range of areas in Japan and overseas since he joined
Sumitomo Bank, Limited (current: Sumitomo Mitsui Banking Corporation) in 1986, and has fully utilized his
capabilities as a global human resource. He then assumed the office of Director of the Company in June, 2018, andManaging Director in July, 2019, and since then he has demonstrated the ability to promote management strategies
based on the Medium-term Management Plan and expand the real estate business as the General Manger of theBusiness Management Headquarters and Real Estate Business Division. The Company has re-nominated him as a
candidate for Director based on the judgment that he is qualified as Director because he has such abundant experienceand proven track record.

- 10 -

No.

Name(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Oct. 1977
Apr. 2013

Apr. 2015

June 2019
Satoru YOSHIDA(September 11, 1954)
Reelection

Apr. 2020

June 2020
4
Apr. 2021
Feb. 2022

Notes:

Joined the Company
Administrative Officer and Construction
Manager, Production and Engineering, Steel
Structure Business Headquarters of theCompany
Administrative Officer and General Manager,
Production and Engineering, Steel Structure
Business Headquarters of the Company
Corporate Officer and General Manager,
Production and Engineering, Steel Structure
Business Headquarters of the Company
Corporate Officer and Executive General
Manager, Steel Structure Business
Headquarters of the Company
Director of the Company (present position)
Executive General Manager, Steel Structure
Business Headquarters of the Company
General Manager, Steel Structure Business
Headquarters of the Company
Overseas General Manager, Steel Structure
Business Headquarters of the Company(present position)

Number of theCompany’s shares
owned

2,106

Reasons for nomination as candidate for Director
Satoru Yoshida has engaged consistently in the tank plant engineering and construction business since joining theCompany and has demonstrated outstanding abilities, especially in the areas of production and engineering. Sinceassuming the office of General Manager, Production and Engineering in the Steel Structure Business Headquarters of
the Company in 2015, he has exercised leadership in his position as head of the Production and Engineering
Department, and as Director and Executive General Manager, Steel Structure Business Headquarters of the Company
since June 2020, as Director and General Manager of the same business since April 2021, and as Director and Overseas
General Manager of the Steel Structure Business Headquarters of the Company since February 2022, and has managed
that entire business and contributed significantly to its expansion. The Company has re-nominated him as a candidate
for Director based on the judgment that he is qualified as Director because he has such abundant experience and proventrack record.
1. There are no special interests between the Company and the above candidates for Director.
2. The Company has entered into an officer liability insurance policy with an insurance company in accordance with theprovisions of Article 430-3, Paragraph (1) of the Companies Act. The insurance policy is designed to cover economic
damages (compensation for damages and litigation costs) incurred by the insured individual, including Directors of theCompany, in the event of a claim for damages by a third party arising from the insured’s performance of duties. In theevent each candidate is elected and assumes office as a Director, the candidate shall then become an insured person under
the insurance policy. The insurance policy is scheduled to be renewed with the same terms at the next renewal.

- 11 -

Proposal 4:

Election of Three (3) Directors Who Are Audit and Supervisory Committee Members

At the conclusion of this meeting, the terms of office of all three (3) Directors who are Audit & Supervisory
Committee Members will expire. Therefore, the Company proposes the election of three (3) Directors who are Audit& Supervisory Committee Members.
In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
Candidates for the role of Director who is an Audit and Supervisory Committee Member are as follows:
No.

Name
(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1977
Apr. 2009

1

Number of theCompany’s shares
ownedJoined the Company
Assistant General Manager, Steel Structure
Business Headquarters and General Manager,
Production and Engineering of the Company
July 2012
Corporate Officer, Assistant General Manager,
Steel Structure Business Headquarters andGeneral Manager, Production and Engineering
Yoshiyuki KADOSHIMA
of the Company(April 29, 1952)
1,970
Reelection
Apr. 2015
Corporate Officer, Assistant General Manager,
Steel Structure Business Headquarters of theCompany
Apr. 2020
Corporate Officer to the Audit and Supervisory
Committee
June 2020
Director (Audit and Supervisory Committee
Member) of the Company
Reasons for nomination as a Director who is a Member of the Audit and Supervisory Committee
Yoshiyuki Kadoshima has engaged consistently in the tank plant engineering and construction business since joining
the Company. From 2009, he has assisted in the management of that entire business as Assistant General Manager of
the Steel Structure Business Headquarters and General Manager of Production and Engineering, while also managing in
the areas of production and engineering. The Company has nominated him as a candidate for reelection as a Director
who is an Audit and Supervisory Committee Member, based on the judgement that he is familiar with each area of thetank plant engineering and construction business, is of honest character, has strong insights and abilities, and will carryout his audit and supervisory roles appropriately.

- 12 -

No.

Name(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1968
Mar. 2000

2

Number of theCompany’s shares
ownedJoined Showa Denko K.K.
Director, Chief Manager, Corporate Relations
Center and Manager, General Affairs Group,Showa Denko K.K.
Mar. 2004
Managing Director and Managing Corporate
Officer, Showa Denko K.K.
Jan. 2008
Representative Director and Senior Managing
Norikuni IMOTO
Corporate Officer, Showa Denko K.K.
(August 20, 1945)
1,400
Reelection
Jan. 2011
Director, Showa Denko K.K.
Mar. 2011
Special Advisor, Showa Denko K.K.
June 2013
Outside Auditor of the Company
June 2015
Outside Director of the Company
June 2016
Outside Director (Audit and Supervisory
Committee Member) of the Company (present
position)
Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member, andoverview of expected roles.
Having served as Representative Director, etc. at Showa Denko K.K., Norikuni Imoto has abundant knowledge of andexperience in management, and has sufficiently fulfilled his duties since his appointment as Outside Auditor, Outside
Director, and Outside Director who is an Audit and Supervisory Committee Member of the Company since 2013. The
Company has nominated him as a candidate for reelection as an Outside Director who is an Audit and Supervisory
Committee Member based on the judgement that he will provide the proper guidance and advice in the overallmanagement of the Company from his broad point of view in the future, and through appropriate supervision ofbusiness execution will contribute to the Company’s sustainable growth and to the enhancement of corporate value inthe medium to long term. If elected, he will continue to be involved in the selection of the Company’s executive officer
candidates and in decisions on executive compensation and other matters from an objective and neutral standpoint aschairman of the Nomination and Compensation Committee.

- 13 -

Name(Date of birth)

No.

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1977

3

Note:

1.
2.
3.
4.

5.

6.

Number of theCompany’s shares
owned

Prosecutor, Tokyo District Public Prosecutors
OfficeJuly 2008
Trial Manager, Supreme Public Prosecutors
OfficeJan. 2009
Chief Public Prosecutor, Chiba District Public
Prosecutors Office
Apr. 2010
Chief Public Prosecutor, Yokohama District
Public Prosecutors OfficeJan. 2012
Superintending Prosecutor, Sapporo High
Public Prosecutors OfficeJan. 2014
Superintending Prosecutor, Nagoya High Public
Prosecutors Office
Hiroshi KAWAMURA
Mar. 2015
Outside Auditor, Asahi Glass Co., Ltd.
(January 16, 1952)
1,100
Reelection
Apr. 2015
Professor, Faculty of Law at Doshisha
University
June 2015
Outside Auditor of the Company
June 2016
Outside Director (Audit and Supervisory
Committee Member) of the Company (present
position)
June 2020
Outside Director of JAPAN POST BANK Co.,
Ltd. (present position)
Apr. 2022
Registered as an Attorney (present position)[Significant concurrent positions outside the Company]
Outside Director of JAPAN POST BANK Co., Ltd.
Attorney
Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member, andoverview of expected roles.
Hiroshi Kawamura has extensive knowledge and experience in legal affairs as a legal professional, and has sufficiently
fulfilled his duty since his appointment as Outside Auditor and Outside Director who is an Audit and Supervisory
Committee Member of the Company since 2015. The Company has nominated him as a candidate for reelection as an
Outside Director who is an Audit and Supervisory Committee Member based on the judgement that he will provide
appropriate guidance and advice on compliance and the enhancement of corporate governance, and that throughappropriate supervision of business execution, will contribute to the Company's sustainable growth and to theenhancement of corporate value in the medium to long term. If elected, he will continue to be involved in the selectionof the Company’s executive officer candidates and in decisions on executive compensation and other matters from an
objective and neutral standpoint as a member of the Nomination and Compensation Committee. Although he has notbeen directly involved in business management, the Company believes that he is capable of properly performing his
duties as an Outside Director who is an Audit and Supervisory Committee Member for the above reasons.
There are no special interests between the Company and the above candidates for a Director who is an Audit andSupervisory Committee Member.
Norikuni Imoto and Hiroshi Kawamura are candidates for Outside Director.
Norikuni Imoto and Hiroshi Kawamura are currently Outside Directors of the Company. Norikuni Imoto will have served
for seven (7) years and Hiroshi Kawamura for six (6) years at the conclusion of this General Meeting of Shareholders.
Pursuant to the provisions set forth in the Articles of Incorporation, the Company has entered into agreements limiting
liability with Yoshiyuki Kadoshima, Norikuni Imoto and Hiroshi Kawamura, and if the three candidates are reelected, theCompany intends to maintain those agreements. The limit of liability under these agreements is the amount prescribed in
the laws and regulations.
In accordance with the rules of the Tokyo Stock Exchange, the Company has designated Norikuni Imoto and Hiroshi
Kawamura as independent officers and registered with the exchange. If their reelections are approved at this General
Meeting of Shareholders, the Company will maintain this declaration.
The Company has entered into an officer liability insurance policy with an insurance company in accordance with theprovisions of Article 430-3, Paragraph (1) of the Companies Act. The insurance policy is designed to cover economic
damages (compensation for damages and litigation costs) incurred by insured individuals, including Directors who are
Audit and Supervisory Committee Members of the Company, in the event of a claim for damages by a third party arisingfrom the insured’s performance of duties. In the event each candidate is elected and assumes office as a Director who is
an Audit and Supervisory Committee Member, the candidate shall then become an insured person under the insurance
policy. The insurance policy is scheduled to be renewed with the same terms at the next renewal.

- 14 -

(Reference) Skill Matrix of the Board of Directors (After the Ordinary General Meeting)

Hiroji ISHII
Hiroaki ISHII
Masanobu NAKANISHI
Satoru YOSHIDA
Yoshiyuki KADOSHIMA
Norikuni IMOTO
Hiroshi KAWAMURA

Corporate
management

Technical
innovation

Globalbusiness

ESG andsustainability

Quality andsafety

〇
〇
〇
〇
〇
〇
〇

〇
〇

〇
〇
〇
〇

〇
〇
〇

〇
〇

〇
〇

〇
〇

- 15 -〇〇〇〇〇

Legal affairs
and riskmanagement

Finance andaccounting

〇

〇

〇
〇
〇

〇
〇
〇

<Shareholder Proposals (Proposals 5 through 7)>
Proposals 5 through 7 have been proposed by a shareholder (1 shareholder).
The following proposal outlines and reasons for the proposals are, except where otherwise noted, described asoriginally written in the Shareholder Proposal submitted by the shareholder.
Proposal 5:
(1)

(2)

Appropriation of Surplus

Outline of the Proposal
Appropriation of surplus shall be as follows.
In the event the Company’s Representative Director submits a proposal regarding the appropriation of surplus
at this Ordinary General Meeting of Shareholders, this proposal is in addition to and independent of said
proposal.
A
Type of dividend property
Cash
B
Amount of dividend per share¥120 per share of common stock, less the amount of surplus dividend per share of common stock
regarding a proposal for appropriation of surplus submitted by the Representative Director of theCompany and approved by this Ordinary General Meeting of Shareholders (¥120 if a proposal for
appropriation of surplus is not submitted by the Representative Director of the Company at this Ordinary
General Meeting of Shareholders)C
Allocation of dividend property and total amount thereof
Dividend per share of common stock as per B above (the total amount of the divided is calculated bymultiplying the dividend per share by the total number of outstanding common shares of the Company(excluding treasury shares) as of March 31, 2022).
D
Effective date of distribution of dividends of surplus
The day after this Ordinary General Meeting of Shareholders
Reasons for the Proposal
As of March 31, 2021, the Company holds an enormous amount of unrealized gains on real estate under leasethat are not recorded on its balance sheet, amounting to ¥22.7 billion against equity capital of ¥10.4 billion.
Adjusting equity capital to account for these unrealized gains (after taxes), the return on equity (ROE) drops to
3.4%, revealing the Company’s low capital efficiency. The Company should set ROE targets and engage incapital policies based on management figures that are in line with actual conditions.
The capital policy of continuing to aimlessly retain earnings and accumulate shareholders’ equity by
maintaining a low dividend payout ratio should cease. Therefore, the proposing shareholder proposes theimplementation of an appropriation of surplus with a year-end dividend of ¥120 per share, equivalent to a
dividend on equity (DOE) of 4% and 50% of net income per share as reported in the most recent quarterly
report at the time of the proposal.

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[Board of Directors’ Opinion of Proposal 5]
The Board of Directors of the Company opposes this Shareholder Proposal.
■ Reason for Opposition
Known as “Ishii the Tank Manufacturer,” the Company is a tank and plant manufacturer that is highly regarded forthe excellence of its products, not only in Japan but in markets around the world. We operate two main businesses:
steel structures and real estate. The Steel Structure Business is both the business we have inherited and a corebusiness positioned as a future area of growth; the Real Estate Business, meanwhile, ensures stable earnings throughthe active utilization of Company-owned land.
First, in the Steel Structure Business, we have identified three business conditions surrounding the Company,
described below, as growth opportunities in our Medium-term Management Plan announced in May 2021, and willproceed to address them.
The first is to respond to a decarbonizing society and promote efforts to store new energy sources to achieve acarbon-neutral society. The second is to address the aging of plants, responding to an increase in repair andrefurbishment projects associated with the aging of customer plants and contributing to their maintenance. The
third is to provide energy infrastructure that has the strength and resilience to withstand natural disasters such as
earthquakes and tsunami.
In particular, with regards to the first of these--responding to a decarbonizing society--the Government’s Sixth
Strategic Energy Plan, which was approved by the Cabinet in October 2021, calls for expanding the introductionof fuel ammonia and working on carbon dioxide capture and storage (CCS) technology, amid growing global
interest in securing and storing new energy sources. As a result, the market for ammonia and other low-temperaturetanks and spherical tanks is expected to grow going forward, and we will actively seek orders for these products by
taking advantage of the Company’s strengths in this field, thus expanding our business.
In this business environment, in January 2022 the Company entered into a business alliance agreement with JFEEngineering Corporation. In cooperation with JFE Engineering Corporation, we aim to make an aggressive entry
into the carbon neutral market, including the new energy deployment and CCS businesses, among others, which
are expected to grow going forward. Through this business alliance, the Company will also invest in research anddevelopment related to the enlargement of ammonia storage facilities.
Next, in the Real Estate Business, the Company constructs rental buildings on Company-owned land with thespecifications tenants desire. We enter into long-term contracts with our tenants, thereby generating long-term,
stable rental income.
Properties handled by this business cover a wide range of industries, including rental condominiums, logistics
facilities, commercial facilities, nursery schools and others. Contracts are concluded with carefully selected, highly
creditworthy tenants, thereby reducing the risk of rent default, etc. due to economic fluctuations and other factors.
While most of our properties are located in the Tokyo area, where asset values are high, they are also well-dispersed
within that area, reducing the risk of flooding during heavy rainfall, earthquakes and other disasters. Additionally,
the Company is considering redevelopment of land it owns in the Haneda area with the aim of further increasing
earnings.
In light of the above, the medium to long-term growth investment policy in the Medium-term Management Plan
calls for “investment in growth with a target of about 5% of net sales with the goal of increasing corporate value.”
As growth investments, the Steel Structure Business is investing in technological development and improvements
in business efficiency with an eye toward carbon neutrality. The Real Estate Business is investing in theredevelopment of the Company’s Haneda district, and in maintaining and improving asset value through largescale repairs to existing buildings.
On the other hand, recent years have seen sharp fluctuations in resource and energy prices, especially due to the
spread of COVID-19 and the situation in Ukraine, etc., and we believe it is important to build a strong financialbase that can withstand the impact of such social and economic conditions.
Based on the above, the Company’s basic policy is to “determine dividends by taking into comprehensive accountthe stable return of profits to shareholders and the enhancement of retained earnings to prepare for future growth.”
The Company aims to achieve a dividend payout ratio of approximately 30% in the final fiscal year of the Mediumterm Management Plan (the fiscal year ending March 31, 2024, the 158th term).
Based on the above basic policy, the Company’s proposed dividend for the fiscal year ending March 31, 2022 is¥60 per share, taking into account business performance for the current fiscal year and other factors. This is fromthe perspective of providing stable returns to shareholders in line with profit levels, and enhancing capital efficiency- 17 -

while ensuring sufficient investment capacity for growth in response to business conditions.
In contrast, the Shareholder Proposal states that the Company should establish a return on equity (ROE) target andconduct capital policy based on unrealized profits. We recognize, however, that setting management targets andreturning profits to shareholders based on unrealized profits is problematic in terms of objectivity, sustainability
and soundness, nor does it align with the above basic policy regarding dividends, neither does it lead to enhancing
the Company’s medium to long-term value or the common interests of shareholders.
In addition, we believe that the standard regarding dividends indicated in the Shareholder Proposal, which calls fora dividend on equity (DOE) ratio of 4% and 50% of net income per share as reported in the most recent quarterly
report at the time of the Shareholder Proposal, could have a negative impact on our medium to long-term growthinvestments and financial soundness.
For the above reasons, the Company’s Board of Directors opposes this Shareholder Proposal.

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Proposal 6:(1)

Amendment to the Articles of Incorporation (1)Outline of the Proposal
The following new article to be added to the current Articles of Incorporation. Note that if any superficial
adjustments (including, but not limited to, correction of misnumbered articles) to the articles listed in this
Proposal become necessary due to the passage of other proposals (including those proposed by the Company)at this Ordinary General Meeting of Shareholders, the articles involving this Proposal shall be read as articles
after the necessary adjustments have been made.

Current Articles of Incorporation(Newly established)(2)(Underlining indicates amended portions.)
Proposed Amendment(Dividend of Surplus, etc.)
Article 37
The total amount (annual amount) to be delivered toshareholders as a result of dividends of surplus and share
repurchases by the Company shall not, in principle, be less thanthe lesser of 4% of the average total of net assets for theapplicable fiscal year and the preceding year, or 50% of net
income for the current fiscal year (the “Base Amount”).
However, this shall not apply if it is clearly and reasonably
necessary for the Company to deliver to shareholders anamount less than the Base Amount, and the Company provides
an appropriate explanation of this reasonable necessity.

Reasons for the Proposal
As has already been stated, the capital policy of continuing to aimlessly retain earnings and accumulateshareholders’ equity by maintaining a low dividend payout ratio should cease. However, given that the businessenvironment changes from one moment to the next, the possibility that a need for retained earnings may arisein the future cannot be denied, and it is unreasonable for a policy of total shareholder returns to be rigid andinflexible. That said, when the amount of total shareholder returns is set particularly low, a clear and rational
need should exist, and management should be accountable to shareholders for doing so.
Therefore, in order to clarify management responsibility for decisions on the appropriation of surplus, etc. andretained earnings, the Shareholder is proposing to set the target value of total shareholder returns (the total
amount of dividends from surplus and share buybacks) at 4% of the average amount of total net assets for theapplicable fiscal year and the previous year, or 50% of net income for the current fiscal year, whichever is less,in principle (the “Base Amount”). The Shareholder also proposes that a new provision to the Articles ofIncorporation be established stating that for this amount to fall below the Base Amount, according tocircumstances, it must be conditional on the existence of a clear and reasonable need, and on the fulfillment ofaccountability by the Company’s management.

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[Board of Directors’ Opinion of Proposal 6]
The Board of Directors of the Company opposes this Shareholder Proposal.
■ Reason for Opposition
The Company’s basic policy regarding dividends is to determine dividends by taking into comprehensive accountthe stable return of profits to shareholders and the enhancement of retained earnings to prepare for future growth.
Based on this, each year the Board of Directors deliberates and decides on a proposal for the appropriation of
surplus based on each director’s duty of care as a good manager. The proposal is then deliberated by theshareholders at the Ordinary General Meeting of Shareholders and approved by a majority vote of shareholders as
an ordinary resolution.
In contrast, this Shareholder Proposal calls for the establishment of a new provision to the Articles of Incorporation
to the effect that, in principle, appropriation of surplus shall not be less than the Base Amount indicated by the
proposing shareholder. Amendments to the Articles of Incorporation, however, require a strict set of procedures
involving a special resolution of the General Meeting of Shareholders. Therefore, establishment of such a provision
to the Articles of Incorporation entails the risk that the Company’s future business operations and the mobility andflexibility of its capital policies, including shareholder returns, may be impaired.
In addition, the Shareholder Proposal allows for the amount to be set below the Base Amount (“4% of the averageamount of total net assets for the applicable fiscal year and the previous year, or 50% of net income for the current
fiscal year, whichever is less”) if “it is clearly and reasonably necessary for the Company to set the amount below
the Base Amount, and the Company provides an appropriate explanation of this reasonable necessity.” However, it
is not objectively clear what “appropriate explanation” means here, and such a provision in the Articles ofIncorporation would lead to a lack of legal stability in the execution of business.
Further, the Articles of Incorporation are, in the first place, the fundamental principles governing the organization
and activities of a stock corporation, and we believe that stipulating detailed matters regarding appropriation of
surplus, etc. in the Articles of Incorporation is contrary to the purpose of such Articles of Incorporation.
For the above reasons, the Company’s Board of Directors opposes this Shareholder Proposal.

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Proposal 7:(1)

Amendment to the Articles of Incorporation (2)Outline of the Proposal
The following new article to be added to the current Articles of Incorporation. Note that if any superficial
adjustments (including, but not limited to, correction of misnumbered articles) to the articles listed in this
Proposal become necessary due to the passage of other proposals (including those proposed by the Company)at this Ordinary General Meeting of Shareholders, the articles involving this Proposal shall be read as articles
after the necessary adjustments have been made.

Current Articles of Incorporation(Newly established)(2)(Underlining indicates amended portions.)
Proposed Amendment
Chapter 7
Information Disclosure(Information Disclosure)
Article 38
The Company shall disclose information regarding thefollowing items within one month from the date of submissionof financial statements.
(1) The weighted average cost of capital as understood by theCompany, and the basis for its calculation.
(2) Indices showing return on capital (ROE, ROIC, etc.) for
each business segment (however, for the Real EstateBusiness, this is to include the market value of rental
properties, etc. at the end of the fiscal year).
(3) With regards to the Real Estate Business, the year-end
market value of and income from each rental property, etc.

Reasons for the Proposal
The survival and sound growth of a company is of utmost importance to all stakeholders, and a prerequisite forthis is the sustained creation of economic value that exceeds the cost of capital. Therefore, first of all, at
minimum the Company’s management needs to disclose the cost of capital and the profitability of each businessto serve as a financial foundation for constructive dialogue with stakeholders, as this forms the basis of thispublicly listed Company’s corporate governance.
For assets or businesses that cannot provide a return greater than their cost of capital, management needs toformulate a plan to optimize value, including possible sale or restructuring.
Currently in its Medium-term Management Plan, the Company has set ROE and ROIC targets based on
historical book value, without taking into account ¥22.7 billion in unrealized gains on real estate. This gives
rise to the illusion that the Company is generating high returns, and does not reflect reality.
Therefore, the proposing shareholder proposes establishing a new provision to the Articles of Incorporation
under which the Company shall disclose the weighted average cost of capital as it understands it and the basis
for its calculation, the return on capital by business segment, and in particular, the year-end market value andincome status of each rental property, etc. in the Real Estate Business.

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[Board of Directors’ Opinion of Proposal 7]
The Board of Directors of the Company opposes this Shareholder Proposal.
■ Reason for Opposition
The Company’s Board of Directors deeply understands the importance of information disclosure to shareholders
and investors, and is constantly enhancing and strengthening disclose, taking into consideration the opinions ofshareholders and investors, as well as the external and competitive environments of the Steel Structure and Real
Estate businesses.
In addition, the Company has long endeavored to properly understand its cost of capital, and to use that knowledge
in formulating Medium-term Management Plans, to make important investment decisions and so forth. For
example, in the Medium-term Management Plan announced in May 2021, in addition to consolidated operating
income and return on equity (ROE), which were previously listed as numerical targets, we have established returnon invested capital (ROIC) as a new numerical target. The goal is to maintain and improve financial soundness andto further enhance capital efficiency with an awareness of the cost of capital. Specifically, we have established andannounced targets for ROE and ROIC of at least 8.0% and 6.5%, respectively, both of which exceed the cost ofcapital.
In contrast, the Shareholder Proposal requests the establishment of a new provision to the Articles of Incorporation
to disclose the weighted average cost of capital and other information known by the Company within one monthof the date of submission of financial statements. However, we believe that is not in the common nature of acompany to stipulate in advance in the Articles of Incorporation disclosure items for management indices or thetiming of such disclosures. Further, we believe that when making such disclosures, we should consider what
constitutes appropriate disclosure at the time in terms of the need for, timing and method of disclosure, based on
the content of dialogue, etc. with shareholders and investors.
Further, the Articles of Incorporation are, in the first place, the fundamental principles governing the organization
and activities of a stock corporation, and we believe that stipulating detailed matters regarding information
disclosure etc. in the Articles of Incorporation is contrary to the purpose of such Articles of Incorporation.
Moreover, amendments to the Articles of Incorporation require a strict set of procedures involving a special
resolution of the General Meeting of Shareholders, etc., and there is a risk that the Company’s information
disclosure may lack flexibility going forward.
For the above reasons, the Company’s Board of Directors opposes this Shareholder Proposal.

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