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, 2020
To our shareholders:Hiroji ISHII
President
Ishii Iron Works Co., Ltd.
26-11, 3-Chome, Tsukishima, Chuo-ku, TokyoNOTICE OF THE 154TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 154th Ordinary General Meeting of Shareholders of Ishii Iron Works Co., Ltd. (the“Company”), which will be held as described below.
Recently, the government and prefectural governors of Japan have strongly requested that people refrain fromgoing outside as a means of preventing the spread of the novel coronavirus (COVID-19). Given this situation, andas the result of careful consideration, the Company has decided to hold this General Meeting of Shareholders upon
implementation of appropriate infection prevention measures.
In further consideration of the fact that you have been strongly requested to stay home, and from the viewpoint ofpreventing the spread of infection, we ask that you make every effort to exercise your voting rights in advance inwriting or via the Internet. Regardless of the state of your health, we request that you refrain from attending theGeneral Meeting in person.
After reviewing the following Reference Documents for the General Meeting of Shareholders, please exercise yourvoting rights no later than 5:20 p.m. (JST) on Tuesday, June 23, 2020. We apologize for any inconvenience.
1. Date and Time: Wednesday, June 24, 2020 at 10:00 a.m. (JST)
2. Venue:
202, Conference Room, 2F, Hotel Fukuracia Harumi
8-1, 3-Chome, Harumi, Chuo-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 154th Term (from April 1, 2019 to March
31, 2020), 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 154th Term (from April 1, 2019 to March 31, 2020)
Items to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Four (4) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal 3:
Election of Three (3) Directors Who Are Audit and Supervisory Committee Members
Proposal 4:
Determination of Remuneration for the Purpose of Granting Restricted Shares to
Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)
Proposal 5:
Payment of Retirement Benefits for Retiring Directors and Final Payment of Retirement
Benefits in Conjunction with Abolition of Retirement Benefit Plan for Directors(Excluding Directors Who Are Audit and Supervisory Committee Members)-1-[Requests to Shareholders]- Both the venue and the starting time for the General Meeting of Shareholders are subject to change depending
on changes in the situation surrounding the COVID-19. The Company will promptly inform you in the event ofsuch changes via the Company’s website noted below. Please be sure to check the Company’s website for thelatest information prior to visiting the venue on the day of the General Meeting.
Note also that any change in venue is expected to result in a smaller space than originally planned, so we again
ask that you consider exercising your voting rights in advance.
Company website: https://www.ishii-iiw.co.jp/report/- To prevent the spread of infection, seating this year will be spaced farther apart, greatly reducing the number ofseats available compared to other years. Your understanding is appreciated.
- Exercising your voting rights via the voting form also carries some risk of infection in the process of sending theform back. We therefore ask that, as much as possible, exercising your voting rights in advance do so via theInternet.
- Gifts will not be provided this year. 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, those
appearing unwell, and those who have returned from overseas fewer than 14 days prior may be refused entry andasked to leave. Please notify reception staff if you have returned from overseas fewer than 14 days prior to thedate of the General Meeting.
- 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 beresolved will be omitted. We therefore ask that our shareholders review the Convocation Notice in advance.

-2-Reference Documents for the General Meeting of Shareholders
Proposals and Reference Matters
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,
2020 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¥50 per common share of the Company
Total amount of dividends: ¥184,297,300(3) Effective date of distribution of dividends of surplus
June 25, 2020-3-

Proposal 2:

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.

1

2

Name
(Date of birth)

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

Number of theCompany’s shares
ownedDec. 1969
Director of the Company
June 1973
Managing Director of the Company
Mar. 1977
Executive Director of the Company
Hiroji ISHII
Dec. 1978
Vice President of the Company(March 11, 1937)
115,418
Jan. 1979
President of the Company (present position)
Reelection[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 President of the Company in 1979, Hiroji Ishii has bettered profitability by leading
management and promoting innovation, and significantly contributed to improving business performance. 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 over many years
up until now is expected to help drive sustainable growth and increase the medium- and long-term value of theCompany.
Apr. 1996
Joined Shimizu Corporation
May 2006
Advisor of the Company
June 2006
Director of the Company
Corporate Officer and Assistant General
Manager, Steel Structure Business Division of
the Company
Apr. 2009
Corporate Officer, Assistant Executive General
Manager, Steel Structure Business Headquarters
and Executive General Manager, Sales
Headquarters of the Company
Hiroaki ISHII
July 2012Managing Director, Assistant Executive(February 20, 1969)
9,836
General Manager, Steel Structure Business
Reelection
Headquarters and Executive General Manager,
Sales Headquarters of the Company
Apr. 2015
Managing Director and Executive General
Manager, Steel Structure Business Headquartersof the Company
June 2019
Managing Director and Executive General
Manager, Steel Structure Business Headquarters
and Assistant to the President of the Company
Apr. 2020
Executive Director, Assistant to the President
and in charge of the entire Company of theCompany (present position)
Reasons 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 to 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.

-4-

No.

Name
(Date of birth)

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

Masanobu NAKANISHI(February 6, 1964)
Reelection

Oct. 2011
Dec. 2014
Apr. 2015
May 2018
June 20183
July 2019

4

Note:

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

Number of theCompany’s shares
owned

1,600

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. 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.
Oct. 1977
Joined the Company
Apr. 2013
Administrative Officer and Construction
Manager, Production and Engineering, Steel
Structure Business Headquarters of theCompany
Apr. 2015
Administrative Officer and General Manager,
Satoru YOSHIDA
Production and Engineering, Steel Structure(September 11, 1954)
100
Business Headquarters of the Company
New election
June 2019
Corporate Officer and General Manager,
Production and Engineering, Steel Structure
Business Headquarters of the Company
Apr. 2020
Corporate Officer and Executive General
Manager, Steel Structure Business Headquartersof the Company (present position)
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 Executive General Manager, Steel Structure Business Headquarters of the Company since April
2020, he has managed that entire business and contributed significantly to its expansion. The Company has nominatedhim as a candidate for Director based on the judgement that he is qualified because of his abundant experience andproven track record.
There are no special interests between the Company and the above candidates for Director.

-5-Proposal 3:

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

2

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,
Yoshiyuki KADOSHIMA
Steel Structure Business Headquarters and(April 29, 1952)
1,600
General Manager, Production and Engineering
New electionof the Company
Apr. 2015
Corporate Officer, Assistant General Manager,
Steel Structure Business Headquarters of theCompany
Apr. 2020
Corporate Officer to the Audit and Supervisory
Committee (present position)
Reasons for nomination as candidate for Director who is an Audit and Supervisory Committee Member
Yoshiyuki Kadoshima has engaged consistently in the tank plant engineering and construction business since joining
the Company, and since 2009 has assisted in the management of that business overall 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 Director who is an Audit
and Supervisory Committee Member, based on the judgement that he is familiar with each area of the tank plantengineering and construction business, is of honest character, has strong insights and abilities, and will carry out his
audit and supervisory roles appropriately.
Apr. 1968
Joined Showa Denko K.K.
Mar. 2000
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)
1,100
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
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 judgment that he will provide the proper guidance and advice in the overallmanagement of the Company from his broad point of view in the future.

-6-

No.

Name
(Date of birth)

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

3

Note:

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.
800
(January 16, 1952)
Reelection
Apr. 2015
Professor, Faculty of Law at Doshisha
University (present position)
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. (appointment expected)[Significant concurrent positions outside the Company]
Professor, Faculty of Law at Doshisha University
Outside Director of JAPAN POST BANK Co., Ltd.
(appointment expected)
Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member
Hiroshi Kawamura has extensive knowledge and experience in legal affairs as a university professor, and has
sufficiently fulfilled his duty since his appointment as Outside Auditor and Outside Director who is an Audit andSupervisory Committee Member of the Company since 2015. The Company has nominated him as a candidate forreelection as an Outside Director who is an Audit and Supervisory Committee Member based on the judgment that hewill provide the proper guidance and advice in strengthening compliance and corporate governance in the future.
Although he has not been directly involved in business management, the Company believes that he is capable ofproperly performing his duties as an Outside Director who is an Audit and Supervisory Committee Member for theabove reasons.
1. There are no special interests between the Company and the above candidates for a Director who is an Audit andSupervisory Committee Member.
2. Norikuni Imoto and Hiroshi Kawamura are candidates for Outside Director.
3. Norikuni Imoto and Hiroshi Kawamura are currently Outside Directors of the Company. Norikuni Imoto will have
served for five (5) years and Hiroshi Kawamura for four (4) years at the conclusion of this General Meeting of
Shareholders.
4. If Yoshiyuki Kadoshima is elected, the Company intends to conclude an agreement with him to limit liability fordamages pursuant to the provisions set forth in the Articles of Incorporation, with the limit of liability under said
agreement to be the minimum amount prescribed by law.
Pursuant to the provisions set forth in the Articles of Incorporation, the Company has entered into agreements limiting
liability with Norikuni Imoto and Hiroshi Kawamura, and if both candidates are reelected, the Company intends tomaintain those agreements. The limit of liability under these agreements is the amount prescribed in the laws andregulations.
5. 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 elections are approved at this General
Meeting of Shareholders, the Company will maintain this declaration.

-7-

Proposal 4:

Determination of Remuneration for the Purpose of Granting Restricted Shares to Directors(Excluding Directors Who Are Audit and Supervisory Committee Members)

The amount of remuneration for Directors (excluding Directors who are Audit and Supervisory Committee
Members) as approved by the 150th Ordinary General Meeting of Shareholders held on June 28, 2016, shall be notmore than ¥200 million per year (not including, however, employee salaries).
The Company hereby proposes paying remuneration for the purpose of newly granting Directors (excluding outside
Directors) of the Company (“Eligible Directors”) restricted shares separately from the above maximum amount of
remuneration, in order to provide them an incentive to sustainably increase the Company’s corporate value and tofurther promote shared value between shareholders and them, as part of the revision of its remuneration package
for Directors.
Based on this proposal, the remuneration to be paid to Eligible Directors for the purpose of granting them restricted
shares shall be monetary claims (“Monetary Remuneration Claims”), the total amount of which shall be no morethan ¥50 million per year (not including, however, employee salaries) as deemed reasonable in light of theaforementioned purposes. In addition, the specific timing and allocation of said payments to Eligible Directors
shall be decided by the Board of Directors.
There are currently four Directors (excluding Directors who are Audit and Supervisory Committee members), andif Proposal 2 “Election of Four (4) Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)” is approved and adopted as drafted, there will be four Directors (excluding Directors who are Audit andSupervisory Committee members).
The Eligible Directors shall pay all Monetary Remuneration Claims to be provided under this proposal in the formof property in kind, in accordance with the resolution of the Board of Directors of the Company, and shall, in return,
receive common shares of the Company that shall be issued or disposed of by the Company. As a result, the total
number of common shares of the Company issued or disposed of shall be no more than 30,000 shares per year
(provided, however, that if, on or after the day on which this proposal is approved and adopted, the Company
performs a share split (including allotment of shares without contribution) or a reverse split of its common shares,
or any other reason arises necessitating an adjustment to the total number of common shares of the Company to beissued or disposed of as restricted shares, said total number share be adjusted as reasonable). The amount to be paid
per share shall be determined by the Board of Directors based on the closing price of the Company’s common shareon the Tokyo Stock Exchange on the business day immediately before each date of resolution by the Board of
Directors (if there is no closing price on said date, the closing price on the closest preceding trading day), or an
amount within an extent not particularly advantageous to the Eligible Directors receiving said common shares. For
such issuance or disposal of the common shares of the Company, an agreement on allotment of shares with transfer
restrictions (the “Allotment Agreement”) shall be entered into between the Company and each Eligible Director.
(1)

(2)

(3)

Restriction Period
Eligible Directors shall not transfer, create a security interest on, or otherwise dispose of the common sharesof the Company they receive under the Allotment Agreement (the “Allotted Shares”) for the period specified
in advance by the Board of Directors of the Company (the “Restriction Period”), which shall be a period of
between three years and 40 years from the date on which shares are allotted under the Allotment Agreement.
Treatment Upon Retirement
If an Eligible Director retires from the position of Director of the Company before the Restriction Period
expires, the Company shall automatically acquire such Allotted Shares without contribution, unless the reason
for his/her retirement is the expiration of the term of his/her office, death, or other reason deemed justifiable.
Lifting of Transfer Restrictions
Notwithstanding the provision of (1) above, the Company shall lift the transfer restrictions of all of the
Allotted Shares upon expiration of the Restriction Period, on the condition that the Eligible Director has
remained in the position of Director of the Company throughout the Restriction Period. However, if the
Eligible Director retires from the position of Director of the Company before the expiration of the Restriction
Period due to expiration of the term of his/her office, death, or other reason deemed justifiable, the Company
shall rationally adjust the number of the Allotted Shares on which the transfer restrictions are to be lifted, andthe timing of lifting as needed. The Company shall automatically acquire without contribution the Allotted
Shares on which the transfer restrictions have not been lifted as of the time immediately after the transfer
restrictions were lifted in accordance with the provision above.
-8-

(4)

(5)

Treatment During Reorganization, etc.
Notwithstanding the provision of (1) above, if, during the Restriction Period, matters relating to a merger
agreement in which the Company is the disappearing company, a share exchange agreement or share transfer
plan in which the Company becomes a wholly owned subsidiary, or other reorganization, etc. are approved at
the Company’s General Meeting of Shareholders (or at a meeting of its Board of Directors in cases whereapproval at the Company’s General Meeting of Shareholders is not required in relation to the reorganization,etc.), the Company shall lift the transfer restrictions on the Allotted Shares with the number of shares that isreasonably determined considering the period from the start date of the Restriction Period to the date of
approval of the reorganization, etc. prior to the date on which the reorganization, etc. becomes effective, byresolution of the Board of Directors of the Company. The Company shall automatically acquire without
contribution the Allotted Shares on which the transfer restrictions have not been lifted as of the time
immediately after the transfer restrictions were lifted in accordance with the provision above.
Other Matters
Other matters regarding the Allotment Agreement shall be as set forth by the Board of Directors of theCompany.

-9-

Proposal 5:

Payment of Retirement Benefits for Retiring Directors and Final Payment of Retirement
Benefits in Conjunction with Abolition of Retirement Benefit Plan for Directors (Excluding
Directors Who Are Audit and Supervisory Committee Members)

The Company shall pay retirement benefits in line with the tenure of Nobukazu Oyama, who will retire as Director
at the conclusion of this General Meeting, in the range equivalent to the defined standards stipulated by theCompany. The Company requests the specific amount, payment period, method and other details of the payment beleft up to deliberation among the Board of Directors.
The career summary for the retiring Director is as follows:
Name
Nobukazu OYAMA

June 2002
July 2012

Career summary
Director of the Company
Managing Director of the Company
to present

Further, at its Board of Directors meeting held on May 14, 2020, the Company resolved to abolish its retirement
benefits plan for Directors (excluding Directors who are Audit and Supervisory Committee members) as of theconclusion of this General Meeting.
Accordingly, the Company intends to make final payment of retirement benefits to three Directors (excluding
Directors who are Audit and Supervisory Committee members), who will be reelected if Proposal 2 is approved, inthe range equivalent to the defined standards stipulated by the Company, and in line with the length of tenure ofeach Director as of the conclusion of this General Meeting.
Note that said payments shall be made upon the retirement of each Director (excluding Directors who are Audit andSupervisory Committee members), and the Company requests that the specific amount, method of payment andother details be left up to deliberation among the Board of Directors.
Career summaries for each of the Directors (excluding Directors who are Audit and Supervisory Committee
members) eligible for these final payments are as follows.
Name

Hiroji ISHII

Hiroaki ISHII

Masanobu NAKANISHI

Dec. 1969
June 1973
Mar. 1977
Dec. 1978
Jan. 1979
June 2006
July 2012
Apr. 2020
June 2018
July 2019

Career summary
Director of the Company
Managing Director of the Company
Executive Director of the Company
Vice President of the Company
President of the Company
to present
Director of the Company
Managing Director of the Company
Executive Director of the Company
to present
Director of the Company
Managing Director of the Company
to present- 10 -