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. The Company assumes no responsibility for this translation or for direct, indirect or any
other forms of damages arising from the translation.
(Stock Exchange Code 1821)
June 7, 2021
To Shareholders with Voting Rights:
Shigetoshi Kondo
Representative Director,
President
Sumitomo Mitsui Construction Co., Ltd.
2-1-6, Tsukuda, Chuo-ku, Tokyo, JapanNOTICE OF
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We would like to notify you of the 18th Annual General Meeting of Shareholders of Sumitomo Mitsui
Construction Co., Ltd. (the “Company”). The meeting will be held for the purposes as described below.
In consideration of the current situation regarding the COVID-19 outbreak, we have decided to hold this
General Meeting of Shareholders after implementing an appropriate selection of preventive measures against
infection.
However, from the viewpoint of preventing the spread of infection, we strongly request that you exercise
your voting rights in advance, in writing or via the Internet, etc. and refrain from attending the meeting inperson.
If you agree to exercise your voting rights in advance, please review the attached Reference Documents for
the General Meeting of Shareholders and exercise your voting rights by 5:45 p.m. on Monday, June 28, 2021,
Japan time.
1. Date and Time:
2. Place:

Tuesday, June 29, 2021 at 10:00 a.m. Japan time
Corporate Headquarters (Conference room on the 2nd floor) located at
2-1-6, Tsukuda, Chuo-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business, the Consolidated Financial Statements for the Company’s
18th Fiscal Year (April 1, 2020 - March 31, 2021) and results of audits by the
Accounting Auditor and the Audit & Supervisory Board of the Consolidated
Financial Statements
2. The Non-consolidated Financial Statements for the Company’s 18th Fiscal
Year (April 1, 2020 - March 31, 2021)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of 10 Directors
Proposal 2:

-1-

●

●
●
●
①
②
③

④
⑤
⑥

⑦

●

As the following documents are posted on the Company’s website pursuant to provisions of laws andregulations as well as Article 13-2 of the Articles of Incorporation, they are not presented in the
Appendix of this Notice of the Annual General Meeting of Shareholders.
Necessary systems to ensure appropriate operations and operation status of the systems in theBusiness Report
The Consolidated Statement of Changes in Net Assets and the Notes to the Consolidated Financial
Statements
The Statement of Changes in Net Assets and the Notes to the Non-consolidated Financial Statements
Therefore, the Appendix of this Notice of the Annual General Meeting of Shareholders were part ofthe Business Report, the Consolidated Financial Statements and the Non-consolidated Financial
Statements audited by the Audit & Supervisory Board Members and Accounting Auditor when they
prepared the audit report.
Should the Reference Documents for the General Meeting of Shareholders and the Appendix (theBusiness Report, the Consolidated Financial Statements, the Non-consolidated Financial Statements)
require revisions, the revised versions will be posted on the Company’s website.
The Company’s website: https://www.smcon.co.jp.
Requests to Shareholders Regarding Measures to Prevent the Spread of COVID-19
From the viewpoint of preventing the spread of infection, we strongly request that you exercise your voting
rights in advance, in writing or via the Internet, etc. and refrain from attending the meeting in person.
If you plan to attend the meeting, please bring a face mask to wear.
The following infection prevention measures will be implemented at the reception desk upon entry, so wekindly ask for your understanding and cooperation. Please note that we will refuse entry to those who do notcooperate with the preventive measures.
1) Provision of alcohol-based disinfectant
2) Wearing face masks
3) Checking temperatures
Please note that, in order to ensure the health and safety of the other shareholders, we will refuse entry (orrequest exit from the venue) to those who are confirmed to have a fever, exhibit irregular symptoms, andthose who have been determined to be not fit to attend.
In order to prevent the spread of infection, the distance between seats will be increased, and thereby theseating capacity will be greatly reduced compared to previous years. Therefore, we ask that you please notethat you may be refused entry even if you are present at the venue on the day of the meeting.
From the viewpoint of preventing the spread of infection, the meeting will be shortened and detailed
explanations of matters to be reported (including the audit report) and proposals to be resolved will beomitted. We recommend you review the selection of documents related to the General Meeting of
Shareholders provided in this notice and posted on the Company’s website in advance.
If any developments in the situation surrounding the spread of infection or the content of announcements by
the Japanese government, etc. result in changes in the venue and/or date and time of the meeting, or changes
in the operation of the meeting, including the measures mentioned above, we will post a notification online
on the Company’s website to inform you. We ask that shareholders who plan to attend the meeting be sure tocheck for updated notifications in advance.
The Company’s website: https://www.smcon.co.jp.

-2-

Instructions on Exercising Voting Rights
If Attending the General Meeting of Shareholders
Date and time of the Meeting: Tuesday, June 29, 2021, at 10:00 a.m.
Please hand in the enclosed Voting Rights Exercise Form at the reception desk on arrival at the Meeting.
In addition, please bring this booklet for reference at the meeting.
▪ If exercising voting rights via proxy, one (1) other shareholder with voting rights may attend the General Meeting of
Shareholders as your proxy. In this case, please submit documentation to the Company proving the right to represent,such as the power of attorney. (Non-shareholding proxies, accompanying persons or anyone else who is not ashareholder may not attend the General Meeting of Shareholders.)

If Not Attending the General Meeting of Shareholders
Deadline for exercising voting rights: Monday, June 28, 2021, 5:45 p.m.
By MailPlease indicate whether you approve or disapprove of each proposal on the enclosed Voting Rights
Exercise Form and return by mail.
By the Internet
Please indicate whether you approve or disapprove of each proposal on the voting rights exercise website
designated by the Company:
https://www.web54.net/
Please see the next page for details.
If exercising voting rights by mobile phone or smartphone, etc., it is also
possible to use a barcode reader to scan the “QR Code®” shown to the rightto access the voting rights exercise website.
(QR Code is a registered trademark of DENSO WAVE CORPORATION)▪ If there is no indication of approval or disapproval for each proposal on the Voting Rights Exercise Form, it shall bedeemed as an indication of approval.
▪ If you exercise your voting rights twice, such as by writing and Internet, etc., only the later vote arriving at the Company
will be considered a valid exercise of voting rights, and if they arrive on the same day, the vote cast through the Internet,
etc., will be deemed valid.
▪ If you exercise your voting rights multiple times via the Internet, etc., only the latest vote shall be deemed valid.

-3-Instructions for Exercise of Voting Rights via the Internet, etc.
If exercising voting rights via the Internet, it is possible only by accessing the following voting rights exercise
website designated by the Company. If using a smartphone, by scanning the “QR Code” indicated on theenclosed Voting Rights Exercise Form, it is not necessary to enter the “Voting rights exercise code” and“Password” for logging-in to the voting rights exercise website for smartphones.
1. Access the Voting Rights Exercise Website
The voting rights exercise website: https://www.web54.net/
If using a mobile phone or smartphone, etc., it is also
possible to scan the “QR Code®” indicated on theright of the Voting Rights Exercise Form to access thevoting rights exercise website.
(QR Code is a registered trademark of DENSO WAVE CORPORATION)

2. LoginEnter the “Voting rights exercise code” indicated on the bottom left of your Voting Rights Exercise Form.
3. Enter Password
Enter the “Password” indicated on the bottom left of your Voting Rights Exercise Form.
Then follow the instructions on screen.
For inquiries regarding the use of the voting rights exercise website:
Sumitomo Mitsui Trust Bank, Limited
Stock Transfer Agency Web Support Dedicated Hotline[Telephone] 0120-652-031 (9 a.m. to 9 p.m. Japan time)
About the Password▪ The password is a means of verifying whether or not the person exercising voting rights is alegitimate shareholder.
Please store this password carefully until the end of this General Meeting of Shareholders.
▪ The Company shall not respond to inquiries regarding passwords by telephone.
▪ Incorrectly inputting the password more than a certain number of times will lock it anddisable it. To request reissuance of your password, please follow the on screen instructions.
About the Voting Rights Exercise Platform
Institutional investors may utilize the Voting Rights Exercise Platform operated by ICJ, Inc.

-4-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:
Appropriation of Surplus
Concerning the appropriation of surplus, the Company proposes the following.
 Matters concerning year-end dividends
The Company, seeks to strengthen its financial standing and increase its internal reserves in
preparation for future business expansion while maintaining a stable dividend policy, and determines
dividend distribution by taking comprehensive account of trends in business results as well as the future
management environment.
Based on the above policy, upon consideration of the financial contents, business results, and future
management initiatives, etc., for the 18th fiscal year, for year-end dividends for the 18th fiscal year, theCompany proposes the following.
(1) Dividend asset typeCash(2) Matters concerning distribution of dividends to shareholders and the total amount
Based on comprehensively taking into consideration the achievement of performance of the 18th
fiscal year, and the future business environments and earnings outlooks, the Company proposes a
year-end dividend of 18 yen per share.
In this case, the total amount of dividend will be 2,828,910,906 yen.
(3) Date on which the dividend of surplus becomes effective
June 30, 2021

-5-

Proposal 2:

Election of 10 Directors

The terms of office of all Directors (9 persons) will expire at the end of this Annual General Meeting of
Shareholders. In this regard, we have decided to increase the number of Directors by one (1) to further
strengthen the Company’s management structure. Accordingly, the election of ten (10) Directors is proposed.
The candidates are as follows. From the viewpoint that the Company is a comprehensive construction
company mainly in the civil engineering business and building construction business in Japan and overseas,
the Company sets a basic policy to form a well-balanced Board of Directors comprising persons withadequate knowledge regarding both businesses, as well as persons with expertise in governance, fundprocurement, and corporate management in consideration of diversity such as gender equality andinternationality. The candidates are determined at the Board of Directors upon consideration of the results ofdeliberations at the Nomination and Compensation Advisory Committee, which serves as advisory bodies tothe Board of Directors.
Furthermore, if this Proposal is approved as proposed and the candidates assume the positions of
Directors, seven (7) of the total number of fifteen (15) Directors and Audit & Supervisory Board Members
shall be Independent Directors or Independent Auditors as stipulated in Article 436-2 of the Securities
Listing Regulations of the Tokyo Stock Exchange.

No.

Name

Position1

Reappointment

Hideo
Arai

Representative
Director, Chairman

2

Reappointment

Shigetoshi
Kondo

3

Reappointment

Shoji
Kimijima

Representative
Director,
President
Representative
Director,
Executive Vice
President

4

Reappointment

Yoshitaka
Mimori5

New Candidate

Takeshi
Sagara6

Reappointment

ToshioShibata7

Reappointment

Sakio
Sasamoto

8

910Reappointment

Reappointment

New Candidate

Jun Sugie

Tamao
Hosokawa
Tsukasa
KawadaRepresentative
Director,
Executive Vice
President
Senior Managing
Executive Officer

Responsibilities

In charge of Business Innovation &Incubation Division, Global Division
and Administration Division
Division Director, Audit Department
and Secretariat
Division Director, Building
Construction Division

Chief Officer, Safety, Environment &Production Management Division
Chief Officer, DX Promotion
Division Director, Civil Engineering
Division

Attendanceat Board of
Directors
Meetings
17 out of 17
times(100%)
17 out of 17
times(100%)
17 out of 17
times(100%)

17 out of 17
times(100%)—
13 out of 13
times(100%)
17 out of 17
times(100%)

OutsideDirector
Managing
Executive Officer
Director

Independent
Director
OutsideDirector

Independent
Director
Outside17 out of 17
times(100%)

Director

17 out of 17
times(100%)

Independent
Director
Outside—Independent
Director

-6-

No.

Name
(Date of birth)

Hideo Arai
(January 11, 1955)[Reappointment]

1

2

Past experience, positions, responsibilities
and significant concurrent positions
April 1977
July 2001
April 2003
April 2010

Number ofshares of theCompany held

Joined Sumitomo Construction Co., Ltd.
General Manager, Technical Consulting Department, Civil
Engineering Administration Department, Civil Engineering Division
General Manager, Civil Engineering Technical Consulting
Department, Civil Engineering Administration Department, Civil
Engineering Business Division of the Company
Executive Officer
General Manager, Tokyo Civil Engineering BranchManaging Executive Officer
Division Director, Civil Engineering Division
Director
Senior Managing Executive Officer
Representative Director, President
Representative Director, Chairman (to present)

65,933
April 2011
April 2012
June 2012
April 2013
April 2015
April 2021
Reasons for selection as a candidate for Director
Since joining the Company, Mr. Hideo Arai has accumulated a wealth of experience from serving important posts in the civilengineering section. During his tenure as President, he successfully achieved expected goals, enhanced the Company’s capitalbase and ensured continuous return to shareholders. After taking up the post of Chairman, he has been working with his successor
Mr. Shigetoshi Kondo, current President, to strengthen corporate governance and further enrich the management structure. Basedon the fact that he has been adequately fulfilling his responsibilities, the Company has judged it appropriate to renominate him as a
candidate for Director.
Joined The Sumitomo Bank, Limited
April 1988
Senior Credit Officer, Credit Dept.1, Middle Market Banking Unit,
April 2010
Sumitomo Mitsui Banking Corporation
Shigetoshi Kondo
Deputy General Manager, Asakusabashi Corporate Business Office
April 2013
(December 24, 1965)
General Manager, Nagoya Corporate Solution Center
April 2015
General Manager, Strategic Corporate Business Dept.
[Reappointment]
Senior General Manager
April 2017
Senior Manager, Corporate Planning Department and Affiliated30,257
Business Department of the Company
Attendance at Board ofManaging
Executive
Officer
April 2018
Directors Meetings
General Manager, Corporate Planning Department
during fiscal 2020:
Senior Managing Executive Officer
April 201917 out of 17 times
Director
June 2019(100%)
Division Director, Corporate Planning Division
April 2020
Representative Director (to present), President (to present)
April 2021
Attendance at Board of
Directors Meetings
during fiscal 2020:17 out of 17 times(100%)

Reasons for selection as a candidate for Director
Besides possessing a wealth of experience in the area of management analysis, business decision making, etc. accumulated
through his banking career, Mr. Shigetoshi Kondo has adequately fulfilled his responsibilities as Division Director of Corporate
Planning Division, and is currently working with Mr. Hideo Arai, Chairman, to strengthen corporate governance and further
enrich the management structure. Based on the fact that he has been adequately fulfilling his responsibilities as top manager, theCompany has judged it appropriate to renominate him as a candidate for Director.

-7-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

Joined Sumitomo Construction Co., Ltd.
General Manager, General Affairs Department, Administration
Division
General Manager, General Affairs Department, Global Business
April 2003
Shoji Kimijima
Department of the Company(July 29, 1955)
Executive Officer
April 2011
Division Director, Secretariat (to present)
April 2012
[Reappointment]
Managing Executive Officer
April 2013
Division Director, Administration Division
44,572
Director
Attendance at Board of June 2013
SeniorManaging
Executive
Officer
April 2016
Directors Meetings
Representative Director (to present)
April 2019
during fiscal 2020:
Executive Vice President (to present)
17 out of 17 times
In charge of Business Innovation & Incubation Division, and Global(100%)
Division (to present)
Division Director, Audit Department (to present)
Division Director, Administration Division
October 2019
In charge of Administration Division (to present)
April 2021
Reasons for selection as a candidate for Director
Since joining the Company, Mr. Shoji Kimijima has accumulated a wealth of experience from serving important posts in thecorporate administration section, and currently, he is adequately fulfilling his responsibilities as the director in charge of Business
Innovation & Incubation Division, Global Division and Administration Division. Therefore, the Company has judged it
appropriate to renominate him as a candidate for Director.
Joined Sumitomo Construction Co., Ltd.
April 1979
GeneralManager, Building Construction Department, Building
January
2000
Yoshitaka Mimori
Construction
Administration Department, Tokyo Branch(March 12, 1956)
General Manager, Building Construction Department, Building
April 2003
Construction Administration Department, Tokyo Building[Reappointment]
Construction Branch of the Company
Executive Officer
April 2011
47,694
Attendance at Board of April 2013
Managing Executive Officer
Directors Meetings
Senior Managing Executive Officer
April 2015
during fiscal 2020:
Director
June 201517 out of 17 times
Division Director, Building Construction Division (to present)
April 2016
(100%)
Representative Director (to present), Executive Vice President (toApril 2018present)
April 1979
June 1999

3

4

Reasons for selection as a candidate for Director
Since joining the Company, Mr. Yoshitaka Mimori has accumulated a wealth of experience from serving important posts in thebuilding construction section, and currently, he is adequately fulfilling his responsibilities as Division Director of Building
Construction Division. Therefore, the Company has judged it appropriate to renominate him as a candidate for Director.

-8-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Joined Mitsui Construction Co., Ltd.
Construction Site Manager, Tokyo Building Construction Branch of
the Company
General Manager, Building Construction Department, Kyushu
July 2007
Takeshi Sagara
Branch(September 8, 1957)
General Manager, Kyushu Branch
April 2012
Executive Officer
April
2013
[New Candidate]
Managing Executive Officer,
April 2015
26,953Overall in charge of Construction, Building Construction Division
Attendance at Board of
Division Director, Production Management Division
April 2016
Directors Meetings
Senior Managing Executive Officer (to present)
April 2019
during fiscal 2020:
Division Director, Safety, Environment & Production Management—
Division
Chief Officer, Safety, Environment & Production Management
April 2021
Division (to present)
Chief Officer, DX Promotion (to present)
Reasons for selection as a candidate for Director
Since joining the Company, Mr. Takeshi Sagara has accumulated a wealth of experience from serving important posts in thebuilding construction section. As Division Director of Safety, Environment & Production Management Division, he has
demonstrated his excellent management skills, and currently, he is adequately fulfilling his responsibilities as Chief Officer of
Safety, Environment & Production Management Division and Chief Officer of DX Promotion. Therefore, the Company has
judged it appropriate to nominate him as a candidate for Director.
Joined Mitsui Construction Co., Ltd.
April 1985
Toshio Shibata
Civil Engineering Designing Department No.2, Civil Engineering(December 8, 1962) April 2003
Administration Department, Civil Engineering Business Division of
the Company[Reappointment]
General Manager, Civil Engineering Technical Consulting
April 2012
Department, Civil Engineering Division
17,945
Attendance at Board of April 2018
Executive Officer
Directors Meetings
General Manager, Tokyo Civil Engineering Branch
April 2019
during fiscal 2020:
Managing Executive Officer (to present)
April 2020
13 out of 13 times
Division Director, Civil Engineering Division (to present)(100%)
Director (to present)
June 2020
Reasons for selection as a candidate for Director
Since joining the Company, Mr. Toshio Shibata has accumulated a wealth of experience from serving important posts in the civilengineering section. As General Manager of Tokyo Civil Engineering Branch, which is the Company’s main branch, he has
demonstrated his excellent management skills, and currently, he is adequately fulfilling his responsibilities as Division Director of
Civil Engineering Division. Therefore, the Company has judged it appropriate to renominate him as a candidate for Director.
April 1981
April 2003

5

6

Number ofshares of theCompany held

-9-

Name
(Date of birth)

No.

Past experience, positions, responsibilities
and significant concurrent positions

April 1974
Sakio Sasamoto(December 24, 1950) December 1999
April 2001
[Reappointment]
April 2003
[Candidate for Outside
April 2005
Director][Candidate for
Independent Director] August 2005
April 2008
Attendance at Board of June 2009
Directors Meetings
during fiscal 2020:17 out of 17 times(100%)
1.

7

2.

3.

June 2012
June 2016

Joined Nippon Kokan Corporation
General Manager, Real Estate Dept.
General Manager, Legal & General Administration Dept.
Executive Assistant, General Administration and Legal Division,
JFE Holdings, Inc.
Vice President, General Manager, General Administration and Legal
Division
Vice President, General Manager, General Administration Dept.
Senior Vice President
Representative Director, President and CEO, JFE LIFE
CORPORATION
Audit & Supervisory Board Member, JFE Holdings, Inc.
Outside Director of the Company (to present)

Number ofshares of theCompany held

0

Reasons for selection as candidate for Outside Director and a summary of expected roles
1) Mr. Sakio Sasamoto is a candidate for Outside Director as stipulated by Item 7 for Clause 3 of Article 2, of theOrdinance for Enforcement of the Companies Act.
2) Mr. Sakio Sasamoto has been selected as a candidate for Outside Director as the Company wishes to have him continue
to exercise his wide range of experience regarding management of the Company. Furthermore, during his tenure as
Outside Director, he has been adequately fulfilling his responsibilities as Director of the Company, and as stated in (4.
Matters regarding Corporate Officers (6) Matters regarding Outside Officers 3) Main Activities for the Fiscal Year
Under Review) of the Business Report for the 18th fiscal year (available in Japanese only), he is appropriately fulfilling
his responsibilities during the fiscal year under review as well. Therefore, the Company has judged that he will continue
to appropriately fulfill the responsibilities of Outside Director.
3) The Company believes that he can provide useful remarks and suggestions from an independent and objective
standpoint based on his extensive experience gained through his corporate management career described in 2) above. He
is also expected to supervise the Company’s management as Chairman of the Nomination and Compensation Advisory
Committee, through involvement in matters such as the organization of board members and their compensation
structure.
Independence qualification of candidate for Outside Director
Mr. Sakio Sasamoto has served for many years at JFE Holdings Group (retired in June 2016 from all the positions of theGroup), which has transactional relationships with the Company, but the amount of business between the Group and the saidgroup is less than 1% of annual consolidated net sales of the Group and the said group, on average over the most recent three
years. The Company has judged that he does not have a possibility of conflicts of interest with general shareholders andpossesses adequate independence, and has thereby registered him as an Independent Director with the Tokyo Stock
Exchange, as stipulated in Article 436-2 of the Securities Listing Regulations. If he is reelected as Director and appointed
Outside Director, the Company plans to maintain his registration as an Independent Director.
Number of years since the candidate for Outside Director assumed office as Outside Director of the Company
The term of retention of Mr. Sakio Sasamoto as Outside Director will be five (5) years at the close of this General Meeting.

- 10 -

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1979
July 2007

8

Number ofshares of theCompany held

Joined former Ministry of Finance
Deputy Commissioner, Large Enterprise Examination and Criminal
Investigation Department, National Tax Agency
Jun Sugie
July 2008
Regional Commissioner, Kantoshinetsu Regional Taxation Bureau(June 23, 1956)
July 2009
Deputy Commissioner (International Affairs), Commissioner's
Secretariat, National Tax Agency
July 2011
Regional Commissioner, Tokyo Reginal Taxation Bureau[Reappointment]
Deputy Director-General, Japan Securities Depository Center,[Candidate for Outside December 2012
Incorporated
Director]
June 2014
Managing Director, Japan Securities Depository Center,[Candidate forIncorporated
0
Independent Director]
Managing Director, JASDEC DVP Clearing Corporation
July 2015
Senior Executive Officer, Japan Securities Depository Center,
Attendance at Board ofIncorporated
Directors Meetings
May 2017
Outside Director, IDOM Inc. (to present)
April 2018
Vice Chairman and Executive Director, The Investment Trusts
during fiscal 2020:
Association, Japan (to present)
17 out of 17 times
June
2019
Outside Director of the Company (to present)(100%)[Significant concurrent positions]・ Outside Director, IDOM Inc.
・ Vice Chairman and Executive Director, The Investment Trusts Association, Japan
1. Reasons for selection as candidate for Outside Director and a summary of expected roles
1) Mr. Jun Sugie is a candidate for Outside Director as stipulated by Item 7 for Clause 3 of Article 2, of the Ordinance for
Enforcement of the Companies Act.
2) Mr. Jun Sugie has been selected as a candidate for Outside Director as the Company wishes to have him continue toreflect his sophisticated expertise in accounting and taxation and wide range of management experience and insights in
the Company’s management. Furthermore, during his tenure as Outside Director, he has been adequately fulfilling his
responsibilities as Director of the Company, and as stated in (4. Matters regarding Corporate Officers (6) Mattersregarding Outside Officers 3) Main Activities for the Fiscal Year Under Review) of the Business Report for the 18th
fiscal year (available in Japanese only), he is appropriately fulfilling his responsibilities during the fiscal year underreview as well. Therefore, the Company has judged that he will continue to appropriately fulfill the responsibilities of
Outside Director.
3) The Company believes that he can provide useful remarks and suggestions from an independent and objective
standpoint based on his sophisticated expertise in accounting and taxation and wide range of management experienceand insights in the Company’s management described in 2) above. He is also expected to supervise the Company’s
management as a member of the Nomination and Compensation Advisory Committee, through involvement in matterssuch as the organization of board members and their compensation structure.
4) IDOM Inc., where Mr. Jun Sugie serves as Outside Director, received an order for action from the Consumer Affairs
Agency in December 2017 for allegedly conducting misleading representations which fall under Item 2 for Article 5 of
the Act against Unjustifiable Premiums and Misleading Representations and are prohibited by the provisions of the same
Article. Although he had not known the fact until it was revealed, he constantly made recommendations regarding
compliance to IDOM Inc. After the fact was revealed, he received detailed information about the conduct in question
from Directors and employees, identified points for improvement, and examined measures such as strengthening inhouse investigative systems for advertisements and preventive measures including legal training within IDOM Inc.
2. Independence qualification of candidate for Outside Director
In view of the fact that no transactions exist between the Company and IDOM Inc. and The Investment Trusts Association,
where Mr. Jun Sugie concurrently serves, the Company has judged that he does not have a possibility of conflicts of interest
with general shareholders and possesses adequate independence qualification, and has thereby registered him as an
Independent Director with the Tokyo Stock Exchange, as stipulated in Article 436-2 of the Securities Listing Regulations. If
he is reelected as Director and appointed Outside Director, the Company plans to maintain his registration as an Independent
Director.
3. Number of years since the candidate for Outside Director assumed office as Outside Director of the Company
The term of retention of Mr. Jun Sugie as Outside Director will be two (2) years at the close of this General Meeting.

- 11 -

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

May 1993
October 2003
April 2004
January 2016
June 2017[Reappointment][Candidate for Outside June 2019
April 2021
Director][Candidate for
Independent Director]

Became a journalist (to present)
Member of the Shinagawa Ward Board of Education
Part-time lecturer (modern politics), Seisa University (to present)
Director, Chiba Institute of Technology (retired in January 2020)
Director, Japan Institute for National Fundamentals (to present)
Outside Director of the Company (to present)
Member of Gender Equality Bureau Cabinet Office (to present),
Member of Council for Information Disclosure and Personal
Information Protection, Tokyo Metropolitan Government (to0present)[Significant concurrent positions]
Attendance at Board of ・ Journalist
Directors Meetings ・ Part-time lecturer (modern politics), Seisa University
during fiscal 2020: ・ Director, Japan Institute for National Fundamentals
17 out of 17 times ・ Member of Gender Equality Bureau Cabinet Office・ Member of Council for Information Disclosure and Personal Information Protection,(100%)
Tokyo Metropolitan Government
1. Reasons for selection as candidate for Outside Director and a summary of expected roles
1) Ms. Tamao Hosokawa is a candidate for Outside Director as stipulated by Item 7 for Clause 3 of Article 2, of theOrdinance for Enforcement of the Companies Act.
2) Ms. Tamao Hosokawa has been selected as a candidate for Outside Director as the Company wishes to have her
continue to reflect her objective point of view and broad knowledge as journalist in the Company’s management.
Furthermore, during her tenure as Outside Director, she has been adequately fulfilling her responsibilities as Director of
the Company, and as stated in (4. Matters regarding Corporate Officers (6) Matters regarding Outside Officers 3) Main
Activities for the Fiscal Year Under Review) of the Business Report for the 18th fiscal year (available in Japanese only),
she is appropriately fulfilling her responsibilities during the fiscal year under review as well. Therefore, the Company
has judged that she will continue to appropriately fulfill the responsibilities of Outside Director.
3) The Company believes that she can provide useful remarks and suggestions from an independent and objective
standpoint reflecting her objective point of view and broad knowledge gained through her career as a journalist
described in 2) above. She is also expected to supervise the Company’s management as a member of the Nomination
and Compensation Advisory Committee, through involvement in matters such as the organization of board members andtheir compensation structure, besides participating in the promotion of the Company’s diversity through her advice andsuggestions for women empowerment.
2. Independence qualification of candidate for Outside Director
Ms. Tamao Hosokawa has assumed the office of a Director of Chiba Institute of Technology (retired in January 2020), which
has transactional relationships with the Company, but the amount of business between the Group and the said institute is lessthan 1% of annual consolidated net sales of the Group, on average over the most recent three years. The Company has judgedthat she does not have a possibility of conflicts of interest with general shareholders and possesses adequate independence,and has thereby registered her as an Independent Director with the Tokyo Stock Exchange, as stipulated in Article 436-2 ofthe Securities Listing Regulations. If she is reelected as Director and appointed Outside Director, the Company plans tomaintain her registration as an Independent Director.
3. Number of years since the candidate for Outside Director assumed office as Outside Director of the Company
The term of retention of Ms. Tamao Hosokawa as Outside Director will be two (2) years at the close of this General Meeting.
4. Ms. Tamao Hosokawa’s legal name in the family register is Tamao Katahira.
Tamao Hosokawa(July 12, 1968)

9

Number ofshares of theCompany held

- 12 -

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

April 1977
January 1995

10

Joined Ministry of Foreign Affairs
Director, Human Rights and Refugees Division, Foreign Policy
Bureau, Ministry of Foreign Affairs
February 1999
Counsellor, Japanese Embassy in the Philippines
February 2001
Minister, Japanese Embassy in France
Tsukasa Kawada
June 2003
Deputy Director-General for Press and Public Diplomacy(March 28, 1955)
August 2005
Consul-General of Japan in Sydney
September 2007
Consul-General of Japan in Strasbourg[New Candidate]July 2009
Chief of Protocol, Headquarters of the Governor of Tokyo[Candidate for Outside June 2010
Director-General, Consular Affairs Bureau, Ministry of Foreign
Director]
Affairs
September 2011
Ambassador Extraordinary and Plenipotentiary to Algeria[Candidate for0
Ambassador Extraordinary and Plenipotentiary in charge of
Independent Director] October 2014
International Cooperation for Countering Terrorism andInternational Organized Crime
Attendance at Board ofJune 2016
Ambassador Extraordinary and Plenipotentiary in charge of
Directors Meetings
Okinawan Affairs
during fiscal 2020:
June 2018
Ambassador Extraordinary and Plenipotentiary to Poland—
November 2020
Retired from Ministry of Foreign Affairs
February 2021
Advisor to Mitsui Sumitomo Insurance Company, Limited (topresent)[Significant concurrent positions]・ Advisor to Mitsui Sumitomo Insurance Company, Limited
1. Reasons for selection as candidate for Outside Director and a summary of expected roles
1) Mr. Tsukasa Kawada is a candidate for Outside Director as stipulated by Item 7 for Clause 3 of Article 2, of theOrdinance for Enforcement of the Companies Act.
2) During his service at Ministry of Foreign Affairs, Mr. Tsukasa Kawada has gained sophisticated expertise and extensive
experience in international affairs by serving important posts including Ambassador in several countries. He has been
selected as a candidate for Outside Director as the Company expects him to use the said expertise and experience to help
the Company achieve its managerial goals, such as developing its international business and promoting its globalization.
For the reason given above, the Company has judged that Mr. Kawada will perform his duties as Outside Director in an
appropriate manner.
3) The Company believes that he can provide useful remarks and suggestions from an independent and objective
standpoint based on his sophisticated expertise and extensive experience in international affairs described in 2) above.
He is also expected to supervise the Company’s management as a member of the Nomination and Compensation
Advisory Committee, through involvement in matters such as the organization of board members and theircompensation structure.
2. Independence qualification of candidate for Outside Director
Mr. Tsukasa Kawada is currently an Advisor to Mitsui Sumitomo Insurance Company, Limited, which has transactional
relationships with the Company, but the amount of business between the Group and the said company’s group is less than
1% of annual consolidated net sales of respective groups, on average over the most recent three years. The Company has
judged that he does not have a possibility of conflicts of interest with general shareholders and possesses adequate
independence, and plans to register him as an Independent Director with the Tokyo Stock Exchange, as stipulated in Article
436-2 of the Securities Listing Regulations, if he is elected as Director and appointed Outside Director.
(Notes) 1. There are no special interests between each candidate and the Company.
2. Mr. Sakio Sasamoto, Mr. Jun Sugie and Ms. Tamao Hosokawa have respectively concluded an agreement to limit
liability of Clause 1 of Article 423 of the Companies Act with the Company, and the ceiling of the indemnity basedon fore mentioned agreement shall be the minimum amount stipulated by laws and regulations. If they are reelected
as Directors and appointed Outside Directors, the Company plans to keep the above liability limitation agreementwith each of them. Also, if Mr. Tsukasa Kawada is elected as Director and appointed Outside Director, the Company
plans to conclude the same liability limitation agreement with him.
3. The Company has concluded a directors and officers liability insurance contract with an insurance company. The
insurance contract covers compensation for damages and litigation costs that may be incurred by the insured when
any claim for damages is filed against it for its act made on the basis of its position as the Company’s Director or
Officer. All of the candidates to be reappointed, as well as new candidate Mr. Takeshi Sagara, are already insured
and will continue to be insured under the insurance contract after their appointment. Mr. Tsukasa Kawada, the othernew candidate will be insured under the insurance contract, once he is appointed.
In addition, the Company plans to renew the contract with same contents at the time of the next renewal.

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