The English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese prevails.
Securities Code: 1720
June 7, 2023
To Our Shareholders:

1-16-14 Shibuya, Shibuya-ku, Tokyo

Tokyu Construction Co., Ltd.
Mitsuhiro Terada, Representative Director, President

Notice of the 20th Annual General Meeting of Shareholders
The Company would hereby like to announce shareholders the Company’s 20th Annual General Meeting of Shareholders
as described below.
The Company has decided to provide the information that constitutes the reference document for the Annual General
Meeting of Shareholders electronically (information provided electronically) for the convocation of this Annual General
Meeting of Shareholders and has published it on the following websites on the internet. Please access either of thesewebsites and confirm the information.
[The Company’s website]
https://www.tokyu-cnst.co.jp/en/ir/stock/meeting/[Tokyo Stock Exchange website (Japan Exchange Group Company Announcements Service)]https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show(Please access the above Tokyo Stock Exchange website, enter “Tokyu Construction Co., Ltd.” or “1720” inthe “Search condition” and search. Then, click “Basic information” and select “Documents for public
inspection/PR information.” Under “Documents for public inspection,” please access and confirm the “Noticeof the 20th Annual General Meeting of Shareholders/the Reference Document for the Annual Meeting of
Shareholders.”)
If you will not attend the meeting on the day, you may exercise your voting rights either via the internet, etc., or by postinga document so please consider the “Reference Document for the Annual Meeting of Shareholders” and exercise yourvoting rights by 6.00 p.m. on June 26 (Monday), 2023.
Sincerely yours,

-1-

1.

Date:

2.

Venue:

3.

Purposes:
Items to be reported:

10:00 a.m., June 27 (Tuesday), 2023
(Reception will begin at 9:00 a.m.)Ballroom, B2F, Cerulean Tower Tokyu Hotel
26-1 Sakuragaoka-cho, Shibuya-ku, Tokyo1.

2.

The business report, the consolidated financial statements and the results ofconsolidated financial statement audits by the Accounting Auditor and the
Audit & Supervisory Board for the 20th business period (April 1, 2022 toMarch 31, 2023)
The non-consolidated financial statements for the 20th business period(April 1, 2022 to March 31, 2023)

Items to be resolved:
Agenda No. 1:
Appropriation of Retained Earnings
Agenda No. 2:
Election of Ten (10) Directors
Matters determined for the convocation of this Annual General Meeting of Shareholders

4.



If voting rights are exercised both via the internet and in writing, the rights exercised via the internet will be valid.
In addition, if voting rights are exercised multiple times via the internet, the final exercise of voting rights will bevalid.
If there is no indication of whether or not the shareholder agrees to an agenda item on a returned document for
the exercise of voting rights, the Company will assume that the shareholder has declared their intention to agree.

Please kindly note that no gifts will be given to attendees at this Annual General Meeting of Shareholders.
〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰 〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰

In accordance with laws and ordinances and the provisions of Article 16, Paragraph 2 of the Company’s Articles of Incorporation, this Notice of the20th Annual General Meeting of Shareholders does not include the following items found in the information provided electronically.
 The circumstances of the accounting auditor and the system to secure the appropriateness of business operations and the outline of the operating
circumstances of the said system of the Business Report The Consolidated Statements of Changes in Net Assets and the Notes to the Consolidated Financial Statements of the Consolidated Financial
Statements
 The Non-consolidated Statements of Changes in Net Assets and the Notes to the Non-consolidated Financial Statements of the Non-consolidated
Financial Statements
These items are part of the Consolidated Financial Statements and Non-consolidated Financial Statements audited when the accounting auditor prepares
the Accounting Audit Report, and part of the Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements audited
when the members of the Audit & Supervisory Board prepare the Audit Report.
Results of resolutions at this Annual General Meeting of Shareholders will be listed on the Company’s website via the Internet after this Annual General
Meeting of Shareholders, in lieu of notifying you in writing.
If the information provided electronically is revised, the Company will publish the items before and after the revision on the Company’s website andthe Tokyo Stock Exchange website on the internet.

-2-

Reference Document for the Annual Meeting of Shareholders
Meeting Agenda and Referential Matters
Agenda No. 1: Appropriation of Retained Earnings
The Company recognizes the importance of capital efficiency while emphasizing stable and sustained profit returns
to shareholders, which are less susceptible to short-term profit volatility. In line with this policy, the Company
aims to pay dividends of 4% or higher in the dividend on equity ratio (DOE) satisfying both ROE of 10% or higher,
which is a medium- to long-term performance target, and a consolidated payout ratio of 40% or higher.
Based on this policy, the Company will request appropriation of retained earnings as follows:
Year-end Dividend(1) Matters concerning allocation of dividend property to shareholders and total amount thereof
18 yen per common share of the Company

Total amount: ¥ 1,912,108,842

As a result, the annual dividend for the fiscal year ended March 31, 2023, will be 36 yen per share, combinedwith the interim dividend of 18 yen.
(2) Effective date on which dividends are disbursed from retained earnings
June 28, 2023

-3-

Agenda No. 2: Election of Ten (10) Directors
The terms of office of all of the current Directors will expire at the close of this General Meeting of Shareholders.
Accordingly, we propose the election of ten (10) Directors (including four (4) External Directors), increasing thenumber of Directors by two (2) to strengthen the management system further.
The candidates for Directors are as follows.
[Reference: List of Candidates]
Candidate
No.

Name

Current positions
Representative Director,

Appointments Attendance atandBoard of
Remunerations
Directors
Committee
meetings

16/16 meetings

1

Reappointed

Mitsuhiro Terada

2

Reappointed

Masatoshi Shimizu

3

Reappointed

Setsu Hamana

Director

4

Reappointed

External

Independent Officer

Isao Onda

Director

5

Reappointed

External

Independent Officer

Kahori Yoshida

Director●

6

Reappointed

External

Independent Officer

Kunihiro Koshizuka

Director●

7

Reappointed

External

Independent Officer

Tsutomu Tsunashima Director

●

8

Newly
Appointed

Yoshihiko Suwa

*

*

9

Newly
Appointed

Tomoya Masuda

*

*

10

Newly
Appointed

Yoshihiro Akada**

President●

Director, Senior Managing(100%)
16/16 meetings

Executive Officer(100%)●

13/13 meetings(100%)●

16/16 meetings(Chairperson)(100%)
16/16 meetings(100%)
16/16 meetings(100%)
16/16 meetings(100%)

Notes: 1. The attendance at Board of Directors meetings of Mr. Setsu Hamana reflects only those meetings held
following his appointment as a Director on June 24, 2022.
2. No description marked with * means not being applicable due to a newly appointed candidate.

-4-

1

Mitsuhiro Terada

Reappointed(March 1, 1957)

Brief profile, position, responsibility and significant concurrent positions

 Number of theCompany’s shares
owned
52,263 shares Term of Office for
Director
11 years Attendance at Board of
Directors meetings:
16/16 meetings (100%)

April 1979
June 2010
April 2012
June 2012
April 2013
April 2016
April 2018
June 2019

Joined Tokyu Construction Co., Ltd.
Executive Officer of the Company
Managing Executive Officer of the Company
Director, Managing Executive Officer of the Company
General Manager, Civil Engineering Division of the Company
Director, Senior Managing Executive Officer of the Company
Representative Director, Senior Executive Vice President of
the Company
Representative Director, President of the Company (topresent)

 Reasons for the election of candidate for Director
Mr. Terada has abundant management experience at the Company and has led
the Group strongly as Representative Director and President, so he has been reelected as a candidate for Director because it can be expected that he willcontribute to the sustainable growth of the Group and the improvement of its
medium to long-term corporate value.

2

Masatoshi Shimizu

Reappointed(January 20, 1959)

Brief profile, position, responsibility and significant concurrent positions
April 1982
April 2012
April 2017
 Number of theCompany’s shares
owned
21,498 shares Term of Office for
Director
6 years Attendance at Board of
Directors meetings:
16/16 meetings (100%)

June 2017
April 2020
April 2021

Joined Tokyu Construction Co., Ltd.
Executive Officer of the Company
Managing Executive Officer of the Company
General Manager, Business Administration Division of theCompany
Director, Managing Executive Officer of the Company
Director, Senior Managing Executive Officer of the Company(to present)
General Manager of Corporate Strategy Division, in charge ofBusiness Administration Division of the Company (topresent)

 Reasons for the election of candidate for Director
Mr. Shimizu has rich management experience at the Company and strong
insights pertaining to overall business administration, so he has been re-elected
as a candidate for Director because it can be expected that he will contribute to
the sustainable growth of the Group and the improvement of its medium to longterm corporate value.

-5-

3

 Number of theCompany’s shares
owned
0 shares Term of Office for
Director
1 year Attendance at Board of
Directors meetings:
13/13 meetings (100%)

Setsu Hamana

Reappointed(July 25, 1960)

Brief profile, position, responsibility and significant concurrent positions
April 1983
Joined Tokyu Corporation (“Tokyu”)
April 2011
Executive Officer of Tokyu
Executive General Manager of Building Headquarters,
Urban Life Development Business Unit of Tokyu
June 2014
Director & Executive Officer of Tokyu
April 2015
Deputy Executive General Manager of Urban
Development Business Unit of Tokyu
April 2017
Director & Corporate Consultant of Tokyu
President & Representative Director of Tokyu Facility
Service Co., Ltd.
April 2019
Director & Executive Officer of Tokyu
Executive General Manager of Building Operations
Business Headquarters of Tokyu
Director & Executive Officer of Tokyu
September 2019
Director & Managing Executive Officer of Tokyu (toApril 2020
present)
Director of the Company (to present)
June 2022(Significant concurrent positions)
Director & Managing Executive Officer of Tokyu Corporation
 Reasons for the election of candidate for Director
Mr. Hamana is the Director of Tokyu Corporation, a core company of the Tokyu
Group. He has been elected as a candidate for Director due to his richmanagement experience in and broad insights into real estate, human resources,
labor, etc. as well as the Company’s expectations that he will contribute to theCompany’s management using his opinions from the viewpoint of one familiar
with the overall knowledge of business administration.

-6-

4

 Number of theCompany’s shares
owned
0 shares Term of Office for
Director
3 years Attendance at Board of
Directors meetings:
16/16 meetings (100%)

Isao Onda(April 4, 1949)

Reappointed

External

Independent Officer

Brief profile, position, responsibility and significant concurrent positions
October 1973
Joined EIKO Accounting Corporation (current Ernst &Young ShinNihon LLC)
July 1990
Partner of Century Audit Corporation (“Century”),
Manager of Chiba office
June 1993
Director and Partner of Century, Manager of businessdevelopment department, and Manager of Chiba office
June 2002
Executive Director and Partner of Ernst & Young
ShinNihon Audit Corporation, General Manager incharge of public stock offering business and public
accounting business, Deputy General Manager in chargeof general consulting business, and Manager of Chiba
officeSeptember 2008
Executive Director of Ernst & Young ShinNihon LLC(“EY ShinNihon”), Department Head in charge ofoversight of advisory services
Ernst & Young Global Japan Area Advisor
September 2010
Advisor of EY ShinNihon
October 2010
Special Advisor of GTM Research Institute Inc.
April 2011
Representative Director, President of GTM ResearchInstitute Inc. (to present)
June 2012
Audit & Supervisory Board Member of the Company
January 2019
Partner of GTM Tax Co. (to present)
Visiting professor of Institute for Technology, Enterprise
April 2019
and Competitiveness, Doshisha University (to present)
June 2020
Director of the Company (to present)(Significant concurrent positions)Representative Director, President of GTM Research Institute Inc.
Partner of GTM Tax Co.
Visiting professor of Institute for Technology, Enterprise and Competitiveness,
Doshisha University
 Reasons for proposing the candidate for External Director and outline of
expected roles
Mr. Onda has abundant experience and broad insights as a business manager,
as well as his professional expertise as a certified public accountant andcertified tax accountant. He has been re-elected as a candidate for External
Director with the expectation that he will contribute to oversight of overallbusinesses with his beneficial advice and opinions through his expertise andexperience.

-7-

5

 Number of theCompany’s shares
owned
0 shares Term of Office for
Director
4 years Attendance at Board of
Directors meetings:
16/16 meetings (100%)

Kahori Yoshida(December 19, 1972)

Reappointed

External

Independent Officer

Brief profile, position, responsibility and significant concurrent positions
April 1996
Joined Recruit Cosmos Co., Ltd.
September 2010
Passed the bar examination
December 2011
Joined Yoshiko Takagi Law Firm (current T&T Partners
Law Office) (to present)
Registered as Lawyer
April 2012
Member of the Operation Committee for Housing
Dispute Examination Meeting, Daini Tokyo Bar
Association (to present)
November 2018
Special member of the Chuo Construction Project
Dispute Examination Committee, the Ministry of Land,
Infrastructure, Transport, and Tourism (to present)
June 2019
Director of the Company (to present)
August 2020
Member of the Central Review Council for Kenchikushi,
the Ministry of Land, Infrastructure, Transport andTourism (to present)
Professional Member of Architecture Subcommittee, theSocial Infrastructure Improvement Council, the Ministryof Land, Infrastructure, Transport and Tourism (Team forpreventive measures for accidents and disasters ofbuildings) (to present)
October 2020
Temporary Member of the Japanese Industrial Standards
Committee, the Ministry of Land, Infrastructure,
Transport and Tourism (to present)
October 2021
Commissioner of Tokyo housing Policy Making
Advisory Board (to present)
April 2022
Special researcher of Tokyo Metropolitan Building
Examination Committee (to present)(Significant concurrent positions)
Lawyer (T&T Partners Law Office) Reasons for proposing the candidate for External Director and outline of
expected roles
Ms. Yoshida has professional expertise as a lawyer and work experience in thereal estate industry, and has been re-elected as a candidate for External Director
with the expectation that she will contribute to oversight of overall corporate
businesses with her beneficial advice and opinions through her expertise andexperience. Although she has no experience of having been directly engaged incorporate management, the Company believes, based on the reason above, shewill be able to accomplish her duties as External Director.

-8-

6

 Number of theCompany’s shares
owned
0 shares Term of Office for
Director
2 years Attendance at Board of
Directors meetings:
16/16 meetings (100%)

Kunihiro
Koshizuka

Reappointed

External(September 30, 1955)
Independent Officer

Brief profile, position, responsibility and significant concurrent positions
April 1981
Joined Konishiroku Photo Industry Co., Ltd. (current
KONICA MINOLTA, INC.)
April 2012
Executive Officer, Manager in charge of Technology
Strategy, Corporate R&D Department of KONICAMINOLTA, INC.
April 2013
Executive Officer, Manager in charge of Technology
Strategy and General Manager in charge of Developmentof KONICA MINOLTA, INC.
April 2014
Executive Vice President and Executive Officer, General
Manager in charge of Corporate R&D Headquarters andManager in charge of Technology Strategy of KONICAMINOLTA, INC.
April 2015
Executive Vice President and Executive Officer, General
Manager in charge of Business Development and General
Manager in charge of Corporate R&D Headquarters of
KONICA MINOLTA, INC.
June 2015
Director, Executive Vice President and Executive Officer,
General Manager in charge of Business Development andGeneral Manager in charge of Corporate R&D
Headquarters of KONICA MINOLTA, INC.
April 2016
Director, Executive Vice President and Executive Officer,
General Manager in charge of Business Development andin charge of Technology of KONICA MINOLTA, INC.
Senior Technical Advisor of KONICA MINOLTA, INC.
June 2019
May 2020
Outside Director of AEON MALL Co., Ltd. (to present)
June 2021
Director of the Company (to present)
June 2022
Outside Director of WILL GROUP, INC. (to present)
Outside Director of F.C.C. CO., LTD. (to present)(Significant concurrent positions)
Outside Director of AEON MALL Co., Ltd.
Outside Director of WILL GROUP, INC.
Outside Director of F.C.C. CO., LTD.
 Reasons for proposing the candidate for External Director and outline of
expected roles
Mr. Koshizuka has professional expertise in digital and science technology witha wealth of experience and broad insights with respect to technical strategy
formulation, new business creation, and large acquisition deals. He has been reelected as a candidate for External Director with the expectation that he willcontribute to oversight of the overall businesses with his beneficial advice andopinions through his expertise and experience.

-9-

7

 Number of theCompany’s shares
owned
0 shares Term of Office for
Director
2 years Attendance at Board of
Directors meetings:
16/16 meetings (100%)

 Term of Office for
Director― Attendance at Board of
Directors meetings:―

Reappointed

External(September 8, 1956)
Independent Officer

Brief profile, position, responsibility and significant concurrent positions
April 1979
Joined Yasuda Trust And Banking Company, Limited(current Mizuho Trust & Banking Co., Ltd.)
April 2007
Executive Officer, Manager of Osaka Branch, Mizuho
Trust & Banking Co., Ltd.
April 2008
Managing Executive Officer, Manager of Osaka Branch,
Mizuho Trust & Banking Co., Ltd.
April 2010
President & CEO of Urban Research Institute Corp.
June 2011
Outside Auditor of DYNIC CORPORATION
June 2015
Outside Audit & Supervisory Board Member of NIPPONSIGNAL CO., LTD.
Outside Director of Chuo Warehouse Co., Ltd.
June 2016
Director of the Company (to present)
June 2021
 Reasons for proposing the candidate for External Director and outline of
expected roles
Mr. Tsunashima has gained broad insights through his career with a wealth ofexperience as a business manager at a think tank specialized in the real estatebusiness, as well as years of experience as an officer in business execution at
the trust bank. He has been re-elected as a candidate for External Director withthe expectation that he will contribute to oversight of the overall businesses withhis beneficial advice and opinions through his expertise and experience.

8

 Number of theCompany’s shares
owned
6,393 shares

Tsutomu
Tsunashima

Yoshihiko Suwa

(August 3, 1956)

Newly
Appointed

Brief profile, position, responsibility and significant concurrent positions
April 1980
Joined Tokyu Construction Co., Ltd.
April 2010
General Manager, Safety & Environment Division of theCompany
April 2011
Executive Officer of the Company
April 2013
General Manager, Housing and Residential Division of
the Company
March 2017
Representative Director, President and Executive Officer
of TOKYU GEOX CO., LTD.
April 2023
Advisor of the Company (to present) Reasons for the election of candidate for Director
Mr. Suwa has rich management experience at the Company and strong insights
pertaining to safety and environment, etc. as well as abundant experience andbroad insights as a business manager, so he has been re-elected as a candidate
for Director because it can be expected that he will contribute to the sustainablegrowth of the Group and the improvement of its medium to long-term corporate
value.

-10-

9

 Number of theCompany’s shares
owned
2,909 shares Term of Office for
Director― Attendance at Board of
Directors meetings:―

Tomoya Masuda

 Term of Office for
Director― Attendance at Board of
Directors meetings:―

Newly
Appointed

Brief profile, position, responsibility and significant concurrent positions
April 1984
Joined Tokyu Construction Co., Ltd.
April 2017
Executive Officer of the Company
April 2018
Deputy General Manager, Urban Development Branch,and General Manager, Building Department 1 of theCompany
April 2020
Managing Executive Officer of the Company
General Manager, Building Construction Division of theCompany (to present)
April 2022
Senior Managing Executive Officer of the Company
 Reasons for the election of candidate for Director
Mr. Masuda has rich management experience at the Company and strong
insights pertaining to building construction and digital innovation, etc. so hehas been re-elected as a candidate for Director because it can be expected that
he will contribute to the sustainable growth of the Group and the improvementof its medium to long-term corporate value.

10 Yoshihiro Akada

 Number of theCompany’s shares
owned
2,763 shares(March 10, 1959)(December 26, 1961)

Newly
Appointed

Brief profile, position, responsibility and significant concurrent positions
April 1984
Joined Tokyu Construction Co., Ltd.
April 2018
General Manager, Business Management Department,
Civil Engineering Division of the Company
April 2019
Executive Officer of the Company
April 2022
Managing Executive Officer of the Company (to present)
General Manager, Civil Engineering Division of theCompany (to present)
April 2023
In charge of International Business of the Company (topresent)
 Reasons for the election of candidate for Director
Mr. Masuda has rich management experience at the Company and strong
insights pertaining to civil engineering and international business, etc. so he has
been re-elected as a candidate for Director because it can be expected that hewill contribute to the sustainable growth of the Group and the improvement of
its medium to long-term corporate value.

-11-

Notes:1. Special conflict of interests between the candidates and the Company(1) Mr. Setsu Hamana is Director of Tokyu Corporation and the company holds 15,362 thousand shares of theCompany (holding ratio of 14.46%). In addition, the company and the Company perform businesses under thesame category, and the company is a major counterpart for the Company’s deals. The Company has transactions
such as orders for construction projects with the company.
(2) There is no special conflict of interests between the other candidates and the Company.
2. Isao Onda, Kahori Yoshida, Kunihiro Koshizuka, and Tsutomu Tsunashima satisfy the Company’s criteria for the
independence of External Directors set forth in the page 15 and are candidates for independent officers pursuant to
the regulations of the Tokyo Stock Exchange, Inc.
3. Limited liability agreement
The Company has concluded agreements with Setsu Hamana, Isao Onda, Kahori Yoshida, Kunihiro Koshizuka, andTsutomu Tsunashima to limit their respective liabilities for damages referred to in Article 423 (1) of the Companies
Act pursuant to the provision of Article 427 (1) of said Act. The maximum amount of liability for damages prescribedin such agreement is the minimum liability amount stipulated in the items of Article 425 (1) of said Act. The
Company plans to extend the aforementioned limited liability agreements if their re-election is approved.
4. Directors’ Liability Insurance Contracts
The Company has a directors’ liability insurance contract stipulated in Article 430-3, (1) of the Companies Act with
the insurance company which covers liability for damages and litigation costs of an insured person that arises fromcompensation claims to the insured person for damages due to the insured person’s acts in the use of his or her
position during the insurance period. Each candidate will become an insured person of the said contract upon theappointment as Director, and the said contract will be renewed in the midst of his or her term of office.
5. Candidates for Directors
Decisions have been made by the Board of Directors after receiving reports from the Appointments andRemunerations Committee, which is chaired by the leading Independent External Director and the majority of whose
members are Independent External Directors.

-12-[Reference: Policy on the Appointment of Candidates for Director and Audit & Supervisory Board Members]
The Company determines candidates for Director and Audit & Supervisory Board members based on the results of pastfiscal years, the state of execution of duties, etc., in consideration gender, age, skills and the diversity of composition of
the Board of Directors. In addition, the Company has established the following eight items as the skills required for thepromotion of the medium-term management plan aimed at the achievement of the Company’s vision, “VISION2030,”
and determines candidates on the Board of Directors with the advice of the Appointments and Remunerations
Committee, which is chaired by the leading Independent External Director, in consideration of the balance of theseskills.

Name
Directors
Mitsuhiro
TeradaMasatoshi
Shimizu
Setsu
HamanaExternal
Independent
External
KahoriIndependent
YoshidaExternal
Kunihiro
Koshizuka Independent
External
Tsutomu
Tsunashima Independent

Isao Onda

Corporate Knowledge of Laws and Finance andManagement the Industry Compliance Accounting

*

*

*

*

*

*

Development
Internationalof HumanMindsetResources

*
*

*

*

*

*

*

*
*

*
*

*

*
*

*

*

*
*

*

*

*
*

*

*

*
*

*

*

*

*

*

*

Yoshihiko*
Suwa
TomoyaMasudaYoshihiro
Akada
Audit & Supervisory Board Members
Satoshi
Hashimoto
MasashiOchiai
External
Youichi
Saito
Independent
External
Yoshikazu
Independent
Kato
External
Kazuo*
Kitamura Independent

*

*

*
*

DigitalSustainability
Innovationand ESG

*
*

*

*

*

*

*
*

*
*

Reason for selection of each item of the skills matrix
Item
Reason for selection
The Company thinks that knowledge and expertise of corporate management as the director, etc., of an
Corporate management operating company is required for the promotion of long-term management plans and the sustainableimprovement of corporate value.
The construction industry is the Company’s core industry and the Company thinks that having detailed
Knowledge of theknowledge of the construction industry and being experienced in the formulation and execution of businessindustry
strategies, etc., is required for the sustainable improvement of corporate value.
The Company thinks that knowledge and experience of the law and compliance is required forLaws and complianceimprovement of the effectiveness of management supervision on the Board of Directors.
The Company thinks that knowledge and experience of finance and accounting is required for the building
Finance and accountingof strong financial foundations and the sustainable improvement of corporate value.
The Company thinks that knowledge and experience of human resource development, diversity, humanDevelopment of humanresource management, etc., is required because it positions human resources as one of the sources ofresources
competitive superiority in the basic policy for its long-term management plan.

-13-

International mindset

Digital innovation

Sustainability and ESG

The Company thinks that experience of international business, etc., and knowledge of international affairs
are required because it positions and focuses on international business as strategic business in its long-term
management plan.
The Company thinks that knowledge and experience of digital technology, the creation of new business,
etc., is required because it positions digital technology as one of the sources of competitive superiority andfocuses on the new business as strategic business in the basic policy for its long-term management plan.
The Company thinks that knowledge and experience of ESG (environment, society and governance) is
required because it has raised the practice of sustainable management that creates resolutions to social
issues and economic value in VISION2030.

-14-

[Reference: Standard for Independence of External Directors and Audit & Supervisory Board Members]

The Company determines External Officers (External Directors and Audit & Supervisory Board Members) who
satisfy with the following requirements as independent officers (Independent External Directors and Independent
Audit & Supervisory Board Members) without any risk of conflict of interest with general shareholders.
1.

External Officers do not fall into the following category:

1)

Executive persons1 of the Company and its subsidiaries (hereinafter, referred to as the “Group”);

2)

A counterparty which has transactions principally with the Group2, or its executive persons;

3)

Major counterparty3 of the Group or its executives;

4)

A consultant, accounting professional or legal professional who has been paid a large amount of moneyor other assets4 in addition to the External Director’s remunerations (in the event that such person is a
corporation or other association such as union, a person who belongs to such association);5)

An accounting auditor of the Group or a certified public accountant who belongs to an audit corporationthat is an accounting auditor of the Group;

6)

A person who receives donations or subsidies exceeding certain amount5 from the Group (in the eventthat a person who receives such donation or subsidy is a corporation or other association such as union,
executive persons of such association);7)

A major financial institution6 from which the Group has borrowed or executive persons of its parent
company or subsidiary;

8)

A major shareholder7 of the Group or in the event that such shareholder is a corporation, executive
persons of such corporation;

9)

Executive persons in a company which the Group is a major shareholder;10) A company which Director (regardless of full-time or part-time) is sent from the Group or executive
persons of its parent company or subsidiary; or
11) Persons who have recently fallen into the category of any of (1) to (10) above.
2.
3.

External officers are not close relative, etc.9 of persons who fall into the category of (1) to (11) in 1 above(limited to those who have important positions8).
Even though an External Officer satisfies the requirements of 1 and 2 above, if he/she is not considered to be
independent due to other reasons, the Company shall not deem him/her as an independent officer.

Notes:
1. Executive persons mean executives stipulated by Item 6 in Paragraph 3 of Article 2 of the Ordinance for Enforcementof the Companies Act and include executive Directors and employees, but not Audit & Supervisory Board Members
and Auditors.
2. A counterparty which has transactions principally with the Group means a counterparty which received paymentsfrom the Company, which accounted for more than 2% of its annual consolidated sales in any year of the most recent
three fiscal years.
3. A major counterparty of the Group is a counterparty whose payments to the Company accounted for more than 2%of the Company’s annual consolidated sales in any year of the most recent three fiscal years.
4. A large amount of money or other assets means money or other assets other than Director’s remuneration exceeding¥10 million per year in either year in the most recent three fiscal years.
5. Donation or subsidy exceeding certain amount means donation or subsidy exceeding ¥10 million per year in any
year of the most recent three fiscal years.
6. A major financial institution is a financial institution in which the Company has year-end loan balance of more than
2% of its consolidated total assets in any year of the most recent three fiscal years.
7. A major shareholder means a shareholder who has 10% or more of total voting rights (including both direct andindirect holding).
8. Those who have important positions include Directors (excluding External Directors), executive officers, corporate
officers and employees who are at the senior management level of manager or higher, certified public accountants
who belong to an audit corporation or accounting office, attorneys who belong to a law office, councilors who belong
to an incorporated foundation, incorporated association, educational corporation, or other corporation,
administrators such as Directors, or other persons who are objectively and reasonably deemed to have similar
importance.
9. Close relative, etc. means spouse or relative within the second degree.

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Value of cross-shareholdings recorded on the balance sheet[Reference: Policy on the holding of cross-shareholdings]
and their ratio in relation to consolidated net assets
Value on the balance sheet
The Company acquires and holds shares issued by its (Billion
Ratio in relation to consolidated net assets
business partners aimed at contributing to the improvement yen)
20.0
18.2
of the corporate value of the Company by strengthening
17.9
16.4
16.0
transaction relationships and maintaining good relationships.
15.0
14.2
On the other hand, the Company scrutinizes individual listed
19.7%
17.7%
17.3%
shares every year using the results indicators for the most
15.8%
14.8%
recent fiscal year to see whether we have been able to obtain 10.0
sufficient benefits in relation to capital costs, and whether
there are any risks that would see the value of those shares 5.0
decline. In addition, we use results indicators for the past few
years and forecast indicators for the next few years to0
scrutinize whether we are able to gain sufficient benefits in
FY2021
FY2022
FY2020FY2018FY2019relation to capital costs to carry out quantitative verification.
Moreover, we also carry out qualitative verification of theCompany’s future relationships with the issuing companies.
Based on the results of these verifications, we consider
matters such as economic rationality and future prospects
comprehensively, and confirm every year on the Board of
Directors whether or not the significance of holding shares
was recognized. In principle, the Company promotes the saleof shares that have stopped fulfilling the purpose for theirholding and shares whose significance of holding is no longer
recognized taking into consideration the situation of theissuing companies, market trends, etc., and strives to reduce
them.

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25%

20%

15%

10%

5%
0%