This 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 version prevails.
Securities Code: 1720
June 6, 2016

To Our Shareholders:
1-16-14 Shibuya, Shibuya-ku, Tokyo

Tokyu Construction Co., Ltd.
Tsuneo Iizuka, Representative Director,
President

Notice of the 13th Annual General Meeting of Shareholders
The Company would hereby like to request shareholders to attend the Company’s 13th Annual
Meeting of Shareholders as described below.
If you are unable to attend the meeting on the date, you may also exercise your voting rights
in writing. We kindly request you to read the following Reference Document for the Annual
Meeting of Shareholders, indicate “for” or “against” on each agenda item on the voting form
enclosed herewith, and return it no later than 6:00 p.m., June 23, 2016 (Thursday).
Sincerely yours,
10:00 a.m., June 24 (Friday), 2016
(Reception will begin at 9:00 a.m.)
Meeting room of Head Office of the Company, 8F,
Shibuya Subway Building
1-16-14 Shibuya, Shibuya-ku, Tokyo

1.

Date:

2.

Venue:

3.

Purposes:
Items to be reported:

1.

2.

Items to be resolved:
Agenda No. 1:
Agenda No. 2:
Agenda No. 3:
Agenda No. 4:

The business report, the consolidated financial statements
and the results of consolidated financial statement audits by
the Accounting Auditor and the Board of Auditors for the
13th business period (April 1, 2015 to March 31, 2016)
The non-consolidated financial statements for the 13th
business period (April 1, 2015 to March 31, 2016)

Appropriation of Retained Earnings
Partial Amendment to the Articles of Incorporation
Election of Ten (10) Directors
Election of Five (5) Auditors- When you attend the meeting, we kindly request that you submit the enclosed voting form to thereceptionist at the venue. For conservation of resources, please bring this Notice of Convocation of theGeneral Meeting of Shareholders.
- The Notes to the Consolidated Financial Statements and the Notes to the Non-consolidated Financial
Statements consist of the documents to be included in the Appendix to this Notice of Convocation of theGeneral Meeting of Shareholders posted on the Company’s website pursuant to the provisions of laws,
regulations and Article 16 of the Company’s Articles of Incorporation, and are accordingly not includedin this Notice of Convocation.
- If there are any revisions to the Reference Document for the Annual Meeting of Shareholders, and/or thebusiness report, the consolidated and the non-consolidated financial statements, such revisions will belisted on the Company’s website.
Company’s website http://www.tokyu-cnst.co.jp/-1-Reference Document for the Annual Meeting of Shareholders
Meeting Agenda and Referential Matters

Agenda No. 1: Appropriation of Retained Earnings
The Company regards returning profits to shareholders as one of its most important tasks, while
recognizing the importance of building a sound financial base enabling it to cope with changes
in the business environment. Given its business performance in each year and outlooks, its basic
policy is to pay dividends with the aim of a consolidated dividend payout ratio of 20% or
higher.
Under 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 amountthereof20 yen per common share of the Company

Total amount: ¥2,134,345,760

This will bring the annual dividend to 25 yen per share, including the interim dividend of 5
yen per share.
(2) Effective date on which dividends are disbursed from retained earnings
June 27, 2016

-2-

Agenda No. 2: Partial Amendment to the Articles of Incorporation
1.

Reasons for proposal
Pursuant to the Act for Partial Revision of the Companies Act (Act No.90 of 2014), whichcame into effect on May 1, 2015, the scope of company officers who can enter into a limited
liability agreement has been changed. The Company thus proposes that the provisions ofArticles 28(2) and 36(2) of the Articles of Incorporation be amended in order to enable
Directors who are not engaged in the execution of operations and Auditors who are not Outside
Auditors, who can newly enter into a limited liability agreement, in order to facilitate toappoint adequate persons and appropriately fulfil the roles they are expected to play.
Consent has been obtained from each of the Auditors for the amendment to Article 28(2) ofthe Articles of Incorporation.

2.

The details of revision
The details of revision of the Articles of Incorporation are as follows.
(Those to be amended are underlined.)
Proposed amendments

Current Articles of Incorporation
Chapter 4
Directors and Board of Directors(Exemption from Liabilities of Directors)
Article 28 Pursuant to the provision of Article
426(1) of the Companies Act, the Company
may exempt Directors (including persons
who were previously Directors) from their
liability for damages resulting from neglectof duty, to the extent stipulated by laws andregulations, under a resolution of the Boardof Directors.
2. Pursuant to the provision of Article
427(1) of the Companies Act, the Company
may enter into an agreement with Outside
Directors which set forth the limited liability
for damages resulting from neglect of duty,
however, that the maximum amount ofliability for damages prescribed in suchagreement shall be the amounts stipulated
by laws and regulations.
Chapter 5
Auditors and Board of Auditors(Exemption from Liabilities of Auditors )Article 36 Pursuant to the provision of Article
426(1) of the Companies Act, the Company
may exempt Auditors (including persons
who were previously Auditors) from their
liability for damages resulting from neglectof duty, to the extent stipulated by laws andregulations under a resolution of the Boardof Directors.
2. Pursuant to the provision of Article
427(1) of the Companies Act, the Company
may enter into an agreement with Outside
Auditors which set forth the limited liability
for damages resulting from neglect of duty;
provided, however, that the maximum
amount of liability for damages prescribedin such agreement shall be the amounts
stipulated by laws and regulations.

Chapter 4
Directors and Board of Directors(Exemption from Liabilities of Directors)
Article 28 Pursuant to the provision of Article
426(1) of the Companies Act, the Company
may exempt Directors (including persons
who were previously Directors) from their
liability for damages resulting from neglectof duty, to the extent stipulated by laws andregulations, under a resolution of the Boardof Directors.
2. Pursuant to the provision of Article
427(1) of the Companies Act, the Company
may enter into an agreement with Directors(excluding persons who are executive
Directors, etc.) which set forth the limited
liability for damages resulting fromneglect of duty; provided, however, that the
maximum amount of liability for damagesprescribed in such agreement shall be theamounts stipulated by laws and regulations.
Chapter 5
Auditors and Board of Auditors(Exemption from Liabilities of Auditors)
Article 36 Pursuant to the provision of Article
426(1) of the Companies Act, the Company
may exempt Auditors (including persons
who were previously Auditors) from their
liability for damages resulting from neglectof duty, to the extent stipulated by laws andregulations under a resolution of the Boardof Directors.
2. Pursuant to the provision of Article
427(1) of the Companies Act, the Company
may enter into an agreement with Auditors
which set forth the limited liability fordamages resulting from neglect of duty;
provided, however, that the maximum
amount of liability for damages prescribedin such agreement shall be the amounts
stipulated by laws and regulations.

-3-

Agenda No. 3: Election of Ten (10) Directors
The term 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 Directors.
The candidate for Director is as follows.
Candidate
No.

Name(Date of birth)

Brief profile, position, responsibility andsignificant concurrent positions
April 1971

1

2

3

Number of theCompany’s shares
ownedJoined Tokyu Construction Co., Ltd. (“theCompany”)
October 2003
Executive Officer of the Company
June 2004
Senior Executive Officer of the Company
June 2006
Director and Senior Executive Officer of
the Company
Tsuneo Iizuka
April 2008
General Manager, Civil Engineering
Division of the Company
66,540 shares(August 5, 1948)[Reappointed]
June 2009
Representative Director, Senior Managing
Executive Officer of the Company
April 2010
Representative Director, President (topresent)(significant concurrent positions)
Outside Director of Seikitokyu Kogyo Co., Ltd.
Chairman of The Associated General Contractors of Tokyo[Reasons for the election of candidate for Director]
Mr. Iizuka has been elected as candidate for Director due to his abundant management experience at theCompany and strong leadership as the Representative Director and President in the Group.
April 1974
Joined Tokyu Construction Co., Ltd.
June 2005
Director, Executive Officer of the Company
June 2008
Executive Officer of the Company
April 2011
Senior Executive Officer of the Company
June 2012
Representative Director, Senior Executive
Kazushige Asano
Officer of the Company(September 2, 1951) April 2013
18,900 shares
General Manager, Sales & Marketing[Reappointed]
Division, in charge of Safety &Environment Department of the Company(to present)
April 2014
Representative Director, Senior Managing
Executive Officer of the Company (topresent)[Reasons for the election of candidate for Director]
Mr. Asano has been elected as candidate for Director due to his rich management experience at theCompany and strong insights on overall sales.
April 1979
Joined Tokyu Construction Co., Ltd.
June 2010
Executive Officer of the Company
April 2012
Senior Executive Officer of the Company
Mitsuhiro Terada
June 2012
Director, Senior Executive Officer of the(March 1, 1957)
9,920 sharesCompany[Reappointed]
April 2013
General Manager, Civil Engineering
Division of the Company (to present)
April 2016
Director, Senior Managing Executive
Officer of the Company (to present)[Reasons for the election of candidate for Director]
Mr. Terada has been elected as candidate for Director for his rich management experience at theCompany and strong insights pertaining to civil engineering.

-4-

Candidate
No.

Name
(Date of birth)

Brief profile, position, responsibility andsignificant concurrent positions
April 1975
July 2007
April 2013

4

5

6

Number of theCompany’s shares
ownedJoined Tokyu Corporation (“Tokyu”)
Executive Officer of Tokyu
Senior Executive Officer of the Company
Jirou Usui
Deputy General Manager, Sales &(December 26
Marketing Division of the Company (to2,790 shares
1952)
present)[Reappointed]
June 2013
Director, Senior Executive Officer of theCompany (to present)
July 2015
In charge of Solution Business Departmentof the Company (to present)[Reasons for the election of candidate for Director]
Mr. Usui has been elected as candidate for Director due to his abundant management experience at
Tokyu Corporation, a core company of the Tokyu Group, and strong insights pertaining to the realestate business.
April 1980
Joined Tokyu Construction Co., Ltd.
June 2009
Executive Officer of the Company
April 2011
Senior Executive Officer of the Company
June 2011
Director, Senior Executive Officer of the
Hideo Nitta
Company(October 1 1956)
12,699 shares
June
2014
SeniorExecutive Officer of the Company[Reappointed]
May 2015
General Manager, Business Administration
Division of the Company (to present)
June 2015
Director, Senior Executive Officer of theCompany (to present)[Reasons for the election of candidate for Director]
Mr. Nitta has been elected as candidate for Director due to his rich management experience at theCompany and strong insights pertaining to business administration.
April 1980
Joined Tokyu Construction Co., Ltd.
June 2008
Executive Officer of the Company
April 2015
Senior Executive Officer of the Company
Hideki Utsumi
General Manager of Building Construction
883 shares(February 5 1954)
Division of the Company[Reappointed]
June 2015
Director, Senior Executive Officer of theCompany (to present)
April 2016
General Manager, Shibuya Development
Project Branch (to present)[Reasons for the election of candidate for Director]
Mr. Utsumi has been elected as candidate for Director due to his rich and wide experience at theCompany and strong insights pertaining to the construction business.

-5-

Candidate
No.

Name
(Date of birth)

Brief profile, position, responsibility andsignificant concurrent positions
April 1958

7

8

Number of theCompany’s shares
ownedJoined Keisei Electric Railway Co., Ltd.
(“Keisei”)
June 1992
Managing Director of Keisei
June 1995
Senior Managing Director of Keisei
June 1996
Representative Director, Senior Managing
Director of Keisei
Hiroshi Ootsuka
June 1997
Representative Director, Vice President of(February 9, 1935)
Keisei[Reappointed]
June 1998
Representative Director, President of Keisei
0 share[Outside Director]
June 2004
Representative Director, Chairman of[Independent
Keisei
Officer]June 2008
Advisor of Keisei (to present)
June 2010
Director of the Company (to present)(significant concurrent positions)
Advisor of Keisei Electric Railway Co., Ltd.
Corporate Auditor (External) of Oriental Land Co., Ltd.
Outside Auditor of The Keiyo Bank Ltd.
[Reasons for the election of candidate for Outside Director]
Mr. Ootsuka has been elected as candidate for Outside Director due to his rich management experienceand broad insights as corporate manager as well as the Company’s expectations that he will contributeto the Company’s management using his opinions from the viewpoint of one familiar with the railway
business.
April 1970
Joined Sagami Railway Co., Ltd.
(“Sagami”)
June 1998
Director of Sagami
May 2000
Representative Director, President of
Yutaka Kubota
Sotetsu Real Estate Co., Ltd.
(November 24,
1947)
November 2000 Representative Director, President ofSotetsu Home Co., Ltd.
[Reappointed]
0 shareMarch 2001
Representative Director, President of[Outside Director]
Sotetsu Real Estate Sales Co., Ltd.
[Independent
Officer]June 2002
Managing Director of Sagami
June 2011
Representative Director, President ofSotetsu Construction Co., Ltd.
June 2015
Director of the Company (to present)[Reasons for the election of candidate for Outside Director]
Mr. Kubota has been elected as candidate for Outside Director due to his rich management experienceand broad insights as corporate manager as well as the Company’s expectations that he will contributeto the Company’s management using his opinions from the viewpoint of one familiar with the railway
and construction businesses.

-6-Candidate
No.

Name
(Date of birth)

Brief profile, position, responsibility andsignificant concurrent positions

Number of theCompany’s shares
owned

April 1979
July 2007

9

10

Joined Tokyu Corporation (“Tokyu”)
Executive Officer of Tokyu
Deputy General Manager, Railway
Business Division of Tokyu
June 2009
Director of Tokyu
Yasuyuki Izumi
June 2010
General Manager, Railway Business
Division(February 13, 1956)
0 share[Newly Appointed] April 2011
Managing Director of Tokyu
April 2013
General Manager, Business Division of
Tokyu Group
April 2014
Representative Director, President of Tokyu
Techno System Co., Ltd. (to present)
April 2016
Counselor of the Company (to present)[Reasons for the election of candidate for Director]
Mr. Izumi has been elected as candidate for Director for his abundant management experience at Tokyu
Corporation, a core company of the Tokyu Group, and strong insights pertaining to the railway
business.
April 1979
Joined Tokyu Construction Co., Ltd.
April 2011
Executive Officer of the Company
April 2013
General Manager, Building ProjectMetropolitan Branch of the Company
April 2015
Deputy General Manager, Business
Motoyuki Takagi
Administration Division and General(November 25,
Manager, Corporate Planning Department
11,700 shares
1955)
of the Company[Newly Appointed] April 2016
Senior Executive Officer of the Company(to present)
General Manager, Building Construction
Division, in charge of Institute ofTechnology and International Departmentof the Company (to present)[Reasons for the election of candidate for Director]
Mr. Takagi has been elected as candidate for Director due to his rich management experience at theCompany and strong insights pertaining to the construction business.

Notes:
1. There are no special conflict of interests between the candidate and the Company.
2. Hiroshi Ootsuka and Yutaka Kubota are candidates for Outside Directors. They satisfy the Company’s
criteria for the independence of Outside Directors set forth in pages 11 to 12 and are candidates forindependent officers pursuant to the regulations of the Tokyo Stock Exchange, Inc.
3. Matters concerning candidates for Outside Directors are as follows:(1) Hiroshi Ootsuka
He will have served as Outside Director for six years at the close of this General Meeting of
Shareholders.
(2) Yutaka Kubota
He will have served as Outside Director for one year at the close of this General Meeting of
Shareholders.
4. Limited liability agreement
The Company has concluded agreements with Hiroshi Ootsuka and Yutaka Kubota to limit theirrespective liabilities for damages referred to in Article 423 (1) of the Companies Act pursuant to theprovision of Article 427 (1) of said Act. The maximum amount of liability for damages prescribed in suchagreement 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 election is approved.

-7-

Agenda No. 4: Election of Five (5) Auditors
The term of office of all current Auditors will expire at the close of this General Meeting of
Shareholders. Accordingly, we propose the election of five Auditors.
The Board of Auditors’ consent has been obtained for this Proposal.
The candidate for Auditor is as follows.
Candidate
No.

Name(Date of birth)

Brief profile, position, responsibility andsignificant concurrent positions
April 1980

Number of theCompany’s
shares owned

Joined Tokyu Construction Co., Ltd.

October 2003

1

General Manager, General Affairs
Department of Nagoya Branch, Wide Area
Division and Manager, Safety,
Environment & Quality Department of the
Atsuyoshi Maeno
Company(July 9, 1956)
7,095 shares
January 2009
Auditor and Head of Secretariat of the[Reappointed]
Company
June 2012
Full-time auditor of the Company (topresent)(significant concurrent positions)
Outside Auditor of Seikitokyu Kogyo Co., Ltd.
[Reasons for election as a candidate for Auditor]
Mr. Maeno has been elected as candidate for Auditor due to his abundant management experience at
the Company and strong insights pertaining to audit.
October 1973
Passed second stage examination of CPA
examination
Joined EIKO Accounting Corporation
September 1977 Registered as Certified Public
Accountant
December 1977 Registered as Certified Tax Accountant
July 19902

Isao Onda(April 4, 1949)[Reappointed][Outside Auditor][Independent
Officer]June 1993

Partner of Century Audit Corporation(“Century”)
Director of Century

June 2002

Executive Director of Ernst & Young
ShinNihon Audit Corporation

September 2008

Executive Director of Ernst & Young
ShinNihon LLC (“EY ShinNihon”)
Advisor of EY ShinNihon

September 2010
April 2011

Representative Director, President &CEO of GTM Research Institute Inc.

June 2012

Auditor of the Company (to present)

December 2015

0 shareRepresentative Director, President of
GTM Research Institute Inc. (to present)(significant concurrent positions)Representative Director, President of GTM ResearchInstitute Inc.
[Reasons for election as a candidate for Outside Auditor]
Mr. Onda has been elected as candidate for Outside Auditor as the Company expects him to reflect
his professional insights as certified public accountant and certified tax accountant in the Company’s
audit.

-8-

Candidate
No.

Name
(Date of birth)

Brief profile, position, responsibility andsignificant concurrent positions
April 1980

Number of theCompany’s
shares owned

Joined The Mitsubishi Bank, Ltd.

June 2006

3

Executive Officer of The Bank ofTokyo-Mitsubishi UFJ, Ltd.
(“Tokyo-Mitsubishi UFJ”)
Executive Officer of Mitsubishi UFJ
Financial Group (“MUFG”)
May 2010
Executive Officer of Tokyo-Mitsubishi
Tadachiyo Osada
UFJ(October 26, 1956)
June 2012
Representative Director, Managing[Newly Appointed]
0 shareDirector of Tokyo-Mitsubishi UFJ[Outside Auditor]
Managing Executive Officer of MUFG
[Independent
Financial Group
Officer]
May 2014
Representative Director, Senior
Managing Director of Tokyo-Mitsubishi
UFJ
June 2015
Full-time auditor of Tokyu Corporation(to present)(significant concurrent positions)
Full-time auditor of Tokyu Corporation[Reasons for election as a candidate for Outside Auditor]
Mr. Osada has been elected as candidate for Outside Auditor as the Company expects him to reflectin the Company’s audit his rich experience in financial institutions and broad insights accumulated
through his long career.
October 2005
Passed National Bar Examination
September 2007

4

Youichi Saitou(December
12,1973)[Newly Appointed][Outside Auditor][Independent
Officer]Completed training of legal
apprenticeship and registered as attorney
Member of Crime Victim Support Centerof Daini Tokyo Bar Association
September 2015 Member of Discipline Committee of
Daini Tokyo Bar Association (to present)
April 2016
Member of Legal Apprenticeship
Committee of Daini Tokyo Bar
Association (to present)(significant concurrent positions)
Attorney

0 share[Reasons for election as a candidate for Outside Auditor]
Mr. Saitou has been elected as candidate for Outside Auditor as the Company expects him to reflectin the Company’s audit his professional knowledge as attorney. According to the above-mentioned
reasons, we have decided that he can adequately carry out his assignment as one of the Company’s
Outside Auditors, even though he has never been involved in corporate management.
Joined Tokyu Construction Co., Ltd.
Satoshi Hashimoto April 1981

5

(February 17,
1958)[Newly Appointed]

April 2010
April 2012

General Manager, Internal Control
Office of the Company (to present)
Executive Officer (to present)

120 shares[Reasons for election as a candidate for Auditor]
Mr. Hashimoto has been elected as candidate for Auditor due to his rich management experience at
the Company and strong insights pertaining to internal control.

-9-Notes:
1. Relationship of special interests between candidates for Auditor and the Company(1) Isao Onda is Representative Director, President of GTM Research Institute Inc. with which theCompany entered into an advisory agreement on accounting matters.
(2) There are no special interests between the Company and either of the other candidates for Auditor.
2. Isao Onda, Tadachiyo Osada and Youichi Saitou are candidates for Outside Auditors. They satisfy theCompany’s criteria for the independence of Outside Auditors set forth in pages 11 to 12 and are
candidates for independent officers pursuant to the regulations of Tokyo Stock Exchange, Inc.
3. Matters concerning candidates for Outside Auditors are as follows:(1) Isao Onda
He will have served as Outside Auditor for four years at the close of this General Meeting of
Shareholders.
(2) Tadachiyo Osada
1) He is a full-time auditor of Tokyu Corporation, one of the Company’s major business
partners.
2) He was a Director of The Bank of Tokyo-Mitsubishi UFJ, Ltd, the Company’s major creditor,
and in the past two years, he received Director’s remuneration from Tokyo-Mitsubishi UFJ.
(3) Youichi Saitou
He is a relative within the third degree of Seitarou Saitou, Outside Auditor, who will resign due
to the expiration of his term of office at the close of this General Meeting of Shareholders.
4. Limited liability agreement(1) The Company has concluded an agreement with Isao Onda to limit his 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 prescribed in such agreement is the sumof the amounts stipulated in the items of Article 425 (1) of said Act. The Company plans to extend
the aforementioned limited liability agreement if his election is approved. The Company also plans
to conclude an agreement with the same terms and conditions with Tadachiyo Osada and Youichi
Saitou if their election is approved.
(2) Assuming that Proposal No.2: Partial Amendment to the Articles of Incorporation is approved, andif the election of Atsuyoshi Maeno and Satoshi Hashimoto under this Proposal is approved, theCompany plans to conclude an agreement to limit his 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 prescribed in such agreement is the minimum liability
amount stipulated in the items of Article 425 (1) of said Act.

- 10 -

[Reference: Standard for Independence of Outside Directors and Outside Auditor]
The Company determines Outside Officers (Outside Directors and Outside Auditors) who
satisfy with the following requirements as independent officers (Independent Outside Directors
and Independent Outside Auditors) without any risk of conflict of interest with generalshareholders.
1.

Outside 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 money or other assets4 in addition to the Outside Director’s remunerations(in the event that such person is a corporation or other association such as union, aperson who belongs to such association);5)

An accounting auditor of the Group or a certified public accountant who belongs to anaudit corporation that is an accounting auditor of the Group;

6)

A person who receives donations or subsidies exceeding certain amount5 from theGroup (in the event that 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 theGroup or executive persons of its parent company or subsidiary; or
11) Persons who have recently fallen into the category of either (1) to (10) above.
2.

Outside 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).

3.

Even though an Outside Officer is satisfied with the requirements of 1 and 2 above, if
he/she is not considered to be independent due to other reasons, the Company shall notdeem 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
Enforcement of the Companies Act and include executive Directors and employees, but not Auditors.
2. A counterparty which has transactions principally with the Group means a counterparty which received
payments from the Company, which accounted for more than 2% of its annual consolidated sales in any
year of the most recent three years.
3. A major counterparty of the Group is a counterparty whose payments to the Company accounted formore 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 peryear in any year of the most recent three fiscal years.

- 11 -

6.
7.
8.

9.

A major financial institution is a financial institution in which the Company has year-end loan balanceof more than 2% of its consolidated total assets in any year of the most recent three fiscal years.
A major shareholder means a shareholder who has 10% or more of total voting rights (including both
direct and indirect holding).
Those who have important positions include Directors (excluding Outside 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.
Close relative, etc. means spouse or relative within the second degree.

- 12 -