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 5, 2020
To Our Shareholders:

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

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

Notice of the 17th Annual General Meeting of Shareholders
The Company would hereby like to announce shareholders the Company’s 17th Annual Meeting of Shareholders as
described below.
In consideration of preventing the spread of the novel coronavirus, we kindly request you to refrain from attending themeeting and exercise your voting rights in advance in writing or through the Internet or other means as much as
possible. Please read the following Reference Document for the Annual General Meeting of Shareholders and exercise
your voting rights by no later than 6:00 p.m. on June 23, 2020 (Tuesday).
Sincerely yours,
1.

Date:

10:00 a.m., June 24 (Wednesday), 2020
(Reception will begin at 9:00 a.m.)2.

Venue:

Ballroom, B2F, Cerulean Tower Tokyu Hotel
26-1 Sakuragaoka-cho, Shibuya-ku, Tokyo(As the venue is different from last year’s, please refer to the Guide Map for thevenue of the Annual General Meeting of Shareholders on the last page to makesure of the location.)

3.

Purposes:
Items to be reported:

1.

2.

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

The business report, the consolidated financial statements and the resultsof consolidated financial statement audits by the Accounting Auditor
and the Audit & Supervisory Board for the 17th business period (April
1, 2019 to March 31, 2020)
The non-consolidated financial statements for the 17th business period(April 1, 2019 to March 31, 2020)

Appropriation of Retained Earnings
Election of Ten (10) Directors
Election of Four (4) Audit & Supervisory Board Members

Please kindly note that no gifts will be given to attendees at this Annual General Meeting of Shareholders.
〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰 〰〰〰〰〰〰〰〰〰〰〰〰
Of the documents included in the Appendix to this Notice of Convocation of the General Meeting of Shareholders, the Business Report is among the
documents audited by the Audit & Supervisory Board, and the Consolidated Financial Statements and Non-consolidated Financial Statements areamong the documents audited by the Accounting Auditor and the Audit & Supervisory Board. The circumstances of the accounting auditor and thesystem 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,
and the Non-consolidated Statements of Changes in Net Assets and the Notes to the Non-consolidated Financial Statements of the Non-consolidated
Financial Statements are posted on the Company’s website in accordance with laws and ordinances and provisions of Article 16 of the Company’s
Articles of Incorporation.
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 there are any revisions to the Reference Document for the Annual Meeting of Shareholders, and/or the business report, the consolidated and the nonconsolidated financial statements, such revisions will be listed on the Company’s website.

Company’s website https://www.tokyu-cnst.co.jp/

Reference Document for the Annual Meeting of Shareholders
Meeting Agenda and Referential Matters
Agenda No. 1: Appropriation of Retained Earnings
The Company regards stable and sustained profit returns to shareholders as a key policy, while recognizing theimportance of securing ample internal reserves for investments and other initiatives to increase corporate value,and further improving financial strength to deal with medium- and long-term risks. In line with this policy, theCompany aims to pay dividends while targeting 20% or higher in the consolidated payout ratio and implement
profit returns including share buybacks, in a flexible manner based on operating results.
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 amount thereof
20 yen per common share of the Company

Total amount: ¥ 2,134,022,800

This will bring the annual dividend to 30 yen per share, including the interim dividend of 10 yen per share.
(2) Effective date on which dividends are disbursed from retained earnings
June 25, 2020

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.
The candidates for Directors are as follows.

[Reference: List of Candidates]
Candidate
No.

Name

1

Reappointed

Tsuneo Iizuka

2

Reappointed

Mitsuhiro Terada

3

Reappointed

Motoyuki Takagi

Attendance at Boardof Directors meetings
Representative Director,
13/14 meetings
Current positions

Chairman
Representative Director,
President

Masatoshi Shimizu

Reappointed(100%)
14/14 meetings

Executive Vice President(100%)

Managing Executive
Officer

14/14 meetings(100%)

Director, Managing

13/14 meetings

Executive Officer(92.9%)

5

Reappointed

Yushi Tsukui

6

Reappointed

Toshio Imamura

Director

7

Reappointed

External

Yutaka Kubota

Director

8

Reappointed

External

Masao Tomoe

Director

9

Reappointed

External

Independent Officer

Kahori Yoshida

Director

10

Newly
Appointed

External

Independent Officer

Isao Onda

Independent Officer

14/14 meetings

Representative Director,
Director, Senior

4(92.9%)

Audit & Supervisory
Board Member

13/14 meetings(92.9%)
14/14 meetings(100%)
14/14 meetings(100%)
11/11 meetings(100%)
14/14 meetings(100%)

1

Tsuneo Iizuka

Reappointed(August 5, 1948)

Brief profile, position, responsibility and significant concurrent positions

 Number of theCompany’s shares
owned
79,340 shares Term of Office for
Director
14 years Attendance at Board of
Directors meetings:
13/14 meetings (92.9%)

April 1971
October 2003
June 2004
June 2006
April 2008
June 2009

Joined Tokyu Construction Co., Ltd. (“the Company”)
Executive Officer of the Company
Senior Executive Officer of the Company
Director, Managing Executive Officerof the Company
General Manager, Civil Engineering Division of the Company
Representative Director, Senior Managing Executive Officerof the Company
April 2010
Representative Director, President of the Company
June 2018
Representative Director, Chairman of the Company (topresent)(significant concurrent positions)
Outside Director of Seikitokyu Kogyo Co., Ltd.
 Reasons for the election of candidate for Director
Mr. Iizuka has been serving as Representative Director of the Company since2009. He has abundant experience and extensive expertise as a business
manager and has properly performed his duties for administration andoversight of the overall businesses of the Group. Accordingly, he has been
elected as a candidate for Director.

2

Mitsuhiro Terada

Reappointed(March 1, 1957)

Brief profile, position, responsibility and significant concurrent positions

 Number of theCompany’s shares
owned
17,820 shares Term of Office for
Director
8 years Attendance at Board of
Directors meetings:
14/14 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
Senior Executive Officer of the Company
Director, Managing Executive Officerof 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 strong
leadership as the Representative Director and President in the Group.
Accordingly, he has been elected as a candidate for Director.

3

Motoyuki Takagi

Reappointed(November 25, 1955)

Brief profile, position, responsibility and significant concurrent positions
April 1979
April 2011
April 2016
 Number of theCompany’s shares
owned
5,333 shares

June 2016
June 2018
April 2020

 Term of Office for
Director
4 years Attendance at Board of
Directors meetings:
14/14 meetings (100%)

Joined Tokyu Construction Co., Ltd.
Executive Officer of the Company
Managing Executive Officerof the Company
General Manager, Building Construction Division of theCompany
Director, Managing Executive Officerof the Company
Director, Senior Managing Executive Officer of the Company
Representative Director, Executive Vice President of theCompany (to present)
General Manager of Business Management, in charge of
Safety & Environment and International Business of theCompany (to present) Reasons for the election of candidate for Director
Mr. Takagi has served as Representative Director of the Company. He hasadvanced expertise in the overall construction business, as well as abundant
experience and extensive knowledge as a business manager. Accordingly, he
has been elected as a candidate for Director.

4

Masatoshi Shimizu

Reappointed(January 20, 1959)

Brief profile, position, responsibility and significant concurrent positions
April 1982
April 2012
April 2017
 Number of theCompany’s sharesowned
3,401 shares Term of Office for
Director
3 years Attendance at Board of
Directors meetings:
14/14 meetings (100%)

June 2017
April 2020

Joined Tokyu Construction Co., Ltd.
Executive Officer of the Company
Managing Executive Officerof the Company
General Manager, Business Administration Division of theCompany (to present)
Director, Managing Executive Officerof the Company
Director, Senior Managing Executive Officer of the Company(to present) Reasons for the election of candidate for Director
Mr. Shimizu has been elected as candidate for Director due to his richmanagement experience at the Company and strong insights pertaining tooverall business administration.

5

Yushi Tsukui

Reappointed(November 20, 1957)

Brief profile, position, responsibility and significant concurrent positions
April 1981
April 2015
April 2018
 Number of theCompany’s shares
owned
2,576 shares Term of Office for
Director
2 years

June 2018

Joined Tokyu Construction Co., Ltd.
Executive Officer of the Company
Managing Executive Officerof the Company
General Manager, Civil Engineering Division of the Company(to present)
Director, Managing Executive Officerof the Company (topresent)

 Reasons for the election of candidate for Director
Mr. Tsukui has been elected as candidate for Director for his rich management
experience at the Company and strong insights pertaining to civil engineering.

 Attendance at Board of
Directors meetings:
13/14 meetings (92.9%)

6

Toshio Imamura

Reappointed(April 14, 1951)

Brief profile, position, responsibility and significant concurrent positions

 Number of theCompany’s shares
owned
5,700 shares Term of Office for
Director
2 years Attendance at Board of
Directors meetings:
13/14 meetings (92.9%)

April 1974
June 2007
June 2008
April 2011
April 2014
June 2015
April 2018
June 2018
June 2019
June 2019
April 2020

Joined Tokyu Corporation (“Tokyu”)
Director of Tokyu
Managing Executive Director of Tokyu
Senior Managing Executive Director of Tokyu
Representative Director & Vice President of Tokyu
Representative Director & Vice President of Tokyu
Counselor of the Company
Representative Director, President of the Company
Representative Director of the Company
Representative Director, Vice Chairman of the Company
Director & Chairman of TOKYU COMMUNITY CORP. (topresent)
Director of the Company (to present)(significant concurrent positions)
Director & Chairman of TOKYU COMMUNITY CORP.
 Reasons for the election of candidate for Director
Mr. Imamura has served as Representative Director of the Company. He had
also served as Representative Director and other key positions of Tokyu(current Tokyu Corporation), a core company of the Tokyu Group. He hasabundant experience and extensive expertise as a business manager.
Accordingly, he has been elected as a candidate for Director.

7

Yutaka Kubota

Reappointed

External(November 24, 1947)
Independent Officer

Brief profile, position, responsibility and significant concurrent positions
April 1970
June 1998
May 2000
 Number of theCompany’s shares
owned
0 shares Term of Office for
Director
5 years Attendance at Board of
Directors meetings:
14/14 meetings (100%)

November 2000
March 2001
June 2002
June 2011
June 2015

Joined Sagami Railway Co., Ltd. (“Sagami”)
Director of Sagami
Representative Director, President of Sotetsu Real EstateCo., Ltd.
Representative Director, President of Sotetsu Home Co.,
Ltd.
Representative Director, President of Sotetsu Real Estate
Sales Co., Ltd.
Managing Director of Sagami
Representative Director, President of Sotetsu
Construction Co., Ltd.
Director of the Company (to present) Reasons for the election of candidate for External Director
Mr. Kubota has been elected as candidate for External Director due to his richmanagement experience and broad insights as corporate manager as well as
the Company’s expectations that he will contribute to the Company’s
management using his opinions from the viewpoint of one familiar with therailway and construction businesses.

8

Masao Tomoe

Reappointed(November 23, 1953)

External

Brief profile, position, responsibility and significant concurrent positions

 Number of theCompany’s shares
owned
0 shares

April 1976
June 2007
April 2011
April 2014
July 2014
June 2015
April 2017

Joined Tokyu Corporation (“Tokyu”)
Director of Tokyu
Managing Executive Director of Tokyu
Senior Managing Executive Director of Tokyu
Executive General Manager of Human Resources
Headquarters of Tokyu
Director & Senior Managing Executive Officer of Tokyu
Representative Director & Vice President of Tokyu (topresent)
Director of the Company (to present)

 Term of Office for
Director
2 years

June 2018
September 2019

 Attendance at Board of
Directors meetings:
14/14 meetings (100%)(significant concurrent positions)Representative Director & Vice President of Tokyu Corporation

Representative Director & Vice President of Tokyu
Corporation (to present) Reasons for the election of candidate for External Director
Mr. Tomoe is the Representative Director of Tokyu Corporation, a corecompany of the Tokyu Group. He has been elected as candidate for External
Director due to his rich management experience and broad insights ascorporate manager as well as the Company’s expectations that he willcontribute to the Company’s management using his opinions from theviewpoint of one familiar with the overall knowledge of businessadministration.

9

 Number of theCompany’s shares
owned
0 shares Term of Office for
Director
1 year Attendance at Board of
Directors meetings:
11/11 meetings (100%)

 Term of Office for
Director― Attendance at Board of
Directors meetings:
14/14 meetings (100%)(Attendance as Audit &Supervisory
Board
Member)(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)(significant concurrent positions)
Lawyer Reasons for the election of candidate for External Director
Ms. Yoshida has professional expertise as a lawyer and work experience inthe real estate industry, and the Company expects her to bring her advice andopinions to the management of the Company. Accordingly, she has been
elected as a candidate for External Director.
Although she has no experience of direct engagement in business
management, the Company believes she has an ability to perform duties as
External Director properly, due to the above reason.

10

 Number of theCompany’s shares
owned
0 shares

Kahori Yoshida

Isao Onda(April 4, 1949)

Newly
Appointed

External

Independent Officer

Brief profile, position, responsibility and significant concurrent positions
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 1990
Partner of Century Audit Corporation (“Century”)
June 1993
Director of Century
June 2002
Executive Director of Ernst & Young ShinNihon Audit
Corporation
September 2008
Executive Director of Ernst & Young ShinNihon LLC(“EY ShinNihon”)
September 2010
Advisor of EY ShinNihon
April 2011
Representative Director, President & CEO of GTM
Research Institute Inc.
June 2012
Auditor of the Company (to present)
December 2015
Representative Director, President of GTM ResearchInstitute Inc. (to present)(significant concurrent positions)Representative Director, President of GTM Research Institute Inc.
Visiting professor of Institute for Technology, Enterprise andCompetitiveness, Doshisha University
 Reasons for the election of candidate for External Director
With his abundant experience and in-depth knowledge as a business manager,
as well as his professional insights as a certified public accountant andcertified tax accountant, Mr. Onda has properly performed his duties as Audit& Supervisory Board Member and provided appropriate and beneficial advice
and opinions in decision-making processes. Accordingly, he has been elected
as candidate for External Director.

Notes:1. Special conflict of interests between the candidate and the Company(1) Mr. Masao Tomoe is Representative Director of Tokyu Corporation and the company holds 15,362 thousand
shares of the Company (holding ratio of 14.40%). In addition, the company and the Company performbusinesses under the same 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. Yutaka Kubota, Kahori Yoshida, and Isao Onda satisfy the Company’s criteria for the independence of External
Directors set forth in pages 14 to 15 and are candidates for independent officers pursuant to the regulations of theTokyo Stock Exchange, Inc.
3. Mr. Isao Onda will resign as Audit & Supervisory Board Member due to the expiration of his term of office at theclose of this General Meeting of Shareholders. He will have served for eight years at the close of this General
Meeting of Shareholders.
4. Limited liability agreement
The Company has concluded agreements with Yutaka Kubota, Masao Tomoe, Kahori Yoshida, and Isao Onda tolimit their respective 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.

Agenda No. 3: Election of Four (4) Audit & Supervisory Board Members

The terms of office of current four Audit & Supervisory Board Members, Atsuyoshi Maeno, Satoshi
Hashimoto, Isao Onda, and Youichi Saito will expire at the close of this General Meeting of Shareholders.
Accordingly, we propose the election of four (4) Audit & Supervisory Board Members.
The Audit & Supervisory Board’s consent has been obtained for this Proposal.
The candidates for Audit & Supervisory Board Member are as follows.

[Reference: List of Candidates]
Candidate
No.

Name

Current positions

Attendance at Board Attendance at Audit
of Directors meetings & Supervisory Board

Full-time Auditor &1

Satoshi Hashimoto

Reappointed

Supervisory Board
MemberAuditor & Supervisory

14/14 meetings

6/6 meetings(100%)(100%)

14/14 meetings

6/6 meetings(100%)(100%)

2

Reappointed

External

Independent Officer

Youichi Saito

3

Newly
Appointed

External

Independent Officer

Kazuo Kitamura

*

*

*

4

Newly
Appointed

Masashi Ochiai

*

*

*

Board Member

Note: No description marked with * means not being applicable due to a newly appointed candidate.

1

Satoshi Hashimoto

Reappointed(February 17, 1958)

Brief profile, position, responsibility and significant concurrent positions
April 1981
April 2010
April 2012
June 2016
 Number of theCompany’s shares
owned
2,536 shares Term of Office for
Director
4 years

Joined Tokyu Construction Co., Ltd. (“the Company”)
General Manager, Internal Control
Executive Officer of the Company
Full-time Auditor of the Company (to present) Reasons for the election of candidate for Audit & Supervisory Board
MemberMr. Hashimoto has been elected as candidate for Audit & Supervisory Board
Member due to his rich management experience at the Company and strong
insights pertaining to internal control.

 Attendance at Board of
Directors meetings:
14/14 meetings (100%)
 Attendance at Audit &Supervisory Board:
6/6 meetings (100%)

2

Youichi Saito

Reappointed

External(December 12, 1973)
Independent Officer

Brief profile, position, responsibility and significant concurrent positions

 Number of theCompany’s shares
owned
0 shares Term of Office for
Director
4 years Attendance at Board of
Directors meetings:
14/14 meetings (100%)
 Attendance at Audit &Supervisory Board:
6/6 meetings (100%)

October 2005 Passed National Bar Examination
SeptemberCompleted training of legal apprenticeship and registered as
2007
attorney Member of Crime Victim Support Center of Daini
Tokyo Bar Association
September
Member of Discipline Committee of Daini Tokyo Bar
2015
Association (to present)
April 2016
Member of Legal Apprenticeship Committee of Daini Tokyo
Bar Association (to present)
June 2016
Auditor of the Company (to present)(significant concurrent positions)
Attorney
Outside Auditor of Seikitokyu Kogyo Co., Ltd.
 Reasons for the election of candidate for Audit & Supervisory Board
MemberMr. Saito has been elected as candidate for Audit & Supervisory Board
Member as the Company expects him to reflect in the Company’s audit his
professional knowledge as attorney. Due to the above-mentioned reasons, wehave decided that he can adequately carry out his assignment as one of theCompany’s Audit & Supervisory Board Members, even though he has neverbeen involved in corporate management.

3

Kazuo Kitamura(February 25, 1956)

Newly
Appointed

External

Independent Officer

Brief profile, position, responsibility and significant concurrent positions
April 1980
June 2005
June 2009
 Number of theCompany’s shares
owned
0 shares Term of Office for
Director― Attendance at Board of
Directors meetings:―
 Attendance at Audit &Supervisory Board:―

June 2010
June 2012
June 2014
June 2015

Joined The Chiba Bank, Ltd.
Branch Manager of Sakura Branch, The Chiba Bank, Ltd.
General Manager of Operation Planning Division, The Chiba
Bank, Ltd.
Auditor of Toho Kogyo Co., Ltd.
Director of Chibayaku Groceries, Inc.
Managing Executive Director of Chibayaku Groceries, Inc.
Auditor of Chibayaku Groceries, Inc. (to present)(significant concurrent positions)Auditor of Chibayaku Groceries, Inc.
 Reasons for the election of candidate for Audit & Supervisory Board
MemberMr. Kitamura has years of operational experience in The Chiba Bank, Ltd.
and has also gained a wealth of experience through service as Director and
Auditor of Chibayaku Groceries, Inc. The Company expects him to bring his
broad insights gained through these careers to conduct the Company’s audit
operation, and accordingly, has elected him as candidate for Audit &Supervisory Board Member.

4

Masashi Ochiai(September 22, 1960)

Newly
Appointed

Brief profile, position, responsibility and significant concurrent positions
April 1983
June 2007
April 2008
 Number of theCompany’s shares
owned
0 shares Term of Office for
Director― Attendance at Board of
Directors meetings:―
 Attendance at Audit &Supervisory Board:―

April 2010
April 2012
April 2020

Joined Tokyu Construction Co., Ltd.
General Manager, Corporate Planning Department of theCompany
General Manager, General Affairs Department of Tokyo
Branch of the Company
General Manager, General Affairs Department of Building
Construction Division of the Company
General Manager, Finance & Accounting Department of
Business Administration Division of the Company
Full-time General Manager, Finance & Accounting
Department of Business Administration Division of theCompany (to present) Reasons for the election of candidate for Audit & Supervisory Board
MemberMr. Ochiai has in-depth knowledge of finance and accounting with abundant
operational experience in the Finance & Accounting Department of theCompany. Accordingly, he has been elected as candidate for Audit &Supervisory Board Member.

Notes:1. There is no special interests between the candidates for Audit & Supervisory Board Member and the Company.
2. Youichi Saito and Kazuo Kitamura satisfy the Company’s criteria for the independence of Audit & Supervisory
Board Members set forth in pages 14 to 15 and are candidates for independent officers pursuant to the regulationsof the Tokyo Stock Exchange, Inc.
3. Limited liability agreement
The Company has concluded agreements with Satoshi Hashimoto and Youichi Saito 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 prescribed in such agreement is the minimum
liability amount stipulated in the items of Article 425 (1) of said Act. The Company plans to extend theaforementioned limited liability agreements if their election is approved. The Company also plans to conclude anagreement with the same terms and conditions with Kazuo Kitamura and Masashi Ochiai if their election isapproved.

[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 andIndependent Audit & Supervisory Board Members) without any risk of conflict of interest with generalshareholders.
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 ofmoney or 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
corporation that 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 either (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
Enforcement of 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 mostrecent 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.
7.
8.

9.

A major financial institution is a financial institution in which the Company has year-end loan balance of morethan 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 andindirect holding).
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 othercorporation, 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.