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, 2021
To Our Shareholders:

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

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

Notice of the 18th Annual General Meeting of Shareholders
The Company would hereby like to announce shareholders the Company’s 18th 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, 2021 (Wednesday).
Sincerely yours,
1.

Date:

10:00 a.m., June 24 (Thursday), 2021
(Reception will begin at 9:00 a.m.)2.

Venue:

Ballroom, B2F, Cerulean Tower Tokyu Hotel
26-1 Sakuragaoka-cho, Shibuya-ku, Tokyo

3.

Purposes:
Items to be reported:

1.

2.

Items to be resolved:
Agenda No. 1:
Agenda No. 2:
Agenda No. 3:
Agenda No. 4:
Agenda No. 5:

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 18th business period (April
1, 2020 to March 31, 2021)
The non-consolidated financial statements for the 18th business period(April 1, 2020 to March 31, 2021)

Appropriation of Retained Earnings
Partial Amendment to the Articles of Incorporation
Election of Ten (10) Directors
Revision of Amount of Remuneration for Outside Directors
Decision on Remuneration for Granting Restricted Stocks to Directors(excluding Outside Directors and Directors not engaging in businessexecution)

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/en/

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
10 yen per common share of the Company

Total amount: ¥ 1,047,325,990(2) Effective date on which dividends are disbursed from retained earnings
June 25, 2021

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

Reasons for proposal
Given the future expansion of business fields, the Company hereby proposes amendments by adding thebusiness purposes of the company which has become a wholly-owned subsidiary of the Company, to thecurrent provision of Article 2 of the 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.)
Current Articles of Incorporation

Chapter 1

General Provisions(Purpose)
Article 2

Proposed amendments
Chapter 1(Purpose)

The purpose of the Company shall be to

Article 2

perform the following businesses.
1 to 10

General Provisions(Articles omitted)(Newly stated)

The purpose of the Company shall be toperform the following businesses.

1 to 10(Same as the current articles)

11. Power generation, and supply of electricity
and heat business

11 to 16

(Articles omitted)(Newly stated)
17(Articles omitted)

12 to 17(Same as the current articles)

18. Manpower dispatching business
19.

(Same as the current articles)

Agenda No. 3: 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 Company currently has three (3) Independent Directors in accordance with the regulation of theTokyo Stock Exchange, and will place four (4) Independent Directors, accounting for more than one-thirdof all Directors, upon approval of this Proposal as originally proposed.
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

4

Reappointed

Attendance at Boardof Directors meetings
Representative Director,
14/15 meetings
Current positions

Chairman(93.3%)

Representative Director,
President(100%)

Representative Director,

15/15 meetings

Executive Vice President(100%)

Director, Senior
Masatoshi Shimizu

15/15 meetings

Managing Executive
Officer

15/15 meetings(100%)

Director, Managing

15/15 meetings

Executive Officer(100%)

5

Reappointed

Yushi Tsukui

6

Reappointed

Masao Tomoe

Director

7

Reappointed

External

Independent Officer

Kahori Yoshida

Director

8

Reappointed

External

Independent Officer

Isao Onda

Director

9

Newly
Appointed

External

Independent Officer

Kunihiro Koshizuka

*

*

10

Newly
Appointed

External

Independent Officer

Tsutomu Tsunashima

*

*

Note:

15/15 meetings(100%)
15/15 meetings(100%)
15/15 meetings(100%)

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

1

Tsuneo Iizuka

Reappointed(August 5, 1948)

Brief profile, position, responsibility and significant concurrent positions

 Number of theCompany’s shares
owned
85,040 shares Term of Office for
Director
15 years Attendance at Board of
Directors meetings:
14/15 meetings (93.3%)

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 Officer of 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
23,520 shares Term of Office for
Director
9 years Attendance at Board of
Directors meetings:
15/15 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 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 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
9,233 shares

June 2016
June 2018
April 2020

 Term of Office for
Director
5 years Attendance at Board of
Directors meetings:
15/15 meetings (100%)

Joined Tokyu Construction Co., Ltd.
Executive Officer of the Company
Managing Executive Officer of the Company
General Manager, Building Construction Division of theCompany
Director, Managing Executive Officer of 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
5,301 shares Term of Office for
Director
4 years Attendance at Board of
Directors meetings:
15/15 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 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
3,676 shares Term of Office for
Director
3 years Attendance at Board of
Directors meetings:
15/15 meetings (100%)

June 2018

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

6

Masao Tomoe(November 23, 1953)

Reappointed

Brief profile, position, responsibility and significant concurrent positions

 Number of theCompany’s shares
owned
0 shares Term of Office for
Director
3 years Attendance at Board of
Directors meetings:
15/15 meetings (100%)

April 1976
June 2007
April 2011
April 2014
July 2014

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
June 2015
Director & Senior Managing Executive Officer of Tokyu
April 2017
Representative Director & Vice President of Tokyu (topresent)
June 2018
Director of the Company (to present)
September 2019
Representative Director & Vice President of Tokyu
Corporation (to present)(significant concurrent positions)Representative Director & Vice President of Tokyu Corporation
 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.

7

 Number of theCompany’s shares
owned
0 shares Term of Office for
Director
2 years Attendance at Board of
Directors meetings:
15/15 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)(significant concurrent positions)
Lawyer Reasons for proposing the candidate for Outside Director and outline of
expected roles
Ms. Yoshida has professional expertise as a lawyer and work experience inthe real estate industry, and has been re-elected for Outside 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
in corporate management, the Company believes, based on the reason above,
she will be able to accomplish her duties as Outside Director.

8 Number of theCompany’s shares
owned
0 shares Term of Office for
Director
1 year Attendance at Board of
Directors meetings:
15/15 meetings (100%)
3 meetings as Audit &Supervisory
Board
Member12 meetings as External
Director

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
Auditor of the Company (to present)
January 2019
Partner of GTM Tax Co. (to present)
Visiting professor of Institute for Technology, Enterprise
April 2019
and Competitiveness, Doshisha University
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 andCompetitiveness, Doshisha University
 Reasons for proposing the candidate for Outside 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 Outside
Director with the expectation that he will contribute to oversight of overallbusinesses with his beneficial advice and opinions through his expertise andexperience.

9

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

 Term of Office for
Director― Attendance at Board of
Directors meetings:―(September 30, 1955)

Newly
Appointed

External

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 of KONICA MINOLTA, INC.
April 2014
Executive Vice President and Executive Officer, General
Manager in charge of Corporate R&D Headquarters of
KONICA MINOLTA, INC.
April 2015
Executive Vice President and Executive Officer, General
Manager in charge of Business Development of KONICAMINOLTA, INC.
June 2015
Director, Executive Vice President and Executive Officer,
General Manager in charge of Business Development of
KONICA MINOLTA, INC.
April 2016
Director, Executive Vice President and Executive Officer
of KONICA MINOLTA, INC.
Senior Technical Advisor of KONICA MINOLTA, INC.
June 2019
May 2020
Outside Director of AEON MALL Co., Ltd. (to present)(significant concurrent positions)
Outside Director of AEON MALL Co., Ltd.
 Reasons for proposing the candidate for Outside Director and outline of
expected roles
Mr. Koshizuka has professional expertise in digital and science technology
with a wealth of experience and broad insights with respect to technicalstrategy formulation, new business creation, and large acquisition deals. He
has been elected as a candidate for Outside Director with the expectation that
he will contribute to oversight of the overall businesses with his beneficial
advice and opinions through his expertise and experience.

10

 Number of theCompany’s shares
owned
0 sharesKunihiro
Koshizuka

Tsutomu
Tsunashima(September 8, 1956)

Newly
Appointed

External

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. (toJune 2016
present)
 Reasons for proposing the candidate for Outside 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 elected as a candidate for Outside Director withthe expectation that he will contribute to oversight of the overall businesses
with his beneficial advice and opinions through his expertise and experience.

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 14.67%). 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. Kahori Yoshida, Isao Onda, Kunihiro Koshizuka, and Tsutomu Tsunashima 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 the Tokyo Stock Exchange, Inc.
3. Limited liability agreement
The Company has concluded agreements with Masao Tomoe, Kahori Yoshida, and Isao Onda to limit theirrespective 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 theminimum liability amount stipulated in the items of Article 425 (1) of said Act. The Company plans to extend theaforementioned limited liability agreements if their re-election is approved. The Company also plans to conclude
an agreement with the same terms and conditions with Kunihiro Koshizuka, and Tsutomu Tsunashima if theirelections are approved.
4. Directors’ Liability Insurance Contracts
The Company has a directors’ liability insurance contract with the insurance company which covers liability fordamages and litigation costs of an insured person that arises from compensation claims to the insured person fordamages due to the insured person’s acts (including failure to act) in the use of his or her position during theinsurance period. However, the Company does not compensate for damages claimed that are caused by an insured
person’s criminal acts. Each candidate will become an insured person of the said contract upon the appointment as
Director, and the said contract will be renewed in the midst of his or her term of office.

[Reference: Expertise and Experience of Candidates for Directors and Audit & Supervisory Board Members]
Directors

Name

TsuneoIizukaMitsuhiro
TeradaMotoyuki
Takagi
Masatoshi
Shimizu
Yushi
Tsukui
Masao
Tomoe
Kahori
YoshidaIsao Onda
Kunihiro
Koshizuka
Tsutomu
Tsunashima

Sales

*

*

*

*

*

*

*

*

*

*

*

*
*

Laws andCompliance*

External
Independent
External
Independent
External
Independent
External
Independent

FinanceandAccounting

Developmentof HumanResources

*

*

*

*

International
MindsetDigitalInnovation**

Audit & Supervisory Board Members

Name

Satoshi
Hashimoto
MasashiOchiai
Youichi
Saito
Yoshikazu
Kato
Kazuo
Kitamura

Corporate
management

*
*

*

*
*

Corporate
management

*

Sales

Laws andCompliance

FinanceandAccounting*

Developmentof HumanResources

International
MindsetDigitalInnovation**
External
Independent
External
Independent
External
Independent

*
*
*

*
*

[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 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
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.

Agenda No. 4: Revision of Amount of Remuneration for Outside Directors
Directors’ remuneration amount was resolved at the 5th Annual General Meeting of Shareholders held on June25, 2008, and the total amount of remuneration for all Directors shall be no more than ¥360 million per year(including a total amount not exceeding ¥30 million per year for Outside Directors and excluding salaries forservices as employees for those Directors who serve as such). In a bid to strengthen the corporate governancesystem, the Company proposes increasing the number of Outside Directors as stated in Agenda No. 3. The
Company will also prepare for a further increase in the number of Directors in the coming years. Accordingly,
we propose raising the total amount of remuneration for Outside Directors out of the aggregate amount payable
to all Directors. Specifically, the proposal is that the total amount of remuneration for Outside Directors shallbe increased to an amount not exceeding ¥60 million per year, but the current total amount of remuneration for
all Directors shall be unchanged as no more than ¥360 million per year (excluding salaries for services as
employees for those Directors who serve as such).
The maximum amount of remuneration for Outside Directors in this Proposal has been determined based on
the aforementioned situation, the Policy for determining details of remuneration, etc. for each Director(Please refer to page 19 for details of the said Policy.), and various other matters. The decision is deemed
reasonable.
The Company currently has ten (10) Directors (including four (4) Outside Directors and three (3) of them serve
as Independent Outside Directors), and will have ten (10) Directors (including four (4) Outside Directors, andall of them will become Independent Outside Directors) if Agenda No. 3 is approved as originally proposed.

Agenda No. 5: Decision on Remuneration for Granting Restricted Stocks to Directors (excluding Outside Directors andDirectors not engaging in business execution)
The amount of remuneration for Directors was resolved at the 5th Annual General Meeting of Shareholders
held on June 25, 2008, and the total amount of remuneration for all Directors shall be no more than ¥360
million per year (including a total amount not exceeding ¥30 million per year for Outside Directors; salaries forservices as employees for those Directors who serve as such are excluded). If Agenda No. 4 “Revision ofAmount of Remuneration for Outside Directors” is approved as originally proposed, the total amount of
remuneration for all Directors shall be no more than ¥360 million per year (including the total amount notexceeding ¥60 million per year for Outside Directors; salaries for services as employees for those Directors
who serve as such are excluded). In addition, the adoption of the stock-based remuneration using a trust was
resolved at the 15th Annual General Meeting of Shareholders held on June 26, 2018.
The Company has reviewed the current Directors’ remuneration system, and hereby proposes remuneration for
granting the restricted stocks to Directors (excluding Outside Directors and Directors not engaging in businessexecution; hereinafter the “Eligible Directors”), which shall replace the aforementioned stock-based
remuneration using a trust, and will be separate from the aforementioned Directors’ remuneration limitations,for the purpose of incentivizing Eligible Directors to continuously improve the corporate value, as well as topromote further shared value between Eligible Directors and shareholders.
The remuneration to be paid to Eligible Directors for granting the restricted stocks based on this Proposal shallbe monetary compensation claims and the total amount of remuneration shall be no more than ¥60 million peryear (excluding salaries for services as employees for those Directors who serve as such). Details of the timingof payment and allocation to each Eligible Director shall be determined by the Board of Directors.
The stock-based remuneration using a trust shall be terminated, and thereafter, any additional contribution shallbe discontinued, provided that this Proposal is approved.
The Company currently has ten (10) Directors (including four (4) Outside Directors) and will have ten (10)Directors (including four (4) Outside Directors) if Agenda No. 3 “Election of Ten (10) Directors” is approved.
In addition, in accordance with the resolution by the Board of Directors, eligible Directors shall deliver all
monetary compensation claims that they have received under this Proposal, as property contributed in-kind,and shall receive the Company’s common stock that shall be issued or disposed of. The total number of sharesof the Company’s common stock to be issued or disposed of shall not exceed 120,000 shares per year.
(Nevertheless, if, on or after the date of the approval and adoption of this Proposal, the Company’s common
stock is subject to a stock split (including allotment of the Company’s common stock without contribution) or ashare consolidation, or there are other circumstances requiring an adjustment of the total number of shares of
the Company’s common stock to be issued or disposed of as restricted stocks, the Company will adjust suchtotal number of shares to a reasonable extent.)
The amounts to be paid per share of the Company’s common stock to be issued or disposed of will be decided
by the Board of Directors, based on the closing price of the Company’s common stock on the Tokyo Stock
Exchange on the business day preceding the date of each resolution of the Board of Directors (if theCompany’s stock is not traded on the said date, the closing price of the most recent trading day preceding thesaid date), to the extent that it will not be excessively advantageous for Eligible Directors. The Company shallissue or dispose of its common stock and provide monetary compensation claims as a property contributed inkind, provided that the Company and Eligible Directors conclude a restricted stock allocation agreement(hereinafter the “Allocation Agreement”), which includes the following items. The maximum remuneration
amounts, total number of shares of the Company’s common stock to be issued or disposed of, and otherconditions for granting the restricted stocks to Eligible Directors under this Proposal have been determinedbased on the aforementioned purposes, the Company’s operating performance, the Policy for determining
details of remuneration, etc. for each Director (Please note that if this Proposal is approved, the said Policy will
be revised and replaced with the details stated on page 19, being consistent with the approved contents.), andother various factors. The decision is deemed reasonable.
[Outline of Details of the Allocation Agreement](1) Transfer Restriction Period
Eligible Directors may not transfer, create security interest on, or otherwise dispose of the Company’s common
stocks allotted under the Allocation Agreement (the “Allotted Stocks”) (hereinafter, the “Transfer Restriction”)
during the period of thirty (30) years from the date of the allocation under the Allocation Agreement (the“Transfer Restriction Period”).
(2) Resignation of Eligible Directors
In the event an Eligible Director resigns from a post that is an officer’s position of the Company or its
subsidiaries and is predetermined by the Board of Directors of the Company prior to the expiration of theTransfer Restriction Period, the Company will acquire the Allotted Stocks without any compensation unlesssuch resignation is due to the expiration of term of office, death, or other legitimate reasons.
(3) Cancellation of the Transfer Restriction Period
Notwithstanding the provision (1) above, the Transfer Restriction shall be cancelled at the time of the
expiration of the Transfer Restriction Period for the entire shares of the Allotted Stocks, provided that the
Eligible Directors have continuously served at a post that is an officer’s position of the Company or its
subsidiaries and is predetermined by the Board of Directors of the Company during the Transfer Restriction
Period. However, in the event an Eligible Director resigns from a post that is an officer’s position of theCompany or its subsidiaries and is predetermined by the Board of Directors of the Company prior to the
expiration of the Transfer Restriction Period, due to the reasons of the expiration of the term of office, death, orother legitimate reasons based on the provision (2) above, the number of the Allotted Stocks subject to thecancellation of the Transfer Restriction and the timing at which to cancel the Transfer Restriction shall be
adjusted to a reasonable extent as needed. The Company will acquire, as a matter of course, the Allotted Stocks
without any compensation for which the Transfer Restriction has not been cancelled, at the time immediately
after the cancellation of the Transfer Restriction based on the above provision.
(4) Reorganization and Other Matters
Notwithstanding the provision (1) above, in the event a merger agreement in which the Company will become
the absorbed company, a stock exchange agreement or a stock transfer plant in which the Company will
become a wholly-owned subsidiary, or any other matter related to organizational restructuring, etc., isapproved at the General Meeting of Shareholders (or if approval at the General Meeting of Shareholders is not
required in relation to such organizational restructuring, then the Board of Directors’ meeting) during theTransfer Restriction Period, the Company will cancel the Transfer Restriction for the number of the Allotted
Stocks that is determined reasonably based on the period between the date beginning the Transfer Restriction
Period and the date of approval of the said organizational restructuring, etc., through the resolution of theBoard of Directors, prior to the effective date of the said organizational restructuring, etc. In the provision
above, the Company will acquire, as a matter of course, the Allotted Stocks without any compensation forwhich the Transfer Restriction has not been cancelled, at the time immediately after the cancellation of theTransfer Restriction.
(5) Other Matters
Other matters concerning the Allocation Agreement shall be determined at the Board of Directors.

If this Proposal is approved, the “Policy for determining details of remuneration, etc. for each Director” of theBusiness Report will be replaced with the following.
Details of Revision:
The Company determines the standard of remuneration to Directors based on their position, business execution
status, employee wage levels, third parties’ survey results on business managers’ remuneration in domestic
companies, and other factors. The remuneration consists of monetary (basic) remuneration and stock-based
remuneration for the purpose of incentivizing Directors toward better business performance in the short term as
well as corporate value improvement in the medium to long term.
The monetary remuneration consists of fixed remuneration according to position, and remuneration linked toshort-term performance. The fixed remuneration is paid at a fixed amount monthly. The remuneration linked toshort-term performance is aimed at incentivizing Directors toward better performance in the short term, and the
remuneration amount is calculated by multiplying the basic amount according to position by a performanceachievement ratio based on performance indicators such as KPI determined in a management plan, with two
payments per year. A performance achievement ratio is calculated based on various factors from acomprehensive viewpoint, such as non-financial indicators and performance results by segment, as well as
financial indicators including operating profit, net income, and ROIC. Payment ratios fluctuate at a range
between 0 and 200 percent, corresponding to performance achievement ratios. The remuneration to Outside
Directors and Directors not engaging in business execution is only the fixed remuneration of the basic
remuneration.
The stock-based remuneration, which is aimed at incentivizing Directors toward corporate value improvementin the medium to long term and to share economic value between Directors and shareholders, is provided as
restricted stocks to Directors excluding Outside Directors and Directors not engaging in business operations.
The number of shares to be granted is determined based on the basic amount according to position, at a
meeting of the Board of Directors every year.
The allocated ratio of payment to each remuneration item is set at the approximate level of 60 percent for fixed
remuneration, 20 percent for variable remuneration, and 20 percent for stock-based remuneration at an average
performance level.
In determining remuneration to each Director, the Appointments and Remunerations Committee, the majorityof whose members are Independent Outside Directors, serves as an advisory body to the Board of Directors
and it examines and discusses the appropriateness and reasonableness of remuneration amounts payable toeach Director, such as an examining the accuracy of calculations in accordance with the above Policy. Upon
receiving results of the examination from the said Committee, the Board of Directors makes a decision.