Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 1821)
June 7, 2022
To Shareholders with Voting Rights:
Shigetoshi Kondo
Representative Director,
President
Sumitomo Mitsui Construction Co., Ltd.
2-1-6, Tsukuda, Chuo-ku, Tokyo, JapanNOTICE OF
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We would like to notify you of the 19th Annual General Meeting of Shareholders of Sumitomo Mitsui
Construction Co., Ltd. (the “Company”). The meeting will be held for the purposes as described below.
In order to prevent the spread of the COVID-19 infection, we will hold this General Meeting of Shareholders
after implementing an appropriate selection of preventive measures against infection.
However, from the viewpoint of preventing the spread of infection, we request that you exercise your voting
rights in advance, in writing or via the Internet, etc. to the extent possible and refrain from attending the meetingin person.
If you agree to exercise your voting rights in advance, please review the attached Reference Documents for
the General Meeting of Shareholders and exercise your voting rights by 5:45 p.m. on Tuesday, June 28, 2022,
Japan time.
1. Date and Time:
2. Place:

Wednesday, June 29, 2022 at 10:00 a.m. Japan time
Corporate Headquarters (Conference room on the 2nd floor) located at
2-1-6, Tsukuda, Chuo-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, the Consolidated Financial Statements for theCompany’s 19th Fiscal Year (April 1, 2021 - March 31, 2022) and results ofaudits by the Accounting Auditor and the Audit & Supervisory Board of theConsolidated Financial Statements
2. The Non-consolidated Financial Statements for the Company’s 19th Fiscal
Year (April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of 9 Directors
Proposal 3:
Election of 2 Audit & Supervisory Board Members
Proposal 4:

●

●
●
●
①
②
③

④
⑤
⑥

⑦

●

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

Instructions on Exercising Voting Rights
If Attending the General Meeting of Shareholders
Date and time of the Meeting: Wednesday, June 29, 2022, at 10:00 a.m.
Please hand in the enclosed Voting Rights Exercise Form at the reception desk on arrival at the Meeting.
In addition, please bring this booklet for reference at the meeting.
▪ If exercising voting rights via proxy, one (1) other shareholder with voting rights may attend the General Meeting of
Shareholders as your proxy. In this case, please submit documentation to the Company proving the right to represent, suchas the power of attorney. (Non-shareholding proxies, accompanying persons or anyone else who is not a shareholder may
not attend the General Meeting of Shareholders.)

If Not Attending the General Meeting of Shareholders
Deadline for exercising voting rights: Tuesday, June 28, 2022, 5:45 p.m.
By MailPlease indicate whether you approve or disapprove of each proposal on the enclosed Voting Rights Exercise
Form and return by mail.
By the Internet
Please indicate whether you approve or disapprove of each proposal on the voting rights exercise website
designated by the Company: https://www.web54.net/
Please see the next page for details.
If exercising voting rights by mobile phone or smartphone, etc., it is also
possible to use a barcode reader to scan the “QR Code®” shown to the rightto access the voting rights exercise website.
(QR Code is a registered trademark of DENSO WAVE CORPORATION)▪ If there is no indication of approval or disapproval for each proposal on the Voting Rights Exercise Form, it shall bedeemed as an indication of approval.
▪ If you exercise your voting rights twice, such as by writing and Internet, etc., only the later vote arriving at the Company
will be considered a valid exercise of voting rights, and if they arrive on the same day, the vote cast through the Internet,
etc., will be deemed valid.
▪ If you exercise your voting rights multiple times via the Internet, etc., only the latest vote shall be deemed valid.

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

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

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:
Appropriation of Surplus
Concerning the appropriation of surplus, the Company proposes the following.
• Matters concerning year-end dividends
The Company seeks to strengthen its financial standing and increase its internal reserves in
preparation for future business expansion while maintaining a stable dividend policy, and determines
dividend distribution by taking comprehensive account of trends in business results as well as the future
management environment.
Based on the above policy, upon consideration of the business performance, etc. in the future, theCompany proposes the following for the year-end dividend for the 19th fiscal year.
(1) Dividend asset typeCash(2) Matters concerning distribution of dividends to shareholders and the total amount
While the Company recorded a major loss due to worsening profitability of large-scale construction
works in the fiscal year under review, it is considered to be a temporary one as the loss in the fiscal
year under review is a collective recording of anticipated losses in the future, and therefore theCompany proposes a year-end dividend of 20 yen per share, up 2 yen per share from the previous
fiscal year, by comprehensively taking into account its future business performance and other factors.
In this case, the total amount of dividend will be 3,125,810,460 yen.
(3) Date on which the dividend of surplus becomes effective
June 30, 2022

Proposal 2:

Partial Amendments to the Articles of Incorporation

1.

Reasons for the proposal
The amended provisions stipulated in the proviso of Article 1 of the Supplementary Provisions of the “ActPartially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022.
Accordingly, in order to prepare for the introduction of the system for electronic provision of materials forgeneral meetings of shareholders, the Articles of Incorporation of the Company shall be amended as follows.
(1) The proposed Article 13-2, Paragraph 1 provides that information contained in the reference documents
for the general meeting of shareholders, etc. shall be provided electronically. The purpose of the proposed
Article 13-2, Paragraph 2 is to establish a provision to limit the scope of matters to be included in thepaper copy to be sent to shareholders who have requested it.
(2) The provisions related to the Disclosure of documents for General Meeting of Shareholders through theInternet and Deemed Provision (Article 13-2 of the current Articles of Incorporation) will become
unnecessary and will therefore be deleted.
(3) In line with the above establishment and deletion of the provisions, supplementary provisions related tothe effective date, etc. shall be established.
2.

Details of the proposal
The details of the amendments are as follows.
Current Articles of Incorporation(Disclosure of documents for General Meeting of
Shareholders through the Internet and Deemed
Provision)
Article 13-2 When convening a general meeting ofshareholders, the Company may deem to haveprovided shareholders with information
pertaining to matters to be stated or indicated in
the reference documents for general meeting ofshareholders, business report, non-consolidated
financial statements and consolidated financial
statements by means of disclosure through theInternet in accordance with the Ordinance of the
Ministry of Justice.
<Newly established>(Amended parts are underlined.)
Proposed Amendments<Deleted>(Measures for Electronic Provision, Etc.)
Article 13-2 When convening a general meeting ofshareholders, the Company shall provide
information contained in the reference
documents for the general meeting ofshareholders, etc. electronically.
2. Among the matters to be provided
electronically, the Company may choose not toinclude all or part of the matters stipulated in the
Ordinance of the Ministry of Justice in the paper
copy to be sent to shareholders who haverequested it by the record date for exercise of
voting rights.

Current Articles of Incorporation<Newly established>

Proposed Amendments
Supplementary Provisions
Article 1 The deletion of Article 13-2 (Disclosure of
documents for General Shareholders Meetingthrough internet) of the Articles of Incorporation
prior to the amendments and new establishmentof the proposed Article 13-2 (Measures forElectronic Provision, Etc.) shall come into effecton the date of enforcement of the amended
provisions stipulated in the proviso of Article 1of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No.
70 of 2019) (the “Effective Date”).
Article 2 Notwithstanding the provisions of thepreceding paragraph, Article 13-2 (Disclosure of
documents for General Shareholders Meetingthrough internet) of the Articles of Incorporation
prior to the amendments shall remain in force
with respect to a general meeting of shareholders
to be held on a date within 6 months from the
Effective Date.
Article 3 The preceding two articles and this article
shall be deleted after the lapse of 6 months fromthe Effective Date or the lapse of 3 months fromthe date of the general meeting of shareholders
set forth in the preceding article, whichever islater.

Proposal 3:

Election of 9 Directors

The terms of office of all Directors (10 persons) will expire at the end of this Annual General Meeting of
Shareholders.
In this regard, the Company reviewed the composition of the Board of Directors and reduced the number of
Directors by one to enable the Board of Directors to supervise management from a further independent andobjective standpoint and to flexibly make decisions, and proposes to elect 9 Directors.
The candidates are as follows. From the viewpoint that the Company is a comprehensive construction
company mainly in the civil engineering business and building construction business in Japan and overseas,
the Company sets a basic policy to form a well-balanced Board of Directors comprising persons with adequate
knowledge regarding both businesses, as well as persons with expertise in governance, fund procurement, andcorporate management in consideration of diversity such as gender equality and internationality. The
Nomination and Compensation Advisory Committee, a majority of whose members are Independent Outside
Directors and Outside Audit & Supervisory Board Members (part-time), discussed the policy for selecting
candidates for Directors and the proposal of actual candidates, and the Board of Directors made a decision onthem by giving maximum consideration to the committee’s opinions.
Furthermore, if this Proposal is approved as proposed and the candidates assume the positions of Directors,
4 of the total number of 9 Directors shall be Independent Directors as stipulated in Article 436-2 of the
Securities Listing Regulations of the Tokyo Stock Exchange.

No.

Name

Attribution

Position1

Reappointment

Hideo
Arai

Male

Director, Chairman

2

Reappointment

Shigetoshi
Kondo

Male

Representative
Director, President

3.

Reappointment

Shoji
Kimijima

Male

4

Reappointment

ToshioShibataMale

5

Reappointment

Takeshi
SagaraMale

Representative
Director,
Executive Vice
President
Representative
Director,
Senior Managing
Executive Officer
Director,
Senior Managing
Executive Officer

6

Reappointment

Sakio
Sasamoto

Outside7

Reappointment

Jun Sugie

9

Reappointment

Reappointment

Tamao
Hosokawa

Tsukasa
KawadaMale
OutsideIndependent
DirectorMale

15 out of 15
times(100%)

Director

19 out of 19
times(100%)

Director

19 out of 19
times(100%)

Director

15 out of 15
times(100%)

Independent
DirectorFemaleOutsideSenior Manager, Safety, Environment& Production Management Division
Senior Manager, DX (Digitaltransformation) Promotion

19 out of 19
times(100%)

19 out of 19
times(100%)

Independent
Director

8

In charge of Administration Division
and Global Division
Division Director, Audit Department
and Secretariat
Division Director, Civil Engineering
Division

Director

Independent
Director
Male
OutsideResponsibilities

Attendanceat Board of
Directors
Meetings
19 out of 19
times(100%)
19 out of 19
times(100%)
19 out of 19
times(100%)

No.

Name(Date of birth)

Hideo Arai
(January 11, 1955)[Reappointment][Male]

1

2

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

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

Number ofshares of theCompany held

87,874
April 2011
April 2012
June 2012
April 2013
April 2015
April 2021
April 2022
Reasons for selection as a candidate for Director
Since joining the Company, Mr. Hideo Arai has accumulated a wealth of experience from holding important posts in the civilengineering section, and he successfully achieved expected goals during his tenure as President. After taking up the post of
Chairman, he has been working with Mr. Shigetoshi Kondo, current President, to strengthen corporate governance and further
enrich the management structure. Based on the fact that he has been adequately fulfilling his responsibilities, the Company has
judged it appropriate to renominate him as a candidate for Director.
Joined The Sumitomo Bank, Limited
April 1988
Senior Credit Officer, Credit Dept.1, Middle Market Banking Unit,
April 2010
Sumitomo Mitsui Banking Corporation
Shigetoshi Kondo
Deputy General Manager, Asakusabashi Corporate Business Office(December 24, 1965) April 2013
General Manager, Nagoya Corporate Solution Center
April 2015
General Manager, Strategic Corporate Business Dept.
[Reappointment]
Senior General Manager
April 2017
[Male]
Senior Manager, Corporate Planning Department and Affiliated52,729Business Department of the Company
Attendance at Board April 2018
Managing Executive Officer
of Directors Meetings
General Manager, Corporate Planning Department
Senior Managing Executive Officer
during fiscal 2021: April 2019
Director
19 out of 19 times
June 2019
Division Director, Corporate Planning Division(100%)
April 2020
Representative Director (to present), President (to present)
April 2021
Attendance at Boardof Directors Meetings
during fiscal 2021:
19 out of 19 times(100%)

Reasons for selection as a candidate for Director
Starting with the experience from his banking career, Mr. Shigetoshi Kondo has a wealth of experience from holding important
posts in the corporate planning divisions of the Company. He has been working with Mr. Hideo Arai, Chairman, to strengthen
corporate governance and further enrich the management structure. Based on the fact that he has been adequately fulfilling his
responsibilities as top manager, the Company has judged it appropriate to renominate him as a candidate for Director.

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

Joined Sumitomo Construction Co., Ltd.
General Manager, General Affairs Department, Administration
Division
Shoji Kimijima
General Manager, General Affairs Department, Global Business
April 2003
(July 29, 1955)
Department of the Company
Executive Officer
April 2011
[Reappointment]
Division Director, Secretariat (to present)
April 2012
[Male]
Managing Executive Officer
April 2013
Division Director, Administration Division
62,173
Director
June
2013
Attendance at Board
Senior Managing Executive Officer
of Directors Meetings April 2016
Representative Director (to present)
April 2019
during fiscal 2021:
Executive Vice President (to present)
19 out of 19 times
In charge of Global Division (to present)(100%)
Division Director, Audit Department (to present)
Division Director, Administration Division
October 2019
In charge of Administration Division (to present)
April 2021
Reasons for selection as a candidate for Director
Since joining the Company, Mr. Shoji Kimijima has accumulated a wealth of experience from holding important posts in thecorporate administration section, and currently, he is adequately fulfilling his responsibilities as the director in charge of
Administration Division and Global Division. Therefore, the Company has judged it appropriate to renominate him as a candidate
for Director.
Joined Mitsui Construction Co., Ltd.
April 1985
Toshio Shibata
Civil Engineering Designing Department No.2, Civil Engineering
April 2003
(December 8, 1962)
Administration Department, Civil Engineering Business Division of
the Company[Reappointment]
General Manager, Civil Engineering Technical Consulting
April 2012
Department, Civil Engineering Division[Male]
Executive Officer
April 201829,499General Manager, Tokyo Civil Engineering Branch
Attendance at Board April 2019
Managing Executive Officer, Division Director, Civil Engineeringof Directors Meetings April 2020
Division (to present)
during fiscal 2021:
DirectorJune
2020
19 out of 19 times
Representative Director (to present), Senior Managing Executive
April
2022
(100%)
Officer (to present)
April 1979
June 1999

3.

4

Reasons for selection as a candidate for Director
Since joining the Company, Mr. Toshio Shibata has accumulated a wealth of experience from holding important posts in the civilengineering section, and currently, he is adequately fulfilling his responsibilities as Division Director of Civil Engineering
Division. Therefore, the Company has judged it appropriate to renominate him as a candidate for Director.

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Joined Mitsui Construction Co., Ltd.
Construction Site Manager, Tokyo Building Construction Branch of
the Company
Takeshi Sagara
General Manager, Building Construction Department, Kyushu
July 2007(September 8, 1957)
BranchGeneral Manager, Kyushu Branch
April 2012
[Reappointment]
Executive Officer
April 2013
[Male]
Managing Executive Officer
April 2015
39,032Overall in charge of Construction, Building Construction Division
Division Director, Production Management Division
Attendance at Board April 2016
Senior Managing Executive Officer (to present)of Directors Meetings April 2019
Division Director, Safety, Environment & Production Management
during fiscal 2021:
Division
15 out of 15 times
Chief Officer, Safety, Environment & Production Management
April
2021
(100%)
Division (to present)
Chief Officer, DX Promotion (to present)
Director (to present)
June 2021
Reasons for selection as a candidate for Director
Since joining the Company, Mr. Takeshi Sagara has accumulated a wealth of experience from holding important posts in thebuilding construction and production management sections. Currently, he is adequately fulfilling his responsibilities as Chief
Officer (currently Senior Manager) of Safety, Environment & Production Management Division and Chief Officer (currently
Senior Manager) of DX Promotion. Therefore, the Company has judged it appropriate to renominate him as a candidate for
Director.
April 1981
April 2003

5

Number ofshares of theCompany held

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Sakio Sasamoto
April 1974
(December 24, 1950) December 1999
[Reappointment][Candidate for Outside
Director][Candidate for
Independent Director][Male]

6

April 2001
April 2003
April 2005

August 2005
April 2008
June 2009

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

Number ofshares of theCompany held

0

Attendance at Board
June 2012of Directors Meetings
June 2016
during fiscal 2021:
19 out of 19 times(100%)
1. Reasons for selection as candidate for Outside Director and a summary of expected roles
1) Mr. Sakio Sasamoto is a candidate for Outside Director as stipulated by Item 7 for Clause 3 of Article 2, of theOrdinance for Enforcement of the Companies Act.
2) Mr. Sakio Sasamoto has been selected as a candidate for Outside Director as the Company wishes to have him continue
to exercise his wide range of experience regarding management of the Company. Furthermore, during his tenure as
Outside Director, he has been adequately fulfilling his responsibilities as Director of the Company, and as stated in (4.
Matters regarding Officers (6) Matters regarding Outside Officers 3) Main Activities for the Fiscal Year Under Review)of the Business Report for the 19th fiscal year (available in Japanese only), he is appropriately fulfilling his
responsibilities during the fiscal year under review as well. Therefore, the Company has judged that he will continue toappropriately fulfill the responsibilities of Outside Director.
3) The Company believes that he can provide useful remarks and suggestions from an independent and objective
standpoint based on his extensive experience gained through his corporate management career described in 2) above.
He is also expected to supervise the Company’s management as Chairman of the Nomination and Compensation
Advisory Committee, through involvement in matters such as the organization of board members and theircompensation structure.
2. Independence qualification of candidate for Outside Director
Mr. Sakio Sasamoto has served for many years at JFE Holdings Group (retired in June 2016 from all the positions of theGroup), which has transactional relationships with the Company, but the amount of business between the Group and the saidgroup is less than 1% of annual consolidated net sales of the Group and the said group, on average over the most recent three
years. The Company has judged that he does not have a possibility of conflicts of interest with general shareholders andpossesses adequate independence, and has thereby registered him as an Independent Director with the Tokyo Stock
Exchange, as stipulated in Article 436-2 of the Securities Listing Regulations. If he is reelected as Director and appointed
Outside Director, the Company plans to maintain his registration as an Independent Director.
3. Number of years since the candidate for Outside Director assumed office as Outside Director of the Company
The term of retention of Mr. Sakio Sasamoto as Outside Director will be 6 years at the close of this General Meeting.

No.

Name
(Date of birth)

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

7

Number ofshares of theCompany held

Joined former Ministry of Finance
Deputy Commissioner, Large Enterprise Examination and Criminal
Investigation Department, National Tax Agency
Jun Sugie
July 2008
Regional Commissioner, Kantoshinetsu Regional Taxation Bureau(June 23, 1956)
July 2009
Deputy Commissioner (International Affairs), Commissioner's
Secretariat, National Tax Agency[Reappointment]
July 2011
Regional Commissioner, Tokyo Regional Taxation Bureau[Candidate for Outside December 2012
Deputy Director-General, Japan Securities Depository Center,
Director]
Incorporated
June 2014
Managing Director, Japan Securities Depository Center,[Candidate forIncorporated
0
Independent Director]
Managing Director, JASDEC DVP Clearing Corporation[Male]
July 2015
Senior Executive Officer, Japan Securities Depository Center,
Incorporated
Attendance at Board
May 2017
Outside Director, IDOM Inc. (to present)of Directors Meetings April 2018
Vice Chairman and Executive Director, The Investment Trusts
during fiscal 2021:
Association, Japan (to present)
19 out of 19 times
June 2019
Outside Director of the Company (to present)(100%)[Significant concurrent positions]・ Outside Director, IDOM Inc.
・ Vice Chairman and Executive Director, The Investment Trusts Association, Japan
1. Reasons for selection as candidate for Outside Director and a summary of expected roles
1) Mr. Jun Sugie is a candidate for Outside Director as stipulated by Item 7 for Clause 3 of Article 2, of the Ordinance for
Enforcement of the Companies Act.
2) Mr. Jun Sugie has been selected as a candidate for Outside Director as the Company wishes to have him continue toreflect his sophisticated expertise in accounting and taxation and wide range of management experience and insights in
the Company’s management. Furthermore, during his tenure as Outside Director, he has been adequately fulfilling his
responsibilities as Director of the Company, and as stated in (4. Matters regarding Officers (6) Matters regarding Outside
Officers 3) Main Activities for the Fiscal Year Under Review) of the Business Report for the 19th fiscal year (available
in Japanese only), he is appropriately fulfilling his responsibilities during the fiscal year under review as well. Therefore,
the Company has judged that he will continue to appropriately fulfill the responsibilities of Outside Director.
3) The Company believes that he can provide useful remarks and suggestions from an independent and objective
standpoint based on his sophisticated expertise in accounting and taxation and wide range of management experienceand insights in the Company’s management described in 2) above. He is also expected to supervise the Company’s
management as a member of the Nomination and Compensation Advisory Committee, through involvement in matterssuch as the organization of board members and their compensation structure.
4) IDOM Inc., where Mr. Jun Sugie serves as Outside Director, received an order for action from the Consumer Affairs
Agency in December 2017 for allegedly conducting misleading representations which fall under Item 2 for Article 5 of
the Act against Unjustifiable Premiums and Misleading Representations and are prohibited by the provisions of thesame Article. Although he had not known the fact until it was revealed, he constantly made recommendations regarding
compliance to IDOM Inc. After the fact was revealed, he received detailed information about the conduct in question
from Directors and employees, identified points for improvement, and examined measures such as strengthening inhouse investigative systems for advertisements and preventive measures including legal training within IDOM Inc.
2. Independence qualification of candidate for Outside Director
In view of the fact that no transactions exist between the Company and IDOM Inc. and The Investment Trusts Association,
where Mr. Jun Sugie concurrently serves, the Company has judged that he does not have a possibility of conflicts of interest
with general shareholders and possesses adequate independence qualification, and has thereby registered him as an
Independent Director with the Tokyo Stock Exchange, as stipulated in Article 436-2 of the Securities Listing Regulations. If
he is reelected as Director and appointed Outside Director, the Company plans to maintain his registration as an
Independent Director.
3. Number of years since the candidate for Outside Director assumed office as Outside Director of the Company
The term of retention of Mr. Jun Sugie as Outside Director will be 3 years at the close of this General Meeting.

No.

Name
(Date of birth)

Number ofshares of theCompany held

May 1993
Became a journalist (to present)
October 2003
Member of the Shinagawa Ward Board of Education
April 2004
Part-time lecturer (modern politics), Seisa University
January
2016
Director, Chiba Institute of Technology[Reappointment]
June 2017
Director, Japan Institute for National Fundamentals (to present)[Candidate for Outside
June 2019
Outside Director of the Company (to present)
Director]
April 2021
Member of Gender Equality Bureau, Cabinet Office (to present),[Candidate forMember of Council for Information Disclosure and Personal
Independent Director]
0
Information Protection, Tokyo Metropolitan Government (to[Female]present)[Significant concurrent positions]
Attendance at Board ・ Journalistof Directors Meetings ・ Director, Japan Institute for National Fundamentals
during fiscal 2021: ・ Member of Gender Equality Bureau, Cabinet Office
19 out of 19 times ・ Member of Council for Information Disclosure and Personal Information Protection,
Tokyo Metropolitan Government(100%)
1. Reasons for selection as candidate for Outside Director and a summary of expected roles
1) Ms. Tamao Hosokawa is a candidate for Outside Director as stipulated by Item 7 for Clause 3 of Article 2, of theOrdinance for Enforcement of the Companies Act.
2) Ms. Tamao Hosokawa has been selected as a candidate for Outside Director as the Company wishes to have her
continue to reflect her objective point of view and broad knowledge as journalist in the Company’s management.
Furthermore, during her tenure as Outside Director, she has been adequately fulfilling her responsibilities as Director of
the Company, and as stated in (4. Matters regarding Officers (6) Matters regarding Outside Officers 3) Main Activities
for the Fiscal Year Under Review) of the Business Report for the 19th fiscal year (available in Japanese only), she isappropriately fulfilling her responsibilities during the fiscal year under review as well. Therefore, the Company has
judged that she will continue to appropriately fulfill the responsibilities of Outside Director.
3) The Company believes that she can provide useful remarks and suggestions from an independent and objective
standpoint reflecting her objective point of view and broad knowledge gained through her career as a journalist
described in 2) above. She is also expected to supervise the Company’s management as a member of the Nomination
and Compensation Advisory Committee, through involvement in matters such as the organization of board members
and their compensation structure, besides participating in the promotion of women empowerment and realization ofdiversity and inclusion at the Company.
2. Independence qualification of candidate for Outside Director
Ms. Tamao Hosokawa has assumed the office of a Director of Chiba Institute of Technology (retired in January 2020),
which has transactional relationships with the Company, but the amount of business between the Group and the said instituteis less than 1% of annual consolidated net sales of the Group, on average over the most recent three years. The Company has
judged that she does not have a possibility of conflicts of interest with general shareholders and possesses adequate
independence, and has thereby registered her as an Independent Director with the Tokyo Stock Exchange, as stipulated in
Article 436-2 of the Securities Listing Regulations. If she is reelected as Director and appointed Outside Director, theCompany plans to maintain her registration as an Independent Director.
3. Number of years since the candidate for Outside Director assumed office as Outside Director of the Company
The term of retention of Ms. Tamao Hosokawa as Outside Director will be 3 years at the close of this General Meeting.
4. Ms. Tamao Hosokawa’s legal name in the family register is Tamao Katahira.
Tamao Hosokawa(July 12, 1968)

8

Past experience, positions, responsibilities
and significant concurrent positions

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1977
January 1995

Number ofshares of theCompany held

Joined Ministry of Foreign Affairs
Director, Human Rights and Refugees Division, Foreign Policy
Bureau, Ministry of Foreign Affairs
February 1999
Counsellor, Japanese Embassy in the Philippines
Tsukasa Kawada
February 2001
Minister, Japanese Embassy in France(March 28, 1955)
June 2003
Deputy Director-General for Press and Public Diplomacy
August 2005
Consul-General of Japan in Sydney
September 2007
Consul-General of Japan in Strasbourg[Reappointment]
Chief of Protocol, Headquarters of the Governor of Tokyo[Candidate for Outside July 2009
June 2010
Director-General, Consular Affairs Bureau, Ministry of Foreign
Director]
Affairs[Candidate for
September 2011
Ambassador Extraordinary and Plenipotentiary to Algeria
Independent Director]
0
October 2014
Ambassador Extraordinary and Plenipotentiary in charge of[Male]
International Cooperation for Countering Terrorism andInternational Organized Crime
Attendance at Board June 2016
Ambassador Extraordinary and Plenipotentiary in charge ofof Directors Meetings
Okinawan Affairs
June 2018
Ambassador Extraordinary and Plenipotentiary to Poland
during fiscal 2021:
November 2020
Retired from Ministry of Foreign Affairs
15 out of 15 times
February 2021
Advisor to Mitsui Sumitomo Insurance Company, Limited (to(100%)
present)
June 2021
Outside Director of the Company (to present)[Significant concurrent positions]・ Advisor to Mitsui Sumitomo Insurance Company, Limited
1. Reasons for selection as candidate for Outside Director and a summary of expected roles
1) Mr. Tsukasa Kawada is a candidate for Outside Director as stipulated by Item 7 for Clause 3 of Article 2, of theOrdinance for Enforcement of the Companies Act.
92) During his service at Ministry of Foreign Affairs, Mr. Tsukasa Kawada has gained sophisticated expertise andextensive experience in international affairs by holding important posts including Ambassador in several countries. He
has been selected as a candidate for Outside Director as the Company expects him to continue to use the said expertiseand experience to help the Company achieve its managerial goals, such as developing its international business andpromoting its globalization. Furthermore, during his tenure as Outside Director, he has been adequately fulfilling his
responsibilities as Director of the Company, and as stated in (4. Matters regarding Corporate Officers (6) Mattersregarding Outside Officers 3) Main Activities for the Fiscal Year Under Review) of the Business Report for the 19th
fiscal year (available in Japanese only), he is appropriately fulfilling his responsibilities during the fiscal year underreview as well. Therefore, the Company has judged that he will continue to appropriately fulfill the responsibilities of
Outside Director.
3) The Company believes that he can provide useful remarks and suggestions from an independent and objective
standpoint based on his sophisticated expertise and extensive experience in international affairs described in 2) above.
He is also expected to supervise the Company’s management as a member of the Nomination and Compensation
Advisory Committee, through involvement in matters such as the organization of board members and theircompensation structure.
2. Independence qualification of candidate for Outside Director
Mr. Tsukasa Kawada is currently an Advisor to Mitsui Sumitomo Insurance Company, Limited, which has transactional
relationships with the Company, but the amount of business between the Group and the said company’s group is less than
1% of annual consolidated net sales of respective groups, on average over the most recent three years. The Company has
judged that he does not have a possibility of conflicts of interest with general shareholders and possesses adequate
independence, and has thereby registered his as an Independent Director with the Tokyo Stock Exchange, as stipulated in
Article 436-2 of the Securities Listing Regulations. If he is reelected as Director and appointed Outside Director, theCompany plans to maintain his registration as an Independent Director.
3.
Number of years since the candidate for Outside Director assumed office as Outside Director of the Company
The term of retention of Mr. Tsukasa Kawada as Outside Director will be 1 year at the close of this General Meeting.
(Notes) 1. There are no special interests between each candidate and the Company.
2. Mr. Sakio Sasamoto, Mr. Jun Sugie, Ms. Tamao Hosokawa, and Mr. Tsukasa Kawada have respectively concluded anagreement to limit liability of Clause 1 of Article 423 of the Companies Act with the Company, and the ceiling of theindemnity based on aforementioned agreement shall be the minimum amount stipulated by laws and regulations. Ifthey are reelected as Directors and appointed Outside Directors, the Company plans to keep the above liability
limitation agreement with each of them.
3. The Company has concluded a directors and officers liability insurance contract with an insurance company. The
insurance contract covers compensation for damages and litigation costs that may be incurred by the insured when
any claim for damages is filed against it for its act made on the basis of its position as the Company’s Director or
Officer. All of the candidates to be reappointed are already insured and will continue to be insured under the
insurance contract after their appointment. In addition, the Company plans to renew the contract with same contents
at the time of the next renewal.

Proposal 4:

Election of 2 Audit & Supervisory Board Members

The terms of office of Audit & Supervisory Board Members, Mr. Michio Harada and Mr. Yukihiro Hoshi,
will expire at the conclusion of this Annual General Meeting of Shareholders. Accordingly, the election of 2
Audit & Supervisory Board Members is proposed.
The details of the candidates of Audit & Supervisory Board Members are as follows.
The Nomination and Compensation Advisory Committee, a majority of whose members are Independent
Outside Directors and Outside Audit & Supervisory Board Members (part-time), discussed the policy forselecting candidates for Audit & Supervisory Board Members and the proposal of actual candidates and theBoard of Directors made a decision on them by giving maximum consideration to the committee’s opinions.
The Audit & Supervisory Board has previously given its approval to this proposal.
No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Michio Harada
April 1981
(November 25, 1958) April 2003
[Reappointment][Male]
Attendance at Board of
Directors Meetings
during fiscal 2021:
19 out of 19 times(100%)

1

July 2004
June 2011
June 2018

Joined Sumitomo Construction Co., Ltd.
Intensive Business Support Center, Accounting Department,
Treasury Management Division of the Company
Accounting Team Leader, General Affairs Department, Hokkaido
BranchGeneral Manager, Audit Department
Audit & Supervisory Board Member (Full-time ) (to present)

Number ofshares of theCompany held

11,782

Attendance at Audit &Supervisory Board
Meetings during fiscal
2021:
14 out of 14 times(100%)
1.
Reasons for selection as a candidate for Audit & Supervisory Board Member
Since joining the Company, Mr. Michio Harada has accumulated a wealth of experience in the business support and audit
sections. After taking up the post of Audit & Supervisory Board Member (full-time), he continues to adequately fulfill his
responsibilities by leveraging his long-time experience in internal audit and other operations. Therefore, the Company has
judged it appropriate to renominate him as a candidate for Audit & Supervisory Board Member.
2.
Number of years since the candidate for Audit & Supervisory Board Member assumed office as Audit & Supervisory Board
Member of the Company
The term of retention of Mr. Michio Harada as Audit & Supervisory Board Member will be 4 years at the close of this
General Meeting.

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Joined Sumitomo Metal Mining Co., Ltd.
General Manager of Toyo Smelter & Refinery, Copper & Precious
Metals Business Unit, Non-Ferrous Metals Div.
General Manager of Niihama Nickel Refinery, Non-Ferrous Metals
January 2007
Div.
General Manager of Administration Dept., Non-Ferrous Metals Div.
Harumasa Kurokawa April 2008
Executive Officer, Senior Deputy General Manager of Non-Ferrous
June
2011
(June 5, 1957)
Metals Div.
Executive Officer, Senior Deputy General Manager of Technology
June 2013[New Candidate]Div.
[Candidate for Outside
Managing Executive Officer, General Manager of Technology Div.
June 2014
Audit & Supervisory
Director, Senior Managing Executive Officer, and General Manager
June 2017
Board Member]of Materials Div.
[Candidate for
Director, Senior Managing Executive Officer, General Manager ofApril 2019
Battery Materials Div. and General Manager of DKP Department
Independent Audit &Advisor (to present)
June 2019
Supervisory Board
Advisor to ENVIPRO HOLDINGS Inc. (to present)
November 2020
Member]Project Professor, Institute of Industrial Science, The University ofJanuary 2021
[Male]
Tokyo (to present)[Significant concurrent positions]

Number ofshares of theCompany held

April 1981
June 2004

20 Advisor to Sumitomo Metal Mining Co., Ltd.
 Project Professor, Institute of Industrial Science, The University of Tokyo Advisor to ENVIPRO HOLDINGS Inc.
1.
Reasons for selection as a candidate for Outside Audit & Supervisory Board Member
1) Mr. Harumasa Kurokawa is a candidate for Outside Audit & Supervisory Board Member as stipulated by Item 8 forClause 3 of Article 2, of the Ordinance for Enforcement of the Companies Act.
2) Mr. Harumasa Kurokawa has a wide range of experience and extensive knowledge in the production and technology
fields as he was engaged in supervision of technology in positions such as the general manager of key bases in thesmelting and refining business as well as the general manager of the Technology Division at Sumitomo Metal Mining
Co., Ltd. Moreover, Mr. Harumasa Kurokawa has experience in management as a director, which he can apply tostrengthen the structure of audit by the Audit & Supervisory Board of the Company. Therefore, the Company has
judged it appropriate to nominate him as a candidate for Audit & Supervisory Board Member.
2.
Independence qualification of candidate for Outside Audit & Supervisory Board Member
Mr. Harumasa Kurokawa was a business executor at Sumitomo Metal Mining Co., Ltd., which is a business partner of theCompany, until June 2019, but the amount of business between the Group and the said company’s group is less than 2% ofannual consolidated net sales of respective groups, on average over the most recent three years. The Company has judgedthat he does not have a possibility of conflicts of interest with general shareholders and possesses adequate independence,and plans to register him as an Independent Audit & Supervisory Board Member stipulated in Article 436-2 of the Securities
Listing Regulations of the Tokyo Stock Exchange, if he is elected as Audit & Supervisory Board Member and appointed
Outside Audit & Supervisory Board Member.
(Notes) 1. There are no special interests between each candidate and the Company.
2. In order to ensure that the Company can appoint or invite competent persons to serve as Audit & Supervisory Board
Members, the Company, in the Articles of Incorporation, stipulates that it may enter into an agreement to limit theliability of Audit & Supervisory Board Members to the Company. Based on the stipulation, Mr. Michio Harada andthe Company have concluded an agreement to limit liability of Clause 1 of Article 423 of the Companies Act, and theceiling of the indemnity based on aforementioned agreement shall be the minimum amount stipulated by laws andregulations. If he is reelected as and appointed Audit & Supervisory Board Member, the Company plans to keep theabove liability limitation agreement with him. Also, if Mr. Harumasa Kurokawa is elected as Audit & Supervisory
Board Member and appointed Outside Audit & Supervisory Board Member, the Company plans to conclude thesame liability limitation agreement with him.
3. The Company has concluded a directors and officers liability insurance contract with an insurance company. The
insurance contract covers compensation for damages and litigation costs that may be incurred by the insured when
any claim for damages is filed against it for its act made on the basis of its position as the Company’s Director or
Officer. Mr. Michio Harada, the candidate to be reappointed, is already insured and will continue to be insured under
the insurance contract after his appointment. Mr. Harumasa Kurokawa, a new candidate, will be insured under the
insurance contract, once he is appointed. In addition, The Company plans to renew the contract with same contents atthe time of the next renewal.

(Reference) Composition of the Board of Directors and Skills Matrix
If Agenda Items 3 and 4 are approved as originally proposed, the knowledge and experience possessed by the
Directors and Audit & Supervisory Board Members after the close of the Annual General Meeting of
Shareholders shall be as follows.
Skills expected of Directors
Name

Attribution

Position

Corporate
management

Sales andmarketingTechnology
and IT●

Finance andaccounting

Riskmanagement,compliance,
and auditing

Globalcompetence●●

Hideo Arai

[Male]

Director,
Chairman●●

Shigetoshi
Kondo[Male]

Representative
Director,
President

●

●

●

●

[Male]

Representative
Director,
Executive Vice
President

●

●

●

●

[Male]

Representative
Director,
SeniorManaging
Executive
Officer●●●[Male]

Director
SeniorManaging
Executive
Officer●●●

Director●●

Director

●

●

Shoji
Kimijima

ToshioShibataTakeshi
SagaraSakio
Sasamoto

Sustainability

Diversity
promotion andhuman
resource
development

●

●

●

●

●

●

[Outside Director][Independent
Director]●●[Male][Outside Director]

Jun Sugie[Independent
Director]

●

●

●

●

●

●

●

●

[Male]

Tamao
Hosokawa[Outside Director][Independent
Director]

Director●[Female]Tsukasa
Kawada[Outside Director][Independent
Director]

Director●●

Audit &
Supervisory
Board Member(full-time)

●

●

●

●

[Male]

MichioHarada[Male][Outside Audit &Supervisory Board

Yoshiyuki
Kato

Member][Independent
Audit &
Supervisory Board
Member][Male]

Audit &
Supervisory
Board Member(full-time)

●

●

●

Skills expected of Directors
Name

HisatoTokunaga

Attribution[Male]

Position

Corporate
management

Sales andmarketingTechnology
and IT

Audit &
Supervisory
Board Member(full-time)

Finance andaccounting

Riskmanagement,compliance,
and auditing●●

Globalcompetence

Sustainability[Outside Audit &Supervisory Board

Aizou
Murakami

Member][Independent
Audit &
Supervisory Board

Audit &
Supervisory
Board Member●

Audit &
Supervisory
Board Member

●

●

●

Member][Male][Outside Audit &Supervisory Board

Harumasa
Kurokawa

Member][Independent
Audit &
Supervisory Board

●

●

●

Member][Male](Notes) 1. The above list does not represent all of the knowledge and experience of each person.
2. In the above list, skills in terms of global competence, sustainability, and diversity promotion and human resource
development are defined as follows.
Global competence: Knowledge and skills necessary for planning and implementing overseas business strategies, andfor implementing global-specific risk management
Sustainability: Knowledge and skills to reflect action on social sustainability issues (the environment, biodiversity,
human rights, etc.) including SDGs and ESG, in corporate management
Diversity promotion and human resource development: Knowledge and skills that can promote diversity, which isimportant in future management and business, and that can administer the cultivation and development of humanresources

End

Diversity
promotion andhuman
resource
development