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 1961)
June 6, 2019
To Shareholders with Voting Rights:
Tsutomu Hasegawa
Representative Director and President
SANKI ENGINEERING CO., LTD.
8-1, Akashicho, Chuo-ku, TokyoNOTICE OF CONVOCATION OF
THE 95th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 95th Annual General Meeting of Shareholders of SANKI
ENGINEERING CO., LTD. (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you may exercise your voting rights by either of the methods below.
Please review the attached Reference Documents for the General Meeting of Shareholders, and exercise yourvoting rights by no later than 5:00 p.m. Japan time on Wednesday, June 26, 2019.
[Exercising Voting Rights in Writing]
Please indicate your proposals on the enclosed Voting Rights Exercise Form, and return it such that it
arrives by the above deadline for exercise.
[Exercising Voting Rights via the Internet]
Please review the “Guide to Exercising Voting Rights via the Internet” on page 3 (Japanese version only),
access the voting rights exercise website designated by the Company (https://www.web54.net), and enter yourproposals by the above deadline for exercise, in accordance with the on-screen instructions.
1. Date and Time:Thursday, June 27, 2019 at 10:00 a.m. Japan time
(Reception opens: 9:00 a.m.)

2. Place:

Sakura Room, 4th Floor, Main Building, Imperial Hotel Tokyo
1-1, Uchisaiwai-cho 1-chome, Chiyoda-ku, Tokyo

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
95th Fiscal Year (April 1, 2018 - March 31, 2019) and results of audits by the
Accounting Auditor and the Audit & Supervisory Board of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 95th Fiscal Year
(April 1, 2018 - March 31, 2019)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of 12 Directors
Proposal 2:
Election of 2 Audit & Supervisory Board Members
Proposal 3:
Election of 1 Substitute Audit & Supervisory Board Member
Proposal 4:

1.
2.

English versions of this Notice of Annual General Meeting of Shareholders and the Reference Documents for the General
Meeting of Shareholders will be posted on the Company’s website (https://www.sanki.co.jp/).
Of the documents to be included in this notice of the General Meeting of Shareholders, the Notes to the Consolidated

-1-

3.
4.

Financial Statements and Notes to the Non-consolidated Financial Statements are posted on the Company’s website(https://www.sanki.co.jp/) pursuant to laws and regulations as well as Article 16 of the Articles of Incorporation of theCompany, and are therefore not provided in the Appendix of this notice of the General Meeting of Shareholders. The
Consolidated Financial Statements and Non-consolidated Financial Statements described in the Appendix of this notice of
the General Meeting of Shareholders are excerpt of the Consolidated Financial Statements and Non-consolidated Financial
Statements audited by the Accounting Auditor and the Audit & Supervisory Board Members in preparing the accounting
audit report and audit report, respectively.
Should the Appendix and the Reference Documents for the General Meeting of Shareholders require revisions, the revised
versions will be posted on the Company’s website (https://www.sanki.co.jp/).
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

The Company considers the return of profits to shareholders an important management policy. The
Company recognizes its dividend policy as the foundation of its shareholder return policy, and has increased
its dividends in accordance with its business performance while maintaining a basic policy of a stabledividend, and taking into consideration the balance of ongoing business development and short-term returns
to shareholders.
As a result of comprehensively taking into consideration the consolidated performance for the fiscal year
under review, the level of profits and shareholders’ ongoing support, etc., the Company proposes a year-end
dividend for the fiscal year under review as follows, in addition to a special dividend.
1. Items Related to the Year-end Dividend(1) Items related to the allocation of dividend property to shareholders and its total amount40 yen per common share of the Company(Including an ordinary dividend of 20 yen and a special dividend of 20 yen)
Total of 2,383,738,480 yen(2) Effective date of the appropriation of surplus
June 28, 2019
Furthermore, the Company paid an interim dividend of 20 yen per share, and therefore the total
dividend for the fiscal year under review will be 60 yen per share.
2. Other matters concerning appropriation of surplus(1) Item and the amount of surplus to be decreased
General reserve
15,000,000,000 yen(2) Item and the amount of surplus to be increased
Retained earnings brought forward
15,000,000,000 yen-3-Proposal 2:

Election of 12 Directors

The terms of office of all Directors (12 Directors) will expire at the conclusion of this year’s Annual
General Meeting of Shareholders. Accordingly, the election of 12 Directors is proposed.
The candidates for Director are as follows:

No.

Name

Current positions and responsibilities
Director and Chairman
Chair of the Board of Directors
Representative Director andPresident
Representative Director andExecutive Vice President;
Chief Financial Officer
Representative Director andExecutive Vice President;
General Manager, General Affairs
and Human Resources Division
Director; Senior Executive Officer;
General Manager, Mechanical &Electrical Contracting Headquarters
Director; Senior Executive Officer;
General Manager, Plants &Machinery Systems Headquarters
Director; Senior Executive Officer;
General Manager, Management
Planning OfficeDirector; Managing Executive
Officer

1

Reappointed

Takuichi Kajiura

2

Reappointed

Tsutomu
Hasegawa

3

Reappointed

Nobuo Kumura

4

Reappointed

Hidemi Fujii

5

Reappointed

Eiji Mitsuishi

6

Reappointed

TakashiMotomatsu

7

Reappointed

Hirokazu Ishida

8

Reappointed

Masayuki Kudo

9

Reappointed

Masato Komura

10

Reappointed

Yukiteru
Yamamoto

External
Independent

External Director

11

Reappointed

Makoto Nukaga

External
Independent

External Director

12

Reappointed

Kazuhiko
Kashikura

External
Independent

External Director

Director-4-

Attendance at
the Board of
Directors’
meetings
100%(13/13)100%(13/13)100%(13/13)100%(13/13)100%(13/13)92%(12/13)100%(13/13)100%(11/11)100%(11/11)100%(13/13)100%(13/13)100%(11/11)No.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1968
June 2003
June 2004
April 2005
June 2005

Takuichi Kajiura(September 22, 1943)
Reappointed

1

June 2007
April 2008
April 2010
April 2011
April 2012
April 2012
April 2015
April 2016
April 2017

2

Joined the Company
Director; Deputy General Manager, Air-Conditioning &Plumbing Division
Managing Executive Officer; General Manager,
Air-Conditioning & Plumbing Division
Managing Executive Officer; General Manager, Sales
Headquarters
Senior Executive Officer; General Manager, Sales
Headquarters
Director; Senior Executive Officer; General Manager, Sales
Headquarters
Director; Senior Executive Officer; General Manager,
Mechanical & Electrical Contracting Headquarters
Representative Director and Executive Vice President; General
Manager, Mechanical & Electrical Contracting Headquarters
Representative Director and Executive Vice President
Director
Representative Director and President
Representative Director and Chairman
Representative Director and Chairman; Chair of the Board of
Directors
Director and Chairman; Chair of the Board of Directors
To present

Number ofshares of theCompany held

83,200Reason for nomination
Mr. Takuichi Kajiura focuses on enhancing the functions of the Board of Directors as Chair of the Board of Directors andas Non-executive Director. In addition, he is demonstrating his outstanding skills in activities of various economic
organizations. The Company has judged that his excellent experience and insights are essential for the Company to enhance
its corporate governance, and has therefore nominated him as a candidate for Director.
April 1975
Joined the Company
June 2008
Executive Officer; Deputy General Manager, Tokyo Branch,
Mechanical & Electrical Contracting Headquarters
April 2009
Executive Officer; General Manager, Business Strategy
Division, Mechanical & Electrical Contracting Headquarters
April 2010
Superior Executive Officer; General Manager, Tokyo Branch,
Tsutomu Hasegawa
Mechanical & Electrical Contracting Headquarters
Managing Executive Officer; General Manager, Tokyo Branch(March 4, 1953)
April 2011
25,200April 2012
Senior Executive Officer; General Manager, Sales
Reappointed
Administration Division
June 2012
Director; Senior Executive Officer; General Manager, Sales
Administration Division
April 2013
Representative Director; Senior Executive Officer; General
Manager, Mechanical & Electrical Contracting Headquarters
April 2015
Representative Director and President
To present
Reason for nomination
Mr. Tsutomu Hasegawa has continually demonstrated his leadership in the decision-making processes of the overall Groupas Representative Director and President. In addition, he has been taking the initiative in the promotion of workstylereforms, placing importance on communication with employees. As his capability as an executive and attractive personality
will bring unity among all employees, the Company has judged that he is essential for the Group to enhance its corporate
value, and has therefore nominated him as a candidate for Director.

-5-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1972
June 2005
April 2008
April 2009
April 2011
April 2013

Nobuo Kumura(November 1, 1949)
Reappointed

3

June 2013
June 2014
April 2015
April 2017
August 2018

Joined the Company
Executive Officer; Deputy General Manager, Kansai Branch
OfficeExecutive Officer; Deputy General Manager, Kansai Branch,
Mechanical & Electrical Contracting Headquarters
Managing Executive Officer; General Manager, Kansai Branch,
Mechanical & Electrical Contracting Headquarters
Managing Executive Officer; General Manager, Kansai BranchManaging Executive Officer; General Manager, Kansai Branch(in Charge of West Japan)
Director; Managing Executive Officer; General Manager, Kansai
Branch (in Charge of West Japan)
Director; Managing Executive Officer; General Manager, CSR
Promotion Division
Director; Senior Executive Officer; General Manager, CSR
Promotion Division
Representative Director and Executive Vice President
Representative Director and Executive Vice President; Chief
Financial Officer
To present

Number ofshares of theCompany held

24,800<Responsibilities>
CSR Promotion Division, Chief Cost Inspector Office, Accounting Division, Real
Estate Business Office
Reason for nomination
Mr. Nobuo Kumura has many years of experience in operation and division management of the facilities construction
business. With such a foundation, he currently assists the President as Representative Director and Executive Vice
President, and as Chief Financial Officer on a continuous basis and has responsibility for the CSR promotion departments
and accounting departments. The Company has judged that his above experience and abundant insights are essential for theCompany to enhance its corporate governance, and has therefore nominated him as a candidate for Director.

-6-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1973
June 2006
April 2008
March 2010
April 2010
March 2012
April 2012

Hidemi Fujii(January 1, 1951)
Reappointed

April 2013
June 2013
June 2014

4
April 2015
April 2017
April 2019

Joined the Company
Executive Officer; General Manager, Chugoku Branch Office
Executive Officer; Deputy General Manager, Tokyo Branch,
Mechanical & Electrical Contracting Headquarters
Retired from the Company
Representative Director and President, Sanki Techno Support
Co., Ltd.
Retired from Sanki Techno Support Co., Ltd.
Managing Executive Officer; General Manager, Tokyo Branch,
the Company
Managing Executive Officer; General Manager, Tokyo Branch(in Charge of East Japan)
Director; Managing Executive Officer; General Manager, Tokyo
Branch (in Charge of East Japan)
Director; Managing Executive Officer; Deputy General
Manager, Mechanical & Electrical Contracting Headquarters(Supervising East Japan and West Japan)
Director; Senior Executive Officer; General Manager,
Mechanical & Electrical Contracting Headquarters
Representative Director and Executive Vice President
Representative Director and Executive Vice President; General
Manager, General Affairs and Human Resources Division
To present

Number ofshares of theCompany held

19,400<Responsibilities>
Information Systems Office, General Affairs and Human Resources Division
Reason for nomination
Mr. Hidemi Fujii has many years of experience in division management of the facilities construction business of the Group.
With such a foundation, he currently assists the President as Representative Director and Executive Vice President on acontinuous basis and has responsibility for general affairs and human resources department, and information systems
department. The Company has judged that his above experience and abundant insights are essential to continuous growth of
the Company, and has therefore nominated him as a candidate for Director.

-7-

No.

Name
(Date of birth)

Eiji Mitsuishi(February 24, 1952)
Reappointed

5

6

Past experience, positions, responsibilities,
and significant concurrent positions
April 1972
April 2011
April 2013
April 2017
June 2017

Joined the Company
Executive Officer; Deputy General Manager, Chubu BranchManaging Executive Officer; General Manager, Chubu Branch
Senior Executive Officer; General Manager, Mechanical &Electrical Contracting Headquarters
Director; Senior Executive Officer; General Manager,
Mechanical & Electrical Contracting Headquarters
To present

Number ofshares of theCompany held

22,700<Responsibilities>
Mechanical & Electrical Contracting Headquarters, Labor Safety, Health, Quality
Management & Environment Promotion Office
Reason for nomination
Mr. Eiji Mitsuishi has many years of experience in operation and division management of the facilities construction
business. With such a foundation, he currently demonstrates his excellent management skills as the person responsible formechanical & electrical contracting departments. The Company has judged that his above experience and management
skills are essential for the Company to further enhance corporate value, and has therefore nominated him as a candidate for
Director.
April 1976
Joined the Company
April 2012
Executive Officer; Deputy General Manager, Environmental
Systems Administration Division
October 2012
Executive Officer; General Manager, Environmental Systems
Administration Division
June 2014
Managing Executive Officer; General Manager, Plants &Machinery Systems Headquarters; General Manager,
Takashi Motomatsu
Environmental Systems Administration Division(February 1, 1953)
April 2015
Managing Executive Officer; General Manager, Plants &14,600Machinery Systems Headquarters
Reappointed
June 2015
Director; Managing Executive Officer; General Manager, Plants& Machinery Systems Headquarters
April 2018
Director; Senior Executive Officer; General Manager, Plants &Machinery Systems Headquarters
To present<Responsibilities>
Plants & Machinery Systems Headquarters
Reason for nomination
Mr. Takashi Motomatsu has many years of experience in operation and division management of the environmental systems
business. With such a foundation, he currently has responsibility for the machinery systems administration departments andenvironmental systems administration departments. The Company has judged that his above experience and excellent
management skills are essential for the Company to further enhance corporate value, and has therefore nominated him as a
candidate for Director.

-8-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1983
April 2012
April 2013
April 2016

Hirokazu Ishida(January 22, 1959)

June 2017

Reappointed

7

April 2018

Joined the Company
Executive Officer; Deputy General Manager, Sales
Administration Division
Executive Officer; General Manager, Hokkaido Branch Office
Managing Executive Officer; General Manager, Sales
Administration Division, Mechanical & Electrical Contracting
Headquarters
Director; Managing Executive Officer; General Manager, Sales
Administration Division, Mechanical & Electrical Contracting
Headquarters
Director; Senior Executive Officer; General Manager,
Management Planning Office
To present

Number ofshares of theCompany held

19,200<Responsibilities>
Management Planning Office8

Reason for nomination
Mr. Hirokazu Ishida has many years of experience in operation and division management of the facilities construction
business. He is currently involved in overall management of the Group as General Manager of the Management Planning
Office and is significantly contributing to the enhancement of the Company’s corporate value. The Company has judgedthat his past experience and insights into business management of the Group are essential to the further development of theCompany, and has therefore nominated him as a candidate for Director.
April 1985
Joined the Company
June 2014
Executive Officer; General Manager, Facility Systems Division
April 2017Managing Executive Officer; Deputy General Manager,
Masayuki Kudo
Mechanical & Electrical Contracting Headquarters(June 27, 1959)
April 2018
Managing Executive Officer
7,800
June 2018
Director; Managing Executive Officer
Reappointed
To present<Responsibilities>
Facility Systems Division, International Business Division
Reason for nomination
Mr. Masayuki Kudo has abundant operational experience including overseas as an engineer in the facilities construction
business. In addition, he has experienced division management in the facility systems business for many years, and has fullknowledge regarding business of both related departments. With such a foundation, he is currently demonstrating hisoutstanding skills as an officer responsible for international business, and facility systems. The Company has judged that
his experience in the Company and insights are essential to management of the Company, and has therefore nominated him
as a candidate for Director.

-9-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1971
July 1997
April 2000
January 2004

Masato Komura(July 12, 1947)

November 2005
June 2006
June 2007

Reappointed

9

April 2012
June 2012
June 2014
June 201810

Joined Meiji Life Insurance Company
Director; General Manager, Finance Division, Meiji Life
Insurance Company
Executive Managing Director, Meiji Life Insurance Company
Senior Executive Director; General Manager, AssetManagement Division, Meiji Yasuda Life Insurance Company
Retired from Meiji Yasuda Life Insurance Company
Representative Director and Chairman, TOWA KOSAN
Retired from TOWA KOSAN
Director; Senior Executive Officer; General Manager, CSR
Promotion Division, the Company
Director
Director; Senior Executive Officer; General Manager, CSR
Promotion Division
Full-time Audit & Supervisory Board Member
Director
To present

Number ofshares of theCompany held

41,400Reason for nomination
Mr. Masato Komura has worked at an asset management division of a life insurance company for many years and has athorough knowledge regarding finance and accounting. In addition, at the Company, he has experienced the management ofa real estate management subsidiary and served as an officer responsible for environmental systems administration
departments and CSR promotion departments and has broad insight. Furthermore, he has contributed to the enhancement ofcorporate governance since June 2014 when he assumed office as full-time Audit & Supervisory Board Member. In order
to utilize his abundant operational experience and insight, the Company has nominated him again as a candidate forNon-executive Director.
April 1977
Joined MITSUI LIFE INSURANCE MUTUAL COMPANY
June 2008
Director; Managing Executive Officer, MITSUI LIFE
INSURANCE COMPANY LIMITED
April 2009
Representative Director and President; Chief Operating Officer;
Yukiteru Yamamoto
General Manager, Operational Improvement Promotion Division(June 3, 1953)
April 2012
Representative Director and President; Chief Operating Officer
June 2013
Special Advisor
5,500
External
June 2014
External Director, the Company
Independent Officer
To present
Reappointed
April 2015
Advisor, MITSUI LIFE INSURANCE COMPANY LIMITED
March 2017Retired from MITSUI LIFE INSURANCE COMPANY
LIMITED
Reason for nomination
Mr. Yukiteru Yamamoto has served in positions including Representative Director and President of MITSUI LIFE
INSURANCE COMPANY LIMITED, was also active as an Executive Member of the Policy Board of the Japan Business
Federation from August 2013 to March 2017, and he thus possesses abundant operational experience and wide-ranging
knowledge regarding corporate management. In order to utilize his experience and insight developed through thisbackground, the Company has nominated him again as a candidate for External Director.

- 10 -

No.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1970
May 1988
May 1990

May 1991
May 1992
September 1994
Makoto Nukaga
March 1996
(December 21, 1946)
October 199711

External
Independent Officer
Reappointed

June 1998
June 2010
December 2010
January 2011
September 2015
June 2016

12

Joined The Bank of Japan
Manager, Overseas Research Section, Research and Statistics
Department
Manager, Management Planning Section, Management
Administration Department
Manager, General Affairs Section, International Department
General Manager, Niigata Branch
Examiner, Examination Department
General Manager, Kobe Branch
Retired from The Bank of Japan
Director and Vice President, Chibagin Research InstituteCorporation
Director and President
Director and Chairman
Retired from Chibagin Research Institute Corporation
President, Organization for Workers’ Retirement Allowance
Mutual Aid
Retired from Organization for Workers’ Retirement Allowance
Mutual Aid
External Director, the Company
To present

Number ofshares of theCompany held

8,600

Reason for nomination
Mr. Makoto Nukaga worked at The Bank of Japan for many years, and served in managerial positions in key departments,
in addition to serving as Director and President of Chibagin Research Institute Corporation and President of theOrganization for Workers’ Retirement Allowance Mutual Aid, etc., and he thus possesses abundant operational experienceand wide-ranging knowledge. In order to utilize his experience and insight developed through this background, theCompany has nominated him again as a candidate for External Director.
April 1977
Joined Mitsui Bank Co., Ltd.
June 2005
Executive Officer; General Manager, Operations Audit Division,
Sumitomo Mitsui Banking Corporation
April 2008
Executive Officer
April 2008
Retired from Sumitomo Mitsui Banking Corporation
Kazuhiko Kashikura May 2008
Representative Director and President, SMBC Staff Service Co.,(April 13, 1954)
Ltd.
May 2013
Retired from SMBC Staff Service Co., LTD.
600
External
June 2013
Representative Director and President, SMBC Finance Service
Independent Officer
Co., Ltd.
Reappointed
June 2017
Representative Director and Chairman
June 2018
External Director, the Company
To present
Retired from the position of Representative Director andChairman, SMBC Finance Service Co., Ltd.
Reason for nomination
Mr. Kazuhiko Kashikura has served as Executive Officer of Sumitomo Mitsui Banking Corporation and a top executive at
the same group companies and he thus has abundant experience and broad insight in corporate management. In order toutilize his experience and insight developed through this background, the Company has nominated him again as a candidate
for External Director.

(Notes) 1. There are no special interests between the candidates and the Company.
2. (1) Mr. Yukiteru Yamamoto, Mr. Makoto Nukaga, and Mr. Kazuhiko Kashikura are candidates for External Director.
(2) The Company has registered Mr. Yukiteru Yamamoto, Mr. Makoto Nukaga, and Mr. Kazuhiko Kashikura with theTokyo Stock Exchange as Independent Officers with no possibility of a conflict of interest occurring with generalshareholders, whose designation is required by the Exchange. If they are reappointed and assume office as Directors,
they will contribute to be Independent Officers.
3. Number of years since candidates for External Director were appointed External Director(1) Mr. Yukiteru Yamamoto’s term in office as External Director will be five years at the conclusion of this General
Meeting of Shareholders.
(2) Mr. Makoto Nukaga’s term in office as External Director will be three years at the conclusion of this General Meeting- 11 -

of Shareholders.
(3) Mr. Kazuhiko Kashikura’s term in office as External Director will be one year at the conclusion of this General
Meeting of Shareholders.
4. Liability limitation agreements with candidates for Director
The Company has entered into agreements with Mr. Takuichi Kajiura, Mr. Masato Komura, Mr. Yukiteru Yamamoto, Mr.
Makoto Nukaga, and Mr. Kazuhiko Kashikura to limit their liabilities as provided for in Article 423, Paragraph 1, of theCompanies Act, and the maximum amount of liability under this agreement shall be the greater of 10 million yen or theminimum amount stipulated in laws and regulations.

- 12 -

Proposal 3:

Election of 2 Audit & Supervisory Board Members

The terms of office of Audit & Supervisory Board Members Takeo Inokuchi and Mamoru Norisada will
expire at the conclusion of this year’s Annual General Meeting of Shareholders. Accordingly, the election of
2 Audit & Supervisory Board Members is proposed.
Furthermore, the Audit & Supervisory Board has given its approval to this proposal.
The candidates for Audit & Supervisory Board Member are as follows:
No.

Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

Intern Doctor, the First Department of Surgery of the Faculty of
Medicine of the University of Tokyo
June 1988
Visiting Researcher, the Department of Surgery of the
University of California, San Francisco
February 1989
Research Assistant, the First Department of Surgery of theFaculty of Medicine of the University of Tokyo
July 1992
Lecturer, the First Department of Surgery of the Faculty of
Medicine of the University of Tokyo
October 1992
Professor, the First Department of Surgery of the School of
Medicine of Kyorin University
April 1998
Vice Director, Kyorin University Hospital
April 2004
Dean, the School of Medicine of Kyorin University
April 2010
President, Kyorin University
April 2018
President Emeritus, Kyorin University
To present<Significant concurrent positions>
President Emeritus, Kyorin University
Outside Audit & Supervisory Board Member, Sumitomo Dainippon Pharma Co.,
Ltd.

None

Name
(Date of birth)
April 1970

Yutaka Atomi(December 5, 1944)
External
Independent Officer
Newly appointed

1

Reason for nomination
Mr. Yutaka Atomi has been long engaged in education and research at universities, served in positions including Presidentof Kyorin University, and he thus possesses deep insight and abundant experience regarding university management. In
order to utilize his experience and insight developed through this background to audit the Company from an objective andfair standpoint, the Company has nominated him as a candidate for External Audit & Supervisory Board Member.
Although Mr. Yutaka Atomi does not have experience of being involved in corporate management other than as an external
officer, for the reasons stated above, the Company believes that he will be able to execute the duties as an External Audit &Supervisory Board Member of the Company properly.

- 13 -

No.

Name(Date of birth)

Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

April 1972
June 2006

2

Joined Taisho Marine & Fire Insurance Co., Ltd.
Representative Director and President, Mitsui Sumitomo
Insurance Company, Limited
April 2008
Representative Director and President, Mitsui Sumitomo
Insurance Group Holdings, Inc.
April 2010
Representative Director, President & CEO, MS&AD InsuranceGroup Holdings, Inc.
Representative Director, Chairman of the Board, Mitsui
Toshiaki Egashira
Sumitomo Insurance Company, Limited(November 30, 1948)
Representative Director and Executive Officer, MS&AD
June 2014
Insurance Group Holdings, Inc.
None
External
April 2016
Representative Director, MS&AD Insurance Group Holdings,
Independent Officer
Inc.
Newly appointed
Director, Standing Advisor, Mitsui Sumitomo Insurance
Company, Limited
June 2016
Standing Advisor, Mitsui Sumitomo Insurance Company,
LimitedTo present<Significant concurrent positions>Standing Advisor, Mitsui Sumitomo Insurance Company, Limited
Outside Director, Mitsui Fudosan Co., Ltd.
Reason for nomination
Mr. Toshiaki Egashira has served in positions including Representative Director and President of Mitsui Sumitomo
Insurance Company, Limited, and he thus possesses abundant operational experience and wide-ranging knowledge
regarding corporate management. In order to utilize his experience and insight developed through this background to audit
the Company from an objective and fair standpoint, the Company has nominated him as a candidate for External Audit &Supervisory Board Member.

(Notes) 1. Special interests between the candidates and the Company
Mr. Yutaka Atomi is serving concurrently as President Emeritus of Kyorin University, with which the Company has
transactions including a facilities construction subcontracting agreement.
Mr. Toshiaki Egashira is serving concurrently as Standing Advisor of Mitsui Sumitomo Insurance Company, Limited,with which the Company has transactions including a facilities construction subcontracting agreement and nonlife
insurance agreement.
2. (1) Mr. Yutaka Atomi and Mr. Toshiaki Egashira are candidates for External Audit & Supervisory Board Member andfulfill the criteria in the Independence Standards for External Officers established by the Company, as in the mostrecent three fiscal years, transactions with Kyorin University and Mitsui Sumitomo Insurance Company, Limited
described in the above (Note) 1. accounted for a maximum of 0.73% and 0.14% of consolidated net sales,
respectively.
(2) If Mr. Yutaka Atomi and Mr. Toshiaki Egashira are appointed and assume office as Audit & Supervisory Board
Members, the Company intends to register them with the Tokyo Stock Exchange as Independent Officers with nopossibility of a conflict of interest occurring with general shareholders, whose designation is required by the
Exchange.
3. Liability limitation agreements with candidates for Audit & Supervisory Board Members.
If Mr. Yutaka Atomi and Mr. Toshiaki Egashira are appointed and assume office as Audit & Supervisory Board Members,
the Company intends to enter into agreements with them to limit their liabilities as provided for in Article 423, Paragraph
1, of the Companies Act, and the maximum amount of liability under this agreement shall be the greater of 10 million
yen or the minimum amount stipulated in laws and regulations.

- 14 -

Proposal 4:

Election of 1 Substitute Audit & Supervisory Board Member

Substitute Audit & Supervisory Board Member Takaya Abe was elected at the 94th Annual General
Meeting of Shareholders held on June 27, 2018, and the effectiveness of his election will expire at theconclusion of this year’s Annual General Meeting of Shareholders. Therefore, in order to prepare for cases
where the number of Audit & Supervisory Board Members falls below prescribed by laws and regulations,the Company proposes the election of Mr. Takaya Abe as a substitute Audit & Supervisory Board Member.
Furthermore, the Audit & Supervisory Board has given its approval to this proposal.
The candidate for Substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Takaya Abe(February 19, 1952)
External
Independent Officer
Reappointed

Past experience, positions
and significant concurrent positions
January 1982
April 1984
May 1995
May 2001
July 2010
June 2014
July 2014

Joined Shinwa Audit Corporation
Registered as certified public accountant
Partner, Asahi Audit Corporation
Representative Partner
Partner, KPMG AZSA LLC
Retired from KPMG AZSA LLC
Established Abe Certified Public Accountant Office
To present<Significant concurrent position>
Certified public accountant (Abe Certified Public Accountant Office)Number ofshares of theCompany held

None

Reason for nomination
In order to utilize Mr. Takaya Abe’s expertise and experience, etc. developed as a certified public accountant to strengthen theaudit systems of the Company, the Company has nominated him as a candidate for substitute External Audit & Supervisory Board
Member.
(Notes) 1. There are no special interests between the candidate and the Company.
2. (1) The candidate is a candidate for substitute External Audit & Supervisory Board Member.
(2) If Mr. Takaya Abe assumes office as Audit & Supervisory Board Member, the Company intends to register him with
the Tokyo Stock Exchange as Independent Officer with no possibility of a conflict of interest occurring with generalshareholders, whose designation is required by the Exchange.
3. Liability limitation agreements with the candidate for substitute External Audit & Supervisory Board Member
If Mr. Takaya Abe is appointed as Audit & Supervisory Board Member, the Company intends to enter into an agreementwith him to limit his liability as provided for in Article 423, Paragraph 1 of the Companies Act, and the maximum
amount of liability under this agreement shall be the greater of 10 million yen or the minimum amount stipulated in laws
and regulations.

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<Reference>[Policy on nomination of a candidate for Director and Audit & Supervisory Board Member]
The Company established the “Sanki Engineering Corporate Governance Guidelines” and stipulated apolicy about nomination of a candidate for Director and Audit & Supervisory Board Member as follows.
1. Candidates for Director(Policy on nomination of candidates for Director)(1) The Board of Directors shall nominate as a candidate for Director a person who has abundant operational
experience and knowledge, excellent insight, and high ethics and is expected to fulfill the role of a Director and theBoard of Directors as listed below.
(2) The Board of Directors shall nominate as a candidate for External Director a person who is expected to provide
advice from an independent and objective standpoint in addition to qualifications listed in the preceding paragraph.
(3) If any Director becomes unable to fulfill his/her duties as the Director of the Company for health or medical
reasons or causes any damage to the corporate value of the Company due to nonfulfillment of his/her duties, anagenda regarding the dismissal of the Director shall be deliberated by the Board of Directors through examinationby the Advisory Committee on Nomination and Remuneration.
(Roles of Directors and the Board of Directors)(1) Directors and the Board of Directors shall make effort to realize sustainable growth and enhance corporate value
over the medium to long term as entrusted by the shareholders by realizing efficient and effective corporate
governance, conducting important decision-making of the Company, and supervising execution of duties.
(2) Directors and the Board of Directors shall make effort to build internal control systems, establish risk management
systems, and make information disclosure in a timely and appropriate manner.
(3) The Board of Directors shall supervise the state of progress regarding election of a successor to the chief executive
officer whenever necessary.
(4) The Board of Directors shall establish procedures on transactions with conflicts of interest and deliberate andapprove transactions.
2. Candidates for Audit & Supervisory Board Member(Policy on nomination of candidates for Audit & Supervisory Board Member)(1) The Board of Directors shall nominate as a candidate for Audit & Supervisory Board Member a person who has
excellent insight and high ethics and is expected to fulfill the role of an Audit & Supervisory Board Member as
listed below, subject to prior consent from the Audit & Supervisory Board.
(2) The Board of Directors shall nominate as a candidate for External Audit & Supervisory Board Member a person
who is expected to provide advice from an independent and objective standpoint in addition to qualifications listed
in the preceding paragraph.
(3) The Board of Directors shall make effort to nominate as a candidate for Audit & Supervisory Board Member at
least one person who has appropriate knowledge regarding finance and accounting.
(Roles of Audit & Supervisory Board Members)
Audit & Supervisory Board Members who shall play a part of supervision functions in cooperation with the Board of
Directors shall make efforts to realize sound and sustainable growth and enhancement of corporate value over the medium
to long term, and establish a superior corporate governance structure that can respond to social trust, while maintaining
appropriate cooperation with stakeholders by auditing the execution of duties of Directors as an independent organization
entrusted by the shareholders.

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[Independence Standards for External Officers]
The Company established the “Independence Standards for External Officers” and designates those notapplicable to all of categories listed below as an Independent Officer.
1. A person whose major business partner (Note 1) is the Company or an executive person (Note 2) of the same if such
person is a juridical person, etc. (Note 3).
2. A major business partner (Note 1) of the Company or a major lender (Note 4) of the Company or an executive person(Note 2) of the same if such person is a juridical person, etc. (Note 3).
3. A consultant, accounting professional, or legal professional who receives a significant amount of money or other assets(Note 5) from the Company other than Officer remuneration.
4. A person who has fallen under any of items 1 to 3 above in a recent period (Note 6)
5. A relative within the second degree of relationship of a person who falls under any of items (a) to (d) below (excluding
a person with whom relationship was dissolved due to a divorce, dissolution, etc.).
(a) A person who falls under any of items 1 to 4.
(b) An executive person (Note 2) of the Company’s subsidiary(c) A Non-executive Director of the Company’s subsidiary (in the case that an External Audit & Supervisory
Board Member is nominated as an Independent Officer)(d) A person who has fallen under the preceding (b) or (c) or an executive person (Note 2) of the Company in a
recent period (Note 6)
6. A major shareholder of the Company holding 10% or more of the Company’s total shares for three or moreconsecutive years in a recent period (Note 6) or an executive person (Note 2) of the same if such person is a juridical
person, etc. (Note 3).
(Note 1) A “Major business partner” refers to a business partner with which the Company has transactions
corresponding to, in principle, 3% or more of annual consolidated sales of the Company for three or moreconsecutive years (3% of annual consolidated sales is approximately 6,369 million yen in fiscal 2018)(Note 2) An “executive person” refers to an Executive Director or employee in the General Manager position orequivalent managerial position and other equally important position(Note 3) A “juridical person, etc.” refers to a juridical person or any organization other than a juridical person (including
agricultural cooperatives and management associations)(Note 4) A “major lender” refers to a lender from which the balance of loans as of the end of each fiscal year is, inprinciple, 2% or more of the consolidated total assets of the Company on the same day for three or moreconsecutive years (2% of the consolidated total asset is approximately 3,906 million yen in fiscal 2018)(Note 5) A “significant amount of money or other assets” refers to that with a value equivalent to a cash amount of 10
million yen or more per annum(Note 6) A “recent period” refers to a five-year period before the time point in which the election proposal to besubmitted to the shareholder’s meeting is determined- 17 -