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 Japaneseoriginal shall prevail. The Company assumes no responsibility for this translation, or for any direct, indirect
or other forms of damages arising from the translation.
(Stock Exchange Code 1959)
June 5, 2017
To Shareholders with Voting Rights:
Matsuji Nishimura
Representative Director and President
Kyudenko Corporation
1-23-35 Nanokawa,
Minami-ku, Fukuoka CityNOTICE OF
THE 89TH 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 89th Annual General Meeting of Shareholders of Kyudenko
Corporation (the “Company”). The meeting will be held for the purposes described on the right.
If you are unable to attend the meeting, you can exercise your voting rights either by submitting theenclosed Voting Rights Exercise Form by mail or via the Internet, etc. Please review the Reference Documents
for the General Meeting of Shareholders below and exercise your voting rights by 5:30 p.m. on Tuesday, June27, 2017, Japan standard time.
Exercise of voting rights in writing by mailPlease indicate your vote for or against each of the proposals on the enclosed Voting Rights Exercise Formand return it so that it is received by the voting deadline indicated above.
Exercise of voting rights via the Internet, etc.
Please refer to the “Instructions for the Exercise of Voting Rights via the Internet, etc.” on page 4, accessthe website specified by the Company for exercising voting rights online, and follow the on-screen guidance.
Please vote for or against each of the proposals by the voting deadline indicated above.
Disclosure on the Internet
 The following items are posted on the Company’s website in accordance with laws andregulations and Article 14 of the Company’s Articles of Incorporation, and thus are not includedin this Notice.
1) Consolidated Statement of Changes in Equity and Notes to Consolidated Financial Statements
2) Non-consolidated Statement of Changes in Equity and Notes to Non-consolidated Financial
Statements
The Consolidated Financial Statements and Non-consolidated Financial Statements audited by the
Accounting Auditor and the Audit & Supervisory Board consist of documents included in this Noticeand the materials posted on the Company’s website mentioned above.
 In case of any revisions to the Reference Documents for the General Meeting of Shareholders,the Business Report, the Consolidated Financial Statements, or the Non-Consolidated Financial
Statements, the revised versions will be posted on the Company’s website.
Company’s website: http://www.kyudenko.co.jp/ir/- 1-

1. Date and Time:

Wednesday, June 28, 2017 at 10:00 a.m. Japan standard time
(The reception desk opens at 9:00 a.m.)

2. Place:

Hall on the 9th floor at Kyudenko Head Office
1-23-35 Nanokawa, Minami-ku, Fukuoka City, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements andNon-consolidated Financial Statements for the Company’s 89th Fiscal Year
(April 1, 2016 - March 31, 2017)
2. Results of audits by the Accounting Auditor and the Audit & Supervisory
Board of the Consolidated Financial Statements for the Company’s 89th
Fiscal Year
Proposals to be resolved:
Election of Twelve (12) Directors
Proposal 1:
Election of Three (3) Audit & Supervisory Board Members
Proposal 2:
4. Exercise of Voting Rights:
1. If you exercise the voting rights by mail using the Voting Right Exercise
Form and via the Internet, etc., the vote submitted via the Internet, etc. shallbe deemed valid.
2. If you exercise the voting rights via the Internet, etc. and submit multiple
votes, the last vote submitted shall be deemed valid.
3. You may exercise your voting rights via proxy by authorizing anothershareholder with voting rights to act as your proxy. In such case, you or yourproxy must submit a document evidencing the power of representation to theCompany.

1.
2.

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception desk.
For the purpose of timely disclosure, this Notice was posted on the Company’s website before it wassent by mail.

- 2-

Reference Documents for the General Meeting of Shareholders
Proposals and References

Proposal 1:

Election of Twelve (12) Directors

The terms of office of all twelve (12) Directors will expire at the conclusion of this year’s Annual General
Meeting of Shareholders. Accordingly, it is proposed to elect twelve (12) Directors.
The candidates for Directors are as follows.
No.

Name

Current positions and responsibilities in the Company

Attendance at Boardof Directors’
meetings
100.0%(12 out of 12 meetings)
100.0%(12 out of 12 meetings)

1

Kenichi Fujinaga

Reappointment

Representative Director and Chairman

2

Matsuji Nishimura

Reappointment

3

Seiki Ino

Reappointment

4

Hironori Higaki

Reappointment

5

Kazuyuki Ishibashi

Reappointment

6

Masaaki Jono

Reappointment

7

Keiji Maeda

Reappointment

8

Kunihiko Kitamura

Reappointment

9

Tadatsugu Kitagawa

Reappointment

10

Yasuhiro Kashima

New appointment

Representative Director and President
Representative Director and Vice President
Executive Officer
Representative, Tokyo Head OfficeDirector and Vice President Executive Officer
Responsible for overall businessadministration
Director and Senior Managing Executive
Officer
General Manager, Sales Div.
Responsible for overall sales
Director and Senior Managing Executive
Officer
General Manager, Technology Div.
Responsible for overall technology andprocurement
Director and Senior Managing Executive
Officer
General Manager, Electric Power Div.
Responsible for safety
Director and Managing Executive Officer
Deputy General Manager, Technology Div.
Director and Managing Executive Officer
Responsible for corporate strategic planningManaging Executive Officer
Responsible for President’s Office, humanresources and labor affairs, and general affairs

11

Akiyoshi Watanabe

12

Sumio Kuratomi

Note:

The percentage of attendance at Board of Directors’ meetings indicated for Mr. Sumio Kurayoshi reflects the Board of
Directors’ meetings held following his assumption of office as Director on June 28, 2016.

Reappointment
Outside Director
Independent Director
Reappointment
Outside Director
Independent Director

100.0%(12 out of 12 meetings)

100.0%(12 out of 12 meetings)

100.0%(12 out of 12 meetings)

100.0%(12 out of 12 meetings)

100.0%(12 out of 12 meetings)

100.0%(12 out of 12 meetings)
100.0%(12 out of 12 meetings)-

Outside Director

83.3%(10 out of 12 meetings)

Outside Director

100.0%(9 out of 9 meetings)- 3-

Candidate No. 1

Kenichi Fujinaga
Date of birth:
August 30, 1950
Reappointment

Career summary, positions and responsibilities in the Company
June 2009 Director and Managing Executive Officer, KYUSHUELECTRIC POWER CO., INC.
July 2010 Director and Managing Executive Officer, General Manager,
Regional Symbiosis Div., KYUSHU ELECTRIC POWER CO.,
INC.
June 2012 Director and Senior Managing Executive Officer, the Company
June 2013 Representative Director and Vice President Executive Officer, theCompany
June 2014 Representative Director and Chairman, the Company (to thepresent)[Significant concurrent positions]
Outside Director, KROSAKI HARIMA CORPORATION
Number of shares of the Company held: 38,300 shares[Reasons for nomination as a candidate for Director]
Mr. Kenichi Fujinaga served in key positions at KYUSHU ELECTRIC POWER CO., INC., which is a major
business partner of the Company. He assumed office of Director of the Company in June 2012. After being
responsible for general affairs and overall management, he has been serving as Representative Director andChairman since 2014. Based on his experience, as a Representative Director of the Company, he has been
fulfilling his duties appropriately, including decision-making on important management matters and oversightof business execution, and therefore the Company nominates him as a candidate for Director again.
[Special remarks]
There are no special interests between the candidate and the Company.

- 4-

Candidate No. 2

Matsuji Nishimura
Date of birth:
August 5, 1947
Reappointment

Career summary, positions and responsibilities in the Company
April 1971 Joined the Company
August 2002 General Manager, Saga Branch Office, the Company
June 2004 Director, General Manager, Saga Branch Office, the Company
April 2005 Director, General Manager, Fukuoka Branch Office, theCompany
June 2006 Managing Director, General Manager, Fukuoka Branch Office,
the Company
June 2008 Senior Managing Executive Officer, General Manager,
Fukuoka Branch Office, the Company
June 2009 Director and Senior Managing Executive Officer, General
Manager, Fukuoka Branch Office, the Company
April 2010 Director and Senior Managing Executive Officer, General
Manager, Sales Div., the Company
April 2011 Director and Senior Managing Executive Officer, General
Manager, Sales Technology Management Div., the Company
April 2012 Director and Senior Managing Executive Officer, General
Manager, Sales Technology Management Div. and General
Manager, Tokyo Head Office Management Div., the Company
May 2012 Director and Vice President, Executive Officer, General
Manager, Sales Technology Management Div. and General
Manager, Tokyo Head Office Management Div., the Company
April 2013 Director and Vice President Executive Officer, Representative,
Tokyo Head Office, the Company
June 2013 Representative Director and President, Representative, Tokyo
Head Office, the Company
April 2014 Representative Director and President, the Company (to thepresent)[Significant concurrent positions]
None
Number of shares of the Company held: 115,400 shares[Reasons for nomination as a candidate for Director]
Since joining the Company in 1971, Mr. Matsuji Nishimura has served in key positions in technology andsales divisions, including as the General Manager of various branch offices since 2002 and General Manager
of Sales Div., and since 2013, he has been serving as Representative Director and President. He has extensive
business experience at the Company. As a Representative Director of the Company, he has been fulfilling his
duties appropriately, including decision-making on important management matters and oversight of businessexecution, and therefore the Company nominates him as a candidate for Director again.
[Special remarks]
There are no special interests between the candidate and the Company.

- 5-

Candidate No. 3

Seiki Ino
Date of birth:
October 2, 1951
Reappointment

Career summary, positions and responsibilities in the Company
April 1974 Joined the Company
July 2003 General Manager, Environmental Solutions Dept., Sales Div.,
the Company
April 2005 General Manager, Kagoshima Branch Office, the Company
June 2007 Director, General Manager, Kagoshima Branch Office, theCompany
May 2008 Director, the Company
June 2008 Executive Officer, the Company
April 2009 Executive Officer, Deputy Representative, Tokyo Head Office,
the Company
April 2010 Executive Officer, General Manager, Sales Development Div.,Tokyo Head Office Management Div., the Company
June 2010 Managing Executive Officer, General Manager, Sales
Development Div., Tokyo Head Office Management Div., theCompany
April 2011 Managing Executive Officer, General Manager, Sales Div.,Tokyo Head Office Management Div., the Company
April 2013 Managing Executive Officer, General Manager, Sales Div.,Tokyo Head Office, the Company
April 2014 Senior Managing Executive Officer, Representative, Tokyo
Head Office, the Company
June 2014 Director and Senior Managing Executive Officer,
Representative, Tokyo Head Office, the Company
June 2015 Representative Director and Senior Managing Executive Officer,
Representative, Tokyo Head Office, the Company
April 2016 Representative Director and Vice President Executive Officer,
Representative, Tokyo Head Office, the Company (to thepresent)[Significant concurrent positions]
None
Number of shares of the Company held: 52,100 shares[Reasons for nomination as a candidate for Director]
Since joining the Company in 1974, Mr. Seiki Ino has been mainly engaged in sales division. Since his
appointment as Director, he has concentrated on developing sales in the Tokyo Metropolitan area in his
capacity as the Representative of Tokyo Head Office. He has been fulfilling his duties appropriately and has
extensive experience at the Company and knowledge about overall management. Therefore, the Company
nominates him as a candidate for Director again.
[Special remarks]
There are no special interests between the candidate and the Company.

- 6-

Candidate No. 4Hironori Higaki
Date of birth:
July 7, 1951
Reappointment

Career summary, positions and responsibilities in the Company
April 1999 General Manager, Raw Materials Div., NIPPON STEELCORPORATION (currently NIPPON STEEL & SUMITOMOMETAL CORPORATION)
July 2008 Joined the Company, General Manager, Corporate Planning Div.
April 2009 Executive Officer, General Manager, Affiliate Business Div., theCompany
April 2010 Executive Officer, General Manager, Affiliate Business Div. andManager, International Business Office, the Company
April 2011 Executive Officer, the Company
May 2012 Senior Executive Officer, the Company
April 2013 Managing Executive Officer, the Company
June 2013 Director and Managing Executive Officer, the Company
April 2015 Director and Senior Managing Executive Officer, the Company
April 2017 Director and Vice President, Executive Officer, the Company (tothe present)
Responsible for overall business administration[Significant concurrent positions]
None
Number of shares of the Company held: 44,100 shares[Reasons for nomination as a candidate for Director]
Since joining the Company in 2008, Mr. Hironori Higaki has been mainly engaged in affiliate business,international business and accounting divisions, and he has extensive knowledge and experience in thesefields. Since his appointment as Director, he has been promoting overseas business development andstrengthening of the Company’s financial position. He has been fulfilling his duties appropriately and has a
global perspective and knowledge about overall management. Therefore, the Company nominates him as a
candidate for Director again.
[Special remarks]
There are no special interests between the candidate and the Company.

- 7-

Candidate No. 5

Kazuyuki Ishibashi
Date of birth:
March 8, 1959
Reappointment

Career summary, positions and responsibilities in the Company
April 1982 Joined the Company
April 2008 General Manager, Human Resources and Labor Affairs Div., theCompany
April 2010 General Manager, Kitakyushu Branch Office, the Company
May 2012 Executive Officer, General Manager, Kitakyushu Branch Office,
the Company
April 2013 Senior Executive Officer, the Company
June 2013 Director and Senior Executive Officer, the Company
April 2015 Director and Managing Executive Officer, the Company
April 2017 Director and Senior Managing Executive Officer, General
Manager, Sales Div., the Company (to the present)
Responsible for overall sales[Significant concurrent positions]
None
Number of shares of the Company held: 18,300 shares[Reasons for nomination as a candidate for Director]
Since joining the Company in 1982, Mr. Kazuyuki Ishibashi has been mainly engaged in sales division andduties in the President’s Office. Since his appointment as Director, being responsible for the President’s
Office, general affairs, safety, and human resources and labor affairs, he has been promoting the improvementof employees’ benefits and strengthening of the Company’s corporate governance systems. He has been
fulfilling his duties appropriately and has extensive experience at the Company and knowledge about overallmanagement. Therefore, the Company nominates him as a candidate for Director again.
[Special remarks]
There are no special interests between the candidate and the Company.

- 8-

Candidate No. 6

Masaaki Jono
Date of birth:January 1, 1955
Reappointment

Career summary, positions and responsibilities in the Company
April 1973 Joined the Company
April 2008 General Manager, Information & Communication Systems
Dept., Information & Communication Systems Div., theCompany
April 2011 General Manager, Sales Planning Dept., Sales Div., Sales
Technology Management Div., the Company
April 2013 Executive Officer, General Manager, Kagoshima Branch Office,
the Company
April 2014 Senior Executive Officer, General Manager, Kagoshima Branch
Office, the Company
April 2015 Managing Executive Officer, General Manager, Technology Div.
and General Manager, Eco-business Creation Div., the Company
June 2015 Director and Managing Executive Officer, General Manager,
Technology Div. and General Manager, Eco-business Creation
Div., the Company
April 2016 Director and Managing Executive Officer, General Manager,
Technology Div., the Company
April 2017 Director and Senior Managing Executive Officer, General
Manager, Sales Div., the Company (to the present)
Responsible for overall technology and procurement[Significant concurrent positions]
None
Number of shares of the Company held: 11,100 shares[Reasons for nomination as a candidate for Director]
Since joining the Company in 1973, Mr. Masaaki Jono has been mainly engaged in technology division.
Since his appointment as Director, he has been promoting enhancement of efficiency of engineering
management and further improvement of safety and quality control in his capacity as General Manager ofTechnology Div. He has been fulfilling his duties appropriately and has extensive experience at the Company
and knowledge about overall management. Therefore, the Company nominates him as a candidate for Director
again.
[Special remarks]
There are no special interests between the candidate and the Company.

- 9-

Candidate No. 7

Keiji Maeda
Date of birth:
December 10, 1953
Reappointment

Career summary, positions and responsibilities in the Company
June 2012 Executive Officer, Assistant General Manager, Technology Div.
and General Manager, Research Institute Div., KYUSHUELECTRIC POWER CO., INC.
June 2015 Director and Managing Executive Officer, General Manager,
Electric Power Div., the Company
April 2017 Director and Senior Managing Executive Officer, General
Manager, Electric Power Div., the Company (to the present)
Responsible for safety[Significant concurrent positions]
None
Number of shares of the Company held: 2,400 shares[Reasons for nomination as a candidate for Director]
Mr. Keiji Maeda served in key positions at KYUSHU ELECTRIC POWER CO., INC., which is a major
business partner of the Company. Since his appointment as Director of the Company in July 2015, he has beenpromoting the enhancement of operational efficiency and strengthening of safety measures in his capacity as
General Manager of Electric Power Div. He has been fulfilling his duties appropriately and has knowledge
about overall management. Therefore, the Company nominates him as a candidate for Director again.
[Special remarks]
There are no special interests between the candidate and the Company.

- 10-

Candidate No. 8

Kunihiko Kitamura
Date of birth:
December 10, 1952
Reappointment

Career summary, positions and responsibilities in the Company
April 1977 Joined the Company
July 2001 Manager, Urban Energy Office, Sales Div., the Company
July 2002 Manager, Energy Solutions Office, Sales Div., theCompany
April 2005 Manager, Energy Solutions Dept., Sales Div., the Company
April 2009 Manager, Energy Dept., Eco-business Promotion Div., theCompany
April 2010 Executive Officer, Deputy General Manager, Eco-Business
Promotion Div., the Company
April 2013 Senior Executive Officer, Deputy General Manager,
Eco-Business Creation Div., the Company
June 2014 Director and Senior Executive Officer, Deputy General
Manager, Eco-Business Creation Div., the Company
December 2015 Director and Senior Executive Officer, Deputy General
Manager, Eco-Business Creation Div. and Manager, R&D
Center, the Company
April 2016 Director and Managing Executive Officer, Deputy General
Manager, Technology Div., the Company (to the present)[Significant concurrent positions]
None
Number of shares of the Company held: 47,000 shares[Reasons for nomination as a candidate for Director]
Since joining the Company in 1977, Mr. Kunihiko Kitamura has been mainly engaged in technology division.
Since his appointment as Executive Officer and then Director, he has been promoting the energy-saving
business and technology development in his capacity as Deputy General Manager of Technology Div. He has
been fulfilling his duties appropriately and has extensive experience at the Company and knowledge about
overall management. Therefore, the Company nominates him as a candidate for Director again.
[Special remarks]
There are no special interests between the candidate and the Company.

- 11-

Candidate No. 9

Tadatsugu Kitagawa
Date of birth:January 4, 1958
Reappointment

Career summary, positions and responsibilities in the Company
April 1980 Joined the Company
April 2008 General Manager, Corporate Planning Div., the Company
April 2012 General Manager, Oita Branch Office, the Company
April 2014 Executive Officer, General Manager, Oita Branch Office, theCompany
April 2015 Senior Executive Officer, the Company
June 2015 Director and Senior Executive Officer, the Company
April 2017 Director and Managing Executive Officer, the Company (to thepresent)
Responsible for corporate strategic planning[Significant concurrent positions]
None
Number of shares of the Company held: 7,500 shares[Reasons for nomination as a candidate for Director]
Since joining the Company in 1980, Mr. Tadatsugu Kitagawa has been mainly engaged in administration
division. Since his appointment as Director, being responsible for corporate strategic planning, he has been
engaged in formulation of business policies and promoting the strengthening of cross-departmental
collaboration through reorganization. He has been fulfilling his duties appropriately and has extensive
experience at the Company and knowledge about overall management. Therefore, the Company nominates
him as a candidate for Director again.
[Special remarks]
There are no special interests between the candidate and the Company.

- 12-

Candidate No. 10

Yasuhiro Kashima
Date of birth:
April 28, 1953
New appointment

Career summary, positions and responsibilities in the Company
April 1976 Joined the Company
March 2012 General Manager, Human Resources Development Div., theCompany
May 2012 Executive Officer, General Manager, Human Resources
Development Div., the Company
April 2013 Executive Officer, President of Kyudenko Academy, theCompany
April 2015 Senior Executive Officer, President of Kyudenko Academy, theCompany
April 2017 Managing Executive Officer, the Company (to the present)
Responsible for President’s Office, human resources and laboraffairs, and general affairs[Significant concurrent positions]
None
Number of shares of the Company held: 16,500 shares[Reasons for nomination as a candidate for Director]
Since joining the Company in 1976, Mr. Yasuhiro Kashima has been mainly engaged in administration
division. Since his appointment as Executive Officer, being responsible for human resources development, hehas been engaged in formulation and implementation of human resources development plans and promoting
improvement of the environment for education and training of employees. He has been fulfilling his duties
appropriately and has extensive experience at the Company and knowledge about overall management.
Therefore, the Company nominates him as a new candidate for Director.
[Special remarks]
There are no special interests between the candidate and the Company.

- 13-

Candidate No. 11

Akiyoshi Watanabe
Date of birth:
August 10, 1942
Reappointment
Outside Director
Independent Director

Career summary, positions and responsibilities in the Company
June 1996 Director, Toyota Motor Corporation
June 1998 Director, Toyota Motor Kyushu, Inc. (part-time)
June 2001 Managing Director, Toyota Motor Corporation
June 2002 Representative Director and President, Toyota Motor Kyushu,
Inc.
June 2008 Representative Director and Chairman, Toyota Motor Kyushu,
Inc.
June 2011 Advisor to Toyota Motor Kyushu, Inc.
June 2011 Director, the Company (to the present)[Significant concurrent positions]
Outside Director, KYUSHU ELECTRIC POWER CO., INC.
Number of shares of the Company held: 0 share
Number of years served as the Company’s Outside Director: 6 years[Reasons for nomination as a candidate for Outside Director]
Based on his extensive experience and global perspective cultivated during his career which includes service
as a Representative Director of a company in another industry, Mr. Akiyoshi Watanabe actively provides
valuable input at meetings of the Board of Directors. He has been fulfilling his duties appropriately, including
oversight of business execution, and therefore the Company nominates him as a candidate for Outside
Director again.
[Limited liability agreement with Outside Director]
The Company has entered into an agreement with Mr. Akiyoshi Watanabe to limit his liability pursuant to
Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement is
the minimum amount stipulated by laws and regulations. If reappointment of Mr. Watanabe is approved at thisMeeting, the Company intends to continue the said agreement with him.
[Special remarks]
1. There are no special interests between the candidate and the Company.
2. Mr. Akiyoshi Watanabe is an Outside Director of Kyushu Electric Power Co., Inc., which has special
relationship with the Company (major business partner).
3. In order to ensure independence of Outside Directors/Audit & Supervisory Board Members, in addition to
applying the standards prescribed by the Tokyo Stock Exchange and the Fukuoka Stock Exchange, theCompany has also established its own Independence Standards for Outside Directors/Audit & Supervisory
Board Members (See Page 23.). As Mr. Watanabe has been determined to satisfy the requirements of thesestandards, the Company has filed a notification with the said exchanges, designating him as an
Independent Director.

- 14-

Candidate No. 12

Sumio Kuratomi
Date of birth:
August 13, 1953
Reappointment
Outside Director
Independent Director

Career summary, positions and responsibilities in the Company
June 2008 Director and Executive Officer, General Manager, City
Development Business Div., Nishi-Nippon Railroad Co., Ltd.
June 2011 Director and Managing Executive Officer, General Manager,
Corporate Planning Div., Nishi-Nippon Railroad Co., Ltd.
June 2013 Representative Director and President, Nishi-Nippon Railroad
Co., Ltd.
June 2016 Representative Director and President Executive Officer,
Nishi-Nippon Railroad Co., Ltd. (to the present)
June 2016 Director, the Company (to the present)[Significant concurrent positions]Representative Director and President Executive Officer, Nishi-Nippon
Railroad Co., Ltd.
Outside Director, The Fukuoka Chuo Bank, Ltd.
Number of shares of the Company held: 0 share
Number of years served as the Company’s Outside Director: 1 year
[Reasons for nomination as a candidate for Outside Director]
Mr. Sumio Kuratomi serves as Representative Director of a company in another industry and has profoundinsight about corporate management and outstanding oversight capabilities. He also has experience serving as
General Manager of Corporate Planning Div. at the same company where he serves as Representative
Director. He is expected to fulfill his duties on the Board of Directors by providing management oversightfrom an objective viewpoint. Therefore, the Company nominates him as a candidate for Outside Director
again.
[Limited liability agreement with Outside Director]
The Company has entered into an agreement with Mr. Sumio Kuratomi to limit his liability pursuant to Article
423, Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement is theminimum amount stipulated by laws and regulations. If reappointment of Mr. Kuratomi is approved at thisMeeting, the Company intends to continue the said agreement with him.
[Special remarks]
1. Mr. Sumio Kuratomi is Representative Director and President Executive Officer of Nishi-Nippon Railroad
Co., Ltd., which is a shareholder of the Company with 1.63% ownership interest in the Company.
Although the Company has transactions with Nishi-Nippon Railroad Co., Ltd., the amount of suchtransactions accounted for less than 0.1% of net sales of the Company and of Nishi-Nippon Railroad Co.,
Ltd. in the most recent fiscal year.
2. At The Fukuoka Chuo Bank, Ltd. where Mr. Sumio Kuratomi serves as an Outside Director, embezzlementof a customer’s cash by a bank employee was found in March 2016. In appropriately fulfilling his duties as
an Outside Director, Mr. Kuratomi has been providing ongoing recommendations for the establishment ofcompliance systems, and after the detection of the embezzlement incident, he provided advice on
prevention of recurrence of such incidents.
3. In order to ensure independence of Outside Directors/Audit & Supervisory Board Members, in addition to
applying the standards prescribed by the Tokyo Stock Exchange and the Fukuoka Stock Exchange, theCompany has established its own Independence Standards for Outside Directors/Audit & Supervisory
Board Members (See Page 23.). As Mr. Kuratomi has been determined to satisfy the requirements underthese standards, the Company has filed a notification with the said exchanges, designating him as an
Independent Director.

- 15-

Proposal 2:

Election of Three (3) Audit & Supervisory Board Members

The terms of office of Audit & Supervisory Board Members, Mr. Michiaki Uryu, Mr. Michinori
Kawahara, and Mr. Yasuyuki Fukushige, will expire at the conclusion of this year’s Annual General Meetingof Shareholders. Accordingly, it is proposed to elect three (3) Audit & Supervisory Board Members.
The Audit & Supervisory Board has previously given its approval to this proposal.
The candidates for Audit & Supervisory Board Members are as follows.
No.

Name

1

Yasuyuki Fukushige

2

Yuzo Sasaki

3

Toshio Sakemi

Reappointment
Outside Audit & Supervisory
Board Member
New appointment
Outside Audit & Supervisory
Board Member
New appointment
Outside Audit & Supervisory
Board Member
Independent Audit & Supervisory
Board Member- 16-

Current positions at the Company

Attendance at
Meetings of Audit &Supervisory Board

Outside Audit & Supervisory
Board Member

90.9%(10 out of 11 meetings)

-

-

-

-

Candidate No. 1

Yasuyuki Fukushige
Date of birth:January 20, 1950
Reappointment
Outside Audit & Supervisory
Board Member

Career summary, positions and responsibilities in the Company
March 2008 Director and Senior Executive Officer, General Manager,
Manufacturing Div. and Koga Plant General Manager and Deputy
General Manager, Business Development Div., Seiko ElectricCo., Ltd.
March 2010 Director and Managing Executive Officer, Seiko Electric Co.,Ltd.
March 2012 Director and Senior Managing Executive Officer, General
Manager, Sales Management Div., Seiko Electric Co., Ltd.
March 2013 Representative Director and President, Seiko Electric Co., Ltd.
(to the present)
June 2013 Audit & Supervisory Board Member, the Company (to thepresent)[Significant concurrent positions]Representative Director and President, Seiko Electric Co., Ltd.
Number of shares of the Company held: 0 shares
Number of years served as the Company’s Outside Audit & Supervisory Board Member: 4 years[Reasons for nomination as a candidate for Outside Audit & Supervisory Board Member]
Mr. Yasuyuki Fukushige has extensive experience and broad knowledge as a corporate manager. The
Company expects him to oversee overall management of the Company and provide useful advice to theCompany, and therefore nominates him as a candidate for Outside Audit & Supervisory Board Member again.
[Limited liability agreement with Outside Audit & Supervisory Board Member]
The Company has entered into an agreement with Mr. Yasuyuki Fukushige to limit his liability pursuant to
Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement is
the minimum amount stipulated by laws and regulations. If reappointment of Mr. Fukushige is approved at
this Meeting, the Company intends to continue the said agreement with him.
[Special remarks]
Mr. Yasuyuki Fukushige is Representative Director and President of Seiko Electric Co., Ltd., which is ashareholder of the Company with 13.55% ownership interest in the Company. The Company has transactions
with Seiko Electric Co., Ltd., the amount of such transactions accounted for 4.87% of net sales of theCompany in the most recent fiscal year.

- 17-

Candidate No. 2

Career summary, positions and responsibilities in the Company
June 2010 Executive Officer, General Manager, Civil Engineering Dept.,
KYUSHU ELECTRIC POWER CO., INC.
July 2010 Executive Officer, General Manager, Civil Engineering Dept.,
Technology Div., KYUSHU ELECTRIC POWER CO., INC.
June 2011 Senior Executive Officer, General Manager, Technology Div.,
Yuzo Sasaki
KYUSHU ELECTRIC POWER CO., INC.
June 2014 Director and Managing Executive Officer, General Manager,
Date of birth:
Technology Div., KYUSHU ELECTRIC POWER CO., INC.
April 18, 1953
June 2016 Representative Director and Vice President, General Manager,
Technology Div., KYUSHU ELECTRIC POWER CO., INC.
New appointment
April 2017 Representative Director and Vice President, General Manager,
Outside Audit & Supervisory
Technical Solution Div., KYUSHU ELECTRIC POWER CO.,Board Member
INC. (to the present)[Significant concurrent positions]Representative Director and Executive Vice President, KYUSHU ELECTRIC
POWER CO., INC.
Outside Director, FUJI P.S CORPORATION
Number of shares of the Company held: 0 share[Reasons for nomination as a candidate for Outside Audit & Supervisory Board Member]
Mr. Yuzo Sasaki has extensive experience and broad knowledge as a corporate manager. The Company
expects him to oversee overall management of the Company and provide useful advice to the Company, andtherefore nominates him as a new candidate for Outside Audit & Supervisory Board Member.
[Limited liability agreement with Outside Audit & Supervisory Board Member]If appointment of Mr. Yuzo Sasaki as an Outside Audit & Supervisory Board Member is approved at thisMeeting, the Company intends to enter into an agreement with him to limit his liability pursuant to Article
423, Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement is theminimum amount stipulated by laws and regulations.
[Special remarks]
Mr. Yuzo Sasaki is Representative Director and Executive Vice President of KYUSHU ELECTRIC POWER
CO., INC., which has special relationship with the Company (major business partner), and receives
compensation as a Director from KYUSHU ELECTRIC POWER CO., INC. KYUSHU ELECTRIC
POWER CO., INC. is a shareholder of the Company with 22.79% ownership interest in the Company, and theCompany is an equity method affiliate of KYUSHU ELECTRIC POWER CO., INC. The Company has
transactions with KYUSHU ELECTRIC POWER CO., INC., the amount of such transactions accounted for
15.63% of net sales of the Company in the most recent fiscal year.

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Candidate No. 3

Toshio Sakemi
Date of birth:
February 27, 1953
New appointment
Outside Audit & Supervisory
Board Member
Independent Auditor

Career summary, positions and responsibilities in the Company
June 2008 Executive Officer, Living Energy General Manager and Living
Planning Manager, Energy Management Div., Saibu Gas Co.,Ltd.
April 2009 Representative Director and President, MARUTAI CO.,LTD.
April 2011 Managing Executive Officer, Saibu Gas Co., Ltd.
June 2011 Director and Managing Executive Officer, Saibu Gas Co., Ltd.
April 2013 Representative Director and President, President Executive
Officer, Saibu Gas Co., Ltd. (to the present)[Significant concurrent positions]Representative Director President, Saibu Gas Co., Ltd.
Number of shares of the Company held: 0 shares[Reasons for nomination as a candidate for Outside Audit & Supervisory Board Member]
Mr. Toshio Sakemi has extensive experience and broad knowledge as a corporate manager. The Company
expects him to oversee overall management of the Company and provide useful advice to the Company, andtherefore nominates him as a new candidate for Outside Audit & Supervisory Board Member.
[Limited liability agreement with Outside Audit & Supervisory Board Member]If appointment of Mr. Toshio Sakemi as an Outside Audit & Supervisory Board Member is approved at thisMeeting, the Company intends to enter into an agreement with him to limit his liability pursuant to Article
423, Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement is theminimum amount stipulated by laws and regulations.
[Special remarks]
1. Mr. Toshio Sakemi is Representative Director and President of Saibu Gas Co., Ltd. Although the Company
has transactions with Saibu Gas Co., Ltd., the amount of such transactions accounted for less than 0.35%
of net sales of the Company and of Saibu Gas Co., Ltd. in the most recent fiscal year.
2. At The Fukuoka Chuo Bank, Ltd. where Mr. Toshio Sakemi served as an Outside Audit & Supervisory
Board Member from June 2011 to June 2013, embezzlement of a customer’s cash by a bank employee wasfound in March 2016. Although Mr. Sakemi was unaware of the circumstances surrounding the incident
until the incident was detected, he appropriately fulfilled his duties, such as providing recommendations
for strengthening of compliance systems and risk management.
3. In order to ensure independence of Outside Directors/Audit & Supervisory Board Members, in addition to
applying the standards prescribed by the Tokyo Stock Exchange and the Fukuoka Stock Exchange, theCompany has established its own Independence Standards for Outside Directors/Audit & Supervisory
Board Members (See Page 23.). As Mr. Sakemi has been determined to satisfy the requirements of thesestandards, the Company has filed a notification with the said exchanges, designating him as an
Independent Auditor.

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(Reference)

1. Policy and procedures for nomination of candidates for Directors and Audit & Supervisory Board Members

In order to ensure transparency in decision-making, and independence and objectivity of the functions of theBoard of Directors, the Company shall establish a Nomination Advisory Committee consisting of three ormore Directors including an independent Outside Director. The Nomination Advisory Committee shallformulate proposals for nomination of candidates for Directors and Audit & Supervisory Board Members andfor dismissal of Directors, and submit such proposals to the Board of Directors.

(1) Nomination of candidates for Directors
Based on the proposals of the Nomination Advisory Committee, the Board of Directors shall nominate fromwithin the Company capable individuals who have the experience, knowledge, and a proven track record in
the technology, sales, and/or administration areas as candidates for Directors, and shall nominate individuals
who have been determined to satisfy the Company’s “Independence Standards for Outside Directors/Audit &Supervisory Board Members” as well as requirements under applicable laws and regulations, and who are
expected to provide guidance and advice to the Company from a global perspective based on their extensive
experience and broad knowledge as corporate managers as candidates for independent Outside Directors.

(2) Nomination of candidates for Audit & Supervisory Board Members
Based on the proposal of the Nomination Advisory Committee, the Board of Directors shall nominate
individuals from within the Company who are well versed in the Company’s business and overall operations
and are capable of overseeing overall management and providing valuable opinions at important meetings,
including meetings of the Audit & Supervisory Board and meetings of the Board of Directors as candidates
for Audit & Supervisory Board Members, and shall nominate individuals who have been determined to satisfy
the requirements prescribed by the Companies Act and have extensive experience and broad knowledge ascandidates for Outside Audit & Supervisory Board Members.

2. Independence Standards for Outside Directors/Audit & Supervisory Board Members

An Outside Director or Outside Audit & Supervisory Board Member (hereinafter referred to as Outside
Director/Audit & Supervisory Board Member) is determined to be independent by the Company if none of thefollowing attributes applies to:

the Outside Director/Audit & Supervisory Board Member himself/herself, his/her spouse, or his/her first or
second-degree relative:(1) A person who is an executive of the Company or a group company of the Company or was an executive of
the Company or a group company of the Company within the past 10 years prior to his/her appointment as
an Outside Director/Audit & Supervisory Board Member.
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(2) A person who is an executive of a corporation that is a business partner of the Company, and in any of themost recent three past fiscal years of the Company, has made payments to the Company representing morethan 2% of non-consolidated net sales of the Company in that fiscal year; or a person who is an executiveof a financial institution, which provides indispensable financing to the Company, and cannot be easily
replaced because of the Company’s reliance on the financing from such institution.
(3) A person who is an executive of a corporation that is a business partner of the Company, and in any of themost recent three past fiscal years of the Company, has received payments from the Company representing
more than 5% of non-consolidated net sales of such corporation in its most recent fiscal year.
(4) A person who received remuneration exceeding 10 million yen directly from the Company in any of themost recent three past fiscal years of the Company for providing professional services concerning law,accounting, tax affairs, or consulting services to the Company (excluding compensation as a Director or an
Audit & Supervisory Board Member of the Company) (If the recipient of such remuneration is anorganization, a person who is affiliated with such organization)(5) A person who belongs to an organization or an entity that received a donation or aid exceeding 10 million
yen in any of the most recent three past fiscal years of the Company(6) A person who is an executive of a corporation that is a shareholder of the Company which substantiallyowns 10% or more of the voting rights of the Company.
[Note]“Executive” means an executive director, executive officer, other staff or employee.

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