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 3, 2020
To Shareholders with Voting Rights:
Matsuji Nishimura
Representative Director and President
KYUDENKO CORPORATION
1-23-35 Nanokawa,
Minami-ku, Fukuoka CityNOTICE OF
THE 92ND 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 92nd Annual General Meeting of Shareholders of KYUDENKOCORPORATION (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 the enclosed
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 Wednesday, June 24,
2020, 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: https://www.kyudenko.co.jp/ir/- 1-

1. Date and Time:Thursday, June 25, 2020 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 and Nonconsolidated Financial Statements for the Company’s 92nd Fiscal Year
(April 1, 2019 - March 31, 2020)
2. Results of audits by the Accounting Auditor and the Audit & Supervisory
Board of the Consolidated Financial Statements for the Company’s 92nd
Fiscal Year
Proposals to be resolved:
Election of Twelve (12) Directors
Proposal 1:
Election of Two (2) Audit & Supervisory Board Members
Proposal 2:
4. Exercise of Voting Rights:

1. If you exercise the voting rights in duplicate by mail using the Voting Right
Exercise Form and also via the Internet, etc., the vote submitted via theInternet, etc. shall be 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-

Proposals and References
Proposal 1:

Election of Twelve (12) Directors

The terms of office of all eleven (11) Directors will expire at the conclusion of this year’s Annual General
Meeting of Shareholders. Accordingly, it is proposed to elect twelve (12) Directors including two Outside
Directors.
The candidates for Directors are as follows.
Current positions and responsibilities in the Company

Attendance at Boardof Directors’
meetings

No.

Name

1

Matsuji Nishimura

Reappointment

Representative Director and President

100.0%(13 out of 13 meetings)

2

Naofumi Sato

Reappointment

Director and Chairman

100.0%(13 out of 13 meetings)

3

Hideki Takei

New appointment

4

Kazuyuki Ishibashi

Reappointment

5

Masaaki Jono

Reappointment

6

Yasuhiro Yamamoto

New appointment

7

Yasuhiro Kashima

Reappointment

8

Keizo Fukui

Reappointment

9

Takahiro Hokahori

New appointment

10

Kazuhiro Suyama

New appointment

11

Akiyoshi Watanabe

Reappointment
Outside Director
Independent Director

Outside Director

84.6%(11 out of 13 meetings)

12

Sumio Kuratomi

Reappointment
Outside Director
Independent Director

Outside Director

92.3%(12 out of 13 meetings)

Senior Managing Executive Officer
General Manager, Sales Div., Tokyo Head
OfficeDirector and Senior Managing Executive
Officer
Responsible for overall sales
Director and Senior Managing Executive
Officer
Responsible for overall technology
Senior Managing Executive Officer
General Manager, Sales Div.
Director and Managing Executive Officer
Responsible for the President’s Office, humanresources and labor affairs, and general affairs
Director and Managing Executive Officer
Responsible for corporate strategic planning
Senior Executive Officer
General Manager, Electric Power Div.
Responsible for safety
Senior Executive Officer
General Manager, Technology Div.
Responsible for procurement-

100.0%(13 out of 13 meetings)

92.3%(12 out of 13 meetings)
100.0%(13 out of 13 meetings)

100.0%(9 out of 9 meetings)--

Notes: 1. The percentage of attendance at Board of Directors’ meetings indicated for Mr. Keizo Fukui reflects the Board of
Directors’ meetings held following his assumption of office as Director on June 26, 2019.
2. With respect to the “Policy and Procedures for Nomination of Candidates for Directors and Audit & Supervisory
Board Members” and “Independence Standards for Outside Directors/Audit & Supervisory Board Members”
established by the Company, see Page 19-20.

- 3-

Candidate No. 1

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: 124,400 shares[Reasons for nomination as a candidate for Director]
Since June 2013, Mr. Matsuji Nishimura has been managing operations of the Company as Representative
Director and President of the Company. He has served in key positions in the Company’s technology andsales divisions, and has abundant experience in the business area and industry of the Company. Based on theabove, toward the accomplishment of sustainable enhancement of corporate value, aiming for theachievement of our Medium-term Management Plan with his strong leadership and decision-making skills,
he has steadily executed the Plan. He has been fulfilling his duties appropriately, including decision-making
on important management matters and oversight of the business execution, and therefore the Company
nominates him as a candidate for Director.
[Special remarks]
There are no special interests between the candidate and the Company.

- 4-

Candidate No. 2

Naofumi Sato
Date of birth:
August 27, 1951

Career summary, positions and responsibilities in the Company
June 2012 Director and Managing Executive Officer, General Manager,
Operation Div., KYUSHU ELECTRIC POWER CO., INC.
June 2014 Representative Director and Executive Vice President,
KYUSHU ELECTRIC POWER CO., INC.
April 2017 Representative Director and Executive Vice President
General Manager, Business Solutions Management Div.,KYUSHU ELECTRIC POWER CO., INC.
June 2018 Director and Chairman, the Company (to the present)

Reappointment[Significant concurrent positions]
Outside Director and Audit & Supervisory Committee Member,
NISHI-NIPPON RAILROAD CO., LTD.
Number of shares of the Company held: 3,300 shares[Reasons for nomination as a candidate for Director]
Mr. Naofumi Sato served in key positions at KYUSHU ELECTRIC POWER CO., INC., which is a major
business partner of the Company, and has experience working in the management team of a firm in the energy
business. Since his appointment as Director and Chairman in June 2018, he has been managing the Board of
Directors effectively and efficiently as the Chairman of the Board. Furthermore, he has been fulfilling his
duties appropriately, including decision-making on important management matters and oversight of thebusiness execution, and therefore the Company nominates him as a candidate for Director.
[Special remarks]
There are no special interests between the candidate and the Company.

- 5-

Candidate No. 3

Hideki Takei
Date of birth:
July 14, 1955
New appointment

Career summary, positions and responsibilities in the Company
April 1980 Joined the Company
April 2007 General Manager, Business Development Div., the Company
April 2010 General Manager, Kagoshima Branch Office, the Company
June 2011 Executive Officer, General Manager, Kagoshima Branch Office,
the Company
April 2013 Senior Executive Officer, Deputy General Manager, Sales Div.,
the Company
June 2013 Director and Senior Executive Officer, Deputy General
Manager, Sales Div., the Company
April 2015 Director and Managing Executive Officer, Deputy General
Manager, Sales Div., the Company
April 2016 Director and Managing Executive Officer, General Manager,
Sales Div., Tokyo Head Office, the Company
June 2016 Senior Managing Executive Officer, General Manager, Sales
Div., Tokyo Head Office, the Company (to the present)[Significant concurrent positions]
None
Number of shares of the Company held: 25,100 shares[Reasons for nomination as a candidate for Director]
Since joining the Company, Mr. Hideki Takei has been mainly engaged in duties in the sales division. Since
April 2016, as General Manager of Tokyo Head Office, he has been promoting measures to expand
strategically the number of work orders received in the Tokyo Metropolitan area with his strong leadershipbased on his extensive knowledge and experience. He has been fulfilling his duties appropriately and is highly
competent and specialized in his job. Therefore, the Company nominates him as a candidate for Director.
[Special remarks]
There are no special interests between the candidate and the Company.

- 6-

Candidate No. 4

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
Responsible for overall sales
April 2020 Director and Senior Managing Executive Officer, the Company(to the present)
Responsible for overall sales[Significant concurrent positions]
None
Number of shares of the Company held: 21,500 shares[Reasons for nomination as a candidate for Director]
Since joining the Company, Mr. Kazuyuki Ishibashi has been mainly engaged in duties in the sales division.
Since his appointment as Director, being responsible for the President’s Office, safety, human resources andlabor affairs, and general affairs, he has been improving employees’ benefits and strengthening theCompany’s corporate governance systems. Since April 2017, as General Manager of Sales Div., he has beenworking on strengthening the Company’s “sales capabilities,” one of the issues mentioned in our Mediumterm Management Plan, based on measures to expand strategically the number of orders received. He has
been fulfilling his duties appropriately and is highly competent and specialized in his job. Therefore, theCompany nominates him as a candidate for Director.
[Special remarks]
There are no special interests between the candidate and the Company.

- 7-

Candidate No. 5

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, Technology Div., the Company
Responsible for overall technology and procurement
April 2020 Director and Senior Managing Executive Officer, the Company(to the present)
Responsible for overall technology[Significant concurrent positions]
None
Number of shares of the Company held: 17,700 shares[Reasons for nomination as a candidate for Director]
Since joining the Company, Mr. Masaaki Jono has been mainly engaged in duties in the technology division.
Since his appointment as Director, he has been promoting the improvement and enhancement of engineering
power and further improvement of safety and quality control in his capacity as General Manager ofTechnology Div. Furthermore, he has been working on the evolution and improvement of the Company’s“technological capabilities” and “on-site capabilities,” issues mentioned in our Medium-term Management
Plan. He has been fulfilling his duties appropriately and he is highly competent and specialized in his job.
Therefore, the Company nominates him as a candidate for Director.
[Special remarks]
There are no special interests between the candidate and the Company.

- 8-

Candidate No. 6

Yasuhiro
Yamamoto
Date of birth:
February 12, 1956
New appointment

Career summary, positions and responsibilities in the Company
April 1974 Joined the Company
April 2007 General Manager, Sales Dept. II, Sales Div., the Company
April 2009 General Manager, Saga Branch Office, the Company
June 2011 Executive Officer, General Manager, Saga Branch Office, theCompany
April 2013 Senior Executive Officer, General Manager, Saga Branch Office,
the Company
April 2014 Senior Executive Officer, General Manager, Sales Div., Tokyo
Head Office, the Company
April 2015 Managing Executive Officer, General Manager, Sales Div.,Tokyo Head Office, the Company
April 2016 Managing Executive Officer, General Manager, Kitakyushu
Branch Office, the Company
April 2017 Senior Managing Executive Officer, General Manager,
Kitakyushu Branch Office, the Company
April 2020 Senior Managing Executive Officer, General Manager, Sales
Div., the Company (to the present)[Significant concurrent positions]
None
Number of shares of the Company held: 54,300 shares[Reasons for nomination as a candidate for Director]
Since joining the Company, Mr. Yasuhiro Yamamoto has been mainly engaged in duties in the technology
and sales divisions. Since his appointment as Executive Officer, he served as General Manager of Saga
Branch Office, General Manager of Sales Div. of Tokyo Head Office and General Manager of Kitakyushu
Branch Office. After his assumption of office as General Manager of Sales Div. in April 2020, he haspromoted measures to strengthen strategically the Company’s capabilities of order acquisition, utilizing his
extensive knowledge and experience. He has been fulfilling his duties appropriately and is highly competentand specialized in his job. Therefore, the Company nominates him as a candidate for Director.
[Special remarks]
There are no special interests between the candidate and the Company.

- 9-

Candidate No. 7

Yasuhiro Kashima
Date of birth:
April 28, 1953
Reappointment

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,
the Company
April 2017 Managing Executive Officer, the Company
June 2017 Director and Managing Executive Officer, the Company (tothe present)
Responsible for the President’s Office, human resources
and labor affairs, and general affairs[Significant concurrent positions]
None
Number of shares of the Company held: 19,300 shares[Reasons for nomination as a candidate for Director]
Since joining the Company, Mr. Yasuhiro Kashima has been mainly engaged in duties in the human resources
and labor affairs division. Since his appointment as Executive Officer, being responsible for human resources
development, he has been engaged in the formulation of human resources development plans and an
environment for education and training of employees. Since his appointment as Director in June 2017, he has
been promoting the enhancement of the governance system and human resources development function as
the person-in-charge of the President’s Office, human resources and labor affairs, and general affairs. He has
been fulfilling his duties appropriately and he is highly competent and specialized in his job. Therefore, theCompany nominates him as a candidate for Director.
[Special remarks]
There are no special interests between the candidate and the Company.

- 10-

Candidate No. 8

Keizo Fukui
Date of birth:
December 1, 1957
Reappointment

Career summary, positions and responsibilities in the Company
July 2006 General Manager, e-Business Sales Dept., MIZUHOCORPORATE BANKMay 2009 Joined the Company, General Manager, Sales Dept., Tokyo
Head Office, the Company
April 2010 General Manager, Sales Development Dept., Sales
Development Div., Tokyo Head Office Management Div., theCompany
April 2011 Deputy General Manager, Sales Div., Tokyo Head Office
Management Div., and General Manager, Sales Dept. II,
Sales Div., the Company
April 2012 Deputy General Manager, Sales Div., Tokyo Head Office
Management Div., the Company
May 2012 Executive Officer, Deputy General Manager, Sales Div.,Tokyo Head Office Management Div., the Company
April 2013 Executive Officer, Deputy General Manager, Sales Div.,Tokyo Head Office Management Div., the Company
April 2015 Senior Executive Officer, Deputy General Manager, Sales Div.,Tokyo Head Office, the Company
April 2017 Managing Executive Officer, Deputy General Manager, Sales
Div., Tokyo Head Office, the Company
April 2018 Managing Executive Officer, Deputy General Manager, Sales
Div., the Company
April 2019 Managing Executive Officer, the Company
Responsible for corporate strategic planning
June 2019 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: 19,300 shares[Reasons for nomination as a candidate for Director]
Since joining the Company, Mr. Keizo Fukui has been mainly engaged in duties in the sales division. Since
his appointment as Executive Officer, he has been developing new customers as Deputy General Manager ofboth Head Office and Tokyo Head Office. Since April 2019, being responsible for corporate strategicplanning, he has been promoting business policies and the Company group’s management strategies. He has
been fulfilling his duties appropriately with his extensive knowledge and experience and he is highly
competent and specialized in his job. Therefore, the Company nominates him as a candidate for Director.
[Special remarks]
There are no special interests between the candidate and the Company.

- 11-

Candidate No. 9

Takahiro Hokahori
Date of birth:
March 13, 1958
New appointment

Career summary, positions and responsibilities in the Company
April 1980 Joined the Company
April 2011 General Manager, Power Distribution Technology Dept.,
Electric Power Div., the Company
June 2012 General Manager, Power Distribution Technology Dept.,
Electric Power Div. and Manager, Communication andUnderground Distribution Line Systems Office, the Company
April 2013 General Manager, Kitakyushu Branch Office, the Company
April 2015 Executive Officer, General Manager, Kitakyushu Branch
Office, the Company
April 2016 Executive Officer, Deputy General Manager, Electric Power
Div. and General Manager, Power Distribution Dept., theCompany
April 2017 Senior Executive Officer, Deputy General Manager, ElectricPower Div., the Company
April 2019 Senior 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: 7,200 shares[Reasons for nomination as a candidate for Director]
Since joining the Company, Mr. Takahiro Hokahori has been mainly engaged in duties in the power
distribution division. Since his appointment as Executive Officer, he served as General Manager ofKitakyushu Branch Office and Deputy General Manager of Electric Power Div. After his assumption of officeas General Manager of Electric Power Div. in June 2019, he has been promoting strategies toward theimprovement of technological capabilities from a long-term perspective, based on his extensive knowledge
and experience. He has been fulfilling his duties appropriately and is highly competent and specialized in his
job. Therefore, the Company nominates him as a candidate for Director.
[Special remarks]
There are no special interests between the candidate and the Company.

- 12-

Candidate No. 10

Kazuhiro Suyama
Date of birth:
February 24, 1959
New appointment

Career summary, positions and responsibilities in the Company
April 1981 Joined the Company
April 2011 General Manager, HVAC Designing Dept., Technology Div.,
Sales Technology Management Div., the Company
June 2013 General Manager, Technology Management Dept., Technology
Div., the Company
April 2014 Deputy General Manager, Technology Div. and General
Manager, Technology Management Dept., the Company
April 2015 Executive Officer, Deputy General Manager, Technology Div.
and General Manager, Technology Management Dept., theCompany
April 2016 Executive Officer, General Manager, Kumamoto Branch
Office, the Company
April 2017 Senior Executive Officer, General Manager, Kumamoto
Branch Office, the Company
April 2020 Senior Executive Officer, General Manager, Technology Div.,
the Company (to the present)
Responsible for procurement[Significant concurrent positions]
None
Number of shares of the Company held: 9,200 shares[Reasons for nomination as a candidate for Director]
Since joining the Company, Mr. Kazuhiro Suyama has been mainly engaged in duties in the technology
division. Since his appointment as General Manager of Technology Div. in April 2020 after serving as General
Manager of Kumamoto Branch Office as Executive Officer, he has been promoting the improvement of theCompany’s “technological capabilities” and “on-site capabilities” with his strong leadership, utilizing his
extensive experience and knowledge concerning technology, safety and quality. He has been fulfilling his
duties appropriately and is highly competent and specialized in his job. Therefore, the Company nominates
him as a 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. (retired in June
2015)
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 shares
Number of years served as the Company’s Outside Director: 9 years[Reasons for nomination as a candidate for Outside Director]
Mr. Akiyoshi Watanabe actively provides constructive input at meetings of the Board of Directors, from an
independent, objective and expert perspective, based on his extensive experience and outstanding oversightcapabilities related to overall management cultivated during his career which includes service as a
Representative Director of a company in another industry, and based on his knowledge related to production
as a manufacturer. He has been fulfilling his duties appropriately, including oversight of the businessexecution, and therefore the Company nominates him as a candidate for Outside Director.
[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. Akiyoshi Watanabe isapproved at this Meeting, 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. Chikujo, Fukuoka ordered the construction of a human excreta treatment plant in 2016 while Mr. Akiyoshi
Watanabe was in office as the Outside Director of the Company. In March and April, 2019, some of ouremployees were indicted regarding the order, one employee for the public contract relationshipobstruction of auctions and bribery, and three employees for collusion. Each of the said employees wasconvicted. Although Mr. Akiyoshi Watanabe was not aware of this fact beforehand, he was continuously
delivering his recommendations on the importance of compliance and the thoroughness of compliancewith laws and regulations. Since the fact was revealed, he has been fulfilling his duties appropriately by
investigating the facts, further improving the Company group’s compliance system, promoting activities,
and delivering his recommendations to prevent recurrence, etc.
4. 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 STOCKEXCHANGE, the Company has also established its own Independence Standards for Outside
Directors/Audit & Supervisory Board Members (See Page 19-20). As Mr. Akiyoshi Watanabe has been
determined to satisfy the requirements of these standards, the Company has filed a notification with thesaid 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-NIPPONRAILROAD CO., LTD.
June 2016 Representative Director and President Executive Officer, NISHINIPPON RAILROAD CO., LTD. (to the present)
June 2016 Director, the Company (to the present)[Significant concurrent positions]Representative Director and President Executive Officer, NISHI-NIPPONRAILROAD CO., LTD.
Outside Director, THE FUKUOKA CHUO BANK, LTD.
Number of shares of the Company held: 300 shares
Number of years served as the Company’s Outside Director: 4 years[Reasons for nomination as a candidate for Outside Director]
Mr. Sumio Kuratomi serves as Representative Director of a company in another industry. Additionally, Mr.
Sumio Kuratomi provides constructive input at meetings of the Board of Directors, from an independent,
objective and expert perspective, based on his knowledge related to regional economics in addition to his
profound insight into group management and outstanding oversight capabilities. He has been fulfilling his
duties appropriately, including oversight of the business execution, and therefore the Company nominates
him as a candidate for Outside Director.
[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. Sumio Kuratomi is approvedat this Meeting, 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-NIPPONRAILROAD CO., LTD., which is a shareholder of the Company with 1.61% ownership interest in the
Company. Although the Company has transactions with NISHI-NIPPON RAILROAD CO., LTD., theamount of such transactions accounted for less than 0.15% of net sales of the Company and of NISHINIPPON RAILROAD CO., LTD. in the most recent fiscal year.
2. Chikujo, Fukuoka ordered the construction of a human excreta treatment plant in 2016 while Mr. Sumio
Kuratomi was in office as the Outside Director of the Company. In March and April, 2019, some of ouremployees were indicted regarding the order, one employee for the public contract relationshipobstruction of auctions and bribery, and three employees for collusion. Each of the said employees wasconvicted. Although Mr. Sumio Kuratomi was not aware of this fact beforehand, he was continuously
delivering his recommendations on the importance of compliance and the thoroughness of compliancewith laws and regulations. Since the fact was revealed, he has been fulfilling his duties appropriately by
investigating the facts, further improving the Company group’s compliance system, promoting activities,
and delivering his recommendations to prevent recurrence, etc.
3. At THE FUKUOKA CHUO BANK, LTD. where Mr. Sumio Kuratomi serves as an Outside Director,
embezzlement of a customer’s cash by a bank employee was found in March 2016 and November 2017.
In appropriately fulfilling his duties as an Outside Director, Mr. Sumio Kuratomi has been providing
ongoing recommendations for the establishment of compliance systems, and after the detection of theembezzlement incident, he provided advice on prevention of recurrence of such incidents.
4. 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 STOCKEXCHANGE, the Company has established its own Independence Standards for Outside Directors/Audit& Supervisory Board Members (See Page 19-20). As Mr. Sumio Kuratomi has been determined to satisfy
the requirements under these standards, the Company has filed a notification with the said exchanges,
designating him as an Independent Director.
- 15-

Proposal 2:
Election of Two (2) Audit & Supervisory Board Members
The term of office of Mr. Isamu Ogata as an Audit & Supervisory Board Member will expire at theconclusion of this year’s Annual General Meeting of Shareholders and Mr. Yuzo Sasaki will resign as an Audit& Supervisory Board Member at the conclusion of this general meeting. Accordingly, it is proposed to electtwo (2) Audit & Supervisory Board Members.
Mr. Michiaki Uriu will be elected as an alternate for Mr. Yuzo Sasaki, therefore his term of office will be
until the expiration of Mr. Yuzo Sasaki’s term of office, as specified in the Company’s Articles of Incorporation.
The consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidates for Audit & Supervisory Board Members are as follows.

No.

Name

1

Isamu Ogata

Reappointment

Michiaki Uriu

New appointment
Outside Audit &Supervisory Board
Member2

Current positions in the Company

Attendance at Audit& Supervisory
Board meetings

Audit & Supervisory Board Member

100.0%(11 out of 11 meetings)

－

－

Note:
With respect to the “Policy and Procedures for Nomination of candidates for Directors and Audit & Supervisory Board
Members” and “Independence Standards for Outside Directors/Audit & Supervisory Board Members” established by theCompany, see Page 19-20.

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Candidate No. 1

Isamu Ogata
Date of birth:
May 29, 1956
Reappointment

Career summary and positions in the Company
April 1980 Joined the Company
April 2011 General Manager, Power Distribution Planning Dept., ElectricPower Div., the Company
April 2013 Deputy General Manager, Electric Power Div. and General
Manager, Power Distribution Dept., the Company
April 2016 General Manager, the President’s Office, the Company
June 2016 Audit & Supervisory Board Member, the Company (to thepresent)[Significant concurrent positions]
None
Number of shares of the Company held: 5,200 shares[Reasons for nomination as a candidate for Audit & Supervisory Board Member]
Since joining the Company in 1980, Mr. Isamu Ogata has mainly engaged in duties in the power distribution
division. He has extensive knowledge and experience in the field and is particularly familiar with the actual
situation of production activities and safety/quality activities of the Company as he served as General
Manager of sales offices and held positions of General Manager of safety/quality control divisions. Since his
appointment as Audit & Supervisory Board Member in June 2016, he has rigorously audited businessexecution of Directors, and therefore, the Company nominates him as a candidate for Audit & Supervisory
Board Member again.
[Special remarks]
There are no special interests between the candidate and the Company.

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Candidate No. 2

Michiaki Uriu
Date of birth:
March 18, 1949
New appointment
Outside Audit & Supervisory
Board Member

Career summary and positions in the Company
June 2009 Director and Managing Executive Officer, General Manager,
Thermal Power Div., KYUSHU ELECTRIC POWER CO.,
INC.
June 2011 Representative Director and Executive Vice President, General
Manager, Thermal Power Div., KYUSHU ELECTRIC POWER
CO., INC.
January 2012 Representative Director and Executive Vice President,
KYUSHU ELECTRIC POWER CO., INC.
April 2012 Representative Director and President, KYUSHU ELECTRIC
POWER CO., INC.
(retired in June 2018)
June 2013 Audit & Supervisory Board Member, the Company (retired inJune 2017)
June 2018 Chairperson, KYUSHU ELECTRIC POWER CO., INC. (to thepresent)[Significant concurrent positions]
Outside Director and Audit & Supervisory Committee Member,
THE NISHI-NIPPON CITY BANK, LTD.
Number of shares of the Company held: 0 shares[Reasons for nomination as a candidate for Outside Audit & Supervisory Board Member]
Mr. Michiaki Uriu has extensive experience and broad knowledge as a corporate manager. He is expected toprovide useful advice from an independent, objective, and expert perspective, in addition to his profound insight
into overall management and outstanding oversight capabilities, and therefore, the Company nominates him as a
new candidate for Outside Audit & Supervisory Board Member.
[Limited liability agreement with Outside Audit & Supervisory Board Member]If the appointment of Mr. Uriu is approved at this Meeting, 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 ofliability pursuant to the agreement is the minimum amount stipulated by laws and regulations.
[Special remarks]
Mr. Michiaki Uriu is Chairperson of KYUSHU ELECTRIC POWER CO., INC., which has special relationshipwith the Company (major business partner), and has received remuneration from KYUSHU ELECTRIC POWER
CO., INC. as a Director. KYUSHU ELECTRIC POWER CO., INC. is a shareholder of the Company with 22.55%
ownership interest in the Company, which is an equity-method affiliate of KYUSHU ELECTRIC POWER CO.,INC. The Company has transactions with KYUSHU ELECTRIC POWER CO., INC. and the amount of suchtransactions accounted for 13.55% of net sales of the Company in the most recent fiscal year.

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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 or more
Directors including an independent Outside Director based on the proposal criteria for nomination and dismissalof Directors/Audit & Supervisory Board Members. The Nomination Advisory Committee shall resolve
proposals for nomination of candidates for Directors and Audit & Supervisory Board Members and for dismissalof 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 thetechnology, 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 therequirements 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- 19-

an Outside Director/Audit & Supervisory Board Member.
(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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