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 1949)
June 2, 2020
To Shareholders with Voting Rights:
Masao Sakazaki
President
Sumitomo Densetsu Co., Ltd.
2-1-4 Awaza, Nishi-ku, Osaka

NOTICE OF THE 95TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

The 95th Annual General Meeting of Shareholders of Sumitomo Densetsu Co., Ltd. (the “Company”) will
be held for the purposes as described below.
You can exercise your voting rights either in writing or via electronic method (the Internet) as alternative
methods to attending the meeting in person. Please review the Reference Documents for the General Meetingof Shareholders contained herein, and exercise your voting rights no later than 5:30 p.m. Japan time on
Tuesday, June 23, 2020, in accordance with “Information for Exercising Your Voting Rights” on pages 3 and
4.
1. Date and Time:

Wednesday, June 24, 2020 at 10:00 a.m. Japan time

2. Place:

The Company, 2-1-4 Awaza, Nishi-ku, Osaka(Please refer to “Map to the Venue of General Meeting of Shareholders” on thelast page of the Japanese original being sent to each of you by mail.)

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Consolidated Financial Statements, and the resultsof the audits of Consolidated Financial Statements by the Accounting
Auditor and the Audit & Supervisory Board for the 95th fiscal year (from
April 1, 2019 to March 31, 2020)
2. The Non-consolidated Financial Statements for the 95th fiscal year (from
April 1, 2019 to March 31, 2020)-1-

Proposals to be resolved:
Proposal 1:
Appropriation of surplus
Proposal 2:
Payment of Directors’ bonuses
Proposal 3:
Election of eight (8) Directors
Proposal 4:
Election of one (1) Audit & Supervisory Board Member
Proposal 5:
Revision of the amount of compensation for Directors and Audit & Supervisory
Board Members

4. Disclosure through the Internet:
The following matters are not included in the documents attached with this Notice since the Company
discloses such information on the Company website (https://www.sem.co.jp/) in accordance with laws andregulations as well as Article 15 of the Articles of Incorporation of the Company:(1) Notes to the Consolidated Financial Statements(2) Notes to the Non-consolidated Financial Statements
Please note that Notes to the Consolidated Financial Statements and Notes to the Non-consolidated
Financial Statements were audited as part of the consolidated financial statements and non-consolidated
financial statements when the Audit & Supervisory Board Members and the Accounting Auditor prepared
the audit reports.
〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰

► Please note that should any revision be required to the documents attached with this notice of convocation,
including the reference documents for the general meeting of shareholders up until the day before this
General Meeting of Shareholders, the information will be posted on the Company website
https://www.sem.co.jp/.

-2-▌Information for Exercising Your Voting Rights
For shareholders who are able to attend the meeting
When attending the meeting, please submit the Voting Rights Exercise Form (which is enclosed in theJapanese original) at reception.
If a proxy attends the meeting on behalf of a shareholder, the proxy is requested to submit theshareholder’s Voting Rights Exercise Form together with a document proving the proxy’s authority to act onbehalf of the shareholder. Furthermore, the Company only authorizes one shareholder who possesses voting
rights as proxy.
Please note that we will be in light clothing (Cool Biz) at the meeting. We encourage everyone attending
the meeting to wear light clothing as well.
For shareholders who are not able to attend the meeting
Exercising your voting rights in writing
If exercising your voting rights in writing, please indicate your vote for or against the proposals on the
Voting Rights Exercise Form (which is enclosed in the Japanese original) and return it so that it is received
by 5:30 p.m. on Tuesday, June 23, 2020, Japan time.
Exercising your voting rights via the Internet
If exercising your voting rights via the Internet, please review “Information for Exercising Your Voting
Rights over the Internet” as shown below on pages 3 and 4 and indicate your vote for or against the
proposals by 5:30 p.m. on Tuesday, June 23, 2020, Japan time.

Information for Exercising Your Voting Rights over the Internet
If you wish to exercise your voting rights via the Internet, please confirm the following items.
1. Website for exercising voting rights
Voting rights via the Internet may only be exercised by accessing the following voting rights
exercise website designated by the Company.
URL of the website for exercising voting rights: https://www.web54.net
2. How to exercise voting rights(1) Shareholders using computers and cellular phones
Please access to the address above, use the “Voting Rights Exercise Code” and “Password”
as indicated in the Voting Rights Exercise Form (which is enclosed in the Japanese original),
and indicate your vote for or against the proposals following the instructions on the screen.
* If you use a cellular phone, you may access the website to exercise yourvoting rights by scanning the “QR Code®” on the right with the bar-code
scanner of your cellular phone.
(QR Code is the registered trademark of DENSO WAVE INCORPORATED.)(2) Shareholders using smartphone
By scanning “Login QR code for voting rights exercise website for smartphone” asindicated in the said Voting Rights Exercise Form, you can exercise the voting rights fromvoting rights exercise website for smartphone that do not require to enter “Voting Rights
Exercise Code” and “Password.”
If you are to change the exercised content after the exercise of the voting right, please scan
the QR code again. You will be required to enter “Voting Rights Exercise Code” and“Password” as indicated in the Voting Rights Exercise Form.

-3-

3. Handling of the exercise of voting rights(1) If you exercised your voting rights both in writing and via the Internet, the voting rights
exercised via the Internet shall be treated as the valid vote. Furthermore, if you exercised
your voting rights multiple times via the Internet or using a computer, smartphone andcellular phone, the voting rights exercised last shall be treated as the valid vote.
(2) Communication charges to Internet service providers and telecommunication carriers(Internet connection charges, etc.) incurred for accessing the voting rights exercise website
shall be borne by the shareholder.
4. Handling of the password and Voting Rights Exercise Code(1) The password is a means to verify the identity of the person exercising voting rights as ashareholder.
Please keep the password in a safe place in the same manner as seals and personal
identification numbers.
(2) If you enter an incorrect password more than a certain number of times, the password will
be rendered unusable. If you would like a new password to be issued, please follow the
instructions on the screen.
(3) The Voting Rights Exercise Code indicated in the Voting Rights Exercise Form is valid only
for this General Meeting of Shareholders.
5. Inquiries about operation of computers, etc.
(1) If you have any questions about operation of computers, etc., relating to the exercise of
voting rights on the website, please contact the following:
Sumitomo Mitsui Trust Bank, Limited
Stock Transfer Agency Web Support Hotline
Telephone: 0120 (652) 031 (Business Hours: from 9:00 a.m. to 9:00 p.m. Japan time)(2) For other inquiries, please contact the following:
1) Shareholders who have securities accounts with securities firms
Please contact the securities firm with which you have your securities account.
2) Shareholders who do not have accounts with securities firms (shareholders who havespecial accounts)
Sumitomo Mitsui Trust Bank, Limited
Stock Transfer Agency Business Center
Telephone: 0120 (782) 031 (Business Hours: from 9:00 a.m. to 5:00 p.m. Japan time,
excluding Saturday, Sunday and holidays)-4-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Appropriation of Surplus
It is proposed that the surplus be appropriated as follows:
1. Matters concerning year-end dividends
The Company considers the distribution of profit to shareholders to be one of the principal
responsibilities of management and makes it a basic policy to distribute stable dividends wellbalanced with internal reserves taking into consideration business results and future businessdevelopment.
In regard to the year-end dividends for the fiscal year ended March 31, 2020, the businessresults for the fiscal year under review exceeded projections. Accordingly, in an effort to reward
each of our shareholders for their support, dividends of ¥40 per share are proposed.
Moreover, because interim dividends of ¥30 per share have been paid, making the annual
dividends for the fiscal year ¥70 per share, an increase of ¥10 over the previous fiscal year.
(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof¥40 per share of common stock of the Company
Total amount of dividends¥1,423,176,040(3) Effective date of dividends from surplus
June 25, 2020
2. Other matters relating to appropriation of surplus
In order to strengthen our business foundation, the following appropriation of surplus is
proposed.
(1) Item and amount of surplus to be increased
General reserve¥8,000,000,000(2) Item and amount of surplus to be decreased
Retained earnings brought forward ¥8,000,000,000
Proposal 2: Payment of Directors’ bonuses
In order to reward the six (6) Directors, excluding two (2) Outside Directors out of eight (8)Directors, as of the end of the fiscal year under review for their efforts during the year, Directors’
bonuses of a total of ¥140,000,000 are proposed, taking into consideration the business results of thisfiscal year.

-5-

Proposal 3: Election of eight (8) Directors
The terms of office of all eight (8) Directors will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, the election of eight (8) Directors is proposed.
The candidates for Director are as follows.

No.

Name
(Date of Birth)

Career summary, positions, responsibilities andsignificant concurrent positions
April 1976

1

Number ofshares of theCompany
held

Joined Sumitomo Electric Industries,
Ltd.
June 1999
General Manager, Osaka Works
January 2001 General Manager, Human Resources
Department, the Company
Masao Sakazaki June 2005
Executive Officer and General Manager,
Human Resources Department
33,500(October 16, 1952) June 2007
Managing Executive Officer
June 2008
Director and Managing Executive[Reappointed]
OfficerJune 2015
Director and Senior Managing Executive
OfficerJune 2016
Representative Director and President(up to present)[Reasons for nominating the candidate as Director]
As President of the Company, Mr. Masao Sakazaki has supervised management and madeimportant decisions appropriately, while promoting the Group’s businesses throughimplementation of measures under the medium-term management plan “Vision 19.” He has
strived to strengthen the Company’s revenue base, and has achieved the plan’s targets.
Based on such achievements, he has been judged to be well suited to improving theCompany’s enterprise value on a continual basis and has therefore been renominated as
Director of the Company.

-6-

No.

Name
(Date of Birth)

Career summary, positions, responsibilities andsignificant concurrent positions
April 1980

2

Number ofshares of theCompany
held

Joined Sumitomo Electric Industries,
Ltd.
April 2004
General Manager, Accounting and
Finance Department
June 2008
Executive Officer and General Manager,
Accounting and Finance Department
June 2011
Executive Officer and President,
Sumitomo Electric Wiring Systems, Inc.
June 2014
Managing Director
Makoto Tani
June 2017
Representative Director and Senior
6,300(May 28, 1957)
Managing Director[Reappointed]
June 2019
Representative Director and Vice
President Executive Officer, theCompany
June 2020
Representative Director and Vice
President Executive Officer in charge ofSales Headquarters, Telecommunication
Business Headquarters and International
Headquarters(up to present)[Reasons for nominating the candidate as Director]
As Director, Mr. Makoto Tani has supervised management and made important decisions
appropriately and assumed responsibility for the International Headquarters andTelecommunication Business Headquarters as Vice President Executive Officer. He hasadvanced the reconstruction of the overseas business, made efforts to expand business,enhanced cooperation within and without the Group in the telecommunication works
divisions including telecommunication engineering facilities works, and endeavored toreinforce corporate structure for improving profitability. Based on such achievements, he has
been judged to be well suited to improving the Company’s enterprise value on a continual
basis and has therefore been renominated as Director of the Company.

-7-

No.

Name
(Date of Birth)

Career summary, positions, responsibilities andsignificant concurrent positions
April 1981
June 2010

3

Number ofshares of theCompany
held

Joined the Company
Executive Officer, General Manager,
Construction Division, Tobu
Headquarter, Facility Management
Headquarters, and General Manager,
Tokyo Branch Office, Tobu Headquarter,
Facility Management Headquarters
Katsuhiko Tsujimura
June 2013
Managing Executive Officer
June
2016
Director and Senior Managing Executive
11,300(January 1, 1956)
Officer[Reappointed]
June 2018
Representative Director and Senior
Managing Executive Officer
June 2019
Representative Director, Senior
Managing Executive Officer, andGeneral Manager, Facility Management
Headquarters(up to present)[Reasons for nominating the candidate as Director]
As Director, Mr. Katsuhiko Tsujimura has supervised management and made important
decisions appropriately, and assumed the position of General Manager of Facility
Management Headquarters as Senior Managing Executive Officer. He has made efforts to
expand business, enhanced cooperation within and without the Group in the generalelectrical works divisions including electrical contracting facilities works for domestic andinternational buildings, factories, etc. and new energy environment-related works, andendeavored to reinforce corporate structure for improving profitability, whereby
contributing to the achievement of the targets of the medium-term management plan
“Vision 19.” Based on such achievements, he has been judged to be well suited to
improving the Company’s enterprise value on a continual basis and has therefore been
renominated as Director of the Company.

-8-

No.

Name
(Date of Birth)

Career summary, positions, responsibilities andsignificant concurrent positions
July 1990
June 2008

4

Number ofshares of theCompany
held

Joined the Company
General Manager, Finance & Accounting
Department
June 2013
Executive Officer and General Manager,
Finance & Accounting Department
June 2015
Full-time Audit & Supervisory Board
MemberJune 2017Managing Executive Officer, General
Manager, Corporate Planning
Kazuhiko Uchiike
Department, and General Manager,
4,800
Finance & Accounting Department(July 25, 1959)
June
2019
DirectorandManaging
Executive[Reappointed]
OfficerJune 2020
Director, Managing Executive Officer,
General Manager, Corporate Planning
Department, and in charge of Finance &Accounting Department andcompany-wide compliance(up to present)
Significant concurrent positions
Director, TAMURA DENKI KOUJI Co., Ltd.
[Reasons for nominating the candidate as Director]
As Director, Mr. Kazuhiko Uchiike has supervised management and made important
decisions appropriately, and assumed the position of General Manager of Corporate
Planning Department, and in charge of Finance & Accounting Department, Sales
Headquarters and company-wide compliance as Managing Executive Officer. He has
worked to promote the medium-term management plan “Vision 19” and initiatives related
to accounting, finance, IR and compliance. Based on such achievements, he has been
judged to be well suited to improving the Company’s enterprise value on a continual basisand has therefore been renominated as Director of the Company.

-9-

No.

Name
(Date of Birth)

Career summary, positions, responsibilities andsignificant concurrent positions
April 1985

5

6

Number ofshares of theCompany
held

Joined Sumitomo Electric Industries,
Ltd.
January 2010 General Manager, Itami Works
July 2012
General Manager, Human Resources
Development Department
October 2015 General Manager, General Affairs
Department and Deputy General
Manager, Human Resources Department,
the Company
Tetsunari Shimada June 2016
Executive Officer, General Manager,
General Affairs Department and General
4,300(December 29, 1962)
Manager, Human Resources Department
June 2019
Director and Managing Executive[Reappointed]
OfficerJune 2020
Director, Managing Executive Officer incharge of Head Office Divisions(General Affairs, Tokyo General Affairs,
Human Resources, Human Resources
Development, Information Systems,
Internal Audit, Insurance, Senior Expert,
Healthcare Management)(up to present)[Reasons for nominating the candidate as Director]
As Director, Mr. Tetsunari Shimada has supervised management and made important
decisions appropriately, and been in charge of Head Office Divisions and MechanicalEquipment Division as Managing Executive Officer. He has worked to promote initiatives
at each department of the Head Office Divisions including the human resources
development and vitalization under the medium-term management plan “Vision 19.”
Based on such achievements, he has been judged to be well suited to improving theCompany’s enterprise value on a continual basis and has therefore been renominated as
Director of the Company.
April 1969
Joined Sumitomo Electric Industries,
Ltd.
June 1999
Director
June 2001
Managing Director
March
2003
Representative Director and Managing
Tetsuji Mino
Executive Officer, Sumitomo Rubber
Industries, Ltd.
(September 7, 1945)
March 2004 Representative Director and Executive
Vice President[Reappointed]
March 2005 President and CEO, Representative
2,000
Director[Candidate forMarch 2011 Chairman of the Board andOutside Director]
Representative Director
March 2013 Chairman of the Board and Director[Independent
March 2016 Advisor
Director](up to present)
June 2016
Outside Director, the Company(up to present)
Significant concurrent positions
Advisor, Sumitomo Rubber Industries, Ltd.
[Reasons for nominating the candidate as Outside Director]
Mr. Tetsuji Mino has been involved in the management of Sumitomo Electric Industries,
Ltd. and Sumitomo Rubber Industries, Ltd. for many years, has in-depth insight as amanager, and has supervised the Company’s management from an independent standpoint.
Based on his achievements and rich experience, and in order that he may supervise
management and contribute to strengthening internal controls and improving the enterprisevalue of the Company on a continual basis, he has therefore been renominated as Outside
Director of the Company. Furthermore, at the conclusion of this General Meeting his term ofoffice as Outside Director will have been four (4) years.

- 10 -

No.

Name(Date of Birth)

Career summary, positions, responsibilities andsignificant concurrent positions
April 1981
July 2003

7

Number ofshares of theCompany
held

Joined the Bank of Japan
Associate Director-General, Secretariat
Hideyuki Takahashiof the Policy Board
February 2005 General Manager, Niigata Branch(October 19, 1956) July 2008
Associate Director-General, Institutefor Monetary and Economic Studies[Newly Appointed]
May 2009
General Manager, Kobe Branch0[Candidate for
November 2010 Senior Managing Director, Osaka
Outside Director]
Bankers Association(up to present)[Independent
Significant
concurrent
positions
Director]
Senior Managing Director, Osaka Bankers
Association[Reasons for nominating the candidate as Outside Director]
Mr. Hideyuki Takahashi is well versed in finance and economics through his experiencein the Bank of Japan and the Osaka Bankers Association, and also has insight into
regional economies and corporate management. In order that he may use this high degreeof specialization and broad knowledge to supervise management from an independent
standpoint, and contribute to strengthening internal controls and improving the enterprisevalue of the Company on a continual basis, he has therefore been newly nominated as
Outside Director of the Company. Although he has never been involved in corporate
management, the Company judges that he will appropriately execute his duties as Outside
Director for the reasons above.

- 11 -

No.

8

Name
(Date of Birth)

Career summary, positions, responsibilities andsignificant concurrent positions

Number ofshares of theCompany
held

April 1982
Joined Tokyo branch of Citibank, N.A.
April 1989
Joined Chuo Shinko Audit Corporation
August 1992 Registered as Certified Public
Accountant
January 2004 Japanese representative member ofInternational Public Sector AccountingStandards Board, International
Federation of Accountants
Ryoko Shimizu
April 2007
Fulltime Professor of School of(September 7, 1958)
Accountancy, Kansai University
Outside Audit & Supervisory Board[Newly Appointed] June 2019
Member, SEKISUI CHEMICAL CO.,
0
[Candidate forLTD.
Outside Director](up to present)
April 2020
Fulltime Professor of School of[Independent
Accountancy and Faculty of BusinessDirector]and Commerce, Kansai University(up to present)
Significant concurrent positions
Fulltime Professor of School of Accountancy andFaculty of Business and Commerce, Kansai
University
Outside Audit & Supervisory Board Member,
SEKISUI CHEMICAL CO., LTD.
[Reasons for nominating the candidate as Outside Director]
Ms. Ryoko Shimizu has extensive experience in auditing in an audit firm, and insight into
corporate accounting as a certified public accountant and a professor in a graduate school ofaccountancy and faculty of business and commerce. In order that she may use her highdegree of specialization and broad knowledge to supervise management from an
independent standpoint, and contribute to strengthening internal controls and improving theenterprise value of the Company on a continual basis, she has therefore been newly
nominated as Outside Director of the Company. Although she has never been involved incorporate management other than as an outside officer, the Company judges that she willappropriately execute her duties as Outside Director, for the reasons above.

(Notes)1. There are no special interests between each of the candidates and the Company.
2. Candidates Mr. Tetsuji Mino, Mr. Hideyuki Takahashi and Ms. Ryoko Shimizu have satisfied the requirements for Outside Directors.
Further, Mr. Tetsuji Mino is designated as an Independent Director as prescribed by Tokyo Stock Exchange, Inc. Subject to his reelection, theCompany intends to appoint him to continue as an Independent Director.
In addition, subject to the election of Mr. Hideyuki Takahashi and Ms. Ryoko Shimizu, the Company intends to register them as Independent
Directors as prescribed by Tokyo Stock Exchange, Inc.
3. The reason for nominating each of the candidates is shown at the bottom of each candidate’s brief personal history.
4. Candidate Mr. Makoto Tani served as Managing Director of Sumitomo Electric Industries, Ltd. from June 2014 to June 2017, and as
Representative Director and Senior Managing Director from June 2017 to June 2019.
5. Candidate Mr. Tetsunari Shimada executed duties as General Manager of Human Resources Development Department at Sumitomo ElectricIndustries, Ltd., a parent company of the Company, from July 2012 to September 2015.
6. Candidate Mr. Tetsuji Mino held the office of Chairman of the Board and Director of Sumitomo Rubber Industries, Ltd. from March 2013 toMarch 2016 which has a relationship with the Company’s parent (specified related business operator). Moreover, since March 2016, he has
held the office of Advisor of said company.
7. Based on Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreement with Mr. Tetsuji Mino to limit his
liability under Article 423, Paragraph 1 of the said Act. Subject to his reelection, the Company intends to continue the above liability limitationagreement with him. The corresponding limitation of liability based on said agreement will limit liability to the lowest extent pursuant to thelaw.
In addition, subject to the election of Mr. Hideyuki Takahashi and Ms. Ryoko Shimizu, the Company intends to enter into an agreement witheach of them to limit their liability under Article 423, Paragraph 1 of the Companies Act, based on Article 427, Paragraph 1 of the Companies
Act. The corresponding limitation of liability based on said agreement will limit liability to the lowest extent pursuant to the law.

- 12 -

Proposal 4: Election of one (1) Audit & Supervisory Board Member
The term of office of Audit & Supervisory Board Member Yasuaki Tarutani will expire at theconclusion of this General Meeting of Shareholders. Accordingly, the election of one (1) Audit &Supervisory Board Member is proposed. The Company has already obtained approval from the Audit& Supervisory Board with respect to this proposal.
The candidate for Audit & Supervisory Board Member is as follows.

Name(Date of Birth)

Career summary and positions

Number ofshares of theCompany
held

April 1975

Joined Mitsubishi Heavy Industries,
Ltd.
July 1982
Joined PricewaterhouseCoopers LLC
September 1986 Registered as Certified Public
Accountant
January 1993 Registered as Certified Public Tax
Accountant
Representative, Kaisei Certified Public
Yasuaki Tarutani
Accountants Joint Office(April 27, 1952)(up to present)[Reappointed]
September 2000 Outside Auditor, Information PlanningCO., LTD.
[Candidate forJuly 2005
Outside Auditor, Will Real Estate Sales
0
Outside Audit &Co., Ltd. (currently WILL, CO, Inc.)
Supervisory Board(up to present)
Member]December 2015 Director (Audit & Supervisory
Committee Member), Information[Independent Auditor]
Planning CO., LTD.
June 2016
Outside Audit & Supervisory Board
Member, the Company(up to present)
Significant concurrent positions
Representative, Kaisei Certified Public Accountants
Joint OfficeOutside Auditor, WILL, CO, Inc.
[Reasons for nominating the candidate as Outside Audit & Supervisory Board Member]
Mr. Yasuaki Tarutani has a high degree of insight as a certified public accountant andcertified public tax accountant and extensive experience in corporate accounting andtaxation. He has therefore been renominated as Outside Audit & Supervisory Board
Member in order that he may reflect this insight and experience in audits of the Company.
Although he has never been involved in corporate management other than as an outside
officer, the Company judges that he will appropriately execute his duties as Outside Audit &Supervisory Board Member, for the reasons above. Furthermore, at the conclusion of this
General Meeting his term of office as Outside Audit & Supervisory Board Member will havebeen four (4) years.
(Notes)1. There are no special interests between the candidate Mr. Yasuaki Tarutani and the Company.
2. The candidate Mr. Yasuaki Tarutani has satisfied the requirements for Outside Audit & Supervisory Board Member.
Further, Mr. Yasuaki Tarutani is designated as an Independent Auditor as prescribed by Tokyo Stock Exchange, Inc. Subject to his reelection,
the Company intends to appoint him to continue as an Independent Auditor.
3. The reason for nominating the candidate is shown at the bottom of the candidate’s brief personal history.
4. Based on Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreement with Mr. Yasuaki Tarutani to limit his
liability under Article 423, Paragraph 1 of the said Act. Subject to his reelection, the Company intends to continue the above liability
limitation agreement with him. The corresponding limitation of liability based on said agreement will limit liability to the lowest extent
pursuant to the law.

- 13 -

Proposal 5: Revision of the amount of compensation for Directors and Audit & Supervisory Board Members
A total amount of compensation for Directors of the Company not exceeding ¥35,000,000 per month(of which a total amount not exceeding ¥5,000,000 per month is for Outside Directors) was approvedat the 93rd Annual General Meeting of Shareholders held on June 26, 2018, and a total amount ofcompensation for Audit & Supervisory Board Members not exceeding ¥5,000,000 per month wasapproved at the 75th Annual General Meeting of Shareholders held on June 29, 2000. However, inview of changes in the economic situation and various other circumstances and with a view tofacilitating flexible operation in the future, considering the provision of bonuses for Directors(excluding Outside Directors) within these limits, it is proposed to replace the current monthly
compensation limits with annual compensation limits, and revise the total amount of compensation for
Directors to an amount not exceeding ¥600,000,000 per annum (of which an amount not exceeding¥100,000,000 per annum is for Outside Directors), while revising the total amount of compensation for
Audit & Supervisory Board Members to an amount not exceeding ¥100,000,000 per annum.
At present, there are eight (8) Directors in office including two (2) Outside Directors, and five (5)Audit & Supervisory Board Members. However, if Proposal 3 and Proposal 4 are approved and passed
as originally proposed, the number of Directors will be eight (8), including three (3) Outside Directors,
and the number of Audit & Supervisory Board Members will be five (5), after the conclusion of this
General Meeting of Shareholders.
This revision to the amount of compensation for Directors has been decided by the Board of
Directors, based on deliberation and reporting by the Compensation Advisory Committee, which ischaired by an Outside Director, made up of Outside Directors and Outside Audit & Supervisory Board
Members who constitute a majority of the Committee.

- 14 -

[Reference] Nomination policy on candidates for Directors and Audit & Supervisory Board Members(i)

Inside directors will be individuals who have extensive experience and excellent performance records inconnection with our business; who have sound objective judgment concerning management in light of thechanging environment surrounding the Company and future changes; and who have superior character,foresight and insight.

(ii) Outside directors will be individuals with experience in company management, experts of respective fields oracademic experts who would be suitable for supervising the Company’s management from the viewpoint of
encouraging sustainable growth and striving to increase corporate value over the mid-to-long term.
(iii) Audit & Supervisory Board Members will be individuals with experience in company management andindividuals with expertise in legal affairs, finance or accounting.
(iv) For submission of the proposal on election of Directors and Audit & Supervisory Board Members to theGeneral Meeting of Shareholders, Nominating Advisory Committee will deliberate the candidates for
Directors and Audit & Supervisory Board Members and the Board of Directors will decide on the candidates
by a resolution based on the report of the Committee.

- 15 -