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, 2021
To Shareholders with Voting Rights:
Makoto Tani
President
Sumitomo Densetsu Co., Ltd.
2-1-4 Awaza, Nishi-ku, Osaka

NOTICE OF THE 96TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

The 96th 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, etc.) asalternative methods to attending the meeting in person. Please review the Reference Documents for the
General Meeting of Shareholders contained herein, and exercise your voting rights no later than 5:30 p.m.
Japan time on Wednesday, June 23, 2021, in accordance with “Information for Exercising Your Voting Rights”
on pages 3 and 4.
1. Date and Time:Thursday, June 24, 2021 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 96th fiscal year (from
April 1, 2020 to March 31, 2021)
2. The Non-consolidated Financial Statements for the 96th fiscal year (from
April 1, 2020 to March 31, 2021)-1-

Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of eight (8) Directors
Proposal 3:
Election of one (1) Audit & Supervisory Board Member

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 Wednesday June 23, 2021, Japan time.
Exercising your voting rights via the Internet, etc.
If exercising your voting rights via the Internet, etc., please review “Information for Exercising Your
Voting Rights over the Internet, etc.” as shown below on pages 3 and 4 and indicate your vote for or against
the proposals by 5:30 p.m. on Wednesday, June 23, 2021, Japan time.

Information for Exercising Your Voting Rights over the Internet, etc.
If you wish to exercise your voting rights via the Internet, etc., 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, etc., the voting rights
exercised via the Internet, etc. shall be treated as the valid vote. Furthermore, if you
exercised your voting rights multiple times via the Internet, etc. or using a computer,smartphone and cellular 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 andpersonal 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)<Electronic Voting System Platform>
Institutional Investors may exercise their voting rights for this General Meeting of Shareholders via
electronic method through the “Electronic Voting System Platform” operated by ICJ, Inc.

-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, 2021, 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 ¥39 per share are proposed.
Moreover, because interim dividends of ¥35 per share have been paid, making the annual
dividends for the fiscal year ¥74 per share, an increase of ¥4 over the previous fiscal year.
(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof¥39 per share of common stock of the Company
Total amount of dividends¥1,387,497,657(3) Effective date of dividends from surplus
June 25, 2021
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¥6,000,000,000(2) Item and amount of surplus to be decreased
Retained earnings brought forward ¥6,000,000,000-5-Proposal 2: 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, and the career summary of each candidate and reasons fornominating the candidate as Director, etc. are as stated on the following pages.

No.

Name

Current position in the Company

Attendance at
the Board of
Directors
meetings(FY2020)1

Masao Sakazaki

Reappointed

Representative Director
Chairman of the Board of Directors(14/14)2

Makoto Tani

Reappointed

Representative Director
President(14/14)3

Katsuhiko Tsujimura

Reappointed

Representative Director
Senior Managing Executive Officer(14/14)4Kazuhiko Uchiike

Reappointed

Director
Managing Executive Officer(14/14)5

Tetsunari Shimada

Reappointed

Director
Managing Executive Officer(14/14)

6

Hideyuki Takahashi

Reappointed
Outside Director Outside Director
Independent Director(12/12)

7

Ryoko Shimizu

Reappointed
Outside Director Outside Director
Independent Director(11/12)

8

Rikiya Hattori

Newly Appointed
Outside Director Outside Audit & Supervisory Board Member
Independent Director―(Notes)
1. Candidates Mr. Hideyuki Takahashi and Ms. Ryoko Shimizu assumed office as Outside Director on June 24, 2020, and the number of Boardof Directors meetings held since that date is 12.
2. Candidate Mr. Rikiya Hattori attended all 14 meetings of the Board of Directors as an Outside Audit & Supervisory Board Member.

-6-

No.

Name
(Date of Birth)

Career summary, positions, responsibilities and significant concurrent positions

April 1976
June 1999
January 2001

1

2

Joined Sumitomo Electric Industries, Ltd.
General Manager, Osaka Works
General Manager, Human Resources Department, theCompany
Masao Sakazaki
June 2005
Executive Officer and General Manager, Human
Resources Department
Managing Executive Officer(October 16, 1952) June 2007
June 2008
Director and Managing Executive Officer
June 2015
Director and Senior Managing Executive Officer[Reappointed]
June 2016
Representative Director and President
June 2021
Representative Director and Chairman of the Board of
Directors(up to present)[Reasons for nominating the candidate as Director]
As President until May 2021, and as Chairman of the Board of Directors since June 2021,
Mr. Masao Sakazaki has supervised management and made important decisions appropriately,while striving to strengthen governance and achieving sustainable development of the Group.
He has achieved the targets of the medium-term management plan “Vision 19” and worked topromote initiatives under the medium-term management plan “VISION 24”. Based on suchachievements, he has been judged to be well suited to improving the Company’s enterprisevalue on a continual basis and strengthening the decision-making and supervisory functions of
the Board of Directors, and has therefore been renominated as Director of the Company.
April 1980
Joined Sumitomo Electric Industries, Ltd.
April 2004
General Manager, Accounting and Finance Department
June 2008
Executive Officer and General Manager, Accounting and
Finance Department
Makoto Tani
June 2011
Executive Officer and President, Sumitomo Electric
Wiring Systems, Inc.
May 28, 1957
June 2014
Managing Director
June 2017
Representative Director and Senior Managing Director[Reappointed]
June 2019
Representative Director and Vice President Executive
Officer, the Company
June 2021
Representative Director and President(up to present)[Reasons for nominating the candidate as Director]
As Director until May 2021, and as President since June 2021, Mr. Makoto Tani has
supervised management and made important decisions appropriately, while striving tostrengthen governance and revenue base of the Group. He has worked to promote initiatives
related to the medium-term management plan “VISION 24”. Based on such achievements, hehas been judged to be well suited to improving the Company’s enterprise value on a continual
basis and achieving the targets of the medium-term management plan “VISION 24”, and has
therefore been renominated as Director of the Company.

Number ofshares of theCompany held

-7-

36,10011,000No.

Name(Date of Birth)

Career summary, positions, responsibilities and significant concurrent positions

April 1981
June 2010

3

4

Joined the Company
Executive Officer, General Manager, Construction
Division, Tobu Headquarter, Facility Management
Headquarters, and General Manager, Tokyo Branch
Office, Tobu Headquarter, Facility Management
Katsuhiko Tsujimura
Headquarters
June 2013
Managing Executive Officer(January 1, 1956)
June 2016
Director and Senior Managing Executive Officer, andGeneral Manager, Facility Management Headquarters[Reappointed]
June 2018
Representative Director and Senior Managing Executive
OfficerJune 2021
Representative Director, Senior Managing Executive
Officer, and in charge of Business Divisions(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 general electrical works divisions
including electrical contracting facilities works for domestic buildings, factories, etc. and newenergy environment-related works, and endeavored to reinforce corporate structure for
improving profitability. He has worked to promote initiatives related to said general electrical
works divisions under the medium-term management plan “VISION 24”. Based on suchachievements, he has been judged to be well suited to improving the Company’s enterprisevalue on a continual basis and has therefore been renominated as Director of the Company.
July 1990
Joined the Company
June 2008
General Manager, Finance & Accounting Department
June 2013
Executive Officer and General Manager, Finance &Accounting Department
June 2015
Full-time Audit & Supervisory Board Member
Kazuhiko Uchiike
June 2017Managing Executive Officer, General Manager,
Corporate Planning Department, and General Manager,(July 25, 1959)
Finance & Accounting Department
June 2019
Director and Managing Executive Officer[Reappointed]
June 2020
Director, Managing Executive Officer, General Manager,
Corporate Planning Department, and in charge ofFinance & Accounting Department and company-wide
compliance(up to present)[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 and company-wide
compliance as Managing Executive Officer. He has worked to promote initiatives related toaccounting, finance, IR and compliance under the medium-term management plan “VISION24”. 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.

Number ofshares of theCompany held

-8-

12,300

6,100

No.

Name
(Date of Birth)

Career summary, positions, responsibilities and significant concurrent positions

April 1985
January 2010
July 2012

5

6

Joined Sumitomo Electric Industries, Ltd.
General Manager, Itami Works
General Manager, Human Resources Development
Department
October 2015 General Manager, General Affairs Department and
Deputy General Manager, Human Resources
Tetsunari Shimada
Department, the Company
June 2016
Executive Officer, General Manager, General Affairs(December 29, 1962)
Department and General Manager, Human Resources
Department
June 2019
Director and Managing Executive Officer[Reappointed]
April 2021
Director, Managing Executive Officer, and in charge ofHead Office Divisions (General Affairs, Tokyo General
Affairs, Human Resources, Human Resources
Development, Information Systems, Internal Audit,
Insurance, 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 as Managing Executive
Officer. He has worked to promote initiatives at each department of the Head Office Divisions
including the securement and development of human resources and work style reforms underthe medium-term management plan “VISION 24”. Based on such achievements, he has been
judged to be well suited to improving the Company’s enterprise value on a continual basis andhas therefore been renominated as Director of the Company.
April 1981
Joined the Bank of Japan
July 2003
Associate Director-General, Secretariat of the Policy
Board
Hideyuki Takahashi
February 2005 General Manager, Niigata Branch
July 2008
Associate Director-General, Institute for Monetary and(October 19, 1956)
Economic Studies
May 2009
General Manager, Kobe Branch[Reappointed]
November 2010 Senior Managing Director, Osaka Bankers Association[Outside Director](up to present)[Independent
June 2020
Outside Director, the Company
Director](up to present)<Significant concurrent position>
Senior Managing Director, Osaka Bankers Association[Reasons for nominating the candidate as Outside Director and outline of expected roles]
Mr. Hideyuki Takahashi is well versed in finance and economics through his experience in
the Bank of Japan and the Osaka Bankers Association, and also has insight into regional
economies and corporate management. In the expectation that he may use this high degree of
specialization and broad knowledge to supervise management from an independent standpoint,and contribute to strengthening internal controls and improving the enterprise value of theCompany on a continual basis, he has therefore been renominated as Outside Director of theCompany. 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.
Furthermore, his term of office as Outside Director of the Company will have been one (1)year at the conclusion of this General Meeting.

Number ofshares of theCompany held

-9-

5,500

0

No.

Name
(Date of Birth)

Career summary, positions, responsibilities and significant concurrent positions

April 1982
April 1989
August 1992
January 2004

7

Joined Tokyo branch of Citibank, N.A.
Joined Chuo Shinko Audit Corporation
Registered as Certified Public Accountant
Japanese representative memberof International Public Sector Accounting Standards
Board, International Federation of Accountants
April 2007
Fulltime Professor of School of Accountancy, Kansai
Ryoko Shimizu
University
June 2019
Outside Audit & Supervisory Board Member, SEKISUI(September 7, 1958)
CHEMICAL CO., LTD.
(up to present)[Reappointed]
April 2020
Fulltime Professor of School of Accountancy and[Outside Director]
Faculty of Business and Commerce, Kansai University[Independent(up to present)
Director]
June 2020
Outside Director, the Company(up to present)<Significant concurrent positions>
Fulltime Professor of School of Accountancy and Faculty of Business andCommerce, Kansai University
Outside Audit & Supervisory Board Member, SEKISUI CHEMICAL
CO., LTD.
[Reasons for nominating the candidate as Outside Director and outline of expected roles]
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 the expectation that she may use herhigh degree 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 renominated as
Outside Director of the Company. Although she has never been involved in corporate
management other than as an outside officer, the Company judges that she will appropriately
execute her duties as Outside Director, for the reasons above. Furthermore, her term of officeas Outside Director of the Company will have been one (1) year at the conclusion of this
General Meeting.

Number ofshares of theCompany held

- 10 -0Name(Date of Birth)

No.

Career summary, positions, responsibilities and significant concurrent positions

Number ofshares of theCompany held

April 1978

8

Joined The Sumitomo Trust and Banking Co., Ltd.
(currently Sumitomo Mitsui Trust Bank, Limited)
April 2011
Director, Senior Managing Executive Officer
April 2013
Deputy President Executive Officer, Sumitomo Mitsui
Trust Holdings, Inc., Deputy President (Representative
Director), Sumitomo Mitsui Trust Bank, Limited
June 2015
Deputy President (Representative Director), Sumitomo
Rikiya Hattori
Mitsui Trust Holdings, Inc.
April 2017
Director, Sumitomo Mitsui Trust Holdings, Inc.
(February 3, 1954)
Deputy Chairman, Sumitomo Mitsui Trust Bank,
Limited[NewlyApril 2018
Executive Advisor, Sumitomo Mitsui Trust Bank,
Appointed]
Limited[Outside Director]
Chairman, Sumitomo Mitsui Trust Panasonic Finance[Independent
Co., Ltd.
Director]
June 2018
Outside Audit & Supervisory Board Member, theCompany(up to present)
June 2020
Outside Director, THE SHIGA BANK, LTD.
(up to present)<Significant concurrent position>
Outside Director, THE SHIGA BANK, LTD.
[Reasons for nominating the candidate as Outside Director and outline of expected roles]
Mr. Rikiya Hattori has extensive experience and broad insight nurtured throughmanagement in the financial institutions. In the expectation that he may use such achievements
and broad knowledge to supervise management from an independent standpoint, andcontribute to strengthening internal controls and improving the enterprise value of theCompany on a continual basis, he has therefore been newly nominated as Outside Director of
the Company. Furthermore, he presently serves as Outside Audit & Supervisory Board
Member of the Company, and his term of office as Outside Audit & Supervisory Board
Member will have been three (3) years at the conclusion of this General Meeting. He will
resign from office of Outside Audit & Supervisory Board Member at the conclusion of this
General Meeting.
(Notes)1. There are no special interests between each of the candidates and the Company.
2.Candidates Mr. Hideyuki Takahashi, Ms. Ryoko Shimizu, and Mr. Rikiya Hattori have satisfied the requirements for Outside Directors. Further,Mr. Hideyuki Takahashi and Ms. Ryoko Shimizu are designated as Independent Directors as prescribed by Tokyo Stock Exchange, Inc.
Subject to their reelection, the Company intends to appoint them to continue as Independent Directors. In addition, candidate Mr. Rikiya
Hattori is presently designated as an Independent Auditor as an Outside Audit & Supervisory Board Member as prescribed by Tokyo Stock
Exchange, Inc. Subject to his election as Outside Director, the Company intends to register him as an Independent Director 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 Executive Officer of Sumitomo Electric Industries, Ltd., a parent company of the Company from June2008 to June 2014, where he executed duties as General Manager of Accounting and Finance Department and as President of Sumitomo
Electric Wiring Systems, Inc., a subsidiary company of the said Company. In addition, he served as Managing Director of Sumitomo ElectricIndustries, 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 Itami Works from January 2010 to July 2012 at Sumitomo ElectricIndustries, Ltd., a parent company of the Company and as General Manager of Human Resources Development Department from July 2012 to
September 2015.
6. Candidate Mr. Rikiya Hattori served as Director of The Sumitomo Trust and Banking Co., Ltd. (currently Sumitomo Mitsui Trust Bank,
Limited), a main financial institution (specified related business operator) of the Company, from June 2008 to March 2013, as Deputy
President (Representative Director) from April 2013 to March 2017, as Deputy Chairman from April 2017 to March 2018, and as Executive
Advisor from April 2018 to March 2020.
7. Based on Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreement with Mr. Hideyuki Takahashi and Ms.
Ryoko Shimizu to limit their liability under Article 423, Paragraph 1 of the said Act. Subject to their reelection, the Company intends tocontinue the above liability limitation agreement with each of them. The corresponding limitation of liability based on said agreement will
limit liability to the lowest extent pursuant to the law. Furthermore, based on Article 427, Paragraph 1 of the Companies Act, the Company hasentered into an agreement with Mr. Rikiya Hattori as an Outside Audit & Supervisory Board Member to limit his liability under Article 423,
Paragraph 1 of the said Act. Subject to his election as Outside Director, the Company intends to enter into the above liability limitation- 11 -

0agreement with him anew. The corresponding limitation of liability based on said agreement will limit liability to the lowest extent pursuant to
the law.
8. The Company has entered into a directors and officers liability insurance agreement with an insurance company, as stipulated in Article 430-3,
Paragraph 1 of the Companies Act, to insure its Directors, Audit & Supervisory Board Members, and Executive Officers. The insurance
agreement will cover damages that may arise due to the insureds assuming liability for their execution of duties, or receiving a claim for the
pursuit of such liability, and the insurance premiums are fully borne by the Company. However, the insurance agreement does not coverdamages claimed arising from intent or gross negligence. If the candidates assume office as Director, each of them will become insured under
the said insurance agreement. Furthermore, the Company intends to renew the insurance agreement with the same terms and conditions at thenext renewal.

- 12 -

Proposal 3: Election of one (1) Audit & Supervisory Board Member
Mr. Rikiya Hattori will retire from office of Audit & Supervisory Board Member due to resignation
at the conclusion 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

Joined Price Waterhouse LLP (currently Price Waterhouse
Coopers LLP)
Yoko Koga
July 1997
Joined Aoyama Audit Corporation
March 2000
Manager, Shinnihon Ernst & Young Co. (currently Ernst& Young Tax Co.)
(December 8, 1956)
April 2001
Senior Manager[Newly Appointed] October 2004 Partner
July 2017
Director[Outside Audit &Supervisory Board February 2021 Tax Director, DLA Piper Tokyo Partnership Gaikokuho
Kyodojigyo Horitsu Jimusho
Member](up to present)[Independent<Significant concurrent position>
Auditor]Tax Director, DLA Piper Tokyo Partnership Gaikokuho Kyodojigyo
Horitsu Jimusho[Reasons for nominating the candidate as Outside Audit & Supervisory Board Member]Ms. Yoko Koga has a high degree of insight into and extensive experience in internationaland corporate taxation through her working experience at the U.S. accounting firm anddomestic certified tax accountant offices. In order that she may perform an audit from an
independent standpoint, and contribute to strengthening corporate governance of the Company,
she has therefore been newly nominated as Outside Audit & Supervisory Board Member.
Although she has never been involved in corporate management, the Company judges that she
will appropriately execute her duties as Outside Audit & Supervisory Board Member for thereasons above.

Number ofshares of theCompany held

June 1990

0(Notes)1. There are no special interests between the candidate Ms. Yoko Koga and the Company.
2. The candidate Ms. Yoko Koga has satisfied the requirements for Outside Audit & Supervisory Board Member. In addition, subject to herelection, the Company intends to register her as an Independent Auditor as prescribed by Tokyo Stock Exchange, Inc.
3. The reason for nominating the candidate is shown at the bottom of the candidate’s brief personal history.
4. Subject to the election of Ms. Yoko Koga, the Company intends to enter into an agreement with her to limit her liability under Article 423,
Paragraph 1 of the Companies Act, based on Article 427, Paragraph 1 of the said Act. The corresponding limitation of liability based on said
agreement will limit liability to the lowest extent pursuant to the law.
5. The Company has entered into a directors and officers liability insurance agreement with an insurance company, as stipulated in Article 430-3,
Paragraph 1 of the Companies Act, to insure its Directors, Audit & Supervisory Board Members, and Executive Officers. The insurance
agreement will cover damages that may arise due to the insureds assuming liability for their execution of duties, or receiving a claim for the
pursuit of such liability, and the insurance premiums are fully borne by the Company. However, the insurance agreement does not coverdamages claimed arising from intent or gross negligence. If the candidate Ms. Yoko Koga assumes office as Audit & Supervisory Board
Member, she will become insured under the said insurance agreement. Furthermore, the Company intends to renew the insurance agreementwith the same terms and conditions at the next renewal.

- 13 -

[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.

- 14 -

[Reference] Composition of Directors and Audit & Supervisory Board Members after the conclusion of this
General Meeting of Shareholders (planned)
Specialization and experience
Name

PositionIndependence

Corporate
management

Finance,accounting

Legalaffairs,
compliance

Human
resources,human
resourcesdevelopment●●

Internationality,
globalperspective

Engineering,development

Insight
into otherindustries

Masao
Sakazaki

Representative
Director
Chairman of
the Board of
Directors●

MakotoTani

Representative
Director
President●

Katsuhiko
Tsujimura

Representative
Director
SeniorManaging
Executive
Officer●

Kazuhiko
UchiikeDirector
Managing
Executive
Officer●

Tetsunari
ShimadaDirector
Managing
Executive
Officer●

Hideyuki
Takahashi

OutsideDirector

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Ryoko
Shimizu

OutsideDirector

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RikiyaHattori

OutsideDirector

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Toru
Noguchi

Full-time
Audit &
Supervisory
Board
Member

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Osamu
Ogura

Full-time
Audit &
Supervisory
Board
Member●Narihito
Maishi

Outside Audit& Supervisory
Board
Member●YasuakiTarutani

Outside Audit& Supervisory
Board
Member

●

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Yoko
Koga

Outside Audit& Supervisory
Board
Member

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