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
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Stock Exchange Code 1961)
June 5, 2023
(Start date of measures for electronic provision: May 31, 2023)
To Shareholders with Voting Rights:
Hirokazu Ishida
Representative Director and President
SANKI ENGINEERING CO., LTD.
8-1, Akashicho, Chuo-ku, TokyoNOTICE OF CONVOCATION OF
THE 99th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
Please be informed that the 99th Annual General Meeting of Shareholders of SANKI ENGINEERING CO.,LTD. (the “Company”) will be held for the purposes as described below.
When convening this General Meeting of Shareholders, the Company will take measures for electronic
provision, and will post the matters subject to measures for electronic provision on the following websites on
the Internet.
[The Company’s website]
https://www.sanki.co.jp/ir/stock/meeting.html
In addition to the above, the matters subject to measures for electronic provision are also posted on the website
presented below.
[Tokyo Stock Exchange website (Listed Company Search service)]https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Please access the Tokyo Stock Exchange website above, enter “Sanki Engineering” in the Issue name(company name) or enter “1961” in the Code, click “Search,” and then click “Basic information” and select“Documents for public inspection/PR information.” On the “Filed information available for public inspection”
section, please review the documents from “Notice of General Shareholders Meeting /Informational Materials
for a General Shareholders Meeting.”)
Instead of attending the meeting, you may exercise your voting rights by either of the methods below. Please
review the Reference Documents for the General Meeting of Shareholders posted on the matters subject tomeasures for electronic provision, and exercise your voting rights by no later than 5:00 p.m. Japan time on
Thursday, June 22, 2023.
[Exercising Voting Rights in Writing]
Please indicate your proposals on the enclosed Voting Rights Exercise Form, and return it such that it arrivesby the above deadline for exercise.
[Exercising Voting Rights via the Internet]
Please review the “Guide to Exercising Voting Rights via the Internet” on page 5 (Japanese version only),
access the voting rights exercise website designated by the Company (https://www.web54.net), and enter yourproposals by the above deadline for exercise, in accordance with the on-screen instructions.
Please note that we will not provide souvenirs to shareholders attending the meeting.

-1-1. Date and Time:

Friday, June 23, 2023 at 10:00 a.m. Japan time
(Reception opens: 9:00 a.m.)

2. Place:

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

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
99th Fiscal Year (April 1, 2022 - March 31, 2023) and results of audits by the
Accounting Auditor and the Audit & Supervisory Board of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 99th Fiscal Year
(April 1, 2022 - March 31, 2023)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of 11 Directors
Proposal 2:
Election of 2 Audit & Supervisory Board Members
Proposal 3:
Election of 1 Substitute Audit & Supervisory Board Member
Proposal 4:
1.

English versions of this Notice of Annual General Meeting of Shareholders and the Reference Documents for the General
Meeting of Shareholders posted on the matters subject to measures for electronic provision will be posted on the Company’s
website (https://www.sanki.co.jp/).
2. If revisions to the matters subject to measures for electronic provision arise, the details of the revisions will be posted on therespective posted websites.
3. When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
4. Reference Documents for the General Meeting of Shareholders have been sent to all shareholders.
5. In accordance with the provisions of laws and regulations and Article 16 of the Company’s Articles of Incorporation, thefollowing matters are not provided in the paper-based documents delivered to shareholders who have made a request fordelivery of such documents.
(i) Matters relating to the Company's Stock Acquisition Rights(ii) Matters relating to Accounting Auditor(iii) Company's Structure and Policy (excluding policy on determination on dividends of surplus, etc.)(iv) Consolidated Statement of Changes in Equity and Notes to the Consolidated Financial Statements of the Consolidated
Financial Statements(v) Statement of Changes in Equity and Notes to the Non-consolidated Financial Statements of the Non-consolidated Financial
Statements
Therefore, such documents are excerpt of the Consolidated Financial Statements and Non-consolidated Financial Statements
audited by the Accounting Auditor in preparing the accounting audit report, and excerpt of the Business Report, Consolidated
Financial Statements and Non-consolidated Financial Statements audited by the Audit & Supervisory Board Members in
preparing the audit report.

-2-

Information on Operation of the General Meeting of Shareholders
1. Announcement regarding video streaming before and after the meeting
Streaming video of the Business Report for the fiscal year ended March 31, 2023 and the Issues to be
Addressed will be posted on the Company’s website (https://www.sanki.co.jp/) around Friday, June 16, 2023
before the day of the meeting.
In addition, the on-demand video of this General Meeting of Shareholders will be delivered through theCompany’s website (https://www.sanki.co.jp/).
2. Guidance on the call for questions before the meeting
We will accept questions about the Matters to be Reported and Proposals to be Resolved in this General
Meeting of Shareholders on the Company’s website (https://www.sanki.co.jp/).
<Deadline> Tuesday, June 20, 2023 at 5:00 p.m.
3. Announcement regarding online live streaming of the meeting
This General Meeting of Shareholders will be broadcast live on the day on the Internet so that you can watch
the proceedings from your own home or other places. For further details, please see pages 6 and 7 (Japaneseversion only). After the live streaming, we will accept questions or comments you may have about the live
streaming on the Company’s website (https://www.sanki.co.jp/).
<Deadline> Monday, June 26, 2023 at 5:00 p.m.
4. Request to shareholders attending in person• We will prepare alcohol disinfectant for shareholders near the reception at the venue.
We generally will not ask you to wear your face mask, so we ask for your decision to wear or not to wear
a face mask when attending the meeting.
• We shall be measuring the temperatures of all attendees near the reception at the venue. If you have a feveror are feeling unwell, you may be refused entry to the meeting and we may request you to leave.
• The operating staff shall be wearing masks as they measure temperatures and check whether shareholders
are feeling unwell.
• In order to streamline the proceedings, we may shorten the duration of this General Meeting of
Shareholders, and the explanation of the matters to be reported (including the audit report) and the
proposals at the meeting hall may be abbreviated. We hereby request all shareholders to read the matterssubject to measures for electronic provision beforehand.
• Depending on the developments of the COVID-19 outbreak and announcements, etc. to be made by thegovernment, etc. by the day of the General Meeting of Shareholders, the response method might be altered.
Please be sure to check the Company’s website (https://www.sanki.co.jp/) for the latest information.

-3-

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

Appropriation of Surplus

In the fiscal year under review (fiscal year 2022) as the first year of Phase 3 of the Medium-termManagement Plan “Century 2025,” the Company’s basic policy is to pay a stable and continuous dividend ofa payout ratio of 50% or higher and an annual dividend per share of 70 yen or more, and acquire the Company’streasury stock of approximately 5 million shares during the period of Phase 3.
Although the Company’s performance for the fiscal year under review recorded both year-on-year
decreases in sales and profit, orders received was 228.5 billion yen, exceeding the targets projected forconsolidated net sales of 220.0 billion yen for the fiscal year 2025, the final year of Phase 3. The Company
secured a substantial amount of work carried forward.
The Company considers the return of profits to shareholders an important management policy. As a resultof comprehensively considering these situations, the Company proposes a year-end dividend for the fiscal year
under review as follows, in addition to a special dividend.
Items Related to the Year-end Dividend(1) Items related to the allocation of dividend property to shareholders and its total amount40 yen per common share of the Company(Including an ordinary dividend of 35 yen and a special dividend of 5 yen)
Total of 2,177,547,920 yen(2) Effective date of the appropriation of surplus
June 26, 2023
Furthermore, the Company paid an interim dividend of 35 yen per share, and therefore the total dividend
for the fiscal year under review will be 75 yen per share.

-4-

Proposal 2:

Election of 11 Directors

The terms of office of all Directors (12 Directors) will expire at the conclusion of this year’s Annual General
Meeting of Shareholders. Accordingly, the election of 11 Directors is proposed.
The candidates for Director are as follows:

No.

Current positions andresponsibilities

Name

1

Reappointed

Tsutomu
Hasegawa

2

Reappointed

Hirokazu Ishida

3

Reappointed

Eiji Mitsuishi

4

Reappointed

Masayuki Kudo

5

Reappointed

Kazuaki Iijima

6

Reappointed

Yoshio Kawabe

7

Reappointed

8

Reappointed

9

Reappointed

Keiji Kono

10

Reappointed

Akihiko Matsuda

11

Reappointed

Tamami Umeda

Yukiteru
Yamamoto
Kazuhiko
Kashikura

Representative Director andChairman (of the Board)
Representative Director andPresident
Director; Senior Executive Officer;
General Manager, Mechanical &Electrical Contracting
Headquarters
Director; Senior Executive Officer

External
Independent
External
Independent
External
Independent
External
Independent
External
Independent

Director; Managing Executive
Officer; General Manager, Plants& Machinery Systems
Headquarters
Director; Managing Executive
Officer; General Manager,
Accounting Division; Chief
Financial Officer
External Director; Chair of theBoard of Directors
External Director
External Director
External Director
External Director-5-

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

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1975
June 2008
April 2009
April 2010

Tsutomu Hasegawa(March 4, 1953)
Reappointed

1

April 2011
April 2012
June 2012
April 2013
April 2015
April 2020

Joined the Company
Executive Officer; Deputy General Manager, Tokyo Branch,
Mechanical & Electrical Contracting Headquarters
Executive Officer; General Manager, Business Strategy
Division, Mechanical & Electrical Contracting Headquarters
Superior Executive Officer; General Manager, Tokyo Branch,
Mechanical & Electrical Contracting Headquarters
Managing Executive Officer; General Manager, Tokyo Branch
Senior Executive Officer; General Manager, Sales
Administration Division
Director; Senior Executive Officer; General Manager, Sales
Administration Division
Representative Director; Senior Executive Officer; General
Manager, Mechanical & Electrical Contracting Headquarters
Representative Director and President
Representative Director and Chairman (of the Board)
To present

Number ofshares of theCompany held

45,100<Responsibilities>
Secretarial Office2

Reason for nomination
Since April 2015, as Representative Director and President, Mr. Tsutomu Hasegawa has continually demonstrated hisleadership in a myriad of situations and engaged in business operations. Since April 2020, he has displayed his managerial
abilities, insight and capabilities cultivated over the years in the position of Representative Director and Chairman. The
Company has judged that he is essential for the Group to enhance its corporate value, and has therefore nominated him as a
candidate for Director.
April 1983
Joined the Company
April 2012
Executive Officer; Deputy General Manager, Sales
Administration Division
April 2013
Executive Officer; General Manager, Hokkaido Branch Office
April 2016
Managing Executive Officer; General Manager, Sales
Administration Division, Mechanical & Electrical Contracting
Headquarters
Hirokazu Ishida
June 2017
Director; Managing Executive Officer; General Manager, Sales(January 22, 1959)
41,800Administration Division, Mechanical & Electrical Contracting
Headquarters
Reappointed
Director; Senior Executive Officer; General Manager,
April 2018
Management Planning Office
April 2020
Representative Director and President
To present<Responsibilities>
Internal Audit Office, Management Planning Office, Legal Affairs Office and DX
Promotion Division
Reason for nomination
Since joining the Company, Mr. Hirokazu Ishida engaged in the facilities construction business for many years, and possesses
abundant experience, knowledge and achievements related to the Company’s business. He also has served in positions
including General Manager of the Management Planning Office, and has been doing his utmost to promote strengthening of
the management foundation and the long-term vision “Century 2025” since April 2020, as Representative Director andPresident. The Company has judged that he is essential for the Group to enhance its corporate value, and has therefore
nominated him as a candidate for Director.

-6-

No.

Name
(Date of birth)

Eiji Mitsuishi(February 24, 1952)
Reappointed

3

4

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

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

Number ofshares of theCompany held

37,300<Responsibilities>
Labor Safety and Health Promotion Office, Mechanical & Electrical Contracting
Headquarters
Reason for nomination
Mr. Eiji Mitsuishi has many years of experience in operation and division management of the facilities construction business.
Currently, he serves as General Manager of the Mechanical & Electrical Contracting Headquarters, and is making efforts inthe promotion of workstyle reforms at construction sites and the prevention of work accidents. The Company has judged that
his above experience and achievements are essential for the Group to further enhance its corporate value, and has therefore
nominated him as a candidate for Director.
April 1985
Joined the Company
June 2014
Executive Officer; General Manager, Facility Systems Division
April 2017Managing Executive Officer; Deputy General Manager,
Mechanical & Electrical Contracting Headquarters
April 2018
Managing Executive Officer
June 2018
Director; Managing Executive Officer
Masayuki Kudo
April 2021
Director; Senior Executive Officer; General Manager, CSR(June 27, 1959)
Promotion Division
28,900April 2022
Director; Senior Executive Officer; General Manager,
Reappointed
Sustainability Promotion Division
April 2023
Director; Senior Executive Officer
To present<Responsibilities>
Chief Cost Inspector Office, Information Systems Office, Sustainability Promotion
Division, Facility Systems Division
Reason for nomination
After getting abundant operational experience, including experience overseas, as an engineer in the facilities construction
business, Mr. Masayuki Kudo served as General Manager of the Facility Systems Division and General Manager of the
Sustainability Promotion Division, etc. Currently, as officer responsible for the Chief Cost Inspector Office, the Information
Systems Office, the Sustainability Promotion Division, and the Facility Systems Division, he is demonstrating his high degreeof insight. The Company has judged that his above experience and achievements are essential for the Group to enhance its
corporate value, and has therefore nominated him as a candidate for Director.

-7-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1984
April 2016
October 2018

Kazuaki Iijima(August 12, 1958)
Reappointed

5

April 2021
June 2021

Joined the Company
Executive Officer; General Manager, Technology ResearchInstituteExecutive Officer; General Manager, Technical Research &Development Center
Managing Executive Officer; General Manager, Plants &Machinery Systems Headquarters
Director; Managing Executive Officer; General Manager, Plants& Machinery Systems Headquarters
To present

Number ofshares of theCompany held

16,100<Responsibilities>
Technical Research & Development Center, Plants & Machinery Systems
Headquarters

6

Reason for nomination
Since joining the Company, Mr. Kazuaki Iijima has achievements as an engineer and experience as a manager in the researchand development and the energy saving business. Currently, as General Manager of the Plants & Machinery Systems
Headquarters, he contributes to the development of the machinery systems business and the environmental systems business.
The Company has judged that his above experience and achievements are essential for the Group to further enhance corporate
value, and has therefore nominated him as a candidate for Director.
April 1984
Joined the Company
April 2015
Executive Officer; General Manager, Administration Division
June 2015
Director; Executive Officer; General Manager, Administration
Division
April 2017
Director; Executive Officer; General Manager, Accounting
Division
Yoshio Kawabe
June 2017
Executive Officer; General Manager, Accounting Division(October 31, 1960)
June 2020
Director; Executive Officer; General Manager, Accounting
14,600
Division; Chief Financial Officer
Reappointed
April 2022
Director; Managing Executive Officer; General Manager,
Accounting Division; Chief Financial Officer
To present<Responsibilities>
General Affairs and Human Resources Division, Accounting Division, SANKI
Techno Center
Reason for nomination
Since joining the Company, Mr. Yoshio Kawabe has engaged mainly in accounting and finance-related operations and thepromotion of internal control. Currently, as General Manager of the Accounting Division and officer responsible for the
General Affairs and Human Resources Division and the SANKI Techno Center, he focuses on capital and finance policies aswell as human resources policy. The Company has judged that his above experience and insights are essential for the Groupto enhance its corporate value, and has therefore nominated him as a candidate for Director.

-8-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1977
June 2008

Yukiteru Yamamoto(June 3, 1953)
External
Independent Officer
Reappointed

April 2009
April 2012
June 2013
June 2014
April 2015
March 20177
June 2020

8

Joined MITSUI LIFE INSURANCE MUTUAL COMPANY
Director; Managing Executive Officer, MITSUI LIFE
INSURANCE COMPANY LIMITED
Representative Director and President; Chief Operating Officer;
General Manager, Operational Improvement Promotion Division
Representative Director and President; Chief Operating Officer
Special Advisor
External Director, the Company
Advisor, MITSUI LIFE INSURANCE COMPANY LIMITED
Retired from MITSUI LIFE INSURANCE COMPANY
LIMITED
External Director; Chair of the Board of Directors, the Company
To present

Number ofshares of theCompany held

15,400Reason for nomination
Mr. Yukiteru Yamamoto has served in positions including Representative Director and President of MITSUI LIFE
INSURANCE COMPANY LIMITED (currently TAIJU LIFE INSURANCE COMPANY LIMITED) and Executive
Member of the Policy Board of the Japan Business Federation, and he thus possesses abundant operational experience andwide-ranging knowledge regarding corporate management. He currently contributes to the enhancement of corporate
governance as Chair of the Board of Directors of the Company. His advice and supervision based on the experience andinsights developed through this background will lead to sustainable enhancement of the Group’s corporate value, and theCompany has therefore nominated him again as a candidate for External Director.
April 1977
Joined Mitsui Bank Co., Ltd.
June 2005
Executive Officer; General Manager, Operations Audit Division,
Sumitomo Mitsui Banking Corporation
April 2008
Executive Officer
April 2008
Retired from Sumitomo Mitsui Banking Corporation
Kazuhiko Kashikura
May 2008
Representative Director and President, SMBC Staff Service Co.,(April 13, 1954)
Ltd.
May 2013
Retired from SMBC Staff Service Co., LTD.
6,900
External
June 2013
Representative Director and President, SMBC Finance Service
Independent Officer
Co., Ltd.
Reappointed
June 2017
Representative Director and Chairman
June 2018
External Director, the Company
To present
Retired from the position of Representative Director andChairman, SMBC Finance Service Co., Ltd.
Reason for nomination
Mr. Kazuhiko Kashikura has served as Executive Officer of Sumitomo Mitsui Banking Corporation and a top executive at
the same group companies and he thus has abundant experience and broad insight in corporate management. His advice andsupervision based on the experience and insights developed through this background will lead to sustainable enhancement of
the Group’s corporate value, and the Company has therefore nominated him again as a candidate for External Director.

-9-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1980
May 1999
February 2001

Keiji Kono
(September 18, 1957)
External
Independent Officer
Reappointed

9

November 2002
March 2004
July 2006
November 2007
May 2009
April 2010
May 2010
October 2010
November 2010
April 2012
January 2013
October 2015
January 2017
April 2017
April 2021
June 2021
March 2023

Joined The Bank of Japan
Manager, Price Statistics Section, Research and Statistics
Department
Manager, Economic Statistics Section, Research and Statistics
Department
Deputy General Manager, Nagoya Branch
General Manager, Matsue Branch
Associate Director-General, Financial Markets Department
General Manager, Fukuoka Branch
Director-General, Information System Services Department
Retired from The Bank of Japan
Full-time Advisor, Chugai Pharmaceutical Co., Ltd.
Executive Officer; Deputy Head, Lifecycle Management
Marketing Unit
Executive Officer; Head, Lifecycle Management Unit 2,
Lifecycle Management Marketing Unit
Executive Officer; Deputy Head, Marketing & Sales Division
Executive Officer; Head, IT Supervisory Division
Executive Officer in charge of Global Health Policy; Head, IT
Supervisory Division
Executive Officer in charge of External Affairs Department andGlobal Health Policy
Senior Vice President in charge of External Affairs Department
and Global Health Policy
Part-time Advisor
External Director, the Company
To present
Retired from the position of Part-time Advisor, Chugai
Pharmaceutical Co., Ltd.

Number ofshares of theCompany held

2,300

Reason for nomination
Mr. Keiji Kono has served in managerial positions in key departments of The Bank of Japan as a financial specialist. In
Chugai Pharmaceutical Co., Ltd., he has held the office of Executive Officer serving as Head of the IT Supervisory Divisionand fulfilled roles including promoting overseas activities that contribute to society, and he thus has abundant experience andbroad insight in corporate management. His advice and supervision based on the experience and insights developed throughthis background will lead to sustainable enhancement of the Group’s corporate value, and the Company has therefore
nominated him again as a candidate for External Director.

- 10 -

No.

Past experience, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

Joined Tokyo Gas Co., Ltd.
Technical Solution Department
Managing Director, Energy Advance Co., Ltd.
March 2015
Retired from Energy Advance Co., Ltd.
April 2015
General Manager, Energy Proposal Promotion Department,
Tokyo Gas Co., Ltd.
April 2017
Executive Officer
President and Representative Director, Tokyo Gas Living
Engineering Co., Ltd.
March 2020
Retired from Tokyo Gas Living Engineering Co., Ltd.
April 2020
Advisor, Tokyo Gas Co., Ltd.
June 2021
External Director, the Company
To present
March 2022
Retired as Advisor of Tokyo Gas Co., Ltd.
April 2022
Representative Director, Senior Director, Japan Gas Appliances
Inspection Association
To present<Significant concurrent position>
Representative Director, Senior Director, Japan Gas Appliances Inspection
Association

2,300

Name
(Date of birth)
April 1985
April 2013

Akihiko Matsuda(January 7, 1960)

10

External
Independent Officer
Reappointed

Reason for nomination
Mr. Akihiko Matsuda has served as Executive Officer in Tokyo Gas Co., Ltd. and a top executive at the same group companies
and he thus has abundant experience and broad insight in the overall energy business. His advice and supervision based on
the experience and insights developed through this background will lead to sustainable enhancement of the Group’s corporate
value, and the Company has therefore nominated him again as a candidate for External Director.

- 11 -

No.

Past experience, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

Joined the Ministry of Health and Welfare
Director, Disease Control Division, Health Service Bureau,
Ministry of Health, Labour and Welfare
July 2008
Director, Tuberculosis and Infectious Diseases Control Division,
Health Service Bureau
July 2009
Director, Medical Care Division, National Hospital Organization
April 2012
Planning Officer
October 2013
Director in charge of Medical Affairs
October 2015
Director-General Counsellor for medical policy and mental
health care, Ministry of Health, Labour and Welfare
June 2016
Director-General, Environmental Health Department, Ministryof the Environment
July 2019
Director General, Bureau of International Health Cooperation,
National Center for Global Health and Medicine
Retired from Ministry of Health, Labour and Welfare
March 2021
Visiting Researcher, National Center for Global Health andApril 2021
Medicine
To present
June 2022
External Director, the Company
To present<Significant concurrent position>
Visiting Researcher, National Center for Global Health and Medicine

1,500

Name
(Date of birth)
April 1985
September 2006

Tamami Umeda(April 26, 1960)
External
Independent Officer
Reappointed

11

Reason for nomination
Although Ms. Tamami Umeda does not have experience of being directly involved in corporate management, she is a licensed
physician and has held positions such as the Director-General Counsellor, the Ministry of Health, Labour and Welfare andthe Director-General, Environmental Health Department, the Ministry of the Environment, and she thus has abundant
experience and broad insight regarding the health and hygiene administration in Japan and overseas and organizational
management. Her advice and supervision based on the experience and insights will lead to sustainable enhancement of theGroup’s corporate value, and the Company has therefore nominated her again as a candidate for External Director.
(Notes) 1. There are no special interests between the candidates and the Company.
2. (1) Mr. Yukiteru Yamamoto, Mr. Kazuhiko Kashikura, Mr. Keiji Kono, Mr. Akihiko Matsuda, and Ms. Tamami Umeda
are candidates for External Director.
(2) The Company has registered Mr. Yukiteru Yamamoto, Mr. Kazuhiko Kashikura, Mr. Keiji Kono, Mr. Akihiko Matsuda,and Ms. Tamami Umeda with the Tokyo Stock Exchange as Independent Officers with no possibility of a conflict ofinterest occurring with general shareholders, whose designation is required by the Exchange. If they are reappointed
and assume office as Directors, they will continue to be Independent Officers.
3. Number of years since candidates for External Director were appointed External Director(1) Mr. Yukiteru Yamamoto’s term in office as External Director will be nine years at the conclusion of this General
Meeting of Shareholders.
(2) Mr. Kazuhiko Kashikura’s term in office as External Director will be five years at the conclusion of this General
Meeting of Shareholders.
(3) Mr. Keiji Kono’s term in office as External Director will be two years at the conclusion of this General Meeting of
Shareholders.
(4) Mr. Akihiko Matsuda’s term in office as External Director will be two years at the conclusion of this General Meetingof Shareholders.
(5) Ms. Tamami Umeda’s term in office as External Director will be one year at the conclusion of this General Meeting of
Shareholders.
4. Liability limitation agreements with candidates for Director
The Company has entered into agreements with Mr. Yukiteru Yamamoto, Mr. Kazuhiko Kashikura, Mr. Keiji Kono, Mr.
Akihiko Matsuda, and Ms. Tamami Umeda to limit their liability for damages as provided for in Article 423, Paragraph 1,of the Companies Act, and the maximum amount of liability under this agreement shall be the greater of 10 million yen or
the minimum amount stipulated in laws and regulations.
5. Outline of the directors’ and officers’ liability insurance insuring candidates for Director
The Company has entered into a directors’ and officers’ liability insurance agreement with an insurance company. The
policy covers damage to be borne by the insured, which may arise from those insured persons’ assuming liability inconnection with the execution of their duties or receiving claims pertaining to the pursuit of such liability. All candidates- 12 -

for Director will be insured under said agreement. The Company will renew said agreement under the same terms andconditions at the time of the next renewal.

- 13 -

Proposal 3:

Election of 2 Audit & Supervisory Board Members

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

Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

Intern Doctor, First Department of Surgery, Faculty of Medicine,
University of Tokyo
June 1988
Visiting Researcher, Department of Surgery, University ofCalifornia, San Francisco
February 1989
Research Assistant, First Department of Surgery, Faculty of
Medicine, University of Tokyo
July 1992
Lecturer, First Department of Surgery, Faculty of Medicine,
University of Tokyo
October 1992
Professor, First Department of Surgery, School of Medicine,
Kyorin University
Vice Director, Kyorin University Hospital
April 1998
April 2004
Dean, School of Medicine, Kyorin University
April 2010
President, Kyorin University
April 2018
President Emeritus, Kyorin University
To present
June 2019
External Audit & Supervisory Board Member, the Company
To present<Significant concurrent position>
President Emeritus, Kyorin University
Outside Director, JCR Pharmaceuticals Co., Ltd.

5,200

Name
(Date of birth)
April 1970

Yutaka Atomi(December 5, 1944)

1

External
Independent Officer
Reappointed

Reason for nomination
Although Mr. Yutaka Atomi does not have experience of being directly involved in corporate management, he has long been
engaged in education and research at universities, having served in positions such as President of Kyorin University, and thus
possesses deep insight and abundant experience regarding university management. In order to utilize his experience and insightdeveloped through this background to audit the Company from an objective and fair standpoint, the Company has nominatedhim again as a candidate for External Audit & Supervisory Board Member.

- 14 -

No.

Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

Joined Taisho Marine & Fire Insurance Co., Ltd
Representative Director and President, Mitsui Sumitomo
Insurance Company, Limited
Representative Director and President, Mitsui Sumitomo
April 2008
Insurance Group Holdings, Inc.
April 2010
Representative Director, President & CEO, MS&AD InsuranceGroup Holdings, Inc.
Representative Director, Chairman of the Board, Mitsui
Sumitomo Insurance Company, Limited
Representative Director and Executive Officer, MS&AD
June 2014
Insurance Group Holdings, Inc.
Representative Director, MS&AD Insurance Group Holdings,
April 2016
Inc.
Director, Standing Advisor, Mitsui Sumitomo Insurance
Company, LimitedStanding Advisor, Mitsui Sumitomo Insurance Company, Limited
June 2016
External Audit & Supervisory Board Member, the Company
June 2019
To present
Special Advisor, MS&AD Insurance Group Holdings, Inc.
April 2020
To present<Significant concurrent positions>
Special Advisor, MS&AD Insurance Group Holdings, Inc.

2,400

Name
(Date of birth)
April 1972
June 2006

Toshiaki Egashira(November 30, 1948)

2

External
Independent Officer
Reappointed

Reason for nomination
Mr. Toshiaki Egashira has served in positions including Representative Director and President of Mitsui Sumitomo Insurance
Company, Limited, and thus possesses abundant operational experience and wide-ranging knowledge regarding corporate
management. In order to utilize his experience and insight developed through this background to audit the Company from an
objective and fair standpoint, the Company has nominated him again as a candidate for External Audit & Supervisory Board
Member.
(Notes) 1. Special interests between the candidates and the Company
Mr. Yutaka Atomi is concurrently serving as President Emeritus of Kyorin University, with which the Company has
transactions including a facilities construction subcontracting agreement.
Mr. Toshiaki Egashira is concurrently serving as Special Advisor of Mitsui Sumitomo Insurance Company, Limited, withwhich the Company has transactions including a facilities construction subcontracting agreement and nonlife insurance
agreement.
2. (1) Mr. Yutaka Atomi and Mr. Toshiaki Egashira are candidates for External Audit & Supervisory Board Member andfulfill the criteria in the Independence Standards for External Officers established by the Company, as in the mostrecent three fiscal years, transactions with Kyorin University and Mitsui Sumitomo Insurance Company, Limited
described in the above (Note) 1. accounted for a maximum of 0.81% and 0.46% of consolidated net sales, respectively.
(2) The Company has registered Mr. Yutaka Atomi and Mr. Toshiaki Egashira with the Tokyo Stock Exchange as
Independent Officers with no possibility of a conflict of interest occurring with general shareholders, whose designationis required by the Exchange. If they are reappointed and assume office as External Audit & Supervisory Board Members,
they will continue to be Independent Officers.
3. Number of years since candidates for External Audit & Supervisory Board Member were appointed External Audit &Supervisory Board Member
Mr. Yutaka Atomi’s and Mr. Toshiaki Egashira’s term in office as External Audit & Supervisory Board Member will befour years at the conclusion of this General Meeting of Shareholders.
4. Liability limitation agreements with candidates for External Audit & Supervisory Board Member
The Company has entered into agreements with Mr. Yutaka Atomi and Mr. Toshiaki Egashira to limit their liability fordamages as provided for in Article 423, Paragraph 1, of the Companies Act, and the maximum amount of liability underthese agreements shall be the greater of 10 million yen or the minimum amount stipulated in laws and regulations.
5. Outline of the directors’ and officers’ liability insurance insuring candidates for Audit & Supervisory Board Member
The Company has entered into a directors’ and officers’ liability insurance agreement with an insurance company. The
policy covers damage to be borne by the insured, which may arise from those insured persons’ assuming liability inconnection with the execution of their duties or receiving claims pertaining to the pursuit of such liability. All candidates
for Audit & Supervisory Board Member will be insured under said agreement. The Company will renew said agreement
under the same terms and conditions at the time of the next renewal.

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Proposal 5:

Election of 1 Substitute Audit & Supervisory Board Member

In order to prepare for cases where the number of Audit & Supervisory Board Members falls below
prescribed by laws and regulations, the Company proposes the election of one substitute Audit & Supervisory
Board Member.
Furthermore, the Audit & Supervisory Board has given its approval to this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

Joined Asahi Shinwa Audit Corporation
Registered as certified public accountant
Partner, Asahi Audit Corporation
Senior Partner, KPMG AZSA LLC
Retired from KPMG AZSA LLC
Established Suzuki Toshio Certified Public Accountant Office
To present<Significant concurrent position>
Certified public accountant (Suzuki Toshio Certified Public Accountant Office)

None

Name
(Date of birth)

Toshio Suzuki(April 18, 1957)
External
Independent Officer
Reappointed

September 1985
August 1988
May 2000
May 2005
June 2019
July 2019

Reason for nomination
Although Mr. Toshio Suzuki does not have experience of being directly involved in corporate management, in order to utilize his
expertise and experience, etc. developed as a certified public accountant to strengthen the audit systems of the Company, theCompany has nominated him as a candidate for substitute External Audit & Supervisory Board Member.
(Notes) 1. There are no special interests between the candidate and the Company.
2. (1) The candidate is a candidate for substitute External Audit & Supervisory Board Member.
(2) If Mr. Toshio Suzuki assumes office as Audit & Supervisory Board Member, the Company intends to register him with
the Tokyo Stock Exchange as Independent Officer with no possibility of a conflict of interest occurring with generalshareholders, whose designation is required by the Exchange.
3. Liability limitation agreement with the candidate for substitute External Audit & Supervisory Board Member
If Mr. Toshio Suzuki is appointed as Audit & Supervisory Board Member, the Company intends to enter into an agreementwith him to limit his liability for damages as provided for in Article 423, Paragraph 1 of the Companies Act, and the
maximum amount of liability under this agreement shall be the greater of 10 million yen or the minimum amount stipulated
in laws and regulations.
4. Outline of the directors’ and officers’ liability insurance insuring the candidate for substitute Audit & Supervisory Board
Member
The Company has entered into a directors’ and officers’ liability insurance agreement with an insurance company. The
policy covers damage to be borne by the insured, which may arise from those insured persons’ assuming liability inconnection with the execution of their duties or receiving claims pertaining to the pursuit of such liability. The candidate
for substitute Audit & Supervisory Board Member will be insured under said agreement. The Company will renew said
agreement under the same terms and conditions at the time of the next renewal.

- 16 -

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

- 17 -

[Independence Standards for External Officers]
The Company established the “Independence Standards for External Officers” and designates those notapplicable to all of categories listed below as an Independent Officer.
1. A person whose major business partner (Note 1) is the Company or an executive person (Note 2) of the same if such
person is a juridical person, etc. (Note 3).
2. A major business partner (Note 1) of the Company or a major lender (Note 4) of the Company or an executive person(Note 2) of the same if such person is a juridical person, etc. (Note 3).
3. A consultant, accounting professional, or legal professional who receives a significant amount of money or other assets(Note 5) from the Company other than Officer remuneration.
4. A person who has fallen under any of items 1 to 3 above in a recent period (Note 6)
5. A relative within the second degree of relationship of a person who falls under any of items (a) to (d) below (excluding
a person with whom relationship was dissolved due to a divorce, dissolution, etc.).
(a) A person who falls under any of items 1 to 4.
(b) An executive person (Note 3) of the Company’s subsidiary(c) A Non-executive Director of the Company’s subsidiary (in the case that an External Audit & Supervisory Board
Member is nominated as an Independent Officer)(d) A person who has fallen under the preceding (b) or (c) or an executive person (Note 3) of the Company in a
recent period (Note 6)
6. A major shareholder of the Company holding 10% or more of the Company’s total shares for three or more consecutive
years in a recent period (Note 6) or an executive person (Note 2) of the same if such person is a juridical person, etc.
(Note 3).
(Note 1) A “Major business partner” refers to a business partner with which the Company has transactions corresponding
to, in principle, 3% or more of annual consolidated sales of the Company for three or more consecutive years(3% of annual consolidated sales is approximately 5,725 million yen in fiscal 2022)(Note 2) An “executive person” refers to an Executive Director or employee in the General Manager position or equivalentmanagerial position and other equally important position(Note 3) A “juridical person, etc.” refers to a juridical person or any organization other than a juridical person (including
agricultural cooperatives and management associations)(Note 4) A “major lender” refers to a lender from which the balance of loans as of the end of each fiscal year is, in principle,
2% or more of the consolidated total assets of the Company on the same day for three or more consecutive years(2% of the consolidated total asset is approximately 3,446 million yen in fiscal 2022)(Note 5) A “significant amount of money or other assets” refers to that with a value equivalent to a cash amount of 10
million yen or more per annum(Note 6) A “recent period” refers to a five-year period before the time point in which the election proposal to be submitted
to the shareholder’s meeting is determined- 18 -

[Skills, career, and expertise held by the members of the Board of Directors and the Audit & Supervisory Board(Note 1)]The Company identifies skills which the Company expects the members of the Board of Directors todemonstrate in light of the management strategies, and the Board of Directors consists of diverse humanresources that can cover these skills. If Proposal 2 “Election of 11 Directors” and Proposal 3 “Election of 2
Audit & Supervisory Board Members” are approved as originally proposed, the status shall be as follows.
○: Internal, ●: External
ItemsManagement experience (Note 2)
Engineering
R&D
GlobalFinance & capital markets
Risk management
Governance
Legal
Note 1:
Note 2:

Number of members○○●●●●●●〇〇〇〇〇●〇〇〇●〇〇●●●●
○○○●●
○○○●●
●

Indicates two to three skill items with particular strengths
Experience of top management of an organization such as chairperson, president, executive director, dean, etc.

- 19 -