(Note) These documents are partial translations of the Japanese originals for reference purposes only. In
the event of any discrepancy between these translated documents and the Japanese originals, the Japaneseoriginals will take precedence. Chiyoda Corporation assumes no responsibility for these translations or for
direct, indirect, or any other forms of damage arising from the translation.

Securities Code: 6366
June 13, 2024
Notice of the 96th Ordinary General Meeting of Shareholders

Dear Shareholders:
Chiyoda Corporation (the “Company”) would hereby like to inform you that the 96th Ordinary
General Meeting of Shareholders of the Company will be held as follows.
In convening this Ordinary General Meeting of Shareholders, the Company is taking measures toelectronically provide the information contained in the reference materials for the Ordinary
General Meeting of Shareholders (Electronic Provision Measures and Matters). To access thisinformation, please visit the following websites.

[The Company website]
https://www.chiyodacorp.com/en/ir/information/general-meeting/[Website for posting shareholder meeting materials]
https://d.sokai.jp/6366/teiji/（Japanese Only）[Tokyo Stock Exchange website (TSE Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(First access the above website, then enter either “Chiyoda Corporation” in the “Issue name(company name)” field or “6366” in the “Code” field to initiate the search. Next, select “Basic
Information” and then “Documents for public inspection/PR information” to view the “Notice ofGeneral Shareholders Meeting/Informational Materials for a General Shareholders Meeting”
under the “Filed information available for public inspection” section.)
If you are unable to attend the meeting in person, you may exercise voting rights by using one of
the following methods. Please refer to the reference materials for the meeting attached to thisnotice and exercise your voting rights.
Voting via the Internet or by Electronic Proxy
Please refer to “Exercising Your Voting Rights via the Internet or by Electronic Proxy” on page 4,
and exercise your voting rights by 4:36 p.m. Japan time, Thursday, June 27, 2024.
Voting in Writing (by Mail)
Please use the enclosed voting ballot to indicate your approval or disapproval of the proposals
and return it to us by 4:36 p.m. Japan time, Thursday, June 27, 2024.

1

If you vote more than once, your vote will be handled as follows:
1. If you vote both via the Internet or by electronic proxy and by mail, only your Internet or
electronic proxy vote will be deemed valid regardless of the time of receipt.
2. If you vote via the Internet or by electronic proxy more than once, only your last vote will bedeemed valid.
Yours faithfully,
Masakazu Sakakida
Representative Director, Chairman of
the Board
Chiyoda Corporation
6-2, Minato Mirai 4-chome, Nishi-ku,
Yokohama City, Kanagawa Pref.
1. Date and Time:
2. Venue:

10:00 a.m. Japan Time Friday, June 28, 2024
(Reception will open at 9:00 a.m.)
Lecture Hall on the 11th floor of Minato Mirai Grand Central Tower,
6-2, Minato Mirai 4-chome, Nishi-ku, Yokohama City, Kanagawa
Pref.

3. Meeting Agenda:
Matters to be reported:

Matters to be resolved:
Proposal 1:
Proposal 2:
Proposal 3:

1.

Business Report, Consolidated Financial Statements, andResults of Audits of Consolidated Financial Statements by the
Independent Auditor and the Audit and Supervisory Committee
for the 96th fiscal year (from April 1, 2023, to March 31, 2024)
2. Non-consolidated Financial Statements for the 96th fiscal year
(from April 1, 2023, to March 31, 2024)
See “Holding a following meeting” on page 3 for information on thehandling of matters to be reported.

Appointment of Nine Directors who are not Audit and Supervisory
Committee Members
Appointment of Two Directors who are Audit and Supervisory
Committee Members
Appointment of One Director who is a substitute Audit andSupervisory Committee Member* If you attend the meeting in person, please remember to hand in the enclosed voting ballotat the reception desk.
* When exercising voting rights by an authorized representative (proxy), please hand in thevoting ballot along with an identification document that verifies the authority of representation
at the reception desk. The proxy will be limited to one person who is a shareholder of theCompany with voting rights as stipulated in the Articles of Incorporation.
* If there are any revisions to the Electronic Provision Measures and Matters, the pre- andpost-revision versions of this information will be posted on the aforementioned websites.

2

Holding a following meeting
The Company planned to report on agenda items for the 96th Ordinary General Meeting of Shareholders
to be held on June 28, 2024, (hereinafter referred to as the “General Meeting”) consisting of matters to bereported corresponding to “Reporting on the Business Report, Consolidated Financial Statements, andResults of Audits of the Consolidated Financial Statements by the Independent Auditor and the Audit andSupervisory Committee for the 96th fiscal year (April 1, 2023, to March 31, 2024)” and “Reporting on the
Non-consolidated Financial Statements for the 96th fiscal year (April 1, 2023, to March 31, 2024)”(hereinafter collectively referred to as “Matters to be Reported”) to shareholders at the General Meeting.
However, as indicated in “(Update on Disclosed Matter)Notice of Postponement of Consolidated
Financial Results Announcement for the Fiscal Year ended March 31, 2024” dated May 23, 2024, theannouncement of financial results has been postponed, and procedures related to the financial results
have not been completed as of the time of the decision made to convene the General Meeting due to thefact that U.S.-based Zachry Industrial, Inc. (hereinafter referred to as “Zachry”), the Company that has
been jointly executing the Golden Pass LNG project in Texas, USA (hereinafter referred to as the“Project”), has filed for Chapter 11 proceedings under the United States Bankruptcy Code and the fact that
discussions concerning Zachry’s withdrawal from the execution of the Project had been ongoing given theneed to carefully examine the latest status of the Project in compiling the financial results. Consequently, it
was not possible to provide the Business report, Consolidated Financial Statements, Non-consolidated
Financial Statements, and Reports of Audits by the Independent Auditor and the Audit and Supervisory
Committee for the 96th fiscal year, which were to have been provided at the time of the convocation of theGeneral Meeting, such that it was not possible to report on the Matters to be Reported.
Accordingly, the Company plans to consult shareholders at the General Meeting on promptly holding ameeting following the General Meeting (hereinafter referred to as the “Following Meeting”) upon receipt of
the Report of Audits by the Independent Auditor and otherwise the completion of the prescribed
procedures, on reporting on the Matters to be Reported at the Following Meeting, and on asking the Boardof Directors to determine the time and place for the Following Meeting (hereinafter referred to as the“Proposal”). If the Proposal is approved at the General Meeting, the Company intends to hold theFollowing Meeting upon separately sending a notice of the Following Meeting to shareholders.
The Following Meeting constitutes a part of the General Meeting, which means that the shareholders
attending the Following Meeting shall be the same shareholders who are entitled to exercise voting rights
at the General Meeting.
We apologize for the considerable inconvenience and concern that this matter has been causing ourshareholders.

3Exercising Voting Rights via the Internet or by Electronic Proxy1.

How to vote via the Internet
Log on to the voting website (https://evote.tr.mufg.jp/) using the voter code and password
indicated on the enclosed voting ballot and follow the on-screen instructions to register yourvote for or against each proposal.

2.

Electronic Proxy Voting Platform
Institutional investors may use the Electronic Proxy Voting Platform for Institutional Investors
managed by ICJ, Inc., as an electronic method for the exercise of votes at the Ordinary
General Meeting of Shareholders of the Company.

4

Reference Materials for the Ordinary General Meeting of Shareholders
Proposals and Reference Items
Proposal 1: Appointment of Nine Directors who are not Audit and Supervisory Committee
Members
The term of all seven directors who are not Audit and Supervisory Committee Members will
expire at the close of this General Meeting of Shareholders (including the following meeting).
Therefore, the Company proposes to increase the number of directors by two and elect nine
directors who are not Audit and Supervisory Committee Members in order to strengthen the
management system. The appointment of these nine directors shall take effect as of theconclusion of the General Meeting of Shareholders (including the Following Meeting). This
Proposal was deliberated by the Audit and Supervisory Committee, which concluded that all
nominees are qualified.
The candidates for director are as follows.
If Proposal 1 and Proposal 2 are approved as originally proposed, Company's directors andAudit and Supervisory Committee Members will possess the skills and experience listed in thetable below.

[Reference: Skills and experience of directors and Audit and Supervisory Committee
Members after the meeting following Ordinary General Meeting of Shareholders andBoard of Directors]

Number of
years
in officeName(Positions)

Masakazu
Sakakida
Director, Chairman of the

Skills and experience
Legal,
Project
FinanceComplianceexperience
Overseas
Management
and
and
and
Sustainability
experience
A ccounting
riskTechnical
management
experience

3 years

✓

✓

✓

✓

2 years

✓

✓

✓

✓

✓

✓

Board & CWO

Koji Ota
P
r
o
p
o
s
a
l
１

Representative Director,
President & CEO andCSO

Hiroyuki
Shimizu
Director, SeniorNewnominee―

Executive Vice President

Atsushi
Deguchi
Representative Director,✓

1 yearExecutive Vice President& CFO and CCO

5

✓

✓

✓

✓

Number of
years
in officeName(Positions)

Skills and experience
Legal,
Project
FinanceComplianceexperience
Overseas
Management
and
and
and
Sustainability
experience
A ccounting
riskTechnical
management
experience

Naoki
Kobayashi✓

1 yearRepresentative Director,✓✓

Executive Vice
President,

TakuyaKuga
Director

P
r
o
p
o
s
a
l
１

Ryo
Matsukawa
Outside Director

YutakaKunigoOutside Director

Shoko
Kuroki
Outside Director

P
r
o
p
o
s
a
l
2

HisashiIto
Director (member of the
Audit and Supervisory
Committee)

YumikoMatsuoDirector (member of the
Audit and Supervisory
Committee)Newnominee―✓

3 years✓

OutsideDirector
Independent
Officer

2 years✓New
nominee
OutsideDirector
Independent
Officer―

OutsideDirector
Independent
Officer

4 yearsNew
nominee
OutsideDirector
Independent
Officer―

OutsideDirector
Independent
Officer

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

6

✓

✓

✓

D
u
r
o i
f n
o g
f t
f h
i e
c
e t
e
r
m

Name
(Positions)

Number of
years
in office

Skills and experience
Legal,
Project
FinanceComplianceExperience
Overseas
Management
and
and
and
Sustainability
experience
A ccounting
riskTechnical
management
experience

Shuhei
Watanabe
Director (full-time✓

1 year✓✓member of the Audit andSupervisory Committee)

Note: The table above does not necessarily list all the skills and experience possessed by the
directors.

7

No.

Name
(date of birth)

Brief career history, positions, responsibilities, andsignificant concurrent positions

Class andnumber ofshares of theCompany
held

April 1981: Joined Mitsubishi Corporation (Heavy
Machinery Dept.)
February
2001:

Mitsubishi International Corporation,
New York, U.S.A.

April 2006: General Manager, Plant & Heavy
Machinery Unit, Plant & Industrial
Machinery Business Division of
Mitsubishi Corporation
April 2012: General Manager for Group Strategy
Planning, Machinery Group CEO
Office, and Group CIO, Machinery
Group of Mitsubishi Corporation

Masakazu
Sakakida(November 11,
1958)

1

April 2013: Senior Vice President, Chairman &Managing Director, Mitsubishi
Corporation India Private Ltd., and
Deputy Regional CEO, Asia &Oceania (Southwest Asia) (New Delhi)
April 2017: Executive Vice President, Corporate
Functional Officer, Chief Compliance
Officer and Officer, Emergency Crisis
Management Headquarters of
Mitsubishi Corporation
June 2017: Representative Director, Executive
Vice President, Corporate Functional
Officer, Chief Compliance Officer andOfficer, Emergency Crisis Management
Headquarters of Mitsubishi Corporation

Commonshares:(Number ofshares to beissued basedon stockcompensation)
91,990(72,404)

April 2021: Director of Mitsubishi Corporation
June 2021: Representative Director, Chairman of
the Board & CEO and CWO of theCompany
April 2022: Representative Director, Chairman of
the Board, President & CEO, CSO andCWO of the Company
April 2024: Representative Director, Chairman of
the Board & CWO of the Company(current position)<Reason for nomination>
At Mitsubishi Corporation, Mr. Masakazu Sakakida served in roles that included
General Manager, of the Plant & Heavy Machinery Unit, Plant & Industrial
Machinery Business Division; General Manager for Group Strategy Planning,
Machinery Group CEO Office; Representative Director, Executive Vice President,
and Corporate Functional Officer and is well versed in project management. The
Company has determined that he is qualified to contribute to the growth of theCompany and improvement of corporate value by leveraging his abundant
overseas knowledge and extensive track record in management; therefore,
renominated him as a candidate for director.

8

No.

Name
(date of birth)

Koji Ota(February 1,
1965)

Brief career history, positions, responsibilities, andsignificant concurrent positions
April 1989:

Joined Mitsubishi Corporation

June 2012:

General Manager, Smart Community
Business Integration Unit, Environment& Infrastructure Business Division of
Mitsubishi Corporation

April 2013:

General Manager, Environment Energy
Business Unit, Environment &Infrastructure Business Division of
Mitsubishi Corporation

April 2015:

Director, Lithium Energy Japan

April 2018:

Director, Executive Vice President,
Lithium Energy Japan

April 2019:

Senior Vice President, Division COO,
Plant Engineering Division of
Mitsubishi Corporation

April 2022:

Executive Vice Presidents, Group
CEO, Industrial Infrastructure Group,
Division COO, Plant Engineering Div.
of Mitsubishi Corporation

June 2022:

Director of the Company

April 2023:

Executive Vice President, Group CEO,
Industrial Infrastructure Group of
Mitsubishi Corporation

April 2024:

Director, President & CEO and CSO of
the Company(current position)

2

Class andnumber ofshares of theCompany held

Commonshares:0<Reason for nomination>
Mr. Koji Ota possesses a wealth of expertise and management experience in awide range of businesses that include the environment, infrastructure, and newenergy. He served as the General Manager of the Environment Energy Business
Unit, Environment & Infrastructure Business Division of Mitsubishi Corporation and
Director, Executive Vice President of Lithium Energy Japan. The Company has
determined that by leveraging this abundant knowledge and experience incorporate management and in the fields in which the Company operates, he is asuitable person to contribute to the Company's evolution and the enhancement of
the value of the enterprise; therefore, the Company renominated him as a
candidate for director.

9

No.

Name
(date of birth)

Brief career history, positions, responsibilities, andsignificant concurrent positions

Class andnumber ofshares of theCompany held

April 1984: Joined the Company
April 2016: Vice President and Deputy Division
Director, Gas & LNG Project Operations
No.1 of the Company
January
2019:
Hiroyuki
Shimizu(January 15,
1960)

*3

Vice President and Division Director,
Energy Project Operations Division of
the Company

Commonshares:(Numberof
July
Senior Vice President, Energy BusinesssharestobeOperations
andDivision
Director,
2019:
issued based
Technology & Engineering Division of
on stock
the Company
compensation)
April 2021: Executive Vice President, Energy
77,217
Business Operations and Division(37,106)
Director, Technology & Engineering
Division of the Company
April 2024: Senior Executive Vice President andDivision Director, Technology &Engineering Division of the Company(current position)<Reason for nomination>
Mr. Hiroyuki Shimizu served as the Division Director of Technology & Engineering
Division and was appointed Senior Vice President of the Company in July 2019and Executive Vice President of the Company in April 2021, where he has overseen
various overseas projects as the person responsible for project execution. The
Company has determined that by leveraging his expertise and global experience
as a director, he is qualified to contribute to the growth of the Company andimprovement of its corporate value; therefore, the Company renominated him as a
candidate for director.

10

No.

Name
(date of birth)

Brief career history, positions, responsibilities, andsignificant concurrent positions
April 1991:

Joined The Bank of Tokyo, Ltd. (nowMUFG Bank, Ltd.)

August 2016:

President of Bank of TokyoMitsubishi UFJ (Turkey) A.Ş. (Now
MUFG Bank Turkey A.Ş.)April 2018:

President of MUFG Bank Turkey
A.Ş.

April 2019:

Managing Director, Head ofCorporate Banking Division No. 1,
Corporate Banking Group No. 1 of
MUFG Bank, Ltd.

April 2020:
Atsushi Deguchi(March 30,
1968)
June 2020:

4

Managing Director,
Corporate Planning Department of
MUFG Bank, Ltd.
Executive Officer,
Corporate Planning Department of
MUFG Bank, Ltd.

February
2021:

Executive Officer
Regional Executive for India and Sri
Lanka of MUFG Bank, Ltd.

April 2023:

Executive Vice President & CFO of
the Company

June 2023:

Representative Director, Executive
Vice President & CFO, CCO andDivision Director, Finance &Accounting Division of the Company(current position)

Class andnumber ofshares of theCompany held

Commonshares:(Number ofshares to beissued basedon stockcompensation)
14,127(11,674)<Reason for nomination>
At MUFG Bank, Ltd., Mr. Atsushi Deguchi served as Managing Director, Head ofCorporate Banking Division No. 1, Corporate Banking Group No. 1; Executive
Officer, Corporate Planning Department; and Regional Executive for India and Sri
Lanka. The Company has determined that by taking advantage of this wide-ranging
expertise and global experience in finance, sales, and corporate planning as adirector, he is qualified to contribute to the Company's evolution and theenhancement of the value of the enterprise; therefore, he has been nominated as a
candidate for director.

11

No.

Name
(date of birth)

Brief career history, positions, responsibilities, andsignificant concurrent positions
April 1988:

Joined Mitsubishi Corporation(Heavy Machinery Dept.)

April 2012:

Executive Vice President andGeneral Manager of Rio de Janeiro
Branch, Mitsubishi Corporation do
Brasil S.A.

April 2016:

General Manager, Plant Projects
Dept. of Mitsubishi Corporation

April 2018:

General Manager, Infrastructure &Industrial Projects Dept. of
Mitsubishi Corporation

July 2019:

General Manager, Chiyoda
Turnaround & Growth Management
Office, Plant Engineering Dev. of
Mitsubishi Corporation

Naoki
April 2020:
Kobayashi(April 27, 1965)
April 2021:

5Class andnumber ofshares of theCompany held

Commonshares(Number ofshares to be
Assistant to Division Director,
Strategy & Risk Integration Division issued basedon stockof the Company
compensation)
Vice President, Strategy & Risk
24,647
Integration Division and Assistant to(22,238)
Division Director, Technology andEngineering Division of theCompany

April 2023:

Vice President and Division Director,
Strategy & Risk Integration Divisionof the Company

June 2023:

Director, Vice President and Division
Director, Strategy & Risk Integration
Division of the Company

April 2024:

Director, Executive Vice President
and Division Director, Strategy &Risk Integration Division of theCompany (current position)<Reason for nomination>
Naoki Kobayashi served as General Manager of the Plant Projects Dept. and as
the General Manager of the Infrastructure & Industrial Projects Dept. at Mitsubishi
Corporation and, therefore, has extensive knowledge of overseas plantengineering, procurement and construction (EPC), and in the infrastructure projectbusiness. Additionally, he served as General Manager of the Chiyoda Turnaround& Growth Management Office at Mitsubishi Corporation and the Strategy & Risk
Integration Division and Assistant to Division Director at Chiyoda Corporation, so
he is also very knowledgeable about the Company's business activities. The
Company has determined that by taking advantage of this expertise andexperience, he is qualified to contribute to the Company's evolution and theenhancement of the value of the enterprise; therefore, he has been nominated asa candidate for director.

12

No.

*6

Name
(date of birth)

Brief career history, positions, responsibilities, andsignificant concurrent positions
April 1986:

Joined Mitsubishi Corporation (General
Machinery Dept.)

December
1997:

Vice President, MC Realty, Inc.

May 2008:

President & Representative Director,
Diamond Realty Management Inc.

October
2009:

President & Chief Executive Officer,
Mitsubishi Corp.-UBS Realty Inc.

July 2013:

General Manager, Strategic Planning
Office, Real Estate Development &Construction Division of Mitsubishi
Corporation

April 2017:
TakuyaKuga(December 5, April 2019:1963)

Senior Vice President, Division COO,
Real Estate Business Division of
Mitsubishi Corporation

November
2019:

Senior Vice President, General
Manager, Urban Development GroupCEO Office, Mitsubishi Corporation

April 2022:

Executive Vice President, Group CEO,Urban Development Group of
Mitsubishi Corporation

June 2022:

Outside Director, Mitsubishi HC Capital
Inc. (current position)

April 2024:

Executive Vice President, Group CEO,Urban Development & InfrastructureGroup of Mitsubishi Corporation(current position)

Senior Vice President, Division COO,
Urban Infrastructure Division of
Mitsubishi Corporation

Class andnumber ofshares of theCompany held

Commonshares:0<Reason for nomination>
Mr. Takuya Kuga has extensive experience working overseas as a result of having
served as the Vice President of MC Realty, Inc., and he possesses extensive
knowledge and experience with respect to corporate management as a result of
having served as President & Chief Executive Officer of Mitsubishi Corp.-UBS
Realty Inc. as well as performing in other such capacities. He is currently Executive
Vice President and Group CEO of the Urban Development & Infrastructure Groupof Mitsubishi Corporation and has been nominated as a candidate for director of
the Company due to our belief that he can contribute to the development of theCompany and help us increase our corporate value by drawing on his knowledge
and experience.

13

No.

Name
(date of birth)

Brief career history, positions, responsibilities, andsignificant concurrent positions

Class andnumber ofshares of theCompany held

April 1979: Joined Tokyo Shibaura Electric Co., Ltd(currently Toshiba Corporation)
April 2007: General Manager, Technology
Management Div., Toshiba Corporation
Power Systems Company
January
General Manager, Fuchu Complex,
Ryo Matsukawa
Toshiba Corporation
2011:(February 23,
June 2013: Executive Quality Leader, Toshiba
1955)
Corporation Power Systems Company

Commonshares:
10,000June 2014: Representative Director, President andChief Executive Officer, Toshiba Plant
Systems & Services Corporation
7

June 2021

Outside Director of the Company(current position)<Reason for appointment and outline of expected roles>
Mr. Ryo Matsukawa possesses a wealth of expertise and management experiencein the plant engineering industry. He has held various positions at Toshiba
Corporation, including serving as the General Manager of the Technology
Management Div. of the Power Systems Company and as General Manager of the
Fuchu Complex. He has also served as executive quality leader at Toshiba
Corporation Power Systems Company and as the representative director,
president, and chief executive officer of Toshiba Plant Systems & Services
Corporation. The Company expects that as an outside director, Mr. Matsukawa willdraw upon this expertise and experience to contribute to the oversight ofmanagement from an objective and expert perspective; therefore, he has been
renominated as a candidate for outside director.

14

No.

Name
(date of birth)

Yutaka Kunigo(November 17,
1954)

Brief career history, positions, responsibilities, andsignificant concurrent positions
April 1977:

Joined Tokyo Gas Co., Ltd.

April 2010:

Managing Executive Officer, Chief
Executive of Resources Business
Division of Tokyo Gas Co., Ltd.

June 2013:

Director, Managing Executive Officer,
Chief Executive of Energy Production
Division of Tokyo Gas Co., Ltd.

April 2014:

Representative Director, Vice
President, Executive Officer, Chief
Executive of Energy Solution Divisionof Tokyo Gas Co., Ltd.

April 2015:

Representative Director, Vice
President, Executive Officer
responsible for Power Business
Planning Department, Business
Renovation Project Department, andSales Innovation Project Departmentof Tokyo Gas Co., Ltd.

April 2016:

Representative Director, Vice
President, Executive Officer
responsible for Power BusinessControl Department, Chief Executiveof Energy Production Division
responsible for Power Business
Planning Department of Tokyo Gas
Co., Ltd.

April 2017:

Director and Chairman, Tokyo Gas
Engineering Solutions Corporation

June 2020:

Outside Director, Nippon Paper
Industries Co., Ltd. (current position)

March 2022:

Outside Director, Ise Chemicals
Corporation (current position)

June 2022:

Outside Director of the Company(current position)

8

Class andnumber ofshares of theCompany held

Commonshares:
10,000<Reason for appointment and outline of expected roles>
Mr. Yutaka Kunigo served as the chief executive of the Energy Solution Division
and Power Business Control Department as Representative Director, Vice
President, and Executive Officer of Tokyo Gas Co., Ltd. He also served as Director
and Chairman of Tokyo Gas Engineering Solutions Corporation and has abundant
knowledge and experience in the energy industries and corporate management.
The Company expects that as an outside director, Mr. Kunigo will draw upon thisexpertise and experience to contribute to the oversight of management from an
objective and expert perspective; therefore, he has been renominated as a
candidate for outside director.

15

No.

Name
(date of birth)

Shoko Kuroki(May 26, 1963)*9

Brief career history, positions, responsibilities, andsignificant concurrent positions
April 1987:

Joined Mitsubishi Trust and Banking
Corporation (currently Mitsubishi UFJ
Trust and Banking Corporation)

February
2017:

Director, Corporate Officer, General
Manager of General Affairs andAccounting Headquarters (CFO・CHRO) of Jastec Co., Ltd.

April 2019:

Assistant to Chief Administrative
Officer CAO, Fuji Oil Holdings Inc.

June 2019:

Outside Director, IX Knowledge inc.
(current position)

June 2021:

Outside Director, C'bon Cosmetics
Co., Ltd. (Scheduled to retire at theGeneral Meeting of Shareholders inJune 2024)

April 2022:

Professor, Faculty of Economics,
Teikyo University (current position)

June 2023:

Outside Director, Osaki Electric Co.,
Ltd. (current position)

Class andnumber ofshares of theCompany held

Commonshares:0

January 2024: Outside Director, Park24 Co., Ltd.
(current position)<Reason for appointment and outline of expected roles>
Ms. Shoko Kuroki served as Assistant to Chief Administrative Officer CAO of Fuji
Oil Holdings Inc. and Director, Corporate officer, and General Manager of General
Affairs and Accounting Headquarters (CFO/CHRO) of Jastec Co., Ltd. She has
been nominated as a candidate for outside director of the Company due to our
expectation that she can contribute to the oversight of the management of theCompany from an objective and professional standpoint as an outside director by
drawing on her extensive knowledge and experience in the areas of ESG,
accounting, and finance.

16

(Notes)
1. Asterisks (*) indicate new nominees for the position of director who are not Audit andSupervisory Committee Members.
2. Shoko Kuroki’s name as it appears on her family register is Shoko Chida.
3. The number of Company shares held by each candidate includes their interest in the
Company's directors’ stock ownership association (rounded down to the nearest
share). The number of shares to be delivered under the Stock Compensation Planis equivalent to the number of vested points under that plan.
4. No conflicts of interest exist between the Company and the above candidates. The
Company will carefully handle instances of conflicts in individual transactions shouldsuch conflicts occur in the future.
5. Mr. Ryo Matsukawa, Mr. Yutaka Kunigo, and Ms. Shoko Kuroki are candidates foroutside directors.
6. Mr. Ryo Matsukawa and Mr. Yutaka Kunigo currently serve as Outside Directors of
the Company, and their terms of office as Outside Directors will be three years andtwo years, respectively, at the closing of this Ordinary General Meeting of
Shareholders (including the following meeting).
7. The company has registered Mr. Ryo Matsukawa and Mr. Yutaka Kunigo as
independent officers based on the provisions stipulated by the Tokyo Stock
Exchange, Inc., and the Independence Standards for Outside Directors set forth by
the Company (refer to pages 24 and 25). The company intends to continue theirdesignations as independent officers in the event that reelection is approved. There
are no business relationships between the Company and Nippon Paper Industries
Co., Ltd., and Ise Chemicals Corporation, where Mr. Yutaka Kunigo serves as an
Outside Director.
8. If Shoko Kuroki’s election is approved, the Company plans to register her with theTokyo Stock Exchange as an independent officer in accordance with the Tokyo Stock
Exchange’s regulations and our criteria for determining the independence of Outside
Directors (refer to pages 24 and 25). The Company maintains no relationships,
transactional or otherwise, with IX Knowledge, Inc., C'bon Cosmetics Co., Ltd.,
Osaki Electric Co., Ltd., or Park24 Co., Ltd., for which Ms. Shoko Kuroki serves as
an outside director, or Teikyo University, for which Ms. Shoko Kuroki serves as aprofessor.
9. Pursuant to Article 427, Paragraph 1, of the Companies Act, the Company hasentered into contracts with Mr. Ryo Matsukawa and Mr. Yutaka Kunigo to limit theliability for damages as provided in Article 423, Paragraph 1, of the same Act. The
maximum liability amount under these contracts is the minimum liability amountstipulated in Article 425, Paragraph 1, of the same Act, and in the event that theirreelection is approved, the Company intends to continue these contracts with them.
10. If the elections of both Mr. Takuya Kuga and Ms. Shoko Kuroki are approved andthey are both appointed as non-executive directors, the Company plans, pursuant
to Article 427, Paragraph 1 of the Companies Act, to conclude an agreement limiting
their liability for damages as provided for in Article 423, Paragraph 1, of the same
Act to the minimum liability amount as stipulated in Article 425, Paragraph 1, of thesame Act.
11. The Company has concluded a liability insurance policy for directors and officers
with an insurance company as stipulated in Article 430-3, Paragraph 1, of theCompanies Act. The insurance policy covers any loss or damage incurred by the
insured, including the Company's Directors, in the event that they are held liable fordamages arising out of their duties (except for those duties that fall under the
exemptions prescribed in the insurance policy). The entire amount of the premiums
for this insurance shall be borne by the Company. In the event that the candidates
are elected directors and assume office, they will be insured under the insurance
policy. Furthermore, the insurance policy is expected to be renewed with the sameprovisions at the next renewal.
12.C EO: Chief Executive Officer
C I O: Chief Information Officer

17

CWO: Chief Wellness Officer
C SO: Chief Sustainability Officer
C FO: Chief Financial Officer
C C O: Chief Compliance Officer
CHRO: Chief Human Resource Officer
C AO: Chief Administrative Officer

18

Proposal 2: Appointment of Two Directors who are Audit and Supervisory

Committee Members
The terms as directors of Ms. Mika Narahashi and Mr. Hisashi Ito who are Audit and Supervisory
Committee Members will expire at the close of this General Meeting of Shareholders (including
the following meeting). Therefore, the Company proposes to elect two new directors who are
Audit and Supervisory Committee Members. The appointment of two directors as Audit andSupervisory Committee Members as provided for in this proposal shall take effect as of theconclusion of this General Meeting of Shareholders (including the Following Meeting).
The Audit and Supervisory Committee has agreed to the submission of this proposal.
The candidates for director who are Audit and Supervisory Committee Members are as follows:

19

No.

Name
(date of birth)

Brief career history, positions, responsibilities, andsignificant concurrent positions
April 1983:

Joined The Mitsubishi Trust andBanking Corporation

August2005:

General Manager, Money Market
Activities Division, Mitsubishi Trust andBanking Corporation

May 2010:

General Manager. London Branch,
Mitsubishi UFJ Trust and Banking
Corporation

June 2010:

Executive Officer, General Manager.
London Branch, Mitsubishi UFJ Trustand Banking Corporation

June 2012:Managing Executive Officer, Mitsubishi
UFJ Trust and Banking Corporation

June 2013:

Managing Director, Mitsubishi UFJ
Trust and Banking Corporation

Hisashi Ito
June 2015(April 8, 1959)

Senior Managing Director(Representative Director) and CIO,
Mitsubishi UFJ Trust and Banking
Corporation

June 2016:

Representative Director, Senior
Managing Executive Officer and CIO,
Mitsubishi UFJ Trust and Banking
Corporation

June 2017:

Representative Director, President,
The Master Trust Bank of Japan, Ltd.

April 2019:

Representative Director and Chairman,
Mitsubishi UFJ Trust Systems Co., Ltd.

June 2020:

Outside Director of the Company (Audit
and Supervisory Committee Member)(current position)

June 2023:

Advisor, Mitsubishi UFJ Trust Systems
Co., Ltd. (current position)

1

Class andnumber ofshares of
the Company
heldCommonshares:0<Reason for appointment and outline of expected roles>
After serving as the General Manager of the London Branch and as
Representative Director, and Senior Managing Executive Officer of Mitsubishi UFJ Trustand Banking Corporation, Mr. Hisashi Ito served as the Representative Director andPresident of The Master Trust Bank of Japan, Ltd., and Representative Director andChairman of Mitsubishi UFJ Trust Systems Co., Ltd., and he has considerable expertisefrom his extensive overseas experience and corporate management experience infinance and accounting. Accordingly, expecting that he will contribute to the audit andsupervision of our management team from objective and multiple perspectives, theCompany has decided to renominate him as a candidate for outside director who is an
Audit and Supervisory Committee Member.

20

No.

Name
(date of birth)

Brief career history, positions, responsibilities, andsignificant concurrent positions
April 1990:

Registered as a lawyer (Daini Tokyo
Bar Association)
Joined Anderson Mori & Rabinowitz(currently Anderson Mori & Tomotsune)

September
1995:

Admitted to practice of law in the State
of New York, United States of America

June 1997:

Joined Hirakawa, Sato & Kobayashi(currently City-Yuwa Partners)

December
2010:

Joined Minato International Law Office(current position)

June 2016:
Yumiko Matsuo(January 13,
1965)
DecemberOutside Director (Audit & Supervisory
Committee Member), SDS Biotech
K.K.

2018:
*2

Outside Director, Triumfield Holdings
Co., Ltd. (current position)

June 2020:

Outside Director (Audit & Supervisory
Committee Member), Kawasumi
Laboratories, Inc.
(currently SB-Kawasumi Laboratories,
Inc.)

November
2020:

Outside Director (Audit & Supervisory
Committee Member), Transaction Co.,
Ltd. (current position)

August2022:

Outside Director, Sigmakoki Co., Ltd.
(current position)

Class andnumber ofshares of theCompany
heldCommonshares:0<Reason for appointment and outline of expected roles>
Although Ms. Yumiko Matsuo has not been directly involved in corporate
management other than by way of her duty as an outside officer, she has
knowledge and experience as a lawyer. Expecting that she will contribute to thestrengthening of our legal and compliance resources and governance managementby auditing and supervising our management team from objective perspectives withher high level of expertise, the Company has decided to nominate her as a
candidate for Outside Director who is an Audit and Supervisory Committee
Member.

21

(Notes)
1. An asterisk (*) indicates a new nominee for the position of director who is an Audit
and Supervisory Committee Member.
2. Yumiko Matsuo’s name as it appears on her family register is Yumiko Yoshimura.
3. No conflicts of interest exist between the Company and the above candidates. The
Company will carefully handle instances of conflicts in individual transactions shouldsuch conflicts occur in the future.
4. Mr. Hisashi Ito and Ms. Yumiko Matsuo are candidates for Outside Directors who
are Audit and Supervisory Committee Members.
5. The company has registered Mr. Hisashi Ito as independent officer based on theprovisions stipulated by the Tokyo Stock Exchange, Inc., and the IndependenceStandards for Outside Director set forth by the Company (refer to pages 24 and 25).
The company intends to continue his designation as an independent officer in theevent that reelection is approved. There is no business relationship between the
Company and Mitsubishi UFJ Trust Systems Co., Ltd., where he serves as anadvisor.
6. If Yumiko Matsuo’s election is approved, the Company plans to register her with theTokyo Stock Exchange as an independent officer in accordance with the Tokyo Stock
Exchange’s regulations and our criteria for determining the independence of Outside
Directors (refer to pages 24 and 25). The Company maintains no relationships,
transactional or otherwise, with the Minato International Law Office for which Ms.
Yumiko Matsuo serves as a lawyer or Triumfield Holdings Co., Ltd., Transaction Co.,
Ltd., or Sigma Koki Co., Ltd., for which Ms. Yumiko Matsuo serves as an outside
director.
7. Mr. Hisashi Ito currently serves as an outside director of the Company, and the termof office of Mr. Hisashi Ito as an outside director will be four years at the closing of
this Ordinary General Meeting of Shareholders (including the following meeting).
8. Pursuant to Article 427, Paragraph 1, of the Companies Act, the Company hasentered into contracts with Mr. Hisashi Ito to limit the liability for damages asprovided in Article 423, Paragraph 1, of the same Act. The maximum liability amountunder these contracts is the minimum liability amount stipulated in Article 425,
Paragraph 1, of the same Act, and in the event that his reelection is approved, theCompany intends to continue these contracts with him.
9. If the election of Ms. Yumiko Matsuo is approved, the Company plans, pursuant to
Article 427, Paragraph 1 of the Companies Act, to conclude an agreement limiting
her liability for damages as provided for in Article 423, Paragraph 1, of the same Act
to the minimum liability amount as stipulated in Article 425, Paragraph 1, of the sameAct.
10. The Company has concluded a liability insurance policy for directors and officers
with an insurance company as stipulated in Article 430-3, Paragraph 1, of theCompanies Act. The insurance policy covers any loss or damage incurred by the
insured, including the Company's directors, in the event that they are held liable fordamages arising out of their duties (except for those that fall under the exemptionsprescribed in the insurance policy). The entire amount of the premiums for thisinsurance shall be borne by the Company. In the event that the candidates areelected as directors and assume office, they will be insured under the insurance
policy.
Furthermore, the insurance policy is expected to be renewed with the sameprovisions at the next renewal.
11.CIO: Chief Information Officer

22

Proposal 3: Appointment of One Director who is a Substitute Audit and Supervisory

Committee Member
The Company proposes to elect one Director who is a substitute Audit and Supervisory
Committee Members just in case the number of Audit and Supervisory Committee Members
falls below the number mandated by the applicable laws and regulations.
The Audit and Supervisory Committee has agreed to the submission of this proposal.
The table below lists the nominee for this position.

Name(date of birth)

Jun Takeuchi(October 13,
1961)

Brief career history, positions, responsibilities, and significant
concurrent positions

April 1989:

Registered as a lawyer (Daini Tokyo Bar
Association).
Joined Ishii Law Office

April 1999:

Partner, Ishii Law Office (current position)

June 2009:

Auditor, Honda Tsushin Kogyo Co., Ltd.

Class andnumber ofshares oftheCompany
heldCommonshares:0<Reason for appointment and outline of expected roles>
Although Mr. Jun Takeuchi has not been directly involved in corporate management, we
determined that he can properly fulfill the duty as an outside auditor who is an Audit andSupervisory Committee Member by leveraging his expert knowledge and experience
regarding corporate law as a lawyer and renominate him as a candidate for Outside Director
who is a substitute Audit and Supervisory Committee Member.
(Notes) 1. No conflicts of interest exist between the Company and the above candidate.
2. Mr. Jun Takeuchi is a candidate for outside director who is a substitute Audit andSupervisory Committee Member.
3. Mr. Jun Takeuchi satisfies the Independence Standards for Outside Directors set
forth by the Company (refer to pages 24 and 25). There is no business relationshipbetween the Company and Ishii Law Office where Mr. Jun Takeuchi serves as apartner.
4. In the event that Mr. Jun Takeuchi is elected and becomes an Outside Director who
is an Audit and Supervisory Committee Member, the Company intends to conclude
a contract with him in accordance with Article 427, Paragraph 1, of the Companies
Act that would limit the liability for damages stipulated in Article 423, Paragraph 1, of
the Act to the minimum liability amount stipulated in Article 425, Paragraph 1, of theAct.
5. The Company has concluded a liability insurance policy for directors and officers
with an insurance company as stipulated in Article 430-3, Paragraph 1, of theCompanies Act. The insurance policy covers any loss or damage incurred by the
insured, including the Company's Directors, in the event that they are held liable fordamages arising out of their duties (except for those that fall under the exemptionsprescribed in the insurance policy). In the event that Mr. Jun Takeuchi becomes an
Outside Director who is an Audit and Supervisory Committee Member, he will be
insured under the insurance policy.

23

[Reference] Independence Standards
To achieve appropriate decision making and management oversight by the Board of
Directors from a variety of perspectives, the Company appoints Outside Directors fromamong highly insightful persons who possess objective and professional perspectives(persons who fulfill the requirements set forth in Article 2, Item 15 of the Companies Act).
The Company bases the independence of Outside Directors on the factors determining
independence set forth by Tokyo Stock Exchange, Inc. and deems an Outside Director to be
independent if none of the following items are applicable.
1. Major Client or Supplier(1) A party for whom the Company is a major client or supplier (Note 1) or an executive
thereof(2) A party that is the Company’s major client or supplier (Note 2) or an executive thereof
2. Experts
Consultants, accountants, lawyers, and persons affiliated with such organizations who
receive annual compensation of 10 million yen or more in cash or other assets from theCompany, other than compensation for directors and audit and supervisory board
members
3. Major Shareholders
Major shareholders of the Company (a party holding 10% or more direct or indirect voting
rights) or an executive thereof
4. Donation Recipients
Recipients to whom the Company donates in excess of an annual 10 million yen or an
executive thereof
5. Historical Requirements
A party to whom any of 1 to 4 above applies in the past 10 years
6. Close Relatives
Spouse or relative within second degree of kinship of the following persons:(1) A party to whom any of 1 to 5 above applies(2) A director, executive officer, or other core employee of the Company or its subsidiary(Note 3)
7. Any party other than the above in special circumstances that do not allow said party tofulfill duties as an independent Director, including the existence of conflict of interest with
the Company
The Company’s Board of Directors will make efforts to nominate as candidates for the
position of independent director those persons who can be expected to contribute to frank,
lively, and constructive deliberations at meetings of the Board of Directors in accordance withthese standards.

24

(Notes) 1. "A party for whom the Company is a major client or supplier" refers to a party who
received payment equivalent to 2% of the said party's annual consolidated net
sales or payment of 100 million yen or more, whichever is the higher of the two,in the most recent fiscal year.
2. "A party that is the Company's major client or supplier" refers to a party whosetransactions with the Company were equivalent to 2% or more of the Company's
annual consolidated net sales in the most recent fiscal year, or a party who
provided loans to the Company equivalent to 2% or more of the Company's
consolidated total assets in the most recent fiscal year.
3. “Core employee” refers to a division director or superior position.

25