Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 1821)
June 8, 2016
To Shareholders with Voting Rights:
Hideo Arai
Representative Director,
President
Sumitomo Mitsui Construction Co., Ltd.
2-1-6, Tsukuda, Chuo-ku, Tokyo, JapanNOTICE OF
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 13th Annual General Meeting of Shareholders of Sumitomo Mitsui
Construction Co., Ltd. (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing by submitting the
Voting Rights Exercise Form, or via the Internet. Please review the attached Reference Documents for the
General Meeting of Shareholders and exercise your voting rights by 5:45 p.m. on Tuesday, June 28, 2016,
Japan time.
1. Date and Time:

Wednesday, June 29, 2016 at 10:00 a.m. Japan time

2. Place:

Corporate Headquarters (Conference room on the 2nd floor) located at
2-1-6, Tsukuda, Chuo-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, the Consolidated Financial Statements for theCompany’s 13th Fiscal Year (April 1, 2015 - March 31, 2016) and results ofaudits by the Accounting Auditor and the Audit & Supervisory Board of theConsolidated Financial Statements
2. The Non-consolidated Financial Statements for the Company’s 13th Fiscal
Year (April 1, 2015 - March 31, 2016)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of 9 Directors
Proposal 2:
Election of 2 Audit & Supervisory Board Members
Proposal 3:-1-

4. Instructions on Exercising Voting Rights(1) When Exercising Voting Rights in Writing
Please indicate whether you approve or disapprove the proposal on the enclosed Voting Rights Exercise
Form, and return by mail so that it will arrive by 5:45 p.m. on Tuesday, June 28, 2016, Japan time.
(2) When Exercising Voting Rights via the Internet, etc.
When exercising voting rights via the Internet, etc., please review the “Instructions for Exercise of Voting
Rights via the Internet, etc.” on page 11-12 and exercise your voting rights by 5:45 p.m. on Tuesday, June 28,
2016, Japan time.
(3) When Exercising Voting Rights Multiple Times
Only the last vote arriving at the Company shall be accepted as the valid vote. In the event that a voting
right is exercised both in writing and via the Internet, etc. on a same day, the vote cast through the Internet, etc.
shall be accepted as the valid vote.

○

For those attending, please hand in the enclosed Voting Rights Exercise Form at the reception desk onarrival at the Meeting.
○ As the following documents are posted on the Company’s website pursuant to provisions of laws andregulations as well as Article 13-2 of the Articles of Incorporation, they are not presented in the
Appendix of this Notice of the Annual General Meeting of Shareholders.
(1) The Notes to the Consolidated Financial Statements(2) The Notes to the Non-consolidated Financial Statements
Therefore, the Appendix of this Notice of the Annual General Meeting of Shareholders were part of
the Consolidated Financial Statements and the Non-consolidated Financial Statements audited by the
Audit & Supervisory Board Members and Accounting Auditor when they prepared the audit report.
○ Should the Reference Documents for the General Meeting of Shareholders and the Appendix (theBusiness Report, the Consolidated Financial Statements, the Non-consolidated Financial Statements)
require revisions, the revised versions will be posted on the Company’s website.
○ The Company’s website: http://www.smcon.co.jp-2-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:
Appropriation of Surplus
Concerning the appropriation of surplus, the Company proposes the following.
 Matters concerning year-end dividends
The Company, fundamentally seeks to strengthen its corporate structure and enrich its internal
reserves in preparation for future business expansion while maintaining a stable dividend policy, anddetermines dividend distribution in comprehensive consideration of trends in business results and thefuture management environment.
Based on the above policy, upon consideration of the financial contents, business results, and future
management initiatives, etc., for the 13th fiscal year, for year-end dividends for the 13th fiscal year, theCompany proposes the following.
(1) Dividend asset typeCash(2) Matters concerning distribution of dividends to shareholders and the total amount2 yen per Ordinary Share of the Company, an increase of 1 yen compared to the previous fiscal year,
for a total of 1,625,730,178 yen(3) Date on which the dividend of surplus becomes effective
June 30, 2016

-3-

Proposal 2:

Election of 9 Directors

The terms of office of all Directors (9 persons) will expire at the conclusion of this Annual General
Meeting of Shareholders. Accordingly, the election of 9 Directors is proposed. Additionally, with the intent
of securing transparency in management and further enriching the corporate governance structure, theCompany proposes to increase the number of External Directors by 1 person, for a total of 2 persons.
The candidates are as follows.
Furthermore, concerning the number of and candidates for Director, from the viewpoint that theCompany is a comprehensive construction company mainly in the civil engineering business and building
construction business, the Company sets it as basic policy to form a well-balanced Board comprising persons
with adequate knowledge regarding both businesses, as well as persons well-versed in governance, fundprocurement, and corporate management. The candidates are determined at the Board of Directors upon
consideration of the results of deliberations at the Nomination and Compensation Advisory Committee,
which serves as advisory bodies to the Board of Directors.
No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1969
June 1999

Yoshiyuki Norihisa(December 9, 1946)[Reappointment]

12June 2000
June 2001
January 2003
April 2003

Joined Sumitomo Construction Co., Ltd.
General Manager, PC Marketing Administration Department, Civil
Engineering Division
Director
Executive Officer
Managing Executive Officer
Executive Managing Director and Managing Executive Officer
Deputy Division Director of Civil Engineering Business Division
General Manager, PC Marketing Administration Department of theCompany
Senior Executive Managing Director and Senior Managing
Executive Officer
Director, Executive Officer and Vice President
Representative Director
Representative Director, President
Representative Director, Chairman (to present)

Number ofshares of theCompany held

27,380Attendance at Board of
Directors Meetings
June 2005
during fiscal 2015:14 out of 14 times
April 2007
(100%)
April 2008
April 2010
April 2015
Reasons for selection as a candidate for Director
Since joining the Company, Mr. Yoshiyuki Norihisa has accumulated a wealth of experience from serving important posts in thecivil engineering section, and during his term of office as President, he achieved the expected goals and realized the resumption ofdividend payments. Subsequent to assuming office as Chairman, he has worked with successor President Arai to strengthen
corporate governance and further enrich the management structure. Based on the fact that he has been adequately fulfilling his
responsibilities, the Company has judged it appropriate to renominate him as a candidate for Director.
Joined Sumitomo Construction Co., Ltd.
April 1977
General Manager, Technical Consulting Department, Civil
July 2001
Engineering Administration Department, Civil Engineering
Hideo Arai
Division(January 11, 1955)
General Manager, Civil Engineering Technical Consulting
April 2003
Department, Civil Engineering Administration Department, Civil[Reappointment]
Engineering Business Division
General Manager, Renewal Project Office, Project Office, Civil
16,721
Attendance at Board ofEngineering Business Division of the Company
Executive Officer
Directors Meetings
April 2010
General Manager, Tokyo Civil Engineering Branchduring fiscal 2015:
Managing Executive Officer
April 201114 out of 14 times
Director
June 2012(100%)
Senior Managing Executive Officer
April 2013
Representative Director (to present), President (to present)
April 2015
Reasons for selection as a candidate for Director
Since joining the Company, Mr. Hideo Arai has accumulated a wealth of experience from serving important posts in the civilengineering section, and is currently working with Chairman Norihisa to strengthen corporate governance and further enrich the
management structure. Based on the fact that he has been adequately fulfilling his responsibilities as top manager, the Company
has judged it appropriate to renominate him as a candidate for Director.

-4-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1975
May 2004

Yoshio Nagamoto(May 10, 1952)[Reappointment]

3

4

5

November 2005
June 2007
September 2009

March 2010
Attendance at Board of
April 2010
Directors Meetings
during fiscal 2015:
June 201014 out of 14 times(100%)
April 2013
April 2014

Joined Sumitomo Bank
General Manager, Credit Department I, Corporate Banking Unit,
Sumitomo Mitsui Banking Corporation
Representative Director and President, SMFG Corporate Recovery
Servicer Co., Limited
Corporate Auditor (full-time), Daiwa Securities SMBC Co., Ltd.
Advisor, Planning Department, Investment Banking Unit,
Sumitomo Mitsui Banking Corporation
Corporate Advisor of the Company
Vice President and Executive Officer (to present)
Division Director, Audit Department (to present)
Representative Director (to present)
In charge of Audit Department, Public Relations Office andAdministration Division (to present)
In charge of Secretariat (to present)
In charge of Corporate Planning, Affiliated Business, Business
Innovation & Incubation Division and Global Division (to present)

Number ofshares of theCompany held

17,800Reasons for selection as a candidate for Director
Mr. Yoshio Nagamoto has accumulated a wealth of experience through his career at banks, and currently, he is adequately
fulfilling his responsibilities as the director in charge of the corporate administration section, global section, and business
innovation & incubation section of the Company. Therefore, the Company has judged it appropriate to renominate him as a
candidate for Director.
Joined Mitsui Construction Co., Ltd.
April 1974
General Manager, Building Construction Department, Eastern
April 2002
Kanto Branch
Kazuhiko Hirokawa April 2003
General Manager, Building Construction Department, Eastern(October 17, 1951)
Kanto Branch of the Company
General Manager, Eastern Kanto Branch
April 2008
[Reappointment]
Executive Officer
October 2010
Managing Executive Officer
April 201218,100Attendance at Board of April 2014
Senior Managing Executive Officer
Directors Meetings
Director
June 2014
during fiscal 2015:
Representative Director (to present),
April 2016
Vice President and Executive Officer (to present),
14 out of 14 times
In charge of Safety and Building Construction Division (to(100%)
present),
Division Director, Safety & Environment Management
Department (to present)
Reasons for selection as a candidate for Director
Since joining the Company, Mr. Kazuhiko Hirokawa has accumulated a wealth of experience from serving important posts in thebuilding construction section, and currently, he is adequately fulfilling his responsibilities as the director in charge of the building
construction section and safety section. Therefore, the Company has judged it appropriate to renominate him as a candidate for
Director.
Joined Sumitomo Construction Co., Ltd.
April 1979
Yoshitaka Mimori
General Manager, Building Construction Department, Building
January 2000
(March 12, 1956)
Construction Administration Department and Tokyo Branch
General Manager, Building Construction Department, Building
April 2003
[Reappointment]
Construction Administration Department, Tokyo Building
Construction Branch of the Company
15,600Attendance at Board of April 2011
Executive Officer
Directors Meetings
Managing Executive Officer
April 2013
during fiscal 2015:
Senior Managing Executive Officer (to present)
April 2015
11 out of 11 times
Director (to present)
June 2015(100%)
Division Director, Building Construction Division (to present)
April 2016
Reasons for selection as a candidate for Director
Since joining the Company, Mr. Yoshitaka Mimori has accumulated a wealth of experience from serving important posts in thebuilding construction section, and currently, he is adequately fulfilling his responsibilities as Division Director of Building
Construction Division. Therefore, the Company has judged it appropriate to renominate him as a candidate for Director.

-5-

No.

Name
(Date of birth)
Shoji Kimijima(July 29, 1955)

Past experience, positions, responsibilities
and significant concurrent positions
April 1979
June 1999
April 2003

[Reappointment]

6

7

Number ofshares of theCompany held

Joined Sumitomo Construction Co., Ltd.
General Manager, General Affairs Department, Administration
Division
General Manager, General Affairs Department, Global Business
Department of the Company
Executive Officer
Division Director, Secretariat (to present)
Managing Executive Officer
Division Director, Public Relations Office (to present)
Division Director, Administration Division (to present)
Director (to present)
Senior Managing Executive Officer (to present)

April 2011
11,818
Attendance at Board of April 2012
April 2013
Directors Meetings
during fiscal 2015:14 out of 14 times
June 2013(100%)
April 2016
Reasons for selection as a candidate for Director
Since joining the Company, Mr. Shoji Kimijima has accumulated a wealth of experience from serving important posts in thecorporate administration section, and currently, he is adequately fulfilling his responsibilities as Division Director of
Administration Division and Division Director of Secretariat and Public Relations Office. Therefore, the Company has judged it
appropriate to renominate him as a candidate for Director.
Joined Mitsui Construction Co., Ltd.
April 1977
Tomohiko Sato
General Manager, Alliance and Integration Strategy Office,February 2002
(March 31, 1954)
Corporate Planning Division
Assistant General Manager, Corporate Planning Department,
April 2003
[Reappointment]
Corporate Planning Division of the Company
Executive Officer
April 2012
13,000Attendance at Board of
Division Director, Corporate Planning Department and AffiliatedBusiness Department (to present)
Directors Meetings
Director (to present)
June 2013
during fiscal 2015:
Managing Executive Officer
April 201414 out of 14 times(100%)
Senior Managing Executive Officer (to present)
April 2016
Reasons for selection as a candidate for Director
Since joining the Company, Mr. Tomohiko Sato has accumulated a wealth of experience from serving important posts in thecorporate administration section, and currently, he is adequately fulfilling his responsibilities as Division Director of Corporate
Planning Department and Affiliated Business Department. Therefore, the Company has judged it appropriate to renominate him asa candidate for Director.

-6-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Joined Ministry of Labour
Director, Local Employment Measures Division, Employment
Security Bureau
Director, Women’s Welfare Section, Women’s Bureau
June 1994
Director, Women’s Policy Planning Division, Women’s Bureau
April 1996
Lieutenant Governor, Shizuoka Prefecture
July 1999
Deputy Director-General of the Secretariat, Central Labour
August 2001
Kumiko Kitai
Relations Commission(October 29, 1952)
Ministerial Councilor (in charge of Equal Employment, Children
August 2003
and Families), Ministry of Health, Labour and Welfare[Reappointment]
Director-General, Equal Employment, Children and Families
August 2005
Bureau[Candidate for External
Director-General of the Secretariat, Central Labour Relations
September 2006
Director]
Commission[Candidate for0
Senior Managing Director, Japan Industrial Safety and HealthIndependent Director] August 2007
Association
External Audit & Supervisory Board Member, TAKARA
June 2011
Attendance at Board of
HOLDINGS INC. (to present)
Directors Meetings
Commissioner, Tokyo Metropolitan Public Safety Commission (toOctober 2012
during fiscal 2015:
present)
External Director, KYOWA EXEO CORPORATION (to present)
13 out of 14 times
June 2014
External Director of the Company (to present)(92.9%)
June 2014
Established Kachidoki Law Office
July 2014[Significant concurrent positions]・ Attorney-at-law, Kachidoki Law Office・ External Director, KYOWA EXEO CORPORATION
・ External Audit & Supervisory Board Member, TAKARA HOLDINGS INC.
・ Commissioner, Tokyo Metropolitan Public Safety Commission
1. Reasons, etc. for selection as a candidate for External Director
1) Ms. Kumiko Kitai is an External Director as stipulated by Item 7 for Clause 3 of Article 2, of the Ordinance for
Enforcement of the Company Law.
2) Ms. Kumiko Kitai has been selected as a candidate for External Director as the Company wishes to have her continue toexercise her wide range of views and wealth of experience from her past experiences in the management of theCompany. Furthermore, during her term of office as External Director, she has been adequately fulfilling her
responsibilities as Director of the Company, and as stated in (4. Matters regarding Corporate Officers (4) Mattersregarding External Officers 2) Main Activities for the Fiscal Year Under Review c. Status of Response to Violations ofLaws and Regulations, etc.) of the Business Report for the 13th fiscal year (available in Japanese only), she isappropriately fulfilling her responsibilities during the fiscal year under review as well. Therefore, the Company has
judged that she will appropriately fulfill the responsibilities of External Director.
2. Independence of candidate for External Director
In view of the fact that no transactions exist between the law office that Ms. Kumiko Kitai operates and the Company, theCompany has judged that she does not have a possibility of conflicts of interest with general shareholders and possesses
adequate independence, and has thereby registered her as an Independent Director with Tokyo Stock Exchange, Inc., as
stipulated in Article 436-2 of the Securities Listing Regulations. If she is reelected as Director and appointed External
Director, the Company plans to continue her registration as an Independent Director.
3. Liability limitation agreements
An agreement to limit liability of Clause 1 of Article 423 of the Company Law has been concluded between Ms. Kumiko
Kitai and the Company, and the ceiling of the indemnity based on fore mentioned agreement shall be the minimum amountstipulated by laws and regulations. If she is reelected as Director and appointed External Director, the Company plans tocontinue with the above liability limitation agreement.
4. Number of years since the candidate for External Director assumed office as External Director of the Company
The term of office of Ms. Kumiko Kitai as External Director will be two (2) years at the close of this General Meeting.
April 1976
June 1992

8

Number ofshares of theCompany held

-7-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

April 1974
December 1999
Sakio Sasamoto April 2001
(December 24, 1950) April 2003

9

Number ofshares of theCompany held

Joined Nippon Kokan Corporation
General Manager, Real Estate Dept.
General Manager, Legal & General Administration Dept.
Executive Assistant, General Administration and Legal Division,
JFE Holdings, Inc.
April 2005
Vice President, General Manager, General Administration and Legal[New Candidate]
Division0[Candidate for External August 2005
Vice President, General Manager, General Administration Dept.
Director]
April 2008
Senior Vice President[Candidate forJune 2009
Representative Director, President and CEO, JFE LIFE
Independent Director]
CORPORATION
June 2012
Audit & Supervisory Board Member, JFE Holdings, Inc. (topresent; scheduled to retire in June 2016)
1. Reasons, etc. for selection as candidate for External Director
1) Mr. Sakio Sasamoto is an External Director as stipulated by Item 7 for Clause 3 of Article 2, of the Ordinance for
Enforcement of the Company Law.
2) Mr. Sakio Sasamoto has been selected as a candidate for External Director as the Company wishes to exercise his wide
range of experience regarding management in the management of the Company.
2. Independence of candidate for External Director
Mr. Sakio Sasamoto has served for many years at JFE Holdings Group, which has transactional relationships with theCompany, and the amount of transactions between the Group and said group is less than 1% of annual consolidated net salesof the Group and said group, on average over the most recent three years. The Company has judged that he does not have a
possibility of conflicts of interest with general shareholders and possesses adequate independence, and if he is elected as
Director and is appointed External Director, he is scheduled to become an Independent Director as stipulated in Article 436-2of the Securities Listing Regulations of Tokyo Stock Exchange, Inc.
3. Liability limitation agreements
To attract superior personnel to serve as External Directors of the Company, the Company defines in its Articles ofIncorporation that it can conclude agreements to limit liability with Directors (excluding Executive Directors, etc.) for
liability toward the Company. Based on the above, if Mr. Sakio Sasamoto is elected as Director and is appointed External
Director, the Company plans to conclude an agreement to limit liability of Clause 1 of Article 423 of the Company Law, andthe ceiling of the indemnity based on fore mentioned agreement shall be the minimum amount stipulated by laws andregulations.
(Note) There are no special interests between each candidate and the Company.

-8-

Proposal 3:

Election of 2 Audit & Supervisory Board Members

The term of office of Audit & Supervisory Board Member Mr. Yoshiyuki Kato and Mr. Aizou Murakami
will expire at the conclusion of this Annual General Meeting of Shareholders. Accordingly, the election of 2
Audit & Supervisory Board Members is proposed.
In addition, this proposal has been determined at the Board of Directors upon consideration of the resultsof deliberations at the Nomination and Compensation Advisory Committee.
The Audit & Supervisory Board Members has previously given its approval to this proposal.
The candidate is as follows:
No.

Name
(Date of birth)
April 1982
June 2006
February 2008
[Reappointment]
April 2009
[Candidate for External
Audit & Supervisory May 2010
November 2011
Board Member][Candidate for
Independent Auditor] April 2012
Yoshiyuki Kato
(August 4, 1959)

Attendance at Board ofJune 2012
Directors Meetings
during fiscal 2015:14 out of 14 times(100%)

1

Past experience, positions
and significant concurrent positions
Joined The Sumitomo Trust and Banking Company, Limited
General Manager, Kichijoji Branch
General Manager, Retail Business Development Department
General Manager, Business Development Department
Head Office Executive, Internal Audit Department
Senior Manager, Internal Audit Department, Sumitomo Mitsui
Trust Holdings, Inc.
Joint General Manager, Internal Audit Department, Sumitomo
Mitsui Trust Bank, Limited (to present)
Audit & Supervisory Board Member (full-time) of the Company(to present)

Number ofshares of theCompany held

9,700

Attendance at Audit &Supervisory Board
Meetings during fiscal
2015:
17 out of 17 times(100%)
1. Reasons, etc. for selection as candidate for External Audit & Supervisory Board Member
1) Mr. Yoshiyuki Kato is an External Audit & Supervisory Board Member as stipulated by Item 8 for Clause 3 of Article 2,of the Ordinance for Enforcement of the Company Law.
2) Mr. Yoshiyuki Kato has been selected as a candidate for External Audit & Supervisory Board Member as the Company
wishes to have him continue to exercise his internal auditing experience, etc., from his past experiences at a trust bank in
the Audit & Supervisory Board Member audits of the Company. Furthermore, during his term of office as External
Audit & Supervisory Board Member, he has been adequately fulfilling his responsibilities as Audit & Supervisory Board
Member of the Company, and as stated in (4. Matters regarding Corporate Officers (4) Matters regarding External
Officers 2) Main Activities for the Fiscal Year Under Review c. Status of Response to Violations of Laws andRegulations, etc.) of the Business Report for the 13th fiscal year (available in Japanese only), he has been appropriately
fulfilling his responsibilities during the fiscal year under review as well. Therefore, the Company has judged that he willappropriately fulfill the responsibilities of External Audit & Supervisory Board Member.
2. Independence of candidate for External Audit & Supervisory Board Member
Mr. Yoshiyuki Kato has served for many years at Sumitomo Trust and Banking Co., Ltd. (retired in June 2012), which is afinancial institution that has transactional relationships with the Company, and the amount of the Group’s borrowings fromsaid group is less than 2% of consolidated total assets of the Group, on average over the most recent three years. The
Company has judged that he does not have a possibility of conflicts of interest with general shareholders and possesses
adequate independence, and has thereby registered him as an Independent Auditor with Tokyo Stock Exchange, Inc., as
stipulated in Article 436-2 of the Securities Listing Regulations. If he is reelected as Audit & Supervisory Board Member andappointed External Audit & Supervisory Board Member, the Company plans to continue his registration as an Independent
Auditor.
3. Liability limitation agreements
An agreement to limit liability of Clause 1 of Article 423 of the Company Law has been concluded between Mr. Yoshiyuki
Kato and the Company, and the ceiling of the indemnity based on fore mentioned agreement shall be the minimum amountstipulated by laws and regulations. If he is reelected as Audit & Supervisory Board Member and appointed External Audit &Supervisory Board Member, the Company plans to continue with the above liability limitation agreement.
4. Number of years since the candidate for External Audit & Supervisory Board Member assumed office as External Audit &Supervisory Board Member of the Company
The term of office of Mr. Yoshiyuki Kato as External Audit & Supervisory Board Member will be four (4) years at the closeof this General Meeting.

-9-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

Registered as an attorney-at-law
April 1974
Executive Governor, Japan Federation of Bar Associations
April 2001
Established Kioicho General Law Office
July 2005[Reappointment]
Audit & Supervisory Board Member of the Company (to present)
June 2012[Candidate for External [Significant concurrent positions]Audit & Supervisory ・Attorney-at-law, Representative, Kioicho General Law Office
Board Member][Candidate for
Independent Auditor]
Aizou Murakami(October 16, 1948)

Attendance at Board of
Directors Meetings
during fiscal 2015:14 out of 14 times(100%)

20

Attendance at Audit &Supervisory Board
Meetings during fiscal
2015:
17 out of 17 times(100%)
1. Reasons, etc. for selection as candidate for External Audit & Supervisory Board Member
1) Mr. Aizou Murakami is an External Audit & Supervisory Board Member as stipulated by Item 8 for Clause 3 of Article
2, of the Ordinance for Enforcement of the Company Law.
2) Mr. Aizou Murakami has been selected as a candidate for External Audit & Supervisory Board Member as the Company
wishes to have him continue to exercise his specialized knowledge and experience as an attorney-at-law in the Audit &Supervisory Board Member audits of the Company. Furthermore, during his term of office as External Audit &Supervisory Board Member, he has been adequately fulfilling his responsibilities as Audit & Supervisory Board
Member of the Company, and as stated in (4. Matters regarding Corporate Officers (4) Matters regarding External
Officers 2) Main Activities for the Fiscal Year Under Review c. Status of Response to Violations of Laws andRegulations, etc.) of the Business Report for the 13th fiscal year (available in Japanese only), he has been appropriately
fulfilling his responsibilities during the fiscal year under review as well. Therefore, the Company has judged that he willappropriately fulfill the responsibilities of External Audit & Supervisory Board Member.
2. Independence of candidate for External Audit & Supervisory Board Member
In view of the fact that no transactions exist between the law office that Mr. Aizou Murakami operates and the Company, theCompany has judged that he does not have a possibility of conflicts of interest with general shareholders and possesses
adequate independence, and has thereby registered him as an Independent Auditor with Tokyo Stock Exchange, Inc., as
stipulated in Article 436-2 of the Securities Listing Regulations. If he is reelected as Audit & Supervisory Board Member andappointed External Audit & Supervisory Board Member, the Company plans to continue his registration as an Independent
Auditor.
3. Liability limitation agreements
An agreement to limit liability of Clause 1 of Article 423 of the Company Law has been concluded between Mr. Aizou
Murakami and the Company, and the ceiling of the indemnity based on fore mentioned agreement shall be the minimum
amount stipulated by laws and regulations. If he is reelected as Audit & Supervisory Board Member and appointed External
Audit & Supervisory Board Member, the Company plans to continue with the above liability limitation agreement.
4. Number of years since the candidate for External Audit & Supervisory Board Member assumed office as External Audit &Supervisory Board Member of the Company
The term of office of Mr. Aizou Murakami as External Audit & Supervisory Board Member will be four (4) years at the closeof this General Meeting.
(Note) There are no special interests between each candidate and the Company.

End- 10 -

Instructions for Exercise of Voting Rights via the Internet, etc.
If exercising voting rights via the Internet, etc., please understand the following items.
1.

About the Voting Rights Exercise Website
Exercise of voting rights is only possible via the voting rights exercise website below, designated by the Company.
Voting Rights Exercise Website Address:
http://www.web54.net* It is also possible to use a mobile phone that can read barcodes to scan the“QR Code” shown to the right to access the voting rights exercise website.
Additionally, concerning how to navigate the website, please consult theuser manual for your phone.
(QR Code is a registered trademark of DENSO WAVE CORPORATION)

2. About Exercise of Voting Rights(1) When exercising voting rights via the Internet, please use the “Voting rights exercise code” and “Password” shownon the attached Voting Rights Exercise Form and follow the instruction on screen to register your vote for or against
the proposals.
(2) The deadline to exercise voting rights is Tuesday, June 28, 2016 at 5:45 p.m., and we ask that you exercise at an earlytime.
(3) If you exercise your voting rights multiple times, the most recent one to reach the Company will be considered avalid exercise of voting rights. Furthermore, if an exercise of voting rights via the Internet, etc., and an exercise of
voting rights via writing arrive on the same day, the exercise of voting rights via the Internet, etc., will be deemedvalid.
(4) Please understand that the shareholder is solely responsible for any expenses incurred while accessing the voting
rights exercise website, such as service provider connection fees and communications fees to telecommunications
providers (telephone fees, etc.).
3. About the Password and the Voting Rights Exercise Code(1) The temporary password is an important means of verifying whether the person voting is a legitimate shareholder.
Please maintain this password as strictly confidential in the same manner as a registered seal or a personal
identification number.
(2) Incorrectly inputting the password more than a certain number of times will disable it. To request reissuance of yourpassword, please follow the on screen instructions.
(3) The voting rights exercise code printed on the Voting Rights Exercise Form is valid only for this General Meeting.
4. About System Requirements
If exercising your voting rights via the Internet, please confirm the following points about your system.
(1) Via the website for personal computersa. Monitor resolution of at least 800 x 600 (SVGA).
b. The following applications installed.
(a). Microsoft® Internet Explorer Ver. 5.01 SP2 or later as a web browser(b). Adobe® Acrobat® Reader® Ver. 4.0 or later or Adobe® Reader® PDF Ver. 6.0 or later as a PDF file browser*Internet Explorer is a registered trademark or trademark of US-based Microsoft Corporation in the US and othercountries, and Adobe® Acrobat® Reader® and Adobe® Reader® are registered trademarks or trademarks of
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c. If “pop-up blocker” functions are enabled in the web browser or add-in tools, etc., please disable (or temporarily
disable) this function, and for privacy settings, please enable “Cookies” for the voting rights exercise website.
d. If you are unable to connect to the above website, it is possible that your connection to the Internet may be limited
due to firewalls, proxy servers, or security software, etc., and it is recommended to confirm the settings of these
programs.
(2) Via the website for mobile phone devices
A device that enabled with 128bit SSL (Secure Socket Layer) transmission capability.
Furthermore, it is also possible to use full browser functions on mobile phones (including smartphones) to exercise
voting rights, but there may be cases where use is not possible, depending upon the device.

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5. Inquiries Regarding Controlling the Personal Computer, etc.
(1) If you are unsure about how to use your personal computer or mobile phone, etc., to exercise voting rights via thedesignated website, please contact the following for support:
Sumitomo Mitsui Trust Bank, Stock Transfer Agency Web Support Dedicated Hotline[Telephone] 0120 (652) 031(open from 9 a.m. to 9 p.m. Japan time)(2) For other inquiries, please contact the following:a. Shareholders with an account at a securities company
For shareholders with an account at a securities company, please contact your securities company.
b. Shareholders without an account at a securities company (Shareholders with designated accounts)
Sumitomo Mitsui Trust Bank, Stock Transfer Administrative Center[Telephone] 0120 (782) 031(open from 9 a.m. to 5 p.m. Japan time, closed on weekends and holidays)
6. About use of the Voting Rights Exercise Platform (For Institutional Investors)
For this General Meeting, institutional investors may also utilize the “Voting Rights Exercise Platform” operated by ICJ,
Inc. to exercise voting rights via electromagnetic method.

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