Note: This document has been translated from 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 forms ofdamages arising from the translation.
Securities code: 1975
June 5, 2024

To our shareholders:

1-25-7 Hamamatsucho, Minato-ku, Tokyo

ASAHI KOGYOSHA CO., LTD.
Yasutomo Takasu,
President and Representative Director

Notice of the 95th Annual General Meeting of Shareholders
Dear Shareholders:
We send greetings and our gratitude for your continuing support.
Provided below is information for the 95th Annual General Meeting of Shareholders.
Information and detailed references for the Annual General Meeting of Shareholders (information to be provided
electronically) is posted to the Company website. Please go to the website indicated below to review thisinformation.
Company website: https://www.asahikogyosha.co.jp/ir/library/meeting/In addition to this website, information provided electronically is also posted to the website of the Tokyo Stock
Exchange. To view this information via the TSE listed-company information service, go to the following page of
the Tokyo Stock Exchange website, search by company name (“Asahi Kogyosha”) or code (“1975”), and choose
basic information and available documents / PR information.
Tokyo Stock Exchange website (TSE listed firms information service)https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
If you are unable to attend the meeting in person, you have the right to exercise your voting rights in advance via
the Internet or in writing. Please review the reference materials for the Annual General Meeting of Shareholders
and exercise your voting rights by 5:00 p.m. of Wednesday, June 26, 2024.
[Exercising your voting rights via the Internet]
Review “Instructions for Exercising Voting Rights via the Internet”, then go to the website designated for voting
by Internet (https://soukai.mizuho-tb.co.jp/). Use the voting rights code and password indicated on the Voting
Rights Exercise Form to log in. Follow the instructions provided on screen to indicate your approval ordisapproval of each resolution. You must vote before the deadline indicated above.
[Exercising voting rights in writing]
Indicate your approval or disapproval of each resolution on the Voting Rights Exercise Form and return by thedeadline indicated above.
Sincerely,
Yasutomo Takasu
President and Representative Director–1–1. Date and time

10 a.m., Thursday, June 27, 2024

2. Venue

Tenpyo, 14th floor of Azur Takeshiba
1-11-2 Kaigan, Minato-ku, Tokyo

3. Purpose of the meeting
Matters to be reported:

Matters to be resolved:
Proposal No. 1:
Proposal No. 2:
Proposal No. 3:

1. Business Report, Consolidated Financial Statements, and reports on audits by
the Accounting Auditor and the Board of Corporate Auditors of theConsolidated Financial Statements for the Company’s 95th Fiscal Year
(April 1, 2023 through March 31, 2024)
2. Non-consolidated Financial Statements for the Company’s 95th Fiscal Year
(April 1, 2023 through March 31, 2024)
Appropriation of Surplus
Appointment of Nine Directors
Appointment of Two Corporate Auditors

4. Decisions related to the convocation of this meeting (exercise of voting rights)(1) With regard to voting rights to be exercised in writing (by post), the absence of an indication of approvalor disapproval on the Voting Rights Exercise Form will be deemed to indicate approval.
(2) In cases of the duplicate exercise of the same voting rights via the Internet and in writing (by post), thevote cast via the Internet will be granted precedence and regarded as valid. This applies regardless of date
and time.
(3) For cases involving multiple votes via the Internet, the most recent vote will be regarded as valid.
(4) You may exercise your voting rights through a proxy attending the General Meeting of Shareholders. The
proxy must be another shareholder who holds voting rights. Note that the proxy shareholder must submit aletter of proxy.

–2– On the day of the meeting, those attending should submit the Voting Rights Exercise Form at the reception
desk. To help minimize waste, please bring this Notice with you to the meeting.
 Any revisions of information provided electronically will be posted, with the items before and after therevision clearly indicated, on the websites specified above for the Company and the Tokyo Stock Exchange.
 Documents containing the information provided electronically will be provided to shareholders who sorequest. In accordance with applicable laws and regulations and Article 18, Paragraph 2 of the Articles ofIncorporation, such documents omit the following items:(i) From the Business Report: Important Lines of Business; Important Business Sites; Employees; Major
Lenders; Other Important Information Concerning the Status of the Group; Summary of Details ofContracts Limiting Liability; Summary of Details of Executive Liability Insurance Policies; Outside
Officers; Accounting Auditor; Systems for Ensuring Propriety of Business Operations; Basic Policy on
Company Control(ii) From the consolidated financial statements: Consolidated Statement of Changes in Capital; Consolidated
Notes(iii) From the nonconsolidated financial statements: Balance Sheet; Income Statement; Statement of Changes
in Shareholders Equity; Notes(iv) From the Audit Report: Accounting Audit Report on the Consolidated Financial Statements; Accounting
Audit Report on the Nonconsolidated Financial Statements; Board of Corporate Auditors Audit ReportThus, the Business Report and consolidated financial statements contained in such documents represent a
portion of the documents subject to audits when the Corporate Auditors prepare Audit Reports on the
Accounting Audit Reports by the accounting auditor.
 Please note that Company executives and staff will wear business casual attire to the meeting to help
conserve resources. We ask that shareholders attend in business casual clothing.

–3–

Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Appropriation of Surplus
The Company proposes the following appropriation of surplus:
Year-end dividends
The Company proposes the following year-end dividend for the fiscal year under review to maintain stabledividends to shareholders and to reward their continuing support.
(i) Dividend assetsCash(ii) Allotment of dividend assets and total amount thereof
80 yen per share of common Company stock (reflecting an ordinary dividend of 40 yen plus a special
dividend of 40 yen), constituting a total of 1,029,058,080 yen(iii) Effective date of dividends of surplus
June 28, 2024
Note: The Company implemented a two-for-one split of common stock effective April 1, 2024. Since theeffective date of dividends is March 31, 2024, the year-end dividend above will be paid based on thenumber of shares held before this stock split (i.e., as of March 31, 2024).

–4–

Proposal No. 2: Appointment of Nine Directors
The terms of office of all nine Directors will expire upon the conclusion of this General Meeting of
Shareholders. Accordingly, the Company proposes to appoint the following nine Directors, including three
Outside Directors.
Candidates to serve as Directors are nominated based on deliberations in the voluntary Nomination andRemuneration Advisory Committee, a majority of whose membership consists of independent Outside
Directors.
The candidates for Director are presented below.
Candidate
No.

1

2

Name
(Date of birth)

Career summary, positions and responsibilities in the Company(Significant concurrent positions)Apr. 1976 Joined the Company
Dec. 1982 Director
Yasutomo Takasu Feb. 1986 Managing Director(December 23, 1953) Sep. 1986 President and Representative Director
June 2006 President and Representative Director, and President andExecutive Officer (current position)

Number of theCompany shares held

407,600[Reasons for nomination as candidate for Director]
Since taking office as the Company’s President and Representative Director in September 1986, Yasutomo Takasu has
led the Group and demonstrated strong leadership as a senior executive. He offers a track record and skills appropriate
for a Company Director in the areas of marketing, sustainability, and corporate governance. We believe he will continue
to contribute to the Company’s sustained growth and to increased corporate value over the medium to long term. In lightof these considerations, the Company requests his reappointment as Director.
Nov. 1983 Joined the Company
Oct. 2008 General Manager of Finance Dept. of General Affairs
Division
May 2012 Supervisor of ASIA PACIFIC ASAHI CO., LTD.
June 2015 Executive Officer and General Manager of Finance Dept. ofGeneral Affairs Division
June 2016 Director, Executive Officer and General Manager of FinanceDept. of General Affairs Division
June 2017 Director, Senior Executive Officer and General Manager ofFinance Dept. of General Affairs Division
May 2019 Director of ASAHI ENGINEERING (MALAYSIA)
SDN.BHD. (current position)
Michiya Kameda June 2019 Director, Managing Executive Officer, Deputy General
15,700(December 25, 1955)
Manager of General Affairs Division, and General Manager
of Finance Dept. of General Affairs Division
June 2020 Director, Senior Managing Executive Officer, and General
Manager of General Affairs Division
May 2021 Director of ASIA PACIFIC ASAHI CO., LTD. (current
position)
June 2021 Director and Vice President, Vice President and Executive
Officer, and General Manager of General Affairs Division(current position)[Significant concurrent positions]
Director of ASIA PACIFIC ASAHI CO., LTD.
Director of ASAHI ENGINEERING (MALAYSIA) SDN.BHD.
[Reasons for nomination as candidate for Director]
After many years at the Company headquarters Accounting Unit, Michiya Kameda assumed the position of a Company
Director in June 2016. Since then, drawing on his extensive experience and insight, he has played a key role in Groupmanagement. He offers knowledge and skills befitting a Company Director in the areas of digital transformation (DX),risk management, and human resource management. We believe he will continue to contribute to the Company’ssustained growth and to increased corporate value over the medium to long term. In light of these considerations, theCompany requests his reappointment as Director.

–5–Candidate
No.

3

Name
(Date of birth)

Career summary, positions and responsibilities in the Company(Significant concurrent positions)Apr. 1984 Joined the Company
Apr. 2009 General Manager of Construction Dept. 3 of Osaka Branch
OfficeApr. 2013 General Manager of Safety and Health Management Dept.
of Technology Division
Apr. 2014 General Manager of Construction Management Dept. ofTechnology Division
July 2016 Deputy General Manager of Technology Division, andGeneral Manager of Construction Management Dept. ofTechnology Division
June 2017 Executive Officer, Deputy General Manager of Technology
Division, and General Manager of Construction
Management Dept. of Technology Division
Mitsuru Hattori
Apr. 2018 Executive Officer and Deputy General Manager of(November 30, 1959)
Technology Division
June 2019 Director, Executive Officer, and Deputy General Manager ofTechnology Division
Apr. 2020 Director, Executive Officer, and General Manager ofTechnology Division
June 2020 Director, Senior Executive Officer, and General Manager ofTechnology Division
May 2021 Director of ASAHI ENGINEERING (MALAYSIA)
SDN.BHD. (current position)
June 2022 Director, Managing Executive Officer, and General
Manager of Technology Division (current position)

Number of theCompany shares held

8,000

[Significant concurrent positions]
Director of ASAHI ENGINEERING (MALAYSIA) SDN.BHD.

4[Reasons for nomination as candidate for Director]
After working in construction management in the Installation Work Division for many years, Mitsuru Hattori was named
Company Director in June 2019. Since then, drawing on his extensive experience and insight, he has played a key role inGroup management. He offers knowledge and skills befitting a Company Director in the areas of technology, businessstrategy, and global business. We believe he will continue to contribute to the Company’s sustained growth and toincreased corporate value over the medium to long term. In light of these considerations, the Company requests his
reappointment as Director.
Apr. 1983 Joined the Company
Apr. 2013 General Manager of Sales Dept. of Nagoya Branch
Apr. 2017 General Manager of Sales Coordination Dept., and General
Manager of Sales Dept. 1 of Nagoya Branch
Apr. 2020 Deputy General Manager of Nagoya Branch and General
Manager of Sales Coordination Dept. of Nagoya Branch
Kazuhiro Nakagawa
3,800
Apr. 2021 Strategy Manager, Sales Division(August 31, 1962) June 2021 Executive Officer in charge of Strategy for Sales Division
Apr. 2022 Executive Officer, Deputy General Manager of Sales
Division, in charge of Strategy
Apr. 2023 Executive Officer and General Manager of Sales Division
June 2023 Director, Senior Executive Officer, and General Manager ofSales Division (current position)[Reasons for nomination as candidate for Director]
After working in sales in the Installation Work Division for many years, Kazuhiro Nakagawa served as Executive
Officer in charge of strategy within the Sales Division from June 2021 until his appointment as Executive Officer /General Manager within the same division in April 2023. He offers knowledge and skills befitting a Company Director
in the areas of sales, business strategy, and global business. We believe he will contribute to the Company’s sustained
growth and to growth in corporate value over the medium to long term. For these reasons, the Company requests his
reappointment as Director.

–6–

Candidate
No.

Name
(Date of birth)

Shoji Tamura(July 27, 1948)

5

Career summary, positions and responsibilities in the Company(Significant concurrent positions)
June 1998 Director of Fujitsu Business System Co., Ltd. (currently
Fujitsu Japan Limited)
June 2007 Senior Managing Director of Fujitsu Business System Co.,Ltd.
June 2009 Representative Director and Vice President of FujitsuMarketing Limited (currently Fujitsu Japan Limited)
May 2012 Representative Director of NIHON ASI CO., LTD. (current
position)
Dec. 2012 Director of NIPPON CLOUD CO., LTD. (current position)
June 2020 Outside Director of the Company (current position)

Number of theCompany shares held

0

[Significant concurrent positions]Representative Director of NIHON ASI CO., LTD.
Director of NIPPON CLOUD CO., LTD.
[Reasons for nomination as candidate for Outside Director and outline of expected roles]
Since assuming the position of an Outside Director of the Company in June 2020, drawing on his experience managing amajor publicly traded group of companies, Shoji Tamura has proactively made appropriate recommendations and othercontributions to Company management from an impartial perspective. In particular, he offers advice on Company
management based on expert perspectives on corporate management and business operations. As a member of theNomination and Remuneration Advisory Committee, he also offers advice and guidance on the nomination of candidates
to serve as Company Directors and decisions on matters such as Director remuneration from an impartial perspective.
He offers knowledge and skills befitting a Company Director in the areas of organizational management, marketing, and
DX. As such, we believe he will perform his duties as an Outside Director effectively and contribute to the Company’ssustained growth and to increased corporate value over the medium to long term. In light of these considerations, theCompany requests his reappointment as Outside Director. At the conclusion of this General Meeting of Shareholders,Mr. Tamura will have served four years as an Outside Director of the Company.
Apr. 1984 Registered as attorney at law (Dai-Ichi Tokyo Bar
Association)
Sep. 2000 Partner, Tanabe & Partners (current position)
Aug. 2003 Audit Committee Member, City of Kawasaki (current
position)Jan. 2009 Member, Committee of Experts, Tokyo District Court(current position)
June 2014 Outside Auditor, NEC Corporation
Outside Director, Morinaga Milk Industry Co., Ltd.
July 2017 Chair, Employment Environment / Equality Subcommittee,
Labour Policy Council, Ministry of Health, Labour andWelfare (current position)
Kyoko Okumiya
0Apr. 2018 Member, Management Advisory Council, Graduate School(June 2, 1956)
of Law and Politics, University of Tokyo
June 2018 Outside Director, Bank of Yokohama, Ltd.
Outside Director, Toshiba Tec Corporation
June 2023 Outside Director, KDDI Corporation
Outside Director of the Company (current position)

6[Significant concurrent positions]
Partner, Tanabe & Partners
Member, Committee of Experts, Tokyo District Court
Chair, Employment Environment / Equality Subcommittee,
Labour Policy Council, Ministry of Health, Labour and Welfare
Outside Director, KDDI Corporation[Reasons for nomination as candidate for Outside Director and outline of expected roles]
Since assuming the position of an Outside Director of the Company in June 2023, Kyoko Okumiya has drawn on a
wealth of insight as an attorney at law to take an active role in offering recommendations regarding Company
management from an impartial perspective and in advising Company management, drawing in particular on her expert
perspectives as an attorney. As a member of the Nomination and Remuneration Advisory Committee, she also offers
impartial advice and guidance concerning the nomination of candidates to serve as Company Directors and decisions on
matters such as Director compensation.
While Ms. Okumiya has no past experience participating in company management except as an outside director, sheoffers knowledge and skills befitting a Company Director in the areas of sustainability, law, and risk management. We
believe she will perform her duties as an Outside Director effectively and contribute to the Company’s sustained growth
and to growth in corporate value over the medium to long term. For these reasons, the Company requests her
reappointment as Outside Director. At the conclusion of this General Meeting of Shareholders, Ms. Okumiya will have
served one year as an Outside Director of the Company.

–7–

Candidate
No.

Name
(Date of birth)

Yuji Fujiyama(July 9, 1959)

7*8

Career summary, positions and responsibilities in the Company(Significant concurrent positions)Apr. 1983 Joined the National Police Agency
Sep. 2007 Director, Kagoshima Prefectural Police Dept.
Mar. 2009 General Manager, Organized Crime Division, Metropolitan
Police Dept.
Mar. 2012 General Manager, Security Bureau, Metropolitan Police
Dept.
Aug. 2013 Crisis Management Councilor, Cabinet Office
Aug. 2015 Director, Imperial Guard Headquarters
Jan. 2018 Advisor, General Affairs Dept., Business Administration
Division, Taisei Corporation
June 2022 Outside Director, Colowide Co., Ltd. (current position)
June 2023 Outside Director, the Company (current position)

Number of theCompany shares held

0

[Important concurrent positions]
Outside Director, Colowide Co., Ltd.
[Reasons for nomination as candidate for Outside Director and outline of expected roles]
Since assuming the position of an Outside Director of the Company in June 2023, Yuji Fujiyama has drawn on a wealthof experience gained in a long career in key posts in law enforcement organizations to take an active role in offering
recommendations regarding Company management from an impartial perspective and, in particular, in advising
Company management based on his expert crisis management perspectives. As a member of the Nomination andRemuneration Advisory Committee, he also offers impartial advice and guidance on the nomination of candidates toserve as Company Directors and decisions on matters such as Director remuneration.
While Mr. Fujiyama has no past experience participating in company management except as an outside director, heoffers knowledge and skills befitting a Company Director in the areas of risk management, governance, and humanresource development. We believe he will perform his duties as an Outside Director effectively and contribute to theCompany’s sustained growth and to growth in corporate value over the medium to long term. For these reasons, theCompany requests his reappointment as Outside Director. At the conclusion of this General Meeting of Shareholders,Mr. Fujiyama will have served one year as an Outside Director of the Company.
Apr. 1983 Joined the Company
Nov. 2012 General Manager of the President’s Office
June 2014 General Manager of the President’s Office and General
Manager of the Management Planning Office
June 2016 Executive Officer, General Manager of the President’s
Office, and General Manager of the Management Planning
OfficeJune 2020 Executive Officer in charge of the President’s Office andJoji Okamoto
General Manager of the Management Planning Office
8,100(November 14, 1959) Apr. 2021 Executive Officer Corporate Management and Strategy
Group and General Manager of the Management Planning
OfficeJune 2022 Senior Executive Officer Corporate Management andStrategy Group and General Manager of the Management
Planning Office
June 2023 Managing Executive Officer Corporate Management andStrategy Group and General Manager of the Management
Planning Office (current position)[Reasons for nomination as candidate for Director]
After working in management planning sections for many years, Joji Okamoto served as Executive Officer, General
Manager of the President’s Office, and General Manager of the Management Planning Office from June 2016 until his
appointment in April 2021 as Executive Officer Corporate Management and Strategy Group and General Manager of theManagement Planning Office. He offers knowledge and skills befitting a Company Director in the areas of businessstrategy, sustainability, and digital transformation. We believe he will contribute to the Company’s sustained growth andto growth in corporate value over the medium to long term. For these reasons, the Company requests his appointment as
Director.

–8–

Candidate
No.

Name
(Date of birth)

Yoichi Hidaka(May 30, 1965)*9

Career summary, positions and responsibilities in the Company(Significant concurrent positions)Apr. 1988 Joined the Company
Apr. 2014 General Manager of the Construction Dept. 2 of the Central
BranchOct. 2015 General Manager of the Construction Supervision Divisionof the Central Branch and General Manager of theConstruction Dept. 2 of the Central Branch
Apr. 2016 General Manager of the Construction Supervision Divisionof the Central Branch
Apr. 2023 Deputy General Manager of the Central Branch
June 2023 Executive Officer and Deputy General Manager of theCentral Branch
Apr. 2024 Executive Officer and General Manager of the Central
Branch (current position)

Number of theCompany shares held

1,220

[Reasons for nomination as candidate for Director]
After working in construction management in the facility construction division for many years, Yoichi Hidaka has served
as Executive Officer and Deputy General Manager of the Central Branch from June 2023 until his appointment as
General Manager of the Central Branch in April of this year. He offers knowledge and skills befitting a Company
Director in the areas of business strategy, marketing, and human resource development. We believe he will contribute to
the Company’s sustained growth and to growth in corporate value over the medium to long term. For these reasons, theCompany requests his appointment as Director.

Notes: 1. No issues regarding hidden interests or conflicts of interest exist between any of the above candidates
and the Company.
2. Shoji Tamura, Kyoko Okumiya, and Yuji Fujiyama are candidates for Outside Director.
3. Shoji Tamura, Kyoko Okumiya, and Yuji Fujiyama meet the independent officer requirements
established by the Tokyo Stock Exchange and the Independence Criteria for Outside Officers
established by the Company. We have notified the Tokyo Stock Exchange that they currently serve as
independent officers. If this resolution is approved as proposed, we plan to ask them to continue to serve
as independent officers.
4. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has
concluded contracts with Shoji Tamura, Kyoko Okumiya, and Yuji Fujiyama limiting their liability fordamages under Article 423, Paragraph 1 of that act to the minimum liability provided for by laws andregulations. If this resolution is approved as proposed, we plan to renew these contracts with Mr.
Tamura, Ms. Okumiya, and Mr. Fujiyama.
5. The Company has concluded an officer liability insurance policy with an insurer as stipulated in Article
430-3, Paragraph 1, of the Companies Act. See “Overview of Officer Liability Insurance Policies” in theBusiness Report for an overview of the terms and conditions of this insurance policy. If this resolution isapproved as proposed, all Directors, including those newly appointed, will be among the named insured
under this policy. We plan to renew this insurance policy in the next fiscal year and beyond under thesame terms and provisions. However, these terms and provisions may be revised.
6. The Company conducted a two-for-one split of common stock effective April 1, 2024. Numbers ofCompany shares held by each candidate above indicate numbers of shares held prior to this stock split(i.e., as of March 31, 2024).
7. An asterisk (*) above indicates a candidate for a new Director.

–9–Reference: Board Skills Matrix

The Company has defined 10 skills (i.e., factors related to knowledge and experience) it deems important for
those serving on the Board of Directors. Candidates for Director are assumed to offer an appropriate balance of
these skills. Assuming approval of Proposal No. 2 and the election of all nominees, the key skills of the candidates
for Director and the composition and roles of the Directors would be as indicated below.
Name

Post

Corporate
Personnel
LegalManagement
Management
Business Technology Sales and
DX/IT and Global Affairs, Risk Finance andandand Human
Sustainability
Innovation Business Management, Accounting
Strategy and R&D Marketing
Resource
Organizational
Governance
Development
Management

President andRepresentative
Director, and President
Yasutomo and Executive Officer
Takasu (Chairman of theNomination andRemuneration Advisory
Committee)

Michiya
Kameda〇〇Director and Vice
President, and Vice
President andExecutive Officer

Independent Outside
Director (Member of
the Nomination andRemuneration Advisory
Committee)〇〇

Mitsuru Director and Managing
Hattori Executive Officer
Director and Managing
Joji
Okamoto Executive Officer
Kazuhiro Director and Senior
Nakagawa Executive Officer
Yoichi Director and Executive
Hidaka Officer
Shoji
Tamura

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇
〇
〇

〇

〇

〇

Independent Outside

Kyoko Director (Member of
the Nomination andOkumiya Remuneration Advisory〇〇

Committee)

Independent Outside

Director (Member ofYuji
the Nomination andFujiyama Remuneration Advisory〇〇

Committee)

Notes:

1. The above list is not intended to be an exhaustive list of the candidate’s skills.
2. Plans call for the formal assignment of posts for each Director and appointment of the chair and membership of the Nomination andRemuneration Advisory Committee in a meeting of the Board of Directors to be held after this General Meeting of Shareholders.

Details of each skill:
Corporate Management andOrganizational Management
Business Strategy
Technology and R&D
Sales and Marketing
Sustainability
DX/IT and Innovation
Global Business
Legal Affairs, Risk Management,
Governance
Finance and Accounting
Personnel Management and Human
Resource Development

Capable of leading the Company’s management and directing its organizations based on experience as
representative director or representative of a publicly traded company or similar organizations
Sufficiently experienced and knowledgeable in the management of the Company business units; capable offormulating and implementing business strategies
Sufficiently experienced and knowledgeable regarding construction, manufacturing, R&D, andprocurement; capable of enhancing technological capabilities and supervising technological units
Sufficiently experienced and knowledgeable regarding sales and marketing; capable of enhancing sales
capabilities and supervising sales units
Sufficiently experienced and knowledgeable regarding ESG and the Sustainable Development Goals(SDGs); capable of promoting sustainability management
Sufficiently experienced and knowledgeable regarding DX and IT and capable of promoting DX and IT
Offers the knowledge and experience needed to create new value through innovative products, services, andsystems
Sufficiently experienced and knowledgeable regarding international business; capable of enhancing andpromoting global business
Sufficiently experienced and knowledgeable regarding legal affairs and compliance, IR, PR, and related
matters; capable of carrying out activities such as enhancements of risk management, legal and regulatorycompliance, and corporate governance
Sufficiently experienced and knowledgeable regarding finance and accounting; capable of formulating andpromoting financial strategies and to oversee finance and accounting appropriately
Sufficiently experienced and knowledgeable regarding human resources, labor management, and employee
training and education; capable of formulating and promoting human resource strategies and developing
human resources– 10 –

Proposal No. 3: Appointment of Two Corporate Auditors
The terms of office of both Corporate Auditors—Takashi Tsuku and Noboru Ushijima—will expire upon the
conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes the appointment of
the following two Corporate Auditors.
The Board of Corporate Auditors has approved this proposal.
The candidates for Corporate Auditor are indicated below.
Candidate
No.

Name(Date of birth)Osamu Sasaki(January 14, 1970)*1*2

Career summary, positions and responsibilities in the Company
Number of theCompany’s shares held
(Significant concurrent positions)Apr. 1992 Joined the Norinchukin Bank
July 2012 General Manager of the Nagano Promotion Office in the
Kanto Business Division of the Norinchukin Bank
July 2015 General Manager of the Business Administration Office in
the Planning Management Division of the Norinchukin
Bank0
Apr. 2018 General Manager of the Markets Business Management
Division of the Norinchukin Bank
Apr. 2022 General Manager of the Administrative Planning Divisionof the Norinchukin Bank
Director of Nochu Business Support, Co., Ltd.
Corporate Auditor of Norinchukin Business Assist Co., Ltd.

[Reasons for nomination as candidate for Corporate Auditor]
Among many other qualities, Osamu Sasaki offers, above all, outstanding character and insight. We believe he will draw
on a wealth of experience gained in key posts with major enterprises to take an active role in offering recommendations
that contribute to the soundness of Company management and in carrying out effective audits of Company businesses
from an impartial perspective. For these reasons, the Company requests his appointment as a new Outside Corporate
Auditor. Mr. Sasaki is highly knowledgeable concerning matters such as finance and accounting.
Apr. 1981 Joined Keihan Electric Railway Co., Ltd. (currently Keihan
Holdings Co., Ltd.)
June 2010 Managing Director of Nakanoshima Rapid Railway Co.,Ltd.
June 2012 Representative Director and President of Keihan
Engineering Service Co., Ltd.
June 2013 Executive Officer of Keihan Electric Railway Co., Ltd.
(currently Keihan Holdings Co., Ltd.)
Apr.
2016
Executive Officer of Keihan Holdings Co., Ltd.
Michio Nakano
0Managing Director of Keihan Electric Railway Co., Ltd.
(October 17, 1958) June 2017 Director and Executive Officer of Keihan Holdings Co.,
Ltd.
Representative Director and President of Keihan Electric
Railway Co., Ltd.
June 2021 Representative Director and President of Nakanoshima
Rapid Railway Co., Ltd. (current position)[Significant concurrent position]
Representative Director and President of Nakanoshima Rapid Railway
Co., Ltd.
[Reasons for nomination as candidate for Corporate Auditor]
Among many other qualities, Michio Nakano offers, above all, outstanding character and insight. We believe he willdraw on a wealth of experience gained in key posts with major enterprises to take an active role in offering
recommendations that contribute to the soundness of Company management and in carrying out effective audits ofCompany businesses from an impartial perspective. For these reasons, the Company requests his appointment as a new
Outside Corporate Auditor.

Notes: 1. No issues regarding hidden interests or conflicts of interest exist between either of the above candidates
and the Company.
2. Candidate for Corporate Auditor Osamu Sasaki has a background with the Norinchukin Bank, a major
shareholder in the Company (owning 4.47% of Company stock). The Company has also borrowed 900
million yen from Norinchukin Bank.
3. Osamu Sasaki and Michio Nakano are candidates for Outside Corporate Auditors. They meet theindependent officer requirements established by the Tokyo Stock Exchange and the Independence
Criteria for Outside Officers established by the Company. Assuming they are appointed as Corporate
Auditors, we plan to ask them to serve as independent officers.

– 11 –

4. If this resolution is approved as proposed, the Company plans to conclude contracts with Osamu Sasaki
and Michio Nakano limiting their liability for damages under Article 423, Paragraph 1, of theCompanies Act to the minimum liability provided for by laws and regulations, pursuant to theprovisions of Article 427, Paragraph 1, of that act.
5. The Company has concluded an officer liability insurance policy with an insurer as stipulated in Article
430-3, Paragraph 1, of the Companies Act. See “Overview of Officer Liability Insurance Policies” in theBusiness Report for an overview of the terms and conditions of this insurance policy. If this resolution isapproved as proposed, all Corporate Auditors, including that newly appointed, will be included among
the named insured under this policy. We plan to renew this insurance policy in the next fiscal year andbeyond under the same terms and provisions. However, these terms and provisions may be revised.
6. An asterisk (*) above indicates a candidate for a new Corporate Auditor.

– 12 –

Reference: Independence Criteria for Outside Officers
The Company has established the following Independence Criteria for Outside Officers to ensure their
independence and objectivity. An officer to whom none of the following under (i)-(ix) applies is considered
independent.
(i)

A party who within the past 10 years was a Director (excluding an Outside Director), Corporate
Auditor (excluding Outside Corporate Auditors), executive officer, or other employee of the Group(ii) A party*1 for whom the Company or a Company subsidiary (“Group” hereinafter) was an important
trading partner or a party executing the business of such party*2within the past three years(iii) A party who was an important trading partner*3 of the Group or a party executing the business ofsuch a party within the past three years(iv) An officer or employee*4 of a foundation*5 receiving, within the past three years, a large donation or
subsidy from the Group(v) A party who within the past five years was a major shareholder*6 in the Company or an officer or
employee of such a party(vi) A Group accounting auditor or an officer or employee of an accounting firm serving the Group who
is actually involved in audits of the Group within the past three years(vii) A party qualifying as an attorney, certified public accountant, licensed tax accountant, or otherconsultant who received from the Group, within the past three years, significant sums of money orother financial benefits*7 beyond executive remuneration; or, if the recipient of such interests is a
corporation or other organization, a person affiliated with such recipient organization(viii) A spouse or relative within two degrees of consanguinity of any of the parties listed under (i)-(vii)
above(ix) A party who has served as an outside officer of the Company for a total of eight years or longer
Even those to whom any of the descriptions under (i)-(ix) above applies may be judged independent if he or
she meets the independence requirements stipulated in the Companies Act and the independence criteria
established by the Tokyo Stock Exchange. Such matters are subject to resolutions by the Board of Directors for
Outside Directors or the consent of the Board of Corporate Auditors for Outside Corporate Auditors.
*1 A party for whom the Group is an important trading partner is a party who receives payments fromthe Group equal to 2% or more of the party’s annual consolidated gross sales in the business year.
*2 A party executing business is an executive director, executive, executive officer, or other employee.
*3 An important trading partner of the Group is a party making payments to the Group equal to 2% ormore of the Group’s annual consolidated gross sales over the course of the business year.
*4 An officer or employee is a Director, Corporate Auditor, Accounting Counselor, executive, executive
officer, other officer or employee.
*5 A foundation receiving large donations or subsidies from the Group is a public interest incorporated
foundation, public service corporation, nonprofit corporation, or similar organization receiving
donations or subsidies from the Group beyond 10 million yen/year on average or 30% of theorganization’s average annual total expenses over a period of three business years.
*6 A major shareholder is a party holding, directly or indirectly, 10% or more of all voting rights.
*7 Large sums of money or other financial benefits refers to payments of 10 million yen/year on averageover a period of three business years of the Group (if the recipient is an individual) or to payments of
2% or more of consolidated gross sales per year on average over a period of three business years of theorganization (if the recipient is an organization).

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