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 1852)
June 7, 2018
To Shareholders with Voting Rights:
Kenichi Asanuma
Representative President
Asanuma Corporation
Main Office: 1-2-3 Minatomachi,
Naniwa-ku, Osaka

NOTICE OF CONVOCATION OF
THE 83RD 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 83rd Annual General Meeting of Shareholders of Asanuma
Corporation. (the “Company”). The meeting shall be held 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. Please review the attached Reference Documents for the General Meeting of
Shareholders below, indicate your vote for or against the proposals on the enclosed Voting Rights Exercise
Form and return it so that it is received by 5:15 p.m. on Tuesday, June 26, 2018, Japan time.
1. Date and Time:

Wednesday, June 27, 2018 at 10:00 a.m. Japan time

2. Place:

Bluebell Banquet Room, 21st Floor, Hotel Monterey Grasmere Osaka
1-2-3 Minatomachi, Naniwa-ku, Osaka

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
83rd Fiscal Year (April 1, 2017 - March 31, 2018) and results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Boardof Statutory Auditors
2. Non-consolidated Financial Statements for the Company’s 83rd Fiscal Year
(April 1, 2017 - March 31, 2018)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Consolidation of Shares
Proposal 2:
Election of Nine (9) Directors
Proposal 3:
Election of One (1) Statutory Auditor
Proposal 4:
Election of One (1) Substitute Statutory Auditor
Proposal 5:-1-Instructions for the Exercise of Voting Rights

If you are attending the meeting
Exercise of voting rights by attending the meeting
Date and time: Wednesday, June 27, 2018 at 10:00 a.m. Japan time
Please submit the enclosed Voting Rights Exercise Form at the reception desk. You are asked to bringthis Notice of Convocation with you for the means of resource-saving.
If you are unable to attend the meeting
Exercise of voting rights in writing
Deadline: 5:15 p.m. on Tuesday, June 26, 2018 (time of receipt)
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form andreturn it by mail so that it is received by the deadline.
Exercise of voting rights over the Internet, etc.
Deadline: 5:15 p.m. on Tuesday, June 26, 2018
Please access the voting website (https://www.web54.net) and enter your vote for or against the
proposals by the deadline by following the instructions on the screen.
For details, please refer to the following page.
Of the documents required to be appended to this Notice of Convocation as attachments, the following
matters have been posted on the Company’s website (http://www.asanuma.co.jp/) in accordance withlaws and regulations and Article 16 of the Articles of Incorporation of the Company, and are therefore
not included in the attached documents.
(1) Notes to the Consolidated Financial Statements(2) Notes to the Non-consolidated Financial Statements
The Consolidated Financial Statements and the Non-consolidated Financial Statements included in theattachment to this Notice of Convocation, constitutes a part of the documents audited by the Statutory
Auditor and the Accounting Auditor in the preparation of the audit report and accounting audit report,
respectively.
◎ Should matters to be described in the Reference Documents for the General Meeting of Shareholders andthe attached documents (Business Report, Non-consolidated Financial Statements and Consolidated
Financial Statements) require revisions, the revised versions will be posted on the Company’s website(http://www.asanuma.co.jp/).
◎-2-

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

Appropriation of Surplus

The Company considers the return of profits to shareholders as one of its most important management
initiatives, and to this end, maintains a basic policy of allocating dividends in line with its businessperformance by developing new technologies that are necessary for the future expansion of the business,while striving to sustain and reinforce the Company’s competitiveness.
With regard to the year-end dividend, the Company has taken various factors into consideration,
including the securement of internal reserves necessary to strengthen its management structure, alongwith its financial condition and business performance. Therefore, the Company proposes to pay for the
fiscal year ended March 31, 2018 a year-end dividend of ¥16 per share, an increase of ¥6 per share fromthe previous fiscal year.

(1) Type of dividend property
Cash(2) Allotment of dividend property and the aggregate amount¥16 per common share of the Company
Aggregate amount of dividends will be ¥1,340,323,360.
(3) Effective date of dividends of surplus
June 28, 2018-3-

Proposal 2:

Consolidation of Shares

1. Reason why share consolidation is necessary
Following the publication of the “Action Plan for Consolidating Trading Units”, all domestic
Japanese exchanges are seeking to consolidate the trading units of shares of all domestic listed companies
to 100 shares by October 1, 2018.
As a company listed on the Tokyo Stock Exchange, the Company respects the objective of the Planand has passed a resolution at the Board of Directors’ meeting convened on May 23, 2018 to change thenumber of shares constituting one unit, which is the trading unit of the Company’s stock, from 1,000 to
100 shares effective October 1, 2018, conditional upon the approval of this Proposal, pursuant to theprovisions of the Companies Act.
In conjunction with this, after the change in the number of shares constituting one unit, the investment
unit of the Company’s stock (price per share trading unit) shall be set at the level deemed desirable bysecurities exchanges (i.e., ¥50,000 or more but less than ¥500,000), and in order to keep the number ofvoting rights of shareholders unchanged, ten-for-one share consolidation shall be executed with respect to
the Company’s stock and the total number of shares authorized shall also be changed at the same ratio
from the current 293,565,000 shares to 29,356,500 shares.
2. Ratio of consolidation of shares
Every ten shares of the Company shall be consolidated into one share.
If there is any fraction less than one share arising from the consolidation of shares, such shares will
be aggregated and disposed of pursuant to the provisions of Article 235 of the Companies Act, and theproceeds from such disposal will be distributed to the former holders of such fractional shares in amounts
proportional to the former holdings of said shareholders.
3 Effective date of consolidation of shares
October 1, 2018
4. Total number of shares authorized to be issued as of effective date
29,356,500 shares
Of note, the provisions of the Articles of Incorporation relating to the total number of sharesauthorized shall be deemed to have been amended as of the effective date of consolidation of shares,
pursuant to the provision of Article 182, Paragraph 2 of the Companies Act.
[Reference]
The Company’s Article of Incorporation will be partially amended as follows on October 1, 2018 subject
to the approval of this Proposal in its original form.
(Amended parts are underlined)
Proposed Amendment
Chapter II Shares

Current Articles of Incorporation
Chapter II Shares
Article 6. (Total Number of Shares Authorized to be
Issued)The total number of shares authorized to be issued by
the Company shall be two hundred ninety-three
millionfive
hundredsixty-fivethousand(293,565,000) shares.
Article 7. (Number of Shares Constituting One ShareUnit)
The number of shares constituting one share unit of
the Company shall be one thousand (1,000) shares.

Article 6. (Total Number of Shares Authorized to be
Issued)The total number of shares authorized to be issued by
the Company shall be twenty-nine million threehundred fifty-six thousand five hundred (29,356,500)
shares.
Article 7. (Number of Shares Constituting One ShareUnit)
The number of shares constituting one share unit of
the Company shall be one hundred (100) shares.

-4-

Proposal 3:

Election of Nine (9) Directors

The terms of office of all eight (8) Directors will expire at the conclusion of this year’s Annual General
Meeting of Shareholders. Accordingly, the election of nine (9) Directors is proposed.
The candidates are as follows:
No.

Positions and responsibilities at
the Company

Name
1

Reappointment

Kenichi Asanuma

Representative President, C.E.O.

2

New appointment

Makoto Asanuma

Executive Vice President,
Officer in charge of Building
Construction Headquarters

3

Reappointment

Shinji Hirota

4

Reappointment

Morio Yamakoshi

5

Reappointment

Tatsuyuki Kojima

6

Reappointment

Yuichi Tateishi

7

New appointment

Yukihiro Ueshiba

8

9Reappointment
Outside Director
Independent Officer
Reappointment
Outside Director
Independent Officer

Director, Senior Managing
Officer, Officer in charge of
Safety Control, Quality &Environmental Management
Headquarters, in charge of
Building Construction
Director, Senior Managing
Officer, Officer in charge of
President’s Office and Overseas
Operations
Director, Senior Managing
Officer, Deputy Officer in chargeof Safety Control, Quality &Environmental Management
Headquarters, in charge of Civil
Engineering
Director, Managing Officer,
Officer in charge of Tokyo Main
Office, Deputy Officer in chargeof Building Construction
Headquarters
Managing Officer, Officer incharge of Osaka Main Office,Deputy Officer in charge of
Building Construction
Headquarters

Attendance atBoard of Directors’
meeting
17 out of 17(100%)-

17 out of 17(100%)

17 out of 17(100%)

17 out of 17(100%)

14 out of 14(100%)-

Hiroyasu Saito

Director

17 out of 17(100%)

Masafumi Fukuda

Director

14 out of 14(100%)

-5-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

April 1973
February 1985

1

Note:

No.

Joined the Company
Director, Assistant General Manager in charge of Overseas
Operations Division, Head OfficeFebruary 1989
Managing Director, General Manager in charge of Human
Resources Division, Head Office
June 1991
Representative Director, Managing Director, General Manager
in charge of President’s Office and Human Resources Division,
Head Office[Reappointment]
November 1992 Representative Director, Senior Managing Director, General
Manager in charge of President’s Office
Kenichi Asanuma
1,746,450
June 1995
Representative Director and President(December 17, 1950)
June 2004
Representative President and C.E.O.
December 2011 Representative President, C.E.O.
Officer in charge of Business Headquarters
April 2012
Representative President, C.E.O.
General Officer in charge of Business Headquarters
April 2013
Representative President, C.E.O. (to present)[Significant concurrent positions]・Representative Director and President, ASANUMA TATEMONO K.K.
・Chairman, Asanuma Construction Ltd., International[Reason for nomination as candidate for Director]
Mr. Asanuma has been nominated as a candidate for Director for his background as set forth above and with his extensive
experience in corporate management acquired through his years as Representative Director of the Company.
There are no special interests between the Company and Mr. Asanuma.

Name(Date of birth)

Past experience, positions
and significant concurrent positions
April 1996
June 2009

2

Note:

Number ofshares of theCompany held

Joined the Company
Assistant General Manager in charge of President’s Office,General Manager, General Affairs Division
Executive Officer, Officer in charge of Renovation Division,
April 2015
General Manager, Renovation Marketing & Sales Division,[New appointment]
Tokyo Main Office
April 2016
Executive Officer, General Manager, Marketing & Sales
Makoto Asanuma
1,373,883
Promotion Office, Building Construction Headquarters, in(April 18, 1972)
charge of Renovation and Real Estate
April 2018
Executive Vice President, Officer in charge of Building
Construction Headquarters (to present)[Significant concurrent positions]・Director, ASANUMA TATEMONO K.K.
・Director, Asanuma Construction Ltd., International[Reason for nomination as candidate for Director]
Mr. Asanuma has been nominated as a candidate for Director for his background as set forth above and with his extensive
experience in overall operations and management, mainly within the renovation and marketing & sales segments.
There are no special interests between the Company and Mr. Asanuma.

-6-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

April 1973
September 2003

3

Note:

No.

Joined the Company
General Manager, Marketing & Sales Section No.2,
Osaka Main Office
June 2007
Managing Officer, Officer in charge of Tokyo Main Office
June 2008
Representative Director, Managing Officer,
Officer in charge of Tokyo Main Office
June 2009
Director, Managing Officer,
Officer in charge of Tokyo Main Office[Reappointment]
April 2011
Director, Managing Officer
Officer stationed at Tokyo Main Office
14,000Shinji Hirota
April 2012
Director, Managing Officer(July 15, 1950)
Deputy General Officer in charge of Business Headquarters
April 2013
Director, Managing Director
Officer in charge of Building Construction Headquarters
April 2017
Director, Senior Managing Officer
Officer in charge of Building Construction Headquarters
April 2018
Director, Senior Managing Officer, Officer in charge of Safety
Control, Quality & Environmental Management Headquarters, incharge of Building Construction (to present)[Reason for nomination as candidate for Director]
Mr. Hirota has been nominated as a candidate for Director for his background as set forth above and with his extensive
experience in overall operations and management, mainly within the Company’s building construction business.
There are no special interests between the Company and Mr. Hirota

Name(Date of birth)

Past experience, positions
and significant concurrent positions
June 2002

4

Note:

Number ofshares of theCompany held

Joined Sumitomo Mitsui Banking Corporation
General Manager, Shinjuku Corporate Banking Dept. II
June 2003
Senior Manager, Tokyo Head Office
April 2004
General Manager, Nagoya Corporate Banking Dept. II
April 2006
Senior Manager, Internal Audit Dept.
June 2007
Joined the Company
Executive Officer, in charge of Building Construction Marketing& Sales, Tokyo Main Office[Reappointment]
April 2012Managing Officer,
Deputy General Officer in charge of Business Headquarters
22,000Morio Yamakoshi
June 2012
Director, Managing Officer,(September 3, 1955)
Deputy Officer in charge of Business Headquarters
January 2013
Director, Managing Officer,
Officer in charge of President’s Office
April 2015
Director, Managing Officer,
Officer in charge of President’s Office and Overseas Operations
April 2017
Director, Senior Managing Officer,
Officer in charge of President’s Office and Overseas Operations(to present)[Reason for nomination as candidate for Director]
Mr. Yamakoshi has been nominated as a candidate for Director for his background as set forth above and with recognition
to his management experience and insight, acquired through his career in a financial institution, along with the fact that hehas extensive knowledge in overall operations, mainly within the Company’s Main Office and its Overseas Operations.
There are no special interests between the Company and Mr. Yamakoshi.

-7-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

April 1974
October 2003

5

Note:

No.

Joined the Company
General Manager Civil Engineering Division,
Osaka Main Office
October 2007
General Manager in charge of Civil Engineering Division,
Osaka Main Office
April 2009
Deputy General Manager in charge of Osaka Main Office(in charge of Civil Engineering)
April 2010
Executive Officer, Deputy Officer in charge of Osaka Main
Office (in charge of Civil Engineering),
Deputy Officer in charge of Corporate Planning Headquarters(in charge of Civil Engineering)
December 2011 Executive Officer, Deputy Officer in charge of Osaka Main
Office (in charge of Civil Engineering),
Deputy Officer in charge of Business Headquarters[Reappointment](in charge of Civil Engineering)
April 2012
Executive Officer,
17,000
Tatsuyuki Kojima
Officer in charge of Civil Construction Headquarters(June 13, 1950)
June 2012
Director, Executive Officer,
Officer in charge of Civil Construction Headquarters
April 2014
Director, Managing Officer,
Officer in charge of Civil Construction Headquarters
April 2015
Director, Managing Officer,
Officer in charge of Civil Construction Headquarters and Safety
Control & Environmental Management Division
April 2017
Director, Senior Managing Officer,
Officer in charge of Civil Construction Headquarters and Safety
Control & Environmental Management Division
April 2018
Director, Senior Managing Officer,
Deputy Officer in charge of Safety Control, Quality &Environmental Management Headquarters, in charge of Civil
Engineering (to present)[Reason for nomination as candidate for Director]
Mr. Kojima has been nominated as a candidate for Director for his background as set forth above and because he has
extensive experience in overall operations and management, mainly within the Company’s civil construction business.
There are no special interests between the Company and Mr. Kojima.

Name(Date of birth)

Past experience, positions
and significant concurrent positions
April 1980
April 2012

6

Note:

Number ofshares of theCompany held

Joined the Company
General Manager, Building Construction Department, Tokyo
Main Office
January 2016
Deputy General Manager of Tokyo Main Office[Reappointment](in charge of Building Construction)
April 2016
Managing Officer, Officer in charge of Tokyo Main Office
3,097
Yuichi Tateishi
June 2017
Director, Managing Officer, Officer in charge of Tokyo Main
(December 26, 1955)
OfficeApril 2018
Director, Managing Officer, Officer in charge of Tokyo Main
Office, Deputy Officer in charge of Building Construction
Headquarters (to present)[Reason for nomination as candidate for Director]
Mr. Tateishi has been nominated as a candidate for Director for his background as set forth above and because he has
extensive experience in overall operations and management, mainly within the building construction business of theCompany’s Tokyo Main Office.
There are no special interests between the Company and Mr. Tateishi.

-8-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

April 1974
April 2013

7

Note:

No.

Joined the Company
General Manager, Building Construction Department, Osaka
Main Office[New appointment]
April 2015
Executive Officer, Deputy Officer in charge of Osaka Main
Office (in charge of Building Construction)
9,000
Yukihiro Ueshiba
April 2017Managing Officer, Officer in charge of Osaka Main Office(April 8, 1955)
April 2018
Managing Officer, Officer in charge of Osaka Main Office,Deputy Officer in charge of Building Construction Headquarters(to present)[Reason for nomination as candidate for Director]
Mr. Ueshiba has been nominated as a candidate for Director for his background as set forth above and because he has
extensive experience in overall operations and management, mainly within the building construction business of theCompany’s Osaka Main Office.
There are no special interests between the Company and Mr. Ueshiba.

Name(Date of birth)

Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

April 1970
June 1995
June 1998
March 2004
April 2004

8

Notes:

Joined NHK (Japan Broadcasting Corporation)
News Commentator
Chief News Commentator
Retired from NHK
Visiting Professor, Tokyo University of Agriculture and[Reappointment]
Technology, Graduate School[Outside Director]
March 2005
Retired from position of Visiting Professor, Tokyo University of[Independent
Agriculture and Technology, Graduate School
Officer]
April 2005
Professor, College of Humanities and Director,
Media Education Center, Chubu University
Hiroyasu Saito
March 2015
Retired from position of Professor, College of Humanities andDirector, Media Education Center, Chubu University(March 17, 1947)
June 2015
Specialist Committee Member,
NHK Global Media Services, Inc.
June 2016
Outside Director of the Company (to present)
September 2017 Retired from position of Specialist Committee Member,
NHK Global Media Services, Inc.
September 2017 Journalist (to present)[Reason for nomination as candidate for Outside Director and reason why the Company has determined that he is capableof properly performing duties as Outside Director]
Mr. Saito has been nominated as a candidate for Outside Director for his background as set forth above, and because theCompany believes that his extensive knowledge, expertise and experience as a journalist would be beneficial to ensuring
the legality of business execution of the Company, even though he has no experience in being directly involved in company
management.
1. There are no special interests between the Company and Mr. Saito.
2. Mr. Saito will have served as an Outside Director of the Company for two years at the conclusion of this year’s Annual
General Meeting of Shareholders.
3. The Company has concluded a limitation of liability agreement with Mr. Saito to limit his liability to the amountstipulated by laws and regulations so that he may fully perform his duties as Outside Director.
4. The Company has designated Mr. Saito as an Independent Officer and has notified the Tokyo Stock Exchange as such.

-9-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

April 1971

9

Notes:

Joined the Ministry of Construction (current Ministry of Land,
Infrastructure, Transport and Tourism)
October 1999
Director-General, Shikoku Region Construction Bureau (current
Shikoku Regional Development Bureau, Ministry ofConstruction)[Reappointment]
November 2001 Director, Water Resources Development Public Corporation[Outside Director](current Japan Water Agency)[Independent
May 2008
Head Director, Shikoku Kensetsu Kosaikai Inc Association
Officer](Shikoku Create Association)
Advisor, Shikoku Kensetsu Kosaikai Inc Association (Shikoku
Masafumi Fukuda June 2017
Create Association) (to present)(August 25, 1944)
June 2017
Outside Director of the Company (to present)[Significant concurrent positions]
・Advisor, Shikoku Kensetsu Kosaikai Inc Association (Shikoku Create Association)
・Visiting Professor emeritus, Kochi University of Technology[Reason for nomination as candidate for Outside Director and reason why the Company has determined that he is capableof properly performing duties as Outside Director]
Mr. Fukuda has been nominated as a candidate for Outside Director for his background as set forth above, and because theCompany believes that his extensive knowledge, expertise and experience acquired from having been involved in theconstruction field for many years would be beneficial to ensuring the legality of business execution of the Company, eventhough he has no experience in being directly involved in company management.
1. There are no special interests between the Company and Mr. Fukuda.
2. Mr. Fukuda will have served as an Outside Director of the Company for one year at the conclusion of this year’s Annual
General Meeting of Shareholders.
3. The Company has concluded a limitation of liability agreement with Mr. Fukuda to limit his liability to the amountstipulated by laws and regulations so that he may fully perform his duties as Outside Director.
4. The Company has designated Mr. Fukuda as an Independent Officer and has notified the Tokyo Stock Exchange as such.

- 10 -

Proposal 4:

Election of One (1) Statutory Auditor

The term of office of Statutory Auditor Takashi Ishijima will expire at the conclusion of this year’s
Annual General Meeting of Shareholders. Accordingly, the election of one (1) Statutory Auditor is proposed.
The Board of Statutory Auditors has previously given its approval to this proposal.
The candidate is as follows:
Name(Date of birth)

Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

March 1983
August 1998

Registered as Certified Public Accountant
Representative Partner, Century Audit Corporation (current
Ernst & Young ShinNihon LLC)
March 2003
Retired from position of Representative Partner, Century Audit
Corporation (current Ernst & Young ShinNihon LLC)
[Reappointment]
April 2003
Associate Professor, Contemporary Management and[Outside Statutory
Information Faculty, Osaka Seikei University
Auditor]June 2003
Outside Auditor, San-Ei Gen F.F.I., Inc. (to present)[Independent Officer]
1,000
April 2007
Professor, Hosei Business School of Innovation Management (topresent)
Takashi Ishijima
June 2010
Statutory Auditor of the Company (to present)(November 8, 1957)
June 2017
Part-time Director, The Sugamo Shinkin Bank (to present)[Significant concurrent positions]・Professor, Hosei Business School of Innovation Management
・Outside Auditor, San-Ei Gen F.F.I., Inc.
・Part-time Director, The Sugamo Shinkin Bank
[Reason for nomination as candidate for Outside Statutory Auditor and reason why the Company has determined that he iscapable of properly performing duties as Outside Statutory Auditor]
Mr. Ishijima has been nominated as a candidate for Outside Statutory Auditor because the Company believes that, even though he
has no experience in being directly involved in company management, his qualification as Certified Public Accountant and his
wealth of expertise and extensive experience in his field of specialization as a graduate school professor can be utilized in the
Company’s auditing structure if he is appointed as Statutory Auditor.
Notes:

1. There are no special interests between the Company and Mr. Ishijima.
2. Mr. Ishijima will have served as an Outside Statutory Auditor of the Company for eight years at the conclusion of thisyear’s Annual General Meeting of Shareholders.
3. The Company plans to conclude a limitation of liability agreement with Mr. Ishijima, if he is appointed as Outside
Statutory Auditor, to limit his liability to the amount stipulated by laws and regulations so that he may fully perform his
duties as Outside Statutory Auditor.
4. The Company has designated Mr. Ishijima as an Independent Officer and has notified the Tokyo Stock Exchange assuch.

- 11 -

Proposal 5:

Election of One (1) Substitute Statutory Auditor

To prepare against any shortfall in the number of auditors prescribed in laws and regulations, the electionof one (1) Substitute Outside Statutory Auditor as an Outside Statutory Auditor to fill in for Outside
Statutory Auditors Takashi Ishijima and Mamoru Yamawaki is proposed.
The Board of Statutory Auditors has previously given its approval to this proposal.
The candidate is as follows:
Name(Date of birth)

Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

Registered as Attorney
Joined Takebayashi / Hata / Nakagawa / Fukushima Law Office
October 2004
Lecturer, Kyoto Sangyo University Law School
April 2008
Lecturer, Kyoto University Law School
Ryutaro Takebayashi
June 2013
Substitute Corporate Auditor, Shikibo Ltd.
(December 10, 1964) June 2014
Substitute Statutory Auditor of the Company (to present)[Reason for nomination as candidate for Outside Statutory Auditor and reason why the Company has determined that he iscapable of properly performing duties as Outside Statutory Auditor]
Mr. Takebayashi has been nominated as a candidate for Substitute Statutory Auditor to ensure the legality of business executionof the Company if he is appointed as Statutory Auditor, given his expertise as an attorney and extensive knowledge, experience,etc. in corporate legal affairs, even though he has no experience in being directly involved in company management.

[Outside Statutory
Auditor][Independent Officer]

Notes:

April 1997

1. There are no special interests between the Company and Mr. Takebayashi.
2. The Company plans to conclude a limitation of liability agreement with Mr. Takebayashi, if he is appointed as Outside
Statutory Auditor, to limit his liability to the amount stipulated by laws and regulations so that he may fully perform his
duties as Outside Statutory Auditor.
3. The Company will designate Mr. Takebayashi as an Independent Officer as provided for by the Tokyo Stock Exchange,
upon his appointment as Outside Statutory Auditor.

- 12 -