Toyo Construction’s Criteria for Determining Independence of Outside Directors

From among candidates for outside director and outside auditor, any other person than those set forth in any of the following 1 to 10 is appointed as “Independent Outside Director”.

1. A person who, at present or in the past, is or was an executing person of the Company and/or its group companies.
2. A shareholder or its executing person who holds 10% or more of a total number of voting rights of the Company share.
3. An executing person of a company whose voting rights are held by the Company and/or its group companies, directly or indirectly, with 10% or more of a total number of voting rights.
4. An executing person of a client whose sales account for 2% or more of consolidated sales of both or either of the Company group or a company to which a candidate belonged in any of the past three business years.
5. An executing person of a financial institution which is a major lender shown in the immediately preceding annual report.
6. A person set forth in any of the preceding 2 through 5 in any of the past three years.
7. A person belonging to an audit corporation which conducts the accounting audit of the Company.
8. An expert such as an attorney, accountant or consultant (In the case of a recipient of remuneration being a corporation, a person belonging to the corporation) which has received \ 5 million or more of remuneration on average for the past three years from the Company and/or its group companies.
9. A person belonging to a university or association which has received \10 million or more of donation on average for the past three years from the Company and/or its group companies.
10. A spouse or relative within the second degree of a person set forth in any of the preceding 1 through 9.