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
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Securities Code 1833)
June 5, 2024
(Date of commencement of electronic provision measures: May 29, 2024)
To Shareholders with Voting Rights:
Takanori Okumura
President and Representative Director
OKUMURA CORPORATION
2-2-2, Matsuzaki-cho, Abeno-ku,
Osaka-shi, Osaka

NOTICE OF
THE 87TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
Notice is hereby given that the 87th Annual General Meeting of Shareholders of OKUMURA
CORPORATION (the “Company”) will be held for the purposes as described below.
In convening this General Meeting of Shareholders, the Company has taken electronic provision measures,
which provide information contained in the Reference Documents, etc. for the General Meeting of Shareholders(the “matters subject to electronic provision measures”) in electronic format, and has posted this information on
the following Company website. Please access the website to review the information.
The Company website:
https://www.okumuragumi.co.jp/en/ir/kabunushi/
The Company has also posted this information on the website of Tokyo Stock Exchange (TSE). To view the
information, please access the TSE website (Listed Company Search), input the issue name (OKUMURA
CORPORATION) or securities code (1833), and click “Search” to find search results. Then, click on “Basic
information” and “Documents for public inspection/PR information” in this order to find “[Notice of General
Shareholders Meeting /Informational Materials for a General Shareholders Meeting]” in the “Filed information
available for public inspection” section.
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you are unable to attend the meeting, you can exercise your voting rights in writing or via the Internet, etc.
Please review the attached Reference Documents for the General Meeting of Shareholders, and exercise yourvoting rights in accordance with the guide below.

-1-1. Date and TimeThursday, June 27, 2024 at 10:00 a.m. (Japan time)
2. Place
Head Office of the Company, located at2-2-2, Matsuzaki-cho, Abeno-ku, Osaka-shi, Osaka

3. Meeting Agenda
Matters to be reported:

Proposals to be resolved:

1. The Business Report and the Consolidated Financial Statements for the87th Fiscal Year (April 1, 2023–March 31, 2024) and results of audits of
the Consolidated Financial Statements by the Accounting Auditor and the
Audit and Supervisory Committee
2. Non-consolidated Financial Statements for the 87th Fiscal Year (April 1,
2023–March 31, 2024)

Proposal 1: Appropriation of Surplus
Proposal 2: Election of Eight (8) Directors (Excluding Directors Who Are
Audit and Supervisory Committee Members)
Proposal 3: Election of Five (5) Directors Who Are Audit and Supervisory
Committee Members◎ Among the matters subject to electronic provision measures, the following matters will not be provided in thepaper copy to shareholders who made a request for delivery of documents in accordance with the provisions oflaws and regulations and the Articles of Incorporation of the Company. The Accounting Auditor and the Audit
and Supervisory Committee have audited documents subject to audit, which include the following matters:(1) Notes to the Consolidated Financial Statements(2) Notes to the Non-consolidated Financial Statements◎ If any amendments are made to matters subject to the electronic provision measures, such amendments will be
posted on the respective websites where the matters are posted.

-2-

Guide to Exercising Voting Rights
When Attending the General Meeting of Shareholders
Date and time of the General Meeting of Shareholders
Thursday, June 27, 2024, at 10:00 a.m. (Japan time)・ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
・ To save electricity, the venue will be moderately air-conditioned and the Cool Biz (light clothing) dress code
will be observed at the meeting. Shareholders who attend the meeting are encouraged to wear light clothing.

If You Are Unable to Attend the Meeting◎ Exercising Voting Rights in Writing
Deadline for Exercise
To be received by no later than 5:15 p.m. Wednesday, June 26, 2024 (Japan time)・ Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form, andreturn it so that it is received by the deadline for exercise. Furthermore, if there is no indication of a vote foror against any proposal, it shall be treated as an indication of consent for the proposal.

◎ Exercising Voting Rights via the Internet, etc.
Deadline for Exercise
Wednesday, June 26, 2024 at 5:15 p.m. (Japan time)・ Please access the voting rights exercise website, and enter your vote for or against the proposals by following
the guidance onscreen.
Voting rights exercise website: https://www.web54.net
・ Shareholders may use the voting rights exercise website for smartphones (“smart voting”).
Please refer to the next page for details.
●

If voting rights are exercised both in writing and via the Internet, etc., the vote received via the Internet, etc.
will be treated as the valid exercise of voting rights. In addition, if voting rights are exercised multiple times
via the Internet, etc., the final vote exercised will be treated as the valid exercise of voting rights.

-3-

Guide to Exercising Voting Rights via the Internet, etc.
Exercise of voting rights via the Internet is only possible by accessing the voting rights exercise website
designated by the Company.

Deadline for Exercise: Wednesday, June 26, 2024 at 5:15 p.m. (Japan time)
The voting rights exercise website: https://www.web54.net
How to exercise voting rights with “smart voting”
By scanning the “smartphone voting website login QR Code” printed on the enclosed Voting Rights Exercise
Form, you can access the voting rights exercise website without entering the “voting rights exercise code” and“password.”* QR Code is a registered trademark of DENSO WAVE INCORPORATED.
You can exercise your voting rights ONLY ONCE with “smart voting.”
To change your vote after exercising your voting rights, it is required to enter the “voting rights exercise code”
and “password.”* Connection fees to providers and telecommunications fees, etc. to telecommunication carriers arising fromusing the voting rights exercise website shall be borne by the shareholder.
How to enter the voting rights exercise code and password
Steps to follow when using the voting rights exercise website:
Please access the voting rights exercise website and enter the “voting rights exercise code” printed on theenclosed Voting Rights Exercise Form. After logging into the website, please enter the “password” and register
your vote for or against the proposals by following the guidance onscreen.

Inquiries concerning theexercise of voting rights via
the Internet

For inquiries concerning the exercise of voting rights via the Internet,
please contact:
Sumitomo Mitsui Trust Bank, Limited
Securities Agent Web Support Hotline
0120-652-031 [Business hours: 9:00 a.m.–9:00 p.m. (Japan time)]

For Institutional Investors
Institutional investors may exercise voting rights via electromagnetic means from the “Electronic Voting System
Platform” operated by ICJ, Inc.

-4-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Appropriation of Surplus
The Company recognizes the distribution of profits as one of the most important managerial issues.
For the fiscal year under review, the Company proposes the year-end dividend and the appropriationof surplus as shown below based on its policy to return profits to shareholders in line with a payout
ratio (consolidated) of 70% or more (regardless of the Company’s business performance, set aminimum DOE ratio of 2.0%) in comprehensive consideration of the Company’s financial situationand other factors.
Note) DOE = Total annual dividends (interim + year-end) / equity

1. Year-end dividend(1) Type of property for dividend
Cash(2) Allotment of property for dividends to shareholders and total amount thereof¥160 per share of the Company’s common stock
Total amount: ¥5,936,450,720
The total annual dividend for the term will be ¥237 per share combined with theinterim dividend of ¥77.
(3) Effective date of distribution of surplus
June 28, 2024
2. Appropriation of surplus(1) Item and amount of surplus that will increase
General reserve(2) Item and amount of surplus that will decrease
Retained earnings brought forward-5-¥3,600,000,000¥3,600,000,000

Proposal 2: Election of Eight (8) Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)
The term of office of all of the seven (7) current Directors (excluding Directors who are Audit andSupervisory Committee Members; the same applies hereinafter for Proposal 2) will expire at the conclusionof this General Meeting of Shareholders. In addition, Atsushi Tanaka, who had served as Director, passed away
on February 19, 2024 and resigned as Director. Therefore, the election of eight (8) Directors is proposed.
As regards this proposal, the Audit and Supervisory Committee has expressed the opinion that thecandidates are appropriate as Directors of the Company.
The candidates are as follows:
No.

Name

Positions and responsibilities

Attendance at meetingsof the Board of Directors(number of times
attended / number of
meetings)

1

Takanori Okumura

Male
Reelection

President and Representative Director

100%(14 times / 14 times)

2

Masahiro Kaneshige

Male
Reelection

Representative Director and Senior Managing
Executive Officer
General Manager of Marketing & Sales Headquarters

100%(14 times / 14 times)

3

Tamotsu Tsuchiya

Reelection

Director and Managing Executive Officer
General Manager of Building Headquarters

100%(14 times / 14 times)

4

Kunitake KonishiMale
New election

Managing Executive Officer
General Manager of West Japan Branch Office—5

Masanari KashikiMale
New election

Managing Executive Officer
General Manager of East Japan Branch Office—6

Yasuyuki Nakatani

Male
Reelection

Director and Managing Executive Officer
General Manager of Civil Engineering Headquarters

100%(10 times / 10 times)

7

Hiroyuki Matsushima

Male
New election

Executive Officer
General Manager of Administration Headquarters—

Rieko Ueda

FemaleReelection
OutsideIndependent

Director

8
Note:

Male

100%
(14 times / 14 times)

The attendance at meetings of the Board of Directors of Yasuyuki Nakatani is shown only at meetings of the Board of Directors
held after his election as Director at the 86th Annual General Meeting of Shareholders held on June 29, 2023.

-6-

No.

1 Takanori Okumura(March 15, 1962)

Male
Reelection● Career summary, positions, responsibilities and significant concurrent positions

April 1986
May 1994
June 1994
December 1995
● Number of shares of

the Company held
480,457 shares● Attendance atmeetings of theBoard of Directors
100% (14/14)

April 2001

Joined the Company
Deputy General Manager
of Kansai Branch OfficeDirector
General Manager ofMarketing & Sales
Department, Tokyo Branch
OfficeManaging Director

April 2001
December 2001

In charge of Marketing &Sales
President andRepresentative Director(current position)< Significant concurrent positions >Chair of National General Contractors
Association of Japan

Reason for Nomination as a Candidate for Director
Takanori Okumura has demonstrated strong leadership at the forefront of management as
President and Representative Director, and has deep knowledge of general management in theconstruction industry, and therefore he is nominated as a candidate.

No.

2 Masahiro Kaneshige(March 8, 1966)

Male
Reelection● Career summary, positions, responsibilities and significant concurrent positions

April 1988
April 2015

● Number of shares of

the Company held

April 2019
April 2019

10,321 shares● Attendance atmeetings of theBoard of Directors
100% (14/14)

April 2020

Joined the Company
General Manager of Building
Marketing & SalesManagement Department,
Tokyo Branch, East Japan
Branch Office
Executive Officer
General Manager of Tokyo
Branch, East Japan Branch
OfficeManaging Executive
Officer

April 2020
June 2020
April 2024
April 2024

General Manager of East
Japan Branch OfficeDirector and Managing
Executive Officer
Representative Director andSenior Managing Executive
Officer (current position)
General Manager ofMarketing & Sales
Headquarters (current
position)

Reason for Nomination as a Candidate for Director
Masahiro Kaneshige has served in positions including General Manager of Tokyo Branch, East
Japan Branch Office; General Manager of East Japan Branch Office; and General Manager ofMarketing & Sales Headquarters, and possesses abundant specialist knowledge through his
experience over many years in civil engineering-related, and marketing- and sales-related
departments, in addition to deep knowledge of the Company’s operations, and therefore he isnominated as a candidate.

-7-

No.

3 Tamotsu Tsuchiya(February 8, 1959)

Male
Reelection● Career summary, positions, responsibilities and significant concurrent positions

April 1981
April 2012

April 2018
● Number of shares of

the Company held
10,730 shares

April 2019

● Attendance atmeetings of theBoard of Directors
100% (14/14)

Joined the Company
General Manager of
Building Cost Control
Department, East Japan
Branch Office
General Manager in chargeof Cost Control, Building
Cost Control Department,
East Japan Branch Office
Deputy General Manager of
Safety, Quality &Environment Headquarters

April 2020
April 2020
April 2021
April 2021
June 2021

Executive Officer
General Manager of Safety,
Quality & Environment
Headquarters
Managing Executive
Officer
General Manager of
Building Headquarters(current position)
Director and Managing
Executive Officer (current
position)

Reason for Nomination as a Candidate for Director
Tamotsu Tsuchiya has served in positions including Deputy General Manager of Safety, Quality& Environment Headquarters; General Manager of Safety, Quality & Environment Headquarters;
and General Manager of Building Headquarters, and possesses abundant specialist knowledge
through his experience over many years in building-related departments, in addition to deep
knowledge of the Company’s operations, and therefore he is nominated as a candidate.

No.

4 Kunitake Konishi●

the Company held
9,825 shares

Male
New election

Career summary, positions, responsibilities and significant concurrent positions

April 1989
April 2019
April 2019

● Number of shares of(January 3, 1964)

Joined the Company
Executive Officer
Deputy General Manager ofWest Japan Branch Office(in charge of Building
Business)

April 2024
April 2024

Managing Executive
Officer (current position)
General Manager of WestJapan Branch Office(current position)

Reason for Nomination as a Candidate for Director
Kunitake Konishi has served in positions including Deputy General Manager of West Japan
Branch Office and General Manager of West Japan Branch Office, and possesses abundant specialist
knowledge through his experience over many years in building-related departments, in addition to
deep knowledge of the Company’s operations, and therefore he is nominated as a candidate.

-8-

No.

5 Masanari Kashiki(September 28, 1963)

Male
New election● Career summary, positions, responsibilities and significant concurrent positions

April 1989
April 2017

December 2017
● Number of shares of

the Company held
7,537 shares
April 2018

Joined the Company
General Manager of Civil
Engineering and Works
Department, East Japan
Branch Office
General Manager of Civil
Engineering and Works
Department and General
Manager of Renewal
Technology Department,
East Japan Branch Office
General Manager of Civil
Engineering and Works
Department, East Japan
Branch Office

December 2018

April 2019

April 2020
April 2020
April 2024
April 2024

General Manager of Civil
Engineering and Works
Department and General
Manager of Second Civil
Engineering Department,
East Japan Branch Office
General Manager of Civil
Engineering and Works
Department, East Japan
Branch Office
Executive Officer
General Manager of
Tohoku Branch, East Japan
Branch Office
Managing Executive
Officer (current position)
General Manager of East
Japan Branch Office(current position)

Reason for Nomination as a Candidate for Director
Masanari Kashiki has served in positions including General Manager of Civil Engineering andWorks Department, East Japan Branch Office; General Manager of Tohoku Branch, East Japan
Branch Office; and General Manager of East Japan Branch Office, and possesses abundantspecialist knowledge through his experience over many years in civil engineering-related
departments, in addition to deep knowledge of the Company’s operations, and therefore he isnominated as a candidate.

-9-

No.

6 Yasuyuki Nakatani●

April 2019
● Number of shares of

the Company held
4,975 shares
meetings of theBoard of Directors

Male
Reelection

Career summary, positions, responsibilities and significant concurrent positions

April 1990
April 2018

● Attendance at(June 29, 1966)

July 2019100% (10/10)
April 2020

Joined the Company
General Manager of Third
Civil Engineering
Department, West Japan
Branch Office
General Manager of Kansai
Third Civil Engineering
Department and General
Manager of Renewal
Technology Department,
West Japan Branch Office
General Manager of Kansai
Third Civil Engineering
Department, West Japan
Branch Office
General Manager of Civil
Engineering and Works
Department and General
Manager of Kansai Third
Civil Engineering
Department, West Japan
Branch Office

January 2021

April 2022

April 2023
April 2023
June 2023
April 2024

General Manager of Civil
Engineering and Works
Department, West Japan
Branch Office
General Manager of Civil
Engineering Marketing &Sales Management
Department, Kansai
Branch, West Japan Branch
OfficeExecutive Officer
General Manager of Civil
Engineering Headquarters(current position)
Director and Executive
Officer
Director and Managing
Executive Officer (current
position)

Reason for Nomination as a Candidate for Director
Yasuyuki Nakatani has served in positions including General Manager of Civil Engineering andWorks Department, West Japan Branch Office; General Manager of Civil Engineering Marketing &Sales Management Department, Kansai Branch, West Japan Branch Office; and General Manager
of Civil Engineering Headquarters, and possesses abundant specialist knowledge through his
experience over many years in civil engineering-related departments, in addition to deep knowledgeof the Company’s operations, and therefore he is nominated as a candidate.

No.

7 Hiroyuki Matsushima●

Male
New election

Career summary, positions, responsibilities and significant concurrent positions

April 1990
April 2017

● Number of shares of

the Company held
8,071 shares(April 27, 1966)

April 2019

Joined the Company
Deputy General Manager of
East Japan Branch Office(in charge of
Administration) and
General Manager ofGeneral Affairs
Department, East Japan
Branch Office
Deputy General Manager of
East Japan Branch Office(in charge of
Administration)

April 2020
April 2021

April 2023
April 2024

Executive Officer (current
position)
Deputy General Manager ofWest Japan Branch Office(in charge of
Administration)
Deputy General Manager of
Administration
Headquarters
General Manager of
Administration
Headquarters (current
position)

Reason for Nomination as a Candidate for Director
Hiroyuki Matsushima has served in positions including Deputy General Manager of West Japan
Branch Office; Deputy General Manager of Administration Headquarters; and General Manager of
Administration Headquarters, and possesses abundant specialist knowledge through his experience
over many years in administrative departments, in addition to deep knowledge of the Company’s
operations, and therefore he is nominated as a candidate.

- 10 -

No.

8 Rieko Ueda

(December 18, 1961)

FemaleReelection
OutsideIndependent● Career summary, positions, responsibilities and significant concurrent positions

April 1984
August 2001
● Number of shares of

the Company held
600 shares

April 2016

Joined Daikin Industries,
Ltd.
President andRepresentative Director of
Mothernet Co., Ltd.
(current position)
Visiting Professor at
Otemon Gakuin University(current position)

May 2020

June 2022
June 2022

Managing Director of
Kansai Association of
Corporate Executives(current position)
Outside Director of
Torishima Pump Mfg. Co.,
Ltd. (current position)
Outside Director of theCompany (current position)● Attendance atmeetings of theBoard of Directors
100% (14/14)

Reason for Nomination as a Candidate for Outside Director and Summary of Expected Roles
Rieko Ueda has established and managed a company that provides comprehensive support toworking mothers, and has extensive knowledge of diversity, women empowerment, and work-stylereform, as well as deep insight into management, which is judged to be beneficial to ensuring theadequacy of management decisions of the Company, and therefore she is nominated as a candidate.
After her appointment, we expect that she will provide advice, etc. mainly from her perspective
as a founder and corporate manager, and fulfill her management supervision function from an
independent and objective standpoint as a member of the Nomination and Compensation
Committee, a voluntary advisory body to the Board of Directors.

Notes: 1. There are no special interests between each of the candidates and the Company.
2. Takanori Okumura is scheduled to retire from his position as Chair of National General Contractors Association ofJapan on June 4, 2024, at the end of his term.
3. Rieko Ueda is a candidate for Outside Director.
The Company has designated her as Independent Director provided by the Tokyo Stock Exchange and notified the
Exchange as such.
4. Rieko Ueda will have served as an Outside Director for two (2) years at the conclusion of this General Meeting of
Shareholders.
5. The Company has concluded a liability limitation contract with Rieko Ueda to ensure that she can fully perform her
expected role as a non-executive director. If the election of her is approved, the Company plans to continue the said
contract with her.
A summary of that agreement is as follows: In the event that a non-executive director is deemed to be liable for damages due to negligence of duties, the limit ofsaid liability shall be the minimum liability amount set forth in Article 425, Paragraph 1 of the Companies Act.
 The above limitation of liability shall only apply when the duties that give rise to said liability are performed in goodfaith and without gross negligence.
6. In order to ensure that directors can fully perform their expected roles, the Company has concluded with an insurancecompany a directors and officers liability insurance contract as stipulated in Article 430-3, Paragraph 1 of theCompanies Act. The contract designates all Directors as the insured and covers damages and litigation expenses
incurred by the insured if the insured is subject to a claim for damages during the insurance period due to an act
committed by them. However, the insurance contract includes a clause concerning a deductible and does not cover any
damages up to the deductible amount. The Company bears the entire premium, including special clauses, and theinsured is not responsible for paying any substantial premium. If Proposal 2 is approved as originally proposed, thesaid insurance contract will insure each of the candidates, and the Company will renew the contract continuously.

- 11 -

Proposal 3: Election of Five (5) Directors Who Are Audit and Supervisory Committee Members
The term of office of all of the five (5) current Directors who are Audit and Supervisory Committee
Members will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the election offive (5) Directors who are Audit and Supervisory Committee Members is proposed.
As regards this proposal, the consent of the Audit and Supervisory Committee has been obtained.
The candidates are as follows:
No.

Name

Positions and responsibilities

1

Tetsuo Kodera

Male
Reelection
OutsideIndependent

2

Akira SasakiMale
New election

Director (Audit and Supervisory Committee
Member)Executive Officer
In Charge of Internal Control

Male

3

Kenji Nishihara

Reelection
OutsideIndependent

Director (Audit and Supervisory Committee
Member)

Male

4

5

Eiji Maeda

Kyoko Hirose

Reelection
OutsideIndependent

Director (Audit and Supervisory Committee
Member)FemaleNew election
OutsideIndependent—- 12 -

Attendance at meetings of theBoard of Directors and the Audit
and Supervisory Committee(number of times attended /number of meetings)
Board of Directors
100%(14 times / 14 times)
Audit and Supervisory
Committee
100%(13 times / 13 times)—
Board of Directors
100%(14 times / 14 times)
Audit and Supervisory
Committee
100%(13 times / 13 times)
Board of Directors
100%(14 times / 14 times)
Audit and Supervisory
Committee
100%(13 times / 13 times)

—

No.

1 Tetsuo Kodera(March 21, 1953)

Male
Reelection
OutsideIndependent● Career summary, positions, responsibilities and significant concurrent positions

April 1984
July 2013
September 2015
● Number of shares of

the Company held

November 2015

1,812 shares

February 2016

● Attendance atmeetings of theBoard of Directors
100% (14/14)● Attendance atmeetings of the
Audit andSupervisory
Committee
100% (13/13)

Became prosecutor
Chief Prosecutor of
Sapporo District Public
Prosecutor’s Office
Registered as attorney-atlaw
Established Kodera Law
Office (current position)
Outside Corporate Auditorof Samty Co., Ltd.

June 2018

February 2019
February 2023

Outside Director (Audit andSupervisory Committee
Member) of the Company(current position)
Outside Director of Samty
Co., Ltd.
Outside Director (Audit andSupervisory Committee
Member) of Samty Co.,
Ltd. (current position)

Reason for Nomination as a Candidate for Outside Director and Summary of Expected Roles
Tetsuo Kodera has been engaged in corporate legal practice as an attorney-at-law and possesses
excellent expertise on law and deep insight into management, which is judged to be beneficial toensuring the legality of the business execution and the adequacy of management decisions of theCompany, and therefore he is nominated as a candidate.
After his appointment, we expect that he will provide advice, etc. mainly from his professional
perspective as an attorney-at-law and fulfill his management supervision function from an
independent and objective standpoint as the chair of the Nomination and Compensation Committee,
a voluntary advisory body to the Board of Directors.
He has no experience of being involved in the management of a company in any way other thanbeing an outside director or outside corporate auditor, but for the reasons stated above, we believethat he will be able to appropriately perform his duties as an Outside Director who is a member ofthe Audit and Supervisory Committee.

No.

2 Akira SasakiMale
New election(May 3, 1966)● Career summary, positions, responsibilities and significant concurrent positions

April 1990
April 2017

● Number of shares of

the Company held
8,988 shares

April 2019

April 2020

Joined the Company
Deputy General Manager ofWest Japan Branch Office(in charge of
Administration) and
General Manager ofGeneral Affairs
Department, West Japan
Branch Office
Deputy General Manager ofWest Japan Branch Office(in charge of
Administration)
Executive Officer (current
position)

April 2020

April 2021
April 2023

April 2024

Deputy General Manager of
Administration
Headquarters and General
Manager of Human
Resources Department
Deputy General Manager of
Administration
Headquarters
Deputy General Manager ofWest Japan Branch Office(in charge of
Administration)
In Charge of Internal
Control (current position)

Reason for Nomination as a Candidate for Director
Akira Sasaki has served in positions including Deputy General Manager of West Japan Branch
Office; Deputy General Manager of Administration Headquarters; and In Charge of Internal
Control, and possesses abundant specialist knowledge through his experience over many years in
administrative departments, in addition to deep knowledge of the Company’s operations, andtherefore he is nominated as a candidate.

- 13 -

No.

3 Kenji Nishihara(July 19, 1956)

Male
Reelection
OutsideIndependent● Career summary, positions, responsibilities and significant concurrent positions

March 1985
August 1998
● Number of shares of

the Company held

July 2019903 shares● Attendance atmeetings of theBoard of Directors
100% (14/14)● Attendance atmeetings of the
Audit andSupervisory
Committee
100% (13/13)

Registered as certified
public accountant
Representative Partner ofCentury Audit Corporation(currently Ernst & Young
ShinNihon LLC)
Established Nishihara CPA
Office (current position)

June 2020

June 2022

Outside Director (Audit andSupervisory Committee
Member) of the Company(current position)
Outside Director (Audit andSupervisory Committee
Member) of SHINYEIKAISHA (current position)

Reason for Nomination as a Candidate for Outside Director and Summary of Expected Roles
Kenji Nishihara has been engaged in corporate accounting practice as a certified public
accountant and possesses excellent expertise on accounting and deep insight into management,
which is judged to be beneficial to ensuring the appropriateness of the business execution and theadequacy of management decisions of the Company, and therefore he is nominated as a candidate.
After his appointment, we expect that he will provide advice, etc. mainly from his professional
perspective as a certified public accountant and fulfill his management supervision function froman independent and objective standpoint as a member of the Nomination and Compensation
Committee, a voluntary advisory body to the Board of Directors.
He has no experience of being involved in the management of a company in any way other thanbeing an outside director or outside corporate auditor, but for the reasons stated above, we believethat he will be able to appropriately perform his duties as an Outside Director who is a member ofthe Audit and Supervisory Committee.

No.

4 Eiji Maeda(August 24, 1961)

Male
Reelection
OutsideIndependent● Career summary, positions, responsibilities and significant concurrent positions

April 1985
May 2016
June 2020

Joined the Bank of Japan
Executive Director of the
Bank of Japan
Adviser of Chiba-Bank
Research Institute, Ltd.

June 2020

June 2022● Number of shares of

the Company held
600 shares

President andRepresentative Director of
Chiba-Bank ResearchInstitute, Ltd. (current
position)
Outside Director (Audit andSupervisory Committee
Member) of the Company(current position)● Attendance atmeetings of theBoard of Directors
100% (14/14)● Attendance atmeetings of the
Audit andSupervisory
Committee
100% (13/13)

Reason for Nomination as a Candidate for Outside Director and Summary of Expected Roles
Eiji Maeda has served in various important positions at the Bank of Japan and also been involvedin management of a company engaged in financial and economic research and management
consulting, etc. He possesses abundant specialist knowledge in finance and economics and deep
insight into management, which is judged to be beneficial to ensuring the adequacy of management
decisions of the Company, and therefore he is nominated as a candidate.
After his appointment, we expect that he will provide advice, etc. mainly from his professional
perspective as a corporate manager and fulfill his management supervision function from an
independent and objective standpoint as a member of the Nomination and Compensation
Committee, a voluntary advisory body to the Board of Directors.

- 14 -

No.

5 Kyoko Hirose(March 27, 1959)

FemaleNew election
OutsideIndependent● Career summary, positions, responsibilities and significant concurrent positions

March 1982
March 1983
December 2001
● Number of shares of

the Company held
600 shares

Joined Hirose
Manufacturing Co., Ltd.
Director of Hirose
Manufacturing Co., Ltd.
President andRepresentative Director of
Hirose Manufacturing Co.,
Ltd. (current position)

November 2020
May 2022

Vice-Chair of the Osaka
Chamber of Commerce andIndustry (current position)
Outside Director of Kintetsu
Department Store Co., Ltd.
(current position)

Reason for Nomination as a Candidate for Outside Director and Summary of Expected Roles
Kyoko Hirose has been involved in management of a company that manufactures and sells
industrial sewing machine parts, and has been holding an important position at the Osaka Chamberof Commerce and Industry, where she has focused her efforts on empowering women. She has
extensive knowledge of diversity and women empowerment, as well as deep insight into
management, which is judged to be beneficial to ensuring the adequacy of management decisionsof the Company, and therefore she is nominated as a candidate.
After her appointment, we expect that she will provide advice, etc. mainly from her professional
perspective as a corporate manager and fulfill her management supervision function from an
independent and objective standpoint as a member of the Nomination and Compensation
Committee, a voluntary advisory body to the Board of Directors.
Notes: 1. There are no special interests between each of the candidates and the Company.
2. Tetsuo Kodera is scheduled to be appointed as an Outside Director (Audit and Supervisory Committee Member) of
Samty Holdings Co., Ltd. effective June 3, 2024 following the transition of Samty Co., Ltd. to a holding company
structure.
3. Tetsuo Kodera, Kenji Nishihara, Eiji Maeda and Kyoko Hirose are candidates for Outside Director.
4. Tetsuo Kodera, Kenji Nishihara and Eiji Maeda are Independent Directors as set forth in the rules of the Tokyo Stock
Exchange and have been filed accordingly.
Kyoko Hirose is a candidate for Independent Director as set forth in the rules of the Tokyo Stock Exchange.
5. Tetsuo Kodera will have served as an Outside Director who is an Audit and Supervisory Committee Member for six(6) years at the conclusion of this General Meeting of Shareholders.
Kenji Nishihara will have served as an Outside Director who is an Audit and Supervisory Committee Member for four(4) years at the conclusion of this General Meeting of Shareholders.
Eiji Maeda will have served as an Outside Director who is an Audit and Supervisory Committee Member for two (2)years at the conclusion of this General Meeting of Shareholders.
6. The Company has concluded a liability limitation contract with Tetsuo Kodera, Kenji Nishihara and Eiji Maeda toensure that they can fully perform their expected roles as non-executive directors. If the election of them is approved,
the Company plans to continue the said contract with then.
In addition, if the election of Akira Sasaki and Kyoko Hirose is approved, the Company plans to conclude the same
liability limitation contract with them.
A summary of that agreement is as follows: In the event that a non-executive director is deemed to be liable for damages due to negligence of duties, the limit ofsaid liability shall be the minimum liability amount set forth in Article 425, Paragraph 1 of the Companies Act.
 The above limitation of liability shall only apply when the duties that give rise to said liability are performed in goodfaith and without gross negligence.
7. In order to ensure that directors can fully perform their expected roles, the Company has concluded with an insurancecompany a directors and officers liability insurance contract as stipulated in Article 430-3, Paragraph 1 of theCompanies Act. The contract designates all Directors as the insured and covers damages and litigation expenses
incurred by the insured if the insured is subject to a claim for damages during the insurance period due to an act
committed by them. However, the insurance contract includes a clause concerning a deductible and does not cover any
damages up to the deductible amount. The Company bears the entire premium, including special clauses, and theinsured is not responsible for paying any substantial premium. If Proposal 3 is approved as originally proposed, thesaid insurance contract will insure each of the candidates, and the Company will renew the contract continuously.

- 15 -

Reference:

Composition of the Board of Directors[Percentage of Women on the Board of Directors: approx. 15%]

If Proposals 2 and 3 are approved as originally proposed, the composition of the Company’s Board of
Directors and the expertise and experience of each Director will be as follows:
Position and Responsibilities

Name
Takanori Okumura

Male

President and Representative Director

Masahiro Kaneshige

Male

Representative Director and Senior Managing Executive Officer
General Manager of Marketing & Sales Headquarters

Tamotsu Tsuchiya

Male

Director and Managing Executive Officer
General Manager of Building Headquarters

Kunitake Konishi

Male

Director and Managing Executive Officer
General Manager of West Japan Branch Office

Masanari Kashiki

Male

Director and Managing Executive Officer
General Manager of East Japan Branch Office

Yasuyuki Nakatani

Male

Director and Managing Executive Officer
General Manager of Civil Engineering Headquarters

Hiroyuki Matsushima

Male

Representative Director and Managing Executive Officer
General Manager of Administration Headquarters

Rieko Ueda

Female Outside Independent

Director

Tetsuo Kodera

Male

Director (Audit and Supervisory Committee Member)

Akira Sasaki

MaleKenji Nishihara

Male

Outside Independent

Director (Audit and Supervisory Committee Member)

Eiji Maeda

Male

Outside Independent

Director (Audit and Supervisory Committee Member)

Kyoko Hirose

Female Outside Independent

Director (Audit and Supervisory Committee Member)

Outside Independent

Director (Full-time Audit and Supervisory Committee Member)

Notes: 1. The above does not represent the entire expertise and experience of each Director.
2. In the Nomination and Compensation Committee and ESG/SDGs Promotion Committee columns, “◎” indicates thechair and “〇” indicates a member.
3. The “Consistency with the Medium-Term Business Plan” section indicates items that are particularly relevant to thebasic policies of the business strategies set forth in the Medium-Term Business Plan (FY2022-2024).

- 16 -

Corporate
management

Finance/
Accounting

Legal/Riskmanagement/
Compliance

Sales/
MarketingConstruction
technology

●

●

●

●

●

●

●

●
●

Overseasbusiness

Nomination
andCompensation
Committee

ESG/SDGs
Promotion
Committee

●

○

◎

○

○

●

●

○

●

●

●

○

●

●

●

●

○
●

●

●

Personnel
affairs/
Diversity

●

○
●

○

●

○

●

●
●

●

●

●

●

●

◎

●
○
●

●

●

●

- 17 -○●○○

Our Approach to the Composition of the Board of Directors
As the Company looks ahead to the achievement of the “Vision toward 2030” formulated in April
2019, it is promoting the Medium-Term Business Plan (FY2022–FY2024) with the basic policies ofbusiness strategy, namely to “increase corporate value,” “expand business domains,” and “utilize
human resources.” Based on this business strategy, the Company identifies the main skills, etc. that theBoard of Directors should have, and endeavors to ensure the appropriate composition of the Board of
Directors as a whole, taking into consideration the balance and diversity of its knowledge, experience,
and abilities.
In addition, the Company has appointed Executive Officers, etc. to head the following headquarters:in order to “increase corporate value,” the ICT Management Center, which is responsible for improving
productivity through the use of ICT, and the Technology Headquarters, which is responsible for
improving technological superiority by promoting technological development; in order to “expand
business domains,” the Investment Development Headquarters, which is responsible for strengthening
real estate business and promoting new businesses; and in order to “utilize human resources,” theSafety, Quality & Environment Headquarters, which is responsible for quality and environmental
management, as well as safety management, a key prerequisite for achieving the goal. Those Executive
Officers share information on the status of promotion in their respective fields at meetings of the Boardof Directors, thereby enhancing the effectiveness of the Board.
Furthermore, the Company has established the Nomination and Compensation Committee, chairedby an independent outside director and composed of a majority of independent outside directors, toimprove objectivity and transparency in the process of determining director nominations,compensation, etc. Candidates for directors are deliberated by the Nomination and Compensation
Committee in consultation with the Board of Directors and are determined by resolution of the Boardof Directors based on the Committee’s report. Moreover, the ESG/SDGs Promotion Committee, which
includes seven executive directors as members, has been established to address issues related tosustainability through business activities.

- 18 -

Cross-shareholdings[Ownership Policy]
The Company owns cross-shareholdings for the purpose of maintaining and strengthening business
relationships, and only when such holdings contribute to improving the Company’s corporate value
over the medium to long term. The Board of Directors annually reviews the cross-shareholdings. The
Company keeps the cross-shareholdings, if the Board of Directors determines that the Company can
expect to secure medium- to long-term construction orders by strengthening business relationships andother factors through these holdings, thereby contributing to the improvement of the Company’s
corporate value. In cases where the Board judges that the holding has little significance, the Company
will reduce the holding or otherwise review it, while implementing dialogues and negotiations with theshareholding party.
[Reduction Plan]
In the Medium-Term Business Plan (FY2022–2024), the Company aims to further reduce its crossshareholdings to 20% or less of consolidated net assets by the end of March 2025.
In FY2023, the number of listed issues was reduced to 32, and their percentage of shares in
consolidated net assets reached 17.1%. Although the above target was achieved, the Company willcontinue efforts to reduce its cross-shareholdings.
Proceeds from the sale of these shares will be used to invest in growth to realize our “Vision toward2030.”* The Company does not have “deemed holdings of shares.”- 19 -

Appendix

Business Report(April 1, 2023–March 31, 2024)

1. Status of the Corporate Group(1) Business Progress and Results
During the fiscal year ending on March 31, 2024 (the “fiscal year under review”), social andeconomic activities in Japan have moved toward normalization due to the reclassification of COVID19 to a Class 5 infectious disease, etc. However, Japanese economic recovery remained at a slow
pace due to continued inflation and the slowdown in overseas economies. Under these circumstances,the construction industry remained unpredictable mainly due to the persistently high material prices,
although construction investment remained strong.
At the Group, net sales increased by 15.5% year on year to ¥288,146 million. On the profit front,
primarily due to an increase in net sales, gross profit increased by 10.0% year on year to ¥35,191 million,
operating profit increased by 15.7% year on year to ¥13,708 million, ordinary profit increased by 15.3%
year on year to ¥14,878 million, and profit attributable to owners of parent increased by 10.9% year on
year to ¥12,493 million.
Orders received, net sales, and balance carried forward by business segment(Millions of Yen)
Classification

Construction

Civil Engineering
Building

Total
Investment Development, etc.
Total

Balancebrought
forward

191,051
207,075
398,127–
398,127

Ordersreceived forthe fiscal year
under review

Net sales forthe fiscal year
under review

105,850
231,032
336,883–
336,883

103,154
165,185
268,340
6,119
274,460

Balancecarriedforward193,747
272,922466,669–
466,669(2) Capital Investments
Capital investments during the fiscal year under review came to ¥3,139 million. They were primarily
related to the acquisition of rental land and buildings and the opening of X Innovation Center.
(3) Financing
The Group has concluded commitment line agreements totaling ¥8.0 billion with three banks for
efficient financing of working capital. As of the end of the fiscal year under review, there was nooutstanding balance under these agreements.

- 20 -

(4) Issues to Be Addressed
1) Outlook for the business environment
The Japanese economy is expected to show a gradual recovery trend mainly on domestic
demand backed by improvements in the employment and income environment, although clouded
by uncertainties such as the state of the global economy and ongoing price hikes. Construction
investment may remain firm in the construction industry. However, we anticipate that the businessenvironment of the construction industry will remain less than optimistic especially with concerns
about the impact of the new overtime work regulations that have been applied to the constructionindustry starting April 2024.
2) Medium-Term Business Plan (FY2022–FY2024)
The Group will develop business and services to meet changing needs in society while
promoting ESG/SDGs-related initiatives with the aim of being a corporate group that continues togrow and responds to the trust of society through reliable technology and honest business
operations. The Group is promoting initiatives based on the basic policies of the business strategy
set forth in the Medium-Term Business Plan (FY2022–FY2024), the second step to achieve the“Vision toward 2030,” that shows where we want to be.

Specifically, the Group aims to increase corporate value through improving productivity andtechnological superiority by business and organizational reforms as well as the promotion of digitaltransformation (DX). At the same time, the Group has been working to enlarge business domains
by further expanding the real estate business, building a robust overseas business foundation, andpromoting biomass power plant projects beyond the traditional boundaries of construction
companies. The Group has also been making efforts to utilize human resources by enhancing
internal systems to maintain the work-life balance of all employees and creating an environment
where diverse human resources can play an active role.
To accelerate these initiatives, we have opened a new office called X Innovation Center in
October 2023 in Marunouchi, Tokyo, aiming to maximize the potential of a diverse workforce.
Leveraging both internal and external resources, we will strongly promote open innovation, suchas technological development through fostering collaboration across industry, government,
academia, and the public sector, and undertaking new business through exchanges with startup
companies.

- 21 -

- 22 -

For the sustainable growth and medium- to long-term improvement of corporate value, the Company
is determined to promote the Medium-Term Business Plan (FY2022–2024) together with all its
executives and employees. We sincerely appreciate the understanding and support of our shareholders.

- 23 -

(5) Status of Assets and Earnings
1) The Group’s assets and earnings
Item
Net sales

The 84th fiscal
year ended
March 31, 2021
220,712(Millions of Yen, unless otherwise specified)
The 85th fiscal
The 86th fiscal
The 87th fiscal
year ended
year ended
year ended
March 31, 2022 March 31, 2023 March 31, 2024
242,458
249,442
288,146

Profit attributable to ownersof parent

10,285

12,541

11,261

12,493

Profit per share (yen)Total assets
Net assets

271.89329,005
167,963334.10332,348
167,425306.07343,727
173,215339.30384,750
191,573- 24 -

2) The Company’s assets and earnings

Item
Orders received
Net sales
ProfitProfit per share (yen)Total assets
Net assets

The 84th
fiscal year
ended
March 31, 2021
222,224
215,782
10,590279.97
306,430
164,553(Millions of Yen, unless otherwise specified)
The 85th
The 86th
The 87th
fiscal year
fiscal year
fiscal year
ended
ended
ended
March 31, 2022
March 31, 2023
March 31, 2024
223,702279,916
336,883
237,230
242,266
274,460
12,715
11,764
12,568338.72319.74341.34
301,506
304,004
342,384
161,192
166,653
180,119- 25 -

(6) Major Subsidiaries
Company

Share capital

Ownership

Principal business

Manufacture and sale of
100.0% construction machinery,equipment, etc.
Real estate brokerage, sale,
Taihei Real Estate Corporation¥20 million
100.0%
leasing, etc.
Generation of power fromISHIKARI BIO ENERGY GODO
¥5 million
50.0% renewable energy and
KAISHAelectricity sales
Generation of power fromHIRATA BIO ENERGY GODO
¥10 million
56.0% renewable energy and
KAISHAelectricity sales
Note: The Company’s consolidated subsidiaries are the four major subsidiaries above.
Okumura Machinery Corporation¥100 million(7) Principal Business
The Group is primarily engaged in the businesses of construction and real estate.
The Company is the main operating company of the Group. On November 30, 2022, as a special
contractor under the Construction Business Act, the Company’s Special Construction Business License(Toku-4) No. 2200, issued by the Minister of Land, Infrastructure, Transport and Tourism, was renewed.
The Company is thus licensed to engage in civil engineering, construction, and related businesses.
In addition, on October 5, 2022, as a registered real estate broker under the Real Estate Brokerage Act,
the Company’s license (14) No. 1688, which was issued by the Minister of Land, Infrastructure, Transport
and Tourism, was renewed. The Company is thus licensed to engage in the real estate business.
(8) Employees
1) Employees of the GroupClassification

No. of employees

Civil Engineering
Building
Investment Development
Other
Total

Year-on-year change

970
1,243
57
74
2,344

2) Employees of the Company
No. of employees
Year-on-year change
2,265
61

-11
63
9
2
63

Average age
42.4- 26 -

Average years of service
15.8

(9) Principal Offices
1) The Company
Head Office
Tokyo Head Office
Branch Offices
Branches

X Innovation Center
Technical Research Institute2-2-2 Matsuzaki-cho, Abeno-ku, Osaka-shi
5-6-1 Shiba, Minato-ku, Tokyo
East Japan Branch Office (Minato-ku, Tokyo)
West Japan Branch Office (Osaka-shi)
Sapporo Branch (Sapporo-shi)Tohoku Branch (Sendai-shi)
Tokyo Branch (Minato-ku, Tokyo)
Nagoya Branch (Nagoya-shi)
Kansai Branch (Osaka-shi)
Hiroshima Branch (Hiroshima-shi)
Shikoku Branch (Takamatsu-shi)
Kyushu Branch (Kitakyushu-shi)(Marunouchi, Chiyoda-ku, Tokyo)(Tsukuba-shi)2) Subsidiaries
Okumura Machinery Corporation (Osaka-shi)
Taihei Real Estate Corporation (Minato-ku, Tokyo)
ISHIKARI BIO ENERGY GODO KAISHA (Ishikari-shi)
HIRATA BIO ENERGY GODO KAISHA (Hirata-mura, Ishikawagun, Fukushima)(10) Principal Lenders
LenderLoan balance outstanding¥8,000 million¥8,000 million

Resona Bank, Limited
Sumitomo Mitsui Banking Corporation- 27 -

2. Matters Concerning Shares(1) Total Number of Shares Authorized to Be Issued

96,000,000 shares(2) Total Number of Issued Shares

38,665,226 shares(including 1,562,409 treasury shares)(3) Number of Shareholders

28,319 persons(4) Major Shareholders
Shareholder

No. of shares held

Shareholding
ratio

Thousand shares%

The Master Trust Bank of Japan, Ltd. (Trust Account)

5,200

14.0

Okumura Employees’ Shareholding Association

1,948

5.3

Custody Bank of Japan, Ltd. (Trust Account)

1,602

4.3

Resona Bank, Limited

1,214

3.3

Sumitomo Realty & Development Co., Ltd.

1,210

3.3

Nippon Life Insurance Company

643

1.7

Sumitomo Mitsui Banking Corporation

556

1.5

STATE STREET BANK AND TRUST COMPANY
505001528

1.4

JP MORGAN CHASE BANK 385781

495

1.3

Takanori Okumura

471

1.3

Notes: 1. The Company owns 1,562,409 treasury shares, which have been excluded from the above.
2. Treasury shares have been excluded when calculating shareholding ratios.
3. The number of shares held by Takanori Okumura does not include the number of his shares held within
Okumura Officers’ Shareholding Association.

(5) Status of Shares Delivered to Officers of the Company as Consideration for Execution of Duties During
the Fiscal Year Under Review
The Company introduced a restricted stock compensation plan. The details of shares delivered to
Directors (excluding Directors who are Audit and Supervisory Committee Members and Outside Directors)
during the fiscal year under review are as follows.
The Company resolved the disposal of treasury shares as restricted stock compensation at the Board of
Directors meeting held on July 20, 2023.
Classification

No. of shares

No. of recipients

Directors (excluding Directors who are Audit and Supervisory
7,837
7
Committee Members and Outside Directors)
Note: The shares in the table above were delivered as non-monetary compensation. The details are described in “3.
Matters Concerning Company Officers (4) Compensation, etc. of Directors for the Fiscal Year under Review.”- 28 -

3. Matters Concerning Company Officers(1) Directors (as of March 31, 2024)
Position

Name

Responsibility

President andRepresentative Director

Takanori Okumura

Director

Yuichi Mizuno

General Manager,
Marketing & Sales
Headquarters

Director

Toru Osumi

General Manager,
West Japan Branch
OfficeChair, National General
Contractors Association of Japan

Director

General Manager,
Masahiro Kaneshige East Japan Branch
OfficeDirector

Tamotsu Tsuchiya

General Manager,
Building
Headquarters

Director

Yasuyuki Nakatani

General Manager,
Civil Engineering
Headquarters

Director

President and Representative
Director, Mothernet Co., Ltd.
Outside Director, Torishima
Pump Mfg. Co., Ltd.

Rieko Ueda

Director(Audit and Supervisory
Committee Member)

Tetsuo Kodera

Director(Full-time Audit andSupervisory Committee
Member)Kazutoshi Abe

Director(Audit and Supervisory
Committee Member)

Hiroyo Yashiro

Significant concurrent positions

Chair, Audit andSupervisory
Committee

Attorney-at-law (Representative,
Kodera Law Office)Outside Director (Audit andSupervisory Committee Member),
Samty Co., Ltd.

Attorney-at-law (Iino Yashiro
Law Office)- 29 -

Position

Name

Responsibility

Significant concurrent positions

Director(Audit and Supervisory
Committee Member)

Kenji Nishihara

Certified public accountant(Representative, Nishihara CPA
Office)Outside Director (Audit andSupervisory Committee Member),
SHINYEI KAISHA

Director(Audit and Supervisory
Committee Member)

Eiji Maeda

President and Representative
Director, Chiba-Bank ResearchInstitute, Ltd.

Notes: 1. As of the conclusion of the 86th Annual General Meeting of Shareholders held on June 29, 2023, Kenji
Kotera resigned, having completed his term of office as Director.
2. At the 86th Annual General Meeting of Shareholders held on June 29, 2023, Yasuyuki Nakatani waselected and assumed office as Director.
3. Atsushi Tanaka, Representative Director (General Manager, Administration Headquarters) passed away
on February 19, 2024 and resigned as Representative Director.
4. Masahiro Kaneshige, Director, assumed office as Representative Director on April 1, 2024.
5. Iino Yashiro Law Office where Hiroyo Yashiro, Director (Audit and Supervisory Committee Member)concurrently works was renamed as Yashiro Law Office on April 1, 2024.
6. Five Directors including Director Rieko Ueda and Directors (Audit and Supervisory Committee
Members) Tetsuo Kodera, Hiroyo Yashiro, Kenji Nishihara, and Eiji Maeda are Outside Directors.
7. Five Directors including Director Rieko Ueda and Directors (Audit and Supervisory Committee
Members) Tetsuo Kodera, Hiroyo Yashiro, Kenji Nishihara, and Eiji Maeda are Independent Directors
as set forth in the rules of the Tokyo Stock Exchange.
8. Kazutoshi Abe, Director, is a full-time Audit and Supervisory Committee Member. The Company selects
full-time Audit and Supervisory Committee Members to ensure the effectiveness of audits by having
them gather information daily, attend important meetings other than those of the Board of Directors, andproperly coordinate with the Accounting Auditor and the Internal Audit Department.
9. Kazutoshi Abe, Director (Full-time Audit and Supervisory Committee Member), has many years ofexperience in accounting and possesses a considerable degree of knowledge related to finance andaccounting.
10. Kenji Nishihara, Director (Audit and Supervisory Committee Member), is a CPA and possesses a
considerable degree of knowledge related to finance and accounting.
11. Eiji Maeda, Director (Audit and Supervisory Committee Member), has many years of experience atfinancial institutions and possesses a considerable degree of knowledge related to finance and accounting.
12. The Company has adopted an executive officer system, and the names and positions of the executive
officers as of March 31, 2024, are as follows:*An asterisk indicates concurrent service.
(General Manager, Marketing & Sales*Executive Vice President
Yuichi Mizuno
Headquarters)(in charge of Marketing & Sales, Marketing &Executive Vice President
Sales Headquarters, and in charge ofHajime Kosaka
Diversity)(in charge of West Japan Management,
Senior Managing Executive
Marketing & Sales Headquarters, and inShunso Iijima
Officercharge of Expo and IR)
Senior Managing Executive(Fellow of Tunnel Technology, Technology
Kenji Kotera
Officer
Headquarters)(General Manager, Kyushu Branch, WestManaging Executive Officer
Hiroyuki Hayashi
Japan Branch Office)*Managing Executive Officer(General Manager, West Japan Branch Office) Toru Osumi(General Manager, Investment Development
Managing Executive Officer
Kazuyuki Yoshimi
Headquarters)*Managing Executive Officer(General Manager, East Japan Branch Office)Masahiro Kaneshige(in charge of Technology, Technology
Managing Executive Officer
Wataru Onishi
Headquarters)- 30 -

*Managing Executive Officer
Managing Executive Officer
Managing Executive Officer
Managing Executive Officer
Managing Executive Officer
Executive Officer
Executive Officer
Executive Officer
Executive Officer
Executive Officer
Executive Officer
Executive Officer
Executive Officer
Executive Officer
Executive Officer
Executive Officer
Executive Officer
Executive Officer
Executive Officer
Executive Officer
Executive Officer*Executive Officer
Executive Officer
Executive Officer
Executive Officer(General Manager, Building Headquarters)(General Manager, Kansai Branch, West Japan
Branch Office)(in charge of Technology, Technology
Headquarters)(in charge of Marketing & Sales, Marketing &Sales Headquarters)(General Manager, Technology Headquarters)(General Manager, ICT Management Center)(General Manager, Safety, Quality &Environment Headquarters)(Deputy General Manager, East Japan Branch
Office in charge of Civil Engineering
Business)(Deputy General Manager, West Japan
Branch Office in charge of Building
Business)(General Manager, Hiroshima Branch, WestJapan Branch Office)(General Manager, Chuo Shinkansen
Kanagawa Station Construction Office, East
Japan Branch Office)(Deputy General Manager, West Japan Branch
Office in charge of Civil Engineering
Business)(General Manager, Tokyo Branch, East Japan
Branch Office)(Deputy General Manager, Administration
Headquarters)(Deputy General Manager, West Japan Branch
Office in charge of Administration)(in charge of Technology, Technology
Headquarters)(Operational Reform Promotion Project
Leader)(General Manager, Tohoku Branch, East Japan
Branch Office)(General Manager, Nagoya Branch, East Japan
Branch Office)(Deputy General Manager, East Japan Branch
Office in charge of Building Business)(Deputy General Manager, Technology
Headquarters)(General Manager, Civil Engineering
Headquarters)(in charge of Overseas Business, and General
Manager, Overseas Construction Department,
West Japan Branch Office)(General Manager, Shikoku Branch, WestJapan Branch Office)(General Manager, Sapporo Branch, East
Japan Branch Office)- 31 -

Tamotsu Tsuchiya
Sawayuki Kawatani
Kazutoshi Yuyama
Takanori Hayashi
Akira Okada
Naoki Magoori
Hirohide Taniguchi
Yoshinori Yasui
Kunitake Konishi
Nobuharu Suga
Yasuhiko Goto
Hiroki Machida
Kazuyoshi Okuma
Hiroyuki Matsushima
Akira Sasaki
Takami Nakada
Koji Furusawa
Masanari Kashiki
Junichi Hori
Kenichi Abe
Koichi Isogami
Yasuyuki Nakatani
Yuji Yamamoto
Yoshihiro Kadotani
Kazutaka Kuno

13. As of April 1, 2024, the Executive Officers have changed as follows:
BeforeAfter
Executive Vice President
Executive Vice President (in charge
Yuichi Mizuno(General Manager, Marketing &of Marketing & Sales at Head
Sales Headquarters)
Office)Executive Vice President (inExecutive Vice President (Assistantcharge of Marketing & Sales,
Hajime Kosaka
Marketing & Sales
to President in charge of Marketing
Headquarters, and in charge of& Sales, and in charge of diversity)
diversity)
Senior Managing Executive
Officer (in charge of West Japan
Senior Managing Executive Officer
Shunso Iijima
Management, Marketing & Sales(in charge of Marketing & Sales at
Headquarters, and in charge ofHead Office)Expo and IR)
Senior Managing Executive
Senior Managing Executive Officer
Officer (Fellow of Tunnel
Kenji Kotera(in charge of Technology at Head
Technology, Technology
Office)Headquarters)
Senior Managing Executive Officer
Managing Executive Officer(in charge of West Japan
Toru Osumi(General Manager, West Japan
Management, Marketing & Sales
Branch Office)Headquarters, and in charge ofExpo and IR)
Managing Executive Officer
Senior Managing Executive Officer
Masahiro Kaneshige(General Manager, East Japan(General Manager, Marketing &Branch Office)Sales Headquarters)
Managing Executive Officer (inSenior Managing Executive Officer
Wataru Onishicharge of Technology,(in charge of Technology,
Technology Headquarters)
Technology Headquarters)
Managing Executive Officer (inSenior Managing Executive Officer
Kazutoshi Yuyama
charge of Technology,(in charge of Technology,
Technology Headquarters)
Technology Headquarters)
Managing Executive Officer
Managing Executive Officer (in(General Manager, Kyushu
Hiroyuki Hayashi
charge of Marketing & Sales, West
Branch, West Japan BranchJapan Branch Office)
Office)Managing Executive Officer
Managing Executive Officer (inKazuyuki Yoshimi(General Manager, Investment
charge of Investment Development)
Development Headquarters)
Managing Executive Officer
Managing Executive Officer (in(General Manager, Kansai
Sawayuki Kawatanicharge of Marketing & Sales, West
Branch, West Japan BranchJapan Branch Office)
Office)Executive Officer (Deputy
Managing Executive Officer
General Manager, West Japan
Kunitake Konishi(General Manager, West Japan
Branch Office in charge ofBranch Office)
Building Business)
Executive Officer (in charge ofManaging Executive Officer (inTakami Nakada
Technology, Technology
charge of Technology, Technology
Headquarters)
Headquarters)
Executive Officer (General
Managing Executive Officer
Masanari Kashiki
Manager, Tohoku Branch, East
(General Manager, East Japan
Japan Branch Office)Branch Office)Managing Executive Officer
Executive Officer (General(General Manager, Civil
Yasuyuki Nakatani
Manager, Civil Engineering
Engineering Headquarters)
Headquarters)
Executive Officer (General
Executive Officer (Deputy
Manager, Chuo Shinkansen
General Manager, East Japan
Yoshinori Yasui
Kanagawa Station Construction
Branch Office in charge of Civil
Office, East Japan Branch Office)Engineering Business)- 32 -

Nobuharu Suga

Yasuhiko Goto

Hiroki Machida

Hiroyuki Matsushima

Akira Sasaki

Junichi Hori

Hiroyuki Tamamura

Executive Officer (General
Manager, Hiroshima Branch,West Japan Branch Office)Executive Officer (General
Manager, Chuo Shinkansen
Kanagawa Station Construction
Office, East Japan Branch
Office)Executive Officer (Deputy
General Manager, West Japan
Branch Office in charge of Civil
Engineering Business)
Executive Officer (Deputy
General Manager,
Administration Headquarters)
Executive Officer (Deputy
General Manager, West Japan
Branch Office in charge of
Administration)
Executive Officer (General
Manager, Nagoya Branch, East
Japan Branch Office)General Manager, Civil
Engineering Marketing & SalesManagement Department,
Kansai Branch, West Japan
Branch Office

Executive Officer (in charge ofMarketing & Sales, West Japan
Branch Office)Executive Officer (AssistantGeneral Manager, Chuo Shinkansen
Kanagawa Station Construction
Office, East Japan Branch Office)Executive Officer (General
Manager, Nagoya Branch, East
Japan Branch Office)Executive Officer (General
Manager, Administration
Headquarters)
Executive Officer (in charge ofInternal Control)
Executive Officer (Deputy General
Manager, Kansai Branch, WestJapan Branch Office)Executive Officer (General
Manager, Kansai Branch, WestJapan Branch Office)(2) Summary of Agreement on Limitation of Liability
The Company has entered into an agreement with non-executive directors to limit their liability under
Article 423, Paragraph 1 of the Companies Act pursuant to the provisions of Article 427, Paragraph 1 of
the Act and the Company’s Articles of Incorporation. A summary of that agreement is as follows:・ In the event that a non-executive director is deemed to be liable for damages due to negligence of duties,
the limit of said liability shall be the minimum liability amount set forth in Article 425, Paragraph 1 of
the Companies Act
・ The above limitation of liability shall only apply when the duties that give rise to said liability are
performed in good faith and without gross negligence.
(3) Summary of Directors and Officers Liability Insurance Contract
In order to ensure that Directors can fully perform their expected roles, the Company has concluded
with an insurance company a directors and officers liability insurance contract as stipulated in Article 4303, Paragraph 1 of the Companies Act. The contract designates all Directors as the insured and covers
damage and litigation expenses incurred by the insured when the insured is subject to a claim for damage
during the insurance period due to an act committed by them. However, the insurance contract includes aclause concerning a deductible provision and does not cover any damage up to the deductible amount. The
premiums are borne entirely by the Company, including the rider portion, and there is no substantial burden
on the insured.
(4) Compensation, etc. of Directors for the Fiscal Year under Review
1) Matters concerning policy for the determination of the content of compensation, etc. of Directors(i) Method of determining the policy for the determination of the content of compensation, etc.
of Directors
The Company established the Nomination and Compensation Committee (chaired by an
Independent Outside Director with the majority of the committee members being Independent
Outside Directors), the main members of which consist of Independent Outside Directors, as avoluntary advisory body to the Board of Directors. The policy for determining the individualcompensation of Directors (excluding Directors who are Audit and Supervisory Committee
Members) is discussed by the Nomination and Compensation Committee in consultation with
the Board of Directors and determined by the Board of Directors based on the report from thecommittee.
- 33 -

(ii) Overview of the determination policy
The compensation for Directors (excluding Directors who are Audit and Supervisory
Committee Members and Outside Directors) shall consist of fixed compensation andperformance-linked compensation (bonuses) as monetary compensation and stock-based
compensation as non-monetary compensation, with the basic policy of maintaining anappropriate level based on their responsibilities, etc., providing incentives to achievesustainable improvements in business performance and corporate value, and contributing
to value sharing with shareholders.
Outside Directors (excluding Directors who are Audit and Supervisory Committee
Members) shall receive only fixed compensation, given that they fulfill management
supervision functions from an independent standpoint and that their duties are not directly
linked to business performance.
In addition, the process of determining compensation shall be objective and transparent.
< Fixed compensation>
Among compensation for individual Directors (excluding Directors who are Audit andSupervisory Committee Members), fixed compensation shall be paid monthly based on acompensation table established for each position and role according to their
responsibilities and roles, and the amount to be paid shall be determined based on the table.
<Performance-linked compensation>
Among compensation for individual Directors (excluding Directors who are Audit andSupervisory Committee Members and Outside Directors), performance-linked
compensation (bonuses) shall be paid in July of each year based on the regulations that
stipulate calculation criteria and other matters after determining the amount to be paid inaccordance with the actual amount of consolidated operating profit, which is the mostimportant indicator of the performance for the fiscal year, if certain conditions for payment
are met.
<Non-monetary compensation>
Among compensation for individual Directors (excluding Directors who are Audit andSupervisory Committee Members and Outside Directors), restricted stock shall be paid as
non-monetary compensation. The Company shall establish regulations that stipulate thehandling of such stock and monetary compensation claims to be contributed for thepayment of such stock. The Company shall determine the number of shares to be allottedby a resolution of the Board of Directors based on the base amount according to theposition and allot them on a date determined by the resolution of the Board of Directors.
<The ratio of fixed compensation, performance-linked compensation, and non-monetarycompensation>
The ratio of fixed compensation, performance-linked compensation (bonuses), and nonmonetary compensation (stock-based compensation) shall be set to be approximately 63%,
25%, and 12% if the target performance index is achieved.
<Compensation of Directors who are Audit and Supervisory Committee Members>Compensation of Directors who are Audit and Supervisory Committee Members isdetermined through discussion by Directors who are Audit and Supervisory Committee
Members and consists only of fixed compensation in light of the fact that they fulfill amanagement supervisory function from an independent standpoint and that their duties are notdirectly linked to performance.
(iii) Reason why the Board of Directors determined that the content of compensation, etc. forindividual Directors (excluding Directors who are Audit and Supervisory Committee
Members) for the fiscal year under review complies with the determination policy
The Nomination and Compensation Committee discusses, in consultation with theBoard of Directors, the compensation table for fixed compensation and the amount to be
paid for individual Directors based on the table; the calculation criteria for performancelinked compensation and the amount to be paid for individual Directors based on thecriteria, which is calculated after the end of the business year; and the base amount of
restricted stock according to the position of individuals for non-monetary compensation.
Upon receiving the report of the Committee, a resolution shall be obtained from the Board- 34 -

of Directors. As the compensation amount for individual Directors (excluding Directors
who are Audit and Supervisory Committee Members) is determined via these procedures,the Board of Directors has determined that the content is in line with the policy for
determining the content of compensation, etc. of individual Directors (excluding Directors
who are Audit and Supervisory Committee Members).
2) Matters concerning the resolution of the General Meeting of Shareholders on the compensationof Directors
A resolution on the monetary compensation of Directors was passed at the 79th Annual General
Meeting of Shareholders held on June 29, 2016. It stipulated that the amount of compensation for
Directors (excluding Directors who are Audit and Supervisory Committee Members) is to be ¥300
million or less per year and that decisions on the specific amount to be paid to each Director and thetiming of payment are to be decided by the resolution of the Board of Directors. It also stipulated
that the amount of compensation for Directors who are Audit and Supervisory Committee Members
is to be ¥60 million or less and that the specific amount to be paid to each Director and the timing of
payment are to be decided through discussion by Directors who are Audit and Supervisory
Committee Members. As of the conclusion of that Annual General Meeting of Shareholders, there
were seven Directors (excluding Directors who are Audit and Supervisory Committee Members) andfive Directors who are Audit and Supervisory Committee Members.
Separately from the above monetary compensation limit, it was resolved, at the 85th Annual
General Meeting of Shareholders held on June 29, 2022, that the total amount of monetarycompensation payable to Directors (excluding Directors who are Audit and Supervisory Committee
Members) for the grant of restricted stock shall be a maximum of 60 million yen per year, the total
amount of shares of common stock of the Company to be issued or disposed of shall be a maximumof 25,000 shares per year, and the specific timing of payment and allocation to each Director shallbe determined by a resolution of the Board of Directors. As of the conclusion of that Annual General
Meeting of Shareholders, there were seven Directors (excluding Directors who are Audit andSupervisory Committee Members).
3) Total amount of compensation, etc. of Directors

Classification

No. ofpersons
receivingcompensation

Total amount of compensation, etc. by type
PerformanceBasic
linkedNon-monetarycompensationcompensation,compensation
etc.

Total amount ofcompensation, etc.

Directors(excluding
Audit andSupervisory9¥162 million¥35 million¥30 million¥228 million
Committee(1)(¥7 million)(–)(–)(¥7 million)
Members)(of whichOutsideDirectors)
Directors(Audit andSupervisory¥48 million––¥48 million
Committee
5Members)(4)(¥30 million)(–)(–)(¥30 million)(of whichOutsideDirectors)
Total
14¥210 million¥35 million¥30 million¥277 million
Notes: 1. The above includes compensation, etc. of Directors who resigned as of the conclusion of the 86th
Annual General Meeting of Shareholders held on June 29, 2023 and a Director who passed away
on February 19, 2024 and resigned as Director.
2. The performance indicator selected as the basis for calculating performance-linked compensationis “consolidated operating profit.” The reason the indicator was selected is that it is the one weplace the highest priority on, as we set it as a key numerical target in our Medium-Term Business
Plan, and we believe it is an objective indicator for judging performance in the fiscal year. The- 35 -

amount of performance-linked compensation is linked to the actual consolidated operating profit.
The standard percentage when the target for the performance indicator is achieved is set atapproximately 25% of overall compensation. The actual amount of “consolidated operating profit”
in the fiscal year under review was ¥13,708 million.
3. The non-monetary compensation is the amount recorded in the fiscal year under review as
restricted stock compensation.

(5) Matters Concerning Outside Officers
1) Relationship between the Company and other corporations, etc. where outside officers serve
concurrently
Concurrent positions of Outside Directors of the Company are described in “(1) Directors.” There
are no relationships to be noted between the Company and the companies at which they holdconcurrent positions.

- 36 -

2) Main activities of Outside Officers
Position

Name

Director

Rieko Ueda

Director (Audit andSupervisory Committee
Member)Tetsuo Kodera

Director (Audit andSupervisory Committee
Member)Hiroyo Yashiro

Director (Audit andSupervisory Committee
Member)Kenji Nishihara

Director (Audit andSupervisory Committee
Member)

Eiji Maeda

Status of main activities
Rieko Ueda attended all 14 meetings of the Board of Directors
held during the fiscal year under review. She has provided
advice, etc., contributing to ensuring the validity ofmanagement decisions, based primarily on her perspective asa founder and corporate manager. In addition, as a member of
the Nomination and Compensation Committee, a voluntary
advisory body to the Board of Directors, she has properly
fulfilled the managerial supervisory function from an
independent and objective standpoint by participating indeliberations on important matters related to the nominationand compensation of Directors, etc.
Tetsuo Kodera attended all 14 meetings of the Board of
Directors and all 13 meetings of the Audit and Supervisory
Committee held during the fiscal year under review. He has
provided advice, etc., contributing to ensuring the legality ofbusiness execution and the validity of management decisions,primarily by voicing his expert opinion as an attorney. In
addition, as the chair of the Nomination and Compensation
Committee, a voluntary advisory body to the Board of
Directors, he has properly fulfilled the managerial
supervisory function from an independent and objective
standpoint by leading deliberations on important mattersrelated to the nomination and compensation of Directors, etc.
Hiroyo Yashiro attended all 14 meetings of the Board of
Directors and all 13 meetings of the Audit and Supervisory
Committee held during the fiscal year under review. She has
provided advice, etc., contributing to ensuring the legality ofbusiness execution and the validity of management decisions,primarily by voicing her expert opinion as an attorney. In
addition, as a member of the Nomination and Compensation
Committee, a voluntary advisory body to the Board of
Directors, she has properly fulfilled the managerial
supervisory function from an independent and objective
standpoint by participating in deliberations on importantmatters related to the nomination and compensation of
Directors, etc.
Kenji Nishihara attended all 14 meetings of the Board of
Directors and all 13 meetings of the Audit and Supervisory
Committee held during the fiscal year under review. He has
provided advice, etc., contributing to ensuring theappropriateness of business execution and the validity ofmanagement decisions, primarily by voicing his expert
opinion as a certified public accountant. In addition, as amember of the Nomination and Compensation Committee, avoluntary advisory body to the Board of Directors, he has
properly fulfilled the managerial supervisory function froman independent and objective standpoint by participating indeliberations on important matters related to the nominationand compensation of Directors, etc.
Eiji Maeda attended all 14 meetings of the Board of Directors
and all 13 meetings of the Audit and Supervisory Committee
held during the fiscal year under review. He has provided
advice, etc., contributing to ensuring the validity ofmanagement decisions, based primarily on his perspective asa corporate manager. In addition, as a member of theNomination and Compensation Committee, a voluntary
advisory body to the Board of Directors, he has properly
fulfilled the managerial supervisory function from an
independent and objective standpoint by participating indeliberations on important matters related to the nominationand compensation of Directors, etc.

- 37 -

4. Accounting Auditor(1) Accounting Auditor’s Name
Deloitte Touche Tohmatsu LLC(2) Accounting Auditor’s Compensation, etc. for the Fiscal Year under Review
1) Accounting auditor’s compensation, etc., for audits for the fiscal year under review¥56 million
2) Cash and other profits payable by the Company or its subsidiaries to the Accounting Auditor¥61 million
Notes: 1. The audit fees paid by the Company to the Accounting Auditor for audits based on the Companies
Act and audits based on the Financial Instruments and Exchange Act are not and cannot practicallybe separated. As such, the amount above is the total of both.
2. Having reviewed the content of the Accounting Auditor’s audit plan, the reasonableness of thestatus of its execution of duties, the grounds for calculating compensation estimates, etc. byobtaining the necessary materials and hearing reports from the Accounting Department and the
Accounting Auditor, the Company’s Audit and Supervisory Committee agrees with thecompensation, etc. of the Accounting Auditor.

3) Non-audit services
The Company paid the Accounting Auditor for services regarding the confirmation of the resultsof the measures of additional points for companies implementing wage increases in thecomprehensive evaluation bidding system, which are services other than those defined in Article 2,
Paragraph 1 of the Certified Public Accountants Act (non-audit services).
(3) Policy on Determination of Dismissal or Non-reappointment of the Accounting Auditor
In the event that it is deemed that a proper accounting audit is not possible, such as cases in which there
is an impediment to the execution of duties by the Accounting Auditor, the Company shall prepare a
proposal on dismissal or non-reelection of the Accounting Auditor and submit it to the General Meeting of
Shareholders, by resolution of the Audit and Supervisory Committee.
The Audit and Supervisory Committee dismisses the Accounting Auditor with the unanimous consent
of the Audit and Supervisory Committee Members if it deems that any of the items set forth in Article 340,
Paragraph 1 of the Companies Act applies to the Accounting Auditor. In this case, the member selected by
the Audit and Supervisory Committee shall report the dismissal of the Accounting Auditor and the reason
for the dismissal at the first General Meeting of Shareholders held after the dismissal.

- 38 -

5. Overview of Systems for Ensuring Appropriateness of Operations and Operational
StatusI. Basic Approach
The Company has established and operates an internal control system to manage risks associated withits businesses and increase profits while fulfilling its corporate social responsibility in the midst of an everchanging business environment.
II. Basic Policy
Systems to Ensure that the Execution of Duties by Directors and Employees Is in Compliance with Laws,
Regulations, and the Articles of Incorporation(1) In accordance with the provisions of laws, regulations, the Company’s Articles of Incorporation,and the Regulations of the Board of Directors, the Board of Directors shall establish a policy for
the Company’s business execution and continually supervise the execution of duties by the
Directors and Executive Officers.
(2) In order to ensure that decision-making at the Board of Directors and the execution of duties by
the Directors, Executive Officers, and employees comply with laws, regulations, and the Articles
of Incorporation, the Company shall seek confirmation and advice from experts such as attorneys,
certified public accountants, etc. as appropriate.
(3) Considering compliance as one of the highest management priorities, the Company shall establish
a Compliance Committee as an advisory body for decision-making and execution of duties by the
Board of Directors and Representative Directors. The committee is chaired by a Director that theCompany appoints and includes attorneys at law.
(4) In order to ensure thorough compliance with the Antimonopoly Act, the Company shall establish
an expert committee on preventing collusion consisting of outside experts under the Compliance
Committee to propose measures to prevent violation of the act and to verify and ensure theappropriateness and effectiveness of those measures.
(5) In order to promote penetration and firm establishment of compliance awareness and to ensure theproperness of business execution by internal organizations, the Company shall establish andimplement Basic Regulations on Compliance and related regulations based on the Management
Philosophy and Corporate Code of Conduct while the Internal Audit Division shall carry out
monitoring as appropriate.
(6) The Representative Directors shall focus on internal education and awareness building activities
to ensure thorough compliance, including severing of relationships with antisocial forces.
(7) In accordance with Internal Whistleblowing Regulations, the Company shall swiftly and firmly
respond to complaints lodged with contact points inside the Company and the attorney’s office.
Systems to Store and Manage Information Related to the Execution of Duties by Directors(1) The Company prepares and stores information related to the execution of duties by the Directors
in accordance with laws and regulations and manages it so that the Directors, Accounting Auditor,and others can access it as needed.
(2) Through the operation of an integrated management system and monitoring by the Internal Audit
Division, the Company verifies the retention period for legal documents, etc., and the organization,
storage, etc. of documents requesting approval related to decision-making.
(3) In addition to protecting information assets from threats such as loss, theft, destruction, andunauthorized access, the Company manages information based on an Information Security Policy
and Privacy Policy in order to protect personal information.
(4) The persons in charge of handling information and the IR Team verify the information and disclose
it according to the Disclosure Policy in order to provide shareholders and investors with timely,
accurate, and unbiased information.
Regulations and Other Systems to Manage the Risk of Loss
(1) In order to ensure the effective functioning of internal control over financial reporting, theCompany continually reviews its systems in accordance with the Basic Policy on Financial
Reporting.
(2) The Company prepares and manages a natural disaster response manual and a crisis
communication manual, etc. and works on making continual improvements to the BusinessContinuity Plan (BCP) to prevent the spread of losses.
- 39 -

(3) In order to keep track of the risks that significantly impact the business on a daily basis and takethe necessary measures to address them, the Company continuously reviews the risk management
system and takes swift and appropriate action when risks manifest themselves.
Systems to Ensure the Efficient Execution of Duties by Directors(1) The Company adopts an executive officer system to expedite decision-making by the Board of
Directors and enhance the execution of duties by Executive Officers.
(2) The Company establishes a Management Committee with Representative Directors at the core todeliberate on and decide matters related to the execution of the Company’s business other thanthose matters to be submitted to the Board of Directors and those matters to be decided by the
Board of Directors.
(3) The Board of Directors establishes management targets, business plans, etc., based on theManagement Philosophy, and the President and Representative Director and Executive Officers
carry out duties to achieve them, while the Board of Directors supervises the status of execution.
(4) In order to maintain a governance structure suited to the business environment, the Company
continuously reviews the organization and operations.
Systems to Ensure the Appropriateness of Business Operations of the Corporate Group Consisting of theCompany and Its Subsidiaries(1) The Internal Audit Division plays a central role in auditing and instructing subsidiaries so that theCompany’s basic approach to and initiatives for internal control continually spread throughout theentire Group.
(2) The Company’s Audit and Supervisory Committee requests business reports from subsidiaries asnecessary and/or investigates the status of their operations and assets.
(3) The Company dispatches its Executive Officers and/or employees to subsidiaries to serve as
Directors or Corporate Auditors. In addition to monitoring and supervising the status of businessexecution, the Company’s Internal Audit Division reports to the Company’s Board of Directors,
Representative Directors, and Audit and Supervisory Committee as necessary on the results ofaudits, including those of subsidiaries.
Matters Related to Employees Who Are Requested to Assist the Audit and Supervisory Committee in
Their Duties(1) The Company assigns both dedicated and non-dedicated staff to the Internal Audit Division toassist the Audit and Supervisory Committee with its duties.
(2) Staff assigned to the Internal Audit Division shall be recommended by departments executing
business and approved by the Audit and Supervisory Committee beforehand. If the Audit andSupervisory Committee makes a request concerning the personnel assigned as staff, the Company
addresses the request as appropriate.
(3) A clear distinction is made between the Internal Audit Division and departments executing businessto ensure independence, and confirmation is obtained from the Audit and Supervisory Committee
concerning staff goal management and performance evaluations.
(4) Staff belonging to the Internal Audit Division that receive instructions from the Audit andSupervisory Committee do not receive instructions from Directors (excluding Directors who are
Audit and Supervisory Committee Members) when executing said instructions and report theresults only to the Audit and Supervisory Committee.
Systems to Report to the Audit and Supervisory Committee(1) Representative Directors make arrangements to exchange opinions with Audit and Supervisory
Committee on policies related to business execution and other such matters.
(2) In order to contribute to the audit policies and sharing of duties established by the Audit andSupervisory Committee, Audit and Supervisory Committee Members are requested to attend
meetings of the Management Committee and other important meetings.
(3) When so requested by the Audit and Supervisory Committee, Directors (excluding Directors who
are Audit and Supervisory Committee Members), Executive Officers, and employees report on thestatus of execution of their duties and present the important approval documents as well as
investigate and report on the status of operations and assets at the head office, branch offices, andsubsidiaries.
- 40 -

(4) When discussions are conducted on the effectiveness of the internal control system, complianceviolations or whistleblowing at meetings of the Compliance Committee, the content is reported to
the Audit and Supervisory Committee via the Internal Audit Division.
(5) If a Director (excluding Directors who are Audit and Supervisory Committee Members), Executive
Officer or employee learns of something that will bring significant damages to the Company andits subsidiaries or a serious violation of the laws and regulations or Articles of Incorporation in theexecution of duties, they report it immediately to the Audit and Supervisory Committee.
(6) The Internal Whistleblowing Regulations apply to those who report to the Audit and Supervisory
Committee, and they are not be treated unfavorably because of the report.
Systems to Ensure that the Audit and Supervisory Committee Conducts Audits Effectively(1) In order to contribute to the duties of the Audit and Supervisory Committee, the Internal Audit
Division discusses audit policies and plans with the Audit and Supervisory Committee and reportson the results of internal audits in a timely manner.
(2) In order to strengthen coordination between the Audit and Supervisory Committee and the
Accounting Auditor, opportunities are provided for discussing the audit plan and status of
implementation.
(3) The ERP backbone system, etc. are continuously reviewed to provide an environment in which the
Audit and Supervisory Committee can monitor the financial status and profit and loss situation of
the Company in a timely manner.
(4) Soundness and transparency of management are ensured by making four of the five members of
the Audit and Supervisory Committee Outside Directors.
(5) The Company bears the costs arising from the execution of duties by the Audit and Supervisory
Committee and accepts advance payment thereof.
III. Overview of Operational Status(1) Execution of duties by Directors and employees
The Company’s Board of Directors consists of 13 Directors (including one director resigned on
February 19, 2024). In principle, the Board of Directors meets once per month. It also holds
extraordinary meetings as necessary and makes decisions on important matters concerning
management, including the Medium-Term Business Plan. Five of the members are Independent
Outside Directors in order to strengthen the management supervision function.
Independent Outside Directors are brought on as members of the Management Committee(consisting of the Representative Directors and members selected by the Board of Directors), which
deliberates on and decides important matters related to the execution of the Company’s business otherthan those matters to be decided by the Board of Directors and matters to be submitted to the Board of
Directors, to increase management transparency. During the fiscal year under review, the Management
Committee met 13 times.
In order to strengthen the internal control function and verify the status of implementation, theCompany has a structure in which the Audit Office, which is in charge of accounting audits, and theCompliance Office, which is in charge of auditing other general business execution, coordinate toperform internal audits. The results of those audits are reported to the Board of Directors, theManagement Committee, Representative Directors, and the Audit and Supervisory Committee in atimely manner so that they can be reflected in decision-making, business execution, and management
supervision.
The Company has established a Compliance Committee comprised of Independent Outside
Directors, the General Manager of Marketing & Sales Headquarters, the General Manager of Civil
Engineering Headquarters, the General Manager of Building Headquarters, the General Manager of
Administration Headquarters, the General Manager of the Human Resources Department, Attorneys,
and the Manager of the Audit Office, who is responsible in the Internal Audit Division and the Managerof the Compliance Office. The committee works to educate and instruct officers and employees. During
the fiscal year under review, the Compliance Committee met nine times.
In order to spread and establish compliance awareness, the Company has prepared Basic
Regulations for Compliance, Internal Whistleblowing Regulations addressing the Whistleblower
Protection Act, and Manual on Responding to Organized Crime Groups, etc. At the same time, theCompany informs all officers and employees of the “Guide on Compliance,” which provides the codeof conduct for business execution, the methods and means of achieving that, and the legal grounds asa summary, distributing it directly to them as necessary and carrying out education and training. The
Representative Directors focus on internal education and awareness building activities to ensure- 41 -

thorough compliance. During the fiscal year under review, training was carried out on the theme of“understanding interactions with public officers and quasi-public officers” and “optimizing
construction system.”(2) Managing the risk of loss
The Company has developed and implemented proper internal control over financial reporting inaccordance with the Basic Policy on Financial Reporting. In addition, through supervision by the Boardof Directors and internal audits conducted by the Internal Audit Division, the Company verifies andevaluates the effectiveness of internal control over financial reporting and carries out ongoing reviewof the system, as necessary.
The Company identifies risks related to business, etc. that may have a significant impact on
stakeholders’ judgment. The Compliance Office regularly checks, verifies, and reports to theRepresentative Directors on the status of relevant efforts at divisions of the head office and branch
offices, etc. By reporting to the Representative Directors and providing internal notification of mattersrequiring attention, the Company works to prevent the manifestation of risks.
Based on the disaster response know-how cultivated to date, the Company has developed aBusiness Continuity Plan (BCP) and is working to enhance its effectiveness through ongoing review
and regular training and verification.
(3) Ensuring the effectiveness of audits
The Company holds an audit and supervisory committee (with five Directors who are Audit andSupervisory Committee Members) and elects a full-time Audit and Supervisory Committee Member
to ensure the effectiveness of audits. The Audit and Supervisory Committee is comprised of one fulltime Audit and Supervisory Committee Member and four Independent Outside Directors. The Chair iselected from among the Outside Directors.
A monthly report is provided at the Audit and Supervisory Committee on the status of audits
covering general management conducted by the full-time Audit and Supervisory Committee Member,and each Audit and Supervisory Committee Member confirms and examines the report.
The Audit and Supervisory Committee coordinates with the Company’s Internal Audit Division inaccordance with the audit policies and sharing of duties. By attending important meetings, asking
Directors (excluding Directors who are Audit and Supervisory Committee Members) and employees
about the status of execution of their duties, reviewing important approval documents, and interviewing
the Representative Directors, the committee expresses its opinion and investigates the status ofoperations and assets at the head office and major workplaces, seeking business reports from groupcompanies as necessary as well.
In order to strengthen coordination with the Audit Office (three members), which is the Internal
Audit Division, and the Compliance Office (eight members), the Audit and Supervisory Committee
discusses audit plans and the status of implementation and has monthly opportunities for sharing
information and opinions. In addition, the Audit and Supervisory Committee receives reports on the
results of internal audits conducted by the Internal Audit Division in a timely manner. The Audit andSupervisory Committee also provides opportunities, as necessary, for exchanging information andshare understanding with Outside Directors (excluding Directors who are the Audit and Supervisory
Committee Members).
In order to strengthen coordination between the Audit and Supervisory Committee and Deloitte
Touche Tohmatsu LLC, which is the Accounting Auditor, opportunities are provided for discussing theaudit plan and status of implementation, and information and opinions are shared in a timely manner.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Note: Monetary figures and numbers of shares presented in this Business Report are rounded down
to the nearest whole number.

- 42 -

Consolidated Financial Statements
Consolidated Balance Sheet(As of March 31, 2024)(Millions of Yen)
Description(Assets)
Current assets
Cash and deposits
Notes receivable, accounts receivable fromcompleted construction contracts and other
Real estate for sale
Costs on construction contracts in progress
Costs on real estate investment,
development business and otherWork in process
Raw materials and supplies
Other
Allowance for doubtful accounts
Non-current assets
Property, plant and equipment
Buildings and structures
Machinery, vehicles, tools, furniture andfixturesLand
Leased assets
Construction in progress
Intangible assets
Goodwill
Other
Investments and other assets
Investment securities
Long-term loans receivable
Retirement benefit asset
Deferred tax assets
Other
Allowance for doubtful accounts

Total assets

AmountDescription

220,418
30,248(Liabilities)
Current liabilities
Notes payable, accounts payable forconstruction contracts and other172,323

Amount146,367
52,074

Short-term borrowings

16,701
6
3,385

164,332
75,47622,279Lease liabilities
Income taxes payable
Advances received on construction contracts
in progress
Deposits received
Provision for warranties for completed
construction
Provision for bonuses
Provision for bonuses for directors (andother officers)
Provision for loss on construction contracts
Asset retirement obligations
Suspense receipt of consumption taxes

17,235

Other

933
3,695
1,960
926
582
9,937
(189)

35,149 Non-current liabilities
Long-term borrowings
17
Non-recourse borrowings
794
Lease liabilities
1,806
Deferred tax liabilities
348
Provision for share awards
1,457
Asset retirement obligations
87,049Other
68,73258 Total liabilities
5,525 (Net assets)
2 Shareholders’ equity
14,661
Share capital(1,930)Capital surplus
Retained earnings
Treasury shares
Accumulated other comprehensive income
Valuation difference on available-for-salesecurities
Deferred gains or losses on hedges
Remeasurements of defined benefit plans
Non-controlling interests
Total net assets
384,750 Total liabilities and net assets- 43 -

19,161
19,519
627
3,641
39
859
86
23,9606,305
46,8095,108
22,33315
18,740150
393
67193,176
148,673
19,83826,466
107,684(5,316)40,017
34,976
3,840
1,201
2,882
191,573
384,750

Consolidated Statement of Income(April 1, 2023 through March 31, 2024)(Millions of Yen)
Description

AmountNet sales
Net sales of completed construction contracts
Net sales of real estate investment, development
business and other
Cost of sales

268,340

Cost of sales of completed construction contracts
Cost of real estate investment, development businessand other
Gross profit

238,012Gross profit on completed construction contracts
Gross profit on real estate investment, development
business and other
Selling, general and administrative expenses

30,32819,805

14,942

4,863

288,146

252,954

35,191
21,483
13,708Operating profit
Non-operating income
Interest income

73

Dividend income

1,226

Foreign exchange gains

351

Other

243

1,894

Non-operating expenses
Interest expenses

606

Other

118

724
14,878

Ordinary profit
Extraordinary income
Gain on sale of investment securities

3,205

Other

710

3,915

Extraordinary losses
Loss on retirement of non-current assets
Loss on tax purpose reduction entry of non-current
assetsProfit before income taxes

513
108

622
18,171

Income taxes - current

5,770

Income taxes - deferred

237

6,008
12,163

ProfitLoss attributable to non-controlling interests

329

Profit attributable to owners of parent

12,493- 44 -

Consolidated Statement of Changes in Equity(April 1, 2023 through March 31, 2024)(Millions of Yen)
Shareholders’ equity
Share capital
Balance as of April 1, 2023

Capital surplus

19,838Retained earnings

26,240Treasury shares

103,827

Total shareholders’equity(5,185)

144,720

Changes during period
Dividends of surplus(8,635)(8,635)

Profit attributable to owners ofparent12,493

12,493Purchase of treasury shares
Disposal of treasury shares

226

(971)

(971)

839

1,066

Net changes in items other thanshareholders' equity
Total changes during period
Balance as of March 31, 2024

－

226

3,857

(131)

3,952

19,83826,466

107,684(5,316)

148,673

Accumulated other comprehensive income

Balance as of April 1, 2023

Valuation difference
on available-for-salesecurities

Deferred gains orlosses on hedges

Remeasurements ofdefined benefit plans

Total accumulated
othercomprehensive
incomeNon-controllinginterests

Total
net assets

24,801

1,829

662

27,293

1,201

173,215

Changes during period
Dividends of surplus(8,635)

Profit attributable toowners of parent

12,493Purchase of treasury shares(971)

Disposal of treasury shares

1,066

Net changes in items otherthan shareholders' equity

10,1752,010

538

12,724

1,680

14,404

Total changes during period

10,1752,010

538

12,724

1,680

18,357

Balance as of March 31, 2024

34,976

3,840

1,201

40,017

2,882

191,573- 45 -

Non-Consolidated Financial Statements
Non-Consolidated Balance Sheet(As of March 31, 2024)
Description(Assets)
Current assets
Cash and deposits
Notes receivable - trade
Electronically recorded monetary claims operating
Accounts receivable from completed
construction contracts
Real estate for sale(Millions of Yen)
AmountAmount212,933
27,063
1,798
1,548
165,632
933

Costs on construction contracts in progress

3,801

Costs on real estate investment,
development business and other1,960

Raw materials and supplies
Other
Allowance for doubtful accounts
Non-current assets
Property, plant and equipment
Buildings and structures
Machinery and vehicles
Tools, furniture and fixtures
Land
Leased assets
Construction in progress
Intangible assets
Investments and other assets
Investment securities
Shares of subsidiaries and associates,
investments in capital of subsidiaries andassociates
Long-term loans receivable
Prepaid pension costs
Other
Allowance for doubtful accounts

Total assets

Description(Liabilities)
Current liabilities
Notes payable - trade
Accounts payable for construction contracts
Short-term borrowings
Lease liabilities

Income taxes payable
Advances received on construction contracts
in progress
Deposits received

Provision for warranties for completed
construction
10,362
Provision for bonuses
Provision for bonuses for directors (and other(176)
officers)
Provision for loss on construction contracts
129,451
Asset retirement obligations
45,094
13,305Suspense receipt of consumption taxes
495
Other
489 Non-current liabilities
30,012Long-term borrowings
5
Lease liabilities
786
Deferred tax liabilities
Provision for share awards
1,088
Asset retirement obligations
83,26866,547
Other
Total liabilities
2,752 (Net assets)
Shareholders’ equity
8,899
Share capital
3,794
Capital surplus
3,213
Legal capital surplus(1,939)Other capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
Reserve for investment loss on developing
new businessReserve for tax purpose reduction entry of
non-current assets
General reserve
Retained earnings brought forward
Treasury shares
Valuation and translation adjustments
Valuation difference on available-for-salesecurities
Total net assets
342,384 Total liabilities and net assets
9- 46 -

142,476
1,962
47,713
19,821
2
3,186
19,122
19,005
607
3,562
35
859
18
23,9602,617
19,7895,108
3
14,267150
192
67
162,265
146,278
19,83825,54825,322
226
106,207
4,959
101,247
108
3,708
87,8009,631(5,316)33,84033,840180,119342,384

Non-Consolidated Statement of Income(April 1, 2023 through March 31, 2024)(Millions of Yen)
Description

AmountNet sales
Net sales of completed construction contracts
Net sales of real estate investment, development
business and other
Cost of sales

268,340

Cost of sales of completed construction contracts
Cost of real estate investment, development
business and other
Gross profit

238,224

Gross profit on completed construction contracts
Gross profit on real estate investment,
development business and other
Selling, general and administrative expenses

30,116

6,119

2,785

3,334

274,460

241,00933,45020,532
12,918Operating profit
Non-operating income
Interest and dividend income

1,722

Foreign exchange gains

329

Other

231

2,284

Non-operating expenses
Interest expenses

199

Commission expenses

54

Loss on investments in investment partnerships

52

Other

0

307
14,895

Ordinary profit
Extraordinary income
Gain on sale of investment securities

3,205

Other

610

3,815

Extraordinary losses
Loss on retirement of non-current assets

512

Other

9

522
18,189Profit before income taxes
Income taxes - current

5,440

Income taxes - deferred

180

5,620
12,568

Profit- 47 -

Non-Consolidated Statement of Changes in Equity(April 1, 2023 through March 31, 2024)(Millions of Yen)
Shareholders’ equity

Share
capitalBalance as of April 1,
2023

Legal
capitalsurplus19,83825,322

Capital surplus

Retained earnings

Other
capitalsurplus

Other retained earnings
Reserve fortax purpose
reduction
Generalentry ofreserve
non-current
assetsTotal
capitalsurplus–Reserve forinvestment
loss ondeveloping
new businessLegalretainedearnings

25,322

4,959

134

3,565

Retainedearnings
brought
forwardTotal
retainedearnings

87,0006,615

102,274

800

(800)

–

Changes during period
Provision of generalreserve
Dividends of surplus(8,635)(8,635)

Profit12,56812,568

108

(108)

–

(134)

134

–

176

(176)

–

(32)

32

–

Purchase of treasury
shares
Disposal of treasury
sharesProvision of reservefor investment loss
on developing new
business
Reversal of reservefor investment loss
on developing new
business
Provision of reserve
for tax purpose
reduction entry of
non-current assets
Reversal of reserve
for tax purpose
reduction entry of
non-current assets
Net changes in items
other thanshareholders' equity
Total changes during
periodBalance as of March
31, 2024

226

226

–

–

226

226

–

(26)

143

800

3,015

3,933

19,83825,322

226

25,548

4,959

108

3,708

87,8009,631

106,207- 48 -

(Millions of Yen)
Valuation and translation
adjustments

Shareholders’ equity

Balance as of April 1, 2023

Treasury shares

Total
shareholders’equity(5,185)142,250

Valuation difference Total valuation andon available-fortranslation
sale securities
adjustments

24,403

24,403Total
net assets

166,653

Changes during period
Provision of general reserve––

Dividends of surplus(8,635)(8,635)

Profit12,56812,568Purchase of treasury shares

(971)

(971)

(971)

Disposal of treasury shares

839

1,066

1,066

Provision of reserve forinvestment loss on developing new
business––

Reversal of reserve for investment
loss on developing new business––

Provision of reserve for tax
purpose reduction entry of noncurrent assets––

Reversal of reserve for tax purpose
reduction entry of non-current
assets––Net changes in items other thanshareholders' equity

9,437

9,437

9,437

Total changes during period

(131)

4,028

9,437

9,437

13,465

Balance as of March 31, 2024

(5,316)146,278

33,84033,840180,119- 49 -