The transactions pursuant to the Share Transfer described in this press release involve
securities of a Japanese company. The Share Transfer is subject to disclosure
requirements of Japan that are different from those of the United States. Financial
information included in this document, if any, was excerpted from financial statements
prepared in accordance with foreign accounting standards that may not be comparable
to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arisingunder the U.S. federal securities laws, since the issuer is located in Japan and some or
all of its officers and directors reside outside of the United States. You may not be able
to sue a Japanese company or its officers or directors in a Japanese court for violationsof the U.S. securities laws. It may be difficult to compel a Japanese company and its
affiliates to subject themselves to a U.S. court’s judgment. You should be aware that theissuer may purchase securities otherwise than under the Share Transfer, such as in the
open market or through privately negotiated purchases.
This document has been translated from the Japanese-language original for reference
purposes only. In the event of any conflict or discrepancy between this document and
the Japanese-language original, the Japanese-language original shall prevail in all
respects.
(Securities Code 6281)
June 7, 2021

To our shareholders:
Masaaki Shioiri
President and Representative Director
Maeda Seisakusho Co., Ltd.
1095, Onbegawa, Shinonoi, Nagano-shi, Nagano, Japan

Notice of the 71st Ordinary General Meeting of Shareholders
We are pleased to announce the 71st ordinary general meeting of shareholders
which will be held as indicated below.
Due to the spread of the novel coronavirus, the government’s request to refrainfrom holding meetings in person is still in place, so we kindly request shareholders
to consider the necessity of attending the meeting in person, bearing in mind yourown health and safety.
If you are not able to attend on the day, we ask that you indicate your vote on thevoting form, affix your seal and return the form to us.
―1―

1.
2.
3.

Date and Time: Tuesday, June 22, 2021, at 10:00 a.m. (JST)
Venue
Maeda Seisakusho Head Office, 3F Auditorium, 1095,
Onbegawa, Shinonoi, Nagano-shi, Nagano
Purpose of the Meeting
Matters to be Reported
1.

The Business Report and Consolidated Financial
Statements for the 71st fiscal year (from April 1,2020 to March 31, 2021), and the results of auditsof the Consolidated Financial Statements by the
Financial Auditor and the Audit & Supervisory
Board.

2.

The Non-Consolidated Financial Statements for the
71st fiscal year (from April 1, 2020 to March 31,
2021)

Matters to be Resolved
Proposal No. 1 Appropriation of Surplus
Proposal No. 2 Election of Six Directors
Proposal No. 3 Approval of Joint Share Transfer Plan
An overview of the proposals is as set forth below in the Reference Documents
Regarding Solicitation of the Exercise of Proxy Voting Rights, from page 2 to page 2.
〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰

◎When you attend the meeting, we kindly request you to present the enclosed voting form at thereception.
◎Among the documents to be provided with this Notice of the Ordinary General Meeting of
Shareholders, the Consolidated Financial Statements, the Non-Consolidated Financial
Statements and the Audit Report are posted on the Company’s website pursuant to laws andregulations and the Articles of Incorporation (https://www.maesei.co.jp) and are therefore notattached to this convocation notice.
◎If any revision is made to the Business Report, Consolidated Financial Statements or NonConsolidated Financial Statements, we will post the revisions on our website(https://www.maesei.co.jp).

―2―

Consolidated Balance Sheets(as of March 31, 2021)(Thousands of yen)
AssetsItem
Current assets
Cash and deposits
Notes receivable
and accounts
receivable - trade
Inventory assets
Accounts
receivable - other
Other

Liabilities
AmountItem

18,103,315
5,590,484
8,618,748
3,633,819
235,498
66,417

Allowance for
doubtful accounts(41,652)

Non-current assets
Property, plant andequipment

13,048,155

Assets for rent

3,785,772

Buildings andstructures
Machinery andvehiclesLand

10,245,975

2,034,367
530,270
3,072,136

Leased assets

546,140

Current liabilities
Accounts payable trade
Short-termborrowings
Lease obligations
Income taxes
payableProvision forbonuses
Provision forbonuses for
directors (and otherofficers)
Other
Non-current
liabilities
Long-term
borrowings
Lease obligations
Deferred tax
liabilities
Retirement benefit
liabilities
Other

Amount13,031,218
6,551,461
4,121,029
135,202406,865
625,350
44,1101,147,199
4,146,550
1,469,314
439,940
228,159
1,874,816
134,320

Other

277,287

Total liabilities

Intangible assets
Land leasehold
rights

94,868Net Assets
Shareholders’equitySoftware53,478

Capital stock

3,160,000

242

Capital surplus

111,020

2,707,311

Retained earnings

9,346,616

2,553,013

Treasury shares(109,190)

Other
Investments andother assets
Investment
securities

41,148―3―

17,177,769

12,508,446

Deferred tax assets

47,077

Other

169,266

Allowance for
doubtful accounts(62,046)

Total assets

31,151,470

Accumulated othercomprehensive
incomeValuationdifference on
available-for-salesecurities
Remeasurements ofdefined benefit
plans
Total net assets
Total liabilities
and net assets(Note) Amounts of less than 1,000 yen are rounded down.

―4―

1,465,255

1,258,698

206,556
13,973,701
31,151,470

Consolidated Statement of Income
April 1, 2020 to（ FromMarch）
31, 2021
Item(Thousands of yen)AmountNet sales

33,478,804

Cost of sales

26,647,320

Gross profit
Selling, general, andadministrative expenses
Operating profit

6,831,483
5,420,182
1,411,301

Non-operating income
Interest income

16,48557,813

Dividend income
Foreign exchange gains

16,746
21,977

Real estate rental income
Subsidy income

16,78934,211

Other

164,023

Non-operating expenses
Interest expenses
Loss on sales of notes receivable trade
Depreciation expenses

34,214Other

11,272

8,005
6,509

Ordinary profit

60,003
1,515,321

Extraordinary losses
Loss on retirement of non-current
assetsImpairment loss
Loss on valuation of investment
securities
Profit before income taxes

7,795
264
44,04852,107
1,463,213

503,196

Income taxes - current
Income taxes - deferred(38,609)464,586

Profit998,627

Profit attributable to owners of parent

998,627(Note) Amounts of less than 1,000 yen are rounded down.

―5―Non-Consolidated Balance Sheets(as of March 31, 2021)(Thousands of yen)
AssetsItem
Current assets
Cash and deposits

5,118,762

Notes receivable trade2,185,119

Accounts
receivable - trade

6,163,204

Merchandise andfinished goods

1,596,193

Work in progress
Raw materials andsupplies
Prepaid expenses
Accounts
receivable - otherOther

867,599
1,008,622
50,326229,309
121,221

Allowance for
doubtful accounts
Non-current assets
Property, plant andequipment

12,493,021

Assets for rent

2,804,173

Buildings

1,624,328

Structures

203,017

Machinery andequipment

459,013(39,735)
8,821,919

Vehicles

7,818

Tools, furniture,and fixtures

71,764Land

Liabilities
Item
Current liabilities
Accounts payable- tradeShort-termborrowings
Short-termborrowings ofsubsidiaries andassociates
Current portion of
long-term
borrowings
Lease obligations
Accounts payable- other
Expenses payable
Income taxes
payableConsumption
taxes payable
Advances
received
Deposits received
Provision forbonuses
Provision forbonuses for
directors (andother officers)
Non-current
liabilities
Long-term
borrowings

Amount17,300,623

Lease obligations
Deferred tax
liabilities
Retirement
benefit liabilities
Asset retirement
obligations

2,936,341―6―

Amount12,582,877
6,502,174
3,400,000
27,311

635,558
134,476
284,030
264,741
354,700
187,883
161,382
61,358535,260
34,0004,083,904
1,454,484
439,093
228,159
1,927,400
22,630Leased assets
Construction inprogress
Intangible assets
Land leasehold
rightsSoftware
Other
Investment andother assets
Investment
securities
Shares of
subsidiaries andassociates
Investment incapitalLong-term loans toemployees
Long-term loans to
subsidiaries andassociates
Bankruptcy orreorganization
claimsLong-term prepaid
expenses

544,615

Other

170,845

Total liabilities

91,502

Net Assets
Shareholders’equityCapital stock
Capital surplus

41,14850,127
227

12,136
16,666,782

11,868,163
3,160,000
111,020

3,579,599

Capital reserves

100,000

2,553,013

Other capitalsurplus11,02050,000Retained earnings

8,706,333

92

Retained earnings
reserves

400,000

Other retained
earnings

10,111

8,306,333

2,282,599

General reserve

6,100,000

17,548Retainedearnings
brought forward

2,206,333

21,205

Treasury shares

Valuation and
Other102,060translation
adjustments
Other valuation
Allowance fordifference on(1,457,031)
doubtful accounts
available-for-salesecurities
Total net assets
Total liabilities
Total assets
29,793,644
and net asset(Note) Amounts of less than 1,000 yen are rounded down.

―7―(109,190)
1,258,698

1,258,698
13,126,862
29,793,644

Non-Consolidated Statement of Income
April 1, 2020 to（ FromMarch）
31, 2021
Item(Thousands of yen)AmountNet sales
Cost of sales

31,305,168
25,577,398

Gross profit
Selling, general, andadministrative expenses
Operating profit

5,727,770
4,539,767
1,188,003

Non-operating income
Interest income

25,049Foreign exchange gains
Dividend income

16,74657,813

Real estate rental income
Other

80,91735,247

Non-operating expenses
Interest expenses
Loss on sales of notes receivable trade
Depreciation expenses

215,774

30,012
8,005
45,670Other

14,383

Ordinary profit
Extraordinary losses
Loss on retirement of non-current
assetsImpairment loss
Loss on valuation of investment
securities
Profit before income taxes
Income taxes - current

98,072
1,305,705

363
264
44,04844,676
1,261,029

413,545(36,729)

Income taxes - deferred
Net profit

376,816884,213(Note) Amounts of less than 1,000 yen are rounded down.

―8―Reference Documents Regarding Solicitation of the Exercise of
Proxy Voting Rights
1. Party soliciting the exercise of proxy voting rights
Masaaki Shioiri, President andRepresentative Director
Maeda Seisakusho Co., Ltd.

2. Proposals and Reference Matters
Proposal No. 1: Appropriation of Surplus
Taking into account the factors such as the enhancement of our management
framework and future business expansion, and also giving due attention tointernal reserves, the Company proposes the following appropriation of surplus.
The Company intends to use internal reserves for investment, etc. to improve
corporate value and return them to our shareholders through future businessexpansion.
In return to the support of our shareholders, while taking into accountbusiness performance for the fiscal year, we propose an ordinary dividend of
10 yen per common share of the Company as follows, the same as in the last
fiscal year.
Therefore, we propose a year-end dividend for the fiscal year as follows:
1. Year-end dividend(1) Type of dividend property
Cash(2) Allotment of dividend property and the aggregate amount thereof
10 yen per common share of the Company
Aggregate dividend amount: 158,730,470 yen(3) Effective date of dividend of surplus
June 23, 2021

―9―

Proposal No. 2: Election of Six Directors
The term of office of all seven Directors will expire upon the conclusion ofthis general meeting. As a result of revision of the management framework
working towards the business integration scheduled for October, the number of
Directors will be reduced by one, and we propose the election of six Directors.
Candidates for Director

Name(Date of Birth)

Masaaki Shioiri(February 5,
1958)

Career Summary, and Positions andResponsibilities at the Company (Significant
Positions Held at Other Companies)

Numberof Sharesof theCompany HeldApril 1981 Joined the Company
April 2008 Executive Officer, Manager ofMachinery
Sales
Department,
Industrial Machinery Division
October
Department
Managerof2008
Manufacturing Department andGroup Manager of Environmental
Construction Machinery Group,
Industrial Machinery Division
April 2009 Deputy Division General Manager
of Industrial Machinery Division and
Department
Managerof
Manufacturing Department
June 2009 Director
April 2010 Managing Officer
October
Deputy Division General Manager
2010
of Industrial Machinery Division,
Department
Managerof
Manufacturing Department, andDepartment Manager of Planning &Management Department
April 2011 Deputy Division General Manager
of Industrial Machinery Division and
Department Manager of Industrial
Machinery Business Department

60,300shares―10―Name(Date of Birth)

Career Summary, and Positions andResponsibilities at the Company (Significant
Positions Held at Other Companies)

April 2021 Division General Manager ofIndustrial Machinery Division
April 2013 Representative
DirectorandPresident, Executive Officer andPresident (to the present)
February Joined the Company
1989
April 2005 Executive Officer, Branch General
Manager of Yamanashi Branch,
Construction Machinery Division
April 2009 Branch General Manager of Koshin
Branch, Construction Machinery
Division
April 2010 Managing Officer
April 2010 Division General Manager ofConstruction Machinery Division (toMasahiko Ichigi
the present)
June 2010 Director (to the present)(January 7, 1961) April 2013 Senior Managing Officer
April 2019 Executive Officer and Vice
President (to the present)
April 1982 Joined Maeda Corporation
April 2003 Deputy General Manager of FinanceGroup, Finance Department, Maeda
Corporation Head OfficeNovember Department
Managerof
2006Management Department, Chubu
Branch, Maeda Corporation
April 2014 SecondedtotheCompany.
Executive Officer, Deputy General
Yasuo KatoManager of Executive Management
Division and Department Manager(November 8,of Management Department
1959)
June 2015 Resigned from Maeda Corporation―11―

Numberof Sharesof theCompany Held

59,700shares

26,000sharesName(Date of Birth)

Career Summary, and Positions andResponsibilities at the Company (Significant
Positions Held at Other Companies)
June 2015 Joined the Company
June 2015 Director (to the present)
July 2015 Division General Manager of
Executive Management Division
April 2016 Managing Officer
April 2017 Division General Manager of
Executive Management Division (tothe present)
April 2019 Senior Managing Officer (to thepresent)―12―

Numberof Sharesof theCompany HeldName(Date of Birth)

Career Summary, and Positions andResponsibilities at the Company (Significant
Positions Held at Other Companies)

March 1980 Joined the Company
April 2002 Department
ManagerofDevelopment & Design Group,
Development Division
April 2003 Manager of Development Design
Team, Development Engineering
Department,
Manufacturing
Department, Industrial Machinery
Division
October
Seconded to Neox Co., Ltd.
2003
October
Department Manager of Engineering
2003
Sales Department, Neox Co., Ltd.
June 2007 Representative
DirectorandPresident
of
Neox
Co.,
Ltd.
Tomiaki Habasaki
April 2012 Executive Officer and Department
Manager of Industrial Machinery(October 26,
Business Department, Industrial
1957)
Machinery Division
April 2016 Managing Officer, General Manager
of Industrial Machinery Division (tothe present)
June 2016 Director (to the present)
April 1992 Joined the Company
April 2014 Deputy
Department
GeneralManager in Charge of Fine Powder,
New Business Unit
April 2016 Deputy Unit General Manager of
New Business Unit
April 2017 Executive Officer, Unit General
Manager of New Business Unit
April 2019 Managing Officer (to the present)
Masayoshi Ito April 2019 General Manager of Engineering
Division (to the present)―13―

Numberof Sharesof theCompany Held35,100shares

16,300sharesName(Date of Birth)

Career Summary, and Positions andResponsibilities at the Company (Significant
Positions Held at Other Companies)(April 23, 1968) June 2019

April 1991
April 2000
April 2005

April 2010
June 2011
MasaakiTakahashi(September 30,
1958)

April 2012
April 2015
June 2015
April 2018

Numberof Sharesof theCompany HeldDirector (to the present)

Registered as a lawyer (Nagano Bar
Association) (to the present)
Vice President of the Nagano Bar
Association
Specially Appointed Professor,
Legal
Research
Department,
Graduate School of Law, Shinshu
University,
Conciliation committee member (tothe present)
0 shares
Audit & Supervisory Board
Member of the Company
Vice President of the Nagano Bar
Association
President of the Nagano Bar
Association
Director of the Company (to thepresent)
Vice President of the Japan
Federation of Bar Associations―14―1. Limitation of Liability Agreements with the Candidates
The Company has entered into an agreement with Mr. Masaaki
Takahashi limiting liability for compensation of damage under Article423(1) of the Companies Act, and the liability for compensation ofdamage is limited to the minimum amount of liability provided in
Article 425(1) of the Companies Act. If Mr. Takahashi is reappointed,
the Company plans to continue the above limitation of liability
agreement with Mr. Takahashi.
2. Of the candidates for Director, Mr. Yasuo Kato served as an executiveat the Company’s parent company, Maeda Corporation. Please note that
Mr. Kato’s position and responsibilities at Maeda Corporation for thelast 10 years are as stated in the section above.
3. Of the candidates for Director, Mr. Masaaki Takahashi is a candidate for
Outside Director.
Please note that the Company has given notice that Mr. Takahashi
serves as an independent director pursuant to the rules of the Tokyo
Stock Exchange, and if elected, the Company plans for Mr. Takahashi
to continue to serve as an independent director.
4. With respect to Mr. Takahashi, although he does not have experience
being directly involved in management, the Company anticipates that hewill fully fulfil his role as an Outside Director, including by means suchas performing a management supervising function from his expert
perspective as a lawyer and monitoring conflicts of interest between thecontrolling shareholder and minority shareholders. We therefore
propose that he be reappointed.
5. Mr. Takahashi will have served as an Outside Director and Outside
Audit & Supervisory Board Member of the Company for 10 years at thetime that this general meeting concludes. Of those 10 years, he hasserved as an Outside Director for six years and as an Outside Audit &Supervisory Board Member for four years.
6. Mr. Takahashi has never served as an executive of the Company or its
subsidiaries.
7. Mr. Takahashi is not a parent company, etc. of the Company, and has
not been a parent company, etc. of the Company in the last 10 years.
8. Mr. Takahashi is not an executive or officer of a specified associatedservice provider of the Company, and has not been an executive or
officer of a specified associated service provider of the Company in thelast 10 years.
9. Mr. Takahashi is not scheduled to receive, and has not received in the―15―

last two years, a large sum of money or other property from theCompany or a specified associated service provider of the Company.
10. Mr. Takahashi is not the spouse, relative within the third degree ofkinship or person otherwise equivalent thereto of the Company’s parent
company, etc., the Company, or an executive or officer of specified
associated service provider of the Company.
11. The Company enters into officer, etc. damage liability insurance
contracts with insurance companies and indemnifies damage incurred
due to liability regarding the execution of duties borne by the insured
party, etc. by means of such insurance contract. The candidates areincluded in the insured parties under such insurance contract. The
Company also plans to renew the contract with the same terms uponnext renewal.

―16―

Proposal No. 3:

Approval of Joint Share Transfer Plan with Maeda Road
Construction Co., Ltd., and Maeda Seisakusho Co., Ltd.

The Company, Maeda Road Construction Co., Ltd. (“Maeda Road”), andMaeda Seisakusho Co., Ltd. (“Maeda Seisakusho”; and the Company, Maeda
Road, and Maeda Seisakusho are collectively referred to as the “Three
Companies”) have agreed to establish INFRONEER Holdings Inc. as the wholly
owning parent company of the Three Companies (the “Holding Company”) andconduct a business integration (the “Business Integration”) by means of a joint
share transfer (the “Share Transfer”) as of October 1, 2021, and pursuant toresolutions passed at the meetings of the boards of directors of the Three
Companies held on May 14, 2021 the Three Companies have jointly prepared ashare transfer plan regarding the Share Transfer (the “Share Transfer Plan”) dated
as of May 14, 2021.
The Company would like approval for the Share Transfer Plan in order to carryout the Share Transfer.
The reasons for conducting the Share Transfer, an overview of the details of
the Share Transfer Plan and other matters regarding this proposal are as follows.
1. Reasons for Conducting the Share Transfer(1) Background to the Business Integration
Based on their current strong capital alliance, the Three Companies haveleveraged their respective strengths as group companies and broadly grownvarious businesses such as construction business, civil engineering business,road paving business, manufacturing and sales business and infrastructure
operation business.
Taking a wider view of the long-term business environment in Japan, it ispredicted that the loss of tax revenues from a shrinking population and theincrease in social security costs for an aging society will put a strain on
national and local government budgets, leading to further degradation ofsocial infrastructure, leaving few funds for investment even in maintaining
existing infrastructure, let alone new construction. Considering that as theworking-age population declines due to the low birth rate, the shortage oflabor will become more severe, making digitalization inevitable, theconstruction industry will also be forced to change its values and even the―17―very structure of the industry.
In such a business environment, with the goal of achieving continuous
growth for the whole group, the group has set the goal of transforming into
an “integrated infrastructure service company” over the medium to long term,
and the Three Companies have agreed to (i) switch to a business model thatwill enable us to expand our business both upstream and downstream, andproduce broad, stable, and continuous profits by engaging in a wide range ofinfrastructure fields, such as roads, water and sewerage, airports, ports, andMICE facilities, while leveraging our strengths to the maximum extent byremaining centered on the traditional core business of the Three Companies,
which is construction contracting business such as design, construction, andmanufacturing, and (ii) enhance the management base through cooperative
promotion of digitalization strategies targeting productivity reforms,
technical development, and personnel development, etc. In order to achievethis, it is important to unify the entire group, improve the liquidity andappropriate allocation of management resources, and speed up management
decision making, which has led us to consider changing to a holding
company structure.
(2) Purpose of the Business Integration
As discussed above, with significant changes in the future businessenvironment, we believe that in order to unify the whole group and achieve
continuous growth, it is essential to maximize our synergies as a group, suchas by further strengthening coordination among the Three Companies,
creating a strong management base capable of responding to changes in theenvironment, and appropriately allocating management resources. We firmly
believe that transitioning to a holding company structure through theBusiness Integration to execute a unified group strategy will serve toimprove corporate value not only of the Three Companies, but of the groupas a whole. We anticipate that the Business Integration will allow us toachieve the following synergies.
① Improvement of group-wide earning capacity and creation of a newrevenue base
By mutually sharing management resources (personnel, customer bases,
networks in their active areas, all types of technology and knowhow, etc.)that the Three Companies have demonstrated as their strengths in theirrespective fields of expertise in the construction contracting businesses thatthey have built up in Japan and internationally – the Company’s civil―18―

engineering and construction businesses, Maeda Road’s road paving andmanufacturing and sale businesses, and Maeda Seisakusho’s construction
machinery-related business – and effectively leveraging them as the group’s
management resources, we hope to expand the scope of construction
contracting business activities and improve the earning capacity of eachcompany.
As discussed above in (1), even as national and local government budgets
are predicted to undergo further strain, the need to address aging
infrastructure is also rapidly increasing, which will leave few funds forinvestment even in maintaining or renewing existing infrastructure, let alone
new construction; in order to resolve this issue, new markets for publicprivate collaboration, including comprehensive public infrastructure
management and PPP and concessions, are all but certain to see rapid growth.
We believe that by combining the construction contracting technology andknowhow that the Three Companies have respectively developed in suchmarkets and the Company’s concession business, etc. technology andknowhow, we can obtain a strong competitive edge, and anticipate strong
revenues and the establishment of a stable, new revenue base.
② Joint promotion of group-wide technical development, DX, andpersonnel development
As discussed above in (1), in light of the situation where changes in thebusiness environment are being rapidly accelerated by the coronavirus
pandemic, it is essential for the whole group to present a unified response,rather than each company responding by itself, in order to deal with the speedof these rapid changes, and we believe that now is the time to engage. We
believe that, going forward, technical development with a sense of urgency,
collection and centralized management of big data relating to construction
contracting business and infrastructure management which will be futuresources of new value, optimization and enhancement of group management
through the development of digital tools, and enhancement of management
resources such as the strength of our personnel which gives us a competitiveedge, are essential elements in a growth strategy in this kind of environment.
In addition to implementing such changes as a unified group rather than as
independent initiatives by each company, we believe that collaborative
business and alliances with diverse business partners is also important, andwe believe that we can maximize the effect of such changes throughcooperation in technical development and sharing of personnel development
centers of each company.
―19―

2. Overview of the Details of the Share Transfer Plan
The overview of the details is as stated in the Share Transfer Plan (Copy) below.
Share Transfer Plan (Copy)
Maeda Corporation (“Maeda Corporation”), Maeda Road Construction Co., Ltd.
(“Maeda Road”), and Maeda Seisakusho Co., Ltd. (“Maeda Seisakusho”) haveagreed to carry out a share transfer by means of joint share transfer, and havetherefore prepared a share transfer plan as follows (this “Share Transfer Plan”).
Article 1
Share Transfer
Maeda Corporation, Maeda Road and Maeda Seisakusho will carry out a sharetransfer plan in accordance with the provisions of this Share Transfer Plan
whereby the newly incorporated wholly owning parent company incorporated
through a share transfer (“NewCo”) will be caused to acquire all of the issued
shares of Maeda Corporation, Maeda Road and Maeda Seisakusho on NewCo
Incorporation Date (defined in Article 6; same hereinafter) by means of a joint
share transfer (the “Share Transfer”).
Article 2

Purpose, Trade Name, Location of Head Office, Total Number ofAuthorized Shares of NewCo and Other Matters Set Forth in the
Articles of Incorporation
1. The purpose, trade name, location of head office, and total number of authorizedshares of NewCo are as follows:(1) Purpose
The purpose of NewCo shall be as set forth in Article 2 of the Articles ofIncorporation.
(2) Trade name
The trade name of NewCo shall be インフロニア・ホールディングス
株式会社 in Japanese and INFRONEER Holdings Inc. in English.
(3) Location of head office
NewCo’s head office shall be Chiyoda-ku, Tokyo(4) Total number of authorized shares
The total number of authorized shares of NewCo shall be 1,200,000,000
shares.
2．In addition to matters provided in Article 2.1, matters provided in NewCo’s
Articles of Incorporation are as stated in the Exhibit Articles of Incorporation.
Article 3

NewCo’s Directors Upon Incorporation and Audit & Supervisory―20―

Board Members Upon Incorporation
1．NewCo’s Directors upon incorporation shall be as follows:
Soji Maeda
Kazunari Kibe
Hirotaka Nishikawa
Masaaki Shioiri
Keiichiro Hashimoto (Outside Director)
Seiichiro Yonekura (Outside Director)
Koichi Moriya (Outside Director)
Rie Murayama (Outside Director)
Atsushi Takagi (Outside Director)
2．NewCo’s Financial Auditor is as follows:
Ernst & Young ShinNihon LLC
Article 4

Shares to be Delivered in the Share Transfer and the Allotment
Thereof
1 ． The numbers of common shares of NewCo that NewCo will deliver toshareholders of Maeda Corporation, Maeda Road and Maeda Seisakusho at thetime immediately before the point in time that it acquires all of the issued sharesof Maeda Corporation, Maeda Road and Maeda Seisakusho in the Share
Transfer (the “Base Time”) in exchange for the common shares of Maeda
Corporation, Maeda Road and Maeda Seisakusho are as follows:(1) The number of common shares that Maeda Corporation has issued as of theBase Time multiplied by 1;(2) The number of common shares that Maeda Road has issued as of the BaseTime multiplied by 2.28; and(3) The number of common shares that Maeda Seisakusho has issued as of theBase Time multiplied by 0.58．
2. NewCo will allot common shares of NewCo delivered pursuant to theprovisions of Article 4.1 to the shareholders of Maeda Corporation, Maeda Road
and Maeda Seisakusho in the following ratios:(1) Ratio of 1 common share of NewCo for each common share of Maeda
Corporation held by shareholders of Maeda Corporation;(2) Ratio of 2.28 common shares of NewCo for each common share of Maeda
Road held by shareholders of Maeda Road; and(3) Ratio of 0.58 common shares of NewCo for each common share of Maeda
Seisakusho held by shareholders of Maeda Seisakusho.
3．If a fraction of a whole share arises in the calculations in Articles 4.1 and 4.2, it
will be processed pursuant to the provisions of Article 234 of the Companies―21―

Act and other related laws and regulations.
Article 5
Amounts of NewCo’s Capital and Reserves
The amounts of capital and reserves of NewCo on the NewCo Incorporation
Date are as follows:(1) Amount of capital
20,000,000,000 yen(2) Amount of capital reserves
5,000,000,000 yen(3) Retained earnings reserves
0 yen
Article 6
The NewCo Incorporation Date
The date on which establishment of NewCo is to be registered (the “NewCo
Incorporation Date”) shall be October 1, 2021; provided, however, that this may
be changed pursuant to agreement, upon discussion among Maeda Corporation,
Maeda Road and Maeda Seisakusho when necessary due to progress of theprocedures for the Share Transfer or any other necessary reason.
Article 7
General Meetings of Shareholders to Approve the Share Transfer
1．Maeda Corporation will seek adoption of a resolution approving this Share
Transfer Plan and regarding other matters necessary for the Share Transfer at its
ordinary general meeting of shareholders to be held on June 23, 2021.
2．Maeda Road will seek adoption of a resolution approving this Share Transfer
Plan and regarding other matters necessary for the Share Transfer at its ordinary
general meeting of shareholders to be held on June 25, 2021.
3．Maeda Seisakusho will seek adoption of a resolution approving this Share
Transfer Plan and regarding other matters necessary for the Share Transfer at its
ordinary general meeting of shareholders to be held on June 22, 2021.
4．Notwithstanding the provisions of Articles 7.1, 7.2 and 7.3, the dates of thegeneral meetings of shareholders seeking resolutions approving this Share
Transfer Plan and regarding other matters necessary for the Share Transfer
provided in Articles 7.1, 7.2 and 7.3 may be changed pursuant to agreement,
upon discussion among Maeda Corporation, Maeda Road, and Maeda
Seisakusho, when necessary due to progress of the procedures for the Share
Transfer or any other necessary reason.
Article 8
Dividends of Surplus
1．Maeda Corporation may pay a dividend of surplus of up to 38 yen per share to―22―

shareholders of common shares and registered pledgees of shares stated orrecorded in the last shareholder register as of March 31, 2021.
2．Maeda Road may pay a dividend of surplus of up to 70 yen per share toshareholders of common shares and registered pledgees of shares stated orrecorded in the last shareholder register as of March 31, 2021.
3．Maeda Seisakusho may pay a dividend of surplus of up to 10 yen per share toshareholders of common shares and registered pledgees of shares stated orrecorded in the last shareholder register as of March 31, 2021.
4．Except for in the cases provided in Articles 8.1, 8.2 and 8.3, Maeda Corporation,
Maeda Road and Maeda Seisakusho shall not pass a resolution to pay a dividendof surplus during the period after the preparation of this Share Transfer Plan
until the NewCo Incorporation Date, except for where agreed, upon discussion
among Maeda Corporation, Maeda Road and Maeda Seisakusho.
Article 9
Listing and Shareholder Register Administrator
1．On the NewCo Incorporation Date, NewCo plans to list its issued commonshares on the First Section of Tokyo Stock Exchange, Inc., and upon discussion
among Maeda Corporation, Maeda Road and Maeda Seisakusho, Maeda
Corporation, Maeda Road and Maeda Seisakusho shall mutually cooperate asmuch as possible and carry out the procedures necessary for such listing.
2．The shareholder register administrator upon incorporation of NewCo shall be
Mizuho Trust & Banking Co., Ltd.
Article 10
Cancellation of Treasury Shares
To the extent practically possible, as of the Base Time, Maeda Corporation,
Maeda Road and Maeda Seisakusho will cancel all treasury shares (including
treasury shares acquired through the purchase of shares in relation to theexercise of dissenting shareholders’ share purchase demand provided in Article
806(1) of the Companies Act during the Share Transfer) that they hold as of theBase Time, pursuant to resolutions of meetings of their respective boards of
directors held no later than the day preceding the NewCo Incorporation Date.
Article 11
Management, etc. of Company Property
During the period after the preparation of the Share Transfer Plan until the
NewCo Incorporation Date, Maeda Corporation, Maeda Road and Maeda
Seisakusho shall respectively themselves, and cause their subsidiaries to, execute
their business and manage and operate their property with the due care of a prudent
manager. Except for where expressly provided in this Share Transfer Plan, during
the period after the preparation of the Share Transfer Plan until the NewCo―23―

Incorporation Date, Maeda Corporation, Maeda Road and Maeda Seisakusho shall
only respectively carry out, or cause the performance of, any act that could have amaterial adverse effect on the property, or rights and obligations, of themselves ortheir subsidiaries, after obtaining the consent of all other parties upon discussion inadvance among Maeda Corporation, Maeda Road, and Maeda Seisakusho.
Article 12
Effect of this Share Transfer Plan
This Share Transfer Plan will lose effect if (i) a resolution approving this Share
Transfer Plan or regarding matters necessary for the Share Transfer cannot be
obtained at any of the general meetings of shareholders of Maeda Corporation,
Maeda Road and Maeda Seisakusho provided in Article 7, (ii) the approval, etc.
of the relevant authorities, etc. stipulated by laws and regulations necessary for
the Share Transfer cannot be obtained by the NewCo Incorporation Date, or (iii)the Share Transfer is suspended pursuant to Article 13.
Article 13

Amendment of Share Transfer Terms and Suspension of the
Share Transfer
If any of the following events applies during the period after preparation of thisShare Transfer Plan until the NewCo Incorporation Date, the terms of the Share
Transfer and other details of this Share Transfer Plan may be amended, or the
Share Transfer may be suspended by agreement, upon discussion among Maeda
Corporation, Maeda Road and Maeda Seisakusho:(1) If it has been determined that there has been an event that has caused amaterial change or effect on the business, finances or management of
Maeda Corporation, Maeda Road or Maeda Seisakusho, or their subsidiary;(2) If it has been determined that circumstances that significantly impede theexecution of the Share Transfer has occur or has been known to occur; or(3) Any other case where it has become significantly difficult to achieve theobjective of this Share Transfer Plan.

Article 14
Matters for Discussion
In addition to matters provided in this Share Transfer Plan, matters not provided
herein and any other matters necessary for the Share Transfer will be determinedthrough agreement, upon discussion among Maeda Corporation, Maeda Road
and Maeda Seisakusho, in accordance with the intent of this Share Transfer Plan.
End

―24―

IN WITNESS WHEREOF, Maeda Corporation, Maeda Road and Maeda
Seisakusho have caused this Share Transfer Plan to be prepared in triplicate by
affixing their names and seals hereto and each has retained one original copy hereof.
May 14, 2021
Maeda Corporation:

Soji Maeda, President andRepresentative Director
MAEDA CORPORATION
2-10-2 Fujimi, Chiyoda-ku,
Tokyo

Maeda Road:

Yasuhiko Imaizumi, President
and Representative Director
MAEDA
ROAD
CONSTRUCTION CO., LTD.
1-11-3 Osaki, Shinagawa-ku,
Tokyo

Maeda Seisakusho:

Masaaki Shioiri, President &Representative Director
MAEDA SEISAKUSHO CO.,LTD.
1095 Onbegawa, Shinonoi,
Nagano-shi, Nagano―25―

Exhibit
INFRONEER Holdings Inc. Articles of Incorporation
Chapter 1 General Provisions
Article 1
Trade Name
The trade name of the Company shall be インフロニア・ホールディングス株
式会社 in Japanese and INFRONEER Holdings Inc. in English.
Article 2
Purpose
1. The purpose of the Company shall be to engage in the following businesses
and to manage the business activities of companies engaged in the following
businesses by holding shares or equity in such companies:(1) Contracting, planning, surveying, design, construction work,
supervision and consulting for civil engineering construction andother construction in general, as well as the production and sale ofvarious materials for civil engineering construction;(2) Design, manufacture, sale, lease, repair, export and import, andinstallation work contracting for construction machinery, vehicles,industrial machinery, agriculture, forestry and fishery machinery, allother types of machinery and equipment, all types of steel products
and the respective parts therefor;(3) Real estate sale, lease, agency, management and appraisal;(4) Design, supervision, construction work and sale of homes;(5) Regional development, urban development, ocean development,
resource development, energy development, space development,
environmental improvement, business and contracting relating toemissions trading, planning, design, supervision, construction work,
management and consulting relating thereto;(6) Planning, design, construction work, supervision, ownership,
assignment, maintenance, management, and operation of roads,
railroads, ports, airports, river facilities, water supply, sewerage,
government buildings, waste treatment facilities, parking lots, otherpublic facilities, and facilities, etc. equivalent thereto;(7) Ownership, operation, consulting and leasing of accommodation
facilities such as hotels and inns, sports facilities such as golf courses,
tennis courts and stadiums, recreational facilities such as amusement
centers, amusement parks, zoos and botanical gardens, medical
facilities, educational facilities and restaurants, as well as the purchase―26―

and sale of golf club memberships and sports club memberships;(8) Data processing using computers, as well as software development
and sale;(9) Business relating to the lending of money;(10) Software planning and development for, acquisition, lease, and sale ofintangible property rights such as industrial property rights, knowhow,and copyrights;(11) Development, design, production, repair, lease and sale of all types ofkneading devices and systems and software related thereto;(12) Mining, extraction, manufacture and sale of minerals, gravel, sand,soil, stones and other types of building materials;(13) Production, processing and sale of agricultural products, forestry
products, livestock products, and marine products, development andoperation of related facilities, as well as acquisition, development,
licensing and sale of related technologies;(14) Business relating to environmental protection such as removal ofenvironmental
pollutants,soil
decontamination,water
decontamination of rivers, lakes and harbors, and collection,transportation, treatment, disposal and reuse of waste matter andconstruction biproducts, as well as investigation, planning,supervision, construction work, management and consulting relating
thereto;(15) Business relating to power generation and energy supply such as
electricity and heat, as well as facility management, operation andlease relating thereto;(16) Investment in sales-related business;(17) Design, manufacture, sale, lease, repair, export and import of all typesof steel products and non-ferrous metal products;(18) Design, construction work, management and contracting of all typesof plants and other construction;(19) Sale, lease, export and import of all types of construction and otherindustrial materials and equipment;(20) Sale of automobiles, motorized bicycles, bicycles and the components
and accessories therefor, as well as the sale, lease, repair, export andimport of related equipment and parts;(21) Sale, export and import of sports goods, musical instruments, clothing,
and residential facilities and equipment;(22) Damage insurance agency business;(23) Lease, sale and manufacture of nursing goods and nursing equipment;―27―

(24) Worker dispatch business;(25) Manufacture and sale of metal powder materials, etc.
(26) Holding, investment, management, purchase and sale of financial
products such as securities and other investment business; and(27) All business whatsoever ancillary or related to each of the preceding
subparagraphs.
2. The Company may carry out the businesses provided in each of the
subparagraphs of Article 2.1, as well as the following businesses and allbusiness whatsoever ancillary or related thereto:(1) Management planning, general affairs, personnel and finance-related
business, as well as other business deemed necessary for groupcompanies, etc.; and(2) Work related to collection and distribution of funds, loan business andbusiness investing surplus funds for group companies, etc.
Article 3
Location of Head Office
The Company’s head office will be located in Chiyoda-ku, Tokyo.
Article 4
Corporate Organs
As a company with a nominating committee, etc., the Company will have general
meetings of shareholders, Directors and the following corporate organs:(1) Board of Directors;(2) Nominating Committee, Audit & Supervisory Board, andCompensation Committee (“Nominating Committee, etc.”);(3) Executive Officers; and(4) Financial Auditor.
Article 5
Method of Public Notice
The Company’s method of public notice shall be electronic public notices;
provided, however, that in the event that an electronic public notice cannot be
issued due to an accident or other unavoidable circumstances, notices will be
published in the Nihon Keizai Shimbun.
Chapter 2 Shares
Article 6
Total Number of Authorized Shares
The total number of authorized shares of the Company shall be 1,200,000,000
shares.
―28―Article 7
Acquisition of Treasury Shares
Pursuant to the provisions of Article 165(2) of the Companies Act, the Company
may acquire treasury shares pursuant to a resolution of the Board of Directors.
Article 8
Number of Shares Constituting One Unit
The number of shares constituting one unit of the Company shall be 100 shares.
Article 9
Rights Regarding Shares of Less than One Unit
Shareholders of the Company may not exercise rights other than the following
rights with respect to shares of less than one unit held thereby:(1) The rights set forth in each item of Article 189(2) of the Companies
Act;(2) The right to make a demand pursuant to the provisions of Article
166(1) of the Companies Act;
(3) The right to receive allotment of shares for subscription and allotmentof share options for subscription in proportion to the number of shares
held by shareholders; and(4) The right to make a demand pursuant to the provisions of Article 10.
Article 10 Demand for Sale of Shares of Less than One Unit
Pursuant to the provisions of the share handling rules, shareholders of theCompany may demand that the Company sell them shares in a number such thatwhen added to the shares less than one unit held thereby they will constitute one
unit.
Article 11 Share Handling Rules
The handling and fees in relation to the Company’s shares shall be in accordancewith the provisions of laws and regulations, or these Articles of Incorporation, as
well as the share handling rules set forth by the Board of Directors.
Article 12 Shareholder Register Administrator
1. The Company will have a shareholder register administrator.
2. The shareholder register administrator and the location where it handles
administrative work will be determined by resolution of the Board of
Directors or the Executive Officer appointed therewith by resolution of theBoard of Directors, and public notice will be provided.
3. The preparation of the shareholder register and the share option register, as
well as the keeping and other administration relating to the shareholder
register and share option register, will be delegated to the shareholder register―29―

administrator and will not be handled by the Company
Chapter 3 General Meetings of Shareholders
Article 13 Convocation
The Company’s ordinary general meeting of shareholders will be convened inJune each year and extraordinary general meetings of shareholders will be
convened as necessary.
Article 14 Record Date for the Ordinary General Meeting of Shareholders
The record date for voting rights at the ordinary general meeting of shareholdersof the Company will be March 31 each year.
Article 15 Convenor
1. General meetings of shareholders will be convened by the Director
determined in advance by the Board of Directors.
2. If the Director provided in Article 15.1 has an accident, general meetings ofshareholders will be convened by another Director in accordance with theorder determined in advance by the Board of Directors.
Article 16 Chair
1. General meetings of shareholders will be chaired by the Director or
Executive Officer determined in advance by the Board of Directors.
2. If the Executive Officer or Director provided in Article 16.1 has an accident,
general meetings of shareholders will be chaired by another Director or
Executive Officer in the order determined in advance by the Board of
Directors.
Article 17

Online Disclosure of Reference Documents for General Meetings ofShareholders, etc. and Deemed Provision
When convening general meetings of shareholders, the Company may deem
information regarding matters to be stated or shown in reference documents forgeneral meetings of shareholders, business reports, financial statements, andconsolidated financial statements to have been provided to shareholders by
disclosing such information on the Internet in accordance with the provisions oforders of the Ministry of Justice.

Article 18 Proxy Voting
1. Shareholders may exercise voting rights acting as the proxy of one other―30―

shareholder who holds voting rights for the Company.
2. A shareholder or proxy provided in Article 18.1 must submit a document
evidencing the right of proxy for each general meeting of shareholders.
Article 19 Method of Resolutions
1. Except for where otherwise provided by laws and regulations, or these
Articles of Incorporation, resolutions of general meetings of shareholders
shall be adopted by a majority of votes of attending shareholders who can
exercise the right to vote.
2. Resolutions provided in Article 309(2) of the Companies Act shall be
adopted by a 2/3 majority of votes of attending shareholders at a meeting
attended by shareholders holding at least 1/3 of the voting rights ofshareholders who can exercise the right to vote.
Article 20 Minutes
Minutes of general meetings of shareholders will be prepared in writing or as anelectromagnetic record in accordance with the provisions of laws and regulations.
Chapter 4 Directors and Board of Directors
Article 21 Number of Directors
The Company shall have no more than 20 Directors.
Article 22 Method of Appointment
1. Directors will be appointed by resolution of the general meeting ofshareholders.
2. Resolutions for the appointment of Directors shall be adopted by a majorityof votes at a meeting attended by shareholders holding at least 1/3 of voting
rights of shareholders who can can exercise the right to vote.
3. Resolutions for the appointment of Directors shall not be by cumulative
voting.
Article 23 Term of Office
The term of office of Directors shall be until the conclusion of the last ordinary
general meeting of shareholders for the business year ending within one year after
their appointment.
Article 24 Authority of the Board of Directors
1. The Board of Directors will determine the business of the Company and―31―supervise the execution of duties of Directors and Executive Officers.
2. Except for where otherwise provided by laws and regulations, the Board of
Directors may by a resolution thereof delegate the execution of business of
the Company to Executive Officers.
Article 25 Directors with Special Titles
The Board of Directors may elect a Director & Chairperson and a Director &Deputy Chairperson by adoption of a resolution thereof.
Article 26 Convenor and Chair of Meetings of the Board of Directors
1. Except for where otherwise provided by laws and regulations, meetings ofthe Board of Directors shall be convened and chaired by the Director
determined in advance by the Board of Directors.
2. If the Director provided in Article 26.1 has an accident, meetings of the Boardof Directors will be convened and chaired by another Director in accordancewith the order determined in advance by the Board of Directors.
Article 27 Convocation Notices for Meetings of the Board of Directors
1. Convocation notices for meetings of the Board of Directors will be issued to
Directors no later than three days prior to the meeting date; provided,
however, that this period may be shortened when necessary in an emergency.
2. Meetings of the Board of Directors may be held without the convocation
procedures with the unanimous consent of Directors.
Article 28 Omission of Resolution of the Board of Directors
When the requirements pursuant to Article of 370 of the Companies Act have beensatisfied, the Company may deem a resolution of the Board of Directors to havebeen adopted.
Article 29 Resolution Method of the Board of Directors
Resolutions of the Board of Directors will be adopted with a majority vote of
Directors at a meeting attended by the majority of Directors who can vote on the
resolution.
Article 30 Minutes of the Board of Directors
Minutes of the Board of Directors will be prepared in writing or byelectromagnetic record, in accordance with the provisions of laws and regulations,and be signed, affixed with names and seals, or electronically signed by theattending Directors.
―32―

Article 31 Rules of the Board of Directors
Matters regarding the Board of Directors will be in accordance with laws andregulations, or these Articles of Incorporation, as well as the rules of the Board of
Directors set forth by the Board of Directors.
Article 32 Directors’ Exemption from Liability
1. Pursuant to the provisions of Article 426(1) of the Companies Act, theCompany may, by resolution of the Board of Directors, exempt Directors(including former Directors) from liability for compensation of damage forneglect of duties to the extent permitted by laws and regulations.
2. Pursuant to the provisions of Article 427(1) of the Companies Ac, theCompany may enter into agreements with Directors (excluding those whoare executive directors, etc.) limiting their liability for compensation ofdamage under Article 423(1) of the Companies Act.
Chapter 5 Nominating Committee, etc.
Article 33 Appointment of Members of the Nominating Committee, etc.
1. Members of the Nominating Committee, etc. will be appointed from among
the Directors by resolution of the Board of Directors.
2. The chairperson of the Nominating Committee, etc. will be appointed fromamong the Directors who are members by resolution of the Board of
Directors.
Article 34 Rules of the Nominating Committee, etc.
Matters regarding the Nominating Committee, etc. will be in accordance with laws
and regulations, these Articles of Incorporation, or as determined by the Board of
Directors, as well as rules for each committee, etc. in the Nominating Committee,
etc. set forth by the Board of Directors.
Chapter 6 Executive Officers
Article 35 Number of Executive Officers
The Company shall have no more than 30 Executive Officers.
Article 36 Appointment of Executive Officers
1. Executive Officers will be appointed by resolution of the Board of Directors.
2. The Representative Executive Officer will be appointed from among the―33―

Executive Officers by resolution of the Board of Directors.
Article 37 Term of Office of Executive Officers
The term of office of Executive Officers shall be until the conclusion of the lastordinary general meeting of shareholders for the business year ending within one
year after their appointment.
Article 38

Representative Executive Officer and Executive Officers with Special
Titles
1. The Board of Directors will appoint a Representative Executive Officer by
resolution thereof.
2. The Board of Directors may appoint an Executive Officer & President, andseveral Executive Officer & Vice Presidents, Senior Managing Executive
Officers and Managing Executive Officers.

Article 39 Executive Officers’ Exemption from Liability
Pursuant to the provisions of Article 426(1) of the Companies Act, the Company
may, by resolution of the Board of Directors, exempt Executive Officers(including former Executive Officers) from liability for compensation of damage
for neglecting their duties to the extent permitted by laws and regulations.
Chapter 7 Financial Auditor
Article 40 Appointment of Financial Auditor
The Financial Auditor will be appointed by resolution of a general meeting ofshareholders.
Article 41 Term of Office of Financial Auditor
1. The term of office of the Financial Auditor shall be until the conclusion of
the last ordinary general meeting of shareholders for the business year ending
within one year after its appointment.
2. The Financial Auditor shall be reappointed at the general meeting ofshareholders provided in Article 41.1 if such ordinary general meeting ofshareholders does not adopt a resolution otherwise.
Chapter 8 Accounting
Article 42 Business YearThe business year of the Company shall be from April 1 each year until March 31―34―

of the following year.
Article 43 Corporate Organ Determining Dividends of Surplus, etc.
Except for where otherwise provided by laws and regulations, matters set forth ineach item of Article 459(1) of the Companies Act will be determined by resolutionof the Board of Directors.
Article 44 Record Date for Dividends of Surplus
The record date for the year-end dividend of the Company shall be March 31 eachyear.
Article 45 Interim Dividend
The Company may pay an interim dividend to shareholders or registered pledgeesof shares stated or recorded in the last shareholder register as of September 30
each year, by resolution of the Board of Directors.
Article 46 Dividend Period of Exclusion
If the dividend property is cash, the Company will be released from its payment
obligation if it is not received after the elapse of three full years after payment
commences. Interest shall not accrue on unpaid dividend property.
Supplementary Provisions
Article 1
First Business Year
Notwithstanding the provisions of Article 42, the first business year of theCompany shall be from the incorporation date until March 31, 2022.
Article 2
Deletion of Supplementary Provisions
These supplementary provisions shall be deleted upon the conclusion of the firstordinary general meeting of shareholders of the Company.
End
3. Matters Regarding Appropriateness of Matters Provided in Article 773(1)(v)
and (vi) of the Companies Act(1) Matters Regarding the Total Share Transfer Consideration andAppropriateness of Allotment
The Three Companies have set the allotment ratio (the “Share Transfer―35―

Ratio”) of common stock of the Holding Company to be allotted anddelivered to the respective shareholders of the Three Companies upon theestablishment of the Holding Company through the Share Transfer asfollows, and have determined it to be appropriate.
① Details of Allotment in the Share Transfer (Share Transfer Ratio)
Maeda
The Company
Maeda Road
Seisakusho
Share Transfer Ratio

1.00

2.28

0.58

(Note 1) Particulars of share allotment in the Share Transfer
It is planned that one share of common stock of the Holding Company
will be allotted and delivered for each share of common stock of theCompany, 2.28 shares of common stock of the Holding Company will beallotted and delivered for each share of common stock of Maeda Road,
and 0.58 shares of common stock of the Holding Company will beallotted and delivered for each share of common stock of Maeda
Seisakusho respectively. Please note that if the number of shares of theHolding Company that must be delivered to a shareholder of the Three
Companies is less than one whole share, such shareholder will be paid anamount corresponding to such fraction of a share that is less than one
whole share, in accordance with the provisions of Article 234 of theCompanies Act and other related laws and regulations. However, theabove Share Transfer Ratio may be changed upon discussion by theThree Companies if there is a material change in the various conditions
on which calculations are based.
(Note 2) The number of shares constituting one share unit of the Holding
Company will be 100 shares of stock.
(Note 3) Number of new shares to be delivered by the Holding Company(planned)391,584,459 shares of common stock
The above was calculated based on the Company’s total number ofissued shares of 194,608,482 (as of March 31, 2021), Maeda Road’s total
number of issued shares of 89,159,453 (as of March 31, 2021), andMaeda Seisakusho’s total number of issued shares of 16,100,000 (as ofMarch 31, 2021). Furthermore, because the Three Companies
respectively plan to cancel their treasury shares that they currently holdor plan to newly acquire in future, to the extent that cancellation ispractically possible, before the Share Transfer takes effect, the Three―36―

Companies are not planned to be allotted shares of the Holding Company
for the treasury shares they respectively held as of March 31, 2021 (theCompany: 146,223 shares; Maeda Road: 6,740,228 shares; and Maeda
Seisakusho: 226,953 shares). However, because the number of treasury
shares that will actually be cancelled before the effective date of the
Share Transfer has not currently been determined, there may changes in
the above number of new shares issued by the Holding Company.
(Note 4) Handling of shares less than one unit
All shareholders of the Three Companies who are allotted shares ofthe Holding Company in a number less than one unit (100 shares) in the
Share Transfer (“Shares Less than One Unit”) will be unable to sell
Shares Less than One Unit held thereby on Tokyo Stock Exchange, Inc.
(the “TSE”) or other financial instruments exchanges. All shareholders
who come to hold such Shares Less than One Unit will be able to demandthat the Holding Company purchase the Shares Less than One Unit held
thereby, pursuant to Article 192(1) of the Companies Act.
Additionally, we plan to set forth provisions in the articles ofincorporation of the Holding Company to the effect that shareholders
may demand that the Holding Company sell them shares in a number
such that when added to the Shares Less than One Unit held thereby they
will constitute one unit. Therefore, pursuant to such provisions of thearticles of incorporation and the provisions of Article 194(1) of theCompanies Act, it will be possible for shareholders to demand that theHolding Company sell them shares in a number such that, when added to
the Shares Less than One Unit held thereby, they will constitute one unit.
② Basis, etc. of the Details of the Allotment in the Share Transfer
A. Basis of Valuation
To ensure fairness when calculating the Share Transfer Ratio used in the
Share Transfer, the Three Companies respectively appointed Daiwa
Securities Co., Ltd. (“Daiwa Securities”), SMBC Nikko Securities Inc.
(“SMBC Nikko”), and Yamada Consulting Group Co., Ltd. (“Yamada
Consulting”) to act as third-party valuation institutions, requested them torespectively carry out valuations, and received share transfer ratio
valuation reports.
With respect to the Three Companies respectively, Daiwa Securities
calculated the Share Transfer Ratio using a market price analysis anddiscounted cashflow analysis (“DCF Analysis”). The results of valuations―37―

using each of these methodologies are as stated below. Please note that thefollowing calculated ranges of the Share Transfer Ratio state the valuation
range of the number of shares of common stock of the Holding Company
allotted for one share of common stock of Maeda Road and for one shareof common stock of Maeda Seisakusho respectively if one share ofcommon stock of the Holding Company is allotted for each share ofcommon stock of the Company.
(1)(2)

MethodMarket priceanalysis
DCF Analysis

Maeda Road
1.97~2.16

Maeda Seisakusho
0.51~0.54

1.07~2.58

0.37~1.01

For the market price analysis, February 22, 2021 was used as the basedate, and the simple average closing prices over the one-month period
before the base date, the three-month period before the base date, and thesix-month period before the base date were used.
When calculating the Share Transfer Ratio, Daiwa Securities in principle
used information disclosed by each company and information, etc.
generally publicly available, assumed that the respective materials andinformation, etc. used were all accurate and complete, and has notconducted independent verification of the accuracy and completenessthereof. Daiwa Securities has not independently evaluated, appraised, or
assessed the assets or liabilities (including off-balance sheet assets andliabilities, and other contingent liabilities) of each company and theirrelated companies, and has not retained a third-party institution to conduct
evaluation, appraisal, or assessment. Daiwa Securities has assumed that thefinancial outlooks (including profit plans and other information) have beenreasonably prepared by the management of each company based on thebest forecasts available at the time such information was provided.
With respect to the Three Companies respectively, SMBC Nikko
calculated the Share Transfer Ratio using a market price analysis because
they are listed on financial instruments exchanges and have a market price,using a comparable listed company analysis because there are listedcompanies comparable to the Three Companies and analogical inference ofthe share price is possible by this approach, and DCF Analysis in order toevaluate the intrinsic value based on the Three Companies’ future businessactivities. The results of calculations using each of these methodologies are―38―

as stated below. Please note that the following calculated ranges of the
Share Transfer Ratio state the valuation range of the number of shares ofcommon stock of the Holding Company allotted for one share of common
stock of Maeda Road and for one share of common stock of Maeda
Seisakusho respectively if one share of common stock of the Holding
Company is allotted for each share of common stock of the Company.
(1)
(2)
(3)

MethodMarket priceanalysis
Comparable listedcompany analysis
DCF Analysis

Maeda Road
1.97～2.16

Maeda Seisakusho
0.51～0.54

1.61～2.95

0.22～0.44

1.36～2.47

0.19～0.63

For the market price analysis, February 22, 2021 was used as the basedate for the Company and Maeda Road, and the simple average closing
prices on the First Section of the TSE over the one-month period before thebase date, the three-month period before the base date, and the six-month
period before the base date were used. Further, for Maeda Seisakusho,
February 22, 2021 was used as the base date, and the simple average closing
prices on the JASDAQ Market of the TSE over the one-month period before
the base date, the three-month period before the base date, and the six-month
period before the base date were used. The above share transfer ratio ranges
are were calculated based on the results of these respective valuations.
When calculating the Share Transfer Ratio, SMBC Nikko in principle
used information disclosed by the Three Companies and information, etc.
generally publicly available, assumed that the respective materials andinformation, etc. used were all accurate and complete, and has notconducted independent verification of the accuracy and completenessthereof. SMBC Nikko has not independently evaluated, appraised, or
assessed the assets or liabilities (including off-balance sheet assets andliabilities, and other contingent liabilities) of each company and their relatedcompanies, and has not retained a third-party institution to conduct
evaluation, appraisal, or assessment. SMBC Nikko has assumed that thefinancial outlooks (including profit plans and other information) have beenreasonably prepared by the management of each company based on the best
forecasts available at the time such information was provided.
―39―

Yamada Consulting calculated the Share Transfer Ratio using a market
price analysis and DCF Analysis with respect to each of the Three
Companies. The results of valuations using such methodologies are as
follows. Please note that the following calculated ranges of the Share
Transfer Ratio state the valuation range of the number of shares of common
stock of the Holding Company allotted for one share of common stock of
Maeda Road and for one share of common stock of Maeda Seisakusho
respectively if one share of common stock of the Holding Company isallotted for each share of common stock of the Company.
(1)(2)

MethodMarket priceanalysis
DCF Analysis

Maeda Road
1.79~2.37

Maeda Seisakusho
0.46~0.59

1.39~2.30

0.32~0.60

For the market price analysis, February 22, 2021 was used as the basedate, and the simple average closing prices over each of the one-month
period before the base date, the three-month period before the base date,
and the six-month period before the base date were used.
When calculating the Share Transfer Ratio, Yamada Consulting inprinciple used information disclosed by each company and information,etc. generally publicly available, assumed that the respective materials andinformation, etc. used were all accurate and complete, and has notconducted independent verification of the accuracy and completenessthereof. Yamada Consulting has not independently evaluated, appraised, or
assessed the assets or liabilities (including off-balance sheet assets andliabilities, and other contingent liabilities) of each company and theirrelated companies, and has not retained a third-party institution to conduct
evaluation, appraisal, or assessment. Yamada Consulting has assumed thatthe financial outlooks (including profit plans and other information) havebeen reasonably prepared by the management of each company based on
the best forecasts available at the time of such submission.
Daiwa Securities, SMBC Nikko, and Yamada Consulting haverespectively received from the Three Companies the future financial
outlooks of each of the Three Companies, and have used these as the basisof their DCF Analysis. The future profit plans prepared for each of theThree Companies, which form the basis of calculations used in the DCF
Analysis performed by Daiwa Securities, SMBC Nikko, and Yamada―40―Consulting, the future profit plans do not assume the implementation of the
Share Transfer and are based on the organizational structure as of the dateof the valuation reports. Additionally, the future profit plans of theCompany and Maeda Road do not anticipate large increases and decreases
in profits, however, Maeda Seisakusho’s future profit plan contains abusiness year with large year-on-year profit increase. Specifically, arebound from the deterioration in the results of operations due to theimpact of the novel coronavirus pandemic in the fiscal year ending March
31, 2021 is expected to result in a major increase in operating profits in thefiscal year ending March 31, 2022.
B. Background to Valuation
As discussed above, the Company, Maeda Road, and Maeda Seisakusho
respectively retained Daiwa Securities, SMBC Nikko, and Yamada
Consulting to calculate the Share Transfer Ratios used for the Share
Transfer, the Three Companies have respectively carefully examined,
negotiated, and discussed repeatedly the Share Transfer Ratios, referring to
the results of valuations by such third-party valuation institutions andcomprehensively taking into account factors including the finances, assets,
future outlooks, and market price levels of each company. Consequently,
the Three Companies have concluded that ultimately the Share Transfer
Ratios stated above in (i) are appropriate, and therefore we have resolved at
the meetings of the boards of directors of each company held on February
24, 2021 regarding basic agreement to conduct the Share Transfer using
such Share Transfer Ratio.
With respect to the basis for calculating the Share Transfer Ratio statedabove in A. Basis of Valuation, the Three Companies have also confirmedthat there has been no material change after execution of the Memorandumof Understanding Regarding the Business Integration that would have an
impact on the Share Transfer Ratio, and have agreed on the above Share
Transfer Ratio in the Business Integration Agreement and the Share
Transfer Plan pertaining to the Business Integration dated as of May 14,
2021.
As explained below in E. Measures to Ensure Fairness, based on the
results of calculations in the Share Transfer Ratio valuation report received
from its third-party valuation institution, Daiwa Securities, advice from its
legal advisor, Uryu & Itoga, and the results of due diligence that theCompany conducted on Maeda Road and Maeda Seisakusho, etc. theCompany believes that it is appropriate to examine the Share Transfer―41―

Ratio using the calculated range in DCF Analysis in which valuation isconducted based on future cash flows. the Company negotiated the Share
Transfer Ratio while referring to the calculation range in Daiwa Securities’
DCF Analysis, and determined that the Share Transfer Ratio stated abovein (i) is appropriate.
C. Relationship with Valuation Institutions
The valuation institutions Daiwa Securities, SMBC Nikko, and Yamada
Consulting are not related parties of any of the Three Companies, and do
not have a material interest in the Share Transfer requiring disclosure.
D.

Handling in Relation to the Listing Application, etc. for the Holding
Company
The Three Companies plan to apply to have the newly established
Holding Company newly listed on the TSE. The planned listing date is
October 1, 2021. Because the Three Companies will become wholly owned
subsidiaries of the Holding Company through the Share Transfer, they plan
to delist from the TSE on September 29, 2021, before listing of the Holding
Company.
Please note that determination of the delisting date is subject to the rulesof the TSE.
E. Measures to Ensure Fairness
Because the Company is the controlling company of Maeda Road andMaeda Seisakusho, and both of Maeda Road and Maeda Seisakusho are
subsidiaries of the Company, the Share Transfer falls under a materialtransaction, etc. with a controlling shareholder for Maeda Road and Maeda
Seisakusho, and therefore the following measures have been implemented toensure the fairness of the Share Transfer.
A) Obtaining a valuation report from an independent third-party valuation
institution
As stated above in A., in order to ensure the fairness and appropriatenessof the Share Transfer, the Company, Maeda Road, and Maeda Seisakusho
respectively appointed Daiwa Securities, SMBC Nikko, and Yamada
Consulting as third-party valuation institutions independent from eachcompany and received share transfer ratio valuation reports used as thebasis for agreement on the Share Transfer Ratio. Please note that none of
the companies have received a written opinion (a fairness opinion) from the―42―

aforementioned third-party valuation institutions to the effect that the Share
Transfer Ratios are appropriate for their respective shareholders from afinancial perspective.
B) Advice from independent law firms
In order to ensure the fairness and appropriateness of the Share Transfer,
the Company, Maeda Road, and Maeda Seisakusho have respectively
appointed Uryu & Itoga, Anderson Mori & Tomotsune, and Nishimura &Asahi as legal advisors independent from each company, and obtained
advice regarding matters including their respective procedures for the
Share Transfer and decision-making methods and processes, etc.
Uryu & Itoga, Anderson Mori & Tomotsune, and Nishimura & Asahi are
not related parties of any of the companies, and do not have a materialinterest in the Business Integration requiring disclosure.
F.
Measures to Avoid Conflicts of Interest
The Company respectively holds 51.29% of Maeda Road’s total number
of issued shares (as of March 31, 2021; including indirect holdings) and
47.72% of Maeda Seisakusho’s total number of issued shares (as of March
31, 2021; including indirect holdings).
Because the Company is the controlling company of Maeda Road andMaeda Seisakusho, and both of Maeda Road and Maeda Seisakusho are
subsidiaries of the Company, the Share Transfer falls under a materialtransaction, etc. with a controlling shareholder for Maeda Road and Maeda
Seisakusho, and therefore the following measures have been implemented
to ensure the fairness of the Share Transfer.
A) Maeda Road
I. Obtaining a report from a special committee with no interest in Maeda
Road
In order to exercise care in Maeda Road’s decision making regarding theBusiness Integration, and to avoid the risk of arbitrariness and conflicts ofinterest in the board of directors’ decision-making process, ensure thefairness thereof, and to confirm that such meeting of the board of directors
deciding to carry out the Business Integration would not be disadvantageousfor Maeda Road’s minority shareholders, on January 19, 2021 Maeda Road
established a special committee (the “Maeda Road Special Committee”)
made up of three members: Mr. Ryusuke Ohori, an outside director of Maeda
Road notified to the TSE as an independent officer, who has no interest in―43―

the Company or Maeda Seisakusho; Mr. Keiichiro Hashimoto, an outside
director of Maeda Road notified to the TSE as an independent officer, who
has no interest in the Company or Maeda Seisakusho; and Mr. Yoshikazu
Suzuki (attorney-at-law, City-Yuwa Partners), an outside expert with nointerest in the Three Companies. The Maeda Road Special Committee has
not changed since first established. The Maeda Road Special Committee has
elected Mr. Keiichiro Hashimoto as its chair by internal vote by thecommittee members.
Maeda Road has requested the Maeda Road Special Committee to provide
advice as to (i) whether the purpose of the Business Integration can be foundto be reasonable (including whether the Business Integration will serve toimprove Maeda Road’s corporate value), (ii) whether the fairness of thetransaction terms of the Business Integration (including the Share Transfer
Ratio in the Share Transfer) has been ensured, (iii) whether sufficientconsideration has been given to the interests of Maeda Road’s shareholders
through fair procedures in the Business Integration, and (iv) whether, in
addition to (i) through (iii) above, that Business Integration is notdisadvantageous to Maeda Road’s minority shareholders ((i) through (iv) are
hereinafter referred to collectively as the “Maeda Road Inquiry Matters”).
Additionally, when establishing the Maeda Road Special Committee, Maeda
Road’s board of directors resolved to respect in full the details of thejudgment of the Maeda Road Special Committee when making decisions
regarding the Business Integration and to delegate to a third-party valuation
institution at Maeda Road’s expense calculations of the Share Transfer Ratioof the Share Transfer and any other matters that the Maeda Road Special
Committee judged to be necessary. Remuneration paid to committee
members of the Maeda Road Special Committee is only fixed remunerationthat is paid irrespective of the success of the Business Integration and thecontent of the report, and does not include contingency fees conditioned on
announcement or implementation, etc. of the Business Integration. Whenexamining the Maeda Road Inquiry Matters, the Maeda Road Special
Committee appointed Trustees Advisory Co., Ltd. (“Trustees”) as its own
third-party valuation institution, independent from the Three Companies.
Remuneration paid to Trustees in connection with the Business Integrationis only fixed remuneration that is paid irrespective of the success of theBusiness Integration, and does not include success fees conditioned on
announcement or implementation, etc. of the Business Integration.
The Maeda Road Special Committee conducted careful examination of
the Maeda Road Inquiry Matters by holding a total of eight meetings for a―44―total of approximately twelve hours from January 19, 2021 to February 22,
2021, as well as by stating their opinions, exchanging information, andcollecting information, etc. through e-mails, etc. outside of meetings, andholding ad hoc discussions as necessary. Specifically, first, at the initial
meeting of the special committee, they confirmed whether there were any
issues with the independence of SMBC Nikko, that Maeda Road had
appointed as its financial advisor and third-party valuation institution, andits legal advisor, Anderson Mori & Tomotsune, and respectively approved
them as Maeda Road’s third-party valuation institution and legal advisor.
The Maeda Road Special Committee also confirmed whether there were any
issues with Maeda Road’s directors involved in examination, negotiation,and determination of the Business Integration from the perspective of having
an interest in the Company and Maeda Seisakusho, and granted theirapproval. Then, the Maeda Road Special Committee (a) received
explanations from the Company regarding the details of the Business
Integration proposal and the purpose of the Business Integration, as well as
the expected synergies, etc. of the Business Integration, and asked questions
and received answers regarding these matters, (b) received explanations
from Maeda Road of Maeda Road’s history, the details of its business, thebackground to receiving the proposal for the Business Integration, thepurpose of the Business Integration, Maeda Road’s thoughts on the detailsof the Company’s proposal and the effect that the Business Integration would
have on Maeda Road’s corporate value, the background to preparation of
Maeda Road’s business plan and the content thereof, etc., and asked
questions and received answers regarding such matters, (c) questioned
Maeda Seisakusho about the synergies expected from the Business
Integration and the background to the preparation of Maeda Seisakusho’s
business plan, etc. and received answers regarding such matters, (d) received
explanations of the results of calculations of the Share Transfer Ratio fromSMBC Nikko and Trustees as well as about the scheme for the Business
Integration respectively, and asked questions and received answers regarding
such matters, (e) received advice from Anderson Mori & Tomotsune
regarding the details of measures to ensure the fairness of the Business
Integration from a procedural perspective as well as the decision-making
method and process of Maeda Road’s meeting of the board of directors
regarding the Business Integration and other measures to ensure fairness, andasked questions and received answers regarding such matters, and (f)collected information regarding the Business Integration from relatedmaterials, etc. submitted in relation to the Business Integration, and also used―45―

such information to carefully discuss, examine, and deliberate the Maeda
Road Inquiry Matters.
The Maeda Road Special Committee was involved in the negotiation
process with the other two companies such as by discussing the negotiation
policy, etc. multiple times, and stating its opinion to Maeda Road on multiple
occasions upon receiving timely reports on the process and details, etc. of
discussions and negotiations among the Three Companies regarding theBusiness Integration.
With that background, the Maeda Road Special Committee conductedcareful deliberation and examination of the Maeda Road Inquiry Mattersbased on such explanations, the results of valuations, and other examinationmaterials, and on February 22, 2021 submitted its report to Maeda Road’s
board of directors generally as set out below.
(i) Whether the purpose of the Business Integration can be found to bereasonable (including whether the Business Integration will serve toimprove Maeda Road’s corporate value)
According to Maeda Road and the Company, in light of the futurebusiness environment, Maeda Road’s primary management challenges arebuilding new revenue bases while securing stable orders in its existing
business, and aiming to further improve business productivity in order totackle issues such as labor shortages due to the impact of a shrinking
population. It was explained to the Maeda Road Special Committee that by
maximally leveraging the group’s management resources through theBusiness Integration, Maeda Road expects to be able to (a) leverage theCompany’s management resources to build new revenue bases such as
business of comprehensive management of public infrastructure, the PPP
and concession business and overseas business, (b) secure orders inexisting business such as by expanding orders from government agencies
and receiving construction work orders that arise in connection with public
infrastructure operation business, (c) improve productivity, etc. throughjoint promotion of technical development, DX, and personnel development
on a group-wide basis, and (d) benefit from an increased corporate scale
through listing of the Holding Company in terms of future financing, credit
and credit rating, and recruitment, etc. The Maeda Road Special Committee
found no aspect of such explanation to be particularly unreasonable.
Maeda Road was opposed to the tender offer by the Company in 2020,
however, according to Maeda Road, considering its situation since it
became a consolidated subsidiary of the Company, its views differ fromthose of the time that the tender offer was announced. It has come to―46―

believe that there are sufficient prospects for the possibility of businesssynergies due to collaborative business, etc. with the Company and no
specific concerns for damage to Maeda Road’s corporate value have arisen
as of the date of the report, and therefore it has come to positively consider
the Business Integration. The Maeda Road Special Committee regards
Maeda Road’s judgment to be the result of reasonable examination basedon its relationship with the Company as of the date of the report.
It cannot be denied that the Three Companies maintaining the capital
relationship as it is as of the date of the report, which is structured to
conduct independent business management as listed companies, imposescertain limits on the mutual utilization of management resources due toissues associated with conflicts of interest with their respective minority
shareholders. The Maeda Road Special Committee believes that it issufficiently reasonable for Maeda Road to determine that combining theinterests of the Three Companies through formation of the Holding
Company will allow the Three Companies to maximize the synergies
arising from the sharing of management resources as a group, and theShare Transfer to be the best form of a business integration in order tocreate a structure that facilitates the pursuit of synergies while respecting
the corporate cultures of each company and maintaining the businessframeworks of each company as well as that, taking into account the factthat Maeda Road’s minority shareholders are in a position in the Share
Transfer where they will continue to benefit from the improvements incorporate value due to the Business Integration as shareholders of theHolding Company, it is necessary to conduct the Business Integration inorder to increase the possibility of achieving synergies and selecting theShare Transfer as the structure of the business integration.
As a result of examination through interviews with the Company and
Maeda Road, the Maeda Road Special Committee could not find any
specific likelihood of potential drawbacks, such as weakening ofcompliance frameworks, the future impact on business partners, impact onfinancing, impact on recruitment, or fall in morale of current employees,that exceed the benefits expected from the Business Integration.
Comprehensively taking the above factors into account, the Maeda Road
Special Committee considers that the Business Integration can serve toimprove Maeda Road’s corporate value, is appropriate for such its purpose,and is reasonable.
(ii) Whether the fairness of the terms of the Business Integration (including―47―

the Share Transfer Ratio in the Share Transfer) is maintained
The Maeda Road Special Committee found that, with regards to the
Share Transfer Ratios pertaining to the Share Transfer, the ratios for Maeda
Road were found to exceed the upper limit of the ranges calculated byusing a market price analysis and comparable listed company analysis, andbe within the calculated range as well as exceed the median value of the
DCF Analysis, which analyses Trustees, the third-party valuation
institution appointed by the Maeda Road Special Committee, separately
conducted to calculate Share Transfer Ratio.
On this point, based on the explanation of the results of such calculations
received from Trustees, the Maeda Road Special Committee did not findany particularly unreasonable aspects in the choice of valuation
methodology or the valuation process in each valuation methodology. The
Maeda Road Special Committee also confirmed the preparation process ofeach company’s business plan through discussions with each company.
Furthermore, according to Trustees, no especially unreasonable aspects
were found in the content of each company’s business plan and noparticularly unreasonable aspects were found with respect to the businessplans of each company that constituted the basis of calculations using DCF
Analysis. Therefore, the Maeda Road Special Committee considers that
there is a certain degree of reasonableness to the Trustees’ results ofcalculations, and the Share Transfer Ratios of the Share Transfer is at alevel with a certain degree of reasonableness in light of such calculation
results.
Of the Share Transfer Ratios pertaining to the Share Transfer, the ratios
for Maeda Road were found to exceed the upper limit of the range
calculated by using a market price analysis, meet the median value of therange calculated by using a comparable listed company analysis, and bewithin the calculated range as well as exceed the median value of the DCF
Analysis in light of the results of calculation of the Share Transfer Ratio
that Maeda Road’s third-party valuation institution, SMBC Nikko,
conducted. The Maeda Road Special Committee found that such Share
Transfer Ratio is also at a reasonable level in light of such results ofcalculation by SMBC Nikko. There is a certain difference between therespective results of calculations by Trustees and SMBC Nikko, however,according to Trustees, such difference is caused by factors such as
differences in choices of comparable listed companies, the approach to thediscount rate in DCF Analysis, and whether or not an exit multiple wasused for perpetual value calculations, and all of such approaches are―48―

acceptable to adopt in the valuation practice.
With respect to the Share Transfer Ratios of the Share Transfer, theMaeda Road Special Committee considers that the premium on Maeda
Road’s shares is at a level with a certain degree of reasonableness in lightof the levels of premiums of other companies such as in joint sharetransfers or share exchanges, etc. between other listed companies.
As of February 22, 2021, the Maeda Road Special Committee obtained
from Trustees a fairness opinion to the effect that Trustees determined that
the Share Transfer Ratio of the Share Transfer was reasonable for Maeda
Road’s minority shareholders from a financial perspective.
Based on the draft Memorandum of Understanding Regarding theBusiness Integration, the Maeda Road Special Committee found no content
in particular that was disadvantageous to Maeda Road’s minority
shareholders in terms of conditions other than the Share Transfer Ratio.
As stated below in (iii), the Maeda Road Special Committee considers
that, in the Business Integration, full consideration has been given to theinterests of Maeda Road’s shareholders through fair procedures, and thatthe terms of the Business Integration, including the Share Transfer Ratio,
have been determined through such fair procedures.
Based on comprehensive consideration of the above factors, the Maeda
Road Special Committee considers that the fairness of the terms of theBusiness Integration, including the Share Transfer Ratio, have been
ensured.
(iii) Whether sufficient consideration has been given to the interests of Maeda
Road’s shareholders through fair procedures in the Business Integration
From the perspective of eliminating arbitrariness and avoiding conflictsof interest in the decision-making process, Maeda Road established theMaeda Road Special Committee. The Maeda Road Special Committee wasestablished before specific negotiations of the terms of the Business
Integration, including the Share Transfer Ratio, began. No grounds havebeen found to doubt the independence of each committee member. The
Maeda Road Special Committee confirmed that there were no issues with
the independence of the financial advisor which was also appointed as thethird-party valuation institution, and the legal advisor appointed by Maeda
Road, and respectively approved them as Maeda Road’s advisor, etc. The
Maeda Road Special Committee appointed Trustees as the Maeda Road
Special Committee’s own third-party valuation institution and obtained
both the Share Transfer Ratio valuation report and the fairness opinion,―49―

taking which into account the Maeda Road Special Committee examinedand determined the appropriateness of the Business Integration, thereasonableness of the transaction terms, and the fairness of procedures.
Maeda Road also received legal advice from an independent legal advisor
regarding the various procedures for the Business Integration, including thedecision-making method and process, etc. of the board of directors, andobtained the prescribed Share Transfer Ratio valuation report from an
independent third-party valuation institution.
Based on the above examination framework, Maeda Road conducted
substantive negotiations with the Company pursuant to the opinions from
the Maeda Road Special Committee regarding negotiation policy andadvice from its advisors, etc. The Maeda Road Special Committee did not
find any particularly unreasonable aspects regarding the negotiation
process from the perspective of the interests of Maeda Road’s minority
shareholders.
Of the directors of Maeda Road, those who had been previously
employed at or who had formerly serviced as officers of the Company did
not participate in discussions and negotiations regarding the Share Transfer
Ratio for the Share Transfer on behalf of Maeda Road. The Maeda Road
Special Committee did not find any unreasonable aspects with respect tothe planned method of resolution for agenda proposals at the Maeda Road’s
board of directors regarding the Business Integration, and no facts whereparties with a particular interest in the Business Integration were presumed
to have an unreasonable impact on Maeda Road were found in thediscussion, examination, or negotiation process pertaining to the Business
Integration. Furthermore, when establishing the Maeda Road Special
Committee, Maeda Road’s board of directors resolved to respect in full thedetails of the judgment of the Maeda Road Special Committee when
making decision regarding the Business Integration, and it is anticipatedthat decision-making will be carried out with full consideration given the
purpose of establishing the Maeda Road Special Committee.
A certain degree of disclosure in press releases relating to theMemorandum of Understanding Regarding the Business Integration isplanned respectively for information regarding the Maeda Road Special
Committee, the details of the results of calculation of the Share Transfer
Ratio, and other information regarding the purpose of the Business
Integration, etc. The Maeda Road Special Committee considers thatsufficient amount of information is planned to be disclosed in order forminority shareholders to determine the reasonableness, etc. of the―50―

transaction terms.
Based on a comprehensive consideration of the foregoing, the Maeda
Road Special Committee considers that sufficient consideration has been
given to Maeda Road’s shareholders through fair procedures in theBusiness Integration.
(iv) Whether, in addition to (i) through (iii) above, that Business Integration
is not disadvantageous to Maeda Road’s minority shareholders
Based on a comprehensive consideration of (i) through (iii) above, theMaeda Road Special Committee determined that the Business Integration is
not disadvantageous to Maeda Road’s minority shareholders, and that there
are no special circumstances that conflict with such determination.
II. The Maeda Road Special Committee’s acquisition of a share valuation
report from an independent third-party valuation institution andacquisition of a fairness opinion
When examining the Maeda Road Inquiry Matters, the Maeda Road
Special Committee retained Trustees as a third-party valuation institution
independent from the Three Companies to calculate the Share Transfer Ratio
and requested Trustees to submit an opinion regarding the appropriatenessof the Share Transfer Ratio (fairness opinion) (the “Fairness Opinion”).
Trustees is not a related party of the Three Companies, and does not have amaterial interest in the Business Integration.
With respect to the Three Companies respectively, Trustees carried out
valuation using a market price analysis because they are listed on financial
instruments exchanges and have a market price, using a comparable listedcompany analysis because there are listed companies comparable to theThree Companies and analogical inference of the share price is possible bythis approach, and DCF Analysis in order to evaluate the intrinsic value
based on the Three Companies’ future business activities. The results ofcalculations using each of these methodologies is as stated below. Please
note that the following calculated Share Transfer Ratio ranges state thevaluation range of the number of shares of common stock of the Holding
Company allotted for one share of common stock of Maeda Road and forone share of common stock of Maeda Seisakusho respectively if one shareof common stock of the Holding Company is allotted for each share ofcommon stock of the Company.
MethodMaeda Road
―51―

Maeda Seisakusho

(1)
(2)
(3)

Market priceanalysis
Comparable listedcompany analysis
DCF Analysis

1.97～2.17

0.48～0.54

0.61～1.52

0.37～1.10

1.33～2.48

0.48～0.88

For the market price analysis, February 22, 2021 was used as the basedate for the Company and Maeda Road, and the simple average closing
prices on the First Section of the TSE over the one-month period before thebase date, the three-month period before the base date, and the six-month
period before the base date were used, and for Maeda Seisakusho, February
22, 2021 was used as the base date, and the simple average closing prices
on the JASDAQ Market of the TSE over the one-month period before thebase date, the three-month period before the base date, and the six-month
period before the base date were used to carry out valuation. The above
Share Transfer Ratio ranges were calculated based on the results of theserespective valuations.
When calculating the Share Transfer Ratio, Trustees in principle used
information disclosed by the Three Companies and information, etc.
generally publicly available, assumed that the respective materials andinformation, etc. used were all accurate and complete, and has notconducted independent verification of the accuracy and completenessthereof. Trustees has not independently evaluated, appraised, or assessed theassets or liabilities (including off-balance sheet assets and liabilities, andother contingent liabilities) of each company and their related companies,
and has not retained a third-party institution to conduct evaluation, appraisal,or assessment. Trustees has assumed that the financial outlooks (including
profit plans and other information) have been reasonably prepared by the
management of each company based on the best forecasts available at thetime such information was provided.
Additionally, the Maeda Road Special Committee received from Trustees
the Fairness Opinion dated February 22, 2021 to the effect that the Share
Transfer Ratio for Maeda Road of 2.28 in the Share Transfer is reasonable
for Maeda Road’s minority shareholders from a financial perspective.
(Note) The Fairness Opinion states an opinion as of the preparation datethereof based on the information obtained by Trustees by the
preparation date thereof in light of the economic conditions and―52―

capital market and other conditions as of the preparation date thereof,
and Trustees bears no obligation to revise, amend, or supplement thecontent of the Fairness Opinion even if any subsequent changes insituation would affect the opinion expressed in the Fairness Opinion.
The Fairness Opinion does not represent an opinion or
recommendation regarding the appropriateness of implementing
the Share Transfer and other acts relating to the Share Transfer, anddoes not state any opinion whatsoever to the holders of securities
issued by each company, creditors, or other related parties.
The Fairness Opinion was submitted by Trustees as materials
forming the basis of the judgment of the Maeda Road Special
Committee regarding the Share Transfer, and is not intended to be
used for any other purpose.
III. Unanimous approval of all of Maeda Road’s directors without aninterest and unanimous opinion from audit & supervisory board
members to the effect that there is no objection
Of Maeda Road’s directors, because Mr. Kojiro Fukuda, Mr. Yasuhiko
Imaizumi, and Mr. Hirotaka Nishikawa are from the Company and Mr. Akira
Watanabe formerly served as an outside director of the Company, from theperspective of avoiding conflicts of interest, deliberation of the agenda
proposal for execution of the Memorandum of Understanding Regarding theBusiness Integration executed among the Three Companies as of February
24, 2021 (the “MOU”) at the meeting of Maeda Road’s board of directors
held on February 24, 2021 was carried out by 6 of the 10 directors of Maeda
Road, excluding Mr. Kojiro Fukuda, Mr. Yasuhiko Imaizumi, Mr. Hirotaka
Nishikawa, and Mr. Akira Watanabe, and was resolved unanimously thereby.
From the perspective of avoiding conflicts of interest, Mr. Kojiro Fukuda,
Mr. Yasuhiko Imaizumi, Mr. Hirotaka Nishikawa, and Mr. Akira Watanabeout of Maeda Road’s directors did not participate on behalf of Maeda Road
in discussions and negotiations regarding the Share Transfer Ratio in the
Share Transfer.
At the above meeting of Maeda Road’s board of directors, Maeda Road’s
audit & supervisory board members unanimously stated an opinion to thefact that they had no objection to execution of the MOU.
B) Maeda Seisakusho
I. Obtaining a report from a special committee with no interest in Maeda
Seisakusho―53―

In light of facts such as that Maeda Seisakusho and Maeda Road areconsolidated subsidiaries of the Company, the Share Transfer falls undera material transaction, etc. with a controlling shareholder, and that a
structural conflict of interest could arise when examining the Share
Transfer at Maeda Seisakusho, the meeting of Maeda Seisakusho’s boardof directors held on January 27, 2021 resolved to establish a special
committee (the “Maeda Seisakusho Special Committee”) made up of
three members – Mr. Masaaki Takahashi (independent outside director of
Maeda Seisakusho and attorney-at-law at Takahashi Law Firm), Mr.
Chihiro Watanabe (independent outside audit & supervisory board
member of Maeda Seisakusho), and Mr. Masato Kasahara (certified
public accountant, Kasahara CPA Office) – independent from the Three
Companies, as well as from whether the Share Transfer is successful, inorder to ensure the fairness of the transaction terms of the Share Transfer,avoid arbitrariness in relation to the Share Transfer, ensure fairness,transparency, and objectivity in Maeda Seisakusho’s decision-making
process, and avoid conflicts of interest. The Maeda Seisakusho Special
Committee has not changed since first established and has elected Mr.
Masaaki Takahashi as the chair of the Maeda Seisakusho Special
Committee by internal vote of the committee members. All members of
the Maeda Seisakusho Special Committee are paid fixed remuneration as
consideration for their duties irrespective of the content of their report.
Based on the above resolution of the board of directors, Maeda
Seisakusho tasked the Maeda Seisakusho Special Committee to examine(a) the appropriateness of the Share Transfer (including whether the Share
Transfer will serve to improve Maeda Seisakusho’s corporate value), (b)the reasonableness of the transaction terms of the Share Transfer, (c) the
fairness of the procedures of the Share Transfer, and (d) that, based on (a)through (c) above, the decision by Maeda Seisakusho’s board of directors
to implement the Share Transfer is not disadvantageous to Maeda
Seisakusho’s minority shareholders (collectively, the “Maeda Seisakusho
Inquiry Matters”) and submit to Maeda Seisakusho a written report onthese points. Together with this, Maeda Seisakusho’s board of directors
also resolved that, when deciding to implement the Share Transfer, theywould respect in full the details of the judgment of the Maeda Seisakusho
Special Committee and that they would not make the decision to
implement the Share Transfer if the Maeda Seisakusho Special
Committee judged that implementing the Share Transfer would not beappropriate. Maeda Seisakusho’s board of directors also resolved to grant―54―

the Maeda Seisakusho Special Committee authority to request Maeda
Seisakusho’s board of directors and responsible officers to collect all
information whatsoever necessary to conduct its inquiry, authority toconfirm policies in advance, receive timely reports, state their opinion asnecessary, and make requests, etc. when the transaction terms of the Share
Transfer were being negotiated, in order to ensure the fairness of thetransaction terms of the Share Transfer, and authority to receive advice
from different financial advisors or legal advisors than those appointed by
Maeda Seisakusho’s board of directors for the Share Transfer when the
Maeda Seisakusho Special Committee determines it to be necessary.
At the above meeting of Maeda Seisakusho’s board of directors, of theseven directors of Maeda Seisakusho, the above resolution wasdeliberated and unanimously passed by four directors. From theperspective of avoiding conflicts of interest Mr. Yasuo Kato was excluded
due to being a former employee of the Company, Mr. Satoru Tahara was
excluded due to concurrently serving as an employee of the Company,
and Mr. Masaaki Takahashi was absent for personal reasons. Although Mr.
Masaaki Takahashi was absent from the above meeting of Maeda
Seisakusho’s board of directors for personal reasons and did notparticipate in deliberations and resolutions, he confirmed in advance of
the above meeting of Maeda Seisakusho’s board of directors that heapproved of the establishment of the Maeda Seisakusho Special
Committee. Of Maeda Seisakusho’s four audit & supervisory board
members, Mr. Ryoji Tazima and Mr. Shigeru Izuka did not participate in
the above deliberations from the perspective of avoiding conflicts ofinterest because they are former employees of the Company.
The Maeda Seisakusho Special Committee carefully examined anddiscussed the Maeda Seisakusho Inquiry Matters by holding a total of six
meetings from January 28, 2021 to February 22, 2021 (spanning a totalof approximately 9.5 hours), and also reporting, sharing information,
deliberating, and making decisions, etc. through e-mail, etc. in between
meetings.
Specifically, first, at the initial meeting of the Maeda Seisakusho
Special Committee, they received from Maeda Seisakusho an explanationof an overview of the Share Transfer, including the background, etc.
leading to examination of the Share Transfer, and asked questions andreceived answers on such matters. Additionally, they confirmed that there
were no issues with the independence and expertise of Maeda
Seisakusho’s third-party valuation institution Yamada Consulting,―55―

financial advisor Mizuho Securities, and legal advisor Nishimura & Asahi
respectively, and confirmed that the Maeda Seisakusho Special
Committee could also receive expert advice as necessary.
Then, the Maeda Seisakusho Special Committee received explanations
from the Company, and asked questions and received answers, regarding
matters including the background leading to proposal of the Share
Transfer and its purpose, the synergies from to the Share Transfer, andtheir approach regarding the organizational structure and governanceframework of the Holding Company. The Maeda Seisakusho Special
Committee also received explanations from Maeda Seisakusho, and asked
questions and received answers, regarding matters including thebackground leading to receiving the proposal for the Share Transfer, thestrengths and weaknesses of Maeda Seisakusho’s business, technology,
finances, and personnel, etc., Maeda Seisakusho’s view regarding thesynergies from the Share Transfer, and the preparation process, andcontent, of Maeda Seisakusho’s business plan. Additionally, the Maeda
Seisakusho Special Committee questioned Maeda Road regarding matters
including the background leading to receiving the proposal for the Share
Transfer, the strengths and weaknesses of Maeda Road’s business,
technology, finances, and personnel, etc., and Maeda Road’s view
regarding the synergies from the Share Transfer, and received answers inwriting. The Maeda Seisakusho Special Committee received explanations
from Yamada Consulting, and asked questions and received answers,
regarding matters including the valuation methods, assumptions, and thedetails of valuations using each valuation method, etc. used by Yamada
Consulting to calculate the Share Transfer Ratio.
Whenever Maeda Seisakusho received a proposed Share Transfer Ratio
from the Company, the Maeda Seisakusho Special Committee received
reports from time to time regarding the background and details, etc. of
discussions and negotiations regarding the Share Transfer among Maeda
Seisakusho, the Company, and Maeda Road, and discussed how to
respond, etc. Based also on advice from Mizuho Securities from afinancial perspective, including analysis of the premiums in recent sharetransfer deals and other business integrations, the Maeda Seisakusho
Special Committee was substantially involved in the negotiation processwith the Company and Maeda Road such as by providing its opinion after
deliberating and examining the details thereof.
On multiple occasions the Maeda Seisakusho Special Committee also
received explanations of the drafts of press releases that the Three―56―

Companies planned to issue, and while receiving advice from Nishimura& Asahi, confirmed that the Three Companies planned thoroughdisclosure of information regarding the Share Transfer to Maeda
Seisakusho’s shareholders.
As a result of carefully discussing and examining the Maeda
Seisakusho Inquiry Matters with this kind of process, the Maeda
Seisakusho Special Committee submitted its report to Maeda Seisakusho
on February 22, 2021, generally as follows.
(i) Appropriateness of the Share Transfer (including whether the Share
Transfer will serve to improve Maeda Seisakusho’s corporate value)
Looking at the business environment in which Maeda Seisakusho and
the Company are operating, Maeda Seisakusho’s core businesses –construction machinery-related business and industrial/steel machineryrelated business – are both construction-related businesses, andconstruction-related investment is expected to shrink in the future in
Japan. It is reasonable as a member of the Company’s proposed“comprehensive infrastructure services company group” that Maeda
Seisakusho collaborates in the public infrastructure comprehensive
management as well as business in the PPP and concession fields, and theimplementation of this transaction is considered to have the potential tolead Maeda Seisakusho to acquire new revenue bases. Although Maeda
Seisakusho is the Company’s consolidated subsidiary, mutual
independence of their respective management has been maintained
because both the parent and the subsidiary are listed companies. The
Business Integration through conversion to a holding company is
expected to expand the scope of business and increase the value ofbusiness although Maeda Seisakusho did not tend to let its business rely
on transactions with the Company thus far.
With respect to the specific effects the Company presents as being
anticipated from implementing this Share Transfer ((a) establishing astanding (brand) as a comprehensive infrastructure services company
both in Japan and internationally, (b) pursuit of financing benefits for thegroup by improving external ratings (reduction in capital costs), (c)acceleration of M&A activities, including in other business fields, (d)joint DX and R&D initiatives, (e) improvements in productivity by
sharing indirect operations, (f) reduction of legal risks, (g) enhancementof governance (transition to a company with a nominating committees,etc., cessation of maintaining the listing of both the parent and subsidiary,―57―

etc.), and (h) enhancement of recruitment and training, etc.), the Maeda
Seisakusho Special Committee believes that each of such effects specificeffects can be realized. Considering also the low liquidity of Maeda
Seisakusho’s shares on the JASDAQ market, the Maeda Seisakusho
Special Committee believes that the disadvantages of delisting Maeda
Seisakusho’s shares will not be significant.
For the above reasons, the Maeda Seisakusho Special Committee
considers that the Share Transfer will serve to improve Maeda
Seisakusho’s corporate value, and therefore it determined that the Share
Transfer is approvable.
(ii) Reasonableness of the transaction terms of the Share Transfer
The Maeda Seisakusho Special Committee received from Yamada
Consulting, which is the third-party valuation institution appointed by
Maeda Seisakusho, an explanation of the calculation methods and thecalculation process for the Share Transfer Ratio as well as theconsideration process regarding the per share valuation of the shares of
the Three Companies on which the Share Transfer Ratio calculations werebased, and asked questions and received answers in writing. As a result,the Maeda Seisakusho Special Committee did not find any unreasonableaspects in the above calculation methods and calculation processes or theconsideration process, and determined that the Yamada Consulting Share
Transfer Ratio valuation report was reliable. While the Share Transfer
Ratio is that Maeda Seisakusho is 0.58 if the Company is 1.00, the Maeda
Seisakusho Special Committee recognized that such ratio was within therange of results of calculation in the Share Transfer Ratio valuation reportprovided by Yamada Consulting. Additionally, the Maeda Seisakusho
Special Committee considered that, with regards to shares of Maeda
Seisakusho, the Share Transfer Ratio in the Share Transfer (a) offers apremium that compares favorably to the levels of premiums in recent
share transfers between other companies and (b) is at the level that wasclose to the upper limit of both ranges for the Share Transfer Ratio thatwere calculated by the market price analysis and DCF Analysis asprovided in Yamada Consulting’s Share Transfer Ratio valuation report.
Furthermore, the Maeda Seisakusho Special Committee found that, inlight of the draft MOU that Maeda Seisakusho shared with it, no otherterms of the Share Transfer are disadvantageous to Maeda Seisakusho’s
minority shareholders compared to other similar cases.
Therefore, the Maeda Seisakusho Special Committee considers that the―58―reasonableness of the transaction terms of the Share Transfer have been
ensured.
(iii) Fairness of the procedures of the Share Transfer
Maeda Seisakusho and Maeda Road are consolidated subsidiaries of
the Company, the Share Transfer falls under a material transaction, etc.
with a controlling shareholder, and a structural conflict of interest could
arise when examining the Share Transfer at Maeda Seisakusho. In lightof such fact and other circumstances, Maeda Seisakusho established theMaeda Seisakusho Special Committee. The Maeda Seisakusho Special
Committee is found to be independent and to function effectively due tofactors including that (a) the Maeda Seisakusho Special Committee waspromptly established after receiving the initial proposal for the Share
Transfer Ratio from the Company and it was ensured that the Maeda
Seisakusho Special Committee was involved in negotiations between
Maeda Seisakusho, the Company, and Maeda Road from the initial stageof the process forming the transaction terms, (b) the respective members
thereof were confirmed to be independent and had been appointed withdue consideration to expertise and characteristics, (c) a framework was
ensured in respective processes for the decision to establish the Maeda
Seisakusho Special Committee, authority and duties, the appointment ofmembers, and the setting of remuneration where Maeda Seisakusho’s
outside directors and independent audit & supervisory board member
were substantially involved, (d) from the initial proposal of the Share
Transfer Ratio by the Company until Maeda Seisakusho accepted the final
proposal, the Maeda Seisakusho Special Committee was substantiallyinvolved in the negotiation of transaction terms with the Company and
Maeda Road, by means such as holding discussions with Maeda
Seisakusho on multiple occasions, stating its opinion, giving directions,and making requests to Maeda Seisakusho, (e) the Maeda Seisakusho
Special Committee, first confirmed that there were no issues regarding
the respective independence and expertise of the outside advisors
appointed by Maeda Seisakusho, and then received expert advice asnecessary, (f) the Maeda Seisakusho Special Committee directlyinterviewed, or issued written questions, to the parties to the Share
Transfer, obtained material information, including non-public
information such as drafts of the memorandum of understanding andplanned public press releases, and ensured a framework to examine theShare Transfer in which it can take into account the information obtained―59―

by such means, (g) it was stipulated that each committee member would
be paid fixed remuneration as their respective consideration for theirduties, irrespective of the success of the Share Transfer and the content of
the report, (h) Maeda Seisakusho’s board of directors also resolved that,when deciding to implement the Share Transfer, they would respect in fullthe details of the judgment of the Maeda Seisakusho Special Committee
and that they would not make the decision to implement the Share
Transfer if the Maeda Seisakusho Special Committee judged that
implementing the Share Transfer would not be appropriate, and (i) Maeda
Seisakusho examined and negotiated the terms of the Share Transfer
without the participation of the two directors of Maeda Seisakusho whowere employees as of the date of the report or former employees of theCompany, and did not allow such two directors and the two audit &supervisory board members who were former employees of the Company
to be involved in deliberation and resolutions by Maeda Seisakusho’s
board of directors regarding the Share Transfer.
Maeda Seisakusho appointed Nishimura & Asahi as its legal advisor
independent from Maeda Seisakusho, the Company, and Maeda Road,
and received from such law firm necessary legal advice regarding thedecision-making method and process of Maeda Seisakusho’s board of
directors, including various procedures regarding the Share Transfer, as
well as other items requiring caution. Maeda Seisakusho also appointed
Yamada Consulting as a third-party valuation institution independent
from Maeda Seisakusho, the Company, and Maeda Road, and obtained a
Share Transfer Ratio valuation report dated February 22, 2021. In
addition, Maeda Seisakusho appointed and obtained advice from Mizuho
Securities as a financial advisor independent from Maeda Seisakusho, theCompany, and Maeda Road.
Although a so-called proactive market check was not performed in the
Share Transfer, because the Company is not believed to have the intent tosell Maeda Seisakusho’s shares to a third party and a serious
counterproposal is not anticipated, it was recognized that there is little
meaning to performing a proactive market check. Additionally, although
there is no plan to set and announce majority-of-minority conditions,because it is possible that such setting such conditions would destabilize
the formation of the Share Transfer and not serve the interests of Maeda
Seisakusho’s minority shareholders approving the Share Transfer, andalso for the reason that there are other sufficient measures taken to ensure
fairness at Maeda Seisakusho, the fact that such conditions were not set―60―

cannot be found to automatically compromise the fairness of theprocedures of the Share Transfer.
The Maeda Seisakusho Special Committee considers that disclosure of
sufficient information regarding the Maeda Seisakusho Special
Committee, the Share Transfer Ratio valuation report, and otherinformation, through press releases to regular shareholders, is planned.
Therefore, the Maeda Seisakusho Special Committee considers that thefairness of procedures for the Share Transfer have been ensured.
(iv) The decision by Maeda Seisakusho’s board of directors to implement the
Share Transfer is not disadvantageous to Maeda Seisakusho’s minority
shareholders
As discussed above, the Maeda Seisakusho Special Committee
considered that the Share Transfer would serve to improve Maeda
Seisakusho’s corporate value and therefore approvable, thereasonableness of the transaction terms was ensured, the fairness ofprocedures in the Share Transfer was ensured, and the Maeda Seisakusho
Special Committee found no other factors or circumstances would cause
the Business Integration through the Share Transfer to be disadvantageous
for minority shareholders of Maeda Seisakusho. Given the above findings,
the Maeda Seisakusho Special Committee considers that Maeda
Seisakusho’s board of directors deciding to implement the Share Transfer
would not be disadvantageous to Maeda Seisakusho’s minority
shareholders.
II. Unanimous approval of directors of at Maeda Seisakusho without aninterest and opinion to the effect that there is no objection from audit &supervisory board members of at Maeda Seisakusho without an interest
At the meeting of its board of directors held on February 24, 2021,
Maeda Seisakusho resolved by unanimous resolution of the directors of
Maeda Seisakusho who participated in deliberation and resolution (fivedirectors, excluding Mr. Yasuo Kato and Mr. Satoru Tahara) to executethe MOU. As with the resolution to establish the Maeda Seisakusho
Special Committee above in i., the directors Mr. Yasuo Kato and Mr.
Satoru Tahara had no involvement whatsoever in the deliberation andresolution of the above meeting of the board of directors in order to avoid
conflicts of interest, and had no involvement whatsoever in discussions
and negotiations with the Company and Maeda Road on behalf of Maeda
Seisakusho.
―61―

Maeda Seisakusho’s audit & supervisory board members (two audit &supervisory board members, excluding Mr. Ryoji Tazima and Mr. Shigeru
Izuka) also attended the above meeting of the board of directors, and all
attending audit & supervisory board members expressed their opinion thatthey did not object to the above resolution. As with the resolution toestablish the Maeda Seisakusho Special Committee above in i., Maeda
Seisakusho’s audit & supervisory board members Mr. Ryoji Tazima and
Mr. Shigeru Izuka had no involvement whatsoever in the deliberation andresolution of the above meeting of the board of directors in order to avoid
conflicts of interest, and had no involvement whatsoever in discussions
and negotiations with the Company and Maeda Road on behalf of Maeda
Seisakusho.
(2) Matters Regarding the Holding Company’s Capital and Reserves
The amount of the Holding Company’s capital and reserves uponincorporation were determined as follows and have been deemed to beappropriate.
(i) Capital
20,000,000,000 yen(ii) Capital reserves
5,000,000,000 yen(iii) Retained earnings reserves
0 yen
These amounts of capital and reserves were comprehensively consideredand examined based on the Holding Company’s capital policy, etc., were
decided within the scope of the provisions of Article 52 of the Regulations on
Corporate Accounting upon discussion among the Three Companies and havebeen deemed to be appropriate.
(3) Handling of Treasury Shares and Shares of the Holding Company to be
Allotted to the Three Companies
As each of the Three Companies plans to cancel the treasury shares that it
currently holds or will acquire in the future, to the extent practically possible,
before the Share Transfer takes effect, no share of the Holding Company willbe allotted with respect to the treasury shares of the Three Companies; provided,
however, that as the number of treasury shares to be actually cancelled before
the Share Transfer takes effect has not been determined at the present time, thenumber of new shares to be issued by the Holding Company set out in (1)①
above may change.
In connection with the Share Transfer, the shares of the Holding Company
will be allotted according to the Share Transfer Ratio with respect to the sharesof Maeda Road held by the Company (42,271,300 shares as of March 31, 2021)―62―and the shares of Maeda Seisakusho held by the Company (7,115,000 shares
as of March 31, 2021), as well as the shares of the Company held by Maeda
Road (3,877,599 shares as of March 31, 2021) and the shares of Maeda
Seisakusho held by Maeda Road (345,000 shares as of March 31, 2021),
resulting in the Company and Maeda Road holding the shares of the Holding
Company, their wholly owning parent company. However, the two companies
plan to dispose of those shares of the Holding Company, including by way ofdividends in kind to the Holding Company, at a reasonable time after the dateon which the Share Transfer takes effect in accordance with the provisions of
the Companies Act.
Please note that the treasury shares of the Holding Company to be held by
the Holding Company as a result of such disposition will be in principle
cancelled.
4. Matters Regarding Financial Statements, etc.
(1) The Following Matters Regarding the Other Wholly Owned Subsidiaries
Resulting from a Share Transfer (Maeda Road and Maeda Seisakusho)① Details of financial statements, etc. for the last business year (April 1,2020 to March 31, 2021)
The details of the financial statements, etc. of Maeda Road and Maeda
Seisakusho for the fiscal year ended March 31, 2021 are available on the
Company’s website (https://www.maeda.co.jp/) (in Japanese only) inaccordance with the provisions of laws and regulations, and Article 15 of
the Articles of Incorporation.
② Details of any disposition of material assets, material obligations, or any
other circumstances after the last day of the last business year that may
have a material effect of the status of company assets with respect to theother wholly owned subsidiaries resulting from a share transfer (Maeda
Road and Maeda Seisakusho)
A. Dividends of surplus
Maeda Road plans to pay a dividend of 70 yen per share toshareholders of common shares and registered share pledgees of shares
stated or recorded in the last shareholder register as of March 31, 2021,
subject to a resolution of the ordinary general meeting of shareholders
scheduled to be held on June 25, 2021.
Maeda Seisakusho plans to pay a dividend of 10 yen per share toshareholders of common shares and registered share pledgees of shares
stated or recorded in the last shareholder register as of March 31, 2021,―63―subject to a resolution of the ordinary general meeting of shareholders
scheduled to be held on June 22, 2021.
B. Cancellation of treasury shares
As of the base time (meaning the time immediately before the point
in time that the Holding Company acquires all of the issued shares of
the Three Companies in the Share Transfer; same hereinafter), to theextent practically possible, Maeda Road and Maeda Seisakusho
respectively plan to cancel all treasury shares (including treasury sharesacquired through the purchase of shares in relation to the exercise ofdissenting shareholders’ share purchase demand provided in Article
806(1) of the Companies Act during the Share Transfer) that they holdas of the base time.
(2) The Following Matters Regarding the Company① Details of any disposition of material assets, material obligations, or any
other circumstances after the last day of the last business year that may
have a material effect of the status of company assets of the wholly owned
subsidiary resulting from a share transfer
A. Dividends of surplus
The Company plans to pay a dividend of 38 yen per share toshareholders of common shares and registered share pledgees of shares
stated or recorded in the last shareholder register as of March 31, 2021,
subject to a resolution of the ordinary general meeting of shareholders
scheduled to be held on June 23, 2021.
B. Cancellation of treasury shares
As of the base time, to the extent practically possible, the Company
plans to cancel all treasury shares (including treasury shares acquired
through the purchase of shares in relation to the exercise of dissenting
shareholders’ share purchase demand provided in Article 806(1) of theCompanies Act during the Share Transfer) that it holds as of the basetime.
5. Matters Provided in Article 74 of the Order for Enforcement of the Companies
Act Regarding Who Will Become Directors of the Wholly Owning Parent
Company Incorporated in a Share Transfer
The directors of the Holding Company will be as follows.
Notice was given in the press release “Notice on Execution of a
Memorandum of Understanding Regarding Business Integration of Maeda
Corporation, Maeda Road Construction Co., Ltd., and Maeda Seisakusho―64―

Co., Ltd. by Establishment of a Joint Holding Company” dated February 24,
2021 to the effect that the Holding Company will have eight directors, ofwhom four will be outside directors, but in subsequent discussions among
the Three Companies, it was decided that, with the goal of further enhancing
corporate governance, the Holding Company will have nine directors, ofwhom five will be outside directors. The Three Companies established aprovisional integration committee comprising three representatives of theThree Companies to conduct a detailed examination aimed at a smoothtransition to a holding company structure and rapidly achieving the aims of
the Business Integration, but in order ensure the transparency and fairness ofprocedures for the appointment of candidates for the positions of the Holding
Company’s four directors (excluding outside directors), nine executive
officers, and representative executive officer, etc., the provisional integrationcommittee has tasked the five-member nominating committee (comprisingfour independent outside directors and one independent outside audit &supervisory board member of the Three Companies) with the selection ofsuch candidates. The nominating committee conducted interviews with 22
people recommended by the Three Companies and then provided a report tothe provisional integration committee nominating the chosen candidates. An
official integration committee was established comprising four members
nominated as directors of the Holding Company upon incorporation(excluding outside directors), and the candidates were appointed by the
integration committee approving the content of the report from thenominating committee.
The candidates for the five outside director positions were appointed fromoutside director candidates recommended by the Three Companies, after
discussion by the integration committee.
Name(Date of
Birth)

Soji Maeda(December

Career Summary and Positions andResponsibilities (Significant Positions Held at
Other Companies)

April 1997
April 2000

(1) Number of shares of
the Company held(2) Number of shares of
Maeda Road held(3) Number of shares of
Maeda Seisakusho
held(4) Number of commonshares of the Holding
Company allotted
Joined Maeda Corporation(1) 119,295 shares
Deputy General Manager of (2) 0 shares―65―

6, 1967)
June 2002
June 2004
November 2004
January 2007
June 2008
April 2009
January 2010
April 2011
April 2014
April 2016
Kazunari
Kibe(April 25,
1961)

April 1986
January 2007

April 2009
January 2010

April 2013
April 2014

Kanto Branch (currently Tokyo
Building Works Branch) of
Maeda Corporation
Director, Managing Officer of
Maeda Corporation
Senior Managing Officer of
Maeda Corporation
General Manager of Building
Division of Maeda Corporation
Project Leader of TPM of
Maeda Corporation
In charge of TPM, and in chargeof Sales Promotion of Building
Division of Maeda CorporationIn
chargeof
Iidabashi
Redevelopment PJ at Maeda
Corporation
Responsible for Energy at
Maeda Corporation
Deputy General Manager of
Kansai Branch of Maeda
Corporation
Responsible for Sales of Maeda
Corporation
President and Representative
Director of Maeda Corporation(to the present)
Joined Maeda Corporation
General Manager of Corporate
Planning Dept. of Business
Administration Division of
Maeda Corporation
Deputy General Manager ofBusiness
Administration
Division of Maeda Corporation
Executive Officer, Deputy
General Manager of Civil
Engineering Division, in chargeof Corporate Planning of Maeda
Corporation
General Manager of Business
Strategy Office of Maeda
Corporation
Managing Director of Maeda
Corporation―66―(3) 0 shares(4) 119,295 shares(1) 27,037 shares(2) 0 shares(3) 0 shares(4) 27,037 shares

April 2016
June 2016
April 2020

June 2020
May 2021

Hirotaka
Nishikawa(November
12, 1953)

June 2008
May 2013
May 2013
June 2013

April 2018

April 2019

June 2019

April 2021
MasaakiApril 1981

General Manager of Business
Strategy Division of Maeda
Corporation
Director of Maeda Corporation(to the present)
Senior Managing Officer,
GeneralManagerofManagement Innovation of
Maeda Corporation (to thepresent)
In charge of CSR andEnvironmentat
Maeda
Corporation
In charge of CSV Strategy andsupervising Engineering andInformationat
Maeda
Corporation (to the present)
DirectorandManaging
Executive Officer of Maeda
Corporation
Retired as Director of Maeda
Corporation
Advisor of Maeda Road
Director, Senior Executive
Officer, and General Manager
ofMarketing&
Sales
Headquarters of Maeda Road
Director, Senior Executive
Officer, Overseeing Internal
Control, and General Manager
ofMarketing&
Sales
Headquarters of Maeda Road
Director, Senior Executive
Officer,andOverseeing
Internal Control and Marketing& Sales Headquarters of Maeda
Road
Director, Senior Executive
Officer, Overseeing Internal
Control, and General Manager
ofMarketing&
Sales
Headquarters of Maeda Road
Director and Chairman of
Maeda Road (to the present)
Joined Maeda Seisakusho―67―(1) 35,000 shares(2) 6,500 shares(3) 0 shares(4) 49,820 shares(1) 0 shares

Shioiri(February 5,
1958)

April 2008

October 2008

April 2009

June 2009
April 2010
October 2010

April 2011

April 2012
April 2013

Keiichiro
Hashimoto(October

April 1974

Executive Officer, Manager ofMachinery Sales Department,
Industrial Machinery Divisionof Maeda Seisakusho
Department
Managerof
Manufacturing Department andGroup
ManagerofEnvironmental
Construction
Machinery Group, Industrial
Machinery Division of Maeda
Seisakusho
DeputyDivision
GeneralManagerofIndustrial
Machinery
DivisionandDepartment
Managerof
Manufacturing Department of
Maeda Seisakusho
Director of Maeda Seisakusho
Managing Officer of Maeda
Seisakusho
DeputyDivision
GeneralManagerofIndustrial
Machinery
Division,
Department
Managerof
Manufacturing
Department,
and Department Manager ofPlanning&
Management
Departmentof
Maeda
Seisakusho
DeputyDivision
GeneralManagerofIndustrial
Machinery
DivisionandDepartment
ManagerofIndustrial Machinery Business
Departmentof
Maeda
Seisakusho
Division General Manager ofIndustrial Machinery Divisionof Maeda Seisakusho
Representative Director andPresident, Executive Officer
and President of Maeda
Seisakusho (to the present)
Joined The Mitsubishi Bank,
Ltd. (currently, MUFG Bank,
Ltd.)

―68―

(2) 0 shares(3) 60,300 shares(4) 34,974 shares(1) 0 shares(2) 0 shares(3) 0 shares20, 1951)

June 2001

General Manager, International (4) 0 sharesBusiness Department of The
Mitsubishi Bank, Ltd.
June 2003
Member of the Board, Deputy
President Executive Officer,
and Chief Financial Officer(CFO) of Mitsubishi Motors
Corporation
June 2005
Senior Managing Director of
SEGA SAMMY HOLDINGS
INC.
June 2010
Director,
ChairmanandPresident of Metropolitan
Expressway Company Limited
October 2012
Audit & Supervisory Board
Member of Bit-isle Inc.
(currently, Equinix, Inc.)
May 2014
Director,
Executive
Vice
President and COO of Shioya
Tochi Co., Ltd.
June 2015
Audit & Supervisory Board
Member of Higashi-Nippon
Bank, Ltd.
April 2016
Audit & Supervisory Board
Member of Concordia Financial
Group, Ltd. (to the present)
April 2019
Vice Chairman & President ofJapan Association of Corporate
Executives (Retired in April
2021)
June 2020
Outside Director of FANCLCORPORATION(tothepresent)
June 2020
Audit & Supervisory Board
Member of Maeda Road
(scheduled to retire as Audit &Supervisory Board Member andbe appointed as Director of
Maeda Road in June 2021)
April 2021
Representative Director of T
Art Life Village (to the present)(Significant Positions Held at Other Companies)
Audit & Supervisory Board Member of Concordia
Financial Group, Ltd.
Outside Director of FANCL CORPORATION―69―

Seiichiro
Yonekura(May 7,
1953)

KoichiMoriya(August 13,
1957)

Representative Director of T Art Life Village
June 1990
PhD, Harvard Graduate Schoolof Arts and Sciences
April 1995
Professor,
FacultyofCommerce and Management of
Hitotsubashi University
April 1997
ProfessorofHitotsubashi
University
InstituteofInnovation Research (until
March 2017)
May 2003
Co-PresidentofGroup
Strategic Planning Office ofSony Corporation (until March
2004)
April 2008
Directorof
Hitotsubashi
University
InstituteofInnovation Research (until
March 2012)
March 2012
Centre for Japanese Studies(GIBS), University of Pretoria(until December 2014)
April 2017
Professor of Hosei University
Graduate School of Innovation
Management (to the present)
April 2020
President of Creative ResponseSocial Innovation School (to thepresent)(Significant Positions Held at Other Companies)
Professor of Hosei University Graduate School of
Innovation Management
President of Creative Response-Social Innovation
SchoolApril 1981
JoinedPIONEERCORPORATION
June 2013
Executive Officer of PIONEERCORPORATION,
andChairman and President of
Pioneer China Holding Co.,Ltd.
June 2015
Senior Executive Officer, incharge of HR, General Affairs
and Information System, of
PIONEER CORPORATION
June 2017
Director and Senior Executive
Officer (in charge of HR,―70―(1) 0 shares(2) 0 shares(3) 0 shares(4) 0 shares(1) 0 shares(2) 0 shares(3) 0 shares(4) 0 shares

Rie
Murayama(May 1,1960)

Atsushi

General Affairs, Information
System,Legal
Risk
Management,
Environment,
CSR,
Corporate
Communications & IR and
Audit)of
PIONEERCORPORATION
June 2018
Representative
Director,
President
and
CEO
of
PIONEER CORPORATION
January 2020
Directorof
PIONEERCORPORATION(tothepresent)
June 2020
Director of Maeda Road (to thepresent)
June 2020
Outside Director of KOSAIDO
Co., Ltd. (scheduled to retire inJune 2021)(Significant Positions Held at Other Companies)
Outside Director of KOSAIDO Co., Ltd.
(scheduled to retire in June 2021)
Outside Director and Investment Committee
Member of Cool Japan Fund Inc. (scheduled to beappointed in June 2021)
November 1988 Joined CS First Boston Inc.
March 1993
Joined Goldman Sachs Japan
Co., Ltd., Tokyo Branch
November 2001 Managing Director of Goldman
Sachs Japan Co., Ltd., Tokyo
BranchApril 2014
Director of National Center for
Global Health and Medicine
June 2016
External Director of RENOVA,Inc.
April 2017
Chairman & Representative
Director of ComTech, Ltd.
June 2017
External Director of KATITAS
Co., Ltd.
June 2019
Outside Director of Shinsei
Bank, Limited (to the present)
June 2020
Outside Director of Maeda
Corporation (to the present)(Significant Positions Held at Other Companies)
Outside Director of Shinsei Bank, Limited
April 1991
JoinedNomuraResearch―71―(1) 0 shares(2) 0 shares(3) 0 shares(4) 0 shares(1) 0 shares

Takagi(October 3,
1967)

Institute, Ltd.
(2) 0 shares
Joined Morgan Stanley Japan (3) 0 shares(4) 0 shares
Ltd.
December 2004 Managing Director of Morgan
Stanley Japan Ltd.
October 2015
Deputy General Manager ofResearch Division of Morgan
Stanley Japan Ltd.
November 2019 Representative Director of
Infrastructure Research &Advisors Co., Ltd. (to thepresent)
June 2020
Outside Director of Maeda
Corporation (to the present)(Significant Positions Held at Other Companies)
Representative Director of Infrastructure Research& Advisors Co., Ltd.
September 1997

(Notes)
1. Mr. Keiichiro Hashimoto, Mr. Seiichiro Yonekura, Mr. Koichi
Moriya, Ms. Rie Murayama and Mr. Atsushi Takagi are candidates
for outside directors provided in Article 2(3)(vii) of the Order for
Enforcement of the Companies Act. The following provides asummary of the reasons and expectations regarding each of theforegoing as candidates for outside directors.
(1)
Based on his abundant experience and broad insight as acorporate manager, Mr. Keiichiro Hashimoto has been
oversighting the business execution and providing advice on
overall management of the Maeda Road Group. The Three
Companies anticipate that he will further provide advice on
the Holding Company Group’s sustainable growth,enhancement of corporate value and strengthened
collaboration based on his broad insight, and thus havenominated him as a candidate for a director.
(2)
Mr. Seiichiro Yonekura has acquired various expertisethrough innovation research, etc. as a management scholar.
The Three Companies anticipate that he will primarily
oversee the business execution of the Holding Company
based on his broad knowledge and sophisticated insight, andthus have nominated him as a candidate for a director.
(3)
Based on his abundant experience and insight acquired
through years of experience as a corporate manager at anelectric-appliance manufacturer, Mr. Koichi Moriya has been
―72―

2.
3.

4.

oversighting the business execution and providing advice on
overall management of the Maeda Road Group. The Three
Companies anticipate that he will primarily oversee thebusiness execution of the Holding Company based on his
broad knowledge and sophisticated insight, and thus havenominated him as a candidate for a director.
(4)
Based on her abundant business experience at investmentbanks and broad insight acquired through experience as an
outside director of other companies, Ms. Rie Murayama has
been providing advice and making proposals to the board of
directors, etc. from such perspectives as an outside director.
The Three Companies anticipate that she will oversee thebusiness execution and provide advice on overallmanagement of the Holding Company in the future, and thus
have nominated her as a candidate for an outside director.
(5)
Based on his business experience as an analyst at a securities
firm, sophisticated knowledge in finance, and broad insights
on infrastructure, Mr. Atsushi Takagi has been providing
advice and making proposals to the board of directors, etc. of
Maeda Corporation from such perspectives as an outside
director. The Three Companies anticipate that he willoversee the business execution and provide advice on overallmanagement of the Holding Company in the future, and thus
have nominated him as a candidate for an outside director.
There is no special interest between any of the candidates for director
and the Three Companies, and no special interest is planned to arise
with the Holding Company.
As of the date of this Convocation Notice and the Reference
Documents for the General Meeting of Shareholders, and in the past,
Mr. Soji Maeda and Mr. Kazunari Kibe serve and have served as an
executive officer of the Company (which will become a subsidiaryof the Holding Company), and their position and responsibilities at
the Company are as stated above in the Career Summary andPositions and Responsibilities (Significant Positions Held at Other
Companies) column.
As of the date of this Convocation Notice and the Reference
Documents for the General Meeting of Shareholders, and in the past,
Mr. Hirotaka Nishikawa serves and has served as an executive officer
of Maeda Road (which will become a subsidiary of the Holding
―73―

5.

6.

7.

8.

Company), and his position and responsibilities at Maeda Road are
as stated above in the Career Summary and Positions andResponsibilities (Significant Positions Held at Other Companies)
column.
As of the date of this Convocation Notice and the Reference
Documents for the General Meeting of Shareholders, and in the past,
Mr. Masaaki Shioiri serves and has served as an executive officer of
Maeda Seisakusho (which will become a subsidiary of the Holding
Company), and his position and responsibilities at Maeda Seisakusho
are as stated above in the Career Summary and Positions andResponsibilities (Significant Positions Held at Other Companies)
column.
If Mr. Keiichiro Hashimoto, Mr. Seiichiro Yonekura, Mr. Koichi
Moriya, Ms. Rie Murayama and Mr. Atsushi Takagi are appointed as
outside directors of the Holding Company, the Holding Company
plans to enter into agreements with them pursuant to the provisionsof Article 427(1) of the Companies Act limiting their damages
liability under Article 423(1) of the Companies Act to the extent
permitted by laws and regulations.
The Holding Company will enter into an officer, etc. damage liability
insurance contract provided in Article 430-3(1) of the Companies Act
with an insurance company, and the Holding Company plans toindemnify its directors from damage that is the responsibility of theinsured party such as damages and legal costs if an action fordamages is filed by a shareholder, third party or any other party bymeans of such insurance contract. If the candidates for directors areappointed as the directors of the Holding Company, they will be
included in the insured parties under such insurance contract.
The number of shares of the Company, Maeda Road, and Maeda
Seisakusho held by the candidates are stated based on the holdings
as of the date of this Convocation Notice and the Reference
Documents for the General Meeting of Shareholders (including thenumber of shares held through an officer shareholding association),and the number of shares of the Holding Company to be allotted was
calculated based on such shareholdings and the Share Transfer Ratio
for the Share Transfer. Therefore, there may actually be changes in
the number of shares held and the number of new shares delivered by
the Holding Company until the day immediately preceding the―74―

incorporation of the Holding Company.
6. Matters Provided in Article 77 of the Order for Enforcement of the Companies
Act Regarding the Financial Auditor of the Wholly Owning Parent Company
Incorporated in a Share Transfer
The financial auditor of the Holding Company is as follows.
As of March 31, 2021
Name
Locationofprinciple
officeNo. ofemployees

Ernst & Young ShinNihon LLC
Tokyo Midtown Hibiya, Hibiya Mitsui Tower
1-1-2 Yurakucho, Chiyoda-ku, Tokyo

Certified public
accountants
Successful applicants of
the CPA examination
Other
Total

Partners
540

Staff
2,461

Total
3,001

0

1,179

1,179

10
1,459
1,469
550
5,099
5,649
* Excluding part-time CPAs and staff

History
October 1985
January 1986
April 2000

Established Showa Ota & Co.
Established Century Audit Corporation
Showa Ota & Co. and Century Audit Corporation
were merged into Century Ota Showa & Co.
July 2001
Renamed Shin Nihon & Co.
July 2008
Renamed Ernst & Young ShinNihon LLC,
following the reorganization to a limited liability
company
July 2018
Renamed Japanese trade name(Note) The Audit & Supervisory Boards of each of the Three Companies
have determined that Ernst & Young ShinNihon LLC is wellqualified as the financial auditor of the Holding Company based on
results comprehensively taking into account factors such as its longtrack record as a financial auditor, its suitability as a professional
expert (including its independence), and the fact that it has―75―

frameworks to ensure financial audits of the Holding Company are
conducted appropriately.

―76―