Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 1821)
June 7, 2018
To Shareholders with Voting Rights:
Hideo Arai
Representative Director,
President
Sumitomo Mitsui Construction Co., Ltd.
2-1-6, Tsukuda, Chuo-ku, Tokyo, JapanNOTICE OF
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 15th Annual General Meeting of Shareholders of Sumitomo Mitsui
Construction Co., Ltd. (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing by submitting the
Voting Rights Exercise Form, or via the Internet, etc. Please review the attached Reference Documents for the
General Meeting of Shareholders and exercise your voting rights by 5:45 p.m. on Wednesday, June 27, 2018,
Japan time.
1. Date and Time:Thursday, June 28, 2018 at 10:00 a.m. Japan time

2. Place:

Corporate Headquarters (Conference room on the 2nd floor) located at
2-1-6, Tsukuda, Chuo-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business, the Consolidated Financial Statements for the Company’s 15th
Fiscal Year (April 1, 2017 - March 31, 2018) and results of audits by the
Accounting Auditor and the Audit & Supervisory Board of the Consolidated
Financial Statements
2. The Non-consolidated Financial Statements for the Company’s 15th Fiscal
Year (April 1, 2017 - March 31, 2018)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of 9 Directors
Proposal 2:
Election of 2 Audit & Supervisory Board Members
Proposal 3:
Approval of Compensation Plan for Allotting Restricted Stock to Directors
Proposal 4:(excluding External Directors)

-1-

●

●
●

As the following documents are posted on the Company’s website pursuant to provisions of laws andregulations as well as Article 13-2 of the Articles of Incorporation, they are not presented in the
Appendix of this Notice of the Annual General Meeting of Shareholders.
Necessary systems to ensure appropriate operations and operation status of the systems in theBusiness Report
The Consolidated Statement of Changes in Net Assets and the Notes to the Consolidated Financial
Statements
The Statement of Changes in Net Assets and the Notes to the Non-consolidated Financial Statements
Therefore, the Appendix of this Notice of the Annual General Meeting of Shareholders were part ofthe Business Report, the Consolidated Financial Statements and the Non-consolidated Financial
Statements audited by the Audit & Supervisory Board Members and Accounting Auditor when they
prepared the audit report.
Should the Reference Documents for the General Meeting of Shareholders and the Appendix (theBusiness Report, the Consolidated Financial Statements, the Non-consolidated Financial Statements)
require revisions, the revised versions will be posted on the Company’s website.
The Company’s website: http://www.smcon.co.jp.

-2-

Instructions on Exercising Voting Rights
For Those Attending the General Meeting of Shareholders
Date and time of the Meeting: Thursday, June 28, 2018, at 10:00 a.m.
Please hand in the enclosed Voting Rights Exercise Form at the reception desk on arrival at the Meeting.
In addition, please bring this booklet for reference at the meeting.
▪ If exercising voting rights via proxy, one (1) other shareholder with voting rights may attend the General Meeting of
Shareholders as your proxy. In this case, please submit documentation to the Company proving the right to represent,such as the power of attorney. (Non-shareholding proxies, accompanying persons or anyone else who is not ashareholder may not attend the General Meeting of Shareholders.)

For Those Not Attending the General Meeting of Shareholders
Deadline for exercising voting rights: Wednesday, June 27, 2018, 5:45 p.m.
By MailPlease indicate whether you approve or disapprove of each proposal on the enclosed Voting Rights
Exercise Form and return by mail.
By the Internet
Please indicate whether you approve or disapprove of each proposal on the voting rights exercise website
designated by the Company:
https://www.web54.net/
Please see the following page for details.
If exercising voting rights by mobile phone or smartphone, etc., it is also
possible to use a barcode reader to scan the “QR Code®” shown to the rightto access the voting rights exercise website.
(QR Code is a registered trademark of DENSO WAVE CORPORATION)▪ If there is no indication of approval or disapproval for each proposal on the Voting Rights Exercise Form, it shall bedeemed as an indication of approval.
▪ If you exercise your voting rights twice, such as by writing and Internet, etc., only the later vote arriving at the Company
will be considered a valid exercise of voting rights, and if they arrive on the same day, the vote cast through the Internet,
etc., will be deemed valid.
▪ If you exercise your voting rights multiple times via the Internet, etc., only the latest vote shall be deemed valid.

-3-Instructions for Exercise of Voting Rights via the Internet, etc.
If exercising voting rights via the Internet, it is possible only by accessing the following voting rights exercise
website designated by the Company. If using a smartphone, by scanning the “QR Code” indicated on theenclosed Voting Rights Exercise Form, it is not necessary to enter the “Voting rights exercise code” and“Password” for logging-in to the voting rights exercise website for smartphone.
1. Access the Voting Rights Exercise Website
The voting rights exercise website: https://www.web54.net/
If using a mobile phone or smartphone, etc., it is also
possible to scan the “QR Code®” indicated on theright of the Voting Rights Exercise Form to access thevoting rights exercise website.
(QR Code is a registered trademark of DENSO WAVE CORPORATION)

2. LoginEnter the “Voting rights exercise code” indicated on the bottom left of your Voting Rights Exercise Form.
3. Enter Password
Enter the “Password” indicated on the bottom left of your Voting Rights Exercise Form.
Then follow the instructions on screen.
For inquiries regarding the use of the voting rights exercise website:
Sumitomo Mitsui Trust Bank, Limited
Stock Transfer Agency Web Support Dedicated Hotline[Telephone] 0120-652-031 (9 a.m. to 9 p.m. Japan time)
About the Password▪ The password is a means of verifying whether or not the person exercising voting rights is alegitimate shareholder.
Please store this password carefully until the end of this General Meeting of Shareholders.
▪ The Company shall not respond to inquiries regarding passwords by telephone.
▪ Incorrectly inputting the password more than a certain number of times will lock it and disable
it. To request reissuance of your password, please follow the on screen instructions.
About the Voting Rights Exercise Platform
Institutional investors may utilize the Voting Rights Exercise Platform operated by ICJ, Inc.

-4-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:
Appropriation of Surplus
Concerning the appropriation of surplus, the Company proposes the following.
 Matters concerning year-end dividends
The Company, seeks to strengthen its financial standing and increase its internal reserves in
preparation for future business expansion while maintaining a stable dividend policy, and determines
dividend distribution by taking comprehensive account of trends in business results as well as the future
management environment.
Based on the above policy, upon consideration of the financial contents, business results, and future
management initiatives, etc., for the 15th fiscal year, for year-end dividends for the 15th fiscal year, theCompany proposes the following.
(1) Dividend asset typeCash(2) Matters concerning distribution of dividends to shareholders and the total amount
Based on comprehensively taking into consideration the achievement of performance exceeding thebudget for fiscal 2017, and the future business prospects and business plan, the Company proposes a
year-end dividend of 18 yen per share, an increase of 3 yen compared with the dividend of theprevious fiscal year (equivalent amount of 15 yen), which was converted after the consolidation ofshares as of October 1, 2017.
In this case, the total amount of dividend will be 2,925,750,960 yen.
(3) Date on which the dividend of surplus becomes effective
June 29, 2018-5-

Proposal 2:

Election of 9 Directors

The terms of office of all Directors (9 persons) will expire at the end of this Annual General Meeting of
Shareholders. Accordingly, the election of 9 Directors is proposed.
The candidates are as follows, and from the viewpoint that the Company is engaging in a comprehensive
construction company mainly in the civil engineering business and building construction business, theCompany sets it as basic policy to form a well-balanced Board comprising persons with adequate knowledge
regarding both businesses, as well as persons with expertise in governance, fund procurement, and corporate
management. The candidates are determined at the Board of Directors upon consideration of the results ofdeliberations at the Nomination and Compensation Advisory Committee, which serves as advisory bodies tothe Board of Directors.
Furthermore, if this Proposal and Proposal 3 are approved as proposed and the candidates assume thepositions of Directors or Audit & Supervisory Board Members, respectively, five (5) of the total number offourteen (14) Directors and Audit & Supervisory Board Members shall be Independent Directors or
Independent Auditors as stipulated in Article 436-2 of the Securities Listing Regulations of the Tokyo Stock
Exchange.

No.

Name

1

Reappointment

Hideo
Arai

2

Reappointment

YoshioNagamoto3

Reappointment

Yoshitaka
Mimori4

New Candidate

Kunio
Hanato5

Reappointment

Shoji
Kimijima

6

Reappointment

Tomohiko
Sato

7

New Candidate

8

Reappointment

Hiroshi
Mashiko
KumikoKitai

9Reappointment

Sakio
Sasamoto

Position
Representative
Director,
President
Representative
Director,
Executive Vice
President

Representative
Director,
Executive Vice
President
Executive Vice
President

External

Director, Senior
Managing
Executive Officer
Director, Senior
Managing
Executive Officer
Senior Managing
Executive Officer
Director

Independent
Director
External

Director

Independent
Director-6-

Responsibilities

In charge of Audit, Secretariat,
Public Relations, Corporate
Planning, Affiliated Business,
Administration Division, Safety,
Business Innovation &Incubation Division, and Global
Division
Division Director, Audit
Department
Division Director, Building
Construction Division

Division Director, Safety &Environment Management
Department
Division Director, Secretariat,
Public Relations Office,Administration Division
Division Director, Corporate
Planning Department andAffiliated Business Department
Division Director, Civil
Engineering Division

Attendance atBoard ofDirectors
Meetings
100%(15 out of 15
times)
100%(15 out of 15
times)

100%(15 out of 15
times)

100%(15 out of 15
times)
100%(15 out of 15
times)

93.3%(14 out of 15
times)
100%(15 out of 15
times)

No.

Name(Date of birth)

Hideo Arai
(January 11, 1955)

Past experience, positions, responsibilities
and significant concurrent positions
April 1977
July 2001
April 2003

[Reappointment]

1

Joined Sumitomo Construction Co., Ltd.
General Manager, Technical Consulting Department, Civil
Engineering Administration Department, Civil Engineering
Division
General Manager, Civil Engineering Technical Consulting
Department, Civil Engineering Administration Department, Civil
Engineering Business Division
General Manager, Renewal Project Office, Project Office, Civil
Engineering Business Division of the Company
Executive Officer
General Manager, Tokyo Civil Engineering BranchManaging Executive Officer
Director
Senior Managing Executive Officer
Representative Director (to present), President (to present)

10,908
Attendance at Board of
Directors Meetings
April 2010
during fiscal 2017:
April 201115 out of 15 times
June 2012(100%)
April 2013
April 2015
Reasons for selection as a candidate for Director
Since joining the Company, Mr. Hideo Arai has accumulated a wealth of experience from serving important posts in the civilengineering section, and is currently working to strengthen corporate governance and further enrich the management structure.
Based on the fact that he has been adequately fulfilling his responsibilities as top manager, the Company has judged it appropriate
to renominate him as a candidate for Director.
Joined Sumitomo Bank
April 1975
General Manager, Credit Department I, Corporate Banking Unit,
May 2004
Sumitomo Mitsui Banking Corporation
Representative Director and President, SMFG Corporate Recovery
November
2005
Yoshio Nagamoto
Servicer Co., Limited(May 10, 1952)
Corporate Auditor (full-time), Daiwa Securities SMBC Co., Ltd.
June 2007
Advisor, Sumitomo Mitsui Banking Corporation
Corporate Advisor of the Company
8,034
Executive Vice President (to present)
Division Director, Audit Department (to present)
Representative Director (to present)
In charge of Audit, Public Relations and Administration Division(to present)
In charge of Secretariat (to present)
In charge of Corporate Planning, Affiliated Business, Business
April 2014
Innovation & Incubation Division and Global Division (to present)
In charge of Safety (to present)
April 2018
Reasons for selection as a candidate for Director
Mr. Yoshio Nagamoto has accumulated a wealth of experience in finance and as a management executive through his career atbanks, and currently, he is adequately fulfilling his responsibilities as the director in charge of the corporate administration
section, safety section, global section, and business innovation & incubation section of the Company. Therefore, the Company has
judged it appropriate to nominate him as a candidate for Director.

September 2009
March 2010
Attendance at Board of April 2010
Directors Meetings
June 2010
during fiscal 2017:15 out of 15 times(100%)
April 2013
[Reappointment]

2

Number ofshares of theCompany held

-7-

No.

Name
(Date of birth)

45

Number ofshares of theCompany held

Joined Sumitomo Construction Co., Ltd.
General Manager, Building Construction Department, Building
Construction Administration Department and Tokyo Branch
General Manager, Building Construction Department, Building
April 2003
Construction Administration Department, Tokyo Building[Reappointment]
Construction Branch of the Company
Executive Officer
April 2011
7,748
Attendance at Board of April 2013
Managing Executive Officer
Directors Meetings
Senior Managing Executive Officer
April 2015
during fiscal 2017:
Director
June 201515 out of 15 times
Division Director, Building Construction Division (to present)
April 2016
(100%)
Representative Director (to present)
April 2018
Executive Vice President (to present)
Reasons for selection as a candidate for Director
Since joining the Company, Mr. Yoshitaka Mimori has accumulated a wealth of experience from serving important posts in thebuilding construction section, and currently, he is adequately fulfilling his responsibilities as Division Director of Building
Construction Division. Therefore, the Company has judged it appropriate to renominate him as a candidate for Director.
Joined Mitsui Construction Co., Ltd.
April 1974
General Manager, Building Construction Department, Yokohama
January 2002
BranchGeneral Manager, Building Engineering Department
General Manager, Building Construction Department, Yokohama
April 2003
BranchGeneral Manager, Construction Department II, Building
Kunio Hanato
Construction Administration Department, Tokyo Metropolitan(May 6, 1955)
District Housing Construction Business Department of the
4,411
Company[New Candidate]
Executive Officer
October 2012Managing Executive Officer
April 2015
General Manager, Tokyo Building Construction Branch
Senior Managing Executive Officer
April 2017
Executive Vice President (to present),
April 2018
Division Director, Safety & Environment Management
Department (to present)
Reasons for selection as a candidate for Director
Since joining the Company, Mr. Kunio Hanato has accumulated a wealth of experience from serving important posts in thebuilding construction section, and currently, he is adequately fulfilling his responsibilities as Division Director of Safety &Environment Management Department, in addition to having made a major contribution to rebuilding the building construction
section during the period of General Manager of Tokyo Building Construction Branch, which is a main branch. Therefore, theCompany has judged it appropriate to nominate him as a candidate for Director.
Joined Sumitomo Construction Co., Ltd.
April 1979
Shoji Kimijima
General Manager, General Affairs Department, Administration
June 1999(July 29, 1955)
Division
General Manager, General Affairs Department, Global Business
April 2003
Department of the Company[Reappointment]
April 2011
Executive Officer
7,627
Division Director, Secretariat (to present)
Attendance at Board of April 2012Managing Executive Officer
April 2013
Directors Meetings
Division Director, Public Relations Office (to present)
during fiscal 2017:
Division Director, Administration Division (to present)
15 out of 15 times
Director (to present)
June 2013(100%)
Senior Managing Executive Officer (to present)
April 2016
Yoshitaka Mimori(March 12, 1956)

3

Past experience, positions, responsibilities
and significant concurrent positions
April 1979
January 2000

Reasons for selection as a candidate for Director
Since joining the Company, Mr. Shoji Kimijima has accumulated a wealth of experience from serving important posts in thecorporate administration section, and currently, he is adequately fulfilling his responsibilities as Division Director of
Administration Division and Division Director of Secretariat and Public Relations Office. Therefore, the Company has judged it
appropriate to renominate him as a candidate for Director.

-8-

No.

Name
(Date of birth)
Tomohiko Sato
(March 31, 1954)[Reappointment]

6

7

Past experience, positions, responsibilities
and significant concurrent positions
April 1977
February 2002
April 2003

Number ofshares of theCompany held

Joined Mitsui Construction Co., Ltd.
General Manager, Alliance and Integration Strategy Office,Corporate Planning Division
Assistant General Manager, Corporate Planning Department,
Corporate Planning Division of the Company
Executive Officer
Division Director, Corporate Planning Department and AffiliatedBusiness Department (to present)
Director (to present)
Managing Executive Officer
Senior Managing Executive Officer (to present)

April 2012
8,303
Attendance at Board of
Directors Meetings
June 2013
during fiscal 2017:
April 201415 out of 15 times(100%)
April 2016
Reasons for selection as a candidate for Director
Since joining the Company, Mr. Tomohiko Sato has accumulated a wealth of experience from serving important posts in thecorporate administration section, and currently, he is adequately fulfilling his responsibilities as Division Director of Corporate
Planning Department and Affiliated Business Department. Therefore, the Company has judged it appropriate to renominate him asa candidate for Director.
Joined Sumitomo Construction Co., Ltd.
April 1979
Civil Engineering Works Site, Kyusyu Branch of the Company
April 2003
General Manager, Civil Engineering Technical Consulting
April 2007
Hiroshi Mashiko
Department, Civil Engineering Administration Division(March 12, 1956)
General Manager, Tohoku Branch
April 2010
6,590
Executive Officer
April 2012
[New Candidate]
Managing Executive Officer
April 2013
Senior Managing Executive Officer (to present), Division Director,
April 2015
Civil Engineering Division (to present)
Reasons for selection as a candidate for Director
Since joining the Company, Mr. Hiroshi Mashiko has accumulated a wealth of experience from serving important posts in thecivil engineering section, and currently, he is adequately fulfilling his responsibilities as Division Director of Civil Engineering
Division. Therefore, the Company has judged it appropriate to nominate him as a candidate for Director.

-9-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Joined Ministry of Labour
Director, Local Employment Measures Division, Employment
Security Bureau
Director, Women’s Welfare Section, Women’s Bureau
June 1994
Director, Women’s Policy Planning Division, Women’s Bureau
April 1996
Lieutenant Governor, Shizuoka Prefecture
July 1999
Deputy Director-General of the Secretariat, Central Labour
August 2001
Relations Commission
Kumiko Kitai
Ministerial Councilor (in charge of Equal Employment, Children
August 2003
(October 29, 1952)
and Families), Ministry of Health, Labour and Welfare
Director-General, Equal Employment, Children and Families
August2005[Reappointment]
Bureau[Candidate for External
Director-General of the Secretariat, Central Labour Relations
September 2006
Director]
Commission[Candidate for
Retired from Ministry of Health, Labour and Welfare
August 2007
0
Independent Director] August 2007
Senior Managing Director, Japan Industrial Safety and Health
Association
External Audit & Supervisory Board Member, TAKARA
Attendance at Board of June 2011
HOLDINGS INC. (to present)
Directors Meetings
Commissioner, Tokyo Metropolitan Public Safety Commission (toOctober 2012
during fiscal 2017:present)
14 out of 15 times
External Director, KYOWA EXEO CORPORATION (to present)
June 2014(93.3%)
External Director of the Company (to present)
June 2014
Established Kachidoki Law Office
July 2014[Significant concurrent positions]・ Attorney-at-law, Kachidoki Law Office・ External Director, KYOWA EXEO CORPORATION
・ External Audit & Supervisory Board Member, TAKARA HOLDINGS INC.
・ Commissioner, Tokyo Metropolitan Public Safety Commission
1. Reasons and backgrounds for selection as a candidate for External Director
1) Ms. Kumiko Kitai is an External Director as stipulated by Item 7 for Clause 3 of Article 2, of the Ordinance for
Enforcement of the Company Law.
2) Ms. Kumiko Kitai has been selected as a candidate for External Director as the Company wishes to have her continue toexercise her wide range of views and variety of experience from her past management of the Company. Furthermore,during her tenure as External Director, she has been adequately fulfilling her responsibilities as Director of theCompany, and as stated in (4. Matters regarding Corporate Officers (4) Matters regarding External Officers 2) Main
Activities for the Fiscal Year Under Review) of the Business Report for the 15th fiscal year (available in Japanese only),
she is appropriately fulfilling her responsibilities during the fiscal year under review as well. Therefore, the Company
has judged that she will continue to appropriately fulfill the responsibilities of External Director.
2. Independence qualification of candidate for External Director
In view of the fact that no transactions exist between the law office that Ms. Kumiko Kitai operates and the Company, theCompany has judged that she does not have any conflicts of interest with general shareholders and possesses adequate
independence qualification, and has thereby registered her as an Independent Director with the Tokyo Stock Exchange, as
stipulated in Article 436-2 of the Securities Listing Regulations. If she is reelected as Director and appointed External
Director, the Company plans to maintain her registration as an Independent Director.
3. Liability limitation agreements
An agreement to limit liability of Clause 1 of Article 423 of the Company Law has been concluded between Ms. Kumiko
Kitai and the Company, and the ceiling of the indemnity based on fore mentioned agreement shall be the minimum amountstipulated by laws and regulations. If she is reelected as Director and appointed External Director, the Company plans to keep
the above liability limitation agreement.
4. Number of years since the candidate for External Director assumed office as External Director of the Company
The term of retention of Ms. Kumiko Kitai as External Director will be four (4) years at the close of this General Meeting.
April 1976
June 1992

8

Number ofshares of theCompany held

- 10 -

No.

Name(Date of birth)
Sakio Sasamoto
April 1974
(December 24, 1950) December 1999

9

Past experience, positions, responsibilities
and significant concurrent positions
Joined Nippon Kokan Corporation
General Manager, Real Estate Dept.
General Manager, Legal & General Administration Dept.
Executive Assistant, General Administration and Legal Division,
JFE Holdings, Inc.
Vice President, General Manager, General Administration and
Legal Division
Vice President, General Manager, General Administration Dept.
Senior Vice President
Representative Director, President and CEO, JFE LIFE
CORPORATION
Audit & Supervisory Board Member, JFE Holdings, Inc. (retired inJune 2016)
External Director of the Company (to present)

Number ofshares of theCompany held

April 2001
[Reappointment]
April 2003
[Candidate for External
April 2005
Director][Candidate forAugust 2005
0
Independent Director]
April 2008
June 2009
Attendance at Board of
Directors Meetings
June 2012
during fiscal 2017:
June 201615 out of 15 times(100%)
1. Reasons for selection as candidate for External Director
1) Mr. Sakio Sasamoto is an External Director as stipulated by Item 7 for Clause 3 of Article 2, of the Ordinance for
Enforcement of the Company Law.
2) Mr. Sakio Sasamoto has been selected as a candidate for External Director as the Company wishes to have him continue
to exercise his wide range of experience regarding management of the Company. Furthermore, during his tenure as
External Director, he has been adequately fulfilling his responsibilities as Director of the Company, and as stated in (4.
Matters regarding Corporate Officers (4) Matters regarding External Officers 2) Main Activities for the Fiscal Year
Under Review) of the Business Report for the 15th fiscal year (available in Japanese only), he is appropriately fulfilling
his responsibilities during the fiscal year under review as well. Therefore, the Company has judged that he will continue
to appropriately fulfill the responsibilities of External Director.
2. Independence qualification of candidate for External Director
Mr. Sakio Sasamoto has served for many years at JFE Holdings Group, which has business relationships with the Company,
and the amount of business between the Group and said group is less than 1% of annual consolidated net sales of the Groupand said group, on average over the most recent three years. The Company has judged that he does not have any conflicts ofinterest with general shareholders and possesses adequate independence, and has thereby registered him as an Independent
Director with the Tokyo Stock Exchange, as stipulated in Article 436-2 of the Securities Listing Regulations. If he isreelected as Director and appointed External Director, the Company plans to maintain his registration as an Independent
Director.
3. Liability limitation agreements
An agreement to limit liability of Clause 1 of Article 423 of the Company Law has been concluded between Mr. Sakio
Sasamoto and the Company, and the ceiling of the indemnity based on fore mentioned agreement shall be the minimum
amount stipulated by laws and regulations. If he is reelected as Director and appointed External Director, the Company plansto keep the above liability limitation agreement.
4. Number of years since the candidate for External Director assumed office as External Director of the Company
The term of retention of Mr. Sakio Sasamoto as External Director will be two (2) years at the close of this General Meeting.
(Note) There are no special interests between each candidate and the Company.

- 11 -

Proposal 3:

Election of 2 Audit & Supervisory Board Members

The terms of office of Audit & Supervisory Board Members Mr. Muneki Watanabe and Mr. Yuzuru
Nagashima will expire at the conclusion of this Annual General Meeting of Shareholders. Accordingly, theelection of 2 Audit & Supervisory Board Members is proposed.
In addition, this proposal has been determined at the Board of Directors upon consideration of the resultsof deliberations at the Nomination and Compensation Advisory Committee.
The Audit & Supervisory Board has previously given its approval to this proposal.
The candidates are as follows:
No.

Name
(Date of birth)

Michio Harada(November 25, 1958)[New Candidate]1

Past experience, positions
and significant concurrent positions
April 1981
April 2003
July 2004

Joined Sumitomo Construction Co., Ltd.
Intensive Business Support Center, Accounting Department,
Treasury Management Department of the Company
Accounting Team Leader, General Affairs Department, Hokkaido
BranchGeneral Manager, Audit Department
Audit Department (to present)

Number ofshares of theCompany held

2,836

June 2011
April 2018
1. Reasons for selection as a candidate for Audit & Supervisory Board Member
Since joining the Company, Mr. Michio Harada has accumulated a wealth of experience in the business support section andmade a major contribution to strengthening the company's internal control and governance as General Manager of Audit
Department. Therefore, the Company has judged it appropriate to nominate him as a candidate for Audit & Supervisory Board
Member.
2. Liability limitation agreements
To promote superior personnel to serve as Audit & Supervisory Board Member of the Company, the Company defines in its
Articles of Incorporation that it can conclude agreements to limit liability with Audit & Supervisory Board Member for
liability toward the Company. Based on the above, if Mr. Michio Harada is elected and appointed as Audit & Supervisory
Board Member, the Company plans to conclude an agreement to limit liability of Clause 1 of Article 423 of the Company
Law, and the ceiling of the indemnity based on fore mentioned agreement shall be the minimum amount stipulated by laws
and regulations.

- 12 -

Name(Date of birth)

No.

Past experience, positions
and significant concurrent positions
April 1975
October 1989

Yukihiro Hoshi(February 5, 1953)

October 1990
November 1993

[New Candidate]July 1997[Candidate for External
Audit & Supervisory
June 2007
Board Member]
April 2010
[Candidate for
Independent Auditor]
April 2014
June 2014

Joined Sumitomo Metal Mining Co., Ltd.
Manager, Maintenance & Engineering Section, Tochigi Plant,
Siporex Department, Construction Materials Division
Manager, Maintenance & Engineering Section, Yokohama Plant,
Siporex Department, Construction Materials Division
Manager, Production Sect. of Yokohama Plant, Construction
Materials Division
General Manager, Tochigi Plant, Housing & Construction
Materials Division
General Manager of Risk Management Department
Japan Mining Industry Association Managing Director
General Manager, Technology/Environment & Safety Department
General Manager, Safety & Enviromental Control Department
General Manager, Safety & Environment Control Department andCorporate Planning Department(to present; scheduled to retire in June 2018)

1.

2

Number ofshares of theCompany held

0

Reasons, etc. for selection as candidate for External Audit & Supervisory Board Member
1) Mr. Yukihiro Hoshi is a candidate for External Audit & Supervisory Board Member as stipulated by Item 8 for Clause 3of Article 2, of the Ordinance for Enforcement of the Company Law.
2) Mr. Yukihiro Hoshi has been selected as a candidate for External Audit & Supervisory Board Member as the Company
wishes to have him exercise his wealth of experience regarding production, safety, environment, and risk management,
etc. to strengthen the structure of Audit & Supervisory Board Member audits of the Company.
2. Independence qualification of candidate for External Audit & Supervisory Board Member
Mr. Yukihiro Hoshi has served as a business executor at Sumitomo Metal Mining Co., Ltd., which has business relationships
with the Company, and the amount of business between the Group and said group is less than 2% of annual consolidated net
sales of the Group, on average over the most recent three years. The Company has judged that he does not have any conflictsof interest with general shareholders and possesses adequate independence, and if he is elected as Audit & Supervisory Board
Member and is appointed External Audit & Supervisory Board Member, he is going to become an Independent Director as
stipulated in Article 436-2 of the Securities Listing Regulations of Tokyo Stock Exchange.
3. Liability limitation agreements
To retain superior personnel to serve as Audit & Supervisory Board Member of the Company, the Company defines in its
Articles of Incorporation that it can conclude agreements to limit liability with Audit & Supervisory Board Member for
liability toward the Company. Based on the above, if Mr. Yukihiro Hoshi is elected and appointed as Audit & Supervisory
Board Member, the Company plans to conclude an agreement to limit liability of Clause 1 of Article 423 of the Company
Law, and the ceiling of the indemnity based on fore mentioned agreement shall be the minimum amount stipulated by laws
and regulations.
(Note) There are no special interests between each candidate and the Company.

- 13 -

Proposal 4:

Approval of Compensation Plan for Allotting Restricted Stock to Directors (excluding
External Directors)

The amount of compensation and related issues for Directors of the Company was approved at the 85th
Annual General Meeting of Shareholders of the Company (formerly Mitsui Construction Co., Ltd.) held on
June 28, 2001 as within the limit of 25 million yen per month (not including employee portions payable to
Directors who serve concurrently as employees).
In order to have Directors of the Company (excluding External Directors; hereinafter “Eligible
Director(s)”) share the benefits and risks of stock price fluctuations with shareholders and increase theirmotivation towards raising stock price through improving business performance and therefore enhancing
corporate value, the Company proposes the allocation of ordinary shares of the Company subject to theprovision of a certain transfer restriction period and the conditions for self acquisition by the Company
without contribution (hereinafter “Restricted Stock”) to Eligible Directors as follows.
Accordingly, taking into comprehensive account the matters such as the degree of contribution of the
Directors at the Company, apart from the above-mentioned amount of monetary compensation, etc. for
Directors, the Company proposes to set the total amount of monetary compensation claims to be paid ascompensation for Restricted Stock to Eligible Directors within 60 million yen per year. The allotment of
Restricted Stock has been decided by comprehensively taking into consideration various matters such as thedegree of contribution of Eligible Directors at the Company, and the Company believes that its contents areappropriate.
While there are currently nine (9) Directors (of which two (2) are External Directors), there will be nine(9) Directors (of which two (2) will be External Directors) continuously if Proposal 2 is approved.
Specific content and limit of the number of Restricted Stock to be Allotted to Eligible Directors
1. Allotment and payment of Restricted Stock
The Company shall grant monetary compensation claims with respect to compensation in the form ofRestricted Stock within the annual value limits specified above to Eligible Directors based on the resolutionof the Board of Directors of the Company, and each Eligible Director shall, in return, receive the Restricted
Stock that will be allotted by the Company by payment of all monetary compensation claims through amethod of in-kind contribution.
The amount to be paid of Restricted Stock per share shall be decided by the Board of Directors of theCompany concerning the allotment based on the closing price of common stock of the Company on theTokyo Stock Exchange on the business day immediately preceding the date of the resolution by the Boardof Directors of the Company (or the closing price on the transaction day immediately prior thereto if there
is no transaction on such date); providing, however, the decided amount shall not fall inside a range
especially advantageous for Eligible Directors receiving the Restricted Stock.
In addition, the aforementioned monetary compensation claims shall be granted conditional on theagreement of Eligible Directors to the aforementioned in-kind contribution and on the conclusion of the
Restricted Stock allotment agreement including contents specified in 3. below.
2. Total number of Restricted Stock
The maximum total number of Restricted Stock to be allotted to Eligible Directors by the Company ineach fiscal year shall be 150,000 shares.
However, that in the event of a stock split with respect to the Company’s common stock (including theallotment of shares without contribution) or a consolidation of common stock with an effective date on orafter the date of the resolution of this Proposal involving the necessity to make other adjustments to thetotal number of Restricted Stock allotted under such conditions, the total number of Restricted Stock to be
allotted may be reasonably adjusted depending on the ratio of the stock split or the share consolidation, etc.
3. Contents of the Restricted Stock allotment agreement
Upon the allotment of Restricted Stock, the Restricted Stock allotment agreement including the following
contents shall, based on a resolution by the Board of Directors of the Company, be concluded between the
Company and Eligible Directors who are to be allotted the Restricted Stock.
(1) Transfer restriction
Eligible Directors receiving an allotment of Restricted Stock shall not transfer, establish a pledge or
security interests on, make an advancement, leave a bequest, or conduct any other act of disposal
against third parties during a 30 year period (hereinafter the “Transfer Restriction Period”).

- 14 -

(2) Acquisition of Restricted Stock without contribution
If an Eligible Director who received an allotment of Restricted Stock retires from positions of both
Director and Executive Officer of the Company by the day before the day of the first Annual General
Meeting of Shareholders of the Company after the start of the Transfer Restriction Period, all of theallotment of Restricted Stock to the Eligible Director concerned (hereinafter the “Allotted Shares”)
shall automatically be acquired by the Company at no cost except in the case that the Company’s Boardof Directors deems that the reason is valid.
The Company shall automatically acquire all the Allotted Shares without cost, if the transfer
restriction on the Allotted Shares has not been lifted at the expiration of the Transfer Restriction Periodof (1) above based on the terms provided in (3) “Lifting of transfer restrictions” below.
(3) Lifting of transfer restrictions
In the event that the Eligible Director who received an allotment of Restricted Stock has held aposition of Director or Executive Officer of the Company continuously by the day before the day of thefirst Annual General Meeting of Shareholders of the Company after the start of the Transfer Restriction
Period, the transfer restriction on all the Allotted Shares is to be lifted when the Transfer Restriction
Period expires.
However, if the Eligible Director in question retires from both positions of Director and Executive
Officer of the Company before the expiration of the Transfer Restriction Period due to reasons theCompany’s Board of Directors deems valid, the number of Allotted Shares on which transfer restriction
is to be lifted and the time of the lifting of the transfer restriction shall be reasonably adjusted asnecessary.
(4) Treatment during reorganizationIf, during the Transfer Restriction Period, proposals relating to a merger agreement in which theCompany is the dissolving company, a share exchange agreement or share transfer plan in which theCompany becomes a wholly owned subsidiary, or other reorganization are approved at the Company’s
general meeting of shareholders (or in the case where the approval at the Company’s General Meetingof Shareholders is not required, in relation to the reorganization in question, a meeting of theCompany’s Board of Directors), based on the resolution of the Company’s Board of Directors, transfer
restriction on the number of Allotted Shares that is reasonably calculated considering the period fromthe beginning of the Transfer Restriction Period to the date of approval of the reorganization shall be
lifted prior to the date on which the reorganization becomes effective.
In this case, the Company shall automatically acquire the Allotted Shares on which transfer restriction
is not lifted without cost as of the time immediately after the transfer restriction was lifted under theabove provision.
(5) Other matters determined by the Board of Directors
In addition to the above, the method of manifestation of intention and notice in the Restricted Stockallotment agreement, the method of amending the Restricted Stock allotment agreement, and othermatters determined by the Board of Directors shall be the contents of the Restricted Stock allotment
agreement.
(Reference)
On or after the conclusion of this Annual Meeting, the Company plans to allot identical Restricted Stock to
the Restricted Stock mentioned above to the Executive Officers of the Company.
End- 15 -