Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Securities Code 1833)
June 7, 2021
To Shareholders with Voting Rights:
Takanori Okumura
President and Representative Director
OKUMURA CORPORATION
2-2-2, Matsuzaki-cho, Abeno-ku,
Osaka-shi, Osaka

NOTICE OF
THE 84TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
Notice is hereby given that the 84th Annual General Meeting of Shareholders of OKUMURA
CORPORATION (the “Company”) 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 or via the Internet, etc.
Please review the attached Reference Documents for the General Meeting of Shareholders, and exercise yourvoting rights in accordance with the guide below.
1. Date and Time
Tuesday, June 29, 2021 at 10:00 a.m. (Japan time)
2. Place
Head Office of the Company, located at2-2-2, Matsuzaki-cho, Abeno-ku, Osaka-shi, Osaka

3. Meeting Agenda
Matters to be reported:

Proposals to be resolved:

1. The Business Report and the Consolidated Financial Statements for the84th Fiscal Year (April 1, 2020 - March 31, 2021) and results of audits of
the Consolidated Financial Statements by the Accounting Auditor and the
Audit and Supervisory Committee
2. Non-consolidated Financial Statements for the 84th Fiscal Year (April 1,2020 - March 31, 2021)

Proposal 1: Appropriation of Surplus
Proposal 2: Election of Seven (7) Directors (Excluding Directors Who Are
Audit and Supervisory Committee Members)-1-

Guide to Exercising Voting Rights
When Attending the General Meeting of Shareholders
Date and time of the General Meeting of Shareholders
Tuesday, June 29, 2021, at 10:00 a.m. (Japan time)・ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
・ To save electricity, the venue will be moderately air conditioned and the Cool Biz (light clothing) dress code
will be observed at the meeting. Shareholders who attend the meeting are encouraged to wear light clothing.

If You Are Unable to Attend the Meeting◎ Exercising Voting Rights in Writing
Deadline for Exercise
To be received by no later than 5:15 p.m. Monday, June 28, 2021 (Japan time)・ Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form, andreturn it so that it is received by the deadline for exercise. Furthermore, if there is no indication of a vote foror against any proposal, it shall be treated as an indication of consent for the proposal.

◎ Exercising Voting Rights via the Internet, etc.
Deadline for Exercise
Monday, June 28, 2021 at 5:15 p.m. (Japan time)・ Please access the voting rights exercise website, and enter your vote for or against the proposals by following
the guidance onscreen.
Voting rights exercise website: https://www.web54.net
・ Shareholders may use the voting rights exercise website for smartphones (“smart voting”).
Please refer to the next page for details.
●

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

◎ The following items are posted on the Company’s website in accordance with the provisions of laws and regulations as well
as Article 30 of the Company’s Articles of Incorporation, and therefore are not provided in the attached documents to thisNotice.
(1) Notes to Consolidated Financial Statements(2) Notes to Non-consolidated Financial Statements
Furthermore, the above documents constitute part of the Consolidated Financial Statements and Non-consolidated Financial
Statements audited by the Accounting Auditor when preparing the accounting audit report, and also constitute part of theConsolidated Financial Statements and Non-consolidated Financial Statements audited by the Audit and Supervisory
Committee when preparing the audit report.
◎ Should the Reference Documents for the General Meeting of Shareholders, the Business Report, the Non-consolidated
Financial Statements or the Consolidated Financial Statements require revisions, the revised versions will be posted on the
Company’s website.
The Company’s website: http://www.okumuragumi.co.jp-2-

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

Deadline for Exercise: Monday, June 28, 2021 at 5:15 p.m. (Japan time)
Voting rights exercise website: https://www.web54.net
How to exercise voting rights with “smart voting”
By scanning the “smartphone voting website login QR code” printed on the enclosed Voting Rights Exercise
Form, you can access the voting rights exercise website without entering the “voting rights exercise code” and“password.”
You can exercise your voting rights ONLY ONCE with “smart voting.”
To change your vote after exercising your voting rights, it is required to enter the “voting rights exercise code”
and “password.”* Connection fees to providers and telecommunications fees (telephone fees, etc.) to telecommunication carriersarising from using the voting rights exercise website shall be borne by the shareholder.
How to enter the voting rights exercise code and password
Steps to follow when using the voting rights exercise website:
Please access the voting rights exercise website and enter the “voting rights exercise code” printed on theenclosed Voting Rights Exercise Form. After logging in to the website, please enter the “password” and register
your vote for or against the proposals by following the guidance onscreen.

Inquiries concerning theexercise of voting rights via
the Internet

For inquiries concerning the exercise of voting rights via the Internet,
please contact:
Sumitomo Mitsui Trust Bank
Stock Transfer Agency Website, Dedicated Hotline
0120-652-031 [Business hours: 9:00 a.m. – 9:00 p.m. (Japan time)]

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

-3-

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

Appropriation of Surplus

The Company recognizes the distribution of profits as one of the most important managerial issues.
For the fiscal year under review, the Company proposes the year-end dividend and the appropriationof surplus as shown below based on its basic policy to return profits to shareholders in line with a total
return ratio (consolidated) of 50% or more and a payout ratio (consolidated) of 30% or more (regardlessof the Company’s business performance, set a minimum stable dividend of ¥45 per share) incomprehensive consideration of the Company’s financial situation and other factors.
1. Year-end dividend(1) Type of property for dividend
Cash(2) Allotment of property for dividends to shareholders and total amount thereof¥103 per share of the Company’s common stock
Total amount: ¥3,896,129,809
The total annual dividend for the term will be ¥140 per share combined with theinterim dividend of ¥37.
(3) Effective date of distribution of surplus
June 30, 2021
2. Appropriation of surplus(1) Item and amount of surplus that will increase
Retained earnings brought forward(2) Item and amount of surplus that will decrease
General reserve-4-¥9,700,000,000¥9,700,000,000

Proposal 2: Election of Seven (7) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
The term of office of all of the seven (7) current Directors (excluding Directors who are Audit andSupervisory Committee Members; the same applies hereinafter for Proposal 2) will expire at the conclusionof this General Meeting of Shareholders. Accordingly, the election of seven (7) Directors is proposed.
As regards this proposal, the Audit and Supervisory Committee has expressed the opinion that thecandidates are appropriate as Directors of the Company.
The candidates are as follows:

No.

Name

Positions and responsibilities

Attendance at meetings ofthe Board of Directors(number of times attended /number of meetings)
100%(13 times / 13 times)

1

Reelection

Takanori Okumura

2

Reelection

Yuichi Mizuno

3

Reelection

Kenji Kotera

4

Reelection

Atsushi Tanaka

5

Reelection

Toru Osumi

Director and Managing Executive Officer
General Manager of West Japan Branch Office100%(10 times / 10 times)

6

Reelection

Masahiro Kaneshige

Director and Managing Executive Officer
General Manager of East Japan Branch Office100%(10 times / 10 times)

7

New election

Tamotsu Tsuchiya

Managing Executive Officer
General Manager of Building Headquarters—

President and Representative Director
Director and Executive Vice President
General Manager of Marketing & Sales
Headquarters
Director and Managing Executive Officer
General Manager of Civil Engineering
Headquarters
Representative Director and Managing Executive
Officer
General Manager of Administration Headquarters

-5-

100%
(13 times / 13 times)
100%(13 times / 13 times)
100%(13 times / 13 times)

No.

1 Takanori Okumura(March 15, 1962)

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

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

the Company held
467,825 shares● Attendance atmeetings of theBoard of Directors
100% (13/13)

April 2001

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

April 2001
December 2001

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

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

No.

2 Yuichi Mizuno(July 22, 1953)

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

April 1979
March 2004

April 2006
● Number of shares of

the Company held
19,601 shares

April 2007

● Attendance atmeetings of theBoard of Directors
100% (13/13)

October 2008

Joined the Company
General Manager of Civil
Engineering Works
Department, Nagoya
BranchGeneral Manager of Civil
Engineering Works
Department I, Tokyo
Branch Office
General Manager of Civil
Engineering Management
Department, Tokyo
Branch Office
Deputy General Manager
of East Japan Branch
Office (in charge of Civil
Engineering Business)

June 2010
April 2014
April 2014
April 2015
April 2020
April 2020

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

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

-6-

No.

3 Kenji Kotera(March 18, 1956)

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

April 1980
April 2009

● Number of shares ofJune 2013
June 2014

the Company held

Joined the Company
Deputy General Manager
of West Japan Branch
Office (in charge of Civil
Engineering Business)
Executive Officer
Director and Executive
OfficerJune 2016
April 2017
April 2017
June 2017

Executive Officer
Managing Executive Officer
General Manager of Civil
Engineering Headquarters(current position)
Director and Managing
Executive Officer (current
position)

12,978 shares● Attendance atmeetings of theBoard of Directors
100% (13/13)

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

No.

4 Atsushi Tanaka(June 5, 1959)

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

April 1982
April 2004

June 2014● Number of shares of

the Company held
13,351 shares● Attendance atmeetings of theBoard of Directors
100% (13/13)

June 2014

Joined the Company
General Manager ofFinance & Accounting
Department, Administration
Headquarters
Director and Executive
Officer
Deputy General Manager
of Administration
Headquarters and General
Manager of Finance &Accounting Department

April 2017
April 2017

June 2017

Director and Managing
Executive Officer
General Manager of
Administration
Headquarters (current
position)
Representative Director
and Managing Executive
Officer (current position)

Reason for Nomination as a Candidate for Director
Atsushi Tanaka has served in positions including General Manager of Finance & Accounting
Department, Administration Headquarters; Deputy General Manager of Administration
Headquarters; and General Manager of Administration Headquarters, and possesses abundantspecialist knowledge through his experience over many years in administrative departments, inaddition to a deep knowledge of the Company’s operations, and therefore he is nominated as a
candidate.

-7-

No.

5 Toru Osumi(February 3, 1958)

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

April 1981
March 2013

● Number of shares of

the Company held

April 2017

7,271 shares● Attendance atmeetings of theBoard of Directors
100% (10/10)

January 2018

Joined the Company
General Manager of Civil
Engineering Marketing &Sales Management
Department, Kansai
Branch, West Japan
Branch Office
General Manager ofKyushu Branch, WestJapan Branch Office
Executive Officer

April 2020
April 2020
June 2020

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

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

No.

6 Masahiro Kaneshige(March 8, 1966)

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

April 1988
April 2015

● Number of shares of

the Company held
6,168 shares● Attendance atmeetings of theBoard of Directors
100% (10/10)

April 2019
April 2019

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

April 2020
April 2020
June 2020

Managing Executive
Officer
General Manager of East
Japan Branch Office(current position)
Director and Managing
Executive Officer (current
position)

Reason for Nomination as a Candidate for Director
Masahiro Kaneshige has served in positions including General Manager of Building Marketing& Sales Management Department, Tokyo Branch, East Japan Branch Office; General Manager ofTokyo Branch, East Japan Branch Office; and General Manager of East Japan Branch Office, andpossesses abundant specialist knowledge through his experience over many years in civilengineering-related, and marketing- and sales-related departments, in addition to a deep
knowledge of the Company’s operations, and therefore he is nominated as a candidate.

-8-

No.

7 Tamotsu Tsuchiya(February 8, 1959)

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

April 1981
April 2012

April 2018
● Number of shares of

the Company held
5,055 shares
April 2019

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

April 2020
April 2020

April 2021
April 2021

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

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

Notes: 1. There are no special interests between each of the candidates and the Company.
2. The attendance at meetings of the Board of Directors of Toru Osumi and Masahiro Kaneshige is shown only at meetingsof the Board of Directors held after their election as Directors at the 83rd Annual General Meeting of Shareholders heldon June 26, 2020.
3. In order to ensure that directors can fully perform their expected roles, the Company has concluded with an insurancecompany a directors and officers liability insurance contract as stipulated in Article 430-3, Paragraph 1 of the Companies
Act. The contract designates all Directors as the insured and covers damages and litigation expenses incurred by the
insured if the insured is subject to a claim for damages during the insurance period due to an act committed by them.
However, the insurance contract includes a clause concerning a deductible and does not cover any damages up to the
deductible amount. The Company bears the entire premium, including special clauses, and the insured is not responsible
for paying any substantial premium. If Proposal 2 is approved as originally proposed, the said insurance contract will
insure each of the candidates, and the Company will renew the contract continuously.

-9-Reference: Composition of the Board of Directors
If Proposal 2 is approved as originally proposed, the composition of the Company’s Board of Directors will
be as follows:
Position

Name

Responsibilities

President andRepresentative Director

Takanori Okumura

Director

Yuichi Mizuno

Executive Vice President
General Manager of Marketing& Sales Headquarters

Director

Kenji Kotera

Managing Executive Officer
General Manager of Civil
Engineering Headquarters

Representative Director

Atsushi Tanaka

Managing Executive Officer
General Manager of
Administration Headquarters

Director

Toru Osumi

Managing Executive Officer
General Manager of West Japan
Branch OfficeDirector

Masahiro Kaneshige

Managing Executive Officer
General Manager of East Japan
Branch OfficeDirector

Tamotsu Tsuchiya

Managing Executive Officer
General Manager of Building
Headquarters

Significant concurrent positions
Chairman of National General
Contractors Association of Japan

Attorney-at-law (Representative ofKodera Law Office)Outside Director of Samty Co.,Ltd.

Outside Director(Audit and Supervisory
Committee Member)

Tetsuo Kodera

Director(Full-time Audit andSupervisory Committee
Member)Harumitsu Yoshimura

Outside Director(Audit and Supervisory
Committee Member)

Hiroyo Yashiro

Attorney-at-law (Iino Yashiro Law
Office)Outside Director(Audit and Supervisory
Committee Member)

Hideshi Nio

Certified public tax accountant(Representative of Nio Tax
Accountant Office)Outside Director(Audit and Supervisory
Committee Member)

Kenji Nishihara

Certified public accountant(Representative of Nishihara CPA
Office)- 10 -