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, 2022
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 85TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
Notice is hereby given that the 85th 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
Wednesday, June 29, 2022 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 the85th Fiscal Year (April 1, 2021 - March 31, 2022) 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 85th Fiscal Year (April 1,
2021 - March 31, 2022)

Proposal 1: Appropriation of Surplus
Proposal 2: Partial Amendments to the Articles of Incorporation
Proposal 3: Election of Eight (8) Directors (Excluding Directors Who Are
Audit and Supervisory Committee Members)
Proposal 4: Election of Five (5) Directors Who Are Audit and Supervisory
Committee Members
Proposal 5: Determination of Compensation for Granting Restricted Stock to
Directors-1-

Guide to Exercising Voting Rights
When Attending the General Meeting of Shareholders
Date and time of the General Meeting of Shareholders
Wednesday, June 29, 2022, 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. Tuesday, June 28, 2022 (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
Tuesday, June 28, 2022 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: https://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: Tuesday, June 28, 2022 at 5:15 p.m. (Japan time)
The voting rights exercise website: https://www.web54.net
How to exercise voting rights with “smart voting”
By scanning the “smartphone voting website login QR code” printed on the enclosed Voting Rights Exercise
Form, you can access the voting rights exercise website without entering the “voting rights exercise code” and“password.”
You can exercise your voting rights ONLY ONCE with “smart voting.”
To change your vote after exercising your voting rights, it is required to enter the “voting rights exercise code”
and “password.”* Connection fees to providers and telecommunications fees, etc. to telecommunication carriers arising fromusing the voting rights exercise website shall be borne by the shareholder.
How to enter the voting rights exercise code and password
Steps to follow when using the voting rights exercise website:
Please access the voting rights exercise website and enter the “voting rights exercise code” printed on theenclosed Voting Rights Exercise Form. After logging into the website, please enter the “password” and register
your vote for or against the proposals by following the guidance onscreen.

Inquiries concerning theexercise of voting rights via
the Internet

For inquiries concerning the exercise of voting rights via the Internet,
please contact:
Sumitomo Mitsui Trust Bank
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¥107 per share of the Company’s common stock
Total amount: ¥3,934,685,106
The total annual dividend for the term will be ¥172 per share combined with theinterim dividend of ¥65.
(3) Effective date of distribution of surplus
June 30, 2022
2. Appropriation of surplus(1) Item and amount of surplus that will increase
General reserve(2) Item and amount of surplus that will decrease
Retained earnings brought forward-4-¥6,400,000,000¥6,400,000,000

Proposal 2: Partial Amendments to the Articles of Incorporation
1. Reasons for the amendments
As the amendment stipulated in the proviso of Article 1 of the Supplementary Provision of the “ActPartially Amending the Companies Act” (Act No. 70 of 2019) will come into effect on September 1,
2022, the Company proposes to amend its Articles of Incorporation as follows in order to prepare
for the introduction of the electric provision system of materials for the General Meeting of
Shareholders.
(1) Proposed amendment to Article 30 of the Articles of Incorporation is to stipulate that theCompany will take measures to provide information that is the contents of reference documents
for the General Meeting of Shareholders, etc. electronically, and to establish provisions to limit
the scope of matters to be included in the documents to be delivered to shareholders who haverequested for delivery of such documents.
(2) The provision regarding disclosure via the Internet and deemed provision of reference documents,
for the General Meeting of Shareholders, etc. (Article 30 of the current Articles of Incorporation)
shall be deleted as it is no longer necessary.
(3) In accordance with the establishment and deletion of the above, supplementary provisions
regarding the effective date, etc. are to be added.
2. Details of the amendments
The details of the amendments are as follows.

(Proposed amendments are underlined.)
Current

Proposed amendment

Chapter V. General Meeting of Shareholders

Chapter V. General Meeting of Shareholders

Article 30.

The Company shall be deemed to haveprovided the shareholders with theinformation with respect to the mattersrequired when convening the general
meeting of shareholders to be stated orpresented in the Reference Documents
for the General Meeting of
Shareholders, the Business Report, theNon-consolidated Financial Statements,
and the Consolidated Financial
Statements, by disclosing suchinformation via the Internet inaccordance with the Ordinance of the
Ministry of Justice.
(Newly established)(Deleted)

Article 30. The Company shall take measures toelectronically provide information thatis the contents of the reference
documents for the general meeting ofshareholders, etc. when convening ageneral meeting of shareholders,
The Company may not include all orpart of the matters for which it
electronically provide information asprovided for in the Ministry of JusticeOrdinance in the document to bedelivered to shareholders who haverequested delivery of the document by
the record date for voting rights.
-5-Current

Proposed amendment(Newly established)

Supplementary Provisions
Article 1.
The deletion of Article 30 of the Articles
of Incorporation before amendment andthe establishment of Article 30 of the
Articles of Incorporation after
amendment shall become effective as ofthe date of enforcement of the amended
provisions stipulated in the proviso of
Article 1 of the Supplementary
Provisions of the Act Partially
Amending the Companies Act (Act No.
70 of 2019) (hereinafter referred to as
the “Effective Date”).
Article 2.
Notwithstanding the provisions of thepreceding Article, Article 30 of the
Articles of Incorporation before theamendment shall remain in force withrespect to General Meetings ofShareholders to be held on a date withinsix (6) months from the Effective Date.
Article 3.
These Supplementary Provisions shallbe deleted after six (6) months from the
Effective Date or three (3) months fromthe date of the General Meeting of
Shareholders as described in thepreceding Article, whichever is later.

-6-

Proposal 3: Election of Eight (8) Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)
The term of office of all of the seven (7) current Directors (excluding Directors who are Audit andSupervisory Committee Members; the same applies hereinafter for Proposal 3) will expire at the conclusionof this General Meeting of Shareholders. Therefore, the election of eight (8) Directors is proposed, including
one (1) additional Outside Director, in order to strengthen the management oversight function and further
enhance corporate governance.
As regards this proposal, the Audit and Supervisory Committee has expressed the opinion that thecandidates are appropriate as Directors of the Company.
The candidates are as follows:
No.

Name

Positions and responsibilities

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

1

Takanori Okumura

Reelection

President and Representative Director

100%(15 times / 15 times)

2

Yuichi Mizuno

Reelection

Director and Executive Vice President
General Manager of Marketing & Sales Headquarters

100%(15 times / 15 times)

3

Kenji Kotera

Reelection

Director and Senior Managing Executive Officer
General Manager of Civil Engineering Headquarters

100%(15 times / 15 times)

4

Atsushi Tanaka

Reelection

Representative Director and Senior Managing
Executive Officer
General Manager of Administration Headquarters

100%(15 times / 15 times)

5

Toru Osumi

Reelection

Director and Managing Executive Officer
General Manager of West Japan Branch Office100%(15 times / 15 times)

6

Masahiro Kaneshige

Reelection

Director and Managing Executive Officer
General Manager of East Japan Branch Office100%(15 times / 15 times)

7

Tamotsu Tsuchiya

Reelection

Director and Managing Executive Officer
General Manager of Building Headquarters

100%(12 times / 12 times)

Rieko Ueda

New election
OutsideIndependent
Female8——Notes: The attendance at meetings of the Board of Directors of Tamotsu Tsuchiya is shown only at meetings of the Board of Directors
held after his election as Director at the 84th Annual General Meeting of Shareholders held on June 29, 2021.

-7-

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
471,697 shares● Attendance atmeetings of theBoard of Directors
100% (15/15)

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 >Chair of National General Contractors
Association of Japan

Reason for Nomination as a Candidate for Director
Takanori Okumura has demonstrated strong leadership at the forefront of management as
President and Representative Director, and has 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
22,186 shares

April 2007

● Attendance atmeetings of theBoard of Directors
100% (15/15)

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.

-8-

No.

3 Kenji Kotera(March 18, 1956)

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

April 1980
April 2009

● Number of shares of

the Company held
14,746 shares● Attendance atmeetings of theBoard of Directors
100% (15/15)

June 2013
June 2014
June 2016

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

April 2017
April 2017
June 2017
April 2022

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

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
15,569 shares● Attendance atmeetings of theBoard of Directors
100% (15/15)

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
April 2022

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

-9-

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

8,603 shares● Attendance atmeetings of theBoard of Directors
100% (15/15)

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
7,331 shares● Attendance atmeetings of theBoard of Directors
100% (15/15)

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.

- 10 -

No.

7 Tamotsu Tsuchiya(February 8, 1959)

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

April 1981
April 2012

April 2018
● Number of shares of

the Company held
6,308 shares● Attendance atApril 2019

meetings of theBoard of Directors
100% (12/12)

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
June 2021

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

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

No.

8 Rieko Ueda

(December 18, 1961)

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

April 1984
August 2001
● Number of shares of

the Company held
600 shares

April 2016

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

May 2020

Managing Director of
Kansai Association of
Corporate Executives(current position)

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

- 11 -

Notes: 1. There are no special interests between each of the candidates and the Company.
2. Rieko Ueda is scheduled to be appointed as an Outside Director of Torishima Pump Mfg. Co., Ltd. effective June 28,
2022.
3. Rieko Ueda is a candidate for Outside Director.
She is also a candidate for Independent Director as set forth in the rules of the Tokyo Stock Exchange.
4. If the election of Rieko Ueda is approved, the Company plans to conclude a liability limitation contract with her toensure that a non-executive director can fully perform his or her expected roles.
A summary of that agreement is as follows: In the event that a non-executive director is deemed to be liable for damages due to negligence of duties, the limit ofsaid liability shall be the minimum liability amount set forth in Article 425, Paragraph 1 of the Companies Act
 The above limitation of liability shall only apply when the duties that gave rise to said liability were performed ingood faith and without gross negligence.
5. In order to ensure that directors can fully perform their expected roles, the Company has concluded with an insurancecompany a directors and officers liability insurance contract as stipulated in Article 430-3, Paragraph 1 of theCompanies Act. The contract designates all Directors as the insured and covers damages and litigation expenses
incurred by the insured if the insured is subject to a claim for damages during the insurance period due to an act
committed by them. However, the insurance contract includes a clause concerning a deductible and does not cover any
damages up to the deductible amount. The Company bears the entire premium, including special clauses, and theinsured is not responsible for paying any substantial premium. If Proposal 3 is approved as originally proposed, thesaid insurance contract will insure each of the candidates, and the Company will renew the contract continuously.

- 12 -

Proposal 4: Election of Five (5) Directors Who Are Audit and Supervisory Committee Members
The term of office of all of the five (5) current Directors who are Audit and Supervisory Committee
Members will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the election offive (5) Directors who are Audit and Supervisory Committee Members is proposed.
As regards this proposal, the consent of the Audit and Supervisory Committee has been obtained.
The candidates are as follows:

No.

Name

Positions and responsibilities

1

Tetsuo Kodera

Reelection
OutsideIndependent

Director (Audit and Supervisory Committee
Member)2

Kazutoshi Abe

New election

General Manager in charge of Internal Control

3

Hiroyo Yashiro

Reelection
OutsideIndependent
FemaleDirector (Audit and Supervisory Committee
Member)4

Kenji Nishihara

Reelection
OutsideIndependent

Director (Audit and Supervisory Committee
Member)

Eiji Maeda

New election
OutsideIndependent

5—- 13 -

Attendance at meetings of theBoard of Directors and the Audit
and Supervisory Committee(number of times attended /number of meetings)
Board of Directors
100%(15 times / 15 times)
Audit and Supervisory
Committee
100%(14 times / 14 times)—
Board of Directors
100%(15 times / 15 times)
Audit and Supervisory
Committee
100%(14 times / 14 times)
Board of Directors
100%(15 times / 15 times)
Audit and Supervisory
Committee
100%(14 times / 14 times)
—

No.

1

Tetsuo Kodera(March 21, 1953)

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

April 1984
July 2013
September 2015
● Number of shares of

the Company held

November 2015

Became prosecutor
Chief Prosecutor of
Sapporo District Public
Prosecutor’s Office
Registered as attorney-atlaw
Established Kodera Law
Office (current position)

February 2016
June 2018

February 2019

600 shares● Attendance atmeetings of theBoard of Directors
100% (15/15)● Attendance atmeetings of the
Audit andSupervisory
Committee
100% (14/14)

Outside Corporate Auditorof Samty Co., Ltd.
Outside Director (Audit
and Supervisory
Committee Member) of
the Company (current
position)
Outside Director of Samty
Co., Ltd. (current
position)

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

No.

2 Kazutoshi Abe(November 2, 1958)

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

April 1981
April 2017
July 2019

Joined the Company
General Manager of Audit
OfficeGeneral Manager incharge of Internal Control● Number of shares ofApril 2021

July 2021

General Manager of Audit
Office and General
Manager in charge ofInternal Control
General Manager incharge of Internal Control(current position)

the Company held
10,582 shares

Reason for Nomination as a Candidate for Director
Kazutoshi Abe possesses considerable insight regarding finance and accounting through his
experience over many years in accounting-related departments, in addition to a deep knowledgeof the Company’s operations, and therefore he is nominated as a candidate.

- 14 -

No.

3 Hiroyo Yashiro(April 10, 1954)

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

April 1984
April 2001
● Number of shares of

the Company held
600 shares● Attendance atmeetings of theBoard of Directors
100% (15/15)● Attendance atmeetings of the
Audit andSupervisory
Committee
100% (14/14)

Registered as attorney-atlaw
Joined Iino Yashiro Law
Office (current position)

June 2016

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

Reason for Nomination as a Candidate for Outside Director and Summary of Expected
Roles
Hiroyo Yashiro has been engaged in corporate legal practice as an attorney-at-law andpossesses excellent expertise on law and deep insight into management, which is judged to bebeneficial to ensuring the legality of the business execution and the adequacy of management
decisions of the Company, and therefore she is nominated as a candidate.
After her appointment, we expect that she will provide advice, etc. mainly from her
professional perspective as an attorney-at-law and fulfill her management supervision function
from an independent and objective standpoint as a member of the Nomination andCompensation Committee, a voluntary advisory body to the Board of Directors.
She has no experience of being involved in the management of a company in any way otherthan being an outside director or outside corporate auditor, but for the reasons stated above, we
believe that she will be able to appropriately perform her duties as an Outside Director who is amember of the Audit and Supervisory Committee.

No.

4Kenji Nishihara(July 19, 1956)

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

March 1985
August 1998

● Number of shares ofRegistered as certified
public accountant
Representative Partner ofCentury Audit Corporation(currently Ernst & Young
ShinNihon LLC)

the Company held
600 shares● Attendance atmeetings of theBoard of Directors
100% (15/15)● Attendance atmeetings of the
Audit andSupervisory
Committee
100% (14/14)

July 2019
June 2020

Established Nishihara
CPA Office (current
position)
Outside Director (Audit andSupervisory Committee
Member) of the Company(current position)

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

- 15 -

No.

5

Eiji Maeda(August 24, 1961)

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

April 1985
May 2016
June 2020

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

June 2020

President andRepresentative Director of
Chiba-Bank ResearchInstitute,Ltd. (current
position)● Number of shares of

the Company held
600 shares

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

- 16 -

Notes: 1. There are no special interests between each of the candidates and the Company.
2. Kenji Nishihara is scheduled to be appointed as an Outside Director (Audit and Supervisory Committee Member) of
SHINYEI KAISHA effective June 28, 2022.
3. Tetsuo Kodera, Hiroyo Yashiro, Kenji Nishihara and Eiji Maeda are candidates for Outside Director.
4. Tetsuo Kodera, Hiroyo Yashiro and Kenji Nishihara are Independent Directors as set forth in the rules of the Tokyo
Stock Exchange and have been filed accordingly.
Eiji Maeda is a candidate for Independent Director as set forth in the rules of the Tokyo Stock Exchange.
5. Tetsuo Kodera will have served as an Outside Director who is an Audit and Supervisory Committee Member for four(4) years at the conclusion of this General Meeting of Shareholders.
Hiroyo Yashiro will have served as an Outside Director who is an Audit and Supervisory Committee Member for six(6) years at the conclusion of this General Meeting of Shareholders.
Kenji Nishihara will have served as an Outside Director who is an Audit and Supervisory Committee Member for two(2) years at the conclusion of this General Meeting of Shareholders.
6. If the election of each candidate is approved, the Company plans to conclude a liability limitation contract with eachcandidate to ensure that a non-executive director can fully perform his or her expected roles.
A summary of that agreement is as follows: In the event that a non-executive director is deemed to be liable for damages due to negligence of duties, the limit ofsaid liability shall be the minimum liability amount set forth in Article 425, Paragraph 1 of the Companies Act
 The above limitation of liability shall only apply when the duties that gave rise to said liability were performed ingood faith and without gross negligence.
The Company is under the same contract for limitation of liability with Tetsuo Kodera, Hiroyo Yashiro and Kenji
Nishihara.
7. In order to ensure that directors can fully perform their expected roles, the Company has concluded with an insurancecompany a directors and officers liability insurance contract as stipulated in Article 430-3, Paragraph 1 of theCompanies Act. The contract designates all Directors as the insured and covers damages and litigation expenses
incurred by the insured if the insured is subject to a claim for damages during the insurance period due to an act
committed by them. However, the insurance contract includes a clause concerning a deductible and does not cover any
damages up to the deductible amount. The Company bears the entire premium, including special clauses, and theinsured is not responsible for paying any substantial premium. If Proposal 4 is approved as originally proposed, thesaid insurance contract will insure each of the candidates, and the Company will renew the contract continuously.

- 17 -

Reference:

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

If Proposal 3 and 4 are approved as originally proposed, the composition of the Company’s Board of
Directors and the expertise and experience of each Director will be as follows:
Position and Responsibilities

Name
Takanori Okumura

President and Representative Director

Yuichi Mizuno

Director and Executive Vice President
General Manager of Marketing & Sales
Headquarters

Kenji Kotera

Director and Senior Managing Executive Officer
General Manager of Civil Engineering
Headquarters
Representative Director and Senior Managing
Executive Officer
General Manager of Administration Headquarters
Director and Managing Executive Officer
General Manager of West Japan Branch OfficeDirector and Managing Executive Officer
General Manager of East Japan Branch OfficeDirector and Managing Executive Officer
General Manager of Building Headquarters

Atsushi Tanaka
Toru Osumi
Masahiro Kaneshige
Tamotsu Tsuchiya
Rieko Ueda

OutsideIndependent

Tetsuo Kodera

OutsideIndependent

Hiroyo Yashiro

OutsideIndependent

Kenji Nishihara

OutsideIndependent

Eiji Maeda

OutsideIndependent

FemaleDirectorFemaleDirector (Audit and Supervisory Committee
Member)Director (Full-time Audit and Supervisory
Committee Member)
Director (Audit and Supervisory Committee
Member)Director (Audit and Supervisory Committee
Member)Director (Audit and Supervisory Committee
Member)Kazutoshi Abe

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

- 18 -

Corporate
management

●
●
●
●
●
●
●
●

Finance/
Accounting●

Sales/
MarketingConstruction
technology

●
●

●
●
●

Overseasbusiness●●●

Nomination
andCompensation
Committee

ESG/SDGs
Promotion
Committee

●

○

◎

●

○

●

○

●
●

●

●
●

Personnel
affairs/
Diversity

●

●
●
●

●

●

Legal/Riskmanagement/
Compliance

●
●
●
●

◎

●
●

●

- 19 -

○
○
○

○
○
○
○
○
○

Our Approach to the Composition of the Board of Directors
As the Company looks ahead to the achievement of the “Vision toward 2030” formulated in April
2019, it is promoting the Medium-Term Business Plan (FY2019–FY2021) with the basic policies ofbusiness strategy, namely to “increase corporate value,” “expand business domains,” and “utilize
human resources.” Based on this business strategy, the Company identifies the main skills, etc. that theBoard of Directors should have, and endeavors to ensure the appropriate composition of the Board of
Directors as a whole, taking into consideration the balance and diversity of its knowledge, experience,
and abilities.
In addition, the Company has appointed Executive Officers to head the following headquarters: inorder to “increase corporate value,” the ICT Management Center, which is responsible for improving
productivity through the use of ICT, and the Technology Headquarters, which is responsible for
improving technological superiority by promoting technological development; in order to “expand
business domains,” the Investment Development Headquarters, which is responsible for strengthening
real estate business and promoting new businesses; and in order to “utilize human resources,” theSafety, Quality & Environment Headquarters, which is responsible for quality and environmental
management, as well as safety management, a key prerequisite for achieving the goal. Those Executive
Officers share information on the status of promotion in their respective fields at meetings of the Boardof Directors, thereby enhancing the effectiveness of the Board.
Furthermore, the Company has established the Nomination and Compensation Committee, chaired byan independent outside director and composed of a majority of independent outside directors, toimprove objectivity and transparency in the process of determining director nominations,compensation, etc. Candidates for directors are deliberated by the Nomination and Compensation
Committee in consultation with the Board of Directors and are determined by resolution of the Boardof Directors based on the Committee’s report. Moreover, the ESG/SDGs Promotion Committee, which
includes seven executive directors as members, has been established to address issues related tosustainability through business activities.

- 20 -

Proposal 5: Determination of Compensation for Granting Restricted Stock to Directors

The amount of compensation payable to the Directors of the Company (excluding Directors who are Audit
and Supervisory Committee Members) has been set at a maximum total of 300 million yen per year since the79th Annual General Meeting of Shareholders held on June 29, 2016.
This proposal is made with the aim of providing the Directors of the Company (excluding Directors who
are Audit and Supervisory Committee Members and Outside Directors) (the “Eligible Directors”) withincentives to achieve sustainable improvement in corporate value and further sharing of value between the
Eligible Directors and shareholders. The Company requests approval for the payment of a new compensation
for granting restricted stock to the Eligible Directors separately from the above compensation limit.
The Company proposes to set the total amount of monetary compensation payable to the Eligible Directors
in accordance with this proposal for the grant of restricted stock at a maximum of 60 million yen per year,
which is considered reasonable in light of the above purpose.
In addition, the Eligible Directors shall provide all the monetary compensation claims arising from this
proposal as property contributed in kind and shall receive issuance or disposal of common stock of theCompany in accordance with the resolution of the Board of Directors. The total amount of shares of common
stock of the Company to be issued or disposed of as a result thereof shall be a maximum of 25,000 shares per
year (provided, however, that in the event of a stock split of common stock of the Company (including a gratis
allotment of common stock of the Company) or a share consolidation of common stock of the Company after
the date of resolution of this proposal, such split or consolidation ratio shall be adjusted according to such split
or consolidation ratio, etc.) The amount payable per share shall be the closing price of common stock of theCompany at the Tokyo Stock Exchange on the business day immediately preceding the date of resolution of
the Board of Directors regarding the allotment (or the closing price on the immediately preceding trading day
if there is no trading on that day). The specific timing of payment and allocation to each Eligible Director shallbe determined by a resolution of the Board of Directors.
The purpose of introducing this system is as described above. In addition, at the Board of Directors meeting
held on May 13, 2022, the Company resolved to change the policy for determining the details of individualcompensation, etc. for Directors (excluding Directors who are Audit and Supervisory Committee Members)
described on pages 36 to 37 of the Business Report to the details described on page 23 on the premise of theapproval of this proposal. This proposal is necessary and reasonable for the payment of compensation, etc. inline with the policy after the change. Based on the above, the Company judges that the contents of this proposal
are reasonable.
If Proposal 3 “Election of Eight (8) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)” is approved as proposed, the number of Eligible Directors will be seven (7) out of eight(8) Directors (excluding Directors who are Audit and Supervisory Committee Members), excluding one (1)Outside Director.
With respect to the issuance or disposition of the common stock of the Company, the Company and the
Eligible Directors shall enter into a restricted share allotment agreement (the “Allotment Agreement”), which
includes the following details.
(1) Transfer restriction period
The Eligible Directors shall not transfer, grant a security interest in, or otherwise dispose of the common
stock of the Company allotted under the Allotment Agreement (the “Allotted Stock”) during the period
from the day on which they are allotted under the Allotment Agreement to the day on which they retire(“Retirement” means that they cease to be a Director, Executive Officer, or any other position stipulated by
the Company; hereinafter the same shall apply in this proposal unless otherwise specified) (the “Transfer
Restriction Period”).
(2) Removal of transfer restrictions
The Company shall, in principle, remove the transfer restriction on all of the Allotted Stock (provided,
however, that if the Company acquires all or part of the Allotted Stock without compensation pursuant to(3) (i) below, the remaining portion after the acquisition without compensation) upon the expiration of theTransfer Restriction Period, on the condition that the Eligible Director retires for a reason deemed justifiableby the Board of Directors.
(3) Gratis acquisition of the Allotted Stock(i) In the event that an Eligible Director retires from the office of Director during the period of execution- 21 -

of duties that are subject to the compensation related to the Allotted Stock (“Retirement” in (3) (i)refers to retirement from the office of Director or Executive Officer of the Company), the Company
shall acquire the Allotted Stock without consideration in the number corresponding to the remaining
term of office of the Eligible Director. In addition, the Company shall acquire all or part of the Allotted
Stock without consideration in the event of certain events stipulated in the Allotment Agreement
during the Transfer Restriction Period, such as the occurrence of illegal acts.
(ii) The Company shall acquire the Allotted Stock for which the transfer restriction has not been removed
in accordance with the provisions of (2) above at the time of expiration of the Transfer Restriction
Period without compensation immediately thereafter.
(4) Handling in organizational restructuring, etc.
Notwithstanding the provisions of (1) above, if, during the Transfer Restriction Period, a General Meetingof Shareholders (or the Board of Directors if approval by a General Meeting of Shareholders is not required
for such organizational restructuring) approves a merger agreement under which the Company will bedissolved, a share exchange agreement under which the Company will become a wholly-owned subsidiaryof the Company, a share transfer plan, or any other matters related to organizational restructuring, etc., theCompany shall remove the transfer restriction on the Allotted Stock in the number reasonably determinedbased on the period from the commencement date of the Transfer Restriction Period to the effective date ofsuch organizational restructuring, etc. prior to the effective date of such organizational restructuring, etc. In
this case, the Company shall naturally acquire the Allotted Stock for which the transfer restriction has notbeen removed immediately after the removal of the transfer restriction without consideration.
(5) Other matters to be determined by the Board of Directors
In addition to the above, the Allotment Agreement shall include the method of manifestation of intention
and notification under the Allotment Agreement, the method of revising the Allotment Agreement, andother matters to be determined by the Board of Directors.
The stock allocated to the Eligible Directors under this plan will be managed in a dedicated accountopened by the Eligible Directors at a securities company designated by the Company during the RestrictedTransfer Period so that the Eligible Directors will not be able to transfer, grant a security interest in, orotherwise dispose of the stock during the Restricted Transfer Period.
(Reference)
If this proposal is approved as originally proposed at this Annual General Meeting of Shareholders, theCompany plans to introduce a similar restricted share compensation plan for Executive Officers of theCompany.
If this proposal is approved as originally proposed, the “policy for the determination of the content ofcompensation, etc. of Directors” described on pages 36 to 37 of the Business Report shall be changed to thedetails described on the next page.
The Nomination and Compensation Committee (which is chaired by an Independent Outside Director,
with a majority of its members being Independent Outside Directors), which mainly consists of Independent
Outside Directors, deliberates the policy upon consultation with the Board of Directors. The policy is thendetermined by a resolution of the Board of Directors after receiving a report from the Committee.

- 22 -

Revised Policy
The compensation for Directors (excluding Directors who are Audit and Supervisory Committee
Members and Outside Directors) shall consist of fixed compensation and performance-linked
compensation (bonuses) as monetary compensation and stock-based compensation as non-monetarycompensation, with the basic policy of maintaining an appropriate level based on their responsibilities,
etc., providing incentives to achieve sustainable improvements in business performance and corporate
value, and contributing to value sharing with shareholders.
Outside Directors (excluding Directors who are Audit and Supervisory Committee Members) shallreceive only fixed compensation, given that they fulfill management supervision functions from an
independent standpoint and that their duties are not directly linked to business performance.
In addition, the process of determining compensation shall be objective and transparent.
Among compensation for individual Directors (excluding Directors who are Audit and Supervisory
Committee Members), fixed compensation shall be paid monthly based on a compensation tableestablished for each position and role according to their responsibilities and roles, and the amount to be
paid shall be determined based on the table.
Among compensation for individual Directors (excluding Directors who are Audit and Supervisory
Committee Members and Outside Directors), performance-linked compensation shall be paid in July ofeach year based on the regulations that stipulate calculation criteria and other matters after determining
the amount to be paid in accordance with the actual amount of consolidated operating profit, which is themost important indicator of the performance for the fiscal year, if certain conditions for payment are met.
Among compensation for individual Directors (excluding Directors who are Audit and Supervisory
Committee Members and Outside Directors), restricted stock shall be paid as non-monetarycompensation. The Company shall establish regulations that stipulate the handling of such stock andmonetary compensation claims to be contributed for the payment of such stock. The Company shalldetermine the number of shares to be allotted by a resolution of the Board of Directors based on the baseamount according to the position and allot them on a date determined by the resolution of the Board of
Directors.
The ratio of fixed compensation, performance-linked compensation, and non-monetary compensation
shall be set to be approximately 63%, 25%, and 12% if the target performance index is achieved.
The details of compensation for individual Directors (excluding Directors who are Audit andSupervisory Committee Members) shall be deliberated by the Nomination and Compensation Committee
in response to the consultation of the Board of Directors and determined by a resolution of the Board of
Directors based on its report.

- 23 -

Appendix

Business Report(April 1, 2021–March 31, 2022)

1. Status of the Corporate Group(1) Business Progress and Results
During the fiscal year ending on March 31, 2022 (the “fiscal year under review”), the Japanese
economy stayed unstable amid the COVID-19 pandemic, where new variant strains spread while
vaccination progressed. At the same time, the worsening situation in Ukraine and other factors haveincreased economic uncertainty. Under these circumstances, the construction industry faced achallenging business environment with intensifying competition for orders and rising prices of steel
and other materials, although construction investment remained relatively stable, supported by thegovernment’s various policies.
At the Group, net sales increased by 9.9% year on year to ¥242,458 million due to an increase in
the building business and other factors. Gross profit increased by 1.1% year on year to ¥31,837 million
primarily due to an increase in net sales. Operating profit decreased by 1.8% year on year to ¥12,647
million due to an increase in selling, general and administrative expenses. Ordinary profit decreased by
5.2% year on year to ¥14,012 million but profit attributable to owners of parent increased by 21.9% year
on year to ¥12,541 million, mainly due to an increase in gain on sale of investment securities.
Orders received, net sales, and balance carried forward by business segment(Millions of yen)Classification

Balancebrought
forwardOrdersreceived forthe fiscal year
under review

Net sales forthe fiscal year
under review

Balancecarriedforward196,838
96,93793,306200,468
164,226
126,765
136,600
154,390
Construction
Total
361,064
223,702229,907354,859
Real Estate, etc.
–
–
7,322
–
Total
361,064
223,702237,230
354,859
Note: The Accounting Standard for Revenue Recognition (ASBJ Statement No. 29 issued on March 31,2020) has been applied from the beginning of the fiscal year under review. As a result, the balance
brought forward of FY2021 was ¥2,949 million less than the balance carried forward of FY2020.
Civil Engineering
Building(2) Capital Investments
Capital investments during the fiscal year under review came to ¥7,371 million. They were primarily
related to biomass power generation equipment of consolidated subsidiaries, ISHIKARI BIO ENERGYGODO KAISHA and HIRATA BIO ENERGY GODO KAISHA.
(3) Financing
The Group has concluded commitment line agreements totaling ¥8.0 billion with three banks for
efficient financing of working capital. As of the end of the fiscal year under review, there was nooutstanding balance under these agreements.

- 24 -

(4) Issues to Be Addressed
1) Outlook for the business environment
The Japanese economy is expected to gradually recover, supported by the government’s policies
and other measures, despite some fluctuations due to the impact of COVID-19. However, thesituation remains unpredictable, considering the uncertainties pertaining to the situation of
COVID-19 and geopolitical risks. Construction investment may remain firm in the constructionindustry, particularly in the public sector. However, the business environment could become evenmore challenging amid concerns about further increases in construction costs.
2) Medium-Term Business Plan (FY2022–FY2024)
During accelerating changes in the business environment and diversification of social needs, theGroup will contribute to the sustainable development of society by continuing its business over thelong term. The Group has formulated the Medium-Term Business Plan (FY2022–FY2024) as thesecond step to achieve the “Vision toward 2030.” In this plan, we will continue to follow the basic
policies of the business strategy set forth in the previous Medium-Term Business Plan, whilefurther deepening our efforts to date.

Specifically, we will continue to increase our corporate value by improving productivity andtechnological superiority through business reforms, strategic technology development, andpromotion of digital transformation (DX), as well as strengthening ESG/SDGs initiatives. At thesame time, we will expand business domains by further expanding real estate and new businesses
and building an overseas business foundation. We will also continue to utilize human resources
through initiatives to promote work-style reform, utilize diverse human resources that support
business strategies, and strengthen education.
In the Medium-Term Business Plan, we will promote our business activities and initiatives
related to ESG/SDGs in an integrated manner by reflecting measures to resolve issues related tosustainability. In April 2022, we announced our support for the recommendations of the Task Forceon Climate-related Financial Disclosure (TCFD). Through this and other efforts, we are determined
to strengthen initiatives to realize a sustainable society.

- 25 -

- 26 -

For the sustainable growth and medium- to long-term improvement of corporate value, the Company
is determined to promote the Medium-Term Business Plan (FY2022–FY2024) together with all its
executives and employees to realize the “Vision toward 2030.” We sincerely appreciate theunderstanding and support of our shareholders.

- 27 -

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

The 82nd fiscal
year ended
March 31, 2019
220,884(Millions of yen, unless otherwise specified)
The 83rd fiscal
The 84th fiscal
The 85th fiscal
year ended
year ended
year ended
March 31, 2020 March 31, 2021 March 31, 2022
226,371
220,712242,458

Profit attributable to ownersof parent

12,314

9,795

10,285

12,541

Profit per share (yen)Total assets
Net assets

312.93297,690
168,400

258.01
294,919
156,111271.89329,005
167,963334.10332,348
167,425- 28 -

2) The Company’s assets and earnings

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

The 82nd
fiscal year
ended
March 31, 2019
268,826
215,517
11,889302.13
288,629
162,972(Millions of yen, unless otherwise specified)
The 83rd
The 84th
The 85th
fiscal year
fiscal year
fiscal year
ended
ended
ended
March 31, 2020
March 31, 2021
March 31, 2022
218,862
222,224
223,702
222,426
215,782
237,230
10,882
10,59012,715286.65279.97338.72
279,608
306,430
301,506
151,511
164,553
161,192- 29 -

(6) Major Subsidiaries
Company

Share capital

Ownership

Principal business

Manufacture and sale of
100.0% construction machinery,equipment, etc.
Real estate brokerage, sale,
Taihei Real Estate Corporation¥20 million
100.0%
leasing, etc.
Generation of power fromISHIKARI BIO ENERGY GODO
¥5 million
50.0% renewable energy and
KAISHAelectricity sales
Generation of power fromHIRATA BIO ENERGY GODO
¥10 million
56.0% renewable energy and
KAISHAelectricity sales
Notes: 1. The Company’s consolidated subsidiaries are the four major subsidiaries above.
2. The Company established HIRATA BIO ENERGY GODO KAISHA on January 17, 2022, as a newconsolidated subsidiary.
Okumura Machinery Corporation¥100 million(7) Principal Business
The Group is primarily engaged in the businesses of construction and real estate.
The Company is the main operating company of the Group. On November 30, 2017, as a special
contractor under the Construction Business Act, the Company’s Special Construction Business License(Toku-29) No. 2200, issued by the Minister of Land, Infrastructure, Transport and Tourism, was renewed.
The Company is thus licensed to engage in civil engineering, construction, and related businesses.
In addition, on October 5, 2017, as a registered real estate broker under the Real Estate Brokerage Act,
the Company’s license (13) No. 1688, which was issued by the Minister of Land, Infrastructure, Transport
and Tourism, was renewed. The Company is thus licensed to engage in the real estate business.
(8) Employees
1) Employees of the GroupClassification

No. of employees

Year-on-year change

Civil Engineering
935
Building
1,153
Investment Development
39
Other
67
Total
2,194
Note: Investment Development includes the real estate business.
2) Employees of the Company
No. of employees
Year-on-year change
2,123
51

-14
64
2
4
56

Average age
42.5- 30 -

Average years of service
16.3

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

Technical Research Institute2-2-2 Matsuzaki-cho, Abeno-ku, Osaka-shi
5-6-1 Shiba, Minato-ku, Tokyo
East Japan Branch Office (Minato-ku, Tokyo)
West Japan Branch Office (Osaka-shi)
Sapporo Branch (Sapporo-shi)Tohoku Branch (Sendai-shi)
Tokyo Branch (Minato-ku, Tokyo)
Nagoya Branch (Nagoya-shi)
Kansai Branch (Osaka-shi)
Hiroshima Branch (Hiroshima-shi)
Shikoku Branch (Takamatsu-shi)
Kyushu Branch (Kitakyushu-shi)(Tsukuba-shi)2) Subsidiaries
Okumura Machinery Corporation (Osaka-shi)
Taihei Real Estate Corporation (Minato-ku, Tokyo)
ISHIKARI BIO ENERGY GODO KAISHA (Ishikari-shi)
HIRATA BIO ENERGY GODO KAISHA (Hirata-mura, Ishikawagun, Fukushima)(10) Principal Lenders
LenderLoan balance outstanding¥4,000 million¥4,000 million

Resona Bank, Limited
Sumitomo Mitsui Banking Corporation- 31 -

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

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

39,665,226 shares(including 2,892,468 treasury shares)(3) Number of Shareholders

13,426 persons(4) Major Shareholders
Shareholder

No. of shares held

Shareholding
ratio

Thousand shares%

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

5,289

14.4

Okumura Employees’ Shareholding Association

1,786

4.9

NORTHERN TRUST CO. (AVFC) RE SILCHESTERINTERNATIONAL INVESTORS INTERNATIONALVALUE EQUITY TRUST

1,502

4.1

Custody Bank of Japan, Ltd. (Trust Account)

1,390

3.8

Resona Bank, Limited

1,214

3.3

Sumitomo Realty & Development Co., Ltd.

1,210

3.3

NORTHERN TRUST CO. (AVFC) RE U.S. TAXEXEMPTED PENSION FUNDS

769

2.1

Nippon Life Insurance Company

643

1.7

STATE STREET BANK AND TRUST COMPANY
505001567

1.5

Sumitomo Mitsui Banking Corporation

556

1.5

Notes: 1. The Company owns 2,892,468 treasury shares, which have been excluded from the above.
2. Treasury shares have been excluded when calculating shareholding ratios.

(5) Other Important Matters Concerning Shares
Based on the resolution of the Board of Directors meeting held on March 7, 2022, the Company
canceled treasury shares as of April 5, 2022, reducing the total number of issued shares by 1,000,000 sharesto 38,665,226 shares.

- 32 -

3. Matters Concerning Company Officers(1) Directors (as of March 31, 2022)
Position

Name

Responsibility

President andRepresentative Director

Takanori Okumura

Director

Yuichi Mizuno

General Manager,
Marketing & Sales
Headquarters

Director

Kenji Kotera

General Manager,
Civil Engineering
Headquarters

Representative Director

Atsushi Tanaka

General Manager,
Administration
Headquarters

Director

Toru Osumi

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

Director

General Manager,
Masahiro Kaneshige East Japan Branch
OfficeDirector

Tamotsu Tsuchiya

General Manager,
Building
Headquarters

Tetsuo Kodera

Chair, Audit andSupervisory
Committee

Director(Audit and Supervisory
Committee Member)

Significant concurrent positions

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

Director(Full-time Audit andHarumitsu Yoshimura
Supervisory Committee
Member)Director(Audit and Supervisory
Committee Member)

Hiroyo Yashiro

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

Hideshi Nio

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

Kenji Nishihara

Certified public accountant(Representative, Nishihara CPA
Office)Notes: 1. As of the conclusion of the 84th Annual General Meeting of Shareholders held on June 29, 2021, Hiromu
Miyazaki resigned, having completed his terms of office as Director.
2. At the 84th Annual General Meeting of Shareholders held on June 29, 2021, Tamotsu Tsuchiya waselected and assumed office as Director.
3. Four Directors (Audit and Supervisory Committee Members), Tetsuo Kodera, Hiroyo Yashiro, Hideshi
Nio, and Kenji Nishihara are Outside Directors.
4. Four Directors (Audit and Supervisory Committee Members), Tetsuo Kodera, Hiroyo Yashiro, Hideshi- 33 -

Nio, and Kenji Nishihara are Independent Directors as set forth in the rules of the Tokyo Stock Exchange.
5. Harumitsu Yoshimura, Director, is a full-time Audit and Supervisory Committee Member. The Company
selects full-time Audit and Supervisory Committee Members to ensure the effectiveness of audits byhaving them gather information daily, attend important meetings other than those of the Board of
Directors, and properly coordinate with the Accounting Auditor and the Internal Audit Department.
6. Harumitsu Yoshimura, Director (Audit and Supervisory Committee Member), has many years ofexperience in accounting and possesses a considerable degree of knowledge related to finance andaccounting.
7. Hideshi Nio, Director (Audit and Supervisory Committee Member), is a certified public tax accountant
and possesses a considerable degree of knowledge related to finance and accounting.
8. Kenji Nishihara, Director (Audit and Supervisory Committee Member), is a CPA and possesses a
considerable degree of knowledge related to finance and accounting.
9. The Company has adopted an executive officer system, and the names and positions of the executive
officers as of March 31, 2022, are as follows:*An asterisk indicates concurrent service.
(General Manager, Marketing & Sales*Executive Vice President
Yuichi Mizuno
Headquarters)(in charge of Marketing & Sales,
Executive Vice President
Hajime Kosaka
Marketing & Sales Headquarters)(General Manager, Investment
Senior Managing Executive Officer
Osamu Harada
Development Headquarters)(in charge of West Japan Management,
Senior Managing Executive Officer
Shunso Iijima
Marketing & Sales Headquarters)(General Manager, Civil Engineering*Managing Executive Officer
Kenji Kotera
Headquarters)(General Manager, Administration*Managing Executive Officer
Atsushi Tanaka
Headquarters)(General Manager, Kyushu Branch, WestManaging Executive Officer
Hiroyuki Hayashi
Japan Branch Office)(General Manager, West Japan Branch*Managing Executive Officer
Toru Osumi
Office)(Deputy General Manager, Marketing &Managing Executive Officer
Sales Headquarters in charge of Expo andKazuyuki Yoshimi
IR)(General Manager, East Japan Branch*Managing Executive Officer
Masahiro Kaneshige
Office)(in charge of Technology, Marketing &Managing Executive Officer
Wataru Onishi
Sales Headquarters)*Managing Executive Officer(General Manager, Building Headquarters) Tamotsu Tsuchiya(in charge of Marketing & Sales,
Executive Officer
Takanori Hayashi
Marketing & Sales Headquarters)(General Manager, ICT Management
Executive Officer
Naoki Magoori
Center)(General Manager, Safety, Quality &Executive Officer
Hirohide Taniguchi
Environment Headquarters)(General Manager, Technical Research
Nobuyasu Kawai
Executive Officer
Institute)(General Manager, Kansai Branch, West
Executive Officer
Sawayuki Kawatani
Japan Branch Office)(Deputy General Manager, East Japan
Executive Officer
Branch Office in charge of Civil
Yoshinori Yasui
Engineering Business)(Deputy General Manager, West Japan
Executive Officer
Branch Office in charge of Building
Kunitake Konishi
Business)(General Manager, Hiroshima Branch,
Executive Officer
Nobuharu SugaWest Japan Branch Office)(General Manager, Chuo Shinkansen
Executive Officer
Kanagawa Station Construction Office,Yasuhiko Goto
East Japan Branch Office)Executive Officer(Deputy General Manager, East Japan
Yoshihiko Wakimoto- 34 -

Executive Officer
Executive Officer
Executive Officer
Executive Officer
Executive Officer
Executive Officer
Executive Officer
Executive Officer
Executive Officer
Executive Officer

Branch Office in charge of Building
Business)(Deputy General Manager, West Japan
Branch Office in charge of Civil
Engineering Business)(General Manager, Tokyo Branch, East
Japan Branch Office)(Deputy General Manager, West Japan
Branch Office in charge of Administration)(Deputy General Manager, Administration
Headquarters)(in charge of Technology, Marketing &Sales Headquarters)(Operational Reform Promotion Project
Leader)(General Manager, Tohoku Branch, East
Japan Branch Office)(General Manager, Sapporo Branch, East
Japan Branch Office)(General Manager, Shikoku Branch, WestJapan Branch Office)(General Manager, Nagoya Branch, East
Japan Branch Office)Hiroki Machida
Kazuyoshi Okuma
Hiroyuki Matsushima
Akira Sasaki
Takami Nakada
Koji Furusawa
Masanari Kashiki
Koichi Isogami
Yoshihiro Kadotani
Junichi Hori

10. As of April 1, 2022, the Executive Officers have changed as follows:
BeforeAfter
Executive Vice President (inExecutive Vice President (in charge
charge of Marketing & Sales,of Marketing & Sales, Marketing &Hajime Kosaka
Marketing & Sales
Sales Headquarters, and in charge of
Headquarters)
Diversity)
Senior Managing Executive
Senior Managing Executive Officer
Officer
Osamu Harada(in charge of Investment(General Manager, Investment
Development Business)
Development Headquarters)
Senior Managing Executive Officer
Senior Managing Executive(in charge of West Japan
Officer (in charge of West Japan
Shunso Iijima
Management, Marketing & SalesManagement, Marketing & Sales
Headquarters, and in charge of Expo
Headquarters)and IR)
Managing Executive Officer
Senior Managing Executive Officer
Kenji Kotera(General Manager, Civil(General Manager, Civil
Engineering Headquarters)
Engineering Headquarters)
Managing Executive Officer
Senior Managing Executive Officer
Atsushi Tanaka(General Manager,(General Manager, Administration
Administration Headquarters)
Headquarters)
Managing Executive Officer(Deputy General Manager,
Managing Executive Officer
Kazuyuki Yoshimi
Marketing & Sales(General Manager, Investment
Headquarters, and in charge ofDevelopment Headquarters)
Expo and IR)
Managing Executive Officer (inManaging Executive Officer (inWataru Onishicharge of Technology, Marketing
charge of Technology, Technology& Sales Headquarters)
Headquarters)
Executive Officer (General
Managing Executive Officer
Sawayuki Kawatani
Manager, Kansai Branch, West
(General Manager, Kansai Branch,Japan Branch Office)West Japan Branch Office)General Manager, Technology
Managing Executive Officer (inKazutoshi Yuyama
Department, Marketing & Sales
charge of Technology, Technology
Headquarters
Headquarters)
Executive Officer (in charge of
Executive Officer (in charge ofTakami Nakada
Technology, Marketing & Sales
Technology, Technology- 35 -

Akira Okada

Nobuyasu Kawai

Yoshihiko Wakimoto

Headquarters
Advisor (Assistant General
Manager, East Japan Branch
Office (General Manager,
Hashimoto Office))
Executive Officer (General
Manager, Technical ResearchInstitute)Executive Officer (Deputy
General Manager, East Japan
Branch Office in charge of
Building Business)

Headquarters)
Executive Officer (General
Manager, Technology Headquarters)
Advisor (in charge of Technology,
Technology Headquarters (stationed
at Technical Research Institute))
Advisor (Building Headquarters)(2) Summary of Agreement on Limitation of Liability
The Company has entered into an agreement with non-executive directors to limit their liability under
Article 423, Paragraph 1 of the Companies Act pursuant to the provisions of Article 427, Paragraph 1 of
the Act and the Company’s Articles of Incorporation. A summary of that agreement is as follows:・ In the event that a non-executive director is deemed to be liable for damages due to negligence of duties,
the limit of said liability shall be the minimum liability amount set forth in Article 425, Paragraph 1 of
the Companies Act
・ The above limitation of liability shall only apply when the duties that gave rise to said liability were
performed in good faith and without gross negligence.
(3) Summary of Directors and Officers Liability Insurance Contract
In order to ensure that Directors can fully perform their expected roles, the Company has concluded
with an insurance company a directors and officers liability insurance contract as stipulated in Article 4303, Paragraph 1 of the Companies Act. The contract designates all Directors as the insured and covers
damage and litigation expenses incurred by the insured when the insured is subject to a claim for damage
during the insurance period due to an act committed by them. However, the insurance contract includes aclause concerning a deductible provision and does not cover any damage up to the deductible amount. The
premiums are borne entirely by the Company, including the rider portion, and there is no substantial burden
on the insured.
(4) Compensation, etc. of Directors for the Fiscal Year under Review
1) Matters concerning policy for the determination of the content of compensation, etc. of Directors
Based on the resolution of the Board of Directors meeting held on November 11, 2021, theCompany has established the Nomination and Compensation Committee (chaired by an Independent
Outside Director with the majority of the committee members being Independent Outside Directors),
the main members of which consist of Independent Outside Directors, as a voluntary advisory bodyto the Board of Directors.
Before the establishment of the Nomination and Compensation Committee, the policy for
determining the individual compensation of Directors (excluding Directors who are Audit andSupervisory Committee Members) has been discussed by the Management Committee (having thefunctions of a Nomination and Compensation Committee of a company with a nominating committee,etc.), which includes Independent Outside Directors among its members, and determined by the
Board of Directors.
After the establishment of the Nomination and Compensation Committee, the policy for
determining the individual compensation of Directors (excluding Directors who are Audit andSupervisory Committee Members) is discussed by the Nomination and Compensation Committee in
consultation with the Board of Directors and determined by the Board of Directors based on thereport from the committee.
Compensation of Directors (excluding Directors who are Audit and Supervisory Committee
Members) is to be at an appropriate level based on their responsibilities and to serve as an incentive
to improve business performance and corporate value. As such, it shall be comprised of fixedcompensation and performance-linked compensation (bonuses).
Out of individual compensation for Directors (excluding Directors who are Audit andSupervisory Committee Members), a compensation table shall be established for fixed compensationaccording to the roles and responsibilities of their position. The amount shall be determined basedon this table, and it shall be paid monthly. In addition, from the standpoint of reflecting medium- tolong-term performance and contributing to greater management awareness among Directors, fixed- 36 -

compensation includes a portion for purchasing the Company’s shares, and this is done throughmonthly contributions to the officers’ shareholding association.
Out of individual compensation of Directors (excluding Directors who are Audit and Supervisory
Committee Members), calculation criteria have been established for performance-linked
compensation, and when certain payment conditions have been met, it is paid in July of every year
after the amount, linked to achievement of targets for predetermined performance indicators,
determined by the Board of Directors.
Compensation of Directors who are Audit and Supervisory Committee Members is determinedthrough discussion by Directors who are Audit and Supervisory Committee Members and consists
only of fixed compensation in light of the fact that they fulfill a management supervisory function
from an independent standpoint and that their duties are not directly linked to performance.
2) Matters concerning the resolution of the General Meeting of Shareholders on the compensationof Directors
A resolution on the compensation of Directors was passed at the 79th Annual General Meetingof Shareholders held on June 29, 2016. It stipulated that the amount of compensation for Directors(excluding Directors who are Audit and Supervisory Committee Members) is to be ¥300 million orless per year and that decisions on the specific amount to be paid to each Director and the timing of
payment are to be decided by the resolution of the Board of Directors. It also stipulated that theamount of compensation for Directors who are Audit and Supervisory Committee Members is to be¥60 million or less and that the specific amount to be paid to each Director and the timing of payment
are to be decided through discussion by Directors who are Audit and Supervisory Committee
Members. As of the conclusion of that Annual General Meeting of Shareholders, there were seven
Directors (excluding Directors who are Audit and Supervisory Committee Members) and five
Directors who are Audit and Supervisory Committee Members.
3) Matters concerning delegation of decisions on the content of compensation for individual
Directors
Before the establishment of the Nomination and Compensation Committee, based on a resolutionof the Board of Directors, President and Representative Director Takanori Okumura andRepresentative Director, Managing Executive Officer, and General Manager of Administration
Headquarters Atsushi Tanaka are tasked with making decisions on the specific content and theamount of compensation for individual Directors (excluding Directors who are Audit andSupervisory Committee Members). That authority is to decide on the method of determining
compensation, etc. of individual Directors (excluding Directors who are Audit and Supervisory
Committee Members) and the amount of compensation, etc. The reason for delegating this authority
to Representative Directors is because we believe that Representative Directors are most suited toperform evaluations and allocate funds according to the position, responsibilities, and roles of each
Director while maintaining a bird’s eye view of the overall performance of the Company. In addition,from the standpoint of transparency, the content of the compensation table for fixed compensationand the calculation criteria for performance-linked compensation established through discussion by
the Representative Directors shall be reported to the Board of Directors so that the authority can be
exercised appropriately. For ensuring the appropriateness of the total amount of performance-linked
compensation (the total amount of compensation for individual Directors based on the calculation
criteria established through discussions between the Representative Directors), a resolution shall beobtained from the Board of Directors following discussion by the Management Committee, which
includes Independent Outside Directors. As the compensation amount for individual Directors(excluding Directors who are Audit and Supervisory Committee Members) is determined via theseprocedures, the Board of Directors has determined that the content is in line with the policy for
determining the content of compensation, etc. of individual Directors (excluding Directors who are
Audit and Supervisory Committee Members).
After the establishment of the Nomination and Compensation Committee, the Nomination andCompensation Committee discusses, in consultation with the Board of Directors, the compensationtable for fixed compensation and the amount to be paid for individual Directors based on the table
as well as the calculation criteria for performance-linked compensation and the amount to be paid
for individual Directors based on the criteria, which is calculated after the end of the business year.
Upon receiving the report of the Committee, a resolution shall be obtained from the Board of
Directors. As the compensation amount for individual Directors (excluding Directors who are Audit
and Supervisory Committee Members) is determined via these procedures, the Board of Directors
has determined that the content is in line with the policy for determining the content of compensation,etc. of individual Directors (excluding Directors who are Audit and Supervisory Committee- 37 -

Members).
4) Total amount of compensation, etc. of Directors

Classification

No. ofpersons
receivingcompensation

Total amount of compensation, etc. by type
PerformanceNonBasic
linkedmonetary
compensationcompensation,compensation
etc.

Total amount ofcompensation, etc.

Directors(excluding
Audit and8¥175 million¥38 million–¥213 million
Supervisory
Committee
Members)
Directors(Audit andSupervisory
Committee
5¥49 million––¥49 million
Members)(4)(¥30 million)(–)(–)(¥30 million)(of whichOutsideDirectors)
Total
13¥225 million¥38 million–¥263 million
Notes: 1. The above includes compensation, etc. of Directors who resigned as of the conclusion of the 84th
Annual General Meeting of Shareholders held on June 29, 2021.
2. The performance indicators selected as the basis for calculating performance-linked compensation
are “consolidated operating profit” and “orders received.” In addition, the reason these indicators
were selected is that we believe they are objective indicators for judging performance in the fiscal
year and the level of contribution to future performance. The amount of performance-linked
compensation is linked to the level of achievement of the targets established for the performanceindicators in advance by the Board of Directors. The standard percentage when the targets for the
performance indicators are achieved is set at 20% of overall compensation and fluctuates within acertain range according to the level of achievement. The actual amounts of “consolidated operating
profit” and “orders received” in the fiscal year under review were ¥12,647 million and ¥223,702
million, respectively.

(5) Matters Concerning Outside Officers
1) Relationship between the Company and other corporations, etc. where outside officers serve
concurrently
Outside Director (Audit and Supervisory Committee Member) Tetsuo Kodera servesconcurrently at Kodera Law Office and Samty Co., Ltd. The Company has no special relationshipwith either of these organizations.
Outside Director (Audit and Supervisory Committee Member) Hiroyo Yashiro servesconcurrently at Iino Yashiro Law Office. The Company has no special relationship with thisorganization.
Outside Director (Audit and Supervisory Committee Member) Hideshi Nio serves concurrently
at Nio Tax Accountant Office. The Company has no special relationship with this organization.
Outside Director (Audit and Supervisory Committee Member) Kenji Nishihara servesconcurrently at Nishihara CPA Office. The Company has no special relationship with thisorganization.

- 38 -

2) Main activities of Outside Officers
Position

Name

Director (Audit andSupervisory Committee
Member)Tetsuo Kodera

Director (Audit andSupervisory Committee
Member)Hiroyo Yashiro

Director (Audit andSupervisory Committee
Member)Hideshi Nio

Director (Audit andSupervisory Committee
Member)Kenji Nishihara

Status of main activities
Tetsuo Kodera attended all 15 meetings of the Board of
Directors and all 14 meetings of the Audit andSupervisory Committee held during the fiscal year underreview. He has provided advice, etc., contributing toensuring the legality of business execution and thevalidity of management decisions, primarily by voicing
his expert opinion as an attorney. In addition, as the chairof the Nomination and Compensation Committee, avoluntary advisory body to the Board of Directors, hehas properly fulfilled the managerial supervisory
function from an independent and objective standpointby leading deliberations on important matters related to
the nomination and compensation of Directors, etc.
Hiroyo Yashiro attended all 15 meetings of the Board of
Directors and all 14 meetings of the Audit andSupervisory Committee held during the fiscal year underreview. She has provided advice, etc., contributing toensuring the legality of business execution and thevalidity of management decisions, primarily by voicing
her expert opinion as an attorney. In addition, as amember of the Nomination and Compensation
Committee, a voluntary advisory body to the Board of
Directors, she has properly fulfilled the managerial
supervisory function from an independent and objective
standpoint by participating in deliberations on importantmatters related to the nomination and compensation of
Directors, etc.
Hideshi Nio attended all 15 meetings of the Board of
Directors and all 14 meetings of the Audit andSupervisory Committee held during the fiscal year underreview. He has provided advice, etc., contributing toensuring the appropriateness of business execution andthe validity of management decisions, primarily byvoicing his expert opinion as a certified public tax
accountant. In addition, as a member of the Nomination
and Compensation Committee, a voluntary advisory
body to the Board of Directors, he has properly fulfilled
the managerial supervisory function from an
independent and objective standpoint by participating indeliberations on important matters related to thenomination and compensation of Directors, etc.
Kenji Nishihara attended all 15 meetings of the Board of
Directors and all 14 meetings of the Audit andSupervisory Committee held during the fiscal year underreview. He has provided advice, etc., contributing toensuring the appropriateness of business execution andthe validity of management decisions, primarily byvoicing his expert opinion as a certified public
accountant. In addition, as a member of the Nomination
and Compensation Committee, a voluntary advisory
body to the Board of Directors, he has properly fulfilled
the managerial supervisory function from an
independent and objective standpoint by participating indeliberations on important matters related to thenomination and compensation of Directors, etc.

- 39 -

4. Accounting Auditor(1) Accounting Auditor’s Name
Deloitte Touche Tohmatsu LLC(2) Accounting Auditor’s Compensation, etc. for the Fiscal Year under Review
1) Accounting auditor’s compensation, etc., for audits for the fiscal year under review¥54 million
2) Cash and other profits payable by the Company or its subsidiaries to the Accounting Auditor¥57 million
Notes: 1. The audit fees paid by the Company to the Accounting Auditor for audits based on the Companies
Act and audits based on the Financial Instruments and Exchange Act are not and cannot practicallybe separated. As such, the amount above is the total of both.
2. Having reviewed the content of the Accounting Auditor’s audit plan, the reasonableness of thestatus of its execution of duties, the grounds for calculating compensation estimates, etc. byobtaining the necessary materials and hearing reports from the Accounting Department and the
Accounting Auditor, the Company’s Audit and Supervisory Committee agrees with thecompensation, etc. of Deloitte Touche Tohmatsu LLC.

(3) Policy on Determination of Dismissal or Non-reappointment of the Accounting Auditor
In the event that it is deemed that a proper accounting audit is not possible, such as cases in which there
is an impediment to the execution of duties by the Accounting Auditor, the Company shall prepare a
proposal on dismissal or non-reelection of the Accounting Auditor and submit it to the General Meeting of
Shareholders, by resolution of the Audit and Supervisory Committee.
The Audit and Supervisory Committee dismisses the Accounting Auditor with the unanimous consent
of the Audit and Supervisory Committee Members if it deems that any of the items set forth in Article 340,
Paragraph 1 of the Companies Act applies to the Accounting Auditor. In this case, the member selected by
the Audit and Supervisory Committee shall report the dismissal of the Accounting Auditor and the reason
for the dismissal at the first General Meeting of Shareholders held after the dismissal.

- 40 -

5. Overview of Systems for Ensuring Appropriateness of Operations and Operational
StatusI. Basic Approach
The Company has established and operates an internal control system to manage risks associated withits businesses and increase profits while fulfilling its corporate social responsibility in the midst of an everchanging business environment.
II. Basic Policy
Systems to Ensure that the Execution of Duties by Directors and Employees Is in Compliance with Laws,
Regulations, and the Articles of Incorporation(1) In accordance with the provisions of laws, regulations, the Company’s Articles of Incorporation,and the Regulations of the Board of Directors, the Board of Directors shall establish a policy for
the Company’s business execution and continually supervise the execution of duties by the
Directors and Executive Officers.
(2) In order to ensure that decision-making at the Board of Directors and the execution of duties by
the Directors, Executive Officers, and employees comply with laws, regulations, and the Articles
of Incorporation, the Company shall seek confirmation and advice from experts such as attorneys,
certified public accountants, etc. as appropriate.
(3) Considering compliance as one of the highest management priorities, the Company shall establish
a Compliance Committee as an advisory body for decision-making and execution of duties by the
Board of Directors and Representative Directors. The committee is chaired by a Director that theCompany appoints and includes attorneys at law.
(4) In order to ensure thorough compliance with the Antimonopoly Act, the Company shall establish
an expert committee on preventing collusion consisting of outside experts under the Compliance
Committee to propose measures to prevent violation of the act and to verify and ensure theappropriateness and effectiveness of those measures.
(5) In order to promote penetration and firm establishment of compliance and to ensure the propernessof business execution by internal organizations, the Company shall establish and implement Basic
Regulations on Compliance and related regulations based on the Management Philosophy andCorporate Code of Conduct while the Internal Audit Division shall carry out monitoring as
appropriate.
(6) The Representative Directors shall focus on internal education and awareness building activities
to ensure thorough compliance, including severing of relationships with antisocial forces.
(7) In accordance with Internal Whistleblowing Regulations, the Company shall swiftly and firmly
respond to complaints lodged with contact points inside the Company and the attorney’s office.
Systems to Store and Manage Information Related to the Execution of Duties by Directors(1) The Company prepares and stores information related to the execution of duties by the Directors
in accordance with laws and regulations and manages it so that the Directors, Accounting Auditor,and others can access it as needed.
(2) Through the operation of an integrated management system and monitoring by the Internal Audit
Division, the Company verifies the retention period for legal documents, etc., and the organization,
storage, etc. of documents requesting approval related to decision-making.
(3) In addition to protecting information assets from threats such as loss, theft, destruction, andunauthorized access, the Company manages information based on an Information Security Policy
and Privacy Policy in order to protect personal information.
(4) The persons in charge of handling information and the IR Team verify the information and disclose
it according to the Disclosure Policy in order to provide shareholders and investors with timely,
accurate, and unbiased information.
Regulations and Other Systems to Manage the Risk of Loss
(1) In order to ensure the effective functioning of internal control over financial reporting, theCompany continually reviews its systems in accordance with the Basic Policy on Financial
Reporting.
(2) The Company prepares and manages a natural disaster response manual and a crisis
communication manual, etc. and works on making continual improvements to the BusinessContinuity Plan (BCP) to prevent the spread of losses.
- 41 -

(3) In order to keep track of the risks that significantly impact the business on a daily basis and takethe necessary measures to address them, the Company continuously reviews the risk management
system and takes swift and appropriate action when risks manifest themselves.
Systems to Ensure the Efficient Execution of Duties by Directors(1) The Company adopts an executive officer system to expedite decision-making by the Board of
Directors and enhance the execution of duties by Executive Officers.
(2) The Company establishes a Management Committee with Representative Directors at the core todeliberate on and decide matters related to the execution of the Company’s business other thanthose matters to be submitted to the Board of Directors and those matters to be decided by the
Board of Directors.
(3) The Board of Directors establishes management targets, business plans, etc., based on theManagement Philosophy, and the President and Representative Director and Executive Officers
carry out duties to achieve them, while the Board of Directors supervises the status of execution.
(4) In order to maintain a governance structure suited to the business environment, the Company
continuously reviews the organization and operations.
Systems to Ensure the Appropriateness of Business Operations of the Corporate Group Consisting of theCompany and Its Subsidiaries(1) The Internal Audit Division plays a central role in auditing and instructing subsidiaries so that theCompany’s basic approach to and initiatives for internal control continually spread throughout theentire Group.
(2) The Company’s Audit and Supervisory Committee requests business reports from subsidiaries asnecessary and/or investigates the status of their operations and assets.
(3) The Company dispatches its Executive Officers and/or employees to subsidiaries to serve as
Directors or Corporate Auditors. In addition to monitoring and supervising the status of businessexecution, the Company’s Internal Audit Division reports to the Company’s Board of Directors,
Representative Directors, and Audit and Supervisory Committee as necessary on the results ofaudits, including those of subsidiaries.
Matters Related to Employees Who Are Requested to Assist the Audit and Supervisory Committee in
Their Duties(1) The Company assigns both dedicated and non-dedicated staff to the Internal Audit Division toassist the Audit and Supervisory Committee with its duties.
(2) Staff assigned to the Internal Audit Division shall be recommended by departments executing
business and approved by the Audit and Supervisory Committee beforehand. If the Audit andSupervisory Committee makes a request concerning the personnel assigned as staff, the Company
addresses the request as appropriate.
(3) A clear distinction is made between the Internal Audit Division and departments executing
business to ensure independence, and confirmation is obtained from the Audit and Supervisory
Committee concerning staff goal management and performance evaluations.
(4) Staff belonging to the Internal Audit Division that receive instructions from the Audit andSupervisory Committee do not receive instructions from Directors (excluding Directors who are
Audit and Supervisory Committee Members) when executing said instructions and report theresults only to the Audit and Supervisory Committee.
Systems to Report to the Audit and Supervisory Committee(1) Representative Directors make arrangements to exchange opinions with Audit and Supervisory
Committee on policies related to business execution and other such matters.
(2) In order to contribute to the audit policies and sharing of duties established by the Audit andSupervisory Committee, Audit and Supervisory Committee Members are requested to attend
meetings of the Management Committee and other important meetings.
(3) When so requested by the Audit and Supervisory Committee, Directors (excluding Directors who
are Audit and Supervisory Committee Members), Executive Officers, and employees report on thestatus of execution of their duties and present the important approval documents as well as
investigate and report on the status of operations and assets at the head office, branch offices, andsubsidiaries.
- 42 -

(4) When discussions are conducted on the effectiveness of the internal control system, complianceviolations or whistleblowing at meetings of the Compliance Committee, the content is reported to
the Audit and Supervisory Committee via the Internal Audit Division.
(5) If a Director (excluding Directors who are Audit and Supervisory Committee Members), Executive
Officer or employee learns of something that will bring significant damages to the Company andits subsidiaries or a serious violation of the laws and regulations or Articles of Incorporation in theexecution of duties, they report it immediately to the Audit and Supervisory Committee.
(6) The Internal Whistleblowing Regulations shall apply to those who report to the Audit andSupervisory Committee, and they shall not be treated unfavorably because of the report.
Systems to Ensure that the Audit and Supervisory Committee Conducts Audits Effectively(1) In order to contribute to the duties of the Audit and Supervisory Committee, the Internal Audit
Division discusses audit policies and plans with the Audit and Supervisory Committee and reportson the results of internal audits in a timely manner.
(2) In order to strengthen coordination between the Audit and Supervisory Committee and the
Accounting Auditor, opportunities are provided for discussing the audit plan and status of
implementation.
(3) The ERP backbone system, etc. are continuously reviewed to provide an environment in which the
Audit and Supervisory Committee can monitor the financial status and profit and loss situation of
the Company in a timely manner.
(4) Soundness and transparency of management is ensured by making four of the five members of the
Audit and Supervisory Committee Outside Directors.
(5) The Company shall bear the costs arising from the execution of duties by the Audit and Supervisory
Committee and shall accept advance payment thereof.
III. Overview of Operational Status(1) Execution of duties by Directors and employees
The Company’s Board of Directors consists of 12 Directors. In principle, the Board of Directors
meets once per month. It also holds extraordinary meetings as necessary and makes decisions onimportant matters concerning management, including the Medium-Term Business Plan. Four of themembers are Independent Outside Directors in order to strengthen the management supervisionfunction.
Independent Outside Directors are brought on as members of the Management Committee(consisting of the Representative Directors and members selected by the Board of Directors), which
deliberates on and decides important matters related to the execution of the Company’s business otherthan those matters to be decided by the Board of Directors and matters to be submitted to the Board of
Directors, to increase management transparency. During the fiscal year under review, the Management
Committee met 14 times.
In order to strengthen the internal control function and verify the status of implementation, theCompany has a structure in which the Audit Office, which is in charge of accounting audits, and theCompliance Office, which is in charge of auditing other general business execution, coordinate toperform internal audits. The results of those audits are reported to the Board of Directors, theManagement Committee, Representative Directors, and the Audit and Supervisory Committee in atimely manner so that they can be reflected in decision-making, business execution, and management
supervision.
The Company has established a Compliance Committee comprised of Independent Outside
Directors, the General Manager of Marketing & Sales Headquarters, the General Manager of Civil
Engineering Headquarters, the General Manager of Building Headquarters, the General Manager of
Administration Headquarters, the General Manager of the Human Resources Department, Attorneys,
and the Manager of the Audit Office, who is responsible in the Internal Audit Division and the Managerof the Compliance Office. The committee works to educate and instruct officers and employees. During
the fiscal year under review, the Compliance Committee met seven times.
In order to spread and establish compliance, the Company has prepared Basic Regulations forCompliance, Internal Whistleblowing Regulations addressing the Whistleblower Protection Act, andManual on Responding to Organized Crime Groups, etc. At the same time, the Company informs all
officers and employees of the “Guide on Compliance,” which provides the code of conduct for businessexecution, the methods and means of achieving that, and the legal grounds as a summary, distributing
it directly to them as necessary and carrying out education and training. The Representative Directors
focus on internal education and awareness building activities to ensure thorough compliance. During- 43 -

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

- 44 -

Consolidated Financial Statements
Consolidated Balance Sheet(As of March 31, 2022)(Millions of yen)
Description(Assets)
Current assets
Cash and deposits
Notes receivable, accounts receivable fromcompleted construction contracts and other
Real estate for sale
Costs on construction contracts in progress

Amount192,014
33,156142,296
1,081
2,612

Costs on real estate business

982

Work in process696

Raw materials and supplies

92

Other
Allowance for doubtful accounts
Non-current assets
Property, plant and equipment
Buildings and structures
Machinery, vehicles, tools, furniture andfixturesLand
Leased assets
Construction in progress
Intangible assets
Goodwill
Other
Investments and other assets
Investment securities
Long-term loans receivable
Retirement benefit asset
Deferred tax assets
Other
Allowance for doubtful accounts

Total assets

Description(Liabilities)
Current liabilities
Notes payable, accounts payable forconstruction contracts and other

11,248(152)
140,334
73,376
15,272
1,193

126,81051,328

Short-term borrowings

9,480

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

0
1,656

Other

34,666 Non-current liabilities
2Long-term borrowings
22,240Non-recourse borrowings
Lease obligations
1,132
408
Deferred tax liabilities
724
Asset retirement obligations
Other
65,82556,629 Total liabilities
116 (Net assets)
5,076 Shareholders’ equity
3
Share capital
5,954
Capital surplus(1,956)
Retained earnings
Treasury shares
Accumulated other comprehensive income
Valuation difference on available-for-salesecurities
Deferred gains or losses on hedges
Remeasurements of defined benefit plans
Non-controlling interests
Total net assets
332,348 Total liabilities and net assets- 45 -

Amount11,536
25,610
540
3,771
43
973
83
18,0503,735
38,112
5,112
21,062
1
11,65890
186
164,923
139,727
19,83826,240101,710(8,061)
27,22924,665
1,099
1,465
467
167,425
332,348

Consolidated Statement of Income(April 1, 2021 through March 31, 2022)(Millions of yen)
Description

AmountNet sales
Net sales of completed construction contracts

229,906

Net sales in real estate business and other

12,552

242,458

Cost of sales
Cost of sales of completed construction contracts
Cost of sales in real estate business and other202,378
8,242

210,620Gross profit
Gross profit on completed construction contracts

27,528Gross profit on real estate business and other

4,309

31,837
19,190

Selling, general and administrative expenses

12,647

Operating profit
Non-operating income
Interest income

43

Dividend income

1,196

Foreign exchange gains

345

Other

222

1,808

Non-operating expenses
Interest expenses

393

Other

50

443
14,012

Ordinary profit
Extraordinary income
Gain on sale of investment securities

3,200

Other

0

3,201

Extraordinary losses
Loss on valuation of investment securities

6

Loss on retirement of non-current assets

5

11
17,202

Profit before income taxes
Income taxes - current

4,224

Income taxes - deferred

963

5,188
12,013

ProfitLoss attributable to non-controlling interests

528

Profit attributable to owners of parent

12,541- 46 -

Consolidated Statement of Changes in Equity(April 1, 2021 through March 31, 2022)(Millions of yen)
Shareholders’ equity
Share capital
Balance as of April 1, 2021

Capital surplus

19,838Retained earnings

26,240Treasury shares

95,460

Cumulative effects of changes inaccounting policies

Total shareholders’equity(4,636)

136,902

63

Restated balance

19,83826,24063

95,523(4,636)

136,966

Changes during period
Dividends of surplus(6,354)(6,354)

Profit attributable to owners ofparent12,541

12,541

Purchase of treasury shares
Disposal of treasury shares

0(3,425)(3,425)00

Net changes in items other thanshareholders' equity
Total changes during period
Balance as of March 31, 2022

–

0

6,186

(3,425)2,761

19,83826,240101,710(8,061)

139,727

Accumulated other comprehensive income

Balance as of April 1, 2021

Valuation difference
on available-for-salesecurities

Deferred gains orlosses on hedges

Remeasurements ofdefined benefit plans

Total accumulated
othercomprehensive
incomeNon-controllinginterests

Total
net assets

30,957

(475)

1,752

32,234(1,173)

167,963

Cumulative effects ofchanges in accounting
policies
Restated balance

63
30,957

(475)

1,752

32,234(1,173)

168,027

Changes during period
Dividends of surplus(6,354)

Profit attributable toowners of parent

12,541

Purchase of treasury shares(3,425)

Disposal of treasury shares0

Net changes in items otherthan shareholders' equity(6,291)

1,574

(287)

(5,005)

1,641(3,363)

Total changes during period(6,291)

1,574

(287)

(5,005)

1,641

(602)

Balance as of March 31,
2022

24,665

1,099

1,465

27,229467

167,425- 47 -

Non-Consolidated Financial Statements
Non-Consolidated Balance Sheet(As of March 31, 2022)
Description(Assets)
Current assets
Cash and deposits
Notes receivable - trade
Electronically recorded monetary claims operating
Accounts receivable from completed
construction contracts
Real estate for sale
Costs on construction contracts inprogress
Costs on real estate business
Raw materials and supplies
Other
Allowance for doubtful accounts
Non-current assets
Property, plant and equipment
Buildings and structures
Machinery and vehicles
Tools, furniture and fixtures
Land
Leased assets
Construction in progress
Intangible assets
Investments and other assets
Investment securities
Shares of subsidiaries and associates,
investments in capital of subsidiaries andassociates
Long-term loans receivable
Prepaid pension costs
Other
Allowance for doubtful accounts

Total assets(Millions of yen)AmountAmount187,31031,8762

Description(Liabilities)
Current liabilities
Notes payable - trade
Accounts payable for construction contracts

707
138,862
1,081

Short-term borrowings
Lease obligations

Income taxes payable
Advances received on construction
2,612
contracts in progress
982
Deposits received
Provision for warranties for completed
12
construction
11,325
Provision for bonuses
Provision for bonuses for directors (and(152)
other officers)
Provision for loss on construction contracts
114,196
Asset retirement obligations
44,717
13,999Suspense receipt of consumption taxes
731
Other
363 Non-current liabilities
29,610Long-term borrowings
1
Lease obligations
11
Deferred tax liabilities
Asset retirement obligations
718
Other
68,76055,786 Total liabilities(Net assets)
1,917 Shareholders’ equity
Share capital
7,541
Capital surplus
2,965
Legal capital surplus
2,512
Other capital surplus(1,963) Retained earnings
Legal retained earnings
Other retained earnings
Reserve for investment loss ondeveloping new businessReserve for tax purpose reduction entry
of non-current assets
General reserve
Retained earnings brought forward
Treasury shares
Valuation and translation adjustments
Valuation difference on available-forsale securities
Total net assets
301,506 Total liabilities and net assets- 48 -

125,216
1,698
48,250
11,1080
1,503
11,49425,019
524
3,688
38
973
15
18,0502,850
15,097
5,112
0
9,848
90
46
140,314
136,754
19,83825,322
25,322099,655
4,959
94,695142
3,598
80,60010,354(8,061)
24,437
24,437
161,192
301,506

Non-Consolidated Statement of Income(April 1, 2021 through March 31, 2022)(Millions of yen)
Description

AmountNet sales
Net sales of completed construction contracts

229,907

Net sales in real estate business and other7,322

237,230

Cost of sales
Cost of sales of completed construction contracts
Cost of sales in real estate business and other202,539
4,152

206,692

Gross profit
Gross profit on completed construction contracts

27,367Gross profit on real estate business and other

3,169

30,53718,010

Selling, general and administrative expenses

12,527

Operating profit
Non-operating income
Interest and dividend income

1,559

Foreign exchange gains

348

Other

220

2,128

Non-operating expenses
Interest expenses

158

Other

36

195
14,460Ordinary profit
Extraordinary income
Gain on sale of investment securities

3,200

Other

0

3,201

Extraordinary losses
Loss on valuation of investment securities

6

Loss on retirement of non-current assets

4

10
17,651

Profit before income taxes
Income taxes - current

4,000

Income taxes - deferred

936

4,936
12,715

Profit- 49 -

Non-Consolidated Statement of Changes in Equity(April 1, 2021 through March 31, 2022)(Millions of yen)
Shareholders’ equity
Capital surplus

SharecapitalBalance as of April 1,
2021
Cumulative effects
of changes inaccounting policies
Restated balance

19,838

19,838Legalcapitalsurplus

Othercapitalsurplus25,322

25,322Retained earnings

Total
capitalsurplus––Reserve forinvestment
loss ondeveloping
new businessLegalretainedearnings

25,322

4,959

25,322

4,959

133

Other retained earnings
Reserve fortax purpose
reduction
Generalentry ofreserve
non-current
assets93,23163

63

90,300(5,729)93,294(9,700)9,700–(6,354)(6,354)

12,715

12,715

142

(142)

–

(133)

133

–

33

–

3,631

90,300Total
retainedearnings(5,793)

133

3,631

Retainedearnings
brought
forwardChanges during period
Reversal of generalreserve
Dividends of surplus
ProfitPurchase of treasury
shares
Disposal of treasury
sharesProvision of reservefor investment loss
on developing new
business
Reversal of reservefor investment loss
on developing new
business
Reversal of reserve
for tax purpose
reduction entry of
non-current assets
Net changes in items
other thanshareholders' equity
Total changes during
periodBalance as of March
31, 2022

0

0

(33)

–

–

0

0

–

9

(33)

(9,700)16,084

6,360

19,83825,322025,322

4,959

142

3,598

80,60010,354

99,655- 50 -

(Millions of yen)
Valuation and translation
adjustments

Shareholders’ equity

Balance as of April 1, 2021

Treasury shares

Total
shareholders’equity(4,636)

133,755

Cumulative effects of changes inaccounting policies
Restated balance

Valuation difference Total valuation andon available-fortranslation
sale securities
adjustments

30,79830,79863(4,636)

133,819

Total
net assets

164,55363

30,79830,798

164,617

Changes during period
Reversal of general reserve––

Dividends of surplus(6,354)(6,354)

Profit12,715

12,715Purchase of treasury shares(3,425)(3,425)(3,425)

Disposal of treasury shares

0

0

0

Provision of reserve forinvestment loss incurred bybusiness operators developing new
business––

Reversal of reserve for investment
loss incurred by business operatorsdeveloping new business––

Reversal of reserve for tax purpose
reduction entry of non-current
assets––Net changes in items other thanshareholders' equity(6,360)(6,360)(6,360)Total changes during period(3,425)

2,935(6,360)(6,360)(3,424)

Balance as of March 31, 2022

(8,061)

136,754

24,437

24,437

161,192- 51 -