Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Securities Code 1833)
June 7, 2017
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 80TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 80th Annual General Meeting of Shareholders of OKUMURA
CORPORATION (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing. Please review theattached Reference Documents for the General Meeting of Shareholders, indicate your vote for or against theproposals on the enclosed Voting Rights Exercise Form and return it so that it is received by 5:15 p.m. on
Wednesday, June 28, 2017, Japan time.
1. Date and Time:Thursday, June 29, 2017 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: 1. The Business Report and the Consolidated Financial Statements for the 80th
Fiscal Year (April 1, 2016 - March 31, 2017) and results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Audit
and Supervisory Committee
2. Non-consolidated Financial Statements for the 80th Fiscal Year (April 1,2016 - March 31, 2017)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Consolidation of Shares
Proposal 2:
Election of Seven (7) Directors (Excluding Directors Who Are Audit andProposal 3:
Supervisory Committee Members)------------------------------------------------------------------------------------------------------------------------------------When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk.
Should the Reference Documents for the General Meeting of Shareholders, the Business Report, theNon-consolidated Financial Statements or the Consolidated Financial Statements require revisions, therevised versions will be posted on the Company’s website (http://www.okumuragumi.co.jp/).
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.

-1-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
and makes it a basic policy to maintain a stable dividend of ¥9 per share or an amount according to
the Company’s business performance, namely an amount equivalent to the payout ratio of 50%,
whichever is higher, based on the overall consideration of the Company’s financial situation andother factors.
In line with this policy, the year-end dividend and the appropriation of surplus for the fiscal year
under review are proposed as follows.
1. Year-end dividend(1) Type of property for dividend
Cash(2) Allotment of property for dividends to shareholders and total amount thereof¥33 per share of the Company’s common stock
Total amount: ¥6,573,745,662(3) Effective date of distribution of surplus
June 30, 2017
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-2-¥6,700,000,000¥6,700,000,000

Proposal 2: Consolidation of Shares
1. Reasons for the need to consolidate shares

The Japanese stock exchanges, including the Tokyo Stock Exchange, Inc. have announced the“Action Plan for Consolidating Trading Units” with the aim to consolidate the trading units forcompanies listed on domestic markets to 100 shares.
To show respect for this purpose as a company listed on the Tokyo Stock Exchange, theCompany adopted a resolution at the Board of Directors meeting held on May 12, 2017, tochange the number of its shares per trading unit from 1,000 to 100 as of October 1, 2017, subject
to the approval of this proposal.
In this connection, the Company is consolidating its shares in order to adjust the investment
unit to a suitable level following the change in the number of share units, taking into
consideration the level of investment units deemed desirable by the stock exchanges (¥50,000 or
more but less than ¥500,000) as well as medium- to long-term fluctuations in its stock price.
2. Ratio of share consolidation
The Company’s shares will be consolidated at a ratio of five (5) shares to one (1).
Should the consolidation result in a fraction of less than one (1) share, all fractions shall bedisposed of collectively pursuant to the provision of Article 235 of the Companies Act, and theproceeds from the disposal will be distributed to the relevant shareholders in proportion to thefractions attributed to them.
3. Effective date of the share consolidation
October 1, 2017
4. Total number of authorized shares as of the effective date96 million shares
Pursuant to the provision of Article 182, Paragraph 2 of the Companies Act, the provisions of
the Company’s Articles of Incorporation pertaining to the total number of authorized shares will
be deemed to have been amended as of the effective date of the consolidation of shares.
[Reference]
Should the proposal be approved as is, the Company’s Articles of Incorporation will bepartially amended as follows as of October 1, 2017.
(Proposed amendments are underlined.)Current

Proposed amendment

Article 6. The total number of authorized shares of
the Company shall be 480,376,000shares.

Article 6.

The total number of authorized shares of
the Company shall be 96,000,000 shares.

Article 8. The share unit of the Company shallcomprise 1,000 shares.

Article 8.

The share unit of the Company shallcomprise 100 shares.

-3-

Proposal 3: Election of Seven (7) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
The term of office of all of the seven (7) current Directors (excluding Directors who are Audit andSupervisory Committee Members; the same applies hereinafter for Proposal 3) will expire at the conclusionof this General Meeting of Shareholders. Accordingly, the election of seven (7) Directors is proposed.
As regards this proposal, the Audit and Supervisory Committee has expressed the opinion that thecandidates are appropriate as Directors of the Company.
The candidates are as follows:No.

1Name(Date of birth)

Takanori Okumura(March 15, 1962)

Career summary, positions, responsibilities
and significant concurrent positions
April 1986
May 1994
June 1994
December 1995
April 2001
April 2001
December 2001
April 1977April 2003
April 2006
October 2008

2Seiichi Fujioka(June 1, 1952)

April 2009

April 2010
April 2010
June 2010
June 2012
April 2015
April 1979
March 2004
April 2006
April 2007
3Yuichi Mizuno(July 22, 1953)

October 2008
June 2010
April 2014
April 2014
April 2015

Joined the Company
Deputy General Manager of Kansai Branch OfficeDirector
General Manager of Marketing & Sales Department, Tokyo
Branch Office
Managing Director
In charge of Marketing & Sales
President and Representative Director (current position)
Joined the Company
General Manager of Building Management Department, Kansai
Branch Office
General Manager of Building Department, TechnologyHeadquarters
General Manager of Building Department, Construction
Headquarters
Assistant General Manager of Building Business Department andGeneral Manager of Building Department, Construction
Headquarters
Executive Officer
General Manager of Building Headquarters (current position)
Director and Executive Officer
Director and Managing Executive Officer
Director and Senior Managing Executive Officer (currentposition)
Joined the Company
General Manager of Civil Engineering Works Department,
Nagoya Branch
General 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 chargeof Civil Engineering Business)
Director and Executive Officer
Director and Managing Executive Officer
General Manager of East Japan Branch Office (current position)
Director and Senior Managing Executive Officer (currentposition)-4-

Number ofshares of theCompany held

2,272,453

80,45158,574

No.

45Career summary, positions, responsibilities
and significant concurrent positions

Name(Date of birth)

Keiji Yamaguchi(October 10, 1952)* Yutaka Maruyama(January 10, 1953)

April 1976
October 2008
June 2010
June 2012
April 2014
June 2014
April 2016
April 1977
April 2012
June 2012
April 2016
April 2017April 1980
April 20096

* Kenji Kotera(March 18, 1956)

June 2013
June 2014
June 2016
April 2017
April 2017
April 1982
April 2004

7Atsushi Tanaka(June 5, 1959)

June 2014
June 2014
April 2017
April 2017

Joined the Company
General Manager of Kansai Branch, West Japan Branch Office
Executive Officer
Managing Executive Officer
General Manager of West Japan Branch Office (current position)
Director and Managing Executive Officer
Director and Senior Managing Executive Officer (currentposition)
Joined the Company
General Manager of Tokyo Branch, East Japan Branch Office
Executive Officer
Managing Executive Officer (current position)
General Manager of Building Marketing & Sales Headquarters(current position)
Joined the Company
Deputy General Manager of West Japan Branch Office (in chargeof Civil Engineering Business)
Executive Officer
Director and Executive Officer
Executive Officer
Managing Executive Officer (current position)
General Manager of Civil Engineering Headquarters (currentposition)
Joined the Company
General Manager of Finance & Accounting Department,
Administration Headquarters
Director and Executive Officer
Deputy General Manager of Administration Headquarters andGeneral Manager of Finance & Accounting Department
Director and Managing Executive Officer (current position)
General Manager of Administration Headquarters (currentposition)

Notes: 1. * indicates new candidates.
2. There are no special interests between each of the candidates and the Company.

-5-

Number ofshares of theCompany held

56,17953,71836,93930,869