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 11, 2020
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 83RD 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 83rd 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 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
Friday, June 26, 2020 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 the
83rd Fiscal Year (April 1, 2019 - March 31, 2020) 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 83rd Fiscal Year (April 1,
2019 - March 31, 2020)

Proposal 1: Appropriation of Surplus
Proposal 2: Partial Amendments to the Articles of Incorporation
Proposal 3: Election of Seven (7) Directors (Excluding Directors Who Are
Audit and Supervisory Committee Members)
Proposal 4: Election of Five (5) Directors Who Are Audit and Supervisory
Committee Members-1-Guide to Exercising Voting Rights
When Attending the General Meeting of Shareholders
Date and time of the General Meeting of Shareholders
Friday, June 26, 2020, 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. Thursday, June 25, 2020 (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
Thursday, June 25, 2020 at 5:15 p.m. (Japan time)・ Please access the voting rights exercise website, and enter your vote for or against the proposals by following
the guidance onscreen.
Voting rights exercise website: https://www.web54.net
・ Shareholders may use the voting rights exercise website for smartphones (“smart voting”).
Please refer to the next page for details.
●

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

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

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

Deadline for Exercise: Thursday, June 25, 2020 at 5:15 p.m. (Japan time)
Voting rights exercise website: https://www.web54.net
How to exercise voting rights with “smart voting”
By scanning the “smartphone voting website login QR code” printed on the enclosed Voting Rights Exercise
Form, you can access the voting rights exercise website without entering the “voting rights exercise code” and“password.”
You can exercise your voting rights ONLY ONCE with “smart voting.”
To change your vote after exercising your voting rights, it is required to enter the “voting rights exercise code”
and “password”.
* Connection fees to providers and telecommunications fees (telephone fees, etc.) to telecommunication carriersarising from using the voting rights exercise website shall be borne by the shareholder.
How to enter the voting rights exercise code and password
Steps to follow when using the voting rights exercise website:
Please access the voting rights exercise website and enter the “voting rights exercise code” printed on theenclosed Voting Rights Exercise Form. After logging in to the website, please enter the “password” and register
your vote for or against the proposals by following the guidance onscreen.

Inquiries concerning theexercise of voting rights via
the Internet

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

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 divided and the appropriation of
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¥102 per share of the Company’s common stock
Total amount: ¥3,858,496,188
The total annual dividend for the term will be ¥143 per share combined with theinterim dividend of ¥41.
(3) Effective date of distribution of surplus
June 29, 2020
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-¥5,500,000,000¥5,500,000,000

Proposal 2: Partial Amendments to the Articles of Incorporation
1. Reasons for the amendments
To add new businesses to the purpose of the Company in order to prepare for future businessdevelopment.
2. Details of the amendments
The details of the amendments are as follows.
(Proposed amendments are underlined.)
Current

Proposed amendment

Chapter I. General Provisions

Chapter I. General Provisions

Article 2. The purpose of the Company shall be toengage in the following businesses:
1. to 8.
(Omitted)
9. Forest products industry;

Article 2. The purpose of the Company shall be toengage in the following businesses:
1. to 8. (Unchanged)
9. Production, processing, research anddevelopment and sales ofagricultural products, forest
products, livestock products, fisheryproducts, and any businesses
incidental to the above;
10. to 13. (Unchanged)

10. to 13. (Omitted)-5-Proposal 3: Election of Seven (7) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
The term of office of all of the six (6) current Directors (excluding Directors who are Audit and Supervisory
Committee Members; the same applies hereinafter for Proposal 3) will expire at the conclusion of this General
Meeting of Shareholders. Accordingly, the election of seven (7) Directors is proposed.
As regards this proposal, the Audit and Supervisory Committee has expressed the opinion that thecandidates are appropriate as Directors of the Company.
The candidates are as follows:

No.

Name

Positions and responsibilities

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

1

Reelection

Takanori Okumura

2

Reelection

Yuichi Mizuno

3

Reelection

Kenji Kotera

4

Reelection

Atsushi Tanaka

5

Reelection

Hiromu Miyazaki

6

New election

Toru Osumi

Managing Executive Officer
General Manager of West Japan Branch Office—7

New election

Masahiro Kaneshige

Managing Executive Officer
General Manager of East Japan Branch Office—

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

-6-

100%
(13 times / 13 times)
100%(13 times / 13 times)
100%(13 times / 13 times)
100%(10 times / 10 times)

No.

1 Takanori Okumura(March 15, 1962)

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

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

the Company held

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

April 2001
April 2001
December 2001

Managing Director
In charge of Marketing &Sales
President andRepresentative Director(current position)

463,258 shares● Attendance atmeetings of theBoard of Directors
100% (13/13)

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
16,865 shares

April 2007

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

October 2008

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

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

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

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

-7-

No.

3 Kenji Kotera(March 18, 1956)

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

April 1980
April 2009

● Number of shares ofJune 2013
June 2014

the Company held
11,098 shares● Attendance atmeetings of theBoard of Directors
100% (13/13)

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

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

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
10,956 shares● Attendance atmeetings of theBoard of Directors
100% (13/13)

June 2014

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

April 2017
April 2017

June 2017

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

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

-8-

No.

5 Hiromu Miyazaki(May 8, 1955)

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

April 1978
November 2012

April 2015

Joined the Company
Deputy General Manager
of West Japan Branch
Office (in charge of
Building Business)
Executive Officer

April 2019
April 2019
June 2019● Number of shares of

the Company held
8,340 shares● Attendance atmeetings of theBoard of Directors
100% (10/10)

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
Hiromu Miyazaki has served in positions including Deputy General Manager of West Japan
Branch Office 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.

6 Toru Osumi(February 3, 1958)

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

April 1981
March 2013

● Number of shares of

the Company held
5,892 shares

April 2017

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

January 2018
April 2020
April 2020

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

-9-

No.

7 Masahiro Kaneshige(March 8, 1966)

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

April 1988
April 2015

● Number of shares of

the Company held
4,971 shares

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

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

Notes: 1. There are no special interests between each of the candidates and the Company.
2. The attendance at meetings of the Board of Directors of Hiromu Miyazaki is shown only at meetings of the Board of
Directors held after his election as Director at the 82nd Annual General Meeting of Shareholders held on June 27, 2019.

- 10 -

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.

1

Name

Reelection
OutsideIndependent

Positions and responsibilities

Tetsuo Kodera

2

Reelection

3

Reelection
OutsideIndependent

4

Reelection
OutsideIndependent

Hideshi Nio

5

New election
OutsideIndependent

Kenji Nishihara

Harumitsu Yoshimura

Hiroyo Yashiro

Director (Audit and Supervisory
Committee Member)

Attendance at meetings of theBoard of Directors and the Audit
and Supervisory Committee(number of times attended /number of meetings)
Board of Directors
100%(13 times / 13 times)
Audit and Supervisory
100%
Committee(14 times / 14 times)

Director (Full-time Audit and Supervisory
Committee Member)

Board of Directors
100%(13 times / 13 times)
Audit and Supervisory
100%
Committee(14 times / 14 times)

Director (Audit and Supervisory
Committee Member)

Board of Directors
100%(13 times / 13 times)
Audit and Supervisory
100%
Committee(14 times / 14 times)

Director (Audit and Supervisory
Committee Member)

Board of Directors
100%(13 times / 13 times)
Audit and Supervisory
100%
Committee(14 times / 14 times)—- 11 -—

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 ofNovember 2015

the Company held

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

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

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

Reason for Nomination as a Candidate for Outside Director
Tetsuo Kodera possesses excellent expertise on law, which is judged to be beneficial to ensuring
the legality of the business execution of the Company, and therefore he is nominated as a
candidate.

● Attendance atmeetings of the Audit
and Supervisory
Committee
100% (14/14)
No.

2 Harumitsu Yoshimura(March 14, 1957)

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

April 1981
July 2011
April 2017

Joined the Company
General Manager of Audit
OfficeGeneral Manager incharge of Internal Control

June 2018

Director (Full-time Audit
and Supervisory Committee
Member) (current position)● Number of shares of

the Company held
9,778 shares● Attendance atmeetings of theBoard of Directors
100% (13/13)

Reason for Nomination as a Candidate for Director
Harumitsu Yoshimura possesses considerable insight regarding finance and accounting throughhis experience over many years in accounting-related departments, in addition to a deep
knowledge of the Company’s operations, and therefore he is nominated as a candidate.

● Attendance atmeetings of the Audit
and Supervisory
Committee
100% (14/14)- 12 -

No.

3

Hiroyo Yashiro(April 10, 1954)

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

April 1984
April 2001

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

June 2016

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

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

Reason for Nomination as a Candidate for Outside Director
Hiroyo Yashiro possesses excellent expertise on law, which is judged to be beneficial toensuring the legality of the business execution of the Company, and therefore she is nominated asa candidate.

● Attendance atmeetings of the Audit
and Supervisory
Committee
100% (14/14)
No.

4Hideshi Nio(February 6, 1953)

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

July 2012
August 2013
September 2013
● Number of shares of

the Company held

General Manager of Kita
Tax Office, Osaka
Regional Taxation Bureau
Registered as certified
public tax accountant
Established Nio Tax
Accountant Office(current position)

June 2018

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

1,000 shares● Attendance atmeetings of theBoard of Directors
100% (13/13)

Reason for Nomination as a Candidate for Outside Director
Hideshi Nio possesses excellent expertise on tax affairs, which is judged to be beneficial toensuring the appropriateness of the business execution of the Company, and therefore he isnominated as a candidate.

● Attendance atmeetings of the Audit
and Supervisory
Committee
100% (14/14)- 13 -

No.

5

Kenji Nishihara(July 19, 1956)

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

March 1985
August 1998

Registered as certified
public accountant
Representative Partner ofCentury Audit Corporation(currently Ernst & Young
ShinNihon LLC)

July 2019

Established Nishihara CPA
Office (current position)● Number of shares of

the Company held
600 shares
Reason for Nomination as a Candidate for Outside Director
Kenji Nishihara possesses excellent expertise on accounting, which is judged to be beneficial
to ensuring the appropriateness of the business execution of the Company, and therefore he isnominated as a candidate.

Notes: 1. There are no special interests between each of the candidates and the Company.
2. Tetsuo Kodera, Hiroyo Yashiro, Hideshi Nio and Kenji Nishihara are candidates for Outside Director.
3. Tetsuo Kodera, Hiroyo Yashiro and Hideshi Nio are Independent Directors as set forth in the rules of the Tokyo Stock
Exchange and have been filed accordingly.
Kenji Nishihara is a candidate for Independent Director as set forth in the rules of the Tokyo Stock Exchange.
4. Although Tetsuo Kodera has not been engaged in corporate management other than by serving as an outside director oran outside corporate auditor, he has engaged in the practice of corporate legal affairs as an attorney-at-law and has deep
insight into corporate management. Therefore, it is judged that he will be able to perform the duties of an Outside Director
who is an Audit and Supervisory Committee Member in an appropriate manner.
Although Hiroyo Yashiro has not been engaged in corporate management other than by serving as an outside director oran outside corporate auditor, she has engaged in the practice of corporate legal affairs as an attorney-at-law and has deep
insight into corporate management. Therefore, it is judged that she will be able to perform the duties of an Outside
Director who is an Audit and Supervisory Committee Member in an appropriate manner.
Although Hideshi Nio has not been engaged in corporate management other than by serving as an outside director or an
outside corporate auditor, he has engaged in the practice of corporate accounting as a certified public tax accountant andhas deep insight into corporate management. Therefore, it is judged that he will be able to perform the duties of an
Outside Director who is an Audit and Supervisory Committee Member in an appropriate manner.
Although Kenji Nishihara has not been engaged in corporate management other than by serving as an outside director
or an outside corporate auditor, he has engaged in the practice of corporate accounting as a certified public accountant
and has deep insight into corporate management. Therefore, it is judged that he will be able to perform the duties of an
Outside Director who is an Audit and Supervisory Committee Member in an appropriate manner.
5. Tetsuo Kodera 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.
Hiroyo Yashiro 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.
Hideshi Nio 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 limited liability agreement with eachcandidate to ensure that a Director who does not execute business can fully perform his or her expected roles.
An overview of said agreement is as follows.
If a Director who does not execute business neglects his/her duties, he/she shall be liable to the Company fordamages arising as a result thereof to the extent of the minimum liability amount provided in Article 425, Paragraph
1 of the Companies Act.
The above exemption from liability shall apply if the relevant Directors have acted in good faith and without grossnegligence in performing their duties.
The Company is under the same agreement for limitation of liability with Tetsuo Kodera, Harumitsu Yoshimura, Hiroyo
Yashiro and Hideshi Nio.

- 14 -

Reference: Composition of the Board of Directors
If Proposal 3 and Proposal 4 are approved as originally proposed, the composition of the Company’s Boardof Directors will be as follows:
Position

Name

Responsibilities

President andRepresentative Director

Takanori Okumura

Director

Yuichi Mizuno

Executive Vice President
General Manager of Marketing& Sales Headquarters

Director

Kenji Kotera

Managing Executive Officer
General Manager of Civil
Engineering Headquarters

Representative Director

Atsushi Tanaka

Managing Executive Officer
General Manager of
Administration Headquarters

Director

Hiromu Miyazaki

Managing Executive Officer
General Manager of Building
Headquarters

Director

Toru Osumi

Managing Executive Officer
General Manager of West Japan
Branch OfficeDirector

Masahiro Kaneshige

Managing Executive Officer
General Manager of East Japan
Branch OfficeSignificant concurrent positions

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

Outside Director(Audit and Supervisory
Committee Member)

Tetsuo Kodera

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

Outside Director(Audit and Supervisory
Committee Member)

Hiroyo Yashiro

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

Hideshi Nio

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

Kenji Nishihara

Certified public accountant(Representative of Nishihara CPA
Office)- 15 -