Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 1821)
June 6, 2019
To Shareholders with Voting Rights:
Hideo Arai
Representative Director,
President
Sumitomo Mitsui Construction Co., Ltd.
2-1-6, Tsukuda, Chuo-ku, Tokyo, JapanNOTICE OF
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 16th Annual General Meeting of Shareholders of Sumitomo Mitsui
Construction Co., Ltd. (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing by submitting the
Voting Rights Exercise Form, or via the Internet, etc. Please review the attached Reference Documents for the
General Meeting of Shareholders and exercise your voting rights by 5:45 p.m. on Wednesday, June 26, 2019,Japan time.
1. Date and Time:Thursday, June 27, 2019 at 10:00 a.m. Japan time

2. Place:

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

3. Meeting Agenda:
Matters to be reported: 1. The Business, the Consolidated Financial Statements for the Company’s 16th
Fiscal Year (April 1, 2018 - March 31, 2019) and results of audits by the
Accounting Auditor and the Audit & Supervisory Board of the Consolidated
Financial Statements
2. The Non-consolidated Financial Statements for the Company’s 16th Fiscal
Year (April 1, 2018 - March 31, 2019)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of 9 Directors
Proposal 2:
Election of 1 Audit & Supervisory Board Member
Proposal 3:
Revision of Remuneration for Directors
Proposal 4:
Revision of Remuneration for Audit & Supervisory Board Members
Proposal 5:

-1-

●

●
●

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

-2-

Instructions on Exercising Voting Rights
For Those Attending the General Meeting of Shareholders
Date and time of the Meeting: Thursday, June 27, 2019, at 10:00 a.m.
Please hand in the enclosed Voting Rights Exercise Form at the reception desk on arrival at the Meeting.
In addition, please bring this booklet for reference at the meeting.
▪ If exercising voting rights via proxy, one (1) other shareholder with voting rights may attend the General Meeting of
Shareholders as your proxy. In this case, please submit documentation to the Company proving the right to represent,such as the power of attorney. (Non-shareholding proxies, accompanying persons or anyone else who is not ashareholder may not attend the General Meeting of Shareholders.)

For Those Not Attending the General Meeting of Shareholders
Deadline for exercising voting rights: Wednesday, June 26, 2019, 5:45 p.m.
By MailPlease indicate whether you approve or disapprove of each proposal on the enclosed Voting Rights
Exercise Form and return by mail.
By the Internet
Please indicate whether you approve or disapprove of each proposal on the voting rights exercise website
designated by the Company:
https://www.web54.net/
Please see page 4 for details.
If exercising voting rights by mobile phone or smartphone, etc., it is also
possible to use a barcode reader to scan the “QR Code®” shown to the rightto access the voting rights exercise website.
(QR Code is a registered trademark of DENSO WAVE CORPORATION)▪ If there is no indication of approval or disapproval for each proposal on the Voting Rights Exercise Form, it shall bedeemed as an indication of approval.
▪ If you exercise your voting rights twice, such as by writing and Internet, etc., only the later vote arriving at the Company
will be considered a valid exercise of voting rights, and if they arrive on the same day, the vote cast through the Internet,
etc., will be deemed valid.
▪ If you exercise your voting rights multiple times via the Internet, etc., only the latest vote shall be deemed valid.

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

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

-4-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:
Appropriation of Surplus
Concerning the appropriation of surplus, the Company proposes the following.
 Matters concerning year-end dividends
The Company, seeks to strengthen its financial standing and increase its internal reserves in
preparation for future business expansion while maintaining a stable dividend policy, and determines
dividend distribution by taking comprehensive account of trends in business results as well as the future
management environment.
Based on the above policy, upon consideration of the financial contents, business results, and future
management initiatives, etc., for the 16th fiscal year, for year-end dividends for the 16th fiscal year, theCompany proposes the following.
(1) Dividend asset typeCash(2) Matters concerning distribution of dividends to shareholders and the total amount
Based on comprehensively taking into consideration the achievement of performance exceeding thebudget for fiscal 2018, and the future business prospects and business plan, the Company proposes a
year-end dividend of 24 yen per share, an increase of 6 yen compared with the dividend of theprevious fiscal year (equivalent amount of 18 yen).
In this case, the total amount of dividend will be 3,853,896,408 yen.
(3) Date on which the dividend of surplus becomes effective
June 28, 2019-5-

Proposal 2:

Election of 9 Directors

The terms of office of all Directors (9 persons) will expire at the end of this Annual General Meeting of
Shareholders. Accordingly, the election of 9 Directors is proposed.
The candidates are as follows. From the viewpoint that the Company is a comprehensive construction
company mainly in the civil engineering business and building construction business in Japan and overseas, theCompany sets a basic policy to form a well-balanced Board of Directors comprising persons with adequate
knowledge regarding both businesses, as well as persons with expertise in governance, fund procurement, andcorporate management in consideration of diversity such as gender equality and internationality. The candidates
are determined at the Board of Directors upon consideration of the results of deliberations at the Nomination
and Compensation Advisory Committee, which serves as advisory bodies to the Board of Directors.
Furthermore, if this Proposal and Proposal 3 are approved as proposed and the candidates assume thepositions of Directors or Audit & Supervisory Board Members, respectively, six (6) of the total number offourteen (14) Directors and Audit & Supervisory Board Members shall be Independent Directors or
Independent Auditors as stipulated in Article 436-2 of the Securities Listing Regulations of the Tokyo Stock
Exchange.

No.

Name

Position1

Reappointment

Hideo
Arai

Representative
Director, President

2

Reappointment

Yoshitaka
Mimori3

Reappointment

Kunio
HanatoRepresentative
Director, Executive
Vice President
Representative
Director, Executive
Vice President

4

Reappointment

Shoji
Kimijima

Representative
Director, Executive
Vice President

5

Reappointment

Hiroshi
Mashiko6

New Candidate

Shigetoshi
Kondo

Director, Senior
Managing
Executive Officer
Senior Managing
Executive Officer

7

Reappointment

Sakio
Sasamoto

8

9

New Candidate

New Candidate

Jun
Sugie
Tamao
Hosokawa

External

Director

Independent
Director
External
Independent
Director
External
Independent
Director-6-

Responsibilities

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

Attendanceat Board of
Directors
Meetings
100%(15 out of
15 times)100%(15 out of
15 times)100%(12 out of
12 times)100%(15 out of
15 times)100%(12 out of
12 times)

Division Director, Corporate Planning
Department, Affiliated Business
Department, and Sustainability
Promotion Department
Deputy Division Director,
Construction IT Design Department100%(15 out of
15 times)

No.

Name
(Date of birth)

Hideo Arai
(January 11, 1955)[Reappointment]

1

2

3

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

Number ofshares of theCompany held

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

22,433
Attendance at Board of
April 2010
Directors Meetings
during fiscal 2018:
April 201115 out of 15 times
June 2012(100%)
April 2013
April 2015
Reasons for selection as a candidate for Director
Since joining the Company, Mr. Hideo Arai has accumulated a wealth of experience from serving important posts in the civilengineering section, and is currently working to strengthen corporate governance and further enrich the management structure.
Based on the fact that he has been adequately fulfilling his responsibilities as top manager, the Company has judged it appropriate
to renominate him as a candidate for Director.
Joined Sumitomo Construction Co., Ltd.
April 1979
General Manager, Building Construction Department, Building
January 2000
Yoshitaka Mimori
Construction Administration Department, Tokyo Branch(March 12, 1956)
General Manager, Building Construction Department, Building
April 2003
Construction Administration Department, Tokyo Building[Reappointment]
Construction Branch of the Company
Executive Officer
April 201115,234
Attendance at Board of April 2013
Managing Executive Officer
Directors Meetings
Senior Managing Executive Officer
April 2015
during fiscal 2018:
Director
June 201515 out of 15 times
Division Director, Building Construction Division (to present)
April 2016
(100%)
Representative Director (to present), Executive Vice President (toApril 2018present)
Reasons for selection as a candidate for Director
Since joining the Company, Mr. Yoshitaka Mimori has accumulated a wealth of experience from serving important posts in thebuilding construction section, and currently, he is adequately fulfilling his responsibilities as Division Director of Building
Construction Division. Therefore, the Company has judged it appropriate to renominate him as a candidate for Director.
Joined Mitsui Construction Co., Ltd.
April 1974
General Manager, Building Construction Department, Yokohama
January 2002
BranchGeneral Manager, Building Engineering Department
General Manager, Building Construction Department, Yokohama
Kunio Hanato
April 2003
Branch(May 6, 1955)
General Manager, Construction Department II, Building
Construction Administration Department, Tokyo Metropolitan[Reappointment]
District Housing Construction Business Department of the Company
Executive Officer
October 201213,137
Attendance at Board of April 2015
Managing Executive Officer
Directors Meetings
General Manager, Tokyo Building Construction Branchduring fiscal 2018:
Senior Managing Executive Officer
April 201712 out of 12 times
Executive Vice President (to present)
April 2018
(100%)
Representative Director (to present)
June 2018
In charge of Safety, Environment & Production Management
April 2019
Division (to present)
Division Director, Safety, Environment & Production Management
Division (to present)
Reasons for selection as a candidate for Director
Since joining the Company, Mr. Kunio Hanato has accumulated a wealth of experience from serving important posts in thebuilding construction section, and currently, he is adequately fulfilling his responsibilities as the director in charge of Safety,
Environment & Production Management Division. Therefore, the Company has judged it appropriate to renominate him as a
candidate for Director.

-7-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

Joined Sumitomo Construction Co., Ltd.
General Manager, General Affairs Department, Administration
Division
General Manager, General Affairs Department, Global Business
April 2003
Shoji Kimijima
Department of the Company(July 29, 1955)
Executive Officer
April 2011
Division Director, Secretariat (to present)
April 2012
[Reappointment]
Managing Executive Officer
April 2013
Division Director, Public Relations Office (to present)
14,316
Division Director, Administration Division
Attendance at Board of
Director
June 2013
Directors Meetings
Senior Managing Executive Officer
April 2016
during fiscal 2018:
Representative Director (to present)
April 201915 out of 15 times
Executive Vice President (to present)(100%)In charge of Corporate Planning, Affiliated Business, Administration
Division, Business Innovation & Incubation Division, and Global
Division (to present)
Division Director, Audit Department (to present)
Reasons for selection as a candidate for Director
Since joining the Company, Mr. Shoji Kimijima has accumulated a wealth of experience from serving important posts in thecorporate administration section, and currently, he is adequately fulfilling his responsibilities as the director in charge of corporate
administration section, global section, and business innovation & incubation section. Therefore, the Company has judged it
appropriate to renominate him as a candidate for Director.
Joined Sumitomo Construction Co., Ltd.
April 1979
Hiroshi Mashiko
Civil Engineering Works Site, Kyusyu Branch of the Company
April 2003
(March 12, 1956)
General Manager, Civil Engineering Technical Consulting
April 2007
Department, Civil Engineering Administration Division[Reappointment]
General Manager, Tohoku Branch
April 2010
13,147
Executive Officer
April
2012
Attendance at Board ofManaging Executive Officer
April 2013
Directors Meetings
Senior Managing Executive Officer (to present)
April
2015
during fiscal 2018:
Division Director, Civil Engineering Division (to present)
12 out of 12 times
Director (to present)
June 2018(100%)
April 1979
June 1999

4

5

6

Reasons for selection as a candidate for Director
Since joining the Company, Mr. Hiroshi Mashiko has accumulated a wealth of experience from serving important posts in thecivil engineering section, and currently, he is adequately fulfilling his responsibilities as Division Director of Civil Engineering
Division. Therefore, the Company has judged it appropriate to renominate him as a candidate for Director.
Joined The Sumitomo Bank, Limited
April 1988
Senior Credit Officer, Credit Dept.1, Middle Market Banking Unit,
April 2010
Sumitomo Mitsui Banking Corporation
Deputy General Manager, Asakusabashi Corporate Business Office
April 2013
General Manager, Nagoya Corporate Solution Center
April 2015
General Manager, Strategic Corporate Business Dept.
Senior General Manager
April 2017
Shigetoshi Kondo
Senior Manager, Corporate Planning Department and Affiliated(December 24, 1965)
Business Department of the Company
3,253Managing Executive Officer
April 2018
[New Candidate]
General Manager, Corporate Planning Department
Senior Managing Executive Officer (to present)
April 2019
Division Director, Corporate Planning Department, AffiliatedBusiness Department, and Sustainability Promotion Department (topresent)
Deputy Division Director, Construction IT Design Department (topresent)
Reasons for selection as a candidate for Director
Mr. Shigetoshi Kondo has accumulated a wealth of experience regarding business analysis and management decision through his
career at banks, and currently, he is adequately fulfilling his responsibilities as Division Director of Corporate Planning
Department, Affiliated Business Department, and Sustainability Promotion Department of the Company. Therefore, the Company
has judged it appropriate to nominate him as a candidate for Director.

-8-

Name
(Date of birth)

No.

Past experience, positions, responsibilities
and significant concurrent positions

April 1974
Sakio Sasamoto(December 24, 1950) December 1999
April 2001
[Reappointment]
April 2003
[Candidate for External
April 2005
Director][Candidate for
Independent Director] August 2005
April 2008
Attendance at Board of June 2009
Directors Meetings
during fiscal 2018:15 out of 15 times(100%)
1.

7

2.

3.

4.

June 2012
June 2016

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

Number ofshares of theCompany held

0

Reasons for selection as candidate for External Director
1) Mr. Sakio Sasamoto is a candidate for External Director as stipulated by Item 7 for Clause 3 of Article 2, of theOrdinance for Enforcement of the Companies Act.
2) Mr. Sakio Sasamoto has been selected as a candidate for External Director as the Company wishes to have him continue
to exercise his wide range of experience regarding management of the Company. Furthermore, during his tenure as
External Director, he has been adequately fulfilling his responsibilities as Director of the Company, and as stated in (4.
Matters regarding Corporate Officers (4) Matters regarding External Officers 2) Main Activities for the Fiscal Year
Under Review) of the Business Report for the 16th fiscal year (available in Japanese only), he is appropriately fulfilling
his responsibilities during the fiscal year under review as well. Therefore, the Company has judged that he will continue
to appropriately fulfill the responsibilities of External Director.
Independence qualification of candidate for External Director
Mr. Sakio Sasamoto has served for many years at JFE Holdings Group, which has transactional relationships with theCompany, and the amount of business between the Group and the said group is less than 1% of annual consolidated net salesof the Group and the said group, on average over the most recent three years. The Company has judged that he does not haveany conflicts of interest with general shareholders and possesses adequate independence, and has thereby registered him as an
Independent Director with the Tokyo Stock Exchange, as stipulated in Article 436-2 of the Securities Listing Regulations. If
he is reelected as Director and appointed External Director, the Company plans to maintain his registration as an Independent
Director.
Liability limitation agreements
An agreement to limit liability of Clause 1 of Article 423 of the Companies Act has been concluded between Mr. Sakio
Sasamoto and the Company, and the ceiling of the indemnity based on fore mentioned agreement shall be the minimum
amount stipulated by laws and regulations. If he is reelected as Director and appointed External Director, the Company plansto keep the above liability limitation agreement.
Number of years since the candidate for External Director assumed office as External Director of the Company
The term of retention of Mr. Sakio Sasamoto as External Director will be three (3) years at the close of this General Meeting.

-9-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1979
July 2007

8

Number ofshares of theCompany held

Joined former Ministry of Finance
Deputy Commissioner, Large Enterprise Examination and Criminal
Investigation Department, National Tax Agency
July 2008
Regional Commissioner, Kantoshinetsu Regional Taxation Bureau
July 2009
Deputy Commissioner (International Affairs), Commissioner's
Secretariat, National Tax Agency
Jun Sugie
July 2011
Regional Commissioner, Tokyo Reginal Taxation Bureau(June 23, 1956)
December 2012
Deputy Director-General, Japan Securities Depository Center,
Incorporated
June 2014
Managing Director, Japan Securities Depository Center,[New Candidate]0
Incorporated[Candidate for ExternalManaging
Director,
JASDECDVP
Clearing
Corporation
Director]
July 2015
Senior Executive Officer, Japan Securities Depository Center,[Candidate forIncorporated
Independent Director]
May 2017
Outside Director, IDOM Inc. (to present)
April 2018
Vice Chairman and Executive Director, The Investment Trusts
Association, Japan (to present)[Significant concurrent positions]・ Outside Director, IDOM Inc.
・ Vice Chairman and Executive Director, The Investment Trusts Association, Japan
1. Reasons and backgrounds for selection as candidate for External Director
1) Mr. Jun Sugie is a candidate for External Director as stipulated by Item 7 for Clause 3 of Article 2, of the Ordinance for
Enforcement of the Companies Act.
2) Mr. Jun Sugie has served in various positions including important posts in the National Tax Agency, Director of Japan
Securities Depository Center, Incorporated and Outside Director of IDOM Inc. The Company wishes to have him
exercise his sophisticated expertise in taxation and wide range of management experience and insights to reflect in afurther enhancement of supervisory functions and overall management of the Company. Therefore, he has been selected
as a candidate for External Director as the Company.
3) IDOM Inc., where Mr. Jun Sugie serves as Outside Director, received an order for action from the Consumer Affairs
Agency in December 2017 for allegedly conducting misleading representations which fall under Item 2 for Article 5 of
the Act against Unjustifiable Premiums and Misleading Representations and are prohibited by the provisions of the same
Article. Although he had not known the fact until it was revealed, he constantly made recommendations regarding
compliance to IDOM Inc. After the fact was revealed, he received detailed information about the conduct in question
from Directors and employees, identified points for improvement, and examined measures such as strengthening
in-house investigative systems for advertisements and preventive measures including legal training within IDOM Inc.
2. Independence qualification of candidate for External Director
In view of the fact that no transactions exist between the Company and IDOM Inc. and The Investment Trusts Association,
where Mr. Jun Sugie concurrently serves, the Company has judged that he does not have any potential conflicts of interest
with general shareholders and possesses adequate independence qualification. Therefore, he will be an Independent Director
as stipulated in Article 436-2 of the Securities Listing Regulations of the Tokyo Stock Exchange, if he is elected as Director
and assumes the office of External Director.
3. Liability limitation agreements
To promote recruitment of superior personnel to serve as External Director, the Company defines in its Articles ofIncorporation that it can conclude agreements which limit liability of directors (except for Executive Director, etc.) toward
the Company with the directors. Based on the above, if Mr. Jun Sugie is elected as Director and assumes the office ofExternal Director, the Company plans to conclude the agreement to limit liability for damages under Clause 1 of Article 423of the Companies Act with him, and the ceiling of the indemnity based on the said agreement shall be the minimum amountstipulated by laws and regulations.

- 10 -

No.

9

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

May 1993
Became a freelance journalist
September
1995
Radio
personality, Radio Nippon Co. LTD. (to present)
Tamao Hosokawa
October 2003
Member of the Shinagawa Ward Board of Education(July 12, 1968)
April 2004
Part-time lecturer (modern politics), Seisa University (to present)
January 2016
Director, Chiba Institute of Technology (to present)[New Candidate]June 2017
Director, Japan Institute for National Fundamentals (to present)0[Candidate for External [Significant concurrent positions]
Director]
・ Radio personality, Radio Nippon Co. LTD.
[Candidate for・ Part-time lecturer (modern politics), Seisa University
Independent Director] ・ Director, Chiba Institute of Technology
・ Director, Japan Institute for National Fundamentals
1. Reasons and backgrounds for selection as candidate for External Director
1) Ms. Tamao Hosokawa is a candidate for External Director as stipulated by Item 7 for Clause 3 of Article 2, of theOrdinance for Enforcement of the Companies Act.
2) Ms. Tamao Hosokawa has accumulated a wealth of experience as journalist. The Company wishes her selection asExternal Director, expecting her objective point of view and broad knowledge to be reflected in the Company’s
management. For the above reason, the Company has judged that she will appropriately fulfill the responsibilities ofExternal Director.
2. Independence qualification of candidate for External Director
Ms. Tamao Hosokawa has assumed the office of a Director of Chiba Institute of Technology, which has transactional
relationships with the Company, and the amount of business between the Group and the said institute is less than 1% ofannual consolidated net sales of the Group, on average over the most recent three years. The Company has judged that she
does not have any potential conflicts of interest with general shareholders and possesses adequate independence, and she will
be an Independent Director as stipulated in Article 436-2 of the Securities Listing Regulations of the Tokyo Stock Exchange,
if she is elected as Director and assumes the office of External Director.
3. Liability limitation agreements
To promote recruitment of superior personnel to serve as External Director, the Company defines in its Articles ofIncorporation that it can conclude agreements which limit liability of directors (except for Executive Director, etc.) toward
the Company with the directors. Based on the above, if Ms. Tamao Hosokawa is elected as Director and assumes the officeof External Director, the Company plans to conclude the agreement to limit liability for damages under Clause 1 of Article
423 of the Companies Act with her, and the ceiling of the indemnity based on the said agreement shall be the minimum
amount stipulated by laws and regulations
4. Ms. Tamao Hosokawa’s legal name in the family register is Tamao Katahira.
(Note) There are no special interests between each candidate and the Company.

- 11 -

Proposal 3:

Election of 1 Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member, Mr. Masashi Nozaki, will expire at theconclusion of this Annual General Meeting of Shareholders. Accordingly, the election of 1 Audit &Supervisory Board Member is proposed.
In addition, this proposal has been determined at the Board of Directors upon consideration of the resultsof deliberations at the Nomination and Compensation Advisory Committee.
The Audit & Supervisory Board has previously given its approval to this proposal.
The candidate is as follows:
Name(Date of birth)

Past experience, positions
and significant concurrent positions
April 1980
June 2001
April 2003

Hisato Tokunaga(October 13, 1956)

April 2004
April 2006

[New Candidate]
April 2015
June 2016
April 2019

Joined Mitsui Construction Co., Ltd.
General Manager, Treasury Office, Treasury Management
Department
Deputy General Manager, Treasury Department, Treasury
Management Department of the Company
General Manager, Intensive Business Support Center,
Administration Division
General Manager, Treasury Department, Corporate Planning &Administration Division
General Manager, Affiliated Business Department
Representative Director and President, Cosmoplanning Co., Ltd.
(to present; scheduled to retire in June 2019)
Affiliated Business Department of the Company (to present;scheduled to retire in June 2019)

Number ofshares of theCompany held549

1. Reasons for selection as a candidate for Audit & Supervisory Board Member
Since joining the Company, Mr. Hisato Tokunaga has accumulated a wealth of experience in the accounting and treasury
section, and made a major contribution to strengthening internal control and governance in the Company's affiliates as
General Manager of Affiliated Business Department. Therefore, the Company has judged it appropriate to nominate him as a
candidate for Audit & Supervisory Board Member.
2. Liability limitation agreements
To promote recruitment of superior personnel to serve as Audit & Supervisory Board Member of the Company, the Company
defines in its Articles of Incorporation that it can conclude agreements to limit liability of Audit & Supervisory Board
Members toward the Company. Based on the above, if Mr. Hisato Tokunaga is elected and assumes the office of Audit &Supervisory Board Member, the Company plans to conclude the agreement to limit liability for damages under Clause 1 of
Article 423 of the Companies Act with him, and the ceiling of the indemnity based on the said agreement shall be theminimum amount stipulated by laws and regulations.
(Note) There are no special interests between the candidate and the Company.

- 12 -

Proposal 4:

Revision of Remuneration for Directors

The amount of monetary compensation and other benefits for Directors of the Company was approved at
the 85th Annual General Meeting of Shareholders of the Company (formerly Mitsui Construction Co., Ltd.)
held on June 28, 2001 as within the limit of 25 million yen per month (not including employee portions
payable to Directors who serve concurrently as employees).
However, taking into account matters such as subsequent changes in economic conditions, the necessity of
securing human resources for future enhancement of corporate governance and revisions to the executive
compensation system, and other relevant circumstances, the Company proposes the revision of
remuneration for Directors to within 450 million yen per year (within 80 million yen for External
Directors).
Remuneration for Directors includes employee portions payable to Directors who serve concurrently as
employees.
While there are currently nine (9) Directors (of which two (2) are External Directors), there will be nine(9) Directors (of which three (3) are External Directors) if Proposal 2 is approved as originally proposed.

- 13 -

Proposal 5:

Revision of Remuneration for Audit & Supervisory Board Members

The amount of compensation for Audit & Supervisory Board Members of the Company was approved at
the Extraordinary General Meeting of Shareholders of the Company (formerly Mitsui Construction Co.,
Ltd.) held on February 14, 2003 as within the limit of 6 million yen per month. However, taking into
account matters such as subsequent changes in economic conditions, the necessity of securing humanresources to enhance future corporate governance, and other relevant circumstances, the Company proposes
the revision of remuneration for Audit & Supervisory Board Members to within 108 million yen per year.
While there are currently five (5) Audit & Supervisory Board Members (of which three (3) are External
Audit & Supervisory Board Members), there will be five (5) Audit & Supervisory Board Members (ofwhich three (3) are External Audit & Supervisory Board Members) if Proposal 3 is approved as originallyproposed.
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