This document has been translated from a part of the Japanese original for reference purposes only. In the eventof 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 other forms of damages
arising from the translation.

(Securities code: 1929)
June 5, 2024
(The measures for electronic provision started on: May 30, 2024)
To Shareholders with Voting Rights
Yasuo Wada
President & Representative Director
NITTOC CONSTRUCTION CO., LTD.
3-10-6, Higashi-Nihonbashi, Chuo-ku,
Tokyo, Japan

Notice of the 77th Annual Shareholders’ Meeting
We hereby notify you that the 77th Annual Shareholders’ Meeting (the “Meeting”) of NITTOCCONSTRUCTION CO., LTD. (the “Company”) will be held for the purposes as described below.
In convening the Meeting, the Company has taken the measures for electronic provision of the information
included in the Reference Documents for the Shareholders’ Meeting, etc. (the “matters to be provided
electronically”). Please review this information by accessing the Company’s website.
<Website of the Company>
https://www.nittoc.co.jp/english/ir/shareholdersmeetings/
In addition to the above, the matters to be provided electronically are also posted on the website presented below.
<Website of the Tokyo Stock Exchange>
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the website presented above, enter the name of the Company (NITTOC) or the securities code
(1929), press “Search,” select “Basic information,” and then select “Documents for public inspection/PR
information” to see them.
In lieu of attending the Meeting, you may exercise your voting rights in writing or via the Internet, etc.
Please review the Reference Documents for the Shareholders’ Meeting included in the matters to be provided
electronically and exercise your voting rights by 5:30 p.m. Japan time on Thursday, June 20, 2024.

1. Date and time:
2. Venue:

Friday, June 21, 2024 at 10 a.m. Japan time
6F, Daiwa Higashi-Nihonbashi Bldg.,
3-10-6, Higashi-Nihonbashi, Chuo-ku, Tokyo, Japan
3. Purpose of the Meeting:
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 77th fiscal year
(April 1, 2023 to March 31, 2024), and results of audits of the Consolidated
Financial Statements by the Accounting Auditor and the Board of Corporate
Auditors
2.
Non-consolidated Financial Statements for the 77th fiscal year (April 1, 2023 toMarch 31, 2024)
Matters to be resolved:
1

Proposal 1:
Proposal 2:
Proposal 3:

Dividend of Surplus
Election of 10 Directors
Election of 1 Substitute Corporate Auditor

4. Other matters concerning the Meeting
Shareholders seeking to exercise voting rights via a proxy will be requested to designate another shareholder
with voting rights as a proxy.
If you intend to exercise some of your voting rights for a proposal and the others against it, please submit a
notice to the Company indicating your intention to split your voting rights and the reasons why you intend
to do so at least three days prior to the Meeting.

ˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆ


If you are attending the Meeting in person, please submit the enclosed Voting Rights Exercise Form at thereception.
Any revisions to the matters to be provided electronically will be posted on the websites they are on.
In accordance with the amended Companies Act, shareholders are in principle requested to access the above
websites to review the matters to be provided electronically and the Company will mail the information in print
form only to shareholders who made a request for delivery of documents. However, for this particular Meeting,
we are sending documents that bear the matters to be provided electronically to all eligible shareholders.
Please note that the following information, which forms part of the matters to be provided electronically, will
not be contained in the documents to be sent to you in accordance with laws, regulations and provisions of theCompany’s Articles of Incorporation:(i) Notes to the Consolidated Financial Statements, which are part of the Consolidated Financial Statements(ii) Notes to the Non-consolidated Financial Statements, which are part of the Non-consolidated Financial
Statements
Therefore, the Consolidated Financial Statements and Non-consolidated Financial Statements printed in these
documents constitute part of the documents audited by the Accounting Auditor and the Corporate Auditors in
preparing their respective audit reports.

2

Reference Documents for the Shareholders’ Meeting

Proposals and References
Proposal 1:

Dividend of Surplus

As a basic policy, the Company strives to ensure stable return of profits to shareholders, while working tostrengthen its management foundation by reinforcing its corporate standing and enhancing internal reserves,and makes decisions on the allocation of profits by taking into account factors such as the performance forthe fiscal year under review and the business environment.
Upon consideration based on this policy, the Company proposes to pay a year-end dividend for the fiscal
year under review as follows:
Year-end dividend
1) Type of dividend property
Cash2) Allotment of dividend property and its total amount25 yen per common share of the Company for a total of 1,043,205,475 yen
3) Effective date of dividend of surplus
June 24, 2024

3

Proposal 2:

Election of 10 Directors

As the terms of office of all the 9 incumbent Directors will expire at the close of this Meeting, the Company
proposes the election of 10 Directors.
The candidates for Director are as described below.
The Company selects candidates for Director in consideration of factors such as their personality, insightand achievements, following deliberation by the Nomination and Compensation Committee, a voluntarybody whose members include the Company’s independent Outside Directors and independent Outside
Corporate Auditors.
AttendanceYears Served
at
the
Board
as Director
Positions and Responsibilities of Directors’ (atNo.
Name
the Close
at the Company
Meetingsof the(Ratio)Meeting)
1

Yasuo
Wada

Reappointment

President & Representative
Director

16/16(100%)

5 years

16/16(100%)

10 years

2

Hiroshi
YamadaReappointment

Vice President &Representative Director andresponsible for overseas
operations and engineering &development

3

Toshikazu
Kawaguchi

Reappointment

Director, Managing Executive
Officer, General Manager,
Corporate Strategy Division

15/16
(94%)

5 years

4

Naoto
Kami

Reappointment

Director, Managing Executive
Officer, General Manager,
Business Operation Division

16/16(100%)

3 years

5

Katsuhiro
YorozuReappointment

Director, Managing Executive
Officer, General Manager,
Administration Division

16/16(100%)

3 years

6

Iwao
Aso

Reappointment

Director

15/16
(94%)

10 years

7

Masayuki
Watanabe

Reappointment
OutsideIndependent

Outside Director

16/16(100%)

8 years

8

KatsuoNakamura

Reappointment
OutsideIndependent

Outside Director

15/16
(94%)

7 years

9

Naoko
Okada

Outside Director

14/16
(88%)

2 years

10

SayakaMori−−

Reappointment
OutsideIndependent
FemaleNew appointment
OutsideIndependent
Female−New appointment Candidate for newly appointed Director Reappointment Candidate for reappointed Director
Outside Candidate for Outside Director Independent Candidate for independent Director Female Candidate for female Director

4

No.

Name

Career summary, significant concurrent positions and positions andresponsibilities at the Company

April 1981
April 2005
April 2006

Joined the Company
General Manager, Construction Department, Tokyo Branch
Associate General Manager, Business Planning Department,
Corporate Planning Office
April 2007
General Manager, Business Planning Department, Corporate
Planning Office
October 2007 Operating Officer, General Manager, Corporate Planning
OfficeApril 2009
Operating Officer, Deputy General Manager, Tokyo Branch
April
2013
Operating Officer, General Manager, Nagoya Branch
Yasuo Wada
April 2018
Operating Officer, Deputy General Manager, Business
Operation Division
Reappointment
April 2019
Operating Officer, General Manager, Business Operation
Division
Date of birth:
1
January 27, 1959
June 2019
Director, Managing Executive Officer, General Manager,
Business Operation Division
Number of shares of the April 2021
President & Representative Director
Company held:
April 2022
President & Representative Director, General Manager,
28,186 shares
Safety, Environment & Quality Control Division
April 2023
President & Representative Director (to present)
Years served as Director [Reasons for candidacy as Director](at the close of theAfter serving in such positions as General Manager of Nagoya Branch andMeeting):
General Manager of Business Operation Division, Yasuo Wada has been
5 years
serving as President & Representative Director of the Company since April
2021. He has a wealth of experience and insight concerning the Group’s overall
Attendance at the Board management. Therefore, the Company has renominated him as a candidate forof Directors’ meetings: Director.
16/16 (100%)

5

No.

Name

Career summary, significant concurrent positions and positions andresponsibilities at the Company

April 1981
April 2004
August 2004

Joined the Company
General Manager, Slope Department, Engineering Division
Associate General Manager, Sapporo Branch and General
Manager, Technology Department
April 2006
General Manager, Technology Department, Business
Department, Sapporo Branch
April 2008
Deputy General Manager, Engineering Division
July 2008
Operating Officer, Deputy General Manager, Engineering
Division
June 2009
Director, Midori Industries Co., Ltd.
Hiroshi Yamada
June 2012Managing Executive Officer, Deputy General Manager,
Reappointment
Engineering Division, the Company
April 2014
Managing Executive Officer, General Manager, Engineering
Date of birth:
Division
September 25, 1957 June 2014
Director, Managing Executive Officer, General Manager,
Engineering Division
Number of shares of the June 2019
Director, Senior Managing Officer, General Manager,
Company held:
Engineering Division2
16,092 shares
April 2020
Director, Senior Managing Officer, General Manager,
Engineering & Development DivisionYears served as Director June 2021
Director, Senior Managing Officer, General Manager,(at the close of theEngineering & Development Division and responsible for
Meeting):
overseas operations
10 years
April 2022
Director, Operating Officer and Vice President, General
Manager, Engineering & Development Division and
Attendance at the Board
responsible for overseas operationsof Directors’ meetings: April 2023
Vice President & Representative Director and responsible for
16/16 (100%)
overseas operations and engineering & development (topresent)[Reasons for candidacy as Director]
Hiroshi Yamada has been serving as Vice President & Representative Director
and has been responsible for overseas operations and engineering &development since April 2023 and promoting development of technology andimprovement and enhancement of existing technology. He also has a wealth ofexperience and insight overseas. Therefore, the Company has renominated him
as a candidate for Director.

6

No.

Name

Career summary, significant concurrent positions and positions andresponsibilities at the Company

April 1983
April 2006

Joined the Company
General Manager, Accounting Department, Administration
Division
June 2007
Director, Midori Industries Co., Ltd.
July 2008
Operating Officer, General Manager, Accounting Department,
Administration Division, the Company
April 2012
Operating Officer, Deputy General Manager, Administration
Division and General Manager, Accounting Department
April 2013
Operating Officer, General Manager, Corporate Planning
Office and General Manager, Business Planning Department
Toshikazu Kawaguchi
April 2014
Operating Officer, Deputy General Manager, Corporate
Reappointment
Strategy Division and General Manager, Corporate Planning
Department and General Manager, Related Business
Date of birth:
Department
February 26, 1961
June 2014
Managing Executive Officer, Deputy General Manager,
Corporate Strategy Division and General Manager, Corporate
Number of shares of the
Planning Department and General Manager, Related BusinessCompany held:
Department
11,748 shares
August 2014
Director, Midori Industries Co., Ltd.
3
July 2018
Commissaris, PT. NITTOC CONSTRUCTION INDONESIA
Years served as Director April 2019
Managing Executive Officer, General Manager, Corporate(at the close of theStrategy Division and General Manager, Corporate Planning
Meeting):
Department and General Manager, Related Business
5 years
Department, the Company
June 2019
Director, Managing Executive Officer, General Manager,
Attendance at the Board
Corporate Strategy Division and General Manager, Corporateof Directors’ meetings:
Planning Department and General Manager, Related Business
15/16 (94%)
Department
April 2022
Director, Managing Executive Officer, General Manager,
Corporate Strategy Division (to present)[Reasons for candidacy as Director]
Toshikazu Kawaguchi has been serving as Director, Managing Executive
Officer and General Manager of Corporate Strategy Division since June 2019.
He has a wealth of experience and insight concerning the Group’s overallmanagement. The Company considers that he will be able to contribute tofurther enhancement of the Company’s corporate value through formulationand implementation of management strategies etc. Therefore, the Company hasrenominated him as a candidate for Director.

7

No.

Name

Career summary, significant concurrent positions and positions andresponsibilities at the Company

April 1987
April 2006

Joined the Company
Deputy General Manager, Chiba Sales Office, Business
Department, Tokyo Branch
April 2007
General Manager, Yokohama Sales Office, Business
Department, Tokyo Branch
April 2011
General Manager, Business Department, Tokyo Branch
April 2014
Deputy General Manager, Tokyo Branch
April 2017
General Manager, Kyushu Branch
April 2018
Operating Officer, General Manager, Kyushu Branch
Naoto Kami
April 2019
Operating Officer, General Manager, Tokyo Branch
June 2019
Managing Executive Officer, General Manager, Tokyo
Reappointment
BranchApril 2021
Managing Executive Officer, General Manager, Business
Date of birth:
Operation Division
4
June 2021
Director, Managing Executive Officer, General Manager,
May 13, 1963
Business Operation Division (to present)
Number of shares of the [Reasons for candidacy as Director]
Naoto Kami has been serving as Director, Managing Executive Officer andCompany held:
General Manager of Business Operation Division since June 2021. He has a
47,092 shares
wealth of experience and insight concerning the Group’s overall management.
Years served as Director Therefore, the Company has renominated him as a candidate for Director.
(at the close of the
Meeting):
3 years
Attendance at the Boardof Directors’ meetings:
16/16 (100%)

8

No.

Name

Career summary, significant concurrent positions and positions andresponsibilities at the Company

April 1983
April 2005

Joined The Hokkaido Takushoku Bank, Ltd.
General Manager, Hachioji Branch, The Chuo Mitsui Trustand Banking Company, Limited (currently Sumitomo Mitsui
Trust Bank, Limited)
December 2006 General Manager, Kitakyushu Branch
June 2008
General Manager, Machida Branch
July 2012
Joined the Company
Operating Officer, General Manager, Internal Control
Promotion Office
Operating Officer, General Manager, General Affairs
Katsuhiro Yorozu April 2013
Department, Administration Division
Reappointment
April 2015
Operating Officer, Deputy General Manager, Administration
Division
Date of birth:
June 2019
Director, Shimane Earth Engineering Co., Ltd.
5
July 30, 1960
Director, Yamaguchi Earth Engineering Co., Ltd.
June 2019
Managing Executive Officer, Deputy General Manager,
Number of shares of the
Administration Division, the Company
Company held:
April 2021
Managing Executive Officer, General Manager,
24,417 shares
Administration Division
June 2021
Director, Managing Executive Officer, General Manager,
Years served as Director
Administration Division (to present)(at the close of the[Reasons for candidacy as Director]
Meeting):
After having held many prominent positions at a major financial institution,
3 years
Katsuhiro Yorozu has been serving as Director, Managing Executive Officer
and General Manager of Administration Division of the Company since June
Attendance at the Board 2021 and has a wealth of experience and insight. Therefore, the Company hasof Directors’ meetings: renominated him as a candidate for Director.
16/16 (100%)

9

No.

Name

Career summary, significant concurrent positions and positions andresponsibilities at the Company

April 1997

Joined The Long-Term Credit Bank of Japan, Limited(currently SBI Shinsei Bank, Limited)
June 2000
Auditor, ASO CEMENT Co., Ltd. (currently ASO
CORPORATION)
June 2001
Director
August 2001
Director, ASO CEMENT Co., Ltd.
December 2005 Outside Director, DWANGO Co., Ltd.
June 2006
Executive Managing Director, ASO CORPORATION
October 2008 Executive Vice President
Iwao Aso
June 2010
President (to present)
June 2014
Outside Director, the Company
Reappointment
October 2014 Outside Director, KADOKAWA DWANGO CORPORATION(currently KADOKAWA CORPORATION)
Date of birth:
December 2015 Outside Director, IREP Co., Ltd.
July 17, 1974
January 2016 President, ASO CEMENT Co., Ltd.
6
October 2016 Outside Director, D.A.Consortium Holdings Inc.
Number of shares of the June 2017
Outside Director, TSUZUKI DENKI CO., LTD.
Company held:
October 2018 Director, the Company (to present)
0 shares
June 2021
Outside Director, Tohto Suisan Co., Ltd.
June 2022
Director, DAIHO CORPORATION (to present)
Years served as Director(Significant concurrent positions)(at the close of the
President, ASO CORPORATION
Meeting):
Director, DAIHO CORPORATION
10 years[Reasons for candidacy as Director]

Attendance at the Board
Iwao Aso has a wealth of experience as a corporate manager. The Company
of Directors’ meetings:
has renominated him as a candidate for Director as it considers that, by
15/16 (94%)

making use of his broad insight, he will be able to appropriately perform his
duties as a Director at the Company as well.

10

No.

Name

Career summary, significant concurrent positions and positions andresponsibilities at the Company

April 1998

Joined the Prime Minister’s Office (Secretariat General
Affairs Division)
October 2001 Joined Anderson Mori (currently Anderson Mori &Tomotsune)
October 2001 Registered as an attorney-at-law (Daini Tokyo Bar
Association)
August 2009
Joined Miyake & Partners
May 2011
Partner (to present)
June 2014
Outside Director, OHSHO FOOD SERVICE CORP.
Masayuki Watanabe June 2016
Outside Director, the Company (to present)
June 2020
Outside Director, Kosaido Co., Ltd. (currently Kosaido
Reappointment
Holdings Co., Ltd.) (to present)
OutsideJune 2021
Outside Director, Yoyogi Animation Academy Inc. (toIndependent
present)
October 2022 Outside Director (Audit and Supervisory Committee
Date of birth:
member), Mitsuboshi Co., Ltd. (to present)
May 2, 1970
March 2023
Director, Mitsuboshi Philippines Corporation (to present)
April 2023
Outside Director (Audit and Supervisory Committee
Number of shares of theMember), THE NIHON SEIMA CO., LTD. (to present)
Company held:
June 2023
Outside Director, Tohto Suisan Co., Ltd. (to present)
625 shares(Significant
concurrent
positions)
7
Partner, Miyake & Partners
Years served as Outside Outside Director, Kosaido Holdings Co., Ltd.
Director
Outside Director, Yoyogi Animation Academy Inc.
(at the close of theOutside Director (Audit and Supervisory Committee member), Mitsuboshi
Meeting):Co., Ltd.
8 years
Director, Mitsuboshi Philippines Corporation
Outside Director (Audit and Supervisory Committee Member), THE NIHON
Attendance at the Board SEIMA CO., LTD.
of Directors’ meetings: Outside Director, Tohto Suisan Co., Ltd.
16/16 (100%)[Reasons for candidacy as Outside Director and overview of expected role]
Masayuki Watanabe has expertise and experience in corporate legal affairs
gained through working as an attorney-at-law. The Company has renominatedhim as a candidate for Outside Director as it believes that, by making use of his
broad insight, he will be able to appropriately perform his duties as an Outside
Director at the Company as well.
If he is elected, he will be involved in nomination of candidates for officer of
the Company and determination of compensation etc. for officers from an
objective and neutral standpoint as a member of the Nomination andCompensation Committee, a voluntary committee.

11

No.

Name

Career summary, significant concurrent positions and positions andresponsibilities at the Company

April 1974
October 1975

Katsuo Nakamura
Reappointment
OutsideIndependent

8

Date of birth:
April 16, 1950

Joined Yoko Co., Ltd.
Joined Central Corporation Co., Ltd. (currently Central
Amenity Service Co., Ltd.)
October 1991 President and Representative Director
August 2004
President and Representative Director, Yoko Co., Ltd.
May 2008
Chairman, Nihon University College of Law Alumni
Association
September 2008 Member of the Board of Trustees, Nihon University
September 2011 Director, Nihon University
August 2014
Chairman and Representative Director, Yoko Co., Ltd. (topresent)
August 2014
Chairman and Representative Director, Central Amenity
Service Co., Ltd. (to present)
September 2014 Executive Director, Nihon University
June 2017
Outside Director, the Company (to present)(Significant concurrent positions)
Chairman and Representative Director, Yoko Co., Ltd.
Chairman and Representative Director, Central Amenity Service Co., Ltd.

Number of shares of theCompany held:[Reasons for candidacy as Outside Director and overview of expected role]
1,878 shares
Katsuo Nakamura has abundant experience as a corporate manager and has

served in many prominent positions at Nihon University. The Company has

Years served as Outside renominated him as a candidate for Outside Director as it believes that, byDirector
making use of his broad insight, he will be able to appropriately perform his(at the close of theduties as an Outside Director at the Company as well.
Meeting):
If he is elected, he will be involved in nomination of candidates for officer of
7 years
the Company and determination of compensation etc. for officers from an

objective and neutral standpoint as a member of the Nomination and

Attendance at the Board Compensation Committee, a voluntary committee.
of Directors’ meetings:
15/16 (94%)

12

No.

Name

Career summary, significant concurrent positions and positions andresponsibilities at the Company

April 2007

Naoko Okada
Reappointment
OutsideIndependent
Female9Date of birth:
June 7, 1978

General Manager of Management Division, EC Navi
Company (currently CARTA HOLDINGS, INC.)
July 2009
Founder and CEO, Network Communications Corp. (topresent)
March 2014
Producer, Executive Business Division, Every.LLC
March 2020
Outside Director, Roland DG Corporation (to present)
July 2020
Deputy Representative Director, General Incorporated
Association Risk Communication Institute of Japan
October 2021 Outside Director, Retrieva, Inc. (to present)
June 2022
Outside Director, the Company (to present)
December 2023 Outside Director (Audit and Supervisory Committee
Member), People, Dreams & Technologies Group Co., Ltd.
(to present)(Significant concurrent positions)Founder and CEO, Network Communications Corp.
Outside Director, Roland DG Corporation
Outside Director, Retrieva, Inc.
Outside Director (Audit and Supervisory Committee Member), People,
Dreams & Technologies Group Co., Ltd.

Number of shares of theCompany held:[Reasons for candidacy as Outside Director and overview of expected role]
625 shares
Naoko Okada has a wealth of experience as a corporate manager and an expert

in corporate public relations. The Company has nominated her as a candidate

Years served as Outside for Outside Director as it believes that, by making use of her broad insight, she
Director
will be able to appropriately perform her duties as an Outside Director at the(at the close of theCompany as well.
Meeting):
2 years
Attendance at the Boardof Directors’ meetings:
14/16 (88%)

13

No.

Name

Career summary, significant concurrent positions and positions andresponsibilities at the Company

April 2004
Joined Japan Asia Investment Company, Limited
April 2008
Manager, Domestic Investment Department
September 2009 Manager, Business Administration Department
March 2013
Representative, GM Office
April 2020
Representative Director, Career Creation (to present)

Sayaka Mori
New appointment
OutsideIndependent
Female10(Significant concurrent positions)Representative Director, Career Creation

Date of birth:
December 13, 1980

[Reasons for candidacy as Outside Director and overview of expected role]
Sayaka Mori has a wealth of experience as a corporate manager and a career
Number of shares of the consultant. The Company has nominated her as a candidate for Outside Director
Company held:
as it believes that, by making use of her broad insight regarding human－ sharesresources development, etc., she will be able to appropriately perform her duties
as an Outside Director at the Company as well.
Years served as Outside
Director(at the close of the
Meeting):－ years

Attendance at the Boardof Directors’ meetings:－ (－%)

Notes:
1. There are no special interests between any of the candidates and the Company.
2. Candidates Masayuki Watanabe, Katsuo Nakamura, Naoko Okada and Sayaka Mori are candidates for
Outside Director.
3. Masayuki Watanabe, Katsuo Nakamura and Naoko Okada are Independent Directors as prescribed in
the regulations of the Tokyo Stock Exchange. If the election of Sayaka Mori is approved at this Meeting,
the Company intends to designate her as an independent director and report her accordingly to the Tokyo
Stock Exchange.
4. Iwao Aso is the President of ASO CORPORATION, which is the wholly-owning parent company of
AN Holdings Corp., the Company’s parent company.
5. Number of years since the Outside Director candidates assumed office as Outside Director:
Masayuki Watanabe will have served for 8 years at the close of this Meeting. Katsuo Nakamura will
have served for 7 years at the close of this Meeting. Naoko Okada will have served for 2 years at theclose of this Meeting.
6. Liability limitation agreements with candidates for non-executive Director:
The Company has concluded agreements with Iwao Aso, Masayuki Watanabe, Katsuo Nakamura and14

7.

Naoko Okada to limit their liability stipulated in Article 423, Paragraph 1 of the Companies Act to theminimum amount stipulated by laws and regulations, provided that they have performed their duties ingood faith and without gross negligence. If the election of four candidates of Iwao Aso, Masayuki
Watanabe, Katsuo Nakamura and Naoko Okada is approved at this Meeting, the Company intends torenew the said agreements. If the election of Sayaka Mori is approved at this Meeting, the Company
intends to conclude the same agreement with her.
The Company has concluded a directors and officers liability insurance contract with an insurancecompany. The said insurance contract covers damages that may arise in the event that the insured
assumes liability for the execution of his or her duties or is the subject of a claim related to such liability.
All Director candidates will be covered as the insured by the said insurance contract. The Company
intends to renew the said insurance contract with the same contents at the time of the next renewal.

15

(Reference) Management structure if Proposal 2 is approved (planned)
Corporate
Sales/
Legal affairs/
Engineering
management construction compliance

Name

Positions and responsibilities

Yasuo Wada

President & Representative
Director○○○

Hiroshi
YamadaVice President & Representative
Director and responsible foroverseas operations andengineering & development

○

○

○

Toshikazu
Kawaguchi

Director, Managing Executive
Officer, General Manager,
Corporate Strategy Division○

Naoto Kami

Director, Managing Executive
Officer, General Manager,
Business Operation Division○

Katsuhiro
YorozuDirector, Managing Executive
Officer, General Manager,
Administration Division○○

Iwao Aso

Director○○

Masayuki
WatanabeOutside Director

KatsuoNakamura

Outside Director○

Naoko Okada

Outside Director○○

Sayaka Mori

Outside Director

○

○

IT/DX

Overseas
expertise

Safety and Personnel
qualityand labor
control management

○
○

○
○

Finance/accounting

○
○

○
○
○

○

○
○

○

○
○
○

○
○

○

*In addition to the above, we expect all Directors to take advantage of their respective expertise to demonstrate multifaceted insights.

Corporate management

Contribution to decisions on corporate strategy, etc. from experience of involvement in important
corporate decision-making

Sales/construction

Contribution to decisions on sales strategy from knowledge of sales and construction

Legal affairs/complianceContribution to management from experience and knowledge of legal affairs and complianceEngineering

Contribution to management from experience and expertise of engineering

IT/DX

Contribution to management from experience and expertise of IT and DX

Finance/accounting

Contribution to management from knowledge and experience of finance, accounting and tax matters

Overseas expertise

Contribution to management from experience and expertise of overseas operations

Safety and quality control
Personnel and labor management

Contribution to management from knowledge and experience of safety, quality control andenvironment
Contribution to management from experience and expertise of human resource development, workstyle reform and environmental improvement

16

Proposal 3:

Election of 1 Substitute Corporate Auditor

To prepare for contingencies where the number of Corporate Auditors falls below the number stipulated inlaws and regulations, the Company proposes the prior election of 1 substitute Corporate Auditor pursuant to
Article 329, Paragraph 3 of the Companies Act. The substitute Corporate Auditor shall take office on
condition that the number of Corporate Auditors falls below the number stipulated in laws and regulations,and the term of office of the said substitute Corporate Auditor shall be the remaining term of his/herpredecessor. The resolution of this proposal shall be effective up to the opening of the next annual
shareholders’ meeting.
The Company has obtained the consent of the Board of Corporate Auditors regarding this proposal.
The candidate for substitute Corporate Auditor is as follows:
Name(Date of birth)

Career summary, significant concurrent positions
and positions at the Company

Number ofshares of theCompany held

October 1991

Joined Showa Ota & Co. (currently Ernst &Young ShinNihon LLC)
April 1997
Registered as a certified public accountant
May 2007Partner, Ernst & Young ShinNihon LLC
July 2010
Partner, Certified Public Tax Accountant’s Co.
Takano Sogo Accounting Firm
July 2013
Senior Partner
May 2015
Outside Director, Freund Corporation
June 2015
Outside Corporate Auditor, NIPPON SHUPPANHANBAI INC. (currently NIPPAN GROUP0
HOLDINGS, INC.)
June 2017
Outside Corporate Auditor, Shuppan Kyodo
Ryutsu Inc.
March 2019
Outside Corporate Auditor, Human’s Data Ltd. (topresent)
June 2019
Councilor, The Nakabe Scholarship Foundation
Tomohiko Manabe(to present)(October 3, 1963)
September 2020 Representative Partner, Certified Public Tax
Accountant’s Co. Takano Sogo Accounting Firm
(to present)(Significant concurrent positions)Representative Partner, Certified Public Tax Accountant’s Co. Takano Sogo
Accounting Firm
Outside Corporate Auditor, Human’s Data Ltd.
Councilor, The Nakabe Scholarship Foundation[Reasons for candidacy as substitute Outside Corporate Auditor]
Tomohiko Manabe has expertise and experience in corporate accounting gained
through working as a certified public accountant. The Company has nominatedhim as a candidate for substitute Outside Corporate Auditor as it believes that, by
making use of his broad insight, he will be able to appropriately perform his duties
as an Outside Corporate Auditor at the Company as well.
Notes:
1. There are no special interests between the candidate Tomohiko Manabe and the Company.
2. Details about the candidate for substitute Corporate Auditor are as follows:
1) Candidate Tomohiko Manabe is a candidate for substitute Outside Corporate Auditor.
2) If the election of Tomohiko Manabe is approved at this Meeting and he takes office as Outside17

Corporate Auditor, the Company intends to designate him as an independent auditor and report him
accordingly to the Tokyo Stock Exchange.
3) Liability limitation agreements with Corporate Auditors
The Company stipulates in its Articles of Incorporation that it can conclude an agreement with its
Corporate Auditors to limit their liability for damages to the Company within the limits of laws andregulations so that Corporate Auditors can fully perform their expected roles. Accordingly, if theelection of Tomohiko Manabe is approved and he takes office as Outside Corporate Auditor, theCompany intends to conclude a liability limitation agreement with him to limit his liability
stipulated in Article 423, Paragraph 1 of the Companies Act to the minimum amount stipulated bylaws and regulations, provided he performed his duties in good faith and without gross negligence.
4) The Company has concluded a directors and officers liability insurance contract with an insurancecompany. The said insurance contract covers damages that may arise in the event that the insured
assumes liability for the execution of his or her duties or is the subject of a claim related to suchliability. If the election of Tomohiko Manabe is approved and he takes office as Outside Corporate
Auditor, he will be covered as the insured by the said insurance contract.

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