Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Securities Code 5912)
June 9, 2020
To Shareholders with Voting Rights:
Tatsuya Ohno
Representative Director and President
OSJB Holdings Corporation
6-52 5chome, Toyosu, Kotouku, TokyoNOTICE OF
THE 6TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation to you for your continued support and patronage.
We are pleased to inform you of the 6th Annual General Meeting of Shareholders (the “Meeting”) of OSJB
Holdings Corporation (the “Company,” together with its subsidiaries, the “Group”). The Meeting will be held
for the purposes as described below.
In recent months, various requests for voluntary self-restraint to prevent the spread of coronavirus disease(COVID-19) have been issued by the national and prefectural governments, including the state of emergency
declared by the Government of Japan and emergency response measures by the Tokyo Metropolitan
Government, and citizens are requested to stay alert even after these declaration and response measures arelifted. In response to these conditions and after careful consideration, the Company has decided to hold theMeeting upon taking appropriate preventive measures against infections.
In light of the ongoing risks of COVID-19, we ask our shareholders to refrain from attending this year’s
Meeting in person in any case possible regardless of their health condition, and exercise voting rights inadvance via postal mail or the Internet, etc., to prevent the spread of the virus.
Voting rights can be exercised by either of the methods below, so please review the attached Reference
Documents for the General Meeting of Shareholders and exercise your voting rights by 5:30 p.m. Japan timeon Tuesday, June 23, 2020.
Exercise of voting rights via postal mailPlease indicate your approval or disapproval of the proposals on the enclosed voting rights exercise form andreturn it so that it is received by the deadline above.
Exercise of voting rights via the Internet
Please review the guidance on the procedure for exercising voting rights via electromagnetic method (theInternet) below (translation omitted), access the website for exercising voting rights designated by theCompany (https://evote.tr.mufg.jp/), use the login ID and temporary password printed on the enclosed voting
rights exercise form, and follow the onscreen instructions to enter your approval or disapproval of the
proposals by the deadline above.
1. Date and Time:

Wednesday, June 24, 2020 at 10:00 a.m. Japan time
(Reception will start at 9:15 a.m.)

2. Place:

The Hall at Koto-ku Bunka Center11-3 4chome, Toyo, Kotouku, Tokyo, JapanThe time and the venue above may have to be changed, depending on the
pandemic status of COVID-19. Any changes will be posted on our website(https://www.osjb.co.jp/), so please be sure to check our website prior to coming
to the venue, even if you have decided to attend the Meeting.

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
6th Fiscal Year (April 1, 2019 – March 31, 2020) and results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Boardof Corporate Auditors-1-2. Non-consolidated Financial Statements for the Company’s 6th Fiscal Year
(April 1, 2019 – March 31, 2020)

Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Eight (8) Directors (Excluding Directors Serving as Audit andProposal 3:
Supervisory Committee Members)
Election of Three (3) Directors Serving as Audit and Supervisory Committee
Proposal 4:
Members
Decision on Amount of Compensation for Directors (Excluding Directors
Proposal 5:Serving as Audit and Supervisory Committee Members)
Decision on Amount of Compensation for Directors Serving as Audit andProposal 6:
Supervisory Committee Members
Decision on Amount of Stock Compensation for Directors (Excluding Directors
Proposal 7:
Serving as Audit and Supervisory Committee Members and Outside Directors)
4. Matters Determined upon Convocation
Of the documents to be attached to this Notice, the following are posted on the Company’s website(https://www.osjb.co.jp/) pursuant to laws and regulations and Article 14 of the Company’s Articles ofIncorporation, and therefore are not included in the attachments.
1)
Notes to Consolidated Financial Statements
2)
Notes to Non-consolidated Financial Statements
Accordingly, the attachments to this Notice comprise part of the consolidated and non-consolidated
financial statements audited by the Accounting Auditors and the Corporate Auditors in preparing theirrespective audit reports.
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~■ When attending the Meeting, please hand in the enclosed voting rights exercise form at the reception andbring this Notice with you to save resources.
■ Any revisions to the Business Report, Consolidated and Non-consolidated Financial Statements, or theReference Documents for the General Meeting of Shareholders will be posted on the Company’s website(https://www.osjb.co.jp/).
■ No souvenirs will be provided to shareholders attending the Meeting. Your understanding would be muchappreciated.

* For the purpose of infection control and preventive measure against the spread of COVID-19, theCompany’s staff may attend to the Meeting wearing a face mask. Shareholders who consider attending theMeeting in person are requested to take preventive measures as well, such as wearing a face mask, whilestaying alert to the pandemic status as well as your own health conditions as of the day of the Meeting.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

Year-end dividends
The Company considers stable returns of profits to shareholders one of its most important management
priorities, and makes it its basic policy to continue a stable distribution of dividends from profits.
Taking into account matters such as financial performance for this fiscal year and future businessdevelopment, the Company proposes to pay year-end dividends as follows:(1) Type of dividend property
Cash(2) Allotment of dividend property to shareholders and its amount
8 yen per share of the Company’s common stock
Total dividend amount of 953,230,296 yen(3) Effective date of the dividend of surplus
June 25, 2020-3-

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for the proposal
The Company has decided to transition to a Company with an Audit and Supervisory Committee,
which was established under the Act Partially Amending the Companies Act (Act No. 90 of 2014), withthe aim of further strengthening the supervisory functions of the Board of Directors and corporate
governance, to further improve transparency in management and speed up decision making.
Accordingly, the Company proposes to amend part of its Articles of Incorporation by making
necessary changes including addition of newly established articles and deletion of current articles, inregard to the Audit and Supervisory Committee and Audit and Supervisory Committee Members, andthe Board of Corporate Auditors and Corporate Auditors, respectively. In line with the amendments
above, necessary adjustments shall also be made, such as rearrangement of the number of articles.
2. Details of the amendment
The details of amendments are as follows.
This Proposal shall come into effect as of the conclusion of this Meeting.
(Underlines denote changes)
Current Articles of Incorporation
Article 1. to 3.
<Omitted>

Proposed amendments
Article 1. to 3.
<Unchanged>

Article 4. (Governing Bodies)
The Company shall have the following
governing bodies in addition to the General
Meeting of Shareholders and Directors:(1) Board of Directors(2) Corporate Auditors(3) Board of Corporate Auditors(4) Accounting Auditor

Article 4. (Governing Bodies)
The Company shall have the following
governing bodies in addition to the General
Meeting of Shareholders and Directors:(1) Board of Directors<Deleted>(2) Audit and Supervisory Committee(3) Accounting Auditor

Article 5. to 16.

Article 5. to 16.

<Omitted>

Article 17. (Number of Directors)
The Company shall have not more thantwenty (20) Directors.

Article 17. (Number of Directors)
The Company shall have not more thantwenty (20) Directors (excluding Directors
serving as Audit and Supervisory Committee
Members).
2. The Company shall have not more than four(4) Directors serving as Audit andSupervisory Committee Members.

<Newly established>

Article 18. (Election)
Directors shall be elected at the General
Meeting of Shareholders.
2.
3.

<Unchanged>

Article 18. (Election)
Directors shall be elected at the General
Meeting of Shareholders, distinguishing
Directors serving as Audit and Supervisory
Committee Members and other Directors.
2.
<Unchanged>
3.
<Unchanged><Omitted><Omitted>-4-Current Articles of Incorporation
Article 19. (Term of Office)The term of office of a Director shall expire at
the conclusion of the Annual General Meetingof Shareholders for the last fiscal year ending
within one (1) year after his or her
appointment.
<Newly established>

2. The term of office of a Director elected as anaddition or a substitute shall be up to the termof office of incumbent Directors.

<Newly established>

Article 20. to 21.

<Omitted>

Proposed amendments
Article 19. (Term of Office)The term of office of a Director (excluding a
Director serving as an Audit and Supervisory
Committee Member) shall expire at theconclusion of the Annual General Meeting of
Shareholders for the last fiscal year ending
within one (1) year after his or her
appointment.
2. The term of office of a Director serving as an
Audit and Supervisory Committee Member
shall expire at the conclusion of the Annual
General Meeting of Shareholders for the last
fiscal year ending within two (2) years after
his or her appointment.
3. The term of office of a Director serving as an
Audit and Supervisory Committee Member
elected as a substitute for a Director serving asan Audit and Supervisory Committee Member
retiring before the expiration of his or her
term of office shall be up to the term of officeof the Director serving as an Audit andSupervisory Committee Member that retired.
4. The effective term of the resolution forelection of a substitute Director serving as an
Audit and Supervisory Committee Member
elected pursuant to the provisions of Article
329, Paragraph 3 of the Companies Act shall
expire at the opening of the Annual General
Meeting of Shareholders for the last fiscal
year ending within two (2) years after his or
her appointment, unless the term of office isshortened by the said resolution.
Article 20. to 21.

<Unchanged>

Article 22. (Convocation Notice of Meetings ofthe Board of Directors)
Convocation notice of a meeting of the Boardof Directors shall be given to each Director
and Corporate Auditor at least three (3) days
prior to the day of the meeting.
However, in case of emergency such notice
period may be shortened.
2. With the unanimous consent of all Directors
and Corporate Auditors, the meeting of theBoard of Directors may be held without
following the convocation procedures.

Article 22. (Convocation Notice of Meetings ofthe Board of Directors)
Convocation notice of a meeting of the Boardof Directors shall be given to each Director atleast three (3) days prior to the day of themeeting.
However, in case of emergency such notice
period may be shortened.
2. With the unanimous consent of all Directors,
the meeting of the Board of Directors may beheld without following the convocation
procedures.

Article 23.

Article 23.

<Omitted>-5-<Unchanged>

Current Articles of Incorporation<Newly established>

Proposed amendments
Article 24. (Delegation to Directors)
Pursuant to the provisions of Article 399-13,
Paragraph 6 of the Companies Act, theCompany may delegate decisions of executionof important operations (excluding matters
stipulated in each item of Paragraph 5 of thesame article) to Directors by a resolution of
the Board of Directors.

<Newly established>

Article 25. (Regulations of the Board of
Directors)
The Board of Directors shall be administeredin accordance with laws, regulations, these
Articles of Incorporation, and the Regulationsof the Board of Directors provided by the
Board of Directors.

<Newly established>

Article 26. (Compensation, etc.)
Compensation, bonuses and other financial
benefits of Directors received from theCompany in consideration for the execution of
their duties shall be determined by aresolution of the General Meeting of
Shareholders, distinguishing Directors serving
as Audit and Supervisory Committee
Members and other Directors.

Article 24.

<Omitted>

Article 27.

<Unchanged>

CHAPTER V – COPRORATE AUDITORS AND
BOARD OF CORPORATE AUDITORSCHAPTER V – AUDIT AND SUPERVISORYCOMMITTEE

Article 25. (Number of Corporate Auditors)
The Company shall have not more than four(4) Corporate Auditors.

<Deleted>

Article 26. (Election)
Corporate Auditors shall be elected at theGeneral Meeting of Shareholders.
2. The resolution for the election of Corporate
Auditors shall be adopted by a majority voteof the shareholders present at the meeting
attended by shareholders holding one-third or
more of the voting rights of shareholders whoare entitled to exercise their voting rights.

<Deleted>

Article 27. (Term of Office)The term of office of a Corporate Auditor
shall expire at the conclusion of the Annual
General Meeting of Shareholders for the last
fiscal year ending within four (4) years after
his or her appointment.
2. The term of office of a Corporate Auditor
elected as a substitute shall be up to the termof office of the Corporate Auditor that retired.

<Deleted>-6-

Current Articles of Incorporation
Article 28. (Effectiveness of Prior Election of
Substitute Corporate Auditor)
The effective term of the prior election of a
substitute Corporate Auditor shall expire at
the conclusion of the Annual General Meetingof Shareholders held four (4) years after the
General Meeting of Shareholders in which thesaid election was resolved.

Proposed amendments<Deleted>

Article 29. (Full-time Corporate Auditors)
Full-time Corporate Auditors shall be selectedby a resolution of the Board of Corporate
Auditors.

<Deleted>

Article 30. (Convocation Notice of Meetings ofthe Board of Corporate Auditors)

Article 28. (Convocation Notice of Meetings of
the Audit and Supervisory
Committee)
Convocation notice of a meeting of the Audit
and Supervisory Committee shall be given toeach Audit and Supervisory Committee
Member at least three (3) days prior to the dayof the meeting. However, in case of
emergency such notice period may be
shortened.
2. With the unanimous consent of all Audit andSupervisory Committee Members, themeeting of the Audit and Supervisory
Committee may be held without following theconvocation procedures.

Convocation notice of a meeting of the Boardof Corporate Auditors shall be given to each
Corporate Auditor at least three (3) days prior
to the day of the meeting. However, in case of
emergency such notice period may be
shortened.
2. With the unanimous consent of all Corporate
Auditors, the meeting of the Board of
Corporate Auditors may be held without
following the convocation procedures.
<Newly established>

Article 29. (Regulations of the Audit andSupervisory Committee)
The Audit and Supervisory Committee shallbe administered in accordance with laws,
regulations, these Articles of Incorporation,and the Regulations of the Audit andSupervisory Committee provided by the Audit
and Supervisory Committee.

Article 31. (Exemption of Corporate Auditorsfrom Liability)
Pursuant to the provisions of Article 426,
Paragraph 1 of the Companies Act, theCompany may exempt a Corporate Auditor(including a former Corporate Auditor) fromliability for damages caused by the negligenceof duties, within statutory limitations, by aresolution of the Board of Directors.
2. Pursuant to the provisions of Article 427,
Paragraph 1 of the Companies Act, theCompany may enter into an agreement with a
Corporate Auditor to limit his or her liability
for damages caused by the negligence of
duties. However, the imitation on liability
under such agreement shall be an amountstipulated by laws and regulations.

<Deleted>-7-

Current Articles of Incorporation
Article 32. (Appointment of Accounting Auditor)
The Company shall appoint an Accounting
Auditor.
Article 33. to 34.

<Omitted>

Proposed amendments<Deleted>

Article 30. to 31.

<Unchanged>

Article 35. (Compensation, etc. for Accounting
Auditor)Compensation, etc. for an Accounting Auditor
shall be determined by Representative
Directors with the consent of the Board of
Corporate Auditors.

Article 32. (Compensation, etc. for Accounting
Auditor)Compensation, etc. for an Accounting Auditor
shall be determined by Representative
Directors with the consent of the Audit andSupervisory Committee.

Article 36. to 39.

Article 33. to 36.

<Omitted><Newly established><Newly established><Unchanged>

SUPPLYMENTARY PROVISION(Transitional Measures Relating to Exemption of
Corporate Auditors from Liability)
1. The Company may exempt a Corporate
Auditor (including a former Corporate
Auditor) from liability stipulated by Article
423, Paragraph 1 of the Companies Act,
within statutory limitations, by a resolution of
the Board of Directors, for damages related tohis or her conduct preceding the conclusion of
the 6th Annual General Meeting of
Shareholders.
2. In regard to the agreement limiting liability
stipulated by Article 423, Paragraph 1 of theCompanies Act for damages related to a
conduct of a Corporate Auditor (including aformer Corporate Auditor) preceding theconclusion of the 6th Annual General Meetingof Shareholders, Article 31, Paragraph 2 of the
Articles of Incorporation, prior to theamendment by the resolution of the said
Annual General Meeting of Shareholders,shall remain in force.

<Newly established><Newly established>-8-

Proposal 3:

Election of Eight (8) Directors (Excluding Directors Serving as Audit and Supervisory
Committee Members)

The Company will transition to a Company with an Audit and Supervisory Committee, provided that
Proposal 2 “Partial Amendments to the Articles of Incorporation” is approved as proposed.
Accordingly, as the terms of office of all eight (8) Directors will expire at the conclusion of this Meeting,the election of eight (8) Directors (excluding Directors serving as Audit and Supervisory Committee
Members) is proposed.
This Proposal shall come into effect at the time when Proposal 2 “Partial Amendments to the Articles ofIncorporation” takes effect.
The candidates for Director (excluding Directors serving as Audit and Supervisory Committee Members)
are as follows.
Reference: List of candidates for Director not serving as Audit and Supervisory Committee Members
No.

1

Positions and responsibilities
at the Company

Name (Age)

Tatsuya Ohno (61)Re-appointed

Representative Director andPresident

Attendance at the Boardof Directors meetings(Years in office)100% (15/15)
Years in office: 3 years

2

Yukihiko Hashimoto (58)

Re-appointed

In charge of:Internal Control,
100% (15/15)
Director Corporate Planning,
Years in office: 5 years
Administration Divisionsand Legal Compliance3

Kiyonobu Sakashita (61)Re-appointed

Director

4

Akio Shoji (57)

Re-appointed

Director

In charge of Engineering
Divisions5

Kazuya Asozu (62)Re-appointed

Director

In charge of Construction
100% (11/11)
DivisionsYears in office: 1 year

6

Hideaki Kato (67)

Re-appointed
Outside Director
Independent Director

Director

93% (14/15)
Years in office: 3 years

7

Yuko Sudani (38)(Registered name:Yuko Tamura)Re-appointed
Outside Director
Independent Director

Director

100% (11/11)
Years in office: 1 year

8

Hiroyuki Morinaga (67)

Newly appointed
Outside Director
Independent Director-9-93% (14/15)
Years in office: 14 years
100% (11/11)
Years in office: 1 year

No.

Name
(Date of birth)

Career summary, positions and responsibilities
at the Company
April 1983

1

Joined Oriental Concrete Corporation (currently,
Oriental Shiraishi Corporation)
February 2010
Director and Managing Executive Officer; General
Manager, Construction and Engineering Division
June 2012
Director, the Company
June 2015
Director and Senior Managing Executive Officer;
General Manager, Construction and Engineering
Tatsuya Ohno
Division, Oriental Shiraishi Corporation(November 28, 1958)
April 2016
Director and Senior Managing Executive Officer;
General Manager, Civil Engineering DivisionRe-appointed
April 2017
President and CEO (to present)
June 2017
Representative Director and President, the Company
Years in office as(to present)
Director: 3 years(Significant concurrent positions)
President and CEO, Oriental Shiraishi Corporation
Attendance at the
Chairman, Japan Prestressed Concrete Contractors Association
Board of Directors[Reason for nomination as candidate for Director not serving as an Audit
meetings: 15/15
and Supervisory Committee Member](100%)
Tatsuya Ohno took office as Representative Director of Oriental
Shiraishi Corporation and the Company in 2017 after serving as Director
and Senior Managing Executive Officer; General Manager, Civil
Engineering of Oriental Shiraishi Corporation. He has expertise inconcrete structures gained through long business experience as well as
abundant experience and insight into management in general. Therefore,
the Company proposes his re-election as Director.

Number ofshares of theCompany held

- 10 -

28,737No.

Name(Date of birth)

Career summary, positions and responsibilities
at the Company
April 1985

2

Joined The Sanwa Bank, Limited (currently, MUFG
Bank, Ltd.)
April 2007
General Manager, Global Markets Business Division
for China
October 2009
General Manager, Securities Sales Office, Global
Markets Sales and Trading Division
June 2011
General Manager, Global Markets Sales and Trading
Division
June 2014
Director and Executive Officer; in charge ofCorporate Planning, Oriental Shiraishi Corporation
June 2015
Director; in charge of Corporate Planning, theCompany
June 2016
Director; in charge of Internal Control and Corporate
Planning
Director and Executive Officer; in charge of
Yukihiko Hashimoto April 2017
Corporate Planning and Safety/Quality/Environment,(March 4, 1962)
Oriental Shiraishi Corporation
April 2018
Director and Executive Officer; General Manager,
Re-appointed
Administration Division; in charge of Corporate
Planning and Safety/Quality/Environment (toYears in office aspresent)
Director: 5 years
April 2018
Director; in charge of Internal Control, Corporate
Planning, and General Affairs, the Company
Attendance at the
Director; in charge of Internal Control, Corporate
Board of Directors June 2019
Planning, Administration Divisions, and Compliance
meetings: 15/15
February 2020
Director; in charge of Internal Control, Corporate(100%)
Planning, Administration Divisions, and Legal
Compliance (to present)(Significant concurrent positions)
Director and Executive Officer; General Manager, Administration
Division; in charge of Corporate Planning and
Safety/Quality/Environment, Oriental Shiraishi Corporation[Reason for nomination as candidate for Director not serving as an Audit
and Supervisory Committee Member]
Yukihiko Hashimoto took office as Director of Oriental Shiraishi
Corporation and the Company in 2014 and 2015, respectively, after
accumulating business experience at MUFG Bank, Ltd. He has financial
expertise obtained through his long service at a bank as well as abundant
experience and insight into management. Therefore, the Company
proposes his re-election as Director.

Number ofshares of theCompany held

- 11 -

18,910No.

Name(Date of birth)

Career summary, positions and responsibilities
at the Company
April 1982

3

Joined Japan Bridge Corporation (currently, OSJB
Holdings Corporation)
January 2003
General Manager, President’s Office, Administration
Division, the Company
June 2006
Director; General Manager, Administration Division;in charge of Audit Office; General Manager, Audit
Office; General Manager, Administration
Department, Administration Division
July 2009
Director and Managing Executive Officer; General
Manager, Planning Management Division; in charge
Kiyonobu Sakashita
of Tokyo Head Office(September 11,
June 2011
Representative Director and President; General
1958)
Manager, Audit Office
March 2012
Director, Oriental Shiraishi Corporation
Re-appointed
June 2012
Representative Director and Vice President, Audit
Office, the Company
Years in office as
April 2014
Representative Director and President, Japan Bridge
Director: 14 years
Corporation (to present)
June 2014
Director; in charge of Internal Control, the Company
Attendance at the March 2015
Director, Toabo Corporation (to present)
Board of Directors
June 2016
Director, the Company (to present)
meetings: 14/15(Significant concurrent positions)(93%)
Representative Director and President, Japan Bridge Corporation
Director, Toabo Corporation[Reason for nomination as candidate for Director not serving as an Audit
and Supervisory Committee Member]
Kiyonobu Sakashita has served as the Representative Director of Japan
Bridge Corporation and Director of Oriental Shiraishi Corporation upontaking office as the Company’s Director in 2006. He has expertise in thesteel structures segment obtained through his long business experience aswell as abundant experience and insight into management in general.
Therefore, the Company proposes his re-election as Director.

Number ofshares of theCompany held

- 12 -

22,554

No.

Career summary, positions and responsibilities
at the Company

Number ofshares of theCompany held

Joined Oriental Concrete Corporation (currently,
Oriental Shiraishi Corporation)
January 2010
General Manager, Engineering Department,
Construction and Engineering Division
March 2010
Executive Officer; General Manager, Engineering
Department, Construction and Engineering Division
June 2015
Managing Executive Officer; General Manager,
Engineering Department, Construction andEngineering Division
April 2016
Managing Executive Officer; General Manager,
Engineering Department, Civil Engineering Division
April 2017Managing Executive Officer; General Manager,
Engineering Division
June 2017
Director and Managing Executive Officer; General
Manager, Engineering Division
April 2019
Director and Managing Executive Officer; General
Manager, Engineering Division; in charge ofInformation Systems (to present)
June 2019
Director; in charge of Engineering Divisions, theCompany (to present)(Significant concurrent positions)
Director and Managing Executive Officer; General Manager,
Engineering Division; in charge of Information Systems, Oriental
Shiraishi Corporation[Reason for nomination as candidate for Director not serving as an Audit
and Supervisory Committee Member]
Akio Shoji took office as Director of Oriental Shiraishi Corporation in2017 after accumulating experience as its General Manager, Engineering
Department, Construction and Engineering Division and General
Manager, Engineering Division. He has expertise in the design andengineering segment obtained through his long business experience aswell as abundant experience and insight into management. Therefore, theCompany proposes his re-election as Director.

11,941Name(Date of birth)
April 1985

Akio Shoji(November 2, 1962)
Re-appointed
4

Years in office as
Director: 1 year
Attendance at theBoard of Directors
meetings: 11/11(100%)- 13 -

No.

Career summary, positions and responsibilities
at the Company

Number ofshares of theCompany held

Joined Shiraishi Kiso Industrial Company (currently,
Oriental Shiraishi Corporation)
July 2011
General Manager, Construction Department,
Construction and Engineering Division
June 2014
Executive Officer; General Manager, Engineering
Department, Construction and Engineering Division
April 2015
Executive Officer; General Manager, Fukuoka
BranchApril 2017
Executive Officer; General Manager, Civil
Engineering Business Division
June 2017
Director and Executive Officer; General Manager,
Civil Engineering Business Division
February 2018
Director and Executive Officer; General Manager,
Civil Engineering Business Division; in charge ofArchitecture (to present)
June 2019
Director; in charge of Construction Divisions, theCompany (to present)(Significant concurrent positions)
Director and Executive Officer; General Manager, Civil Engineering
Business Division; in charge of Architecture, Oriental Shiraishi
Corporation[Reason for nomination as candidate for Director not serving as an Audit
and Supervisory Committee Member]
Kazuya Asozu took office as Director of Oriental Shiraishi Corporationin 2017 after accumulating experience as its General Manager, Fukuoka
Branch and General Manager, Civil Engineering Business Division. He
has expertise in the engineering and construction segment obtained
through his long career as well as abundant experience and insight into
management. Therefore, the Company proposes his re-election as
Director.

20,330Name(Date of birth)
April 1978

Kazuya Asozu(March 21, 1958)
Re-appointed
5

Years in office as
Director: 1 year
Attendance at theBoard of Directors
meetings: 11/11(100%)- 14 -

No.

Name(Date of birth)

Career summary, positions and responsibilities
at the Company
April 1976

Hideaki Kato
(April 27, 1953)
Re-appointed
Outside Director
6

Independent
Director
Years in office as
Director: 3 years
Attendance at theBoard of Directors
meetings: 14/15(93%)

Yuko Sudani(Registered name:Yuko Tamura)(April 16, 1982)
Re-appointed
Outside Director
7

Independent
Director
Years in office as
Director: 1 year
Attendance at theBoard of Directors
meetings: 11/11(100%)

Joined Nissho Iwai Corporation (currently, Sojitz
Corporation)
July 2000
General Manager, Plastic Resin Department
May 2001
Director, Nissho Iwai Plastic Corporation (currently,
Sojitz Pla-Net Corporation)
April 2005
President, Sojitz (Thailand) Co., Ltd.; General
Manager, Bangkok Branch
April 2007
Senior General Manager, Plastics Unit, Sojitz
Corporation
April 2007
President, Sojitz Pla-Net Corporation
April 2009
Executive Officer; Senior General Manager,
Functional Materials Unit, Sojitz Corporation
April 2009
Director, Sojitz Pla-Net Corporation
April 2012Managing Executive Officer; President, Consumer
Lifestyle Business Division, Sojitz Corporation
April 2012
Director, YAMAZAKI-NABISCO Co., Ltd.
(currently, Yamazaki Biscuits Co., Ltd.)
July 2012
Director, JALUX Inc.
October 2013
Managing Executive Officer; Senior General
Manager, Consumer Service & Development Unit,
Sojitz Corporation
April 2014
Managing Executive Officer; President & CEO for
Asia & Oceania
April 2014
Managing Director, Sojitz Asia Pte. Ltd.; General
Manager, Phnom Penh Office; General Manager,
Singapore Branch
April 2017
Director and Chairman, Sojitz Pla-Net Corporation
June 2017
Director, the Company (to present)
April 2019
Advisor, Sojitz Pla-Net Corporation[Reason for nomination as candidate for Outside Director not serving asan Audit and Supervisory Committee Member]
Hideaki Kato has served many positions including Managing Executive
Officer of Sojitz Corporation and Director and Chairman of Sojitz
Pla-Net Corporation. He has been supervising the Company’s
management as well as appropriately given pertinent opinions drawing
on his abundant experience and deep insight. Therefore, the Company
proposes his re-election as Outside Director.
September 2007
Registered as attorney-at-law
Joined Toranomon Law and Economic Office
January 2013
Partner, attorney-at-law, Ginza PLUS Law Office (topresent)
June 2019
Director, the Company (to present)(Significant concurrent positions)
Partner, attorney-at-law, Ginza PLUS Law Office[Reason for nomination as candidate for Outside Director not serving asan Audit and Supervisory Committee Member]
Yuko Sudani has been giving appropriate opinions regarding
management in areas including the strengthening of the Company’s
compliance structure drawing on her abundant experience and expertiseas a legal specialist, as well as valuable advice from the perspective ofsupervision and checks of the Company. Although she has not been
involved in corporate management other than as an outside director or an
outside corporate auditor in the past, the Company believes she canappropriately perform her role as an Outside Director based on thereasons above, and proposes her re-election as Outside Director.

Number ofshares of theCompany held

- 15 -

0

0

No.

Name
(Date of birth)

Career summary, positions and responsibilities
at the Company
March 1977
April 2002
April 2003

Number ofshares of theCompany held

Joined Aica Kogyo Co., Ltd.
Supervisor, Metropolitan Area Sales I
Executive Officer; Deputy General Manager,
Chemical Products Company
June 2003
Senior Executive Officer; General Manager,
Chemical Products Company
June 2004
Director; Senior Executive Officer; General
Manager, Chemical Products Company
October 2005
Director; Senior Executive Officer; Supervisor,
Metropolitan Area Sales II
Hiroyuki Morinaga
October 2006
Director; Senior Executive Officer; Supervisor,(October 25, 1952)
Metropolitan Area Sales I; General Manager, Tokyo
BranchNewly appointed
January 2008
Director; Senior Executive Officer; Supervisor,
Metropolitan Area Sales II
Outside Director
June 2008
Managing Director; Supervisor, Metropolitan Area
Sales II
Independent
July 2008
Managing Director; General Manager, Building &Director
Housing Materials Company
July 2009Managing Director; in charge of Market
08Years in office as
Development Department
Director:
October 2010
Managing Director; in charge of Overseas BusinessNot applicable as he
Department
is a new candidate April 2011
Managing Director; Assistant to President; General
Manager, Overseas Business Department
Attendance at the April 2013
Managing Director; General Manager, Corporate
Board of Directors
Planning Department
meetings:
April 2014
Managing Director; Assistant to President; in charge
Not applicable as heof Special Assignments
is a new candidate June 2014
Corporate Auditor
June 2018
Advisor (to present)[Reason for nomination as candidate for Outside Director not serving asan Audit and Supervisory Committee Member]
Hiroyuki Morinaga has long served as a Director of Aica Kogyo Co.,
Ltd. He is expected to fully perform his role in areas including
supervision of the Company’s management by giving valuable andaccurate opinions drawing on his abundant experience and deep insightin sales, market development, and other related areas. Therefore, theCompany proposes his election as Outside Director.
Notes: 1. There are no special interests between each candidate for Director and the Company.
2. Hideaki Kato, Yuko Sudani, and Hiroyuki Morinaga are candidates for Outside Director. They arealso candidates for Independent Director in accordance with the regulations of the Tokyo Stock
Exchange.
3. The Company has entered into agreements with the candidates for Outside Director, Hideaki Katoand Yuko Sudani to limit their liability under Article 423, Paragraph 1 of the Companies Act to theamount stipulated by laws and regulations, in accordance with Article 24, Paragraph 2 of the Articles
of Incorporation. Subject to approval of their reelection at this Meeting, the Company intends tocontinue the said agreements with them. The Company also intends to enter into the same agreementwith Hiroyuki Morinaga, if his election as Outside Director is approved as proposed.
4. Hideaki Kato currently serves as an Outside Director of the Company and his term of office will bethree (3) years at the conclusion of this Meeting. Yuko Sudani also currently serves as an Outside
Director of the Company and her term of office will be one (1) year at the conclusion of this Meeting.

- 16 -

Proposal 4:

Election of Three (3) Directors Serving as Audit and Supervisory Committee Members

The Company will transition to a Company with an Audit and Supervisory Committee, provided that
Proposal 2 “Partial Amendments to the Articles of Incorporation” is approved as originally proposed.
Accordingly the election of three (3) Directors serving as Audit and Supervisory Committee Members is
proposed.
The Company has obtained the prior consent of the Board of Corporate Auditors regarding thissubmission of this Proposal.
This Proposal shall come into effect at the time when Proposal 2 “Partial Amendments to the Articles ofIncorporation” takes effect.
The candidates for Directors serving as Audit and Supervisory Committee Members are as follows.
Reference: List of candidates for Director serving as Audit and Supervisory Committee Member
No.

Positions and responsibilities
at the Company

Name (Age)1

Kiyotada Kume (63)

Newly appointed

2

Kimihiko Kojima (48)

Newly appointed
Outside Director
Independent Director

3

Naoto Chiba (42)

Newly appointed
Outside Director
Independent Director

Note:Full-time Corporate Auditor

Attendance at the Boardof Directors meetings(Years in office)100% (15/15)
Years in office: 0 years

Kiyotada Kume currently serves as Corporate Auditor of the Company and his term of office will befour (4) years at the conclusion of this Meeting.
The attendance at the Board of Directors meeting indicates the number of his attendance as
Corporate Auditor during the fiscal year under review.

- 17 -

No.

Name(Date of birth)

Career summary, positions and responsibilities
at the Company
April 1979

1

2

Joined Oriental Concrete Corporation (currently,
Oriental Shiraishi Corporation)
October 2007
General Manager, Sales Management Department,
Sales Division
Kiyotada Kume
General Manager, Audit Department(February 11, 1957) May 2011
October 2011
General Manager, Audit Office
April 2014
General Manager, Audit Office, the Company
Newly appointed
June 2014
General Manager, Administration Department, Tokyo
Branch,Oriental Shiraishi Corporation
Years in office as
June
2016
Corporate
Auditor (to present)
Director:
June
2016
Corporate
Auditor, the Company (to present)
Not applicable as heis a new candidate (Significant concurrent positions)
Corporate Auditor, Oriental Shiraishi Corporation
Attendance at the [Reason for nomination as candidate for Director serving as an Audit andBoard of Directors Supervisory Committee Member]meetings: 15/15
Kiyotada Kume took office as Corporate Auditor of Oriental Shiraishi(100%)
Corporation and the Company in 2016 after accumulating experience as
General Manager, Audit Office and General Manager, Administration
Attendance at the Department, Tokyo Branch of Oriental Shiraishi Corporation. He has
Board of Corporate been giving appropriate opinions as a Corporate Auditor drawing on his
Auditors meetings: abundant experience and deep insight gained through his long business
15/15 (100%)experience. The Company believes he can continue to fully perform hisrole in areas including supervision of the Company’s management.
Therefore, the Company proposes his election as Director serving as an
Audit and Supervisory Committee Member.
April 1995
Joined The Musashino Bank, Ltd.
Kimihiko Kojima
December 2007 Joined Deloitte Touche Tohmatsu LLC(April 19, 1972)
July 2009
Registered as a certified public accountant
October 2009
Joined Deloitte Tohmatsu Financial Advisory LLC
Newly appointed
September 2016 Registered as a certified public tax accountant
October 2016
Representative Partner, Value Advisory LLC(Significant concurrent positions)
Outside Director
Representative Partner, Value Advisory LLC[Reason for nomination as candidate for Outside Director serving as an
Independent
Audit and Supervisory Committee Member]
Director
Kimihiko Kojima has been serving as Representative Partner of Value
Advisory LLC with abundant experience and expertise as a certified
Years in office as
public accountant and tax accountant. He is expected to contribute to the
Director:
Not applicable as he strengthening of functions of the Board of Directors by providing
is a new candidate accurate advice mainly relating to finance and accounting as well as audit
and supervision over the execution of duties of Directors from an
Attendance at the independent standpoint. Therefore, the Company proposes his election as
Board of Directors Outside Director serving as an Audit and Supervisory Committee
Member.
meetings:
Not applicable as heis a new candidate

Number ofshares of theCompany held

- 18 -

7,559

0

No.

Name
(Date of birth)
Naoto Chiba(May 16, 1978)
Newly appointed
Outside Director
Independent
Director

3

Years in office as
Director:
Not applicable as heis a new candidate
Attendance at theBoard of Directors
meetings:
Not applicable as heis a new candidate

Career summary, positions and responsibilities
at the Company
November 2005 Judge, Sendai District Court
April 2009
Judge, Tokyo District Court, Tachikawa Branch
August 2010
Registered as attorney-at-law
August 2010
Joined Blakemore & Mitsuki
June 2014
Joined EY Law Co.
October 2017
Joined DT Legal Japan (to present)(Significant concurrent positions)
Attorney-at-law, DT Legal Japan[Reason for nomination as candidate for Outside Director serving as an
Audit and Supervisory Committee Member]
Although Naoto Chiba has not been involved in corporate management
other than as an outside director or an outside corporate auditor in thepast, he has expertise and abundant experience in legal affairs as an
attorney-at-law. He is expected to give valuable and accurate advice as alegal specialist, reflecting his experience in the Company’s managementfrom a neutral and objective standpoint. Therefore, the Company
proposes his election as Outside Director serving as an Audit andSupervisory Committee Member.

Notes: 1.

Number ofshares of theCompany held

0

There are no special interests between each candidate for Director serving as an Audit andSupervisory Committee Member and the Company.
2. Kimihiko Kojima and Naoto Chiba are candidates for Outside Director. The Company plans toregister Kimihiko Kojima and Naoto Chiba as Independent Directors in accordance with theregulations of the Tokyo Stock Exchange.
3. The Company has entered into an agreement with the candidate for Director serving as an Audit andSupervisory Committee Member, Kiyotada Kume to limit his liability under Article 423, Paragraph 1of the Companies Act to the amount stipulated by laws and regulations, in accordance with Article 31,
Paragraph 2 of the Articles of Incorporation. Subject to approval of his election at this Meeting, theCompany intends to continue the said agreement with him. Additionally, if the election of KimihikoKojima and Naoto Chiba as Directors serving as Audit and Supervisory Committee Members isapproved as proposed at this Meeting, the Company intends to enter into the same agreements withthem.
4. Kiyotada Kume currently serves as Corporate Auditor of the Company and his term of office will befour (4) years at the conclusion of this Meeting.

- 19 -

[Reference]
Independence Criteria for Independent Outside Directors
The Company’s independence criteria for Independent Outside Directors are based on the Guidelines
concerning Listed Company Compliance, etc. provided by the Tokyo Exchange with the addition of thefollowing items. The Company selects Outside Directors who do not fall under any of the following items as
Independent Outside directors.
1) Persons formerly affiliated with the Group or their family members
2) Executives of a lender from which the Company borrowed an amount accounting for 2% or more theCompany’s consolidated total assets in any of the past three fiscal years
3) A major shareholder who holds 10% or more of the Company’s voting rights or its executives4) Consultants, accounting or legal specialists who receive cash or other assets of 10 million yen or morefrom the Group other than executive compensation in any of the past three fiscal years.

- 20 -

Proposal 5:

Decision on Amount of Compensation for Directors (Excluding Directors Serving as Audit
and Supervisory Committee Members)

At the 1st Annual General Meeting of Shareholders held on June 26, 2015, it was resolved that the amount ofcompensation for Directors of the Company shall be within 200 million yen per year (of which, that for
Outside Directors be within 60 million yen per year, excluding the portion of salaries for Directors who
concurrently serve as employees), which remains effective to this day. On the other hand, the Company willtransition to a Company with an Audit and Supervisory Committee, provided that Proposal 2 “Partial
Amendments to the Articles of Incorporation” is approved as proposed.
Accordingly, the Company proposes to abolish the current provisions concerning the amount ofcompensation for Directors, and establish the amount of compensation for Directors (excluding Directors
serving as Audit and Supervisory Committee Members) to be within 200 million yen per year (of which, thatfor Outside Directors to be within 60 million yen per year, excluding the portion of salaries for Directors
who concurrently serve as employees), taking into account various factors including the economic
environment.
The number of Directors (excluding Directors serving as Audit and Supervisory Committee Members)
will be eight (8) (of which, three (3) are Outside Directors), if Proposal 2 “Partial Amendments to the
Articles of Incorporation” and Proposal 3 “Election of Eight (8) Directors (Excluding Directors Serving as
Audit and Supervisory Committee Members)” are approved as proposed.
This Proposal shall come into effect effective when Proposal 2 “Partial Amendments to the Articles ofIncorporation” takes effect.

Proposal 6:

Decision on Amount of Compensation for Directors Serving as Audit and Supervisory
Committee Members

The Company will transition to a Company with an Audit and Supervisory Committee, provided that
Proposal 2 “Partial Amendments to the Articles of Incorporation” is approved as proposed. Accordingly, theCompany proposes that the amount of compensation for Directors serving Audit and Supervisory Committee
Members be within 40 million yen per year, taking into account their duties and responsibilities.
The number of Directors serving as Audit and Supervisory Committee Members will be three (3), if
Proposal 2 “Partial Amendments to the Articles of Incorporation” and Proposal 4 “Election of Three (3)Directors Serving as Audit and Supervisory Committee Members” are approved as proposed.
This Proposal shall come into effect effective when Proposal 2 “Partial Amendments to the Articles ofIncorporation” takes effect.

- 21 -

Decision on Amount of Stock Compensation for Directors (Excluding Directors Serving as
Audit and Supervisory Committee Members and Outside Directors)

Proposal 7:

1. Reasons for proposal
At the 5th Annual General Meeting of Shareholders held on June 21, 2019, the introduction of a stockcompensation system (the “System”) for the Company’s Directors (excluding Outside Directors) wasapproved, which remains effective to this day. In line with a transition to a Company with an Audit andSupervisory Committee, provided that Proposal 2 “Partial Amendments to the Articles ofIncorporation” is approved as proposed, the Company requests approval to abolish the current amountof compensation for Directors under the System, and reestablish the amount of compensation for
Directors (excluding Directors serving as Audit and Supervisory Committee Members and Outside
Directors).
This Proposal is made for procedural purposes in line with the transition to a Company with an
Audit and Supervisory Committee, and the effective amount of compensation remains the same as thatapproved at the 5th Annual General Meeting of Shareholders. Therefore, the Company believes this
Proposal to be reasonable.
Specifically, the Company requests approval for the amount of compensation under the System for
Directors (excluding Directors serving as Audit and Supervisory Committee Members and Outside
Directors), separately from the compensation framework for Directors (excluding Directors serving as
Audit and Supervisory Committee Members) under Proposal 5.
The Company requests that details of the System be left to the discretion of the Board of Directors
within the framework stated in 2. below.
Currently, there are five (5) Directors (excluding Outside Directors) eligible for the System. Upon
the approval of Proposal 2 “Partial Amendments to the Articles of Incorporation” and Proposal 3“Election of Eight (8) Directors (Excluding Directors Serving as Audit and Supervisory Committee
Members)” as proposed, there will be five (5) Directors (excluding Directors serving as Audit andSupervisory Committee Members and Outside Directors) eligible for the System.
This proposal shall come into effect effective when Proposal 2 “Partial Amendments to the Articles
of Incorporation” takes effect.
2. Amount and reference information of the compensation, etc. under the System(1) Overview of the System
The System is a stock compensation system in which a trust (the “Trust”) established by theCompany by contributing cash will acquire the Company’s shares, and Company shares shall bedelivered to each Director (excluding Directors serving as Audit and Supervisory Committee
Members and Outside Directors; hereinafter referred to as “Directors” under this Proposal)
through the Trust in a number corresponding to the number of points granted to each Director by
the Company.
The timing the Directors will receive delivery of Company shares will be at their retirement, inprinciple.
The Company’s Directors (excluding
1) Persons eligible under the System
Directors serving as Audit and Supervisory
Committee Members and Outside Directors)
From the fiscal year ended March 31, 2020
2) Eligible Period
through the fiscal year ending March 31, 2024
Upper limit of cash to be contributed by
the Company as funds for acquiring
3)
A total of 50 million yen
Company shares required for delivery to
those eligible in 1) during the period in 2)
By disposal of treasury stock or repurchase of4) Method of acquiring Company sharesCompany shares from the stock market(including via off-floor trading)Upper limit of the number of points to be5)
46,000 points per fiscal year
granted to those eligible in 1)
6)

Criteria for granting points

Points granted corresponding to position, etc.

7)

Timing of delivering Company shares tothose eligible in 1)

At retirement, in principle(2) Upper limit of cash to be contributed by the Company- 22 -

The initial trust period of the Trust shall be five (5) years, and the Company shall establish theTrust by contributing cash of up to 50 million yen in total as compensation for Directors
incumbent during the Eligible Period to fund the purchase of Company shares required fordelivery to Directors under the System during the Eligible Period, with Directors satisfying certain
requirements as beneficiaries. The Trust is funded by cash entrusted by the Company, and shallacquire Company shares through the disposal of treasury stock or repurchase of Company sharesfrom the stock market (including via off-floor trading).
Note: The actual cash to be entrusted to the Trust by the Company shall include estimated amounts of trust fees,
trust administrator fees, etc. and other necessary expenses in addition to funds to acquire Company shares statedabove.

Each time an Eligible Period expires, the System may be continued by extending the Eligible
Period for a period within five (5) fiscal years determined each time, and by extending the Trust’s
trust period accordingly (including cases where the trust period is effectively extended bytransferring the Trust’s trust assets to another trust with the same purpose as the Trust establishedby the Company; hereinafter the same applies) upon decisions by the Company’s Board of
Directors. In this case, the Company shall additionally contribute cash to the Trust in an amount of
up to 10 million yen multiplied by the number of fiscal years in the portion of the Eligible Periodthat was extended, and continue granting points and delivery of Company shares as stated in (3)below.
In addition, even in cases where the Eligible Period is not extended and the System does notcontinue, if there are any Directors not yet retired while having already been granted points at the
expiry of the trust period, the Trust’s trust period may be extended until the Director retires andthe delivery of Company shares is completed.
(3) Calculation method and upper limit of Company shares for delivery to Directors
1) Method, etc. of granting points to Directors
Based on the share delivery regulations provided by the Company’s Board of Directors, theCompany grants points corresponding to position, etc. to each Director on the date for
granting points specified in the said regulations during the trust period.
However, the total number of points the Company shall grant to Directors is limited to
46,000 points per fiscal year.
2) Delivery of Company shares corresponding to the number of points granted
Directors shall receive delivery of Company shares in accordance with the procedure in 3)
below corresponding to the number of points granted in 1) above.
One (1) point shall be equivalent to one (1) share. However, if circumstances arise, suchas stock splits, reverse stock splits, or other events that justify adjustment of the number ofCompany shares to be delivered, the rate shall be reasonably adjusted in accordance with theratio of the stock split or reverse stock split, etc.
3) Delivery of Company shares to Directors
The Trust shall deliver Company shares to each Director stated in 2) above in principle at theretirement of each Director upon carrying out the prescribed beneficiary determination
procedures.
However, a certain portion of Company shares may be sold by the Trust and converted to
cash for the purpose the Company making deductions at source for tax payments, such as
withholding income tax, etc. and this will constitute delivery in cash instead of Company
shares. In addition, if Company shares held in the Trust are settled upon subscribing for atender offer, and if Company shares are converted to cash, delivery may be made in cash
instead of Company shares.
4) Exercise of voting rights
Based on the instructions of the trust administrator which is independent of the Company
and its officers, the voting rights associated with the Company shares held in the Trust shallnot be exercised uniformly. This is intended to secure the neutrality of the Company’s
management regarding the exercise of voting rights of the Company shares held in the Trust.
5) Treatment of dividends
Dividends from the Company shares held in the Trust shall be received by the Trust andapplied to payments for acquisition of Company shares, trust fees for the Trust’s trustee, etc.

- 23 -