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 1786)
June 3, 2022
To Shareholders with Voting Rights:
Tatsuya Ohno
Representative Director and President
Oriental Shiraishi Corporation
6-52 5chome, Toyosu, Kotouku, TokyoNOTICE OF
THE 71ST 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 71st Annual General Meeting of Shareholders (the “Meeting”) of
Oriental Shiraishi Corporation (the “Company,” together with its subsidiaries, the “Group”). The Meeting will
be held for the purposes as described below.
As was the case last year, this Meeting will be held under appropriate measures to prevent the spread of
COVID-19. Please note that any venue gathering a large number of shareholders still poses the risk of mass
exposure to the virus.
In light of the ongoing risks of COVID-19, we ask our shareholders to refrain from attending this year’s
Meeting in person, and exercise voting rights in advance via postal mail or electromagnetic method (theInternet, 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 Wednesday, June 22, 2022.
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:Thursday, June 23, 2022 at 10:00 a.m. Japan time
(Reception will start at 9:15 a.m.)

2. Place:

Toyosu Culture Center Civic Center Hall,
5F, Toyosu Civic Center, 2-2-18 Toyosu, Koto-ku, Tokyo, Japan* Please note that the venue is different from last year. For details, please refer tothe "Map to the Venue of the Annual General Meeting of Shareholders" at the endof this document to ensure that you are at the correct venue.
* The 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.orsc.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
71st Fiscal Year (April 1, 2021 – March 31, 2022) and results of audits of
the Consolidated Financial Statements by the Accounting Auditor and the
Audit and Supervisory Committee-1-2. Non-consolidated Financial Statements for the Company’s 71st Fiscal Year

(April 1, 2021 – March 31, 2022)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Proposal 3:
Election of Eight (8) Directors (Excluding Directors Serving as Audit andSupervisory Committee Members)
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.orsc.co.jp/) pursuant to laws and regulations and Article 17 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 Audit and Supervisory Committee in
preparing their respective 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.orsc.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.
Considering performance for the fiscal year under review, future business development, etc., theCompany hereby proposes the year-end dividend as follows:(1) Type of dividend property
Cash(2) Allotment of dividend property to shareholders and its amount
11 yen per share of the Company’s common stock
Total dividend amount of 1,285,475,444 yen(3) Effective date of the dividend of surplus
June 24, 2022

-3-

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for the proposal
The amended provisions stipulated in the proviso to Article 1 of the supplementary provisions of the“Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022.
Accordingly, in order to prepare for the introduction of the system for electronic provision of materials forgeneral meetings of shareholders, the Articles of Incorporation of the Company shall be amended asfollows:(1) The proposed Article 17, Paragraph 1 provides that information contained in the reference
documents for the general meeting of shareholders, etc. shall be provided electronically.
(2) The purpose of the proposed Article 17, Paragraph 2 is to establish a provision to limit the scope ofmatters to be included in the paper copy to be sent to shareholders who have requested it.
(3) The provisions related to the internet disclosure and deemed provision of the reference documents
for the general meeting of shareholders, etc. (Article 17 of the current Articles of Incorporation) will
become unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions
related to the effective date, etc. shall be established.
2. Details of the amendment
The details of amendments are as follows:(Underlines denote changes)
Current Articles of Incorporation
Articles 1. to 16. <Omitted>

Proposed Amendments
Articles 1. to 16. <Unchanged>(Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)
Article 17 The Company may, when convening ageneral meeting of shareholders, deemthat it has provided information toshareholders pertaining to matters to be
described or indicated in the reference
documents for the general meeting ofshareholders, business report,
non-consolidated financial statements, andconsolidated financial statements, bydisclosing such information through theinternet in accordance with the provisions
provided in the Ordinance of the Ministryof Justice.
<Newly established><Deleted>(Measures for Electronic Provision, Etc.)
Article 17 The Company shall, when convening ageneral meeting of shareholders, provide
information contained in the reference
documents for the general meeting ofshareholders, etc. electronically.
2. Among the matters to be provided
electronically, the Company may choose
not to include all or part of the matters
stipulated in the Ordinance of the
Ministry of Justice in the paper copy to besent to shareholders who have requested itby the record date for voting rights.

Articles 18. to 38. <Omitted>

Articles 18. to 38. <Unchanged>(Supplementary provisions)
Article 1. <Omitted>(Supplementary provisions)
Article 1. <Unchanged>(Transitional Measures Relating to Internet-4-Current Articles of Incorporation<Newly established>

Proposed Amendments
Disclosure and Deemed Provision of Reference
Documents for the General Meeting of
Shareholders, Etc.)
Article 2. The deletion of Article 17 (Internet
Disclosure and Deemed Provision ofReference Documents for the General
Meeting of Shareholders, Etc.) of thecurrent Articles of Incorporation and theestablishment of the proposed Article 17(Measures for Electronic Provision, Etc.)
shall come into effect on the date ofenforcement of the amended provisions
stipulated in the proviso to Article 1 of the
supplementary provisions of the Act
Partially Amending the Companies Act(Act No. 70 of 2019) (the “EffectiveDate”).
2. Notwithstanding the provision of thepreceding paragraph, Article 17 of thecurrent Articles of Incorporation shallremain in force with respect to a general
meeting of shareholders to be held on adate within six months from the EffectiveDate.
3. The Article shall be deleted after the lapseof six months from the Effective Date or
the lapse of three months from the date of
the general meeting of shareholders set
forth in the preceding paragraph,
whichever is later.

-5-

Proposal 3:

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

As the terms of office of all eight (8) Directors will expire at the conclusion of this Meeting, the electionof eight (8) Directors (excluding Directors serving as Audit and Supervisory Committee Members) is
proposed.
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 (63)Representative Director andPresident

Re-appointed

Attendance at the Boardof Directors meetings(Years in office)100% (15/15)
Years in office: 12 years

General Manager,
Engineering Division; incharge of Information
Systems; General
100% (15/15)
Director
Manager, East Japan
Years in office: 5 years
Business Innovation
Promotion Department,
Engineering Division
General Manager,
Administration Division;in charge of: Corporate
100% (15/15)
Director
Planning, Safety/
Years in office: 8 years
Quality/Environment andLegal Compliance2

Akio Shoji (59)Re-appointed

3

Yukihiko Hashimoto (60)Re-appointed

4

Toshiaki Mizuno (61)

Newly appointed

General Manager, Tokyo Branch

Not applicable as he is a
new candidate

5

Mitsuru Terui (58)

Newly appointed

General Manager, Civil
Engineering Business Division

Not applicable as he is a
new candidate

6

Hideaki Kato (69)

Re-appointed
Outside Director
Independent Director

Director

100% (15/15)
Years in office: 5 years

7

Yuko Sudani (40)(Registered name:Yuko Tamura)Re-appointed
Outside Director
Independent Director

Director

100% (15/15)
Years in office: 3 years

8

Hiroyuki Morinaga (69)

Re-appointed
Outside Director
Independent Director

Director

100% (15/15)
Years in office: 2 years(Note) The number of years in office includes the tenure at OSJB Holdings Corporation, which was mergedwith the Company on April 1, 2021.

-6-

No.

Name
(Date of birth)

Career summary, positions and responsibilities
at the Company
April 1983

1

Joined Oriental Concrete Corporation (currently, theCompany)
October 2007
Manager, Construction and Engineering Department,
Osaka Branch
February 2010
Director and Managing Executive Officer; General
Manager, Construction and Engineering Division
General Manager, Construction Department,
Construction and Engineering Division
July 2011
Director and Managing Executive Officer; General
Manager, Construction and Engineering Division and
Prestressed Concrete Building Department; in chargeof Safety/Quality/Environment
April 2012
Director and Managing Executive Officer; General
Tatsuya Ohno
Manager, Construction and Engineering Division; in(November 28, 1958)
charge of Safety/Quality/Environment
June 2012
Director, OSJB Holdings Corporation
Re-appointed
June 2015
Director and Senior Managing Executive Officer;
General Manager, Construction and Engineering
Years in office as
Division; in charge of Safety/Quality/Environment,
Director: 12 years
the Company
April 2016
Director and Senior Managing Executive Officer;
Attendance at theGeneral Manager, Civil Engineering Division; inBoard of Directors
charge of Safety/Quality/Environment
meetings: 15/15
April 2017
President and CEO (to present)(100%)
June 2017
Representative Director and President, OSJB
Holdings Corporation[Reason for nomination as candidate for Director not serving as an Audit
and Supervisory Committee Member]
Tatsuya Ohno took office as President and CEO of the Company in 2017
after serving as Director and Senior Managing Executive Officer;
General Manager, Civil Engineering. He has expertise in concrete
structures gained through long business experience as well as abundant
experience and insight into management in general. The Company
proposes to reelect him as a Director in hope that his appropriate
judgment based on his experience will enable the Company to makeprompt decisions and help the Company to further grow and increase its
corporate value.

Number ofshares of theCompany held

-7-

49,686

No.

Career summary, positions and responsibilities
at the Company

Number ofshares of theCompany held

Joined Oriental Concrete Corporation (currently, theCompany)
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
June 2019
Director; in charge of Engineering Divisions, OSJB
Holdings Corporation
January 2021
Director and Managing Executive Officer; General
Manager, Engineering Divisionin charge of Information Systems
General Manager, East Japan Business Innovation
Promotion Department, Engineering Division, theCompany (to present)[Reason for nomination as candidate for Director not serving as an Audit
and Supervisory Committee Member]
Akio Shoji took office as Director of the Company in 2017 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. The
Company proposes to reelect him as Director in the belief that he will
make appropriate judgments based on the above experience and will
expedite the Company's decision-making process.

24,443Name(Date of birth)
April 1985

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

Years in office as
Director: 5 years
Attendance at theBoard of Directors
meetings: 15/15(100%)

-8-

No.

Name
(Date of birth)

Career summary, positions and responsibilities
at the Company
April 1985

3

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, the Company
June 2015
Director; in charge of Corporate Planning, OSJB
Holdings Corporation
June 2016
Director; in charge of Internal Control and Corporate
Planning
April 2017
Director and Executive Officer; in charge of
Yukihiko Hashimoto
Corporate Planning and Safety/Quality/Environment,(March 4, 1962)
the Company
April 2018
Director and Executive Officer; General Manager,
Re-appointed
Administration Division; in charge of Corporate
Planning and Safety/Quality/Environment
Years in office as
April 2018
Director; in charge of Internal Control, Corporate
Director: 8 years
Planning, and General Affairs, OSJB Holdings
Corporation
Attendance at the June 2019
Director; in charge of Internal Control, Corporate
Board of Directors
Planning, Administration Divisions, and Compliance
meetings: 15/15
February 2020
Director; in charge of Internal Control, Corporate(100%)
Planning, Administration Divisions, and Legal
Compliance
April 2021
Director and Executive Officer; General Manager,
Administration Division; in charge of Corporate
Planning and Safety/Quality/Environment, and Legal
Compliance, the Company (to present)[Reason for nomination as candidate for Director not serving as an Audit
and Supervisory Committee Member]
Yukihiko Hashimoto has taken office as Director of the Company since2014, after accumulating business experience at MUFG Bank, Ltd. He
has financial expertise obtained through his long service at a bank aswell as abundant experience and insight into management. The Company
proposes to reelect him as Director in the belief that he will makeappropriate judgments based on the above experience and will expedite
the Company's decision-making process.

Number ofshares of theCompany held

-9-26,872

No.

Career summary, positions and responsibilities
at the Company

Number ofshares of theCompany held

Joined Shiraishi Co., Ltd. (currently, Oriental
Shiraishi Corporation)
April 2005
Manager, Sales Branch Office, Sapporo Branch, theCompany
October 2007
Manager, Hokkaido Office, Tokyo Branch
June 2011
In charge of Sales Team, Sales Department, Tokyo
BranchFebruary 2015
General Manager, Sales Department, Tokyo Branch
April 2016
Senior Vice Manager, Tokyo Branch; General
Manager, Sales Division
June 2017
Executive Officer; Senior Vice Manager, Tokyo
Branch; General Manager, Sales Department
April 2021
Executive Officer; Senior Manager, Tokyo Branch(to present)[Reason for nomination as candidate for Director not serving as an Audit
and Supervisory Committee Member]
Toshiaki Mizuno was appointed Executive Officer and Senior Managerof the Tokyo Branch in 2021 after serving as Manager of the Hokkaido
Branch and Senior Vice Manager of the Tokyo Branch. The Company
expects that he will be able to appropriately execute his duties as
Director of the Company given his expertise in sales departments gained
through years of experience as well as the wealth of experience andinsight cultivated in branch management, and hence proposes to electhim as new Director.

6,042

Name
(Date of birth)
April 1985

Toshiaki Mizuno(April 5, 1961)
Newly appointed

4

Years in office as
Director: Not
applicable as he is a
new candidate
Attendance at theBoard of Directors
meetings: Not
applicable as he is a
new candidate- 10 -

No.

Career summary, positions and responsibilities
at the Company

Number ofshares of theCompany held

Joined MITSUI CONSTRUCTION CO., LTD.
Construction Team, Construction Department,
Tohoku Branch, the Company
January 2017
Leader, Construction Team, Construction
Department, Civil Engineering Business Division
April 2018
Director and Vice President, Executive Officer, Japan
Bridge Corporation
April 2021
General Manager, Construction Department, Civil
Engineering Business Division, the Company
April 2022
General Manager, Civil Engineering Business
Division (to present)[Reason for nomination as candidate for Director not serving as an Audit
and Supervisory Committee Member]
Mitsuru Terui has served as the General Manager of the Civil
Engineering Business Division since April 2022, following his tenure as
Director and Vice President of group subsidiary Japan Bridge
Corporation and General Manager, Construction Department, Civil
Engineering Business Division, the Company. Based on his abundant
experience, specialized knowledge, and high level of expertise in theconstruction sector accumulated through years of leading on-site
construction management, the Company believes that he will be able toappropriately execute his duties as Director and proposes to elect him as
a new Director.

9,600

Name
(Date of birth)
April 1987
April 2000
Mitsuru Terui(August 16, 1963)
Newly appointed

5

Years in office as
Director: Not
applicable as he is a
new candidate
Attendance at theBoard of Directors
meetings: Not
applicable as he is a
new candidate- 11 -

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: 5 years
Attendance at theBoard of Directors
meetings: 15/15(100%)

Joined Nissho Iwai Corporation (currently, Sojitz
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 2012Managing Executive Officer; President, Consumer
Lifestyle Business Division, Sojitz Corporation
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 2017
Director and Chairman, Sojitz Pla-Net Corporation
June 2017
Director, OSJB Holdings Corporation
April 2019
Advisor, Sojitz Pla-Net Corporation
April 2021
Director, the Company (to present)[Reason for nomination as candidate for Outside Director not serving asan Audit and Supervisory Committee Member]
Hideaki Kato served many positions including Managing Executive
Officer of Sojitz Corporation and Director and Chairman of Sojitz
Pla-Net Corporation. As an Outside Director, he has played a beneficial
role by supervising the Company’s management, appropriately giving
pertinent opinions drawing on his abundant experience and deep insight,
and other contributions. Expecting that he will continue to appropriately
supervise the execution of business and provide useful advice for generalmanagement from a broad perspective, the Company proposes his
re-election as Outside Director.

Number ofshares of theCompany held

- 12 -

0

No.

Name
(Date of birth)

Career summary, positions and responsibilities
at the Company
September 2007

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

Independent
Director
Years in office as
Director: 3 years
Attendance at theBoard of Directors
meetings: 15/15(100%)

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, OSJB Holdings Corporation
April 2021
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. Based on such experience andexpertise, the Company has concluded that she will perform her duties as
Outside Director by giving appropriate supervision of and useful advice
to legal affairs in general in relation to the execution of business, andproposes her reelection as Outside Director.

Number ofshares of theCompany held

- 13 -

0

No.

Name
(Date of birth)

Career summary, positions and responsibilities
at the Company
March 1977
April 2002
June 2004

Hiroyuki Morinaga(October 25, 1952)
Re-appointed
Outside Director
8

Independent
Director
Years in office as
Director: 2 years
Attendance at theBoard of Directors
meetings: 15/15(100%)

Notes: 1.
2.

3.

4.

5.

Joined Aica Kogyo Co., Ltd.
Supervisor, Metropolitan Area Sales I
Director; Senior Executive Officer; General
Manager, Chemical Products Company
October 2006
Director; Senior Executive Officer; Supervisor,
Metropolitan Area Sales I; General Manager, Tokyo
BranchJuly 2008
Managing Director; General Manager, Building &Housing Materials Company
July 2009Managing Director; in charge of Market
Development Department
October 2010
Managing Director; in charge of Overseas Business
Department
April 2013
Managing Director; General Manager, Corporate
Planning Department
April 2014
Managing Director; Assistant to President; in chargeof Special Assignments
June 2014
Corporate Auditor
June 2018
AdvisorJune 2020
Director, OSJB Holdings Corporation
April 2021
Director, the Company (to present)[Reason for nomination as candidate for Outside Director not serving asan Audit and Supervisory Committee Member]
Hiroyuki Morinaga served as a Director of Aica Kogyo Co., Ltd. formany years. He has been fully performing 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 has concluded that he will perform his duties as Outside
Director by giving appropriate supervision of and useful advice to the
execution of business, and proposes his reelection as Outside Director.

Number ofshares of theCompany held

0

There are no special interests between each candidate for Director and the Company.
Hideaki Kato, Yuko Sudani, and Hiroyuki Morinaga are candidates for Outside Director. They
are also candidates for Independent Director in accordance with the regulations of the Tokyo
Stock Exchange.
The Company has entered into a directors and officers liability insurance (D&O insurance)
agreement provided in Article 430-3, Paragraph 1 of the Companies Act with an insurancecompany, with all Directors, Audit and Supervisory Committee Members, and Executive
Officers of the Company and its subsidiaries as the insured persons, and pays all premiums. The
policy covers damages and legal expenses incurred by the insured in the event that an investor,
employee, or other third party files a claim for damages arising from the insured's conduct on thejob. As a measure to ensure that the insured's execution of duties is appropriate, damages causedby the insured's intentional or criminal acts are exempt from the insurance coverage. Eachcandidate will be included as an insured party in the policy.
The Company has entered into agreements with the candidates for Outside Director, Hideaki
Kato, Yuko Sudani and Hiroyuki Morinaga to limit their liability under Article 423, Paragraph 1of the Companies Act to the amount 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 to continue the said agreements with them.
Hideaki Kato, Yuko Sudani and Hiroyuki Morinaga currently serve as an Outside Directors of
the Company and their terms of office will be five (5), three (3) and two (2), respectively, years
at the conclusion of this Meeting. (* Including the term of office at OSJB Holdings Corporation,
which was merged with the Company on April 1, 2021.)- 14 -

Reference: Management structure after Proposal 3 is approved (planned)
Areas of expertise and experience
Priority items related to growth strategies

Director(Audit and Supervisory
Committee Member)

Director

Title

Name

Attribute

Corporate
Management/
Management
Strategy

Finance/
Accounting

Research &Development

ICT

Fundamental management items

Internationality

Sustainability

Legal Affairs

Personnel/Labor
Quality Control Human Resource
Development

Expertise(CivilEngineering)

Tatsuya
Ohno●

Akio Shoji●

Yukihiko
Hashimoto●Toshiaki
Mizuno●●●Mitsuru
Terui

●

●

●

Hideaki
Kato

Outside Director
Independent

Yuko
Sudani

Outside Director
Independent
FemaleHiroyukiMorinaga

Outside Director
Independent

Kiyotada
Kume

●

●

●

●

●

Outside Director
Independent

Naoto
Chiba

Outside Director
Independent

●

●

●

●

●

●
●

●

●
●

Kimihiko
Kojima●●●●(Note) The above table does not show the complete set of expertise, etc. the candidates possess.

- 15 -

Priority items related to growthstrategies
Fundamental management
items

Areas of expertise and experience

Definition of areas of expertise / expectations
Corporate
Management/
Achieve long-term and sustainable growth of the Company through top
Management
management experience and insight in corporate management.
Strategy
Realize the Company's financial and capital strategies and mergers andFinance/Accounting
acquisitions based on expertise and insight in corporate accounting.
Develop technology with competitive advantage by using R&D experience
Research &and insight. Promote technology development contributing to productivity
Development
improvement.
Increase production efficiency through the use of information technology
ICT
based on experience and insight in IT technology.
Build a foothold for expanding overseas business through experiences inInternationality
overseas business.
Establish sustainable management by strengthening ESG (Environment,
Sustainability
Social, and Governance).
Establish compliance management of the Company through experience andLegal Affairs
insight in corporate legal affairs.
Improve quality in all aspects of our business, including safety, and transfer
Quality Control
of technology to ensure quality.
Improve employee levels and strengthen human resource management by
Personnel/Labor
ensuring work style reforms, strengthening diversity initiatives, andHuman Resourcesenhancing education, through human resource related experience andDevelopment
insights.
Apply knowledge and insight of bridge civil engineering to develop
Expertisestrategies for winning orders and qualified construction management for our(Civil Engineering)core businesses: new bridges, pneumatic caissons, and repair/reinforcement
projects. Appropriate business judgment for problem solving.

- 16 -

[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 Stock 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)
2)
3)
4)

Persons formerly affiliated with the Group or their family members
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
A major shareholder who holds 10% or more of the Company’s voting rights or its executives
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.

- 17 -