Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Securities Code 1786)
June 6, 2023
(Commencement Date of Electronic Provision Measures: May 30, 2023)
To Shareholders with Voting Rights:
Tatsuya Ohno
Representative Director and President
Oriental Shiraishi Corporation
6-52 5chome, Toyosu, Kotouku, TokyoNOTICE OF
THE 72ND 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 72nd 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.
In convening this Meeting, the Company has taken electronic provision measures to provide information
contained in Reference Documents for the General Meeting of Shareholders (the “Matters to be Provided
Electronically). The Matters to be Provided Electronically are posted on the following website on the Internet
under the “Notice of the 72nd Annual General Meeting of Shareholders.”
The Company’s website https://ir.orsc.co.jp/ja/ir/stock/meeting.html (only in Japanese)
In addition to the above, the Matters to be Provided Electronically are also available on the following website
on the Internet.
TSE website (TSE Listed Company Search)
http://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the Tokyo Stock Exchange website above, enter and search for the Company’s name or securities
code, and select “Basic information” followed by “Documents for public inspection/PR information” to review.
In this Meeting, please be advised that we may take measures to prevent the spread of COVID-19 at the venue.
We ask our shareholders to consider the latest situation of COVID-19 before coming to the venue. If you do
not attend the Meeting, please exercise voting rights in advance via postal mail or electromagnetic method (theInternet, etc.)
Voting rights can be exercised by either of the methods below, so please review the attached Reference
Documents for the General Meeting of Shareholders posted in the Matters to be Provided Electronically andexercise your voting rights by 5:30 p.m. Japan time on Thursday, June 22, 2023.
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 the Company(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:

Friday, June 23, 2023 at 10:00 a.m. Japan time
(Reception will start at 9:15 a.m.)-1-

2. Place:Toyosu Culture Center Civic Center Hall,
5F, Toyosu Civic Center, 2-2-18 Toyosu, Koto-ku, Tokyo, Japan* Depending on the situation of COVID-19, the operation of the Meeting may
have to be changed to ensure the safety of our shareholders first. Any changes
will be posted on our website (https://www.orsc.co.jp/, in Japanese only), so
please be sure to check our website prior to coming to the venue, even if you havedecided to attend the Meeting.

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
72nd Fiscal Year (April 1, 2022 – March 31, 2023) and results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Audit
and Supervisory Committee
2. Non-consolidated Financial Statements for the Company’s 72nd Fiscal Year
(April 1, 2022 – March 31, 2023)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Eight (8) Directors (Excluding Directors Serving as Audit andProposal 2:
Supervisory Committee Members)
Proposal 3:
Election of Three (3) Directors Serving as Audit and Supervisory Committee
Members
Proposal 4:
Partial Amendment and Continuation of Stock Compensation System for
Directors (Excluding Directors Serving as Audit and Supervisory Committee
Members and Outside Directors)
4. Matters Determined upon Convocation(1) Of the Matters to be Provided Electronically, the following matters are not included in the documents
to be delivered in accordance with laws and regulations and Article 17 of the Company’s Articles ofIncorporation.
1)
Notes to Consolidated Financial Statements
2)
Notes to Non-consolidated Financial Statements
Accordingly, such documents are a part of the documents audited by the Audit and Supervisory
Committee and the Accounting Auditor in preparing their audit reports.
(2) Treatment of votes with no indication of approval or disapproval for any of the proposals on the voting
rights exercise form
If your voting rights exercise form does not indicate approval or disapproval for each proposal, your votewill be deemed to be approval.
(3) Treatment of duplicated votes via post mail or the Internet
If you cast your votes via post mail and the Internet, the Company will consider the vote cast via theInternet to be valid.
(4) Treatment of duplicated votes cast via the Internet
If you cast your votes more than once via the Internet, the Company will consider the last vote to be valid.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~■ 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 Matters to be Provided Electronically, revised versions will be posted on each website
above.
■ No souvenirs will be provided to shareholders attending the Meeting. Your understanding would be muchappreciated.
* To control infection and preventive measures against the spread of COVID-19, the Company’s staff may
attend the Meeting wearing a face mask. We ask shareholders who are considering attending the Meeting toassess their health condition and the situation of COVID-19 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., the Company
hereby proposes the year-end dividend as follows:(1) Type of dividend property
Cash(2) Allotment of dividend property to shareholders and its amount
13.5 yen per share of the Company’s common stock
Total dividend amount of 1,577,613,915 yen(3) Effective date of the dividend of surplus
June 26, 2023

-3-

Proposal 2:

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 (64)Representative Director andPresident

Re-appointed

Attendance at the Boardof Directors meetings(Years in office)100% (16/16)
Years in office: 13 years

General Manager,
Engineering Division; incharge of Information
Systems; General
100% (16/16)
Director
Manager, East Japan
Years in office: 6 years
Business Innovation
Promotion Department,
Engineering Division
General Manager,
Administration Division;in charge of: Corporate
100% (16/16)
Director
Planning, Safety/
Years in office: 9 years
Quality/Environment andLegal Compliance2

Akio Shoji (60)Re-appointed

3

Yukihiko Hashimoto (61)Re-appointed

4

Toshiaki Mizuno (62)Re-appointed

Director

5

Hideaki Kato (70)Re-appointed
Outside Director
Independent Director

Director

100% (16/16)
Years in office: 6 years

6

Yuko Sudani (41)(Registered name:Yuko Tamura)Re-appointed
Outside Director
Independent Director

Director

100% (16/16)
Years in office: 4 years

7

Hiroyuki Morinaga (70)Re-appointed
Outside Director
Independent Director

Director

100% (16/16)
Years in office: 3 years

General Manager, Sales
Division

100% (12/12)
Years in office: 1 year

Harumi Isowa (60)
Newly appointed
Not applicable as he is a
Outside Director(Registered name:new candidate
Independent Director
Harumi Ichiishi)(Note) The number of years in office includes the tenure at OSJB Holdings Corporation, which was mergedwith the Company on April 1, 2021.
8

-4-

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
Tatsuya Ohno
April 2012
Director and Managing Executive Officer; General(November 28, 1958)
Manager, Construction and Engineering Division; incharge of Safety/Quality/Environment
Re-appointed
June 2012
Director, OSJB Holdings Corporation
June 2015
Director and Senior Managing Executive Officer;
Years in office as
General Manager, Construction and Engineering
Director: 13 years
Division; in charge of Safety/Quality/Environment,
the Company
Attendance at the April 2016
Director and Senior Managing Executive Officer;
Board of Directors
General Manager, Civil Engineering Division; inmeetings: 16/16
charge of Safety/Quality/Environment(100%)
April 2017
President and CEO (to present)
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 experienceand insight into management in general. The Company proposes to reelecthim as a Director in hope that his appropriate judgment based on his
experience will enable the Company to make prompt decisions and help
the Company to further grow and increase its corporate value.

-5-

Number ofshares of theCompany held

60,054

No.

Career summary, positions and responsibilities
at the Company

Name(Date of birth)
April 1985

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

Years in office as
Director: 6 years
Attendance at theBoard of Directors
meetings: 16/16(100%)

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.

-6-

Number ofshares of theCompany held

31,370No.

Name(Date of birth)

Career summary, positions and responsibilities
at the Company

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, Corporate3
Director: 9 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: 16/16
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
since 2014, after accumulating business experience at MUFG Bank,
Ltd. He has financial expertise obtained through his long service at abank as well as abundant experience and insight into management.
The Company proposes to reelect him as Director in the belief that hewill make appropriate judgments based on the above experience andwill expedite the Company's decision-making process.

Number ofshares of theCompany held

April 1985

-7-

31,729No.

Name(Date of birth)

Career summary, positions and responsibilities at the Company
April 1985

Toshiaki Mizuno(April 5, 1961)
Re-appointed
4

Years in office as
Director: 1 year
Attendance at theBoard of Directors
meetings: 12/12(100%)

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 Department
June 2017
Executive Officer; Senior Vice Manager, Tokyo
Branch; General Manager, Sales Department
April 2021
Executive Officer; Senior Manager, Tokyo Branch
June 2022
Director and Executive Officer; Senior Manager,
Tokyo Branch
April 2023
Director and Executive Officer; General Manager,
Sales Division (to present)[Reason for nomination as candidate for Director not serving as an
Audit and Supervisory Committee Member]
Toshiaki Mizuno has taken office as Director since 2022 after serving
as Manager of the Hokkaido Branch and Executive Officer andSenior Manager of the Tokyo Branch. The Company expects that hewill be able to appropriately execute his duties as Director of theCompany, given his expertise in sales departments gained throughyears of experience as well as the wealth of experience and insightcultivated in branch management, and hence proposes to reelect him
as Director.

-8-

Number ofshares of theCompany held

9,189

No.

Name
(Date of birth)

Career summary, positions and responsibilities
at the Company
April 1976

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

5

Independent
Director
Years in office as
Director: 6 years
Attendance at theBoard of Directors
meetings: 16/16(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
as an 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 abeneficial 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 businessand provide useful advice for general management from a broad
perspective, the Company proposes his re-election as Outside
Director.

-9-

Number ofshares of theCompany held

0

No.

Name
(Date of birth)
Yuko Sudani(Registered name:Yuko Tamura)(April 16, 1982)
Re-appointed
Outside Director

6

Independent
Director
Years in office as
Director: 4 years
Attendance at theBoard of Directors
meetings: 16/16(100%)

Career summary, positions and responsibilities
at the Company
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, 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
as an 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 andexpertise as a legal specialist, as well as valuable advice from theperspective of supervision and checks of the Company. Based on such
experience and expertise, 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, and proposes her reelection as Outside
Director.

- 10 -

Number ofshares of theCompany held

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
7

Independent
Director
Years in office as
Director: 3 years
Attendance at theBoard of Directors
meetings: 16/16(100%)

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
as an 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.

- 11 -

Number ofshares of theCompany held

0

No.

Name
(Date of birth)
Harumi Isowa(Registered name:
Harumi Ichiishi)(April 12, 1963)
Newly appointed
Outside Director

8

Independent
Director
Years in office as
Director: Not
applicable as she isa new candidate
Attendance at theBoard of Directors
meetings: Not
applicable as she isa new candidate

Notes: 1.
2.
3.

4.

5.

Career summary, positions and responsibilities at the Company
April 1988
April 2006
April 2017
June 2018

Joined The Mainichi Newspapers Co., Ltd.
Kofu Bureau Chief
Director, Digital Media Bureau
General Manager, Sales Headquarters II;
Director, Mainichi Advertising Inc.
June 2020
Representative Manager, Tokyo Head Office
June 2021
Outside Director, Kobelco Eco-Solutions Co.,Ltd.
June 2022
Advisor (to present)
June 2022
Outside Director, DAISUE CONSTRUCTION
CO., LTD. (to present)(Significant concurrent positions)
Advisor, Kobelco Eco-Solutions Co., Ltd.
Outside Director, DAISUE CONSTRUCTION CO., LTD.
[Reason for nomination as candidate for Outside Director not serving
as an Audit and Supervisory Committee Member and expected roles]
Harumi Isowa has served as a director and outside director at othercompanies. Based on her extensive experience and expertise as amanager, the Company expects her to provide reasonable opinions on
the Company’s management and contribute to improving theCompany’s corporate value by providing useful advice andappropriate supervision based on her many years of work experienceat a newspaper company. Therefore, the Company proposes her new
election as Outside Director.

Number ofshares of theCompany held

There are no special interests between each candidate for Director and the Company.
Hideaki Kato, Yuko Sudani, Hiroyuki Morinaga, and Harumi Isowa 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 Officersof 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 the job. As ameasure to ensure that the insured's execution of duties is appropriate, damages caused by the
insured's intentional or criminal acts are exempt from the insurance coverage. Each candidate 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 1 of theCompanies Act to the amount stipulated by laws and regulations, in accordance with Article 29,
Paragraph 2 of the Articles of Incorporation. Subject to the approval of their reelection at thisMeeting, the Company intends to continue the said agreements with them. If her election ofHarumi Isowa is approved as Director not serving as an Audit and Supervisory Committee
Member as proposed at this Meeting, the Company intends to enter into the same agreement with
her.
Hideaki Kato, Yuko Sudani, and Hiroyuki Morinaga currently serve as Outside Directors of theCompany and their terms of office will be six (6), four (4), and three (3), respectively, years at theconclusion of this Meeting. (* Including the term of office at OSJB Holdings Corporation, which
was merged with the Company on April 1, 2021.)- 12 -

0Proposal 3:

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

As the terms of office of all three (3) Directors will expire at the conclusion of this Meeting, the electionof three (3) Directors serving as Audit and Supervisory Committee Members is proposed.
The Audit and Supervisory Committee has consented to this proposal.
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 Members
No.

Positions and responsibilities at
the Company

Name (Age)Attendance at the Boardof Directors meetings(Year in office)Not applicable as he is a
new candidate

1

Masaaki Takeda (64)

Newly appointed

2

Kimihiko Kojima (51)Re-appointed
Outside Director
Independent Director

Director serving as Audit andSupervisory Committee Member

100% (16/16)
Years in office: 3 years

3

Naoto Chiba (45)Re-appointed
Outside Director
Independent Director

Director serving as Audit andSupervisory Committee Member

100% (16/16)
Years in office: 3 years(Note)The number of years in office includes the tenure of OSJB Holdings Corporation, which was mergedwith the Company on April 1, 2021.

- 13 -

No.

Name(Date of birth)

Career summary, positions and responsibilities at the Company
April 1981

Masaaki Takeda(December 23, 1958)
Newly appointed
1

Years in office as
Director: 3 years
Attendance at theBoard of Directors
meeting: Not
applicable as he is a
new candidate

Joined Oriental Concrete Corporation(currently, Oriental Shiraishi Corporation)
March 2011
General Manager, General Affairs
Department, Administrative Division
June 2014
General Manager, Accounting and Finance
Department, Administrative Division
June 2014
General Manager, Accounting and Finance
Office; OSJB Holdings Corporation
December 2014 General Manager, Accounting and Finance
Office; General Manager, General Affairs
OfficeDecember 2014 General Manager, Accounting and Finance
Department, Administrative Division; General
Manager, General Affairs Department,
Administrative Division, the Company
April 2015
General Manager, General Affairs
Department, Administrative Division
April 2015
General Manager, General Affairs Office,
OSJB Holdings Corporation
June 2017
Executive Officer; General Manager, General
Affairs Department, Administrative Division;
General Manager, Human Resources
Department, Administrative Division, theCompany
April 2018
Executive Officer and General Manager,
General Affairs Department, Administrative
Division
June 2018
Executive Officer and General Manger,
Accounting and Finance Department,
Administrative Division
June 2018
Director in charge of Compliance and General
Manager, Accounting and Finance Office,
OSJB Holdings Corporation
June 2019
General Manager, Accounting and Finance
OfficeApril 2021
Executive Officer; General Manager,
Accounting and Finance Department,
Administrative Division, the Company
June 2021
General Manager, Accounting and Finance
Department, Administrative Division
July 2022
Advisor (to present)[Reason for nomination as candidate for Director serving as an
Audit and Supervisory Committee Member]
Masaaki Taketa took office as Director in 2018 after gaining
experience as the General Manager of the Accounting and Finance
Department and the General Manager of the General Affairs
Department and is currently responsible for providing advice andsupervision on all accounting matters as the advisor in charge of
the Accounting and Finance Department. The Company expects
him to perform a sufficient role in the supervision of the Company
based on his extensive experience and wide range of expertise
gained through his many years of experience. Therefore, theCompany proposes his election as Director serving as an Audit andSupervisory Committee Member.

- 14 -

Number ofshares of theCompany held

32,195No.

Name(Date of birth)

Career summary, positions and responsibilities at the Company
April 1995
December 2007
July 2009
October 2009

Kimihiko Kojima(April 19, 1972)
Re-appointed
Outside Director
2

Independent
Director
Years in office as
Director: 3 years
Attendance at theBoard of Directors
meetings: 16/16(100%)

Joined The Musashino Bank, Ltd.
Joined Deloitte Touche Tohmatsu LLC
Registered as a certified public accountant
Joined Deloitte Tohmatsu Financial
Advisory LLC
September 2016 Registered as certified public tax accountant
October 2016
Representative Partner, Value Advisory LLC
June 2020
Director serving as an Audit and Supervisory
Committee Member, OSJB Holdings
Corporation
April 2021
Director serving as an Audit and Supervisory
Committee Member, the Company (topresent)(Significant concurrent position)
Representative Partner, Value Advisory LLC[Reason for nomination as candidate for Outside Director
serving as an Audit and Supervisory Committee Member andexpected roles]
Kimihiko Kojima has been serving as Representative Partner ofValue Advisory LLC with abundant experience and expertise asa certified public accountant and tax accountant. He is expected
to contribute to the strengthening of functions of the Board of
Directors by providing accurate advice mainly relating tofinance and accounting as well as audit and supervision over the
execution of duties of Directors from an independent standpoint.
Therefore, the Company proposes his election as Outside
Director serving as an Audit and Supervisory Committee
Member.

- 15 -

Number ofshares of theCompany held

0

Name
(Date of birth)

No.

Career summary, positions and responsibilities
at the Company
November 2005
April 2009

Naoto Chiba(May 16, 1978)
Re-appointed
Outside Director
Independent
Director

3

Years in office as
Director: 3 years
Attendance at theBoard of Directors
meetings: 16/16(100%)

Note: 1.
2.
3.

4.

5.

6.

Judge, Sendai District Court
Judge, Tokyo District Court, Tachikawa
BranchAugust 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)
June 2020
Director serving as an Audit and Supervisory
Committee Member, OSJB Holdings
Corporation
April 2014
Director serving as an Audit and Supervisory
Committee Member, the Company (topresent)(Significant concurrent position)
Attorney, DT Legal Japan
Reason for nomination as candidate for Outside Director serving
as an Audit and Supervisory Committee Member and expectedroles]
Naoto Chiba has legal expertise and abundant experience inlegal affairs as an attorney-at-law. He is expected to givevaluable and accurate advice as a legal specialist, reflecting his
experience in the Company’s management from a neutral andobjective standpoint. Therefore, the Company proposes hiselection as Outside Director serving as an Audit and Supervisory
Committee Member.

Number ofshares of theCompany held

There are no special interests between each candidate for Director serving as an Audit and Supervisory
Committee Member and the Company.
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.
The Company has entered into agreements with the candidates for Director serving as Audit andSupervisory Committee Member, Kimihiko Kojima and Naoto Chiba to limit their liability under
Article 423, Paragraph 1 of the Companies Act to the amount stipulated by laws and regulations, inaccordance with Article 29, Paragraph 2 of the Articles of Incorporation. Subject to the approval of
their reelection at this Meeting, the Company intends to continue the said agreements with them. If
the election of Masaaki Takeda as Director serving as an Audit and Supervisory Committee Member
is approved as proposed at this Meeting, the Company intends to enter into the same agreement withhim.
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 insurance company. 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 insurance company, with all
Directors, Audit and Supervisory Committee Members, and Executive Officers of the Company andits 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 aclaim for damages arising from the insured's conduct on the job. As a measure to ensure that theinsured's execution of duties is appropriate, damages caused by the insured's intentional or criminal
acts are exempt from the insurance coverage. Each candidate will be included as an insured party inthe policy.
Kimihiko Kojima and Naoto Chiba currently serve as Outside Directors serving as Audit andSupervisory Committee Members of the Company and their terms of office will be three (3) 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.)
The term of office of Masaaki Takeda as Director indicates the period during which he served as
Director of the Company in the past.

- 16 -

0Proposal 4: Partial Amendment and Continuation of Stock Compensation System for Directors (Excluding
Directors Serving as Audit and Supervisory Committee Members and Outside Directors)
1. Reasons for the proposal and justification for the proposed compensation
A stock compensation system using a trust structure (the “System”) was approved by the 68th Annual
General Meeting of Shareholders held on June 14, 2019, as compensation for the Company’s Directors(excluding Directors serving as Audit and Supervisory Committee Members and Outside Directors; the same
applies hereinafter unless otherwise specified), and the System was introduced. The partial amendment of
the System pursuant to the transition to a company with an audit and supervisory committee and theabsorption-type merger of OSJB Holdings Corporation (hereinafter the “Non-surviving Company”),
effective April 1, 2021, was then approved by the Extraordinary General Meeting of Shareholders held on
January 29, 2021. The System currently operates as thus amended. The Company now proposes to further
amend and continue the System.
Under the System, a trust established by the Company by contributing cash will acquire shares of theCompany. These shares are delivered through the trust to each Director, in a number corresponding to thenumber of points granted to each Director by the Company. The Company proposes to amend the System tolink the number of points granted to each Director with the Company’s business performance, and to amend
the maximum amount of cash that can be contributed to the trust by the Company to fund the acquisition of
the Company’s shares and the maximum number of points that can be granted to Directors.
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.
The System was introduced for the purpose of increasing awareness of contribution to improving businessperformance and enhancing corporate value in the medium and long term by ensuring that Directors sharewith shareholders the benefits and risks from stock price movements. The amendments to the System under
this proposal are designed to further raise awareness by linking the number of shares delivered to Directors
with factors such as the degree to which business performance targets are achieved. In addition, theamendments are aimed at further boosting this awareness by increasing the maximum number of shares thatcan be delivered.
Under the System, as amended in this proposal, compensation will be paid to Directors (excluding
Directors serving as Audit and Supervisory Committee Members and Outside Directors) in office during thethree fiscal years from the fiscal year ending March 31, 2024 to the fiscal year ending March 31, 2026 (the“Eligible Period”), separately from the cash compensation limit for Directors (excluding Directors serving
as Audit and Supervisory Committee Members) approved by the Extraordinary General Meeting of
Shareholders held on January 29, 2021 (200 million yen per annum, including up to 60 million yen perannum for Outside Directors, but not including salaries received in the capacity of an employee).
An overview of the Company’s policy for determining the remuneration of individual Directors ispresented in “4. Company Officers (5) Directors’ compensation, etc. (i) Policy on determining the amounts
and calculation methods for Directors’ compensation, etc.” in the Business Report (in Japanese). The
Company intends to amend this policy in accordance with the content of this proposal, subject to the approval
and adoption of this proposal. The Company believes that the content of this proposal is necessary andreasonable in order to pay compensation, etc. in line with the amended policy, and that the proposal istherefore appropriate.
If Proposal 2 “Election of Eight (8) Directors (Excluding Directors Serving as Audit and Supervisory
Committee Members)” is approved and adopted as proposed then four (4) Directors will be eligible under
the System.
The System has also been introduced for Executive Officers who have concluded delegation agreementswith the Company (hereinafter “Executive Directors”) and directors and executive officers of othercompanies in the Group. If this proposal is approved as proposed then the System will be likewise partiallyamended and continued for Executive Officers and directors and executive officers of Group companies.
2. Amount and other details of remuneration under the System
The amount, details, etc. of compensation, etc. under the System after amendment are as follows.
(1) Overview of the System
As described above, the System is a stock compensation system where a trust (the “Trust”), of which
the Company is trustor (the Non-surviving Company was designated as trustor at the time when the System
was introduced in 2019, but the Company succeeded to the status of trustor upon the absorption-typemerger of the Non-surviving Company on April 1, 2021), acquires shares of the Company, and theCompany delivers these shares to each Director through the trust, in a number corresponding to the numberof points granted to each Director by the Company. Two types of points are granted to Directors under the
System: points based on position, etc. (“Fixed Points”) and points based on position and the degree of- 17 -

achievement of business performance targets, etc. (“Performance-linked Points”).
The timing the Directors will receive delivery of Company shares will be at their retirement, in principle.
(i)Persons eligible under the System(ii)

Eligible Period

The Company’s Directors (excluding Directors
serving as Audit and Supervisory Committee
Members and Outside Directors))
From the fiscal year ending March 31, 2024 throughthe fiscal year ending March 31, 2026

Upper limit of cash to be contributed by theCompany as funds for acquiring Company(iii)
A total of 135 million yen
shares required for delivery to those eligible in(i) during the period in (ii)
By disposal of treasury stock or repurchase of(iv) Method of acquiring Company sharesCompany shares from the stock market (including
via off-floor trading)Upper limit of the number of points to be(v)
630,000 points per fiscal year
granted to those eligible in (i)[Fixed Points]
Points granted corresponding to position, etc.
[Performance-linked Points](vi) Criteria for granting points
Points granted based on factors such as position andthe degree of achievement of business performancetargets
Timing of the delivering Company shares to At the time of retirement from the office of Director,(vii)
those eligible in (i)in principle(2) Upper limit of additional entrustment of cash by the Company
In addition to extending the term of the Trust already established, the Company shall make additional
contributions of up to 135 million yen in total, as compensation for Directors incumbent during the Eligible
Period, in order to fund the necessary acquisition of the Company’s shares to deliver to Directors under theamended System. Using cash entrusted by the Company as funds (including cash remaining in the Trust
before the additional contribution above), the Trust shall acquire a number of the Company’s shares, either
by accepting the disposal of treasury shares by the Company or through the stock market (including via
off-floor trading). The shares of the Company delivered from the Trust to Directors under (3) (ii) below
may comprise not only the additional shares acquired by the Trust, as described above, but also sharesalready held by the Trust for the purposes of the System prior to the amendments.
Note: The amount of additional cash that the Company contributes to the Trust will be the total ofnecessary expenses such as trust fees and compensation for the trust administrator, in addition to
funds for the acquisition of the Company’s shares, as described above. If, the Company partiallyamends and continues the System, as described above, for its Executive Officers and the directors
and executive officers of Group companies, it will also make an additional contribution to the Trustof the funds necessary to acquire the number of the Company’s shares needed to deliver to Executive
Officers and the directors and executive officers of Group companies.
A new Eligible Period (not exceeding five (5) fiscal years at a time; the “New Eligible Period”) may beestablished by a decision of the Company’s Board of Directors. In this case, the term of the Trust shall be
extended (or effectively extended through the establishment of another trust with the same purpose towhich the trust assets are transferred; the same applies hereinafter) for a maximum of five (5) years eachtime, and the System continued. In such a case, the Company shall additionally contribute to the Trust an
amount of money not exceeding 45 million yen multiplied by the number of fiscal years in the New Eligible
Period, as funds for the acquisition of the necessary number of shares to be delivered to Directors, and theCompany shall continue the award of points and delivery of shares set forth in (3) below. The same shallapply hereinafter.
Even where no New Eligible Period is established and the System is not continued as described above,
where there are one or more Directors who have been awarded points but have not yet retired at the
expiration of the term of the Trust, the term of the Trust may be extended until the relevant Directors retire
and receive delivery of the Company’s shares.
(3) Calculation method and upper limit of the Company’s shares to be delivered to Directors(i) Method, etc. of granting points to Directors
Based on the share delivery regulations established by the Board of Directors (the Company intends- 18 -

to revise these regulations), the Company shall grant Fixed Points and Performance-linked Points toeach Director on the day designated for the grant of points under the share delivery regulations during
the term of the Trust. During the Eligible Period set forth in (1) (ii) above, Performance-linked Points
shall be granted based on position and the degree of achievement of the ROE target for the final fiscal
year of the medium-term management plan (the fiscal year ending March 31, 2026), the TSR growthrate relative to TOPIX, and the Company's ESG indicator (greenhouse gas reduction target).
The total number of points (the sum of Fixed Points and Performance-linked Points) that theCompany grants to Directors shall not exceed 630,000 points during the Eligible Period set forth in (1)(ii) above. Each time a New Eligible Period is established, as in (2) above, the total number of points
granted during this New Eligible Period shall not exceed 210,000 points multiplied by the number offiscal years in the New Eligible Period.
(ii) Delivery of the Company’s shares in accordance with the number of points granted
The number of shares delivered shall correspond to the number of points granted, as described in (i)above. Directors shall follow the procedures set forth in (iii) below to accept delivery of the Company’s
shares. However, in situations such as the resignation of a Director for personal convenience, all orsome of the points granted until that time shall be canceled and no shares of the Company shall bedelivered corresponding to these points.
Each point shall correspond to one share of the Company’s stock. However, the number of theCompany’s shares, etc. to be delivered per point may be adjusted where adjustment is deemed
reasonable due to an event such as a stock split or stock consolidation of the Company’s shares, inaccordance with the stock split ratio, consolidation ratio, or the like.
(iii) Delivery of the Company’s shares to Directors
In principle, each Director shall obtain beneficiary rights with respect to the Trust by completing thedesignated procedures at the time of the Director’s retirement and shall receive delivery of the sharesof the Company in (ii) above as a beneficiary of the Trust.
However, a certain proportion of the Company’s shares to be delivered to Directors may be converted
into cash within the Trust and withheld by the Company for the purpose of paying withholding tax, etc.
Moreover, where the Company’s shares held in the Trust have been converted to cash, such as where it
has accepted and settled a tender offer for the Company’s shares, money may be delivered in lieu of theCompany’s shares.
(4) Exercise of voting rights
Based on instructions of the trust administrator, who is independent of the Company and its officers, novoting rights pertaining to the Company’s shares held in the Trust shall be exercised. This method isdesigned to ensure the neutrality of the exercise of voting rights held in the Trust with regard to theCompany’s management.
(5) Treatment of dividends
Dividends pertaining to shares of the Company held in the Trust shall be received by the Trust andallocated to pay for the acquisition of the Company’s shares, as well as for trust fees payable to the trusteeof the Trust.
3. Delivery of the Company’s shares in accordance with the number of points awarded based on the System
prior to amendment
Persons who hold points awarded based on the System prior to its amendment under this proposal may,in principle, receive delivery of a corresponding number of the Company’s shares (which have already beenacquired by the Trust) through the Trust on their retirement as Directors.

- 19 -

Reference: Management structure after Proposal 2 and Proposal 3 are 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

Tatsuya
Ohno●

Akio Shoji●

Yukihiko
Hashimoto●Toshiaki
Mizuno●Hideaki
Kato

Outside Director
Independent

Yuko
Sudani

Outside Director
Independent
FemaleHiroyukiMorinaga

Outside Director
Independent●

Harumi
Isowa

Outside Director
Independent
Female●MasaakiTakeda●Finance/
Accounting

Research &Development●

ICT

Outside Director
Independent

Naoto
Chiba

Outside Director
Independent

Internationality

Sustainability

Legal Affairs

●

●

●

Personnel/Labor
Quality Control Human Resource
Development

●

●

●

●

●

●
●

●
●

●

●

●
●

●

●
●

●
●

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

- 20 -

Expertise(CivilEngineering)

●

●

●

Kimihiko
KojimaFundamental management items●

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.

- 21 -

[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.

- 22 -