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.

Securities Code: 6362
June 7, 2024
To our shareholders:Hiroaki ISHII
President
Ishii Iron Works Co., Ltd.
26-11, 3-Chome, Tsukishima, Chuo-ku, TokyoNOTICE OF THE 158TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 158th Ordinary General Meeting of Shareholders of Ishii Iron Works Co., Ltd. (the“Company”), which will be held as described below.
The proposals being presented to this General Meeting include the Company’s proposals (Proposals 1 through 3) andshareholder proposals (Proposals 4 and 5). The content of the proposals is as described in the Reference Documents
for the General Meeting of Shareholders, but the Board of Directors of the Company opposes Proposals 4 and 5,
which are shareholder proposals. For details on the opinions of the Company’s Board of Directors regarding theshareholder proposals, please see pages 16 and 18.
In convening this General Meeting, the Company takes measures for providing information that constitutes thecontent of Documents for the General Meeting of Shareholders, etc. (items for which the measures for providing
information in electronic format will be taken) in electronic format. This information is posted on the Company’s
website, so please access the website by using the internet address shown below to view the information.
The Company’s website:
https://www.ishii-iiw.co.jp/report/ (in Japanese)
In addition to the above website, items for which the measures for providing information in electronic format will betaken are also posted on the website of the Tokyo Stock Exchange (TSE). Access the TSE website (Listed Company
Search) below, enter “Ishii Iron Works” in “Issue name” or the Company’s securities code “6362” in “Code,” andclick “Search.” Then, click “Basic information” and select “Documents for public inspection/PR information.” Under“Filed information available for public inspection,” click “Click here for access” under “[Notice of General
Shareholders Meeting /Informational Materials for a General Shareholders Meeting]” to view the information.
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
Instead of attending the meeting in person, you may exercise your voting rights via the internet or in writing. Please
review the Reference Documents for the General Meeting of Shareholders, and exercise your voting rights no later
than 5:20 p.m., Wednesday, June 26, 2024 (JST).

-1-1. Date and Time: Thursday, June 27, 2024 at 10:00 a.m. (JST)
2. Venue:
Belle Salle Tokyo Nihonbashi, Conference Center, 5th floor
Tokyo Nihonbashi Tower, 7-1, 2-Chome, Nihonbashi, Chuo-ku, Tokyo
3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 158th Term (from April 1, 2023 to March
31, 2024), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor
and the Audit and Supervisory Committee
2. Non-Consolidated Financial Statements for the 158th Term (from April 1, 2023 to March 31, 2024)
Items to be resolved:<Company Proposals>
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Three (3) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal 3:
Election of Three (3) Directors Who Are Audit and Supervisory Committee Members<Shareholder Proposals>
Proposal 4:
Appropriation of Surplus
Proposal 5:
Amendment to the Articles of Incorporation
Other matters related to the convocation of the General Meeting of Shareholders
1. With regard to exercising voting rights by proxy, the proxy shall be one (1) other shareholder who has voting
rights, and who shall exercise the voting rights. In this case, please submit as proof of proxy authority the Letterof Proxy and, in principle, one of the below documents (1) through (3). Note, however, that official certification
documents with an expiration date must be valid as of the date of this General Meeting. Those official
certification documents without an expiration date must have been prepared within six months prior to the dateof this General Meeting.
(1) For individual shareholders: One of the below (a) through (c)(a) The Exercise of Voting Rights Form for this General Meeting of the shareholder delegating theirvoting rights(b) Certificate of seal registration for the seal stamped on the Letter of Proxy (only if the document isstamped with a seal)(c) Driver’s license (including proof of driving record); various types of health insurance cards; national
Pension Handbook; Physical Disability Certificate; Maternal and Child Health Handbook; Residence
Card; Special Permanent Resident Certificate; Individual Number Card (front only); Basic Resident
Register Card; or copy of a passport or other officially issued document, etc. listing name and address
and affixed with a face photo(2) For corporate shareholders: One of the below (a) through (c)(a) The Exercise of Voting Rights Form for this General Meeting of the shareholder delegating theirvoting rights(b) Certificate of seal registration for the seal stamped on the Letter of Proxy (only if the document isstamped with a seal)(c) The Certificate of Registered Matters or other officially issued document, etc. listing the name of thecorporation and its head office or principle business office(3) For foreign nationals not residing in Japan and corporations having their head office or principal office ina foreign country: One of the below (a) or (b)(a) One of the documents listed in the above (1) (for foreign nationals) or (2) (for corporations)(b) Documents, etc. issued by a foreign government or international body and approved by the Japanese
government, and which list matters of personal identification (name, address or location of head
office).
Non-shareholders, including proxies and other accompanying individuals who are not shareholders, are notpermitted to attend the General Meeting of Shareholders.
2. For those attending on the day of the meeting, please submit the Exercise of Voting Rights Form to the reception
desk at the venue-2-

3. Absent an indication of approval or disapproval of any of the proposals when exercising voting rights via the
Exercise of Voting Rights Form, the shareholder will be deemed to have indicated their intent to vote “for” theproposals proposed by the Company and “against” the proposals proposed by shareholders.
4. If your voting rights have been exercised more than once via the internet, the last vote exercised shall be deemedvalid.
5. If your voting rights have been exercised in duplicate via the Exercise of Voting Rights Form and the internet,
the voting rights exercised via the internet shall be deemed valid.
6. In the event of a non-uniform exercise of voting rights, please provide notification in writing or byelectromagnetic means of your intent to exercise your voting rights non-uniformly and the reason for doing so
no later than three days prior to this General Meeting.
7. For this General Meeting, same as last year, the Company will deliver the paper-based documents stating theitems for which the measures for providing information in electronic format will be taken to all shareholders,regardless of whether or not they have requested them.
Among the items for which the measures for providing information in electronic format will be taken, thefollowing items are not included in the paper-based documents to be delivered, in accordance with the provisionsof laws and regulations and Article 16 of the Articles of Incorporation of the Company. Accordingly, such paperbased documents are part of the documents audited by the Accounting Auditor and the Audit and Supervisory
Committee in preparing their audit reports.
(1) “Consolidated Statement of Changes in Net Assets” and “Notes to the Consolidated Financial Statements”
of the Consolidated Financial Statements(2) “Statement of Changes in Net Assets” and “Notes to the Non-Consolidated Financial Statements” of the
Non-Consolidated Financial Statements
8. If revisions to items for which the measures for providing information in electronic format will be taken arise, a
notice of the revisions and the details of the matters before and after the revisions will be posted on the
Company’s website as well as the website of the Tokyo Stock Exchange on the Internet described in page 1.

-3-

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Matters<Company Proposals (Proposal 1 through Proposal 3)>
Proposal 1:
Appropriation of Surplus
With respect to dividends, the Company seeks to return profits to shareholders stably while strengthening its internal
reserves for future growth.
Under this basic policy, the Company, in consideration of its business results for the fiscal year ended March 31,
2024 and future business developments, proposes a year-end dividend of ¥90 per share, an increase of ¥20 per sharefrom the previous fiscal year, as follows:(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof¥90 per common share of the Company
Total amount of dividends: ¥312,675,660(3) Effective date of distribution of dividends of surplus
June 28, 2024

-4-

Proposal 2:

Election of Three (3) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

The tenure of all four (4) Directors (excluding Directors who are Audit and Supervisory Committee Members;
applicable to the rest of this proposal) will end at the conclusion of this General Meeting. Therefore, to streamline
the management structure, the Company proposes to reduce the number of Directors by one (1) and to elect three (3)Directors.
This proposal has been decided after deliberation at the Nomination and Compensation Committee.
In addition, the Audit and Supervisory Committee has considered this proposal and given their consent.
The candidates for Director are as follows:
No.

Name

Current position and responsibilities in the Company

Attributes

1

Hiroaki ISHII

Representative Director and President, and General Manager,
Corporate Planning Headquarters

Reelection2

Masanobu NAKANISHI

Executive Director
General Manager, Business Management Headquarters andGeneral Manager, Real Estate Business Division

Reelection

3

Masayuki DOI

Corporate Officer
General Manager, Steel Structure Business Headquarters

New election

-5-

No.

Name
(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1996
May 2006
June 2006

1

Hiroaki ISHII(February 20, 1969)
Reelection

Joined Shimizu Corporation
Advisor of the Company
Director of the Company
Corporate Officer and Assistant General
Manager, Steel Structure Business Division of
the Company
Apr. 2009
Director of the Company
Corporate Officer, Assistant Executive General
Manager, Steel Structure Business
Headquarters and Executive General Manager,
Sales Headquarters of the Company
July 2012Managing Director, Assistant Executive
General Manager, Steel Structure Business
Headquarters and Executive General Manager,
Sales Headquarters of the Company
Apr. 2015
Managing Director and Executive General
Manager, Steel Structure Business
Headquarters of the Company
June 2019
Managing Director and Executive General
Manager, Steel Structure Business
Headquarters and Assistant to the President of
the Company
Apr. 2020
Executive Director, Assistant to the President
and in charge of the entire Company of theCompany
Apr. 2021
Executive Director, Assistant to the President,
in charge of the entire Company, and General
Manager, Corporate Planning Headquarters of
the Company
Feb. 2022
Executive Director, Assistant to the President,
in charge of the entire Company, and General
Manager, Corporate Planning Headquarters,
and General Manager, Steel Structure Business
Headquarters of the Company
Mar. 2023
Representative Director and President, General
Manager, Corporate Planning Headquarters,
and General Manager, Steel Structure Business
Headquarters of the Company
Apr. 2023
Representative Director and President, andGeneral Manager, Corporate Planning
Headquarters of the Company (present
position)
May 2023
Representative Director and President, IIWEngineering Co. Sdn. Bhd. (present position)
Representative Director and President, IIWSingapore Pte. Ltd. (present position)[Significant concurrent positions outside the Company]
Representative Director and President, IIW Engineering Co.
Sdn. Bhd.
Representative Director and President, IIW Singapore Pte. Ltd.

Number of theCompany’s shares
owned

-6-

18,509No.

Name(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)

Number of theCompany’s shares
owned

Reasons for nomination as candidate for Director
Hiroaki Ishii has significantly contributed to expanding the business, holding a senior position by serving as executive
officer in charge of the sales section of the tank plant engineering and construction business in Japan and overseas since
he assumed the office of Director in June 2006. He assumed the office of Managing Director in July 2012, Executive
Director in April 2020, and Representative Director and President in March 2023, exercising strong leadership in
working to enhance the Company’s business performance and corporate value in the medium to long term. The
Company has re-nominated him as a candidate for Director based on the judgment that he is qualified as Director
because he has such abundant experience and proven track record.

-7-

No.

Name
(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1986

Oct. 2011
Dec. 2014
Apr. 2015

Masanobu NAKANISHI(February 6, 1964)
Reelection2

May 2018
June 2018

July 2019
Apr. 2021

Dec. 2023

Joined the Sumitomo Bank, Limited (current:
Sumitomo Mitsui Banking Corporation(SMBC))
General Manager, Taipei Branch of SMBC
General Manager, Hanoi Branch of SMBCCountry Head of Vietnam and General
Manager, Hanoi Branch, Asia Pacific Division,
SMBC
Advisor of the Company
Director, General Manager, Business
Management Department and General
Manager, Real Estate Business Division of theCompany
Managing Director of the Company
General Manager, Business Management
Headquarters and General Manager, Real EstateBusiness Division of the Company (present
position)
Executive Director of the Company (present
position)

Number of theCompany’s shares
owned

8,071

Reasons for nomination as candidate for Director
Masanobu Nakanishi has gained a wealth of experience in a wide range of areas in Japan and overseas since he joined
Sumitomo Bank, Limited (current: Sumitomo Mitsui Banking Corporation) in 1986, and has fully utilized his
capabilities as a global human resource. He then assumed the office of Director of the Company in June 2018,
Managing Director in July 2019, and Executive Director in December 2023, and since then he has demonstrated theability to promote management strategies based on the Medium-term Management Plan and expand the real estatebusiness as the General Manager of the Business Management Headquarters and Real Estate Business Division. The
Company has re-nominated him as a candidate for Director based on the judgment that he is qualified as Director
because he has such abundant experience and proven track record.

-8-

No.

Name
(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Oct. 1986
Apr. 2014
Apr. 2017

Apr. 2019

Masayuki DOI(October 1, 1961)
New election

Apr. 2020

Apr. 2021
3
Apr. 2023

Apr. 2024

Notes:

Joined the Company
Proposal Manager, Sales, Steel Structure
Business Headquarters of the Company
Engineering Manager, Production andEngineering, Steel Structure Business
Headquarters of the Company
Assistant General Manager and Engineering
Manager, Production and Engineering, Steel
Structure Business Headquarters of theCompany
Administrative Officer, General Manager andEngineering Manager, Production andEngineering, Steel Structure Business
Headquarters of the Company
Administrative Officer and Assistant General
Manager, Steel Structure Business
Headquarters of the Company
Corporate Officer and Assistant General
Manager, Steel Structure Business
Headquarters of the Company
Corporate Officer and General Manager, Steel
Structure Business Headquarters of theCompany (present position)

Number of theCompany’s shares
owned

288

Reasons for nomination as candidate for Director
Masayuki Doi has engaged consistently in the tank plant engineering and construction business since joining theCompany and has demonstrated outstanding abilities, especially in the areas of production and engineering. Sinceassuming the office of General Manager, Production and Engineering in the Steel Structure Business Headquarters of
the Company in 2020, he has exercised leadership in his position as head of the production and engineering areas, andas Assistant General Manager, Steel Structure Business Headquarters of the Company since April 2021, and as General
Manager of the same business since April 2024, he has contributed significantly to its expansion. The Company has
nominated him as a candidate for Director based on the judgement that he is qualified because of his abundant
experience and proven track record.
1. There are no special interests between the Company and the above candidates for Director.
2. The Company has entered into an officer liability insurance policy with an insurance company in accordance with theprovisions of Article 430-3, Paragraph (1) of the Companies Act. The insurance policy is designed to cover economic
damages (compensation for damages and litigation costs) incurred by the insured individual, including Directors of theCompany, in the event of a claim for damages by a third party arising from the insured’s performance of duties. In theevent each candidate is elected and assumes office as a Director, the candidate shall then become an insured person under
the insurance policy. The insurance policy is scheduled to be renewed with the same terms at the next renewal.

-9-Proposal 3:

Election of Three (3) Directors Who Are Audit and Supervisory Committee Members

At the conclusion of this meeting, the terms of office of all three (3) Directors who are Audit and Supervisory
Committee Members will expire. Therefore, the Company proposes the election of three (3) Directors who are Audit
and Supervisory Committee Members.
In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
Candidates for the role of Director who is an Audit and Supervisory Committee Member are as follows:
No.

Name

Current position and responsibilities in the Company

Attributes

1

Satoru YOSHIDA

Director
Special Assignment, Steel Structure Business Headquarters

New election2

Hiroshi KAWAMURA

Outside Director (Audit and Supervisory Committee Member)

Reelection
OutsideIndependent

Outside Director

New election
OutsideIndependent
Woman

3

Mizuyo TOMA

- 10 -

No.

Name(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Oct. 1977
Apr. 2013

1

Number of theCompany’s shares
ownedJoined the Company
Administrative Officer and Construction
Manager, Production and Engineering, Steel
Structure Business Headquarters of theCompany
Apr. 2015
Administrative Officer and General Manager,
Production and Engineering, Steel Structure
Business Headquarters of the Company
June 2019
Corporate Officer and General Manager,
Production and Engineering, Steel Structure
Business Headquarters of the Company
Apr. 2020
Corporate Officer and Executive General
Satoru YOSHIDAManager, Steel Structure Business
4,078(September 11, 1954)
Headquarters of the Company
New election
June 2020
Director of the Company (present position)
Executive General Manager, Steel Structure
Business Headquarters of the Company
Apr. 2021
General Manager, Steel Structure Business
Headquarters of the Company
Feb. 2022
Overseas General Manager, Steel Structure
Business Headquarters of the Company
Apr. 2023
General Manager, Steel Structure Business
Headquarters of the Company
Apr. 2024
Special Assignment, Steel Structure Business
Headquarters of the Company (present
position)
Reasons for nomination as a Director who is a Member of the Audit and Supervisory Committee
Satoru Yoshida has engaged consistently in the tank plant engineering and construction business since joining theCompany. Since assuming the office of Executive General Manager, Steel Structure Business Headquarters of theCompany in April 2020, and subsequently the office of General Manager, Steel Structure Business Headquarters from
April 2023 to March 2024, he has been engaged in the supervision of the Steel Structure Business. The Company has
nominated him as a candidate for Director who is an Audit and Supervisory Committee Member, based on thejudgement that he is familiar with each area of the tank plant engineering and construction business, is of honest
character, has strong insights and abilities, and will carry out his audit and supervisory roles appropriately.

- 11 -

No.

Name(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1977

2

Number of theCompany’s shares
owned

Prosecutor, Tokyo District Public Prosecutors
OfficeJuly 2008
Trial Manager, Supreme Public Prosecutors
OfficeJan. 2009
Chief Public Prosecutor, Chiba District Public
Prosecutors Office
Apr. 2010
Chief Public Prosecutor, Yokohama District
Public Prosecutors OfficeJan. 2012
Superintending Prosecutor, Sapporo High
Public Prosecutors OfficeJan. 2014
Superintending Prosecutor, Nagoya High Public
Hiroshi KAWAMURA
Prosecutors Office(January 16, 1952)
Mar. 2015
Outside Auditor, Asahi Glass Co., Ltd.
1,400
Reelection
OutsideApr. 2015
Professor, Faculty of Law at Doshisha
Independent
University
June 2015
Outside Auditor of the Company
June 2016
Outside Director (Audit and Supervisory
Committee Member) of the Company (present
position)
June 2020
Outside Director of JAPAN POST BANK Co.,
Ltd. (present position)
Apr. 2022
Registered as an Attorney (present position)[Significant concurrent positions outside the Company]
Outside Director of JAPAN POST BANK Co., Ltd.
Attorney
Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member, andoverview of expected roles
Hiroshi Kawamura has extensive knowledge and experience in legal affairs as a legal professional, and has sufficiently
fulfilled his duty since his appointment as Outside Auditor and Outside Director who is an Audit and Supervisory
Committee Member of the Company since 2015. The Company has nominated him as a candidate for reelection as an
Outside Director who is an Audit and Supervisory Committee Member based on the judgement that he will provide
appropriate guidance and advice on compliance and the enhancement of corporate governance, and that throughappropriate supervision of business execution, will contribute to the Company’s sustainable growth and to theenhancement of corporate value in the medium to long term. If elected, he will continue to be involved in the selectionof the Company’s executive officer candidates and in decisions on executive compensation and other matters from an
objective and neutral standpoint as a member of the Nomination and Compensation Committee. Although he has notbeen directly involved in business management, the Company believes that he is capable of properly performing his
duties as an Outside Director who is an Audit and Supervisory Committee Member for the above reasons.

- 12 -

Name(Date of birth)

No.

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
June 1999
Apr. 2014

3

Notes:

1.
2.
3.

4.

5.

6.

Number of theCompany’s shares
ownedJoined Shiraishi Kogyo Kaisha, Ltd.
General Manager, Human Resources
Department, Shiraishi Kogyo Kaisha, Ltd.
June 2016
Corporate Officer and General Manager,
Human Resources Department, Shiraishi
Kogyo Kaisha, Ltd.
July 2017
Corporate Officer in charge of human resources
Mizuyo TOMA
planning, Shiraishi Kogyo Kaisha, Ltd.
(August 10, 1974)
New election
July 2019
Corporate Officer in charge of human100
Outsideresources, Shiraishi Kogyo Kaisha, Ltd.
Independent
Apr. 2023
Assistant Professor, Faculty of Business
Woman
Administration, Otemae University (present
position)
June 2023
Outside Director of the Company (present
position)[Significant concurrent positions outside the Company]
Assistant Professor, Faculty of Business Administration,
Otemae University
Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member, andoverview of expected roles
Since joining Shiraishi Kogyo Kaisha, Ltd. in 1999, Mizuyo Toma has gained abundant experience in the company’s
human resources planning, general affairs and real estate divisions. She also has an academic background in businessadministration as an Assistant Professor at the Faculty of Business Administration, Otemae University.
Since her appointment as an Outside Director of the Company in 2023, she has fulfilled her roles and responsibilities in
effectively supervising the Company’s management, based on her abundant corporate experience and academic
background in business administration.
The Company has nominated her as a candidate for Outside Director who is an Audit and Supervisory Committee
Member based on the judgment that she will contribute to the Company’s sustainable growth and to the enhancement ofcorporate value in the medium to long term by providing appropriate guidance and advice, particularly with respect toinvestment in the Company’s human capital and sustainability, as well as through appropriate supervision of businessexecution, based on her expertise. If elected, she will be involved in the selection of the Company’s executive officer
candidates and in decisions on executive compensation and other matters from an objective and neutral standpoint as amember of the Nomination and Compensation Committee. Although she has not been directly involved in business
management, the Company believes that she is capable of properly performing her duties as an Outside Director who is
an Audit and Supervisory Committee Member for the above reasons.
There are no special interests between the Company and the above candidates for a Director who is an Audit andSupervisory Committee Member.
Hiroshi Kawamura and Mizuyo Toma are candidates for Outside Director.
Hiroshi Kawamura and Mizuyo Toma are currently Outside Directors of the Company. Hiroshi Kawamura will have
served for eight (8) years and Mizuyo Toma for one (1) year as Outside Directors at the conclusion of this General Meetingof Shareholders.
Pursuant to the provisions set forth in the Articles of Incorporation, the Company intends to enter into an agreement
limiting liability with Satoru Yoshida if he is elected. The limit of liability under these agreement is the amount prescribedin the laws and regulations.
Pursuant to the provisions set forth in the Articles of Incorporation, the Company has entered into agreements limiting
liability with Hiroshi Kawamura and Mizuyo Toma, and if both candidates are elected, the Company intends to maintainthose agreements. The limit of liability under these agreements is the amount prescribed in the laws and regulations.
In accordance with the rules of the Tokyo Stock Exchange, the Company has designated Hiroshi Kawamura and Mizuyo
Toma as independent officers and registered with the exchange. If their elections are approved at this General Meeting of
Shareholders, the Company will maintain this declaration.
The Company has entered into an officer liability insurance policy with an insurance company in accordance with theprovisions of Article 430-3, Paragraph (1) of the Companies Act. The insurance policy is designed to cover economic
damages (compensation for damages and litigation costs) incurred by insured individuals, including Directors who are
Audit and Supervisory Committee Members of the Company, in the event of a claim for damages by a third party arisingfrom the insured’s performance of duties. In the event each candidate is elected and assumes office as a Director who is
an Audit and Supervisory Committee Member, the candidate shall then become an insured person under the insurance
policy. The insurance policy is scheduled to be renewed with the same terms at the next renewal.

- 13 -

(Reference) Skill Matrix of the Board of Directors (After the Ordinary General Meeting)
Organization,
personnel
Corporate affairs and Technicalhuman innovation
manageand DX
resource
ment
development andrecruitment

Globalbusiness

Legal
Sustainaffairs andFinance andability Quality andriskaccounting
safetymanagemanagement
ment

Hiroaki ISHII

Man

〇

〇

Masanobu
NAKANISHI

Man

〇

〇

Masayuki DOI

Man

〇

〇

〇

〇

〇

Satoru YOSHIDA

Man

〇

〇

〇

〇

〇

Hiroshi
KAWAMURA

Man

〇

〇

Mizuyo TOMA

Woman

〇

〇

〇

〇

〇

〇

〇

〇

- 14 -

〇
〇

〇

〇

〇

〇

〇

〇

〇

〇

<Shareholder Proposals (Proposals 4 and 5)>
Proposals 4 and 5 have been proposed by a shareholder (1 shareholder).
Outline of the proposal and reasons for the proposal below are, except where otherwise noted, described as originally
written in the Shareholder Proposal submitted by the shareholder.
Proposal 4:

Appropriation of Surplus(1)

Outline of the Proposal
Appropriation of surplus shall be as follows.
In the event the Company’s Representative Director submits a proposal regarding the appropriation of surplus
at this Ordinary General Meeting of Shareholders, this proposal is in addition to and independent of said
proposal.
A Type of dividend property
Cash
B Dividend per share¥155 per share of common stock, less the amount of surplus dividend per share of common stock regarding
a proposal for appropriation of surplus submitted by the Representative Director of the Company andapproved by this Ordinary General Meeting of Shareholders (¥155 if a proposal for appropriation of surplus
is not submitted by the Representative Director of the Company at this Ordinary General Meeting of
Shareholders)
C Allocation of dividend property and total amount thereof
Dividend per share of common stock as per B above (the total amount of the divided is calculated bymultiplying the dividend per share by the total number of outstanding common shares of the Company(excluding treasury shares) as of March 31, 2024).
D Effective date of distribution of dividends of surplus
The day of this Ordinary General Meeting of Shareholders(2)

Reasons for the Proposal
The Company’s total payout ratio was 21% in the fiscal year ended March 31, 2021, but increased to 65% in
the fiscal year ended March 31, 2023, due to dividend increases and share buybacks. In the May 2023 financial
results presentation, the Company explained its efforts to improve PBR in conjunction with the progress of its
Medium-term Management Plan, which demonstrates its high awareness of the capital market.
However, as of March 31, 2023, the Company holds an enormous amount of unrealized gains on real estate
under lease that are not recorded on its balance sheet, amounting to ¥24.3 billion (more than double theCompany’s equity capital of ¥11.6 billion). Adjusting equity capital to account for these unrealized gains (aftertaxes), the return on equity (ROE) for the fiscal year ended March 31, 2023 drops from 6.3% to 2.6%, revealing
low capital efficiency.
Therefore, the proposing shareholder proposes the implementation of a dividend of ¥155 per share, a stabledividend level and equivalent to a dividend on equity (DOE) of 5%, in the expectation that the Company willcontinue to strongly promote profit improvement and capital measures in the interest of capital efficiency.

- 15 -

[Board of Directors’ Opinion of Proposal 4]
The Board of Directors of the Company opposes this Shareholder Proposal.
■ Reason for Opposition
The Company’s basic policy is to “determine dividends by taking into comprehensive account the stable return ofprofits to shareholders and the enhancement of retained earnings to prepare for future growth.” The Company aims
to achieve a dividend payout ratio of approximately 30% in the final fiscal year of the Medium-term Management
Plan (the fiscal year ended March 31, 2024, the 158th term [the period under review]).
Based on the above basic policy, the Company’s proposed dividend for the fiscal year ended March 31, 2024 is ¥90
per share, an increase of ¥20 year on year, taking into account business performance for the fiscal year ended March
31, 2024 and other factors. This is from the perspective of providing stable returns to shareholders in line withprofit levels, and enhancing capital efficiency while ensuring sufficient investment capacity for growth in response
to business conditions. As a result, the dividend payout ratio for the fiscal year ended March 31, 2024 will be 26.2%,
which is also in line with the goals of the Medium-term Management Plan.
On May 9, 2024, the Company announced its new Medium-term Management Plan, which sets management targets
for the fiscal year ending March 31, 2027 of 13,350 million yen in net sales, 1,710 million yen in operating profit,
ROE of 8.0% or higher, ROIC of 6.5% or higher, and cumulative orders received of 50,000 million yen in the Steel
Structure Business during the new Medium-term Management Plan period. In addition, the Company aims toachieve a dividend payout ratio of at 30% or higher, and will continue its efforts to strengthen and enhanceshareholder returns as in the past.
In the new Medium-term Management Plan, the Company will continue to strive to realize management that is
conscious of cost of capital and stock price, and to improve PBR, including capital efficiency. In particular, withregard to improving ROE, the Company has set a target ROE of 8.0% and a basic policy for “improvement tosecure a stable earnings base and improve capital efficiency,” and we have made concrete efforts to achieve thesegoals. Specific initiatives include: (1) in the short term, improving capital efficiency through flexible sharebuybacks; (2) in the medium to long term, paying stable dividends in line with growth; and (3) ensuring stableearnings in each business based on the basic policies of the Medium-term Management Plan.
In addition, the Company has set a target of 12.5x PER and a basic policy to improve the PER as follows: “Respondto changes in the business environment, try to build a new business foundation, and promote growth strategies.” Inaccordance with this, the Company is taking the following specific actions: (1) respond to changes in the businessenvironment surrounding the Company over the medium to long term, including participation in and monetizationof carbon neutrality markets; (2) steadily promote medium- to long-term growth strategies by making growthinvestments based on cash flow plans; and (3) explain the status of the above initiatives at financial results briefings
at the end of each fiscal year and disclose the relevant materials on the Company’s website.
The Company has consistently recognized the importance of returning profits to shareholders, paying a dividendof ¥60 for the fiscal year ended March 31, 2022, for a total payout ratio of 37.2%, and a dividend of ¥70 for the
fiscal year ended March 31, 2023, a year-on-year increase of ¥10, for a total payout ratio of 69.2% including sharebuybacks. Furthermore, total return ratio including share buybacks for the fiscal year ended March 31, 2024 is
expected to be 63.0%.
In contrast, the Shareholder Proposal proposes a significant increase in dividends based on a calculation of ROE
that incorporates unrealized gains on rental properties, etc. into equity capital on the balance sheet, pointing out the
low capital efficiency of the Company when reflecting this calculation. We recognize, however, that management
indicators and returning profits to shareholders based on unrealized profits are problematic in terms of objectivity,
sustainability and soundness, nor does it align with the above basic policy regarding dividends, and neither does it
lead to enhancing the Company’s medium to long-term value or the common interests of shareholders.
In addition, we believe that the standard regarding dividends indicated in the Shareholder Proposal, which calls fora dividend of ¥155 per share, equivalent to a dividend on equity (DOE) ratio of 5%, could have a negative impact
on our medium to long-term growth investments and financial soundness.
For the above reasons, the Company’s Board of Directors opposes this Shareholder Proposal.

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Proposal 5:

Amendment to the Articles of Incorporation

1. Outline of the Proposal
The following new article shall be added to the current Articles of Incorporation. Note that if any superficial
adjustments (including, but not limited to, correction of misnumbered articles) to the articles listed in this
Proposal become necessary due to the passage of other proposals (including those proposed by the Company) at
this Ordinary General Meeting of Shareholders, the articles involving this Proposal shall be read as articles after
the necessary adjustments have been made.
Current Articles of Incorporation(Newly established)(Underlining indicates amended portions.)
Proposed Amendment
Chapter 7
Management Plans(Information Disclosure)
Article 37
As long as the Company is a listed company, in order to fulfill
its accountability to the capital market, the Company shalldisclose the following information at financial results meetingsand other meetings each fiscal year.
(1) Initiatives for Improving Capital Efficiency(2) If the unrealized gains (difference between the balance
sheet amount and the year-end market value) on rental
properties, etc. exceed the total shareholders’ equity on thebalance sheet, the figures using the adjusted consolidated
net assets after taking into account the unrealized gains
shall be stated together for the various management
figures in (1) above.

2. Reasons for the Proposal
Listed companies are responsible for properly explaining the status of their economic activities to theirstakeholders, especially to the capital markets.
The Company owns a number of rental properties, etc. in addition to its headquarters and factories, and theunrealized gains (difference between the balance sheet amount and the year-end market value), which are notshown on the balance sheet, amount to approximately ¥24.3 billion, more than twice the Company’s ¥11.6 billion
equity capital. As a result, formal management values, such as return on capital, currently disclosed aremisleading investors with respect to corporate management choices and are not being appropriately explained.
The proposing shareholder proposes that the Company clearly state in its Articles of Incorporation thefundamental responsibilities of a listed company, and at the same time, if there is a large deviation from themarket value with respect to management values, etc., the Company should also disclose the actual figures
calculated on a market value basis, thereby constituting appropriate disclosure to stakeholders.

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[Board of Directors’ Opinion of Proposal 5]
The Board of Directors of the Company opposes this Shareholder Proposal.
■ Reason for Opposition
The Company’s Board of Directors, based on its accountability to capital markets, deeply understands theimportance of information disclosure to shareholders and investors. Accordingly, the Board of Directors isconstantly enhancing and strengthening disclosure, taking into consideration the opinions of shareholders andinvestors, as well as the external and competitive environments of the Steel Structure and Real Estate businesses.
In addition, the Company has long endeavored to understand its cost of capital properly in the interest of increasing
capital efficiency and, by utilizing that knowledge, formulate Medium-term Management Plans, make importantinvestment decisions, and conduct other initiatives.
In the new Medium-term Management Plan, announced on May 9, 2024 and which sets management targets forthe fiscal year ending March 31, 2027 of 13,350 million yen in net sales, 1,710 million yen in operating profit, ROEof 8.0% or higher, ROIC of 6.5% or higher, and cumulative orders received of 50,000 million yen in the Steel
Structure Business during the new Medium-term Management Plan period. In addition, the Company aims toachieve a dividend payout ratio of at 30% or higher, and will continue its efforts to strengthen and enhanceshareholder returns as in the past.
In the new Medium-term Management Plan, the Company will continue to strive to realize management that is
conscious of cost of capital and stock price, and to improve PBR, including capital efficiency. In particular, withregard to improving ROE, the Company has set a target ROE of 8.0% and a basic policy for “improvement tosecure a stable earnings base and improve capital efficiency,” and we have made concrete efforts to achieve thesegoals. Specific initiatives include: (1) in the short term, improving capital efficiency through flexible sharebuybacks; (2) in the medium to long term, paying stable dividends in line with growth; and (3) ensuring stableearnings in each business based on the basic policies of the Medium-term Management Plan.
The Company has set a target of 12.5x PER and a basic policy to improve the PER as follows: “Respond to changes
in the business environment, build a new business foundation, and promote growth strategies.” In accordance withthis policy, the Company is taking the following specific actions: (1) respond to changes in the businessenvironment surrounding the Company over the medium to long term, including participation in and monetizationof carbon neutrality markets; (2) steadily promote medium- to long-term growth strategies by making growthinvestments based on cash flow plans; and (3) explain the status of the above initiatives at financial results briefings
at the end of each fiscal year and disclose the relevant materials on the Company’s website.
As described above, the Company’s awareness is that it is fully fulfilling its accountability as a listed company tostakeholders and the capital market through the publication of its Medium-term Management Plan, various timely
disclosures, the holding of financial results briefings, and the posting of various disclosure materials on the
Company’s website.
In contrast, this Shareholder Proposal calls for the establishment of a new provision to the Articles of Incorporation
that, in order to fulfill the Company’s accountability to the capital market, the Company shall disclose information
on its initiatives to improve capital efficiency at financial results briefings, etc. for each fiscal year and that, withrespect to various management values for such initiatives, if the unrealized gains on rental properties, etc. exceed
the total shareholders’ equity on the balance sheet, the figures using the adjusted consolidated net assets after taking
into account the unrealized gains should be stated. However, we believe that is not in the common nature of acompany to stipulate in advance in the Articles of Incorporation disclosure items for management indices or thetiming of such disclosures. Further, we believe that when making such disclosures, we should consider what
constitutes appropriate disclosure at the time in terms of the need for, timing, items, and method of disclosure, etc.,
based on the content of dialogue, etc. with shareholders and investors.
Further, the Articles of Incorporation are, in the first place, the fundamental principles governing the organization
and activities of a stock corporation, and we believe that stipulating detailed matters regarding information
disclosure etc. in the Articles of Incorporation is contrary to the purpose of such Articles of Incorporation.
Moreover, amendments to the Articles of Incorporation require a strict set of procedures involving a special
resolution of the General Meeting of Shareholders, etc., and there is a risk that the Company’s information
disclosure may lack flexibility going forward.
For the above reasons, the Company’s Board of Directors opposes this Shareholder Proposal.

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