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: 1805
June 5, 2023
(Start Date of Measures for Electronic
Provision: May 25, 2023)
To our shareholders:
Masahiro Norikyo
President and Representative Director
TOBISHIMA CORPORATION
1-8-15 Konan, Minato-ku, Tokyo

Notice of the 80th Annual General Meeting of Shareholders
We are pleased to announce the convocation of the 80th Annual General Meeting of Shareholders of TOBISHIMACORPORATION (the “Company”), which will be held as indicated on the following page.
In convening this Annual General Meeting of Shareholders, the Company has taken measures to provide theinformation contained in the Reference Documents for the General Meeting of Shareholders, etc. (matters subject tomeasures for electronic provision) electronically, and has posted such information on the Company’s website on theInternet. Please access the following website to review the information.
Company website: https://www.tobishima.co.jp/english/shareholders.html
In addition to the above website, the information is also posted on the website of the Tokyo Stock Exchange (TSE).
Please access the TSE website below, enter or search for the issue name (TOBISHIMA CORPORATION) or
securities code (1805), and select “Basic information" and "Documents for Public Inspection/PR Information” forconfirmation.
TSE website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=ShowIn addition to the above, the information is also posted on the following website on the Internet
Convocation Notice via Internet: https://s.srdb.jp/1805/ (Japanese only)
If you are unable to attend the General Meeting of Shareholders in person, in lieu of your attendance, please review
the Reference Documents for the General Meeting of Shareholders posted in the matters subject to measures forelectronic provision and exercise your voting rights by returning the enclosed voting right exercise form to us or via
the Internet in advance.
Voting by Mail (in Writing)
Please indicate your approval or disapproval of the proposals in the enclosed voting right exercise form and thenreturn the form to the Company in order that it arrives no later than Wednesday, June 28, 2023, at 5:30 p.m. (JST).
Voting via the Internet
Please confirm “Voting via the Internet” on page 4, and enter your approval or disapproval of the proposals no later
than Wednesday, June 28, 2023, at 5:30 p.m. (JST)11. Date and Time:
2. Venue:

Thursday, June 29, 2023, at 10:00 a.m. (JST) (Reception starts at 9:00 a.m. (JST))KSP Hall, West Wing 3rd Floor, Kanagawa Science Park (KSP)
3-2-1 Sakado, Takatsuku, Kawasaki City, Kanagawa
3. Purpose of the Meeting
Matters to be reported:(1) The Business Report and the Consolidated Financial Statements for the 80th fiscal year (April 1, 2022 toMarch 31, 2023), and the results of audits of the Consolidated Financial Statements by the Financial Auditor
and the Audit & Supervisory Board(2) The Non-Consolidated Financial Statements for the 80th fiscal year (April 1, 2022 to March 31, 2023)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Eight Directors
Proposal No. 3
Election of One Audit & Supervisory Board Member
Proposal No. 4
Election of One Substitute Audit & Supervisory Board Member■ This convocation notice is treated as a document to be delivered to shareholders who have requested the delivery of documents
under the electronic provision system (a system to provide Reference Documents for General Meeting of Shareholders, etc. available
for viewing on a website). Since this is the first General Meeting of Shareholders after the introduction of the system, we are also
sending the same information to shareholders who have not made such a request.
The following items are not included in the documents based on laws and regulations as well as the stipulations in the Company’s
Articles of Incorporation.
(1) “V. Status of implementation of systems and relevant programs to ensure that Directors perform their duties in compliance with
relevant laws, regulations and the Articles of Incorporation, and other systems to ensure properness of operations” of the Business
Report(2) “Consolidated Statement of Changes in Equity” of the Consolidated Financial Statements and “Notes to Consolidated Financial
Statements”(3) “Statement of Changes in Equity” of the Non-Consolidated Financial Statements and “Notes to Non-Consolidated Financial
Statements”
Item (1) above is a part of the Business Report that was audited by the Audit & Supervisory Board Members in preparing the audit
report. Item (2) and Item (3) above are part of the Consolidated and Non-Consolidated Financial Statements that were audited by the
Financial Auditor and Audit & Supervisory Board Members in preparing the audit report.
■ If any revisions are made to the matters subject to measures for electronic provision, details of the revision will be posted on therespective websites where they are posted.

2

Instructions on Exercising Your Voting Rights
Voting rights at the General Meeting of Shareholders is an important right of every shareholder.
Please exercise your voting rights by either of the following methods after reviewing the Reference Documents for
the General Meeting of Shareholders posted in the matters subject to measures for electronic provision.
Attending the General Meeting of Shareholders in Person
Please submit the enclosed voting form at the venue reception. (A seal is not required.)
Voting in Writing (by Mail)
Please indicate your approval or disapproval of the proposals in the enclosed voting form and then return the form
without postage to the Company by postal mail.
Voting Deadline
Voting forms must arrive no later than Wednesday, June 28, 2023, at 5:30 p.m. (JST).
Instructions on filling out the voting form
Please indicate your approval or disapproval of each proposal.
Proposal No. 1, No. 3, and No. 4
To approve the proposals, put a circle in the approval box.
To disapprove the proposals, put a circle in the disapproval box.
Proposal No. 2
To approve the election of all candidates, put a circle in the approval box.
To disapprove the election of all candidates, put a circle in the disapproval box.
To disapprove of the election of some candidates, put a circle in the approval box and then write the numbers of thecandidates to disapprove for election.
Handling of Shareholder Voting Rights- If your approval or disapproval of a proposal is not indicated on the enclosed voting form, the vote will bedeemed an indication of approval.
- If voting rights are exercised both in writing (by postal mail) and via the Internet, the votes cast via the Internet
will be treated as the valid vote. If voting rights are exercised more than once via the Internet, the last votes castwill be treated as valid.
Electronic Voting Platform
Institutional investors may use the electronic voting platform operated by Investor Communications Japan, Inc. if
the institutional investor has applied to use said platform in advance.

3

Voting via the Internet
Please follow the instructions included below to indicate your approval or disapproval of each proposal.
Voting Deadline
Votes must be cast no later than Wednesday, June 28, 2023, at 5:30 p.m. (JST).
Scanning the QR Code (“Smart Vote”)

Entering the Voting Code and Password

You can log into the website to exercise your voting
rights without entering the voting code or password.

Website to exercise voting rights:
https://soukai.mizuho-tb.co.jp/

1. Please scan the QR code located on the bottom rightof the voting form.
*“QR code” is the registered trademark of DENSOWAVE INCORPORATED.
2. Please follow the instructions on the screen to
indicate your approval or disapproval.

1. Please access the website to exercise voting rights.
2. Please enter the voting code printed on the votingform.
3. Please enter the password printed on the voting form.
4. Please follow the instructions on the screen to
indicate your approval or disapproval.

The exercise of voting rights by “Smart Vote” isavailable only once.
If you would like to change your vote after exercising
your voting rights, please access the website for PC andlogin by entering the voting code and password printed
on the voting form, and exercise your voting rights
again.
* You can access the website for PC by scanning the
QR code again.
Internet Help Dial, Stock Transfer Agency
Department, Mizuho Trust & Banking Co., Ltd.
0120-768-524 (toll free)(Open weekdays from 9:00 a.m. to 9:00 p.m. (JST),
except during the year-end and New Year holidays)

Please contact the Internet Help Dial on the right if
you have any questions on how to exercise yourvoting rights via the Internet using a personal
computer, smartphone, mobile phone.

Convocation Notice via Internet
You can easily access the main content of this notice on a PC or smartphone. Please access via the following website
or QR code.
https://s.srdb.jp/1805/ (in Japanese only)4Reference Documents for General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1
Appropriation of Surplus
The Company regards the stable return of profits to its shareholders and the enhancement of internal reserves toincrease corporate value as a basic policy to pay dividends while giving consideration to business performance andthe business environment.
In line with this basic policy, the Company proposes to pay a year-end dividend for the fiscal year of ¥60 per share.
Year-end dividends(1) Type of dividend property
Cash(2) Allotment of dividend property and their aggregate amount¥60 per common share of the Company
Total dividends: ¥1,153,719,960(3) Effective date of dividends of surplus
June 30, 2023

5

Proposal No. 2

Election of Eight Directors

At the conclusion of this meeting, the terms of all eight Directors (including three Outside Directors) will expire.
Therefore, the Company proposes the election of eight Directors (including three Outside Directors).
The candidates for Director are as follows:
Attendance
status at Boardof Directors
Meetings

Position andresponsibility in the
Company

Name

Director’s expertise/experience
Corporate

Tenuremanagement
Businessstrategy1Masahiro Norikyo

Reappointment

2

Seiichi Okuyama

Reappointment

3

Takuji Arao

Reappointment

4

Mitsuhiko
Takahashi

Reappointment

5

Shiro TakekiNewappointment

President,
Representative
Director and Chief
Executive Officer
Director andExecutive Vice
President, and in
charge of Private
SectorDirector and Senior
Managing Executive
Officer, Chief of
Building
Construction
Division, and in
charge of quality
Director and Senior
Managing Executive
Officer, Chief ofCorporate Planning
DivisionManaging Executive
Officer and Chief ofCivil Engineering
Division

Technology
Quality
Environment

100%(11/11)

11 years●

100%(11/11)

3 years●100%(11/11)

4 years●100%(11/11)

3 years●–%– years●●

Outside Director

100%(11/11)

5 years●●

Outside Director

100%(11/11)

2 years●

Outside Director

100%(11/11)

2 years●

Financial
Affairs

International
Legal

Accounting Compliance
Finance●business
Globalknowledge

●

●

●

●

●

Reappointment

6

Takashi Aihara

Independent
Officer●

OutsideDirector
Reappointment

7

Akitaka Saiki

Independent
Officer●●

OutsideDirector
Reappointment

8

Takako Masai

Independent
Officer
OutsideDirector

6●●

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company

Apr. 1980
May 2012
Masahiro Norikyo(April 4, 1955)
Tenure as Director
11 years*At the conclusion of thismeeting1June 2012
Apr. 2014

June 2014
Apr. 2015

Attendance status at Board of
Directors Meetings in FY2022
100% (11/11)

Apr. 2016[Reappointment]

Apr. 2017

June 2017

Joined the Company
Executive Officer and Vice Chief ofConstruction Headquarters
Director and Executive Officer, and Vice Chiefof Construction Headquarters
Director and Managing Executive Officer,
Chief of Construction Headquarters, and in
charge of earthquake-related restoration
Director of E&CS Corporation
Director and Senior Managing Executive
Officer, Chief of Civil Engineering Division,and in charge of earthquake-related restoration
Director and Executive Vice President, and in
charge of civil engineering, building
construction and Research Institute ofTechnology
Representative Director and Executive Vice
President, and in charge of civil engineeringand building construction
President, Representative Director and Chief
Executive Officer (current position)

Number of theCompany’s shares
currently
owned/Number of
the Company’s
shares potentiallyowned

6,480 shares/8,932 shares

Reasons for nomination as candidate for Director:
Mr. Norikyo leads the Tobishima Group as President and Representative Director based on his exceptional people skills
and strong leadership. The Company believes that as an executive, his wealth of experience and broad insights is
indispensable for the Tobishima Group to grow sustainably and further enhance its corporate value. The Company has
nominated him as a candidate to continue serving as Director based on the above.

7

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company

Apr. 1987

Joined The Fuji Bank, Limited (current
Mizuho Bank, Ltd.)
Branch Manager, Shimizu Branch ofMizuho Bank, Ltd.
General Manager, Branch Department Unit
No. 1 of Mizuho Bank, Ltd.
General Manager, Gotanda Branch
Department No. 2 of Mizuho Bank, Ltd.
General Manager, Gotanda Branch and
Gotanda Branch Department No. 1 ofMizuho Bank, Ltd.
General Manager, Nagoya-Chuo Branch ofMizuho Bank, Ltd.
General Manager, Yaesuguchi Branch
Department No. 2 of Mizuho Bank, Ltd.
Executive Officer and General Manager,
Tokyo-Chuo Branch Department No. 2 ofMizuho Bank, Ltd.
Advisor of the Company
Director and Executive Vice President
Director and Executive Vice President, andin charge of Private Sector (current
position)

Apr. 2007

Seiichi Okuyama(February 12, 1965)
Tenure as Director
3 years*At the conclusion of thismeeting

2

Attendance status at Board of
Directors Meetings in FY2022
100% (11/11)[Reappointment]

Apr. 2009
June 2011
July 2011

Apr. 2013
Apr. 2015
Apr. 2018

May 2020
June 2020
May 2021

Number of theCompany’s shares
currently
owned/Number of
the Company’s
shares potentiallyowned

1,600 shares/4,987 shares

Reasons for nomination as candidate for Director:
Mr. Okuyama has extensive experience, primarily in the business field at a major financial institution. Based on his
broad insights gained from his involvement in management as Executive Officer, he has appropriately fulfilled his
duties in the decision-making of important corporate matters and supervision of business execution of the Company. In
addition, he has executed the Company’s sales strategy based on his solid leadership as the Director in charge of Private
Sector, and is steadily delivering results. The Company has nominated him as a candidate to continue serving as
Director based on the above.

8

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company

Apr. 1983
Apr. 2014
Takuji Arao
(August 8, 1959)
Tenure as Director
4 years*At the conclusion of thismeeting

Joined the Company
Executive Officer and General Manager ofTokyo Metropolitan Area Building
Construction BranchManaging Executive Officer and General
Manager of Tokyo Metropolitan Area
Building Construction BranchManaging Executive Officer, Chief of
Building Construction Division, and in
charge of quality
Director and Managing Executive Officer,
Chief of Building Construction Division,and in charge of quality
Director and Senior Managing Executive
Officer, Chief of Building Construction
Division, and in charge of quality
Director and Senior Managing Executive
Officer, Chief of Building Construction
Division, and in charge of quality (current
position)

Apr. 2016

Apr. 2019

June 20193

Attendance status at Board of
Directors Meetings in FY2022
100% (11/11)

Apr. 2020[Reappointment]

Apr. 2022

Number of theCompany’s shares
currently
owned/Number of
the Company’s
shares potentiallyowned

6,010 shares/8,932 shares

Reasons for nomination as candidate for Director:
Mr. Arao has appropriately fulfilled his duties in the decision-making of important corporate matters and supervision ofbusiness execution of the Company as Director. In addition, he has led the execution of duties carried out by theConstruction Division based on his extensive business experience and broad insights, contributing to further increasing
the Company’s corporate value. The Company has nominated him as a candidate to continue serving as Director basedon the above.

9

Candidate
No.

4

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company

Mitsuhiko Takahashi(June 1, 1961)

Apr. 1985
Oct. 2014

Tenure as Director
3 years*At the conclusion of thismeeting

Apr. 2017

Attendance status at Board of
Directors Meetings in FY2022
100% (11/11)[Reappointment]

Apr. 2019
Apr. 2020
June 2020

Joined the Company
Executive Officer and Chief of Corporate
Planning Office
Executive Officer and Chief of Corporate
Planning Division
Managing Executive Officer and Chief ofCorporate Planning Division
Senior Managing Executive Officer and Chiefof Corporate Planning Division
Director and Senior Managing Executive
Officer, and Chief of Corporate Planning
Division (current position)

Number of theCompany’s shares
currently
owned/Number of
the Company’s
shares potentiallyowned

3,550 shares/6,029 shares

Reasons for nomination as candidate for Director:
Mr. Takahashi has appropriately fulfilled his duties in the decision-making of important corporate matters andsupervision of business execution of the Company as Director. In addition, he has supervised the Corporate Planning
Division as Senior Managing Executive Officer and has led the effort to promote “SX management” and “DX strategy,”
among other things, contributing to further increasing the Company’s corporate value. The Company has nominatedhim as a candidate to continue serving as Director based on the above.

10

Candidate
No.

5

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company

Shiro Takeki(July 22, 1960)

Apr. 1983
Apr. 2019

Tenure as Director– years*At the conclusion of thismeeting

Apr. 2022

Number of theCompany’s shares
currently owned

Joined the Company
Executive Officer and General Manager of the
Tohoku BranchManaging Executive Officer and Chief ofCivil Engineering Division (current position)
2,900 shares

Attendance status at Board of
Directors Meetings in FY2022–%[New appointment]
Reasons for nomination as candidate for Director:
Mr. Takeki has, since joining the Company, been primarily engaged in operations related to civil engineering, and as an
Executive Officer since fiscal 2019 he has contributed to the steady implementation of the management plan based on
his extensive operational experience and broad insights. He has demonstrated his management skills as Managing
Executive Officer and Chief of Civil Engineering Division since fiscal 2022. The Company has nominated him as a
candidate for Director because he is expected to play an appropriate role as a Director in making decisions on importantmanagement matters and supervising business execution.
Apr. 1979
Joined Osaka Gas Co., Ltd.
Takashi Aihara(July 24, 1955)
June 2010
Director
Apr. 2014
President and Representative Director, Kinpai
Independent Officer
Co., Ltd.
Outside Director
Apr. 2016
Advisor, Osaka Gas Housing & Equipment
Co., Ltd.
Tenure as Outside Director
June 2016
Audit & Supervisory Board Member of Osaka
5 years
Gas Housing & Equipment Co., Ltd.
2,400 shares*At the conclusion of thisJune 2018
Outside Director of the Company (current
meeting
position)

6

Attendance status at Board of
Directors Meetings in FY2022
100% (11/11)[Reappointment]
Reasons for nomination as candidate for Outside Director and the expected role:
Mr. Aihara is a candidate for Outside Director.
He has appropriately fulfilled his duties in providing advice and supervising business execution from an objective andprofessional perspective based on his broad knowledge and broad insights gained through his experience as an
executive and Audit & Supervisory Board Member since his appointment in fiscal 2018. The Company expects that hewill fulfill the same role and therefore has nominated him as a candidate to continue serving as Outside Director basedon the above.

11

Candidate
No.

Name
(Date of birth)

Apr. 1976

Number of theCompany’s shares
currently owned

Joined the Ministry of Foreign Affairs
Held the positions of:
Director-General, Asian and Oceanian Affairs
BureauIndependent Officer
Ambassador Extraordinary andOutside Director
Plenipotentiary of Japan to the Republic ofIndia, concurrently to the Kingdom of Bhutan
Tenure as Outside Director
Deputy Minister for Foreign Affairs
2 years– sharesVice-Minister for Foreign Affairs*At the conclusion of thisJune 2016Retired from the Ministry of Foreign Affairs
meetingJune 2017
Outside Director, Member of the Board of
Mitsubishi
Corporation (current position)
Attendance status at Board of
Outside Director of the Company (current
Directors Meetings in FY2022 June 2021
position)
100% (11/11)
Significant concurrent positions outside the Company:
Outside Director, Member of the Board of Mitsubishi[Reappointment]
Corporation (scheduled to retire on June 23, 2023)
Reasons for nomination as candidate for Outside Director and the expected role:
Mr. Saiki is a candidate for Outside Director.
He has never been involved in the management of a company in the past except as an outside officer. However, he held
numerous positions with significant responsibilities at the Ministry of Foreign Affairs in addition to having experiencein serving as outside director of a major trading company. He has appropriately fulfilled his duties in providing advice
to the Company’s corporate management and supervising business execution from an objective and professional
perspective based on his broad insights, particularly into global affairs, gained through his experience. The Company
expects that he will fulfill the same role and therefore has nominated him as a candidate to continue serving as Outside
Director based on the above.
Akitaka Saiki(October 10, 1952)

7

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company

12

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Nov. 1988
July 1989
Mar. 1998

8

Notes:

1.
2.

3.

4.

Number of theCompany’s shares
currently owned

Tokyo Branch of The Bank of Nova Scotia
Tokyo Branch of TD Bank, N.A.
Tokyo Branch of Credit Agricole, Indo Suez
Bank
Jan. 2004
Tokyo Branch of Calyon BankMay 2007General Manager, Capital Markets Division of
Shinsei Bank, Limited
Apr. 2011
General Manager, Markets Division of Shinsei
Bank, Limited
Oct. 2011
General Manager, Markets Sub-Group of
Shinsei Bank, Limited
Takako Masai(March 8, 1965)
Apr. 2013
Executive Officer, Department Head, Markets
Research Department, Markets Sub-Group of
Independent Officer
Shinsei Bank, Limited
Outside Director
July 2015
Executive Officer, General Manager, Markets
Research Division of Shinsei Bank, Limited
Tenure as Outside Director
Apr. 2016
Executive Officer, General Manager,
2 years
Financial Research Division of Shinsei Bank,– shares*At the conclusion of thisLimitedmeetingJune 2016
Member of the Policy Board of the Bank ofJapan
Attendance status at Board of June 2021
Director of SBI Financial and Economic
Directors Meetings in FY2022
Research Institute Co., Ltd. (current position)
100% (11/11)
July 2021
Outside Director of the Company (current
position)[Reappointment]
July 2021
Outside Director of Mitsubishi Chemical
Holdings Corporation (current Mitsubishi
Chemical Group Corporation) (current
position)Aug. 2021
Outside Director of BlackRock Japan Co.,
Ltd. (current position)
Significant concurrent positions outside the Company:
Director of SBI Financial and Economic Research Institute Co.,Ltd.
Outside Director of Mitsubishi Chemical Group Corporation
Outside Director of BlackRock Japan Co., Ltd.
Reasons for nomination as candidate for Outside Director and the expected role:
Ms. Masai is a candidate for Outside Director.
She held numerous positions with significant responsibilities at several foreign banks, domestic banks as well as the
Bank of Japan. She has appropriately fulfilled her duties in providing advice to the Company’s corporate management
and supervising business execution from an objective and professional perspective based on her broad insights,
particularly into the financial landscape and diversity, gained through her extensive experience. The Company expects
that she will fulfill the same role and therefore has nominated her as a candidate to continue serving as Outside Director
based on the above.
There is no special interest between any of the candidates and the Company.
The number of potentially-owned shares of the Company is equivalent to the number of points already granted to eachcandidate under the share-based remuneration plan, and is presented as a reference for the number of shares to be issued
in the future.
Pursuant to the Company’s Articles of Incorporation and Article 427, paragraph 1 of the Companies Act, the Company
has entered into agreements with Takashi Aihara, Akitaka Saiki, and Takako Masai to limit their liability for damages
under Article 423, paragraph 1 of the Companies Act. Pursuant to these agreements, the defined maximum amount ofliability for damages, if they have acted in good faith and without gross negligence in performing their duties, is theminimum liability amount provided for by laws and regulations. If their reelection is approved, the Company plans torenew the aforementioned agreements with them.
The Company has entered into a directors and officers liability insurance contract, naming all Directors as insured parties.
The Company intends to renew the insurance contract on October 1, 2023. The purpose of the insurance contract is to13

cover legal damages and litigation expenses to be borne by Directors as a result of his/her own act; however, there arecertain exemptions; for example, damage caused as a result of any conduct by a Director in violation of laws andregulations shall not be covered. If each candidate assumes the office of Director, he/she shall be named as the insured
parties under the insurance contract.
5. Takashi Aihara, Akitaka Saiki, and Takako Masai satisfy the Independence Criteria for Outside Officers defined by theCompany, and the Company has therefore submitted notification to Tokyo Stock Exchange, Inc. that they have been
appointed as Independent Officers as provided for by the aforementioned exchange.
6. The registered name of Takako Masai is Takako Nishida.

14

Proposal No. 3

Election of One Audit & Supervisory Board Member

At the conclusion of this meeting, the term of Audit & Supervisory Board Member Takashi Hagisako will expire.
Therefore, the Company proposes the election of one Audit & Supervisory Board Member.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)
Kiyoshi Usui
(July 21, 1964)
Tenure as Audit & Supervisory
Board Member– years*At the conclusion of thismeeting

Career summary and position in the Company, and significant concurrent
positions outside the Company
Apr. 1988
July 2008

Apr. 2013
Apr. 2021

Number of theCompany’s shares
currently owned

Joined the Company
Manager, Business Administration Team, Business
Administration Department, East Japan Regional Office(Architecture & Engineering)
General Manager, Business Administration Department,
Tokyo Metropolitan Area Building Construction Branch
General Manager, Compliance Management Department,
Corporate Administration Division (current position)

Attendance status at Board of
Directors Meetings in FY2022–%

830 shares

Attendance status at Audit &Supervisory Board Meetings in
FY2022–%[New appointment]
Reasons for nomination as candidate for Audit & Supervisory Board Member:
Mr. Usui has many years of experience in a wide range of areas, including the Company’s administration, general affairs, andcompliance departments. The Company believes that he has considerable knowledge of finance and accounting and will play a
sufficient role in further strengthening the Company’s audit system. The Company has nominated him as a candidate for Audit &Supervisory Board Member based on the above.
Notes: 1. There is no special interest between the candidate and the Company.
2. The Company has entered into a directors and officers liability insurance contract, naming all Audit & Supervisory Board
Members as insured parties. The Company intends to renew the insurance contract on October 1, 2023. The purpose of
the insurance contract is to cover legal damages and litigation expenses to be borne by Audit & Supervisory Board
Members as a result of his/her own act. However, there are certain exemptions; for example, damage caused as a result of
any conduct by an Audit & Supervisory Board Member in violation of laws and regulations shall not be covered. If Kiyoshi
Usui assumes the office of Audit & Supervisory Board Member, he shall be named as the insured party under the insurance
contract.

15

Proposal No. 4

Election of One Substitute Audit & Supervisory Board Member

The Company proposes the election of one substitute Audit & Supervisory Board Member to be ready to fill a vacant
position should the number of Audit & Supervisory Board Members (including Outside Audit & Supervisory Board
Member) fall below the number required by laws and regulations.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary and position in the Company, and significant concurrent
positions outside the Company

Number of theCompany’s shares
currently owned

Apr. 1988
Appointed prosecutor
Apr. 1994
Registered as attorney at law (Tokyo Bar Association)
Hirotaka Kobayashi– shares
Apr. 1995
Joined Hikari Sogoh Law Offices (current position)(September 6, 1957)
Significant concurrent positions outside the Company:
Attorney at Law of Hikari Sogoh Law Offices
Reasons for nomination as candidate for substitute Outside Audit & Supervisory Board Member:
Mr. Kobayashi is a candidate for substitute Outside Audit & Supervisory Board Member.
He has never been involved in the management of a company in the past. However, the Company proposes his election as substituteOutside Audit & Supervisory Board Member so that his considerable and highly specialized knowledge related to corporate law as
an attorney at law may be utilized in the audit system of the Company.
Notes: 1. There is no special interest between the candidate and the Company.
2. If Hirotaka Kobayashi assumes the office of Audit & Supervisory Board Member, pursuant to the Company’s Articles ofIncorporation and Article 427, paragraph 1 of the Companies Act, the Company plans to enter into an agreement with him
to limit his liability for damages under Article 423, paragraph 1 of the Companies Act. Pursuant to this agreement, thedefined maximum amount of liability for damages, if he has acted in good faith and without gross negligence in performing
his duties, is the minimum liability amount provided for by laws and regulations.
3. The Company has entered into a directors and officers liability insurance contract, naming all Audit & Supervisory Board
Members as insured parties. The Company intends to renew the insurance contract on October 1, 2023. The purpose of
the insurance contract is to cover legal damages and litigation expenses to be borne by Audit & Supervisory Board
Members as a result of his/her own act. However, there are certain exemptions; for example, damage caused as a result of
any conduct by an Audit & Supervisory Board Member in violation of laws and regulations shall not be covered. If
Hirotaka Kobayashi assumes the office of Audit & Supervisory Board Member, he shall be named as the insured party
under the insurance contract.
4. Hirotaka Kobayashi satisfies the Independence Criteria for Outside Officers defined by the Company, and the Company
therefore plans to submit notification to Tokyo Stock Exchange, Inc. concerning his appointment as an Independent
Officer as provided for by the aforementioned exchange.

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[Reference][Independence Criteria for Outside Officers]
The Company has defined the following independence criteria for Outside Directors and Outside Audit &Supervisory Board Members (hereinafter collectively referred to as “Outside Officers”) or Outside Officer candidates.
If the Company determines none of these items apply to an Independent Officer or Outside Officer candidate as aresult of an investigation within its means, the Company judges the candidate has independence.
(1)
A party who executes business for the Company or its affiliates (hereinafter collectively referred to as the“Company Group”)(2)
A party for whom the Company Group is a primary client or a person who executes business of said party(3)
A party who is the primary client of the Company Group or a person who executes business of said party(4)
A major shareholder holding 10% or more of the Company’s voting rights directly or indirectly or a person
who executes business of said shareholder(5)
A party the Company holds 10% or more of the voting rights directly or indirectly or a person who executes
business of said party(6)
A consultant, certified public accountant, attorney at law, or other expert professional who earns money orassets in excess of ¥10 million annually other than the officer remuneration from the Company Group (if theparty earning said assets is a corporation, union or other such organization, a person belonging to saidorganization who the assets earned from the Company exceeds 2% of annual income)(7)
A party who has received donations or grants of money or other assets from the Company Group in excessof ¥10 million annually. Moreover, if said party is a corporation, union or other organization, a person who
belongs to said organization(8)
If an Executive Director or a Standing Audit & Supervisory Board Member of the Company Group is
appointed an outside officer of another company, a party who is an executive director, an executive officer,
an operating officer, a manager or an employee of said other company(9)
A person who has fallen under any of the above items (2) through (8) in the past three years, or their spouseor relative within the second degree(10) Spouse or relative within the second degree of a Director, Audit & Supervisory Board Member, Executive
Officer or General Manager or above of the Company Group(11) A party who cannot fulfill their duties as an independent Outside Officer due to special circumstances otherthan items (1) through (10)Notes:

1. A “party who executes business” refers to a person who is a director, executive officer, operating officer, employee who
executes business, an associate director or a person or employee who works for a corporation or other organization as well
as a person who has belonged to the Company Group even once in the past.
2. A “party for whom the Company Group is a primary client” refers to a party who received payment from the Company inexcess of 2% of its consolidated net sales in the previous fiscal year.
3. A “party who is the primary client of the Company Group” refers to a party who provided payment to the Company inexcess of 2% of the Company’s consolidated net sales in the previous fiscal year.

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