TOBISHIMA CORPORATION

Notice of the 81st Annual
General Meeting of
Shareholders
Date

Place

Thursday, June 27, 2024
10:00 a.m. (Reception starts at 9:00
a.m.)
KSP Hall, West Wing 3rd Floor,
Kanagawa Science Park (KSP)
3-2-1 Sakado, Takatsuku,
Kawasaki City, Kanagawa Prefecture,Japan

Proposals

Proposal No. 1
Proposal No. 2
Proposal No. 3
Proposal No. 4
Proposal No. 5

Appropriation of Surplus
Election of Seven Directors
Election of Three Audit & Supervisory
Board Members
Election of One Substitute Audit &Supervisory Board Member
Approval of the Share Transfer Plan

Notices of annual general meetingsof shareholders can be viewed on
PCs, smart phones, and tablets.

https://s.srdb.jp/1805/
Convocation via the Internet
Securities code: 1805

To our shareholders
We would like to thank our shareholders for their continued support.
We hereby give our shareholders the notice of the 81st Annual General
Meeting of Shareholders.
With our brand narrative “Bringing Innovation to Construction. A
platform company shaping the future of construction,” we will continue
to evolve into a “New Business Contractor,” a business partner that goesbeyond the boundaries of the construction industry to create new
businesses of its own, while supporting the creation of businesses for awide variety of people and promising to make it happen.
We appreciate your ongoing support for the TOBISHIMA Group.
June 2024

Masahiro Norikyo
President andRepresentative director

Management Vision— To Become a Company that Supports Future Industrial Promotion and Development —Promoting corporate transformation from Tobishima Corporation to“TOBISHIMA” to evolve into “New Business Contractor”

We will build a new platform, “New Business Contractor” to create “Society 5.0” together withvarious people by broadening the framework of the construction industry, analyzing various potential
needs and unresolved issues in our society, and having the capacity to solve such issues based oursmart solution services.

Table of contents
Notice of Annual
General Meeting of
Shareholders

Notice of the 81st Annual General Meeting of Shareholders

1

Instructions on Exercising Your Voting Rights

4

Reference Documents
for Annual General
Meeting of
Shareholders

Proposal No. 1 Appropriation of Surplus

7

Proposal No. 2 Election of Seven Directors

8

Proposal No. 3 Election of Three Audit & Supervisory Board Members

18

Proposal No. 4 Election of One Substitute Audit & Supervisory Board Member

22

Proposal No. 5 Approval of the Share Transfer Plan

24

I. Matters Concerning Current Status of the Group

56

II. Matters Concerning Shares

66

III. Matters Concerning Officers

68

IV. Status of Accounting Auditor

78

Consolidated Financial
Statements

Consolidated Balance Sheets

80

Consolidated Statements of Income

80

Financial Statements

Non-consolidated Balance Sheets81

Non-consolidated Statements of Income

81

Accounting Auditor’s Audit Report on Consolidated Financial Statements

82

Accounting Auditor’s Audit Report

83

Audit & Supervisory Board’s Audit Report

84

Business Report

Auditor’s Report

Corporate Outline85

To our shareholders:
Masahiro Norikyo
President and Representative
Director
TOBISHIMA CORPORATION
1-8-15 Konan, Minato-ku, Tokyo

Notice of the 81st Annual General Meeting of Shareholders
We are pleased to announce the convocation of the 81st 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
electronically the information contained in the Reference Documents for the Annual General Meeting of
Shareholders (matters subject to measures for electronic provision), and has posted such information on the
Company’s website. 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 has been 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”
for confirmation.
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:
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 Annual General Meeting of Shareholders posted in the matters subject
to measures for electronic provision and exercise your voting rights by returning the enclosed voting right exercise
form to us or via the Internet in advance.
1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 26, 2024, at 5:30 p.m. (JST).
Voting via the Internet
Please confirm “Voting via the Internet” on page [5], and enter your approval or disapproval of the proposals nolater than Wednesday, June 26, 2024, at 5:30 p.m. (JST).
1. Date and Time:Thursday, June 27, 2024, at 10:00 a.m. (JST) (Reception starts at 9:00 a.m. (JST))

2. Venue:

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 81st fiscal year (April 1, 2023 toMarch 31, 2024), and the results of audits of the Consolidated Financial Statements by the Accounting
Auditor and the Audit & Supervisory Board(2) The Non-Consolidated Financial Statements for the 81st fiscal year (April 1, 2023 to March 31, 2024)
Matters to be resolved:
Proposal No. 1

Appropriation of Surplus

Proposal No. 2

Election of Seven Directors

Proposal No. 3

Election of Three Audit & Supervisory Board Members

Proposal No. 4

Election of One Substitute Audit & Supervisory Board Member2Proposal No. 5

Approval of the Share Transfer Plan

■ This Convocation Notice is treated as a document to be delivered to shareholders who have requested thedelivery of documents under the electronic provision system, and we are also providing the same information
to shareholders who have not made such a request.
The following items are not included in the documents based on applicable laws and regulations as well as the
stipulations in the Company’s Articles of Incorporation.
(1). “V. Systems to Ensure that the Execution of Duties by Directors Complies with Laws and Regulations andthe Company’s Articles of Incorporation, and Other Systems to Ensure the Appropriateness of Business
Operations, and the Status of Operation of Such Systems” of the Business Report;(2). “Consolidated Statement of Changes in Shareholders’ Equity” of the Consolidated Financial Statements
and “Notes to Consolidated Financial Statements”; and(3). “Statement of Changes in Shareholders’ 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 Accounting 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 the respective websites where they are posted.

3

Instructions on Exercising Your Voting Rights
Voting rights at the Annual 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 Annual General Meeting of Shareholders posted in the matters subject to measures for electronic provision.
Attending the Annual 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 26, 2024, at 5:30 p.m. (JST).
Instructions on filling out the voting form:
Please indicate your approval or disapproval of each proposal.
[Proposals No. 1, No. 4, and No. 5]
To approve the proposals, put a circle in the approval box.
To disapprove the proposals, put a circle in the disapproval box.
[Proposals No. 2 and No. 3]
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
the candidates to disapprove for election.
4

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 as indication of approval.
- If voting rights are exercised both in writing (by postal mail) and via the Internet, the votes cast via theInternet will be treated as valid votes. If voting rights are exercised more than once via the Internet, the lastvotes cast will be treated as valid votes.
Electronic Voting Platform
Institutional investors may use the electronic voting platform operated by ICJ, Inc. if the institutional investor hasapplied to use the said platform in advance.
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 26, 2024, 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 votingform.
4. Please follow the instructions on the screen to
indicate your approval or disapproval.

5

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
and login 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 Yearholidays)

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)6Reference Documents for Annual 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 performanceand the business environment.
In line with this basic policy, the Company proposes to pay a year-end dividend for the fiscal year of ¥70 per share.
Year-end dividends(1) Type of dividend property
Cash(2) Allotment of dividend property and their aggregate amount¥70 per common share of the Company
Total dividends: ¥1,345,856,120(3) Effective date of dividends of surplus
June 28, 2024

Annual dividends per share

FY2020

Unit : yen

FY2021

FY2022

7

FY2023

Proposal No. 2

Election of Seven Directors

At the conclusion of this meeting, the terms of office of all eight Directors (including three Outside Directors)
will expire. Therefore, the Company proposes the election of seven Directors (including three Outside Directors)
to decrease the number of Directors by one in order to improve the efficiency of the management structure andreinforce the monitoring function by raising the proportion of Outside Directors.
The candidates for Director are as follows:8

Attendance
Position and responsibility status at Boardin the Company
of Directors
Meetings

Name

Director’s expertise/experience
Corporate

Tenuremanagement
Businessstrategy

Technology
Quality
Environment

Financial
Affairs

Accounting Compliance
Finance1

Masahiro Norikyo

Reappointment

President, Representative
Director and Chief
Executive Officer

100%(10/10)12 years●

2

Seiichi Okuyama

Reappointment

Director and Executive
Vice President, and in
charge of Private Sector

90%(9/10)

4years●●Reappointment

Director and Senior
Managing Executive
Officer, Chief ofCorporate Management
Division100%(10/10)4 years●●

Reappointment

Director and Managing
Executive Officer, Chiefof Civil Engineering
Division, and in charge ofsafety & environment

100 %
(8/8)

1 year●●Outside Director

90%(9/10)

6 years●●

Outside Director

100%(10/10)3 years●

Outside Director

100%(10/10)3 years●3

4

Mitsuhiko Takahashi

Shiro Takeki

International
Legal

●

business
Globalknowledge●●

Reappointment
5

Takashi Aihara

Independent
Officer●

Outside Director
Reappointment
6

Akitaka Saiki

Independent
Officer●●

Outside Director
Reappointment
7

Takako Masai

Independent
Officer
Outside Director

9

●

●

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
12 years*At the conclusion of thismeeting1June 2012
Apr. 2014

June 2014
Apr. 2015

Attendance status at Board of
Directors Meetings in FY2023
100% (10/10)

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

6,980 shares/13,351 shares

Reasons for nomination as candidate for Director:
Mr. Norikyo has appropriately fulfilled his duties in the decision-making of important corporate matters andsupervision of business execution of the Company as President and Representative Director. He has a wealth ofexperience and broad insight as a manager, and the Company believes that his excellent people skills and strong
leadership are indispensable to the ever-evolving Tobishima Group. For these reasons, the Company has nominated him
as a candidate to continue serving as Director.

10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
4 years*At the conclusion of thismeeting

2

Attendance status at Board of
Directors Meetings in FY2023
90% (9/10)[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

2,100 shares/9,130 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 continued to deliver results by executing the Company’s sales strategy based on his solid leadershipparticularly in Private Sector while supervising general management as Executive Vice President. For these reasons, theCompany has nominated him as a candidate to continue serving as Director.
11

Candidate
No.

Name
(Date of birth)

Mitsuhiko Takahashi(June 1, 1961)
Tenure as Director
4 years*At the conclusion of thismeeting3

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

Apr. 1985
Oct. 2014
Apr. 2017
Apr. 2019
Apr. 2020

Attendance status at Board of
Directors Meetings in FY2023
100% (10/10)

June 2020[Reappointment]

Apr. 2024

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
Director and Senior Managing Executive
Officer, and Chief of Corporate Management
Division (current position)

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

4,050 shares/10,448 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, since April 2024, he has supervised theplanning and administration divisions as Chief of Corporate Management Division, and with his strong driving force,he has formulated and implemented management strategies aimed at the sustainable growth of the Tobishima Groupand the further enhancement of its corporate value. For these reasons, the Company has nominated him as a candidate
to continue serving as Director.

12

Candidate
No.

4

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
1 year*At the conclusion of thismeeting

Apr. 2022

Attendance status at Board of
Directors Meetings in FY2023
100 % (8/8)

June 2023
Apr. 2024

Joined the Company
Executive Officer and General Manager of the
Tohoku BranchManaging Executive Officer and Chief ofCivil Engineering Division (current position)
Director and Managing Executive Officer, andChief of Civil Engineering Division
Director and Managing Executive Officer,
Chief of Civil Engineering Division, and in
charge of safety & environment (current
position)

Number of theCompany’s shares
currently owned

3,400 shares[Reappointment]
Reasons for nomination as candidate for Director:
Mr. Takeki has appropriately fulfilled his duties in the decision-making of important corporate matters and supervisionof business execution of the Company as Director. In addition, he has led the effort to management strategies thatshould be taken by the civil engineering department based on his extensive operational experience and broad insights as
Managing Executive Officer, Chief of Civil Engineering Division, contributing to the Company’s sustainable growthand further enhancement of Company’s corporate value. For these reasons, the Company has nominated him as a
candidate to continue serving as Director.

13

Candidate
No.

Name
(Date of birth)

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

Takashi Aihara(July 24, 1955)

Apr. 1979
June 2010
Apr. 2014

Independent Officer
Outside Director
Tenure as Outside Director
6 years*At the conclusion of thismeeting
5

Apr. 2016
June 2016
June 2018

Joined Osaka Gas Co., Ltd.
Director of Osaka Gas Co., Ltd.
President and Representative Director, Kinpai
Co., Ltd.
Advisor of Osaka Gas Housing & Equipment
Co., Ltd.
Audit & Supervisory Board Member of Osaka
Gas Housing & Equipment Co., Ltd.
Outside Director of the Company (current
position)

Number of theCompany’s shares
currently owned

2,900 shares

Attendance status at Board of
Directors Meetings in FY2022
90% (9/10)[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 as Outside Director in June 2018. 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.

14

Candidate
No.

Name
(Date of birth)

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

Akitaka Saiki(October 10, 1952)

Apr. 1976

Independent Officer
Outside Director
Tenure as Outside Director
3 years*At the conclusion of thismeeting

6

Attendance status at Board of
Directors Meetings in FY2023
100% (10/10)

June 2016
June 2017
June 2021

Joined the Ministry of Foreign Affairs
Held the positions of:
Director-General, Asian and Oceanian Affairs
BureauAmbassador Extraordinary andPlenipotentiary of Japan to the Republic ofIndia, concurrently to the Kingdom of Bhutan
Deputy Minister for Foreign Affairs
Vice-Minister for Foreign Affairs
Retired from the Ministry of Foreign Affairs
Outside Director, Member of the Board of
Mitsubishi Corporation (retired in June 2023)
Outside Director of the Company (current
position)

Number of theCompany’s shares
currently owned- shares[Reappointment]
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 before except as an outside officer. However, since his
appointment as Outside Director in June 2021, he has appropriately fulfilled his duties in providing advice to theCompany’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 of holding numerous
positions with significant responsibilities at the Ministry of Foreign Affairs and serving as outside director of a major
trading company. 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.

15

Candidate
No.

Name
(Date of birth)

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

Tokyo Branch of The Bank of Nova Scotia

July 1989

Tokyo Branch of TD Bank, N.A.

Mar. 1998

General Manager, Financial Products Sales Divisionof Tokyo Branch of Credit Agricole, Indo Suez
Bank (current Crédit Agricole CIB)

May 2007General Manager, Capital Markets Division of
Shinsei Bank, Limited (current SBI Shinsei Bank,
Limited)Apr. 2013

Executive Officer, Department Head, Markets
Research Department, Markets Sub-Group of
Shinsei Bank, Limited (current SBI Shinsei Bank,
Limited)Independent Officer
Outside Director

July 2015

Executive Officer, General Manager, Markets
Research Division of Shinsei Bank, Limited(current SBI Shinsei Bank, Limited)

Tenure as Outside Director
3 years*At the conclusion of this meeting

June 2016

Member of the Policy Board of the Bank of Japan

June 2021

Director of SBI Financial and Economic ResearchInstitute Co., Ltd. (current position)

July 2021

Outside Director of the Company (current position)

July 2021

Advisory Board member of Sim Kee Boon Institutefor Financial Economics

July 2021

Outside Director of Mitsubishi Chemical Holdings
Corporation (current Mitsubishi Chemical Group
Corporation)

Aug. 2021

Outside Director of BlackRock Japan Co., Ltd.

Apr. 2022

Visiting Professor of Jissen Women’s University(current position)

Mar. 2024

Director of Japan Professional Football League(current position)

Takako Masai(March 8, 1965)

7

Attendance status at Board of
Directors Meetings in FY2023
100% (10/10)[Reappointment]

Significant concurrent positions outside the Company:
Director and Chairperson, SBI Financial and Economic ResearchInstitute Co., Ltd.
Director, Japan Professional Football League

16

Number of theCompany’s shares
currently owned- sharesCandidate
No.

Name
(Date of birth)

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

Number of theCompany’s shares
currently owned

Reasons for nomination as candidate for Outside Director and the expected role:
Ms. Masai is a candidate for Outside Director.
Since her appointment as Outside Director in June 2021, 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
experience of holding numerous positions with significant responsibilities at several foreign banks, domestic banks aswell as the Bank of Japan. 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.
Notes:
1.
2.

3.

4.

5.

6.

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 hasentered 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 of liability
for damages, if they have acted in good faith and without gross negligence in performing their duties, is the minimum
liability amount provided for by laws and regulations. If their reelection is approved, the Company plans to renew 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, 2024. The purpose of the insurance contract is tocover 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 and regulations
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.
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.
The registered name of Takako Masai is Takako Nishida.

17

Proposal No. 3

Election of Three Audit & Supervisory Board Members

At the conclusion of this meeting, the term of Audit & Supervisory Board Members Hiroshi Ito, Toshiya Natori
and Aki Nakanishi will expire. Therefore, the Company proposes the election of three Audit & Supervisory Board
Members.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidates for Audit & Supervisory Board Members are as follows:
Candidate
No.

1

Name
(Date of birth)

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

Hiroshi Ito(April 20, 1960)

Apr. 1985
Apr. 2008

Tenure as Audit & Supervisory
Board Member
4 years*At the conclusion of thismeeting

Apr. 2010

Attendance status at Board of
Directors Meetings in FY2023
100 % (10/10)
Attendance status at Audit &Supervisory Board Meetings in
FY2023
100 % (11/11)

July 2011

Number of theCompany’s shares
currently owned

Joined the Company
Manager, J-SOX Promotion Office ofManagement & Administration Division
General Manager of Finance Department,
Management & Administration Division
General Manager of Accounting Department,
Management & Administration Division

May 2020

Vice Chief of Corporate Administration
Division

June 2020

Standing Audit & Supervisory Board Member(current position)[Reappointment]

18

4,700 shares

Candidate
No.

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

Reasons for nomination as candidate for Audit & Supervisory Board Member:
Mr. Ito has many years of experience in a wide range of areas, including the Company’s administration, accounting, andfinance departments, as well as considerable knowledge of finance and accounting. In addition, since his appointment
as Standing Audit & Supervisory Board Member in June 2020, he has appropriately fulfilled his duties in auditing thestatus of management based on his knowledge. For these reasons, the Company has nominated him as a candidate tocontinue serving as Audit & Supervisory Board Member.

Toshiya Natori(December 17, 1963)
Independent Officer
Outside Audit & Supervisory Board
MemberTenure as Audit & Supervisory
Board Member
4 years*At the conclusion of this meeting
2
Attendance status at Board of
Directors Meetings in FY2023
100 % (10/10)
Attendance status at Audit &Supervisory Board Meetings in
FY2023
100 % (11/11)[Reappointment]

July 2006

Tokyo District Public Prosecutor (Criminal Affairs
Division)

July 2010

Deputy Manager, Criminal Affairs Division of Tokyo
District Prosecutors Office

Apr. 2011

Director, Public Security Division, Criminal Affairs
Bureau of Ministry of Justice

Jan, 2012

Director, Criminal Affairs Division, Criminal Affairs
Bureau of Ministry of JusticeDec. 2012

Director, Secretarial Division, Minister’s Secretariat of
Ministry of JusticeJan. 2015

Prosecutor of Supreme Public Prosecutors Office

July 2015

Chief public prosecutor of the Morioka District Public
Prosecutors Office

Aug. 2016

Registered as an attorney at law (Daiichi Tokyo Bar
Association), joined Oh-Ebashi LPC & Partners

Mar. 2020

Joined ITN Partners (current position)

June 2020

Outside Audit & Supervisory Board Member of theCompany (current position)

June 2021

Outside Director, Asanteposition)

June 2021

Outside Director, J Trust Co., Ltd． (current position)

Incorporated

Significant concurrent positions outside the Company:
Attorney, ITN Partners
Outside Director, Asante Incorporated
Outside Director, J Trust Co.,Ltd.

19(current

2,000 shares

Candidate
No.

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

Reasons for nomination as candidate for Audit & Supervisory Board Member:
Mr. Natori has never been involved in the management of a company before except as an outside officer. However, he
has extensive experience and broad knowledge as a prosecutor who represent the public interest as well as considerable
knowledge of corporate legal affairs as a lawyer. Since his appointment as Outside Audit & Supervisory Board Member
in June 2020, he has appropriately fulfilled his duties in strengthening the Company’s audit system based on his highlevel of professional expertise. For these reasons, the Company has nominated him as a candidate to continue serving as
Audit & Supervisory Board Member.

20

Aki Nakanishi(October 28, 1960)
Independent Officer
Outside Audit & Supervisory
Board Member
Tenure as Audit & Supervisory
Board Member
4 years*At the conclusion of thismeeting

3

Attendance status at Board of
Directors Meetings in FY2023
100 % (10/10)
Attendance status at Audit &Supervisory Board Meetings in
FY2023
100 % (11/11)

Apr. 2007
Apr. 2015
Apr. 2015
Feb. 2020

Professor, School of Business Administration of
Meiji University (current position)
Principal Researcher, Research Center for
Science Systems of the Japan Society for the
Promotion of Science
Visiting Professor, The Graduate School for theCreation of New Photonics Industries
Trustee of Meiji University (current position)

Outside Audit & Supervisory Board Member of
the Company (current position)
Visiting Professor of Institute of Information
Apr. 2022
Security
Dean, School of Business Administration ofApr. 2024
Meiji University (current position)
Significant concurrent positions outside the Company:
Dean and Professor of School of Business Administration, Meiji
University
Trustee, Meiji University
June 2020

2,000 shares[Reappointment]
Reasons for nomination as candidate for Audit & Supervisory Board Member:
Ms. Nakanishi has never been involved in the management of a company before; however, she has broad wide-ranging
insight as a professional of business administration studies as well as considerable knowledge of finance and accounting.
She also has a high level of professional expertise in the information security field. Since her appointment as Outside
Audit & Supervisory Board Member in June 2020, she has appropriately fulfilled her duties in strengthening theCompany’s audit system based on her high level of professional expertise. For these reasons, the Company has nominatedher as a candidate to continue serving as Audit & Supervisory Board Member.
Notes:
1.
2.

There is no special interest between the candidates and the Company.
Pursuant to the Company’s Articles of Incorporation and Article 427, paragraph 1 of the Companies Act, the Company hasentered into agreements with Toshiya Natori, and Aki Nakanishi to limit their liability for damages under Article 423,
paragraph 1 of the Companies Act. Pursuant to these agreements, the defined maximum amount of liability for damages,
if they have acted in good faith and without gross negligence in performing their duties, is the minimum liability amount
21

3.

4.

5.

provided for by laws and regulations. If their reelection is approved, the Company plans to renew the aforementioned
agreements with them.
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, 2024. The purpose of theinsurance 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 each candidate
assumes the office of Audit & Supervisory Board Member, he/she shall be named as the insured parties under the insurance
contract.
Toshiya Natori and Aki Nakanishi satisfy the Independence Standards for Outside Officers defined by the Company, andthe Company therefore has therefore submitted notification to Tokyo Stock Exchange, Inc. that they have been appointed
as independent officers as provided for by the aforementioned exchange.
The registered name of Aki Nakanishi is Aki Mizukoshi.

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 avacant 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
Apr. 1995
Joined Hikari Sogoh Law Offices (current position)- shares(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.
22

Notes:
1.
2.

3.

4.

There is no special interest between the candidate and the Company.
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.
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, 2024. The purpose of theinsurance 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.
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.

[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 a result 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”) (Note 1)(2)
A party for whom the Company Group is a primary client or a person who executes business of said party(Note 2)
(3)
A party who is the primary client of the Company Group or a person who executes business of said party(Note 3)
(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

23

(6)

(7)

(8)

(9)
(10)
(11)

Notes:
1.

2.
3.

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 (ifthe party 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)A party who has received donations or grants of money or other assets from the Company Group in
excess of ¥10 million annually. Moreover, if said party is a corporation, union or other organization, aperson who belongs to said organization
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
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
Spouse or relative within the second degree of a Director, Audit & Supervisory Board Member, Executive
Officer or General Manager or above of the Company GroupA party who cannot fulfill their duties as an independent Outside Officer due to special circumstances otherthan items (1) through (10)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.
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.
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.

Proposal No. 5 Approval of the Share Transfer Plan
At a meeting of the Board of Directors of the Company held on May 15, 2024, the Company resolved toestablish a holding company (sole parent company), “TOBISHIMA HOLDINGS Inc.” (the “Holding Company”)
by means of a sole share transfer (the “Share Transfer”), whereby the Company will become a wholly owned
subsidiary through the Share Transfer with effect from October 1, 2024 (scheduled), upon the preparation of theshare transfer plan regarding the Share Transfer (the “Share Transfer Plan”).
The purpose of this proposal is to seek the approval of the Shareholders for the Share Transfer Plan. The reason
for the Share Transfer, the details of the Share Transfer Plan, etc. are as follows.
24

1. Reason and purpose, etc. of the Share Transfer(1) Background of the holding company structure
The Company has been aiming to be an “indispensable company” to society by engaging in theconstruction business with the collective wisdom of all of its employees, while taking responsibility and pridein its role in social capital development.
In line with recent changes in social conditions, social needs and issues are becoming increasingly
diverse and complex. Under these conditions, in the “Notice Concerning Formulation of Medium- to LongTerm Management Vision and Commencement of Consideration of the Transition to a Holding Company
Structure Through Sole Share Transfer” announced by the Company on November 13, 2023, the Company
stated it would further advance the technologies and expertise it has accumulated in the construction businessto establish new businesses that address social issues and to transform itself into a “New Business Contractor”
that supports the creation of new businesses.
In order to realize the medium- to long-term management vision described above, the Company has
determined that it is optimal to shift to a holding company structure in order to accelerate its transformation
into a “conglomerate” that operates in a wide range of business domains that can flexibly respond to therecent diversification and complexity of social needs and issues, and to pursue the enhancement of corporate
value by further strengthening group governance.
(2) Reason and purpose for adopting the holding company structure
A. Strengthen group management and governance
The Company will strengthen group management and governance by separating management andbusiness execution through the transition to a holding company structure. The Holding Company will
specialize in group management functions to optimize management resources and strengthen
management functions while the operating companies will aim to realize further growth of the group by
developing businesses that provide solutions to social issuers suited to the functions of each company.
In addition, by making the Holding Company a company with an audit and supervisory committee,
the Company will further strengthen and enhance group governance, including strengthening the audit
function of the audit and supervisory committee, a majority of whose members will be outside directors.

25

B. Enhance earnings base and realized sustainable growth
The Company will pursue the creation of new businesses through growth investment and the
expansion of corporate partnerships through mergers and acquisitions to expand its earnings base. In
addition, through the measures described in the above “A. Strengthen group management andgovernance,” the Company will accelerate cooperation between the Holding Company and each
operating company, and further improve capital efficiency by constantly reviewing its business portfolio
to realize sustainable growth.
C. Stable shareholder returns
The Company has a policy of determining dividends from retained earnings and share buybacks
based on the stable return of profits to shareholders and the enhancement of retained earnings to increase
corporate value, taking into consideration the business performance and environment.
After the transition to the holding company structure, the Company will continue to pursue the basic
policy of the stable return of profits to shareholders and the enhancement of retained earnings to increase
corporate value. Under this basic policy, the Company will aim to improve the total return ratio bystrengthening profitability through the measures described in the above “B. Enhance earnings base andrealize sustainable growth,” and by continuing share buybacks and strictly maintaining the dividend
payout ratio.
(3) Procedure for transition to the holding company structure
The Company plans to transition to a holding company structure by the following method.
A. Step 1: Establish the Holding Company through a sole share transfer
The Company will become a wholly owned subsidiary of the Holding Company by establishing theHolding Company through the Share Transfer with an effective date of October 1, 2024.

26

TOBISHIMA HOLDINGS Inc.
(the “Holding Company”)

TOBISHIMA CORPORATION

E&CS Co. Ltd.
TOBISHIMA BRUNEI SDN.BHD
Axisware, Inc.
Sugita Construction Corporation

Road System Co., Ltd.

TEQUANAUTS CO., LTD.

Taiki Shipbuilding Inc.

FOR YOU, INC.
Gran Adel Inc.
Other subsidiaries and affiliates

B. Step 2: Reorganization of group companies after the establishment of the Holding Company
After the Share Transfer becomes effective, in order to complete the transition to the holding
company structure, some of the Company’s current subsidiaries will be reorganized as direct subsidiariesof the Holding Company. Furthermore, the specific details and timing of this reorganization will beannounced as soon as they are determined.
TOBISHIMA HOLDINGS Inc.
(the “Holding Company”)

TOBISHIMA CORPORATION

E&CS Co. Ltd.

Axisware, Inc.

TOBISHIMA BRUNEI SDN.BHD

Sugita Construction Corporation

Road System Co., Ltd.

TEQUANAUTS CO., LTD.

Taiki Shipbuilding Inc.

FOR YOU, INC.

Gran Adel Inc.

Other subsidiaries and affiliates27

(4) Other
As a result of the Share Transfer, the Company will become a wholly owned subsidiary of the Holding
Company to be newly established and will be delisted from the Prime Market of the Tokyo Stock Exchange,
Inc. (the “Tokyo Stock Exchange”) on September 27, 2024. The delisting date of the Company is subject tochange as it is determined in accordance with the rules of the Tokyo Stock Exchange.
Although the Company will be delisted, the Company plans to apply for a new listing (technical listing)on the Prime Market of the Tokyo Stock Exchange for the Holding Company Shares to be newly issued tothe shareholders of the Company. The listing date is subject to review by the Tokyo Stock Exchange, but is
expected to be October 1, 2024, the effective date of the Share Transfer.
2. Details of the Share Transfer Plan
The details of the Share Transfer are as described in the “Share Transfer Plan (Copy)” below.
Share Transfer Plan (Copy)TOBISHIMA CORPORATION (“Party A”) hereby sets forth a share transfer plan (this “Plan”) as follows,
concerning the carrying out of a share transfer for the purpose of establishing a sole parent company (“Party B”)
incorporated in the share transfer with Party A as the wholly owned subsidiary after the share transfer, by themethod of sole share transfer.
(Share transfer)
Article 1. In accordance with the provisions of this Plan, Party A shall carry out a share transfer (the “Share
Transfer”), in which Party B shall be made to acquire all outstanding shares of Party A on the day of
the formation of Party B (as defined in Article 7), by the method of sole share transfer.
(Purpose, trade name, location of head office, total number of authorized shares, and other matters set forth in
the Articles of Incorporation)
Article 2. The purpose, trade name, location of the head office, and total number of authorized shares of Party
B shall be as follows.
(1) Purpose
The purpose of Party B shall be as set forth in Article 2 of the appended "Articles ofIncorporation."(2) Trade name
The trade name of Party B shall be “Tobishima Holdings Kabushiki Kaisha,” and in English it
shall be "TOBISHIMA HOLDINGS Inc."
28

(3)

2

Location of head office
The location of the head office of Party B shall be Minato-ku, Tokyo.
(4) Total number of authorized shares
The total number of authorized shares of Party B shall be 40 million shares.
In addition to the provisions of the preceding paragraph, the matters provided for in the Articles ofIncorporation of Party B shall be as set forth in the appended "Articles of Incorporation."(Directors at establishment)
Article 3. The names of the Directors of Party B at the time of establishment (excluding Directors at the timeof establishment who are Audit and Supervisory Committee Members at the time of establishment)
shall be as follows.
(1) President and Representative Director
Mitsuhiko Takahashi(2) Director
Seiichi Okuyama(3) Outside Director
Akitaka Saiki(4) Outside Director
Takako Masai
2
The names of the Directors of Party B at the time of establishment who are Audit and Supervisory
Committee Members at the time of establishment shall be as follows.
(1) Director
Takuji Arao
(2) Outside Director
Takashi Aihara(3) Outside Director
Toshiya Natori(4) Outside Director
Aki Nakanishi(Accounting auditor at establishment)
Article 4. The name of the accounting auditor at the time of establishment of Party B shall be as follows.
Deloitte Touche Tohmatsu LLC(Shares to be delivered upon the Share Transfer and the allotment thereof)
Article 5. Upon the Share Transfer, Party B shall deliver a number of shares of common stock of Party B
equivalent to the sum of the number obtained by multiplying the total number of shares of common
stock issued by Party A at the time immediately prior to the time of acquisition of all outstanding
shares of Party A (the "record time") by one (1), to replace shares of common stock of Party A held,
to the shareholders listed or recorded in the shareholder register of Party A at the record time.
2
Party B shall allot shares of common stock of Party B to be delivered pursuant to the provisions of
the preceding paragraph to the shareholders of Party A at the record time, at the rate of one (1) shareof common stock in Party B for each share of common stock in Party A held.
(Amount of capital and reserves)
Article 6. The amount of capital and reserves as of the day of formation of Party B shall be as follows.
29

(1)
(2)
(3)

Amount of capital
Amount of legal capital surplus
Amount of legal retained earnings

5,500 million yen
3,000 million yen
0 yen(Date of formation of Party B)
Article 7. The date on which the establishment of Party B is to be registered (the “date of formation of PartyB”) shall be October 1, 2024. Provided, however, that the date of formation of Party B may bechanged by a resolution of the Board of Directors of Party A, if necessary owing to progress onprocedures for the Share Transfer or other reasons.
(Annual General Meeting of Shareholders Approval of this Plan)
Article 8. Party A shall convene an Annual General Meeting of Shareholders on June 27, 2024, and seek aresolution related to approval of this Plan and matters necessary for the Share Transfer. Provided,
however, that the date of this Annual General Meeting of Shareholders may be changed by aresolution of the Board of Directors of Party A, if necessary owing to progress on procedures for the
Share Transfer or other reasons.
(Stock exchange of listing)
Article 9. On the date of formation of Party B, Party B plans to list the shares of common stock that it issues
on the Prime Market of the Tokyo Stock Exchange, Inc.
(Shareholder register administrator)
Article 10. The shareholder register administrator of Party B shall be Mizuho Trust & Banking Co., Ltd.
(Cancellation of treasury shares)
Article 11. Party A shall, by a resolution at a meeting of the Board of Directors held by the day preceding thedate of formation of Party B, cancel as many shares of treasury shares held by Party A (including
treasury shares acquired through the purchase of shares pertaining to the exercise of the right torequest the purchase of shares, as provided for in Article 806, Paragraph (1) of the Companies Act
exercised upon the Share Transfer) by the record time as possible.
(Validity of this Plan)
Article 12. This Plan shall cease to be valid if a resolution related to approval of this Plan and the mattersnecessary for the Share Transfer is not obtained at the Annual General Meeting of Shareholders ofParty A, as provided for in Article 8, if the approvals, permissions, etc., of the relevant government
agencies provided for in domestic and foreign laws and regulations (including the effectuation, etc.,
of notifications to relevant government agencies, etc.) for the Share Transfer are not obtained by thedate of formation of Party B, or if the Share Transfer is cancelled pursuant to the following article.
30

(Changes to this Plan, etc.)
Article 13. During the period from the creation of this Plan to the date of formation of Party B, in the event of amaterial change in the property or business condition of Party A due to a natural disaster or any
other cause, in the event of a material hindrance to the execution of the Share Transfer, or in theevent of any other difficulty in achieving the purpose of this Plan, the terms of the Share Transfer
and other content of this Plan may be changed or the Share Transfer may be cancelled by aresolution of the Board of Directors of Party A.
(Matters outside the provisions)
Article 14. In addition to the matters specified in this Plan, necessary matters concerning the Share Transfer
shall be determined by Party A in accordance with the intent of the Share Transfer.
May 15, 2024
Party A:

1-8-15 Konan, Minato-ku, TokyoTOBISHIMA CORPORATION
Masahiro Norikyo, President and Representative
Director

31

(Exhibit)
TOBISHIMA HOLDINGS Inc. Articles of Incorporation
Chapter I

General Provisions(Trade Name)
Article 1. The name of the Company shall be “Tobishima Holdings Kabushiki Kaisha,” and in English it
shall be “TOBISHIMA HOLDINGS Inc.”(Objectives)
Article 2. The objectives of the Company shall be to engage in the following business activities and to
manage the business activities of companies (including foreign companies) or any othercorporations, etc. that engage in the following business activities by owning shares or equity
interests in those companies or corporations:(1)
Contracting for civil engineering and building construction work
(2)
Research, survey, planning, designing and supervision related to the above(3)
Research, survey, planning, designing, supervision and management for regional
development, urban development, ocean development and environmental considerations,etc.
(4)
Housing business, and real estate dealings and leasing(5)
Planning, designing, development, possession, maintenance, operation and management ofa variety of public facilities and infrastructure such as roads, ports, water supply and sewage
works, government office buildings, educational and cultural facilities, solid waste disposal
facilities, medical facilities, sports facilities, hotels and restaurants(6)
Environmental improvement business such as soil improvement, river and lake bottom
sediment purification, lake and seawater improvement, and collecting, transporting,treatment and recycling of general waste and industrial waste(7)
Supply electricity and energies, such as thermal(8)
Fabrication, procurement, selling and leasing of construction machinery, equipment,
temporary materials for construction and other manufactured items(9)
Maintenance work and security service work for buildings and incidental facilities(10)
Acquiring, licensing, and selling of industrial property rights, copyrights and otherintellectual proprietary rights(11)
Information processing service and development of computer software and hardware(12)
Non-life insurance agency business, car insurance agency business under the Act on
Securing Compensation for Automobile Accidents and life insurance selling business(13)
Planning, designing, manufacturing, and sales related to plant factories(14)
Producing, processing and sales of agricultural, forestry and fishery products, and research,
32

(15)
(16)
(17)
(18)
(19)

study and development related to the production of agricultural, forestry and fisheryproducts
Mediation and intermediation of corporate acquisitions, mergers, company splits, shareexchanges and transfers, business transfers, capital alliances, business alliances, etc.
Mediation related to corporate management strategy formulation, organizational andbusiness restructuring, corporate rehabilitation, etc.
Business related to worker dispatching and paid work referrals
Consulting business related to the above
Any and all other activities ancillary to the above(Location of the Head Office)
Article 3. The Company shall have a head office in Minato-ku, Tokyo, Japan.
(Organs)
Article 4. The Company shall have, in addition to the general meeting of shareholders and Directors, thefollowing organs:(1)
Board of Directors(2)
Audit and Supervisory Committee(3)
Accounting Auditor(Method of Public Notice)
Article 5. The Company issues its public notices by electronic means. However, if the Company is unable
to give an electronic public notice because of an accident or any other unavoidable reason, public
notices of the Company may be given in “The Nikkei” newspaper.
Chapter II

Shares(Total Number of Authorized Shares)
Article 6. The total number of authorized shares by the Company shall be 40,000,000 shares.
(Number of Shares per Share Unit)
Article 7. The number of shares per share unit of the Company shall be 100.
(Rights Regarding Shares Less Than One Unit)
Article 8. A shareholder of the Company may not exercise any rights other than the rights listed below withregard to shares less than one unit held by the shareholder:(1)
Rights set forth in items of Article 189, paragraph 2 of the Companies Act;
(2)
Right to make a demand which is pursuant to the provisions of Article 166, paragraph 1 of
33

(3)
(4)

the Companies Act;
Right to receive an allotment of offered shares and offered share acquisition rights inproportion to the number of shares held by the shareholder; andThe right to make a demand as provided for in the following Article.

(Purchase of Shares of Less Than One Unit)
Article 9. A shareholder of the Company who holds shares less than one unit may, as provided for in the
Share Handling Regulations, request the Company to sell to the shareholder a number of shares
which will, when combined with the number of shares already held by the shareholder, constituteone share unit.
(Shareholder Register Administrator)
Article 10. The Company shall have a shareholder register administrator.
2. The shareholder register administrator of the Company and the place of business thereof shallbe designated by the Board of Directors or any Director who has been delegated by a resolutionof the Board of Directors and public notice thereof shall be given.
3. The preparation and keeping of the shareholder register and the share acquisition right registerof the Company and other administrations relating thereto shall be outsourced to the shareholder
register administrator, and shall not be handled by the Company itself.
(Share Handling Regulations)
Article 11. In addition to laws and regulations and these Articles of Incorporation, procedures and fees
concerning the Company’s shares are governed by the Share Handling Regulations establishedby the Board of Directors or any Director who has been delegated by a resolution of the Board of
Directors.
(Acquisition of Treasury Shares by a Resolution of Board of Directors)
Article 12. As permitted by Article 165, paragraph 2 of the Companies Act, the Company may, by aresolution of the Board of Directors, acquire its treasury shares through a market transaction, etc.
Chapter III

General Meeting of Shareholders(Convocation)
Article 13. An annual general meeting of shareholders of the Company shall be convened in June every
year. An extraordinary general meeting of shareholders shall be convened whenever necessary.
(Record Date of Annual General Meeting)
Article 14. The record date for voting rights at the Company’s annual general meeting of shareholders shall34

be March 31 every year.
(Convener and Chairman of General Meeting of Shareholders)
Article 15. Unless otherwise provided for by laws and regulations, a general meeting of shareholders shallbe convened by the President and Director by a resolution of the Board of Directors. In cases
where the President and Director is prevented from so acting, another Director who is designatedin accordance with an order of priority determined in advance by the Board of Directors shallconvene a general meeting of shareholders.
2. The President and Director shall chair a general meeting of shareholders of the Company. In
cases where the President and Director is prevented from so acting, another Director who isdesignated in accordance with an order of priority determined in advance by the Board of
Directors shall chair the meeting.
(Measures for Electronic Provision, Etc.)
Article 16. Pursuant to the provisions of Article 325-2 of the Companies Act, the Company shall, whenconvening a general meeting of shareholders, provide information contained in the reference
documents for the general meeting of shareholders and other documents electronically.
2. Pursuant to the provisions of Article 325-5, paragraph 3 of the Companies Act, among thematters to be provided electronically, the Company may choose not to include all or part of thematters stipulated in the Ordinance of the Ministry of Justice in the paper copy to be sent toshareholders who have requested it by the record date for voting rights.
(Method for Making Resolutions)
Article 17. Unless otherwise provided for by laws or these Articles of Incorporation, resolutions of a general
meeting of shareholders of the Company shall be made by a majority of the votes of theshareholders who are present at the meeting and entitled to exercise their votes at such meeting.
2. Notwithstanding the provisions of the preceding paragraph, resolutions of a general meeting ofshareholders of the Company as prescribed in Article 309, paragraph 2 of the Companies Act
shall be made by at least two-thirds of the votes of the shareholders present at the meeting where
the shareholders holding at least one-third of the voting rights of the shareholders entitled toexercise their votes at such meeting are present.
(Proxy Voting)
Article 18. A shareholder of the Company may exercise his/her votes by having one other shareholder withvoting rights act as a proxy on his/her behalf.
2. In the case referred to in the preceding paragraph, the shareholder of the Company or his/herproxy must submit to the Company a document evidencing the proxy’s authority to represent foreach general meeting of shareholders.
35(Minutes of General Meeting of Shareholders)
Article 19. A record of proceedings and the outcome of a general meeting of shareholders of the Company
and other matters stipulated by laws and regulations shall be entered or recorded in the minutes,
and then kept at the head office of the Company in accordance with laws and regulations.
Chapter IV

Directors and Board of Directors(Number of Directors)
Article 20. The Company shall have no more than seven (7) Directors (excluding Directors who are Audit
and Supervisory Committee Members).
2. The Company shall have no more than six (6) Directors who are Audit and Supervisory
Committee Members (the "Audit and Supervisory Committee Members").
(Method of Election)
Article 21. Directors of the Company shall be elected by a resolution of a general meeting of shareholders,with a distinction made between Audit and Supervisory Committee Members and other
Directors.
2. Resolutions for the election of Directors of the Company shall be made by a majority of thevotes of the shareholders present at the meeting where the shareholders holding at least one-thirdof the voting rights of the shareholders entitled to exercise their votes at such meeting arepresent.
3. Resolutions for the election of Directors shall not be made by cumulative voting.
(Term of Office)
Article 22. The term of office of a Director of the Company (excluding Audit and Supervisory Committee
Members) shall expire at the conclusion of the annual general meeting of shareholders for thebusiness year terminating within one year after the election of the Director.
2. The term of office of an Audit and Supervisory Committee Member of the Company shall
expire at the conclusion of the annual general meeting of shareholders for the business year
terminating within two years after the election of the Audit and Supervisory Committee Member.
3. The term of office of an Audit and Supervisory Committee Member who is elected as thesubstitute for an Audit and Supervisory Committee Member who retired from office before theexpiration of the term of office shall continue until the time the term of office of the Audit andSupervisory Committee Member who retired from office is to expire.
4. The effective term of a resolution for the election of a substitute Audit and Supervisory
Committee Member of the Company who has been elected under Article 329, paragraph 3 of theCompanies Act shall expire at the beginning of the annual general meeting of shareholders for36the business year terminating within two years after the election of the substitute Audit andSupervisory Committee Member unless shortened by such resolution.
(Representative Directors and Directors with Special Titles)
Article 23. The Board of Directors of the Company shall, by its resolution, elect one or more Representative
Directors from among Directors (excluding Audit and Supervisory Committee Members).
2. The Board of Directors of the Company may, by its resolution, elect one President andDirector, and, as necessary, one Chairman and Director, and a few Vice Presidents and Directors,
Senior Managing Directors, and Managing Directors, from among Directors (excluding Audit
and Supervisory Committee Members).
(Convener and Chairman of Meeting of the Board of Directors)
Article 24. Unless otherwise provided for by laws and regulations, a meeting of the Board of Directors shallbe convened by the President and Director. In cases where the President and Director isprevented from so acting, another Director who is designated in accordance with an order ofpriority determined in advance by the Board of Directors shall convene a general meeting ofshareholders.
2. The President and Director shall chair a meeting of the Board of Directors of the Company. In
cases where the President and Director is prevented from so acting, another Director who isdesignated in accordance with an order of priority determined in advance by the Board of
Directors shall chair the meeting.
(Notice of Meeting of the Board of Directors)
Article 25. Notice of convocation of a meeting of the Board of Directors of the Company shall be dispatchedto each Director three days prior to the day of the meeting. However, this period may be reducedin case of emergency.
2. With the consent of all Directors, the Company may hold a meeting of the Board of Directors
without following the convening procedures.
(Resolutions of the Board of Directors and Omission of the Resolution)
Article 26. Resolutions of the Board of Directors of the Company shall be made by a majority of the votes of
the Directors present at the meeting where a majority of the directors who are entitled to vote arepresent.
2. Pursuant to the provisions of Article 370 of the Companies Act, if all Directors agree, in
writing or by means of an electronic or magnetic record, to a proposal to be resolved at a meetingof the Board of Directors, the Company shall deem that the resolution to approve such proposal
has been passed at the meeting of the Board of Directors.
37

(Delegation to Directors)
Article 27. As permitted by Article 399-13, paragraph 6 of the Companies Act, the Company may, by aresolution of the Board of Directors, delegate all or part of decisions concerning the execution ofimportant business operations (excluding the matters listed in each item of paragraph 5 of thesame Article) to Directors.
(Board of Directors Minutes)
Article 28. A record of proceedings and the outcome of the Board of Directors meetings of the Company
and other matters stipulated by laws and regulations shall be entered or recorded in the minutes,
affixed with the names and seals of or electronically signed by the attending Directors, and thenkept at the head office of the Company in accordance with laws and regulations.
(Regulations of the Board of Directors)
Article 29. In addition to laws and regulations and these Articles of Incorporation, matters related to theBoard of Directors of the Company are governed by the Regulations of the Board of Directors
established by the Board of Directors or any Director who has been delegated by a resolution of
the Board of Directors.
(Remuneration, etc.)
Article 30. Remuneration, bonuses and other benefits given by the Company in consideration of theexecution of duties to Directors of the Company (the “Remuneration, etc.”) shall be determinedat a general meeting of shareholders, with a distinction made between Audit and Supervisory
Committee Members and other Directors.
(Limited Liability Agreement)
Article 31. As permitted by Article 427, paragraph 1 of the Companies Act, the Company may enter into
agreements with Directors (excluding Directors who are Executive Directors, etc.) limiting their
liability for damages resulting from negligence in the execution of duties. However, themaximum amount of liability under such agreement is prescribed by laws and regulations.
Chapter V

Audit and Supervisory Committee(Standing Audit and Supervisory Committee Members)
Article 32. The Audit and Supervisory Committee of the Company shall, by its resolution, elect one or moreStanding Audit and Supervisory Committee Members from among the Audit and Supervisory
Committee Members.
(Notice of Meeting of the Audit and Supervisory Committee)
38Article 33. Notice of convocation of a meeting of the Audit and Supervisory Committee of the Company
shall be dispatched to each Audit and Supervisory Committee Member three days prior to the
day of the meeting. However, this period may be reduced in case of emergency.
2. With the consent of all Audit and Supervisory Committee Members of the Company, ameeting of the Audit and Supervisory Committee may be held without following the convening
procedures.
(Regulations of the Audit and Supervisory Committee)
Article 34. In addition to laws and regulations and these Articles of Incorporation, matters related to the
Audit and Supervisory Committee of the Company are governed by the Regulations of the Audit
and Supervisory Committee established by the Audit and Supervisory Committee.
(Resolutions of the Audit and Supervisory Committee)
Article 35. Resolutions of the Audit and Supervisory Committee of the Company shall be made by amajority of the votes of the Audit and Supervisory Committee members present at the meeting
where a majority of the Audit and Supervisory Committee members who are entitled to vote arepresent.
(Audit and Supervisory Committee Minutes)
Article 36. A record of proceedings and the outcome of the Audit and Supervisory Committee meetings of
the Company and other matters stipulated by laws and regulations shall be entered or recorded in
the minutes, affixed with the names and seals of or electronically signed by the attending Audit
and Supervisory Committee members, and then kept at the head office of the Company inaccordance with laws and regulations.
Chapter VI

Accounting Auditor(Method of Election)
Article 37. An Accounting Auditor of the Company shall be elected by a resolution of a general meeting ofshareholders.
(Term of Office)
Article 38. The term of office of the Accounting Auditor shall expire at the conclusion of the annual general
meeting of shareholders for the business year terminating within one year after the election of the
Accounting Auditor.
2. Unless otherwise resolved at the annual general meeting of shareholders in the preceding
paragraph, the Accounting Auditor of the Company shall be deemed to have been reelected atsuch annual general meeting of shareholders.
39(Remuneration, etc.)
Article 39. The Remuneration, etc. of the Accounting Auditor of the Company shall be determined by the
Representative Director upon obtaining agreement from the Audit and Supervisory Committee.
Chapter VII

Accounts(Business Year)
Article 40. The Company’s business year is from April 1 to March 31 of the following year.
(Record Date for Dividends of Surplus)
Article 41. The record date for year-end dividends of the Company shall be March 31 every year.
2. The record date for interim dividends of the Company shall be September 30 every year.
3. In addition to the provisions of the preceding two paragraphs, the Company may otherwise
determine a record date and pay dividends of surplus.
(Prescription Period for Payment of Dividends)
Article 42. In cases where the dividend property is monetary and the dividends have not been received after
the lapse of three full years from the date of commencement of payment thereof, the Company
shall be exempted from the obligation to pay such dividends.
2. No interest shall accrue on unpaid dividends of the Company’s shares.
Supplementary Provisions(First Business Year)
Article 1. Notwithstanding the provisions of Article 40, the first business year of the Company shall befrom the date of establishment of the Company to March 31, 2025.
(First Remuneration, etc., for Directors)
Article 2. Notwithstanding the provisions of Article 30, the amount of the Remuneration, etc., for Directorsof the Company (excluding Audit and Supervisory Committee Members) for the period from thedate of establishment of the Company to the time of the first annual general meeting ofshareholders of the Company shall not exceed 205 million yen per year.
2. Notwithstanding the provisions of Article 30, the specific calculation method and specificdetails of the amount of the Remuneration, etc., for the share-based remuneration plan (the“Plan”) among the Remuneration, etc., of Directors (excluding Outside Directors and Audit andSupervisory Committee Members; hereinafter, the same applies in this paragraph) during theperiod from the date of establishment of the Company to the conclusion of the first annual
40

(1)

(2)
(3)

general meeting of shareholders shall be as follows. Furthermore, the maximum amount of theRemuneration, etc., based on the Plan shall be separate from that set forth in the preceding
paragraph.
Overview of the Plan
The Plan is a performance-linked share-based remuneration plan similar to the performancelinked share-based remuneration plan that was approved and passed at the 76th and 78th
Annual General Meetings of Shareholders of TOBISHIMA CORPORATION(“TOBISHIMA”). The Company shall succeed to the contractual status and rights andobligations of TOBISHIMA with respect to the board benefit trust agreement dated August28, 2019 concluded between TOBISHIMA and Mizuho Trust & Banking Co., Ltd., etc.,
effective October 1, 2024.
In other words, the Plan is a share-based remuneration plan in which the Company's sharesare acquired through a trust (hereinafter, the trust established under the Plan is referred to as
the “Trust”) using money contributed by TOBISHIMA up to September 30, 2024, andmoney contributed by the Company from October 1, 2024, as necessary, and Directors are
granted the Company’s shares and money equivalent to the monetary amount of theCompany's shares converted at market value (the “Company’s Shares, etc.”) through theTrust, in accordance with the Rules for Delivery of Shares to Directors established by theCompany. The time for Directors to receive the Company’s Shares, etc. shall be as a generalrule at the time of retirement.
Persons eligible for the Plan
Directors
Amount of trust fund (amount of the Remuneration, etc.)
TOBISHIMA has established the Trust by contributing the funds necessary for the Trust toacquire a number of shares reasonably expected to be necessary to provide benefits under
the Plan in advance for a certain period of time, as follows.
As described in (4) below, the Trust shall acquire shares of the Company using money
contributed by TOBISHIMA up to September 30, 2024, or, by the Company from October
1, 2024, as necessary.
TOBISHIMA has contributed money as necessary funds for the three fiscal years from thefiscal year ended March 31, 2020, to the fiscal year ended March 31, 2022. From October 1,
2024, the Company will, as necessary, contribute funds necessary for the Trust to acquire,in advance for a certain period of time, a number of shares reasonably expected to benecessary to provide benefits under the Plan during the period up to the conclusion of thefirst annual general meeting of shareholders, and will provide benefits under the Plan as
consideration for the performance of duties by Directors during the prescribed period up to
the conclusion of the first annual general meeting of shareholders of the Company inaccordance with the provisions of the Rules for Delivery of Shares to Directors.
41

(4)

(5)

(6)

Method of acquisition of the Company’s shares
The Trust shall acquire the Company’s shares through the market on which the Company’s
shares are listed or by subscribing for treasury shares disposed of by the Company with thefunds contributed in (3) above as the source of funds.
Calculation method and upper limit for the number of the Company’s Shares, etc. provided
to Directors
For each fiscal year, Directors shall be granted a prescribed number of points decided inaccordance with the Rules for Delivery of Shares to Directors, taking into consideration the
Director’s position, the attainment level of performance, etc. The total number of thesepoints granted to Directors in each fiscal year shall be up to 40,000.
The points granted to Directors shall be calculated as one common share of the Company
for each point when the Company’s Shares, etc. are transferred under (6) below. The
number of points of a Director to serve as the standard when transferring the Company’s
Shares, etc., under (6) below shall be the number of points granted to the Director up until
his/her resignation (hereinafter, such points calculated in this way are referred to as the“Defined Number of Points”).
Transfer of the Company’s Shares, etc., and specific calculation method of the amount of
the Remuneration, etc.
A Director of the Company who retires and satisfies the beneficiary requirements stipulated
in the Rules for Delivery of Shares to Directors may receive the number of the Company’s
shares from the Trust in accordance with the Defined Number of Points as explained in (5)above after their resignation by undergoing the designated procedure to establish abeneficiary.
However, if the requirements stipulated in the Rules for Delivery of Shares to Directors are
satisfied, the Director may receive, in respect of a certain portion of the points, a monetaryamount equivalent to the market price of the Company’s shares in lieu of the provision ofCompany’s shares. Furthermore, in order to make the monetary provisions, the Trust may
sell the Company’s shares.
If a Director, who has been granted points, commits certain illegal acts or inappropriate
behavior, etc., that is likely to inflict losses on the Company during his or her term of office,the Director may not acquire part or all of his or her right to receive the shares, according to
the decision of the Board of Directors following the report of the Remuneration and
Nomination Committee.
The amount of the Remuneration, etc., to be received by Directors shall be based on theamount obtained by multiplying the total number of points granted to Directors by the bookvalue per share of the Company's shares held by the Trust at the time of granting points(however, in the event of a share split, gratis allotment of shares, or consolidation of shares,
etc., with respect to the Company's shares, reasonable adjustments shall be made in42accordance with the ratio thereof, etc.). In addition, in cases where money is granted as an
exception in accordance with the provisions of the Rules for Delivery of Shares to
Directors, if it is found to be appropriate, the relevant amount shall be the amount obtainedby adding this amount.
(Remuneration, etc., of Initial Directors who are Audit and Supervisory Committee Members)
Article 3. Notwithstanding the provisions of Article 30, the amount of the Remuneration, etc., for Audit
and Supervisory Committee Members for the period from the date of establishment of theCompany to the conclusion of the first annual general meeting of shareholders shall not exceed
110 million yen per year.
(Deletion of Supplementary Provisions)
Article 4. These Supplementary Provisions shall be deleted at the conclusion of the first annual general
meeting of shareholders of the Company.

43

3. Summary of matters listed in each provision of Item 206 of the Ordinance for Enforcement of the Companies
Act(1) Adequacy of the provisions regarding the consideration for the transfer of shares
A. Number of shares issued and allotteda. Share transfer ratio
Shareholders listed or recorded in the shareholder register of the Company as of the time
immediately preceding the time when the Holding Company acquires all of the issued and outstanding
shares of the Company through the Share Transfer will be allocated one (1) share of common stock in
the Holding Company to be established per share of common stock held in the Company.
b. Number of shares per share unit
The Holding Company will adopt the trading unit system, and the number of shares per trading unit
will be 100 shares.
c. Basis for calculating the share transfer ratio
In the Share Transfer, one (1) sole parent company will be established through a sole share transfer
by the Company, and there will be no change between the composition of the shareholders of theCompany at the time of the Share Transfer and the composition of the shareholders of the Holding
Company. Accordingly, with the highest priority given on avoiding any disadvantage or confusion toshareholders, the Company has decided that that one (1) share of common stock in the Holding
Company will be allocated per share of common stock in the Company held by shareholders.
d. Calculation results, calculation methods, and basis for calculation by third-party calculation
institutions
For the reason stated in c. above, the share transfer ratio has not been calculated by a third party
calculation agent.
e. Number of new shares to be delivered through the Share Transfer (scheduled)
Common stock: 19,226,516 shares (scheduled)44However, if the total number of issued and outstanding shares of common stock in the Company
changes prior to the effective date of the Share Transfer, the number of new shares of common stock in
the Holding Company to be allocated described above will change. Furthermore, since the Company
plans to cancel as many shares of treasury stock that it currently holds or newly acquires by the effective
date of the Share Transfer as practicable, 83,920 shares of common stock held by the Company astreasury stock as of March 31, 2024 have been excluded from the above calculation for the number of
new shares to be delivered.
B. Adequacy of the amount of capital and reserves
The amount of the Holding Company’s capital and reserves is determined within the scope of laws
and regulations, and is deemed reasonable in light of the Holding Company’s purpose, size, and capital
policy, etc.

(2) Details of events occurring after the end of the Company’s last fiscal year that have a significant effecton the Company’s assets
Not applicable.
4.

Candidates for Directors of the Holding Company (excluding members of the Audit and Supervisory
Committee)
Candidates for Directors of the Holding Company (excluding members of the Audit and Supervisory
Committee) are as follows.

Name(Date of birth)
Mitsuhiko Takahashi(June 1, 1961)
Note 1
Note 4(1) Number of the Company’s
Career summary, position and responsibility in the shares held
Company (significant concurrent positions outside (2) Number of Holding
the Company)
Company’s shares to be allotted
Apr. 1985 Joined the Company
Apr. 2014 Chief of Corporate Planning Office
Oct. 2014 Executive Officer and Chief ofCorporate Planning Office45(1) 4,050 shares(2) 4,050 shares

Name(Date of birth)(1) Number of the Company’s
Career summary, position and responsibility in the shares held
Company (significant concurrent positions outside (2) Number of Holding
the Company)
Company’s shares to be allotted

Note 6

Apr. 2019 Managing Executive Officer and Chiefof Corporate Planning Division
Apr. 2020 Senior Managing Executive Officer andChief of Corporate Planning Division
June 2020 Director and Senior Managing
Executive Officer, and Chief ofCorporate Planning Division
Apr. 2024 Director and Senior Managing
Executive Officer, and Chief ofCorporate
Management
Division(current position)
Reasons for nomination as candidate for Director:
Since his appointment as Director in June 2020, Mr. Takahashi has appropriately fulfilled his duties in thedecision-making of important corporate matters and supervision of business execution of the Company. He has
also played a leading role in formulating the medium- to long-term management vision announced in
November 2023, and is leading its implementation. The Company believes that his excellent leadership andstrong driving force, which he has developed through many years of experience as a manager, are essential for
the Tobishima Group’s sustainable growth and further increase in corporate value. For these reasons, theCompany has nominated him as a candidate for Director.
Seiichi Okuyama
Apr. 1987 Joined The Fuji Bank, Limited (current(1) 2,100 shares(February 12, 1965)
Mizuho Bank, Ltd.)(2) 2,100 shares
Note 1May.
General Manager, Yaesuguchi Branch
Note 42015
Department No. 2 of Mizuho Bank, Ltd.
Note 6
Apr. 2018 Executive Officer and General
Manager,Tokyo-Chuo
BranchDepartment No. 2 of Mizuho Bank, Ltd.
May 2020 Advisor of the Company
June 2020 Director and Executive Vice President(current position)

46

Name
(Date of birth)(1) Number of the Company’s
Career summary, position and responsibility in the shares held
Company (significant concurrent positions outside (2) Number of Holding
the Company)
Company’s shares to be allotted

Reasons for nomination as candidate for Director:
Since his appointment as Director in June 2020, Mr. Okumura has appropriately fulfilled his duties in thedecision-making of important corporate matters and supervision of business execution of the Company. The
Company also believes that the management skills he has developed through his extensive experience at major
financial institutions are indispensable for the Tobishima Group’s sustainable growth and further increase incorporate value. For these reasons, the Company has nominated him as a candidate for Director.
Akitaka Saiki(October 10, 1952)
Note 1
Note 2
Note 3Note 4Note 5Note 6

Apr. 1976 Joined the Ministry of Foreign Affairs
Held the positions of:(1) 0 shares(2) 0 shares

Director-General, Asian and Oceanian
Affairs Bureau
Ambassador
Extraordinary
andPlenipotentiary of Japan to the Republicof India, concurrently to the Kingdom of
BhutanDeputy Minister for Foreign Affairs
Vice-Minister for Foreign Affairs

June 2016 Retired from the Ministry of Foreign
Affairs
June 2017 Outside Director, Member of the Boardof Mitsubishi Corporation (retired inJune 2023)
June 2021 Outside Director of the Company(current position)
Reasons for nomination as candidate for Outside Director and the expected role:
Mr. Saiki has never been involved in the management of a company before except as an outside officer.
However, since his appointment as Outside Director in June 2021, he has appropriately fulfilled his duties inproviding 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 of holding numerous positions with significant responsibilities at the Ministry of
47

Name
(Date of birth)(1) Number of the Company’s
Career summary, position and responsibility in the shares held
Company (significant concurrent positions outside (2) Number of Holding
the Company)
Company’s shares to be allotted

Foreign Affairs and serving as outside director of a major trading company. The Company expects that he will
fulfill the same role and therefore has nominated him as a candidate for Outside Director based on the above.
Takako Masai
Oct. 2011 Head of Market Sales Division,(1) 0 shares(March 8, 1965)
Shinsei Bank, Ltd. (now SBI Shinsei(2) 0 shares
Note 1
Bank, Ltd.)
Note 2
Apr. 2013 Executive Officer, Department Head,
Note 3Markets
Research
Department,
Note 4Markets Sub-Group of Shinsei Bank,
Note 5
Limited (current SBI Shinsei Bank,
Limited)July 2015 Executive Officer, General Manager,
Markets Research Division of Shinsei
Bank, Limited (current SBI Shinsei
Bank, Limited)
June 2016 Member of the Policy Board of the
Bank of Japan
June 2021 Director of SBI Financial andEconomic Research Institute Co., Ltd.
(current position)
July 2021 Outside Director of the Company(current position)
July 2021 Advisory Board member of Sim Kee
Boon
InstituteforFinancial
Economics (current position)
July 2021 Outside Director of Mitsubishi
Chemical Holdings Corporation(current Mitsubishi Chemical Group
Corporation)
Aug. 2021 Outside Director of BlackRock Japan
Co., Ltd.
Apr. 2022 Visiting Professor of Jissen Women’s
University (current position)
48

Name
(Date of birth)(1) Number of the Company’s
Career summary, position and responsibility in the shares held
Company (significant concurrent positions outside (2) Number of Holding
the Company)
Company’s shares to be allotted
Mar. 2024

Director of Japan Professional
Football League (current position)
Reasons for nomination as candidate for Outside Director and the expected role:
Since her appointment as Outside Director in June 2021, Ms. Masai has appropriately fulfilled her duties inproviding 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 landscapeand diversity, gained through her experience of holding numerous positions with significant responsibilities atseveral foreign banks, domestic banks as well as the Bank of Japan. The Company expects that she will fulfill
the same role and therefore has nominated her as a candidate for Outside Director based on the above.
Notes:
1.

There is no special interest between the candidates and the Company, and no special interest is expected to arise between
the candidates and the Holding Company.

2.

Akitaka Saiki and Takako Masai are candidates for Outside Director.

3.

Akitaka Saiki and Takako Masai are currently Outside Directors of the Company, and the Company has submitted
notification to Tokyo Stock Exchange that they have been appointed as Independent Officers as provided for by the
aforementioned exchange. If a Holding Company is established and they are appointed as Directors, the Holding
Company intends to submit notification to Tokyo Stock Exchange that they have been appointed as Independent Officers
as provided for by the aforementioned exchange.

4.

The number of shares of the Company held by each director candidate is the number of shares as of the end of April,
2024, and the number of Holding Company shares to be allotted is based on the said shareholding status, taking into
account the share transfer ratio for the Share Transfer. Therefore, the actual number of Holding Company shares to be
allotted may vary depending on the shareholding status immediately prior to the date of the establishment of the Holding
Company.

5.

If a Holding Company is established and Akitaka Saiki and Takako Masai are appointed as Directors, the Holding
Company intends to enter into agreements with them, pursuant to the provisions of Article 427, Paragraph 1 of theCompanies Act, to limit their liability for damages under Article 423, Paragraph 1 of the Companies Act if they haveacted in good faith and without gross negligence in performing their duties. Pursuant to these agreements, the defined
maximum amount of liability for damages, if they have acted in good faith and without gross negligence in performing
their duties, is the minimum liability amount provided for by laws and regulations.
49

6.

Upon the establishment of the Holding Company, the Holding Company intends to enter into a directors’ and officers’
liability insurance contract with an insurance company that will insure all of its Directors. The insurance contract will
cover the legal damages and expenses that would be incurred by the insured, and the Holding Company will be
responsible for all premiums for the insured.

7.

The registered name of Takako Masai is Takako Nishida.

5. Candidates for Directors of the Holding Company who are members of the Audit and Supervisory Committee
The candidates for Directors of the Holding Company who are members of the Audit and Supervisory
Committee are as follows.
Name(Date of birth)
Takuji Arao
(August 8, 1959)
Note 1
Note 4Note 5Note 6Career summary, position and responsibility
in the Company(significant concurrent positions outside theCompany)
Apr. 1983 Joined the Company(1) Number of the Company’s shares
held(2) Number of Holding Company’s
shares to be allotted(1) 6,710 shares(2) 6,710 shares
Metropolitan

Aug. 2013 Head of the
Building Branch Office of theCompany
Apr. 2014 Executive Officer and General
Manager of Tokyo Metropolitan
Area Building Construction
BranchApr. 2016 Managing Executive Officer andGeneral Manager of Tokyo
Metropolitan Area
Building
Construction Branch
June 2019 Director and Managing Executive
Officer, Chief of Building
Construction Division
Apr. 2020 Director and Senior Managing
Executive Officer, Chief of
Building Construction Division
June.
Representative Director and2023
Senior Managing Executive
50

Career summary, position and responsibility (1) Number of the Company’s sharesin the Company
held(significant concurrent positions outside the (2) Number of Holding Company’s
Company)
shares to be allotted
Officer, Chief of Building
Construction Division
Apr. 2024 Representative Director andSenior Managing Executive
Officer (current position)
Reasons for nomination as a Director candidate who is a member of the Audit and Supervisory Committee:
Since his appointment as a Director in June 2019 and as a Representative Director in June 2023, Mr. Arao
has appropriately fulfilled his duties in the decision-making of important corporate matters and supervisionof business execution of the Company. As the leader of the Audit and Supervisory Committee, including theoutside Audit and Supervisory Committee members, the Company believes that the broad insight developed
through his extensive management experience is sufficient to conduct the audit and supervision from an
objective point of view independent of business operations. For these reasons, the Company has nominatedhim as a candidate for Director who is a member of the Audit and Supervisory Committee.
Takashi Aihara
Apr. 1979 Joined Osaka Gas Co., Ltd.
(1) 2,900 shares(July 24, 1955)(2) 2,900 shares
Apr. 2014 President and Representative
Note 1
Director, Kinpai Co., Ltd.
Note 2June 2016 Audit & Supervisory Board
Note 3
Member of Osaka Gas Housing &Note 4Equipment Co., Ltd.
Note 5June 2018 Outside Director of the Company
Note 6(current position)
Reasons for nomination as a candidate for Outside Director who is a member of the Audit and Supervisory
Committee and the expected role:
Mr. Aihara has appropriately fulfilled his duties in providing advice and supervising business execution
from an objective and professional perspective based on his broad knowledge and broad insights gained
through his experience as an executive and Audit & Supervisory Board Member since his appointment as
Outside Director in June 2018.The Company has nominated him as a candidate for Outside Director who isa member of the Audit and Supervisory Committee with the expectation that, as a member of the Audit andSupervisory Committee member, he will, in particular, utilize his experience as a Corporate Auditor to
conduct audits and supervision from an objective standpoint independent of the conduct of business
operations.
Toshiya Natori
July 2006 Tokyo District Public Prosecutor(1) 2,000 shares(December 17, 1963)(Criminal Affairs Division)(2) 2,000 shares
Name(Date of birth)51

Career summary, position and responsibility (1) Number of the Company’s sharesin the Company
held(significant concurrent positions outside the (2) Number of Holding Company’s
Company)
shares to be allotted
Note 1
Dec. 2012 Director, Secretarial Division,
Note 2
Minister’s Secretariat of Ministry
Note 3of JusticeNote 4Jan. 2015 Prosecutor of Supreme Public
Note 5
Prosecutors Office
Note 6
Aug. 2016 Registered as an attorney at law(Daiichi Tokyo Bar Association),joined Oh-Ebashi LPC & Partners
Mar. 2020 Joined ITN Partners (current
position)
June 2020 Outside Audit & Supervisory
Board Member of the Company(current position)
June 2021 Outside
Director,
AsanteIncorporated (current position)
June 2021 Outside Director, J Trust Co.,
Ltd． (current position)
Reasons for nomination as a candidate for Outside Director who is a member of the Audit and Supervisory
Committee and the expected role:
Mr. Natori has extensive experience and broad knowledge as a prosecutor who represent the public interest
as well as considerable knowledge of corporate legal affairs as a lawyer. Since his appointment as Outside
Audit & Supervisory Board Member in June 2020, he has appropriately fulfilled his duties in strengthening
the Company’s audit system based on his high level of professional expertise. The Company has nominatedhim as a candidate for Outside Director who is a member of the Audit and Supervisory Committee with the
expectation that, as a member of the Audit and Supervisory Committee member, he will utilize his highlevel of expertise to conduct audits and supervision from an objective standpoint independent of the
conduct of business operations.
Aki Nakanishi
Apr. 2007 Professor, School of Business(1) 2,000 shares(October 28, 1960)
Administrationof
Meiji(2) 2,000 shares
Note 1
University (current position)
Note 2
Apr. 2015 Principal Researcher, Research
Note 3
Center for Science Systems of theNote 4
Japan Society for the Promotion
Note 5of Science
Name(Date of birth)52

Career summary, position and responsibility (1) Number of the Company’s sharesin the Company
held(significant concurrent positions outside the (2) Number of Holding Company’s
Company)
shares to be allotted
Note 6
Apr. 2015 Visiting Professor, The Graduate
Note 7
School for the Creation of New
Photonics Industries
Feb. 2020 Trustee of Meiji University(current position)
June 2020 Outside Audit & Supervisory
Board Member of the Company(current position)
Apr. 2022 Visiting Professor of Institute ofInformation Security
Apr. 2024 Dean, School of Business
Administration
of
Meiji
University (current position)
Reasons for nomination as a candidate for Outside Director who is a member of the Audit and Supervisory
Committee and the expected role:
Ms. Nakanishi has broad wide-ranging insight as a professional of business administration studies as wellas considerable knowledge of finance and accounting. She also has a high level of professional expertise in
the information security field. Since her appointment as Outside Audit & Supervisory Board Member inJune 2020, she has appropriately fulfilled her duties in strengthening the Company’s audit system based onher high level of professional expertise. The Company has nominated her as a candidate for Outside
Director who is a member of the Audit and Supervisory Committee with the expectation that, as a memberof the Audit and Supervisory Committee member, she will utilize her high level of expertise to conduct
audits and supervision from an objective standpoint independent of the conduct of business operations.
Name(Date of birth)

Notes:
1.

There is no special interest between the candidates and the Company, and no special interest is expected to arise between
the candidates and the Holding Company.

2.

Takashi Aihara, Toshiya Natori and Aki Nakanishi are candidates for Outside Directors.

3.

Takashi Aihara is currently Outside Director and Toshiya Natori and Aki Nakanishi are currently Outside Audit &Supervisory Board Members of the Company. The Company has submitted notification to Tokyo Stock Exchange thatthey have been appointed as Independent Officers as provided for by the aforementioned exchange. If a Holding
Company is established and they are appointed as Directors, the Holding Company intends to submit notification to53

Tokyo Stock Exchange that they have been appointed as Independent Officers as provided for by the aforementioned
exchange.
4.

The number of shares of the Company held by each candidate for Director who is a member of the Audit and Supervisory
Committee is the number of shares as of the end of April, 2024, and the number of Holding Company shares to be
allotted is based on the said shareholding status, taking into account the share transfer ratio for the Share Transfer.
Therefore, the actual number of Holding Company shares to be allotted may vary depending on the shareholding status
immediately prior to the date of the establishment of the Holding Company.

5.

If a Holding Company is established and Director candidates who are members of the Audit and Supervisory Committee
assume the positions of Directors, the Holding Company intends to enter into agreements with each candidate, pursuant
to the provisions of Article 427, Paragraph 1 of the Companies Act, to limit their liability for damages under Article 423,
Paragraph 1 of the Companies Act if they have acted in good faith and without gross negligence in the performance of
their duties. Pursuant to these agreements, the defined maximum amount of liability for damages, if they have acted ingood faith and without gross negligence in performing their duties, is the minimum liability amount provided for bylaws and regulations.

6.

Upon the establishment of the Holding Company, the Holding Company intends to enter into a directors and officers
liability insurance contract with an insurance company that will insure all of its Directors. The insurance contract will
cover the legal damages and expenses that would be incurred by the insured, and the Holding Company will be
responsible for all premiums for the insured.

7.

The registered name of Aki Nakanishi is Aki Mizukoshi.

6. Matters concerning a legal entity to assume the Holding Company’s Accounting Auditor
A legal entity to assume the Holding Company’s Accounting Auditor is as follows.
Name Note 1
Address of the principal
officeCompany History

Deloitte Touche Tohmatsu LLC
3-2-3
Marunouchi,
Chiyoda-ku,
Tokyo
Marunouchi Nijubashi Building
May 1968
Established Tohmatsu and Aoki Audit Corporation
May 1975

Joined Touche Ross International (TRI) (nowDeloitte Touche Tohmatsu Limited (DTTL))
Name changed to Deloitte Touche Tohmatsu LLC

Feb. 1990
July 2009

The name was changed to Deloitte Touche Tohmatsu
LLC as part of the conversion to a limited liability
company.
54

Audited

companies
Note 2
Capital Note 3
Members
Note 4

3,162
1,173 million yen
Partners (Certified Public Accountants)
Specified Partners
Associates
Certified Public Accountants
Persons who have passed theCertified Public Accountant
examination, etc.
(including accounting assistants)
Other professionals
Clerical staff
Total

480
61
2,514
1,236

3,610
89
7,990

Notes:
1.

The reason for selecting Tohmatsu LLC as a candidate for Accounting Auditor is that the Company found it to be a suitable
candidate after fully considering Tohmatsu LLC’s size, experience and other capabilities, as well as its independence andinternal management system.

2.

The information provided is as of the end of May 2023.

3.

Information provided is as of the end of February 2024.

4.

Information provided is as of the end of February 2024.

55

Business Report (From April 1, 2023 through March 31, 2024)
I. Matters Concerning Current Status of the Group
1.

Business trends and results(1)

Consolidated financial results for the fiscal year under review
During the fiscal year under review, the Japanese economy showed positive signs such as the prolonged
impact of COVID-19 subsiding, socioeconomic activities continuing to be further normalized, and the Nikkei
Stock Average exceeding its pre-bubble high. However, the economic recovery stalled due to factors such as
the protracted situation in Ukraine and the Middle East, concerns about the future of the Chinese economy,
and the ongoing depreciation of the yen. In the domestic construction market, construction investment
remained relatively strong and increased compared to the previous fiscal year, despite continued price hikes
for labor and materials and equipment.
Under these circumstances, for the fiscal year under review, net sales were ¥132.0 billion (up 4.8% year onyear), operating profit was ¥5.2 billion (up 26.7% year on year), ordinary profit was ¥4.7 billion (up 29.9%
year on year), and current net income attributable to shareholders of parent company was ¥3.4 billion (up12.0% year on year).

Net sales

Operating profit¥132.0 b i l l i o n¥5.2 b i l l i o n

Up 4.8 % year on year

Up 26.7 % year on year

Ordinary profit

Current net income attributable toshareholders of parent company¥4.7 billion¥3.4 billion

Up 29.9% year on year

Up 12.0% year on year
56

The status of operating results by operating segment is as follows.

57

Civil Engineering and Construction Business
Mainly due to successful progress of construction works, net sales were ¥68.0 billion (up 3.7% year on year)
and segment profit was ¥5.4 billion (up 10.5% year on year). Orders received were ¥59.2 billion (down 0.6% year
on year).
Major project orders received and completed projects were as follows.
Examples of major project orders received
ClientProject nameTokyo Urban Planning and Development
Corporation

The maintenance work of Kitano Pumping Station in the fiscal year2023

East Nippon Expressway Company
Limited

The replacement work of Isawa River Bridge decks on Tohoku
Expressway

Japan Railway Construction, Transport
and Technology Agency

Hokkaido Shinkansen, Shin-Yakumo (provisional name) Station
elevated bridge

Examples of major completed projects
ClientProject nameYachiyo City

The improvement (civil engineering and construction) work of
Murakami Water Facilities

Hyogo Prefecture

Prefectural Shootingrange (provisional name) maintenance projectand site preparation/maintenance work

58

Building Construction Business
Mainly due to successful progress of construction works, net sales were ¥53.1 billion (up 2.6% year on year)
and segment profit was ¥2.6 billion (up 87.6% year on year). Orders received were ¥59.7 billion (up 22.2% year
on year).
Major project orders received and completed projects were as follows.
Examples of major project orders received
ClientChuo-Nittochi Co., Ltd.
Tokushima City
Health Department, Government of
Sindh, Pakistan
Examples of major completed projects
ClientAki CityTOBISHIMA BRUNEI SDN.BHD.

Project name
The reconstruction work of Kojimachi Kyodo Building(provisional name)
The new construction work of Tokushima City Crisis Management
Center (provisional name)
The Project for the Extension of Maternal and Child Health Care
Facilities in Sindh

Project name
The construction work of Aki City new government office
The new construction of building for the Brunei Darussalam
Central Bank

Development Business, Etc.
Net sales of the Development Business, Etc. were ¥10.8 billion (up 27.3% year on year) and segment profit was¥0.6 billion (up 31.7% year on year).

59

(2)

Non-consolidated orders received, net sales and balance brought forward
Non-consolidated orders received, net sales and balance brought forward were as follows.
(Unit: Millions of yen)

Category
Construction Civil Engineering
Business Building
Construction
Total
Development Business, Etc.
Total
2.

Balancebrought
forward136,564

Orders received
for FY2023

Net sales for
FY2023

Balance carriedforward54,72764,180127,11165,61255,40550,37670,641

202,177–
202,177

110,132
1,223
111,355

114,557
1,223
115,780

197,752

Changes in the state of financial position and income and loss
Category(Unit: Millions of yen unlessotherwise specified)

FY2020 (78thbusiness year)

FY2021 (79thbusiness year)

FY2022 (80thbusiness year)

117,295
3,673

117,665
4,212

125,9413,677

FY2023 (81stbusiness year)(Fiscal year underreview)
132,049
4,775

2,451

3,219

3,038

3,403

128.15yen
121,598
41,586168.30yen
114,632
43,872158.81yen
128,055
45,730177.86yen
150,869
48,803

Net sales
Ordinary profit
Current net income
attributable toshareholders of parent
company
Basic earnings per share
Total assets
Net assets■ Net sales

197,752(Unit: millions of yen)

■ Ordinary profit(Unit: millions of yen)

■ Current net income attributable toshareholders of parent company(Unit: millions of yen)

FY2020

FY2021

FY2022

FY2023

FY2020

FY2021

FY202260

FY2023

FY2020

FY2021

FY2022

FY2023

3.

Issues to be addressed

In the construction industry, the contraction of construction investment and the decline and aging of theworkforce are inevitable against the backdrop of declining birthrates and an aging society. These are ongoingchallenges for the industry to be addressed.
In addition, society requires corporations to strengthen corporate governance and contribute to the realization ofa sustainable society, including decarbonization.
In order for the Group to continue to grow, it needs to make continuous changes to become an “indispensable
company” required by society, and it also needs to expand its business domain to respond quickly and flexibly todiversifying social issues.
Under these circumstances, the Company has formulated a medium- to long-term management vision consistingof “Brand Narrative,” “Values,” and “Goals” in order to achieve sustainable growth and enhance the corporate
value of the Group.
By sharing with all stakeholders the future goals of the Group and its action guidelines as its “Brand Narrative”
and “Values,” and by clarifying the direction of the Group’s strategies to achieve those goals as our “Goals,” theCompany aims to evolve from “a construction company that builds and protects infrastructure through its
construction technology” to “a construction company that creates and nurtures the construction industry throughinnovation.”

61

ブランド・ストーリー

Brand Narrative

Constructionに、Innovationを。

Bringing
Construction

未来のConstructionをつくるプラットフォーム・カンパニー

Innovationto

目指すべき姿

Goals

収益基盤の拡充Strengthening
foundations

earnings

A platform company shaping thefuture of construction

3つの「バリュー」

Our Three Core Values

持続的成長の実現

Achieving sustainable growth

未来のConstructionを「創造」

Shaping the future of construction

ガバナンスの強化

Enhancing governance

多様なパートナーと「共創」

Cocreation with diverse partners

安定的な株主還元

Stable returns to shareholders

これからの地球環境や地域社会と「共生」

Coexistence with our planet andcommunities into the future

62

4.

Status of principal subsidiaries (as of March 31, 2024)
Company name

CapitalPercentage

Main businessownership interest
E&CS Co. Ltd.

90 million yen

100.0%

Seismic reinforcement design andmanufacturing/selling materials for seismic
reinforcement

Sugita Construction
Corporation

40 million yen

100.0%

General construction business

TEQUANAUTS CO., LTD.

50 million yen

100.0%

Underwater operation business, water quality
conservation business50 million yen

100.0%

Real estate sale, renting, intermediation,
mediation, and management

30 million yen

100.0%

IT system development and maintenance

FOR YOU, INC.
Axisware, Inc.

(Notes)1. The number of our consolidated subsidiaries is nine, including the five principal subsidiaries listed above.
2. TEQUANAUTS CO., LTD., a consolidated subsidiary of the Company merged Japan Lake and Canal Co., Ltd., a consolidated subsidiaryof the Company on March 8, 2024.

5.

Main business (as of March 31, 2024)

The Company has been licensed by the Minister of Land, Infrastructure, Transport and Tourism as a special
construction business operator ((Toku-4) No. 1400) pursuant to the Construction Business Act and engaged incivil engineering and building businesses and other businesses related thereto. In addition, the Company has also
been licensed by the Minister of Land, Infrastructure, Transport and Tourism as a real estate broker ((14) No.
1462) pursuant to the Real Estate Brokerage Act and engaged in real estate related business.

6.

Main offices, etc. (as of March 31, 2024)

Headquarters

1-8-15, Konan, Minato-ku, Tokyo

Branch office

Tohoku Branch (Miyagi), Tokyo Metropolitan Area Branch Office, International Branch (Tokyo), Nagoya
Branch Office, Osaka Branch, Kyushu Branch (Fukuoka)

Overseas business office Brunei, Pakistan, Myanmar
Other

Research Institute of Technology (Chiba)
63

(Note) Tokyo Metropolitan Area Branch Office and International Branch (Tokyo) were abolished on April 1, 2024, and their functions weretransferred to and absorbed by the Sales Department.

7.

Status of employees (as of March 31, 2024)(1)

Status of employees of the Group
Number of

Increase or decrease from the end

employeesof the previous fiscal year

1,425
(2)

No increase or decrease

Average age

Average years of service

44.1 years old

16.4 years

Average age

Average years of

Status of employees of the Company
Number of

Increase or decrease from the end

employeesof the previous fiscal year

1,122

service-25

8.

Status of capital expenditures and financing(1)

Status of capital expenditures

44.8 years old

18.6 years

No particular material capital expenditures were made during the fiscal year under review.
(2)

Status of financing
The Company has entered into a term loan agreement (¥10 billion) and a revolving line of credit agreement(¥15 billion) with financial institutions for the purpose of stable and flexible procurement of operating funds.

9.

Principal lenders (as of March 31, 2024)
LenderAmount of loan

Mizuho Bank, Ltd.

10,000 million yen

Aozora Bank, Ltd.

3,861 million yen

Resona Bank, Limited

3,270 million yen

The Hokuriku Bank, Ltd.

2,717 million yen[Reference]64

[Policy on cross-shareholdings]
The Company has a policy to hold shares of other companies only when it determines that holding such shares willcontribute to the increase of corporate value over a medium- to long-term through maintenance and strengthening ofbusiness relationships.
The Company also has a policy to comprehensively examine economic rationality and future prospects, etc. ofholding each cross-shareholding, including whether the benefit and risk of holding it are appropriate for capital cost
and to confirm them at a meeting of the Board of Directors once a year. The Company has a policy to sell or reduce
the number of shares that are determined to have no meaning of holding as a result of the examination.
For the fiscal year under review, the Board of Directors determined to continue to hold 11 cross-shareholdings.

65

II. Matters Concerning Shares
1.
Total number of authorized shares, total number of outstanding shares, and number ofshareholders (as of March 31, 2024)
Total number of authorized shares

Total number of outstanding

Number of shareholders

sharesCommon shares

40,000,000 shares

19,310,436 shares

28,836 shareholders(Note) The total number of outstanding shares includes 83,920 shares of treasury shares.

2.

Major shareholders (as of March 31, 2024)
Shareholder

Number of shareholding

Ratio of shareholding(1,000 shares)(%)

The Master Trust Bank of Japan, Ltd. (Trust Account)

2,474

12.9

Custody Bank of Japan, Ltd. (Trust Account)

1,290

6.7

Tobishima Kyoei-kai (Employees’ Shareholding Association))

1,206

6.3

463

2.4

RE FUND 107-CLIENT AC

313

1.6

DFA INTL SMALL CAP VALUE PORTFOLIO

296

1.5

BNP PARIBAS NEW YORK BRANCH－PRIME BROKERAGE
SEGREGATION ACCOUNT

263

1.4

Ueda Yagi Tanshi Co., Ltd.

226

1.2

BBH LUX／BROWN BROTHERS HARRIMAN（LUXEMBOURG）SCA CUSTODIAN FOR SMD－ AM
FUNDS－DSBI JAPAN EQUITY

199

1.0

BNYM SA/NV FOR BNYM FOR BNYM GCM CLIENT ACCTS
M ILM FE

164

0.9

TOBISHIMA CORPORATION Jishakabu-Toshi-kai(Treasury Share Investment Association)(Note) Shareholding ratio was calculated after deducting the number of treasury shares (83 thousand shares). The number of treasury shares
does not include the number of shares held by the trust account of the Board Benefit Trust (BBT), the performance-linked share-based
remuneration plan (87 thousand shares).

66

3.
Stock provided to Officers as remuneration for duties performed during the fiscal year underreview
Category

Number of shares

Directors (excluding outside directors)

Number of recipients
9,100 shares

1(Notes) 1. The details of the Company’s equity compensation are as specified in “III. Matters Concerning Officers, 2. Amounts ofremuneration, etc., paid to directors and Audit & Supervisory Board members.”
2. The above figures represent shares provided to retired officers of the Company.

67III. Matters Concerning Officers
1.

Names of directors and Audit & Supervisory Board members (as of March 31, 2024)

Position
President, Representative
Director and Chief
Executive Officer
Representative Director
and Senior Managing
Executive Officer
Director and Executive
Vice President
Director and Senior
Managing Executive
Officer
Director and Managing
Executive Officer
Director
Director
Director

Name
Masahiro Norikyo

Responsibility and important concurrent duties

Takuji Arao

Chief of Building Construction Division, and in chargeof quality

Seiichi Okuyama

In charge of private sector

Standing Audit &Supervisory Board
MemberStanding Audit &Supervisory Board
MemberAudit & Supervisory Board
MemberHiroshi Ito

Audit & Supervisory Board
MemberAki Nakanishi

Mitsuhiko Takahashi
Chief of Corporate Planning Division
Shiro Takeki

Chief of Civil Engineering Division

Takashi Aihara
Akitaka Saiki
Takako Masai

Director, SBI Financial and Economic ResearchInstitute
Director, Japan Professional Football League

Kiyoshi Usui

Toshiya Natori

Attorney, ITN Partners
Outside Director, Asante Incorporated
Outside Director, J Trust Co.,Ltd．
Professor, Faculty of Business Administration, Meiji
University
Trustee, Meiji University (incorporated educational
institution)

68

(Notes)1.

Directors Takashi Aihara, Akitaka Saiki, and Takako Masai are outside directors.

2.

Audit & Supervisory Board Members Toshiya Natori and Aki Nakanishi are outside Audit & Supervisory Board members.

3.

Standing Audit & Supervisory Board Members Hiroshi Ito and Kiyoshi Usui have many years of experience in the Company’s
management and administration, accounting business, and considerable knowledge of finance and accounting.

4.

The Company has submitted notification to Tokyo Stock Exchange, Inc. that Directors Takashi Aihara, Akitaka Saiki and Takako
Masai and Audit & Supervisory Board Members Toshiya Natori and Aki Nakanishi have been appointed as Independent Officers
as provided for by the aforementioned exchange.

5.

No directors and Audit & Supervisory Board members resigned during the fiscal year under review.

2.

Amounts of remuneration, etc., paid to directors and Audit & Supervisory Board members(1)

Total amount of remuneration, etc., paid to directors and Audit & Supervisory Board members
The amount of remuneration, etc., paid to directors and Audit & Supervisory Board members is as follows.

Director categories

Directors¥169 million¥146 million¥22 million

9(¥14 million)(¥14 million)–(3)¥40 million¥40 million–

5(¥9 million)(¥9 million)–(2)(Outside Audit & Supervisory Board
members)2.

Numberofdirectors
concerned(Outside directors)
Audit & Supervisory Board members(Notes) 1.

Total ofremuneration, etc.

Total of remuneration, etc., indifferent categories
PerformanceBasic
linked share-based
remuneration
remuneration

The above figures include pay for a director and an Audit & Supervisory Board member who resigned at the end of the 80th Annual
General Meeting of Shareholders held June 29, 2023.
The total amount of performance-linked share-based remuneration is the amount of provision for the fiscal year based on theperformance-linked share-based remuneration plan (BBT: Board Benefit Trust) introduced at a resolution of the 76th Annual
General Meeting of Shareholders.

69

(2)

Matters concerning performance-linked share-based remuneration, etc. and the content of non-monetary
remuneration, etc.
The Company has introduced a performance-linked share-based remuneration plan, or BBT (“Board
Benefit Trust"), for directors (excluding outside directors) (the “Plan”). The Plan further clarifies the link
between remuneration of directors, the Company's performance and prices of the Company's shares for the
purpose of heightening awareness about the improvement in medium- to long-term business performance andcontribution to increased corporate value from such performance by sharing not only the benefits of risingstock prices between directors and the shareholders but also the risk of falling stock prices.
The Plan is a performance-linked share-based remuneration plan in which a trust created under the Plan (the trust
established pursuant to the Plan is hereinafter referred to as the “Trust”) will acquire the Company’s shares using money
contributed by the Company as the source of funds and directors are provided with the Company’s shares and cash
equivalent to the market value of the Company’ shares (the “the Company’s Shares, Etc.”) through the Trust in accordancewith the rules for performance-linked share-based remuneration established by the Company. As a general rule, directors
shall be entitled to receive the Company’s Shares, Etc. at the time of retirement.

As the amount of the Company’s Shares, Etc. provided under the plan specifically reflects the Company’sbusiness performance for the relevant fiscal year, it is determined based on the achievement of certain level ofconsolidated net sales, consolidated operating profit, and profit attributable to shareholders of parent
company , which serve as indicators, taking into consideration the status of business execution by eachdirector, the status of dividend payment, the level of bonuses for employees, etc. The achievement of thoseindicators for the fiscal year under review is as specified in “I. Matters Concerning Current Status of theGroup, 1. Business trends and results and 2. Changes in the state of financial position and income and loss” of
the Business Report.
(3)

Matters concerning resolution of the Board of Directors on remuneration, etc., for directors and Audit &Supervisory Board members
The amount of basic remuneration for directors of the Company was determined to be within ¥260 million
per year (of which ¥20 million per year was for outside directors) at the resolution of the 76th Annual General
Meeting of Shareholders held on June 27, 2019. The number of directors at the conclusion of such annual
general meeting of shareholders was eight (of which two were outside directors). In addition to the basic
remuneration, for remuneration, etc., under the Plan, the maximum amount to be contributed to the Trust wasdetermined to be ¥120 million for every three fiscal years in total at the resolution of the 76th Annual General
Meeting of Shareholders held on June 27, 2019, and the maximum number of shares of the Company to beacquired by the Trust was determined to be 120,000 shares every three fiscal years in total and the maximum
number of points granted to directors to be 40,000 points per fiscal year, respectively, at the resolution of the78th Annual General Meeting of Shareholders held on June 29, 2021. The number of directors (excluding
outside directors) at the conclusion of both of the annual general meetings of shareholders was six.
The amount of basic remuneration for Audit & Supervisory Board members was determined to be within¥84 million per year at the resolution of the 46th Annual General Meeting of Shareholders held on June 29,70

1989. The number of Audit & Supervisory Board members at the conclusion of such annual general meetingof shareholders was four.

71

(4)

Policy on determination of the content of remuneration, etc., for individual directors
The Company has adopted a remuneration system for directors of the Company that fully functions as
incentive for continuous enhancement of corporate value, and a basic policy to keep an appropriate level of
remuneration based on duties of each director in determining remuneration for individual directors.
Specifically, remuneration for inside directors consists of (i) basic remuneration that is monthly fixed
remuneration determined based on points granted to them based on their position and responsibility and bycomprehensively taking into consideration the level of salary of employees and other factors and (ii)performance-linked share-based remuneration. Remuneration for outside directors consists only of basic
remuneration because the Company considers that performance-based remuneration is not appropriate forthem.
The total amount of remuneration for directors is determined at a meeting of the Board of Directors throughconsultation at the Remuneration and Nomination Committee in which outside directors also participate,
within the total amount determined by the general meeting of shareholders. The amount of remuneration for
individual directors is determined by the president and representative director who is delegated by the Boardof Directors based on a resolution of the Board of Directors.
The determination policy specified above was adopted by resolution of the Board of Directors (written
resolution) on February 24, 2021 through consultation at the Remuneration and Nomination Committee.
In determining the content of remuneration, etc., for individual directors, the Board of Directors generally
respects a report from the Remuneration and Nomination Committee and believes it is in line with thedetermination policy because the committee examines the consistency of the original proposal and thedetermination policy from various perspectives.

(5)

Remuneration for Audit & Supervisory Board members
Remuneration for Audit & Supervisory Board members consists only of basic remuneration because theCompany considers that performance-based remuneration is not appropriate for them. The amount of
remuneration for them is determined through consultation of Audit & Supervisory Board members within the
total amount determined by the general meeting of shareholders.

(6)

Matters concerning delegation of determination of remuneration, etc., for individual directors
Determination of the amount of remuneration for individual directors is delegated to President andRepresentative Director Masahiro Norikyo. The Board of Directors adopted a resolution (written resolution)
on February 24, 2021 that President and Representative Director Masahiro Norikyo determine the amount of
remuneration for individual directors within the total amount determined by the Board of Directors throughconsultation of the Remuneration and Nomination Committee in accordance with the content of a report(including the ratio by type of remuneration) of the committee.
The reason for delegation of this authority is that the president and representative director is the most72

appropriate person to evaluate execution of duties by each director while overviewing business performance of
the Company as a whole.

73

3.

Matters concerning outside officers(1)

Important concurrent duties and relationship with the Company

Category
Director

Name
Takako Masai

Audit & Supervisory
Board Member

Toshiya Natori

Audit & Supervisory
Board Member

Aki Nakanishi

Important concurrent duties
Director and Chairperson, SBI
Financial and Economic ResearchInstitute
Director, Japan Professional Football
LeagueAttorney, ITN Partners
Outside Director, Asante Incorporated
Outside Director, J Trust Co.,Ltd．
Professor, Faculty of Business
Administration, Meiji University
Trustee, Meiji University(incorporated educational institution)

74

Relationship with the Company
There is no special relationshipwith the Company.

There is no special relationshipwith the Company.
There is no special relationshipwith the Company.

(2)Status of main activities for the fiscal year under review

Category

Name

Director

Takashi Aihara

Director

Akitaka Saiki

Attendance at meetings of the Board of Directors/Audit &Supervisory Board, verbal input and other contributions at themeetings
He attended nine out of the 10 meetings of the Board of Directors held
during the fiscal year under review. He actively provided advice andopinions specifically regarding the status of internal dissemination ofmanagement policies and the progress of the structural reform from an
objective perspective based on his extensive experience and broad
insights as an executive and Audit & Supervisory Board member. He
also appropriately fulfilled his duties as expected by actively
providing opinions at the three meetings of the Remuneration and
Nomination Committee held during the fiscal year under review. In
addition, he attended the meetings of outside officers to exchange
opinions and site tours held in June and November 2023, at which heprovided advice to improve the effectiveness of the Board of Directors
as well as learning more about the Company’s business.
He attended all the 10 meetings of the Board of Directors held during
the fiscal year under review. He actively provided advice and opinions
specifically regarding the importance of collection, analysis andevaluation of information on overseas situations from an objective andprofessional perspective based on his extensive knowledge and broad
insights gained through his experience of serving in significant
positions at the Ministry of Foreign Affairs and as outside director ofa major trading company. He also provided advice on issues related to
the Company’s overseas business, as necessary. He also appropriately
fulfilled his duties as expected by actively providing opinions at thethree meetings of the Remuneration and Nomination Committee held
during the fiscal year under review. In addition, he attended themeetings of outside officers to exchange opinions and site tours heldin June and November 2023, at which he provided advice to improvethe effectiveness of the Board of Directors as well as learning more
about the Company’s business.

75

Category

Name

Director

Takako Masai

Audit & Supervisory
Board Member

Toshiya Natori

Audit & Supervisory
Board Member

Aki Nakanishi

Attendance at meetings of the Board of Directors/Audit &Supervisory Board, verbal input and other contributions at themeetings
She attended all the 10 meetings of the Board of Directors held during
the fiscal year under review. She actively provided advice andopinions specifically regarding IR activities and the financial fieldfrom an objective and professional perspective based on her broad
knowledge and insights gained through her experience of serving insignificant positions at several foreign banks, Japanese banks, and the
Bank of Japan. She also provided advice, as necessary, on the
Company’s efforts toward matters such as promotion of women to
management positions and diversity. She also appropriately fulfilled
his duties as expected by actively providing opinions at the threemeetings of the Remuneration and Nomination Committee held
during the fiscal year under review. In addition, she attended themeetings of outside officers to exchange opinions and site tours heldin June and November 2023, at which she provided advice to improvethe effectiveness of the Board of Directors as well as learning more
about the Company’s business.
He attended all the 10 meetings of the Board of Directors held during
the fiscal year under review. He actively provided advice and opinions
specifically regarding the importance of fraud prevention measuresand information security measures from a professional perspective asa lawyer and former prosecutor. He also provided advice based on pastlegal precedents. He also attended all the 11 meetings of the Audit &Supervisory Board held during the fiscal year under review andappropriately fulfilled his duties as expected by exchanging opinions
on the audit results and discussing matters related to audit. In addition,
he attended the meeting of outside officers to exchange opinions andsite tour held in November 2023, at which he provided advice toimprove the effectiveness of the Board of Directors as well as learning
more about the Company’s business.
She attended all the 10 meetings of the Board of Directors held during
the fiscal year under review. She actively provided advice andopinions specifically regarding the status of progress of DX and theimportance of information security measures, etc. from a professional
perspective of theory of business administration and in thetelecommunication and information fields. She also provided advice
on a policy on development of young employees. She also attended all
the 11 meetings of the Audit & Supervisory Board held during the
fiscal year under review and appropriately fulfilled her duties as
expected by exchanging opinions on the audit results and discussing
matters related to audit. In addition, she attended the meetings ofoutside officers to exchange opinions and site tours held in June and76

Category

(3)

Name

Attendance at meetings of the Board of Directors/Audit &Supervisory Board, verbal input and other contributions at themeetings
November 2023, at which she provided advice to improve theeffectiveness of the Board of Directors as well as learning more about
the Company’s business.

Outline of limited liability agreement
The Company and each outside director and each outside Audit & Supervisory Board member have enteredinto an agreement to limit his/her liability for damages under Article 423, Paragraph 1 of the Companies Act inaccordance with the Articles of Incorporation of the Company and Article 427, Paragraph 1 of the Companies
Act.
The amount of liability for damages under such agreement is up to the minimum amount of liability asprescribed in laws and regulations as long as the outside director or the outside Audit & Supervisory Board
member has performed his/her duties in good faith and without gross negligence.

4.

Outline of directors’ and officers’ liability insurance contract
The Company has entered into a directors’ and officers’ liability insurance contract set forth in Article 4303, Paragraph 1 of the Companies Act with an insurance company. The insured parties of the insurance policy
are all directors, executive officers and Audit & Supervisory Board members of the Company and its
subsidiaries, and the Company bears all insurance premiums for all the insured parties. The insurance contract
is intended to cover legal damages and court costs to be borne by the insured due to their acts. However, there
are certain exclusions, such as no coverage for liability arising from illegal actions taken by the insured inorder to ensure the appropriateness of execution of duties by the insured.

77

IV. Status of Accounting Auditor
1.

Name of accounting auditor
Deloitte Touche Tohmatsu LLC

2.

Amount of remuneration, etc., to accounting auditor for the fiscal year under review

Details(1) Amount of remuneration, etc., paid by the Company to the accounting auditor for theservices of the accounting auditor(2) Total amount of money and other financial benefits paid by the Company and its
subsidiaries to the accounting auditor

Amount of compensation¥75 million¥75 million(Notes) 1.

In the audit contract between the Company and its accounting auditor, as no distinction is made, or can substantially be made,between the amounts paid for audit as accounting auditors’ remuneration pursuant to the Companies Act and those pursuant to the
Financial Instruments and Exchange Act, the amount specified in (1) above presents the total of such amounts.

2.

As a result of conducting the necessary verification on the contents of the audit plan of the accounting auditor, the status of theperformance of its duties, and the appropriateness of the calculation basis of its estimated remuneration, the Audit & Supervisory
Board agreed to the amount of remuneration to the Accounting Auditors

3.

Policy regarding decisions on the dismissal or non-reappointment of accounting auditor
If the accounting auditor falls under any of the following items, the Audit & Supervisory Board shall discuss
whether to dismiss the accounting auditor:
・

Having breached any of its duties or failed to perform its duties

・

Having taken inappropriate acts as the accounting auditor

・

Other events equivalent to the above

In addition to the above, the Audit & Supervisory Board shall examine whether not to reappoint theaccounting auditor, as necessary, taking into consideration the actual status of the accounting audit and theaccounting auditor.

〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
78

(Note) Fractions of the amounts and number of shares included in the Business Report are rounded off. The amounts do not include the amounts equivalent to
consumption tax, etc.

79Consolidated Financial Statements
Consolidated Statements of Income

Consolidated Balance Sheets(Amounts of less than one million (From April 1, 2023 to March 31,2024)(Amounts of less than one million yen are rounded down.)
yen are rounded down.)(As of March 31,2024)
AssetsCurrent assets
Cash and deposits

Liabilities[121,237]
24,074

Notes receivable,accounts receivablefrom completed
construction contracts
and other

76,324

Real estate for sale

615

Costs on construction
contracts in progress
Costs on development
business and other inprogress
Other

Non-current assets

1,589
8,805

[83,838]

Non-current liabilities
Long-term borrowings
Provision for share awards
for directors (and otherofficers)
Provision for retirement
benefits for directors (andother officers)
Retirement benefit liability
Other[18,228]
16,487

Total liabilities

102,066

Net assets
Shareholders, equity
Share capital
Capital surplus
Retained earnings
Treasury shares[47,135](5,519)(6,235)(35,948)(△567)

28,592
18,3598,476
25,097
208
191
2,911

9,827

[29,631]

Property, plant andequipment(18,294)

Buildings andstructures

9,423

Machinery, vehicles,
tools, furniture andfixtures

1,006

Land

7,621

Leased assets

60

Construction inprogress

181

Intangible assets(1,465)Investments and otherassets(9,871)

Investment securities

4,762

Retirement benefit asset

3,382

Other

1,927

Allowance for doubtful
accounts△200

Total assets

Current liabilities
Notes payable, accounts
payable for construction
contracts and other
Short-term borrowings
Advances received on
construction contracts inprogress
Deposits received
Provision for warranties
for completed
construction
Provision for loss on
construction contracts
Other

Total accumulated othercomprehensive income
Valuation difference on
available-for-salesecurities
Foreign currencytranslation adjustment
Remeasurements ofdefined benefit plans

194
57
1,420

[1,651]
(976)
(28)
(646)

Non-controlling interests

150,869

67[15]

Total net assets
Total liabilities and net
assets48,803150,869

80

Net sales
Net sales of completed
construction contracts
Net sales in development
business and other
Cost of sales
Cost of sales of completed
construction contracts
Cost of sales indevelopment business andother
Gross profit
Gross profit on completed
construction contracts
Gross profit on
development business andotherSelling, general andadministrative expenses
Operating profit
Non-operating income
Interest income anddividend income
Foreign exchange gains
Other
Non-operating expenses
Interest expenses
Share of loss of entities
accounted for using equity
methodCommission for syndicated
loans
Other
Ordinary profit
Extraordinary income
Gain on sale of non-current
assets
Other
Extraordinary losses
Loss on sale of non-current
assetsLoss on valuation of
investment securities
Other
Profit before income
taxes
Income taxes, municipal
taxes, and business taxes
Income taxes adjustments
ProfitCurrent net income (loss)
attributable to noncontrolling
Current
netinterests
incomeattributable toshareholders of parent
company

121,218
10,830132,049

108,003
9,006

117,010

13,214
1,824

15,039
9,786
5,252

41
122
41

204

288
120
156
116

681
4,775

215
10

226

226

37

37
4,964

20
16
0

4,964
1,128
430

1,559
3,404
0
3,403

1,559
3,404
0

Financial Statements
Non-consolidated Balance Sheets(Amounts of less than one
million yen are rounded down.)(As of March 31,2024)(Amounts of less than one million yen are
Liabilities

AssetsCurrent assets
Cash and deposits
Electronically recordedmonetary claims
Accounts receivablefrom completed
construction contracts
Securities[104,987]
19,666258
73,407
6

Costs on construction
contracts in progress

1,347

Other

10,300Non-current assets
Property, plant andequipment
Buildings andstructures
Machinery andvehiclesTools, furniture andfixturesLand
Leased assets[28,174](14,432)
7,720
513
138
6,039
20

rounded down)

Current liabilities[76,113]

Notes payable
Electronicallyrecordedobligations
Accounts payable forconstruction contracts
Short-term borrowings
Income taxes payable
Advances received on
construction contracts inprogress
Deposits received
Provision for warranties
for completed construction
Provision for loss on
construction contracts
Other

243
6,418
18,722
15,203563
7,949
25,061
209
191
1,551

Non-current liabilities
Long-term borrowings[11,510]
10,352
755

Deferred tax liabilities
Provision for share awards
for directors (and otherofficers)
Other

67
334

Total liabilities
Intangible assets(960)

Investments and otherassets(12,781)

Investment securities

4,440

Shares of subsidiaries
and associates
Long-term loans
receivable
Bankruptcy
reorganization claims
Long-term prepaid
expenses

4,423
166
0
129

Other

3,822

Allowance for doubtful
accounts△200

Total assets

133,161

87,623

Non-consolidated Statements of Income(From April 1, 2023 to March 31,2024)(Amounts of less than one million yen are rounded down.)

Net sales
Net sales of completed
construction contracts
Net sales in development
business and other
Cost of sales
Cost of sales of completed
construction contracts
Cost of sales indevelopment business andother
Gross profit
Gross profit on completed
construction contracts
Gross profit on
development business andotherSelling, general andadministrative expenses
Operating profit
Non-operating income
Interest income anddividend income
Foreign exchange gains
Other
Non-operating expenses
Interest expenses
Commission for syndicatedloans
Damages
Other

Net assets
Shareholders, equity
Share capital
Capital surplus
Legal capital surplus
Other capital surplus
Retained earnings
Other retained earnings
Retained earnings
brought forward
Treasury shares[44,580](5,519)(6,235)
2,980
3,254(33,392)
33,39233,392(△567)

Valuation and translation
adjustments
Valuation difference on
available-for-salesecurities
Total
net assets
Total liabilities and net
assets[957](957)
45,538133,16181

Ordinary profit
Extraordinary income
Gain on sale of non-current
assets
Other
Extraordinary losses
Loss on sale of non-current
assetsLoss on retirement of noncurrent assets
Other
Profit before income
taxes

114,557
1,223

115,780

103,777

103,777

12,003

12,003

7,765

7,765

4,237

4,237

194

194

102,710
1,066

11,846
156

48
122
23
182
156
64
38

442

442

3,989

3,989

214

214

203
10
20
16
0

Income taxes, municipal
taxes, and business taxes

747

Income taxes adjustments

436

Profit115,780

36

36

4,167

4,167

1,184

1,184

2,982

2,982

Auditor’s Report
Accounting Auditor’s Audit Report on Consolidated Financial Statements
responsible for overseeing the directors' execution of duties relating to the design andoperating effectiveness of the controls over the Group's financial reporting process.

INDEPENDENT AUDITOR’S REPORTMay 14, 2024

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

To the Board of Directors of

Our objectives are to obtain reasonable assurance about whether the consolidated
financial statements as a whole are free from material misstatement, whether due tofraud or error, and to issue an auditor’s report that includes our opinion. Misstatements
can arise from fraud or error and are considered material if, individually or in theaggregate, they could reasonably be expected to influence the economic decisions ofusers taken on the basis of these consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in Japan,
we exercise professional judgment and maintain professional skepticism throughout
the audit. We also:• identify and assess the risks of material misstatement of the consolidated financial
statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks. The procedures selected depend on the auditor's judgment.
In addition, we obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion;• obtain, when performing risk assessment procedures, an understanding of internal
control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on theeffectiveness of the Group’s internal control;• evaluate the appropriateness of accounting policies used by management and themethod of application thereof as well as the reasonableness of accounting estimatesand related disclosures made by management;• conclude on the appropriateness of management's use of the going concern basis ofaccounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Group’s
ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor's report to the related
disclosures in the consolidated financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor's report. However, future events or conditions
may cause the Group to cease to continue as a going concern;• evaluate whether the overall presentation and disclosures of the consolidated
financial statements are in accordance with the generally accepted accounting
principles in Japan, as well as the overall presentation, structure and content of theconsolidated financial statements, including the disclosures, and whether the
consolidated financial statements represent the underlying transactions and events ina manner that achieves fair presentation; and• obtain sufficient appropriate audit evidence regarding the financial information of
the entities or business activities within the Group to express an opinion on the
consolidated financial statements. We are responsible for the direction, supervisionand performance of the group audit. We remain solely responsible for our audit
opinion.
We communicate with Audit & Supervisory Board members and the Audit &Supervisory Board regarding, among other matters, the planned scope and timing of
the audit, significant audit findings, including any significant deficiencies in internal
control that we identify during our audit, and other matters required by the auditing
standards.
We also provide Audit & Supervisory Board members and the Audit & Supervisory
Board with a statement that we have complied with relevant ethical requirements
regarding independence, and communicate with them all relationships and othermatters that may reasonably be thought to bear on our independence, and whereapplicable, related safeguards.

TOBISHIMA CORPORATION
Deloitte Touche Tohmatsu LLC, Tokyo office
Designated Engagement Partner,
Certified Public Accountant: Katsumi Takizawa
Designated Engagement Partner,
Certified Public Accountant: Takusei Kashiwamura
OpinionPursuant to Article 444, Paragraph 4 of the Companies Act, we have audited theconsolidated financial statements of TOBISHIMA CORPORATION and its
consolidated subsidiaries (the “Group”), namely, the consolidated balance sheet as ofMarch 31, 2024, the consolidated statement of income and consolidated statement ofchanges in equity for the fiscal year from April 1, 2023 to March 31, 2024, and therelated notes.
In our opinion, the accompanying consolidated financial statements present fairly, inall material respects, the consolidated financial position of the Group as of March 31,
2024, and its consolidated financial performance for the year then ended in accordancewith the generally accepted accounting principles in Japan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted inJapan. Our responsibilities under those standards are further described in the Auditor's
Responsibilities for the Audit of the Consolidated Financial Statements section of ourreport. We are independent of the Group in accordance with the provisions of the Codeof Professional Ethics in Japan, and we have fulfilled our other ethical responsibilities
as auditors. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion.
Other Information
The other information comprises the information included in the Business Report andthe accompanying supplemental schedules. Management is responsible for the
preparation and disclosure of other information. Audit & Supervisory Board members
and the Audit & Supervisory Board are responsible for overseeing the directors’
execution of duties relating to the design and operating effectiveness of the controls
over the other information.
Our opinion on the consolidated financial statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility
is to read the other information and, in doing so, consider whether the otherinformation is materially inconsistent with the consolidated financial statements or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of Management and Audit & Supervisory Board Members andthe Audit & Supervisory Board for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated
financial statements in accordance with the generally accepted accounting principles inJapan, and for such internal control as management determines is necessary to enable
the preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible forassessing the Group’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern in accordance with the generally accepted accounting
principles in Japan.
Audit & Supervisory Board members and the Audit & Supervisory Board areInterest Required to Be Disclosed by the Certified Public Accountants Act ofJapan
Our firm and its designated engagement partners do not have any interest in the Group
which is required to be disclosed pursuant to the provisions of the Certified Public
Accountants Act of Japan.

82

Accounting Auditor’s Audit Reportprinciples in Japan.
Audit & Supervisory Board members and the Audit & Supervisory Board are responsible
for overseeing the Directors' execution of duties relating to the design and operating
effectiveness of the controls over the Company's financial reporting process.

INDEPENDENT AUDITOR’S REPORTMay 14, 2024
To the Board of Directors of
TOBISHIMA CORPORATION

Auditor's Responsibilities for the Audit of the Non-consolidated Financial
Statements

Deloitte Touche Tohmatsu LLC, Tokyo office

Our objectives are to obtain reasonable assurance about whether the non-consolidated
financial statements as a whole are free from material misstatement, whether due tofraud or error, and to issue an auditor's report that includes our opinion. Misstatements
can arise from fraud or error and are considered material if, individually or in theaggregate, they could reasonably be expected to influence the economic decisions ofusers taken on the basis of these non-consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in Japan,
we exercise professional judgment and maintain professional skepticism throughout
the audit. We also:• identify and assess the risks of material misstatement of the non-consolidated
financial statements, whether due to fraud or error, design and perform audit
procedures responsive to those risks. The procedures selected depend on theauditor’s judgment. In addition, we obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion;• obtain, when performing risk assessment procedures, an understanding of internal
control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on theeffectiveness of the Company's internal control;• evaluate the appropriateness of accounting policies used by management and themethod of application thereof as well as and the reasonableness of accounting
estimates and related disclosures made by management;• conclude on the appropriateness of management’s use of the going concern basis ofaccounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the
Company’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor's report to therelated disclosures in the non-consolidated financial statements or, if suchdisclosures are inadequate, to modify our opinion. Our conclusions are based on theaudit evidence obtained up to the date of our auditor's report. However, future events
or conditions may cause the Company to cease to continue as a going concern; and• evaluate whether the overall presentation and disclosures of the non-consolidated
financial statements are in accordance with accounting principles generally acceptedin Japan, as well as the overall presentation, structure and content of the nonconsolidated financial statements, including the disclosures, and whether the nonconsolidated financial statements represent the underlying transactions and events ina manner that achieves fair presentation.
We communicate with Audit & Supervisory Board members and the Audit &Supervisory Board regarding, among other matters, the planned scope and timing of
the audit, significant audit findings, including any significant deficiencies in internal
control that we identify during our audit, and other matters required by the auditing
standards.
We also provide Audit & Supervisory Board members and the Audit & Supervisory
Board with a statement that we have complied with relevant ethical requirements
regarding independence, and communicate with them all relationships and othermatters that may reasonably be thought to bear on our independence, and whereapplicable, related safeguards.

Designated Engagement Partner,
Certified Public Accountant: Katsumi Takizawa
Designated Engagement Partner,
Certified Public Accountant: Takusei Kashiwamura
OpinionPursuant to Article 436, Paragraph 2, Item 1 of the Companies Act, we have audited thenon-consolidated financial statements of TOBISHIMA CORPORATION (the“Company”), namely, the non-consolidated balance sheet as of March 31, 2024, and thenon-consolidated statement of income and non-consolidated statement of changes inequity for the 81st fiscal year from April 1, 2023 to March 31, 2024, and the related notes
and the accompanying supplemental schedules.
In our opinion, the accompanying non-consolidated financial statements present fairly, inall material respects, the financial position of the Company as of March 31, 2023, and its
financial performance for the year then ended in accordance with accounting principles
generally accepted in Japan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted inJapan. Our responsibilities under those standards are further described in the Auditor’s
Responsibilities for the Audit of the Non-consolidated Financial Statements section of
our report. We are independent of the Company in accordance with the provisions of theCode of Professional Ethics in Japan, and we have fulfilled our other ethicalresponsibilities as auditors. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our opinion.
Other Information
The other information comprises the information included in the Business Report and theaccompanying supplemental schedules. Management is responsible for the preparationand disclosure of other information. Audit & Supervisory Board members and the Audit& Supervisory Board are responsible for overseeing the Directors' execution of duties
relating to the design and operating effectiveness of the controls over the otherinformation.
Our opinion on the non-consolidated financial statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon.
In connection with our audit of the non-consolidated financial statements, our
responsibility is to read the other information and, in doing so, consider whether the otherinformation is materially inconsistent with the nonconsolidated financial statements or
our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We havenothing to report in this regard.
Responsibilities of Management and Audit & Supervisory Board Members and the
Audit & Supervisory Board for the Non-consolidated Financial Statements

Interest Required to Be Disclosed by the Certified Public Accountants Act ofJapan

Management is responsible for the preparation and fair presentation of the nonconsolidated financial statements in accordance with the generally accepted accounting
principles in Japan, and for such internal control as management determines is necessary
to enable the preparation of non-consolidated financial statements that are free frommaterial misstatement, whether due to fraud or error.
In preparing the non-consolidated financial statements, management is responsible forassessing the Company’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern in accordance with the generally accepted accounting

Our firm and its designated engagement partners do not have any interest in the
Company which is required to be disclosed pursuant to the provisions of the Certified
Public Accountants Act of Japan.

83

Audit & Supervisory Board’s Audit Report
AUDIT REPORT

2. Results of Audit:

With respect to the directors’ performance of their duties during the 81st fiscal year from
April 1, 2023 to March 31, 2024, the Audit & Supervisory Board has prepared this audit
report after deliberations based on the audit reports prepared by each Audit & Supervisory
Board member, and hereby report as follows:

Results of Audit of Business Report, etc.

(1)

(i)

1 Method and Contents of Audit by Audit & Supervisory Board members and the Audit& Supervisory Board

We acknowledge that the Business Report and the accompanying
supplemental schedules thereto fairly present the status of TOBISHIMACORPORATION in conformity with the applicable laws and regulations andthe articles of incorporation of TOBISHIMA CORPORATION.

(ii) We acknowledge that no misconduct or material fact constituting a violationof any law or regulation or the articles of incorporation of TOBISHIMACORPORATION was found with respect to the directors' performance of theirduties.

The Audit & Supervisory Board has established the audit policies, assignment of duties,
etc. and received a report from each Audit & Supervisory Board member regarding thestatus of implementation of their audits and results thereof. In addition, the Audit &Supervisory Board has received reports from the directors, etc., and the Accounting
Auditor regarding the status of performance of their duties, and requested explanations
as necessary.

(iii) We acknowledge that the Board of Directors’ resolutions with respect to theinternal control systems are appropriate. We did not find any matter to bementioned with respect to the directors' performance of their duties, describedin the Business Report concerning the internal control systems, including theinternal control for financial reporting.

In conformity with the Audit & Supervisory Board members and auditing standards
established by the Audit & Supervisory Board, and in accordance with the audit policies
and assignment of duties, etc., each Audit & Supervisory Board member endeavored tofacilitate a mutual understanding with the directors, the internal audit department andother employees, etc., endeavored to collect information and maintain and improve theaudit environment, and attended the meetings of the Board of Directors and otherimportant meetings, received reports on the status of performance of duties from thedirectors and other employees, requested explanations as necessary, examined
important approval/decision documents, and inspected the status of the corporate affairs
and assets at the head office and other principal business locations. Each Audit &Supervisory Board member received reports periodically from the directors and other
employees, etc., requested explanations as necessary and expressed opinions on thestatus of the system to ensure that the directors’ performance of their duties, describedin the Business Report, complied with all laws, regulations and the articles ofincorporation of TOBISHIMA CORPORATION, the resolutions of the Board of
Directors meetings complied with Article 100, paragraphs 1 and 3 of the Ordinance for
Enforcement of the Companies Act of Japan as being necessary for ensuring theappropriateness of the corporate affairs of the group comprising a joint-stock company
and its subsidiaries, the internal control systems maintained by the resolutions, and thestructure and operation of the systems.

Results of Audit of Accounting Documents and their Accompanying Supplemental
Schedules
We acknowledge that the methods and results of audit performed by the
Accounting Auditor, Deloitte Touche Tohmatsu LLC, are appropriate.
Results of Audit of Consolidated Accounting Documents
We acknowledge that the methods and results of audit performed by the
Accounting Auditor, Deloitte Touche Tohmatsu LLC, are appropriate.

(2)

(3)

May 15, 2024
The Audit & Supervisory Board of
TOBISHIMA CORPORATION
Hiroshi Ito(seal)
Standing Audit & Supervisory Board Member
Kiyoshi Usui(seal)
Standing Audit & Supervisory Board Member
Toshiya Natori(seal)
Audit & Supervisory Board Member
Aki Nakanishi(seal)
Audit & Supervisory Board Member

As for the internal control system for financial reporting, each Audit & Supervisory
Board member received reports on the evaluation of such internal control and the statusof audit from the directors, etc. and Deloitte Touche Tohmatsu LLC and requested
explanations as necessary.

(Note)

With respect to the subsidiaries, each Audit & Supervisory Board member endeavoredto facilitate a mutual understanding and exchanged information with the directors andAudit & Supervisory Board members, etc., of each subsidiary and received fromsubsidiaries reports on their respective business, as necessary. Based on the methods
described above, the Audit & Supervisory Board members reviewed the Business
Report and the accompanying supplemental schedules for the fiscal year under review.
Each Audit & Supervisory Board member monitored and verified whether the
Accounting Auditor maintained its independence and properly conducted its audit,
received a report from the Accounting Auditor on the status of its performance of duties,
and requested explanations as necessary. Each Audit & Supervisory Board member was
notified by the Accounting Auditor that it had established a “system to ensure that theperformance of the duties of the Accounting Auditor was properly conducted” (thematters listed in the items of Article 131 of the Ordinance on Company Accounting) inaccordance with the “Quality Control Standards for Audits” (Business Accounting
Council on October 28, 2005), and requested explanations as necessary. Based on themethods described above, each Audit & Supervisory Board member examined thefinancial statements (non-consolidated balance sheet, non-consolidated statement ofincome and changes in equity, and schedule of individual notes) and the accompanying
supplemental schedules thereto, as well as the consolidated accounting documents(consolidated balance sheets, consolidated statements of income and changes in equity,and schedule of consolidated notes), for the fiscal year under review.

84

Audit & Supervisory Board Members Toshiya Natori and Aki Nakanishi areoutside Audit & Supervisory Board members as provided for in Article 2, Item 16
and Article 335, Paragraph 3 of the Companies Act.

Corporate Outline

Memos for shareholders

Corporate Outline
Year of establishment
D at e of i ncorporat i on
Paid-in capital

Fiscal year

1883
March 1947
¥5,519,942,968

Annual general
meeting ofshareholders
Record date

Addresses of the Head Office and Branches, etc.
Head office

W Bldg., 1-8-15, Konan, Minato-ku, Tokyo
108-0075
Tel. 03-6455-8300

Research
Institute ofTechnology

5472, Kimagase, Noda-shi, Chiba
270-0222
Tel. 04-7198-1101

Tohoku Branch

1-1-53, Kashiwagi, Aoba-ku, Sendai-shi, Miyagi
981-8540
Tel. 022-275-9951

Nagoya Branch

Nagoya Itochu Building, 1-5-11, Nishiki, Nakaku, Nagoya-shi, Aichi
460-0003
Tel. 052-218-5760

Osaka Branch

Kyushu Branch

From April 1 each year to March 31 of
the following year
June each year
Voting rights at an annual general
meeting of shareholders
March 31 each year
100

Share unit
number
Stock exchangeTokyo Stock Exchange (securities code:
1805）

Shareholder
registeradministrator/
Special accountadministrator

Mizuho Trust & Banking Co., Ltd.
1-3-3, Marunouchi, Chiyoda-ku, Tokyo

Shareholders
who haveaccounts atsecurities stockcompanies

Sompo Japan Doshomachi Building, 3-4-10,
Doshomachi, Chuo-ku, Osaka-shi, Osaka
541-0045
Tel. 06-6227-6200

Stock Transfer Agency
Department, Mizuho Trust &Banking Co., Ltd.

Mailing
address

Minamitenjin Building, 5-14-12, Watanabedori,Chuo-ku, Fukuoka-shi, Fukuoka
Tel. 092-771-3563

Shareholders who havespecial accounts

2-8-4, Izumi, Suginami-ku,
Tokyo, 168-8507

Telephone

Please contact yoursecurities company. Toll-free: 0120-288-324(9:00-17:00, except Saturdays,
Sundays and holidays)

Handling
agent

Mizuho Trust & Banking Co.,Ltd.
Head office and branches inJapanBuyback or additional purchase fee for shares less than one unit: No fee
Method of public noticeElectronic public notice(https://www.tobishima.co.jp/).
In the case where public notice cannot bemade via electronic media due to unavoidable
reasons, it will be published in the Nihon
Keizai Shimbun.

NoticeThe results of resolution will be published on the Company’s website
and disclosed in an extraordinary report after the conclusion of thisAnnual General Meeting of Shareholders.
Please acknowledge that the notice of resolution will not be sent toshareholders.

85Map of the Venue
Kanagawa Science Park (KSP), West Wing 3rd Floor, KSP Hall
3-2-1, Sakado, Takatsu-ku, Kawasaki-shi, Kanagawa
Tel.
044-819-2211 (representative)
Thursday, June 27, 2024
10:00 a.m. (Reception starts at 9:00 a.m.)

Venue

Date

Transportation
Kawasaki Municipal Chuo
Special Needs School● Tokyu Den-en-toshi Line● Tokyu Oimachi Line

Mitsutoyo
Ito
YokadoMizonokuchi Station

Nijinosora
Mizonokuchi
Nursery School(About a 15 minute walk)
R&D

KSP West Wing

bus stop No.9
Mizonokuchi Sta.

To Tachikawa/Noborito

Don Quijote

Marui
P e de s t r i a ndeck

Bus stop

TEPCO

THE TOWER
＆
PARKS

Nocty
Plaza1

Takatsu chugakko
iriguchi (bus stop)

JR Nambu LineTo Kawasaki/Musashi-kosugi

Senzoku Gakuen
To Nagatsuta

Building● JR Nambu LineMusashi-mizonokuchi Station(About a 15 minute walk)
Please take the shuttle bus from
Mizonokuchi Station or MusashiMizonokuchi Station.
Please get on a bus at the bus stop
No.9 in the north exit bus terminal(aboveground). (It takes about 5
minutes.)

A special space is provided at the venue for shareholders in wheelchairs. Venue staff will direct you when you
arrive at the venue.

A universal design front is used toensure visibility and readability.