This document has been translated from a part of the Japanese original for reference purposes only. In the eventof any discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

(Securities code: 1929)
June 7, 2022
To Shareholders with Voting Rights
Yasuo Wada
President & Representative Director
NITTOC CONSTRUCTION CO., LTD.
3-10-6, Higashi-Nihonbashi, Chuo-ku,
Tokyo, Japan

Notice of the 75th Annual Shareholders’ Meeting
We hereby notify you that the 75th Annual Shareholders’ Meeting (the “Meeting”) of NITTOCCONSTRUCTION CO., LTD. (the “Company”) will be held for the purposes as described below.
From the perspective of preventing the spread of the novel coronavirus (COVID-19) infection, we
would like to request that you exercise your voting rights in writing or via the Internet, etc. in advance asmuch as possible and refrain from attending the Meeting in person.
Please review the attached Reference Documents for the Shareholders’ Meeting, and exercise yourvoting rights in advance in writing or via the Internet by 5:30 p.m. Japan time on Thursday, June 23, 2022.
1. Date and time:
2. Venue:

Friday, June 24, 2022 at 10 a.m. Japan time
6F, Daiwa Higashi-Nihonbashi Bldg.,
3-10-6, Higashi-Nihonbashi, Chuo-ku, Tokyo, Japan
3. Purpose of the Meeting:
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 75th fiscal year
(April 1, 2021 to March 31, 2022), and results of audits of the Consolidated
Financial Statements by the Accounting Auditor and the Board of Corporate
Auditors
2.
Non-consolidated Financial Statements for the 75th fiscal year (April 1, 2021
to March 31, 2022)
Matters to be resolved:
Proposal 1:
Dividend of Surplus
Proposal 2:
Partial Amendments to the Articles of Incorporation
Proposal 3:
Election of 9 Directors
Proposal 4:
Election of 1 Substitute Corporate Auditor
Proposal 5:
Election of Accounting Auditor
4. Other matters concerning the Meeting
Shareholders seeking to exercise voting rights via a proxy will be requested to designate anothershareholder with voting rights as a proxy.
If you intend to exercise some of your voting rights for a proposal and the others against it, please submit awritten notice to the Company indicating your intention to split your voting rights and the reasons why you
intend to do so at least three days prior to the Meeting.

ˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆ

If you are attending the Meeting in person, please submit the enclosed Voting Rights Exercise Form at thereception.

1

Of the documents to be provided with this Notice, the Notes to the Consolidated Financial Statements, which arepart of the Consolidated Financial Statements, and Notes to the Non-consolidated Financial Statements, which
are part of the Non-consolidated Financial Statements, are posted on the Company’s website(https://www.nittoc.co.jp/english/) pursuant to laws, regulations and Article 19 of the Company’s Articles ofIncorporation, and therefore are not contained in the attachment to this Notice. The Notes to the Consolidated
Financial Statements and Notes to the Non-consolidated Financial Statements constitute part of the Consolidated
Financial Statements and Non-consolidated Financial Statements audited by Corporate Auditors and the
Accounting Auditor in preparing their respective audit reports.
Any revisions to the Reference Documents for the Shareholders’ Meeting, the Business Report, Consolidated
Financial Statements and Non-consolidated Financial Statements will be immediately posted on the Company’s
website (https://www.nittoc.co.jp).

2Reference Documents for the Shareholders’ Meeting

Proposals and References
Proposal 1:

Dividend of Surplus

As a basic policy, the Company strives to ensure stable return of profits to shareholders, while working tostrengthen its management foundation by reinforcing its corporate standing and enhancing internal
reserves, and makes decisions on the allocation of profits by taking into account factors such as theperformance for the fiscal year under review and the business environment.
Upon consideration based on this policy, the Company proposes to pay a year-end dividend for the fiscal
year under review as follows:
Year-end dividend
1) Type of dividend property
Cash2) Allotment of dividend property and its total amount
32 yen per common share of the Company for a total of 1,334,625,472 yen
3) Effective date of dividend of surplus
June 27, 2022

3

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for the proposal
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the “ActPartially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022.
Accordingly, in order to prepare for the introduction of the system for electronic provision of materials forshareholders’ meetings, the Articles of Incorporation of the Company shall be amended as follows.
(1) The proposed Article 19, Paragraph 1 provides that information contained in the reference documents
for the shareholders’ meeting, etc. shall be provided electronically.
(2) The purpose of the proposed Article 19, Paragraph 2 is to establish a provision to limit the scope ofmatters to be included in the paper copy to be sent to shareholders who have requested it.
(3) The provisions related to the Internet disclosure and deemed provision of the reference documents forthe shareholders’ meeting, etc. (Article 19 of the current Articles of Incorporation) will become
unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions related tothe effective date, etc. shall be established.
These supplementary provisions shall be deleted after the due date.
2. Details of amendments
The details of the amendments are as follows.
(Amended parts are underlined.)
Proposed Amendments
Chapter 3 Shareholders’ Meeting

Current Articles of Incorporation
Chapter 3 Shareholders’Meeting(Internet Disclosure and Deemed Provision ofReference Documents for the Shareholders’Meeting, etc.)
Article 19 The Company may, when convening a
Shareholders’ Meeting, deem that it
has provided information toshareholders pertaining to matters to be
described or indicated in the Reference
Documents for the Shareholders’Meeting, Business Report, Nonconsolidated Financial Statements, andConsolidated Financial Statements, bydisclosing such information throughthe Internet in accordance with theprovisions provided in the Ordinanceof the Ministry of Justice.

(Deleted)(Measures for Electronic Provision, etc.)
Article 19 (1) The Company shall, when conveninga Shareholders’ Meeting, provide
information contained in the
Reference Documents for the
Shareholders’ Meeting, etc.
electronically.
(2) Among the matters to be provided
electronically, the Company may
choose not to include all or part ofthe matters stipulated in the(Newly established)4Current Articles of Incorporation

Proposed Amendments
Ordinance of the Ministry of Justicein the paper copy to be sent toshareholders who have requested itby the record date for voting rights.
(Supplementary provisions)
1. The deletion of Article 19 (Internet Disclosure
and Deemed Provision of Reference Documents
for the Shareholders’ Meeting, etc.) of the
Articles of Incorporation before the amendment
and the establishment of the Article 19(Measures for Electronic Provision, etc.) of the
Articles of Incorporation after the amendment
shall come into effect on September 1, 2022, thedate of enforcement of the amended provisions
stipulated in the proviso of Article 1 of the
supplementary provisions of the Act Partially
Amending the Companies Act (Act No. 70 of2019) (the “Effective Date”).
2. Notwithstanding the provisions of the preceding
paragraph, Article 19 (Internet Disclosure andDeemed Provision of Reference Documents for
the Shareholders’ Meeting, etc.) of the Articles
of Incorporation before the amendment shallremain in force with respect to a Shareholders’Meeting to be held on a date within six months
from the Effective Date.
3. These supplementary provisions shall be deleted
after the lapse of six months from the Effective
Date or the lapse of three months from the dateof the Shareholders’ Meeting set forth in thepreceding paragraph, whichever is later.

(Newly established)

5

Proposal 3:

Election of 9 Directors

As the terms of office of all the 10 incumbent Directors will expire at the close of this Meeting, theCompany proposes the election of 9 Directors.
The candidates for Director are as described below.
The Company selects candidates for Director in consideration of factors such as their personality, insightand achievements, following deliberation by the Nomination and Compensation Committee, a voluntarybody whose members include the Company’s independent Outside Directors and independent Outside
Corporate Auditors.

No.

Name
(Date of birth)

Career summary, significant concurrent positions andpositions and responsibilities at the Company

April 1981
April 2005

1

Number ofshares of theCompany held

Joined the Company
General Manager, Construction Department,
Tokyo Branch
April 2006
Associate General Manager, Business Planning
Department, Corporate Planning Office
April 2007
General Manager, Business Planning
Department, Corporate Planning Office
October 2007
Operating Officer, General Manager, Corporate
Planning Office
April 2009
Operating Officer, Deputy General Manager,
Tokyo Branch
15,953
April 2013
Operating Officer, General Manager, Nagoya
BranchApril 2018
Operating Officer, Deputy General Manager,
Business Operation Division
Yasuo Wada
April 2019
Operating Officer, General Manager, Business(January 27, 1959)
Operation Division
June 2019
Director, Managing Executive Officer, General
Manager, Business Operation Division
April 2021
President & Representative Director
April 2022
President & Representative Director, General
Manager, Safety, Environment & Quality
Control Division (to present)[Reasons for candidacy as Director]
After having served as President & Representative Director of the Company
from April 2021, Yasuo Wada has been serving as President & Representative
Director and General Manager of Safety, Environment & Quality Control
Division since April 2022. He has a wealth of experience and insightconcerning the Group’s overall management, and we are committed to further
strengthening Group-wide efforts to ensure safety. Therefore, the Company hasrenominated him as a candidate for Director.

6

No.

Name
(Date of birth)

Career summary, significant concurrent positions andpositions and responsibilities at the Company

Number ofshares of theCompany held

Joined the Company
General Manager, Slope Department,
Engineering Division
August 2004
Associate General Manager, Sapporo Branchand General Manager, Technology Department
April 2006
General Manager, Technology Department,
Business Department, Sapporo Branch
April 2008
Deputy General Manager, Engineering
Division
July 2008
Operating Officer, Deputy General Manager,
Engineering Division
June 2009
Director, Midori Industries Co., Ltd.
June 2012Managing Executive Officer, Deputy General
Manager, Engineering Division, the Company
April 2014
Managing Executive Officer, General
11,222
Manager, Engineering Division
June 2014
Director, Managing Executive Officer, General
Manager, Engineering Division
June 2019
Director, Senior Managing Officer, General
Manager, Engineering Division
Director, Senior Managing Officer, General
Hiroshi Yamada April 2020
2
Manager, Engineering & Development(September 25, 1957)
Division
June 2021
Director, Senior Managing Officer, General
Manager, Engineering & Development
Division and responsible for overseas
operations
April 2022
Director, Operating Officer and Vice President,
General Manager, Engineering & Development
Division and responsible for overseas
operations (to president)[Reasons for candidacy as Director]
Hiroshi Yamada has been serving as Director, Operating Officer and Vice
President, General Manager of Engineering & Development Division and has
been responsible for overseas operations since April 2022 and promoting
technology development and improvements attuned to the needs of the era. The
Company considers that, by making use of his wealth of experience andexpertise, he will be able to contribute to further enhancement of theCompany’s corporate value through development of technologies that will savelabor and automate construction by utilizing ICT, AI, etc. He also has a wealthof experience and expertise overseas. Therefore, the Company has renominatedhim as a candidate for Director.
April 1981
April 2004

7

No.

Name
(Date of birth)

Career summary, significant concurrent positions andpositions and responsibilities at the Company

Joined the Company
General Manager, Accounting Department,
Administration Division
June 2007
Director, Midori Industries Co., Ltd.
July 2008
Operating Officer, General Manager, Accounting
Department, Administration Division, theCompany
April 2012
Operating Officer, Deputy General Manager,
Administration Division and General Manager,
Accounting Department
April 2013
Operating Officer, General Manager, Corporate
Planning Office and General Manager, Business
Planning Department
April 2014
Operating Officer, Deputy General Manager,
Corporate Strategy Division and General
Manager, Corporate Planning Department andGeneral Manager, Related Business Department
June 2014
Managing Executive Officer, Deputy General
Manager, Corporate Strategy Division andGeneral Manager, Corporate Planning
Department and General Manager, Related
Business Department
August 2014
Director, Midori Industries Co., Ltd. (to present)
July 2018
Commissaris, PT NITTOC CONSTRUCTION
Toshikazu Kawaguchi
INDONESIA
3(February 26, 1961) April 2019
Managing Executive Officer, General Manager,
Corporate Strategy Division and General
Manager, Corporate Planning Department andGeneral Manager, Related Business Department,
the Company
June 2019
Director, Managing Executive Officer, General
Manager, Corporate Strategy Division andGeneral Manager, Corporate Planning
Department and General Manager, Related
Business Department
April 2022
Director, Managing Executive Officer, General
Manager, Corporate Strategy Division (topresent)(Significant concurrent positions)
Director, Midori Industries Co., Ltd.

Number ofshares of theCompany held

April 1983
April 2006

7,462

[Reasons for candidacy as Director]
Toshikazu Kawaguchi has been serving as Director, Managing Executive Officer
and General Manager of Corporate Strategy Division since June 2019. He has awealth of experience and insight concerning the Group’s overall management. The
Company considers that he will be able to contribute to further enhancement of theCompany’s corporate value through formulation and implementation ofmanagement strategies etc. Therefore, the Company has renominated him as a
candidate for Director.
8

No.

Name
(Date of birth)

Career summary, significant concurrent positions andpositions and responsibilities at the Company

April 1987
April 2006

4

Naoto Kami
(May 13, 1963)

Number ofshares of theCompany held

Joined the Company
Deputy General Manager, Chiba Sales Office,Business Department, Tokyo Branch
April 2007
General Manager, Yokohama Sales Office,Business Department, Tokyo Branch
April 2011
General Manager, Business Department, Tokyo
BranchApril 2014
Deputy General Manager, Tokyo Branch
April 2017
General Manager, Kyushu Branch
April 2018
Operating Officer, General Manager, Kyushu
39,125
BranchApril 2019
Operating Officer, General Manager, Tokyo
BranchJune 2019
Managing Executive Officer, General
Manager, Tokyo Branch
April 2021
Managing Executive Officer, General
Manager, Business Operation Division
June 2021
Director, Managing Executive Officer, General
Manager, Business Operation Division (topresent)[Reasons for candidacy as Director]
Naoto Kami has been serving as Director, Managing Executive Officer andGeneral Manager of Business Operation Division since June 2021. He has awealth of experience and insight concerning the Group’s overall management.
Therefore, the Company has renominated him as a candidate for Director.

9

No.

Name
(Date of birth)

Career summary, significant concurrent positions andpositions and responsibilities at the Company

April 1983
April 2005

5

Katsuhiro Yorozu(July 30, 1960)

Joined The Hokkaido Takushoku Bank, Ltd.
General Manager, Hachioji Branch, The Chuo
Mitsui Trust and Banking Company, Limited(currently Sumitomo Mitsui Trust Bank,
Limited)December 2006 General Manager, Kitakyushu Branch
June 2008
General Manager, Machida Branch
July 2012
Joined the Company
Operating Officer, General Manager, Internal
Control Promotion Office
April 2013
Operating Officer, General Manager, General
Affairs Department, Administration Division
April 2015
Operating Officer, Deputy General Manager,
Administration Division
June 2019
Director, Shimane Earth Engineering Co., Ltd.
(to present)
Director, Yamaguchi Earth Engineering Co.,
Ltd. (to present)
June 2019
Managing Executive Officer, Deputy General
Manager, Administration Division
April 2021
Managing Executive Officer, General
Manager, Administration Division
June 2021
Director Managing Executive Officer, General
Manager, Administration Division (to present)(Significant concurrent positions)
Director, Shimane Earth Engineering Co., Ltd.
Director, Yamaguchi Earth Engineering Co., Ltd.

Number ofshares of theCompany held

16,638[Reasons for candidacy as Director]
After having held many prominent positions at a major financial institution,
Katsuhiro Yorozu has been serving as Director, Managing Executive Officer
and General Manager of Administration Division of the Company since June
2021 and has a wealth of experience and insight. Therefore, the Company hasrenominated him as a candidate for Director.

10

No.

Name
(Date of birth)

Career summary, significant concurrent positions andpositions and responsibilities at the Company

April 1997

6

Iwao Aso(July 17, 1974)

Joined The Long-Term Credit Bank of Japan,
Limited (currently Shinsei Bank, Limited)
June 2000
Auditor, ASO CEMENT Co., Ltd. (currently
ASO CORPORATION)
June 2001
Director
August 2001
Director, ASO CEMENT Co., Ltd.
December 2005 Outside Director, DWANGO Co., Ltd.
June 2006
Executive Managing Director, ASO
CORPORATION
October 2008
Executive Vice President
June 2010
President (to present)
June 2014
Outside Director, the Company
December 2015 Outside Director, IREP Co., Ltd.
January 2016
President, ASO CEMENT Co., Ltd. (topresent)
October 2016
Outside Director, D.A.Consortium Holdings
Inc.
June 2017
Outside Director, TSUZUKI DENKI CO.,LTD.
October 2018
Director, the Company (to present)
June 2021
Outside Director, Tohto Suisan Co., Ltd. (topresent)(Significant concurrent positions)
President, ASO CORPORATION
President, ASO CEMENT Co., Ltd.
Outside Director, Tohto Suisan Co., Ltd.

Number ofshares of theCompany held

0

[Reasons for candidacy as Director]
Iwao Aso has a wealth of experience as a corporate manager. The Company hasrenominated him as a candidate for Director as it considers that, by making useof his broad insight, he will be able to appropriately perform his duties as a
Director at the Company as well.

11

No.

Name
(Date of birth)

Career summary, significant concurrent positions andpositions and responsibilities at the Company

Number ofshares of theCompany held

April 1998

7

Joined the Prime Minister’s Office (Secretariat
General Affairs Division)
October 2001
Joined Anderson Mori (currently Anderson
Mori & Tomotsune)
October 2001
Registered as an attorney-at-law (Daini Tokyo
Bar Association)
August 2009
Joined Miyake & Partners
May 2011
Partner (to present)0June 2014
Outside Director, OHSHO FOOD SERVICE
CORP.
June 2016
Outside Director, the Company (to present)
June 2020
Outside Director, Kosaido Co.,Ltd. (currently
Kosaido Holdings Co.,Ltd.) (to present)
June 2021
Outside Director, Yoyogi Animation Academy
Inc.(to present)
Masayuki Watanabe(Significant
concurrent
positions)(May 2, 1970)
Partner, Miyake & Partners
Outside Director, Kosaido Co.,Ltd. (currently Kosaido Holdings Co.,Ltd.)
Outside Director, Yoyogi Animation Academy Inc.
[Reasons for candidacy as Outside Director and overview of expected role]
Masayuki Watanabe has expertise and experience in corporate legal affairs
gained through working as an attorney-at-law. The Company has renominatedhim as a candidate for Outside Director as it believes that, by making use of his
broad insight, he will be able to appropriately perform his duties as an Outside
Director at the Company as well.
If he is elected, he will be involved in nomination of candidates for officer of
the Company and determination of compensation etc. for officers from an
objective and neutral standpoint as a member of the Nomination andCompensation Committee, a voluntary committee.

12

No.

Name
(Date of birth)

Career summary, significant concurrent positions andpositions and responsibilities at the Company

Number ofshares of theCompany held

April 1974
October 1975

8

Katsuo Nakamura(April 16, 1950)

Joined Yoko Co., Ltd.
Joined Central Corporation Co., Ltd. (currently
Central Amenity Service Co., Ltd.)
October 1991
President and Representative Director
August 2004
President and Representative Director, Yoko
Co., Ltd.
May 2008
Chairman, Nihon University College of Law
Alumni Association
September 2008 Member of the Board of Trustees, Nihon
0
University
September 2011 Director, Nihon University
August 2014
Chairman and Representative Director, Central
Amenity Service Co., Ltd. (to present)
August 2014
Chairman and Representative Director, Yoko
Co., Ltd. (to present)
September 2014 Executive Director, Nihon University
June 2017
Outside Director, the Company (to present)(Significant concurrent positions)
Chairman and Representative Director, Central Amenity Service Co., Ltd.
Chairman and Representative Director, Yoko Co., Ltd.
[Reasons for candidacy as Outside Director and overview of expected role]
Katsuo Nakamura has abundant experience as a corporate manager and has
served in many prominent positions at Nihon University. The Company hasrenominated him as a candidate for Outside Director as it believes that, by
making use of his broad insight, he will be able to appropriately perform his
duties as an Outside Director at the Company as well.
If he is elected, he will be involved in nomination of candidates for officer of
the Company and determination of compensation etc. for officers from an
objective and neutral standpoint as a member of the Nomination andCompensation Committee, a voluntary committee.

13

No.

Name
(Date of birth)

Career summary, significant concurrent positions andpositions and responsibilities at the Company

Number ofshares of theCompany held

April 2007

9

*Naoko Okada(June 7, 1978)

General Manager of Management Division, EC
Navi Company (currently VOYAGE GROUP,
Inc.)
January 2009
General Manager, Public Relations Office
July 2009
Founder and CEO, Network Communications
Corp. (to present)
March 2014
Producer, Executive Business Division,
Every.LLC (to present)
March 2020
Director, Roland DG Corporation (to present)
July 2020
Deputy Representative Director, General
Incorporated Association Risk Communication
Institute of Japan (to present)
October 2021
Outside Director, Retrieva, Inc. (to present)(Significant concurrent positions)Founder and CEO, Network Communications Corp.
Producer, Executive Business Division, Every.LLC
Director, Roland DG Corporation
Vice Representative Director, General Incorporated Association Risk
Communication Institute of Japan
Outside Director, Retrieva, Inc.

0

[Reasons for candidacy as Outside Director and overview of expected role]
Naoko Okada has a wealth of experience as a corporate manager and an expert
in corporate public relations. The Company has nominated her as a candidate
for Outside Director as it believes that, by making use of her broad insight, shewill be able to appropriately perform her duties as an Outside Director at theCompany as well.
Notes:
1. There are no special interests between any of the candidates and the Company.
2. Candidates marked with an asterisk (*) are new candidates for Director.
3. Candidates Masayuki Watanabe, Katsuo Nakamura and Naoko Okada are candidates for Outside
Director.
4. Masayuki Watanabe and Katsuo Nakamura are Independent Directors as prescribed in the regulationsof the Tokyo Stock Exchange. If the election of Naoko Okada is approved at this Meeting, theCompany intends to designate her as an independent director and report her accordingly to the Tokyo
Stock Exchange.
5. Iwao Aso is the President of ASO CORPORATION, which is the wholly-owning parent company of
AN Holdings Corp., the Company’s parent company.
6. Number of years since the Outside Director candidates assumed office as Outside Director:
Masayuki Watanabe will have served for 6 years at the close of this Meeting. Katsuo Nakamura will
have served for 5 years at the close of this Meeting.
7. Liability limitation agreements with candidates for non-executive Director:
The Company has concluded agreements with Iwao Aso, Masayuki Watanabe and Katsuo Nakamura
to limit their liability stipulated in Article 423, Paragraph 1 of the Companies Act to the minimum
amount stipulated by laws and regulations, provided that they have performed their duties in goodfaith and without gross negligence. If the election of three candidates of Iwao Aso, Masayuki
Watanabe and Katsuo Nakamura is approved at this Meeting, the Company intends to renew the said
agreements. If the election of Naoko Okada is approved at this Meeting, the Company intends toconclude the same agreements with her.
14

8.

The Company has concluded a directors and officers liability insurance contract with an insurancecompany. The said insurance contract covers damages that may arise in the event that the insured
assumes liability for the execution of his or her duties or is the subject of a claim related to suchliability. All Director candidates will be covered as the insured by the said insurance contract. The
Company intends to renew the said insurance contract with the same contents at the time of the next
renewal.

15

(Reference)
Business
execution

Name

Yasuo Wada

Hiroshi
YamadaToshikazu
Kawaguchi

Naoto Kami

Katsuhiro
YorozuYears ofSupervision/
Corporate
Sales/ Legal affairs/
experience
Engineering
responsibility
management construction complianceas Director

GeneralManager of
Safety,President Environment& Quality
Control
Division
GeneralManager ofEngineering &Development
Vice President
Division andresponsible foroverseas
operations
GeneralManager,Managing
Corporate
Director
Strategy
Division
GeneralManager,Managing
Business
Director
Operation
Division
GeneralManaging
Manager,
Director Administration
Division

3

○

○

○

8

○

○

○

3

○

1

○

1

○

○

○

○

Iwao Aso--

8

Masayuki
WatanabeOutside-6

KatsuoNakamura

Outside-5○

Naoko Okada

Outside-New○

Corporate management

IT/DX

Overseas
expertise

Safety and Personnel
qualityand labor
control management

○

○

○
○

Finance/accounting

○
○

○
○
○

○

○
○

○

○
○

○

○

○

Contribution to decisions on corporate strategy, etc. from experience of involvement inimportant corporate decision-making

Sales/construction

Contribution to decisions on sales strategy from knowledge of sales and construction

Legal affairs/complianceContribution to management from experience and knowledge of legal affairs and complianceEngineering

Contribution to management from experience and expertise of engineering

IT/DX

Contribution to management from experience and expertise of IT and DX

Finance/accounting

Contribution to management from knowledge and experience of finance, accounting and tax
matters

Overseas expertise

Contribution to management from experience and expertise of overseas operations

Safety and quality control

Contribution to management from knowledge and experience of safety, quality control andenvironment

Personnel and labor management Contribution to management from experience and expertise of human resource development,
work-style reform and environmental improvement

16

Proposal 4:

Election of 1 Substitute Corporate Auditor

To prepare for contingencies where the number of Corporate Auditors falls below the number stipulated inlaws and regulations, the Company proposes the prior election of 1 substitute Corporate Auditor pursuant
to Article 329, Paragraph 3 of the Companies Act. The substitute Corporate Auditor shall take office on
condition that the number of Corporate Auditors falls below the number stipulated in laws and regulations,and the term of office of the said substitute Corporate Auditor shall be the remaining term of his/herpredecessor. The resolution of this proposal shall be effective up to the opening of the next annual
shareholders’ meeting.
The Company has obtained the consent of the Board of Corporate Auditors regarding this proposal.
The candidate for substitute Corporate Auditor is as follows:
Name(Date of birth)

Career summary, significant concurrent positions
and positions at the Company

Number ofshares of theCompany held

October 1991 Joined Showa Ota & Co. (currently Ernst &Young ShinNihon LLC)
April 1997
Registered as a certified public accountant
May 2007Partner, Ernst & Young ShinNihon LLC
July 2010
Partner, Certified Public Tax Accountant’s Co.
Takano Sogo Accounting Firm
July 2013
Senior Partner
May 2015
Outside Director, Freund Corporation
June 2015
Outside Corporate Auditor, NIPPON SHUPPANHANBAI INC. (currently NIPPAN GROUP0
HOLDINGS, INC.) (to present)
June 2017
Outside Corporate Auditor, Shuppan Kyodo
Ryutsu Inc. (to present)
March 2019
Outside Corporate Auditor, Human’s Data Ltd. (topresent)
June 2019
Councilor, The Nakabe Scholarship Foundation(to present)
Tomohiko Manabe
Representative Partner, Certified Public Tax(October 3, 1963) September
2020
Accountant’s Co. Takano Sogo Accounting Firm
(to present)(Significant concurrent positions)Representative Partner, Certified Public Tax Accountant’s Co. Takano Sogo
Accounting Firm
Outside Corporate Auditor, NIPPAN GROUP HOLDINGS, INC.
Outside Corporate Auditor, Shuppan Kyodo Ryutsu Inc.
Outside Corporate Auditor, Human’s Data Ltd.
Councilor, The Nakabe Scholarship Foundation[Reasons for candidacy as Outside Corporate Auditor]
Tomohiko Manabe has expertise and experience gained through working as acertified public accountant. The Company has nominated him as a candidate for
substitute Outside Corporate Auditor as it believes that, by making use of his
broad insight, he will be able to appropriately perform his duties as an Outside
Corporate Auditor at the Company as well.
Notes:
1. There are no special interests between the candidate Tomohiko Manabe and the Company.
17

2.

Details about the candidate for substitute Corporate Auditor are as follows:
1) Candidate Tomohiko Manabe is a candidate for substitute Outside Corporate Auditor.
2) If the election of Tomohiko Manabe is approved at this Meeting and he takes office as Outside
Corporate Auditor, the Company intends to designate him as an independent auditor and reporthim accordingly to the Tokyo Stock Exchange.
3) Liability limitation agreements with Corporate Auditors
The Company stipulates in its Articles of Incorporation that it can conclude an agreement with its
Corporate Auditors to limit their liability for damages to the Company within the limits of laws
and regulations so that Corporate Auditors can fully perform their expected roles. Accordingly, if
the election of Tomohiko Manabe is approved and he takes office as Outside Corporate Auditor,
the Company intends to conclude a liability limitation agreement with him to limit his liability
stipulated in Article 423, Paragraph 1 of the Companies Act to the minimum amount stipulated bylaws and regulations, provided he performed his duties in good faith and without gross negligence.
4) The Company has concluded a directors and officers liability insurance contract with an insurancecompany. The said insurance contract covers damages that may arise in the event that the insured
assumes liability for the execution of his or her duties or is the subject of a claim related to suchliability. If the election of Tomohiko Manabe is approved and he takes office as Outside Corporate
Auditor, he will be covered as the insured by the said insurance contract.

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Proposal 5:

Election of Accounting Auditor

The Company’s Accounting Auditor YASUMORI AUDIT CORPORATION will retire at the conclusion ofthis Shareholders’ Meeting due to the expiration of its term of office. Accordingly, the Company proposes
the election of a new Accounting Auditor based on the decision of the Board of Corporate Auditors. The
Board of Corporate Auditors has decided to nominate Ernst & Young ShinNihon LLC as a candidate for
Accounting Auditor due to its determination that the accounting firm is qualified for the position, as a resultof comprehensive review of its wealth of experience in the construction field in Japan and abroad, highlevel of expertise, independence, quality control system, audit fees, etc.,
The candidate for Accounting Auditor is as follows.
Name

Ernst & Young ShinNihon LLC

Office(Principal office)1-1-2 Yurakucho, Chiyoda-ku, Tokyo
April 2000

Corporate history

July 2001

Former Showa Ota & Co. and Century Audit Corporation weremerged to form Century Ota Showa & Co.
Renamed to Shin Nihon & Co.

July 2008

Renamed to Ernst & Young ShinNihon LLC

July 2018

Renamed to Ernst & Young ShinNihon LLC

CapitalMembers

Corporate profile

1,088 million yen
Certified Public Accountants(CPAs)

2,970

Partly-qualified Accountants

1,133

Others

1,270

Total

5,373

Number of audit clients
Offices

3,788Japan: Tokyo, etc.

17 in total

Overseas: New York, etc.

39 in total(As of March 31, 2022)(Notes) The Company stipulates in its Articles of Incorporation that it can conclude an agreement with its
Accounting Auditor to limit its liability for damages to the Company within the limits of laws andregulations. Accordingly, If Ernst & Young ShinNihon LLC is elect, the Company intends toconclude a liability limitation agreement with it to limit its duties in good faith and without grossnegligence, provided it performed its duties in good faith and without gross negligence.

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