Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the latter shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Code Number: 1887)
August 6, 2024
(Commencement of Electronic Provision of Documents: August 1, 2024)
To Shareholders with Voting Rights
Isao Hayashi
Representative Director and President
JDC CORPORATION
4-3-13 Toranomon, Minato-ku,
Tokyo, Japan

Notice of Convocation of the 95th Ordinary General Meeting of Shareholders
Dear Shareholders,
We would like to express our appreciation for your continued support and patronage.
Please be notified that the 95th Ordinary General Meeting of Shareholders of JDC CORPORATION (the“Company”) will be held as described below.
When convening this Ordinary General Meeting of Shareholders, the Company has taken the electronic
provision measures and has posted matters subject to the electronic provision measures as the “Notice ofConvocation of the 95th Ordinary General Meeting of Shareholders” on the following website on the Internet.
The Company website
http://www.jdc-corporation.com/ir/
In addition to the above, the Company also has posted this information on the following website on theInternet.
Tokyo Stock Exchange (TSE) website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do
Please access the TSE website above, enter “JDC CORPORATION” in the “Issue name (company name)”field or our code number “1887” in the “Code” field and click on “Search” to find search results. Then, click on“Basic information” and “Documents for public inspection/PR information” in this order to view the relevant
information.
If you are unable to attend the meeting in person, please refer to the Reference Documents for theOrdinary General Meeting of Shareholders in the electronic provision measures and exercise your voting
rights by 5:30 p.m. JST on Monday, August 26, 2024.
1. Date and Time:
2. Venue:

Tuesday, August 27, 2024 at 10:00 a.m. JST(Reception is scheduled to start at 9:00 a.m.)
5F Meeting Room, Head Office of the Company located at Hulic Kamiyacho
Building, 4-3-13 Toranomon, Minato-ku, Tokyo, Japan(If you need assistance when attending the General Meeting of Shareholders inperson, please contact us in advance at +81-3-6777-7881 (the main number))

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and the Consolidated Financial Statements for theCompany’s 95th fiscal year (June 1, 2023–May 31, 2024), and the results of-1-

audits by the Accounting Auditor and the Audit and Supervisory Committeeof the Consolidated Financial Statements
2. The Non-consolidated Financial Statements for the Company’s 95th fiscal
year (June 1, 2023–May 31, 2024)
Proposals to be resolved:
Proposal 1
Appropriation of Surplus
Proposal 2
Partial Amendments to the Articles of Incorporation
Proposal 3
Election of 6 (six) Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)-2-ˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆˆFor this Ordinary General Meeting of Shareholders, the Company sends a paper copy of the matterssubject to electronic provision measures to all shareholders regardless of whether or not they made arequest for delivery of documents. In the documents mailed to shareholders, Consolidated
Statements of Changes in Equity and Notes to Consolidated Financial Statements, and Nonconsolidated Statements of Changes in Equity and Notes to Non-consolidated Financial Statements
are not presented pursuant to the provisions of laws and regulations, and Article 14 of theCompany’s Articles of Incorporation. Accordingly, the documents mailed to shareholders constituteonly part of the documents audited by the Audit and Supervisory Committee and the Accounting
Auditor in the preparation of the Audit Report.
If any amendments are made to matters subject to the electronic provision measures, such amendments
will be posted on the respective websites where the matters are posted.
If there are any significant changes in the operation of the Ordinary General Meeting of Shareholders,
they will be posted on the Company’s website.
The Company’s website: http://www.jdc-corporation.com/ir/-3-

Reference Documents for the Ordinary General Meeting of
Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

Returning profits to shareholders is one of the priority issues of the Company’s management. As a basic
policy, the Company secures internal reserves needed to strengthen the financial standing and prepare for
future business development, while maintaining stable dividends, after due consideration of the businessresults and the business environment.
In view of the above policy and the business results for the fiscal year under review, the Company
proposes to pay 12 yen per share as a year-end dividend for the fiscal year under review. Accordingly, theannual dividend including an interim dividend of 10 yen will amount to 22 yen per share.
Based on the above, the surplus will be appropriated as follows.
Matters related to the year-end dividends(1)Type of dividend property
Cash
(2)

Allotment of dividend property and the total amount thereof
12 yen per common share of the Company
totaling 1,012,101,048 yen(3)

Effective date for the dividends from surplus
August 28, 2024

-4-

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for amendments
The Company’s purposes of business, stipulated in Article 2 of the current Articles of Incorporation
shall be amended to prepare for business development in the future. The resolution at this proposal
shall take effect at the conclusion of this Ordinary General Meeting of Shareholders.
2. Details of the amendments
The details of the amendments are as follows.
(The amended parts are underlined.)
Proposed Amendments

Current Articles of Incorporation
Chapter I General Provisions(PURPOSES)

Chapter I General Provisions(PURPOSES)

Article 2. The purpose of the Company shall be toengage in the following businesses:

Article 2. The purpose of the Company shall be toengage in the following businesses:(1) to (11) (Provisions omitted)(Newly established)(12) to (18) (Provisions omitted)(1) to (11) (Unchanged)(12) Travel and travel agency businesses(13) to (19) (Unchanged)-5-Proposal 3:

Election of 6 (six) Directors (excluding Directors Who Are Audit and Supervisory Committee
Members)

The terms of office of all 6 (six) Directors (excluding Directors who are Audit and Supervisory
Committee Members) will expire at the conclusion of this Ordinary General Meeting of Shareholders.
Accordingly, the Company proposes the election of 6 (six) Directors (excluding Directors who are Audit
and Supervisory Committee Members).
The Audit and Supervisory Committee has expressed that there are no matters in particular that shouldbe raised at the meeting about this proposal.
The candidates for Director (excluding Directors who are Audit and Supervisory Committee Members)
are as follows:
Current positions and responsibilities
No.
Name
at the Company
1

Isao Hayashi

Reappointment

Representative Director, President and CEO;COO

2Yutaka Kikuchi

Reappointment

Director, Executive Officer in charge ofGeneral Marketing Management

3

Ichiro Sone

Reappointment

Director

4

Hiroaki Takatsu

5

Hidetaka Matsuishi

6

Yukie Toge

Reappointment
OutsideReappointment
OutsideReappointment
Outside-6-

Outside Director
Outside Director
Outside Director

No.

Name
(Date of birth)(Years of service at
the Company)(Male/Female)

Career summaries, positions, responsibilities and significant concurrent positions

April 1982
August 2011
August 2013
June 2014
September 2016
Isao Hayashi(June 19, 1957)(One year)(Male)
Reappointment
1

Number ofshares of theCompany held

Joined the Company
General Manager of Civil Engineering Department, Tokyo
BranchHead of Civil Engineering Division
Executive Officer; Head of Civil Engineering Division
Executive Officer; Deputy Head of Civil Engineering

Division

June 2017
June 2018
June 2018
August 2018
August 2023

Managing Officer; Head of Safety, Quality, and Environment
DivisionManaging Officer
Senior Managing Officer; Head of Civil Engineering Division of
Kokudo Kaihatsu Industry Co., Ltd.
Representative Director and President of Kokudo Kaihatsu
Industry Co., Ltd.
Representative Director, President and CEO; and COO of theCompany (incumbent)

45,919[Reason for nomination as a candidate for Director]
Mr. Isao Hayashi has placed himself at the forefront of the civil engineering business since joining the Company, and has
served as Head of Civil Engineering Division and Head of Safety, Quality, and Environment Division successively. Since
August 2018, as Representative Director and President of Kokudo Kaihatsu Industry Co., Ltd., a group company, he hadcontributed to expanding its business. In addition, since he assumed the position of Representative Director and Presidentof the Company in August 2023, he has strived to turn around the construction business which is faced with especiallychallenging business environments. Aiming to create value for the entire Group, the Company renominated him as a
candidate for Director in expectation that he will lead its growth and development by using his managerial experiences.
[Attendance at the Board of Directors meetings]
100% (attended 14 out of 14 meetings)

-7-

No.

Name
(Date of birth)(Years of service at
the Company)(Male/Female)

Career summaries, positions, responsibilities and significant concurrent positions

April 1989
August 2002
June 2018
August 2019
Yutaka Kikuchi(November 15, 1965) June 2023
(One year)(Male)
August 2023
Reappointment

Joined the Company
Site Manager of Morioka Site, Tohoku Branch
General Manager of Sales Department (Tohoku), Building
Division
General Manager of Civil Engineering Sales Department(Tohoku), Civil Engineering Division; General Manager of
Tohoku Branch
Executive Officer; Deputy Head of Civil Engineering Division;
General Manager of General Marketing Management
Department
Director, Executive Officer in charge of General Marketing
Management (incumbent)

Number ofshares of theCompany held

28,191

2[Reason for nomination as a candidate for Director]
Mr. Yutaka Kikuchi has been involved in the commercial sales division, especially in the Tohoku region, for many years.
He has held prominent posts, including General Manager of Tohoku Branch, and has been committed to improving ordertaking environments leveraging his experience in the commercial sales division. The Company believes that he is able topromote more proactive business operations to enhance the Group’s corporate value because of his strong management
skills. Therefore, the Company renominated him as a candidate for Director. In the meantime, the Company set up
Strategic Business Promotion Office in June 2024 for the purpose of developing new businesses segments; Mr. Yutaka
Kikuchi, as General Manager of the Strategic Business Promotion Office, has been engaged in business activities such ascommunity development and decarbonization, aiming for regional co-creation.
[Attendance at the Board of Directors meetings]
100% (attended 14 out 14 meetings)

-8-

No.

Name
(Date of birth)(Years of service at
the Company)(Male/Female)

Career summaries, positions, responsibilities and significant concurrent positions

April 1982
June 2005
June 2010
June 2014
June 2015
June 2016

3

Number ofshares of theCompany held

Joined the Company
General Manager of Administration Department, Kyushu Branch
General Manager of Sales Department, Kyushu Branch
General Manager of Kyushu Branch
General Manager of Development Business Division
Executive Officer; General Manager of Development Business
Division
Ichiro Sone
April 2017
Executive Officer; Deputy General Manager of Planning Office(March 25, 1960)
August 2018
Director; Managing Officer; General Manager of Planning Office(Six years)
September 2018 Director; Managing Officer; General Manager of Planning(Male)
Office; responsible for Research & Development Center
August 2019
Director; Senior Managing Officer; Head of Real Estate
63,374
Reappointment
Development & Energy Division; responsible for Research &Development Center
April 2020
Director; Senior Managing Officer; Head of Real Estate
Development & Energy Division
June 2021
Director; Executive Vice President; Head of Administration
Division
June 2022
Director; Executive Vice President and COO; Head of
Administration Division and CFO
July 2023
Representative Director; Executive Vice President and COO;
Head of Administration Division and CFO
August 2023
Director (incumbent)[Reason for nomination as a candidate for Director]
Mr. Ichiro Sone has been involved in overall management as a Director since August 2018. Subsequently, he has
consecutively held prominent posts in the Real Estate Development & Energy Business, which is the third pillar of theCompany, and the Administration Division. Since July 2023, he had acted on behalf of President, as Representative
Director and Executive Vice President, fulfilling his role appropriately. The Company believes that his abundant businessexperience and excellent initiative will contribute to the improvement of the Group’s corporate value, and renominated him
as a candidate for Director.
[Attendance at the Board of Directors meetings]
94% (attended 16 out of 17 meetings)

-9-

No.

Name
(Date of birth)(Years of service at
the Company)(Male/Female)

Career summaries, positions, responsibilities and significant concurrent positions

April 1977
June 2010
June 2011
June 2012
Hiroaki Takatsu(October 2, 1952)(Five years)(Male)

4

Reappointment
OutsideJune 2014
June 2018
June 2019
August 2019

Joined Tokyo Electric Power Company
Managing Director, General Manager of R&D Division ofTokyo Electric Power Company
Managing Director; General Manager of Customer Service
Division
Joined TOKO ELECTRICAL CONSTRUCTION CO., LTD. as
Representative Director and President
Representative Director and President of TAKAOKA TOKO
CO., LTD.
Representative Director and Chairman
AdvisorJoined the Company; Director (incumbent)

Number ofshares of theCompany held

5,054

[Reason for nomination as a candidate for Outside Director and overview of expected role, etc.]
Mr. Hiroaki Takatsu served on the management of a company as a Representative Director and possesses abundant
experience and a wide range of insight. Since assuming the position of Director of the Company in August 2019, he has
appropriately supervised the Group’s business execution and given advice on the overall management in the fields of“corporate management,” “human resources development,” and “ICT & DX,” fulfilling his role expected of Outside
Director appropriately. Following his appointment, we expect him to continue to provide management supervision andadvice as an Outside Director.
[Attendance at the Board of Directors meetings]
100% (attended 17 out of 17 meetings)- 10 -

No.

Name(Date of birth)(Years of service at
the Company)(Male/Female)

Career summaries, positions, responsibilities and significant concurrent positions

April 1981
October 2000
January 2003
April 2005
April 2008
Hidetaka Matsuishi(February 22, 1957)(Two years)(Male)
Reappointment
OutsideApril 2009
July 2009
April 2014

June 2016

5
April 2018

June 2018
April 2021
August 2022
June 2023

Joined Ricoh Company, Ltd.
General Manager of SCM Innovation Center, Marketing Groupof Ricoh Company, Ltd.
President of Nishi Tokyo Ricoh Co., Ltd.
President of Ricoh Tohoku Co., Ltd.
General Manager of Business Strategy Center, Marketing Groupof Ricoh Company, Ltd.
General Manager of Major Accounts Marketing Division,
Marketing Group
Representative Director and President of Ricoh IT Solutions Co.,
Ltd.
Group Executive Officer (Corporate Senior Vice President) of
Ricoh Company, Ltd.
Representative Director, President and CEO of RICOHLEASING COMPANY, LTD.
Corporate Senior Vice President
General Manager of Japan Marketing Group of Ricoh Company,
Ltd.
Representative Director, President and CEO of Ricoh Japan
Corporation
Corporate Executive Vice President
CFO of Ricoh Company, Ltd.
General Manager of Business Planning Division
Director of Ricoh Company, Ltd.
Executive Corporate Officer
General Manager of Corporate Planning Division
Joined the Company; Director (incumbent)

Number ofshares of theCompany held

1,108

Outside Director (Audit and Supervisory Committee Member) of
SCSK Corporation (incumbent)[Reason for nomination as a candidate for Outside Director and overview of expected role, etc.]
Mr. Hidetaka Matsuishi has held prominent posts in a company that is engaged in a business different from the construction
business, which is the Company’s main business, and possesses extensive knowledge of corporate management. Sinceassuming the position of Director of the Company in August 2022, he has provided supervision and advice in the fields of“corporate management,” “accounting,” “ICT & DX,” and “sales,” fulfilling his role expected of Outside Director
appropriately. Following his appointment, we expect him to continue to provide supervision and advice on the overallmanagement of the Company as an Outside Director.
[Attendance at the Board of Directors meetings]
100% (attended 17 out of 17 meetings)- 11 -

No.

Name(Date of birth)(Years of service at
the Company)(Male/Female)

Career summaries, positions, responsibilities and significant concurrent positions

May 1999
February 2003
June 2007
March 2019
June 2019
Yukie Toge
(December 22, 1966) August 2022
(Two years)(Female)6

Number ofshares of theCompany held

Registered as a Certified Public Accountant
Head of Toge Yukie CPA Office (incumbent)
Representative Director of Felice Consulting Ltd. (incumbent)
Outside Director (Audit & Supervisory Committee Member) of
Mabuchi Motor Co., Ltd.
Outside Audit & Supervisory Board Member of Seven Bank,
Ltd.
Joined the Company; Director (incumbent)
1,829

Reappointment
Outside[Reason for nomination as a candidate for Outside Director and overview of expected role, etc.]
Ms. Yukie Toge has specialized knowledge as a certified public accountant, extensive insight as an accounting and systems
consultant, and achievements in management supervision of companies engaged in businesses different from theCompany’s main business, fulfilling her role expected of Outside Director appropriately. Following her appointment, we
expect her to continue to provide supervision and advice on the overall management of the Company as an Outside
Director, utilizing the experience and knowledge she has gained thus far in the fields of “accounting,” “human resource
development,” and “ICT & DX.”
[Attendance at the Board of Directors meetings]
100% (attended 17 out of 17 meetings)(Notes)1. The “number of shares of the Company held” by each of the candidates for Director (excluding Directors who are Audit
and Supervisory Committee Members) presents the number of shares including those held through JDC Officers
Shareholding Association.
2. There are no special interests between any of the candidates and the Company.
3. Mr. Hidetaka Matsuishi is Director (Audit and Supervisory Committee Member) of SCSK Corporation. In the mostrecent fiscal year, the amount of annual transactions between the Company and SCSK Corporation was less than 2% ofconsolidated net sales of each company.
4. Ms. Yukie Toge is Head of Toge Yukie CPA Office and Representative Director of Felice Consulting Ltd. However,there are no transactions between those two companies and the Company.
5. Mr. Hiroaki Takatsu, Mr. Hidetaka Matsuishi, and Ms. Yukie Toge are candidates for Outside Director. The Company
has appointed them as independent directors prescribed by the Tokyo Stock Exchange. If they are reappointed as Director,
they will continue to be appointed as independent directors.
6. If the election of Mr. Hiroaki Takatsu, Mr. Hidetaka Matsuishi, and Ms. Yukie Toge are approved, the Company willcontinue to sign an agreement with them to limit their liabilities to the amount stipulated by laws and regulations, inaccordance with Article 427, Paragraph 1 of the Companies Act and the Articles of Incorporation of the Company.
7. The Company has entered into a liability insurance agreement for officers, etc. with an insurance company as stipulated
in Article 430-3, Paragraph 1 of the Companies Act. The outline of the agreement is described on page 26 of the Business
Report (4. (3) Outline of the Content of Liability Insurance Agreement for Officers, etc.) (in Japanese). If the electionsof the candidates for Director are approved, they will be included as insured parties in said insurance agreement.
8. Ms. Yukie Toge’s name in her family register is Yukie Iijima.

- 12 -

Reference
If all candidates stated in this Notice are appointed as proposed, the Board of Directors will have memberswith diverse expertise as follows.
Main areas of expertise
Name

Corporate
Finance andmanagement Accounting

Isao Hayashi
Representative
Director, President andCEO; COO○

Yutaka Kikuchi
Director; Executive
Officer; General
Manager, Strategic
Business Promotion
Office; responsible for
Safety & HealthManagement Office○

Ichiro Sone
Director○

Hiroaki Takatsu
Director (Outside)○

Hidetaka Matsuishi
Director (Outside)○

Yukie Toge
Director (Outside)
Kimio Masunari
Director, Full-time
Audit and Supervisory
Committee Member
Fumihiko Kamoshida
Director, Audit andSupervisory
Committee Member(Outside)Kensaku Watanabe
Director, Audit andSupervisory
Committee Member(Outside)

ICT & DXTechnological
Human
Legal affairs
development
resource
Compliancedevelopment Construction
technology

○

Sales
Marketing

○

○
○
○
○

○
○

○

○

○

○

○

○

○

○
○

- 13 -○○

Definition of Each Skill

Corporate management

Finance and Accounting
Legal affairs
Compliance
Human resource development
ICT & DXTechnological development
Construction technology
Sales
Marketing

Having experience in corporate management(including sustainability and ESG) gained as
Director or through other posts in a publicly traded
company or the Group, or equivalentknowledge/experience
Having professional knowledge on/experience infinance and accounting gained as a certified public
accountant or through other posts, or management
experience at a financial institution
Having knowledge/experience relating to legal
affairs or compliance gained as an attorney-at-law
or through other posts
Having knowledge/experience relating tostrengthening human capital, diversity & inclusion,and human resource management
Having knowledge/experience relating totelecommunications, digital transformation (DX),technological development, or construction
technologies
Having knowledge on/experience in sales andmarketing relating to business in a publicly traded
company or the Group- 14 -