Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Securities Code 1833)
June 5, 2019
To Shareholders with Voting Rights:
Takanori Okumura
President and Representative Director
OKUMURA CORPORATION
2-2-2, Matsuzaki-cho, Abeno-ku,Osaka-shi, Osaka

NOTICE OF
THE 82ND ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 82nd Annual General Meeting of Shareholders of OKUMURA
CORPORATION (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing or via the Internet, etc.
Please review the attached Reference Documents for the General Meeting of Shareholders, and exercise yourvoting rights in accordance with the guide below.
1. Date and TimeThursday, June 27, 2019 at 10:00 a.m. (Japan time)
2. Place
Head Office of the Company, located at2-2-2, Matsuzaki-cho, Abeno-ku, Osaka-shi, Osaka

3. Meeting Agenda
Matters to be reported:

Proposals to be resolved:

1. The Business Report and the Consolidated Financial Statements for the82nd Fiscal Year (April 1, 2018 - March 31, 2019) and results of audits ofthe Consolidated Financial Statements by the Accounting Auditor and theAudit and Supervisory Committee
2. Non-consolidated Financial Statements for the 82nd Fiscal Year (April 1,2018 - March 31, 2019)Proposal 1: Appropriation of Surplus
Proposal 2: Partial Amendments to the Articles of Incorporation
Proposal 3: Election of Six (6) Directors (Excluding Directors Who Are
Audit and Supervisory Committee Members)-1-Guide to Exercising Voting Rights
When Attending the General Meeting of Shareholders
Date and time of the General Meeting of Shareholders
Thursday, June 27, 2019, at 10:00 a.m. (Japan time)・ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk.
・ To save electricity, the venue will be moderately air conditioned and the Cool Biz (light clothing) dress
code will be observed at the meeting. Shareholders who attend the meeting are encouraged to wear lightclothing.

If You Are Unable to Attend the Meeting◎ Exercising Voting Rights in Writing
Deadline for Exercise
To be received by no later than 5:15 p.m. Wednesday, June 26, 2019 (Japan time)・ Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form, andreturn it so that it is received by the deadline for exercise. Furthermore, if there is no indication of a votefor or against any proposal, it shall be treated as an indication of consent for the proposal.

◎ Exercising Voting Rights via the Internet, etc.
Deadline for Exercise
Wednesday, June 26, 2019 at 5:15 p.m. (Japan time)・ Please access the voting rights exercise website, and enter your vote for or against the proposals byfollowing the guidance onscreen.
Voting rights exercise website: https://www.web54.net
Please refer to the next page for details.
・ Shareholders may use the voting rights exercise website for smartphones. Please refer to the enclosed
leaflet for details.
◎ The following items are posted on the Company’s website in accordance with the provisions of laws and regulations as well
as Article 30 of the Company’s Articles of Incorporation, and therefore are not provided in the attached documents to thisNotice.
(1) Notes to Consolidated Financial Statements(2) Notes to Non-consolidated Financial Statements
Furthermore, the above documents constitute part of the Consolidated Financial Statements and Non-consolidated Financial
Statements audited by the Accounting Auditor when preparing the accounting audit report, and also constitute part of theConsolidated Financial Statements and Non-consolidated Financial Statements audited by the Audit and Supervisory Committee
when preparing the audit report.
◎ Should the Reference Documents for the General Meeting of Shareholders, the Business Report, the Non-consolidated
Financial Statements or the Consolidated Financial Statements require revisions, the revised versions will be posted on theCompany’s website.
The Company’s website: http://www.okumuragumi.co.jp-2-

Guide to Exercising Voting Rights via the Internet, etc.
If exercising voting rights via the Internet, please review the following items before exercising your votingrights.
● When exercising voting rights via the Internet, please access the voting rights exercise website via apersonal computer, smartphone, or mobile phone, use the voting rights exercise code and password on theenclosed Voting Rights Exercise Form, and register your vote for or against the proposals by following theguidance onscreen.
Voting rights exercise website: https://www.web54.net● Voting rights exercised via the Internet will be accepted until 5:15 p.m. Wednesday, June 26, 2019
(Japan time).
Please allow ample time to exercise your voting rights to avoid missing the deadline for exercise.
● Connection fees to providers and telecommunications fees (telephone fees, etc.) to telecommunications
carriers arising from using the voting rights exercise website will be borne by the shareholder.
● If voting rights are exercised both in writing and via the Internet, the vote received via the Internet will betreated as the valid exercise of voting rights. In addition, if voting rights are exercised multiple times via
the Internet, the final vote exercised will be treated as the valid exercise of voting rights.

Inquiries concerning theexercise of voting rights via
the Internet

For inquiries concerning the exercise of voting rights via the Internet,
please contact:
Sumitomo Mitsui Trust Bank
Stock Transfer Agency Website, Dedicated Hotline
0120-652-031 [Business hours: 9:00 a.m. – 9:00 p.m.]

For Institutional Investors
Institutional investors may exercise voting rights via electromagnetic means from the “Electronic Voting
System Platform” operated by ICJ, Inc.

-3-

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

Appropriation of Surplus

The Company recognizes the distribution of profits as one of the most important managerial issues.
For the fiscal year under review, the Company proposes the year-end divided and the appropriation ofsurplus as shown below in line with its basic policy to maintain a stable dividend of ¥45 per share oran amount according to the Company’s business performance, namely an amount equivalent to thepayout ratio (non-consolidated) of 50%, whichever is higher, based on the overall consideration of theCompany’s financial situation and other factors.
1. Year-end dividend(1) Type of property for dividend
Cash(2) Allotment of property for dividends to shareholders and total amount thereof¥153 per share of the Company’s common stock
Total amount: ¥5,941,051,812(3) Effective date of distribution of surplus
June 28, 2019
2. Appropriation of surplus(1) Item and amount of surplus that will increase
General reserve(2) Item and amount of surplus that will decrease
Retained earnings brought forward-4-¥5,900,000,000¥5,900,000,000

Proposal 2: Partial Amendments to the Articles of Incorporation
1. Reasons for the amendments(1) To add new businesses to the purpose of the Company in order to prepare for future businessdevelopment.
(2) To facilitate distribution of profits to shareholders by enabling the Board of Directors toresolve to pay interim dividends pursuant to the provision of Article 454, Paragraph 5 of theCompanies Act.
2. Details of the amendments
The details of the amendments are as follows.
(Proposed amendments are underlined.)
Current

Proposed amendment

Chapter I. General Provisions

Chapter I. General Provisions

Article 2. The purpose of the Company shall be toengage in the following businesses:
1. to 11. (Omitted)(Newly established)(Omitted)

Article 2. The purpose of the Company shall be toengage in the following businesses:
1. to 11. (Unchanged)
12. Power generation, supply ofelectricity, thermal and otherenergies, management, operation,and rental of facilities related to theabove, consulting and any
businesses incidental to the above;
13.
(Unchanged)

Chapter VI. Accounts

Chapter VI. Accounts(Newly established)

Article 35. The Company may, by resolution of theBoard of Directors, pay interim
dividends with a record date of
September 30 each year.
Article 36.
(Unchanged)

12.

Article 35.

(Omitted)-5-Proposal 3: Election of Six (6) Directors (Excluding Directors Who Are Audit and Supervisory CommitteeMembers)
The term of office of all of the seven (7) current Directors (excluding Directors who are Audit andSupervisory Committee Members; the same applies hereinafter for Proposal 3) will expire at the conclusionof this General Meeting of Shareholders. Accordingly, the election of six (6) Directors is proposed.
As regards this proposal, the Audit and Supervisory Committee has expressed the opinion that thecandidates are appropriate as Directors of the Company.
The candidates are as follows:No.

Name

Positions and responsibilities

Attendance at meetings ofthe Board of Directors(number of times attended /number of meetings)

President and Representative Director100%(14 times / 14 times)

Yuichi Mizuno

Director and Senior Managing Executive Officer
General Manager of East Japan Branch Office100%(14 times / 14 times)

Reelection

Keiji Yamaguchi

Director and Senior Managing Executive Officer
General Manager of West Japan Branch Office100%(14 times / 14 times)

4

Reelection

Kenji Kotera

5

Reelection

Atsushi Tanaka

6

New election

Hiromu Miyazaki

1

Reelection

Takanori Okumura

2

Reelection

3

Director and Managing Executive Officer
General Manager of Civil EngineeringHeadquarters
Representative Director and Managing ExecutiveOfficer
General Manager of Administration Headquarters
Managing Executive Officer
General Manager of Building Headquarters-6-100%(14 times / 14 times)
100%(14 times / 14 times)—No.

1 Takanori Okumura● Number of shares ofthe Company held
460,784 shares● Attendance atmeetings of theBoard of Directors

Reelection(March 15, 1962)●Career summary, positions, responsibilities and significant concurrent positions

April 1986
May 1994
June 1994
December 1995

100% (14/14)

Joined the Company
Deputy General Manager ofKansai Branch OfficeDirector
General Manager of Marketing& Sales Department, Tokyo
Branch Office

April 2001
April 2001
December 2001

Managing Director
In charge of Marketing &Sales
President and Representative
Director (current position)

Reason for Nomination as a Candidate for Director
Takanori Okumura has demonstrated strong leadership at the forefront of management as President and Representative
Director, and has a deep knowledge of general management in the construction industry, and therefore he is nominated as acandidate.

No.

2 Yuichi Mizuno● Number of shares ofthe Company held
14,625 shares●Career summary, positions, responsibilities and significant concurrent positions

April 1979
March 2004

● Attendance atmeetings of theBoard of Directors

Reelection(July 22, 1953)

April 2006

100% (14/14)
April 2007

Joined the Company
General Manager of Civil
Engineering Works
Department, Nagoya Branch
General Manager of Civil
Engineering Works
Department I, Tokyo Branch
OfficeGeneral Manager of Civil
Engineering Management
Department, Tokyo Branch
OfficeOctober 2008

June 2010
April 2014
April 2014
April 2015

Deputy General Manager ofEast Japan Branch Office (incharge of Civil EngineeringBusiness)
Director and Executive Officer
Director and ManagingExecutive Officer
General Manager of East
Japan Branch Office (currentposition)
Director and Senior Managing
Executive Officer (currentposition)

Reason for Nomination as a Candidate for DirectorYuichi Mizuno has served in positions including General Manager of Civil Engineering Management Department, TokyoBranch Office; Deputy General Manager of East Japan Branch Office; and General Manager of East Japan Branch Office, andpossesses abundant specialist knowledge through his experience over many years in civil engineering-related departments, inaddition to a deep knowledge of the Company’s operations, and therefore he is nominated as a candidate.

-7-No.

3 Keiji Yamaguchi● Number of shares ofthe Company held
14,416 shares● Career summary, positions, responsibilities and significant concurrent positions
April 1976
October 2008

● Attendance atmeetings of theBoard of Directors

Reelection(October 10, 1952)

June 2010
June 2012

Joined the Company
General Manager of Kansai
Branch, West Japan Branch
OfficeExecutive Officer
Managing Executive Officer

April 2014
June 2014
April 2016

100% (14/14)

General Manager of WestJapan Branch Office (currentposition)
Director and Managing
Executive Officer
Director and Senior Managing
Executive Officer (currentposition)Reason for Nomination as a Candidate for Director
Keiji Yamaguchi has served in positions including General Manager of Kansai Branch, West Japan Branch Office and General
Manager of West Japan Branch Office, and possesses abundant specialist knowledge through his experience over many years incivil engineering-related, and marketing- and sales-related departments, in addition to a deep knowledge of the Company’soperations, and therefore he is nominated as a candidate.

No.

4 Kenji Kotera● Number of shares ofthe Company held
9,484 shares●Career summary, positions, responsibilities and significant concurrent positions

April 1980
April 2009

● Attendance atmeetings of theBoard of Directors
100% (14/14)

Reelection(March 18, 1956)

June 2013
June 2014

Joined the Company
Deputy General Manager ofWest Japan Branch Office (incharge of Civil EngineeringBusiness)
Executive Officer
Director and Executive Officer

June 2016
April 2017
April 2017
June 2017

Executive Officer
Managing Executive Officer
General Manager of Civil
Engineering Headquarters(current position)
Director and Managing
Executive Officer (currentposition)

Reason for Nomination as a Candidate for DirectorKenji Kotera has served in positions including Deputy General Manager of West Japan Branch Office and General Manager ofCivil Engineering Headquarters, and possesses abundant specialist knowledge through his experience over many years in civilengineering-related departments, in addition to a deep knowledge of the Company’s operations, and therefore he is nominated as acandidate.

-8-

No.

5 Atsushi Tanaka● Number of shares of

the Company held
8,852 shares●Career summary, positions, responsibilities and significant concurrent positions

April 1982
April 2004

● Attendance atmeetings of theBoard of Directors

Reelection(June 5, 1959)

June 2014
June 2014

100% (14/14)

Joined the Company
General Manager of Finance &Accounting Department,Administration Headquarters
Director and Executive Officer
Deputy General Manager ofAdministration Headquarters
and General Manager ofFinance & Accounting
Department

April 2017
April 2017
June 2017

Director and Managing
Executive Officer
General Manager ofAdministration Headquarters(current position)
Representative Director andManaging Executive Officer(current position)

Reason for Nomination as a Candidate for Director
Atsushi Tanaka has served in positions including General Manager of Finance & Accounting Department, Administration
Headquarters; Deputy General Manager of Administration Headquarters; and General Manager of Administration Headquarters,
and possesses abundant specialist knowledge through his experience over many years in administrative departments, in addition
to a deep knowledge of the Company’s operations, and therefore he is nominated as a candidate.

No.

6 Hiromu Miyazaki● Number of shares of

the Company held
6,987 shares

New election(May 8, 1955)●Career summary, positions, responsibilities and significant concurrent positions

April 1978
November 2012
April 2015

Joined the Company
Deputy General Manager ofWest Japan Branch Office (incharge of Building Business)
Executive Officer

April 2019April 2019

Managing Executive Officer(current position)
General Manager of Building
Headquarters (currentposition)

Reason for Nomination as a Candidate for Director
Hiromu Miyazaki has served in positions including Deputy General Manager of West Japan Branch Office and General
Manager of Building Headquarters, and possesses abundant specialist knowledge through his experience over many years inbuilding-related departments, in addition to a deep knowledge of the Company’s operations, and therefore he is nominated as acandidate.

Notes: There are no special interests between each of the candidates and the Company.

-9-Reference: Composition of the Board of Directors
If Proposal 3 is approved as originally proposed, the composition of the Company’s Board of Directors
will be as follows:
Position

NamePresident andRepresentative Director

Takanori Okumura

Responsibilities

Significant concurrent positions

Senior Managing Executive
Officer
General Manager of East Japan
Branch OfficeSenior Managing Executive
Officer
General Manager of West Japan
Branch OfficeDirector

Yuichi Mizuno

Director

Keiji Yamaguchi

Director

Kenji Kotera

Managing Executive Officer
General Manager of Civil
Engineering Headquarters

Representative Director

Atsushi Tanaka

Managing Executive Officer
General Manager ofAdministration Headquarters

Director

Hiromu Miyazaki

Managing Executive Officer
General Manager of Building
Headquarters
Certified public accountant andcertified public tax accountant(Representative Partner of SORA
Tax Accountant Corporation and
Representative of Abe CPA Office)Outside Corporate Auditor of
Daiwa Computer Co., Ltd.
Outside Corporate Auditor of
NISHIO RENT ALL CO., LTD.

Outside Director(Audit and SupervisoryCommittee Member)

Shuji AbeDirector(Full-time Audit andSupervisory CommitteeMember)

Harumitsu Yoshimura

Outside Director(Audit and Supervisory
Committee Member)

Hiroyo Yashiro

Attorney-at-law (Iino Yashiro
Horiguchi Law Office)Outside Director(Audit and Supervisory
Committee Member)

Hideshi Nio

Certified public tax accountant(Representative of Nio Tax
Accountant Office)Tetsuo Kodera

Attorney-at-law (Representative ofKodera Law Office)Outside Director of Samty Co.,Ltd.

Outside Director(Audit and Supervisory
Committee Member)- 10 -