Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Stock Exchange Code 1821)
June 5, 2024
(Commencement date of measures for electronic provision: May 30, 2024)
To Shareholders with Voting Rights:
Toshio Shibata
Representative Director,
President
Sumitomo Mitsui Construction Co., Ltd.
2-1-6, Tsukuda, Chuo-ku, Tokyo, JapanNOTICE OF
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We would like to notify you of the 21st Annual General Meeting of Shareholders of Sumitomo Mitsui Construction
Co., Ltd. (the “Company”). The meeting will be held for the purposes as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic provision. The
Company is posting the matters subject to measures for electronic provision as the “NOTICE OF THE ANNUAL
GENERAL MEETING OF SHAREHOLDERS (including “matters omitted in the documents delivered in a paperform”)” on the following website on the Internet.
The Company’s website: https://www.smcon.co.jp/investor/stock-information/generalmeeting/In addition to the above, the information is also available on the following website on the Internet.
Tokyo Stock Exchange website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Please search by “Issue name” (Sumitomo Mitsui Construction) or “Code” (1821), and select “Basic information”
and then “Documents for public inspection/PR information” to confirm the details.)
If you agree to exercise your voting rights in advance, please review the Reference Documents for the General
Meeting of Shareholders, which are stated in the matters subject to measures for electronic provision, and exercise
your voting rights by 5:45 p.m. on Wednesday, June 26, 2024, Japan time.
1. Date and Time:
2. Place:

Thursday, June 27, 2024 at 10:00 a.m. Japan time
Corporate Headquarters (Conference room on the 2nd floor) located at
2-1-6, Tsukuda, Chuo-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, the Consolidated Financial Statements for theCompany’s 21st Fiscal Year (April 1, 2023 - March 31, 2024) and results ofaudits by the Accounting Auditor and the Audit & Supervisory Board of theConsolidated Financial Statements
2. The Non-consolidated Financial Statements for the Company’s 21st Fiscal
Year (April 1, 2023 - March 31, 2024)

Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of 9 Directors
Proposal 3:
Election of 2 Audit & Supervisory Board Members

●
●

●
●

Should the matters subject to measures for electronic provision require revisions, the contents of the revision
will be posted on each website on which they are posted.
As the following matters, among the matters subject to measures for electronic provision, are posted on the
Company’s website pursuant to provisions of laws and regulations as well as Article 13-2 of the Articles ofIncorporation, they are not presented in the documents that we are delivering to our shareholders.
Necessary systems to ensure appropriate operations and operation status of the systems in the Business Report
The Consolidated Statement of Changes in Net Assets and the Notes to the Consolidated Financial Statements
The Statement of Changes in Net Assets and the Notes to the Non-consolidated Financial Statements
The Company’s website: https://www.smcon.co.jp/investor/stock-information/generalmeeting/Tokyo Stock Exchange website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show●

Response to the Electronic Provision System
From the 21st Annual General Meeting of Shareholders, the Company will, in principle, deliver the documents
for the general meeting of shareholders (Reference Documents for the General Meeting of Shareholders,Business Report, Audit Reports, Non-consolidated Financial Statements, and Consolidated Financial
Statements) via the Company’s website and will deliver the written summary of the documents for the general
meeting of shareholders to shareholders (except shareholders who have requested for the delivery of the
documents in a paper form beforehand).
We request shareholders who wish to receive such documents for the general meeting of shareholders in apaper form as before to visit the following website and make such request.
<Instructions on requesting for the delivery of the documents for the general meeting of shareholders in apaper form>
https://www.smcon.co.jp/investor/stock-information/stock-meeting-materials/●

To shareholders with disabilities
If you have any physical problem and need our assistance when attending the General Meeting of
Shareholders, please feel free to contact us by phone in advance.
<Contact of the Company>
General Affairs Department, Administration Division, Sumitomo Mitsui Construction Co., Ltd.
Telephone: 03-4582-3022(available from 8:45 a.m. to 5:45 p.m. weekdays. Japan time)Instructions on Exercising Voting Rights
If Attending the General Meeting of Shareholders
Date and time of the Meeting: Thursday, June 27, 2024, at 10:00 a.m. Japan time
Please hand in the enclosed Voting Rights Exercise Form at the reception desk on arrival at the Meeting.
▪ If exercising voting rights via proxy, one (1) other shareholder with voting rights may attend the General Meeting of Shareholders
as your proxy. In this case, please submit documentation to the Company proving the right to represent, such as the power ofattorney. (Non-shareholding proxies, accompanying persons or anyone else who is not a shareholder may not attend the General
Meeting of Shareholders.)

If Not Attending the General Meeting of Shareholders
Deadline for exercising voting rights: Wednesday, June 26, 2024, 5:45 p.m. Japan time
By MailPlease indicate whether you approve or disapprove of each proposal on the enclosed Voting Rights Exercise Formand return by mail.
By the Internet
Please indicate whether you approve or disapprove of each proposal on the voting rights exercise website
designated by the Company: https://www.web54.net/
Please see the next page for details.
If exercising voting rights by mobile phone or smartphone, etc., it is also
possible to use a barcode reader to scan the “QR Code®” shown to the rightto access the voting rights exercise website.
(QR Code is a registered trademark of DENSO WAVE CORPORATION)▪ If there is no indication of approval or disapproval for each proposal on the Voting Rights Exercise Form, it shall be deemed as anindication of approval.
▪ If you exercise your voting rights twice, such as by writing and Internet, etc., only the later vote arriving at the Company will beconsidered a valid exercise of voting rights, and if they arrive on the same day, the vote cast through the Internet, etc., will bedeemed valid.
▪ If you exercise your voting rights multiple times via the Internet, etc., only the latest vote shall be deemed valid.

Instructions for Exercise of Voting Rights via the Internet, etc.
If exercising voting rights via the Internet, it is possible only by accessing the following voting rights exercise website
designated by the Company.
1. Access the Voting Rights Exercise Website
The voting rights exercise website: https://www.web54.net/
If using a mobile phone or smartphone, etc., it is also
possible to scan the “QR Code®” indicated on theright of the Voting Rights Exercise Form to access thevoting rights exercise website.
(QR Code is a registered trademark of DENSO WAVE CORPORATION)

2. LoginEnter the “Voting rights exercise code” indicated on the bottom left of your Voting Rights Exercise Form.
3. Enter Password
Enter the “Password” indicated on the bottom left of your Voting Rights Exercise Form.
Then follow the instructions on screen.
For inquiries regarding the use of the voting rights exercise website:
Sumitomo Mitsui Trust Bank, Limited
Stock Transfer Agency Web Support Dedicated Hotline[Telephone] 0120-652-031 (9 a.m. to 9 p.m. Japan time)
About the Password▪ The password is a means of verifying whether or not the person exercising voting rights is a legitimate
shareholder.
Please store this password carefully until the end of this General Meeting of Shareholders.
▪ The Company shall not respond to inquiries regarding passwords by telephone.
▪ Incorrectly inputting the password more than a certain number of times will lock it and disable it. To
request reissuance of your password, please follow the on-screen instructions.
About the Voting Rights Exercise Platform
Institutional investors may utilize the Voting Rights Exercise Platform operated by ICJ, Inc.

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:
Appropriation of Surplus
Concerning the appropriation of surplus, the Company proposes the following.
 Matters concerning year-end dividends
The Company seeks to strengthen its financial standing and increase its internal reserves in preparation for
future business expansion while maintaining a stable dividend policy, and determines dividend distribution bytaking comprehensive account of trends in business results as well as the future management environment.
Based on the above policy, upon consideration of the business performance, etc. in the future, the Company
proposes the following for the year-end dividend for the 21st fiscal year.
(1) Dividend asset typeCash(2) Matters concerning distribution of dividends to shareholders and the total amount
Taking comprehensive account of the state of the Company such as the business results for the current fiscal
year, the future management environment, and prospect for future business performance, the Company
proposes a year-end dividend of 14 yen per share.
In this case, the total amount of dividend will be 2,193,965,354 yen.
(3) Date on which the dividend of surplus becomes effective
June 28, 2024

Proposal 2:

Election of 9 Directors

The terms of office of all Directors (9 persons) will expire at the end of this Annual General Meeting of
Shareholders. Accordingly, the Company proposes to elect 9 Directors.
The candidates are as follows. From the viewpoint that the Company is a comprehensive construction company
mainly in the civil engineering business and building construction business in Japan and overseas, the Company setsa basic policy to form a well-balanced Board of Directors comprising persons with adequate knowledge regarding
both businesses, as well as persons with expertise in governance, fund procurement, and corporate management inconsideration of diversity such as gender equality and internationality. Furthermore, to enhance the supervision of theCompany’s management by the Board of Directors from an independent and objective standpoint, the majority of
Directors are Outside Directors.
The Nomination and Compensation Advisory Committee, a majority of whose members are Independent Outside
Directors and Outside Audit & Supervisory Board Members (part-time), discussed and judged the policy for selecting
candidates for Directors and the proposal of actual candidates, and the Board of Directors made a decision on them.
In addition, if this Proposal is approved as proposed and the candidates assume the positions of Directors, 5 of thetotal number of 9 Directors shall be Independent Directors as stipulated in Article 436-2 of the Securities Listing
Regulations of the Tokyo Stock Exchange.

No.

Name

Attribution

Position1

Reappointment

ToshioShibata

Male

Representative
Director, President

2

Reappointment

Takeshi
SagaraMale

Director,
Senior Managing
Executive Officer

3

New Candidate

Male

4

New Candidate

Yoshihiko
Taira
TakashiYuiManaging
Executive Officer
Managing
Executive Officer

5

Reappointment

Sakio
Sasamoto

OutsideMale

6

Reappointment

TakashiUchinoIndependent
Director

7

New Candidate

Nobuo
Kawahashi

Division Director, Safety,
Environment & Production
Management Division
Chief Officer, Construction
Committee Meeting of Building
Project
Division Director, Civil Engineering
Division
Division Director, Corporate Planning
Division
Senior Manager, DX (Digitaltransformation) Promotion

Director

18 out of 19
times(94.7%)

Director

14 out of 15
times(93.3%)

Independent
Director
Male
OutsideResponsibilities

Attendanceat Board of
Directors
Meetings
19 out of 19
times(100%)
19 out of 19
times(100%)

Male
OutsideIndependent
Director

8

New Candidate

SusumuNibuyaMale
OutsideIndependent
Director

9

New Candidate

Mami
Yamashita

Male
OutsideIndependent
DirectorFemale(Note) Mr. Takashi Uchino’s attendance at Board of Directors Meetings is the one after he assumed office as Director.

No.

Name
(Date of birth)2

Number ofshares of theCompany held

Joined Mitsui Construction Co., Ltd.
Civil Engineering Designing Department No.2, Civil Engineering
Administration Department, Civil Engineering Business Division of
the Company
General Manager, Civil Engineering Technical Consulting[Reappointment]
April 2012
Department, Civil Engineering Division[Male]
Executive Officer
April 201873,249General Manager, Tokyo Civil Engineering Branch
Attendance at Board April 2019
Managing Executive Officer, Division Director, Civil Engineeringof Directors Meetings April 2020
Division
during fiscal 2023:
Director
June 2020
19 out of 19 times
Representative Director, Senior Managing Executive Officer
April 2022
(100%)
Representative Director (to present), President (to present)
April 2024
Reasons for selection as a candidate for Director
Since joining the Company, Mr. Toshio Shibata has accumulated a wealth of experience from holding important posts in the civilengineering section and made excellent achievements in the section. Since April 2024 , as top management, he has responded tochanges in management environment in a quick and appropriate manner, and is working on further increasing corporate value of
the Company through its sustainable growth and transformation. Therefore, the Company has judged it appropriate to renominate
him as a candidate for Director.
Joined Mitsui Construction Co., Ltd.
April 1981
Construction Site Manager, Tokyo Building Construction Branch of
April 2003
the Company
General Manager, Building Construction Department, Kyushu
Takeshi Sagara
July 2007
Branch(September 8, 1957)
General Manager, Kyushu Branch
April 2012
Executive Officer
April 2013
[Reappointment]
Managing Executive Officer
April 2015
[Male]Overall in charge of Construction, Building Construction Division
72,627
Division Director, Production Management Division
April 2016
Attendance at Board
Senior Managing Executive Officer (to present)
April 2019of Directors Meetings
Division Director, Safety, Environment & Production Management
during fiscal 2023:
Division
19 out of 19 times
Division Director, Safety, Environment & Production Management
April 2021
Division (to present)(100%)
Director (to present)
June 2021
Chief Officer, Construction Committee Meeting of Building Project
April 2023
(to present)
Reasons for selection as a candidate for Director
Since joining the Company, Mr. Takeshi Sagara has accumulated a wealth of experience from holding important posts in thebuilding construction and production management sections. Currently, he is adequately fulfilling his responsibilities as Division
Director of Safety, Environment & Production Management Division and Chief Officer, Construction Committee Meeting of
Building Project. Therefore, the Company has judged it appropriate to renominate him as a candidate for Director.
Toshio Shibata(December 8, 1962)

1

Past experience, positions, responsibilities
and concurrent positions
April 1985
April 2003

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and concurrent positions

Joined Sumitomo Construction Co., Ltd.
Chief, Design Technology Section, PC Design Department, Civil
Engineering Division of the Company
General Manager, Civil Engineering Design Department, Civil
April 2012
Engineering Division
Yoshihiko Taira
Construction Site Manager, Tohoku Branch
March 2016
(September 13, 1965) April 2019
General Manager, Shikoku Branch
26,854
Executive Officer
April 2021
[New Candidate]
Managing Executive Officer (to present)
April 2022
Deputy Division Director, Civil Engineering Division (in charge of[Male]PC Sales) and Overall in charge of Design
Deputy Division Director, Civil Engineering Division, Overall in
April 2023
charge of Marketing (in charge of PC Sales) and Overall in charge of
DesignDivision Director, Civil Engineering Division (to present)
April 2024
Reasons for selection as a candidate for Director
Since joining the Company, Mr. Yoshihiko Taira has accumulated a wealth of experience from holding important posts in thecivil engineering section. While he has made excellent achievements, using his sophisticated expertise and management
capability, currently he is adequately fulfilling his responsibilities as Division Director of Civil Engineering Division. Therefore,
the Company has judged it appropriate to nominate him as a candidate for Director.
Joined Mitsui Construction Co., Ltd.
April 1990
Chief, Civil Engineering Outsourcing Section, Procurement
June 2005
Department, Tokyo Branch of the Company
Chief, Materials Section, Procurement Department, Tokyo Branch
April 2006
General Manager, Civil Engineering Marketing Administration
July 2016
Department, Civil Engineering Division
Takashi Yui
General Manager, Corporate Planning Department
April 2019
(September 28, 1967) April 2021
Assistant Division Director, Corporate Planning Division and
18,525General Manager, Corporate Planning Department
Executive Officer[New Candidate]
Deputy Division Director, Corporate Planning Division (in charge of[Male]
April 2022
Corporate Planning Department and Affiliated Business Department)
and General Manager, Corporate Planning Department
Division Director, Corporate Planning Division (to present) and
April 2023
Senior Manager in charge of DX (Digital Transformation) Promotion(to present)
Managing Executive Officer (to present)
April 2024
Reasons for selection as a candidate for Director
Mr. Takashi Yui has experienced business in corporate planning sections as well as civil engineering and procurement sections
and has not only expertise but an excellent sense of balance and analytical capability. Currently, he is adequately fulfilling his
responsibilities as Division Director of Corporate Planning Division. Therefore, the Company has judged it appropriate tonominate him as a candidate for Director.
April 1988
June 2005

3

4

Number ofshares of theCompany held

No.

Name
(Date of birth)

Number ofshares of theCompany held

Joined Nippon Kokan Corporation
General Manager, Real Estate Dept.
General Manager, Legal & General Administration Dept.
April 2001
Executive Assistant, General Administration and Legal Division,[Reappointment]
April 2003
JFE Holdings, Inc.
[Candidate for Outside
Vice President, General Manager, General Administration and Legal
April
2005
Director]
Division[Candidate forVice President, General Manager, General Administration Dept.
August 2005
Independent Director]
0
Senior Vice President
April 2008
[Male]
Representative Director, President and CEO, JFE LIFE
June 2009
CORPORATION
Attendance at Board June 2012
Audit & Supervisory Board Member, JFE Holdings, Inc.
of Directors Meetings June 2016
Outside Director of the Company (to present)
during fiscal 2023: [Significant concurrent positions]
18 out of 19 times (94.7%)
1. Reasons for selection as candidate for Outside Director and a summary of expected roles
1) Mr. Sakio Sasamoto is a candidate for Outside Director as stipulated by Item 7 for Clause 3 of Article 2, of theOrdinance for Enforcement of the Companies Act.
2) Mr. Sakio Sasamoto has been selected as a candidate for Outside Director as the Company wishes to have him continue
to exercise his wide range of experience regarding management of the Company. Furthermore, during his tenure as
Outside Director, he has been adequately fulfilling his responsibilities as Director of the Company, and as stated in (4.
Matters regarding Officers (6) Matters regarding Outside Officers 3) Main Activities for the Fiscal Year Under Review)of the Business Report for the 21st fiscal year (available in Japanese only), he is appropriately fulfilling his
responsibilities during the fiscal year under review as well. Therefore, the Company has judged that he will continue toappropriately fulfill the responsibilities of Outside Director.
3) In addition to 2) above, he is also expected to supervise the Company’s management as a member of the Nomination
and Compensation Advisory Committee, through involvement in matters such as the organization of board members
and their compensation structure.
2. Independence qualification of candidate for Outside Director
Mr. Sakio Sasamoto has served for many years at JFE Holdings Group (retired in June 2016 from all the positions of theGroup), which has transactional relationships with the Company, but the amount of business between the Group and the saidgroup is less than 1% of annual consolidated net sales of the Group and the said group, on average over the most recent three
years. The Company has judged that he does not have a possibility of conflicts of interest with general shareholders andpossesses adequate independence, and has thereby registered him as an Independent Director with the Tokyo Stock
Exchange, as stipulated in Article 436-2 of the Securities Listing Regulations. If he is reelected as Director and appointed
Outside Director, the Company plans to maintain his registration as an Independent Director.
3. Number of years since the candidate for Outside Director assumed office as Outside Director of the Company
The term of retention of Mr. Sakio Sasamoto as Outside Director will be 8 years at the close of this General Meeting.
April 1974
Sakio Sasamoto(December 24, 1950) December 1999

5

Past experience, positions, responsibilities
and concurrent positions

Name(Date of birth)

No.

Past experience, positions, responsibilities
and concurrent positions

Number ofshares of theCompany held

April 1982
Takashi Uchino(November 17, 1951)
April 1989

Full-Time Lecturer, Department of Management, Faculty of
Economics, Gakushuin University
Associate Professor, Department of Management, Faculty of
Economics, Gakushuin University[Reappointment]
April 1990
Professor, Department of Management, Faculty of Economics,[Candidate for Outside
Gakushuin University
Director]
April 1992
General Manager, Corporate Planning Division, The Gakushuin[Candidate for
School Corporation
Independent Director] June 2013
Outside Director, KANDENKO CO., LTD.
[Male]
October 2013
Representative Director, Institute Of Management Studies, Japan (topresent)
Professor emeritus, Gakushuin University (to present)
Attendance at Board April 2019
Director of the Company (to present)of Directors Meetings June 2023
[Significant
concurrent
positions]
during fiscal 2023:
・Representative
Director,
Institute Of Management Studies, Japan
14 out of 15 times(93.3%)
Reasons for selection as candidate for Outside Director and a summary of expected roles
1) Mr. Takashi Uchino is a candidate for Outside Director as stipulated by Item 7 for Clause 3 of Article 2, of theOrdinance for Enforcement of the Companies Act.
2) The Company believes that Mr. Takashi Uchino can apply his sophisticated expertise and a wide range of insights,
which he has developed as a university professor and expert in management, to the enhancement of the Company’sfunction of supervising corporate management and to the overall management of the Company. Therefore, theCompany has judged it appropriate to renominate him as a candidate for Outside Director. Furthermore, during his
tenure as Outside Director, he has been adequately fulfilling his responsibilities as Director of the Company, and as
stated in (4. Matters regarding Officers (6) Matters regarding Outside Officers 3) Main Activities for the Fiscal Year
Under Review) of the Business Report for the 21st fiscal year (available in Japanese only), he is appropriately fulfilling
his responsibilities during the fiscal year under review as well. Therefore, the Company has judged that he will continue
to appropriately fulfill the responsibilities of Outside Director.
3) In addition to 2) above, he is also expected to supervise the Company’s management as a member of the Nomination
and Compensation Advisory Committee, through involvement in matters such as the organization of board members
and their compensation structure.
2. Independence qualification of candidate for Outside Director
Mr. Takashi Uchino currently serves as Representative Director of Institute Of Management Studies, Japan. Mr. Takashi
Uchino and the said organization have transactional relationships, etc. with the Company, where the Company consigns theservices such as employee training. The Company pays fees, etc. to them based on such relationships. The amount of thefees, etc. is less than 1 million yen for each of the most recent three years. The annual amount that the Company pays to thesaid organization is less than 2% of net sales of the organization, on average over the most recent three years. After he wasappointed Director, the Company has had no transactional relationships with him or the said organization. The Company has
judged that he does not have a possibility of conflicts of interest with general shareholders and possesses adequate
independence, and has thereby registered him as an Independent Director with the Tokyo Stock Exchange, as stipulated in
Article 436-2 of the Securities Listing Regulations. If he is reelected as Director and appointed Outside Director, theCompany plans to maintain his registration as an Independent Director.
3. Number of years since the candidate for Outside Director assumed office as Outside Director of the Company
The term of retention of Mr. Takashi Uchino as Outside Director will be 1 year at the close of this General Meeting.
1.

6

0

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and concurrent positions
April 1981
June 2008

7

Number ofshares of theCompany held

Joined Japan Synthetic Rubber Co., Ltd.
Officer, General Manager, Display Material Business Division, JSR
Corporation
June 2009
Officer, General Manager, Electronic Materials DivisionNobuo Kawahashi
January 2010
Officer, JSR Corporation, Director and President, JSR Micro Korea(July 23, 1956)
Co., Ltd.
June
2011
Senior Officer, JSR Corporation, Director and President, JSR Micro[New Candidate]
Korea Co., Ltd.
[Candidate for Outside
April 2014
Senior Officer, General Manager, Research and Development0
Director]
Division[Candidate forJune 2016
Director and Managing Officer
Independent Director] June 2017
Director and Executive Managing Officer[Male]
June 2019
Representative Director and President, COO and CTO
June 2020
Representative Director and President and COO
June 2023
Executive Advisor (scheduled to retire in June 2024)[Significant concurrent positions]
1. Reasons for selection as candidate for Outside Director and a summary of expected roles
1) Mr. Nobuo Kawahashi is a candidate for Outside Director as stipulated by Item 7 for Clause 3 of Article 2, of theOrdinance for Enforcement of the Companies Act.
2) The Company believes that Mr. Nobuo Kawahashi can apply a wealth of his experience as top management of acompany and a wide range of insights into corporate management and the fields of technology and international
business to the enhancement of the Company’s function of supervising corporate management and to the overallmanagement of the Company. Therefore, the Company has judged it appropriate to nominate him as a candidate for
Outside Director.
3) In addition to 2) above, he is also expected to supervise the Company’s management as a member of the Nomination
and Compensation Advisory Committee, through involvement in matters such as the organization of board members
and their compensation structure.
2. Independence qualification of candidate for Outside Director
Mr. Nobuo Kawahashi is currently serving as Executive Advisor to JSR Corporation (scheduled to retire in June 2024). In
view of the fact that no transactions exist between the Group and the said company’s group, the Company has judged that hedoes not have a possibility of conflicts of interest with general shareholders and possesses adequate independence, and plansto register him as an Independent Director with the Tokyo Stock Exchange, as stipulated in Article 436-2 of the Securities
Listing Regulations if he is elected as Director and appointed Outside Director.

No.

Name
(Date of birth)
April 1982
June 2008
Susumu Nibuya
June 2011(November 22, 1959) April 2013

8

Past experience, positions, responsibilities
and concurrent positions

Number ofshares of theCompany held

Joined Idemitsu Kosan Co., Ltd.
Managing Director, Idemitsu Engineering Co., Ltd.
General Manager, Internal Audit Office, Idemitsu Kosan Co., Ltd.
Executive Officer, General Manager, Corporate Planning
Department[New Candidate]June 2015
Director, General Manager, Corporate Planning Department
Managing Director[Candidate for Outside June 20170April 2019
Executive Vice President, Executive Officer
Director]
June 2020
Representative Director, Executive Vice President[Candidate for
June
2022
Representative Director, Executive Vice President and Chief
Independent Director]
Operating Officer (scheduled to retire in June 2024)[Male][Significant concurrent positions]・ Executive Fellow, Idemitsu Kosan Co., Ltd. (scheduled to assume office in June 2024)
1. Reasons for selection as candidate for Outside Director and a summary of expected roles
1) Mr. Susumu Nibuya is a candidate for Outside Director as stipulated by Item 7 for Clause 3 of Article 2, of theOrdinance for Enforcement of the Companies Act.
2) The Company believes that Mr. Susumu Nibuya can apply a wide range of insights into corporate management and his
knowledge on the promotion of D&I (diversity & inclusion) to the enhancement of the Company’s function ofsupervising corporate management and to the overall management of the Company. Therefore, the Company has
judged it appropriate to nominate him as a candidate for Outside Director.
3) In addition to 2) above, he is also expected to supervise the Company’s management as a member of the Nomination
and Compensation Advisory Committee, through involvement in matters such as the organization of board members
and their compensation structure.
2. Independence qualification of candidate for Outside Director
Mr. Susumu Nibuya is currently serving as Representative Director, Executive Vice President and Chief Operating Officer
of Idemitsu Kosan Co., Ltd. He is scheduled to retire as the said position in June 2024 and serve as Executive Fellow of thecompany after his retirement. In view of the fact that no transactions exist between the Group and the said company’sgroup, the Company has judged that he does not have a possibility of conflicts of interest with general shareholders andpossesses adequate independence, and plans to register him as an Independent Director with the Tokyo Stock Exchange, as
stipulated in Article 436-2 of the Securities Listing Regulations if he is elected as Director and appointed Outside Director.

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and concurrent positions
April 2001
August 2006

Number ofshares of theCompany held

Joined NEC Corporation
In charge of Credit Sales, Credit Sales Division, JPMorgan
Mami Yamashita
Securities
Japan Co., Ltd.
(May 23, 1978)
November 2007
Group Manager, Business Promotion Department, The Risk Data
Bank of Japan, Limited[New Candidate]
December 2013
Representative Director, Kokoruku, Inc. (to present)[Candidate for Outside June 20180
Outside Director, HONDA TSUSHIN KOGYO CO., LTD.
Director]
May 2022
Outside Director, AEON Fantasy Co., Ltd. (to present)[Candidate for[Significant concurrent positions]
Independent Director] ・ Representative Director, Kokoruku, Inc.
[Female]・ Outside Director, AEON Fantasy Co., Ltd.
・ Outside Director, NAC CO., LTD. (scheduled to assume office in June 2024)
1. Reasons for selection as candidate for Outside Director and a summary of expected roles
1) Ms. Mami Yamashita is a candidate for Outside Director as stipulated by Item 7 for Clause 3 of Article 2, of theOrdinance for Enforcement of the Companies Act.
2) The Company believes that Ms. Mami Yamashita can apply her wealth of knowledge and experience in the creation ofstart-ups and corporate management as well as a wide range of insights into new businesses, risk management,
9sustainability and the promotion of D&I (diversity & inclusion) to the enhancement of the Company’s function ofsupervising corporate management and to the overall management of the Company. Therefore, the Company has
judged it appropriate to nominate her as a candidate for Outside Director.
3) In addition to 2) above, she is also expected to supervise the Company’s management as a member of the Nomination
and Compensation Advisory Committee, through involvement in matters such as the organization of board members
and their compensation structure.
2. Independence qualification of candidate for Outside Director
Ms. Mami Yamashita is currently serving as Representative Director of Kokoruku, Inc. and Outside Director of AEON
Fantasy Co., Ltd., both of which have no transactional relationships with the Group. Transactional relationships exist
between the Group and the group companies of AEON Co., Ltd. which is the parent company of AEON Fantasy Co., Ltd.
However, the amount of transactions is less than 1% of annual consolidated net sales of the Group, on average over the mostrecent three years. She is scheduled to be elected as Outside Director and assume the said position at the annual general
meeting of shareholders of NAC CO., LTD. on June 27, 2024, but no transactional relationships exist between the Groupand the said company’s group. Therefore, the Company has judged that she does not have a possibility of conflicts ofinterest with general shareholders and possesses adequate independence, and plans to register her as an Independent
Director with the Tokyo Stock Exchange, as stipulated in Article 436-2 of the Securities Listing Regulations if she is elected
as Director and appointed Outside Director.
(Notes) 1. As stated in the above “2. Independence qualification of candidate for Outside Director,” the Company has had a small
amount of transactions with Mr. Takashi Uchino and Institute Of Management Studies, Japan in which he serves as
Representative Director, and a group company of AEON Co., Ltd. which is the parent company of AEON Fantasy Co., Ltd.
in which Ms. Mami Yamashita is serving as Outside Director, over the most recent three years. There are no special interests
between other candidates and the Company.
2. Mr. Sakio Sasamoto and Mr. Takashi Uchino have respectively concluded an agreement to limit liability of Clause 1 of
Article 423 of the Companies Act with the Company, and the ceiling of the indemnity based on aforementioned agreement
shall be the minimum amount stipulated by laws and regulations. If they are reelected as Directors and appointed Outside
Directors, the Company plans to keep the above liability limitation agreement with each of them. If Mr. Nobuo Kawahashi,
Mr. Susumu Nibuya and Ms. Mami Yamashita are elected as Directors and appointed Outside Directors, the Company plans
to conclude the same liability limitation agreement with them.
3. The Company has concluded a directors and officers liability insurance contract with an insurance company. The insurance
contract covers compensation for damages and litigation costs that may be incurred by the insured when any claim fordamages is filed against it for its act made on the basis of its position as the Company’s Director or Officer. All of thecandidates to be reappointed and Mr. Yoshihiko Taira and Mr. Takashi Yui, who are new candidates and Executive Officers of
the Company, are already insured and will continue to be insured under the insurance contract after their appointment. Mr.
Nobuo Kawahashi, Mr. Susumu Nibuya and Ms. Mami Yamashita, new candidates, will be insured under the insurance
contract, once they are appointed. In addition, the Company plans to renew the contract with same contents at the time of thenext renewal.

Proposal 3:

Election of 2 Audit & Supervisory Board Members

The terms of office of Audit & Supervisory Board Members, Mr. Yoshiyuki Kato and Mr. Aizou Murakami will
expire at the conclusion of this Annual General Meeting of Shareholders. Accordingly, the election of 2 Audit &Supervisory Board Members is proposed.
The candidates for Audit & Supervisory Board Members are as follows.
The Nomination and Compensation Advisory Committee, a majority of whose members are Independent Outside
Directors and Outside Audit & Supervisory Board Members (part-time), discussed and judged the policy for selecting
candidates for Audit & Supervisory Board Members and the proposal of actual candidates and the Board of Directors
made a decision on them. The Audit & Supervisory Board has previously given its approval to this proposal.
No.

Name
(Date of birth)

Past experience, positions
and concurrent positions
April 1988
April 2011
June 2012

1

Number ofshares of theCompany held

Joined Sumitomo Trust and Banking Co., Ltd.
General Manager, Konandai Branch
General Manager, Yokosuka Branch, Sumitomo Mitsui Trust Bank,
Takashi Kaede
Limited(May 21, 1964)
November 2013
Deputy General Manager, Umeda Branch and Deputy General
Manager, Hankyu Umeda Branch[New Candidate]
April 2015
General Manager, Shinjuku-Nishiguchi Branch[Candidate for Outside October 2015
General Manager, Shinjuku-Nishiguchi Branch and General
Manager, Shinjuku Branch
Audit & Supervisory
0
April 2018
General Manager, Sendai Branch
Board Member]
October
2018
Administrator
andGeneralManager,
Sendai
Branch[Candidate forSpecial Administrator in charge of Human Resources Department,
Independent Audit & April 2020
Sumitomo Mitsui Trust Holding, Inc.
Supervisory Board
Special Administrator in charge of Human Resources Department,
Member]Sumitomo Mitsui Trust Bank, Limited (schedule to retire in June
[Male]
2024)[Significant concurrent positions]
1. Reasons for selection as candidate for Outside Audit & Supervisory Board Member
1)
Mr. Takashi Kaede is a candidate for Outside Audit & Supervisory Board Member as stipulated by Item 8 for Clause 3of Article 2, of the Ordinance for Enforcement of the Companies Act.
2)
The Company believes that Mr. Takashi Kaede can apply his wide range of insights into the management oforganizations and a wealth of business experience in operations related to human resources by holding important posts
such as the General Manager of branches of Sumitomo Mitsui Trust Bank, Limited to strengthen the structure of audit
by the Audit & Supervisory Board of the Company. Therefore, the Company proposes to nominate him as a candidate
for Outside Audit & Supervisory Board Member. For the reason above, the Company judges that he will appropriately
fulfill the responsibilities of Outside Audit & Supervisory Board Member.
2. Independence qualification of candidate for Outside Audit & Supervisory Board Member
Mr. Takashi Kaede is currently working at Sumitomo Mitsui Trust Bank, Limited, one of the Company’s main banks(scheduled to retire in June 2024), but the amount that the Group has borrowed from the said bank group is less than 3% ofconsolidated total assets of the Company on average over the most recent three years. The Company has judged that he does
not have a possibility of conflicts of interest with general shareholders and possesses adequate independence, and plans toregister him as an Independent Audit & Supervisory Board Member with the Tokyo Stock Exchange, as stipulated in Article
436-2 of the Securities Listing Regulations if he is elected as Audit & Supervisory Board Member and appointed Outside
Audit & Supervisory Board Member.

No.

Name
(Date of birth)

Past experience, positions
and concurrent positions
April 1990
April 2000
October 2013
April 2016
April 2017

Number ofshares of theCompany held

Registered as Attorney-at-Law
Partner, Tokyo Hatchobori Law Office (to present)Part-time Judge, Tokyo District Court (Civil Conciliation Act)
Conciliation Commissioner, Tokyo Summary Court (to present)
Chairperson of the Administration Committee, Investigatory
Yoshihide Hino
Commission for Housing Disputes, Daini Tokyo Bar Association(August 2, 1962)
April 2018
Housing Dispute Resolution Body Examination Committee
Member , Japan Federation of Bar Associations[New Candidate]
January 2020
Human Rights Volunteer, The Ministry of Justice (to present)[Candidate for Outside
June 2020
Audit & Supervisory Board Member (Outside), NIPPON PISTON
Audit & Supervisory
RING CO., LTD.
0
Board Member]June 2021
Outside Director, Audit & Supervisory Committee Member,[Candidate for
NIPPON PISTON RING CO., LTD.
Independent Audit & June 2021
Housing Dispute Resolution Body Examination Committee
Chairperson Japan Federation of Bar Associations
Supervisory Board
November 2022
Special Committee Member, The Central Committee for Adjustment
Member]of Construction Work Disputes, the Ministry of Land, Infrastructure,[Male]
Transport and Tourism (to present)
April 2024
Auditor, Daini Tokyo Bar Association (to present)
2[Significant concurrent positions]・ Partner, Tokyo Hatchobori Law Office
1. Reasons for selection as candidate for Outside Audit & Supervisory Board Member
1) Mr. Yoshihide Hino is a candidate for Outside Audit & Supervisory Board Member as stipulated by Item 8 for Clause 3of Article 2, of the Ordinance for Enforcement of the Companies Act.
2) The Company believes that Mr. Yoshihide Hino has expertise as an attorney and he can apply his experience of holding
public posts, using a wealth of knowledge on laws and regulations related to construction and real estate to strengthen
the structure of audit by the Audit & Supervisory Board of the Company. Therefore, the Company proposes tonominate him as a candidate for Outside Audit & Supervisory Board Member. For the reason above, the Company
judges that he will appropriately fulfill the responsibilities of Outside Audit & Supervisory Board Member.
2. Independence qualification of candidate for Outside Audit & Supervisory Board Member
In view of the fact that no transactions exist between the Company and Tokyo Hatchobori Law Office in which Mr.
Yoshihide Hino serves as Partner and Attorney-at-Law, the Company has judged that he does not have a possibility ofconflicts of interest with general shareholders and possesses adequate independence, and plans to register him as an
Independent Audit & Supervisory Board Member with the Tokyo Stock Exchange, as stipulated in Article 436-2 of the
Securities Listing Regulations if he is elected as Audit & Supervisory Board Member and appointed Outside Audit &Supervisory Board Member.
(Notes) 1. There are no special interests between each candidate and the Company.
2. In order to ensure that the Company can appoint or invite competent persons to serve as Audit & Supervisory Board
Members, the Company, in the Articles of Incorporation, stipulates that it may enter into an agreement to limit the liability of
Audit & Supervisory Board Members to the Company. Based on the stipulation, if Mr. Takashi Kaede and Mr. Yoshihide
Hino are elected as Audit & Supervisory Board Members and appointed Outside Audit & Supervisory Board Members, theCompany plans to conclude an agreement with them to limit liability of Clause 1 of Article 423 of the Companies Act, andthe ceiling of the indemnity based on aforementioned agreement shall be the minimum amount stipulated by laws andregulations.
3. The Company has concluded a directors and officers liability insurance contract with an insurance company. The insurance
contract covers compensation for damages and litigation costs that may be incurred by the insured when any claim fordamages is filed against it for its act made on the basis of its position as the Company’s Director or Officer. Mr. Takashi
Kaede and Mr. Yoshihide Hino, new candidates, will be insured under the insurance contract, once they are appointed. In
addition, the Company plans to renew the contract with same contents at the time of the next renewal.

(Reference) Composition of the Board of Directors and Skills Matrix
Expected skills
Name

Attribution

Position

Corporate
management

Sales andmarketingTechnology
and IT[Male]

Representative
Director,
President●●●

Takeshi
Sagara[Male]

Director
SeniorManaging
Executive
Officer●●●

Yoshihiko
Taira[Male]

Director,
Managing
Executive
Officer●●[Male]

Director,
Managing
Executive
Officer●

Director●

Director●

Director●

Director●

Director●

ToshioShibataTakashi Yui●

Finance andaccounting

Riskmanagement,compliance,
and auditing

Globalcompetence

Sustainability

D&I
promotion andhuman
resource
development

●

●

●

●

●

[Outside Director]

Sakio
Sasamoto[Independent
Director]●●●[Male][Outside Director]

TakashiUchino[Independent
Director]●●●[Male][Outside Director]

Nobuo
Kawahashi[Independent
Director]●●●[Male][Outside Director]

SusumuNibuya[Independent
Director]●●●[Male][Outside Director]

Mami
Yamashita[Independent
Director]●●●[Female]MichioHarada[Male]

Kazushi
Nozawa[Male]

Audit &
Supervisory
Board
MemberAudit &
Supervisory
Board
Member

●

●

●

●

●

●

[Outside Audit &Supervisory Board
Member]Takashi
Kaede[Independent
Audit &
Supervisory Board
Member][Male]

Audit &
Supervisory
Board
Member●Expected skills
Name

Attribution

Position

Corporate
management

Sales andmarketingTechnology
and IT●●●

Finance andaccounting

Riskmanagement,compliance,
and auditing

Globalcompetence

Sustainability

D&I
promotion andhuman
resource
development●●[Outside Audit &Supervisory Board
Member]Harumasa
Kurokawa[Independent
Audit &
Supervisory Board

Audit &
Supervisory
Board
Member●Member][Male][Outside Audit &Supervisory Board
Member]Yoshihide
Hino[Independent
Audit &
Supervisory Board

Audit &
Supervisory
Board
Member●Member][Male](Notes) 1. The above list states four or fewer items of expected skills and does not represent all of the knowledge and experience of each
person.
2. In the above list, skills in terms of global competence, sustainability, and D&I promotion and human resource development are
defined as follows.
Global competence: Knowledge and skills necessary for planning and implementing overseas business strategies, and for
implementing global-specific risk management
Sustainability: Knowledge and skills to reflect action on social sustainability issues (the environment, biodiversity, humanrights, etc.) including SDGs and ESG, in corporate management
D&I promotion and human resource development: Knowledge and skills that can promote D&I (diversity and inclusion),
which is important in future management and business, and that can administer the cultivation and development of humanresources

(Reference) Current State of Strategic Shareholdings
The Company sets a policy of examining the economic rationale and future outlook of each shareholding, such as the
purpose of shareholding and whether the benefits and risks of shareholding is commensurate with the capital cost andreducing shares by selling them, of which holding is thought to be of smaller significance as a result of such examination.
In the Mid-term Management Plan 2022-2024 (revised in May 2023) announced on May 10, 2023, the Company
sets the goals of: reducing the balance of strategic shareholdings by 50% by the end of March 2025 from the end of
March 2023 from a perspective of improving capital efficiency and cash flows; and reducing the ratio of strategic
shareholdings to net assets on a consolidated basis to 20% or less as soon as possible and eventually to 10% or less inthe future.
Based on the policy, the Company sold 30 stocks (18,532 million yen) that it had owned in the fiscal year 2023. As
a result, the ratio of strategic shareholdings to net assets on a consolidated basis was 6.1% as of March 31, 2024,
achieving the goal above earlier than the Company planned. The Company does not own deemed shareholdings.
[Current State of Strategic Shareholdings]
March 31,State of sales
March 31,
Reference
Change2023 (A)(reduction)
2024 (B)(B/A)
Number of stocks
91
30
61
(30)
Market value, Sales amount
19,053
18,532
4,741(14,312)24.9%(million yen)
Consolidated net assets
71,137
77,165
6,028(million yen)
Ratio of strategic
shareholdings to net assets
26.8%
6.1%
(20.7)%(consolidated basis)*Market value as of March 31, 2024 includes increased amount due to fluctuations (increase) in stock price.

End