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.
(Stock Exchange Code 1821)
June 7, 2023
(Commencement date of measures for electronic provision: June 1, 2023)
To Shareholders with Voting Rights:
Shigetoshi Kondo
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 20th 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 paper form”)” 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.)
In order to prevent the spread of the COVID-19 infection, we will hold this General Meeting of Shareholders
after implementing an appropriate selection of preventive measures against infection.
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 28, 2023, Japan time.
1. Date and Time:
2. Place:

Thursday, June 29, 2023 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 20th Fiscal Year (April 1, 2022 - March 31, 2023) 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 20th Fiscal
Year (April 1, 2022 - March 31, 2023)
Proposals to be resolved:

Proposal 1:
Proposal 2:
Proposal 3:

Appropriation of Surplus
Election of 9 Directors
Election of 1 Audit & Supervisory Board Member

●
●

●
●
●
①
②

●
●

Should the matters subject to measures for electronic provision require revisions, the contents of therevision 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 of Incorporation, they are not presented in the documents that we are delivering to ourshareholders.
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
Requests to Shareholders Regarding Measures to Prevent the Spread of COVID-19
Please note that, in order to ensure the health and safety of the other shareholders, we will refuse entry(or request exit from the venue) to those who are confirmed to have a fever, exhibit irregular symptoms,
and those who have been determined to be not fit to attend.
If any developments in the situation surrounding the spread of infection or the content ofannouncements by the Japanese government, etc. result in changes in the venue and/or date and time of
the meeting, or changes in the operation of the meeting, we will post a notification online on the
Company’s website to inform you. We ask that shareholders who plan to attend the meeting be sure tocheck for updated notifications in advance.
The Company’s website: https://www.smcon.co.jp
Response to the Electronic Provision System
With regard to the 20th Annual General Meeting of Shareholders of the Company, we are sending the
documents for the general meeting of shareholders as before, regardless of whether we receive a requestof providing the documents in a paper form or not, as a transitional measure, considering this Meetingis the first general meeting of shareholders following the introduction of the electronic provisionsystem. As for the documents for the general meeting of shareholders to be held in the future, we will
let you know when we have determined a means of delivering the documents.

Instructions on Exercising Voting Rights
If Attending the General Meeting of Shareholders
Date and time of the Meeting: Thursday, June 29, 2023, 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.
In addition, please bring this booklet for reference 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, suchas the power of attorney. (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 28, 2023, 5:45 p.m. Japan time
By MailPlease indicate whether you approve or disapprove of each proposal on the enclosed Voting Rights Exercise
Form and 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 bedeemed as an indication 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 be considered a valid exercise of voting rights, and if they arrive on the same day, the vote cast through the Internet,
etc., will be deemed 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. If using a smartphone, by scanning the “QR Code” indicated on theenclosed Voting Rights Exercise Form, it is not necessary to enter the “Voting rights exercise code” and“Password” for logging-in to the voting rights exercise website for smartphones.
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 alegitimate 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 by taking 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, theCompany proposes the following for the year-end dividend for the 20th fiscal year.
(1) Dividend asset typeCash(2) Matters concerning distribution of dividends to shareholders and the total amountThe Company recorded a major loss due to worsening profitability of domestic large-scaleconstruction works in the fiscal year under review, which has continued from the previous fiscal year.
Accordingly, the Company regrettably proposes a year-end dividend of 14 yen per share, down 6 yen
per share from the previous fiscal year.
In this case, the total amount of dividend will be 2,190,899,284 yen.
(3) Date on which the dividend of surplus becomes effective
June 30, 2023

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 sets a 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, andcorporate management in consideration of diversity such as gender equality and internationality. Furthermore,
to enhance the supervision of the Company’s management by the Board of Directors from an independent andobjective standpoint, the Company revised the composition of the Board of Directors so that the majority ofthe members would be 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 the policy forselecting candidates for Directors and the proposal of actual candidates, and the Board of Directors made adecision on them by giving maximum consideration to the committee’s opinions.
In addition, if this Proposal is approved as proposed and the candidates assume the positions of Directors, 5of the total 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

Shoji
Kimijima

Male

Director, Chairman

2

Reappointment

Shigetoshi
Kondo

Male

Representative
Director, President

3

Reappointment

ToshioShibataMale

4

Reappointment

Takeshi
SagaraMale

Representative
Director,
Senior Managing
Executive Officer
Director,
Senior Managing
Executive Officer

5

Reappointment

Sakio
Sasamoto

Outside6

Reappointment

Jun Sugie

Reappointment

Tamao
Hosokawa

Male
OutsideReappointment

Tsukasa
KawadaFemaleOutsideIndependent
Director

9

New Candidate

TakashiUchinoMale
OutsideIndependent
DirectorMale

17 out of 17
times(100%)

Director

17 out of 17
times(100%)

Director

17 out of 17
times(100%)

Director

17 out of 17
times(100%)

Independent
Director

8

Division Director, Safety,
Environment & Production
Management Division
Chief Officer, Construction
Committee Meeting of Building
Project

16 out of 17
times(94.1%)

Independent
Director

7

Division Director, Civil Engineering
Division

Director

Independent
Director
Male
OutsideResponsibilities

Attendanceat Board of
Directors
Meetings
17 out of 17
times(100%)
17 out of 17
times(100%)
17 out of 17
times(100%)

No.

Name(Date of birth)2

Number ofshares of theCompany held

Joined Sumitomo Construction Co., Ltd.
General Manager, General Affairs Department, Administration
Division
General Manager, General Affairs Department, Global Business
April 2003
Department of the Company[Reappointment]
Executive Officer
April 2011
[Male]
Managing Executive Officer
April 2013
83,797
Division Director, Administration Division
Attendance at Board June 2013
Directorof Directors Meetings April 2016
Senior Managing Executive Officer
during fiscal 2022:
Representative Director
April 201917 out of 17 times
Executive Vice President
Division Director, Administration Division
October 2019(100%)
Director, Chairman (to present)
April 2023
Reasons for selection as a candidate for Director
Since joining the Company, Mr. Shoji Kimijima has accumulated a wealth of experience from holding important posts in thecorporate administration section. After taking up the post of Chairman, he has been working with Mr. Shigetoshi Kondo,
President, to strengthen corporate governance and further enrich the management structure. Based on the fact that he has beenadequately fulfilling his responsibilities, the Company has judged it appropriate to renominate him as a candidate for Director.
Joined The Sumitomo Bank, Limited
April 1988
Senior Credit Officer, Credit Dept.1, Middle Market Banking Unit,
April 2010
Sumitomo Mitsui Banking Corporation
Shigetoshi Kondo
Deputy General Manager, Asakusabashi Corporate Business Office(December 24, 1965) April 2013
General Manager, Nagoya Corporate Solution Center
April 2015
General Manager, Strategic Corporate Business Dept.
[Reappointment]
Senior General Manager
April
2017
[Male]
Senior Manager, Corporate Planning Department and Affiliated84,173Business Department of the Company
Attendance at Board April 2018
Managing Executive Officer
of Directors Meetings
General Manager, Corporate Planning Department
Senior Managing Executive Officer
during fiscal 2022:
April 2019
Director
17 out of 17 times
June 2019
Division Director, Corporate Planning Division(100%)
April 2020
Representative Director (to present), President (to present)
April 2021
Shoji Kimijima(July 29, 1955)

1

Past experience, positions, responsibilities
and significant concurrent positions
April 1979
June 1999

Reasons for selection as a candidate for Director
Starting with the experience from his banking career, Mr. Shigetoshi Kondo has a wealth of experience from holding important
posts in the corporate planning divisions of the Company. He has been working with Mr. Shoji Kimijima, Chairman, tostrengthen corporate governance and further enrich the management structure. Based on the fact that he has been adequately
fulfilling his responsibilities as top manager, the Company has judged it appropriate to renominate him as a candidate for
Director.

No.

3

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Toshio Shibata(December 8, 1962)

April 1985
April 2003

[Reappointment][Male]

April 2012

Attendance at Boardof Directors Meetings
during fiscal 2022:
17 out of 17 times(100%)

April 2018
April 2019
April 2020
June 2020
April 2022

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
Department, Civil Engineering Division
Executive Officer
General Manager, Tokyo Civil Engineering BranchManaging Executive Officer, Division Director, Civil Engineering
Division (to present)
Director
Representative Director (to present), Senior Managing Executive
Officer (to present)

Number ofshares of theCompany held

49,536

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 currently, he is adequately fulfilling his responsibilities as Division Director of Civil Engineering
Division. Therefore, the Company has judged it appropriate to renominate him as a candidate for Director.
Joined Mitsui Construction Co., Ltd.
Construction Site Manager, Tokyo Building Construction Branch of
the Company
General Manager, Building Construction Department, Kyushu
July 2007
Takeshi Sagara
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
54,588Division 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 2022:
Division
17 out of 17 times
Division Director, Safety, Environment & Production Management
April 2021
(100%)
Division (to present)
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.
April 1981
April 2003

4

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Sakio Sasamoto
April 1974
(December 24, 1950) December 1999
[Reappointment][Candidate for Outside
Director][Candidate for
Independent Director][Male]

5

April 2001
April 2003
April 2005
August 2005
April 2008
June 2009

Joined Nippon Kokan Corporation
General Manager, Real Estate Dept.
General Manager, Legal & General Administration Dept.
Executive Assistant, General Administration and Legal Division,
JFE Holdings, Inc.
Vice President, General Manager, General Administration and Legal
Division
Vice President, General Manager, General Administration Dept.
Senior Vice President
Representative Director, President and CEO, JFE LIFE
CORPORATION
Audit & Supervisory Board Member, JFE Holdings, Inc.
Outside Director of the Company (to present)

Number ofshares of theCompany held

0

Attendance at Board
June 2012of Directors Meetings
June 2016
during fiscal 2022:
16 out of 17 times(94.1%)
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 20th 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) The Company believes that he can provide useful remarks and suggestions from an independent and objective
standpoint based on his extensive experience gained through his corporate management career described in 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 theircompensation 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 7 years at the close of this General Meeting.

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1979
July 2007

6

Number ofshares of theCompany held

Joined former Ministry of Finance
Deputy Commissioner, Large Enterprise Examination and Criminal
Investigation Department, National Tax Agency
Jun Sugie
July 2008
Regional Commissioner, Kantoshinetsu Regional Taxation Bureau(June 23, 1956)
July 2009
Deputy Commissioner (International Affairs), Commissioner's
Secretariat, National Tax Agency[Reappointment]
July 2011
Regional Commissioner, Tokyo Regional Taxation Bureau[Candidate for Outside December 2012
Deputy Director-General, Japan Securities Depository Center,
Director]
Incorporated
June 2014
Managing Director, Japan Securities Depository Center,[Candidate forIncorporated
Independent Director]
0Managing Director, JASDEC DVP Clearing Corporation[Male]
July 2015
Senior Executive Officer, Japan Securities Depository Center,
Incorporated
Attendance at Board
May 2017
Outside Director, IDOM Inc. (to present)of Directors Meetings April 2018
Vice Chairman and Executive Director, The Investment Trusts
during fiscal 2022:
Association, Japan (to present)
17 out of 17 times
June 2019
Outside Director of the Company (to present)(100%)[Significant concurrent positions]・ Outside Director, IDOM Inc.
・ Vice Chairman and Executive Director, The Investment Trusts Association, Japan
1. Reasons for selection as candidate for Outside Director and a summary of expected roles
1) Mr. Jun Sugie is a candidate for Outside Director as stipulated by Item 7 for Clause 3 of Article 2, of the Ordinance for
Enforcement of the Companies Act.
2) Mr. Jun Sugie has been selected as a candidate for Outside Director as the Company wishes to have him continue toreflect his sophisticated expertise in accounting and taxation and wide range of management experience and insights in
the Company’s management. 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 20th 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) The Company believes that he can provide useful remarks and suggestions from an independent and objective
standpoint based on his sophisticated expertise in accounting and taxation and wide range of management experienceand insights in the Company’s management described in 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 matterssuch as the organization of board members and their compensation structure.
2. Independence qualification of candidate for Outside Director
In view of the fact that no transactions exist between the Company and IDOM Inc. and The Investment Trusts Association,
where Mr. Jun Sugie concurrently serves, the Company has judged that he does not have a possibility of conflicts of interest
with general shareholders and possesses adequate independence qualification, 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. Jun Sugie as Outside Director will be 4 years at the close of this General Meeting.

No.

Name
(Date of birth)

Number ofshares of theCompany held

May 1993
Became a journalist (to present)
October 2003
Member of the Shinagawa Ward Board of Education
April 2004
Part-time lecturer (modern politics), Seisa University
January
2016
Director, Chiba Institute of Technology[Reappointment]
June 2017
Director, Japan Institute for National Fundamentals (to present)[Candidate for Outside
June 2019
Outside Director of the Company (to present)
Director]
April 2021
Member of Gender Equality Bureau, Cabinet Office (to present),[Candidate forMember of Council for Information Disclosure and Personal
Independent Director]
0
Information Protection, Tokyo Metropolitan Government (to[Female]present)[Significant concurrent positions]
Attendance at Board ・ Journalistof Directors Meetings ・ Director, Japan Institute for National Fundamentals
during fiscal 2022: ・ Member of Gender Equality Bureau, Cabinet Office
17 out of 17 times ・ Member of Council for Information Disclosure and Personal Information Protection,
Tokyo Metropolitan Government(100%)
1. Reasons for selection as candidate for Outside Director and a summary of expected roles
1) Ms. Tamao Hosokawa 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) Ms. Tamao Hosokawa has been selected as a candidate for Outside Director as the Company wishes to have her
continue to reflect her objective point of view and broad knowledge as journalist in the Company’s management.
Furthermore, during her tenure as Outside Director, she has been adequately fulfilling her 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 20th fiscal year (available in Japanese only), she isappropriately fulfilling her responsibilities during the fiscal year under review as well. Therefore, the Company has
judged that she will continue to appropriately fulfill the responsibilities of Outside Director.
3) The Company believes that she can provide useful remarks and suggestions for the Company’s management from an
independent and objective standpoint reflecting her objective point of view and broad knowledge gained through her
career as a journalist described in 2) above. She is also expected to supervise the Company’s management as a memberof the Nomination and Compensation Advisory Committee, through involvement in matters such as the organization ofboard members and their compensation structure, besides providing useful advice on the promotion of women
empowerment and diversity and inclusion at the Company.
2. Independence qualification of candidate for Outside Director
Ms. Tamao Hosokawa has assumed the office of a Director of Chiba Institute of Technology (retired in January 2020),
which has transactional relationships with the Company, but the amount of business between the Group and the said instituteis less than 1% of annual consolidated net sales of the Group, on average over the most recent three years. The Company has
judged that she does not have a possibility of conflicts of interest with general shareholders and possesses adequate
independence, and has thereby registered her as an Independent Director with the Tokyo Stock Exchange, as stipulated in
Article 436-2 of the Securities Listing Regulations. If she is reelected as Director and appointed Outside Director, theCompany plans to maintain her 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 Ms. Tamao Hosokawa as Outside Director will be 4 years at the close of this General Meeting.
4. Ms. Tamao Hosokawa’s legal name in the family register is Tamao Katahira.
Tamao Hosokawa(July 12, 1968)

7

Past experience, positions, responsibilities
and significant concurrent positions

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1977
January 1995

8

Number ofshares of theCompany held

Joined Ministry of Foreign Affairs
Director, Human Rights and Refugees Division, Foreign Policy
Bureau, Ministry of Foreign Affairs
February 1999
Counsellor, Japanese Embassy in the Philippines
Tsukasa Kawada
February 2001
Minister, Japanese Embassy in France(March 28, 1955)
June 2003
Deputy Director-General for Press and Public Diplomacy
August 2005
Consul-General of Japan in Sydney
September 2007
Consul-General of Japan in Strasbourg[Reappointment]
July
2009
Chief of Protocol, Headquarters of the Governor of Tokyo[Candidate for Outside
June
2010
Director-General, Consular Affairs Bureau, Ministry of Foreign
Director]
Affairs[Candidate for
September 2011
Ambassador Extraordinary and Plenipotentiary to Algeria
Independent Director] October 20140
Ambassador Extraordinary and Plenipotentiary in charge of[Male]
International Cooperation for Countering Terrorism andInternational Organized Crime
Attendance at Board June 2016
Ambassador Extraordinary and Plenipotentiary in charge of
Okinawan Affairsof Directors Meetings
June 2018
Ambassador Extraordinary and Plenipotentiary to Poland
during fiscal 2022:
November
2020
Retired from Ministry of Foreign Affairs
17 out of 17 times
February 2021
Advisor to Mitsui Sumitomo Insurance Company, Limited (to(100%)
present)
June 2021
Outside Director of the Company (to present)[Significant concurrent positions]・ Advisor to Mitsui Sumitomo Insurance Company, Limited
1. Reasons for selection as candidate for Outside Director and a summary of expected roles
1) Mr. Tsukasa Kawada 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) During his service at Ministry of Foreign Affairs, Mr. Tsukasa Kawada has gained sophisticated expertise andextensive experience in international affairs by holding important posts including Ambassador in several countries. He
has been selected as a candidate for Outside Director as the Company expects him to continue to use the said expertiseand experience to help the Company achieve its managerial goals, such as developing its international business andpromoting its globalization. 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 Corporate Officers (6) Mattersregarding Outside Officers 3) Main Activities for the Fiscal Year Under Review) of the Business Report for the 20th
fiscal year (available in Japanese only), he is appropriately fulfilling his responsibilities during the fiscal year underreview as well. Therefore, the Company has judged that he will continue to appropriately fulfill the responsibilities of
Outside Director.
3) The Company believes that he can provide useful remarks and suggestions for the Company’s management from an
independent and objective standpoint based on his sophisticated expertise and extensive experience in international
affairs described in 2) above. He is also expected to supervise the Company’s management as a member of theNomination 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. Tsukasa Kawada is currently an Advisor to Mitsui Sumitomo Insurance Company, Limited, which has transactional
relationships with the Company, but the amount of business between the Group and the said company’s group is less than
1% of annual consolidated net sales of respective groups, 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 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. Tsukasa Kawada as Outside Director will be 2 years at the close of this General Meeting.

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1982

Number ofshares of theCompany held

Full-Time Lecturer, Department of Management, Faculty of
Economics, Gakushuin University
April 1989
Associate Professor, Department of Management, Faculty of
Takashi Uchino
Economics, Gakushuin University(November 17, 1951) April 1990
Professor, Department of Management, Faculty of Economics,
Gakushuin University[New Candidate]
April 1992
General Manager, Corporate Planning Division, The Gakushuin
School Corporation[Candidate for Outside
0
June
2013
Outside Director, KANDENKO CO., LTD. (scheduled to retire in
Director]
June 2023)[Candidate for
Representative Director, Institute Of Management Studies, Japan (toIndependent Director] October 2013present)[Male]
April 2019
Professor emeritus, Gakushuin University (to present)[Significant concurrent positions]・ Representative Director, Institute Of Management Studies, Japan
1. 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,
9which 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 nominate him as a candidate for Outside Director.
3) The Company believes that he can provide useful remarks and suggestions for the Company’s management from an
independent and objective standpoint based on his sophisticated expertise and a wide range of insights in management
described in 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. The Company
has judged that he does not have a possibility of conflicts of interest with general shareholders and possesses 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.
(Notes) 1. As stated in the above “2. Independence qualification of candidate for Outside Director,” the Company has a small
amount of transactions with Mr. Takashi Uchino and Institute Of Management Studies, Japan in which he serves as
Representative Director. There are no special interests between other candidates and the Company.
2. Mr. Sakio Sasamoto, Mr. Jun Sugie, Ms. Tamao Hosokawa, and Mr. Tsukasa Kawada have respectively concluded anagreement to limit liability of Clause 1 of Article 423 of the Companies Act with the Company, and the ceiling of theindemnity based on aforementioned agreement shall be the minimum amount stipulated by laws and regulations. Ifthey are reelected as Directors and appointed Outside Directors, the Company plans to keep the above liability
limitation agreement with each of them. If Mr. Takashi Uchino is elected as Director and appointed Outside Director,
the Company plans to conclude the same liability limitation agreement with him.
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 for damages is filed against it for its act made on the basis of its position as the Company’s Director or
Officer. All of the candidates to be reappointed are already insured and will continue to be insured under the
insurance contract after their appointment. Mr. Takashi Uchino, a new candidate, will be insured under the insurance
contract, once he is appointed. In addition, the Company plans to renew the contract with same contents at the timeof the next renewal.

Proposal 3:

Election of 1 Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member, Mr. Hisato Tokunaga will expire at theconclusion of this Annual General Meeting of Shareholders. Accordingly, the election of 1 Audit &Supervisory Board Member is proposed.
The candidate for Audit & Supervisory Board Member is 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 the policy forselecting candidates for Audit & Supervisory Board Members and the proposal of actual candidate and theBoard of Directors made a decision on them by giving maximum consideration to the committee’s opinions.
The Audit & Supervisory Board has previously given its approval to this proposal.
Name(Date of birth)

Past experience, positions and significant concurrent positions

Number ofshares of theCompany held

Joined Mitsui Construction Co., Ltd.
General Manager, Administration Department, Hiroshima Branch of
the Company
General Manager, Administration Department and Safety &734
March 2014
Environment Department, Hiroshima Branch[New Candidate]
General Manager, Administration Department, Hiroshima Branch
November 2014
[Male]
General Manager, Audit Department (to present)
April 2018
Reasons for selection as a candidate for Audit & Supervisory Board Member
Since joining the Company, Mr. Kazushi Nozawa has accumulated a wealth of experience in the administration section. He has
been greatly contributing to strengthening internal control and governance at the Company as General Manager, Audit Department.
Therefore, the Company has judged it appropriate to nominate him as a candidate for Audit & Supervisory Board Member.
(Notes) 1. There are no special interests between the 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 theliability of Audit & Supervisory Board Members to the Company. Based on the stipulation, the Company plans toconclude an agreement with Mr. Kazushi Nozawa to limit liability of Clause 1 of Article 423 of the Companies Act,and the ceiling of the indemnity based on aforementioned agreement shall be the minimum amount stipulated bylaws and regulations.
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 for damages is filed against it for its act made on the basis of its position as the Company’s Director or
Officer. Mr. Kazushi Nozawa, a new candidate, will be insured under the insurance contract, once he is appointed. In
addition, the Company plans to renew the contract with same contents at the time of the next renewal.
Kazushi Nozawa(May 13, 1961)

April 1984
April 2012

(Reference) Composition of the Board of Directors and Skills Matrix
If Proposals 2 and 3 are approved as originally proposed, the knowledge and experience possessed by the
Directors and Audit & Supervisory Board Members after the close of the Annual General Meeting of
Shareholders shall be as follows.
Skills expected of Directors
Name

Attribution

Position

Corporate
management

Sales andmarketingTechnology
and IT

Finance andaccounting

Riskmanagement,compliance,
and auditing

Globalcompetence

●

Shoji
Kimijima[Male]

Director,
Chairman

●

●

●

●

Shigetoshi
Kondo[Male]

Representative
Director,
President

●

●

●

●

[Male]

Representative
Director,
SeniorManaging
Executive
Officer●●●[Male]

Director
SeniorManaging
Executive
Officer●●●

Director●●

Director●●

ToshioShibataTakeshi
SagaraSustainability

D&I
promotion andhuman
resource
development

●

●

●

●

●

[Outside Director]

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

Jun Sugie[Independent
Director]

●

●

●

●

●

●

●

●

[Male][Outside Director]

Tamao
Hosokawa[Independent
Director]●

Director[Female][Outside Director]

Tsukasa
Kawada[Independent
Director]

Director

●

●

●

●

●

●

●

●

●

●

[Male][Outside Director]

TakashiUchino[Independent
Director]

Director●●●[Male]

MichioHarada[Male]

Audit &
Supervisory
Board Member(full-time)[Outside Audit &Supervisory Board
Member]Yoshiyuki
Kato[Independent
Audit &
Supervisory Board
Member][Male]

Audit &
Supervisory
Board Member(full-time)

●

●

●

Skills expected of Directors
Name

Kazushi
NozawaAttribution[Male]

Position

Corporate
management

Sales andmarketingTechnology
and IT

Audit &
Supervisory
Board Member(full-time)

Finance andaccounting

Riskmanagement,compliance,
and auditing●●

Globalcompetence

Sustainability[Outside Audit &Supervisory Board
Member]Aizou
Murakami[Independent
Audit &
Supervisory Board

Audit &
Supervisory
Board Member●

Audit &
Supervisory
Board Member

●

●

●

Member][Male][Outside Audit &Supervisory Board
Member]Harumasa
Kurokawa[Independent
Audit &
Supervisory Board

●

●

●

●

Member][Male](Notes) 1. The above list 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, andfor implementing global-specific risk management
Sustainability: Knowledge and skills to reflect action on social sustainability issues (the environment, biodiversity,
human rights, etc.) including SDGs and ESG, in corporate management
D&I promotion and human resource development: Knowledge and skills that can promote D&I (diversity andinclusion), which is important in future management and business, and that can administer the cultivation anddevelopment of human resources

D&I
promotion andhuman
resource
development

(Reference) Policy on Strategic Shareholdings
The Group owns strategic shareholdings from a perspective of increasing its medium-to long-term corporate
value by maintaining and strengthening transactional relationships with its investees while comprehensively
considering its business strategy and business relationships with its business partners. The Board of Directors
examines 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.
The Company sets a policy of reducing shares by selling them, of which holding is thought to be of smaller
significance for the Group as a result of such examination. Based on the policy, the Company sold 8 stocks (388million yen) that it had owned in the fiscal year 2022.
We aim to reduce 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. We also aim to reduce the ratioof strategic shareholdings to net assets on a consolidated basis to 20% or less as soon as possible and eventually
to 10% or less in the future.
The Company does not own deemed shareholdings.
End