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 5, 2015
To Shareholders with Voting Rights:
Hideo Arai
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.
You are cordially invited to attend the 12th Annual General Meeting of Shareholders of Sumitomo Mitsui
Construction Co., Ltd. (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing by submitting the
Voting Rights Exercise Form, or via the Internet. Please review the attached Reference Documents for the
General Meeting of Shareholders and exercise your voting rights by 5:45 p.m. on Thursday, June 25, 2015,
Japan time.
1. Date and Time:

Friday, June 26, 2015 at 10:00 a.m. Japan time

2. Place:

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 12th Fiscal Year (April 1, 2014 - March 31, 2015) 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 12th Fiscal
Year (April 1, 2014 - March 31, 2015)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of 9 Directors
Proposal 3:
Election of 1 Audit & Supervisory Board Member
Proposal 4:-1-

4. Instructions on Exercising Voting Rights(1) When Exercising Voting Rights in Writing
Please indicate whether you approve or disapprove the proposal on the enclosed Voting Rights Exercise
Form, and return by mail so that it will arrive by 5:45 p.m. on Thursday, June 25, 2015, Japan time.
(2) When Exercising Voting Rights via Internet, etc.
When exercising voting rights via Internet, etc., please review the “Instructions for Exercise of Voting
Rights via Internet, etc.” on page 25-26 and exercise your voting rights by 5:45 p.m. on Thursday, June 25,
2015, Japan time.
(3) When Exercising Voting Rights Multiple Times
Only the last vote arriving at the Company shall be accepted as the valid vote. In the event that a voting
right is exercised both in writing and via Internet, etc. on a same day, the vote cast through Internet, etc. shallbe accepted as the valid vote.

For those attending, please hand in the enclosed Voting Rights Exercise Form at the reception desk onarrival at the Meeting.
○ As the following documents are posted on the Company’s website pursuant to provisions of laws andregulations as well as Article 13-2 of the Articles of Incorporation, they are not presented in the
Appendix of this Notice of the Annual General Meeting of Shareholders.
(1) The Notes to the Consolidated Financial Statements(2) The Notes to Non-consolidated Financial Statements
Therefore, the Appendix of this Notice of the Annual General Meeting of Shareholders were part of
the Consolidated Financial Statements and Non-consolidated Financial Statements audited by the
Audit & Supervisory Board Members and Accounting Auditor when they prepared the audit report.
○ Should the Reference Documents for the General Meeting of Shareholders and the Appendix (theBusiness Report, the Consolidated Financial Statements, the Non-consolidated Financial Statements)
require revisions, the revised versions will be posted on the Company’s website.
○ The Company’s website: http://www.smcon.co.jp○-2-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, fundamentally seeks to strengthen its corporate structure and enrich its internal
reserves in preparation for future business expansion while maintaining a stable dividend policy, anddetermines dividend distribution in comprehensive consideration of trends in business results and thefuture management environment.
“The 4th Mid-term Management Plan 2013-2015,” which is currently in progress, places emphasis
on restoring dividends as soon as possible through improving profitability, and as a result of working toestablish a stable management base and a strong business base, targets for the final year were achieved
one year ahead of schedule.
Furthermore, the retirement of all Preferred Shares that the Company issued was completed during
the 12th fiscal year, and the Company has determined that an environment to resume dividends has
been created, and for year-end dividends for the 12th fiscal year, the Company proposes the following.
(1) Dividend asset typeCash(2) Matters concerning distribution of dividends to shareholders and the total amount1 yen per Ordinary Share of the Company, for a total of 812,883,652 yen(3) Date on which the dividend of surplus becomes effective
June 29, 2015

-3-

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reason for Proposal(1) The Company retired its Second Class A Preferred Shares on December 24, 2014, and the retirementof all issued Preferred Shares was completed. As a result, shares issued by the Company now only
consist of Ordinary Shares, and the Company proposes removing Articles concerning Preferred
Shares from the current Articles of Incorporation and making required modifications to related
regulations.
(2) In line with the promulgation of the “Act for Partial Revision of the Company Law” (Law No. 90 of
2014), liability limitation agreements may now be concluded with Directors that are not involved inbusiness execution who are not External Directors, and Audit & Supervisory Board Members who are
not External Audit & Supervisory Board Members. In order to allow for the attraction of a wide rangeof personnel both inside and outside of the Company, and to allow expected duties to be fully realized,
the Company proposes partial amendments to Article 26-2 (Liability Limitation Agreements with
External Directors) and Article 34-2 (Liability Limitation Agreements with External Audit &Supervisory Board Members) of the current Articles of Incorporation. Furthermore, the proposal
concerning changes to Article 26-2 (Liability Limitation Agreements with External Directors) has
received the approval of each Audit & Supervisory Board Member.
2. Contents of the Changes
Contents of the changes are as follows.
Present Articles of Incorporation

Proposed Amendment

CHAPTER 1 GENERAL RULES

CHAPTER 1 GENERAL RULES

Article 1 - Article 4-2 (Text omitted)

Article 1 - Article 4-2 (Same as the present)

CHAPTER 2 SHARESCHAPTER 2 SHARES(Total Number of Shares)(Total Number of Shares)
Article 5 The total number of shares authorized to be issued by the Article 5 The total number of shares authorized to be issued by theCompany shall be 2,696 millions 3 hundreds 59 thousands 6
Company shall be 2,669 millions 4 hundreds 64 thousands 9 hundreds
hundreds 14 (2,696,359,614) shares.
70 (2,669,464,970) shares.
(1)2,669 millions 4 hundreds 64 thousands 9 hundreds 70(2,669,464,970) of which shall be Ordinary Shares,(2)

2 millions of which shall be First Preferred Shares,(3)

4.5 millions of which shall be Second Class A Preferred
Shares,(4)

394 thousands 6 hundreds 44 (394,644)of which shall be Third
Class A Preferred Shares,(5)

8millions which shall be Third Class B Preferred Shares,(6)

6 millions of which shall be Third Class C Preferred Sharesand(7) 6 millions of which shall be Third Class D Preferred Shares
Article 6 (Text omitted)
Article 6 (Same as the present)(Share Unit)(Share Unit)
Article 7 A unit of Ordinary Shares, First Preferred Shares, Second Class Article 7 A unit of shares shall consist of one hundred (100) shares.
A Preferred Shares, Third Class A Preferred Shares, Third Class B
Preferred Shares, Third Class C Preferred Shares and Third Class D
Preferred Shares shall consist of one hundred (100) shares.

-4-

Present Articles of Incorporation
Article 8 – Article 11 (Text omitted)

Proposed Amendment
Article 8 – Article 11 (Same as the present)

CHAPTER 2-2 PREFERRED SHARES(Deleted)(Dividends to First Preferred Shareholders)
Article 11-2 In respect of Dividends provided for in Article 36, theCompany shall pay dividends on First Preferred Shares (hereinafterreferred to as the First Preferred Dividends) in such amount as
determined by resolution of the Board of Directors adopted on
issuance of the relevant First Preferred Shares, up to twenty (20)yen per share per year, to the holders of First Preferred Shares(hereinafter referred to as the First Preferred Shareholders) orregistered pledges in respect of First Preferred Shares (hereinafterreferred to as the First Preferred Registered Pledges); provided,
however, that in case a whole or a part of the Interim Dividends
provided for in Article 11-3 has been paid in the relevant fiscal
year, the amount of such Interim Dividends paid shall be deductedaccordingly from the prescribed amount of First Preferred
Dividends.
2. In a given fiscal year, if the aggregate amount paid to a First Preferred
Shareholder or First Preferred Registered Pledge as dividends is lessthan the prescribed amount of the relevant First Preferred Dividend,
the unpaid amount shall not be carried over to nor accumulated insubsequent fiscal years.
3. The Company shall not pay to any First Preferred Shareholder or First
Preferred Registered Pledge as dividends, any amount in excess ofinterim dividends mentioned on Article 11-3 or any amount inexcess of the prescribed amount of the relevant First Preferred
Dividends.

-5-

Present Articles of Incorporation
4. Dividends paid to First Preferred Shareholders or First Preferred
Registered Pledges shall be paid in preference to shareholders who
hold Ordinary Shares (hereinafter referred to as the Ordinary
Shareholders) or registered pledges in respect of Ordinary Shares(hereinafter referred to as the Ordinary Registered Pledges).
However, this payment will be subordinate to shareholders who
hold Second Class A Preferred Shares (hereinafter referred to as theSecond Class A Preferred Shareholders) or registered pledges inrespect of Second Class A Preferred Shares (hereinafter referred toas the Second Class A Preferred Registered Pledges), shareholders
who hold Third Class A Preferred Shares (hereinafter referred to as
the Third Class A Preferred Shareholders)or registered pledges inrespect of Third Class A Preferred Shares (hereinafter referred to as
the Third Class A Preferred Registered Pledges), shareholders who
hold Third Class B Preferred Shares (hereinafter referred to as theThird Class B Preferred Shareholders)or registered pledges inrespect of Third Class B Preferred Shares (hereinafter referred to as
the Third Class B Preferred Registered Pledges), shareholders who
hold Third Class C Preferred Shares (hereinafter referred to as theThird Class C Preferred Shareholders)or registered pledges inrespect of Third Class C Preferred Shares (hereinafter referred to as
the Third Class C Preferred Registered Pledges) and shareholders
who hold Third Class D Preferred Shares (hereinafter referred to as
the Third Class D Preferred Shareholders)or registered pledges inrespect of Third Class D Preferred Shares (hereinafter referred to as
the Third Class D Preferred Registered Pledges).
(Interim Dividends to First Preferred Shareholders)
Article 11-3 In respect of Interim Dividends provided for in Article 37,
the Company shall make a cash distribution in such amount as
determined by resolution of the Board of Directors adopted on
issuance of the relevant First Preferred Shares, up to one-half of theamount of First Preferred Dividends per share to the First Preferred
Shareholders or First Preferred Registered Pledges in the sameorder as in Clause 4 of Article 11-2.
(Distribution of Residual Assets to First Preferred Shareholders)
Article 11-4 In respect of the distribution of residual assets, the Company
shall pay to the First Preferred Shareholders or First Preferred
Registered Pledges in preference to the Ordinary Shareholders or
Ordinary Registered Pledges, five hundred (500) yen per share.
2. The Company shall not make a distribution of residual assets other thanthose provided for in the preceding paragraph to the First Preferred
Shareholders or First Preferred Registered Pledges.
(Purchase of First Preferred Shares)
Article 11-5 The Company may, at any time, purchase First Preferred
Shares using profit that is subject to dividend payment toshareholders.

Proposed Amendment(Deleted)-6-

Present Articles of Incorporation(Voting Rights of First Preferred Shareholders)
Article 11-6 First Preferred Shareholders shall not have voting rights at
any general meeting of shareholders.
(The Rights of First Preferred Shareholders)
Article 11-7 The Company shall not grant the First Preferred Shareholders
any rights to receive the allotment of shares or subscription rights toshares for subscription.
(The Rights to Request Share Acquisition of First Preferred Shareholders)
Article 11-8 Any First Preferred Shareholders may request conversion ofFirst Preferred Shares into Ordinary Shares of the Company during
the period in which requests for acquisition may be made as
determined by a resolution of the Board of Directors adopted on
issuance of such First Preferred Shares, pursuant to the terms ofacquisition as designated by such resolution.
2. In the calculation of Ordinary Shares due to an acquisition request, any
fraction less than one share shall be rounded down, and no
adjustments via cash will be made.
(Mandatory Acquisition Condition of First Preferred Shares)
Article 11-9 Any of First Preferred Shares, in respect of which a request
for acquisition has not been made during the period in which
requests for acquisition may be made, shall be mandatory converted
on such day as determined by the Board of Directors, such day
being on and after the day immediately after the end of theabove-described period, (hereinafter referred to as the Mandatory
Acquisition Date in this Article) into such number of Ordinary
Shares as shall be obtained by dividing the amount equivalent to thesubscription amount per First Preferred Share by the average daily
closing price (including closing bids or offered prices) of theOrdinary Shares of the Company (in regular trading) as reported by
the Tokyo Stock Exchange for the thirty (30) consecutive trading
days (excluding a trading day or days on which no closing price orclosing bid or offered price is reported) commencing on theforty-fifth (45th) trading day prior to the Mandatory Acquisition
Date, and such calculation shall be made to the first decimal place
denominated in Yen, and such amount in the first decimal place
shall be rounded up to Yen.
2. In such a case, if the relevant average price is ① above 200 % of theinitial acquisition price (hereinafter referred to as the Acquisition
Ceiling Price in this Article) or ② below 80% of the initialacquisition price (hereinafter referred to as the Acquisition Floor
Price in this Article), the relevant First Preferred Shares shall be
converted into such number of Ordinary Shares as shall be obtainedby dividing the amount equivalent to the subscription amount perFirst Preferred Share by the Acquisition Ceiling Price in the case of① and by the Acquisition Floor Price in the case of ②.
3. In the calculation of the number of Ordinary Shares in each of theabove clauses, any fraction less than one share shall be handled via
the methods stipulated in Clause 1 of Article 234 of the Company
Law.

Proposed Amendment(Deleted)-7-

Present Articles of Incorporation(Dividends to Second Class A Preferred Shareholders)
Article 11-10 In respect of Dividends provided for in Article 36, theCompany shall pay dividends on Second Class A Preferred Shares(hereinafter referred to as the Second Class A Preferred Dividends)
in such amount as determined by resolution of the Board of
Directors adopted on issuance of the relevant Second Class A
Preferred Shares, up to fifty (50) yen per share per year, to theSecond Class A Preferred Shareholders or Second Class A
Preferred Registered Pledges; provided, however, that in case awhole or a part of the Interim Dividends provided for in Article
11-11 has been paid in the relevant fiscal year, the amount of such
Interim Dividends paid shall be deducted accordingly from theprescribed amount of Second Class A Preferred Dividends.
2. In a given fiscal year, if the aggregate amount paid to a Second Class A
Preferred Shareholder or Second Class A Preferred Registered
Pledge as dividends is less than the prescribed amount of therelevant Second Class A Preferred Dividend, the unpaid amountshall not be carried over to nor accumulated in subsequent fiscal
years.
3. The Company shall not pay to any Second Class A Preferred
Shareholder or Second Class A Preferred Registered Pledge as
dividends, any amount in excess of interim dividends mentioned on
Article 11-11of any amount in excess of the prescribed amount of
the relevant Second Class A Preferred Dividends.
4. Dividends paid to Second Class A Preferred Shareholders or Second
Class A Preferred Registered Pledges shall be paid in preference toOrdinary Shareholders or Ordinary Registered Pledges, and First
Preferred Shareholders or First Preferred Registered Pledges.
However, this payment will be subordinate to Third Class A
Preferred Shareholders or Third Class A Preferred Registered
Pledges, Third Class B Preferred Shareholders or Third Class B
Preferred Registered Pledges, Third Class C Preferred Shareholders
or Third Class C Preferred Registered Pledges, and Third Class D
Preferred Shareholders or Third Class D Preferred Registered
Pledges.
(Interim Dividends to Second Class A Preferred Shareholders)
Article 11-11 In respect of Interim Dividends provided for in Article 37,
the Company shall make a cash distribution in such amount as
determined by resolution of the Board of Directors adopted on
issuance of the relevant Second Class A Preferred Shares, up to
one-half of the amount of Second Class A Preferred Dividends per
share to the Second Class A Preferred Shareholders or Second Class
A Preferred Registered Pledges in the same order as in Clause 4 of
Article 11-10.
(Distribution of Residual Assets to Second Class A Preferred
Shareholders)
Article 11-12 In respect of the distribution of residual assets, theCompany shall pay to the Second Class A Preferred Shareholders or
Second Class A Preferred Registered Pledges in preference to theOrdinary Shareholders or Ordinary Registered Pledges, five
hundred (500) yen per share.

Proposed Amendment(Deleted)-8-

Present Articles of Incorporation
2. The Company shall not make a distribution of residual assets other thanthose provided for in the preceding paragraph to the Second Class A
Preferred Shareholders or Second Class A Preferred Registered
Pledges.
(Purchase of Second Class A Preferred Shares)
Article 11-13 The Company may, at any time, purchase Second Class A
Preferred Shares using profit that is subject to dividend payment toshareholders.
(Voting Rights of Second Class A Preferred Shareholders)
Article 11-14 Second Class A Preferred Shareholders shall not havevoting rights at any general meeting of shareholders.
(The Rights of Second Class A Preferred Shareholders)
Article 11-15 The Company shall not grant the Second Class A Preferred
Shareholders any rights to receive the allotment of shares orsubscription rights to shares for subscription.
(The Rights to Request Share Acquisition of Second Class A Preferred
Shareholders.)
Article 11-16 Any Second Class A Preferred Shareholders may request
conversion of Second Class A Preferred Shares into Ordinary
Shares of the Company during the period in which requests foracquisition may be made as determined by a resolution of the Boardof Directors adopted on issuance of Second Class A Preferred
Shares, pursuant to the terms of acquisition as designated by such
resolution.
2. In the calculation of Ordinary Shares due to an acquisition request, any
fraction less than one share shall be rounded down, and no
adjustments via cash will be made.
(Mandatory Acquisition Condition of Second Class A Preferred Shares)
Article 11-17 Any of Second Class A Preferred Shares, in respect ofwhich a request for acquisition has not been made during the period
in which requests for acquisition may be made, shall be mandatory
converted on such day as determined by the Board of Directors,
such day being on and after the day immediately after the end of theabove-described period, (hereinafter referred to as the Mandatory
Acquisition Date in this Article) into such number of Ordinary
Shares as shall be obtained by dividing the amount equivalent to thesubscription amount per Second Class A Preferred Shares by theaverage daily closing price (including closing bids or offered prices)of the Ordinary Shares of the Company (in regular trading) as
reported by the Tokyo Stock Exchange for the thirty (30)consecutive trading days (excluding a trading day or days on which
no closing price or closing bid or offered price is reported)commencing on the forty-fifth (45th) trading day prior to the
Mandatory Acquisition Date, and such calculation shall be made to
the first decimal place denominated in Yen, and such amount in thefirst decimal place shall be rounded up to Yen.

Proposed Amendment(Deleted)-9-

Present Articles of Incorporation
2. In such a case, if the relevant average price is ① above 150 % of theinitial acquisition price (hereinafter referred to as the Acquisition
Ceiling Price in this Article) or ② below 60% of the initialacquisition price (hereinafter referred to as the Acquisition Floor
Price in this Article), the relevant Second Class A Preferred Sharesshall be converted into such number of Ordinary Shares as shall beobtained by dividing the amount equivalent to the subscription
amount per Second Class A Preferred Shares by the Acquisition
Ceiling Price in the case of ① and by the Acquisition Floor Pricein the case of ②.
3. In the calculation of the number of Ordinary Shares in each of theabove clauses, any fraction less than one share shall be handled via
the methods stipulated in Clause 1 of Article 234 of the Company
Law.
(Dividends to Third Class A Preferred Shareholders)
Article 11-18 In respect of Dividends provided for in Article 36, theCompany shall pay dividends on Third Class A Preferred Shares(hereinafter referred to as the Third Class A Preferred Dividends) insuch amount as determined by resolution of the Board of Directors
adopted on issuance of the relevant Third Class A Preferred Shares,
up to two hundred fifty (250) yen per share per year, to the Third
Class A Preferred Shareholders or Third Class A Preferred
Registered Pledges; provided, however, that in case a whole or apart of the Interim Dividends provided for in next Article has been
paid in the relevant fiscal year, the amount of such Interim
Dividends paid shall be deducted accordingly from the prescribedamount of Third Class A Preferred Dividends.
2. In a given fiscal year, if the aggregate amount paid to a Third Class A
Preferred Shareholder or Third Class A preferred Registered Pledge
as Dividends is less than the prescribed amount of the relevant
Third Class A Preferred Dividend, the unpaid amount shall not be
carried over to nor accumulated in subsequent fiscal year.
3. The Company shall not pay to any Third Class A Preferred Shareholder
or Third Class A Preferred Registered Pledge as dividends, any
amount in excess of interim dividends mentioned or any amount inexcess of the prescribed amount of the relevant Third Class A
Preferred Dividends.
4. Dividends paid to Third Class A Preferred Shareholders or Third Class
A Preferred Registered Pledges shall be paid in preference toOrdinary Shareholders or Ordinary Registered Pledges, First
Preferred Shareholders or First Preferred Registered Pledges,
Second Class A Preferred Shareholders or Second Class A
Preferred Registered Pledges, Third Class B Preferred Shareholders
or Third Class B Preferred Registered Pledges, Third Class C
Preferred Shareholders or Third Class C Preferred Registered
Pledges and Third Class D Preferred Shareholders or Third Class D
Preferred Registered Pledges.

- 10 -

Proposed Amendment(Deleted)Present Articles of Incorporation(Interim Dividends to Third Class A Preferred Shareholders)
Article 11-19 In respect of Interim Dividends provided for in Article 37,
the company shall make a cash distribution in such amount as
determined by resolution of the Board of Directors adopted on
issuance of the relevant Third Class A Preferred Shares, up to
one-half of the amount of Third Class A Preferred Dividends per
share to the Third Class A Preferred Shareholders or Third Class A
Preferred Registered Pledges in the same orders as in Clause 4 of
Article 11-18.
(Distribution of Residual Assets to Third Class A Preferred shareholders)
Article 11-20 In respect of the distribution of residual assets, theCompany shall pay to the Third Class A Preferred Shareholders or
Third Class A Preferred Registered Pledges in preference to theOrdinary Shareholders or Ordinary Registered Pledges, two
thousand five hundred (2,500) yen per share.
2. The Company shall not make a distribution of residual assets other thanthose provided for in the preceding paragraph to the Third Class A
Preferred Shareholders or Third Class A Preferred Registered
Pledges.
(Purchase of Third Class A Preferred Shares)
Article 11-21 The Company may, at any time, the whole or partially,purchasing Third Class A Preferred Shares by the contract using
profit that is subject to dividend payment to shareholders.
(Voting Rights of Third Class A Preferred Shareholders)
Article 11-22 Third Class A Preferred Shareholders shall not have voting
rights at any general meeting of shareholders.
(The Rights of Third Class A Preferred Shareholders)
Article 11-23 The Company shall not grant the Third Class A Preferred
Shareholders any rights to receive the allotment of shares orsubscription rights to shares for subscription.
(The Rights to Request Share Acquisition of Third Class A Preferred
Shareholders)
Article 11-24 Any Third Class A preferred Shareholders may request
conversion of Third Class A Preferred Shares into Ordinary Sharesof the Company during the period in which requests for acquisition
may be made as determined by a resolution of the Board of
Directors adopted on issuance of Third Class A Preferred Shares,
pursuant to the terms of acquisition as designated by such
resolution.
2. In the calculation of Ordinary Shares due to an acquisition request, any
fraction less than one share shall be rounded down, and no
adjustments via cash will be made.

- 11 -

Proposed Amendment(Deleted)Present Articles of Incorporation

Proposed Amendment(Mandatory Acquisition Condition of Third Class A Preferred Shares)
Article 11-25 Any of Third Class A Preferred Shares, in respect of whicha request for acquisition has not been made during the period inwhich requests for acquisition may be made, shall be mandatory
converted on such day as determined by the Board of Directors,
such day being on and after the day immediately after the end of theabove-described period, (hereinafter referred to as the Mandatory
Acquisition Date in this Article) into such number of Ordinary
Shares as shall be obtained by dividing the amount equivalent to thesubscription amount per Third Class A Preferred Shares by theaverage daily closing price (including closing bids or offered prices)of the Ordinary Shares of the Company (in regular trading) as
reported by the Tokyo Stock Exchange for the thirty (30)consecutive trading days (excluding a trading day or days on which
no closing price or closing bid or offered price is reported)commencing on the forty-fifth (45th) trading day prior to the
Mandatory Acquisition Date, and such calculation shall be made to
the second decimal place denominated in Yen, and such amount in
the second decimal place shall be rounded off to the first decimal
place.
2. In such case, if the relevant average price is ① for issuance, above theAcquisition Ceiling price based on the condition of a resolution of
the Board of Directors or ② for issuance, below the Acquisition
Floor Price based on the condition of a resolution of the Board of
Directors, the relevant Third Class A Preferred Shares shall be
converted into such number of Ordinary Shares as shall be obtainedby dividing the amount equivalent to the subscription amount per
Third Class A Preferred Shares by the Acquisition Ceiling Price inthe case of ① and by the Acquisition Floor Price in the case of ②.
3. In the calculation of Ordinary Shares due to an acquisition request ineach of the above clauses, any fraction less than one share shall behandled via the methods stipulated in Clause 1 of Article 234 of theCompany Law.
(Dividends to Third Class B Preferred Shareholders)
Article 11-26 In respect of Dividends provided for in Article 36, theCompany shall pay dividends on Third Class B Preferred Shares(hereinafter referred to as the Third Class B Preferred Dividends) insuch amount as determined by resolution of the Board of Directors
adopted on issuance of the relevant Third Class B Preferred Shares,
up to two hundred fifty (250) yen per share per year, to the Third
Class B Preferred Shareholders or Third Class B Preferred
Registered Pledges; provided, however, that in case a whole or apart of the Interim Dividends provided for in next Article has been
paid in the relevant fiscal year, the amount of such Interim
Dividends paid shall be deducted accordingly from the prescribedamount of Third Class B Preferred Dividends.
2. In a given fiscal year, if the aggregate amount paid to a Third Class B
Preferred Shareholder or Third Class B preferred Registered Pledge
as Dividends is less than the prescribed amount of the relevant
Third Class B Preferred Dividend, the unpaid amount shall not be
carried over to nor accumulated in subsequent fiscal year.
3. The Company shall not pay to any Third Class B Preferred Shareholder
or Third Class B Preferred Registered Pledge as dividends, any
amount in excess of close of period of dividends or any amount inexcess of the prescribed amount of the relevant Third Class B
Preferred Dividends.

(Deleted)- 12 -

Present Articles of Incorporation

Proposed Amendment

4. Dividends paid to Third Class B Preferred Shareholders or Third Class
B Preferred Registered Pledges shall be paid in preference toOrdinary Shareholders or Ordinary Registered Pledges, First
Preferred Shareholders or First Preferred Registered Pledges,
Second Class A Preferred Shareholders or Second Class A
Preferred Registered Pledges. However this payment will be
subordinate to Third Class A Preferred Shareholders or Third Class
A Preferred Registered Pledges.
(Interim Dividends to Third Class B Preferred Shareholders)
Article 11-27 In respect of Interim Dividends provided for in Article 37,
the company shall make a cash distribution in such amount as
determined by resolution of the Board of Directors adopted on
issuance of the relevant Third Class B Preferred Shares, up to
one-half of the amount of Third Class B Preferred Dividends per
share to the Third Class B Preferred Shareholders or Third Class B
Preferred Registered Pledges in the same orders as in Clause 4 of
Article 11-26.
(Distribution of Residual Assets to Third Class B Preferred shareholders)
Article 11-28 In respect of the distribution of residual assets, theCompany shall pay to the Third Class B Preferred Shareholders or
Third Class B Preferred Registered Pledges in preference to theOrdinary Shareholders or Ordinary Registered Pledges, two
thousand five hundred (2,500) yen per share.
2. The Company shall not make a distribution of residual assets other thanthose provided for in the preceding paragraph to the Third Class B
Preferred Shareholders or Third Class B Preferred Registered
Pledges.
(Purchase of Third Class B Preferred Shares)
Article 11-29 The Company may, at any time, the whole or partially,purchasing Third Class B Preferred Shares by contract using profit
that is subject to dividend payment to shareholders.
(The Rights of Third Class B Preferred Shareholders)
Article 11-30 The Company shall not grant the Third Class B Preferred
Shareholders any rights to receive the allotment of shares orsubscription rights to shares for subscription.
(The Rights to request Share Acquisition of Third Class B Preferred
Shareholders)
Article 11-31 Any Third Class B preferred Shareholders may request
conversion of Third Class B Preferred Shares into Ordinary Sharesof the Company during the period in which requests for acquisition
may be made as determined by a resolution of the Board of
Directors adopted on issuance of Third Class B Preferred Shares,
pursuant to the terms of acquisition as designated by such
resolution.
2. In the calculation of Ordinary Shares due to an acquisition request, any
fraction less than one share shall be rounded down, and no
adjustments via cash will be made.

(Deleted)- 13 -

Present Articles of Incorporation

Proposed Amendment(Mandatory Acquisition Condition of Third Class B Preferred Shares)
Article 11-32 Any of Third Class B Preferred Shares, in respect of whicha request for acquisition has not been made during the period inwhich requests for acquisition may be made, shall be mandatory
converted on such day as determined by the Board of Directors,
such day being on and after the day immediately after the end of theabove-described period, (hereinafter referred to as the Mandatory
Acquisition Date in this Article) into such number of Ordinary
Shares as shall be obtained by dividing the amount equivalent to thesubscription amount per Third Class B Preferred Shares by theaverage daily closing price (including closing bids or offered prices)of the Ordinary Shares of the Company (in regular trading) as
reported by the Tokyo Stock Exchange for the thirty (30)consecutive trading days (excluding a trading day or days on which
no closing price or closing bid or offered price is reported)commencing on the forty-fifth (45th) trading day prior to the
Mandatory Acquisition Date, and such calculation shall be made to
the second decimal place denominated in Yen, and such amount in
the second decimal place shall be rounded off to the first decimal
place.
2. In such case, if the relevant average price is ① for issuance, above theAcquisition Ceiling price based on the condition of a resolution of
the Board of Directors or ② for issuance, below the Acquisition
Floor Price based on the condition of a resolution of the Board of
Directors, the relevant Third Class B Preferred Shares shall be
converted into such number of Ordinary Shares as shall be obtainedby dividing the amount equivalent to the subscription amount per
Third Class A Preferred Shares by the Acquisition Ceiling Price inthe case of ① and by the Acquisition Floor Price in the case of ②.
3. In the calculation of Ordinary Shares due to an acquisition request ineach of the above clauses, any fraction less than one share shall behandled via the methods stipulated in Clause 1 of Article 234 of theCompany Law.
(Dividends to Third Class C Preferred Shareholders)
Article 11-33 In respect of Dividends provided for in Article 36, theCompany shall pay dividends on Third Class C Preferred Shares(hereinafter referred to as the Third Class C Preferred Dividends) insuch amount as determined by resolution of the Board of Directors
adopted on issuance of the relevant Third Class C Preferred Shares,
up to two hundred fifty (250) yen per share per year, to the Third
Class C Preferred Shareholders or Third Class C Preferred
Registered Pledges; provided, however, that in case a whole or apart of the Interim Dividends provided for in next Article has been
paid in the relevant fiscal year, the amount of such Interim
Dividends paid shall be deducted accordingly from the prescribedamount of Third Class C Preferred Dividends.
2. In a given fiscal year, if the aggregate amount paid to a Third Class C
Preferred Shareholder or Third Class C preferred Registered Pledge
as Dividends is less than the prescribed amount of the relevant
Third Class C Preferred Dividend, the unpaid amount shall not be
carried over to nor accumulated in subsequent fiscal year.
3. The Company shall not pay to any Third Class C Preferred Shareholder
or Third Class C Preferred Registered Pledge as dividends, any
amount in excess of close of period dividends or any amount inexcess of the prescribed amount of the relevant Third Class C
Preferred Dividends.

(Deleted)- 14 -

Present Articles of Incorporation

Proposed Amendment

4. Dividends paid to Third Class C Preferred Shareholders or Third ClassC Preferred Registered Pledges shall be paid in preference toOrdinary Shareholders or Ordinary Registered Pledges, First
Preferred Shareholders or First Preferred Registered Pledges,
Second Class A Preferred Shareholders or Second Class A
Preferred Registered Pledges. However, this payment will be
subordinate to Third Class A Preferred Shareholders or Third Class
A Preferred Registered Pledges.
(Interim Dividends to Third Class C Preferred Shareholders)
Article 11-34 In respect of Interim Dividends provided for in Article 37,
the company shall make a cash distribution in such amount as
determined by resolution of the Board of Directors adopted on
issuance of the relevant Third Class C Preferred Shares, up to
one-half of the amount of Third Class C Preferred Dividends per
share to the Third Class C Preferred Shareholders or Third Class C
Preferred Registered Pledges in the same orders as in Clause 4 of
Article 11-33.
(Distribution of Residual Assets to Third Class C Preferred shareholders)
Article 11-35 In respect of the distribution of residual assets, theCompany shall pay to the Third Class C Preferred Shareholders or
Third Class C Preferred Registered Pledges in preference to theOrdinary Shareholders or Ordinary Registered Pledges, two
thousand five hundred (2,500) yen per share.
2. The Company shall not make a distribution of residual assets other thanthose provided for in the preceding paragraph to the Third Class C
Preferred Shareholders or Third Class C Preferred Registered
Pledges.
(Purchase of Third Class C Preferred Shares)
Article 11-36 The Company may, at any time, the whole or partially,purchasing Third Class C Preferred Shares by contract using profit
that is subject to dividend payment to shareholders.
(The Rights of Third Class C Preferred Shareholders)
Article 11-37 The Company shall not grant the Third Class C Preferred
Shareholders any rights to receive the allotment of shares orsubscription rights to shares for subscription.
(The Rights to Request Share Acquisition of Third Class C Preferred
Shareholders)
Article 11-38 Any Third Class C preferred Shareholders may request
conversion of Third Class C Preferred Shares into Ordinary Sharesof the Company during the period in which requests for acquisition
may be made as determined by a resolution of the Board of
Directors adopted on issuance of Third Class C Preferred Shares,
pursuant to the terms of acquisition as designated by such
resolution.
2. In the calculation of Ordinary Shares due to an acquisition request, any
fraction less than one share shall be rounded down, and no
adjustments via cash will be made.

(Deleted)- 15 -

Present Articles of Incorporation

Proposed Amendment(Mandatory Acquisition Condition of Third Class C Preferred Shares)
Article 11-39 Any of Third Class C Preferred Shares, in respect of whicha request for acquisition has not been made during the period inwhich requests for acquisition may be made, shall be mandatory
converted on such day as determined by the Board of Directors,
such day being on and after the day immediately after the end of theabove-described period, (hereinafter referred to as the Mandatory
Acquisition Date in this Article) into such number of Ordinary
Shares as shall be obtained by dividing the amount equivalent to thesubscription amount per Third Class C Preferred Shares by theaverage daily closing price (including closing bids or offered prices)of the Ordinary Shares of the Company (in regular trading) as
reported by the Tokyo Stock Exchange for the thirty (30)consecutive trading days (excluding a trading day or days on which
no closing price or closing bid or offered price is reported)commencing on the forty-fifth (45th) trading day prior to the
Mandatory Acquisition Date, and such calculation shall be made to
the second decimal place denominated in Yen, and such amount in
the second decimal place shall be rounded off to the first decimal
place.
2. In such case, if the relevant average price is ① for issuance, above theAcquisition Ceiling price based on the condition of a resolution of
the Board of Directors or ② for issuance, below the Acquisition
Floor Price based on the condition of a resolution of the Board of
Directors, the relevant Third Class C Preferred Shares shall be
converted into such number of Ordinary Shares as shall be obtainedby dividing the amount equivalent to the subscription amount per
Third Class C Preferred Shares by the Acquisition Ceiling Price inthe case of ① and by the Acquisition Floor Price in the case of ②.
3. In the calculation of the number of Ordinary Shares in each of theabove clauses, any fraction less than one share shall be handled via
the methods stipulated in Clause 1 of Article 234 of the Company
Law.
(Dividends to Third Class D Preferred Shareholders)
Article 11-40 In respect of Dividends provided for in Article 36, theCompany shall pay dividends on Third Class D Preferred Shares(hereinafter referred to as the Third Class D Preferred Dividends) insuch amount as determined by resolution of the Board of Directors
adopted on issuance of the relevant Third Class D Preferred Shares,
up to two hundred fifty (250) yen per share per year, to the Third
Class D Preferred Shareholders or Third Class D Preferred
Registered Pledges; provided, however, that in case a whole or apart of the Interim Dividends provided for in next Article has been
paid in the relevant fiscal year, the amount of such Interim
Dividends paid shall be deducted accordingly from the prescribedamount of Third Class D Preferred Dividends.
2. In a given fiscal year, if the aggregate amount paid to a Third Class D
Preferred Shareholder or Third Class D preferred Registered Pledge
as Dividends is less than the prescribed amount of the relevant
Third Class D Preferred Dividend, the unpaid amount shall not be
carried over to nor accumulated in subsequent fiscal year.
3. The Company shall not pay to any Third Class D Preferred Shareholder
or Third Class D Preferred Registered Pledge as dividends, any
amount in excess of close of period dividends or any amount inexcess of the prescribed amount of the relevant Third Class D
Preferred Dividends.

(Deleted)- 16 -

Present Articles of Incorporation

Proposed Amendment

4. Dividends paid to Third Class D Preferred Shareholders or Third Class
D Preferred Registered Pledges shall be paid in preference toOrdinary Shareholders or Ordinary Registered Pledges, First
Preferred Shareholders or First Preferred Registered Pledges,
Second Class A Preferred Shareholders or Second Class A
Preferred Registered Pledges. However, this payment will be
subordinate to Third Class A Preferred Shareholders or Third Class
A Preferred Registered Pledges.
(Interim Dividends to Third Class D Preferred Shareholders)
Article 11-41 In respect of Interim Dividends provided for in Article 37,
the company shall make a cash distribution in such amount as
determined by resolution of the Board of Directors adopted on
issuance of the relevant Third Class D Preferred Shares, up to
one-half of the amount of Third Class D Preferred Dividends per
share to the Third Class D Preferred Shareholders or Third Class D
Preferred Registered Pledges in the same orders as in Clause 4 of
Article 11-40.
(Distribution of Residual Assets to Third Class D Preferred shareholders)
Article 11-42 In respect of the distribution of residual assets, theCompany shall pay to the Third Class D Preferred Shareholders or
Third Class D Preferred Registered Pledges in preference to theOrdinary Shareholders or Ordinary Registered Pledges, two
thousand five hundred (2,500) yen per share.
2. The Company shall not make a distribution of residual assets other thanthose provided for in the preceding paragraph to the Third Class D
Preferred Shareholders or Third Class D Preferred Registered
Pledges.
(Purchase of Third Class D Preferred Shares)
Article 11-43 The Company may, at any time, the whole or partially,purchasing Third Class D Preferred Shares by contract using profit
that is subject to dividend payment to shareholders.
(The Rights of Third Class D Preferred Shareholders)
Article 11-44 The Company shall not grant the Third Class D Preferred
Shareholders any rights to receive the allotment of shares orsubscription rights to shares for subscription.
(The Rights to Request Share Acquisition of Third Class D Preferred
Shareholders)
Article 11-45 Any Third Class D preferred Shareholders may request
conversion of Third Class D Preferred Shares into Ordinary Sharesof the Company during the period in which requests for acquisition
may be made as determined by a resolution of the Board of
Directors adopted on issuance of Third Class D Preferred Shares,
pursuant to the terms of acquisition as designated by such
resolution.
2. In the calculation of Ordinary Shares due to an acquisition request, any
fraction less than one share shall be rounded down, and no
adjustments via cash will be made.

(Deleted)- 17 -

Present Articles of Incorporation

Proposed Amendment(Mandatory Acquisition Condition of Third Class D Preferred Shares)
Article 11-46 Any of Third Class D Preferred Shares, in respect of whicha request for acquisition has not been made during the period inwhich requests for acquisition may be made, shall be mandatory
converted on such day as determined by the Board of Directors,
such day being on and after the day immediately after the end of theabove-described period, (hereinafter referred to as the Mandatory
Acquisition Date in this Article) into such number of Ordinary
Shares as shall be obtained by dividing the amount equivalent to thesubscription amount per Third Class D Preferred Shares by theaverage daily closing price (including closing bids or offered prices)of the Ordinary Shares of the Company (in regular trading) as
reported by the Tokyo Stock Exchange for the thirty (30)consecutive trading days (excluding a trading day or days on which
no closing price or closing bid or offered price is reported)commencing on the forty-fifth (45th) trading day prior to the
Mandatory Acquisition Date, and such calculation shall be made to
the second decimal place denominated in Yen, and such amount in
the second decimal place shall be rounded off to the first decimal
place.
2. In such case, if the relevant average price is ① for issuance, above theAcquisition Ceiling price based on the condition of a resolution of
the Board of Directors or ② for issuance, below the Acquisition
Floor Price based on the condition of a resolution of the Board of
Directors, the relevant Third Class D Preferred Shares shall be
converted into such number of Ordinary Shares as shall be obtainedby dividing the amount equivalent to the subscription amount per
Third Class D Preferred Shares by the Acquisition Ceiling Price inthe case of ① and by the Acquisition Floor Price in the case of ②.
3. In the calculation of Ordinary Shares due to an acquisition request ineach of the above clauses, any fraction less than one share shall behandled via the methods stipulated in Clause 1 of Article 234 of theCompany Law.
(Priority Order in Profit Dividends and Interim dividends to Preferred
Shareholders)
Article 11-47 Dividends paid to Third Class B Preferred Shareholders,Third Class C Preferred Shareholders and Third Class D Preferred
Shareholders shall be paid in simultaneous.
(Priority Order in Distribution of Residual Assets to Preferred
Shareholders)
Article 11-48 Dividends paid to First Class Preferred Shareholders,
Second Class A Preferred Shareholders, Third Class A Preferred
Shareholders, Third Class B Preferred shareholders, Third Class C
Preferred Shareholders and Third Class D Preferred Shareholders
shall be paid in simultaneous.

(Deleted)

CHAPTER 3 GENERAL MEETING OF SHAREHOLDERS

CHAPTER 3 GENERAL MEETING OF SHAREHOLDERS

Article 12 – Article 16 (Text omitted)
Article 12 – Article 16 (Same as the present)(Class Shareholders’ Meeting)(Deleted)
Article 16-2 The provisions of Article 12-2, 12-3, Article 13, Article 13-2,
Article 15 and Article 16 shall also apply to class shareholders'meetings.
2. The provisions of Article 11 shall also apply to a class shareholders'meeting that is held on the same day as the general meeting ofshareholders.

- 18 -

Present Articles of Incorporation

Proposed Amendment

3. Resolution of a general meeting of shareholders subject to the provisionof Clause 2 of Article 324 of the Company Law shall be adopted byat least two-thirds of the voting rights represented by shareholder
who has the voting rights to exercise present who hold at least
one-thirds of the voting rights of all shareholders.

(Deleted)

CHAPTER 4 DIRECTORS AND BOARD OF DIRECTORSCHAPTER 4 DIRECTORS AND BOARD OF DIRECTORS

Article 17 – Article 26 (Text omitted)
Article 17 – Article 26 (Same as the present)(Liability Limitation Agreements with External Directors)(Liability Limitation Agreements with Directors)
Article 26-2 The Company can make a contact with External Directors to Article 26-2 The Company can make a contact with Directors (excluding
limit their liability for indemnity due to negligence of their duty in
Directors, etc., involved in business execution) to limit their liability
accordance with the provision of Clause 1 of Article 427 of thefor indemnity due to negligence of their duty in accordance with theCompany Law. However, the ceiling of the indemnity based on fore
provision of Clause 1 of Article 427 of the Company Law. However,mentioned agreement shall be the sum of amounts stipulated under
the ceiling of the indemnity based on fore mentioned agreement shallrespective provision of Clause 1 of Article 425 of the Company
be the sum of amounts stipulated under respective provision of ClauseLaw.
1 of Article 425 of the Company Law.
CHAPTER 5 AUDIT & SUPERVISORY BOARD MEMBERS AND CHAPTER 5 AUDIT & SUPERVISORY BOARD MEMBERS AND
AUDIT & SUPERVISORY BOARD
AUDIT & SUPERVISORY BOARD
Article 27 – Article 34 (Text omitted)
Article 27 – Article 34 (Same as the present)(Liability Limitation Agreements with External Audit & Supervisory(Liability Limitation Agreements with Audit & Supervisory Board
Board Members)
Members)
Article 34-2. The Company can make a contact with External Audit & Article 34-2. The Company can make a contact with Audit & Supervisory
Supervisory Board Members to limit their liability for indemnity
Board Members to limit their liability for indemnity due to negligence
due to negligence of their duty in accordance with the provision ofof their duty in accordance with the provision of Clause 1 of Article
Clause 1 of Article 427 of the Company Law. However, the ceiling
427 of the Company Law. However, the ceiling of the indemnityof the indemnity based on fore mentioned agreement shall be thebased on fore mentioned agreement shall be the sum of amounts
sum of amounts stipulated under respective provision of Clause 1 ofstipulated under respective provision of Clause 1 of Article 425 of the
Article 425 of the Company Law.
Company Law.
CHAPTER 6 ACCOUNTING

CHAPTER 6 ACCOUNTING

Article 35 - Article 38 (Text omitted)

Article 35 - Article 38 (Same as the present)- 19 -

Proposal 3:

Election of 9 Directors

The terms of office of all Directors will expire at the conclusion of this Annual General Meeting of
Shareholders. Accordingly, the election of 9 Directors is proposed.
The candidates are as follows:
No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1969
June 1999

1

Yoshiyuki Norihisa(December 9, 1946)[Reappointment]

June 2000
June 2001
January 2003
April 2003

June 2005
April 2007
April 2008
April 2010
April 2015
April 1977
July 2001
April 2003

2

Hideo Arai
(January 11, 1955)[Reappointment]

April 2010
April 2011
June 2012
April 2013
April 2015

Number ofshares of theCompany held

Joined Sumitomo Construction Co., Ltd.
General Manager, PC Marketing Administration Department, Civil
Engineering Division
Director
Executive Officer
Managing Executive Officer
Executive Managing Director and Managing Executive Officer
Ordinary Shares
Deputy Division Director of Civil Engineering Business Division
General Manager, PC Marketing Administration Department of the
25,480Company
Senior Executive Managing Director and Senior Managing
Executive Officer
Director, Executive Officer and Vice President
Representative Director
Representative Director, President
Representative Director, Chairman (to present)
Joined Sumitomo Construction Co., Ltd.
General Manager, Technical Consulting Department, Civil
Engineering Administration Department, Civil Engineering
Division
General Manager, Civil Engineering Technical Consulting
Department, Civil Engineering Administration Department, Civil
Engineering Business Division
Ordinary Shares
General Manager, Renewal Project Office, Project Office, Civil
9,821
Engineering Business Division of the Company
Executive Officer
General Manager, Tokyo Civil Engineering BranchManaging Executive Officer
Director
Senior Managing Executive Officer
Representative Director, President (to present)- 20 -

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1975
May 2004
November 2005

3

Yoshio Nagamoto(May 10, 1952)[Reappointment]

June 2007
September 2009
March 2010
April 2010
June 2010
April 2013
April 2014
April 1973
October 2000
April 2003

4

Toshio Nakajima(August 23, 1949)[Reappointment]

April 2009
April 2011
April 2012
April 2014
June 2014
April 2015

April 1974
April 2002

5

Kazuhiko Hirokawa(October 17, 1951)[Reappointment]

April 2003
April 2008
October 2010
April 2012
April 2014
June 2014
April 2015

Number ofshares of theCompany held

Joined Sumitomo Bank
General Manager, Credit Department I, Corporate Banking Unit,
Sumitomo Mitsui Banking Corporation
Representative Director and President, SMFG Corporate Recovery
Servicer Co., Limited
Corporate Auditor (full-time), Daiwa Securities SMBC Co., Ltd.
Advisor, Planning Department, Investment Banking Unit,
Sumitomo Mitsui Banking Corporation
Corporate Advisor of the Company
Ordinary Shares
Vice President and Executive Officer (to present)
15,100
Division Director, Audit Department (to present)
Representative Director (to present)
In charge of Audit Department, Public Relations Office andAdministration Division (to present)
In charge of Secretariat (to present)
In charge of Corporate Planning Department, Affiliated Business
Department, Business Innovation & Incubation Division and
Global Division (to present)
Joined Mitsui Construction Co., Ltd.
General Manager, Estimate Department, Tokyo Building
Construction Branch
General Manager, Purchasing Department
General Manager, Building Construction Administration
Department, Tokyo Building Construction Branch
General Manager, Building Construction Administration
Department, Tokyo Metropolitan District Housing Construction
Business Department of the Company
Executive Officer
Ordinary Shares
General Manager, Yokohama Branch
12,800Managing Executive Officer
Senior Managing Executive Officer
General Manager, Tokyo Building Construction Branch
Vice President and Executive Officer (to present)
Representative Director (to present)
In charge of Safety and Building Construction Division(to present)
Division Director, Safety & Environment Management
Department (to present)
Joined Mitsui Construction Co., Ltd.
General Manager, Building Construction Department, Eastern
Kanto Branch
General Manager, Building Construction Department, Eastern
Kanto Branch of the Company
Ordinary Shares
General Manager, Eastern Kanto Branch
16,300Executive Officer
Managing Executive Officer
Senior Managing Executive Officer (to present)
Director(to present)
Division Director, Building Construction Division (to present)- 21 -

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1979
January 2000

6

Yoshitaka Mimori(March 12, 1956)[New Candidate]

April 2003
April 2011
April 2013
April 2015
April 1979
June 1999

7

Shoji Kimijima(July 29, 1955)[Reappointment]

April 2003
April 2011
April 2012
April 2013
June 2013
April 1977
February 2002

8

Tomohiko Sato
(March 31, 1954)

April 2003
April 2012

[Reappointment]
June 2013
April 2014

Joined Sumitomo Construction Co., Ltd.
General Manager, Building Construction Department, Building
Construction Administration Department and Tokyo Branch
General Manager, Building Construction Department, Building
Construction Administration Department, Tokyo Building
Construction Branch of the Company
Executive Officer
Managing Executive Officer
Senior Managing Executive Officer (to present)
Deputy Division Director, Building Construction Division andMarketing Administration (to present)
Joined Sumitomo Construction Co., Ltd.
General Manager, General Affairs Department, Administration
Division
General Manager, General Affairs Department, Global Business
Department of the Company
Executive Officer
Division Director, Secretariat (to present)
Managing Executive Officer (to present)
Division Director, Public Relations Office (to present)
Division Director, Administration Division (to present)
Director (to present)
Joined Mitsui Construction Co., Ltd.
General Manager, Alliance and Integration Strategy Office,Corporate Planning Division
Assistant General Manager, Corporate Planning Department,
Corporate Planning Division of the Company
Executive Officer
Division Director, Corporate Planning Department and AffiliatedBusiness Department (to present)
Director (to present)
Managing Executive Officer (to present)- 22 -

Number ofshares of theCompany held

Ordinary Shares
11,700Ordinary Shares
7,918

Ordinary Shares
9,000

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Joined Ministry of Labour
Director, Local Employment Measures Division, Employment
Security Bureau
Director, Women’s Welfare Section, Women’s Bureau
June 1994
Director, Women’s Policy Planning Division, Women’s Bureau
April 1996
Lieutenant Governor, Shizuoka Prefecture
July 1999
Deputy Director-General of the Secretariat, Central Labour
August 2001
Kumiko Kitai
Relations Commission(October 29, 1952)
Ministerial Councilor (in charge of Equal Employment, Children
August 2003
and Families ), Ministry of Health, Labour and Welfare[Reappointment]
Director-General , Equal Employment, Children and Families
August 2005
Bureau[Candidate for External
Director-General of the Secretariat, Central Labour Relations
September 2006
Director]
Commission[Candidate for0
Senior Managing Director, Japan Industrial Safety and HealthIndependent Director] August 2007
Association
External Audit & Supervisory Board Member, TAKARA
June 2011
Attendance at Board of
HOLDINGS INC. (to present)
Directors Meetings
Commissioner, Tokyo Metropolitan Public Safety Commission (toOctober 2012
during fiscal 2014:
present)
External Director, KYOWA EXEO CORPORATION (to present)
9 out of 11 times
June 2014
External Director of the Company (to present)(81.8%)
June 2014
Established Kachidoki Law Office
July 2014[Significant concurrent positions]・ Attorney-at-law, Kachidoki Law Office・ External Director, KYOWA EXEO CORPORATION
・ External Audit & Supervisory Board Member, TAKARA HOLDINGS INC.
・ Commissioner, Tokyo Metropolitan Public Safety Commission(Notes)1. There are no special interests between each candidate and the Company.
2. Ms. Kumiko Kitai is an External Director as stipulated by Item 7 for Clause 3 of Article 2 of the Ordinance for
Enforcement of the Company Law. Furthermore, the Company has submitted her as an Independent Director to theTokyo Stock Exchange, Inc., as stipulated in Article 436-2 of the Securities Listing Regulations, and if she is reelected
as Director and appointed External Director, the Company plans to continue submitting her as an Independent Director
Member.
3. Concerning the Liability Limitation Agreement
An agreement to limit liability of Clause 1 of Article 423 of the Company Law has been concluded between Ms.
Kumiko Kitai and the Company, and the ceiling of the indemnity based on fore mentioned agreement shall be theminimum amount stipulated by laws and regulations. If she is reelected as Director and appointed External Director,
the Company plans to continue with the above liability limitation agreement.
4. Reasons, etc., for selection as a candidate for External Director(1) Reasons, etc., for selection as a candidate for External Director
Ms. Kumiko Kitai has been selected as a candidate for External Director as the Company wishes to have her
continue to exercise her wide range of views and wealth of experience from her past experiences in the managementof the Company. Furthermore, during her term of office as External Director, she has been appropriately fulfilling herrole as a Director of the Company, and the Company has determined that she will be able to fulfill the role ofExternal Director.
(2) Number of years since the candidate for External Director assumed office as External Director of the Company
The term of office of Ms. Kumiko Kitai as External Director will be one (1) year at the close of this General
Meeting.
April 1976
June 1992

9

Number ofshares of theCompany held

- 23 -

Proposal 4:

Election of 1 Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member Mr. Masashi Nozaki will expire at theconclusion of this Annual General Meeting of Shareholders. Accordingly, the election of 1 Audit &Supervisory Board Member is proposed.
The Board of Audit & Supervisory Board Members has previously given its approval to this proposal.
The candidate is as follows:
No.

1

Name
(Date of birth)

Masashi Nozaki(July 28, 1954)[Reappointment]

Past experience, positions
and significant concurrent positions
April 1979
April 2001
April 2003
January 2009
June 2011

Number ofshares of theCompany held

Joined Sumitomo Construction Co., Ltd.
General Manager, General Affairs Department, Administration
Division
General Manager, Affiliated Business Department, Corporate Ordinary Shares
9,000
Planning Division of the Company
General Manager, Audit Department
Audit & Supervisory Board Member (full-time) (to present)(Notes)1. There is no special interests between the candidate and the Company.
2. If Proposal 2 (Partial Amendments to the Articles of Incorporation) is approved, and Mr. Masashi Nozaki is reelected
as Audit & Supervisory Board Member, the Company plans to conclude an agreement to limit the liability of Clause 1of Article 423 of the Company Law, pursuant to Clause 1 of Article 427 of the Company Law and the changed Article34-2 of the Articles of Incorporation, and the ceiling of the indemnity based on fore mentioned agreement shall be theminimum amount stipulated by laws and regulations.

- 24 -

Instructions for Exercise of Voting Rights via the Internet, etc.
If exercising voting rights via the Internet, etc., please understand the following items.
1.

About the Voting Rights Exercise Website
Exercise of voting rights is only possible via the voting rights exercise website below, designated by the Company.
Voting Rights Exercise Website Address:
http://www.web54.net* It is also possible to use a mobile phone that can read barcodes to scan the“QR Code” shown to the right to access the voting rights exercise website.
Additionally, concerning how to navigate the website, please consult theuser manual for your phone.
(QR Code is a registered trademark of DENSO WAVE CORPORATION)

2. About Exercise of Voting Rights(1) When exercising voting rights via the Internet, please use the “Voting rights exercise code” and “Password” shownon the attached Voting Rights Exercise Form and follow the instruction on screen to register your vote for or against
the proposals.
(2) The deadline to exercise voting rights is Thursday, June 25, 2015 at 5:45 p.m., and we ask that you exercise at an
early time.
(3) If you exercise your voting rights multiple times, the most recent one to reach the Company will be considered avalid exercise of voting rights. Furthermore, if an exercise of voting rights via the Internet, etc., and an exercise of
voting rights via writing arrive on the same day, the exercise of voting rights via the Internet, etc., will be deemedvalid.
(4) Please understand that the shareholder is solely responsible for any expenses incurred while accessing the voting
rights exercise website, such as service provider connection fees and communications fees to telecommunications
providers (telephone fees, etc.).
3. About the Password and the Voting Rights Exercise Code(1) The temporary password is an important means of verifying whether the person voting is a legitimate shareholder.
Please maintain this password as strictly confidential in the same manner as a registered seal or a personal
identification number.
(2) Incorrectly inputting the password more than a certain number of times will disable it. To request reissuance of yourpassword, please follow the on screen instructions.
(3) The voting rights exercise code printed on the Voting Rights Exercise Form is valid only for this General Meeting.
4. About System Requirements
If exercising your voting rights via the Internet, please confirm the following points about your system.
(1) Via the website for personal computersa. Monitor resolution of at least 800 x 600 (SVGA).
b. The following applications installed.
(a). Microsoft® Internet Explorer Ver. 5.01 SP2 or later as a web browser(b). Adobe® Acrobat® Reader® Ver4.0 or later or Adobe® Reader® PDF Ver.6.0 or later as a PDF file browser*Internet Explorer is a registered trademark or trademark of US-based Microsoft Corporation in the US and othercountries, and Adobe® Acrobat® Reader® and Adobe® Reader® are registered trademarks or trademarks of
US-based Adobe Systems Incorporated in the US and other countries.
*Any of the above software can be downloaded free of charge from the website of the respective companies.
c. If “pop-up blocker” functions are enabled in the web browser or add-in tools, etc., please disable (or temporarily
disable) this function, and for privacy settings, please enable “Cookies” for the voting rights exercise website.
d. If you are unable to connect to the above website, it is possible that your connection to the Internet may be limited
due to firewalls, proxy servers, or security software, etc., and it is recommended to confirm the settings of these
programs.
(2) Via the website for mobile phone devices
A device that enabled with 128bit SSL (Secure Socket Layer) transmission capability.
Furthermore, it is also possible to use full browser functions on mobile phones (including smartphones) to exercise
voting rights, but there may be cases where use is not possible, depending upon the device.

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5. Inquires Regarding Controlling the Personal Computer, etc.
(1) If you are unsure about how to use your personal computer or mobile phone, etc., to exercise voting rights via thedesignated website, please contact the following for support:
Sumitomo Mitsui Trust Bank, Stock Transfer Agency Web Support Dedicated Hotline[Telephone] 0120 (652) 031(open from 9 a.m. to 9 p.m. Japan time)(2) For other inquiries, please contact the following:a. Shareholders with an account at a securities company
For shareholders with an account at a securities company, please contact your securities company.
b. Shareholders without an account at a securities company (Shareholders with designated accounts)
Sumitomo Mitsui Trust Bank, Stock Transfer Administrative Center[Telephone] 0120 (782) 031(open from 9 a.m. to 5 p.m. Japan time, closed on weekends and holidays)
6. About use of the Voting Rights Exercise Platform (For Institutional Investors)
For this General Meeting, institutional investors may also utilize the “Voting Rights Exercise Platform” operated by ICJ,
Inc. to exercise voting rights via electromagnetic method.

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