Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes noresponsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

Securities Code: 1814
June 5, 2023
To our shareholders:Kazunori Murao, President & Representative Director
DAISUE CONSTRUCTION CO., LTD.
2-5-28 Kyutaro-machi, Chuo-ku, Osaka-shi, Osaka

Notice of the 77th Annual General Meeting of Shareholders
Please be notified that the 77th Annual General Meeting of Shareholders of DAISUE CONSTRUCTION CO.,LTD. (the “Company”) will be held as indicated below.
When convening this General Meeting of Shareholders, the Company takes measures for providing informationthat constitutes the content of Reference Documents for the General Meeting of Shareholders, etc. (items for which
the measures for providing information in electronic format are to be taken) in electronic format, and posts thisinformation on the Company’s website. Please access the Company’s website by using the Internet address shown
below to review the information.
The Company’s website:
https://www.daisue.co.jp/ir/meeting/ (in Japanese)
https://www.daisue.co.jp/en/ir/meeting/In addition to posting items subject to measures for electronic provision on the website above, the Company also
posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). To access this information from thelatter website, access the TSE website (Listed Company Search) by using the Internet address shown below, enter
the issue name (DAISUE CONSTRUCTION) or securities code (1814), and click “Search,” and then click “Basic
information” and select “Documents for public inspection/PR information.”
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
If you do not wish to attend the meeting in person, you may exercise your voting rights via the Internet or inwriting. Please review the Reference Documents for the General Meeting of Shareholders and exercise yourvoting rights by 5:30 p.m. on Thursday, June 22, 2023 (JST).
1. Date and Time: Friday, June 23, 2023, at 10:00 a.m. (JST)(The venue opens at 9:00 a.m.)
2. Venue:
9th floor Conference Room, Head Office of the Company
2-5-28 Kyutaro-machi, Chuo-ku, Osaka-shi, Osaka
3. Purpose of the Meeting:
Matters to be reported:
1. Business Report and the Consolidated Financial Statements for the 77th fiscal year (from April 1, 2022 toMarch 31, 2023), and report by the Financial Auditor and the Audit and Supervisory Committee on the
results of audits of the Consolidated Financial Statements.
2. The Non-consolidated Financial Statements for the 77th fiscal year (from April 1, 2022 to March 31, 2023)
Matter to be resolved:
Proposal:
Election of Eight Directors (Excluding Directors serving on the Audit and Supervisory
Committee)-1-4. Matters determined in relation to the convocation:(1) For this general meeting of shareholders, we have delivered paper-based documents to all shareholders,regardless of whether or not they have requested them. Among the items subject to measures for electronic
provision, in accordance with the provisions of laws and regulations and the Articles of Incorporation of
the Company, the following items are not provided in the paper-based documents delivered toshareholders. Accordingly, these documents are part of the documents included in the scope of audits by
the Audit and Supervisory Committee and the Financial Auditor when they create their respective audit
reports.
(i) The following matters in the Business Report“Principal Content of Business Undertakings,” “Important Business Offices,” “Status of Employees,”“Major Lenders,” “Summary of the Content of Limited Liability Agreements,” “Summary of theContent of Directors and Officers Liability Insurance Agreements,” “Status of the Financial Auditor,”“Systems for Ensuring Proper Business Activities,” and “Outline of the Operation of Systems for
Ensuring Proper Business Activities”(ii) “Consolidated Statement of Changes in Equity” in the Consolidated Financial Statements and “Notes to
the Consolidated Financial Statements”(iii) “Non-consolidated Balance Sheets,” “Non-consolidated Statements of Income,” and “Nonconsolidated Statement of Changes in Equity” in the Non-consolidated Financial Statements and“Notes to the Non-consolidated Financial Statements”(2) If voting rights are exercised in duplicate via the Internet and the voting form, the exercise of voting rights
via the Internet shall be treated as valid. In addition, if voting rights are exercised multiple times via theInternet, the final vote submitted shall be treated as valid.
(3) If there is no indication of a vote for or against any proposal on a voting form that has been returned, it
shall be treated as indication of a vote for proposals submitted by the Company and a vote against
proposals submitted by shareholders.
- If you attend the meeting in person, please submit the enclosed voting form at the reception desk.
- If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items
before and after the revisions will be posted on the Company’s aforementioned website and the TSE website.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal:
Election of Eight Directors (Excluding Directors serving on the Audit and Supervisory
Committee)
The terms of office of all eight Directors (excluding Directors serving on the Audit and Supervisory Committee;
the same applies in this proposal) will expire upon the conclusion of this General Meeting of Shareholders.
Accordingly, the Company hereby requests the appointment of eight Directors.
A review by the Audit and Supervisory Committee found no matters requiring special mention.
The candidates for the positions are as follows:
Candidate
No.

Name

Position

1

Kazunori Murao

Reappointed

2
3
4

Hidehiro Gokon
Motohiro Kataoka
Koichiro Tsuru

5

Kunihiro Kamiya

6

Tetsu Sato

7

Hiroki Nakashotani

8Harumi Isowa

Reappointed
Reappointed
Reappointed
Reappointed
OutsideIndependent
Reappointed
OutsideReappointed
OutsideReappointed
OutsideIndependent
FemalePresident & Representative Director, Executive
President
Director, Executive Vice President
Director, Managing Executive Officer
Director, Executive Officer

Number of Board of
Directors meetings
attended
15/15
15/15
15/15
15/15

Outside Director

15/15

Outside Director

13/15

Outside Director

11/11

Outside Director

11/11

Note: Hiroki Nakashotani and Harumi Isowa’s number of Board of Directors meetings attended refers to meetings held after June 24,
2022.

-3-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1988
Apr. 2010
Apr. 2012

Kazunori Murao(January 24, 1965)
Reappointed
1

Apr. 2013
Apr. 2015
June 2015
Apr. 2018
Apr. 2019
Apr. 2020

Apr. 2022

2

Joined the Company
Leader of West Japan Technology Group
General Manager of Building Work
Department, Osaka Head Office
Executive Officer
General Manager of Osaka Head Office and in
charge of Nagoya Branch
Director
Managing Executive Officer
General Manager of Tokyo Head Office
President & Representative Director (current
position)
Executive President (current position)
General Manager of DX Promotion Division(current position)

Number of theCompany’s shares
owned

15,791 shares[Reasons for appointment]
Kazunori Murao has a wealth of experience and advanced knowledge relating to the Company’s operations through hisservice as President & Representative Director. In addition, he has been engaged in corporate management as a Directorof the Company since 2015, appropriately fulfilling his duties. Therefore, the Company considers him suitably qualified
as a Director of the Company and has nominated him once again as a candidate for Director.
July 1987
Joined the Company
Mar. 2009
General Manager of Tokyo Construction
Business Department, Construction Business
Division
Apr. 2009
Executive Officer
Deputy General Manager of Construction
Business Division
Apr. 2010
General Manager of Tokyo Construction
Business Department
Apr. 2012
General Manager of Construction Sales
Department, Tokyo Head OfficeHidehiro Gokon(June 15, 1960)
Apr. 2013
General Manager of Osaka Head Office, in
5,206 sharescharge of Nagoya Branch, and General
Reappointed
Manager of Development Business
Department, Osaka Head Office
June 2013
Director (current position)
Apr. 2015
General Manager of Tokyo Head OfficeJan. 2019
Managing Executive Officer
Apr. 2019
General Manager of Osaka Head Office(current position) and in charge of Nagoya
BranchApr. 2020
Executive Vice President (current position)
In charge of Sales Headquarters and Managerof the Sales Headquarters[Reasons for appointment]
Hidehiro Gokon has a wealth of experience and advanced knowledge relating to the Company’s operations, having
been in charge of units such as the sales department. In addition, he has been engaged in corporate management as a
Director of the Company since 2013, appropriately fulfilling his duties. Therefore, the Company considers him suitably
qualified as a Director of the Company and has nominated him once again as a candidate for Director.

-4-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1989
Jan. 2015
May 2018

Motohiro Kataoka(August 11, 1965)

June 2019
Apr. 2020

Reappointed
3
Apr. 2022

4

Joined The Sanwa Bank, Limited (current
MUFG Bank, Ltd.)
General Manager of Tamatsukuri Branch Office
Joined the Company
Executive Officer of the Company
In charge of Management Strategy Department(current position) and CSR Promotion OfficeDirector (current position)
In charge of Audit & Supervisory Department
and Start-up Strategy Department (current
position)Managing Executive Officer (current position)
In charge of DX Promotion Department(current position), in charge of Systems
Department (current position), and in charge ofSales Promotion Department

Number of theCompany’s shares
owned

4,589 shares[Reasons for appointment]
Motohiro Kataoka has broad financial knowledge and a wealth of experience gained through his service at a financial
institution. As a Director of the Company since 2019, he has been in charge of Management Strategy Department, etc.,
appropriately fulfilling his duties. Therefore, the Company considers him suitably qualified as a Director of theCompany and has nominated him once again as a candidate for Director.
Apr. 1988
Joined the Company
Mar. 2010
General Manager of Tokyo Renewal Business
Department
Apr. 2013
Executive Officer (current position)
General Manager of Construction Sales
Department, Tokyo Head Office
Koichiro Tsuru(October 6, 1963)
Oct. 2017
General Manager of Building Work4,406 shares
Department, Tokyo Head Office
Reappointed
Apr. 2020
General Manager of Tokyo Head Office(current position) and Deputy General Manager
of Sales Division
June 2021
Director (current position)
Apr. 2022
In charge of Design Department (current
position)[Reasons for appointment]
Koichiro Tsuru has a wealth of experience and advanced knowledge relating to the Company’s operations, having beenin charge of units such as the sales department. In addition, he has been engaged in corporate management as an
Executive Officer and General Manager of Tokyo Head Office since 2020 and as a Director since 2021, appropriately
fulfilling his duties. Therefore, the Company considers him suitably qualified as a Director of the Company and has
nominated him once again as a candidate for Director.

-5-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1968
Apr. 1999
Apr. 2000
June 2002

5

Number of theCompany’s shares
ownedJoined Hitachi, Ltd.
General Manager of Accounting Center
General Manager of Financial Department
COO of Information and Communication
Group and General Manager of E–Solution
Promotion Division
Oct. 2004
Representative Director and Chairman of
Hitachi-Omron Terminal Solutions, Corp.
Mar. 2007
Resigned as Representative Director andChairmanJune 2007
Director of Hitachi Maxell, Ltd. (currently
Maxell Holdings, Ltd.), and Chair of the Audit
Group
Kunihiro Kamiya
Oct. 2008
Member of the Accounting Board of Japan(August 16, 1944)
Audit & Supervisory Board Members
5,852 shares
Association
Reappointed
June 2009
Expert Committee Member of the Fundamental
OutsideMatters Examination Committee
Independent
June 2010
Resigned as Director of Hitachi Maxell, Ltd.
(currently Maxell Holdings, Ltd.)
Oct. 2010
Resigned as Expert Committee Member of theFundamental Matters Examination Committee
and Member of the Accounting Board of Japan
Audit & Supervisory Board Members
Association
June 2011
Outside Audit & Supervisory Board Member ofAnritsu Corporation
June 2014
Outside Director of the Company (current
position)
June 2015
Resigned as outside Audit & Supervisory Board
Member of Anritsu Corporation[Reasons for appointment and outline of expected role]
Kunihiro Kamiya has a wealth of experience and broad insight as a manager through his duties as a director and audit &supervisory board member of other companies, and has been appropriately performing his duties as an outside Directorof the Company since 2014. Therefore, the Company considers him suitably qualified as an outside Director of theCompany and has nominated him once again as a candidate for an outside Director. If he is reappointed, he will be
involved as a chairperson of the Remuneration Advisory Committee and a member of the Nomination Advisory
Committee from an independent standpoint in the selection of candidates for the Company’s board of directors anddecisions on remuneration, etc.

-6-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1992
Apr. 2006

6

7

Number of theCompany’s shares
ownedJoined the former Misawa Homes Co., Ltd.
General Manager of Asset Utilization
Department of Misawa Homes Higashi-Kanto
Co., Ltd.
Apr. 2017
General Manager of Development Business
Department of Misawa Homes Co., Ltd.
Dec. 2017
Director of Fujigaoka Ikiiki Koryu SpecialPurpose Company
June 2018
Outside Director of the Company (current
position)
Oct. 2018
Executive Officer of Misawa Homes Co., Ltd.
Tetsu SatoIn charge of Stock Promotion and Development(August 20, 1967)
Business and General Manager of Development–
Business Division
Reappointed
Director of MISAWA HOMES Real estate CO.,OutsideLTD. (current position)
Apr. 2019
In charge of Development Business of Misawa
Homes Co., Ltd.
Director of MA Refining Systems co., LTD.
Apr. 2022
Deputy General Manager of Urban
Development Business Division and General
Manager of Building Revitalization Promotion
Project of Urban Development Business
Division of Misawa Homes Co., Ltd.
June 2022
Managing Executive Officer (current position)
General Manager of Urban Development
Business Division (current position)[Reasons for appointment and outline of expected role]
Tetsu Sato has a wealth of experience and broad insight as a manager through his service as a director and an executive
officer of other companies, and he has been engaged in corporate management as an outside Director of the Company
since 2018, appropriately fulfilling his duties. Therefore, the Company considers him suitably qualified as an outside
Director of the Company and has nominated him once again as a candidate for an outside Director. In addition, theCompany expects him to make useful proposals, etc. in the sales department to achieve the full effect of the businessalliance.
Apr. 1992
Joined the former Misawa Homes Co., Ltd.
Apr. 2020
General Manager of Technology Department of
Misawa Homes Co., Ltd.
Hiroki Nakashotani
Apr. 2022
Executive Officer (current position)(March 12, 1970)
Deputy General Manager of Product and–Technology Development Division (current
Reappointed
position) and General Manager of Technology
OutsideDepartment of Product and Technology
Development Division (current position)
June 2022
Outside Director of the Company (current
position)[Reasons for appointment and outline of expected role]
Hiroki Nakashotani has a wealth of experience and broad insight as an engineer through his duties related toconstruction at another company, and has been appropriately performing his duties as an outside Director of theCompany since 2022. Therefore, the Company has nominated him as a candidate for an outside Director. In addition,
the Company expects him to make useful proposals, etc. in the technology departments to achieve the full effect of thebusiness alliance.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company

Number of theCompany’s shares
owned

Apr. 1988
Apr. 2006
Apr. 2017
June 20188

Notes:

1.
2.
3.

4.

5.

6.

Joined The Mainichi Newspapers Co., Ltd.
General Manager of Kofu Branch
General Manager of Digital Media Branch
Harumi Isowa(April 12, 1963)
General Manager of Sales Division II
Director of Mainichi Advertising Inc.
61 shares
Reappointed
June 2020
General Manager of Representative’s Office,OutsideTokyo Headquarters
Independent
June 2021
Outside Director of Kobelco Eco-Solutions Co.,
FemaleLtd.
June 2022
Outside Director of the Company (current
position)[Reasons for appointment and outline of expected role]
Harumi Isowa has a wealth of experience and broad insight as a manager through her service as a director and an
outside director of other companies, and has been appropriately performing her duties as an outside Director of theCompany since 2022. Therefore, the Company has nominated her as a candidate for an outside Director. If she isreappointed, she will be involved as a member of the Nomination Advisory Committee and the Remuneration Advisory
Committee from an independent standpoint in the selection of candidates for the Company’s board of directors anddecisions on remuneration, etc.
There is no special interest relationship between any of the candidates above and the Company.
Kunihiro Kamiya, Tetsu Sato, Hiroki Nakashotani and Harumi Isowa are candidates for outside Director.
The Company has entered into limited liability agreements with Kunihiro Kamiya, Tetsu Sato, Hiroki Nakashotani andHarumi Isowa as provided for in Article 427, paragraph (1) of the Companies Act, and the amount of the liability
limitation under said agreements is the minimum liability amount stipulated by laws and regulations. Upon the approvalof their reappointment, the Company plans to continue such agreements with them.
The Company has entered into a directors and officers liability insurance agreement with an insurance company asprovided for in Article 430–3, paragraph (1) of the Companies Act, and the insurance policy will cover any
compensation for damages resulting from the insured person, including the Director of the Company, being liable aswell as damages caused by disputes and litigation expenses. If each candidate is elected and assumes office as a
Director, they will become an insured person under this insurance agreement.
Kunihiro Kamiya and Harumi Isowa satisfy the requirements for independent officers as provided for by Tokyo Stock
Exchange, and also satisfy the Company’s independence standards, and the Company has submitted notification to theaforementioned exchange concerning their designation as independent officers. Upon the approval of theirreappointment, the Company plans for their designation as an independent officer to continue. At the conclusion of thismeeting, their tenures as outside Directors of the Company will have been nine years for Kunihiro Kamiya and one year
for Harumi Isowa.
At the conclusion of this meeting, Tetsu Sato and Hiroki Nakashotani’s tenures as outside Directors of the Company will
have been five years and one year, respectively.

* The Company’s independence standards are as set forth below.
[Independence standards for independent outside Directors]
The Company has established independence standards for outside Directors of the Company as follows to ensure thenecessary objectivity and transparency for appropriate corporate governance of the Company. When an outside Director
falls under any of the following items, they are deemed not to have sufficiently satisfied the Company’s requirements forindependence.
(1) A person from the Company and its consolidated subsidiaries (hereinafter the “Group”). (A person from the Group
refers to a person who has been employed or otherwise served in the Group within the past ten years of assuming
position as Director of the Company.)(2) A major shareholder, defined as holding 10% or more of the total number of voting rights of the Company, or aperson who executes the business of an entity that is a major shareholder.
(3) A person who executes the business of an entity that is a major trading partner of the Group whose transactions
with the Company make up more than 3% of the Company’s consolidated sales.
(4) A professional such as a consultant, accountant, or attorney who receives a large amount (over ¥10 million) of
money or other property from the Group.
(5) A person who receives donations of a large amount (over ¥10 million) from the Group.

-8-(6) A major lender of the Group (over 5% of consolidated net assets) or a person who executes the business of such anentity (including all such persons who have executed business of the entity within the past ten years of assuming
position as Director of the Company).
(7) A person whose close relative (within the second degree of kinship) falls under any of the above items (1) to (6).
(8) A person who, at any time in the last five years, fell under any of the above items (2) to (5).
(9) A person who, irrespective of whether they fall under any of the above items, can be reasonably judged unable tofulfill duties as an outside Director from an independent standpoint from the Company.

-9-[Reference]
Diversity of the Board of Directors and the Audit and Supervisory Committee (if the proposal is approved)
Candidate No. of
Directors(excluding Directors
serving on the Audit
and Supervisory
Committee)

Knowledge and experience expected by the Company*
Name

1

Kazunori Murao

2

OutsideIndependence(outside
only)

FemaleCorporate Finance andLegalmanagement accounting compliance

Sales

Technology

●

●

●

Hidehiro Gokon

●

●

●

3

Motohiro Kataoka●

4

Koichiro Tsuru●

5

Kunihiro Kamiya●

6

Tetsu Sato

●

●

7

Hiroki Nakashotani

●

●

8

Harumi Isowa

●

●

●

●

●

●

●

IT

●

●
●

●

●

●

●

●
●
●

●

●

●

* The above list does not represent all the knowledge and experience of the candidates.
Directors serving on
the Audit andSupervisory
Committee

Name

OutsideIndependence(outside
only)

Knowledge and experience expected by the Company*
FemaleCorporate Finance andLegalmanagement accounting compliance

Nobuhiro Maeda
Incumbent
members

Masaaki Yasuoka●●

Akinori Tani

●

●

●

●

●

●

●

●

●

●

* The above list does not represent all the knowledge and experience of the candidates.

- 10 -IT

Sales

Technology●●●●