Note: This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.
The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

Securities code: 1968
June 12, 2024
(Electronic provision of documents starts on: June 5, 2024)
To Shareholders with Voting Rights:
Jo Nojiri
Representative Director
President and Chief Executive Officer
TAIHEI DENGYO KAISHA, LTD.
2-4, Kanda Jimbo-cho, Chiyoda-ku,
Tokyo, JapanNOTICE FOR 84th ANNUAL GENERAL MEETING OF SHAREHOLDERSTAIHEI DENGYO KAISHA, LTD. is calling its 84th Annual General Meeting of Shareholders as scheduled
hereunder. We extend a cordial invitation to our individual shareholders to attend the meeting.
The Company takes measures for electronic provision in convening this General Meeting of Shareholders.
Matters to be provided electronically are posted on the website below as “Notice for 84th Annual General
Meeting of Shareholders.”
The Company’s website:
https://www.taihei-dengyo.co.jp/en/ir/finance/
1. Date/Time: 10:00 a.m., Thursday, June 27, 2024 (reception opens at 9:00 a.m.)
2. Place:

The Banquet Hall Pearl, 3F, Kudan-Kaikan Terrace
1-6-5, Kudanminami,
Chiyoda-ku, Tokyo, Japan

3. Agenda for Meeting:
Reports(1)(2)

The business report, the consolidated financial statements, and the audit results on the
consolidated financial statements submitted by the Accounting Auditor and the Audit &Supervisory Board for the 84th business term of April 1, 2023, to March 31, 2024
The non-consolidated financial statements for the 84th business term of April 1, 2023, to
March 31, 2024

Resolutions
Resolution-1:
Resolution-2:
Resolution-3:

Appointment of 9 Directors
Appointment of 1 Audit & Supervisory Board Member
Appointment of 1 Substitute Audit & Supervisory Board Member－1－REFERENCE DOCUMENTS FOR THE GENERAL MEETING OF SHAREHOLDERS
Resolutions as Proposed and Reference Information:
Resolution-1: Appointment of 9 Directors
All of our directors (8) will complete their terms of office at the time that this Annual General Meetingof Shareholders has been completed. Accordingly, we request shareholders’ approval for newly adding
1 highly independent outside director and appointing 9 members of directors including 4 outside
directors for the purpose of enhancing soundness of management and further strengthening corporate
governance.
All 4 candidates for outside director satisfy the requirements for independent director/audit &supervisory board member as stipulated by Tokyo Stock Exchange, Inc. on which the Company islisted. If the appointments of these candidates are approved, the Company plans to designate them as
independent directors/audit & supervisory board members.
The candidates for the post of director are as follows:No.

1

Number of
Career Summary, Position and Responsibility at the Company, andShares of theImportant Concurrent Positions
Company Held
Mar. 1984 Joined the Company
Jul. 2007 Promoted to General Manager, Maintenance
Department
Apr. 2008 Promoted to Executive Officer/ General
Manager, Maintenance Department
Jun. 2009 Promoted to Senior Executive Officer/ Deputy
Jo Nojiri
General Manager, Construction Operations(Jan. 29, 1959)
Division and General Manager, Maintenance
Department
Reappointment
Apr. 2012 Promoted to Senior Executive Officer/ General
Manager, Construction Operations Division
Male
Jun. 2012 Appointed as Director and Senior Executive
22,100
Officer/ General Manager, Construction
Number of Board of
Operations Division
Directors meetings Apr. 2013 Appointed as Representative Director, President
attended:and Chief Executive Officer
15 of 15 meetings(to the present)(100%)[Reasons for the appointment as a candidate for director]
As outlined in his career summary above, Mr. Jo Nojiri possesses
extensive professional experience and offers excellent insights
and leadership for tackling the important managerial issues of the
TDK Group quickly and boldly and for producing good results.
Therefore, we believe that Mr. Nojiri is suitable as a director of theCompany and have reappointed him as a candidate for director.
Name(Date of Birth)

－2－

No.

2

Number of
Career Summary, Position and Responsibility at the Company, andShares of theImportant Concurrent Positions
Company Held
Mar. 1987
Joined the Company
Jan. 2007
Promoted to Site Manager of Electrical andInstrumentation Construction Works for Shin-Nagoya
Thermal Power Station Unit 8
Apr. 2014
Promoted to General Manager, Maintenance
Department
Jun. 2014
Promoted to General Manager, Maintenance
Department and General Manager, Nuclear Power
Department
Oct. 2015
Promoted to Executive Officer/ Deputy
Hiroaki Ito
General Manager, Construction Operations(Sep. 8, 1964)
Division and General Manager, Maintenance
Department
Reappointment
Apr. 2017
Promoted to Executive Officer/ General Manager,
Tokyo Branch Office
Male
9,000
Jun. 2019
Appointed as Director and Senior Executive Officer/
Supervising
Director,
East
Japan
DivisionandDeputyNumber of Board ofGeneral Manager, Construction Operations Division
Directors meetings
Jun.
2020
Appointed
as Director and Senior Executive Officer/
attended:General Manager, Sales Operations Division and in
15 of 15 meetings
charge of Power Business Division(100%)
J u l . 2022
Appointed as Director and Managing Executive
Officer/ General Manager, Sales Operations Division(to the present)[Reasons for the appointment as a candidate for director]
As outlined in his career summary above, Mr. Hiroaki Ito possesses
abundant experience and excellent insights concerning thebusiness activities of the TDK Group in the construction
department, sales department, and at the Branch Offices. Therefore,
we believe that Mr. Ito is suitable as a director of the Company andhave reappointed him as a candidate for director.
Name(Date of Birth)

－3－

No.

3

4

Number of
Career Summary, Position and Responsibility at the Company, andShares of theImportant Concurrent Positions
Company Held
Mar. 1986
Joined the Company
J u l . 2007
Promoted to General Manager, Sales Department,
Nagoya Branch Office
Apr. 2010
Promoted to General Manager, Accounting
Department
Oct. 2014
Promoted to Executive Officer/ General Manager,
Accounting Department
Apr. 2017
Promoted to Executive Officer/ Deputy General
Manager, General Affairs Administrative Division
Shinya Kusaka
Jun. 2017
Appointed as Director and Senior Executive Officer/(May 15, 1963)
General Manager, General Affairs Administrative
Division
Reappointment
Apr. 2018
Appointed as Director and Senior Executive Officer/
General Manager, General Affairs Administrative
Male
Division and General Manager, Accounting
13,300Department
Number of Board of Oct. 2021
Appointed as Director and Senior Executive Officer/
Directors meetings
General Manager, General Affairs Administrative
attended:
Division
15 of 15 meetings J u l . 2023
Appointed as Director and Managing Executive(100%)
Officer/ General Manager, General Affairs
Administrative Division(to the present)[Reasons for the appointment as a candidate for director]
As outlined in his career summary above, Mr. Shinya Kusaka
possesses abundant experience and excellent insights
concerning the business activities of the TDK Group in theaccounting department. Therefore, we believe that Mr. Kusaka issuitable as a director of the Company and have reappointed him
as a candidate for director.
Mar. 1987
Joined the Company
May 2014
Promoted to Manager, Electrical and Instrumentation
Design Section, Design Department
Apr. 2016
Promoted to Deputy General Manager, Tohoku
Branch Office
Shingo Okamoto
Apr.
2017
Promoted to Executive Officer/ General Manager,(Aug. 27, 1963)
Tohoku Branch Office
Apr. 2019
Promoted to Executive Officer/ General Manager,
Reappointment
Nagoya Branch OfficeJ u l . 2022
Appointed as Director and Senior Executive Officer/
Male
2,900
General Manager, Technical & Engineering
Operations
DivisionandinchargeofPower
Business
Number of Board of
Division
Directors meetings(to the present)
attended:[Reasonsforthe appointment as a candidate for director]
15 of 15 meetings
As outlined in his career summary above, Mr. Shingo Okamoto(100%)
possesses abundant experience and excellent insights
concerning the business activities of the TDK Group in technical &engineering departments and at the Branch Offices. Therefore, we
believe that Mr. Okamoto is suitable as a director of the Company
and have reappointed him as a candidate for director.
Name(Date of Birth)

－4－

No.

5

6

Number of
Career Summary, Position and Responsibility at the Company, andShares of theImportant Concurrent Positions
Company Held
Apr. 1991
Joined the Company
J u l . 2008
Promoted to Manager, Construction Planning
Section, Construction Department
Oct. 2010
Promoted to Rehabilitation Construction Site Chief ofSuralaya, Indonesia
Apr. 2014
Promoted to Construction Site Manager of Osaki
IGCC Thermal Power Station
Sep. 2016
Promoted to Construction Site Manager of NishiSatoru Kotoguchi
Nagoya Thermal Power Station Unit 7-2(Dec. 13, 1968)
Jan. 2018
Promoted to Construction Site Manager of Nakoso
IGCC Thermal Power Station
4,100
New appointment
Jun. 2020
Promoted to Executive Officer/ General Manager,
Osaka Branch OfficeMale(to the present)[Reasons for the appointment as a candidate for director]
As outlined in his career summary above, Mr. Satoru Kotoguchi
possesses abundant experience and excellent insights concerning
the business activities of the TDK Group in the construction
department and at the Branch Offices. Therefore, we believe that
Mr. Kotoguchi is suitable as a director of the Company and haveappointed him as a candidate for director.
Apr. 1985
Registered as a lawyer
Joined Nagashima & Ohno (currently Nagashima
Ohno & Tsunematsu)
J u l . 1990
Retired from Nagashima & Ohno (currently
Nagashima Ohno & Tsunematsu)
J u l . 2010
Appointed as Director, MISHIMA KAIUN MEMORIAL
FOUNDATION(to the present)
Jun. 2016
Appointed as Outside Audit & Supervisory Board
Ichiro Wada
Member(Aug. 4, 1952)
Feb. 2019
Established Ushijima, Wada and Fujitsu Law Firm
(currently Ushijima, Wada, Fujitsu and Yoshinaga
Reappointment
Law Firm)
OutsideJun. 2020
Retired as Outside Audit & Supervisory Board
Independent
Member0
Jun. 2021
Appointed as Outside DirectorMale(to the present)
Number of Board of [Reasons for the appointment as a candidate for outside director
Directors meetingsand expected roles]
attended:
Mr. Ichiro Wada satisfies the requirements for independent
15 of 15 meetings
director/audit & supervisory board member as stipulated by Tokyo(100%)
Stock Exchange, Inc. He is a lawyer with considerable knowledgeof corporate legal affairs. The Company expects that he will reflect
his professional knowledge and experience in the Company’s
management from an independent standpoint and thus
recommends his election as an outside director. Although Mr.
Wada has not been engaged in company management directly,
based on the reasons above, we believe that he will be able toexecute the duties as an outside director appropriately and havereappointed him as a candidate for outside director.
Name(Date of Birth)

－5－

No.

7

8

Number of
Career Summary, Position and Responsibility at the Company, andShares of theImportant Concurrent Positions
Company Held
Sep. 2007 Registered as a lawyer
Joined Mori Hamada & MatsumotoJan. 2017 Appointed as Partner at Mori Hamada & MatsumotoDec. 2020 Retired from Mori Hamada & MatsumotoJan. 2021 Joined Hifumi Law
Appointed as Partner at Hifumi Law
Fuyuki Kojima(to the present)(Jan. 1, 1984)
Oct. 2021 Appointed as Outside Auditor, Shinsei CapitalPartners, Ltd.
Reappointment(to the present)
OutsideJun. 2022 Appointed as Outside Director
Independent(to the present)
0[Reasons for the appointment as a candidate for outside director
Maleand expected roles]
Number of Board of Mr. Fuyuki Kojima satisfies the requirements for independent
director/audit & supervisory board member as stipulated by Tokyo
Directors meetings
Stock Exchange, Inc. He is a lawyer with considerable knowledge
attended:of corporate legal affairs. The Company expects that he will reflect
15 of 15 meetings
his professional knowledge and experience in the Company’s(100%)
management from an independent standpoint and thus
recommends his election as an outside director. Although Mr.
Kojima has not been engaged in company management directly,
based on the reasons above, we believe that he will be able toexecute the duties as an outside director appropriately and havereappointed him as a candidate for outside director.
Apr. 1981 Registered as a lawyer
Joined Yamada Brothers (currently Yamada, Goya &Suzuki)
Apr. 2010 Retired from Yamada, Goya & Suzuki
Established Yamada Law Firm
Civil Conciliation Commissioner, Tokyo Summary
Court(to the present)
Oct. 2013 Appointed as Special Committee Member, Dispute
Reconciliation Committee for Nuclear Damage
Compensation, Ministry of Education, Culture, Sports,
Science and Technology(to the present)
Setsuko YamadaJun. 2020 Appointed as Outside Audit & Supervisory Board(May 8, 1954)
Member(to the present)
New appointment0
Apr. 2022 Appointed as Committee member, Tokyo Metropolitan
OutsideAdministrative Complaint Review Board
Independent(to the present)
Female[Reasons for the appointment as a candidate for outside director
and expected roles]
Ms. Setsuko Yamada satisfies the requirements for independent
director/audit & supervisory board member as stipulated by Tokyo
Stock Exchange, Inc. She is a lawyer with considerable
knowledge of corporate legal affairs. The Company expects that
she will reflect her professional knowledge and experience in the
Company’s management from an independent standpoint andthus recommends her election as an outside director. Although
Ms. Yamada has not been engaged in company management
directly, based on the reasons above, we believe that she will beable to execute the duties as an outside director appropriately andhave appointed her as a candidate for outside director.
Name(Date of Birth)－6－

Number ofCareer Summary, Position and Responsibility at the Company, andShares of theImportant Concurrent Positions
Company Held
Jun. 1986 Appointed as Lecturer, Japanese Language School,
Shiko Gakuen
Apr. 1999 Appointed as Part-time Lecturer, Taisho University
Mar. 2003 Completed master’s degree at Graduate School ofInternational Management, Waseda University
Apr. 2005 Appointed as temporary education staff, College ofInternational Communication, Shukutoku University
Apr. 2007 Appointed as Lecturer certified by the Association forJapanese Language Certification(to the present)
Mayumi Shirayori Nov. 2007 Appointed as Director, Taiwan Japanese Genbungei
Research Society(Aug. 2, 1960)(to the present)
New appointment Apr. 2014 Appointed as Professor, School of Communication and0
Design, College of Humanities, Shukutoku University
9 Outside(tothepresent)
Independent[Reasons for the appointment as a candidate for outside director
andexpected roles]
FemaleMs. Mayumi Shirayori satisfies the requirements for independent
director/audit & supervisory board member as stipulated by Tokyo
Stock Exchange, Inc. The Company expects that she will reflect
her many years of experience and knowledge as a researcher inthe field of international management in the Company’s
management from an independent standpoint and thus
recommends her election as an outside director. Although Ms.
Shirayori has not been engaged in company management directly,
based on the reasons above, we believe that she will be able toexecute the duties as an outside director appropriately and haveappointed her as a candidate for outside director.
Notes: 1. There are no special interests between the Company and each of the above-listed director
candidates.
2. Mr. Ichiro Wada, Mr. Fuyuki Kojima, Ms. Setsuko Yamada, and Ms. Mayumi Shirayori are
candidates for outside director.
3. Mr. Ichiro Wada, Mr. Fuyuki Kojima, Ms. Setsuko Yamada, and Ms. Mayumi Shirayori satisfy therequirements for independent director/audit & supervisory board member as stipulated by Tokyo
Stock Exchange, Inc. and have been registered with the Exchange as independent directors.
4. The term of office of Mr. Ichiro Wada as outside director will be three years, and that of Mr. Fuyuki
Kojima will be two years at the time that this Annual General Meeting of Shareholders has been
completed.
5. Ms. Setsuko Yamada is a new candidate for outside director. Ms. Yamada is currently an outside
audit & supervisory board member of the Company, and will retire as audit & supervisory board
member at the expiration of her term at the time that this Annual General Meeting of Shareholders
has been completed. The term of office of Ms. Yamada as audit & supervisory board member will befour years at the time that this Annual General Meeting of Shareholders has been completed.
6. Contracts limiting the liabilities of outside directors
Article 29 of the Company’s current Articles of Incorporation stipulates that pursuant to theprovisions of Clause 1, Article 427 of the Companies Act, the Company may enter into a contract
with each of the directors (excluding executive directors, etc.) to limit such liabilities for damages
caused by negligence of their duties; provided, however, the limit of liability under such contract
shall be the amount set by laws and regulations. The Company entered into the contracts with
Mr. Ichiro Wada and Mr. Fuyuki Kojima at their assumption of office as outside directors. If thereappointments of these candidates are approved, the Company plans to continue the contracts
with them to limit their liabilities. If the appointments of both Ms. Setsuko Yamada and Ms.
Mayumi Shirayori are approved, the Company plans to enter into the contracts with them as well.
7. The Company has entered into a directors and officers liability insurance contract provided for in
Clause 1, Article 430-3 of the Companies Act with an insurance company. The insurance covers legal
damages and litigation expenses to be borne by insured persons. If the candidates for director are
elected, they will become the insured persons under said insurance contract. The Company intends
to renew said insurance contract with the same contents when it is next due for renewal.
No.

Name
(Date of Birth)－7－

Resolution-2: Appointment of 1 Audit & Supervisory Board Member
The audit & supervisory board member, Ms. Setsuko Yamada, will complete her term of office at thetime that this Annual General Meeting of Shareholders has been completed. Accordingly, we request
shareholders’ approval for 1 audit & supervisory board member.
The Audit & Supervisory Board has already approved this Resolution-2.
One candidate for outside audit & supervisory board member satisfies the requirements forindependent director/audit & supervisory board member as stipulated by Tokyo Stock Exchange, Inc.
on which the Company is listed. If the appointment of this candidate is approved, the Company plans
to designate her as independent director/audit & supervisory board member.
The candidate for the post of audit & supervisory board member is as follows:
Name(Date of Birth)

Career Summary and Position at the Company, andImportant Concurrent Positions
Oct. 1992

Number of
Shares of theCompany Held

Joined Chuo Shinko Audit Corporation (subsequently Misuzu
Audit Corporation, dissolved in July 2007)
Apr. 1996 Registered as a Certified Public Accountant
Sep. 2006 Appointed as Researcher, Self-Regulation Division, The
Japanese Institute of Certified Public Accountants
Aug. 2007 Transferred to ShinNihon Audit Corporation (currently Ernst& Young ShinNihon LLC)
Aug. 2009 Retired from ShinNihon Audit LLC (currently Ernst & Young
ShinNihon LLC)
Sep. 2009 Appointed as Group Manager, Self-Regulation Division, The
Eriko Itakura
Japanese Institute of Certified Public Accountants(Surname on family
J
u
l
.
2012
Retiredas Group Manager, Self-Regulation Division, Theregister: Suzuki)
Japanese Institute of Certified Public Accountants(Feb. 9, 1967)
Sep. 2018 Established Eriko Itakura CPA Office0
New appointment Jun. 2022 Appointed as Executive Secretary, The Japanese Institute ofCertifiedPublicAccountants
Chiba
Chapter
Outside(to the present)
Independent[Reasons for the appointment as a candidate for outside audit &supervisory board member]
FemaleMs. Eriko Itakura satisfies the requirements for independent director/audit &supervisory board member as stipulated by Tokyo Stock Exchange, Inc. She
is a Certified Public Accountant with considerable knowledge of finance andaccounting. She will reflect her professional knowledge and experience in
the Company’s audits, and the Company therefore proposes her election as
an outside audit & supervisory board member. Although Ms. Itakura has notbeen directly engaged in company management, based on the reasons
above, we believe that she will be able to execute the duties as an outside
audit & supervisory board member appropriately and have appointed her asa candidate for outside audit & supervisory board member.
Notes: 1. There are no special interests between the Company and the above-listed audit & supervisoryboard member candidate.
2. Ms. Eriko Itakura is a candidate for outside audit & supervisory board member.
3. Ms. Eriko Itakura changed her surname to Suzuki after marriage, but she retains her maiden
name, Itakura, professionally.
4. Ms. Eriko Itakura satisfies the requirements for independent director/audit & supervisory board
member as stipulated by Tokyo Stock Exchange, Inc. and has been registered with the Exchange
as an independent audit & supervisory board member.
5. Contracts limiting the liabilities of the outside audit & supervisory board members
Article 38 of the Company’s current Articles of Incorporation stipulates that pursuant to theprovisions of Clause 1, Article 427 of the Companies Act, the Company may enter into a contract
with each of the audit & supervisory members to limit such liabilities for damages caused by
negligence of their duties; provided, however, the limit of liability under such contract shall be theamount set by laws and regulations. Accordingly, the Company plans to enter into the contract
with Ms. Eriko Itakura, a candidate for outside audit & supervisory board member, at her
assumption of office as outside audit & supervisory member.
6. The Company has entered into a directors and officers liability insurance contract provided for in Clause
1, Article 430-3 of the Companies Act with an insurance company. The insurance covers legal damages
and litigation expenses to be borne by insured persons. If the candidate for audit & supervisory board
member is elected, she will become the insured person under said insurance contract. The Company
intends to renew said insurance contract with the same contents when it is next due for renewal.

－8－Resolution-3: Appointment of 1 Substitute Audit & Supervisory Board Member
In the event that the number of audit & supervisory board members falls below the required number
stipulated by laws and regulations, we request shareholders’ approval for 1 substitute outside audit &supervisory board member to stand ready as a substitute for Mr. Yoshiyuki Higuchi, the current outside
audit & supervisory board member now in office, and Ms. Eriko Itakura, who is scheduled to assume
the office of outside audit & supervisory board member provided that Resolution-2 is approved.
The Audit & Supervisory Board has already approved this Resolution-3.
The candidate for the post of substitute audit & supervisory board member is as follows:
Name(Date of Birth)

Career Summary and Position at the Company, andImportant Concurrent Positions
Apr. 1978
Sep. 1982
Jun. 1998
Oct. 2001
Aug. 2004
Oct. 2013

Toshiyuki Ono Jun. 2021
(Jan. 25, 1956) J u l . 2021
Jun. 2022

Joined Tohmatsu, Awoki & Co. (currently Deloitte Touche
Tohmatsu LLC)
Registered as a Certified Public Accountant
Appointed as Representative Partner, Tohmatsu & Co.
(currently Deloitte Touche Tohmatsu LLC)
Appointed as Yokohama Office Director, Tohmatsu & Co.
(currently Deloitte Touche Tohmatsu LLC)
Appointed as Leader, Japanese Services, Deloitte China(Shanghai)
Appointed as Auditor, Deloitte Touche Tohmatsu LLC

Number of
Shares of theCompany Held

Retired from Deloitte Touche Tohmatsu LLC

Established Toshiyuki Ono CPA OfficeAppointed as Auditor, The Kao Foundation for Arts and0
OutsideSciences
Independent(to the present)[Reasons for the appointment as a candidate for substitute outside auditMale& supervisory board member]
Mr. Toshiyuki Ono satisfies the requirements for independent
director/audit & supervisory board member as stipulated by Tokyo Stock
Exchange, Inc. He is a Certified Public Accountant with considerable
knowledge of finance and accounting. He will reflect his professional
knowledge and experience in the Company’s audits, and the Company
therefore proposes his election as a substitute outside audit &supervisory board member. Although Mr. Ono has not been directly
engaged in company management, based on the reasons above, we
believe that he will be able to execute the duties as an outside audit &supervisory board member appropriately and have appointed him as a
candidate for substitute outside audit & supervisory board member.
Notes: 1. There are no special interests between the Company and the above-listed substitute audit &supervisory board member candidate.
2. If Mr. Toshiyuki Ono is appointed as an outside audit & supervisory board member, the Company
plans to register him as an independent audit & supervisory board member with Tokyo Stock
Exchange, Inc.
3. Contracts limiting the liabilities of the outside audit & supervisory board members
Article 38 of the Company’s current Articles of Incorporation stipulates that pursuant to theprovisions of Clause 1, Article 427 of the Companies Act, the Company may enter into a contract
with each of the audit & supervisory members to limit such liabilities for damages caused by
negligence of their duties; provided, however, the limit of liability under such contract shall be theamount set by laws and regulations. Accordingly, the Company plans to enter into the contract
with Mr. Toshiyuki Ono, a candidate for substitute outside audit & supervisory board member, at
his assumption of office as outside audit & supervisory member.
4. The Company has entered into a directors and officers liability insurance contract provided for in
Clause 1, Article 430-3 of the Companies Act with an insurance company. The insurance covers
legal damages and litigation expenses to be borne by insured persons. If Mr. Toshiyuki Ono isappointed as an outside audit & supervisory board member, he will become the insured person
under said insurance contract.

－9－

[Reference] Skill Matrix for Directors, Audit & Supervisory Board Members and Substitute Audit &Supervisory Board Member(Subject to the election of the candidates for director, audit & supervisory board
member and substitute audit & supervisory board member at this Annual General
Meeting of Shareholders)
The table below lists specific areas of expertise the directors and audit & supervisory board
members (including a substitute audit & supervisory board member) are expected todemonstrate, but is not an exhaustive list of their expertise and experience.
Expected fields of expertise

Name

Position after
this Annual
General Meeting Corporate
ESG/
of Shareholders Management /Management Sustainability(Plan)
Strategy

Jo
Nojiri
HiroakiIto
ShinyaKusakaShingoOkamotoSatoruKotoguchi
IchiroWada
Fuyuki
KojimaSetsuko
YamadaMayumiShirayori

Director
Director
Director
Director
Director
Outside Director
Outside Director
Outside Director
Outside Director

Audit &
Supervisory
Board Member
Audit &
Yasunori
Supervisory
Yamamura
Board Member
Outside Audit &Yoshiyuki
Supervisory
Higuchi
Board Member
Outside Audit &ErikoSupervisory
ItakuraBoard Member
Substitute Audit
Toshiyuki& Supervisory
Ono
Board Member

Yutaka
Aoki

●
●
●
●
●

●
●
●
●
●
●
●
●
●

Finance/
Accounting

GlobalLegal Affairs/
Construction Research &RiskManagement Development
Management

●

●
●

●
●

●
●
●
●
●
●
●

●

●

●

●

●

●

●

●

●

●
●

－10－

●
●

●

Sales

●
●

Orders Received, Orders Completed and Carried Forward Work

Category(Unit : ¥1 million)
Balance Brought
OrdersBalance
Orders Received
Forward From
Completed in the Carried Forwardin the Current
the Previous
Current
to the Next
Consolidated
Consolidated
Consolidated
Consolidated
Fiscal Year
Fiscal Year
Fiscal Year
Fiscal Year

Construction Segment

55,31942,303

46,95450,668Maintenance andRenovation Segment

35,734

93,681

82,40847,006

Total

91,053

135,985

129,363

97,675

Domestic Division

87,314130,111

120,686

96,740Overseas Division

3,739

5,873

8,677

934

Notes: 1. Fractional numbers of less than a million yen have been omitted.
2. Construction Segment includes businesses such as installation and reconstruction works, etc.,
for thermal power plants, nuclear power plants, iron and steel-related plants, environmental
preservation plants and chemical plants, etc., electric and instrumentation work, and insulationand painting works incidental to these facilities, as well as demolition and decommissioning, etc.,
of various plants and facilities.
3. Maintenance and Renovation Segment includes businesses such as periodic inspection, daily
maintenance, renovation, etc., for the various plants and facilities mentioned above as well as
operation of power plants.

－11－

Business Results and Summary of Assets(Unit : ¥1 million)
FY-2020
81st Term

FY-202182nd Term

FY-202283rd Term

FY-202384th Term

Orders Received

124,747

120,844

137,601

135,985

Net Sales

127,779

126,908

125,774

129,363

Ordinary Income

8,329

13,12515,092

11,512

Profit Attributable to Ownersof Parent

5,613

8,406

10,6198,395

Basic Earnings per Share (¥)

295.54442.50558.41441.04

Diluted Earnings per Share (¥)

–

–

–

440.91

Total Assets

128,757

131,738

147,039

153,023

Net Assets

73,11380,42389,533

100,592

Category

Notes: 1. Fractional numbers of less than a million yen have been omitted.
2. Basic earnings per share is calculated based on the average number of shares issued andoutstanding during the term (excluding treasury shares).
3. From the beginning of the 82nd consolidated fiscal year, the Company has adopted the“Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March 31, 2020) andothers.
4. Diluted earnings per share for the 81st to 83rd terms are not displayed in the table due to theabsence of dilutive shares during that period.

－12－

Matters Concerning the Company’s Share Acquisition Rights, Etc.
Other significant matters concerning share acquisition rights, etc.
1. The first share acquisition rights
Name of share acquisition rights
TAIHEI DENGYO KAISHA, LTD. The First Share
Acquisition Rights
Total units of share acquisition rights
10,000 units
Class and number of shares subject to share 1,000,000 common sharesacquisition rights(100 shares for each unit of share acquisition rights)
Payment amount for share acquisition rights¥2,450 for each unit of share acquisition rights
Payment due date for share acquisition rights
March 4, 2024
Initial exercise price¥4,430Maximum exercise price N/A
Minimum exercise price¥3,101
Adjustment to exercise An amount equal to 92%
priceof the closing price of theAmount of assets to be contributed upon
Company’s common
exercise of share acquisition rights
shares on the stock
exchange on the trading
day immediately
preceding the effective
date of each exercise
requestShare acquisition rights exercisable period
March 5, 2024 to March 5, 2029
Terms and conditions on the exercise of share Each unit of the share acquisition rights may not be
acquisition rights
exercised in partAll units of the share acquisition rights are allotted to
Allottee
Nomura Securities Co., Ltd. through a third-party
allotment
Note: All units of the First Share Acquisition Rights have been exercised by May 14, 2024.
2. The second share acquisition rights
Name of share acquisition rights
Total units of share acquisition rights
Class and number of shares subject to shareacquisition rights
Payment amount for share acquisition rights
Payment due dateAmount of assets to be contributed upon
exercise of share acquisition rights

Share acquisition rights exercisable period
Terms and conditions on the exercise of shareacquisition rights
AllotteeTAIHEI DENGYO KAISHA, LTD. The Second Share
Acquisition Rights
10,000 units
1,000,000 common shares(100 shares for each unit of share acquisition rights)¥200 for each unit of share acquisition rights
March 4, 2024
Initial exercise price¥4,430Maximum exercise price N/A
Minimum exercise price¥3,101
Adjustment to exercise An amount equal to 92%
priceof the closing price of theCompany’s commonshares on the stock
exchange on the trading
day immediately
preceding the effective
date of each exercise
requestMarch 5, 2024 to March 5, 2029
Each unit of the share acquisition rights may not be
exercised in partAll units of the share acquisition rights are allotted to
Nomura Securities Co., Ltd. through a third-party
allotment－13－

Directors and Audit & Supervisory Board Members
List of Directors and Audit & Supervisory Board Members
Position

Duties at the Company
and Important Concurrent Positions

Name

Representative Director,
President and Chief
Executive Officer

Jo Nojiri

Director and Managing
Executive Officer

Hiroaki Ito

General Manager, Sales Operations Division

Director and Managing
Executive Officer

Shinya Kusaka

General Manager, General Affairs Administrative
Division

Director and Senior
Executive Officer

Masaki Ariyoshi

Director and Senior
Executive Officer

Shingo Okamoto

Outside Director

Satoru Asai

Outside Director

Ichiro Wada

Outside Director

Fuyuki Kojima

Audit & Supervisory
Board Member (full-time)
Audit & Supervisory
Board Member (full-time)

General Manager, Construction Operations
Division
General Manager, Technical & Engineering
Operations Division and in charge of PowerBusiness Division
Specially Appointed Professor,
Osaka University
Lawyer, Director, MISHIMA KAIUN MEMORIAL
FOUNDATION
Lawyer, Outside Auditor, Shinsei CapitalPartners, Ltd.

Yutaka Aoki
Yasunori
Yamamura

Lawyer, Civil Conciliation Commissioner, Tokyo
Summary Court,
Special Committee Member, Dispute
Outside Audit &Reconciliation Committee for Nuclear Damage
Supervisory
Setsuko Yamada
Compensation, Ministry of Education, Culture,
Board Member
Sports, Science and Technology,
Committee Member, Tokyo Metropolitan
Administrative Complaint Review Board
Certified Public Accountant, Outside Audit &Outside Audit &Supervisory
Yoshiyuki Higuchi
Supervisory Board Member, EPS Holdings, Inc.,
Board Member
Outside Director, MICRONICS JAPAN CO., LTD.
Notes: 1. Directors Mr. Satoru Asai, Mr. Ichiro Wada, and Mr. Fuyuki Kojima are outside directors as
stipulated in Item 15, Article 2, of the Companies Act. The Company has already appointed
Directors Mr. Satoru Asai, Mr. Ichiro Wada, and Mr. Fuyuki Kojima as independent directors, as
required under the provisions of Tokyo Stock Exchange.
2. There are no special interests between the Company and the entities at which the outside
directors concurrently hold their positions.
3. Audit & supervisory board members Ms. Setsuko Yamada and Mr. Yoshiyuki Higuchi are outside audit& supervisory board members as stipulated in Item 16, Article 2, of the Companies Act. The Company
has already appointed both Ms. Setsuko Yamada and Mr. Yoshiyuki Higuchi as independent audit &supervisory board members, as required under the provisions of Tokyo Stock Exchange.
4. There are no special interests between the Company and the entities at which the outside audit& supervisory board members concurrently hold their positions.
5. The audit & supervisory board member Ms. Setsuko Yamada is a lawyer with considerable
knowledge regarding corporate legal affairs.
6. The audit & supervisory board member Mr. Yoshiyuki Higuchi is a Certified Public Accountant
with considerable knowledge regarding finance and accounting.

－14－Consolidated Balance Sheet(as of March 31, 2024)(Unit : ¥1 million)
Assets
Account item
Current assets

Amount106,832

Cash and deposits
Notes receivable, accounts receivable fromcompleted construction contracts, andcontract assets
Electronically recorded monetaryclaims - operating
Costs on construction contracts in progress
Raw materials and supplies
Other

Liabilities
Account item

42,17348,389Current liabilities
Notes payable-trade and accounts
payable for construction contracts
Electronically recorded obligations - operating
Current portion of bonds payable

Amount39,116
10,648
11,837
5,000

3,524

Current portion of long-term borrowings

10,20959
2,475

Lease liabilities
Income taxes payable
Contract liabilities
Provision for bonuses
Provision for bonuses for directors(and other officers)
Provision for warranties for completed
constructions
Provision for losses on construction contracts
Other

162
1,362
4,952
1,047

Non-current liabilities
Long-term borrowings
Lease liabilities
Deferred tax liabilities
Retirement benefit liability
Provision for share awards for directors(and other officers)
Provision for retirement benefits for directors(and other officers)
Other
Total liabilities

13,314
8,631
250
142
3,850

Non-current assets

46,190Property, plant and equipment
Buildings and structures
Machinery and vehicles
Tools, furniture a n d fixtures
Land
Leased assets
Construction in progress

20,892
8,220
2,854
270
9,135
390
22

948

79
138
752
2,185

202
44
194
52,430Net assets
Intangible assets

236

Other

236

Investments and other assets
Investment securities
Long-term loans receivable
Retirement benefit asset
Real estate for rent
Deferred tax assets
Long-term bank cash
Other
Allowance for doubtful accounts
Total assets

Shareholders’ equity
Share capital
Capital surplus
Retained earnings
Treasury shares

93,5304,000
5,881
85,270(1,621)

Accumulated other comprehensive income
Valuation difference on available-for-salesecurities
Foreign currency translation adjustment
Remeasurements of defined benefit plans
Share acquisition rights

5,682

25,06016,676
280

4
5,932
37
352
2,051 Non-controlling interests(274)
Total net assets
153,023
Total liabilities and net assets

Note: Fractional numbers of less than a million yen have been omitted.

－15－

6,222
(243)
(296)
17
1,361
100,592
153,023

Consolidated Statement of Income(for the fiscal year ended March 31, 2024)(Unit : ¥1 million)
Amount129,363
109,518
19,845
9,795
10,049Account item
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest income
Dividend income
Share of profit of entities accounted for using equity method
Rental income from non-current assets
Foreign exchange gains
Insurance claim income
Subsidy income
Insurance return
Other
Non-operating expenses
Interest expenses
Loss on investments in silent partnerships
Rental expenses on non-current assets
Borrowing fee
Other
Ordinary profit
Extraordinary income
Gain on sale of non-current assets
Gain on sale of investment securities
Gain on recovery of money transfer scam at overseas
branchOther
Extraordinary losses
Loss on retirement of non-current assets
Loss on valuation of investment securities
Profit before income taxes
Income taxes-current
Income taxes-deferred
ProfitProfit attributable to non-controlling interests
Profit attributable to owners of parent
Note: Fractional numbers of less than a million yen have been omitted.

－16－

21
366
139
381
642
11
138
41
92
47
46
158
11
110

1,836

373
11,512

0
506
56
0
0
45
3,514
72

564

45
12,031
3,587
8,443
47
8,395

Consolidated Statement of Changes in Equity(for the fiscal year ended March 31, 2024)(Unit : ¥1 million)
Shareholders’ equity
Retainedearnings

Share capital

Capital surplus

4,000

4,917

Balance as of April 1, 2023

Total
shareholders’equityTreasuryshares

79,166(2,087)85,997

Change during the consolidated
fiscal year
Dividends of surplus(2,291)(2,291)

Profit attributable to owners of parent

8,395

8,395
(110)

(110)

71

37

109

892

538

1,430

Purchase of treasury shares
Disposal of treasury shares
Disposal of treasury shares(exercise of share acquisition rights)
Net changes in items other thanshareholders’ equity during theconsolidated fiscal year
Total of changes during theconsolidated fiscal year
Balance as of March 31, 2024

–

963

6,104

465

7,533

4,000

5,881

85,270(1,621)

93,530

Accumulated other comprehensive income

Balance as of April 1,
2023

Valuationdifference on
available-forsale securities

Foreigncurrencytranslation
adjustment

Remeasurements ofdefinedbenefit
plans

2,852

(235)

(388)

Total
Share
Nonaccumulated acquisition controllingotherrightsinterests
comprehensive
income

2,228

–

1,308

Total
net
assets89,533

Change during theconsolidated fiscal year

(2,291)Dividends of surplus
Profit attributable toowners of parent
Purchase of treasury
shares
Disposal of treasury
shares
Disposal of treasury
shares(exercise of shareacquisition rights)
Net changes in items
other thanshareholders’ equity
during the consolidated
fiscal year
Total of changes during
the consolidated fiscal
year
Balance as of March 31,
2024

8,395
(110)
109
1,430

3,370

(8)

92

3,453

17

53

3,525

3,370

(8)

92

3,453

17

53

11,059

6,222

(243)

(296)

5,682

17

1,361

100,592

Note: Fractional numbers of less than a million yen have been omitted.

－17－

MEMO

－18－

MEMO

－19－

－20－