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

Securities Code: 1719
June 3, 2024
(Date of commencement of electronic provision measures: May 24, 2024)
To our shareholders:
Kazuhiko Kuniya
Representative Director and President
HAZAMA ANDO CORPORATION
1-9-1, Higashi-Shimbashi, Minato-ku, Tokyo

Notice of the Annual General Meeting of Shareholders for the FYE March 31, 2024
Please be kindly informed that the Annual General Meeting of Shareholders of HAZAMA ANDO CORPORATION(the “Company”) for the FYE March 31, 2024 will be held as indicated below.
In convening this General Meeting of Shareholders, the Company has taken electronic provision measures, which
provide information contained in the Reference Documents for General Meeting of Shareholders, etc. in electronic
format, and has posted this information on the Company websites as “Notice of the Annual General Meeting of
Shareholders for the FYE March 31, 2024” and “Other matters subject to the electronic provision measures of theAnnual General Meeting of Shareholders for the FYE March 31, 2024 (matters omitted in the delivered paper copy)”(available in Japanese only) on the Internet. Please access the following Company website to review the information.
[The Company website]
https://www.ad-hzm.co.jp/english/stock_information/
In addition to the above, the information is also posted on the following websites on the Internet.
[Tokyo Stock Exchange (TSE) website (Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the TSE website above, enter the Company name in the “Issue name (company name)” field or our
securities code in the “Code” field, and click on “Search” to find search results. Then, click on “Basic information”
and “Documents for public inspection/PR information” to find “[Notice of General Shareholders
Meeting/Informational Materials for a General Shareholders Meeting]” in the “Filed information available for public
inspection” section.
[General Meeting of Shareholders on the Internet] (available in Japanese only)
https://s.srdb.jp/1719/
In lieu of attending the meeting, you may exercise your voting rights via the Internet or in writing. Please review theattached Reference Documents for General Meeting of Shareholders, and then enter your approval or disapproval of
the proposals via the Internet or return the voting form to the Company by postal mail so that your vote is received
by 5:15 p.m. on Wednesday, June 26, 2024 (JST).

-1-1. Date and Time:
2. Venue:

Thursday, June 27, 2024, at 10:00 a.m. (JST)Head Office of the Company (Conference room on 4F)
1-9-1, Higashi-Shimbashi, Minato-ku, Tokyo

3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the FYE March 31, 2024 (from April 1,
2023 to March 31, 2024), and the results of audits of the Consolidated Financial Statements by the Financial
Auditor and the Audit and Supervisory Committee
2. The Non-consolidated Financial Statements for the FYE March 31, 2024 (from April 1, 2023 to March 31,
2024)
Matters to be resolved:
Appropriation of Surplus
Proposal No. 1
Election of Five (5) Board Directors (Excluding Board Directors Serving as Audit andProposal No. 2
Supervisory Committee Members)
4. Other Matters Determined upon Convocation(1) If you have exercised your voting rights both by mailing the voting form and via the Internet, only the exercise
of voting rights via the Internet shall be deemed valid.
In addition, if you have exercised your voting rights more than once via the Internet, only the final exerciseof the voting rights shall be deemed effective.
(2) Regarding the exercise of voting rights by proxy, pursuant to the provision of Article 17 of the Articles ofIncorporation of the Company, you may exercise your voting rights by designating another shareholder withvoting rights in the Company to exercise your voting rights as your proxy. In this case, the shareholder or
proxy must submit to the Company a written statement attesting to the right of proxy.
(3) In the voting form submitted to the Company, if no indication of approval or disapproval is provided for each
proposal, it will be treated as an indication of approval.

-

If you plan to attend the meeting in person, please present the enclosed voting form at the reception desk upon your arrival.
The reception desk is scheduled to open at 9:00 a.m. on the day of the meeting.
Among the matters subject to electronic provision measures, the following matters will not be provided in the paper copy toshareholders who made a request for delivery of documents in accordance with the provisions of laws and regulations and the Articles
of Incorporation of the Company. In addition, the Audit and Supervisory Committee and Financial Auditor have audited the
documents subject to be audited, including following items.

-

If any amendments are made to matters subject to the electronic provision measures, such amendments will be posted on therespective websites where the matters are posted.

(i) Notes to Consolidated Financial Statements, (ii) Notes to Non-consolidated Financial Statements-2-

Reference Documents for General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

The Company enhances sustained improvement of corporate value and both investment and internal reserves for
future growth from the medium- and long-term perspective, and also maintains a basic policy to pay dividends to its
shareholders on a stable and continual basis taking into consideration the Company’s business performance,
consolidated financial results, future profit forecast, etc.
The Company has given comprehensive consideration to matters including the business performance, financial results,
etc. for the FYE March 31, 2024, and proposes to pay a year-end dividend of ¥30 per share. Accordingly, including
the interim dividend of ¥30 per share, the annual dividend for the FYE March 31, 2024 will total ¥60 per share.
Year-end dividends
1. Type of dividend property
Cash
2. Allotment of dividend property to shareholders and their aggregate amount¥30 per common share of the Company
Total payment: ¥4,803,459,960
3. Effective date of dividends of surplus
June 28, 2024

-3-

Proposal No. 2

Election of Five (5) Board Directors (Excluding Board Directors Serving as Audit andSupervisory Committee Members)

At the conclusion of this meeting, the terms of office of all six (6) Board Directors (excluding Board Directors serving
as Audit and Supervisory Committee Members. The same applies below in this proposal.) will expire. Accordingly,
the Company proposes the election of five (5) Board Directors.
The candidates for Board Director are as follows.
Candidate
No.

1

2

3

4

5
Note:

Name

Current position in the Company

Tenure(At the endof thismeeting)

Attendanceat Board
meetings
100%

Kazuhiko Kuniya

Representative Director andPresident

2 years(16 of 16
meetings)

Takeshi Komatsu

Board Director and Senior
Managing Executive Officer
Director of Business
Development Division

3 years(16 of 16
meetings)

100%

Remarks

Reelection
Male
Reelection
Male

Reelection
External
Board Director
External Board Director
Masami Fujita
7 years(16 of 16
Independent officer
meetings)
Male
Reelection
100%
External Board Director
External Board Director
Mariko Kitagawa
7 years(16 of 16
Independent officer
meetings)
FemaleReelection
100%
External Board Director
External Board Director
Mieko Kuwayama
6 years(16 of 16
Independent officer
meetings)
FemaleThe Company has concluded a directors and officers liability insurance contract with an insurance company as stipulated in
Article 430-3, paragraph 1 of the Companies Act, and this insurance contract is intended to cover the legal damages andlitigation expenses that would be borne by the insured parties. If each candidate is appointed as Board Director, he or she will
be included as an insured under the insurance policy. Furthermore, the Company plans to renew the insurance contract withthe same contents at the next renewal.
100%

-4-

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company
Apr. 1988
Apr. 2016

1

Joined HAZAMA CORPORATION
General Manager of Civil Engineering Projects
Planning Department, Civil Engineering
Division of the Company
July 2018
General Manager of Business Administration
Planning Department, President Office andGeneral Manager of Civil Engineering Projects
Planning Department, Civil Engineering
Division
Apr. 2019
General Manager of Business Administration
Planning Department, Deputy Director ofConstruction Division
Apr. 2020
Executive Officer, Deputy Director of Tokyo
Kazuhiko Kuniya
BranchSeptember 12, 1963 (60 years old)
Apr. 2021
Executive Officer, Director of Kanto Branch(Male)
Apr. 2022
Managing Executive Officer, in charge ofReelection
Information, Director of Corporate Strategy
Division
June
2022
Board Director and Managing Executive Officer,
Tenure as Board Director
in charge of Information, Director of Corporate
2 years
Strategy Division
Apr.
2023
Representative Director and President (current
Attendance at Board meetings
position)
during the FYE March 31, 2024
(up to the present)
16 of 16 meetings
Significant concurrent positions outside the Company(Attendance rate: 100%)
None

Number of theCompany’s shares
owned

3,000 shares

Relationship of special interest between the candidate and the Company
There is no special interest between the candidate and the Company (or any other officers or candidates of the Company).
Reasons for nomination as candidate for Board Director
The candidate has been engaged in civil engineering construction over many years and possesses extensive experience,
knowledge, and a high level of expertise in the construction business. He was engaged in promoting businessadministration planning and digital transformation (DX) strategies, and as Representative Director and President, he has
been driving the Company and been engaged in decision making of important matters in management and in supervisionof business execution.
The Company believes that he will continue to provide leadership in the promotion of the Medium-Term Management
Plan toward the realization of “HAZAMA ANDO VISION2030” and work toward the sustainable growth of the Company
and the enhancement of corporate value for all stakeholders, and has therefore continuously nominated him as a candidate
for Board Director.

-5-Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company
Apr. 1982
Apr. 2009

2

Joined ANDO Corporation
General Manager of Construction Department,
Kyushu Branch
Apr. 2010
Deputy Director of Kyushu Branch
Apr. 2012
Director of Hiroshima Branch
Apr. 2013
Executive Officer, Deputy Director, Kyushu
Branch of the Company
Apr. 2015
Executive Officer, Director of Kyushu Branch
Apr. 2018
Executive Officer, Director of Nagoya Branch
Apr. 2019
Executive Officer, Director of Tokyo Branch
Apr. 2020
Managing Executive Officer, Director of Tokyo
BranchTakeshi KomatsuManaging Executive Officer, Director ofNovember 13, 1957 (66 years old) Apr. 2021
Business Development Division(Male)
June 2021 Board Director and Managing Executive Officer,
Director of Business Development Division
Reelection
Apr. 2024
Board Director and Senior Managing Executive
Officer, Director of Business Development
Tenure as Board Director
Division (current position)
3 years(up to the present)
Significant concurrent positions outside the Company
Attendance at Board meetings
during the FYE March 31, 2024 None
16 of 16 meetings(Attendance rate: 100%)

Number of theCompany’s sharesowned

7,900 shares

Relationship of special interest between the candidate and the Company
There is no special interest between the candidate and the Company (or any other officers or candidates of the Company).
Reasons for nomination as candidate for Board Director
The candidate has been engaged in building construction over many years and possesses extensive experience, knowledge,
and a high level of expertise in the construction business. He has been engaged in decision making of important mattersin management and in supervision of business execution, as well as in overseeing of sales of civil engineering and building
construction businesses.
The Company believes that he will continue to contribute to the sustainable growth and enhancement of corporate valueof the Company by utilizing experience and insight that he has cultivated so far, especially in the fields of “Sales /Marketing,” “Safety / Quality Control,” and “Environmental Strategy,” and has therefore continuously nominated him asa candidate for Board Director.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company
Apr. 1980
Dec. 2001
June 2006
June 2009
Apr. 2010
June 2010
June 20123

Notes:

Number of theCompany’s shares
ownedJoined Fujitsu Limited
General Manager of Secretary Department
Executive Officer
Managing Executive Officer
Vice President
Board Director and Vice President
Representative Director and Vice President(resigned in April 2016)
Apr. 2016
Representative Director and President of FujitsuMarketing Limited (currently Fujitsu Japan
Limited) (resigned in December 2018)
June 2017 External Board Director of the Company (current
Masami Fujita
position)
September 22, 1956 (67 years old)
Apr. 2019
Executive Vice President and Corporate Officer(Male)of SHINKO ELECTRIC INDUSTRIES CO.,5,600 shares
LTD.
Reelection
June 2019 President and Representative Director
June 2021 Chairperson and Representative Director (current
Candidate for External Board
position)
Director
Mar. 2023 Outside Director, DIC Corporation (current
Independent officer
position)(up to the present)
Tenure as External Board
Significant concurrent positions outside the Company
Director
7 years
Chairperson and Representative Director of SHINKO
ELECTRIC INDUSTRIES CO., LTD.
Attendance at Board meetings Outside Director, DIC Corporation
during the FYE March 31, 2024
16 of 16 meetings(Attendance rate: 100%)
Relationship of special interest between the candidate and the Company
There is no special interest between the candidate and the Company (or any other officers or candidates of the Company).
Reasons for nomination as candidate for External Board Director and outline of expected roles
The candidate has been engaged in management of enterprises involved in the businesses other than construction, whichis the Company’s key business area. Within the Company, he has brought more transparency in the Company’s operations
and contributed towards bolstering corporate governance, such as providing a variety of suggestions as an External Board
Director based on his experience. Therefore, the Company has continuously nominated him as a candidate for External
Board Director because it judges that he will continue to appropriately execute his duties such as supervision of theCompany’s management.
After his appointment, the Company expects him to supervise the management from an objective standpoint independentof business execution as an External Board Director of the Company by utilizing experience and insight that he has
cultivated so far, especially in the fields of “Corporate Management / Management Strategy,” “Risk Management /Compliance,” and “Human Capital.”Moreover, the Company intends to appoint him as Chairman of the Nomination and Remuneration Committee as well asa member of the Sustainability Committee.
1. Mr. Fujita is a candidate for External Board Director.
2. Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into an agreementwith Mr. Fujita to limit his liabilities for damage under Article 423, paragraph 1 of the Companies Act.
Pursuant to the Articles of Incorporation of the Company, the Company limits his liability for damages to the minimum
liability amount provided in Article 425, paragraph 1 of the Companies Act. If the reelection of Mr. Fujita is approved, theCompany plans to renew the agreement with him.
3. The Company judges that Mr. Fujita’s independence is maintained based on the independence criteria provided for by“Guidelines for Listing III 5. (3)-2” of the Tokyo Stock Exchange (TSE), and there is no possibility that conflict of interest
may occur between Mr. Fujita and general shareholders. If the reelection of Mr. Fujita is approved, the Company plans toreappoint him as an independent officer and notify TSE of such reappointment.
4. Significant concurrent positions held at other organizations and the relationships between these organizations and theCompany
The Company has business relationships with SHINKO ELECTRIC INDUSTRIES CO., LTD., including contract
construction. Sales from SHINKO ELECTRIC INDUSTRIES CO., LTD. for the last three years accounted for about 0.3%of the consolidated net sales of the Company for FYE March 31, 2022, about 2.1% of the consolidated net sales of theCompany for FYE March 31, 2023, and about 0.2% of the consolidated net sales of the Company for FYE March 31, 2024;
the impact of SHINKO ELECTRIC INDUSTRIES CO., LTD. on the Company is minimal. There is no other business
relationship for the last three years between SHINKO ELECTRIC INDUSTRIES CO., LTD. and the Company, and theCompany judges that there is no special interest between them.
The Company has had no business relationship for the last three years with any other organizations where the candidate
holds significant concurrent positions and there is no special interest between them and the Company.

-7-

5.
6.
7.
8.

Mr. Fujita has never served as an officer or a business executive of the Company or a specified affiliated business operator
for the Company.
Mr. Fujita does not plan to receive a large amount of cash or other property from the Company or a specified affiliatedbusiness operator for the Company, and has never received such payment for the last two years.
Mr. Fujita is not a spouse, relative within the third degree of consanguinity or of similar status of a business executive of
the Company or a business operator that has specific relations with the Company.
Mr. Fujita has no special opinion about the above description of his career summary, etc.

-8-Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company
May 1999
July 2000
June 2001

Mariko Kitagawa
April 3, 1965 (59 years old)
(Female)Reelection
Candidate for External Board
Director
Independent officer
4

Joined Tsukishima Soko Co., Ltd.
General Manager of IT Department
Board Director of Simax Co., Ltd. (current
position)
June 2002 Board Director of Tsukishima Soko Co., Ltd.
Apr. 2003
Board Director, Deputy Director of Sales
Division
June 2004 Representative Director and President (current
position)
June 2007 Board Director of Tsukishima Butsuryu Service
Co., Ltd (current position)
June 2017 External Board Director of the Company (current
position)(up to the present)
Significant concurrent positions outside the Company
Representative Director and President of Tsukishima Soko Co.,Ltd.
Board Director of Tsukishima Butsuryu Service Co., Ltd
Board Director of Simax Co., Ltd.

Number of theCompany’s shares
owned

200 shares

Tenure as External Board
Director
7 years
Attendance at Board meetings
during the FYE March 31, 2024
16 of 16 meetings(Attendance rate: 100%)

Notes:

1.
2.

3.

4.

Relationship of special interest between the candidate and the Company
There is no special interest between the candidate and the Company (or any other officers or candidates of the Company).
Reasons for nomination as candidate for External Board Director and outline of expected roles
The candidate has been engaged in management of enterprises involved in the businesses other than construction, whichis the Company’s key business area. Within the Company, she has brought more transparency in the Company’s
operations and contributed towards bolstering corporate governance, such as providing a variety of suggestions as anExternal Board Director based on her experience. Therefore, the Company has continuously nominated her as a candidate
for External Board Director because it judges that she will continue to appropriately execute her duties such as supervisionof the Company’s management.
After her appointment, the Company expects her to supervise the management from an objective standpoint independentof business execution as an External Board Director of the Company, by utilizing experience and insight that she has
cultivated so far, especially in the fields of “Corporate Management / Management Strategy,” “Sales / Marketing,” and“Human Capital.”Moreover, the Company intends to appoint her as a member of the Nomination and Remuneration Committee and theSustainability Committee.
Ms. Kitagawa is a candidate for External Board Director.
Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into an agreementwith Ms. Kitagawa to limit her liabilities for damage under Article 423, paragraph 1 of the Companies Act. Pursuant to the
Articles of Incorporation of the Company, the Company limits her liability for damages to the minimum liability amountprovided in Article 425, paragraph 1 of the Companies Act. If the reelection of Ms. Kitagawa is approved, the Company
plans to renew the agreement with her.
The Company judges that Ms. Kitagawa’s independence is maintained based on the independence criteria provided for by“Guidelines for Listing III 5. (3)-2” of the Tokyo Stock Exchange (TSE), and there is no possibility that conflict of interest
may occur between Ms. Kitagawa and general shareholders. If the reelection of Ms. Kitagawa is approved, the Company
plans to reappoint her as an independent officer and notify TSE of such reappointment.
Significant concurrent positions held at other organizations and the relationships between these organizations and theCompany
The Company has business relationships with Tsukishima Soko Co., Ltd., such as contract construction. Sales from
Tsukishima Soko Co., Ltd. for the last three years accounted for less than 0.1% of the consolidated net sales of the Company
for FYE March 31, 2022, showed no transactions during FYE March 31, 2023, and accounted for less than 0.1% of theconsolidated net sales of the Company for FYE March 31, 2024; the impact of Tsukishima Soko Co., Ltd. on the Company
is minimal. In addition, Tsukishima Soko Co., Ltd. has business relationships with the Company such as conclusion of alease agreement. Lease income from the Company for the last three years accounted for about 0.3% of the net sales of
Tsukishima Soko Co., Ltd. for FYE March 31, 2022, and about 0.2% of the net sales of Tsukishima Soko Co., Ltd. for
FYE March 31, 2023 and FYE March 31, 2024. The impact of Tsukishima Soko Co., Ltd. on the Company is minimal.

-9-

5.
6.
7.
8.

Since there is no other business relationship during the last three years, the Company judges that there is no special interest
between Tsukishima Soko Co., Ltd. and the Company.
The Company has had no business relationship for the last three years with any other organizations where the candidate
holds significant concurrent positions and there is no special interest between them and the Company.
Ms. Kitagawa has never served as an officer or a business executive of the Company or a specified affiliated business
operator for the Company.
Ms. Kitagawa does not plan to receive a large amount of cash or other property from the Company or a specified affiliatedbusiness operator for the Company, and has never received such payment for the last two years.
Ms. Kitagawa is not a spouse, relative within the third degree of consanguinity or of similar status of a business executiveof the Company or a business operator that has specific relations with the Company.
Ms. Kitagawa has no special opinion about the above description of her career summary, etc.

- 10 -

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company
Apr. 1970
Apr. 2004
Apr. 2008
Apr. 2009
June 2012
Apr. 2015

Mieko Kuwayama
March 30, 1948 (76 years old)
(Female)Reelection

Apr. 2015
June 2017
Apr. 2018

Candidate for External Board
Director
Independent officer
5

Notes:

Tenure as External Board
Director
6 years

1.
2.

3.

4.

June 2018

Joined Shiseido Company, Limited
General Manager of CSR Department (retired
from Shiseido Company, Limited in June 2007)
Part-time Lecturer of Faculty of Economics at
Komazawa University (resigned in March 2018)
Chief Researcher of Business Ethics ResearchCenterSpecially Appointed Professor of Graduate
School of Law at Hitotsubashi University(resigned in March 2015)
Visiting Researcher of Hitotsubashi CFO
Education and Research Center (current position)
Visiting Researcher of Mission Management
Research Institute at Meiji University (resigned
in March 2019)
External Board Director of FUJITSU
GENERAL LIMITED (current position)
Senior Researcher of Business Ethics ResearchCenter (current position)
External Board Director of the Company(current position)(up to the present)

Number of theCompany’s shares
owned

4,000 shares

Significant concurrent positions outside the Company
Senior Researcher of Business Ethics Research Center
Visiting Researcher of Hitotsubashi CFO Research Center
External Board Director of FUJITSU GENERAL LIMITED

Attendance at Board meetings
during the FYE March 31, 2024
16 of 16 meetings(Attendance rate: 100%)
Relationship of special interest between the candidate and the Company
There is no special interest between the candidate and the Company (or any other officers or candidates of the Company).
Reasons for nomination as candidate for External Board Director and outline of expected roles
The candidate has been involved in the research on corporate management, and possesses expertise as well as extensive
business experience gained in other enterprises and experience and insight as an External Board Director. Within the
Company, she has brought more transparency in the Company’s operations and contributed towards bolstering corporate
governance, such as providing a variety of suggestions as an External Board Director based on her experience. Therefore,
the Company has continuously nominated her as a candidate for External Board Director because it judges that she willcontinue to appropriately execute her duties such as supervision of the Company’s management.
After her appointment, the Company expects her to supervise the management from an objective standpoint independentof business execution as an External Board Director of the Company, by utilizing experience and insight that she has
cultivated so far, especially in the fields of “Sales / Marketing,” “Risk Management / Compliance,” and “Human Capital.”Moreover, the Company intends to appoint her as a member of the Nomination and Remuneration Committee and theSustainability Committee.
Ms. Kuwayama is a candidate for External Board Director.
Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into an agreementwith Ms. Kuwayama to limit her liabilities for damage under Article 423, paragraph 1 of the Companies Act.
Pursuant to the Articles of Incorporation of the Company, the Company limits her liability for damages to the minimum
liability amount provided in Article 425, paragraph 1 of the Companies Act. If the reelection of Ms. Kuwayama is approved,
the Company plans to renew the agreement with her.
The Company judges that Ms. Kuwayama’s independence is maintained based on the independence criteria provided forby “Guidelines for Listing III 5. (3)-2” of the Tokyo Stock Exchange (TSE), and there is no possibility that conflict ofinterest may occur between Ms. Kuwayama and general shareholders. If the reelection of Ms. Kuwayama is approved, theCompany plans to reappoint her as an independent officer and notify TSE of such reappointment.
Significant concurrent positions held at other organizations and the relationships between these organizations and theCompany
FUJITSU GENERAL LIMITED holds less than 0.01% of the total number of shares issued by the Company as of March
2024. The Company has less than 0.15% of the total number of shares issued by FUJITSU GENERAL LIMITED as ofMarch 2024. The Company has business relationships with FUJITSU GENERAL LIMITED including contract
construction. Sales from FUJITSU GENERAL LIMITED for the last three years are less than 0.1% of consolidated net
sales of the Company; the impact of FUJITSU GENERAL LIMITED on the Company is minimal. In addition, FUJITSU
GENERAL LIMITED has business relationships with the Company such as equipment rental. Sales from the Company
for the last three years accounted for less than 0.1% of the net sales of FUJITSU GENERAL LIMITED; the impact of theCompany on FUJITSU GENERAL LIMITED is minimal. There is no other business relationship for the last three years
between FUJITSU GENERAL LIMITED and the Company, and the Company judges that there is no special interest- 11 -

5.
6.
7.
8.

between them.
The Company has had no business relationship for the last three years with any other organizations where the candidate
holds significant concurrent positions and there is no special interest between them and the Company.
Ms. Kuwayama has never served as an officer or a business executive of the Company or a specified affiliated business
operator for the Company.
Ms. Kuwayama does not plan to receive a large amount of cash or other property from the Company or a specified affiliatedbusiness operator for the Company, and has never received such payment for the last two years.
Ms. Kuwayama is not a spouse, relative within the third degree of consanguinity or of similar status of a business executiveof the Company or a business operator that has specific relations with the Company.
Ms. Kuwayama has no special opinion about the above description of her career summary, etc.

- 12 -

(Reference)
Knowledge, Experience, and Abilities Especially Expected for Board Directors after the Approval of Proposal No. 2
Corporate
Management
Sales
/
/
Management Marketing
Strategy

Name

GenderKazuhiko Kuniya

Male

Takeshi Komatsu

Male

Masami Fujita

Male

●

Mariko Kitagawa

Female●Mieko Kuwayama

FemaleShinya Miyamori(Audit and Supervisory
Committee Member)
Harufumi Mochizuki(Audit and Supervisory
Committee Member)
Rie Kawaguchi(Audit and Supervisory
Committee Member)
Katsuhiko Ito(Audit and Supervisory
Committee Member)●●

Safety/Quality
ControlTechnology
Environmental Development
Strategy/
DX Strategy

●

●

●

●

Risk
Management/
Compliance

●

Human
Capital

●

●
●

●
●

●

●

Male
Male

Finance/
Accounting●●

Female

●

●

●

●

●

Male

●

●

●

(Note) The above table shows the knowledge, experience, and abilities especially expected for Board Directors and does not represent all the knowledge,
etc. possessed by the candidates.

To achieve the long-term HAZAMA ANDO VISION2030 by realizing Four Value Creation — “Create customer value,”“Create shareholder value,” “Create environmental value,” and “Create employee value” — laid out in the vision, theBoard of Directors has defined important areas of the Skill Matrix in the Board of Directors including “Corporate
Management / Management Strategy,” “Sales / Marketing,” “Safety / Quality Control,” “Environmental Strategy,”“Technology Development / DX Strategy,” “Finance / Accounting,” “Risk Management / Compliance,” and “Human
Capital.”The Nomination and Remuneration Committee deliberates on proposals to be presented to the Board of Directors, reports
to the Board of Directors, and the Board of Directors deliberates and decides on the nomination of Board Director
candidates. The Nomination and Remuneration Committee selects candidates who are capable of making accurate andprompt decisions by balancing knowledge, experience, and ability in the skills matrix, who have a keen sense ofcompliance, and those who have an attractive personality.

- 13 -

[Definition of each skill]
The important areas specified to achieve the long-term HAZAMA ANDO VISION2030 by realizing Four Value
Creation — “Create customer value,” “Create shareholder value,” “Create environmental value,” and “Create
employee value” — laid out in the VISION.
SkillsCorporate Management /Management Strategy

Relevance to
VISION2030—

Sales / Marketing

Customer value
Shareholder value

Safety / Quality Control

Customer value
Employee value

Environmental Strategy

Environmental value

Technology Development /DX Strategy

Customer value
Environmental value

Finance / Accounting

Shareholder value

Risk Management /Compliance

Shareholder value

Human Capital

Employee value

Definition
Skills to contribute to sustainable growth of the Company aiming torealize Four Value Creation by utilizing experience, etc. in corporate
management and important corporate decision making, as well as
experience, etc. in establishment of corporate strategies.
Skills to contribute to improvement of Customer value and Shareholder
value by identifying trends and needs in the market and providing
customers with best-suited solutions.
Skills to contribute to Customer value and Employee value by securingsafety in business activities and providing construction and services withhigh quality.
Skills to contribute to improvement of Environmental value by sustainable
management through decarbonization of business activities andparticipating in renewable energy projects.
Skills to contribute to improvement of Customer value and Environmental
value through revolution of construction production systems by proactive
technology development and DX strategy deployment.
Skills to contribute to improvement of Shareholder value by enhancementof financial strength and effective utilization of shareholders’ equity.
Skills to contribute to improvement of Shareholder value by stabilizing
corporate management through appropriate risk management and building
trust relationship with society through full enforcement of compliance.
Skills to contribute to improvement of Employee value by employees’
career development, workstyle reform, and securing and improving
diversity aiming to create environment in which employees can have highintegrity and feel job satisfaction.

<Policies and procedures for nomination of candidates for Board Director>
The Board of Directors of the Company consists of internal Board Directors who are familiar with the key businessareas of the Company, specifically, civil engineering, building and administrative matters, and have adequate knowledge,
experience and capabilities as required and external independent Board Directors who have been engaged inmanagement in other organizations over many years with extensive experience and discernment. The number of Board
Directors (excluding Board Directors serving as Audit and Supervisory Committee Members) shall not exceed 12 andthe number of Directors serving as Audit and Supervisory Committee Members shall not exceed five. A balance ofknowledge, experience, and capabilities as well as diversity and scale are taken into account so that the Board of Directors
as a whole can contribute to the sustainable growth and the increase of corporate value.
The nomination of candidates for Board Director is conducted by convening the Nomination and Remuneration Committee,
a body chaired by an external independent Board Director where a majority of the members are external independent Board
Directors. A selection of potential candidates is deliberated based on such factors as ability to make proper and prompt
decisions with well-balanced knowledge, experience and capabilities, a keen sense of compliance, and an attractive
personality. The Committee deliberates on the potential candidates to be presented to the Board of Directors, for further
deliberation and determination.
Candidates for Board Director serving as an Audit and Supervisory Committee Member are selected from among those
who have a keen sense of compliance and a certain level of expertise in management, finance, accounting, taxation, legal
affairs, etc., and who are capable of appropriately auditing the execution of duties by Board Directors and supervisingbusiness execution.
<Policy on independence of External Board Directors>
The Company’s policy is to elect External Board Directors who can fulfill their duties independently and objectively
and have no conflict of interest with shareholders. Independence of the External Board Directors is judged in accordancewith the Companies Act and the independence criteria provided by the Tokyo Stock Exchange.
<Opinion of Audit and Supervisory Committee>
As regards the appointment etc. and remuneration etc. for Board Directors (excluding Board Directors serving as
Audit and Supervisory Committee Members), in the Nomination and Remuneration Committee, which is an advisory
body to the Board of Directors, full-time Audit and Supervisory Committee Members, who are the member of the- 14 -

Nomination and Remuneration Committee confirmed the appointment process for candidates for Board Directors andother such matters as well as the approach to the remuneration structure and the specific calculation method of
remuneration, then made reports and discussed in the Audit and Supervisory Committee.
Accordingly, the Audit and Supervisory Committee has determined that the appointment, etc. and remuneration, etc. ofBoard Directors (excluding Board Directors serving as Audit and Supervisory Committee Members) are appropriate
and that there are no special matters to be stated at the General Meeting of Shareholders, based on the provisions of theCompanies Act.

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