This English translation is made for reference purposes only, and in the event of any discrepancies between
the English version and the Japanese version, the Japanese version prevails.
Securities Code: 1720
June 6, 2019

To Our Shareholders:
1-16-14 Shibuya, Shibuya-ku, Tokyo

Tokyu Construction Co., Ltd.
Mitsuhiro Terada, Representative Director, President

Notice of the 16th Annual General Meeting of Shareholders
The Company would hereby like to request shareholders to attend the Company’s 16th Annual Meeting of
Shareholders as described below.
If you are unable to attend the meeting on the date, you may also exercise your voting rights in writing or throughthe Internet or other means. We kindly request you to read the following Reference Document for the Annual
General Meeting of Shareholders and exercise your voting rights no later than 6:00 p.m. on June 24, 2019
(Monday).
Sincerely yours,
1.

Date:

2.

Venue:

3.

Purposes:
Items to be reported:

10:00 a.m., June 25 (Tuesday), 2019
(Reception will begin at 9:00 a.m.)
Hikarie Hall, 9F, Shibuya Hikarie
2-21-1 Shibuya, Shibuya-ku, Tokyo(As the venue is different from last year’s, please refer to the Guide Map forthe venue of the Annual General Meeting of Shareholders on the last page tomake sure of the location.)
1.

2.

Items to be resolved:
Agenda No. 1:
Agenda No. 2:
Agenda No. 3:

The business report, the consolidated financial statements and the resultsof consolidated financial statement audits by the Accounting Auditor
and the Board of Auditors for the 16th business period (April 1, 2018 toMarch 31, 2019)
The non-consolidated financial statements for the 16th business period(April 1, 2018 to March 31, 2019)

Appropriation of Retained Earnings
Partial Amendment to the Articles of Incorporation
Election of Eleven (11) Directors〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
Of the documents included in the Appendix to this Notice of Convocation of the General Meeting of Shareholders, the Business Report is among the
documents audited by the Board of Auditors, and the Consolidated Financial Statements and Non-consolidated Financial Statements are among the
documents audited by the Accounting Auditor and the Board of Auditors. The circumstances of the accounting auditor and the system to secure theappropriateness of business operations and the outline of the operating circumstances of the said system of the Business Report, the Consolidated
Statements of changes in net assets and the Notes to the Consolidated Financial Statements of the Consolidated Financial Statements, and the Nonconsolidated Statements of Changes in Net Assets and the Notes to the Non-consolidated Financial Statements of the Non-consolidated Financial
Statements are posted on the Company’s website in accordance with laws and ordinances and provisions of Article 16 of the Company’s Articles ofIncorporation.
Results of resolutions at this Annual General Meeting of Shareholders will be listed on the Company’s website via the Internet after this Annual
General Meeting of Shareholders, in lieu of notifying you in writing.
If there are any revisions to the Reference Document for the Annual Meeting of Shareholders, and/or the business report, the consolidated and the nonconsolidated financial statements, such revisions will be listed on the Company’s website.

Company’s website https://www.tokyu-cnst.co.jp/-1-Reference Document for the Annual Meeting of Shareholders
Meeting Agenda and Referential Matters
Agenda No. 1: Appropriation of Retained Earnings
The Company regards stable and sustained profit returns to shareholders as a key policy, while recognizing
the importance of securing ample internal reserves for investments and other initiatives to increase
corporate value, and further improving financial strength to deal with medium- and long-term risks. In linewith this policy, the Company aims to pay dividends while targeting 20% or higher in the consolidated
payout ratio and implement profit returns including share buybacks, in a flexible manner based on
operating results.
Under this policy, the Company will request appropriation of retained earnings as follows:
Year-end Dividend(1) Matters concerning allocation of dividend property to shareholders and total amount thereof
20 yen per common share of the Company
Total amount: ¥ 2,134,071,520
This will bring the annual dividend to 30 yen per share, including the interim dividend of 10 yen per
share.
(2) Effective date on which dividends are disbursed from retained earnings
June 26, 2019-2-

Agenda No. 2: Partial Amendment to the Articles of Incorporation
1. Reasons for proposal
The Company proposes adding a new provision which will enable the appointment of Director and Vice
Chairman as Director with special titles. This is intended to establish a management structure topromptly act in response to changes in the business environment, and further strengthen and enhance themanagement base.
2. The details of revision
The details of revision of the Articles of Incorporation are as follows.
(Those to be amended are underlined.)
Current Articles of Incorporation
Chapter 4

Director and Board of Directors(Representative Director and Director with special
titles)

Proposed amendments
Chapter 4

Director and Board of Directors(Representative Director and Director with special
titles)

Article 23 The Board of Directors shall electArticle 23
Representative Director by resolution.
The Director and President must be theRepresentative Director.

The Board of Directors shall electRepresentative Director by resolution.
The Director and President must be theRepresentative Director.

2. The Board of Directors may, by resolution,
2. The Board of Directors may, by resolution,
appoint one (1) person for each position of
appoint one (1) person for each position of
Director and Chairman and Director andDirector and Chairman, Director and Vice
President, and one (1) or more persons for each
Chairman, and Director and President, and one
position of Director and Vice President, Senior(1) or more persons for each position ofManaging Director, and Managing Director.
Director and Vice President, Senior Managing
Director, and Managing Director.

-3-Agenda No. 3: Election of Eleven (11) Directors
The terms of office of all of the current Directors will expire at the close of this General Meeting of
Shareholders. Accordingly, we propose the election of eleven (11) Directors with an increase of one (1)Outside Director to strengthen the Company’s corporate governance.
The candidates for Directors are as follows.

[Reference: List of Candidates]
Candidate
No.

Name

1

Reappointed

Tsuneo Iizuka

2

Reappointed

Toshio Imamura

3

Reappointed

Mitsuhiro Terada

Current positions

Attendance at Boardof Directors
meetings

Representative Director,

14/15 meetings

Chairman(93.3%)

Representative Director
Representative Director,
President

Kazushige Asano

Reappointed

Senior Executive Vice
President
Director, Senior

5Motoyuki Takagi

Reappointed

Managing Executive
Officer(100%)
15/15 meetings(100%)

Executive Officer(100%)

Director, Senior

11/12 meetings

Executive Officer(91.7%)

Masatoshi Shimizu

7

Reappointed

Yushi Tsukui

8

Reappointed

OutsideDirector

Independent Officer

Hiroshi Otsuka

Director

9

Reappointed

OutsideDirector

Independent Officer

Yutaka Kubota

Director

10

Reappointed

OutsideDirector

Masao Tomoe

Director

11

Newly
Appointed

OutsideDirector

15/15 meetings(100%)
15/15 meetings(100%)
12/12 meetings(100%)*

Note: No description marked with * means not being applicable due to a newly appointed candidate.

-4-

15/15 meetings

15/15 meetings

Reappointed

Kahori Yoshida

15/15 meetings

Director, Senior

6

Independent Officer(100%)(100%)

Representative Director,

4

12/12 meetings*

1

Tsuneo Iizuka

Reappointed(August 5, 1948)

Brief profile, position, responsibility and significant concurrent positions

 Number of theCompany’s shares
owned
75,540 shares Term of Office for
Director
13 years Attendance at Board of
Directors meetings:
14/15meetings (93.3%)

April 1971
October 2003
June 2004
June 2006
April 2008
June 2009

Joined Tokyu Construction Co., Ltd. (“the Company”)
Executive Officer of the Company
Senior Executive Officer of the Company
Director, Senior Executive Officer of the Company
General Manager, Civil Engineering Division of the Company
Representative Director, Senior Managing Executive Officerof the Company
April 2010
Representative Director, President of the Company
June 2018
Representative Director, Chairman of the Company (topresent)(significant concurrent positions)
Outside Director of Seikitokyu Kogyo Co., Ltd.
Chairman of The Associated General Contractors of Tokyo Reasons for the election of candidate for Director
Mr. Iizuka has been serving as Representative Director of the Company since2009. He has abundant experience and extensive expertise as a business
manager and has properly performed his duties for administration andoversight of the overall businesses of the Group. Accordingly, he has been
elected as a candidate for Director.

2

Toshio Imamura

Reappointed(April 14, 1951)

Brief profile, position, responsibility and significant concurrent positions

 Number of theCompany’s shares
owned
1,900 shares Term of Office for
Director
1 year Attendance at Board of
Directors meetings:
12/12meetings (100%)

April 1974
June 2007
June 2008
April 2011
April 2014
June 2015
April 2018
June 2018
June 2019

Joined Tokyu Corporation (“Tokyu”)
Director of Tokyu
Managing Executive Director of Tokyu
Senior Managing Executive Director of Tokyu
Representative Director & Vice President of Tokyu
Representative Director & Vice President of Tokyu
Counselor of the Company
Representative Director, President of the Company
Representative Director of the Company (to present) Reasons for the election of candidate for Director
Mr. Imamura has served as Representative Director of the Company. He had
also served as Representative Director and other key positions of Tokyu
Corporation, a core company of the Tokyu Group. He has abundant
experience and extensive expertise as a business manager and has been
driving the business strategy aggressively toward a sustained improvement in
the corporate value of the Group. Accordingly, he has been elected as a
candidate for Director.

-5-

3

Mitsuhiro Terada

Reappointed(March 1, 1957)

Brief profile, position, responsibility and significant concurrent positions

 Number of theCompany’s shares
owned
14,220 shares Term of Office for
Director
7 years Attendance at Board of
Directors meetings:
15/15 meetings (100%)

April 1979
June 2010
April 2012
June 2012
April 2013
April 2016
April 2018
June 2019

Joined Tokyu Construction Co., Ltd.
Executive Officer of the Company
Senior Executive Officer of the Company
Director, Senior Executive Officer of the Company
General Manager, Civil Engineering Division of the Company
Director, Senior Managing Executive Officer of the Company
Representative Director, Senior Executive Vice President of
the Company
Representative Director, President of the Company (topresent)

 Reasons for the election of candidate for Director
Mr. Terada has served as Representative Director of the Company. He hasadvanced expertise in the overall construction business, as well as abundant
experience and extensive knowledge as a business manager. Accordingly, he
has been elected as a candidate for Director.

4

Kazushige Asano

Reappointed(September 2, 1951)

Brief profile, position, responsibility and significant concurrent positions

 Number of theCompany’s shares
owned
24,700 shares Term of Office for
Director
7 years Attendance at Board of
Directors meetings:
15/15 meetings (100%)

April 1974
June 2005
June 2008
April 2011
June 2012
April 2013
April 2014
April 2018
June 2018

Joined Tokyu Construction Co., Ltd.
Director, Executive Officer of the Company
Executive Officer of the Company
Senior Executive Officer of the Company
Representative Director, Senior Executive Officer of theCompany
General Manager, Sales & Marketing Division of theCompany
Representative Director, Senior Managing Executive Officerof the Company
In charge of Sales & Real Estate Division of the Company (topresent)
Representative Director, Senior Executive Vice President of
the Company (to present) Reasons for the election of candidate for Director
Mr. Asano has been serving as Representative Director of the Company since2012. He has advanced expertise in the overall sales business, as well as
abundant experience and extensive knowledge as a business manager.
Accordingly, he has been elected as a candidate for Director.

-6-

5

Motoyuki Takagi

Reappointed(November 25, 1955)

Brief profile, position, responsibility and significant concurrent positions
April 1979
April 2011
April 2016

 Number of theCompany’s shares
owned
3,833 shares Term of Office for
Director
3 years Attendance at Board of
Directors meetings:
15/15 meetings (100%)

June 2016
April 2018

June 2018
June 2019

Joined Tokyu Construction Co., Ltd.
Executive Officer of the Company
Senior Executive Officer of the Company
General Manager, Building Construction Division of theCompany
Director, Senior Executive Officer of the Company (topresent)
General Manager, Building Construction Division, in chargeof Institute of Technology and Wooden Building Construction
Division of the Company (to present)
Director, Senior Managing Executive Officer of the Company(to present)
In charge of International Division of the Company (topresent)

 Reasons for the election of candidate for Director
Mr. Takagi has been elected as candidate for Director due to his richmanagement experience at the Company and strong insights pertaining to theconstruction business.

6

Masatoshi Shimizu

Reappointed(January 20, 1959)

Brief profile, position, responsibility and significant concurrent positions
April 1982
April 2012
April 2017

 Number of theCompany’s sharesowned
2,601 shares Term of Office for
Director
2 years

June 2017

Joined Tokyu Construction Co., Ltd.
Executive Officer of the Company
Senior Executive Officer of the Company
General Manager, Business Administration Division of theCompany (to present)
Director, Senior Executive Officer of the Company (topresent)

 Reasons for the election of candidate for Director
Mr. Shimizu has been elected as candidate for Director due to his richmanagement experience at the Company and strong insights pertaining tooverall business administration.

 Attendance at Board of
Directors meetings:
15/15 meetings (100%)

-7-

7

Yushi Tsukui

Reappointed(November 20, 1957)

Brief profile, position, responsibility and significant concurrent positions
April 1981
April 2015
April 2018

 Number of theCompany’s shares
owned
1,776 shares Term of Office for
Director
1 yearJune 2018

Joined Tokyu Construction Co., Ltd.
Executive Officer of the Company
Senior Executive Officer of the Company
General Manager, Civil Engineering Division of the Company(to present)
Director, Senior Executive Officer of the Company (topresent)

 Reasons for the election of candidate for Director
Mr. Tsukui has been elected as candidate for Director for his rich management
experience at the Company and strong insights pertaining to civil engineering.

 Attendance at Board of
Directors meetings:
11/12 meetings(91.7%)

8

Hiroshi Otsuka

Reappointed(February 9, 1935)

OutsideDirector

Independent Officer

Brief profile, position, responsibility and significant concurrent positions

 Number of theCompany’s shares
owned
0 shares Term of Office for
Director
9 years Attendance at Board of
Directors meetings:
15/15 meetings (100%)

April 1958
Joined Keisei Electric Railway Co., Ltd. (“Keisei”)
June 1992
Managing Director of Keisei
June 1995
Senior Managing Director of Keisei
June 1996
Representative Director, Senior Managing Director of Keisei
June 1997
Representative Director, Vice President of Keisei
June 1998
Representative Director, President of Keisei
June 2004
Representative Director, Chairman of Keisei
June 2008
Advisor of Keisei
June 2010
Director of the Company (to present)
June 2018
Honorary Advisor of Keisei (to present)(significant concurrent positions)
Honorary Advisor of Keisei Electric Railway Co., Ltd.
Corporate Auditor (External) of Oriental Land Co., Ltd.

 Reasons for the election of candidate for Outside Director
Mr. Otsuka has been elected as candidate for Outside Director due to his richmanagement experience and broad insights as corporate manager as well as
the Company’s expectations that he will contribute to the Company’s
management using his opinions from the viewpoint of one familiar with therailway business

-8-

9

Yutaka Kubota

Reappointed(November 24, 1947)

OutsideDirector

Independent Officer

Brief profile, position, responsibility and significant concurrent positions
April 1970
June 1998
May 2000

 Number of theCompany’s shares
owned
0 shares Term of Office for
Director
4 years Attendance at Board of
Directors meetings:
15/15meetings (100%)

November 2000
March 2001
June 2002
June 2011
June 2015

Joined Sagami Railway Co., Ltd. (“Sagami”)
Director of Sagami
Representative Director, President of Sotetsu Real EstateCo., Ltd.
Representative Director, President of Sotetsu Home Co.,
Ltd.
Representative Director, President of Sotetsu Real Estate
Sales Co., Ltd.
Managing Director of Sagami
Representative Director, President of Sotetsu
Construction Co., Ltd.
Director of the Company (to present) Reasons for the election of candidate for Outside Director
Mr. Kubota has been elected as candidate for Outside Director due to his richmanagement experience and broad insights as corporate manager as well as
the Company’s expectations that he will contribute to the Company’s
management using his opinions from the viewpoint of one familiar with therailway and construction businesses.

10 Masao Tomoe

Reappointed(November 23, 1953)

OutsideDirector

Brief profile, position, responsibility and significant concurrent positions

 Number of theCompany’s shares
owned
0 shares

April 1976
June 2007
April 2011
April 2014
July 2014
June 2015
April 2017

Joined Tokyu Corporation (“Tokyu”)
Director of Tokyu
Managing Executive Director of Tokyu
Senior Managing Executive Director of Tokyu
Executive General Manager of Human Resources
Headquarters of Tokyu
Director & Senior Managing Executive Officer of Tokyu
Representative Director & Vice President of Tokyu (topresent)
Director of the Company (to present)

 Term of Office for
Director
1 yearJune 2018

 Attendance at Board of
Directors meetings:
12/12 meetings (100%)

 Reasons for the election of candidate for Outside Director(significant concurrent positions)Representative Director & Vice President of Tokyu Corporation
Mr. Tomoe is the Representative Director of Tokyu Corporation, a corecompany of the Tokyu Group. He has been elected as candidate for Outside
Director due to his rich management experience and broad insights ascorporate manager as well as the Company’s expectations that he willcontribute to the Company’s management using his opinions from theviewpoint of one familiar with the overall knowledge of businessadministration.

-9-

11 Kahori Yoshida(December 19, 1972)

Newly
Appointed

OutsideDirector

Independent Officer

Brief profile, position, responsibility and significant concurrent positions
April 1996
September 2010
December 2011

 Number of theCompany’s shares
owned
0 shares Term of Office for
Director― Attendance at Board of
Directors meetings:―

Joined Recruit Cosmos Co., Ltd.
Passed the bar examination
Joined Yoshiko Takagi Law Firm (current T&T Partners
Law Office) (to present)
Registered as Lawyer
April 2012
Member of the Operation Committee for Housing
Dispute Examination Meeting, Daini Tokyo Bar
Association (to present)
November 2018
Special member of the Chuo Construction Project
Dispute Examination Committee, the Ministry of Land,
Infrastructure, Transport, and Tourism (to present)(significant concurrent positions)
Lawyer Reasons for the election of candidate for Outside Director
Ms. Yoshida has professional expertise as a lawyer and work experience inthe real estate industry, and the Company expects her to bring her advice andopinions to the management of the Company. Accordingly, she has been
elected as a candidate for Outside Director.
Although she has no experience of direct engagement in business
management, the Company believes she has an ability to perform duties as
External Director properly, due to the above reason.

-10-Notes:1. Special conflict of interests between the candidate and the Company(1) Mr. Masao Tomoe is Representative Director of Tokyu Corporation and the company holds 15,362 thousand
shares of the Company (holding ratio of 14.40%). In addition, the company and the Company performbusinesses under the same category, and the company is a major counterpart for the Company’s deals. The
Company has transactions such as orders for construction projects with the company.
(2) There are no special conflict of interests between other candidates and the Company.
2. Hiroshi Otsuka, Yutaka Kubota, Masao Tomoe and Kahori Yoshida are candidates for Outside Directors. Hiroshi
Otsuka, Yutaka Kubota and Kahori Yoshida satisfy the Company’s criteria for the independence of Outside
Directors set forth in pages 12 and are candidates for independent officers pursuant to the regulations of the Tokyo
Stock Exchange, Inc.
3. Matters concerning candidates for Outside Directors are as follows:(1) Hiroshi Otsuka
He will have served as Outside Director for nine years at the close of this General Meeting of Shareholders.
(2) Yutaka Kubota
He will have served as Outside Director for four years at the close of this General Meeting of Shareholders.
(3) Masao Tomoe
He will have served as Outside Director for one year at the close of this General Meeting of Shareholders.
4. Limited liability agreement
The Company has concluded agreements with Hiroshi Otsuka, Yutaka Kubota and Masao Tomoe to limit theirrespective liabilities for damages referred to in Article 423 (1) of the Companies Act pursuant to the provision of
Article 427 (1) of said Act. The maximum amount of liability for damages prescribed in such agreement is theminimum liability amount stipulated in the items of Article 425 (1) of said Act. The Company plans to extend theaforementioned limited liability agreements if their election is approved. The Company also plans to conclude anagreement with the same terms and conditions with Kahori Yoshida if her election is approved.

-11-[Reference: Standard for Independence of Outside Directors and Outside Auditor]+
The Company determines Outside Officers (Outside Directors and Outside Auditors) who satisfy with thefollowing requirements as independent officers (Independent Outside Directors and Independent Outside
Auditors) without any risk of conflict of interest with general shareholders.
1.

Outside Officers do not fall into the following category:

1)

Executive persons1 of the Company and its subsidiaries (hereinafter, referred to as the “Group”);

2)

A counterparty which has transactions principally with the Group2, or its executive persons;

3)

Major counterparty3 of the Group or its executives;

4)

A consultant, accounting professional or legal professional who has been paid a large amount ofmoney or other assets4 in addition to the Outside Director’s remunerations (in the event that such
person is a corporation or other association such as union, a person who belongs to such association);5)

An accounting auditor of the Group or a certified public accountant who belongs to an audit
corporation that is an accounting auditor of the Group;

6)

A person who receives donations or subsidies exceeding certain amount5 from the Group (in theevent that a person who receives such donation or subsidy is a corporation or other association suchas union, executive persons of such association);7)

A major financial institution6 from which the Group has borrowed or executive persons of its parent
company or subsidiary;

8)

A major shareholder7 of the Group or in the event that such shareholder is a corporation, executive
persons of such corporation;

9)

Executive persons in a company which the Group is a major shareholder;10)
A company which Director (regardless of full-time or part-time) is sent from the Group or
executive persons of its parent company or subsidiary; or

11) Persons who have recently fallen into the category of either (1) to (10) above.
2.
3.

Outside officers are not close relative, etc.9 of persons who fall into the category of (1) to (11) in 1 above(limited to those who have important positions8).
Even though an Outside Officer satisfies the requirements of 1 and 2 above, if he/she is not considered to be
independent due to other reasons, the Company shall not deem him/her as an independent officer.

Notes:
1. Executive persons mean executives stipulated by Item 6 in Paragraph 3 of Article 2 of the Ordinance for
Enforcement of the Companies Act and include executive Directors and employees, but not Auditors.
2. A counterparty which has transactions principally with the Group means a counterparty which received paymentsfrom the Company, which accounted for more than 2% of its annual consolidated sales in any year of the mostrecent three fiscal years.
3. A major counterparty of the Group is a counterparty whose payments to the Company accounted for more than 2%of the Company’s annual consolidated sales in any year of the most recent three fiscal years.
4. A large amount of money or other assets means money or other assets other than Director’s remuneration
exceeding ¥10 million per year in either year in the most recent three fiscal years.
5. Donation or subsidy exceeding certain amount means donation or subsidy exceeding ¥10 million per year in any
year of the most recent three fiscal years.
6. A major financial institution is a financial institution in which the Company has year-end loan balance of morethan 2% of its consolidated total assets in any year of the most recent three fiscal years.
7. A major shareholder means a shareholder who has 10% or more of total voting rights (including both direct andindirect holding).
8. Those who have important positions include Directors (excluding Outside Directors), executive officers, corporate
officers and employees who are at the senior management level of manager or higher, certified public accountants
who belong to an audit corporation or accounting office, attorneys who belong to a law office, councilors who
belong to an incorporated foundation, incorporated association, educational corporation, or other corporation,
administrators such as Directors, or other persons who are objectively and reasonably deemed to have similar
importance.
9. Close relative, etc. means spouse or relative within the second degree.

-12-