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 8, 2017

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

Tokyu Construction Co., Ltd.
Tsuneo Iizuka, Representative Director,President

Notice of the 14th Annual General Meeting of Shareholders
The Company would hereby like to request shareholders to attend the Company’s 14th 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 inwriting. We kindly request you to read the following Reference Document for the Annual
Meeting of Shareholders, indicate “for” or “against” on each agenda item on the voting form
enclosed herewith, and return it no later than 6:00 p.m., June 26, 2017 (Monday).
Sincerely yours,
10:00 a.m., June 27 (Tuesday), 2017(Reception will begin at 9:00 a.m.)
Meeting room of Head Office of the Company, 8F,
Shibuya Subway Building
1-16-14 Shibuya, Shibuya-ku, Tokyo

1.

Date:

2.

Venue:

3.

Purposes:
Items to be reported:

1.

2.

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

The business report, the consolidated financial statements
and the results of consolidated financial statement audits by
the Accounting Auditor and the Board of Auditors for the14th business period (April 1, 2016 to March 31, 2017)
The non-consolidated financial statements for the 14thbusiness period (April 1, 2016 to March 31, 2017)

Appropriation of Retained Earnings
Election of Eight (8) Directors- When you attend the meeting, we kindly request that you submit the enclosed voting form to the receptionistat the venue. For conservation of resources, please bring this Notice of Convocation of the General Meetingof Shareholders.
- The Consolidated Financial Statements and the Non-consolidated Financial Statements, which are includedin the Appendix to this Notice of Convocation of the General Meeting of Shareholders, are among thedocuments audited by the Accounting Auditor and the Board of Auditors. The Consolidated Statements ofChanges in Net Assets and the Notes to the Consolidated Financial Statements of the Consolidated Financial
Statements, and the Non-consolidated Statements of Changes in Net Assets and the Notes to the Nonconsolidated Financial Statements of the Non-consolidated Financial Statements are posted on theCompany’s website in accordance with laws and ordinances and provisions of Article 16 of the Company’s
Articles of Incorporation.
- If there are any revisions to the Reference Document for the Annual Meeting of Shareholders, and/or thebusiness report, the consolidated and the non-consolidated financial statements, such revisions will be listedon the Company’s website.
Company’s website http://www.tokyu-cnst.co.jp/-1-Reference Document for the Annual Meeting of ShareholdersMeeting Agenda and Referential Matters

Agenda No. 1: Appropriation of Retained Earnings
The Company regards returning profits to shareholders as one of its most important tasks, while
recognizing the importance of building a sound financial base enabling it to cope with changes inthe business environment. Given its business performance in each year and outlooks, its basic
policy is to pay dividends with the aim of a consolidated dividend payout ratio of 20% or higher.
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
21 yen per common share of the Company

Total amount: ¥2,240,934,171

This will bring the annual dividend to 26 yen per share, including the interim dividend of 5
yen per share.
(2) Effective date on which dividends are disbursed from retained earnings
June 28, 2017-2-

Agenda No. 2: Election of Eight (8) Directors
The terms of office of all of the current Directors will expire at the close of this General
Meeting of Shareholders. We propose the election of eight Directors with a reduction of twoDirectors among the total number of Directors to enhance the efficiency of management.
The candidates for Directors are as follows.
CandidateNo.

Name(Date of birth)

Brief profile, position, responsibility andsignificant concurrent positions
April 1971

12

Number of theCompany’s shares
ownedJoined Tokyu Construction Co., Ltd. (“theCompany”)
October 2003
Executive Officer of the Company
June 2004
Senior Executive Officer of the Company
June 2006
Director and Senior Executive Officer ofthe Company
Tsuneo Iizuka
April 2008
General Manager, Civil Engineering
Division of the Company(August 5, 1948)
69,640 shares[Reappointed]June 2009
Representative Director, Senior Managing
Executive Officer of the Company
April 2010
Representative Director, President of theCompany (to present)(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 elected as candidate for Director due to his abundant management experience at theCompany and strong leadership as the Representative Director and President in the Group.
April 1979
Joined Tokyu Corporation (“Tokyu”)
July 2007
Executive Officer of Tokyu
June 2009
Director of TokyuApril 2011
Managing Director of Tokyu
April 2014
Representative Director, President of Tokyu
Techno System Co., Ltd.
Yasuyuki Izumi
Counselor of the Company(February 13, 1956) April 2016
1,200 shares
June2016
Director,Senior Executive Vice President[Reappointed]of the Company (to present)
In charge of overseeing the Company’s
overall business of the Company (topresent)
April 2017
In charge of Safety & Environment
Department of the Company (to present)[Reasons for the election of candidate for Director]
Mr. Izumi has been elected as candidate for Director for his abundant management experience at Tokyu
Corporation, a core company of the Tokyu Group, and strong insights pertaining to the railwaybusiness.

-3-CandidateNo.

Name(Date of birth)

Brief profile, position, responsibility andsignificant concurrent positions
April 1974
June 2005
June 2008
April 2011
June 2012

345

Number of theCompany’s shares
ownedJoined Tokyu Construction Co., Ltd.
Director, Executive Officer of the Company
Executive Officer of the Company
Senior Executive Officer of the Company
Kazushige Asano
Representative Director, Senior Executive
20,800 shares(September 2, 1951)
Officer of the Company[Reappointed]
April 2013
General Manager, Sales & Marketing
Division of the Company (to present)
April 2014
Representative Director, Senior Managing
Executive Officer of the Company (topresent)[Reasons for the election of candidate for Director]
Mr. Asano has been elected as candidate for Director due to his rich management experience at theCompany and strong insights on overall sales.
April 1979
Joined Tokyu Construction Co., Ltd.
June 2010
Executive Officer of the Company
April 2012
Senior Executive Officer of the Company
Mitsuhiro Terada
June 2012
Director, Senior Executive Officer of the(March 1, 1957)
11,120 sharesCompany[Reappointed]
April 2013
General Manager, Civil Engineering
Division of the Company (to present)
April 2016
Director, Senior Managing Executive
Officer of the Company (to present)[Reasons for the election of candidate for Director]
Mr. Terada has been elected as candidate for Director for his rich management experience at theCompany and strong insights pertaining to civil engineering.
April 1979
Joined Tokyu Construction Co., Ltd.
April 2011
Executive Officer of the Company
April 2016
Senior Executive Officer of the Company(to present)
Motoyuki Takagi
General Manager, Building Construction(November 25,Division, in charge of Institute of2,333 shares1955)
Technology and International Departmentof the Company (to present)[Reappointed]
June 2016
Director, Senior Executive Officer of theCompany (to present)
April 2017
In charge of Solution Business Departmentof the Company (to present)[Reasons for the election of candidate for Director]
Mr. Takagi has been elected as candidate for Director due to his rich management experience at theCompany and strong insights pertaining to the construction business.

-4-Candidate
No.

Name
(Date of birth)

Brief profile, position, responsibility andsignificant concurrent positions
April 1958

67

Number of theCompany’s shares
ownedJoined 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
Hiroshi Ootsuka
June 1997
Representative Director, Vice President of(February 9, 1935)
Keisei[Reappointed]
June 1998
Representative Director, President of Keisei
0 share[Outside Director]
June 2004
Representative Director, Chairman of[IndependentKeisei
Officer]June 2008
Advisor of Keisei (to present)
June 2010
Director of the Company (to present)(Significant concurrent positions)
Advisor of Keisei Electric Railway Co., Ltd.
Corporate Auditor (External) of Oriental Land Co., Ltd.
Outside Auditor of The Keiyo Bank Ltd.
[Reasons for the election of candidate for Outside Director]
Mr. Ootsuka has been elected as candidate for Outside Director due to his rich management experienceand broad insights as corporate manager as well as the Company’s expectations that he will contributeto the Company’s management using his opinions from the viewpoint of one familiar with the railwaybusiness.
April 1970
Joined Sagami Railway Co., Ltd.
(“Sagami”)
June 1998
Director of Sagami
May 2000
Representative Director, President ofYutaka Kubota
Sotetsu Real Estate Co., Ltd.
(November 24,1947)
November 2000 Representative Director, President ofSotetsu Home Co., Ltd.
[Reappointed]
0 shareMarch 2001
Representative Director, President of[Outside Director]
Sotetsu Real Estate Sales Co., Ltd.
[IndependentOfficer]
June 2002
Managing Director of Sagami
June 2011
Representative Director, President ofSotetsu Construction Co., Ltd.
June 2015
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 rich management experienceand broad insights as corporate manager as well as the Company’s expectations that he will contributeto the Company’s management using his opinions from the viewpoint of one familiar with the railway
and construction businesses.

-5-CandidateNo.

Name(Date of birth)

Brief profile, position, responsibility andsignificant concurrent positions

Number of theCompany’s shares
owned

April 1982
April 2012
April 20138

Joined Tokyu Construction Co., Ltd.
Executive Officer of the Company
General Manager, Sales Promotion
Department of Sales & Marketing Division
Masatoshi Shimizu
of the Company(January 20, 1959)
1,605 shares
May 2015
General Manager, Kyushu Branch[Newly Appointed]
April 2017
Senior Executive Officer of the Company(to present)
General Manager, Business Administration
Division of the Company (to present)[Reasons for the election of candidate for Director]
Mr. Shimizu has been elected as candidate for Director due to his rich management experience at theCompany and strong insights pertaining to overall business administration.

Notes:
1. There are no special conflict of interests between the candidate and the Company.
2. Hiroshi Ootsuka and Yutaka Kubota are candidates for Outside Directors. They satisfy the Company’s
criteria for the independence of Outside Directors set forth in pages 7 to 8 and are candidates for independentofficers pursuant to the regulations of the Tokyo Stock Exchange, Inc.
3. Matters concerning candidates for Outside Directors are as follows:(1) Hiroshi Ootsuka
He will have served as Outside Director for seven years at the close of this General Meeting ofShareholders.
(2) Yutaka Kubota
He will have served as Outside Director for two years at the close of this General Meeting ofShareholders.
4. Limited liability agreement
The Company has concluded agreements with Hiroshi Ootsuka and Yutaka Kubota to limit their respective
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 toextend the aforementioned limited liability agreements if their election is approved.

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[Reference: Standard for Independence of Outside Directors and Outside Auditors]
The Company determines Outside Officers (Outside Directors and Outside Auditors) who satisfywith the following requirements as independent officers (Independent Outside Directors andIndependent 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 of money 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, aperson who belongs to such association);5)

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

6)

A person who receives donations or subsidies exceeding certain amount5 from theGroup (in the event that a person who receives such donation or subsidy is a corporationor other association such as union, executive persons of such association);
A major financial institution6 from which the Group has borrowed or executive personsof its parent company or subsidiary;
A major shareholder7 of the Group or in the event that such shareholder is a corporation,
executive persons of such corporation;

7)8)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 Groupor 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.

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).

3.

Even though an Outside Officer is satisfied with 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
payments from the Company, which accounted for more than 2% of its annual consolidated sales in anyyear of the most recent three fiscal years.
3. A major counterparty of the Group is a counterparty whose payments to the Company accounted for morethan 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.

-7-6.
7.
8.

9.

A major financial institution is a financial institution in which the Company has year-end loan balance ofmore than 2% of its consolidated total assets in any year of the most recent three fiscal years.
A major shareholder means a shareholder who has 10% or more of total voting rights (including both
direct and indirect holding).
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 alaw office, councilors who belong to an incorporated foundation, incorporated association, educationalcorporation, or other corporation, administrators such as Directors, or other persons who are objectively
and reasonably deemed to have similar importance.
Close relative, etc. means spouse or relative within the second degree.

-8-