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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 1852)
June 5, 2024
To Shareholders with Voting Rights:
Makoto Asanuma
Representative President
Asanuma Corporation
Main Office: 1-2-3 Minatomachi,
Naniwa-ku, Osaka

NOTICE OF CONVOCATION OF
THE 89TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We would like to inform you that the 89th Annual General Meeting of Shareholders of Asanuma
Corporation (the “Company”) will be held as described below.
Instead of attending the meeting in person, you can exercise your voting rights in advance via the Internet,
etc. or in writing. Please review the attached Reference Documents for the General Meeting of Shareholders
below (refer to “4. Matters Concerning the Measures for Electronic Provision”), and in accordance with theInstructions for the Exercise of Voting Rights, exercise your voting rights by 5:15 p.m. on Wednesday, June 26,
2024, Japan time.
1. Date and Time: Thursday, June 27, 2024 at 10:00 a.m. Japan time
2. Place:
Snowberry Banquet Room, 21st Floor, Hotel Monterey Grasmere Osaka
1-2-3 Minatomachi, Naniwa-ku, Osaka
3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
89th Fiscal Year (April 1, 2023 - March 31, 2024) and results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Audit &Supervisory Board
2. Non-consolidated Financial Statements for the Company’s 89th Fiscal Year
(April 1, 2023 - March 31, 2024)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Partial Amendments to the Articles of Incorporation
Proposal 3:
Election of Eight (8) Directors
Proposal 4:
Election of One (1) Audit & Supervisory Board Member-1-4. Matters Concerning the Measures for Electronic Provision(1) The Company has commenced measures for electronic provision, in regard to information that is thecontents of the Reference Documents for General Meeting of Shareholders, etc. (matters subject tomeasures for electronic provision).
In regard to the Voting Rights Exercise Form, this document will not be matters subject to measuresfor electronic provision, and will be enclosed with this Notice of Convocation.
(2) In regard to the matters subject to measures for electronic provision, this information is listed in thefollowing websites on the Internet. Please check either of the listed websites.
The Company’s website URL:
https://www.asanuma.co.jp/ir/sokai.html (in Japanese)
The website URL for informational materials for the General Meeting of Shareholders:
https://d.sokai.jp/1852/teiji/ (in Japanese)
The above information is also listed on the TSE website (Listed Company Search). You can alsobrowse this information on the TSE website. On the TSE website, please search for the informationin the following order: Using the Quick search function, type in Asanuma or the stock exchange
code 1852 and click Search → “Basic information” → “Documents for public inspection/PR
information” → “Click here for access” of “Notice of General Shareholders Meeting/Informational
Materials for a General Shareholders Meeting.”
TSE website URL:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(3) Notwithstanding the above (1) and (2), for shareholders who did not request the provision ofphysical documents, among the matters subject to measures for electronic provision, the Company
will send in written format the Reference Documents for the General Meeting of Shareholders.
5. Other Matters for Determination in the Convocation of the Annual General Meeting of Shareholders(1) If a voting right is exercised multiple times via the Internet, etc., we will consider the last vote to be
the valid vote.
(2) If a voting right is exercised both via the Internet, etc. and in writing, we will consider the Internet
vote to be the valid vote.
(3) In regard to a voting right that is exercised in writing, if there is no indication of a vote for oragainst each proposal, we will consider this to be an indication of approval.
● In regard to the matters subject to measures for electronic provision, if there are any matters foramendment, the gist of such matters will be listed in the above 4.-(2) website, as the matters before
the amendment and matters after the amendment.

-2-

Instructions for the Exercise of Voting Rights



Exercise of voting rights over the Internet, etc.
Deadline: 5:15 p.m. on Wednesday, June 26, 2024
For the Exercise of Voting Rights, please access “General Meeting of Shareholders Portal®” or“voting website” and enter your vote for or against the proposals by the deadline by following the
instructions on the screen.
For details, please refer to page 5 of the Japanese version.



Exercise of voting rights in writing
Deadline: 5:15 p.m. on Wednesday, June 26, 2024 (time of receipt)
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form andreturn it by mail so that it is received by the deadline.



Exercise of voting rights by attending the meeting
Date and time: Thursday, June 27, 2024 at 10:00 a.m. Japan time
Please submit the enclosed Voting Rights Exercise Form at the reception desk.
• Although only shareholders are allowed to enter the venue, a caregiver or interpreter (including sign
language interpreter) can be present with a shareholder. If you have a particular requirement, please
notify the reception desk on the day. However, the attendance of a caregiver or interpreter is limited
to the number of persons required (one person in principle).
• In light of the number of seats available being limited, we encourage you to exercise your voting
rights in advance via the Internet, etc. or in writing.

-3-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

The Company considers the return of profits to shareholders as one of its most important management
initiatives, and to this end, maintains a basic policy of allocating dividends in line with its businessperformance by developing new technologies that are necessary for the future expansion of the business,while striving to sustain and reinforce the Company’s competitiveness. With regard to the year-end
dividend, the Company has taken various factors into consideration, including its financial condition andbusiness performance.
Therefore, the Company proposes to pay for the fiscal year ended March 31, 2024 a year-end dividend of¥203 per share.

1. Type of dividend property
Cash
2. Allotment of dividend property and their aggregate amount¥203 per common share of the Company
Aggregate amount of dividends will be ¥3,275,805,316.
3. Effective date of dividends of surplus
June 28, 2024

-4-

Proposal 2:

Partial Amendments to the Articles of Incorporation

1

Reasons for the proposal
Due to the expansion of the business areas of the Company’s subsidiaries, the Company proposes to
newly establish the provision related to nondestructive testing business (Article 2, Item 16 of the
proposed amendments) as a business goal, and to move down other items in Article 2 following the new
established provision.
In order to enhance opportunities for the return of profits to shareholders, in addition to the current
annual year-end dividends, the Company proposes to introduce an interim dividend system. Therefore,
the provision related to interim dividends (Article 31, Paragraph 2 of the proposed amendments) shall be
newly established, and the necessary amendments for the provision related to the dividend exclusion
period (Article 33 of the current Article of Incorporation) shall be implemented.

2

Contents of the amendments
The contents of the amendments are as follows:(Underlining indicates amended sections.)
Proposed amendments

Current Articles of Incorporation(Purpose)
Article 2
The purpose of the Company shall be to engage inthe following businesses:
1.-15.
(Omitted)(Newly established)
16.・17. (Omitted)(Purpose)
Article 2
The purpose of the Company shall be to engage inthe following businesses:
1.-15.
(Unchanged)
16.
Nondestructive testing business with
Radiographic Testing, etc.
17.・18. (Unchanged)(Dividends of Surplus)(Dividends of Surplus)
Article 31
Article 31
In accordance with resolutions of the General(1) In accordance with resolutions of the General
Meeting of Shareholders, the Company is able to pay
Meeting of Shareholders, the Company is able toyear-end dividends to shareholders or registered
pay year-end dividends to shareholders or
pedigrees of shares recorded in the register ofregistered pedigrees of shares recorded in theshareholders as of the last day of each fiscal year.
register of shareholders as of the last day of eachfiscal year.
(Newly established)(2) In addition to the preceding paragraph, in
accordance with resolutions of the Board of
Directors, the Company is able to pay interim
dividends to shareholders or registered pedigrees
of shares recorded in the register of shareholders
as of September 30 of every year.
Article 32(Omitted)

Article 32(Unchanged)(Dividend Exclusion Period)
Article 33
If year-end dividend payments are not received after
three (3) full years from the starting date of dividend
payments, the Company shall not be obliged to pay
the dividends.

(Dividend Exclusion Period)
Article 33
If year-end and interim dividend payments are notreceived after three (3) full years from the starting
date of dividend payments, the Company shall not be
obliged to pay the dividends.

(Reference)
At a meeting of the Board of Directors held on May 14, 2024, the Company resolved to conduct a 5-for-1
stock split of the common stock of the Company held by shareholders recorded in the register of shareholders
as of July 31, 2024, with an effective date of August 1, 2024. As a result, the total number of sharesauthorized to be issued as stipulated in Article 6 of the Company’s Articles of Incorporation was changed
from fifty-eight million seven hundred thirteen thousand (58,713,000) shares to two hundred ninety million(290,000,000) shares effective August 1, 2024, in accordance with the provisions of Article 184, Paragraph 2of the Companies Act.

-5-

Proposal 3:

Election of Eight (8) Directors

The terms of office of all eight (8) Directors will expire at the conclusion of this year’s Annual General
Meeting of Shareholders. Accordingly, the Company proposes the election of eight (8) Directors.
If this Proposal is approved as originally proposed, more than one third of the Directors of the Company
will be Independent Outside Directors.
In order to ensure the transparency and fairness of the decision-making process, the Proposal has been
determined by resolution of the Board of Directors following deliberations by the Nomination andCompensation Committee, which is composed of a majority of Independent Outside Directors andchaired by the Lead Independent Outside Director.
Composition of the Board of Directors of the Company
The Company endeavors to appoint Directors so that the composition of the Board of Directors is
well-balanced as a whole between knowledge, experience and competence, and at the same time,achieves both diversity and appropriate size.
The composition of Inside Directors (Directors other than Outside Directors) and Independent Outside
Directors is as follows:● Composition of Inside Directors
The Company has established a structure which is laid out in the Internal Rules of the Nomination andCompensation Committee to appoint five (5) Inside Directors consisting of Officer in charge ofCorporate Strategy and Planning Headquarters who is responsible for corporate planning segments,
Officer in charge of Building Construction Headquarters who is responsible for building construction
segments, Officer in charge of Civil Construction Headquarters who is responsible for civil construction
segments, Officer in charge of Corporate Administration Headquarters who is responsible foradministration segments, alongside Representative President.
At this Annual General Meeting of Shareholders, the Company will propose five (5) candidates for Inside
Directors.
● Composition of Independent Outside Directors
For the purpose of ensuring the transparency of corporate management and enhancing corporate
governance, the Company has established a structure which is laid out in the Internal Rules of theNomination and Compensation Committee to appoint three (3) Independent Outside Directors, and morethan one third of the Directors of the Company are Independent Outside Directors. In addition, theCompany has nominated one (1) candidate who has management experience at other companies.
There is one (1) female candidate for Director.
Other Initiatives by the Company
The Company has adopted a basic policy to continue to reduce strategic shares and verifies theappropriateness of shareholdings of each individual issue at the regular meeting of the Board of Directors
held at the beginning of each fiscal year. The balance of strategic shares was 11.8% of the Company’s
consolidated net assets at the end of March 2024.
In accordance with the Basic Sustainability Policy, for the purpose of actively addressing
sustainability-related issues, the Company has established the Sustainability Promotion Committee,
which is chaired by the C.E.O., under the Board of Directors, and makes disclosures in accordance with
the Task Force on Climate-related Financial Disclosures (TCFD). The Company presents their voluntaryand measurable goals related to the promotion of women, foreign nationals, and midcareer hires to corehuman resources, and discloses their status in turn. Additionally, the Company has a Human Rights
Policy to support international norms on human rights, and to fulfill the duty to respect human rights inbusiness activities, the Company discloses the Human Rights Policy, the Procurement Policy, and thePartnership Building Declaration.
The Company discloses management indicators such as ROE and cost of capital in the Three-Year
Medium-Term Plan and practices management with the cost of capital and stock price in mind.

-6-

The candidates for Directors are as follows:

No.

Name

Positions andResponsibilities at theCompany1

MakotoAsanuma

Representative President,
C.E.O.
Director, Senior Managing
Officer,
Officer in charge ofCorporate Strategy andPlanning Headquarters
Director, Senior Managing
Officer,
Officer in charge of
Building Construction
Headquarters

MembershipYears
in Nomination
served as
andDirector Compensation
Committee

Attendanceat Board of
Directors’
meetings

Attributes

17 out of 17

ReappointmentMale

6

17 out of 17

ReappointmentMale

4

17 out of 17

Reappointment
Male

4

◯

2

AkihiroToyota3

Masahiro
Fujisawa

4

Itaru TeraiManaging Officer,
Officer in charge of Civil
Construction Headquarters-

New appointment
Male

-

5

Yoshimichi
Yagi

Managing Officer,
Officer in charge ofCorporate Administration
Headquarters-

New appointmentMale-

17 out of 17

Reappointment
Outside Director
Independent
Female5◯17 out of 17

Reappointment
Outside Director
Independent
Male

4

◯

-

New appointment
Outside Director
Independent
Male

-

6

7

8

MiwakoFunamoto

TakuyaMorikawa

Seiya
Kinoshita

Director

Director--7-

Areas where each Director is expected to have expertise (skills matrix)
Corporate

Name

Management,
Management
Strategy

MakotoAsanuma●AkihiroToyota●Finance,
Accounting,
Capital Policy

Legal Affairs,

Personnel

Compliance,

Affairs,

Risk

Sustainability

●

●

Human
Resources

Management

●

●

●

Building

Construction Construction
Business

Business●●●

Masahiro
Fujisawa

Technology,

Operations

IT

●

●

●

Yoshimichi
Yagi●

MiwakoFunamoto

Seiya
Kinoshita

Overseas●●

Itaru Terai

TakuyaMorikawa

Civil

●

●

●

●

●

●

●

●

●

●

●

●

●

Note: When determining the composition of the Board of Directors, the Company appropriately combines the skills, etc. of
Directors according to the management environment, business characteristics, and other factors. The skills matrix above
presents a summary of the knowledge, experience, capabilities, and other characteristics of Directors, based on each
Director’s identification of the skills, etc. that they should possess, taking into consideration the Company’s businessstrategies.

-8-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1996

Number ofshares of theCompany held

Joined the Company

June 2009[Reappointment][Male]
1

Makoto Asanuma(April 18, 1972)

Assistant General Manager in charge of President’s Office,General Manager, General Affairs Division
April 2015
Executive Officer, Officer in charge of Renovation Division,
General Manager, Renovation Marketing & Sales Division, Tokyo
Main Office
April 2016
Executive Officer, General Manager, Marketing & Sales
Promotion Office, Building Construction Headquarters, in chargeof Renovation and Real Estate
April 2018
Executive Vice President, Officer in charge of Building
Construction Headquarters
June 2018
Representative President, C.E.O.
May 2021
Director and President, Asanuma Construction Ltd., International
April 2022
Representative Director and Chairman, ASANUMA TATEMONO
K.K. (to present)[Significant concurrent positions] Director and President, Asanuma Construction Ltd., International Representative Director and Chairman, ASANUMA TATEMONO K.K.

285,253[Reason for nomination as candidate for Director]
Mr. Asanuma has been nominated as a candidate for Director for his background as set forth above and with his extensive
experience in corporate management acquired through his years as Representative Director of the Company

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1981
October 2010
April 2013
November 2014
April 2015

[Reappointment][Male]

2

Akihiro Toyota(February 15, 1959)

April 2019
June 2020

April 2024
April 2024

Joined the Company
General Manager, Marketing & Sales Division, Hiroshima Branch
Deputy Officer in charge of Osaka Main Office (in charge ofMarketing & Sales)
Deputy Officer in charge of Osaka Main Office (in charge ofMarketing & Sales), Building Construction Headquarters
Executive Officer, Deputy Officer in charge of Osaka Main Office(in charge of Marketing & Sales), Building Construction
Headquarters
Managing Officer, Officer in charge of Osaka Main Office, Deputy
Officer in charge of Building Construction Headquarters
Director, Managing Officer, Officer in charge of Osaka Main
Office, Deputy Officer in charge of Building Construction
Headquarters
Director, Senior Managing Officer, Officer in charge of Corporate
Strategy and Planning Headquarters
Director, ASANUMA TATEMONO K.K. (to present)

Number ofshares of theCompany held

6,531

[Significant concurrent positions] Director, ASANUMA TATEMONO K.K.
[Reason for nomination as candidate for Director]
Mr. Toyota has been nominated as a candidate for Director for his background as set forth above and because he has extensive
experience in overall operations and management, mainly within the corporate planning segments of the Company.

-9-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1982
October 2011
April 2012
April 2013

April 2016

April 2018
[Reappointment][Male]

3

April 2019

Masahiro Fujisawa(May 15, 1959)
June 2020

April 2021

March 2023
April 2024

Joined the Company
General Manager, Marketing & Sales Section No.3, Tokyo Main
OfficeGeneral Manager, Marketing & Sales Section No.2 and No.3,
Tokyo Main Office
Deputy Officer in charge of Tokyo Main Office (in charge of
Building Construction Marketing & Sales), Building Construction
Headquarters
Executive Officer, Deputy Officer in charge of Tokyo Main Office(in charge of Building Construction Marketing & Sales), Building
Construction Headquarters
Executive Officer, Deputy Officer in charge of Building
Construction Headquarters, General Manager, Marketing & Sales
Promotion Office, Building Construction Headquarters
Managing Officer, Officer in charge of Tokyo Main Office, Deputy
Officer in charge of Building Construction Headquarters, General
Manager, Marketing & Sales Promotion Office, Building
Construction Headquarters
Director, Managing Officer, Officer in charge of Tokyo Main
Office, Deputy Officer in charge of Building Construction
Headquarters, General Manager, Marketing & Sales Promotion
Office, Building Construction Headquarters
Director, Managing Officer,
Officer in charge of Tokyo Main Office, Deputy Officer in chargeof Building Construction Headquarters
Director, Managing Officer,
Officer in charge of Building Construction Headquarters

Number ofshares of theCompany held

5,831

Director, Senior Managing Officer,
Officer in charge of Building Construction Headquarters (topresent)[Reason for nomination as candidate for Director]
Mr. Fujisawa has been nominated as a candidate for Director for his background as set forth above and because he has extensive
experience in overall operations and management, mainly within the building construction segments of the Company.

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1982
October 2012

[New Appointment][Male]

4

Itaru Terai(March 12, 1960)

April 2015
April 2020

April 2024

Joined the Company
General Manager, Civil Marketing & Sales Division, Tokyo Main
OfficeGeneral Manager, East Japan Section, Marketing & Sales
Division, Civil Construction Headquarters
Executive Officer, Deputy Officer in charge of Civil Construction
Headquarters (in charge of East Japan), Deputy Officer in chargeof Safety, Quality and Environment Headquarters
Managing Officer, Officer in charge of Civil Construction
Headquarters (to present)

Number ofshares of theCompany held

2,936

[Reason for nomination as candidate for Director]
Mr. Terai has been nominated as a candidate for Director for his background as set forth above and because he has extensive
experience in overall operations and management, mainly within the civil construction segments of the Company.

- 10 -

No.

Past experience, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

Joined the Company
General Manager, Accounting and Finance Division
General Manager, Accounting and Finance Division, General
Manager, Corporate Communication Division
October 2018
Director, Asanuma Construction Ltd., International
April 2020
Executive Officer, Assistant General Manager in charge of
President’s Office, General Manager, Accounting and Finance
Division, General Manager, Corporate Communication Division
April 2023
Executive Officer, Assistant General Manager in charge of
President’s Office (Tokyo)
April 2024
Managing Officer, Officer in charge of Corporate Administration
Headquarters (to present)[Significant concurrent positions]
Director, Asanuma Construction Ltd., International

3,536

Name
(Date of birth)
April 1984
June 2011
April 2018
[New Appointment][Male]

5

Yoshimichi Yagi
(October 25, 1960)[Reason for nomination as candidate for Director]
Mr. Yagi has been nominated as a candidate for Director for his background as set forth above and because he has extensive
experience in overall operations and management, mainly within the administration segments of the Company.

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
February 2014

June 2019

Admitted to the bar
Joined Risolute Law OfficeCommittee Member, Special Committee on Tax Matters, Tokyo
Bar Association
Outside Director of the Company

January 2020

Joined Toranomon Daiichi Law Office

March 2023

Outside Auditor, Carseven Digifield Co., Ltd.

June 2023

Outside Director, AZ-COM MARUWA Holdings Inc.

March 2024

Outside Auditor, Trend Micro Incorporated (to present)

April 2015
[Reappointment][Outside Director][Independent
Officer][Female]6

Miwako Funamoto(July 30, 1979)

Number ofshares of theCompany held-

[Significant concurrent positions] Attorney-at-law (Toranomon Daiichi Law Office) Outside Auditor, Carseven Digifield Co., Ltd.
 Outside Director, AZ-COM MARUWA Holdings Inc.
 Outside Auditor, Trend Micro Incorporated[Reason for nomination as candidate for Outside Director and reason why the Company has determined that she is capable ofproperly performing duties as Outside Director]
Ms. Funamoto has been nominated as a candidate for Outside Director for her background as set forth above and because theCompany believes that she would be able to put forward her points of view at meetings of the Board of Directors from an
independent standpoint, even though she has no experience in being involved in company management in the past except as an
outside director or an outside corporate auditor.
[Expected roles]
The Company believes that Ms. Funamoto would be able to properly fulfill the roles expected of her in order to improve corporate
value, since she has expertise as an attorney-at-law and extensive experience in corporate legal affairs.

- 11 -

No.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1982
June 2005[Reappointment][Outside Director][Independent
Officer][Male]
Takuya Morikawa(October 7, 1959)

7

Joined KOKUYO Co., Ltd.
Director of the Board, KOKUYO Co., Ltd.
Representative Director and President, KOKUYO S&T Co., Ltd.
April 2015
Group Senior Executive Officer, KOKUYO Co., Ltd.
January 2019
Executive Vice President, Special Officer
June 2020
Outside Director of the Company
April 2021
Advisor, NETSQUARE CO., Ltd.
June 2022
Outside Director, ITOCHU ENEX CO., LTD.
March 2024
Representative Director and President, NETSQUARE CO., Ltd.
(to present)[Significant concurrent positions] Outside Director, ITOCHU ENEX CO., LTD.
 Representative Director and President, NETSQUARE CO., Ltd.

Number ofshares of theCompany held-

[Reason for nomination as candidate for Outside Director]
Mr. Morikawa has background as set forth above and has worked for one of the customers of the Company (KOKUYO Co., Ltd.).
However, the transaction value between the two companies is insignificant since the transaction value during the most recent
business year is less than 1% of consolidated net sales of both companies. Accordingly, Mr. Morikawa has been nominated as a
candidate for Outside Director because the Company believes that he would be able to put forward his points of view at meetingsof the Board of Directors from an independent standpoint.
[Expected roles]
The Company believes that Mr. Morikawa would be able to properly fulfill the roles expected of him in order to improve corporate
value, since he has extensive knowledge, expertise and experience acquired from having been involved in the management ofmajor domestic stationery and furniture makers for many years.

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1978

8

Joined the Ministry of Construction (current Ministry of Land,
Infrastructure, Transport and Tourism)
July 2008
Director-General, Kinki Regional Development Bureau, Ministryof Land, Infrastructure, Transport and Tourism
November 2010
Professor, Center for Disaster Management Informatics Research,
Ehime University[New Appointment] April 2014
Professor, College of Industrial Technology, Nihon University[Outside Director]
June 2015
Director, Japan Civil engineering Consultants Association[Independent
April 2016
Professor, College of Risk Management, Nihon University
Officer]
October
2019
Advisor, Japan Infra Waymark Corporation[Male]
April 2024
Guest Lecturer, Tokyo City University
April 2024
Representative Director, General Incorporated Association
Seiya Kinoshita
Infrastructure Management Research Center (to present)(November 19, 1953)[Significant concurrent positions] Director, Japan Civil engineering Consultants Association
 Advisor, Japan Infra Waymark Corporation
 Guest Lecturer, Tokyo City University
 Representative Director, General Incorporated Association Infrastructure Management
Research Center

Number ofshares of theCompany held-

[Reason for nomination as candidate for Outside Director and reason why the Company has determined that he is capable ofproperly performing duties as Outside Director]
Mr. Kinoshita has been nominated as a candidate for Outside Director for his background as set forth above and because theCompany believes that he would be able to put forward his points of view at meetings of the Board of Directors from an
independent standpoint, even though he has no experience in being involved in company management in the past except as an
outside director or an outside corporate auditor.
[Expected roles]
The Company believes that Mr. Kinoshita would be able to properly fulfill the roles expected of him in order to improve corporate
value, since he has extensive knowledge, expertise and experience acquired from having been involved in the construction anddisaster management fields for many years.

- 12 -

[Notes on the candidates for Directors]
1. Special interests between the candidates and the Company
There are no special interests between each of the candidates and the Company.
2. Items related to candidates for Outside Directors
Of the candidates for Directors, Ms. Miwako Funamoto, Mr. Takuya Morikawa, and Mr. Seiya Kinoshita are candidates for
Outside Directors. The Company has designated them as Independent Officers and has notified the Tokyo Stock Exchange as such.
Ms. Funamoto and Mr. Morikawa will have served as Outside Director of the Company for five years and four years, respectively
at the conclusion of this year’s Annual General Meeting of Shareholders. Mr. Kinoshita is a candidate for new appointment, andthe Company has newly notified as Independent Officer.
3. A summary of the limitation of liability agreement between the Company and candidates for Outside Directors
The Company has concluded limitation of liability agreements with Ms. Funamoto and Mr. Morikawa to limit their liability to theamount stipulated by laws and regulations so that they may fully perform their duties as Outside Directors. The Company plans tocontinue the agreements if the candidates are elected and assume the office of Outside Director. In addition, the Company plans toconclude the same content of the limitation of liability agreements with Mr. Kinoshita, the candidate for new appointment, if he iselected and assumes the office of Outside Director.
4. A summary of the indemnity agreement between the Company and candidates for Directors
The Company has concluded an agreement with each of Mr. Makoto Asanuma, Mr. Akihiro Toyota, Mr. Masahiro Fujisawa, Ms.
Funamoto, and Mr. Morikawa to stipulate that the Company indemnifies each of them for the costs stipulated in Article 430-2,
Paragraph 1, Item (i) of the Companies Act and the losses stipulated in Item (ii) of the same Paragraph to the extent stipulated bylaws and regulations. If they are elected and assume the office of Director, the agreement will continue to be in effect with each of
the persons. If Mr. Itaru Terai, Mr. Yoshimichi Yagi, and Mr. Kinoshita, candidates for new appointment, are elected and assume
the office of Director, the Company plans to conclude the same content of the indemnity agreement with each of the persons.
5. A summary of the directors and officers liability insurance contract that insures candidates for Directors
The Company has concluded a directors and officers liability insurance contract with an insurance company to insure Directors.
The insurance covers any compensation for damages and litigation costs that are to be borne by the insured in the event of claims
made against them during the insurance period for actions taken (or inaction) in the course of their duties at the Company. If eachcandidate for Director is elected and assumes the office of Director, each of them will be insured under the insurance contract. In
addition, the period of this insurance contract is one (1) year, and the Company intends to renew the insurance contract with thesame content, subject to a resolution by the Board of Directors prior to the expiration of the contract period.

- 13 -

Proposal 4:

Election of One (1) Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member Yoshiaki Nakagawa will expire at theconclusion of this year’s Annual General Meeting of Shareholders. Therefore, the Company proposes theelection of one (1) Audit & Supervisory Board Member. The Audit & Supervisory Board has previously
given its approval to this Proposal. If this Proposal is approved and adopted as originally proposed, threeout of four (i.e., the majority of) Audit & Supervisory Board Members of the Company will be
Independent Outside Audit & Supervisory Board Members.
In order to ensure the transparency and fairness of the decision-making process, the Proposal has been
determined by resolution of the Board of Directors following deliberations by the Nomination andCompensation Committee, which is composed of a majority of Independent Outside Directors andchaired by the Lead Independent Outside Director.
The candidate is as follows:
Name(Date of birth)

Past experience and positions

Number ofshares of theCompany held

April 1976
April 1990
January 2001
April 2007
[Reappointment][Outside Audit &Supervisory Board
Member][Independent Officer][Male]
Yoshiaki Nakagawa(February 14, 1954)

Joined Matsushita Electric Industrial Co., Ltd.
Director, CFO, Matsushita Radio Singapore Pte. Ltd.
Chief Accountant, China Hualu Panasonic AVC Networks Co., LTD.
General Manager, Corporate Accounting Group, Head Office,Panasonic Corporation
April 2009
Executive Officer
April 2011
Managing Director
April 2014
President, Member of the Board, SANYO Electric Co., Ltd.
April 2018
Special Advisor, Hardlock Industry Co., Ltd.
June 2020
Outside Audit & Supervisory Board Member of the Company
June 2021
Outside Audit & Supervisory Board Member, SOHGO SECURITYSERVICES CO., LTD.
June 2022
Auditor, K. MATSUSHITA FOUNDATION (to present)[Significant concurrent positions] Special Advisor, Hardlock Industry Co., Ltd.
 Auditor, K. MATSUSHITA FOUNDATION
 Outside Audit & Supervisory Board Member, SOHGO SECURITY SERVICES CO., LTD.

-

[Reason for nomination as candidate for Outside Audit & Supervisory Board Member]
Mr. Nakagawa has been nominated as a candidate for Outside Audit & Supervisory Board Member because the Company believes that
his background as set forth above and his extensive knowledge, expertise and experience acquired from having been involved inmanagement of major electrical equipment makers for many years would be well suited for Outside Audit & Supervisory Board Member.
Mr. Nakagawa has worked for one of the customers (Panasonic Corporation and SOHGO SECURITY SERVICES CO., LTD.) of theCompany. However, the transaction value between both companies is insignificant since the transaction value during the most recent
business year is less than 1% of consolidated net sales of both companies. Accordingly, the Company has determined that Mr. Nakagawa
is independent.
Notes:

1. There are no special interests between the Company and Mr. Nakagawa.
2. Mr. Nakagawa is a candidate for Outside Audit & Supervisory Board Member. The Company has designated him as an
Independent Officer and has notified the Tokyo Stock Exchange as such. Mr. Nakagawa will have served as Outside
Audit & Supervisory Board Member of the Company for four years at the conclusion of this year’s Annual General
Meeting of Shareholders.
3. The Company has concluded limitation of liability agreements with Mr. Nakagawa to limit his liability to the amountstipulated by laws and regulations so that he may fully perform his duties as Outside Audit & Supervisory Board
Member. The Company plans to continue the agreements if he is elected and assumes the office of Outside Audit &Supervisory Board Member.
4. The Company has concluded an agreement with Mr. Nakagawa to stipulate that the Company indemnifies him for thecosts stipulated in Article 430-2, Paragraph 1, Item (i) of the Companies Act and the losses stipulated in Item (ii) of thesame Paragraph to the extent stipulated by laws and regulations. If he is elected and assumes the office of Audit &Supervisory Board Member, the agreement will continue to be in effect with him.
5. The Company has concluded a directors and officers liability insurance contract with an insurance company to insure
Audit & Supervisory Board Members. The insurance covers any compensation for damages and litigation costs that are
to be borne by the insured in the event of claims made against them during the insurance period for actions taken (orinaction) in the course of their duties at the Company. If Mr. Nakagawa is elected and assumes the office of Audit &Supervisory Board Member, he will be insured under the insurance contract. In addition, the period of this insurance- 14 -

contract is one (1) year, and the Company intends to renew the insurance contract with the same content, subject to a
resolution by the Board of Directors prior to the expiration of the contract period.

- 15 -

(Reference)
If this Proposal is approved as originally proposed, the composition of the Audit & Supervisory Board will be
as follows:

Name

Positions at the Company

Attendanceat Board of
Directors’
meetings

Yuichi
SasakiFull-time Audit &Supervisory Board
Member17 out of 17

YoshiakiNakagawa

Audit & Supervisory
Board Member

Attendance at
Audit &
Supervisory
Board
meetings
14 out of 14

15 out of 17

13 out of 14

Years served as
Audit &
Supervisory
Board Member

Attributes

Incumbent

5

Male
Reappointment
Outside Audit &Supervisory Board
Member4

Independent Officer
Male

TomokoKimuraAudit & Supervisory
Board Member

17 out of 17

14 out of 14

Incumbent
Outside Audit &Supervisory Board
Member3

Independent Officer
FemaleHiroshiDaikuya

Audit & Supervisory
Board Member

16 out of 17

12 out of 14

Incumbent
Outside Audit &Supervisory Board
Member2

Independent Officer
MaleAreas where each Audit & Supervisory Board Member is expected to have expertise (skills matrix)

Name

Yuichi

Corporate
Management,
Management
Strategy

Finance,
Accounting,
Capital
PolicyLegal
Affairs,
Compliance,
Risk
Management

Sustainability●

Personnel
Affairs,
Human
Resources

Building
Construction
Business

Civil
Construction
Business

Overseas
Operations

Technology,
IT

Sasaki
Yoshiaki●●●●Nakagawa
Tomoko●KimuraHiroshi●●●DaikuyaNote: When determining the composition of the Audit & Supervisory Board, the Company appropriately combines the skills,
etc. of Audit & Supervisory Board Members according to the management environment, business characteristics, andother factors. The skills matrix above presents a summary of the knowledge, experience, capabilities, and othercharacteristics of Audit & Supervisory Board Members, based on each Audit & Supervisory Board Member’s
identification of the skills, etc. that they should possess, taking into consideration the Company’s business strategies.

●

End of document- 16 -

Consolidated Financial Statements
Consolidated Balance Sheet(As of March 31, 2024)(Millions of Yen)
Description
ASSETS
Current assets
Cash and deposits
Notes receivable, accounts receivablefrom completed construction
contracts and other
Costs on construction contracts inprogress
Other inventories
Accounts receivable - other
Other
Allowance for doubtful accounts

Amount83,229Description
LIABILITIESCurrent liabilities

13,031

Accounts payable for construction
contracts
Short-term borrowings
Current portion of long-termborrowings
Current portion of bonds payable
Accounts payable - other
Income taxes payable
Advances received on construction
contracts in progress
Suspense receipt of consumption taxes
Provision for warranties for completed
construction
Provision for loss on construction contracts

64,777
1,476
70
3,119
860
(105)

Other

Amount45,181
17,605

6,460
4,626
1,040
246
2,390
4,197
4,342
614
319
3,339

Non-current assets

18,022

Property, plant and equipment

4,874

Bonds payable

Buildings and structures

2,873

Long-term borrowings

2,258

Land

1,461

Deferred tax liabilities

211

Other

539

Intangible assets

Non-current liabilities

Retirement benefit liability

2,975

Other

7,363
600

4,168
126

Software374

Software in progress

435

NET ASSETS

Goodwill

974

Shareholders’ equity

44,251

1,141

Share capital

9,614

48

Capital surplus

2,202
32,499Customer-related intangible assets
Other

Total liabilities

Investments and other assets

10,172Retained earnings

Investment securities

6,513

Treasury shares

Retirement benefit asset
Deferred tax assets
Other

1,839
638
1,697

Allowance for doubtful accounts(515)

Total assets

Accumulated other comprehensive income
Valuation difference on
available-for-sale securities
Foreign currency translation
adjustment
Remeasurements of defined benefit
plans
Non-controlling interests

101,251- 17 -

52,545

(64)
3,371
2,398
846
126
1,083

Total net assets

48,705

Total liabilities and net assets

101,251

Consolidated Statement of Income(April 1, 2023 - March 31, 2024)(Millions of Yen)
Description

AmountNet sales
Net sales of completed construction contracts
Sales in other businesses
Cost of sales
Cost of sales of completed construction contracts
Cost of sales in other businesses
Gross profit
Gross profit on completed construction contracts
Gross profit - other businessSelling, general and administrative expenses
Operating profit
Non-operating income
Interest and dividend income
Foreign exchange gains
Share of profit of entities accounted for using
equity method
Subsidy income
Late payment fees
Other
Non-operating expenses
Interest expenses
Guarantee commission
Commission expenses
Provision of allowance for doubtful accounts
Other
Ordinary profit
Extraordinary income
Gain on sale of non-current assets
Other
Extraordinary losses
Loss on sale of non-current assets
Loss on retirement of non-current assets
Loss on valuation of investment securities
Loss on valuation of membership
Impairment losses
Profit before income taxes
Income taxes-current
Income taxes-deferred
ProfitProfit attributable to non-controlling interests
Profit attributable to owners of parent- 18 -

149,415
3,261

152,676

136,254
2,273

138,527

13,161988

14,14910,091
4,057

185
207
3
10
75
148
131
38
107
90
14

2,819
0
4
2
15
6
84
2,404
(399)

631

382
4,306

2,819

113
7,012
2,004
5,007
336
4,670