Chapter 1

Value Creation Story
Value Creation Story

Social Challenges
Surrounding Japan’s Infrastructure

Total population decline frompeak period
in 2050

Approx.

23.39 million people

Peak (2008): 128.08 million people
2050: 104.69 million people

19.8%

Worst

2nd

(37th out of 38 countries)
Self-sufficiency rate: 11.3%

Safe towns and easy livingin 2021in 2021

9.7％

7.7%

–

+

FY2021: 12.2%
FY1980: 19.9%

2021: 30.7％
2001: 21.0％

until 2048
Approx. ¥12.3 trillion

Average temperature risein 2027 compared to pre-industrial
revolution

1.5°C

+

Percentage of port quay wallsthat are 50 years old or older
Approx.

66%

by 2040

Approx.

53%

Percentage of sewer pipesthat are 50 years old or older
by 2040

Approx.

35%[Source] White Paper on Land, Infrastructure, Transport and Tourism
in Japan, 2022

What solutions are there
to the various social challenges faced by Japan?

(1 hour precipitation of 50 mm or more)

Approx.

1.8 times

in 2018883 municipalities

13.6%

8,489,000 vacant homes[Source] “Results of the National Municipal Questionnaire on ‘Food Access Problems’”by Ministry of Agriculture, Forestry and Fisheries; 2018 Housing and Land Survey by
Statistics Bureau of Japan

Shortage of workers

Diversity

Reduced number of engineersfrom the peak period

Percentage of construction
workers aged 55 and over1.59 million people

Aging rate of workers

in 2022

Peak (FY1997): 4.64 million people

in 202236%[Source] Digital Construction Hand Book by Japan Federation of Construction Contractors

CLICK!

Vacant home rate

in 2022

CLICK!

Ratio of female workers inconstruction compared to theentire industry
in 2022

Approx.

1/3Compared to 45.0% in the entire industry,
construction is 17.7%(of that, skilled workers are 2.5%)

Ratio of females in managerial
position in the constructionindustryin 2022

6.4%[Source] Digital Construction Hand Book by Japan Federation of Construction Contractors;
Survey of corporate attitudes towards promotion of women (2022) by Teikoku Databank

Corporate Databy 2040

Percentage of tunnels that are
50 years old or older

in 2013–2022 compared to
1976–1985

Municipalities that requiremeasures for people whohave trouble going shopping[Source] “Global temperatures set to reach new records in next five years” by World
Meteorological Organization; “Changes to Date in Extreme Meteorological Phenomena
Such as Heavy Rainfall and Intense Heatwaves” by Japan Meteorological Agency

Aging infrastructure
Percentage of road bridges
that are 50 years old or older

Frequency of heavy rainfall
per year

Sustainability

800 trillion

Maintenance and renewal
expenses incurred throughbreakdown maintenance

Growth Strategy

Abnormal weather[Source] Digital Construction Hand Book by the Japan Federation of Construction Contractors; “Estimated Future Maintenance and Repair Costs of Social Capital under the Jurisdictionof the Ministry of Land, Infrastructure, Transport and Tourism” by Ministry of Land, Infrastructure, Transport and Tourism; “Social Capital Stock Estimation Data” by Cabinet Office3

in FY2020

Insufficient financial resourcesin 201975%

896 municipalities

RE50-based renewable energy
usage rate in FY2030

Energy self-sufficiency amongthe 38 countries of the OECDmember countries

Current Status of Japan’s Infrastructure

Japan’s infrastructure stock

Approx.

by FY2040

Targets set by the Japanese
government in FY2020[Source] Japan’s Energy 2022 Edition “10 Questions for Understanding the Current
Energy Situation” by Agency for Natural Resources and Energy of Ministry of
Economy, Trade and Industry

Maintenance and repair work
ratio in construction investments

by 2040

Number of cities that arefeared to disappear

EnergyBusiness Models

Declining birthrate and aging
population and regional challenges[Source] Related data of the National Land Formation Plan (nationwide plan) by Ministryof Land, Infrastructure, Transport and Tourism; “Future National Land Transport Strategies
Geared to ‘The Age of Disappearing Regions,’” a theme of the Study Session for Policy
Issues held by Policy Research Institute for Land, Infrastructure, Transport and Tourism

Construction investment ratio
in gross domestic expenditures

Approx. ¥Top Message

Japan is at a crucial juncture, facing a formidable challenge in the form of multiple
critical situations that are—with increasing urgency—threatening sustainability
on both a national and local level. These situations include an unprecedented
rate of population decline; an accelerated pace of the declining birthrate andthe aging population; a heightening risk of large-scale disasters; rapidly aging
infrastructure; climate change impacts; and damage to biodiversity.
Of particular note, many rural and regional areas are suffering from ongoing
population decline and outflow, especially among young people, which is having
an immeasurable impact on people’s lives. Other problems are related to structuraltransformations that are occurring in regional communities, such as weakening
and declining public services, the decay of local industries, depopulation of
hilly and mountainous areas, and the hollowing-out of urban centers, inaddition to the deterioration of land previously hailed for its beauty andrich natural environment. These issues in combination pose the risk ofcreating a vicious cycle of community erosion, and the problem is only
getting worse.

* Some of the data was calculated by INFRONEER based on source data.

For details of activities conductedby INFRONEER Holdings, please turn the page.

4

Chapter 1 Value Creation Story

MissionOur mission

Value Added Considered by INFRONEERWe challenge the status quo of existing infrastructure businesses and deliver the most suitable services globally with innovative ideas.
Input

Social Background P. 3

Six Business Foundations to Support Growth

P. 29

Number of employees:

Offensive and defensive financial
management

38.1%(Manufacturing capital)

Infrastructure reaching 50
years of age (aging)

Collaboration with andsupport for business
partners

Number of domestic and international bases:

314 (Total for business companies)

Business portfolio
management

Collaborating companies, alliances,
customers

InfrastructureManagement
Business

Recycling of
capitalP. 23

Reinvestments,
secondary market
creation

718 (Group total)

Treating the Earth as a valuablestakeholder

P. 30

Strengthening business foundation

MachineryBusiness

Value-creating human resources andmutual respect

Strengthening governance

Dividends for the Earth:

2% of consolidated profit

Sources of value creation

100 billion or more¥

Developing strong and effective governance P. 11

12% or more

Profit¥70 billion or more

Returns to remunerationaccording toperformance¥

30 billion or more

Social values (FY2030 targets)
Results on P. 61

Promotion of humanresources strategy P. 55

Greenhouse gases
Scopes 1 and 2

40% reduction(Net zero emissions by FY2050)

Renewable energy ratio
Scope 2

INFRONEER Vision 2030 (Medium- to Long-term Business Plan) P. 37

Building a society that is conscious ofprotecting our environment

30% or more

Operating profit

ROE

Number of companies incooperating company associations:

Materiality

Natural capital

Challenge
the status quo

1.2 trillion or more

RelatedBusinesses

RE60

Greenhouse gases
Scope 340% reduction

Number of major
accidents

0

Female employment rate

Increase from previous
fiscal year
Outside director ratio

50% or more=Σ (Total labor expenses + R&D expenses + Operating profit + Depreciation expenses)
Initiatives to improve expectations for future value creation“INF value added productivity” = INF value added amount / Total number of employees
Initiatives to increase the speed and acceleration of value creation

Distribution of added value for sustained growth
Investments in human resources
Growth investments (DX, R&D, M&A, etc.)
Permanent investments (optimal utilization of assets, etc.)
Business partners (strengthening relationships with partner companies, etc.)
Shareholders and markets (shareholder return)Reserves for the future (internal reserves)

Maximized added value cycle

INFRONEER aims to be proactive in terms of its remuneration systems, with executive remuneration designed
in such a way that the variable portion exceeds the fixed portion. For variable remuneration, single-year profit
attributable to owners of parent is set as the KPI for the annual incentive, and a non-payment provision is included
to create a link with INF value-added productivity. For medium- to long-term incentives, the value-added amountis set as a KPI. By incorporating INF added value into executive remuneration systems as an overall KPI, we aim
to incentivize efforts to improve corporate value from a medium- to long-term perspective. Going forward, we
will consider a plan to adopt non-financial indicators as KPIs for bonus payments.
Representative executive
officer and president

5

6

Other directors (excluding outside
directors) and executive officers[Fixed remuneration]

100%

60%

7

Base remuneration

16~27%

40%

INFRONEER^ (INFRONEER Caret) P. 1

(action guidelines)

In order to maximize the amountavailable for distribution, including
for growth investment and shareholder return, it is essential to firstmaximize added value, the sourceof the distributed funds.
We work on the maximization ofadded value and portfolio optimization and enhancement, with an eye
to improving ROIC, reducing capitalcosts, and expanding the market
capitalization value.

Incorporating overall KPIs into executive remuneration systems

60%

Common Group guidepost

Initiatives to improve value accumulation for the future

50~55%
50~55%

100%[Variable remuneration]
Annual incentives
Medium- to long-term incentives

Corporate Data

Collapse of a safe, secureand comfortable living
foundation(Social and relationship capital)

INFRONEER bases and regional
network that realize comprehensive
responses“Construction”
×“De-construction”
P. 21

Partnership,
financing capabilities

Net sales

Dividend payout ratio

Value added considered by INFRONEER: INF value added amount

Sustainability

Deceleration in
infrastructure maintenanceand renewal

Long-term
partnerships

Utilizing regional
networks of businesscompanies to createsynergy throughout theGroup

Road Civil
Engineering
Business

Overall KPIs

Economic values (FY2030 targets)
Results on P. 59¥

Accelerating DX strategy
P. 43

Business model tochallenge the status quo(Plan: ¥147.0 billion)

Growth Strategy

Domestic andinternational
bases

Know-how cultivated over 100 yearsof history

Know-how,
CSV thinking

Building
Construction
Business151.2 billion (FY2022 result)Business Models

Equity ratio:

Comprehensive
system×
Area expansion
P. 22

Competitive
advantage P. 24¥

The value we
promiseWell-balanced distribution

Insufficient public funds(Intellectual capital)

Strengthening value chain

INF value added amount

Civil
Engineering
Business

Added value

Increased social security
costs

Businessknow-how

Building a society that is proactively
conscious of the environment

7,421 (Group consolidated)

Holdings structure
Reduced tax revenue

Creating a safe, secure and more
comfortable society

Value

Top Message

Solving social issues through our infrastructureservices business

P. 8

A world where there's no limit to what can be asked of
and what can be delivered by infrastructure services.

Financial
capitalOutcomeOverall KPIs

Human resources who can create
value with passion

Our vision for
the future

Safety, security, and sustainability
for our society and local communities

Low economic growth

Human capital

OutputP. 31
Materiality

Declining birthrate andaging population
Decrease in working
population

Business Model

The INFRONEER Group is working to maximize added value, which it defines in the INFRONEER Vision 2030
(Medium- to Long-term Business Plan). In comparison with Discounted Cash Flow (DCF) and other valuation
methods used to determine corporate value in the market, INFRONEER’s method views corporate value ascomprising not only the market capitalization value but also the value distributed to our business base andall stakeholders. To become an integrated infrastructure service company, we believe it is essential to build aframework that encourages all our stakeholders, including society at large, the company, and our employees
and shareholders, to move toward a common goal. Such a framework must also enable various corporate activities
related to social contribution, financial performance, employee remuneration, shareholder return, and others tolink together and make progress together, rather than leaving each to advance independently.
In line with this theory, we quantify and define certain portions of corporate value as “INF value added amount” and“INF value added productivity,” which are positioned as overall KPIs and included in the list of management indicators.

VisionValue Creation Story

Value Creation Process

Shares with restricted transfers

8Chapter 1 Value Creation Story

Promoting ESG Strategies for
Creating Sustainable Value

Sustainability Policies

Sustainability Committee

Becoming an integrated infrastructure service company

Addressing ESG issues through businesses

Ensuring the safety andquality of structures andproducts

Promoting the construction
methods, etc., that
contribute to improving thefunctionality and comfortof buildings

INFRONEER’s Sustainability Committee has the objective of steering the company’ssustainable development in response to risks and opportunities as well as social
issues that may affect our corporate value over the medium to long term. Conclusions
reached by the Committee are then reflected in the Group’s management plans. The
Committee is chaired by INFRONEER Holding’s Representative Executive Officer andPresident, with other seats filled by executive officers of the company and officers
in charge of CSR and the environment at each business company. The Committee
meets semi-annually in principle and met twice in FY2022. Its activities are subject tothe supervision of the Board of Directors, which receives an activity report from theCommittee on a regular basis.

Sustainability Committee meeting

The Committee’s primary agenda is as follows:

Promoting disasterprevention and mitigation

Generation of electricity
using renewable energy
and construction andoperation of power
generation
facilities

Environment

P. 50 and 52

Promoting the construction
methods, etc., that savelabor and contributeto efficiency on theconstruction site

SocietyP. 49

Climate change
Water security
Pollution control

Biodiversity
Resource recycling
Dividends for the Earth

Other initiatives

Business activities in considerationof human rights
Co-creation with partners
Human resources strategy forvalue creation
P. 53

Human rights, labor

Communities

Health and safety

Human resources strategy

9

P. 45

Risk management

In April 2022, the company signed the United Nations Global Compact (UNGC) and was registered as a corporate participant in
the international initiative. In conjunction with this, we joined the Global Compact Network Japan, a group of Japanese UNGC
participants.
Going forward, we will expand our sustainability activities to the entire INFRONEER Group and adopt a global perspective to
respond to the requirements and expectations of various international stakeholders. At the same time, we will remain committed
to socially responsible management and building a sustainable society.

Collaboration with an external organization

Expectations for Industry-Government-Academia
Collaboration Aimed at Achieving a Sustainable Society
Kyushu University’s Urban Institute, an active promoter of joint research projects with various corporations, engages in tripartite sustainability research activities involving industry, government, andacademia and is working on developments and implementations for real-life purposes in society.
aiESG, Inc., a startup originating from Kyushu University, performs retrospective ESG evaluation
analyses of product and service supply chains in a joint research project with Harvard University,with INFRONEER’s infrastructure business included among the subjects. The major targets ofanalysis are the efficiency of infrastructure management; health and safety promotion; and economic value to local communities. We look forward to watching INFRONEER advance its ESG initiatives across the entire value chain, aiming for the sustainable development of regional communities.

Shunsuke Managi
Distinguished Professor andDirector of the Urban Institute,
Kyushu University
Lead author for the United
Nation’s Inclusive Wealth Report
Representative director ofaiESG, Inc.

Corporate Data

Transparency of taxes

Approach to ESG initiatives to build business foundations(3) Stakeholder engagement as a complementary step to the measures (1) and (2) above

Signing the UN Global Compact

Develop strong and effective governanceCompliance(2) Selection of climate change scenarios and formulation of a transition plan in line with the TCFD guidance (equipment/
development investment)

P. 54

GovernanceCorporate governance(1) Formulation and revision of sustainability- and ESG-related policies and goals

Sustainability

Build a society that is
conscious of protecting ourenvironment

Strengthening collaboration
with partner companies
Strengthening supply
capacities and improving
productivity

Growth Strategy

Improving public benefit
for local communities
Preferential procurementin the region

Promoting theconstruction methods,
etc., that reduce
environmental impact

Business Models

Expanding our
infrastructure
management business

Top Message

Safety, security, and sustainability of our society and local communities

Value

Value Creation Story

INFRONEER pursues ESG strategies to build an essential foundation for becoming an integrated infrastructure service company. We are committed to achieving safety, security, and sustainability in our society andlocal communities, which constitutes the value we promise, in pursuit of this aim. This means that ourbusiness activities are designed to be conducive to achieving sustainability and creating sustainable value.

INFRONEER envisions becoming an integrated infrastructure service company that will contribute to society by working to solve
social issues surrounding infrastructure services, grow its businesses, improve its corporate value, provide quality infrastructureservices, and improve its social value.
Society is facing a number of issues. Among them, those related to the environment (E) and society (S) are often linked together
and should indeed be addressed in unison. Recognizing this, our Group will address issues in these two areas comprehensively
within the scope of its business activities. To ensure that such activities are carried out effectively and meet the envisioned purposeof becoming an integrated infrastructure service company, we are establishing strong governance (G) based on high standards andan appropriate risk management framework. In other words, we believe our aim of becoming an integrated infrastructure service
company through business activities (meaning addressing ESG issues) will lead to achieving sustainability.

10Chapter 1 Value Creation Story

For details on governance, see page 45.

Messages from Outside Directors

Roles and Expertise Items Expected of Outside Directors
Company management / M&A

Business strategy / Industry insights

Internal control / Risk management

Human resource training / Development / Labor management

Financial / Accounting

Global / Overseas business management

IT / DX

Sales / Marketing
Engineering / R&D / Quality / Safety

Internal control

Overseas

I empathize with President Kibe’s strong commitment tobecoming a global “integrated infrastructure service company” and to changing business domains by promoting the“de-construction” business. This is why I accepted the offer
to assume the position of outside director.
I think the primary reason for my appointment is my career as a researcher in the field of corporate innovation. My
basic theory about innovation is that it should not be an end
unto itself but rather a means of generating added value.
In the case of INFRONEER, business innovations should be
pursued by promoting concessions, alliances, M&As, andother partnerships for the purpose of carrying out plans forestablishing a solid position in the highly competitive global
infrastructure business.
In Japan, the national population will continue to shrink. To
grow sustainably despite this, the company needs to consider advancing to Africa and other regions with strong growthpotential while also moving into maintenance and management. As an option for investing in human capital, the company should examine the possibility of creating systems totake on students from overseas and give them construction
and civil engineering techniques and know-how developed inJapan, with an eye to forming future partnerships for global
business expansion through networks with such students
after they return to their home countries.
I also offered advice when formulating INFRONEER Caret, a set of common values and action guidelines intended
to instill a sense of unity across the entire workforce of theGroup with an eye to future growth. I will commit to helping
the company build capabilities to offer high added value tostakeholders through promoting innovation and human resources exchange.

IT / DX

ESG

Company management

Sales

Internal control

Human resources / Labor management

I come from the manufacturing sector and have no experience in the construction business, but I have been engaged
for many years in global business management in Asia. In
Japan, I experienced hardships due to the challenging management environment. My principal role at INFRONEER isto get an overview of the business environment to identify
essential issues and offer advice based on my expertise.
In order to enter the global arena as an integrated infrastructure services provider, the company must first becomea leader in the domestic market. I will strive to provide appropriate advice on the management resources—human andotherwise—the company will need to become a market leader, with the aim of contributing to the continued improvement of corporate value. Regarding overseas expansion, it is
crucial to offer well-considered opinions about plans to enter
highly competitive overseas markets. I recognize this as myfirst and foremost role as an outside director.
My thinking in regard to the essential nature of business

Overseas

IT / DX

ESG

management goes as follows: manage business in a down-toearth manner by ensuring compliance, maintaining transparency, communicating with stakeholders, and assuming accountability while making management decisions in a timely
manner to achieve sustained growth. This holds true for allindustries and business categories.
With the objective of creating a new business model asJapan’s first integrated infrastructure service company andestablishing these types of businesses as its growth engine,the company has adopted the structure of a company witha nominating committee, marking a first in the constructionindustry, and has ambitiously built strong governance systems. I will make every possible effort to essentially advancethese robust systems and ensure they will not be reduced toa mere formality.

Corporate Data

shared among the board members. This will facilitate transparency of governance and information sharing among thedirectors. It will also provide opportunities to seek out new
business plans with a good rationale for future development,
while putting the brakes on risky plans as necessary. Identifying and supporting good plans is one of the important
responsibilities of outside directors.
Ahead of starting the voluntary application of IFRS fromthe FY2023 year-end reporting, we will create an opportunity
for directors and Audit Committee members to increase theirunderstanding of the standards. The Board of Directors has amultiplicity of urgent tasks to tackle, including enhancing cybersecurity measures for ensuring information confidentiality
and preventing data breaches. I will strive to fulfill the commitment of improved governance and increased effectivenessof the Board of Directors while supporting the implementationof growth strategies for becoming an integrated infrastructureservice company and improving corporate value.

Koichi Moriya

Chairperson of the Nominating Committee / Compensation Committee Member / Audit Committee Member

Sustainability

I had worked for a financial institution for about 30 years andengaged in the management of several corporations in Japanand other countries when I was invited to serve on the boardof INFRONEER Holdings at its establishment. I was then appointed to chair the Board of Directors and Audit Committee
meetings. One of the most important functions of the Board of
Directors of the company with a nominating committee is toperform rigorous monitoring. To this end, I believe, it is essential to upgrade internal control systems and effectively monitor the execution of duties by directors and executive officers.
For strengthening internal control systems, in order to do
more than simply apply existing rules to enable audits to be
performed in a way better suited to the company’s situation,
we have revised the scope of business companies subject to
the J-SOX audit, which provides a basis for judgment criteria.
Regarding the effective monitoring of the status of executive
officers in executing their duties, we have set up rules to allow all minutes of Board of Executive Officers meetings to be

11

ESG

Growth Strategy

Chairperson of the Board of Directors / Chairperson of the Audit Committee / Nominating Committee Member
Financial / Accounting

Overseas

Bring an Outside Perspective toSupport the Building of a SolidManagement Foundation

Keiichiro Hashimoto
Business strategy

Human resources / Labor management

ESG / Sustainability

Ensure Transparency of Governanceand Contribute to Improved
Effectiveness of the Board

Company management

Business strategy

Business Models

The chairperson for each of the Nominating Committee, Compensation Committee, and Audit Committee as well as for the Boardof Directors is elected from among outside directors. The following are comments made by the current five outside directors on
activities promoted in FY2022 with the objective of becoming Japan’s first integrated infrastructure service company and improving
corporate value. They also share their views on their roles in invigorating board meeting discussions and describe key points forthe discussion of future agenda items.

Seiichiro YonekuraNominating Committee Member / Compensation Committee Member / Audit Committee Member

Top Message

INFRONEER, which aims to become an integrated infrastructure service company, considers it essential to build
a strong governance system that emphasizes the monitoring function to supervise the execution of duties. The
company thus adopts the form of a company with a nominating committee, the majority of which consists ofoutside directors. The aim is to raise the quality of governance by incorporating external viewpoints in addition
to those of internal directors in making investment decisions and management assessment. Also, the Board of
Directors is selected to achieve a good overall balance of knowledge, experience, and abilities required to fulfill
their roles and responsibilities effectively. It is structured in a way that balances an appropriate size with diversity
in terms of gender, internationalism, career history, age, and other background factors.

Facilitate Added Value Creation
through Promoting Innovation and
Human Resources Exchange

Value Creation Story

Developing Strong and Effective Governance

12Chapter 1 Value Creation Story

Directors
Value Creation Story

Promote Diversity as a Source of
Future Competitiveness
Rie Murayama

Nominating Committee Member / Compensation Committee Member
Business strategy

Financial / Accounting

Sales

Overseas

Director/Executive Officer

Director (Outside)

Masaaki Shioiri

Director (Outside)

Koichi Moriya
Chairperson of the Nominating Committee

Director

Yasuhiko Imaizumi

Representative Executive Officer,
President and CEO

Director (Outside)

Director (Outside)

Chairperson of the Board of Directors andChairperson of the Audit Committee

Chairperson of the Compensationcommittee

Keiichiro Hashimoto

Seiichiro Yonekura

Chairman of the Company

Kazunari Kibe

Atsushi Takagi

Director (Outside)

Soji Maeda

Rie Murayama

For director profiles, visit our website at: https://www.infroneer.com/en/company/outline.html

Skill Matrix
Expected roles and expertise items
Name
Position in the company

Atsushi Takagi

Chairperson of the Compensation Committee / Nominating Committee Member / Audit Committee Member
Business strategy

Financial / Accounting

Internal control

Overseas

Soji Maeda

Chairman of the Company
Compensation Committee Member

Businessstrategy
Industry insights

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Financial
Accounting

Sales
MarketingInternal control
Risk
management

Engineering
R&D
Quality / Safety

GlobalOverseasbusinessmanagement

IT
DX

●

●

ESG
Sustainability

Kazunari Kibe

Director
Representative Executive Officer, President and CEO
Nominating Committee Member
Compensation Committee Member

●

●

●

●

●

●

Yasuhiko Imaizumi

Director
Nominating Committee Member
Compensation Committee Member

Growth Strategy

Make Use of Analytical Expertise toContribute to Increasing Market
Capitalization

Human resource
training
Development
Labor
management

Company
management
M&A

Business Models

in slower personnel recruitment activities and undermine thecompany’s international competitiveness. I will continue toadvocate for the importance of diversity as a component ofefforts to support the implementation of growth strategies.
I’d like to see the company become the first choice of
stakeholders. To this end, it is essential to prepare a powerful
equity story to facilitate stakeholder communication andconvey the company’s comprehensive capabilities, its primary
competitive advantage. I will endeavor to support management by contributing my perspective as a former analyst andexercise my capabilities developed over many years spentengaging in capital markets to facilitate the transformation of
the company.

Top Message

I have worked for foreign securities firms and built a career
as an analyst in the field of construction and residential realestate. I have also drawn on this experience to serve as an
outside director of a number of companies. I received an invitation to become an outside director of the company fromPresident Kibe when MAEDA CORP. was making a takeoverbid for MAEDA ROAD CONSTRUCTION CO., Ltd. I was deeply
impressed by the company’s ambitious approach to “de-construction” and therefore decided to accept the offer.
For the company to achieve its aim of becoming Japan’s
first integrated infrastructure service company, one of themost urgent issues to address is diversity. In the past year,
I worked on launching a diversity network across businesscompanies, and participated in formulating the Diversity, Equity & Inclusion Policy, a tool to foster a culture of embracing
diversity throughout the Group. Lack of diversity may result●

Masaaki Shioiri

Keiichiro Hashimoto

Outside Director
Chairperson of the Board of Directors
Chairperson of the Audit Committee
Nominating Committee Member

●

●

●

Seiichiro Yonekura

Outside Director
Nominating Committee Member
Compensation Committee Member
Audit Committee Member

●

●

●

●

●

●

Koichi Moriya

Outside Director
Chairperson of the Nominating Committee
Compensation Committee Member
Audit Committee Member

●

●

●

Rie Murayama

Outside Director
Nominating Committee Member
Compensation Committee Member

●

●

●

●

●

●

Atsushi Takagi

Outside Director
Chairperson of the Compensation committee
Nominating Committee Member
Audit Committee Member

●

●

●

●

Corporate Data

13

to share price performance—saying it is a matter for market
participants rather than a matter for business operators—andfocus only on business operations. Businesses should instead
consider taking a proactive approach to stock price data,
studying it for the purpose of increasing their performance.
I believe such attitudes will give employees, customers, andsuppliers alike more confidence in the company.
The company’s slogan of “challenge the status quo” represents its commitment to challenge the existing infrastructurebusiness model. I will fulfill my role in supporting the company
to advance toward becoming Japan’s first integrated infrastructure service company by offering rigorous evaluations
and recommendations regarding not only business management but also governance, remuneration, and nomination of
successors. To do this, I will draw on my experience related tothe construction industry without being a slave to convention,
and will obtain insights from capital markets as a representative of minority shareholders.

Sustainability

I worked as an analyst at several securities firms, observing
the construction industry for over 20 years from the early
1990s. Back then, it was considered that MAEDA CORP.
suffered from a low market valuation (PBR and PER) and its
shares had low liquidity (share price x volume traded). Thisissue is likely to be effectively addressed by the transition toa holding company system. The shift will help the company
improve its corporate value in the way that President Kibe
expects, namely, by bringing it a higher valuation, resulting in
an increased market capitalization.
Having moved to the holding company system, the company is more able to promote the Group’s overall businessstrategies from a medium- to long-term perspective. Under
the new corporate system, the three business companies arecapitalizing on their long-established strengths to develop
the concession business, a growth segment, and increasing
equity spread by promoting the “de-construction” business. It
is important to break away from the conventional attitude ofmany Japanese business managers, who pay scant attention

Director
Executive Officer
Nominating Committee Member

Note: The above list does not represent the complete expertise of each officer.

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