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 1949)
June 3, 2024
(Date of commencement of measures for electronic provision: May 28, 2024)
To Shareholders with Voting Rights:
Makoto Tani
President
Sumitomo Densetsu Co., Ltd.
2-1-4 Awaza, Nishi-ku, Osaka

NOTICE OF THE 99TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to notify the 99th Annual General Meeting of Shareholders of Sumitomo Densetsu Co., Ltd.
(the “Company”) will be held for the purposes as described below.
The Company shall, when convening this General Meeting of Shareholders, provide information containedin the Reference Documents for the General Meeting of Shareholders, etc. electronically (“Items to Be Provided
Electronically”), and the Items to Be Provided Electronically are posted on the Company website. Please accessto the Company website below to review the information.
Company website: https://www.sem.co.jp/english/ir/holder/
Also, the Items to Be Provided Electronically are posted on the Tokyo Stock Exchange (TSE) website inaddition to the Company website. If you are unable to view the Items to Be Provided Electronically on the
Company website, you are kindly requested to access to the TSE website (Listed Company Search) below, andthen enter the Issue name (the Company’s name) or Stock Exchange Code and click “Search”, then select “Basic
information” and “Documents for public inspection/PR information” and review the information.
TSE website (Listed Company Search service):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
You can exercise your voting rights either via the Internet or in writing as alternative methods to attending
the meeting in person. If you wish to exercise your voting rights either via the Internet or in writing, please
review the Reference Documents for the General Meeting of Shareholders, and exercise your voting rights nolater than 5:30 p.m. Japan time on Monday, June 24, 2024, in accordance with “Information for Exercising Your
Voting Rights” contained herein.

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

Tuesday, June 25, 2024 at 10:00 a.m. Japan time
(Reception starts at 9:00 a.m.)
Meeting Room on the 10th floor, Osaka Head Office of the Company,
2-1-4 Awaza, Nishi-ku, Osaka(Please refer to “Map to the Venue of General Meeting of Shareholders” on
the last page of the Japanese original being sent to each of you by postal mail.)

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Consolidated Financial Statements, and theresults of the audits of Consolidated Financial Statements by the
Accounting Auditor and the Audit & Supervisory Board for the 99th fiscal
year (from April 1, 2023 to March 31, 2024)
2. The Non-consolidated Financial Statements for the 99th fiscal year (from

April 1, 2023 to March 31, 2024)
Proposals to be resolved:<Company Proposals (Proposals 1 to 3)>
Appropriation of Surplus
Proposal 1:
Election of Nine (9) Directors
Proposal 2:
Election of One (1) Audit & Supervisory Board Member
Proposal 3:<Shareholder Proposal (Proposal 4)>
Appropriation of Surplus
Proposal 4:
An outline of the Shareholder Proposal (Proposal 4) is as described in the “Reference Documents for the
General Meeting of Shareholders”.
〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰

► Among the Items to Be Provided Electronically, the Company does not include the following matters in thepaper copy to be sent to shareholders who have requested a hard copy since the Company discloses suchinformation on the Company website and the TSE website in accordance with laws and regulations as wellas the Articles of Incorporation of the Company.
(i) “Notes to the Consolidated Financial Statements” in the Consolidated Financial Statements(ii) “Notes to the Non-consolidated Financial Statements” in the Non-consolidated Financial Statements
Please note that “Notes to the Consolidated Financial Statements” and “Notes to the Non-consolidated
Financial Statements” were audited as part of the Consolidated Financial Statements and Non-consolidated
Financial Statements when the Audit & Supervisory Board Members and the Accounting Auditor prepared
the audit reports.
► Should any revision be made to the Items to Be Provided Electronically, the matters before and after such
revision will be posted on the Company website and the TSE website.

-2-▌Information for Exercising Your Voting Rights
1. For shareholders who are able to attend the meeting
When attending the meeting, please submit the Voting Rights Exercise Form (which is enclosed in theJapanese original) to reception.
If a proxy attends the meeting on behalf of a shareholder, the proxy is requested to submit the shareholder’s
Voting Rights Exercise Form together with a document proving the proxy’s authority (the proxy authorization
form and the proxy’s Voting Rights Exercise Form) to act on behalf of the shareholder. Furthermore, theCompany only authorizes one shareholder who possesses voting rights as proxy.
Please note that we will be in light clothing (Cool Biz) at the meeting. We encourage everyone attending
the meeting to wear light clothing as well.
2. For shareholders who do not attend the meeting
Exercising your voting rights via the Internet, etc.
If exercising your voting rights via the Internet, etc., please review “Information for Exercising Your Voting
Rights over the Internet, etc.” as shown below and indicate your vote for or against the proposals by 5:30 p.m.
on Monday, June 24, 2024, Japan time.
Exercising your voting rights in writing
If exercising your voting rights in writing, please indicate your vote for or against the proposals on the
Voting Rights Exercise Form (which is enclosed in the Japanese original) and return it so that it is received by
5:30 p.m. on Monday June 24, 2024, Japan time. In the event that you exercise your voting rights using the
Voting Rights Exercise Form and do not indicate your approval or disapproval of each proposal, the absenceof such indication shall be treated as a vote for approval for the Company Proposals and as a vote fordisapproval for the Shareholder Proposal.

Information for Exercising Your Voting Rights over the Internet, etc.
If you wish to exercise your voting rights via the Internet, etc., please confirm the following items:
1. Website for exercising voting rights
Voting rights via the Internet may only be exercised by accessing the following website designatedby the Company:
URL of the website for exercising voting rights: https://www.web54.net
2. How to exercise voting rights(1) Shareholders using computers
Please access to the address above, use the “Voting Rights Exercise Code” and “Password”
as indicated in the Voting Rights Exercise Form (which is enclosed in the Japanese original),
and indicate your vote for or against the proposals following the instructions on the screen.
(2) Shareholders using smartphones
By scanning “Login QR code for voting rights exercise website for smartphone” as indicatedin said Voting Rights Exercise Form, you can exercise the voting rights from the voting rights
exercise website for smartphone that does not require to enter “Voting Rights Exercise Code”
and “Password”.
If you are to change the exercised content after the exercise of the voting right, please scan
the QR code again. In this case, you will be required to enter “Voting Rights Exercise Code”
and “Password” as indicated in the Voting Rights Exercise Form.
(QR Code is the registered trademark of DENSO WAVE INCORPORATED.)-3-3. Handling of the exercise of voting rights(1) If you exercised your voting rights both via the Internet and in writing, etc., the voting rights
exercised via the Internet, etc. shall be treated as the valid vote. Furthermore, if you exercised
your voting rights multiple times via the Internet, etc., the voting rights exercised last shall betreated as the valid vote.
(2) Communication charges to Internet service providers and telecommunication carriers(Internet connection charges, etc.) incurred for accessing the voting rights exercise website
shall be borne by the shareholder.
4. Handling of the Password and Voting Rights Exercise Code(1) The Password is a means to verify the identity of the person exercising voting rights as ashareholder. Please keep the Password in a safe place in the same manner as seals and personal
identification numbers.
(2) If you enter an incorrect password more than a certain number of times, the Password will berendered unusable. If you would like a new Password to be issued, please follow the
instructions on the screen.
(3) The Voting Rights Exercise Code indicated in the Voting Rights Exercise Form is valid only
for this General Meeting of Shareholders.
5. Inquiries about operation of computers, etc.
(1) If you have any questions about operation of computers, etc., related to the exercise of voting
rights on the website, please contact the following:
Sumitomo Mitsui Trust Bank, Limited
Stock Transfer Agency Web Support Hotline
Telephone: 0120-652-031 (Business Hours: from 9:00 a.m. to 9:00 p.m. Japan time)(2) For other inquiries, please contact the following:(i) Shareholders who have securities accounts with securities firms
Please contact the securities firm with which you have your securities account.
(ii) Shareholders who do not have accounts with securities firms (shareholders who havespecial accounts)
Sumitomo Mitsui Trust Bank, Limited
Stock Transfer Agency Department
Telephone: 0120-782-031 (Business Hours: from 9:00 a.m. to 5:00 p.m. Japan time,
excluding Saturday, Sunday and holidays)<Electronic Voting System Platform>
Institutional Investors may exercise their voting rights for this General Meeting of Shareholders via
electronic method through the “Electronic Voting System Platform” operated by ICJ, Inc.

-4-

Guide to exercising your voting rights in writing
If you wish to exercise your voting rights in writing, please confirm the following items in advance:
Exercise deadline:
Votes received no later than 5:30 p.m. on Monday, June 24, 2024 Japan time
Please indicate your vote for or against each proposal on the enclosed Voting Rights Exercise Form andsend it back to us. For details of the proposals, please refer to the Reference Documents for the General
Meeting of Shareholders.

-5-▌Information on Live Stream
We are planning to provide a live stream of this General Meeting of Shareholders via the Internet only
to shareholders.
1. Date and time of the live stream

Tuesday, June 25, 2024 from 10:00 a.m. Japan time until the close of the General Meeting of
Shareholders(The live stream website is scheduled to open around 9:30 a.m., 30 minutes before the start of themeeting)
2. How to watch the live stream

Please access to the following URL or QR code using a computer or smartphone and enter the ID
and password as specified in the following table to watch the live stream.
(If exercising your voting rights in writing, please write down and keep the shareholder number
before mailing your Voting Rights Exercise Form.)
URL
https://1949.ksoukai.jp
ID
Password

Shareholder number (nine digit shareholder number written on the Voting
Rights Exercise Form)
Zip code (seven digit zip code of the shareholder’s registered address)*Write the zip code without a hyphen

3. Notice and reminder concerning watching the live stream(i)

Since you are unable to participate in the resolution on the day of the General Meeting of
Shareholders, you are requested to exercise your voting rights in advance via the Internet, etc.
or in writing.
(ii) Questions and opinions will not be accepted on the day of the General Meeting of Shareholders.
(iii) You will not be deemed to have attended this General Meeting of Shareholders.
(iv) In some cases, you may not be able to watch the live stream depending on the condition of yourcomputer, smartphone, Internet connection and line, among other things.
(v) Any fees charged for watching the live stream are to be borne by the shareholders.
(vi) Please refrain from filming, visual recording, sound recording, saving and disclosing the live
stream.
(vii) The provision of the ID and password to a third party is strictly prohibited.
(viii) Taking into consideration the privacy of shareholders attending the meeting, the live stream
will show only the areas near the seat of the chairman and the directors.
(ix) Streaming may be discontinued if the Company judges that such discontinuation is unavoidable.

4. Inquiries
(i)


(ii)


About shareholder number and password
Sumitomo Mitsui Trust Bank, Limited
Virtual General Shareholders Meeting Support Hotline
Telephone: 0120-782-041 (Business Hours: from 9:00 a.m. to 5 p.m., Japan time, excluding
Saturday, Sunday and holidays)
About watching the live stream
V-cube, Inc.
Telephone: 03-6833-6213 (Business Hours: Tuesday, June 25, from 9:00 a.m. until close of
the General Meeting of Shareholders)-6-Reference Documents for the General Meeting of Shareholders
Proposals and References<Company Proposals (Proposals 1 to 3)>
Proposals 1 to 3 are proposed by the Company.
Proposal 1: Appropriation of Surplus
It is proposed that the surplus be appropriated as follows:
1. Matters concerning year-end dividends
The Company considers the distribution of profit to shareholders to be one of the principal
responsibilities of management and makes it a basic policy to distribute stable dividends wellbalanced with internal reserves taking into consideration business results and future businessdevelopment.
In regard to the year-end dividends for the fiscal year ended March 31, 2024, profit attributableto owners of parent for the fiscal year exceeded projections. Accordingly, in an effort to reward eachof our shareholders for their support, dividends of ¥59 per share are proposed.
Moreover, because interim dividends of ¥47 per share have been paid, making the annual
dividends for the fiscal year ¥106 per share, an increase of ¥12 over the previous fiscal year.
(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof¥59 per share of common stock of the Company
Total amount of dividends:¥2,089,556,921(3) Effective date of dividends from surplus
June 26, 2024
2. Other matters relating to appropriation of surplus
In order to strengthen our business foundation, the following appropriation of surplus is proposed.
(1) Item and amount of surplus to be increased
General reserve¥5,000,000,000(2) Item and amount of surplus to be decreased
Retained earnings brought forward¥5,000,000,000-7-Proposal 2: Election of Nine (9) Directors
The terms of office of all eight (8) Directors will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, in order to strengthen the Company’s management system, the election ofnine (9) Directors is proposed.
The candidates for Director are as follows, and the career summary of each candidate and reasons fornominating the candidate as Director, etc. are as stated on the following pages:

No.

Name

Current position in the Company

Attendance at
the Board of
Directors
meetings(FY2023)1

Masao Sakazaki

Reappointed

Representative Director
Chairman of the Board of Directors(13/13)2

Makoto Tani

Reappointed

Representative Director
President(13/13)

3

Tadashi Honda

Reappointed

Director
Senior Managing Executive Officer(13/13)

4

Tetsunari Shimada

Reappointed

Director
Managing Executive Officer(13/13)5

Kenichi Shimada

Reappointed

Director
Managing Executive Officer(10/10)6

Hideyuki Takahashi

Reappointed
Outside Director Outside Director
Independent Director(13/13)

7

Rikiya Hattori

Reappointed
Outside Director Outside Director
Independent Director(12/13)8

Hirofumi Yasuhara

Reappointed
Outside Director Outside Director
Independent Director(9/10)

9

Yumi Sano

Newly Appointed
Outside Director －Independent Director－(Note) Candidates Mr. Kenichi Shimada and Mr. Hirofumi Yasuhara assumed office as Director on June 27, 2023, and the number of Board of
Directors meetings held since that date is 10.

-8-

No.

Name
(Date of Birth)

Career summary, positions, responsibilities and significant concurrent positions

April 1976
June 1999
January 2001

1

2

Joined Sumitomo Electric Industries, Ltd.
General Manager, Osaka Works
General Manager, Human Resources Department, theCompany
Masao Sakazaki
June 2005
Executive Officer and General Manager, Human
Resources Department
Managing Executive Officer(October 16, 1952) June 2007
June 2008
Director and Managing Executive Officer
June 2015
Director and Senior Managing Executive Officer[Reappointed]
June 2016
Representative Director and President
June 2021
Representative Director and Chairman of the Board of
Directors(up to present)[Reasons for nominating the candidate as Director]
As Chairman of the Board of Directors, Mr. Masao Sakazaki has supervised management andmade important decisions appropriately, while striving to strengthen governance and achieving
sustainable development of the Group. He has worked to promote initiatives under the mediumterm management plan “VISION 24”. Based on such achievements, he has been judged to be well
suited to improving the Company’s enterprise value on a continual basis and strengthening thedecision-making and supervisory functions of the Board of Directors, and has therefore been
renominated as Director of the Company.
April 1980
Joined Sumitomo Electric Industries, Ltd.
April 2004
General Manager, Accounting and Finance Department
June 2008
Executive Officer and General Manager, Accounting and
Finance Department
Makoto Tani
June 2011
Executive Officer and President, Sumitomo Electric
Wiring Systems, Inc.
(May 28, 1957)
June 2014
Managing Director
June 2017
Representative Director and Senior Managing Director[Reappointed]
June 2019
Representative Director and Vice President Executive
Officer, the Company
June 2021
Representative Director and President(up to present)[Reasons for nominating the candidate as Director]
As President, Mr. Makoto Tani has supervised management and made important decisions
appropriately, while striving to strengthen governance and revenue base of the Group. He has
worked to promote various initiatives related to the medium-term management plan “VISION 24”.
Based on such achievements, he has been judged to be well suited to improving the Company’s
enterprise value on a continual basis and achieving the targets of the medium-term management
plan “VISION 24”, and has therefore been renominated as Director of the Company.

Number ofshares of theCompany held

-9-44,30015,300No.

Name(Date of Birth)

Career summary, positions, responsibilities and significant concurrent positions

April 1983
June 2013

3

Joined the Company
Executive Officer, General Manager, Construction
Division, Eastern Headquarters, Facility Management
Headquarters, and General Manager, Tokyo Branch
Office, Eastern Headquarters, Facility Management
Headquarters
November 2015
Executive Officer of the Company
President, THAI SEMCON CO., LTD.
June 2019
Managing Executive Officer, Deputy General Manager,
Facility Management Headquarters, and General
Manager, Western Headquarters, Facility Management
Headquarters, the Company
Tadashi Honda
June 2021
Managing Executive Officer, General Manager, Facility
Management Headquarters, and General Manager,
Western Headquarters, Facility Management(June 15, 1960)
Headquarters
June 2022
Director and Managing Executive Officer[Reappointed]
June 2023
Director, Senior Managing Executive Officer, General
Manager, Facility Management Headquarters, General
Manager, International Headquarters, and in charge ofPurchasing Division and Mechanical Equipment
Division(up to present)<Significant concurrent positions>
Director, THAI SEMCON CO., LTD.
Director, PT TAIYO SINAR RAYA TEKNIK
Director, SUMISETSU PHILIPPINES, INC.
Director, TEMACON ENGINEERING SDN.BHD.
Director, SUMISETSU CHINA CO., LTD.
[Reasons for nominating the candidate as Director]
As Director, Mr. Tadashi Honda has supervised management and made important decisions
appropriately, and as Senior Managing Executive Officer, he has assumed the positions of General
Manager of Facility Management Headquarters and General Manager of International
Headquarters. He has made efforts to expand business, enhanced cooperation within and outside theGroup in the general electrical works divisions, including electrical contracting facilities works forbuildings in Japan and overseas, factories, etc., renewable energy, and environment-related works,
and endeavored to reinforce corporate structure for improving profitability. He has worked topromote initiatives related to said general electrical works divisions under the medium-term
management plan “VISION 24”. Based on such achievements, he has been judged to be well suited
to improving the Company’s enterprise value on a continual basis and has therefore been
renominated as Director of the Company.

Number ofshares of theCompany held

- 10 -

10,800No.

Name(Date of Birth)

Career summary, positions, responsibilities and significant concurrent positions

April 1985
January 2010
July 2012

4

5

Joined Sumitomo Electric Industries, Ltd.
General Manager, Itami Works
General Manager, Human Resources Development
Department
October 2015
General Manager, General Affairs Department and
Deputy General Manager, Human Resources
Tetsunari Shimada
Department, the Company
June 2016
Executive Officer, General Manager, General Affairs
Department and General Manager, Human Resources(December 29, 1962)
Department
June 2019
Director and Managing Executive Officer[Reappointed]
June 2023
Director, Managing Executive Officer, and in charge ofHead Office Divisions (General Affairs, Tokyo General
Affairs, Human Resources, Human Resources
Development, Safety & Quality Management, Internal
Audit, Insurance), and company-wide compliance(up to present)[Reasons for nominating the candidate as Director]
As Director, Mr. Tetsunari Shimada has supervised management and made important decisions
appropriately, and been in charge of Head Office Divisions as Managing Executive Officer. He has
worked to promote initiatives at each department of the Head Office Divisions including thepromotion of safety, quality and compliance, securement and development of human resources andwork style reforms under the medium-term management plan “VISION 24”. Based on suchachievements, he has been judged to be well suited to improving the Company’s enterprise value
on a continual basis and has therefore been renominated as Director of the Company.
April 1988
Joined Sumitomo Electric Industries, Ltd.
June 2010
General Manager, Operations Division, Industrial
Materials Business Unit
June 2012
General Manager, Operations Division, Advanced
Materials Business Unit
March 2014
President, Sumitomo Electric Management (Shanghai)Co., Ltd.
Kenichi Shimada
April 2018
General Manager, Finance Division, Sumitomo ElectricIndustries, Ltd.
(October 12, 1964)
October 2021
Deputy General Manager, Corporate Planning
Department, the Company[Reappointed]
June 2022
Executive Officer and General Manager, Corporate
Planning Department
June 2023
Director, Managing Executive Officer, General
Manager, Corporate Planning Department, and in
charge of Finance & Accounting Department andInformation Systems Department(up to present)[Reasons for nominating the candidate as Director]
As Director, Mr. Kenichi Shimada has supervised management and made important decisions
appropriately, and as Managing Executive Officer, assumed the position of General Manager ofCorporate Planning Department, and been in charge of Finance & Accounting Department andInformation Systems Department. He has worked to promote initiatives related to the medium-term
management plan “VISION 24”, accounting, finance and IR. Based on such achievements, he has
been judged to be well suited to improving the Company’s enterprise value on a continual basis andhas therefore been renominated as Director of the Company.

Number ofshares of theCompany held

- 11 -

9,900

4,100

No.

Name
(Date of Birth)

Career summary, positions, responsibilities and significant concurrent positions

April 1981
July 2003

6

Joined the Bank of Japan
Associate Director-General, Secretariat of the Policy
Board
February
2005
General Manager, Niigata Branch
Hideyuki Takahashi
July 2008
Associate Director-General, Institute for Monetary andEconomic Studies(October 19, 1956)
May 2009
General Manager, Kobe Branch
November
2010
Senior Managing Director, Osaka Bankers Association[Reappointed][Outside Director] June 2020
Outside Director, the Company(up to present)[Independent
Director]
August 2021
Secretary-General, Japan Joint Securities Foundation(up to present)<Significant concurrent position>
Secretary-General, Japan Joint Securities Foundation[Reasons for nominating the candidate as Outside Director and outline of expected roles]
Mr. Hideyuki Takahashi is well versed in finance and economics through his experience in the
Bank of Japan and the Osaka Bankers Association, and also has insight into regional economies andcorporate management. In the expectation that he may use this high degree of specialization andbroad knowledge to supervise management from an independent standpoint, and contribute tostrengthening internal controls and improving the enterprise value of the Company on a continual
basis, he has therefore been renominated as Outside Director of the Company. Although he has
never been involved in corporate management other than as an outside officer, the Company judgesthat he will appropriately execute his duties as Outside Director, for the reasons above. Furthermore,
his term of office as Outside Director of the Company will have been four (4) years at the conclusionof this General Meeting.

Number ofshares of theCompany held

- 12 -

0

No.

Name
(Date of Birth)

Career summary, positions, responsibilities and significant concurrent positions

April 1978

7

Joined The Sumitomo Trust and Banking Co., Ltd.
(currently Sumitomo Mitsui Trust Bank, Limited)
April 2011
Director, Senior Managing Executive Officer
April 2013
Deputy President Executive Officer, Sumitomo Mitsui
Trust Holdings, Inc., Deputy President (Representative
Director), Sumitomo Mitsui Trust Bank, Limited
June 2015
Deputy President (Representative Director), Sumitomo
Mitsui Trust Holdings, Inc.
April 2017
Director, Sumitomo Mitsui Trust Holdings, Inc.
Deputy Chairman, Sumitomo Mitsui Trust Bank,
Rikiya Hattori
LimitedApril 2018
Executive Advisor, Sumitomo Mitsui Trust Bank,
Limited(February 3, 1954)
Chairman, Sumitomo Mitsui Trust Panasonic FinanceCo., Ltd.
[Reappointed]
Outside Audit & Supervisory Board Member, the[Outside Director] June 2018
Company[Independent
June 2020
Outside Director, THE SHIGA BANK, LTD.
Director](up to present)
June 2021
Full-time Audit & Supervisory Board Member, Reiwa
Accounting Holdings Co., Ltd.
(up to present)
Outside Director, the Company(up to present)<Significant concurrent positions>
Outside Director, THE SHIGA BANK, LTD.
Full-time Audit & Supervisory Board Member, Reiwa Accounting Holdings
Co., Ltd.
[Reasons for nominating the candidate as Outside Director and outline of expected roles]
Mr. Rikiya Hattori has extensive experience and broad insight nurtured through management in
the financial institutions. In the expectation that he may use such achievements and broad
knowledge to supervise management from an independent standpoint, and contribute tostrengthening internal controls and improving the enterprise value of the Company on a continual
basis, he has therefore been renominated as Outside Director of the Company. Furthermore, his
term of office as Outside Director of the Company will have been three (3) years at the conclusionof this General Meeting.

Number ofshares of theCompany held

- 13 -

0

No.

Name
(Date of Birth)

Career summary, positions, responsibilities and significant concurrent positions

Number ofshares of theCompany held

April 1979

8

9

Joined Matsushita Electric Industrial Co., Ltd. (currently
Panasonic Holdings Corporation)
September 1996 Director and CFO, Matsushita Battery Industrial
Corporation of America (currently Panasonic Energy
Corporation of America)
June 2008
Director, PanaHome Corporation (currently Panasonic
Hirofumi YasuharaHomes Co., Ltd.)
June 2012
Representative Director
Senior Audit & Supervisory Board Member, Panasonic(August 28, 1956) June 2015
Corporation (currently Panasonic Holdings Corporation)
June 2019
Outside Auditor, Santen Pharmaceutical Co, Ltd.
[Reappointed]
Outside Auditor, Sumitomo Rubber Industries, Ltd.
[Outside Director] March 2020
(up to present)[Independent
June 2020
Outside Corporate Auditor, Hitachi Zosen Corporation
Director](up to present)
June 2023
Outside Director, the Company(up to present)<Significant concurrent positions>
Outside Auditor, Sumitomo Rubber Industries, Ltd.
Outside Corporate Auditor, Hitachi Zosen Corporation[Reasons for nominating the candidate as Outside Director and outline of expected roles]
Mr. Hirofumi Yasuhara has extensive experience and broad insight nurtured throughmanagement in business enterprises. In the expectation that he may use such achievements andbroad knowledge to supervise management from an independent standpoint, and contribute tostrengthening internal controls and improving the enterprise value of the Company on a continual
basis, he has therefore been renominated as Outside Director of the Company. Furthermore, his
term of office as Outside Director of the Company will have been one (1) year at the conclusion ofthis General Meeting.
April 1984
Joined Shikishima Boseki K.K. (currently SHIKIBO LTD.)
April 1997
Joined Kansai Employers Association (currently Kansai
Economic Federation)
Yumi Sano
April 2004
General Manager, Membership Department
April 2013
Joined Japan Institute for Women’s Empowerment &Diversity Management(August 20, 1961)
April 2014
General Manager, Kansai Office(up to present)[Newly Appointed]
Outside Director, Sanyo Chemical Industries, Ltd.
[Outside Director] June 2021
(up to present)[Independent<Significant concurrent positions>
Director]
General Manager, Kansai Office, Japan Institute for Women’s
Empowerment & Diversity Management
Outside Director, Sanyo Chemical Industries, Ltd.
[Reasons for nominating the candidate as Outside Director and outline of expected roles]
Ms. Yumi Sano has extensive experience in promotion of diversity and human resources
development in listed companies and public interest corporations as well as broad insight inindustries and labor economy. In the expectation that she may use such achievements and broad
knowledge to supervise management from an independent standpoint, and contribute tostrengthening internal controls and improving the enterprise value of the Company on a continual
basis, she has therefore been newly nominated as Outside Director of the Company. Although she
has never been involved in corporate management other than as an outside officer, the Company
judges that she will appropriately execute her duties as Outside Director, for the reasons above.

(Notes)1. There are no special interests between each of the candidates and the Company.
2. Candidates Mr. Hideyuki Takahashi, Mr. Rikiya Hattori, Mr. Hirofumi Yasuhara and Ms. Yumi Sano have satisfied the requirements for
Outside Directors.
Further, Mr. Hideyuki Takahashi, Mr. Rikiya Hattori and Mr. Hirofumi Yasuhara are designated as Independent Directors as prescribed by
Tokyo Stock Exchange, Inc. Subject to their reelection, the Company intends to appoint them to continue as Independent Directors.

- 14 -

0

0

3.
4.

5.
6.

7.

8.

9.

In addition, subject to the election of Candidate Ms. Yumi Sano, the Company intends to register her as an Independent Director as prescribedby Tokyo Stock Exchange, Inc.
The reason for nominating each of the candidates is shown at the bottom of each candidate’s brief personal history.
Candidate Mr. Makoto Tani served as Executive Officer of Sumitomo Electric Industries, Ltd., a parent company of the Company from June2008 to June 2014, where he executed duties as General Manager of Accounting and Finance Department and as President of Sumitomo
Electric Wiring Systems, Inc., a subsidiary company of the said company.
In addition, he served as Managing Director of Sumitomo Electric Industries, Ltd. from June 2014 to June 2017, and as Representative Director
and Senior Managing Director from June 2017 to June 2019.
Candidate Mr. Tetsunari Shimada executed duties as General Manager of Human Resources Development Department from July 2012 to
September 2015 at Sumitomo Electric Industries, Ltd., a parent company of the Company.
Candidate Mr. Kenichi Shimada executed duties as President of Sumitomo Electric Management (Shanghai) Co., Ltd., a subsidiary of
Sumitomo Electric Industries, Ltd., from March 2014.
In addition, he executed duties as General Manager of Finance Division of Sumitomo Electric Industries, Ltd. from April 2018 to October
2021.
Candidate Mr. Rikiya Hattori served as Deputy President (Representative Director) of Sumitomo Mitsui Trust Bank, Limited, a main financial
institution (specified related business operator) of the Company, from April 2013 to March 2017, as Deputy Chairman from April 2017 toMarch 2018, and as Executive Advisor from April 2018 to March 2020.
Based on Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreement with Mr. Hideyuki Takahashi, Mr.
Rikiya Hattori and Mr. Hirofumi Yasuhara to limit their liability under Article 423, Paragraph 1 of said Act. Subject to their reelection, theCompany intends to continue the above liability limitation agreement with each of them. The corresponding limitation of liability based on
said agreement will limit liability to the lowest extent pursuant to the law. In addition, subject to the election of Candidate Ms. Yumi Sano, theCompany intends to enter into an agreement with her to limit her liability under Article 423, Paragraph 1 of the Companies Act based on
Article 427, Paragraph 1 of said Act. The corresponding limitation of liability based on said agreement will limit liability to the lowest extent
pursuant to the law.
The Company has entered into a directors and officers liability insurance agreement with an insurance company, as stipulated in Article 4303, Paragraph 1 of the Companies Act, to insure its Directors, Audit & Supervisory Board Members, and Executive Officers. The insurance
agreement will cover damages that may arise due to the insureds assuming liability for their execution of duties, or receiving a claim for the
pursuit of such liability, and the insurance premiums are fully borne by the Company. However, the insurance agreement does not coverdamages claimed arising from intent or gross negligence. If the candidates assume office as Director, each of them will become insured undersaid insurance agreement. Furthermore, the Company intends to renew the insurance agreement with the same terms and conditions at thenext renewal.

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Proposal 3: Election of One (1) Audit & Supervisory Board Member
The term of office of Mr. Yasuaki Tarutani will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, the election of one (1) Audit & Supervisory Board Member is proposed. The
Company has already obtained approval from the Audit & Supervisory Board with respect to this
proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of Birth)

Career summary and positions

April 1975
Joined Mitsubishi Heavy Industries, Ltd.
July 1982
Joined PricewaterhouseCoopers LLC
September 1986 Registered as Certified Public Accountant
January 1993 Registered as Certified Public Tax Accountant
Representative, Kaisei Certified Public Accountants Joint
Yasuaki Tarutani
Office(up to present)(April 27, 1952)
September 2000 Outside Auditor, Information Planning CO., LTD.
July 2005
Outside Auditor, Will Real Estate Sales, Co., Ltd.
[Reappointed](currently WILL, CO, Inc.)[Outside Audit &(up to present)
Supervisory Board
December 2015 Director (Audit & Supervisory Committee Member),Member]Information Planning CO., LTD.
[Independent Auditor]
June 2016
Outside Audit & Supervisory Board Member, the Company(up to present)<Significant concurrent positions>Representative, Kaisei Certified Public Accountants Joint OfficeOutside Auditor, WILL, CO, Inc.
[Reasons for nominating the candidate as Outside Audit & Supervisory Board Member]
Mr. Yasuaki Tarutani has a high degree of insight as a certified public accountant and a certified
public tax accountant and extensive experience in corporate accounting and taxation. He is
expected to conduct audits from an independent standpoint and strengthen the corporate
governance of the Company. He has therefore been renominated as an Outside Audit &Supervisory Board Member. Although he has never been involved in corporate management otherthan as an outside officer, the Company judges that he will appropriately execute his duties as
Outside Audit & Supervisory Board Member, for the reasons above. Furthermore, his term ofoffice as Outside Audit & Supervisory Board Member of the Company will have been eight (8)years at the conclusion of this General Meeting.

Number ofshares of theCompany held

0

(Notes)1. There are no special interests between candidate Mr. Yasuaki Tarutani and the Company.
2. Candidate Mr. Yasuaki Tarutani has satisfied the requirements for Outside Audit & Supervisory Board Member.
Further, Mr. Yasuaki Tarutani is designated as Independent Auditor as prescribed by Tokyo Stock Exchange, Inc. Subject to his reelection, theCompany intends to appoint him to continue as Independent Auditor.
3. The reason for nominating the candidate is shown at the bottom of the candidate’s brief personal history.
4. Based on Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreement with Mr. Yasuaki Tarutani to limit his
liability under Article 423, Paragraph 1 of said Act. Subject to his reelection, the Company intends to continue the above liability limitationagreement with him. The corresponding limitation of liability based on said agreement will limit liability to the lowest extent pursuant to thelaw.
5. The Company has entered into a directors and officers liability insurance agreement with an insurance company, as stipulated in Article 4303, Paragraph 1 of the Companies Act, to insure its Directors, Audit & Supervisory Board Members, and Executive Officers. The insurance
agreement will cover damages that may arise due to the insureds assuming liability for their execution of duties, or receiving a claim for the
pursuit of such liability, and the insurance premiums are fully borne by the Company. However, the insurance agreement does not coverdamages claimed arising from intent or gross negligence. If the candidate assumes office as Audit & Supervisory Board Member, he will
become insured under said insurance agreement. Furthermore, the Company intends to renew the insurance agreement with the same terms
and conditions at the next renewal.

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[Reference]
Nomination policy on candidates for Directors and Audit & Supervisory Board Members(i)

Inside Directors will be individuals who have extensive experience and excellent performance records inconnection with our business; who have sound objective judgment concerning management in light of thechanging environment surrounding the Company and future changes; and who have superior character,foresight and insight.

(ii) Outside Directors will be individuals with experience in company management, experts of respective fields oracademic experts who would be suitable for supervising the Company's management from the viewpoint of
encouraging sustainable growth and striving to increase corporate value over the mid-to-long term.
(iii) Audit & Supervisory Board Members will be individuals with experience in company management andindividuals with expertise in legal affairs, finance or accounting.
(iv) For submission of the proposal on election of Directors and Audit & Supervisory Board Members to theGeneral Meeting of Shareholders, Nominating Advisory Committee will deliberate the candidates for
Directors and Audit & Supervisory Board Members and the Board of Directors will decide on the candidates
by a resolution based on the report of the Committee.

Composition of Directors and Audit & Supervisory Board Members after the conclusion of this General
Meeting of Shareholders (planned)

The Company posts personnel across the Board of Directors in a well-balanced manner and appoints anappropriate number of Directors in order to fulfill the functions of the Board of Directors as a whole, byappointing personnel who are familiar with important fields in the decision-making process of corporate
strategies, such as finance and accounting, legal affairs and compliance, human resources and human resources
development; personnel with abundant knowledge and experience in various business fields, such asengineering and development; personnel with abundant experience in corporate management, abundantinternationality and global perspective; personnel with insight into other industries; and personnel withindependence contributing to enhancement of corporate value in a bird’s-eye-view position. The number ofIndependent Outside Directors shall be at least one-third of the Board of Directors.
Based on this view, the Company has established the items required of Directors and Audit & Supervisory
Board Members who are responsible for the management of the Company, and the area of expertise andexperience of each Director and Audit & Supervisory Board Member are listed below as a matrix. Please notethat the matrix does not represent all the expertise and experience possessed by each Director and Audit &Supervisory Board Member.

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Area of expertise and experience
Independence

Legal affairs,
compliance

Human
resources,human
resourcesdevelopment●●

Internationali
ty, global
perspective

Engineering,
technologicaldevelopment

Insight intootherindustries

Name

Position

Masao
Sakazaki

Chairman of theBoard ofDirectors●

MakotoTani

Representative
Director
President●

Tadashi
Honda

Representative
Director
SeniorManaging
Executive
Officer●

Tetsunari
ShimadaDirector
Managing
Executive
Officer●

KenichiShimadaDirector
Managing
Executive
Officer●

Hideyuki
Takahashi

OutsideDirector●

RikiyaHattori

OutsideDirector

●

●

●

●

●

Hirofumi
Yasuhara

OutsideDirector

●

●

●

●

●

Yumi
Sano

OutsideDirector●

Corporate
management

Finance,accounting

●

●
●

●

●
●

●

●

●

●

●

●

●

WataruMatsushita

Full-time Audit& Supervisory
Board Member●

Kazuhiko
Uchiike

Full-time Audit& Supervisory
Board Member●

YasuakiTarutani

Outside Audit& Supervisory
Board Member

●

●

Yoko
Koga

Outside Audit& Supervisory
Board Member●●

TakumaUsui

Outside Audit& Supervisory
Board Member

●

●
●

●

●
●
●
●

(Note) Independence: A person who has been registered as an independent officer with Tokyo Stock Exchange, Inc. (a person who
is scheduled to be registered as an independent officer)- 18 -●

[Shareholder Proposal]
Proposal 4 is a proposal made by a shareholder.
Proposal 4: Appropriation of Surplus(1) Outline of Proposal
To appropriate surplus as follows so that the total amount of annual dividends is equivalent to 6.0% of net
assets.
If the Board of Directors of the Company submits a proposal concerning the appropriation of surplus tothis Annual General Meeting of Shareholders, this proposal will be made independently and additionally tosuch a proposal.
a. Type of dividend property
Cashb. Dividend amount per share
The amount obtained by subtracting from 122 yen the dividend amount per share of common stockof the Company proposed by the Board of Directors of the Company and approved at this Annual
General Meeting of Shareholdersc. Allocation of dividend property and total amount of dividends
The dividend amount per share as stated in b. above for each share of common stock of the Company(The total amount of dividends shall be the amount calculated by multiplying the dividend amount per
share by the total number of outstanding shares of common stock of the Company (excluding treasury
shares) as of March 31, 2024)
d. Effective date of dividends from surplus
Date of this Annual General Meeting of Shareholders
e. Date of commencement of payment of dividends
Three weeks after the next business day following the date of this Annual General Meeting of
Shareholders(2) Reasons for proposal
The intent of this proposal is to pay a dividend equivalent to a dividend on equity (DOE) of 6%.
The Company is a company in good standing that enjoys one of the highest profit ratios in the industry,generating a stable profit of around 10 billion yen per annum. On the other hand, its fair value (business value)
after deduction of financial assets remains at a low level of around 40 billion yen. This is due to the capital
strategy of curbing returns that has gone too far.
In consideration of the Company’s profitability and the favorable external environment of its business, thefurther excessive accumulation of internal reserves is unnecessary. Raising the level of returns is essential forthe enhancement of corporate value, and even if the Company, whose ROE trends at around 10%, were to pay
dividends equivalent to a DOE of 6%, internal reserves would likely increase, and a DOE of 6% would not
be excessive.
The Company’s controlling shareholder, Sumitomo Electric Industries, Ltd., has been planning forinvestments that are significantly larger than previous levels in its medium-term management plan, and anincrease in the Company’s dividends would accord not only with the interests of minority shareholders, butalso with those of the controlling shareholder.
We believe that adopting and continuing a 6% DOE policy would be reasonable for all stakeholders.
* The above contents of the shareholder’s proposal are presented in their original wording as submitted
by the proposing shareholder.
[Opinion of the Board of Directors]
The Board of Directors is AGAINST this proposal.
The Company considers the return of profits to shareholders to be one of the principal responsibilities ofmanagement and makes it a basic policy to distribute stable dividends well balanced with internal reserves
taking into consideration business results and future business development.
Under such a policy, in its medium-term management plan “VISION 24”, under the theme of “Sustainable
development through a new growth strategy and comprehensive strength!”, the Company has declared anumerical target of a dividend payout ratio of 40% in FY2024 regarding its shareholder returns policy, one of
the key policies of the plan. Based on that, as announced in the “Notice Concerning Dividends of Surplus” of
May 9, 2024, the Company’s Board of Directors passed a resolution for a dividend of 59 yen per share as theyear-end dividend for the fiscal year. As an interim dividend of 47 yen per share has already been paid for the
fiscal year, the annual dividend will be 106 yen per share. This represents an increase of 12 yen per share fromthe previous year and a dividend payout ratio, including the interim dividend, of 37.3%. In addition, as
announced in the “Consolidated Financial Results for the Year Ended March 31, 2024” released on May 9, 2024,
the Company is planning an annual dividend for the fiscal year ending March 31, 2025 of 114 yen per share,with a dividend payout ratio of 40.4%.

- 19 -

Further, regarding internal reserves, in its efforts to further increase profitability and strengthen its
management foundations, the Company will use them as flexible funds for the creation of new businesses, thedevelopment of new technologies and construction methods that will lead to future business expansion, humanresources investments aimed at securing and developing human resources, which is the most pressing challenge
for the construction industry in which the Company is engaged, and M&As and other investments for growth.
The Company hopes to pursue the key measures declared in the medium-term management plan, achieve
the targets for the final year of “VISION 24”, namely 200.0 billion yen in orders received and net sales, ordinary
profit (ratio) of 15.0 billion yen (7.5%), and dividend payout ratio of 40%, and, through further growth andexpansion, enhance corporate value and continue to meet shareholders’ expectations into the future.
The payment of a year-end dividend of 122 yen in this shareholder’s proposal is not in line with theshareholder returns policy of the medium-term management plan “VISION 24”, which is to conduct stabledividends after taking into account future changes in the management environment and the need for ongoing
business investment.
The Company will give appropriate consideration to the level and methods of future shareholder returns,
taking into account factors such as medium- to long-term growth strategies, financial status, and capitalefficiency, while listening carefully to the opinions of shareholders.
Accordingly, the Board of Directors is against this shareholder proposal.

- 20 -