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: 1898
June 7, 2023
(Commencement date of measures for electronic provision of information: May 31, 2023)
To Shareholders with Voting Rights:
Yoshikazu Taira
Director, President
SEIKITOKYU KOGYO CO., LTD.
2-9-3 Shibakoen, Minato-ku, Tokyo, Japan

Notice of the 74th Annual General Meeting of Shareholders
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
Please be notified that SEIKITOKYU KOGYO CO., LTD. (the “Company”) will hold the 74th Annual General Meetingof Shareholders for the purposes as described below.
In convening this General Meeting of Shareholders, measures for the electronic provision of information areimplemented. The matters subject to the measures for electronic provision are posted on the following website on theInternet as “Notice of the 74th Annual General Meeting of Shareholders.”[Company’s website]
https://www.seikitokyu.co.jp/ir/shareholders/ (Available in Japanese)
In addition to the above website, the matters subject to the measures for electronic provision are posted on the Tokyo
Stock Exchange (TSE)’s website. Please access the TSE website (Listed Company Search) below, enter and search for“SEIKITOKYU KOGYO” in the “Issue name (company name)” field or “1898,” the stock exchange code of the Company
in the “Code” field, select “Basic information” and “Documents for public inspection/PR information,” in that order, andinspect the information.
[Tokyo Stock Exchange’s website (Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you are not attending the meeting, you can exercise your voting rights in writing or via the Internet etc. Please
review the Reference Documents for the General Meeting of Shareholders, and exercise your voting rights by 6:00
p.m. (JST) on Thursday, June 22, 2023.

-1-1. Date and Time:

Friday, June 23, 2023 at 10:00 a.m. (JST)

2. Venue:

ROSE, 2F, Shiba Park Hotel
1-5-10, Shibakoen, Minato-ku, Tokyo, Japan(Please note that the venue is changed from last year to the above location.
Please refer to the access map at the end of this document (Japanese only) forthe location of the venue.)

3. Purpose of the Meeting
Matters to be reported: 1. The Business Report, Consolidated Financial Statements, and Audit Reports
for the Consolidated Financial Statements by the Accounting Auditor and theAudit & Supervisory Board for the 74th fiscal year (from April 1, 2022 toMarch 31, 2023)
2. Non-consolidated Financial Statements for the 74th fiscal year (from April 1,2022 to March 31, 2023)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Partial Amendments to the Articles of Incorporation
Proposal 3:
Election of Six (6) Directors
4. Matters Determined in Regard to the Convocation:(1) If voting rights are exercised both via the Internet, etc. and by the voting rights exercise form, thevote exercised via the Internet, etc. shall be treated as valid. Additionally, if voting rights areexercised multiple times via the Internet, etc., the last vote exercised shall be treated as valid.
(2) If there is no indication for or against the proposals on the returned voting rights exercise form,
the vote will be deemed as “for.”◎ When attending the meeting, please submit the enclosed voting rights exercise form to the reception desk.
◎ Any updates to the matters subject to the measures for electronic provision will be posted on each of the websites on
which such matters are posted.
◎ In accordance with laws and regulations and Article 16 of the Articles of Incorporation of the Company, “System toEnsure the Appropriateness of Operations and Overview of the Operational Status” in the Business Report,“Consolidated Statements of Changes in Shareholders’ Equity” and “Notes to the Consolidated Financial Statements,”
which are part of the Consolidated Financial Statements, and “Non-consolidated Statements of Changes in Shareholders’Equity” and “Notes to the Non-consolidated Financial Statements,” which are part of the Non-consolidated FinancialStatements, are excluded from the paper-based documents delivered to shareholders who have requested for delivery ofsuch documents. Therefore, the paper-based documents are part of the documents audited by the Audit & Supervisory
Board Members and the Accounting Auditor when preparing their audit reports.

-2-

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

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows.
Matters concerning year-end dividends
The Company’s basic policy is to provide stable returns to its shareholders continuously, in consideration of the resultsof operations for the current fiscal year, financial condition, future business environment and other factors, while working
to strengthen the business foundation for sustainable growth and maintain and enhance its earning power. In addition, inthe Medium-term Management Plan (FY2021 - FY2023), the Company set out its stance on its shareholder return policy,
stating that it makes stable and continuous shareholder returns with a target payout ratio of approximately 30% and atarget total return ratio of 50% or higher.
As a result of consideration based on the above policies, the year-end dividend for the current fiscal year shall be asfollows.
(1) Type of dividend property
Cash(2) Allotment of dividend property to shareholders and its total amount
30 yen per share of common stock of the Company
Total amount of dividends:

1,093,440,870 yen(3) Effective date of dividend from surplus
June 26, 2023
(Reference) Trends of dividends, etc.
71st fiscal year
ended March 31,
2020
Dividends per share
Consolidated payout ratio
Consolidated total return ratio

(Yen)
(%)
(%)

47
28.9
30.5

72nd fiscal year
ended March 31,
2021
43
33.5
33.5

-3-

73rd fiscal year
ended March 31,
2022
30
35.4
109.6

74th fiscal year
ended March 31,
2023(current term)
30
97.6
168.0

Proposal 2:
1.

Partial Amendments to the Articles of IncorporationReasons for amendments(1) In order to further strengthen corporate governance, Article 28 of the current Articles of Incorporation which
stipulates matters regarding advisors shall be deleted, and the advisor system shall be abolished.
(2) In line with the above change, Article 29 and subsequent Articles of the current Articles of Incorporation shall berenumbered sequentially from 28.
2.
Details of amendments
The details of the amendments are as follows.
(Amended parts are underlined.)
Current Articles of Incorporation
Article 28 The Company may appoint advisors by aresolution of the Board of Directors.

Proposed Amendments

Article 29 to Article 41 [Omitted]

Article 28 to Article 40 [No change]<Deleted>-4-Proposal 3:

Election of Six (6) Directors

The terms of office of all seven (7) of the current Directors will expire at the conclusion of this General Meeting ofShareholders. Accordingly, the Company proposes the election of six (6) Directors.
The candidates for Director are as follows.
Attendance at theCurrent
positionsandBoardof Directors
No.
Name
responsibilities at the Company
meetings in thecurrent fiscal year
[Reappointment]
Representative Director, President
14/141Yoshikazu Taira[Male]
President, Executive Officer(100%)
Director
Senior Managing Executive
14/14[Reappointment]
Officer, General Manager,
2
Kazushi Ishida(100%)
Business Administration Division;[Male]
General Manager, Corporate
Planning Department
Director
Managing Executive Officer,
14/14[Reappointment]
Deputy General Manager,
3
Yuji Ooteki(100%)
Business Promotion Division;[Male]
General Manager, Engineering
Department[Reappointment]
14/14[Outside]
Director
4
Shinya Fukuda(100%)[Independent][Male][Reappointment]
14/14[Outside]
Director
5
Masato Tamura(100%)[Independent][Male][Reappointment]
14/14[Outside]
Director
6Rena Shimizu(100%)[Independent][Female]

-5-

Name
(Date of birth)No.

Yoshikazu Taira(November 23, 1961)[Reappointment][Male]
1

Term of office (as of the conclusion ofthis General Meeting of Shareholders):
6 years

Career summary, positions, responsibilities
and significant concurrent positions

April 1984
April 2011
April 2011

Joined the Company
Executive Officer, the Company
General Manager, Kanto Branch and Tokyo Branch,Business Promotion Division, the Company
Managing Executive Officer, the Company
Deputy General Manager, Business Promotion Division;
General Manager, Engineering Department, the Company
Director, the Company
Director, President, the Company (current)
President, Executive Officer, the Company (current)

April 2015
April 2017
June 2017
April 2019
April 2019

[Reasons for nomination as a candidate for Director]

Since joining the Company, he has been engaged mainly in the construction
Attendance at the Board of Directors
meetings:
departments, accumulating a wealth of experience in and broad insight into
14/14 (100%) operational management of the construction departments. He then oversaw thebusiness departments as a whole and is currently engaged in the management

Number of shares of the Company held:
58,276 shares of the Company as Director, President. The Company renominates him as2Director as it believes that he can continue to take charge of management ofthe Company towards enhancing the corporate value, utilizing the above
experience and knowledge.
April 1985
Joined the Company
April 2013
General Manager, Internal Control Department, theCompany
April 2018
Executive Officer, the Company
April 2019
Managing Executive Officer, the Company
Kazushi Ishida
April 2019
General Manager, Business Administration Division;(August 10, 1961)
General Manager, Corporate Planning Department, the[Reappointment]
Company (current)[Male]
June 2019
Director, the Company (current)
April 2022
Sustainable Management Strategy Project Leader, theTerm of office (as of the conclusion ofthis General Meeting of Shareholders):
Company
4 years
April 2023
Senior Managing Executive Officer, the Company(current)
Attendance at the Board of Directors[Reasons for nomination as a candidate for Director]

meetings:

14/14 (100%) Since joining the Company, he has been engaged mainly in the back office,compliance and internal control departments, accumulating a wealth of

Number of shares of the Company held:
experience in and broad insight into the management and administration of the28,132 shares

Yuji Ooteki(May 1, 1964)[Reappointment][Male]
3

Term of office (as of the conclusion ofthis General Meeting of Shareholders):
2 years

Company. He currently oversees the administrative departments as Senior
Managing Executive Officer. The Company renominates him as Director as it
believes that he can continue to take charge of management of the Company
towards enhancing the corporate value, utilizing the above experience andknowledge.
April 1988
Joined the Company
April 2016
General Manager, Kyushu Branch, the Company
April 2017
Executive Officer, the Company
April 2020
General Manager, Engineering Department, Business
Promotion Division, the Company (current)
April 2021
Managing Executive Officer, the Company (current)
April 2021
Deputy General Manager, Business Promotion Division,
the Company (current)
June 2021
Director, the Company (current)[Reasons for nomination as a candidate for Director]

Since joining the Company, he has been engaged mainly in the construction
Attendance at the Board of Directors
meetings:
departments, accumulating a wealth of experience in and broad insight into
14/14 (100%) operational management of the construction departments. He currently
oversees the construction business as Managing Executive Officer. The

Number of shares of the Company held:
22,017 shares Company renominates him as Director as it believes that he can take charge ofmanagement of the Company towards enhancing the corporate value, utilizing
the above experience and knowledge.

-6-No.

Name(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions

September 1966
January 1971

Shinya Fukuda(February 26, 1944)[Reappointment][Outside][Independent][Male]
4

Joined CPA Hiroshi Kawakita Office
Joined Tohmatsu Awoki & Co. (currently DeloitteTouche Tohmatsu)
March 1971
Registered as Certified Public Accountant
May 1987Representative Partner, Tohmatsu Awoki & Co.
July 1992
Executive Board Member, The Japanese Institute ofCertified Public Accountants
July 2007
Member, Securities and Exchange SurveillanceCommission, Financial Services Agency
December 2013
Established CPA Shinya Fukuda Office (current)
June 2016
Director, the Company (current)(Significant concurrent positions)Certified Public Accountant

Term of office (as of the conclusion ofthis General Meeting of Shareholders):[Reasons for nomination as a candidate for Outside Director and overview of the7 years

expected role]

The Company renominates him as Outside Director as it believes that he canAttendance at the Board of Directors
meetings:
provide valuable guidance and advice regarding management as a whole as
14/14 (100%) well as continue to appropriately oversee the execution of duties of theCompany from an independent standpoint based on a technical perspective andNumber of shares of the Company held:
0 shares a high level of insight backed by his deep knowledge and a wealth of

Masato Tamura(August 3, 1946)[Reappointment][Outside][Independent][Male]

5

Term of office (as of the conclusion ofthis General Meeting of Shareholders):
7 yearsexperience in corporate accounting as a certified public accountant.
He had been involved in the accounting audit of the Company up to the year
ended March 31, 2002 as a Representative Partner of Deloitte Touche
Tohmatsu (currently Deloitte Touche Tohmatsu LLC), which had been theaccounting auditor of the Company until June 2007, and therefore has insight
into the Company’s management.
July 1971
Joined Ministry of Construction
June 1991
Director, Land Division, Kanto Regional Development
Bureau, Ministry of Construction
July 1997
Deputy Director General, National Land Agency
July 1998
Executive Board Member, Japan Parking Facilities
Promotion Organization
June 2002
Managing Director, West Japan Construction Surety Co.,Ltd.
April 2013
Chief Executive, National Housing Industry Association
June 2016
Director, the Company (current)[Reasons for nomination as a candidate for Outside Director and overview of the

expected role]
Attendance at the Board of Directors
The Company renominates him as Outside Director as it believes that he canmeetings:
14/14 (100%) provide valuable guidance and advice regarding management as a whole aswell as continue to appropriately oversee the execution of duties of the

Number of shares of the Company held:
0 shares Company from an independent standpoint based on a wealth of experience andbroad insight backed by his experience engaging in a broad range ofoperations including social capital development in the administrative fields.

-7-No.

Name(Date of birth)

Rena Shimizu(July 3, 1973)[Reappointment][Outside][Independent][Female]6

Term of office (as of the conclusion ofthis General Meeting of Shareholders):
3 years

Career summary, positions, responsibilities
and significant concurrent positions

April 1996
Joined Recruit Cosmos Co., Ltd.
January 2002
Joined Manpower Japan Co., Ltd.
January 2008
Joined COACH A Co., Ltd.
June 2010
Opened Rena Shimizu OfficeFebruary 2012
Established CHANCE for ONE Co., Ltd.
February 2012
Director, President, CHANCE for ONE Co., Ltd. (current)
June 2020
Director, the Company (current)(Significant concurrent positions)Representative Director, President, CHANCE for ONE Co., Ltd.
Outside Director (Audit and Supervisory Committee Member), ATOMCORPORATION[Reasons for nomination as a candidate for Outside Director and overview of theexpected role]
Attendance at the Board of Directors
As an expert on women’s empowerment and a corporate manager, shemeetings:
14/14 (100%) provides consultation to companies and local governments, gives lectures, andconducts diverse activities. The Company renominates her as Outside Director

Number of shares of the Company held:
732 shares as it believes that she can provide valuable guidance and advice regarding

management as a whole, including diversity, as well as continue toappropriately oversee the execution of duties of the Company from an
independent standpoint based on a wealth of experience and broad insight.

Notes: 1. The number of shares of the Company held by each of the Director candidates is as of March 31, 2023, and includes each candidate’s
shareholdings in Seikitokyu Officers’ Shareholding Association.
2. There are no special interests between Director candidates and the Company.
3. Shinya Fukuda, Masato Tamura and Rena Shimizu are Outside Director candidates.
4. The Company has entered into a liability limitation contract with Shinya Fukuda, Masato Tamura and Rena Shimizu to limit theliability for damages provided in Article 423, Paragraph 1 of the Companies Act. The limit of liability under the above contract shallbe the amount stipulated in laws and regulations. The Company plans to renew this contract when the reelection of each of thecandidates is approved.
5. The Company has entered into a directors and officers liability insurance contract, as stipulated in Article 430-3, Paragraph 1 of theCompanies Act, with an insurance company. The said insurance contract covers damages that may arise when compensation fordamages and litigation expenses are to be borne by the insured in the event that a claim for damages is filed due to an act committed(including failure to act) by the insured in the execution of his/her duties. However, damages caused as a result of any criminal act
or willful misconduct committed by the insured are outside the scope of the insurance coverage so as not to compromise theappropriateness of the execution of duties. The insurance premiums are fully borne by the Company. Each Director candidate will
be insured under the said insurance contract.
6. The Company has designated Shinya Fukuda, Masato Tamura and Rena Shimizu as independent director/auditor based on the rulesof Tokyo Stock Exchange, Inc. and notified the Exchange as such.

-8-[Reference] Management structure following the approval and resolution of Proposal 3 as originally proposed(scheduled)◎

Masato Tamura

Director◎○●

Rena Shimizu

Director◎○●

Yoichi Saito
Yukio Ono

Empowerment of women◎

Tsunehisa Otsuki●●●DirectorMasayuki Koide●●Shinya Fukuda

Full-time Audit &Supervisory Board Member
Full-time Audit &Supervisory Board Member
Audit & Supervisory BoardMember
Audit & Supervisory BoardMember●

Human resources / laboraffairs●

Finance / accounting●

Administrative experience●

Legal affairs / compliance○Management experience

Yuji Ooteki○President, Executive Officer
Representative Director
Senior Managing ExecutiveOfficer
Director
Managing Executive Officer

Engineering field

Kazushi Ishida

Representative Director,President,

Non-engineering / Salesfields

Yoshikazu TairaPosition

Nomination and CompensationCommittee

Outside Officer

Name

Areas where officers have particular expertise andexperience
CareerOfficers’ knowledge and experience

●
◎

●
●

◎●

●

●
●

◎

●Notes: 1. ◎ in the “Outside Officer” column indicates that the person is an independent director/auditor.
2. ◎ in the “Nomination and Compensation Committee” column indicates that the person chairs the committee.
3. Matters concerning positions and the Nomination and Compensation Committee include those that are expected to be resolved by
the Board of Directors after the conclusion of this General Meeting of Shareholders.

-9-