Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 1852)
June 6, 2019
To Shareholders with Voting Rights:
Makoto Asanuma
Representative President
Asanuma Corporation
Main Office: 1-2-3 Minatomachi,
Naniwa-ku, Osaka

NOTICE OF CONVOCATION OF
THE 84TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 84th Annual General Meeting of Shareholders of Asanuma
Corporation (the “Company”). The meeting shall be held as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing by submitting the
Voting Rights Exercise Form or over the Internet, etc. Please review the attached Reference Documents for
the General Meeting of Shareholders below, indicate your vote for or against the proposals on the enclosed
Voting Rights Exercise Form and return it so that it is received by 5:15 p.m. on Tuesday, June 25, 2019, Japantime.
1. Date and Time:

Wednesday, June 26, 2019 at 10:00 a.m. Japan time

2. Place:

Bluebell Banquet Room, 21st Floor, Hotel Monterey Grasmere Osaka
1-2-3 Minatomachi, Naniwa-ku, Osaka

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
84th Fiscal Year (April 1, 2018 - March 31, 2019) and results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Board
of Audit & Supervisory Board Members
2. Non-consolidated Financial Statements for the Company’s 84th Fiscal Year
(April 1, 2018 - March 31, 2019)
Proposals to be resolved:<Company Proposals>
Appropriation of Surplus
Proposal 1:
Election of Eight (8) Directors
Proposal 2:
Election of One (1) Audit & Supervisory Board Member
Proposal 3:<Shareholder Proposals>
Amendments to Articles of Incorporation Pertaining to Sale of Strategic Shares
Proposal 4:
Appropriation of Surplus
Proposal 5:
Details of each Proposal are described in the attached Reference Documents for the General Meetingof Shareholders.

-1-Instructions for the Exercise of Voting Rights

If you are attending the meeting
Exercise of voting rights by attending the meeting
Date and time: Wednesday, June 26, 2019 at 10:00 a.m. Japan time
Please submit the enclosed Voting Rights Exercise Form at the reception desk. You are asked to bringthis Notice of Convocation with you for the means of resource-saving.
If you are unable to attend the meeting
Exercise of voting rights in writing
Deadline: 5:15 p.m. on Tuesday, June 25, 2019 (time of receipt)
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form andreturn it by mail so that it is received by the deadline.
Exercise of voting rights over the Internet, etc.
Deadline: 5:15 p.m. on Tuesday, June 25, 2019
Please access the voting website (https://www.web54.net) and enter your vote for or against the
proposals by the deadline by following the instructions on the screen.
For details, please refer to the following page.
Of the documents required to be appended to this Notice of Convocation as attachments, the following
matters have been posted on the Company’s website (http://www.asanuma.co.jp/) in accordance withlaws and regulations and Article 16 of the Articles of Incorporation of the Company, and are therefore
not included in the attached documents.
(1) Notes to the Consolidated Financial Statements(2) Notes to the Non-consolidated Financial Statements
The Consolidated Financial Statements and the Non-consolidated Financial Statements included in theattachment to this Notice of Convocation, constitutes a part of the documents audited by the Audit &Supervisory Board Members and the Accounting Auditor in the preparation of the audit report andaccounting audit report, respectively.
◎ Should matters to be described in the Reference Documents for the General Meeting of Shareholders andthe attached documents (Business Report, Non-consolidated Financial Statements and Consolidated
Financial Statements) require revisions, the revised versions will be posted on the Company’s website(http://www.asanuma.co.jp/).
◎-2-

Reference Documents for the General Meeting of Shareholders<Company Proposals (Proposals No. 1 to No. 3)>
Proposals and References
Proposal 1:

Appropriation of Surplus

The Company considers the return of profits to shareholders as one of its most important management
initiatives, and to this end, maintains a basic policy of allocating dividends in line with its businessperformance by developing new technologies that are necessary for the future expansion of the business,while striving to sustain and reinforce the Company’s competitiveness.
With regard to the year-end dividend, the Company has taken various factors into consideration,
including its financial condition and business performance. Therefore, the Company proposes to pay forthe fiscal year ended March 31, 2019 a year-end dividend of ¥153 per share.

(1) Type of dividend property
Cash(2) Allotment of dividend property and the aggregate amount¥153 per common share of the Company
Aggregate amount of dividends will be ¥1,233,523,791.
(3) Effective date of dividends of surplus
June 27, 2019-3-

Proposal 2:

Election of Eight (8) Directors

The terms of office of all eight (8) Directors will expire at the conclusion of this year’s Annual General
Meeting of Shareholders.
Accordingly, the Company proposes the election of eight (8) Directors, including two (2) new candidates
and the addition of one (1) Outside Director for the purpose of ensuring the transparency of corporate
management and further enhancing corporate governance.
If this Proposal is approved as originally proposed, more than one third of the Directors of the Company
will be independent officers.
The candidates are as follows:
No.

Positions and responsibilities at
the Company

Attendance atBoard of Directors’
meeting

Representative President, C.E.O.

13 out of 13(100%)Name

1

Reappointment

Makoto Asanuma

Representative Director, Senior
Managing Officer, Officer incharge of President’s Office andOverseas Operations
Director, Senior Managing
Officer, Officer in charge of
Building Construction
Headquarters
Managing Officer, Officer incharge of Civil Construction
Headquarters

17 out of 17(100%)

2

Reappointment

Morio Yamakoshi

3

Reappointment

Yukihiro Ueshiba

4

New appointment

Kazuhiro Moriyama

5

Reappointment

Yuichi Tateishi

Director, stationed at Tokyo

17 out of 17(100%)

Hiroyasu Saito

Director

15 out of 17(88%)

Masafumi Fukuda

Director

17 out of 17(100%)

Miwako Funamoto

-

6

7

8

Reappointment
Outside Director
Independent Officer
Reappointment
Outside Director
Independent Officer
New appointment
Outside Director
Independent Officer-4-

13 out of 13(100%)

-

-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
April 1996
June 2009
April 2015

1

[Reappointment]

April 2016

Makoto Asanuma(April 18, 1972)

April 2018
June 2018

Joined the Company
Assistant General Manager in charge of President’s Office,General Manager, General Affairs Division
Executive Officer, Officer in charge of Renovation Division,
General Manager, Renovation Marketing & Sales Division,
Tokyo Main Office
Executive Officer, General Manager, Marketing & Sales
Promotion Office, Building Construction Headquarters, incharge of Renovation and Real Estate
Executive Vice President, Officer in charge of Building
Construction Headquarters
Representative President, C.E.O. (to present)

Number ofshares of theCompany held

137,388[Significant concurrent positions]・Representative Director and President, ASANUMA TATEMONO K.K.
・Chairman, Asanuma Construction Ltd., International[Reason for nomination as candidate for Director]
Mr. Asanuma has been nominated as a candidate for Director for his background as set forth above and with his extensive
experience in corporate management acquired through his years as Representative Director of the Company.
Note:

No.

There are no special interests between the Company and Mr. Asanuma.

Name(Date of birth)

Past experience, positions
and significant concurrent positions
June 2002

2

Note:

Number ofshares of theCompany held

Joined Sumitomo Mitsui Banking Corporation
General Manager, Shinjuku Corporate Banking Dept. II
June 2003
Senior Manager, Tokyo Head Office
April 2004
General Manager, Nagoya Corporate Banking Dept. II
April 2006
Senior Manager, Internal Audit Dept.
June 2007
Joined the Company
Executive Officer, in charge of Building Construction Marketing& Sales, Tokyo Main Office
April 2012Managing Officer,
Deputy General Officer in charge of Business Headquarters[Reappointment]
June 2012
Director, Managing Officer,
Deputy Officer in charge of Business Headquarters
2,200
Morio Yamakoshi
January 2013
Director, Managing Officer,(September 3, 1955)
Officer in charge of President’s Office
April 2015
Director, Managing Officer,
Officer in charge of President’s Office and Overseas Operations
April 2017
Director, Senior Managing Officer,
Officer in charge of President’s Office and Overseas Operations
June 2018
Representative Director, Senior Managing Officer,
Officer in charge of President’s Office and Overseas Operations(to present)[Significant concurrent positions]
Director, SINGAPORE PAINTS & CONTRACTOR PTE. LTD.
[Reason for nomination as candidate for Director]
Mr. Yamakoshi has been nominated as a candidate for Director for his background as set forth above and with recognition
to his management experience and insight, acquired through his career in a financial institution, along with the fact that hehas extensive knowledge in overall operations, mainly within the Company’s Main Office and its Overseas Operations.
There are no special interests between the Company and Mr. Yamakoshi.

-5-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

April 1974
April 2013

3

Note:

No.

Joined the Company
General Manager, Building Construction Department, Osaka
Main Office
April 2015
Executive Officer, Deputy Officer in charge of Osaka Main
Office (in charge of Building Construction)[Reappointment]
April 2017Managing Officer, Officer in charge of Osaka Main Office
April 2018
Managing Officer, Officer in charge of Osaka Main Office,900
Yukihiro Ueshiba
Deputy Officer in charge of Building Construction Headquarters(April 8, 1955)
June 2018
Director, Managing Officer, Officer in charge of Osaka Main
Office, Deputy Officer in charge of Building Construction
Headquarters
April 2019
Director, Senior Managing Officer, Officer in charge of Building
Construction Headquarters (to present)[Reason for nomination as candidate for Director]
Mr. Ueshiba has been nominated as a candidate for Director for his background as set forth above and because he has
extensive experience in overall operations and management, mainly within the building construction business of theCompany’s Osaka Main Office.
There are no special interests between the Company and Mr. Ueshiba.

Name(Date of birth)

Past experience, positions
and significant concurrent positions
April 1974
April 2012

4

Note:

Number ofshares of theCompany held

Joined the Company
General Manager, Civil Engineering Division, Osaka Main
OfficeApril 2014
Deputy Officer in charge of Osaka Main Office (in charge of[New appointment]
Civil Engineering)
General Manager, Civil Engineering Division, Osaka Main
1,700
OfficeKazuhiro Moriyama
April 2015
Deputy Officer in charge of Civil Construction Headquarters(June 2, 1955)
April 2016
Executive Officer, Deputy Officer in charge of Civil
Construction Headquarters
April 2018
Managing Officer, Officer in charge of Civil Construction
Headquarters (to present)[Reason for nomination as candidate for Director]
Mr. Moriyama has been nominated as a candidate for Director for his background as set forth above and because he has
extensive experience in overall operations and management, mainly within the Company’s civil construction business.
There are no special interests between the Company and Mr. Moriyama.

-6-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

April 1980
April 2012

5

Note:

No.

Joined the Company
General Manager, Building Construction Department, Tokyo
Main Office
January 2016
Deputy General Manager of Tokyo Main Office[Reappointment](in charge of Building Construction)
April 2016
Managing Officer, Officer in charge of Tokyo Main Office409
June 2017
Director, Managing Officer, Officer in charge of Tokyo Main
Yuichi Tateishi
Office(December 26, 1955)
April 2018
Director, Managing Officer, Officer in charge of Tokyo Main
Office, Deputy Officer in charge of Building Construction
Headquarters
April 2019
Director, stationed at Tokyo (to present)[Reason for nomination as candidate for Director]
Mr. Tateishi has been nominated as a candidate for Director for his background as set forth above and because he has
extensive experience in overall operations and management, mainly within the building construction business of theCompany’s Tokyo Main Office.
There are no special interests between the Company and Mr. Tateishi.

Name(Date of birth)

Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

April 1970
June 1995
June 1998
March 2004
April 2004

6

Notes:

Joined NHK (Japan Broadcasting Corporation)
News Commentator
Chief News Commentator
Retired from NHK
Visiting Professor, Tokyo University of Agriculture and[Reappointment]
Technology, Graduate School[Outside Director]
March 2005
Retired from position of Visiting Professor, Tokyo University of[Independent
Agriculture and Technology, Graduate School
Officer]
April 2005
Professor, College of Humanities and Director,
Media Education Center, Chubu University
Hiroyasu Saito
March 2015
Retired from position of Professor, College of Humanities andDirector, Media Education Center, Chubu University(March 17, 1947)
June 2015
Specialist Committee Member,
NHK Global Media Services, Inc.
June 2016
Outside Director of the Company (to present)
September 2017 Retired from position of Specialist Committee Member,
NHK Global Media Services, Inc.
September 2017 Journalist (to present)[Reason for nomination as candidate for Outside Director and reason why the Company has determined that he is capableof properly performing duties as Outside Director]
Mr. Saito has been nominated as a candidate for Outside Director for his background as set forth above, and because theCompany believes that his extensive knowledge, expertise and experience as a journalist would be beneficial to ensuring
the legality of business execution of the Company, even though he has no experience in being directly involved in company
management.
1. There are no special interests between the Company and Mr. Saito.
2. Mr. Saito will have served as an Outside Director of the Company for three years at the conclusion of this year’s Annual
General Meeting of Shareholders.
3. The Company has concluded a limitation of liability agreement with Mr. Saito to limit his liability to the amountstipulated by laws and regulations so that he may fully perform his duties as Outside Director.
4. The Company has designated Mr. Saito as an Independent Officer and has notified the Tokyo Stock Exchange as such.

-7-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

April 1971

7

Notes:

No.

Joined the Ministry of Construction (current Ministry of Land,
Infrastructure, Transport and Tourism)
October 1999
Director-General, Shikoku Region Construction Bureau (current
Shikoku Regional Development Bureau, Ministry ofConstruction)[Reappointment]
November 2001 Director, Water Resources Development Public Corporation[Outside Director](current Japan Water Agency)[Independent
May 2008
Head Director, Shikoku Kensetsu Kosaikai Inc Association
Officer](Shikoku Create Association)
Masafumi Fukuda June 2017
Advisor, Shikoku Kensetsu Kosaikai Inc Association (Shikoku(August 25, 1944)
Create Association) (to present)
June 2017
Outside Director of the Company (to present)[Significant concurrent positions]
・Advisor, Shikoku Kensetsu Kosaikai Inc Association (Shikoku Create Association)
・Visiting Professor emeritus, Kochi University of Technology[Reason for nomination as candidate for Outside Director and reason why the Company has determined that he is capableof properly performing duties as Outside Director]
Mr. Fukuda has been nominated as a candidate for Outside Director for his background as set forth above, and because theCompany believes that his extensive knowledge, expertise and experience acquired from having been involved in theconstruction field for many years would be beneficial to ensuring the legality of business execution of the Company, eventhough he has no experience in being directly involved in company management.
1. There are no special interests between the Company and Mr. Fukuda.
2. Mr. Fukuda will have served as an Outside Director of the Company for two years at the conclusion of this year’s Annual
General Meeting of Shareholders.
3. The Company has concluded a limitation of liability agreement with Mr. Fukuda to limit his liability to the amountstipulated by laws and regulations so that he may fully perform his duties as Outside Director.
4. The Company has designated Mr. Fukuda as an Independent Officer and has notified the Tokyo Stock Exchange as such.

Name(Date of birth)[New appointment][Outside Director][Independent
Officer]8

Notes:

Past experience, positions
and significant concurrent positions
February 2014
April 2015

Number ofshares of theCompany held

Admitted to the bar
Joined Risolute Law Office (to present)
Committee Member, Special Committee on Tax Matters, Tokyo
Bar Association (to present)-

Miwako Funamoto(July 30, 1979)[Reason for nomination as candidate for Outside Director and reason why the Company has determined that she is capableof properly performing duties as Outside Director]
Ms. Funamoto has been nominated as a candidate for Outside Director for her background as set forth above and because
the Company believes that her expert knowledge as an attorney-at-law and abundant experience in corporate legal affairs
would be beneficial to ensuring the legality of business execution of the Company, even though she has no experience inbeing directly involved in company management.
1. There are no special interests between the Company and Ms. Funamoto.
2. The Company plans to conclude a limitation of liability agreement with Ms. Funamoto to limit her liability to theamount stipulated by laws and regulations so that she may fully perform her duties as Outside Director.
3. The Company plans to designate Ms. Funamoto as an Independent Officer under the provision set forth by the Tokyo
Stock Exchange if she is elected as Outside Director.

-8-

Proposal 3:

Election of One (1) Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member Ichiro Koda will expire at the conclusion ofthis year’s Annual General Meeting of Shareholders. Accordingly, the election of one (1) Audit &Supervisory Board Member is proposed.
The Audit & Supervisory Board has previously given its approval to this proposal.
The candidate is as follows:
Name(Date of birth)

Past experience, positions
and significant concurrent positions

Joined the Company
General Manager, Information Systems Office, Head Office
General Manager, Auditing Office
Yuichi Sasaki
General Manager, Compliance Office(February 7, 1961)
April 2018
General Manager, Compliance Office (to present)[Reason for nomination as candidate for Audit & Supervisory Board Member]
Mr. Sasaki has been nominated as a candidate for Audit & Supervisory Board Member for his background as set forth above andbecause he has extensive experience in risk management of overall operations and management, mainly within the audit andcompliance segments of the Company.
Note:
There are no special interests between the Company and Mr. Sasaki.
[New appointment]

April 1983
April 2008
October 2015

Number ofshares of theCompany held

-9-

<Shareholder Proposals (Proposals No. 4 to No. 5)>
Proposals No. 4 to No. 5 were submitted by two shareholders (hereinafter referred to as “Proposing
Shareholders”).
The Proposals submitted by Proposing Shareholders and outline thereof are organized per Proposal anddescribed as they are.
Proposal 4: Amendments to Articles of Incorporation Pertaining to Sale of Strategic Shares
1. Details of Proposal
Newly establish the following chapter and article in the current Articles of Incorporation.
Chapter 7 Sale of Strategic Shares
Article 34 (Sale of Strategic Shares)
The strategic shares recognized on the balance sheet as of the effective date of the amendment to add this
Article to the Articles of Incorporation shall be promptly sold within the three fiscal years from the 85th to
87th fiscal year.
2. Reason for Proposal
The Company held 59 issues of strategic shares in the amount of 9,004 million yen recognized on thebalance sheet as of the end of March 2018.
According to the Company’s securities report submitted as of June 28, 2018, the issuer companies of
those strategic shares are the business partners of the Company, and the purpose of such shareholdings is
explained as “for strengthening friendly relations with business partners” and “for strengthening business
relationships.” It is hard to believe that strengthening friendly relations with those business partners will
increase shareholder value of the Company, and moreover, it is difficult to understand why suchshareholdings will lead to strengthening business relationships.
Such strategic shareholdings mean that the Company holds those shares as a stable shareholder,cooperating with the self-protection of the directors of those issuer companies. It is not appropriate to use theCompany’s important capital entrusted by shareholders for such inappropriate purposes, i.e., cooperation
with the self-protection of the directors of other companies and leave the capital dormant as strategic shares,
or non-performing assets; efficient utilization of capital should be pursued.
The Company should promptly sell all strategic shares currently held and use the proceeds from such saleto increase shareholder value of the Company. More specifically, the Company shall sell those strategic
shares within the next three fiscal years including the current fiscal year.
Opinion of the Board of Directors
The Board of Directors of the Company opposes this Proposal.
The Company acquired strategic shares based on the resolution by the Board of Directors in order tostrengthen friendly relations with business partners and holds such strategic shares in the amount of 9,442
million yen (book value) as of the end of March 2019. Under such circumstances, the Company makes it apolicy to reduce the strategic shares based on the “Criteria for Determining Appropriateness of Holding
Listed Shares” if the benefits of such shareholdings, including the dividend yield to investment in theimmediately preceding fiscal year, are lower than the cost of capital as of the end of said fiscal year. With
respect to the verification of individual strategic shareholdings, the Company verifies whether those sharesshould be continuously held or sold at the regular meeting of the Board of Directors held at the beginning ofeach fiscal year by specifically examining the appropriateness of such shareholdings, comprehensively
taking the economic reasonableness into account, as well as by applying said Criteria.
During the fiscal year ended March 31, 2019, the Company sold shares held for which the benefits were
not in line with the cost of capital and appropriated the proceeds to the fund to purchase treasury shares (thetotal number and cost of treasury shares purchased were 313,600 shares and 999,933,700 yen, respectively).
The Company believes that making a reasonable decision on the appropriateness of shareholdings dependingon specific circumstances will contribute to enhancing the Company’s corporate value.
Based on the above, the Board of Directors of the Company judges that this Proposal, i.e., amendment to
the Articles of Incorporation to require the sale of strategic shares within the three fiscal years from the 85th
to the 87th fiscal year, neither corresponds to the aforementioned policy nor does it contribute to enhancing
the Company’s corporate value.

- 10 -

Proposal 5: Appropriation of Surplus
1. Details of Proposal(1) Type of dividend property
Cash(2) Allotment of dividend property and the aggregate amount
Pay the amount of dividend per common share that is obtained by deducting from 386 yen the amount ofdividend per common share (hereinafter referred to as the “Company-proposed Amount of Dividend”) basedon the proposal for disposal of surplus which is proposed by the Board of Directors of the Company andapproved at the 84th Annual General Meeting of Shareholders (hereinafter referred to as the “Company’s
Proposal for Appropriation of Surplus”), in addition to the Company-proposed Amount of Dividend.
If the amount obtained by rounding off the decimal point of the amount of profit per share for the 84th
fiscal year (hereinafter referred to as “Actual EPS”) is not 386 yen, the aforementioned 386 yen shall be
replaced with the Actual EPS.
It should be noted that the total amount of dividend will be the amount obtained by multiplying the
aforementioned amount of dividend per common share by the number of shares subject to dividends as ofMarch 31, 2019.
(3) Effective date of dividends of surplus
Day after the date of the 84th Annual General Meeting of Shareholders which will be held in June 2019
It should be noted that, if the Company’s Proposal for Appropriation of Surplus is submitted at the 84th
Annual General Meeting of Shareholders, this Proposal shall be submitted independently from, compatible
with and in addition to such Company’s Proposal.
2. Reason for Proposal
The “386 yen” described in “No. 2 Details of Proposal, 3. Appropriation of Surplus” is the Company’s
most recent forecast of profit per share as of April 18, 2019. This is a proposal that aims at the distribution of
all profit for the fiscal year, or a dividend payout ratio of 100%, regardless of the amount of dividend pershare proposed by the Company.
The Company’s equity ratio was 34.0% as of the end of March 2018, having risen to the highest levelever on an annual reporting basis. Considering together with the fact that the Company discloses theThree-Year Medium-Term Plan in which the equity ratio is planned to be further enhanced as mentioned
above, the ROE is expected to decrease in the future if the Company’s profit continues to remain at the level
equivalent to those of past years.
Furthermore, the Company not only intends to further build up the equity ratio but also owns cash andsimilar assets at the sufficient level as mentioned above, i.e., approximately 24.0 billion yen in cash anddeposits, approximately 9.3 billion yen in investment securities and approximately 11.8 billion yen ininterest-bearing debt as of the end of December 2018.
The Company does not need to reserve any more funds within it; it will only reduce ROE if the Company
builds up more equity. The Company should significantly increase the dividend of surplus, as the return ofsurplus funds to shareholders will increase shareholder value and thus improve the share price.
It should be noted that the appropriation of surplus proposed this time will, even if implemented, notsignificantly change the level of the Company's equity and cash and deposits as of the end of the previous
fiscal year because the total amount of dividend proposed is within the profit for the current fiscal year,
leaving the Company's financial position sound and stable.
For more detailed explanation of the above Proposal, see https://proposal-for-asanuma-from-sc.com/ or
the special site link https://stracap.jp/ in the upper right of the Strategic Capital Inc. website.
Opinion of the Board of Directors
The Board of Directors of the Company opposes this Proposal.
With respect to the distribution of profit, the Company, as its basic policy of shareholder return, considers
the return of profits to shareholders as one of the most important initiatives, and to this end, maintains a basic
policy of allocating dividends in line with its business performance by developing new technologies that arenecessary for the future expansion of the business, while striving to sustain and reinforce the Company’scompetitiveness.
The Company paid no dividend for three consecutive fiscal years from the fiscal year ended March 31,
2012 due to deteriorating business performance, whereas it resumed dividend payment in the fiscal year
ended March 31, 2015 while improving its financial position so as not to worry shareholders, and determined- 11 -

the dividend of 16 yen per common share (160 yen on a post-share-consolidation basis) and the consolidated
dividend payout ratio of 25.7% in the fiscal year ended March 31, 2018.
Then, the Company, after having achieved a certain level of improvement in its financial position,
proposed the dividend of 153 yen per common share (consolidated dividend payout ratio of 30.3%) for the
fiscal year ended March 31, 2019, which was increased from the initial plan (i.e., 100 yen per share,
consolidated payout ratio of 25.9%).
Furthermore, the Company will revise the shareholder return policy (consolidated dividend payout ratioof 30% or more in FY2020) disclosed in the Three-Year Medium-Term Plan (covering FY2018 to FY2020)and further improve the dividend payout ratio, aiming at “30% or more in FY2018, 40% or more in FY2019
and 50% or more in FY2020.”
With regard to the utilization of funds held, funds generated from annual profits, etc., moreover, theCompany plans in the Three-Year Medium-Term Plan to “invest 20.0 billion yen in technology and research,
ICT, concession business and overseas business and for switching payment to subcontractors to cash.” The
Company believes that such utilization of funds is essential to increase the corporate value in the medium tolong term and to stably and continuously return achievements to shareholders. It should be noted that, in
FY2018, the first year of said Plan, the Company invested approximately 12.0 billion yen of funds intechnology and research, ICT and overseas M&As and for switching the payment to subcontractors to cash.
Therefore, the Board of Directors of the Company judges that this Proposal, which substantially seeks a
100% dividend payout of the profit attributable to owner of parent, neither conforms to the Company’s basic
policy of shareholder return or future capital utilization policy nor does it contribute to enhancing theCompany’s corporate value in the medium to long term.
End of document- 12 -