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 1, 2022
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 87TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We would like to inform you that the 87th Annual General Meeting of Shareholders of Asanuma
Corporation (the “Company”) will be held as described below.
In light of the number of seats available being limited to ensure social distance, we request thatshareholders please consider not attending this General Meeting of Shareholders. Instead of attending themeeting in person, you can exercise your voting rights in advance in writing or via the Internet, etc. Please
review the attached Reference Documents for the General Meeting of Shareholders below and exercise yourvoting rights by 5:15 p.m. on Tuesday, June 21, 2022, Japan time.
1. Date and Time:

Wednesday, June 22, 2022 at 10:00 a.m. Japan time

2. Place:

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

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
87th Fiscal Year (April 1, 2021 - March 31, 2022) and results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Audit& Supervisory Board
2. Non-consolidated Financial Statements for the Company’s 87th Fiscal Year
(April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Nine (9) Directors
Proposal 3:
Election of One (1) Audit & Supervisory Board Member
Proposal 4:
Election of One (1) Substitute Audit & Supervisory Board Member
Proposal 5:

-1-

◎

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 (https://www.asanuma.co.jp/) in accordance withlaws and regulations and Article 16 of the Articles of Incorporation, and are therefore not included in theattached documents.
(1) “The Systems to Ensure the Appropriateness of Operations and Outline of the Operational Status of the
Systems” in the Business Report(2) “Consolidated Statements of Changes in Net Assets” and “Notes to the Consolidated Financial
Statements” in the Consolidated Financial Statements(3) “Non-consolidated Statements of Changes in Net Assets” and “Notes to the Non-consolidated Financial
Statements” in the Non-consolidated Financial Statements
The attachment to this Notice of Convocation and the above-mentioned documents posted on the Company’s
website are the documents audited by the Audit & Supervisory Board Members and the Accounting Auditor
in the preparation of the audit report and accounting 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(https://www.asanuma.co.jp/).

Request and Notice to Shareholders
In order to prevent the spread of the novel coronavirus (COVID-19), we request your understanding andcooperation with regard to the following.
In light of the number of seats available being limited, we request that you please consider not attending thismeeting, and encourage you to exercise your voting rights in advance in writing or via the Internet, etc.
Shareholders attending the meeting in person are requested to pay close attention to the situation of infection
and their own physical condition in the days approaching the meeting and take suitable precautions to prevent
infection, such as wearing masks.
An announcement will be made on the Company’s website if future circumstances arise that require majorchanges in the operation of the General Meeting of Shareholders and new measures are taken to prevent
infection and the spread thereof. Please be sure to check the Company’s website upon attending.
https://www.asanuma.co.jp/
On the day of the General Meeting of Shareholders, all proceedings, including the Business Report and
Q&A session, will be streamed live via the Internet.

-2-

Instructions for the Exercise of Voting Rights

Exercise of voting rights in writing
Deadline: 5:15 p.m. on Tuesday, June 21, 2022 (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 21, 2022
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.
If exercising voting rights using a smartphone, please use “Smart Exercise.”
For details, please refer to page 5 of the Japanese version.
* If a voting right is exercised both in writing and via the Internet, etc., we will consider the Internet vote tobe the valid vote. If a voting right is exercised multiple times via the Internet, etc., we will consider the lastvote to be the valid vote.
If you are attending the meeting
Exercise of voting rights by attending the meeting
Date and time: Wednesday, June 22, 2022 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 as a means of resource-saving.

-3-

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

Appropriation of Surplus

The Company considers the return of profits to shareholders as one of its most important management
initiatives, and to this end, maintains a basic policy of allocating dividends in line with its businessperformance by developing new technologies that are necessary for the future expansion of the business,while striving to sustain and reinforce the Company’s competitiveness.
With regard to the year-end dividend, the Company has taken various factors into consideration,
including its financial condition and business performance. Therefore, the Company proposes to pay forthe fiscal year ended March 31, 2022 a year-end dividend of ¥363 per share.

(1) Type of dividend property
Cash(2) Allotment of dividend property and the aggregate amount¥363 per common share of the Company
Aggregate amount of dividends will be ¥2,929,546,488.
(3) Effective date of dividends of surplus
June 23, 2022

-4-

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for the proposal
The revised stipulations in the proviso of Article 1 of the supplementary provisions of the “Act Partially
Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022 in accordancewith Cabinet Order No. 334 of 2021. In preparation for the implementation of the measures for electronic
provision of materials for general meetings of shareholders, the Company proposes to newly establish theprovision (Article 16 of the proposed amendments) which stipulates that information of the Reference
Documents for General Meeting of Shareholders, etc., which are equivalent to materials for general meetingsof shareholders, shall be provided electronically, and that part of the matters to be described may be omitted
from the documents to be delivered to shareholders who request the provision of physical documents upon
the electronic provision measures.
Additionally, as the Article 16 of the current Articles of Incorporation concerning disclosure of theReference Documents for General Meeting of Shareholders, etc. via the Internet will no longer be necessary
due to the implementation of the measures for electronic provision of materials for general meetings ofshareholders, these shall be deleted.
Furthermore, the Company will establish supplementary provisions for transitional measures inconnection with the above amendments and review the descriptions in part of the current Articles ofIncorporation.
2. Contents of the amendments
The contents of the amendments are as follows.
(Underlines indicate amended sections.)
Proposed amendments(Unchanged)

Current Articles of Incorporation
Article 1(Omitted)

Article 1

Article 2 (Purpose)
The purpose of the Company shall be toengage in the following businesses:
1.-5.
(Omitted)
6. Power generation and sale of electricity;
7.-17.
(Omitted)

Article 2 (Purpose)
The purpose of the Company shall be toengage in the following businesses:
1.-5.
(Unchanged)
6. Power generation and sale of electricity;
7.-17.
(Unchanged)

Article 3-15

Article 3-15

(Omitted)(Unchanged)

Article 16 (Internet Disclosure of Reference
Documents, etc. for General Meeting of
Shareholders)
The Company may use the Internet todisclose information to shareholders
relating to matters to be described orindicated in the Reference Documents for
the General Meeting of Shareholders,
Non-consolidated Financial Statements,
Consolidated Financial Statements, andBusiness Report, via the Internet inaccordance with the provisions provided in
the Ordinance of the Ministry of Justice.

(Deleted)(Newly established)

Article 16 (Measures for Electronic Provision ofReference Documents for General
Meeting of Shareholders)
In the convocation of general meetings ofshareholders, the Company shall provide
electronically information that is thecontent of Reference Documents for
General Meeting of Shareholders, etc.

-5-Current Articles of Incorporation

Article 17-33(Omitted)(Newly established)

Proposed amendments(2) Of the matters to which electronic
provision measures apply, the Company
may choose not to record all or part ofmatters stipulated in the Ordinance of the
Ministry of Justice in the physicaldocuments provided to shareholders who
made requests for provision of physicaldocuments by the record date for voting
rights.
Article 17-33(Unchanged)

Supplementary Provisions (Transitional Measuresconcerning Measures for Electronic Provision ofMaterials for General Meetings of Shareholders)
The amendments in Article 16 shall takeeffect from September 1, 2022.
(2) Notwithstanding the provisions of theprevious paragraph, Article 16 of the
Articles of Incorporation before thechange shall remain valid for general
meetings of shareholders held before
February 28, 2023.
(3) These supplementary provisions shall bedeleted on March 1, 2023 or the day
which three months have elapsed since
the day of the general meeting ofshareholders in the previous paragraph,
whichever is later.

(Reference)
At a meeting of the Board of Directors held on March 31, 2022, the Company resolved to conduct a2-for-1 stock split of the common stock of the Company held by shareholders recorded in the register ofshareholders as of July 31, 2022, with an effective date of August 1, 2022. As a result, the total number ofshares authorized to be issued as stipulated in Article 6 of the Company’s Articles of Incorporation waschanged from twenty-nine million three hundred fifty-six thousand five hundred (29,356,500) shares tofifty-eight million seven hundred thirteen thousand (58,713,000) shares effective August 1, 2022, in
accordance with the provisions of Article 184, Paragraph 2 of the Companies Act.

-6-

Proposal 3:

Election of Nine (9) Directors

The terms of office of all nine (9) Directors will expire at the conclusion of this year’s Annual General
Meeting of Shareholders. Accordingly, the Company proposes the election of nine (9) Directors.
The Company will appoint six (6) Inside Directors (Directors other than Outside Directors), while it will
appoint three (3) Independent Outside Directors. If this Proposal is approved as originally proposed, morethan one third of the Directors of the Company will be Independent Outside Directors.
In order to ensure the transparency and fairness of the decision-making process, the Proposal has been
determined by resolution of the Board of Directors following deliberations by the Nomination andCompensation Committee, which is composed of a majority of Independent Outside Directors and chairedby the Lead Independent Outside Director.
Composition of the Board of Directors of the Company
The Company endeavors to appoint Directors so that the composition of the Board of Directors is
well-balanced as a whole between knowledge, experience and competence, and at the same time, achieves
both diversity and appropriate size.
The composition of Inside Directors and Independent Outside Directors is as follows:
Composition of Inside Directors
The Company has established a structure which is laid out in the Internal Rules of the Nomination andCompensation Committee to appoint six (6) Inside Directors consisting of Officer in charge of Building
Construction Headquarters who is responsible for building construction segments, Officer in charge of Osaka
Main Office who is responsible for building construction segments administered by Osaka Main Office,
Officer in charge of Tokyo Main Office who is responsible for building construction segments administeredby Tokyo Main Office, Officer in charge of Civil Construction Headquarters who is responsible for civil
construction segments, Officer in charge of President’s Office who is responsible for administration segments,
alongside Representative President.
Composition of Independent Outside Directors
For the purpose of ensuring the transparency of corporate management and enhancing corporate
governance, the Company has established a structure which is laid out in the Internal Rules of the Nomination
and Compensation Committee to appoint three (3) Independent Outside Directors, and more than one third of
the Directors of the Company are Independent Outside Directors. In addition, the Company has appointed one(1) Director who has management experience at other companies.
There is one (1) female Director.
Other Initiatives by the Company
The Company has adopted a policy to continue to reduce strategic shares and verifies the appropriatenessof shareholdings of each individual issue at the regular meeting of the Board of Directors held at the
beginning of each fiscal year. The balance of strategic shares was 17.6% of the Company’s consolidated net
assets at the end of March 2020, 13.3% at the end of March 2021, and 8.8% at the end of March 2022,
respectively.
For the purpose of actively addressing sustainability-related issues, the Company has established theSustainability Promotion Committee, which is chaired by the C.E.O., under the Board of Directors. In
particular, the Company collects and analyzes necessary data on the impact of climate change-related risks
and opportunities on the Company’s business activities, profitability, etc., and, in order to enhance the quality
and quantity of disclosures, has expressed its endorsement for the recommendations of the Task Force on
Climate-related Financial Disclosures (TCFD) and has enhanced disclosures based on the TCFD.
In addition, the Company presents their voluntary and measurable goals related to the promotion of corehuman resources such as women, foreign nationals, and midcareer hires, and discloses their status in turn.

-7-

The candidates for Directors are as follows:
No.

Name

Positions andResponsibilities at theCompany1

MakotoAsanuma

Representative President,
C.E.O.

2

Morio
Yamakoshi

3

Yukihiro
Ueshiba4

KazuhiroMoriyama

5

AkihiroToyota6Masahiro
Fujisawa

Representative Director,
Senior Managing Officer,
Officer in charge of
President’s Office andOverseas Operations
Director, Senior Managing
Officer, Officer in chargeof Building Construction
Headquarters
Director, Senior Managing
Officer, Officer in chargeof Civil Construction
Headquarters
Director, Managing
Officer, Officer in chargeof Osaka Main Office,Deputy Officer in charge of
Building Construction
Headquarters
Director, Managing
Officer, Officer in chargeof Tokyo Main Office,Deputy Officer in charge of
Building Construction
Headquarters

Membershipin Nomination
andCompensation
Committee

Attendanceat Board of
Directors’
meeting

Attributes

Years
served as
Director

17 out of 17

Reappointment
Male

4

◯

17 out of 17

Reappointment
Male

10

◯

17 out of 17

ReappointmentMale

4

17 out of 17

ReappointmentMale

3

17 out of 17

ReappointmentMale2

17 out of 17

Reappointment
Male

2

7

Masafumi
FukudaDirector

17 out of 17

8

MiwakoFunamoto

Director

17 out of 17

9

TakuyaMorikawa

Director

17 out of 17

Reappointment
Outside Director
Independent
Male
Reappointment
Outside Director
Independent
FemaleReappointment
Outside Director
Independent
Male

Note: “◎” indicates the Chairperson of the Nomination and Compensation Committee.

-8-

5

◎

3

◯

2

◯

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

Corporate
Legal Affairs,
Finance,
Management,
Compliance,
Accounting,Management
Risk
Capital Policy
StrategyManagement

MakotoAsanuma●Morio
Yamakoshi●●

Personnel
Affairs,
Human
Resources

Building
Construction
Business

Civil
Construction
Business

●

●

●

●

●

●

Yukihiro
Ueshiba●

AkihiroToyotaMasahiro
Fujisawa

Technology,
IT

●

●

KazuhiroMoriyama

●

●

●

●

●

●

●
●

Masafumi
Fukuda●MiwakoFunamoto
TakuyaMorikawa

Overseas
Operations

●

●

●

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

-9-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

April 1996
June 2009

1

No.

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,
April 2015
General Manager, Renovation Marketing & Sales Division,
Tokyo Main Office
April 2016
Executive Officer, General Manager, Marketing & Sales
Promotion Office, Building Construction Headquarters, in[Reappointment]
charge of Renovation and Real Estate[Male]
April 2018
Executive Vice President, Officer in charge of Building
139,851
Construction Headquarters
Makoto Asanuma
June 2018
Representative President, C.E.O.
(April 18, 1972)
October 2018
Chairman of the Board, Asanuma Construction Ltd.,International
April 2022
Representative Director and Chairman, ASANUMATATEMONO K.K. (to present)[Significant concurrent positions]・Representative Director and Chairman, ASANUMA TATEMONO K.K.
・Chairman of the Board, 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.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
June 2002

2

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
June 2012
Director, Managing Officer,[Reappointment]
Deputy Officer in charge of Business Headquarters[Male]
January 2013
Director, Managing Officer,
3,957
Officer in charge of President’s OfficeMorio Yamakoshi April 2015
Director, Managing Officer,(September 3, 1955)
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
October 2018
Director, SINGAPORE PAINTS & CONTRACTOR PTE. LTD.
January 2022
Director, EVERGREEN ENGINEERING & CONSTRUCTION
PTE. LTD. (to present)[Significant concurrent positions]・Director, SINGAPORE PAINTS & CONTRACTOR PTE. LTD.
・Director, EVERGREEN ENGINEERING & CONSTRUCTION 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.

- 10 -

No.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

April 1974
April 2013

3

No.

Joined the Company
General Manager, Building Construction Department, Osaka
Main Office
April 2015
Executive Officer, Deputy Officer in charge of Osaka Main
[Reappointment]
Office (in charge of Building Construction)[Male]
April 2017Managing Officer, Officer in charge of Osaka Main Office
April 2018
Managing Officer, Officer in charge of Osaka Main Office,
2,516
Deputy Officer in charge of Building Construction Headquarters
Yukihiro Ueshiba
June 2018
Director, Managing Officer, Officer in charge of Osaka Main
(April 8, 1955)
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.

Name(Date of birth)

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

4

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 ofCivil Engineering)
General Manager, Civil Engineering Division, Osaka Main
[Reappointment]
Office[Male]
April 2015
Deputy Officer in charge of Civil Construction Headquarters
3,216
April 2016
Executive Officer, Deputy Officer in charge of Civil
Kazuhiro Moriyama
Construction Headquarters(June 2, 1955)
April 2018
Managing Officer, Officer in charge of Civil Construction
Headquarters
June 2019
Director, Managing Officer, Officer in charge of Civil
Construction Headquarters
April 2020
Director, Senior 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.

- 11 -

No.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

April 1981
October 2010

5

No.

Joined the Company
General Manager, Marketing & Sales Division, Hiroshima
BranchApril 2013
Deputy Officer in charge of Osaka Main Office(in charge of Marketing & Sales)
November
2014
Deputy Officer in charge of Osaka Main Office[Reappointment](in charge of Marketing & Sales), Building Construction[Male]
Headquarters
1,839
April 2015
Executive Officer, Deputy Officer in charge of Osaka Main
Akihiro Toyota
Office (in charge of Marketing & Sales), Building Construction(February 15, 1959)
Headquarters
April 2019
Managing Officer, Officer in charge of Osaka Main Office,Deputy Officer in charge of Building Construction Headquarters
June 2020
Director, Managing Officer, Officer in charge of Osaka Main
Office, Deputy Officer in charge of Building Construction
Headquarters (to present)[Reason for nomination as candidate for Director]
Mr. Toyota has been nominated as a candidate for Director for his background as set forth above and because he has
extensive experience in overall operations and management, mainly within the building construction business of theCompany’s Osaka Main Office.

Name(Date of birth)

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

6

Number ofshares of theCompany held

Joined the Company
General Manager, Marketing & Sales Section No.3,
Tokyo Main Office
April 2012
General Manager, Marketing & Sales Section No.2 and No.3,
Tokyo Main Office
April 2013
Deputy Officer in charge of Tokyo Main Office(in charge of Building Construction Marketing & Sales),Building Construction Headquarters
April 2016
Executive Officer, Deputy Officer in charge of Tokyo Main
Office (in charge of Building Construction Marketing & Sales),[Reappointment]
Building Construction Headquarters[Male]
April 2018
Executive Officer, Deputy Officer in charge of Building
1,439
Construction Headquarters, General Manager, Marketing &Masahiro Fujisawa
Sales Promotion Office, Building Construction Headquarters
April 2019
Managing Officer, Officer in charge of Tokyo Main Office,(May 15, 1959)
Deputy Officer in charge of Building Construction
Headquarters, General Manager, Marketing & Sales Promotion
Office, Building Construction Headquarters
June 2020
Director, Managing Officer, Officer in charge of Tokyo Main
Office, Deputy Officer in charge of Building Construction
Headquarters, General Manager, Marketing & Sales Promotion
Office, Building Construction Headquarters
April 2021
Director, Managing Officer, Officer in charge of Tokyo Main
Office, Deputy Officer in charge of Building Construction
Headquarters (to present)[Reason for nomination as candidate for Director]
Mr. Fujisawa has been nominated as a candidate for Director for his background as set forth above and because he has
extensive experience in overall operations and management, mainly within the building construction business of theCompany’s Tokyo Main Office.

- 12 -

No.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

April 1971

7

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 of[Reappointment]
Construction)[Outside Director]
November 2001 Director, Water Resources Development Public Corporation[Independent(current Japan Water Agency)
Officer]
May 2008
Head Director, Shikoku Kensetsu Kosaikai Inc Association[Male](Shikoku Create Association)
Masafumi Fukuda June 2017
Advisor, Shikoku Kensetsu Kosaikai Inc Association (Shikoku(August 25, 1944)
Create Association)
June 2017
Outside Director of the Company (to present)[Significant concurrent positions]
・Advisor, Shikoku Kensetsu Kosaikai Inc Association (Shikoku Create Association)[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 he would be able to put forward his points of view at meetings of the Board of Directors from an
independent standpoint, even though he has no experience in being involved in company management in the past except as
an outside director or an outside corporate auditor.
[Expected roles]
The Company believes that Mr. Fukuda would be able to properly fulfill the roles expected of him in order to improve
corporate value, since he has extensive knowledge, expertise and experience acquired from having been involved in theconstruction field for many years.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Admitted to the bar
Joined Risolute Law Office
April 2015
Committee Member, Special Committee on Tax Matters, Tokyo
Bar Association
June 2019
Outside Director of the Company
January 2020
Joined Toranomon Daiichi Law Office (to present)
Miwako Funamoto [Significant concurrent positions]・Attorney-at-law (Toranomon Daiichi Law Office)(July 30, 1979)[Reappointment][Outside Director][Independent
Officer][Female]8

Number ofshares of theCompany held

February 2014-

[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 she would be able to put forward her points of view at meetings of the Board of Directors froman independent standpoint, even though she has no experience in being involved in company management in the past
except as an outside director or an outside corporate auditor.
[Expected roles]
The Company believes that Ms. Funamoto would be able to properly fulfill the roles expected of her in order to improve
corporate value, since she has expertise as an attorney-at-law and extensive experience in corporate legal affairs.

- 13 -

No.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

April 1982
June 2005

9

Joined KOKUYO Co., Ltd.
Director of the Board, KOKUYO Co., Ltd.
Representative Director and President, KOKUYO S&T Co., Ltd.
[Reappointment]
April 2015
Group Senior Executive Officer, KOKUYO Co., Ltd.
[Outside Director]
January 2019
Executive Vice President, Special Officer[Independent
June 2020
Outside Director of the Company
Officer]
April 2021
Representative Director and President, Wakiprintpia Co., Ltd.
[Male]
April 2021
Advisor, NETSQUARE CO., Ltd. (to present)
Takuya Morikawa [Significant concurrent positions](October 7, 1959) ・Representative Director and President, Wakiprintpia Co., Ltd.
・Advisor, NETSQUARE CO., Ltd.
・Outside Director, ITOCHU ENEX CO., LTD. (scheduled to assume office in June
2022)
[Reason for nomination as candidate for Outside Director]
Mr. Morikawa has background as set forth above and has worked for one of the customers of the Company (KOKUYO
Co., Ltd.). However, the transaction value between the two companies is insignificant since the transaction value during themost recent business year is less than 1% of consolidated net sales of both companies. Accordingly, Mr. Morikawa has
been nominated as a candidate for Outside Director because the Company believes that he would be able to put forward his
points of view at meetings of the Board of Directors from an independent standpoint.
[Expected roles]
The Company believes that Mr. Morikawa would be able to properly fulfill the roles expected of him in order to improve
corporate value, since he has extensive knowledge, expertise and experience acquired from having been involved in the
management of major domestic stationery and furniture makers for many years.

[Notes on the candidates for Directors]
1. Special interests between the candidates and the Company
There are no special interests between each of the candidates and the Company.
2. Items related to candidates for Outside Directors
Of the candidates for Directors, Mr. Masafumi Fukuda, Ms. Miwako Funamoto, and Mr. Takuya Morikawa are candidates for
Outside Directors. The Company has designated them as Independent Officers and has notified the Tokyo Stock Exchange as such.
Mr. Fukuda, Ms. Funamoto, and Mr. Morikawa will have served as Outside Director of the Company for five years, three years,
and two years, respectively at the conclusion of this year’s Annual General Meeting of Shareholders.
3. A summary of the limitation of liability agreement between the Company and candidates for Outside Directors
The Company has concluded limitation of liability agreements with candidates for Outside Directors to limit their liability to theamount stipulated by laws and regulations so that they may fully perform their duties as Outside Directors. The Company plans tocontinue the agreements if the candidates are elected as Outside Directors.
4. A summary of the indemnity agreement between the Company and candidates for Directors
The Company has concluded an agreement with each of the candidates for Directors to stipulate that the Company indemnifies
each of them for the costs stipulated in Article 430-2, Paragraph 1, Item (i) of the Companies Act and the losses stipulated in Item(ii) of the same Paragraph to the extent stipulated by laws and regulations. If Proposal 3 is approved as originally proposed, theagreement will continue to be in effect with each of the candidates for Directors.
5. A summary of the directors and officers liability insurance contract that insures candidates for Directors
The Company has concluded a directors and officers liability insurance contract with an insurance company to insure Directors.
The insurance covers any damages that are to be borne by the insured in the event of claims made against them during theinsurance period for actions taken (or inaction) in the course of their duties at the Company.
If the candidates for Directors are elected and assume the office of Director, each of them will be insured under the insurance
contract. In addition, the period of this insurance contract is one (1) year, and the Company intends to renew the insurance contract
with the same content, subject to a resolution by the Board of Directors prior to the expiration of the contract period.

- 14 -

Proposal 4:

Election of One (1) Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member Takashi Ishijima will expire at the conclusionof this 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 approvalto this Proposal. If this Proposal is approved as originally proposed, three out of four (i.e., the majority of)
Audit & Supervisory Board Members of the Company will be Independent Outside Audit & Supervisory
Board Members.
In order to ensure the transparency and fairness of the decision-making process, the Proposal has been
determined by resolution of the Board of Directors following deliberations by the Nomination andCompensation Committee, which is composed of a majority of Independent Outside Directors and chairedby the Lead Independent Outside Director.
The candidate is as follows:
Name(Date of birth)

Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

Joined Arthur Andersen LLPRegistered as a certified public accountant
Co-founded Atstream Consulting Corporation (current Atstream
Corporation) as Director and Partner
July 2013
President, Atstream Corporation
June 2016
Outside Director, DAIKEN MEDICAL CO., LTD.
July 2018
Co-founded Atstream Partners LLC as Representative Partner (topresent)
Hiroshi Daikuya[Significant concurrent positions](July 15, 1968)
・President, Atstream Corporation
・Outside Director, DAIKEN MEDICAL CO., LTD.
[Reason for nomination as candidate for Outside Audit & Supervisory Board Member]
Mr. Daikuya has been nominated as a candidate for Outside Audit & Supervisory Board Member for his background as set forth
above, expertise as a certified public accountant and extensive knowledge and experience in corporate management, and because
the Company believes that he would be able to properly audit the duties of Directors.

[New Appointment][Outside Audit &Supervisory Board
Member][Independent Officer][Male]

Notes:

April 1991
March 1994
July 2001

1. There are no special interests between the Company and Mr. Daikuya.
2. Mr. Daikuya is a candidate for Outside Audit & Supervisory Board Member. The Company has designated him as an
Independent Officer and has notified the Tokyo Stock Exchange as such.
3. If Mr. Daikuya is elected and assumes the office of Outside Audit & Supervisory Board Member, the Company plans toconclude a limitation of liability agreement with him to limit his liability to the amount stipulated by laws andregulations so that he may fully perform his duties as Outside Audit & Supervisory Board Member.
4. If Mr. Daikuya is elected and assume the office of Outside Audit & Supervisory Board Member, the Company plans toconclude an agreement with him to stipulate that the Company indemnifies him for the costs stipulated in Article 430-2,
Paragraph 1, Item (i) of the Companies Act and the losses stipulated in Item (ii) of the same Paragraph to the extent
stipulated by laws and regulations.
5. The Company has concluded a directors and officers liability insurance contract with an insurance company to insure
Audit & Supervisory Board Members. The insurance covers any damages that are to be borne by the insured in the eventof claims made against them during the insurance period for actions taken (or inaction) in the course of their duties at theCompany.
If Mr. Daikuya is elected and assume the office of Audit & Supervisory Board Member, he will be insured under the
insurance contract. In addition, the period of this insurance contract is one (1) year, and the Company intends to renew
the insurance contract with the same content, subject to a resolution by the Board of Directors prior to the expiration of
the contract period.

- 15 -

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

Name

Positions at the Company

Attendanceat Board of
Directors’
meeting

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

Attendance at
Audit &
Supervisory
Board
meetings

Attributes

Years served
as Audit &Supervisory
Board
Member14 out of 14

Reappointment
Male

3

YoshiakiNakagawa

Audit & Supervisory
Board Member

17 out of 17

14 out of 14

TomokoKimuraAudit & Supervisory
Board Member

13 out of 13

10 out of 10

HiroshiDaikuya---- 16 -

Reappointment
Outside Audit &Supervisory Board
MemberIndependent Officer
Male
Reappointment
Outside Audit &Supervisory Board
MemberIndependent Officer
FemaleNew appointment
Outside Audit &Supervisory Board
MemberIndependent Officer
Male

2

1

-

Areas where each Audit & Supervisory Board Member is expected to have expertise (skills matrix)
Name

Corporate
Legal Affairs,
Finance,
Management,
Compliance,
Accounting,Management
Risk
Capital Policy
StrategyManagement

Yuichi
Sasaki

YoshiakiNakagawa

Building
Construction
Business

Civil
Construction
Business

Overseas
Operations

●

●

●

TomokoKimuraHiroshiDaikuya

Personnel
Affairs,
Human
Resources

Technology,
IT

●

●

●

●

●

●

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

- 17 -

Proposal 5:

Election of One (1) Substitute Audit & Supervisory Board Member

In order to prepare for cases where a vacancy results in a shortfall in the number of Audit & Supervisory
Board Members prescribed by laws and regulations, the election of one (1) Substitute Outside Audit &Supervisory Board Member is proposed. The Audit & Supervisory Board has previously given its approvalto this Proposal.
In order to ensure the transparency and fairness of the decision-making process, the Proposal has been
determined by resolution of the Board of Directors following deliberations by the Nomination andCompensation Committee, which is composed of a majority of Independent Outside Directors and chairedby the Lead Independent Outside Director.
The candidate is as follows:
Name(Date of birth)

Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

April 1997

Admitted to the bar
Joined TAKEBAYASHI / HATA / NAKAGAWA /FUKUSHIMA LAW OFFICE[Outside Audit &October 2004
Lecturer, Law School of Kyoto Sangyo University
Supervisory Board
April 2008
Lecturer, Graduate School of Law, Kyoto University
Member]June 2014
Substitute Audit & Supervisory Board Member of the Company[Independent Officer] April 2018
Visiting Professor, Graduate School of Law, Kyoto University[Male]
June 2021
Outside Director who is a Substitute Audit and Supervisory
Committee Member, Shikibo Ltd. (to present)
Ryutaro Takehayashi[Significant concurrent positions](December 10, 1964) ・Attorney-at-law (TAKEBAYASHI / HATA / NAKAGAWA / FUKUSHIMA LAWOFFICE)・Outside Director who is a Substitute Audit and Supervisory Committee Member,
Shikibo Ltd.
[Reason for nomination as candidate for Outside Audit & Supervisory Board Member and reason why the Company has
determined that he is capable of properly performing duties as Outside Audit & Supervisory Board Member]
Mr. Takehayashi has been nominated as a candidate for Outside Audit & Supervisory Board Member for his background as set
forth above, expertise as an attorney-at-law and extensive knowledge and experience in corporate legal affairs, and because theCompany believes that if he assumes the office of Audit & Supervisory Board Member, he would be able to properly audit theduties of Directors, even though he has no experience in being directly involved in company management in the past.
Notes:

1. There are no special interests between the Company and Mr. Takehayashi.
2. Mr. Takehayashi is a candidate for Substitute Outside Audit & Supervisory Board Member. If he assumes the office ofOutside Audit & Supervisory Board Member, the Company plans to designate him as an Independent Officer and notify
the Tokyo Stock Exchange as such.
3. If Mr. Takehayashi assumes the office of Outside Audit & Supervisory Board Member, the Company plans to conclude alimitation of liability agreement with him to limit his liability to the amount stipulated by laws and regulations so that hemay fully perform his duties as Outside Audit & Supervisory Board Member.
4. If Mr. Takehayashi assumes the office of Outside Audit & Supervisory Board Member, the Company plans to conclude
an agreement with him to stipulate that the Company indemnifies him for the costs stipulated in Article 430-2, Paragraph
1, Item (i) of the Companies Act and the losses stipulated in Item (ii) of the same Paragraph to the extent stipulated bylaws and regulations.
5. The Company has concluded a directors and officers liability insurance contract with an insurance company to insure
Audit & Supervisory Board Members. The insurance covers any damages that are to be borne by the insured in the eventof claims made against them during the insurance period for actions taken (or inaction) in the course of their duties at theCompany.
If Mr. Takehayashi assumes the office of Outside Audit & Supervisory Board Member, he will be insured under the
insurance contract. In addition, the period of this insurance contract is one (1) year, and the Company intends to renew
the insurance contract with the same content, subject to a resolution by the Board of Directors prior to the expiration of
the contract period.

End of document- 18 -

Consolidated Financial Statements
Consolidated Balance Sheet(As of March 31, 2022)(Millions of Yen)
Description

AmountASSETS
Current assets
Cash and deposits
Notes receivable, accounts receivablefrom completed construction
contracts and other
Costs on construction contracts inprogress
Other inventories
Accounts receivable - other
Other
Allowance for doubtful accounts

Description

AmountLIABILITIES
73,50013,19354,833
2,202
77

Current liabilities
Accounts payable for construction
contracts
Short-term borrowings
Accounts payable - other
Income taxes payable
Advances received on construction
contracts in progress

34,647
17,174
2,506
786
1,401
4,404

2,660

Suspense receipt of consumption taxes

5,613

560
(27)

Provision for warranties for completed
construction

535

Provision for loss on construction contracts

98

Other
Non-current assets

16,631

Property, plant and equipment

5,653

Bonds payable

1,640

Buildings and structures

3,387

Long-term borrowings

6,532

Land

1,608

Deferred tax liabilities

5

Other

657

Intangible assets

Retirement benefit liability
Other

3,009

Software699

Software in progress

338

Goodwill

Non-current liabilities

2,126

Total liabilities

12,811

4,442
191
47,458NET ASSETS

1,869

Shareholders’ equity

41,415

101

Share capital

9,614

Investments and other assets

7,968

Capital surplus

2,178

Investment securities

4,610

Retained earnings

29,648Retirement benefit asset

1,277

Treasury shares

Deferred tax assets

1,001

Other
Allowance for doubtful accounts

1,633
(553)

Other

Accumulated other comprehensive income

90,132- 19 -

784

Valuation difference on
available-for-sale securities

996

Foreign currency translation adjustment(24)

Remeasurements of defined benefit plans(187)

Non-controlling interests
Total assets

(27)

473

Total net assets

42,673

Total liabilities and net assets

90,132

Consolidated Statement of Income(April 1, 2021 - March 31, 2022)(Millions of Yen)
Description

AmountNet sales
Net sales of completed construction contracts
Sales in other businesses
Cost of sales
Cost of sales of completed construction contracts
Cost of sales in other businesses
Gross profit
Gross profit on completed construction contracts
Gross profit - other businessSelling, general and administrative expenses
Operating profit
Non-operating income
Interest and dividend income
Foreign exchange gains
Share of profit of entities accounted for using
equity method
Subsidy income
Other
Non-operating expenses
Interest expenses
Guarantee commission
Commission expenses
Other
Ordinary profit
Extraordinary income
Gain on sale of non-current assets
Gain on sale of investment securities
Gain on withdrawal of membership
Other
Extraordinary losses
Loss on sale of non-current assets
Loss on retirement of non-current assets
Profit before income taxes
Income taxes-current
Income taxes-deferred
ProfitProfit attributable to non-controlling interests
Profit attributable to owners of parent- 20 -

134,4071,070

135,478

121,271762

122,033

13,136308

13,444
8,609
4,835

115
130
1
44
42
104
46
106
8

0
540
0
0
2
13
1,239
421

335

265
4,904

541

15
5,431
1,660
3,770
21
3,748

Non-consolidated Financial Statements
Non-consolidated Balance Sheet(As of March 31, 2022)
Description
ASSETS
Current assets
Cash and deposits
Notes receivable - trade
Electronically recorded monetaryclaims - operating
Accounts receivable from completed
construction contracts
Real estate for sale
Costs on construction contracts inprogress
Raw materials and supplies
Accounts receivable - other
Other
Allowance for doubtful accounts
Non-current assets
Property, plant and equipment
Buildings and structures
Machinery, equipment and vehicles
Tools and furniture
Land
Leased assets
Intangible assets
Software
Software in progress
Other
Investments and other assets
Investment securities
Shares of subsidiaries and associates
Long-term loans receivable
Long-term non-operating accounts
receivable
Long-term prepaid expenses
Prepaid pension costs
Membership and admission charge
Deferred tax assets
Other
Allowance for doubtful accounts
Total assets

AmountDescription

66,61011,513
1,676
920
47,054
36
2,202
40
2,646
541
(21)

(Millions of Yen)
AmountLIABILITIESCurrent liabilities
Accounts payable for construction
contracts
Short-term borrowings
Accounts payable - otherAccrued expenses
Income taxes payable
Advances received on construction
contracts in progress
Deposits received
Suspense receipt of consumption taxes
Provision for warranties for completed
construction
Provision for loss on construction contracts
Other

32,167
15,933
2,160
686
366
1,289
4,008
1,619
5,467
535
98
1

18,348
5,479
3,387
29
442

Non-current liabilities
Bonds payable
Long-term borrowings
Provision for retirement benefits
Other

10,490
1,640
4,300
4,394
156

1,608

Total liabilities

42,658

11

8
1,498
130
917
492
(553)

NET ASSETS
Shareholders’ equity
Share capital
Capital surplus
Legal capital surplus
Other capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
Reserve for tax purpose reduction
entry of non-current assets
Retained earnings brought forward
Treasury shares
Valuation and translation adjustments
Valuation difference on
available-for-sale securities
Total net assets

84,959Total liabilities and net assets

1,139
699
338
101
11,729
4,464
3,643
135
993

- 21 -

41,304
9,614
2,178
2,165
13
29,537568
28,969284
28,684(27)996
996
42,30084,959Non-consolidated Statement of Income(April 1, 2021 - March 31, 2022)(Millions of Yen)
Description

AmountNet sales
Net sales of completed construction contracts
Sales in other businesses
Cost of sales
Cost of sales of completed construction contracts
Cost of sales in other businesses
Gross profit
Gross profit on completed construction contracts
Gross profit - other businessSelling, general and administrative expenses
Operating profit
Non-operating income
Interest and dividend income
Foreign exchange gains
Outsourcing service income
Other
Non-operating expenses
Interest expenses
Guarantee commission
Commission expenses
Other
Ordinary profit
Extraordinary income
Gain on sale of non-current assets
Gain on sale of investment securities
Gain on withdrawal of membership
Other
Extraordinary losses
Loss on retirement of non-current assets
Profit before income taxes
Income taxes-current
Income taxes-deferred
Profit- 22 -

132,071405

132,476

119,173
267

119,441

12,898
137

136
130
14
41
86
46
106
5

0
540
0
0
13
1,210
421

13,035
8,080
4,954

322

245
5,031

541
13
5,560
1,631
3,928