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
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Stock Exchange Code 1852)
June 1, 2023
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 88TH 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 88th Annual General Meeting of Shareholders of Asanuma Corporation(the “Company”) will be held as described below.
Instead of attending the meeting in person, you can exercise your voting rights in advance via the Internet,
etc. or in writing. Please review the attached Reference Documents for the General Meeting of Shareholders
below (refer to “4. Matters Concerning the Measures for Electronic Provision”), and in accordance with theInstructions for the Exercise of Voting Rights, exercise your voting rights by 5:15 p.m. on Thursday, June 22,2023, Japan time.
1. Date and Time: Friday, June 23, 2023 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
88th Fiscal Year (April 1, 2022 - March 31, 2023) 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 88th Fiscal Year
(April 1, 2022 - March 31, 2023)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Eight (8) Directors
Proposal 3:
Election of One (1) Audit & Supervisory Board Member-1-4. Matters Concerning the Measures for Electronic Provision(1) The Company has commenced measures for electronic provision, in regard to information that is thecontents of the Reference Documents for General Meeting of Shareholders, etc., which are equivalent
to the measures for electronic provision matters.
In regard to the Voting Rights Exercise Form, this document will not be subject to the measures forelectronic provision matters, and will be enclosed with this Notice of Convocation.
(2) In regard to information that is equivalent to the Reference Documents for General Meeting of
Shareholders, etc., this information is listed in the following websites (a., b.) on the Internet. Pleasecheck either of the listed websites.
a. The Company’s website URL:
https://www.asanuma.co.jp/ir/sokai.html (in Japanese)b. The website URL for informational materials for the general meeting of shareholders:
https://d.sokai.jp/1852/teiji/ (in Japanese)
The above information is also listed on the TSE website (Listed Company Search) (c.). You can alsobrowse this information on the TSE website. On the TSE website, please search for the informationin the following order: Using the Quick search function, type in Asanuma or the stock exchange code
1852 and click Search → “Basic information” → “Documents for public inspection/PR
information” → “Click here for access” of “Notice of General Shareholders Meeting/Informational
Materials for a General Shareholders Meeting.”
c. TSE website URL:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(3) Notwithstanding the above (1) and (2), for shareholders who did not request the provision of physicaldocuments, among the measures for electronic provision matters, the Company will send in written
format the Reference Documents for the General Meeting of Shareholders.
5. Other Matters for Determination in the Convocation of the Annual General Meeting of Shareholders(1) If a voting right is exercised multiple times via the Internet, etc., we will consider the last vote to be
the valid vote.
(2) If a voting right is exercised both via the Internet, etc. and in writing, we will consider the Internet
vote to be the valid vote.
(3) In regard to a voting right that is exercised in writing, if there is no indication of a vote for or against
each proposal, we will consider this to be an indication of approval.
● In regard to information that is contents of the Reference Documents for General Meeting of
Shareholders, etc., which are equivalent to the measures for electronic provision matters, if there are
any matters for amendment, the gist of such matters will be listed in the above 4.-(2) website, as thematters before the amendment and matters after the amendment.

-2-

Instructions for the Exercise of Voting Rights



Exercise of voting rights over the Internet, etc.
Deadline: 5:15 p.m. on Thursday, June 22, 2023
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.



Exercise of voting rights in writing
Deadline: 5:15 p.m. on Thursday, June 22, 2023 (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 by attending the meeting
Date and time: Friday, June 23, 2023 at 10:00 a.m. Japan time
Please submit the enclosed Voting Rights Exercise Form at the reception desk.
• In light of the number of seats available being limited, we encourage you to exercise your voting
rights in advance via the Internet, etc. or in writing.

-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 andbusiness performance.
Therefore, the Company proposes to pay for the fiscal year ended March 31, 2023 a year-end dividend of¥191 per share.

1. Type of dividend property
Cash
2. Allotment of dividend property and their aggregate amount¥191 per common share of the Company
Aggregate amount of dividends will be ¥3,080,080,516.
3. Effective date of dividends of surplus
June 26, 2023

-4-

Proposal 2:

Election of Eight (8) 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 eight (8) Directors.
If this Proposal is approved as originally proposed, more than 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 wellbalanced as a whole between knowledge, experience and competence, and at the same time, achieves bothdiversity and appropriate size.
The composition of Inside Directors (Directors other than Outside 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 ofOsaka 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
administered by 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 foradministration segments, alongside Representative President.
At this Annual General Meeting of Shareholders, the Company will propose five (5) candidates for Inside
Directors.

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 theNomination and Compensation Committee to appoint three (3) Independent Outside Directors, and morethan one third of the Directors of the Company are Independent Outside Directors. In addition, theCompany 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 13.3% of the Company’s consolidated
net assets at the end of March 2021, 8.8% at the end of March 2022, and 8.8 % at the end of March 2023,
respectively.
In accordance with the Basic Sustainability Policy, for the purpose of actively addressing sustainabilityrelated issues, the Company has established the Sustainability Promotion Committee, which is chaired by
the C.E.O., under the Board of Directors. 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, the Company makes disclosures inaccordance with the Task Force on Climate-related Financial Disclosures (TCFD). In addition, theCompany presents their voluntary and measurable goals related to the promotion of core human resources
such as women, foreign nationals, and midcareer hires, and discloses their status in turn.
The Company has a Human Rights Policy to support international norms on human rights, and to fulfill
the duty to respect human rights in business activities. This Policy was disclosed in (July 2022).
The Company also disclosed their Procurement Policy (in July 2022), in recognition that partnerships withpartner companies, etc., and other procurement partners are essential. At the same time, the Company
disclosed their Partnership Building Declaration (in October 2022) to build new partnerships by promoting
partnerships, co-existence and co-prosperity with all supply chain partners and businesses with a focus onvalue creation.

-5-

The candidates for Directors are as follows:

No.

Name

Positions andResponsibilities at theCompany1

MakotoAsanuma

Representative President,
C.E.O.

2

Morio
Yamakoshi

3

KazuhiroMoriyama

4

Masahiro
Fujisawa

5

AkihiroToyota6

7

8

Masafumi
FukudaMiwakoFunamoto

TakuyaMorikawa

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

Director

Director

Director

MembershipYears
in Nomination
served as
andDirector Compensation
Committee

Attendanceat Board of
Directors’
meetings

Attributes

17 out of 17

Reappointment
Male

5

◯

16 out of 17

Reappointment
Male

11

◯

17 out of 17

ReappointmentMale

4

16 out of 17

ReappointmentMale

3

17 out of 17

ReappointmentMale

3

17 out of 17

Reappointment
Outside Director
Independent
Male

6

◎

17 out of 17

Reappointment
Outside Director
Independent
Female4◯17 out of 17

Reappointment
Outside Director
Independent
Male

3

◯

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

-6-Areas where each Director is expected to have expertise (skills matrix)
Corporate

Name

Management,
Management
Strategy

MakotoAsanuma●Morio
Yamakoshi●

Finance,
Accounting,
Capital Policy●

Legal Affairs,

Personnel

Compliance,

Affairs,

Risk

Human

Management

Resources

●

●

●

●

Building

Construction Construction
Business

Business●●

Masahiro
Fujisawa●

AkihiroToyota●Masafumi
Fukuda●TakuyaMorikawa

Overseas

Technology,

Operations

IT

●

●

KazuhiroMoriyama

MiwakoFunamoto

Civil

●

●

●

●

●

●

●

●

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.

-7-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1996

Number ofshares of theCompany held

Joined the Company

June 2009[Reappointment][Male]

1

Makoto Asanuma(April 18, 1972)

Assistant General Manager in charge of President’s Office,General Manager, General Affairs Division
April 2015
Executive Officer, Officer in charge of Renovation Division,
General Manager, Renovation Marketing & Sales Division, Tokyo
Main Office
April 2016
Executive Officer, General Manager, Marketing & Sales
Promotion Office, Building Construction Headquarters, in chargeof Renovation and Real Estate
April 2018
Executive Vice President, Officer in charge of Building
Construction Headquarters
June 2018
Representative President, C.E.O.
May 2021
Director and President, Asanuma Construction Ltd., International
April 2022
Representative Director and Chairman, ASANUMA TATEMONO
K.K. (to present)[Significant concurrent positions] Representative Director and Chairman, ASANUMA TATEMONO K.K.
 Director and President, Asanuma Construction Ltd., International

282,874[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.

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
June 2002
June 2003
April 2004

Joined Sumitomo Mitsui Banking Corporation
General Manager, Shinjuku Corporate Banking Dept. II
Senior Manager, Tokyo Head Office
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
Managing Officer, Deputy General Officer in charge of Business
Headquarters
Director, Managing Officer, Deputy Officer in charge of Business
Headquarters
Director, Managing Officer, Officer in charge of President’s Office

April 2012

2

[Reappointment][Male]

June 2012

Morio Yamakoshi(September 3, 1955)

April 2015

January 2013

April 2017
June 2018
October 2018

Number ofshares of theCompany held

9,948

Director, Managing Officer, Officer in charge of President’s Officeand Overseas Operations
Director, Senior Managing Officer, Officer in charge of President’s
Office and Overseas Operations
Representative Director, Senior Managing Officer, Officer incharge of President’s Office and Overseas Operations
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 he has extensive
knowledge in overall operations, mainly within the Company’s Main Office and its Overseas Operations.

-8-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1974
April 2012
April 2014

[Reappointment][Male]

3

Kazuhiro Moriyama(June 2, 1955)

April 2015
April 2016

Joined the Company
General Manager, Civil Engineering Division, Osaka Main Office
Deputy Officer in charge of Osaka Main Office (in charge of Civil
Engineering)
General Manager, Civil Engineering Division, Osaka Main Office
Deputy Officer in charge of Civil Construction Headquarters
Executive Officer, Deputy Officer in charge of Civil Construction
Headquarters

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)

Number ofshares of theCompany held

8,354

[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.

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1982
October 2011
April 2012
April 2013

April 2016

4

[Reappointment][Male]

April 2018

Masahiro Fujisawa(May 15, 1959)

April 2019

June 2020

April 2021

March 2023

Joined the Company
General Manager, Marketing & Sales Section No.3, Tokyo Main
OfficeGeneral Manager, Marketing & Sales Section No.2 and No.3,
Tokyo Main Office
Deputy Officer in charge of Tokyo Main Office (in charge of
Building Construction Marketing & Sales), Building Construction
Headquarters
Executive Officer, Deputy Officer in charge of Tokyo Main Office(in charge of Building Construction Marketing & Sales), Building
Construction Headquarters
Executive Officer, Deputy Officer in charge of Building
Construction Headquarters, General Manager, Marketing & Sales
Promotion Office, Building Construction Headquarters
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
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
Director, Managing Officer,
Officer in charge of Tokyo Main Office, Deputy Officer in chargeof Building Construction Headquarters
Director, Managing Officer,
Officer in charge of Building Construction Headquarters (topresent)

Number ofshares of theCompany held

4,536

[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 the Company.

-9-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1981
October 2010
April 2013

[Reappointment][Male]

5

Akihiro Toyota(February 15, 1959)

November 2014
April 2015

April 2019
June 2020

Joined the Company
General Manager, Marketing & Sales Division, Hiroshima Branch
Deputy Officer in charge of Osaka Main Office (in charge ofMarketing & Sales)
Deputy Officer in charge of Osaka Main Office (in charge ofMarketing & Sales), Building Construction Headquarters
Executive Officer, Deputy Officer in charge of Osaka Main Office(in charge of Marketing & Sales), Building Construction
Headquarters
Managing Officer, Officer in charge of Osaka Main Office, Deputy
Officer in charge of Building Construction Headquarters
Director, Managing Officer, Officer in charge of Osaka Main
Office, Deputy Officer in charge of Building Construction
Headquarters (to present)

Number ofshares of theCompany held

5,236

[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 the Company’s Osaka
Main Office.

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1971

October 1999
[Reappointment][Outside Director] November 2001
[Independent Officer][Male]
May 2008
Masafumi Fukuda(August 25, 1944)

6

Joined the Ministry of Construction (current Ministry of Land,
Infrastructure, Transport and Tourism)
Director-General, Shikoku Region Construction Bureau (current
Shikoku Regional Development Bureau, Ministry of Construction)
Director, Water Resources Development Public Corporation(current Japan Water Agency)
Head Director, Shikoku Kensetsu Kosaikai Inc Association(current Shikoku Create Association)

June 2017

Advisor, Shikoku Create Association

June 2017

Outside Director of the Company (to present)

Number ofshares of theCompany held-

[Significant concurrent positions] Advisor, Shikoku Create Association[Reason for nomination as candidate for Outside Director and reason why the Company has determined that he is capable ofproperly 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 the construction field
for many years.

- 10 -

No.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
February 2014

7

Number ofshares of theCompany held

Admitted to the bar
Joined Risolute Law Office

April 2015
Committee Member, Special Committee on Tax Matters, Tokyo[Reappointment]
Bar Association[Outside Director] June 2019
Outside Director of the Company[Independent Officer]
January 2020
Joined Toranomon Daiichi Law Office[Female]March 2023
Outside Auditor, Carseven Digifield Co., Ltd. (to present)
Miwako Funamoto [Significant concurrent positions] Attorney-at-law (Toranomon Daiichi Law Office)(July 30, 1979)
 Outside Auditor, Carseven Digifield Co., Ltd.

- Outside Director, AZ-COM MARUWA Holdings Inc. (scheduled to assume theoffice in June 2023)[Reason for nomination as candidate for Outside Director and reason why the Company has determined that she is capable ofproperly 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 theCompany believes that she would be able to put forward her points of view at meetings of the Board of Directors from an
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.

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

Joined KOKUYO Co., Ltd.

June 2005

8

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 Officer]
June 2020
Outside Director of the Company[Male]
April 2021
Representative Director and President, Wakiprintpia Co., Ltd.
Advisor, NETSQUARE CO., Ltd.
Takuya Morikawa April 2021
June
2022
Outside Director, ITOCHU ENEX CO., LTD. (to present)(October 7, 1959)[Significant concurrent positions] Representative Director and President, Wakiprintpia Co., Ltd.
 Advisor, NETSQUARE CO., Ltd.
 Outside Director, ITOCHU ENEX CO., LTD.

-

[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 the most 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 ofthe 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 ofmajor domestic stationery and furniture makers for many years.

- 11 -

[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 six years, four years, andthree 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 this Proposal 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 compensation for damages and litigation costs that are to be borne by the insured in the event of claims
made against them during the insurance period for actions taken (or inaction) in the course of their duties at the Company. If thecandidates 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 thesame content, subject to a resolution by the Board of Directors prior to the expiration of the contract period.

- 12 -

Proposal 3:

Election of One (1) Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member Yuichi Sasaki will expire at the conclusion ofthis year’s Annual General Meeting of Shareholders. Therefore, the Company proposes the election of one(1) Audit & Supervisory Board Member. The Audit & Supervisory Board has previously given its approvalto this Proposal. If this Proposal is approved and adopted as originally proposed, three out of four (i.e., themajority 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)[Reappointment][Male]Yuichi Sasaki(February 7, 1961)

Past experience and positions
April 1983
April 2008
October 2015
April 2018
June 2019

Joined the Company
General Manager, Information Systems Office, Head Office
General Manager, Auditing Office
General Manager, Compliance Office
General Manager, Compliance Office
Full-time Audit & Supervisory Board Member (to present)

Number ofshares of theCompany held

800

[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 and because
he has extensive experience in risk management of overall operations and management, mainly within the audit and compliancesegments of the Company.
Notes:

1. There are no special interests between the Company and Mr. Sasaki.
2. The Company has concluded an agreement with Mr. Sasaki 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. If this Proposal is approved as originally proposed, theagreement will continue to be in effect with Mr. Sasaki.
3. 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 compensation for damages and litigation costs that are
to be borne by the insured in the event of claims made against them during the insurance period for actions taken (orinaction) in the course of their duties at the Company. If Mr. Sasaki is elected and assumes 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.

- 13 -

(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’
meetings

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

Yoshiaki Audit & Supervisory
Nakagawa Board Member

15 out of 17

Attendance at
Audit &
Supervisory
Board
meetings
13 out of 13

13 out of 13

Attributes

Reappointment
Male
Incumbent
Outside Audit &Supervisory Board
MemberYears served
as Audit &Supervisory
Board Member

43

Independent Officer
Male

TomokoKimuraAudit & Supervisory
Board Member

17 out of 17

13 out of 13

Incumbent
Outside Audit &Supervisory Board
Member2

Independent Officer
FemaleHiroshiDaikuya

Audit & Supervisory
Board Member

12 out of 14

9 out of 11

Incumbent
Outside Audit &Supervisory Board
Member1

Independent Officer
Male

Note: As Mr. Daikuya assumed the office on June 22, 2022 (on the date of the 87th Annual General Meeting of Shareholders),
the number of times he attended the Board of Directors’ meetings and the Audit & Supervisory Board meetings is different
from that of the other Audit & Supervisory Board Members.

- 14 -

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

Name

Legal Affairs,
Corporate
Building
Personnel
Finance,Compliance,
Management,
Affairs, Human Construction
Accounting,Management
Risk
BusinessResources
Capital Policy
StrategyManagement

Yuichi
Sasaki●

YoshiakiNakagawa●●

Overseas
Operations

Technology,
IT

●
●

●

●

Tomoko Kimura
Hiroshi Daikuya

Civil
Construction
Business●●

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, andother factors. The skills matrix above presents a summary of the knowledge, experience, capabilities, and othercharacteristics 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.

End of document- 15 -

Consolidated Financial Statements
Consolidated Balance Sheet(As of March 31, 2023)(Millions of Yen)
Description

AmountCurrent assets
Cash and deposits
Notes receivable, accounts receivablefrom completed construction
contracts and other
Costs on construction contracts inprogress
Other inventories

76,719ASSETS

Accounts receivable - other
Other
Allowance for doubtful accounts

Description

AmountLIABILITIESCurrent liabilities

11,895

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

61,163
1,335
60

35,19015,333

1,808
204
1,583
4,638

1,790

Suspense receipt of consumption taxes

4,588

488
(13)

Provision for warranties for completed
construction

573

Provision for loss on construction contracts

38

Other

6,421

Non-current assets

16,315

Property, plant and equipment

5,283

Bonds payable

1,640

Buildings and structures

3,086

Long-term borrowings

6,884

Land

1,607

Deferred tax liabilities

213

Other

589

Intangible assets

Non-current liabilities

Retirement benefit liability

3,131

Software482

Software in progress

256

Other
Total liabilities

13,176

4,292
146
48,367NET ASSETS

Goodwill

1,067

Shareholders’ equity

42,646

Customer-related intangible assets

1,224

Share capital

9,614

101

Capital surplus

2,186

Investments and other assets

7,900

Retained earnings

30,919Investment securities

4,732

Treasury shares

Retirement benefit asset

1,220

Accumulated other comprehensive income

Deferred tax assets
Other

970
1,492

Allowance for doubtful accounts(515)

Valuation difference on available-forsale securities
Foreign currency translation
adjustment
Remeasurements of defined benefit
plans

Other

Non-controlling interests
Total assets

93,034- 16 -

(73)
1,352
1,103
486
(237)
668

Total net assets

44,667

Total liabilities and net assets

93,034

Consolidated Statement of Income(April 1, 2022 - March 31, 2023)(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
Other
Extraordinary losses
Loss on retirement of non-current assets
Loss on valuation of investment securities
Loss on valuation of other investments
Impairment losses
Profit before income taxes
Income taxes-current
Income taxes-deferred
ProfitProfit attributable to non-controlling interests
Profit attributable to owners of parent- 17 -

141,758
2,678

144,436

127,4161,880

129,296

14,341797

15,139
9,447
5,691

113
163
3
57
151
105
42
106
7

760
0
1
16
10
145
2,111
(12)

488

262
5,918

760

173
6,505
2,099
4,406
206
4,200