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 4, 2021
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 86TH 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 86th Annual General Meeting of Shareholders of Asanuma
Corporation (the “Company”) will be held as described below.
If you will not attend the meeting, please exercise your voting rights in advance in writing or via theInternet, etc. Please review the attached Reference Documents for the General Meeting of Shareholders below
and exercise your voting rights by 5:15 p.m. on Thursday, June 24, 2021, Japan time.
1. Date and Time:

Friday, June 25, 2021 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
86th Fiscal Year (April 1, 2020 - March 31, 2021) 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 86th Fiscal Year
(April 1, 2020 - March 31, 2021)
Proposals to be resolved:<Company Proposals>
Appropriation of Surplus
Proposal 1:
Election of Nine (9) Directors
Proposal 2:
Election of One (1) Audit & Supervisory Board Member
Proposal 3:
Revision of the Amount of Remuneration, etc., for Directors
Proposal 4:
Determination of Remuneration, etc. for Granting Restricted Stock to Directors
Proposal 5:(Excluding Outside Directors)<Shareholder Proposals>
Amendments to Articles of Incorporation Pertaining to Sale of Strategic Shares
Proposal 6:
Appropriation of Surplus
Proposal 7:
Details of each Proposal are described in the attached Reference Documents for the General Meetingof Shareholders.

-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/).

-2-

Instructions for the Exercise of Voting Rights

If you are attending the meeting
Exercise of voting rights by attending the meeting
Date and time: Friday, June 25, 2021 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.
If you will not attend the meeting
Exercise of voting rights in writing
Deadline: 5:15 p.m. on Thursday, June 24, 2021 (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.
For details, please refer to page 5.
Exercise of voting rights over the Internet, etc.
Deadline: 5:15 p.m. on Thursday, June 24, 2021
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 6.
* 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.

-3-

Reference Documents for the General Meeting of Shareholders<Company Proposals (Proposals No. 1 to No. 5)>
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, 2021 a year-end dividend of ¥257 per share.
Since the shareholders have submitted a proposal for appropriation of surplus besides this Proposal as
described below, the payment of the dividend will start on July 14, 2021, in order to pay the dividends
smoothly.

(1) Type of dividend property
Cash(2) Allotment of dividend property and the aggregate amount¥257 per common share of the Company
Aggregate amount of dividends will be ¥2,070,581,152.
(3) Effective date of dividends of surplus
June 25, 2021
(4) Start date of the dividend payment
July 14, 2021

-4-

Proposal 2:

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 as described below. If this Proposal is approved as originallyproposed, 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 chaired by 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
The Company has established a structure which is laid out in the Internal Rules of the Nomination andCompensation Committee to appoint three (3) Independent Outside Directors for the purpose of ensuring thetransparency of corporate management and enhancing corporate governance. The Company has alreadyappointed three (including one female) Independent Outside Directors since the 84th Fiscal Year, and morethan one third of the Directors of the Company have been Independent Outside Directors since then.

-5-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

3

◯

17 out of 17

Reappointment
Male

9

◯

17 out of 17

ReappointmentMale

3

17 out of 17

ReappointmentMale2

13 out of 13

ReappointmentMale1

13 out of 13

Reappointment
Male

1

7

Masafumi
FukudaDirector

16 out of 17

8

MiwakoFunamoto

Director

17 out of 17

9

TakuyaMorikawa

Director

12 out of 13

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

4

◎

2

◯

1

◯

Notes: 1. “◎” indicates the Chairperson of the Nomination and Compensation Committee.
2. The record of attendances at the Board of Directors’ meetings for Mr. Akihiro Toyota, Mr. Masahiro Fujisawa, and Mr.
Takuya Morikawa is different from other candidates as they assumed office on June 26, 2020 (the date of the 85th
Annual General Meeting of Shareholders).

-6-

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.

-7-

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[Reappointment]
April
2016
Executive Officer, General Manager, Marketing & Sales[Male]
Promotion Office, Building Construction Headquarters, in
137,888
charge of Renovation and Real Estate
Makoto Asanuma
April 2018
Executive Vice President, Officer in charge of Building(April 18, 1972)
Construction Headquarters
June 2018
Representative President, C.E.O. (to present)[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.

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,[Reappointment]
Deputy General Officer in charge of Business Headquarters[Male]
June 2012
Director, Managing Officer,
Deputy Officer in charge of Business Headquarters
2,500
Director, Managing Officer,
Morio Yamakoshi January 2013
Officer in charge of President’s Office(September 3, 1955)
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.

-8-

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,
1,200
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
2,000
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.

-9-

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
700
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
400
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.

- 10 -

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) (to present)
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)[Reappointment][Outside Director][Independent
Officer][Female]8

Past experience, positions, responsibilities,
and significant concurrent positions
February 2014
April 2015
June 2019
January 2020

Admitted to the bar
Joined Risolute Law OfficeCommittee Member, Special Committee on Tax Matters, Tokyo
Bar Association (to present)
Outside Director of the Company (to present)
Joined Toranomon Daiichi Law Office (to present)

Number ofshares of theCompany held-

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 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.

- 11 -

No.

Name(Date of birth)

Number ofshares of theCompany held

Joined KOKUYO Co., Ltd.
Director of the Board, KOKUYO Co., Ltd.
Representative Director and President, KOKUYO S&T Co., Ltd.
April 2015
Group Senior Executive Officer, KOKUYO Co., Ltd.
January 2019
Executive Vice President, Special Officer
June 2020
Outside Director of the Company (to present)
March 2021
Adviser, KOKUYO Co., Ltd. (to present)
Takuya Morikawa[Significant concurrent positions](October 7, 1959)
・Adviser, KOKUYO 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. However, thetransaction value between the two companies is insignificant since the transaction value during the most recent businessyear 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 atmeetings 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.
[Reappointment][Outside Director][Independent
Officer][Male]

9

Past experience, positions, responsibilities,
and significant concurrent positions
April 1982
June 2005[Other notes on the candidates for Directors]
Special interests between the candidates and the Company:
There are no special interests between each of the candidates and the Company.
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 four years, two years, and one year,
respectively at the conclusion of this year’s Annual General Meeting of Shareholders.
A summary of the limitation of liability agreement:
The Company has concluded limitation of liability agreements with candidates for Outside Directors, Mr. Masafumi Fukuda, Ms.
Miwako Funamoto, and Mr. Takuya Morikawa, to limit their liability to the amount stipulated by laws and regulations so that they
may fully perform their duties as Outside Directors. The Company plans to continue the agreements if the candidates are elected as
Outside Directors.
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. The insurance covers any
damages that may result from insured persons being liable for the performance of their duties or being subject to a claim for the
pursuit of such liability (however, this excludes cases that fall under the grounds for exemption determined in the insurance contract).
If the candidates for Directors are elected and assume the office of Director, each of them will be insured under the insurance contract.
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.

- 12 -

Proposal 3:

Election of One (1) Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member Mamoru Yamawaki will expire at theconclusion of 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 approval to 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.
The candidate is as follows:
Name(Date of birth)[New Appointment][Outside Audit &Supervisory Board
Member][Independent Officer][Female]Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

Admitted to the bar
Joined Tajima Nobuyuki Law Office
July 2008
Established TOMOKO KIMURA Law Office (to present)
April 2010
Member of the Minoh City Information Disclosure Council (topresent)
April 2011
Permanent Member of Osaka Bar Association
December 2014
Member of the Minoh City Conciliation Committee for
Tomoko Kimura
Architectural Conflicts (to present)(October 30, 1969)
October 2015
Member of the Minoh City Equity Commission (to present)[Reason for nomination as candidate for Outside Audit & Supervisory Board Member and reason why the Company has
determined that she is capable of properly performing duties as Outside Audit & Supervisory Board Member]
Ms. Kimura has been nominated as a candidate for Outside Audit & Supervisory Board Member for her background as set forth
above, expertise as an attorney-at-law and extensive experience in corporate legal affairs, and because the Company believes that
she would be able to properly audit the duties of Directors, even though she has no experience in being directly involved incompany management.

Notes:

October 2001

1. There are no special interests between the Company and Ms. Kimura.
2. Ms. Kimura is a candidate for Outside Audit & Supervisory Board Member. The Company has designated her as an
Independent Officer and has notified the Tokyo Stock Exchange as such.
3. If Ms. Kimura is elected and assumes the office of Outside Audit & Supervisory Board Member, the Company plans toconclude a limitation of liability agreement with her to limit her liability to the amount stipulated by laws and regulations
so that she may fully perform her duties as Outside Audit & Supervisory Board Member.
4. The Company has concluded a directors and officers liability insurance contract with an insurance company. The
insurance covers any damages that may result from insured persons being liable for the performance of their duties orbeing subject to a claim for the pursuit of such liability (however, this excludes cases that fall under the grounds for
exemption determined in the insurance contract). If Ms. Kimura is elected and assume the office of Audit & Supervisory
Board Member, she will be insured under the insurance contract.
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.

- 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’
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

2

TakashiIshijima

Audit & Supervisory
Board Member

15 out of 17

13 out of 14

YoshiakiNakagawa

Audit & Supervisory
Board Member

13 out of 13

10 out of 10

TomokoKimura

-

-

-

Note:

Reappointment
Outside Audit &Supervisory Board
MemberIndependent Officer
Male
Reappointment
Outside Audit &Supervisory Board
MemberIndependent Officer
Male
New appointment
Outside Audit &Supervisory Board
MemberIndependent Officer
Female11

1-

The record of attendances at the Board of Directors’ meetings and the Audit & Supervisory Board meetings for Mr. Yoshiaki
Nakagawa is different from other Audit & Supervisory Board Members as Mr. Nakagawa assumed office on June 26, 2020
(the date of the 85th Annual General Meeting of Shareholders).

- 14 -

Proposal 4:

Revision of the Amount of Remuneration, etc., for Directors

The maximum total amount of remuneration, etc. for Directors of the Company was determined by aresolution at the 59th Annual General Meeting of Shareholders held on June 29, 1994 to be 50 million yen
monthly, and has not been changed to the present. Taking into consideration various factors such as changes
in the economic situation since then and the current number of Directors, we propose a revision (reduction)in the maximum amount of remuneration, etc. for Directors to 20 million yen monthly (including 4 million
yen monthly for Outside Directors).
The specific timing of payment to each Director and allocation will be determined by the Board of
Directors. At meetings of the Board of Directors held on February 25, 2021 and May 14, 2021, the Company
formulated “Policies Related to the Determination of the Content of Remuneration, etc. for Individual
Directors,” and a summary of the content of these policies is provided in the Business Report (please refer topage 36). The amended amount of remuneration, etc. for Directors pursuant to this Proposal complies withthese policies, and the Company has thus judged that it is appropriate. The amount of remuneration, etc. for
Directors shall not include compensation for duties as an employee performed by Directors who also hold an
employee position, as in the past.
In order to ensure transparency and fairness in the process for determining the content of this Proposal, it
has been determined by resolution of the Board of Directors following deliberations by the Nomination andCompensation Committee, which is chaired by the Lead Independent Outside Director.
The current number of Directors is nine (9) (including three (3) Outside Directors), and if Proposal 2“Election of Nine (9) Directors” is approved as originally proposed, the number of Directors will be nine (9)(including three (3) Outside Directors).

- 15 -

Proposal 5:

Determination of Remuneration, etc. for Granting Restricted Stock to Directors (Excluding
Outside Directors)

The maximum amount of fixed remuneration, etc. for Directors of the Company was approved as 50
million yen per month at the 59th Annual General Meeting of Shareholders held on June 29, 1994, but if
Proposal 4 is approved as originally proposed, this amount will be changed to up to 20 million yen permonth (including up to 4 million yen per month for Outside Directors).
Now, in order to ensure that Directors share with shareholders both the benefits and risks of fluctuationsin the share price, and to further enhance their motivation to contribute to increasing the share price andenhancing corporate value, the Company proposes to newly allot restricted stock to Directors (excluding
Outside Directors; hereinafter, “Eligible Directors”) as a form of remuneration, etc., separate to theaforementioned amount of remuneration, as follows.
The specific timing of payment and allocation to each Eligible Director will be determined by the Boardof Directors of the Company, but at meetings of the Board of Directors held on February 25, 2021 and May
14, 2021, the Company formulated its “Policies Related to the Determination of the Content of
Remuneration, etc. for Individual Directors,” and the granting of restricted stock based on this Proposal willcomply with these policies, a summary of which is provided in the Business Report (please refer to page 36).
In addition, the Company has judged that this granting of restricted stock is appropriate, as the ratio ofrestricted stock to the total number of shares outstanding will be no more than 0.5% (the ratio to the total
number of shares outstanding will be no more than 5% if the maximum number of shares of restricted stock
are issued over a period of 10 years), as described below, meaning that the rate of dilution will be negligible.
In order to ensure transparency and fairness in the process for determining the content of this Proposal, it
has been determined by resolution of the Board of Directors following deliberations by the Nomination andCompensation Committee, which is chaired by the Lead Independent Outside Director.
The current number of Directors is nine (9) (including three (3) Outside Directors), and if Proposal 2“Election of Nine (9) Directors” is approved as originally proposed, the number of Directors will be nine (9)(including three (3) Outside Directors).
Maximum Number of Shares to be Granted to Eligible Directors, etc. and Specific Details
1. Maximum Number of Shares to be Granted, etc.
Under this Proposal, Eligible Directors will receive the issuance or disposition of shares of theCompany’s common stock pursuant to a resolution of the Board of Directors of the Company, and the total
number of shares of the Company’s common stock to be issued or disposed of in this manner will not exceed
40,000 shares per fiscal year, a number that the Company believes appropriate based on the aforementioned
objective. Provided, however, that this total number will be reasonably adjusted in the event of a stock split(including a gratis allotment of shares) or reverse stock split of the Company’s common stock on or after thedate of this resolution, or other equivalent circumstances requiring adjustment to the total number of sharesof common stock of the Company to be issued or disposed of as restricted stock. In addition, the total valueof shares of the Company’s common stock to be issued or disposed of in order to grant restricted stock will
not exceed 70 million yen per fiscal year, as a separate amount to the amount of fixed remuneration, etc.
(when restricted stock is granted, it will be issued or disposed of as remuneration, etc. for Directors of theCompany, and no payment of money will be required in exchange for the offered stock; the amount of
remuneration, etc. for Eligible Directors will be calculated based on the closing price of the Company’scommon stock on the Tokyo Stock Exchange on the business day prior to the resolution of each Board of
Directors meeting (if there was no trading on that date, the closing price on the most recent trading day prior
to that date)).
2. Content of the Restricted Stock Allotment Agreement
The restricted stock allotment agreement (hereinafter, the “Allotment Agreement”) that the Company willenter into with Eligible Directors when allotting restricted stock will include the following content.
(1) Details of transfer restrictions
From the allotment date of the restricted stock until the date an Eligible Director loses his or her position
as either Director or Executive Officer of the Company (hereinafter, the “Transfer Restriction Period”), an
Eligible Director may not transfer, gift, bequeath, create a pledge, mortgage, or other security interest on, orotherwise dispose of common stock of the Company allotted under the Allotment Agreement (hereinafter,
the “Allotted Shares”) to any third party (hereinafter, the “Transfer Restrictions”).

- 16 -

(2) Removal of transfer restrictions
The Company will remove transfer restrictions on all the Allotted Shares when the Transfer Restriction
Period expires, provided the Eligible Director has continuously served in either of the positions in the above
item (1) for a period separately determined by the Board of Directors of the Company (hereinafter, the“Service Period”). Provided, however, that the number of the Allotted Shares and timing of the removal ofTransfer Restrictions will be reasonably adjusted as necessary in cases when the Eligible Director loses
either of the positions set forth in the above item (1) prior to the expiration of the Service Period for reasonsdeemed valid by the Board of Directors of the Company.
(3) Acquisition of the restricted stock without consideration
The Company will automatically acquire the Allotted Shares without consideration in cases when an
Eligible Director loses either of the positions set forth in the above item (1) prior to the expiration of theService Period, excluding cases when there are reasons deemed valid by the Board of Directors of theCompany, as set forth in the above item (2). In addition, the Company will automatically acquire without
consideration any of the Allotted Shares whose Transfer Restrictions have not been removed pursuant to theprovisions of the above item (2) when the Transfer Restriction Period expires.
(4) Treatment in the event of organizational restructuring, etc.
The provisions of the above item (1) notwithstanding, if, during the Transfer Restriction Period, a merger
agreement with the Company as the disappearing company, share exchange agreement or share transfer plan
where the Company will become a wholly owned subsidiary, or other organizational restructuring, etc., isapproved at a General Meeting of Shareholders (or by the Board of Directors of the Company fororganizational restructuring, etc. that does not require approval by the General Meeting of Shareholders of
the Company), the Transfer Restrictions on a reasonably determined number of the Allotted Shares will be
removed ahead of the effective date of the organizational restructuring, etc., by resolution of the Board of
Directors of the Company. In this case, the Company will automatically acquire without consideration any of
the Allotted Shares whose Transfer Restrictions have not been removed immediately after the removal ofTransfer Restrictions pursuant to the provisions of this paragraph.
(5) Other
The method of manifestation of intention and notification in the Allotment Agreement, the method ofrevision of the Allotment Agreement, and other matters determined by the Board of Directors will be
included in the content of the Allotment Agreement.
(Reference)
The Company intends to grant restricted stock to Executive Officers of the Company in the same manneras the above restricted stock, subject to the approval of this Proposal at this General Meeting of Shareholders.
Provided, however, that the method thereof will be to determine the payment of monetary claims for granting
restricted stock to Executive Officers of the Company by resolution of the Board of Directors, after which
the Executive Officers will pay all monetary claims as contributions in kind, and receive the issuance ordisposition of shares of the Company’s common stock. In addition, the amount to be paid per share will be
determined by the Board of Directors based on the closing price of the Company’s common stock on theTokyo Stock Exchange on the business day prior to the resolution at each Board of Directors meeting (ifthere was no trading on that date, the closing price on the most recent trading day prior to that date), within arange that is not particularly advantageous for the eligible Executive Officers of the Company.

- 17 -

<Shareholder Proposals (Proposals No. 6 and No. 7)>
Proposals No. 6 and No. 7 were submitted by two shareholders (hereinafter referred to as “Proposing
Shareholders”).
The details of the Proposals submitted by Proposing Shareholders and reasons behind them are organized
per Proposal and described as they are.
Proposal 6: 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 87th Fiscal Year.
2. Reason for Proposal
The Company announced that “the Company plans to reduce the balance of strategic shares so that it
accounts for less than 10% of the Company’s consolidated net assets by the end of the fiscal year ending
March 31, 2022.” However, during the fiscal year ended March 31, 2020, the Company had increased thenumber of shares held of AEON Co., Ltd. and Keio Corporation. Furthermore, the Company still held 51
issues of strategic shares in the amount of 7,585 million yen recognized on the balance sheet(non-consolidated) as of the end of March 2020.
According to the Company’s securities report submitted as of June 29, 2020, the issuer companies of
those strategic shares are the business partners of the Company, and the purpose of such shareholdings is
explained as “for retaining and improving profitability.” However, it is difficult to understand why suchshareholdings will lead to the retainment and improvement of profitability.
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.
In addition, the amount of strategic shareholdings recognized on the balance sheet (non-consolidated) asof the end of March 2020 had declined by approximately 1.7 billion yen compared with the end of March
2019. Even after eliminating a net decrease of approximately 100 million yen as a result of changes in thenumber of shares, an impact of approximately 1.6 billion yen from fluctuations in the fair value of theseshareholdings during the fiscal year ended March 31, 2020 can be recognized. Taking such effects into
consideration, the Company also should not hold strategic shares from the perspective of the soundness of its
financial position.
The Company should sell all strategic shares currently held within the fiscal year ending March 31, 2022
and use the proceeds from such sale to increase the shareholder value of the Company.

- 18 -

Opinion of the Board of Directors
The Board of Directors of the Company opposes this shareholders’ proposal.
The Company held listed shares in the amount of 5,556 million yen (value recognized on the
consolidated balance sheet) as of the end of March 2021. However, the Company has adopted a policy to“reduce strategic shares if the dividends or the benefits from construction gross profit are lower than the costof shareholder’s equity, and reduce the balance of strategic shares so that it accounts for less than 10% of theCompany’s consolidated net assets by the end of the fiscal year ending March 31, 2022.” The Company
verifies the appropriateness of shareholdings of each individual issue at the regular meeting of the Board of
Directors held at the beginning of each fiscal year.
In accordance with the above policy, the Company sold 5 issues in the amount of 1,946 million yen
during the fiscal year ended March 31, 2021, and in conjunction with the sale of 1 issue in the amount of 15
million yen at a consolidated subsidiary, the balance of strategic shares was 17.6% at the end of March 2020,
which was down to 13.3% at the end of March 2021. The Company intends to continue to reduce the balanceof strategic shares during the fiscal year ending March 31, 2022.
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 all strategic shares within the 87th fiscal year (the fiscal
year ending March 31, 2022), neither corresponds to the aforementioned policy nor does it contribute toenhancing the Company’s corporate value. Therefore, the Board of Directors of the Company opposes this
Proposal.

- 19 -

Proposal 7: 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 498 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 86th 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 86th
fiscal year (hereinafter referred to as “Actual EPS”) is not 498 yen, the aforementioned 498 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 of thedate to exercise voting rights for the Company’s 86th Annual General Meeting of Shareholders.
(3) Effective date of dividends of surplus
Day after the date of the 86th Annual General Meeting of Shareholders of the Company
It should be noted that, if the Company’s Proposal for Appropriation of Surplus is submitted at the 86th
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 “498 yen” described in “No. 2 Details of Proposal, 2. Appropriation of Surplus” is the Company’s
most recent forecast of profit per share as of April 23, 2021. 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 38.0% as of the end of March 2020, having increased year on year forthe sixth straight year and risen to the highest level ever on an annual reporting basis. If the Company
continues to build up equity, 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.
Based on this approach, we have submitted shareholder proposals proposing a dividend payout ratio of
100% for two (2) years in a row. We have also frequently demanded that the Company implement measures
to increase ROE and enhance shareholder value by increasing its interest-bearing debt, i.e. increasing
leverage. However, in the Three-Year Medium-Term Plan, which the Company announced on April 1, 2021
and which starts from the fiscal year ending March 31, 2022, the Company announced a target of a dividend
payout ratio of 50% or more, significantly below the ratio that we had been proposing for some time. If theCompany adopts such capital policies, it will continue to build up its equity, as described above, meaning
leverage will decline, leading to a decline in ROE.
Furthermore, the Company owns cash and similar assets at the sufficient level, i.e., approximately 13.4
billion yen in cash and deposits and approximately 6.0 billion yen in investment securities, compared toapproximately 11.1 billion yen in interest-bearing debt as of the end of December 2020.
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. Furthermore,
we would like the Company to clarify the fact that it will not build up equity over the medium- to long-term,by maintaining a dividend payout ratio of 100% as a capital measure from the fiscal year ending March 31,
2022 onward.
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 prior fiscal
year because the total amount of dividend proposed is within the profit for the current fiscal year, leaving theCompany's financial position sound and stable.
For detailed explanation of the above Proposal, see https://proposal-for-asanuma-from-sc-2021.com/ or
the special site link https://stracap.jp/ in the upper right of the Strategic Capital Inc. website after April 28,
2021. Furthermore, all numerical data from the Company in this Proposal is based on the Consolidated
Financial Statements, except where “(non-consolidated)” is written.

- 20 -

Note from the Company: the start date of the dividend payment for this Proposal will be the same date as the start date of thedividend payment on the Company Proposal “Proposal 1: Appropriation of Surplus.”- 21 -

Opinion of the Board of Directors
The Board of Directors of the Company opposes this shareholders’ proposal.
With respect to the appropriation of surplus, 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,
allocates dividends in line with its business performance by developing new technologies that are necessary
for the future expansion of the business, among others, while striving to sustain and reinforce the Company’scompetitiveness.
In the previous Three-Year Medium-Term Plan (covering the fiscal year ended March 31, 2019 to thefiscal year ended March 31, 2021), the Company set the distribution policy at “30% or more consolidated
dividend payout ratio in the fiscal year ended March 31, 2019, 40% or more in the fiscal year ended March
31, 2020, 50% or more in the fiscal year ended March 31, 2021.” In the fiscal year ended March 31, 2019,
the Company paid a dividend of 153 yen per common share (a consolidated dividend payout ratio of 30.3%)
and 216 yen per common share (a consolidated dividend payout ratio of 40.5%) for the fiscal year ended
March 31, 2020. At the 86th Annual General Meeting of Shareholders scheduled for June 2021, theCompany will submit a proposal for a payout of 257 yen per common share (a consolidated dividend payout
ratio of 50.0%) for the fiscal year ended March 31, 2021.
In addition, under the current Three-Year Medium-Term Plan announced in April 2021 (covering the
fiscal year ending March 31, 2022 to the fiscal year ending March 31, 2024), the Company has set a dividend
policy of “maintaining a consolidated dividend payout ratio of at least 50%, which is the highest level in theconstruction industry,” and plans to pay a dividend of 260 yen per common share (a consolidated dividend
payout ratio of 50.2%) in the fiscal year ending March 31, 2022, 274 yen per common share (a consolidated
dividend payout ratio of 50.2%) in the fiscal year ending March 31, 2023, and 282 yen per common share (aconsolidated dividend payout ratio of 50.0%) in the fiscal year ending March 31, 2024.
With regard to the utilization of funds generated from annual profits remaining after the payment of thedividends, while maintaining the minimum required cash and deposits balance, under the previous
Three-Year Medium-Term Plan, we plan to invest 18.0 billion yen over the three-year period in initiatives
such as “realization of 100% cashing payments to partner companies," "expansion and renovation oftechnical research laboratories,” “full conversion of core systems to cloud computing,” and “building a newrenewal brand.” In the current Three Year Medium-Term Plan, we plan to invest 8.0 billion yen over thethree-year period in initiatives such as “M&A of ASEAN regional renovation companies,” “sophistication of
productivity improvement systems,” and “development of environment-related technologies.”
The Company believes that such utilization of funds contributes to stable growth of the Company’sbusiness performance and is essential to ensuring stable returns to shareholders.
Therefore, the Board of Directors of the Company judges that this Proposal, which seeks a 100%
dividend payout of the profit for the 86th Fiscal Year, neither conforms to the Company’s basic policy ofshareholder return or capital utilization policy, nor does it contribute to enhancing the Company’s corporate
value. Therefore, the Board of Directors of the Company opposes this Proposal.
End of document- 22 -

Consolidated Financial Statements
Consolidated Balance Sheet(As of March 31, 2021)(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
76,56015,76051,3602,046
48

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

36,644
15,422
1,806
634
1,859
7,783

7,113

Suspense receipt of consumption taxes

5,115

253
(22)

Provision for warranties for completed
construction

543

Provision for loss on construction contracts

118

Other
Non-current assets

15,615

Property, plant and equipment

5,018

Bonds payable

1,640

Buildings and structures

2,510

Long-term borrowings

7,579

Land

1,608

Deferred tax liabilities

1

Other

899

Intangible assets

Non-current liabilities

3,360

Retirement benefit liability
Other

1,352

13,821

4,505
94

Software910

Software in progress206

NET ASSETS

Other

236

Shareholders’ equity

39,688Investments and other assets

9,243

Share capital

9,614

Investment securities

6,395

Capital surplus

2,165

Long-term loans receivable

104

Retained earnings

27,974Retirement benefit asset

1,022

Treasury shares

Deferred tax assets
Other
Allowance for doubtful accounts

965

Total liabilities

Accumulated other comprehensive income

1,445
(691)

Valuation difference on
available-for-sale securities

92,176- 23 -

(66)
1,820
1,959

Foreign currency translation adjustment(26)

Remeasurements of defined benefit plans(112)

Non-controlling interests
Total assets

50,465202

Total net assets

41,710Total liabilities and net assets

92,176

Consolidated Statement of Income(April 1, 2020 - March 31, 2021)(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
Outsourcing service income
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
Loss on sale of investment securities
Loss on valuation of investment securities
Impairment losses
Profit before income taxes
Income taxes-current
Income taxes-deferred
ProfitProfit attributable to non-controlling interests
Profit attributable to owners of parent- 24 -

137,846
1,087

138,934

124,266
723

124,989

13,580364

13,945
8,653
5,291

154
25
6
58
74
20
106
45
106
8

4
998
0
0
9
93
20
57
87
1,880
63

340

266
5,364

1,003

269
6,099
1,944
4,155
16
4,138

Non-consolidated Financial Statements
Non-consolidated Balance Sheet(As of March 31, 2021)
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

AmountDescription

72,17815,0001,479
909
45,377
34
2,046
14
7,094
244
(20)

Non-current assets
Property, plant and equipment
Buildings and structures
Machinery, equipment and vehicles
Tools and furniture
Land
Construction in progress
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

16,095
4,938
2,509
33
379
1,608
405
0
1,216
910
206
99
9,940
6,269
695
253

Allowance for doubtful accounts(691)

Total assets

691
11
1,088
199
916
506
88,274(Millions of Yen)
AmountLIABILITIESCurrent liabilities
Accounts payable for construction
contracts
Short-term borrowings
Accounts payable - otherAccrued expenses
Accrued consumption taxes
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
Non-current liabilities
Bonds payable
Long-term borrowings
Provision for retirement benefits
Other

35,78815,024
1,470
616
1,152
180
1,839
7,782
1,946
5,115
543
118
11,129
1,640
5,000
4,409
79

Total liabilities
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

46,917

Total net assets

41,356

Total liabilities and net assets

88,274- 25 -

39,397
9,614
2,165
2,165
0
27,683568
27,114289
26,824
(66)
1,959
1,959

Non-consolidated Statement of Income(April 1, 2020 - March 31, 2021)(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 sale of non-current assets
Loss on retirement of non-current assets
Loss on sale of investment securities
Loss on valuation of investment securities
Impairment losses
Profit before income taxes
Income taxes-current
Income taxes-deferred
Profit- 26 -

136,709395

137,105

123,263232

123,495

13,446
163

161
25
72
20
86
45
106
5

4
989
0
0
1
93
20
57
87
1,849
57

13,609
8,332
5,277

280

244
5,312

995

260
6,046
1,907
4,139