May 14, 2021

To all concerned parties
Name of Company:
Stock Exchange
Listing:
Stock Code:
Representative
E-mail:ASANUMA CORPORATIONTokyo Stock Exchange,
First Section
1852
Title: Representative
President
Name: Makoto Asanuma
asanuma̲ir@asanuma.co.jp

Notice of Our Board Opinion on Shareholders’ Proposal Rights
As announced on April 28, 2021, we have received the written proposal for the exercise of the shareholders’right at the 86th Annual General Meeting of Shareholders to be held in June 2021.At the Board of Directors
meeting held today, we have resolved to oppose the proposal. Details are as follows.

I. Proposed shareholders
Name of shareholders: INTERTRUST TRUSTEES (CAYMAN) LIMITED SOLELY IN ITS CAPACITY AS
TRUSTEE OF JAPAN-UP
And STRATEGIC CAPITAL CO, INT.
II. Details of the Shareholders’ Proposal and Reasons for the Proposal
1. Agenda(1) Amendment to the Articles of Incorporation pertaining to the Sale of Policy Holding Shares(2) Appropriation of Retained Earnings
2. Content of the agenda and the reasons for the proposal
As indicated in the attached document "Details of the Shareholders' Proposal and Reasons for the Proposal."
The attached "Details of the Shareholders' Proposal and Reasons for the Proposal." contains the relevant
descriptions of the Shareholders’ Proposal submitted by the Proposal Shareholder in the original text.

III. Our Board Opinion on the Shareholders’ Proposals
1. Amendment to the Articles of Incorporation pertaining to the Sale of Policy Holding Shares(1) Opinions of our board of directors
Our Board of Directors opposes this shareholders’ proposal.
(2) Reason for opposition
At the end of March 2021, we held listed shares in the amount of ¥5.556 billion as Policy Holding
Shares. For listed stocks, we have reduced the balance of Policy Holding Shares to less than 10% ofconsolidated net assets by the end of March 2022 by reducing dividends from holdings and profits
from construction work below the cost of shareholders' equity. At the beginning of each fiscal year,
the Board of Directors verifies the appropriateness of holdings of individual stocks.
In accordance with the above policy, in the fiscal year ended March 2021, we sold ¥1.946 billion offive brands, and in conjunction with the retail of ¥15 million of one brand at affiliated company, theresidual amount of Policy Holding Shares was 17.6% at the end of March 2020, which was down to
13.3% at the end of March 2021. We intend to continue to reduce the balance of Policy Holding
Shares during the period ending March 2022.
Accordingly, we conclude that this proposal, which is an amendment to the Articles of Incorporation
requiring the sale of all Policy Holding Shares during the 87th fiscal year (fiscal year ending March2022), does not conform to the above policy and does not contribute to the improvement of ourcorporate value. Therefore, our Board of Directors opposes this proposal.
2. Appropriation of Retained Earnings(1) Opinions of our board of directors
Our Board of Directors opposes this shareholders’ proposal.
(2) Reason for opposition
Our basic policy on shareholders’ returns is to return profits to shareholders as our most important
policy. To realize this policy, we strive to maintain and strengthen the company's competitivenesswhile developing new technologies necessary for future business development, and to distributeprofits based on business results.
In the previous three-year medium-term plan (March 2019 to March 2021), the Company will set thedistribution policy at 30% or more for the fiscal year ended March 2019, 40% or more for the fiscal
year ended March 2020, and 50% or more for the fiscal year ended March 2021. In the fiscal year
ended March 2019, the Company paid a dividend ¥153 per share of common stock (30.3% for theconsolidated payout ratio) and ¥216 per share of common stock (40.5% for the consolidated payoutratio) for the fiscal year ended March 2020. At the 86th Annual General Meeting of Shareholders
scheduled for June 2021, the Company will submit a proposal for a payout of ¥257 per share ofcommon stock (50.0% for the consolidated payout ratio) for the fiscal year ended March 2021.
In addition, under the current three-year medium-term plan announced in April 2021 (the fiscal years
ending March 2022 to March 2024), the Company has set a dividend policy of "maintaining aconsolidated dividend payout ratio of at least 50%, which is the highest level in the constructionindustry," and plans to pay a dividend of ¥260 per common share (a consolidated dividend payout
ratio of 50.2%) in the fiscal year ending March 2022, ¥274 per common share (a consolidateddividend payout ratio of 50.2%) in the fiscal year ending March 2023, and ¥282 per common share (aconsolidated dividend payout ratio of 50.0%) in the fiscal year ending March 2024.
With regard to the use of funds after dividend payments arising from annual earnings, while
maintaining the minimum required cash and deposits balance, under the previous three-year mediumterm plan, we plan to invest ¥18 billion over the three-year period in initiatives such as "realization of

100% cashing payments to partner companies," "expansion and renovation of technical researchlaboratories," "full conversion of core systems to cloud computing," and "building a new renewal
brand." In the current three-year plan, we plan to invest ¥8 billion over the three-year period in
initiatives such as "M&A of ASEAN regional renovation companies," "sophistication of productivity
improvement systems," and "development of environment-related technologies."
We believe that this use of funds is indispensable to contributing to stable growth in business results
and to ensuring stable returns to our shareholders.
Accordingly, the Company believes that this proposal, which requires a 100% dividend of net income,is inconsistent with the basic policy for shareholder returns and measures to utilize funds indispensable
for sustainable growth, and does not contribute to the enhancement of our corporate value. Therefore,
our Board of Directors opposes this proposal.

The attached "Details of the Shareholders' Proposal and Reasons for the Proposal"※ The relevant descriptions of the Shareholders’ Proposal submitted by the Proposing Shareholders arepresented in the original text.
1. Overview of our proposal① Sell cross-shareholdings to improve capital efficiency
One of the reasons for Asanuma's low valuation is excessive cash and cross-shareholdings it holds.
To improve capital efficiency and eliminate the impact of the stock price movements on Asanuma'sfinancial results, we propose to sell the cross-shareholdings during the FY ending March 2022. We hope
they will use the proceeds to enhance shareholder value.
② Prevent further accumulation of equity capitalDue to the continuous low level of shareholder returns in the past, Asanuma 's equity capital and net cash
have accumulated and account for 20% of its market capitalization as of April 19, 2021.
We propose a payout ratio of 100% to prevent further accumulation of cash and equity capital.
Note that we made the same shareholder proposals as above last year, and both gained 21-28% of favor
votes.
2. The detailed translation of our proposal① Revision of the provisions of articles with regard to the Dissolution of Cross-Shareholdings
Add the following Chapter and Article to the current Articles of Incorporation
CHAPTER VII. DISSOLUTION OF CROSS-SHAREHOLDINGS
Article 34 (Dissolution of cross-shareholdings)
The Company shall sell all the cross-shareholdings, as of the effective date of the revision of the Articles ofIncorporation, immediately during the 87th fiscal period.
② Appropriation of surplus
A) Type of dividend
CashB) Allocation and the total amount of dividends
The amount obtained by deducting the amount of dividend payment from surplus per common share of
the Company which will be proposed by theBoard of Directors of the Company at the 86th Annual General Meeting of Shareholders and approved
thereat, from JPY498.
In case Earnings Per Share rounded down to the nearest integer in the 86th fiscal period (hereinafterreferred to as “actual EPS”) is different from JPY498, JPY498 in the previous paragraph shall be
replaced with actual EPS.
The total amount of dividends is calculated by multiplying the dividend amount per the one common
stock described above by the number of shares subject to dividend payment as of the record date ofvoting rights at the 86th Annual General Meeting of ShareholdersC) Effective date of dividend payment from surplus
The day after the 86th Annual General Meeting of Shareholders of the Company is held.
If the Board of Directors of the Company submits the proposal on appropriation of surplus at the 86th
Annual General Meeting of Shareholders, this proposal will be submitted to make an additional
proposal separately from such proposal.