Kajima : Notice of the 127th Ordinary Stockholders’ Meeting and Meeting Materials

IMPORTANT NOTICE

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 other forms of damages arising from the translation.

Securities Code: 1812

June 4, 2024

(Electronic Provision Measures Commencement Date: May 24, 2024)

To Stockholders with Voting Rights

Hiromasa Amano

President and Representative Director

Kajima Corporation

3-1, Motoakasaka 1-chome,Minato-ku,

Tokyo, Japan

NOTICE OF THE 127th ORDINARY STOCKHOLDERS' MEETING

Please be advised that the 127th Ordinary Stockholders' Meeting of the Company will be held as described below.

If you decide not to attend the meeting in person, you can instead exercise your voting rights via the Internet or by mailing the Voting Rights Exercise Form. Please review the attached Reference Documents for the Stockholders' Meeting and exercise your voting rights by entering your votes or returning the Voting Rights Exercise Form so that it reaches us no later than Monday, June 24, 2024 at 5:30 p.m., Japan Standard Time.

1. Date and Time: Tuesday, June 25, 2024 at 10:00 a.m., Japan Standard Time

2. Place:	East 21 Hall
	1st floor, Hotel East 21 Tokyo
	3-3, Toyo 6-chome,Koto-ku, Tokyo, Japan

3. Agenda of the Meeting: Matters to be reported:

Proposals to be resolved: Proposal No. 1: Proposal No. 2: Proposal No. 3:

1. The Business Report, the Consolidated Financial Statements, and the audit results of the Consolidated Financial Statements by the Independent Auditor and the Audit & Supervisory Board for the 127th Fiscal Year (from April 1, 2023 to March 31, 2024)
2. The Non-consolidated Financial Statements for the 127th Fiscal Year (from April 1, 2023 to March 31, 2024)

Appropriation of Retained Earnings

Election of twelve Directors

Election of two Audit & Supervisory Board Members

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1. Measures for Electronic Provision:
   For this Stockholders' Meeting, we have adopted measures for the electronic provision of information contained in the Reference Documents for the Stockholders' Meeting and other documents (the "Electronic Provision Measures Matters"). This information is posted on the Company's website, shown below, so please access the website to view this information.
   The information constituting the Electronic Provision Measures Matters is also posted on the website of the Tokyo Stock Exchange (TSE). If you are unable to view it from the Company's website, please access the URL shown below, enter "Kajima" in the Issue name (company name) field or "1812" in the Code field to search, and select "Basic information" then "Documents for public inspection/PR information" to view the information.
   The Company's website: https://www.kajima.co.jp/english/ir/stock_meeting/index.html
   TSE website (TSE Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
2. Matters Determined for the Convocation:
3. 1. Among the Electronic Provision Measures Matters, the following items are not presented in the paper copy sent to stockholders who have requested for delivery of documents, in accordance with the provisions of laws, regulations, and the Articles of Incorporation. The Audit & Supervisory Board Members and the Independent Auditor have audited the documents required to be audited, including the following matters.
   2. 1. "Consolidated Statement of Changes in Equity" in the Consolidated Financial Statements
      2. "Notes for the Consolidated Financial Statements" in the Consolidated Financial Statements

(iii)"Non-consolidated Statement of Changes in Equity" in the Non-consolidated Financial Statements

1. 1. "Notes for the Non-consolidated Financial Statements" in the Non-consolidated Financial Statements
2. If you do not indicate your vote to a proposal when exercising voting rights by post, this will be treated as a vote in agreement with the proposal made by the Company.
3. If you plan to exercise your voting rights by proxy at the meeting, it is required to submit a written power of attorney and your Voting Rights Exercise Form as well as the proxy's Voting Rights Exercise Form at the reception desk of the meeting. (Pursuant to the Articles of Incorporation of the Company, only one stockholder with voting rights can be appointed as a proxy.)

Discontinuation of Delivery of Notice of Resolutions of the Ordinary Stockholders' Meetings by Post

The Company discontinued the service of sending a Notice of Resolutions of the Ordinary Stockholders' Meeting by post from the 126th Ordinary Stockholders' Meeting and the notice is available for viewing only on the Company's website. Thank you for your understanding in this matter.

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Remarks Related to the Convocation of the Ordinary Stockholders' Meeting

1. If you plan to attend the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk when you arrive at the venue.
2. We will aim to conduct smooth and efficient proceedings. Therefore, the number of questions each stockholder can ask in the Q&A session will be limited to one question.
3. Any changes to the Electronic Provision Measures Matters (including changes to the date, time and place of the meeting) will be posted, together with the relevant matters before and after the change, on the Company's website and the TSE website.

Advance Submission of Questions

1. The Company will accept questions related to the agenda of this Stockholders' Meeting during the period shown below, for the convenience of stockholders not attending the meeting in person.

The Company's website: https://www.kajima.co.jp/ir/stock_meeting/index-j.html(Stockholders' Meeting > Advance Question Form (for stockholders only) (Japanese version only))

1. The following passcode will be needed to fill in the form. The Company may not be able to answer all questions submitted. Thank you for your understanding in this matter.
2. Each stockholder is allowed to submit one question. The Company plans to announce its responses,

focusing on the most commonly submitted questions, at the Stockholders' Meeting and, subsequently, on its website. Only the questions and responses will be announced.

Submission period: From Thursday, June 13, 2024 12:00 p.m.

to Thursday, June 20, 2024 12:00 p.m., Japan Standard Time

Passcode:8426

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Guide for Exercise of Voting Rights:

The following four methods are available for exercise of voting rights.

1. Exercise of voting rights via "Smart Voting"
   Voting deadline: Monday, June 24, 2024 at 5:30 p.m., Japan Standard Time
   Please scan "the Login QR Code to Voting Rights Exercise Website for Smartphones" in the bottom-right corner of the enclosed Voting Rights Exercise Form using a smartphone or tablet device, and enter your votes for or against each of the proposals no later than the voting deadline.
   *There is no website for mobile phones.
   ▶▷ Please refer to the enclosed leaflet for the details of exercise of voting rights.
2. Exercise of voting rights by entering the voting rights exercise code and password Voting deadline: Monday, June 24, 2024 at 5:30 p.m., Japan Standard Time
   Please access our voting website and enter your votes for or against each of the proposals no later than the voting deadline.
   [URL of the website for exercise of voting rights] https://www.web54.net (Japanese version only) ▶▷ Please refer to the following page for the details of exercise of voting rights.
3. Exercise of voting rights by post
   Voting deadline: Monday, June 24, 2024 at 5:30 p.m., Japan Standard Time
   Please indicate your votes for or against each of the proposals on the enclosed Voting Rights Exercise Form and return the form so that it reaches us no later than the voting deadline.
4. For stockholders attending the Stockholders' Meeting
   Date and time of the meeting: Tuesday, June 25, 2024 at 10:00 a.m., Japan Standard Time Please bring the enclosed Voting Rights Exercise Form and submit it at the reception desk.

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Guidance for Exercise of Voting Rights by Entering the Voting Rights Exercise Code and Password

You can exercise your voting rights by entering the voting rights exercise code and password only through the Company's designated website (https://www.web54.net) (Japanese version only).

Please read through the following contents and confirm the following matters prior to using the website. To exercise your voting rights by entering the voting rights exercise code and password, you will need the "voting rights exercise code" and the "password" printed on the back side of the Voting Rights Exercise Form.

Website for Exercise of Voting Rights: https://www.web54.net

You can also exercise your voting rights via a smartphone or tablet device by scanning the QR code on the right using the barcode reader in your mobile device and accessing the website for exercise of voting rights.

Handling of exercise of voting rights

1. If you exercise your voting rights both by post and through the Internet, etc., the exercise through the Internet, etc. shall be deemed to be effective.
2. If you exercise your voting rights more than once through the Internet, etc., the last vote shall be deemed to be effective.

Handling of password

1. The password is important information used to verify whether the person exercising voting rights is a legitimate stockholder. Please handle it carefully.
2. The password will be disabled when inputted incorrectly for a certain number of times. If your password is locked, please follow the instructions on the screen.

Conditions for using the system

Fees for internet providers and carriers (connection charges, etc.) associated with using the website for exercise of voting rights shall be at your own expense.

Contact information regarding the operation of your personal computer, etc.

If you have any questions regarding the operation of your personal computer, etc. to exercise your voting rights on the website, please contact the following for assistance:

Hotline of Stock Transfer Agency Web Support, Sumitomo Mitsui Trust Bank, Limited

0120-652-031 (toll free in Japan, operating hours: 9:00 a.m. to 9:00 p.m., Japan Standard Time)

For institutional investors

The Company participates in the "Electronic Voting System Platform" operated by ICJ, Inc.

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Reference Documents for the Stockholders' Meeting

Proposals and References

Proposal No. 1: Appropriation of Retained Earnings

The Company's basic policy is to allocate profits taking account of balance between growth investment and stockholder returns, with the aim of achieving sustainable growth and increasing corporate value, while maintaining financial soundness. Regarding dividends, the Company plans to pay dividends with a target payout ratio of 40%, as well as to flexibly contribute to stockholder returns by acquiring own shares and other means with consideration of business performance, financial condition and business environment.

The Company proposes a year-end dividend for the fiscal year under review and appropriation of retained earnings in the following manner.

1. Year-endDividend

1. Type of Distribution Cash
2. Allocation of Distribution per-share and Total Amounts ¥55.00 per common share of the Company ¥26,643,322,640 in total
   As such, the dividend for the fiscal year under review will be ¥90 per share, including a ¥35 interim dividend.
3. Effective Date of Dividend Payment June 26, 2024

1. Other Appropriation of Retained Earnings

1. Item and the Amount of Retained Earnings to be Increased General reserve: ¥37.0 billion
2. Item and the Amount of Retained Earnings to be Decreased Retained earnings carried forward: ¥37.0 billion

[Reference]

The Company resolved at the Board of Directors' Meeting held on May 14, 2024 to acquire own shares within the upper limit of 12,000,000 shares and ¥30.0 billion in value.

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Proposal No. 2: Election of twelve Directors

The term of all twelve Directors will expire at the closing of this Stockholders' Meeting. Accordingly, the Company proposes electing twelve Directors including five Outside Directors.

The candidates are as shown in the table below.

This Proposal No. 2 has been determined at the Board of Directors' Meeting after having undergone deliberation at the Nomination Advisory Committee consisting of Outside Directors and the President.

Candidate			Number of the Board
Name	Positions and assignments at the Company	of Directors'
no.	Meetings Attended
			(Rate of Attendance)
1	Yoshikazu Oshimi		14/14
[Renominated]	Chairman, Representative Director
(100%)
	[Male]
2	Hiromasa Amano	President, Representative Director	13/14
[Renominated]
Member of the Nomination Advisory Committee	(93%)
	[Male]
3	Keisuke Koshijima	Executive Vice President, Representative Director	14/14
[Renominated]
General Manager, Overseas Operations Division	(100%)
	[Male]
	Masaru Kazama	Executive Vice President, Representative Director
4	General Manager, Civil Engineering Management Division	11/11
[Renominated]
Responsible for Safety and Overseeing Machinery and Electrical	(100%)
	[Male]
	Engineering Department
5	Hiroshi Ishikawa	Director, Executive Vice President	14/14
[Renominated]
Responsible for Sales and Marketing	(100%)
	[Male]
	Takeshi Katsumi	Director, Executive Vice President
6	General Manager, Administration Division	14/14
[Renominated]
Overseeing Audit Department, and Safety and Environmental Affairs	(100%)
	[Male]
	Department
7	Takashi Kumano		14/14*
[New candidate]	Audit & Supervisory Board Member
(100%)
	[Male]
	Kiyomi Saito
8	[Renominated]	Director	14/14
[Outside Director]	Chairperson of the Nomination Advisory Committee
(100%)
	[Independent Director]	Chairperson of the Governance and Remuneration Advisory Committee
	[Female]
	Yoichi Suzuki
9	[Renominated]	Director	14/14
[Outside Director]
Member of the Governance and Remuneration Advisory Committee	(100%)
	[Independent Director]
	[Male]
	Tamotsu Saito
10	[Renominated]	Director	14/14
[Outside Director]	Member of the Nomination Advisory Committee
(100%)
	[Independent Director]	Member of the Governance and Remuneration Advisory Committee
	[Male]
	Masami Iijima
11	[Renominated]	Director	10/11
[Outside Director]	Member of the Nomination Advisory Committee
(91%)
	[Independent Director]	Member of the Governance and Remuneration Advisory Committee
	[Male]
	Kazumine Terawaki
12	[Renominated]	Director	14/14*
[Outside Director]
Member of the Governance and Remuneration Advisory Committee	(100%)
	[Independent Director]
	[Male]

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*Notes: 1. Mr. Takashi Kumano attended the Board of Directors' Meetings as Audit & Supervisory Board Member.

2. Mr. Kazumine Terawaki attended the Board of Directors' Meetings three times as Outside Audit & Supervisory Board Member and eleven times as Outside Director.

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Candidate	Name	Career summary, positions, assignments and status of other	Number of
shares of the
No.	(Date of birth)		important concurrent positions
	Company held
		April 1974	Joined the Company
		June 2005	Executive Officer
			General Manager, Yokohama Branch
		April 2008	Managing Executive Officer
			General Manager, Yokohama Branch
		April 2009	Managing Executive Officer
			General Manager, Building Construction
			Management Division
		April 2010	Senior Executive Officer
			General Manager, Building Construction
			Management Division	61,781
		April 2013	Senior Executive Officer
		shares
			General Manager, Kansai Branch
	Yoshikazu Oshimi
	April 2015	Executive Vice President
	(February 21, 1949)	June 2015	President, Representative Director
	[Male]	June 2021	Chairman, Representative Director
1			(to the present)
	[Renominated]	(Important concurrent positions)
		Outside Director, The Building & Housing Center of Japan,
		Inc.
		Outside Director, EAST JAPAN CONSTRUCTION
		SURETY CO., LTD.
	[Reasons for nomination	as a candidate for Director]

Mr. Yoshikazu Oshimi has served as President, Representative Director since June 2015 and then as Chairman, Representative Director since June 2021, after having served as General Manager, Yokohama Branch and General Manager, Building Construction Management Division. As the Chairman of the Board of Directors, Mr. Oshimi has been striving to enhance the function of the Board of Directors, such as through important managerial decision making and by overseeing the Company's business execution. The Company renominates him as a candidate for Director, as he has hitherto fully performed his duties as Director based on his wealth of business experience and excellent track record in the Company, along with his insight into the Kajima Group's management in general.

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Candidate	Name	Career summary, positions, assignments and status of other	Number of
shares of the
No.	(Date of birth)		important concurrent positions
	Company held
		April 1977	Joined the Company
		April 2009	Executive Officer
			Assistant General Manager, Building
			Construction Management Division
		April 2012	Executive Officer
			General Manager, Chubu Branch
		April 2013	Managing Executive Officer
			General Manager, Chubu Branch	46,100
		April 2014	Senior Executive Officer
		shares
			General Manager, Tokyo Architectural
	Hiromasa Amano
		Construction Branch
2	(September 26, 1951)	April 2017	Executive Vice President
[Male]		General Manager, Tokyo Architectural
			Construction Branch
	[Renominated]	April 2021	Executive Vice President
	June 2021	President, Representative Director
			(to the present)
	[Reasons for nomination	as a candidate for Director]
	Mr. Hiromasa Amano has been serving as President, Representative Director since June 2021, with
	supreme responsibility for the Company's business execution, after having served as General
	Manager, Chubu Branch and General Manager, Tokyo Architectural Construction Branch. The
	Company renominates him as a candidate for Director, as he has hitherto fully performed his duties
	as Director based on his wealth of business experience and excellent track record in the Company,
	along with his insight into the Kajima Group's management in general.

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