Tobishima : Notice of the 81th Annual General Meeting of Shareholders (6/5/2024) (135KB)

TOBISHIMA CORPORATION

Notice of the 81st Annual

General Meeting of

Shareholders

	Thursday, June 27, 2024
Date	10:00 a.m. (Reception starts at 9:00
a.m.)
Place	KSP Hall, West Wing 3rd Floor,
Kanagawa Science Park (KSP)
	3-2-1 Sakado, Takatsuku,
	Kawasaki City, Kanagawa Prefecture,
	Japan

Proposals Proposal No. 1 Appropriation of Surplus Proposal No. 2 Election of Seven Directors

Proposal No. 3 Election of Three Audit & Supervisory

Board Members

Proposal No. 4 Election of One Substitute Audit &

Supervisory Board Member Proposal No. 5 Approval of the Share Transfer Plan

Notices of annual general meetings of shareholders can be viewed on PCs, smart phones, and tablets.

https://s.srdb.jp/1805/

Convocation via the Internet

Securities code: 1805

To our shareholders

We would like to thank our shareholders for their continued support.

We hereby give our shareholders the notice of the 81st Annual General

Meeting of Shareholders.

With our brand narrative "Bringing Innovation to Construction. A platform company shaping the future of construction," we will continue to evolve into a "New Business Contractor," a business partner that goes beyond the boundaries of the construction industry to create new businesses of its own, while supporting the creation of businesses for a wide variety of people and promising to make it happen.

We appreciate your ongoing support for the TOBISHIMA Group.

June 2024

Masahiro Norikyo

President and

Representative director

Management Vision

- To Become a Company that Supports Future Industrial Promotion and Development -

Promoting corporate transformation from Tobishima Corporation to

"TOBISHIMA" to evolve into "New Business Contractor"

We will build a new platform, "New Business Contractor" to create "Society 5.0" together with

various people by broadening the framework of the construction industry, analyzing various potential needs and unresolved issues in our society, and having the capacity to solve such issues based our smart solution services.

Table of contents

Notice of Annual

General Meeting of

Shareholders

Reference Documents for Annual General Meeting of Shareholders

Business Report

Consolidated Financial Statements

Financial Statements

Auditor's Report

Corporate Outline

Notice of the 81st Annual General Meeting of Shareholders	1
Instructions on Exercising Your Voting Rights	4
Proposal No. 1 Appropriation of Surplus	7
Proposal No. 2 Election of Seven Directors	8
Proposal No. 3 Election of Three Audit & Supervisory Board Members	18
Proposal No. 4 Election of One Substitute Audit & Supervisory Board Member	22
Proposal No. 5 Approval of the Share Transfer Plan	24
I. Matters Concerning Current Status of the Group	56
II. Matters Concerning Shares	66
III. Matters Concerning Officers	68
IV. Status of Accounting Auditor	78
Consolidated Balance Sheets	80
Consolidated Statements of Income	80
Non-consolidated Balance Sheets	81
Non-consolidated Statements of Income	81
Accounting Auditor's Audit Report on Consolidated Financial Statements	82
Accounting Auditor's Audit Report	83
Audit & Supervisory Board's Audit Report	84
	85

To our shareholders:

Masahiro Norikyo

President and Representative Director

TOBISHIMA CORPORATION

1-8-15 Konan, Minato-ku, Tokyo

Notice of the 81st Annual General Meeting of Shareholders

We are pleased to announce the convocation of the 81st Annual General Meeting of Shareholders of TOBISHIMA CORPORATION (the "Company"), which will be held as indicated on the following page.

In convening this Annual General Meeting of Shareholders, the Company has taken measures to provide electronically the information contained in the Reference Documents for the Annual General Meeting of Shareholders (matters subject to measures for electronic provision), and has posted such information on the Company's website. Please access the following website to review the information:

Company website:https://www.tobishima.co.jp/english/shareholders.html

In addition to the above website, the information has been also posted on the website of the Tokyo Stock Exchange (TSE). Please access the TSE website below, enter or search for the issue name (TOBISHIMA CORPORATION) or securities code (1805), and select "Basic information" and "Documents for Public Inspection/PR Information" for confirmation.

TSE website:https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

In addition to the above, the information is also posted on the following website:

Convocation Notice via Internet: https://s.srdb.jp/1805/(Japanese only)

If you are unable to attend the General Meeting of Shareholders in person, in lieu of your attendance, please review the Reference Documents for the Annual General Meeting of Shareholders posted in the matters subject to measures for electronic provision and exercise your voting rights by returning the enclosed voting right exercise form to us or via the Internet in advance.

1

Voting by Mail (in Writing)

Please indicate your approval or disapproval of the proposals in the enclosed voting right exercise form and then return the form to the Company in order that it arrives no later than Wednesday, June 26, 2024, at 5:30 p.m. (JST).

Voting via the Internet

Please confirm "Voting via the Internet" on page [5], and enter your approval or disapproval of the proposals no later than Wednesday, June 26, 2024, at 5:30 p.m. (JST).

1. Date and Time: Thursday, June 27, 2024, at 10:00 a.m. (JST) (Reception starts at 9:00 a.m. (JST))

2. Venue:	KSP Hall, West Wing 3rd Floor, Kanagawa Science Park (KSP)
	3-2-1 Sakado, Takatsuku, Kawasaki City, Kanagawa

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

1. The Business Report and the Consolidated Financial Statements for the 81st fiscal year (April 1, 2023 to March 31, 2024), and the results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board
2. The Non-Consolidated Financial Statements for the 81st fiscal year (April 1, 2023 to March 31, 2024)

Matters to be resolved:

Proposal No. 1 Appropriation of Surplus

Proposal No. 2 Election of Seven Directors

Proposal No. 3 Election of Three Audit & Supervisory Board Members

Proposal No. 4 Election of One Substitute Audit & Supervisory Board Member

2

Proposal No. 5 Approval of the Share Transfer Plan

• This Convocation Notice is treated as a document to be delivered to shareholders who have requested the delivery of documents under the electronic provision system, and we are also providing the same information to shareholders who have not made such a request.

The following items are not included in the documents based on applicable laws and regulations as well as the stipulations in the Company's Articles of Incorporation.

(1). "V. Systems to Ensure that the Execution of Duties by Directors Complies with Laws and Regulations and the Company's Articles of Incorporation, and Other Systems to Ensure the Appropriateness of Business Operations, and the Status of Operation of Such Systems" of the Business Report;

(2). "Consolidated Statement of Changes in Shareholders' Equity" of the Consolidated Financial Statements and "Notes to Consolidated Financial Statements"; and

(3). "Statement of Changes in Shareholders' Equity" of the Non-Consolidated Financial Statements and "Notes to Non-Consolidated Financial Statements."

Item (1) above is a part of the Business Report that was audited by the Audit & Supervisory Board Members in preparing the audit report. Item (2) and Item (3) above are part of the Consolidated and Non-Consolidated Financial Statements that were audited by the Accounting Auditor and Audit & Supervisory Board Members in preparing the audit report.

• If any revisions are made to the matters subject to measures for electronic provision, details of the revision will be posted on the respective websites where they are posted.

3

Instructions on Exercising Your Voting Rights

Voting rights at the Annual General Meeting of Shareholders is an important right of every shareholder.

Please exercise your voting rights by either of the following methods after reviewing the Reference Documents for the Annual General Meeting of Shareholders posted in the matters subject to measures for electronic provision.

Attending the Annual General Meeting of Shareholders in Person

Please submit the enclosed voting form at the venue reception. (A seal is not required.)

Voting in Writing (by Mail)

Please indicate your approval or disapproval of the proposals in the enclosed voting form and then return the form without postage to the Company by postal mail.

Voting Deadline:Voting forms must arrive no later than Wednesday, June 26, 2024, at 5:30 p.m. (JST).

Instructions on filling out the voting form:

Please indicate your approval or disapproval of each proposal.

[Proposals No. 1, No. 4, and No. 5]

To approve the proposals, put a circle in the approval box.

To disapprove the proposals, put a circle in the disapproval box.

[Proposals No. 2 and No. 3]

To approve the election of all candidates, put a circle in the approval box.

To disapprove the election of all candidates, put a circle in the disapproval box.

To disapprove of the election of some candidates, put a circle in the approval box and then write the numbers of the candidates to disapprove for election.

4

Handling of Shareholder Voting Rights:

• If your approval or disapproval of a proposal is not indicated on the enclosed voting form, the vote will be deemed as indication of approval.
• If voting rights are exercised both in writing (by postal mail) and via the Internet, the votes cast via the Internet will be treated as valid votes. If voting rights are exercised more than once via the Internet, the last votes cast will be treated as valid votes.

Electronic Voting Platform

Institutional investors may use the electronic voting platform operated by ICJ, Inc. if the institutional investor has applied to use the said platform in advance.

Voting via the Internet

Please follow the instructions included below to indicate your approval or disapproval of each proposal. Voting Deadline: Votes must be cast no later than Wednesday, June 26, 2024, at 5:30 p.m. (JST).

Scanning the QR Code ("Smart Vote")

You can log into the website to exercise your voting rights without entering the voting code or password.

1. Please scan the QR code located on the bottom right of the voting form.
   *"QR code" is the registered trademark of DENSO WAVE INCORPORATED.
2. Please follow the instructions on the screen to indicate your approval or disapproval.

Entering the Voting Code and Password

Website to exercise voting rights: https://soukai.mizuho-tb.co.jp/

1. Please access the website to exercise voting rights.
2. Please enter the voting code printed on the voting form.
3. Please enter the password printed on the voting form.
4. Please follow the instructions on the screen to indicate your approval or disapproval.

5

The exercise of voting rights by "Smart Vote" is available only once.

If you would like to change your vote after exercising your voting rights, please access the website for PC and login by entering the voting code and password printed on the voting form, and exercise your voting rights again.

* You can access the website for PC by scanning the QR code again.

	Internet Help Dial, Stock Transfer Agency
Please contact the Internet Help Dial on the right if	Department, Mizuho Trust & Banking Co., Ltd.
you have any questions on how to exercise your	0120-768-524 (toll free)
voting rights via the Internet using a personal	(Open weekdays from 9:00 a.m. to 9:00 p.m. (JST),
computer, smartphone, mobile phone.	except during the year-end and New Year
	holidays)

Convocation Notice via Internet

You can easily access the main content of this notice on a PC or smartphone. Please access via the following website or QR code.

https://s.srdb.jp/1805/(in Japanese only)

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Reference Documents for Annual General Meeting of Shareholders

Proposals and Reference Information

Proposal No. 1 Appropriation of Surplus

The Company regards the stable return of profits to its shareholders and the enhancement of internal reserves to increase corporate value as a basic policy to pay dividends while giving consideration to business performance and the business environment.

In line with this basic policy, the Company proposes to pay a year-end dividend for the fiscal year of ¥70 per share.

Year-end dividends

1. Type of dividend property Cash
2. Allotment of dividend property and their aggregate amount ¥70 per common share of the Company
   Total dividends: ¥1,345,856,120
3. Effective date of dividends of surplus June 28, 2024

Annual dividends per share

Unit : yen

FY2020

FY2021

FY2022

FY2023

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