Yamauchi No.10 Family Office
Hirowaka Murakami, Chief Investment Officer
April 17, 2023
To the shareholders of Toyo Construction Co., Ltd. (Securities Code: 1890) (“Toyo”)
Notice Regarding Shareholder Proposals with Respect to Toyo
| Name of Director Candidate | Notable Work History, Etc. |
|---|---|
| Shinya Yoshida DOB: December 8, 1960 | Executive Officer, General Manager of Corporate Planning, Mitsubishi Corporation New Industry Financial Business Group CEO, Mitsubishi Corporation Representative Director & Executive Officer, Officer in charge of Corporate (domestic development) & Kansai Branch President, Mitsubishi Corporation Executive Officer, Chief Administrative Officer and Executive Officer in charge of Corporate Planning, Nippon Densan Co., Ltd. (currently known as NIDEC Corporation) |
| Akira Tousaka DOB: June 3, 1959 | General Manager of Construction Management Department of the Tokyo Metropolitan Branch & Deputy General Manager of the Tokyo Branch, Fujita Engineering Co., Ltd. (currently known as Fujita Corporation) Deputy Chief of Construction Headquarters & General Manager of Productivity Improvement Promotion Department, Fujita Engineering Co., Ltd. (currently known as Fujita Corporation) Executive Member of Construction Headquarters, Fujita Engineering Co., Ltd. (currently known as Fujita Corporation) Director & Executive Officer, Frontier Construction & Partners Co., Ltd. (incumbent) Director Senior Executive Officer, Contec Ltd. (incumbent) (*if Mr. Tousaka is appointed to become Toyo’s director, he is planning to resign as Director & Executive Officer of Contec Ltd.) |
We hereby announce that we have submitted a written notice on April 17, 2023, against Toyo regarding our exercise of our right to make shareholder proposals (“Shareholder Proposals”) at Toyo’s 101st annual general shareholders meeting to be held in June 2023 (“AGM”).
I. Overview of the shareholder proposals
The overview of the Shareholder Proposal is set out below. Please see the attachment for details.
1. Proposal 1: Election of Nine Directors
(Executive Director (full-time) Candidates)
(Outside Director Candidates)
| Name of Director Candidate | Notable Work History, Etc. |
|---|---|
| Masato Uchiyama DOB: July 23, 1955 | Operating Officer & General Manager of Energy Operation, Electric Power Development Co., Ltd. Representative Director & Vice President Executive Officer, Electric Power Development Co., Ltd. |
| Masaharu Okada May 7, 1956 | Head of Construction, Kanto Branch, Taisei Corporation General Manager of Sales Division (Construction), Kanto Branch, Taisei Corporation Senior Executive Officer & General Manager of the Third Construction Sales Division, Taisei Corporation |
| Shinichi Kato DOB: June 29, 1962 | Chief Financial Officer, The Tokyo Star Bank, Limited Managing Director & COO, Equis Energy Japan K.K. (currently known as Vena Energy Japan K.K.) President & Representative Director, Juwi Japan Energy Co., Ltd. Country Chair & President, RWE Renewables Japan G.K. President & CEO, Progression Energy Japan G.K. (incumbent) |
| Katsuya Natori DOB: May 15, 1959 | Executive Officer, Fast Retailing Co., Ltd. Director & Executive Officer, IBM Japan, Ltd. Outside Director, MODEC, Inc. Outside Director, Olympus Corporation |
2. Proposal 2 Election of One Corporate Auditor
| Name of Corporate Auditor Candidate | Notable Work History, Etc. |
|---|---|
| Tomoko Nonaka DOB: June 3, 1956 | Managing Lawyer, Nonaka & Kawarabayashi Law Office (incumbent) Outside Director, Fukuyama Transporting Co., Ltd. (incumbent) |
3. Proposal 3 Revision of the Amount of Remuneration for Directors
II. Purpose of the shareholder proposals
We propose to rebuild Toyo’s Board and corporate auditors by newly appointing nine directors and a corporate auditor to replace three of Toyo’s current directors (President Kyoji Takezawa, Representative Director Takahiro Yabushita, and Director Mamoru Sato) and three current outside directors. With the rebuilt Board and corporate auditors, we aim to achieve the following:
Strengthen the management system to enable achievement of, and to build a strategic vision for Toyo, as well as to build a sound governance system of Toyo;
To create value through long-term business transformation and unleash Toyo’s potential value; and
To build a system to seriously evaluate competing acquisition proposals including ours.
Of the candidates for directors that we propose, Mr. Yoshida, Mr. Tousaka, Mr. Uchiyama, Mr. Okada, and Mr. Kato have practical experience serving as directors and department heads at listed companies, including infrastructure-related and construction companies. These candidates have the qualities required to achieve our proposals for improving corporate value or realize the improvement of corporate value even at a higher level. In addition, Mr. Natori, Mr. Yamaguchi, Mr. Matsuki, and Ms. Murata, and corporate auditor candidate Ms. Nonaka have a high level of expertise and independence as governance experts, and are the right candidates to rebuild Toyo’s governance structure.
Furthermore, of our director candidates, everyone except for Mr. Yoshida is independent with no business relationship with us (with respect to Mr. Yoshida, there is an advisory agreement between him and YFO for the purpose of discussing the improvement of Toyo’s corporate value, but the agreement is planned to be terminated if Mr. Yoshida has been appointed to become Toyo’s director), which will enable Toyo to appropriately consider all options for measures to improve corporate value, including our acquisition proposal.
For more information for shareholders, please visit YFO’s website (in Japanese: https://www.ja.rebuildtoyo.com/; in English：https://www.rebuildtoyo.com/）