Itoki : Notice of the 73th ordinary general meeting of shareholders

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 shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

(Stock Exchange Code 7972)

March 7, 2023

(Starting Date of Electronic Provision Measures: March 1, 2023)

To Shareholders with Voting Rights:

President Koji Minato

ITOKI CORPORATION

Head Office: 1-6-11 Awajimachi,

Chuo-ku, Osaka

NOTICE OF

THE 73RD ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We would like to express our appreciation for your continued support and patronage.

The 73rd Ordinary General Meeting of Shareholders of ITOKI CORPORATION (the "Company") will be held for the purposes stated below.

In convening this Shareholders Meeting, the Company takes electronic provision measures and has posted the matters to be provided electronically on the following websites on the Internet.

The Company's website:https://www.itoki-global.com/investors/convocation_notices.html

In addition to the above website, these matters are also posted on the Tokyo Stock Exchange (TSE) website. Please access the TSE website below (Listed Company Search) to confirm the relevant information.

TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

• Please enter the issue name (company name) or stock exchange code of the Company to search for the Company, then select "Basic information," and then select "Documents for public inspection/PR information."

Instead of attending the meeting, you can exercise your voting rights by either of the methods below. Please review the Reference Documents for the General Meeting of Shareholders provided in the matters to be provided electronically and exercise your voting rights.

[Exercise of your voting rights in writing]

Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it to us by post so that it can reach us by 5:45 p.m. on Wednesday, March 22, 2023.

[Exercise of your voting rights by electromagnetic method (via the Internet, etc.)]

Please exercise your voting rights by 5:45 p.m. on Wednesday, March 22, 2023, in accordance with the "Guidance on the Exercise of Your Voting Rights by Electromagnetic Method via the Internet, Etc." on page 6 of the Japanese original.

1. Date and Time: Thursday, March 23, 2023, at 10 a.m. Japan time

(Doors open at 9 a.m.)

2. Place:Conference hall on the 9th floor of the Company's Osaka Showroom located at 1-6-11 Awajimachi, Chuo-ku, Osaka, Japan

(Please refer to the map at the end of this notice.)

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3. Meeting Agenda:

Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company's

73rd Fiscal Year (January 1, 2022-December 31, 2022) and results of audits by the Accounting Auditor and the Audit & Supervisory Board of the Consolidated Financial Statements

2. Non-Consolidated Financial Statements for the Company's 73rd Fiscal Year (January 1, 2022-December 31, 2022)

Proposals to be resolved:

Proposal 1: Appropriation of Surplus

Proposal 2: Partial Amendments to the Articles of Incorporation

Proposal 3: Election of Eight (8) Directors

Proposal 4: Election of Two (2) Audit & Supervisory Board Members

Proposal 5: Election of One (1) Substitute Audit & Supervisory Board Member

Proposal 6: Continuation of the Countermeasures Against Large-Scale Acquisitions of Company Shares (Takeover Defense Measures)

4. Other Matters concerning the Meeting

1. If you wish to attend the meeting by a proxy, please present the shareholder's Voting Rights Exercise Form and a letter of proxy.
2. If you exercise your voting rights both in writing and by electromagnetic method (via the Internet, etc.), your voting rights exercised by electromagnetic method shall be treated as the valid vote.
3. If you exercise your voting rights more than once by electromagnetic method (via the Internet, etc.), the last exercise of your voting rights shall be treated as the valid vote.
4. If there is no indication of your vote for or against the proposal in the Voting Rights Exercise Form, your vote shall be treated as approval of the proposal.

• If attending the meeting in person, please present the enclosed Voting Rights Exercise Form at the reception desk.
• If any revisions are made to the matters to be provided electronically, the revised versions will be posted on the respective websites where the matters are posted.
• The paper copy sent to shareholders also serves as the document describing the matters to be provided electronically on the request for delivery of the document. Please note that the following matters are excluded from the paper copy pursuant to the applicable law and Article 16 of the Company's Articles of Incorporation. As such, the paper copy is a part of the documents that were audited by the Audit & Supervisory Board Members and the Accounting Auditor when preparing their audit reports.
  "Matters Concerning Stock Acquisition Rights, etc.," the "notes to the Consolidated Financial Statements," "Non-Consolidated Statement of Changes in Net Assets" and the "notes to the Non-Consolidated Financial Statements"
• Please note that the numbers of page, item, and reference page described in the paper copy are the same as in the matters to be provided electronically.

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Reference Documents for the General Meeting of Shareholders

Proposals and Reference Information

Proposal 1: Appropriation of Surplus

Regarding the appropriation of surplus, we would like to propose the following.

Matters concerning the year-end dividend

The Company recognizes profit distribution as an important managerial issue and makes it a basic policy to ensure the continuous and stable payment of dividends to shareholders based on comprehensive consideration of its status of earnings, enhancement of internal reserves and future development of business operations from a long-term perspective.

In line with this policy, we would like to propose the payment of the year-end dividend of ¥37 per share for the fiscal year ended December 31, 2022, including an ordinary dividend of ¥17 and a special dividend of ¥20 per share as a return of profits to shareholders based on consideration of the business results for the fiscal year and the future business environment.

1. Type of dividend property: Cash
2. Matters concerning the allotment of dividend property and the total amount thereof:
   ¥37 per share of common stock of the Company (ordinary dividend: ¥17, special dividend: ¥20) In that case, total cash dividends will be ¥1,675,462,786.
3. Date on which the dividend of surplus will become effective: March 24, 2023

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Proposal 2: Partial Amendment to the Articles of Incorporation

1. Reason for the amendments

Based on the Company's current business status, the Company intends to add business purpose in Article 2 (Purpose) of the current Articles of Incorporation to respond to the diversification of the Company's business.

2. Details of the amendment

The details of the amendments are as follows.

							(Amended parts are underlined.)
Current Articles of Incorporation			Proposed Amendments
Article 2	(Purpose)				Article 2	(Purpose)
	The purpose of the Company shall be to		The purpose of the Company shall be to
	engage in the following businesses:			engage in the following businesses:
	1. - 7. (Provisions omitted)				1. - 7. (Unchanged)
	8. Construction,	steel	structure	8.	Construction,	steel	structure
	construction,	machinery	and			construction,	machinery	and
	equipment installation	work,	pipe			equipment installation	work,	pipe
	work, interior finishing construction,			work, interior finishing construction,
	telecommunications,	joinery			telecommunications,	joinery
	installation work, electrical work;			installation	work, electrical	work,
							scaffolding,	earthmoving	and
							concrete work;
	9. - 12. (Provisions omitted)				9. - 12. (Unchanged)
Article 3 - 50	(Provisions omitted)			Article 3 - 50 (Unchanged)
Supplementary Provisions (Provision omitted)	Supplementary Provisions (Unchanged)

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Proposal 3: Election of Eight (8) Directors

The terms of office of all seven (7) Directors-Masamichi Yamada, Koji Minato, Kenji Makino, Eiji Funahara, Yoshiaki Moriya, Hiroshi Nagata, and Shiro Nitanai-will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the election of eight (8) Directors is proposed, increasing the number of Directors by one (1) in order to further strengthen our management system.

The candidates for Director are as follows:

									Current positions and	Attendance at the
No.		Name		Board of Directors
		responsibilities at the Company
									meetings
1	Masamichi Yamada								Chairman	16 out of 17 meetings
			Reappointment
2	Koji Minato								President	12 out of 13 meetings
			Reappointment
									Director, Managing Executive
3	Yoshiaki Moriya				Reappointment				Officer and General Manager,	17 out of 17 meetings
									Administration Division
									Managing Executive Officer and	-
4	Naoki Kaze			New appointment
				General Manager, Sales Division
									Managing Executive Officer and
5	Junsei Shinada			New appointment			General Manager, Planning	-
									Division
					Reappointment
6	Hiroshi Nagata					External Director	17 out of 17 meetings
		External Director
			Independent Officer
					Reappointment
7	Shiro Nitanai					External Director	17 out of 17 meetings
		External Director
			Independent Officer
				New appointment
8	Mariko Bando					-	-
		External Director
			Independent Officer

(Note) As Mr. Koji Minato was appointed at the 72nd Ordinary General Meeting of Shareholders held on March 24, 2022 and assumed the office of Director. Therefore, the status of his attendance at the Board of Directors meetings is based on the number of Board of Directors meetings that were held after his assumption of office.

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