Obayashi : Notice of Convocation of the 120th Ordinary General Meeting of Shareholders

Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the Japanese original shall prevail. OBAYASHI CORPORATION assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

Notice of Convocation of

the 120th Ordinary General Meeting of Shareholders

Securities Code: 1802 May 31, 2024 (Start date of electronic provision measures: May 29, 2024)

Dear Shareholders,

You are hereby notified that the 120th Ordinary General Meeting of Shareholders of OBAYASHI CORPORATION (hereinafter referred to as the "Corporation") will be held as described below.

Out of consideration for the convenience of shareholders, this General Meeting of Shareholders will be live streamed on the Internet. If you are unable to attend the meeting or would prefer to watch the live stream, you may exercise your voting rights in advance in writing (by mail) or via the Internet. In this case, we kindly request that you review the Reference Documents for the General Meeting of Shareholders from page 6 and exercise your voting rights by 5:15 p.m. on Wednesday, June 26, 2024 in Japan Standard Time.

Sincerely yours,

Kenji Hasuwa

Representative Director

President and CEO

OBAYASHI CORPORATION

2-15-2, Konan, Minato-ku, Tokyo

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Details of the General Meeting of Shareholders

1. Date and Time:
   Thursday, June 27, 2024, at 10:00 a.m. (Japan Standard Time) (Reception starts at 9:00 a.m.)
2. Place:
   Head Office of the Corporation (3F Auditorium), Shinagawa Intercity Tower B, 2-15-2, Konan, Minato-ku, Tokyo, Japan
3. Agenda
   Matters to be reported:
   Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements for the 120th Fiscal Year (from April 1, 2023 to March 31, 2024; hereinafter referred to as the "FY2023"), as well as the audit reports of the Accounting Auditors and the Audit & Supervisory Board for Consolidated Financial Statements
   Matters to be resolved:
   Proposal 1: Appropriation of Surplus
   Proposal 2: Election of Nine (9) Directors
   Proposal 3: Election of One (1) Audit & Supervisory Board Member

We would appreciate your understanding that gifts will not be distributed to attending shareholders.

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Notice of providing informational materials for the General Meeting of Shareholders in

electronic format

• When the Corporation convenes this General Meeting of Shareholders, in addition to sending this notice, the Corporation takes measures for providing informational materials for the general meeting of shareholders in electronic format as provided for by the provisions of laws and regulations and Article 16 of the Articles of Incorporation of the Corporation.
• Items subject to measures for electronic provision are posted on the following website.

The Corporation's website: URL: https://www.obayashi.co.jp/ir/shareholder_meeting.html (in Japanese)

Tokyo Stock Exchange website

(Listed Company Search)

Access the URL below, and enter "Obayashi Corporation" in the "Issue name (company name)" or "1802" in the "Code," and click "Search." Then, click "Basic information" and select "Documents for public inspection/PR information." Under "Filed information available for public inspection," click "Click here for access" under "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting]."

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

Website for the General Meeting of Shareholders materials

URL: https://d.sokai.jp/1802/teiji/ (in Japanese)

• If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items before and after the revisions will be posted on the above websites.

Information Concerning the General Meeting of Shareholders

• You are kindly requested to present the "Form for Exercising Voting Rights" sent out with this notice to the receptionist when you attend the meeting.
• If you intend to exercise your voting rights by proxy, one other shareholder who possesses voting rights may attend the General Meeting of Shareholders as a proxy. If this is the case, please note that such shareholder is requested to submit the letter of proxy.
• If you need a sign-language interpreter or disability assistance, you may attend the General Meeting of Shareholders accompanied by one interpreter or assistant. However, please be aware that the interpreter or assistant is not able to exercise voting rights or ask questions.
• A dedicated area for wheelchair users is available at the venue. On arrival, please speak to the staff in front of the escalator on the 2nd floor of Shinagawa Intercity Tower B, who will direct you.
• The voting results on the resolutions of the General Meeting of Shareholders will be posted on our website.
• The General Meeting of Shareholders will be live streamed on the Internet. In addition, selected video footage of the live stream will be made available after the meeting on our website.
  Planned video footage release date: Monday, July 1, 2024 10:00 a.m. (The live stream and the video footage will be provided in Japanese only)
• In the event of a major change in the administration of the General Meeting of Shareholders due to unavoidable reasons, such as a drastic decrease in the number of people allowed to enter, we will notify you on our website above.
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Guidance for Exercising Voting Rights

You may exercise your voting rights by one of the following three methods.

1. To exercise your voting rights by attending the General Meeting of Shareholders Please present the "Form for Exercising Voting Rights" to the receptionist.
   Date and time of the meeting: Thursday, June 27, 2024, at 10:00 a.m. in Japan Standard Time (Reception starts at 9:00 a.m.)
2. To exercise your voting rights in writing (by mail)

Please indicate on the "Form for Exercising Voting Rights" whether you approve or disapprove of each proposal, and return it by the voting deadline below.

Deadline: to be received by 5:15 p.m., Wednesday, June 26, 2024 in Japan Standard Time.

How to fill out the "Form for Exercising Voting Rights"

Please indicate whether you approve or disapprove of each proposal.

*If no indication of approval or disapproval is made for a proposal, it will be treated as an indication of approval.

3. To exercise your voting rights via the Internet

Follow the instructions (available in the Japanese original only) and input your vote for or against each proposal.

Deadline: to be exercised by 5:15 p.m., Wednesday, June 26, 2024 in Japan Standard Time.

Please note that your voting via the Internet shall prevail, if you exercise your voting rights both in writing (by mail) and via the Internet. If you exercise your voting rights more than once via the Internet, only the last vote shall be deemed effective.

If you intend to attend the Ordinary General Meeting of Shareholders, neither voting in writing (by mail) nor via the Internet is necessary.

Institutional investors may use the electronic platform to exercise voting rights for institutional investors, operated by ICJ, Inc.

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Guidance on Live Streaming of the General Meeting of Shareholders

The General Meeting of Shareholders of the Corporation will be live streamed on the Internet as follows for viewing at home or elsewhere.

1. Date and time of the live stream

From 10:00 a.m. to the end of the meeting on Thursday, June 27, 2024 (Japan Standard Time)

1. • There may be circumstances such as natural disasters that make live streaming impossible. Should we be unable to provide a live stream on the day, we will notify you on our website (https://www.obayashi.co.jp/en/ir/shareholder_materials.html).
2. How to view the live stream
   URL: https://engagement-portal.tr.mufg.jp/
3. 1. Please access the above URL (hereinafter referred to as the "General Meeting of Shareholders online "Engagement Portal"").
   2. On the shareholder authentication screen (login screen), enter your "Login ID" and "Password," then after confirming the terms of use, check the "Accept terms of use" box and click the "Login" button. The "Login ID" and "Password" are the same as the "Login ID" and "Temporary password" for the website for exercising voting rights, which is printed on the lower right side of the "Form for Exercising Voting Rights" (duplicate form) enclosed with the notice.
   3. • You may change the temporary password to a different password, but the changed password will not be carried over to the General Meeting of Shareholders online "Engagement Portal." Therefore, since we ask you to continue to use the "Temporary password" on the lower right of the Form for Exercising Voting Rights, please keep the right side of the Form for Exercising Voting Rights (duplicate form) on hand.
   4. After logging in, click on the "View today's live stream" button, and after confirming terms of use for viewing the live stream on the day, check the "Accept terms of use" box and click on "View."
   5. • The view today's live stream page will be accessible about 30 minutes prior to the start time of the meeting.

Points to note regarding live streaming

• Viewing a live stream is not recognized as attending the General Meeting of Shareholders under the Companies Act. Therefore, shareholders viewing live stream are not allowed to ask questions, exercise voting rights, nor submit proposals at the General Meeting of Shareholders.
• With regard to exercising voting rights, we ask that you exercise your vote beforehand either in writing (by mail) or via the Internet, following the guidance on page 4 of this notice by the deadline.
• Only the shareholder may view the live stream. We ask that proxies, etc. refrain from viewing it.
• Taking photographs or making video or audio recordings of the live stream, and storing or publishing them on social media and so forth are strictly prohibited.
• Please note that faults in video and audio performance may occur due to your device (model, performance, etc.) and the Internet connection environment (condition of lines, connection speed, etc.).
• The shareholder is responsible for telecommunication fees incurred while watching the live stream.
• If you lose the Form for Exercising Voting Rights, you can ask for a reissue at the contact point (available in the Japanese original only). However, please be aware that after about one week prior to the date of the General Meeting of Shareholders, you may be unable to receive a reissue, depending on the timing of your request.
• Out of consideration for the privacy of shareholders in attendances, video recording of the venue will be restricted to the area near the seating of the chairman and the officers. However, some attending shareholders may be recorded despite our efforts to avoid it.We thank you for your understanding.
• • 5 -

Reference Documents for General Meeting of Shareholders

Proposals and Reference Issues

Proposal 1: Appropriation of Surplus

Aiming to enhance its corporate value, the Corporation will strengthen investment in human resources, digital transformation (DX), technology, and enhancement of productivity and create sustainable profits to continue to fulfill the social mission of the construction industry where a decline in the number of engineers and workers is expected while giving top priority to the safety and quality. In addition, the Corporation will primarily carry out timely and proactive growth investments in fields where it can establish a competitive advantage and increase profits. From the point of improving capital efficiency, the Corporation will implement strategic shareholder returns by setting investment capital for each business according to the growth of the construction business and related businesses of the Obayashi Group (hereinafter referred to as the "Group") and set the necessary equity amount after examining the capital structure of each business.

For annual dividends, the Corporation established a policy that sets a dividend on equity ratio (DOE) of around 5%, with a priority on maintaining long-term stable dividends.

< Reference: Annual dividends based on DOE of around 5% >

DOE 5% = [(Equity as of the end of the previous fiscal year + Equity as of the end of the current fiscal year)/2] × 5% →Target for total annual dividends (interim + year-end)

Under this policy, the Corporation proposes a year-end dividend for the fiscal year under review of 54 yen per share. In addition to the interim dividend of 21 yen, the annual dividend would amount to 75 yen per share, an increase of 33 yen year-on-year (DOE 5.0% and a consolidated dividend payout ratio of 71.6%).

Year-end dividends

1. Type of dividend property: Cash
2. Appropriation of dividends to shareholders and total amount of dividends
   Dividend per share: 54 yen
   Total amount of dividends: 38,768,790,132 yen
3. Date of effectiveness: June 28, 2024

(Reference: Changes in Dividend Policy in line with Revision of Capital Policy)

To further enhance corporate value and sustainable growth, the Corporation decided to strive for profit growth in order to achieve its existing target of a minimum return on invested capital (ROIC) of 5% or more over the medium term, and at the same time, target a return on equity (ROE) of 10% by fiscal year ending March 31, 2027 by setting the necessary amount of equity and carrying out strategic shareholder returns after examining a capital structure that further emphasizes capital efficiency.

Consequently, the Corporation has changed the dividend policy from the fiscal year under review and, for annual dividends, raised the dividend level from DOE of around 3% to DOE of around 5%, maintaining stable dividends over long term as the priority.

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Proposal 2: Election of Nine (9) Directors

The terms of office of all eleven (11) Directors (including five (5) Independent Directors) will expire at the conclusion of this General Meeting of Shareholders. Accordingly, we propose to elect nine (9) Directors (including five (5) Independent Directors).

The candidates for Directors are as follows:

						Number of	Number of
						years in office
						Board of	as a Director
No.		Name	Position and areas of responsibility in the	Directors	(at the
	Corporation	meeting	conclusion of
						attended	this General
						(FY2023)	Meeting of
							Shareholders)
1	Takeo Obayashi					15/15	41 years
	Reappointment		Chairman of the Board
2	Kenji Hasuwa				Representative Director	15/15	9 years
	Reappointment
		President and CEO
					Representative Director
3	Atsushi Sasagawa				Executive Vice President	15/15	3 years
	Reappointment
		Responsible for overall building construction
					Head of Marketing Division
4	Toshimi Sato				Representative Director	15/15	6 years
	Reappointment		Executive Vice President
					Responsible for overall administration
			Reappointment
5	Masako Orii					15/15	4 years
	Outside		Independent Director
			Independent
			Reappointment
6	Hiroyuki Kato					15/15	3 years
	Outside		Independent Director
			Independent
			Reappointment
7	Yukiko Kuroda					15/15	2 years
	Outside		Independent Director
			Independent
			New appointment
8	Hiroyuki Shime					-	-
	Outside		-
			Independent
			New appointment
9	Yoshihiro Ikegawa					-	-
	Outside		-
			Independent

Note: No special conflicts of interest exist between the Corporation and the proposed candidates.

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< Skill Matrix >

				Medium- to
				Long-Term							Corporate
				Corporate		Human				Compliance/
Candidate name		Construction	ESG/Sustaina	Global	Marketing	Corporate	Philosophy
	Strategy	Resource	Risk
			Business	Business	bility	Management	Business		Finance	Management	Corporate
				Portfolio							Culture
				Strategy
Takeo				○			○				○
Obayashi
Kenji			○	○	○			○			○
Hasuwa
Atsushi			○			○	○	○
Sasagawa
Toshimi				○	○	○	○	○	○	○
Sato
Masako				○	○			○		○	○
Orii	Outside
Hiroyuki				○			○	○		○	○
Kato	Outside
Yukiko				○	○	○	○				○
Kuroda	Outside
Hiroyuki				○		○	○	○			○
Shime	Outside
Yoshihiro				○	○		○	○			○
Ikegawa	Outside

In order to realize sustainable growth and enhance the corporate value of the Group, the following skills (expertise and experience) necessary to carry out the decision-making and supervisory functions of the Board of Directors and the executive functions of the Directors have been selected as categories for the Skill Matrix.

• Skills required for decision-making, supervisory, and executive functions related to core businesses: "Construction Business," "Global Business," "Marketing"
• Skills required for decision-making and supervisory functions for non-construction business: "Business Portfolio Strategy," "Global Business," "Marketing"
• Skills required for decision-making and supervisory functions to realize social and corporate sustainability: "Medium- to Long-Term Corporate Strategy," "ESG/Sustainability," "Human Resource Management," "Corporate Philosophy/Corporate Culture (Necessary expertise and experience as the leader of an organization to instill and invigorate corporate philosophy and culture internally, and make it a core part of the Corporation's growth)"
• Skills required for management functions and are considered to be particularly important for the Corporation's Board of Directors:
  "Corporate Finance," "Compliance/Risk Management"

For outside directors, "Medium- to Long-Term Corporate Strategy/Business Portfolio Strategy" is a particularly important skill for decision-making and supervisory functions pertaining to business expansion and withdrawal.

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		1		Takeo Obayashi		Reappointment
					(Date of birth: Jun. 9, 1954)
		[Career summary, position and areas of responsibility in the Corporation, and significant
		concurrent positions outside the Corporation]
		Apr.	1977	Joined the Corporation
		Jun.	1983	Director
		Jun.	1985	Managing Director
		Jun.	1987	Senior Managing Director
		Jun.	1989	Executive Vice President
		Jun.	1997	Vice Chairman
		Jun.	2003	Chairman
Number of the Corporation's	Jun.	2007	Director
shares held:	16,944,095	Jun.	2009	Chairman
Number of years in office				Representative Director
Apr. 2023	Chairman of the Board (incumbent)
as a Director:	41 years
Status of attendance to Board	[Reasons for nomination of the candidate as Director]
of Directors meeting:	Ever since assuming the Director position in 1983, Mr. Takeo Obayashi has been involved in
	15/15 (100%)	the management of the Corporation as a member of the Board of Directors. He plays an
	important role for corporate governance, prompting members of the Board of Directors
		including Independent Directors to discuss freely and striving for managing meetings to have
		constructive discussions, etc. as Chairman of the Board. The Corporation nominated him as a
		candidate for Director because he has such background and quality and is continuously
		essential for the Corporation's management.
		2		Kenji Hasuwa		Reappointment
					(Date of birth: Nov. 15, 1953)
		[Career summary, position and areas of responsibility in the Corporation, and significant
		concurrent positions outside the Corporation]
		Apr. 1977	Joined the Corporation
		Apr.	2010	Executive Officer
		Oct.	2012	Managing Executive Officer
		Oct.	2014	Head of Technology Business Development Division
		Jun.	2015	Director
		Apr. 2016	Senior Managing Executive Officer
		Mar. 2018	Representative Director
					President
Number of the Corporation's	Apr. 2023	Representative Director (incumbent)
shares held:	40,000				President and CEO (incumbent)
Number of years in office	[Reasons for nomination of the candidate as Director]
as a Director:	9 years	Ever since assuming the Executive Officer position in 2010, Mr. Kenji Hasuwa has held the
Status of attendance to Board	positions of Senior General Manager-in-Charge of Civil Engineering Construction Division at
Tokyo Main Office, Senior General Manager of Technology Division, and Head of
of Directors meeting:	Technology Business Development Division (responsible for overseeing new businesses
	15/15 (100%)	including renewable energy business), and has been responsible for the Group's Construction
		Division, Technology Division, and New Businesses Division. He has demonstrated strong
		leadership as Representative Director and President since March 2018, contributing to
		improving the Group's corporate value. The Corporation nominated him as a candidate for
		Director based on the judgment that he has excellent capabilities and knowledge gained from
		this background and is necessary for improving the Corporation's corporate value further.

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		3		Atsushi Sasagawa		Reappointment
					(Date of birth: Apr. 1, 1958)
		[Career summary, position and areas of responsibility in the Corporation, and significant
		concurrent positions outside the Corporation]
		Apr. 1980	Joined the Corporation
		Apr. 2015	Executive Officer
					Head of Yokohama Branch Office
		Mar. 2018	Managing Executive Officer
					Head of Building Construction Division at Osaka Main Office
		Apr. 2019	Senior Managing Executive Officer
		Jan.	2021	Head of Marketing Division (incumbent)
		Apr.	2021	Executive Vice President (incumbent)
					Head of Tokyo Main Office
		Jun.	2021	Director
Number of the Corporation's	Apr. 2023	Representative Director (incumbent)
shares held:	6,737	Responsible for overall building construction
		Head of Marketing Division
Number of years in office	[Reasons for nomination of the candidate as Director]
as a Director:	3 years	Since joining the Corporation, Mr. Atsushi Sasagawa has engaged in building construction
Status of attendance to Board	business. Ever since assuming the Executive Officer position in 2015, he has held the
positions of Head of Yokohama Branch Office, Head of Building Construction Division at
of Directors meeting:	Osaka Main Office, and Head of Tokyo Main Office. He is currently responsible for overall
	15/15 (100%)
	building construction as Executive Vice President, and is supervising the Corporation's
		marketing strategy as Head of Marketing Division. He also assumed the Director position in
		2021 and has participated in the Corporation's management as Representative Director since
		2023. The Corporation nominated him as a candidate for Director based on the judgment that
		he has excellent capabilities and knowledge gained from this background and is capable of
		continuing to fully perform his functions as Director by drawing on his considerable
		experience.

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