Taisei : Notice of the 164th General Meeting of Shareholders

Notice of the 164th

General Meeting of

Shareholders

Date Thursday, June 20, 2024, 10:00 A.M. (JST)

Place The Main Hall, 52nd floor Taisei Corporation Head Office Shinjuku Center Building

25-1,Nishi-Shinjuku1-chomeShinjuku-ku, Tokyo 163-0606, Japan

Matters to Be Resolved

Items No.1:

Appropriation of Earned Surplus

Items No.2:

Amendment of The Articles of Incorporation

Items No.3:

Election of Twelve (12) Members of the Board

Items No.4:

Election of Three (3) Audit & Supervisory Board Members

Please exercise your voting rights through the Internet or by post by 5:30 P.M. (JST), … Wednesday, June 19, 2024.

TAISEI CORPORATION

Securities Code: 1801

IMPORTANT NOTE:

This notice and attached documents are English translations of the"Notice of the 164th General Meeting of Shareholders (Dai-164-kaiTeiji Kabunushi Sokai Shoshu Go-Tsuchi)", "Reference Materials for the General Meeting of Shareholders (Kabunushi Sokai Sanko Shorui )"of Taisei Corporation, and are prepared solely for the convenience of shareholders who are non-Japanese speakers. In the event that any of the information contained in these English translations is inconsistent with the information contained in the Japanese original documents, the Japanese original texts shall prevail.

Table of Contents

Notice of the 164th

General Meeting of Shareholders…………………………… 2

Measures for Electronic Provision of Information pertaining to the Matters to Be Specified in Shareholders Meeting Reference Documents… ………… 3

Instructions of Exercising Your Voting Right……………… 4

Shareholders Meeting Reference Documents… ………… 5

Information Guide to Live Streaming of the GMS and Questions in Advance

…………………………………………… Back Cover Page

Greeting from President and Chief Executive Officer

To Our Shareholders,

I would like to express my gratitude for your continued support.

With reference to the Notice of the 164th General Meeting of Shareholders we have delivered to our shareholders, I would like to make a few remarks.

This fiscal year marks the first year of our Medium-Term Business Plan (2024-2026), which we regard as the second step toward the realization of TAISEI VISION 2030. On this occasion, we have formulated TAISEI VISION 2030 Achievement Plan to specifically identify the issues to be engaged in the next 7 years leading up to 2030.

For our Group, it is not only implementing measures to prevent recurrence of failures and troubles we have caused in the most recent years, including quality failures and delays in construction schedule, that we deem urgent issues to be addressed, but taking appropriate actions to the regulation to control the maximum limitation on overtime work, applied to the construction industry from the fiscal year 2024, and the recent soaring prices of construction materials as well call for our immediate attention to deal with.

In order to overcome these issues and to ensure the achievement of TAISEI VISION 2030, we are to initiate workstyle reform from this year after six months of consideration period. We will progressively move forward to resolve the issues and to create new values in response to our stakeholders' trusts as the regenerated Taisei Corporation, through reestablishing our corporate culture and business foundation.

Comprehensively taking account of business environment in the future etc., the cash dividend at the end of the fiscal year ended March 31, 2024 is proposed to be ¥65.00 per share.

In addition, at the Board of Directors meeting held on April 26, 2024, we have resolved to repurchase our own shares, up to 2.5 million shares (10 billion yen) for the purpose to increase shareholders' returns and to improve capital efficiency.

I sincerely appreciate your continued and invaluable cooperation and support.

President and Chief Executive Officer,

Representative Director

1

(Securities Code: 1801)

May 27, 2024

Electronic Provision Measures Commencement Date: May 24, 2024

To Our Shareholders

NOTICE OF THE 164th GENERAL MEETING OF SHAREHOLDERS

Taisei Corporation (the"Company") would like to take this occasion to express particular thanks for the support of our shareholders.

Notice is hereby given that the 164th General Meeting of Shareholders of Taisei Corporation (the"GMS") will be held as indicated below.

Please kindly review the Reference Materials for the GMS provided hereunder, and we would like to request you to exercise your voting rights beforehand through the Internet or by postno later than Wednesday, June 19, 2024, 5:30 P.M. (JST) as described on page 4. In addition, there will be live streaming of the GMS so that the proceedings of the meeting can be viewed at home. Please refer to the back cover page regarding the details of the live streaming.

1. Date: Thursday, June 20, 2024, 10:00 A.M. (JST)
2. Place: The Main Hall, 52nd floor

Taisei Corporation Head Office

Shinjuku Center Building

25-1,Nishi-Shinjuku1-chome

Shinjuku-ku, Tokyo 163-0606, Japan

3. Agenda:

(1)Matters to be reported: 1. Business Report, Consolidated Financial Statements, and

Audit Reports of Accounting Auditor and Audit & Supervisory Board for Consolidated Financial Statements, for the fiscal year ended March 31, 2024 (the 164th Business Year commenced April 1, 2023 and ended March 31, 2024)

2. Non-Consolidated Financial Statements, for the fiscal year ended March 31, 2024 (the 164th Business Year commenced April 1, 2023 and ended March 31, 2024)

(2)Matters to be resolved:

Items No.1: Appropriation of Earned Surplus

Items No.2: Amendment of The Articles of Incorporation

Items No.3: Election of Twelve (12) Members of the Board

Items No.4: Election of Three (3) Audit & Supervisory Board Members

Yours sincerely,

Yoshiro AIKAWA

President and Chief Executive Officer,

Representative Director

TAISEI CORPORATION

2

Measures for Electronic Provision of Information pertaining to the Matters to Be Specified in Shareholders Meeting Reference Documents

(For shareholders who use Japanese language only)

Upon convocation of the GMS, the information pertaining to the matters to be specified in Shareholders Meeting Reference Documents for the GMS of which electronic provision is made, is posted on the following websites on the Internet. We sincerely request the shareholders to visit the websites and confirm it.

The Company's website:

https://www.taisei.co.jp/ir/soukai.html (Japanese language only)

Note: For shareholders who use English, please refer to the Company's English website: https://www.taisei.co.jp/english/ir/meeting/

The website of Tokyo Stock Exchange ("TSE"):

https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (Japanese language only)

The way to search the information of the listed companies of TSE:

Please insert the name "Taisei Corporation" or the securities code "1801" into the search box of the website, and select the link "basic information" or "documents for public inspection/information for public relations".

The website of convocation through the Internet:

https://s.srdb.jp/1801/ (Japanese language only)

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Instructions of exercising your voting right

(Prior to the GMS or on the date of the GMS)

(Exercise of Voting Rights Prior to the GMS) Exercising your voting right through the Internet

Deadline for Voting: By Wednesday, June 19, 2024, 5:30 P.M. (JST)

Please access the designated website for voting of the Company (https://soukai. mizuho-tb.co.jp/) and follow the instructions on the screen to enter your preference on the matters to be resolved.

QR code is also printed in the Voting Form. ("ID"and"Password"are not necessary.)

For more information, please refer to the enclosed paper titled"Request for exercising your voting right."

Reference for Institutional Investors

The"Electronic Voting Platform"being operated by ICJ is available for the institutional investors.

(Exercise of Voting Rights Prior to the GMS) Exercising your voting right by post

Deadline for Voting: Voting Form needs to be received by Wednesday, June 19, 2024, 5:30 P.M. (JST)

Please indicate your preference on the matters to be resolved on the enclosed Voting Form and return the Form by post.

In case no preference is indicated on a matter to be resolved, we treat that you cast an affirmative vote to that matter.

(Exercise of Voting Rights on the date of the GMS) Where you attend the Meeting

Date of the Meeting: Thursday, June 20, 2024, 10:00 A.M. (JST)

Shareholders attending the Meeting are requested to submit the Voting Form to the reception desk at the Place for the GMS.

If exercising your voting rights by proxy, you can appoint one of other shareholders of the Company who is entitled to vote and ask that person to attend the GMS as your proxy.

In this case, please be advised that a letter of proxy shall be submitted along with a Voting Form.

Note 1: In the event of duplicate exercise of voting rights through both the Internet and in writing, the exercise via Internet shall prevail.

Furthermore, if voting rights are exercised multiple times through the Internet, only the last exercise shall be considered valid.

Note 2: Regarding the documents which the Company may send upon the shareholders'request for such documents in writing, in accordance with laws and regulations and the provision of the Articles of Incorporation of the Company, the following items are omitted from the documents.

・Systems and Policies of the Company

・Consolidated Statement of Changes in Net Assets and Notes to Consolidated Financial Statements

・Non-Consolidated Statement of Changes in Net Assets and Notes to the Non-Consolidated Financial Statements

Provided, the Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements, which were audited by Audit & Supervisory Board Members and Accounting Auditors include the above items omitted from the documents in writing to be sent upon shareholders' request.

Note 3: In the event that any amendment is made in the Reference Materials for the General Meeting of Shareholders, Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements, the Company will disclose the amended matter on the Company's website.

Note 4: The notice of the resolution adopted at this General Meeting of Shareholders will be reported on the Company's website instead of sending a written document.

The Company's Website https://www.taisei.co.jp/english/

4

Shareholders Meeting Reference Documents

Matters to Be Resolved and Reference Information

Item No.1 Appropriation of Earned Surplus

The Company has made a fundamental policy to maintain a dividend payout ratio of approximately 30% based on the assumption of a long-term stable dividend, while maintaining financial discipline and preferential securing of growth investment quotas, and to provide flexible shareholder returns including the acquisition of treasury shares with a total payout ratio up to 100%.

In accordance with this policy, comprehensively taking account of both business performance in the fiscal year ended March 31, 2024, and business environment in the future etc., the cash dividend at the end of the fiscal year ended March 31, 2024 is proposed to be ¥65.00 per share as stated below.

As the result, the total dividend for the fiscal year ended March 31, 2024, including interim dividend, is ¥130.00 per share.

• Matters Concerning the Year-end Dividend

(1) Cash dividend and its total amount:

Common stock:	¥ 65.00 per share
Total amount:	¥ 11,991,961,280-

1. Effective date of dividend of surplus: June 21, 2024

[Reference: Annual cash dividend per share]

• Matters Concerning Other Appropriation of Earned Surplus

(1) Item of decreased surplus and its amount

Other reserve:

¥ 11,000,000,000-

1. Item of increased surplus and its amount Retained earnings carried forward:
2. • 11,000,000,000-

	161st	162nd	163rd	164th
	(FY 2020)	(FY 2021)	(FY 2022)	(FY 2023)
Interim dividend (Yen)	65	65	65	65
Dividend at the end of	65	65	65
65
FY (Yen)	(Plan)
Annual dividend (Yen)	130	130	130	130
(Plan)
Dividend payout ratio	29.4	37.0	53.9	60.3
(consolidated) (%)	(Plan)

■ Interim dividend	―● Dividend payout ratio
■ Dividend at the end of FY	(consolidated)

（Yen）				（％）
210					70.0
				60.3
180				（Plan）	60.0
			53.9
150					50.0
	130	130	130	130
120	（Plan）	40.0
		37.0
90	65	65	65	65	30.0
	29.4			（Plan）
60					20.0
30	65	65	65	65	10.0
0					0.0
	161st	162nd	163rd	164th
	(FY 2020)	(FY 2021)	(FY 2022)	(FY 2023)

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Items No.2Amendment of The Articles of Incorporation

1. Reason for the Amendment
   For the purpose of achieving consistency with the current business areas of our Group and the business development of the Group companies, the Company, as the parent company, is making amendments to the Article 2 (Purpose of Company) in the Articles of Incorporation.
2. Details of the Amendment
   The details of the amendment are as follows:

			(Underlines indicate changes)
	Current Articles of Incorporation		Amendment Proposal
Purposes of Company	Purposes of Company
Article 2 The purposes for which the Company is	Article 2 The purposes for which the Company is
	established are to engage in the following		established are to engage in the following
	domestic and international trade or busi-		domestic and international trade or busi-
	ness:		ness:
1.		1.
to	(article omitted)	to	(no change)
3.		3.
4.	The trade or business of holding, leasing, mainte-	4.	The trade or business of holding, leasing, mainte-
	nance and management of hotels, sports facilities,		nance and management of hotels, sports facilities,
	recreational facilities, commercial facilities such as		recreational facilities, commercial facilities such as
	shops and restaurants, etc., offices, medical facili-		shops and restaurants, etc., offices, medical facili-
	ties, and educational and cultural facilities;		ties, logistics facilities, warehousesand education-
			al and cultural facilities;
5.	(article omitted)	5.	(no change)
6.	The trade or business of manufacture, procure-	6.	The trade or business of manufacture, procure-
	ment, sale, lease and repair of plant, tools and		ment, sale, lease and repair of plant, tools, materi-
	materials for construction, and of brokerage and		als, and other items, etc.for construction, and of
	agency therefor;		brokerage and agency therefor;
7.		7.
to	(article omitted)	to	(no change)
10.		10.
	(newly inserted)	11. Land, sea, and air transportation business and
			agency business thereof;
11.		12.
to	(article omitted)	to	(no change)
16.		17.

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Items No.3Election of Twelve (12) Members of the Board

The term of all Members of the Board expires at the closing of this General Meeting of Shareholders.

Therefore, an election of twelve (12) Members of the Board is proposed. The Candidates of Members of the Board are as follows:

No.	Name of the Candidate	Gender	Position and Title		Attendance at
	the Board
1	Shigeyoshi	Male	Chairman, Representative Director	Re-election	Meetings
				14 out of 14
TANAKA				(100%)
2	Yoshiro		President and Chief Executive Officer,		14 out of 14
Male	Re-election	Meetings
AIKAWA		Representative Director		(100%)
3	Masahiko		Executive Vice President,		11 out of 11
	Representative Director
Male	Chief of Business Administration	Re-election	Meetings
OKADA		Division;		(100%)
			In Charge of New Business Planning

Kenji	Male	Senior Managing Executive Officer
4 SHIRAKAWA	Chief of Civil Engineering Division

New Candidate

N/A

Junichi

Male

Senior Managing Executive Officer

New Candidate

N/A

tion Division;

5 KASAHARA

Deputy Chief of Business Administra-

In Charge of Human Resources System

Reform

6

Mayuki

Managing Executive Officer,

11 out of 11

Member of the Board

Male

Chief of Architecture & Engineering

Re-election

Meetings

YAMAURA

Division (Integrated);

(100%)

Chief of Building Construction Division

Yuichiro

Managing Executive Officer,

11 out of 11

In Charge of Building Construction

7

Member of the Board

YOSHINO

Male

Deputy Chief of Corporate Planning

Re-election

Meetings

(100%)

Business Strategy;

Office

8

Atsuko

Member of the Board

14 out of 14

Female

Chairman of the Governance

Re-election

External

Independent

Meetings

NISHIMURA

Member

Executive

System Review Committee

(100%)

9

Norio

Member of the Board

14 out of 14

Chairman of the Executive Personnel

Male

External

Independent

Meetings

OTSUKA

Committee

Re-election

Member

Executive

Committee

(100%)

Chairman of the Remuneration

10

Fumiya

Member of the Board

14 out of 14

Male

Chairman of the Sustainability

Re-election

External

Independent

Meetings

KOKUBU

Member

Executive

Committee

(100%)

11

Tsutomu

Male

Member of the Board

Re-election

Member

Executive

11 out of 11

Meetings

External

Independent

KAMIJO

(100%)

12

Hiroko

Female

N/A

New Candidate

External

Independent

KOIDE

Member

Executive

Note:

The position and title of each candidate mentioned above are as of the date of this General Meeting of Shareholders.

■ Independence ratio		■ Diversity		■ Tenure	■ Executive Personnel Committee ■ Remuneration Committee
External Members						External Members	External Members
of the Board		Females		0 to 4 years		of the Board	of the Board
5 persons			2 persons			5 persons	5 persons
Independence ratio		Female Members	5 to 9 years	average tenure	7 persons	External Members		External Members
42％		of the Board ratio	3years		of the Board ratio		of the Board ratio
	17％	5 persons	Members of	63％	Members of	63％
Males		the Board	the Board
Members of				3 persons		3 persons
the Board	10 persons
7 persons

7

1 Shigeyoshi TANAKA	Re-election

Date of Birth	Number of the Company's	Term of Office as Member of
Shares Held by the Candidate	the Board
November 1, 1954 (Age 69)	17,900	9 years
Attendance at the Board
14 out of 14 Meetings (100%)
History and Position of the Candidate

1979.04: Joined the Company

2011.04: Executive Officer

2013.04: Managing Executive Officer

2015.04: Senior Managing Executive Officer

2015.06: Senior Managing Executive Officer, Member

of the Board

2017.04: Executive Vice President, Member of the

Board

2019.04: Executive Vice President, Representative

Director

2023.04: Chairman, Representative Director

In Charge of Safety Administration

2023.06: Chairman, Representative Director

[Current Position]

The reasons for nominating him as candidate for a Member of the Board

Mr. Shigeyoshi TANAKA, specialized in civil engineering technologies, has successively held various posts such as Chief of Kyushu Branch, Chief of Corporate Planning Office, and Chief of Civil Engineering Division since his appointment as Executive Officer in April 2011. He has distinguished expertise in civil engineering field, broad experience and achievement at the Company, and considerable knowledge of the overall management of the Taisei Group. Since April 2023, he has assumed a role as Chairman, Representative Director. He is consistently working on to strengthen the decision making and supervising function of the meetings of the Board, and has led discussions at the meeting of the Board as Chairman of the Board and contributed to enhancement of deliberations at the Board. As Mr. Shigeyoshi TANAKA can be expected to contribute to the sustainable development and further enhancement of the corporate value of Taisei Group, we nominate him as candidate for a Member of the Board again.

2 Yoshiro AIKAWA	Re-election

Date of Birth	Number of the Company's	Term of Office as Member of
Shares Held by the Candidate	the Board
September 20, 1957 (Age 66)	5,865	5 years
Attendance at the Board
14 out of 14 Meetings (100%)
History and Position of the Candidate

1980.04: Joined the Company

2013.04: Executive Officer

2016.04: Managing Executive Officer

2019.06: Managing Executive Officer, Member of the

Board

2020.04: Senior Managing Executive Officer, Member

of the Board

2020.06: President and Chief Executive Officer,

Representative Director [Current Position]

The reasons for nominating him as candidate for a Member of the Board

Mr. Yoshiro AIKAWA, specialized in building construction technologies, has successively held various posts such as Chief of Kyushu Branch, Chief of Marketing & Sales (Building Construction) Division II, and Chief of Architecture & Engineering Division (Integrated) and Chief of Building Construction Division since his appointment as Executive Officer in April 2013. He has broad experience and achievement at the Company, and considerable knowledge of the overall management of the Taisei Group. Since June 2020, he has served as President and Chief Executive Officer and contributed to establishing the foundation for future growth of the Company and the Taisei Group in order to realize the Medium- to Long-Term Vision of the Taisei Group [TAISEI VISION 2030]. As Mr. Yoshiro AIKAWA can be expected to contribute to the sustainable development and further enhancement of the corporate value of the Taisei Group, we nominate him as candidate for a Member of the Board again.

8

3 Masahiko OKADA	Re-election

Date of Birth	Number of the Company's	Term of Office as Member of
Shares Held by the Candidate	the Board
January 22, 1959 (Age 65)	2,472	1 year
Attendance at the Board
11 out of 11 Meetings (100%)
History and Position of the Candidate

1982.04: Joined the Company

2017.04: Executive Officer

2020.06: Managing Executive Officer

2023.04: Senior Managing Executive Officer

2023.06: Senior Managing Executive Officer,

Representative Director

2024.04: Executive Vice President, Representative

Director

Chief of Business Administration Division;

In Charge of New Business Planning

[Current Position]

The reasons for nominating him as candidate for a Member of the Board

Ever since Mr. Masahiko OKADA joined the Company, he has been engaged in departments related to business administration, and successively held various posts such as General Manager of Secretariat Department, and Chief of Hokushinetsu Branch since his appointment as Executive Officer in April 2017. He has distinguished expert knowledge in accounting and financial fields, broad experience and achievement at the Company, and considerable knowledge of overall management of the Taisei Group. At present, as Executive Vice President, Representative Director, Chief of Business Administration Division in Charge of New Business Planning, he is working to strengthen the decision-making and supervisory functions of the Board of Directors, as well as formulating and promoting strategies related to the Group's overall management. As Mr. Masahiko OKADA can be expected to contribute to the sustainable development and further enhancement of the corporate value of the Taisei Group, we nominate him as candidate for a Member of the Board again.

4 Kenji SHIRAKAWA
	Candidate
			New
Date of Birth	Number of the Company's	Term of Office as Member of
Shares Held by the Candidate	the Board
December 12, 1960 (Age 63) 5,598	N/A

Attendance at the Board

N/A

History and Position of the Candidate

1984.04: Joined the Company

2019.04: Executive Officer

2021.04: Managing Executive Officer

2024.04: Senior Managing Executive Officer

Chief of Civil Engineering Division

[Current Position]

The reasons for nominating him as candidate for a Member of the Board

Mr. Kenji SHIRAKAWA, specialized in civil engineering technologies, has successively held various posts such as Chief of Chiba Branch and Deputy Chief of Civil Engineering Division since his appointment as Executive Officer in April 2019. He has distinguished expert knowledge in civil engineering fields, broad experience and achievement at the Company, and considerable knowledge of overall management of the Taisei Group. At present, as Senior Managing Executive Officer and Chief of Civil Engineering Division, he is working on to develop and implement strategies for resolving issues regarding reinforcement of production system, etc. in departments related to civil engineering. As Mr. Kenji SHIRAKAWA can be expected to contribute to the sustainable development and further enhancement of the corporate value of the Taisei Group, we newly nominate him as candidate for a Member of the Board.

9