Obayashi Corp. : Notice of Convocation of the 108th Ordinary General Meeting of Shareholders (PDF:125KB)

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 108th Ordinary General Meeting of Shareholders

Security Code: 1802
June 4, 2012
Dear Shareholders,
You are cordially invited to attend the 108th Ordinary General Meeting of Shareholders of OBAYASHI CORPORATION (hereinafter referred to as the "Corporation"). The meeting will be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights by postal voting or Internet voting as below. Prior to voting, please examine the attached Reference Documents for General Meeting of Shareholders and vote in one of the following ways: (1) filling in the enclosed "Form for Exercising Voting Rights" and posting it to us by mail, or (2) via the Internet at the designated website below, so that your vote is received by 5:15 p.m. on Wednesday, June 27, 2012 in Japan Standard Time.
Postal voting
Please carefully read and examine "Reference Documents for General Meeting of Shareholders" on pages 3 to 6 and return the enclosed "Form for Exercising Voting Rights" indicating your vote for or against each proposal by the time and date stated above.
Internet voting
Prior to voting, please review "Guide to Exercising Voting Rights via the Internet" on pages 7 to 8, access the website to exercise your voting rights (http://www.evote.jp/) and exercise your voting right by indicating your vote for or against each proposal by the time and date stated above.
Sincerely yours, Toru Shiraishi
President
OBAYASHI CORPORATION
2-15-2, Konan, Minato-ku, Tokyo

Notes:

* You are kindly requested to present the enclosed "Form for Exercising Voting Rights" 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 proxy. If this is the case, please note that such shareholder is requested to submit the letter of proxy.

* If any changes have been made to items in the Business Report, Consolidated Financial Statements, Non- Consolidated Financial Statements or the Reference Documents for General Meeting of Shareholders, such changes will be posted on our website ( http://www.obayashi.co.jp/).

* Please note that the air conditioning in the building will be set conservatively as a measure to save electricity.

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Details of the General Meeting of Shareholders 1. Date and Time:

Thursday, June 28, 2012, at 10:00 a.m. (Japan Standard Time)

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 108th Fiscal Year (from April 1, 2011 to March 31, 2012; hereinafter referred to as the "fiscal year under review"), as well as the audit reports of the Accounting
Auditors and the Board of Corporate Auditors for Consolidated Financial Statements

Matters to be resolved: Proposal 1: Appropriation of Surplus Proposal 2: Election of Nine (9) Directors Proposal 3: Election of Two (2) Corporate Auditors

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Reference Documents for General Meeting of Shareholders Proposals and Reference Issues Proposal 1: Appropriation of Surplus

Matters concerning year-end dividends
The basic policy of the Corporation is to return profits to shareholders in accordance with its business performance, while placing its priorities on maintaining long-term stable dividends, as well as increasing internal reserves for further strengthening financial standing, technological development and capital investments for the future.
Under the policy, the Corporation proposes a year-end dividend for the fiscal year under review of 4 yen per share. In addition to the interim dividend of 4 yen, the annual dividend would amount to 8 yen per
share.
(1) Type of dividend property: Cash
(2) Appropriation of dividends to shareholders and total amount of dividends
Dividend per share: 4 yen
Total amount of dividends: 2,873,061,224 yen
(3) Date of effectiveness: June 29, 2012

Proposal 2: Election of Nine (9) Directors

The terms of office of all nine (9) Directors will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, we propose to elect nine (9) Directors.
The candidates for Directors are as follows:

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

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Proposal 3: Election of Two (2) Corporate Auditors

The terms of office of Corporate Auditors Shunroku Yasui and Tamio Akiyama out of incumbent five (5) Corporate Auditors will expire at the conclusion of this General Meeting of Shareholders. Accordingly, we propose to elect two (2) Corporate Auditors.
We obtained the prior consent of the Board of Corporate Auditors with respect to submission of this proposal.
The candidates for Corporate Auditors are as follows:

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Notes:	1.	No special conflicts of interest exist between the Corporation and the proposed candidates.
	2.	Mr. Hiroshi Tadokoro is a new candidate for Corporate Auditor.

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Guide to Exercising Voting Rights via the Internet

If you exercise your voting rights via the Internet, please read and understand carefully the following matters, and exercise your voting rights.
If you intend to attend the Ordinary General Meeting of Shareholders, voting by mail (the Form for
Exercising Voting Rights) or via the Internet is not necessary.
1. Voting rights website and exercising your voting rights
(1) To exercise your voting rights via the Internet, please access the website designated by the Corporation (http://www.evote.jp/) via a PC, a smartphone or a mobile phone (i-mode, EZweb or Yahoo! Keitai)*. Only by accessing this website you can exercise your voting rights via the Internet. (Please be advised that the website is not operational from 2:00 a.m. to 5:00 a.m. in Japan Standard Time.)
* i-mode, EZweb and Yahoo! are trademarks or registered trademarks of NTT DoCoMo, Inc., KDDI Corporation and Yahoo, Inc. U.S., respectively.
(2) Please be aware that, depending on your Internet connection and PC environment, you may not be able to use your PC or smartphone to exercise your voting rights via the voting rights website (e.g. if you connect to the Internet via a firewall, have anti-virus software installed or use a
proxy server, etc.).
(3) To exercise your voting rights via a mobile phone, please use one of the following services: i- mode, EZweb or Yahoo! Keitai. For security reasons, the website is only compatible with mobile phones capable of SSL (encrypted) communication and transmission of mobile phone information.
(4) Voting via Internet is accepted until 5:15 p.m. on Wednesday, June 27, 2012 in Japan Standard Time. However, we respectfully request that you exercise your voting rights at your earliest convenience. If you have any questions, please contact the help desk described in the next page.
2. Exercising your voting rights via Internet
(1) On the aforementioned voting rights website, you will be required to input the "Code for
Exercise of Voting Rights" and the temporary password assigned to you. These are shown on
the enclosed Form for Exercising Voting Rights. Please follow the instructions on the screen and indicate your vote for or against each proposal.
(2) Please be aware that, in order to prevent illegal online access (spoofing) and alteration of voting by non-shareholders, you will be requested to change your temporary password on the aforementioned voting rights website.
(3) You will be notified of a new "Code for Exercise of Voting Rights" and the temporary password every time a General Meeting of Shareholders is convened.
3. Handling of voting rights when they are exercised more than once
(1) Please note that your voting via the Internet shall prevail, if you exercise your voting rights both in writing and via the Internet.
(2) If you exercise your voting rights more than once via the Internet, only the last vote shall be deemed effective. In addition, if you exercise your voting rights more than once using a PC, a smartphone and a mobile phone, only the last vote shall be deemed effective.
4. Fees incurred when accessing the voting rights website
Any fees (connection fees to Internet providers, etc.) incurred when accessing the voting rights website shall be borne by shareholders. Similarly, if voting via mobile phone, any connection charges or other fees arising from the use of mobile phone shall be borne by shareholders.
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<To Institutional Investors>
You may use the Electronic Platform to Exercise Voting Rights for Institutional Investors operated by ICJ, Inc. as an electronic method for the exercise of voting rights at the General Meeting of Shareholders.
For inquiries about the system for exercising voting rights via the Internet and other matters, please contact:
Stock Transfer Agency (Help Desk), Mitsubishi UFJ Trust and Banking Corporation
Phone: 0120-173-027 (9:00 to 21:00; toll free)
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