Taisei : Other matters to be provided through measures for the electronic provision for the 163rd Regular General Meeting of Shareholders ?(The matters for which the delivery of documents is omitted)

Electronic Provision Measures Commencement Date: May 25, 2023

To Our Shareholders

Other matters to be provided through measures for the electronic provision for the 163rd Regular General Meeting of Shareholders (The matters for which the delivery of documents is omitted)

●"Systems and Policies of the Company"of the Business Report (From Page 1 to 7)

• "Consolidated Statement of Changes in Net Assets"of the Consolidated Financial Statements
  (Page 8)
• "Notes to Consolidated Financial Statements"of the Consolidated Financial Statements (From Page 9 to 17)
• "Non-ConsolidatedStatement of Changes in Net Assets"of the Non-Consolidated Financial Statements
  (From Page 18 to 19)
• "Notes to Non-Consolidated Financial Statements"of the Non-Consolidated Financial Statements
  (From Page 20 to 23)

(From April 1, 2022 to March 31, 2023)

TAISEI CORPORATION

Important note:

This document is English translation of"Other matters to be provided through measures for the electronic provision for the 163rd Regular General Meeting of Shareholders (The matters for which the delivery of documents is omitted)."

In the event that any of the information contained in these English translations is inconsistent with the information contained in the Japanese original document, the Japanese original document shall prevail.

Systems and Policies of the Company

In order to secure a system for properly and efficiently executing business and to ensure the reliability of financial reporting, the Company set out its"Fundamental Policy to Enhance Operational Compliance Systems"at the Board as follows:

Fundamental Policy to Enhance Operational Compliance Systems

1. Systems to ensure that Members of the Board and the employees carry out their duties in compliance with laws and regulations and the Articles of Incorporation
2. 1. Members of the Board shall recognize that compliance is at the core of good management and shall faithfully comply with all compliance-related regulations, including the Action Guidelines for Taisei Personnel and the Taisei Group as a Whole.
   2. The Company shall ensure that all the executives and employees recognize their compliance-related obligations:
   3. • by implementing programs recommended by the Compliance Committee, such as strict disciplinary punishments for the executives and employees found to have violated a law or regulation, enhancement of systems to prevent collusive bidding practices, and ensuring the effective operation of the corporate ethics helpline system; and
      • by promoting compliance education and encouraging internal audits (self- audits) at the department level.
   4. The General Affairs Department shall guide the compliance-related activities of individual corporate bodies, and the Auditing Department shall ensure the effectiveness of internal audits by working closely with the individual corporate bodies.
3. Systems to retain and manage information regarding the performance of duties by Members of the Board
4. 1. The Company shall codify the rules and procedures concerning information and shall develop systems to properly manage all information belonging to the Company in order to duly record and retain information relating to the performance of Members of the Board of their duties, to prevent any leakage or unauthorized use of such information, and to effectively use such information.
5. Risk management rules for controlling risks of loss and other related internal systems
6. 1. The Company shall develop systems to properly manage primary risks, including those relating to quality, safety, environment, compliance, information and profit and loss, in accordance with the Company's fundamental policy for development of risk management system.
   2. The Company shall develop systems to manage the risks in the event of an emergency or a large disaster, including arrangements to ensure the continuation of business operations.
   3. Each corporate body shall enhance its risk management capacity in an organized manner by providing its members with risk management education and other programs.
   4. The General Affairs Department will promote proper management of company- wide risks, and the Auditing Department will promote endeavors to continually improve the risk management system through internal audits.

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1. Systems to ensure the efficient performance of duties by Members of the Board
2. 1. The Company shall establish the Management Committee as a decision-making body and adopt the executive officer system that enables the Company to operate its business in a swift manner. In addition, the Company shall make the decision-making function more vivid and fruitful and enhance the supervisory function of the Board by utilizing the committees within the Board and consulting the External Members of the Board.
   2. The Company shall develop and enhance the rules and procedures regarding the delegation of decision making and other powers to managers and the execution of the duties, to facilitate more efficient decision making and management processes, responding to changes in the managerial environment.
3. Systems to ensure proper operation of Group companies
4. 1. The Company shall promote to establish internal rules in each Group company regarding reporting requirements to the Company in accordance with the Company's fundamental policy and operational guidelines concerning the Group operation.
   2. The Company shall establish a risk management system in each group company, promoting to establish internal rules in each Group company for its risk management with respect to quality, safety, environment, compliance, information, profit and loss and large-scale disaster and other major risks in accordance with the business characteristics of each Group company.
      In addition, the Company shall ensure the effectiveness of Group company's risk management system through an internal audit by the Auditing Department and a Group liaison meeting held by the Legal Department and other departments of each Group company, promotion of risk management education in each Group company, and provision of the Group helpline amongst other things.
   3. The Company shall assist, advise and collaborate in the business of each Group company by clarifying the functions and roles of each company in the Group, assisting each Group company to implement an organizational structure appropriate for its business characteristics and size thereof and utilizing the management resources in the Group.
      In addition, the Company shall conduct inspections to Group companies by the President and Chief Executive Officer of the Company from time to time to facilitate communication among its Group companies and to promote mutual understanding and cooperation with respect to issues related to technology, production, marketing and sales, transaction and other issues surrounding the Group.
   4. The Company shall share within the Group its philosophy (objectives and goals to be pursued), spirit (key concepts all the executives and employees in our Group must adhere to), and code of conduct (the fundamental principles of conduct for the organization and standards of behavior and decisions criteria which the executives and employees in our Group shall adopt and strictly comply with), and the Company shall also establish a compliance system, promoting to enhance internal rules appropriate for the business characteristics of each Group company.
      In addition, the Company shall ensure the effective operation of the compliance system of each Group company through internal audits conducted by the Auditing Department and Group liaison meetings held by the Legal Department and other departments of each Group company, including the promotion of compliance education for each Group company, and provision of the Group helpline.

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1. Systems regarding the employees supporting Audit & Supervisory Board Members, the independence of such employees from Members of the Board and ensuring effective instructions from Audit & Supervisory Board Members to such employees
2. 1. Audit & Supervisory Board Members and General Manager of Human Resources Department shall discuss in advance assignments, transfers, evaluations and other issues regarding the staff of the Audit & Supervisory Board Members' Department, whose primary role is to assist the performance of duties by Audit & Supervisory Board Members.
   2. Each department shall properly perform its duties in order to ensure that staff of the Audit & Supervisory Board Members'Department shall effectively follow the instructions from Audit & Supervisory Board Members.
3. Systems for reporting to Audit & Supervisory Board Members and preventing the adverse treatment of persons who make reports
4. 1. For the purpose of auditing the internal controls of the Company and each Group company by Audit & Supervisory Board Members, the Company shall determine the matters that the executives and employees of the Company and each Group company, or any recipient of a report from such executive or employee of the Company, should report to Audit & Supervisory Board Members, and shall establish the following systems:
      1) A system in which Audit & Supervisory Board Members can receive reports from the executives and employees of the Company at any time;
      2) A system in which Audit & Supervisory Board Members can receive reports from the executives and employees of each Group company or a recipient of a report from such executive or employee; and
      3) A system in which Audit & Supervisory Board Members shall receive reports of any violation of law or regulation by any executive or employee of the Company through the corporate ethics helpline and the Group helpline.
   2. The Company shall establish a system to prevent any adverse treatment of a person who makes a report under the preceding paragraph based on the fact that he/she made such report.
5. Matters concerning policies regarding the allocation of costs arising from the performance of duties by Audit & Supervisory Board Members and systems to ensure that Audit & Supervisory Board Members can effectively conduct the audit of the Company
6. 1. If an Audit & Supervisory Board Member claims costs arising from the performance of its duties, Members of the Board shall properly handle such claim in order to ensure that the audit is effectively conducted.
   2. Members of the Board representing the Company and Audit & Supervisory Board Members shall facilitate their mutual understanding, through periodic meetings, regarding the status of the audits conducted by Audit & Supervisory Board Members, and other important issues.
   3. The relationship amongst Audit & Supervisory Board Members shall be strengthened by measures such as:
      ● Audit & Supervisory Board Members and General Manager of Auditing Department shall exchange documents regarding the cooperation between Audit & Supervisory Board Members and the Auditing Department; and
      ● The Auditing Department and Accounting Auditor shall have regular meetings with Audit & Supervisory Board Members.
7. Systems to ensure appropriateness of financial reports
8. 1. The Company shall develop internal controls sufficient to ensure the appropriateness of all financial reports.

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Summary of Our Efforts under the Fundamental Policy to Enhance Operational

Compliance Systems

1. Efforts related to"Systems to ensure that Members of the Board and the employees carry out their duties in compliance with laws and regulations and the Articles of Incorporation"
   The Board has established its internal compliance-related rules, including the "Group Action Guidelines,"taking account of enactments and revisions of laws and regulations, changes in social circumstances, compliance issues that actually occurred in the Group, and so forth, and Members of the Board are taking the initiative to faithfully comply with these rules.
   In order to enhance compliance awareness on a company-wide scale, the Company provides the executives and employees with the training through e-learning and issues"Compliance News"periodically, which covers typical compliance issues.
   In addition, while the Company's internal rules are strictly applied in order to thoroughly prevent the Company's executives and employees from engaging in bid rigging, the Company also provides the"training seminars for compliance with Anti-Monopoly Act"instructed by an external lawyer every year mainly to the executives and employees who belong to the marketing and sales divisions.
   Furthermore, the Company conducts compliance questionnaire surveys to all the executives and employees every year to identify issues relating to compliance to be grasped in the Company and addresses various improvement measures.
   Regarding the corporate ethics helpline system (whistleblowing system), the Company distributes"helpline cards"describing the outline of the system and listing contacts for reporting to all the executives and employees, makes continuous efforts to ensure that the executives and employees are aware of and understand the system through"Compliance News,"etc., and regularly reports the status of its compliance through the system to the management.
   In order to make such measures for promoting compliance more effective, the Compliance Committee headed by an external lawyer reviews and verifies the status of implementing such measures and enhances them as appropriate.
2. Efforts related to"Systems to retain and manage information regarding the performance of duties by Members of the Board"

The Company has established its internal information-related rules, including the "Fundamental Policy on Information Management,"to ensure the proper storage and management of corporate information.

In addition, the Company takes various information security measures appropriately as required to deal with such risks as data breaches, computer virus infections, and makes continuous efforts to ensure that the executives and employees understand information security rules and measures through periodical education by e-learning.

In the fiscal year 2022, as further countermeasures against cyberattacks, the Company took measures to enhance its information security, such as adopting cloud services for our daily operational systems, introducing security systems (zero trust network access) that correspond to teleworking and other workstyles, and adding functions that automatically update security patches to PCs of the Company.

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