May 14, 2026
Company name: Kajima Corporation Representative: Yoshikazu Oshimi
Chairman and President, Representative Director Securities code: 1812
(Tokyo Prime, Nagoya Premier)
Inquiries: Danya Oiwa
General Manager, General Administration Department, Administration Division
Tel. +81-(0)3-5544-1111
Partial Amendments to the Articles of IncorporationKajima Corporation (the "Company") hereby announces that it resolved, at the Board of Directors' Meeting held today, to propose "Partial Amendments to the Articles of Incorporation" at the 129th Ordinary Stockholders' Meeting, which is scheduled to be held on June 26, 2026. The details are as follows.
Purpose of amendments
With the basic policy of realizing fair and transparent corporate activities, the Company has continued to strengthen its corporate governance. In line with this policy, the Company decided to transition to a company with an Audit & Supervisory Committee in order to further enhance corporate governance and increase corporate value by speeding up decision making and business execution through delegation of authority, improving discussions on management policy and strategies at the meetings of the Board of Directors, strengthening the supervisory function of the Board of Directors, and so forth. Accordingly, the Company proposes amendments to the Articles of Incorporation necessary for this transition, including the establishment of new provisions concerning Directors who are Audit & Supervisory Committee Members and the Audit & Supervisory Committee, and the deletion of provisions regarding Audit & Supervisory Board Members and the Audit & Supervisory Board.
Pursuant to Article 459, Paragraph 1 of the Companies Act, the Company proposes to newly establish the proposed Article 34 of the Articles of Incorporation. This proposed Article 34 stipulates that dividends of surplus and other related matters may be determined by a resolution of the Board of Directors in lieu of a resolution of the Stockholders' Meeting. In conjunction with this amendment, the Company also proposes to delete the relevant provisions (Articles 7 and 38 of the current Articles of Incorporation) and make corresponding amendments (proposed Article 35).
To enable the flexible establishment of an optimal management structure, the Company proposes to newly establish the proposed Article 21, Paragraph 2 to allow the President to be appointed not only from among Representative Directors but also from among Executive Officers. In conjunction with this amendment, the Company proposes to newly establish the proposed Article 27 to clarify the method of selection and the roles of Executive Officers.
In addition, the Company proposes to make other necessary changes, such as the revision of wording in line with the above amendments.
Contents of amendments
Proposed amendments are as described in the Annex.
Schedule
Scheduled date of the Stockholders' Meeting to amend the Articles of Incorporation: Friday, June 26, 2026
Scheduled effective date of the amendments to the Articles of Incorporation: Friday, June 26, 2026
Disclaimer: This document is an English translation of the announcement titled "Partial Amendments to the Articles of Incorporation" which is filed with Stock Exchanges in Japan on May 14, 2026. The Company provides this translation for your reference and convenience only without any warranty as to its accuracy. In case of any discrepancy between the translation and the Japanese original, the latter shall prevail.
[Annex] Contents of amendments
(Underlined parts are amended.)
Current Articles of Incorporation | Proposed Amendments |
CHAPTER I GENERAL PROVISIONS Article 1. - Article 3. (Omitted) | CHAPTER I GENERAL PROVISIONS Article 1. - Article 3. (Unchanged) |
Article 4. Organizational Bodies In addition to the stockholders' meetings and Directors, the Company shall have the following organizational bodies:
| Article 4. Organizational Bodies In addition to the stockholders' meetings and Directors, the Company shall have the following organizational bodies:
|
Article 5. (Omitted) | Article 5. (Unchanged) |
CHAPTER II SHARES Article 6. (Omitted) | CHAPTER II SHARES Article 6. (Unchanged) |
Article 7. Acquisition of Own Shares Pursuant to the provisions of Article 165, Paragraph 2 of the Companies Act, the Company may acquire its own shares by a resolution of the Board of Directors. | (Deleted) |
Article 8. - Article 11. (Omitted) | Article 7. - Article 10. (Unchanged) |
CHAPTER III STOCKHOLDERS' MEETINGS Article 12. Convocation The ordinary stockholders' meeting shall be convened in June of each year, and an extraordinary stockholders' meeting shall be convened whenever necessary, by the Director serving as President. In the event that the Director serving as President is unable to convene due to an emergency or other circumstances, another Director selected in accordance with the order of priority determined in advance by the Board of | CHAPTER III STOCKHOLDERS' MEETINGS Article 11. Convocation The ordinary stockholders' meeting shall be convened in June of each year, and an extraordinary stockholders' meeting shall be convened whenever necessary, by the Director serving as President. In the event that the Director serving as President is unable to convene due to absence of a Director serving as President, an emergency, or other circumstances, another Director selected in accordance with the order |
Current Articles of Incorporation | Proposed Amendments |
Directors shall act in his/her place. | of priority determined in advance by the Board of Directors shall act in his/her place. |
Article 13. - Article 14. (Omitted) | Article 12. - Article 13. (Unchanged) |
Article 15. Chairperson The Director serving as President shall act as the chairperson of the stockholders' meeting. In the event that the Director serving as President is unable to act as the chairperson due to an emergency or other circumstances, another Director selected in accordance with the order of priority determined in advance by the Board of Directors shall act in his/her place. | Article 14. Chairperson The Director serving as President shall act as the chairperson of the stockholders' meeting. In the event that the Director serving as President is unable to act as the chairperson due to absence of a Director serving as Director, an emergency, or other circumstances, another Director selected in accordance with the order of priority determined in advance by the Board of Directors shall act in his/her place. |
Article 16. - Article 18. (Omitted) | Article 15. - Article 17. (Unchanged) |
CHAPTER IV DIRECTORS AND BOARD OF DIRECTORS Article 19. Number of Directors The Company shall have no more than thirteen (13) Directors. (Newly established) | CHAPTER IV DIRECTORS AND BOARD OF DIRECTORS Article 18. Number of Directors The Company shall have no more than fourteen (14) Directors. Of the Directors in the preceding paragraph, the number of Directors who are Audit & Supervisory Committee Members shall be no more than five (5). |
Article 20. Election of Directors Directors shall be elected at the stockholders' meetings. The resolution for the election provided for in the preceding paragraph shall be adopted by a majority of the voting rights of the stockholders present, provided that, the attendance of stockholders owing not less than one-third (1/3) of total voting rights of qualified stockholders shall be required. Resolutions for the election of Directors shall not be made by cumulative | Article 19. Election of Directors Directors who are Audit & Supervisory Committee Members and other Directors shall be elected separately at the stockholders' meetings. The resolution for the election provided for in the preceding paragraph shall be adopted by a majority of the voting rights of the stockholders present, provided that, the attendance of stockholders owing not less than one-third (1/3) of total voting rights of qualified stockholders shall be required. Resolutions for the election of Directors shall |
Current Articles of Incorporation | Proposed Amendments |
voting. Article 21. Term of Office of Directors The term of office of Directors shall expire at the conclusion of the ordinary stockholders' meeting for the last business year ending within one (1) year following their election. (Newly established) (Newly established) (Newly established) Article 22. Representative Directors and Directors with Special Titles The Board of Directors shall, by its resolution, elect Representative Directors. (Newly established) The Board of Directors may, by its resolution, elect one (1) Director serving as Chairman, one | not be made by cumulative voting. Article 20. Term of Office of Directors The term of office of Directors (excluding Directors who are Audit & Supervisory Committee Members) shall expire at the conclusion of the ordinary stockholders' meeting for the last business year ending within one (1) year following their election. The term of office of Directors who are Audit & Supervisory Committee Members shall expire at the conclusion of the ordinary stockholders' meeting for the last business year ending within two (2) years following their election. The term of office of substitute Directors who are Audit & Supervisory Committee Members elected to fill a vacancy caused by retirement of a predecessor before the expiration of his/her term shall expire at the same time as the predecessor's term would have expired. A resolution for the election of substitute Directors who are Audit & Supervisory Committee Members, elected pursuant to Article 329, Paragraph 3 of the Companies Act, shall remain effective until the commencement of the ordinary stockholders' meeting for the last business year ending within two (2) years following their election. Article 21. Representative Director and Officers with Special Titles, Etc. The Board of Directors shall, by its resolution, elect Representative Directors from among the Directors (excluding Directors who are Audit & Supervisory Committee Members). The Board of Directors shall, by its resolution, elect one (1) President from among Representative Directors or Executive Officers. The Board of Directors may, by its resolution, elect one (1) Director serving as Chairman and several Directors serving as Vice Chairmen |