Yahagi Construction : Notice of the 82nd Annual General Meeting of Shareholders

Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

(Securities Code: 1870)

June 7, 2023

To Our Shareholders:

Mitsuhiro Takayanagi, President and Director

YAHAGI CONSTRUCTION CO., LTD.

3-19-7, Aoi, Higashi-ku,Nagoya-shi

Notice of the 82nd Annual General Meeting of Shareholders

We would like to inform you that the 82nd Annual General Meeting of Shareholders of YAHAGI CONSTRUCTION CO., LTD. (the "Company") will be held as set forth below.

When convening this General Meeting of Shareholders, the Company takes measures for providing information that constitutes the content of the Reference Documents for the General Meeting of Shareholders, etc. (matters subject to measurement for electronic provision are to be taken) in electronic format, and posts this information as "Notice of the 82nd Annual General Meeting of Shareholders" on the Company's website. Please access each website below by using the internet address shown below to review the information.

The Company's website: https://www.yahagi.co.jp/ir/general_meeting/ (in Japanese) Select "IR," and then "General Meeting of Shareholders."

Website for posted informational materials for the general meeting of shareholders: https://d.sokai.jp/1870/teiji/ (in Japanese)

If you are unable to attend the meeting in person, you may exercise your voting rights via the Internet, etc. or in writing (by mail). Please review the Reference Documents for the General Meeting of Shareholders, and exercise your voting rights by 5:00 p.m. on Wednesday, June 28, 2023 (JST).

1. Date and Time: Thursday, June 29, 2023 at 10:00 a.m. (JST)
2. Venue: Aoi Center Building, 8th Floor; Conference room of the Company 3-19-7, Aoi, Higashi-ku,Nagoya-shi
3. Purpose of the Meeting Matters to be reported:
4. 1. Report on the Business Report and the Consolidated Financial Statements and on the Audit Results of the Consolidated Financial Statements by the Financial Auditors and the Audit & Supervisory Board for the 82nd Fiscal Year (from April 1, 2022 to March 31, 2023)
   2. Report on the Non-consolidated Financial Statements for the 82nd Fiscal Year (from April 1, 2022 to March 31, 2023)

Matters to be resolved:

Proposal No. 1 Election of Nine (9) Directors

Proposal No. 2 Election of One (1) Audit & Supervisory Board Member

• When attending the meeting in person, please submit the voting form sent with this notice at the reception desk of the venue.
• If revisions to the matters 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 each website that the items are listed.
• Paper-baseddocuments stating the matters subject to measures for electronic provision are sent to shareholders who have requested the delivery of paper-based documents, however those documents do not include "Notes to Consolidated Financial Statements" and the "Notes to Non-consolidated Financial Statements" in accordance with the provisions of laws and regulations and Article 15 of the Company's Articles of Incorporation. Therefore, the Consolidated Financial Statements and the Non-consolidated Financial
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Statements indicated in the documents are part of the documents audited by the Financial Auditor and the Audit & Supervisory Board Members and the Financial Auditors for the preparation of their audit reports.

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Reference Documents for the General Meeting of Shareholders

Proposal No. 1 Election of Nine (9) Directors

The terms of office of all nine (9) Directors will expire at the conclusion of this meeting. Therefore, the Company proposes the election of nine (9) Directors.

The candidates for Director are as follows:

					Attendance of
Candidate	Name		Current position and responsibility in the	Tenure	Board of
No.		Company	Directors'
					meetings
Re-election	Mitsuhiro Takayanagi		President and Representative Director	12 years	92%
1		(11/12)
			Vice President and Representative
			Director
			General Manager of Civil Engineering
Re-election			Business Division, Officer in charge of	16 years	100%
Shuji Nawa		Railway Technology Training Center,
2		(12/12)
		Chairman of Central Safety & Health
			Committee, and Officer in charge of
			Safety and Environment Control
			Department
Re-election			Representative Director and Senior		100%
Takashi Yamashita		Managing Executive Officer	12 years
3		(12/12)
		General Manager of Corporate Division
			Director and Senior Managing Executive		100%
Re-election	Osamu Goto		Officer	4 years
4		Manager of Sales, and General Manager	(12/12)
			of Head Office
			Managing Executive Officer
New election			General Manager of Construction	-	-
Kenji Shimizu		Division, Architectural Business Division,
5			and Deputy General Manager of Railway
			Technology Training Center
New election	Hiroki Takasaki		Outside Audit & Supervisory Board	-	100%*
6			Member		(12/12)
Re-election		Outside			100%
Shinji Ishihara	Independent	Outside Director	10 years
7	(12/12)
	officer
Re-election		Outside			100%
Yuka Nakagawa	Independent	Outside Director	2 years
8	(12/12)
	officer
Re-election		Outside			100%
Hideomi Ban	Independent	Outside Director	1 year
9	(10/10)
	officer

* Attendance rate of Board of Directors' meetings as an Audit & Supervisory Board Member is listed.

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Candidate		Name	Career summary, position and responsibility in the Company,	Number of the
	Company's shares
No.	(Date of birth)	and significant concurrent positions outside the Company
owned
				Apr. 1984	Joined the Company
				June 2006	Executive Officer and General Manager of
					Sales Control 2 of the Company
				June 2008	Executive Officer and General Manager of
					Sales Control 2, Sales Management Division of
					the Company
				Feb. 2009	Executive Officer and General Manager of
					Sales Control 2, Central Japan Company of the
					Company
				Apr. 2009	Executive Officer, Deputy General Manager of
					Management Division, and General Manager of
					General Administration Department of the	41,200
					Company
				Oct. 2010	Executive Officer, Deputy General Manager of
	Mitsuhiro Takayanagi		Management Division, General Manager of
		General Administration Department, and
1	(February 19, 1962)
	General Manager of Human Resources
					Department of the Company
		Re-election
			June 2011	Director and Managing Executive Officer of the
					Company
				Apr. 2012	Director and Senior Managing Executive
					Officer of the Company
				June 2015	President and Representative Director of the
					Company (incumbent)
				[Reasons for nomination as candidate for Director]
				Since joining the Company, Mr. Mitsuhiro Takayanagi has been engaged in the
				operations of the Civil Engineering Division and the Corporate Planning Division
				and has abundant experience in these areas. After assuming the position of Director,
				he continued to manage the Human Resources Division and the Sales Division. Since
				2015, he has been engaged in management as President and Representative Director
				(incumbent). Given his abundant experience in the Company's business and overall
				management along with his extensive insights, the Company nominates him as a
				candidate for Director again.

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Candidate		Name	Career summary, position and responsibility in the Company,	Number of the
	Company's shares
No.	(Date of birth)	and significant concurrent positions outside the Company
owned
				Apr. 1984	Joined the Company
				June 2005	Executive Officer, Deputy General Manager of
					Sales Control 1, and General Manager of Sales
					Department 1 of the Company
				Feb. 2007	Managing Executive Officer, General Manager
					of Osaka Branch, and Officer in charge of
					Western Japan of the Company
				June 2007	Director and Managing Executive Officer of the
					Company		36,300
				June 2016	Director and Senior Managing Executive
					Officer of the Company
		Shuji Nawa	June 2021	Vice President and Representative Director of
			the Company (incumbent)
2	(November 4, 1958)
(Responsibilities) General Manager of Civil Engineering
				Business Division, Officer in charge of Railway Technology
		Re-election
			Training Center, Chairman of Central Safety & Health
				Committee, and Officer in charge of Safety and Environment
				Control Department
				[Reasons for nomination as candidate for Director]
				Since joining the Company, Mr. Shuji Nawa has been engaged in the construction
				and sales operations of the Civil Engineering Division and has abundant experience
				in this field. After assuming the position of Director, he served as President and
				Representative Director of YAHAGI GREEN Co., Ltd., the Company's subsidiary,
				and currently leads business execution in the civil engineering and railroad
				businesses as General Manager of the Civil Engineering Business Division. Given his
				abundant experience in the Company's business and overall management along with
				his extensive insights, the Company nominates him as a candidate for Director again.
				Apr. 1984	Joined the Company
				June 2006	Executive Officer, Deputy General Manager of
					Management Division, and General Manager of
					Accounting Department of the Company
				June 2009	Executive Officer, Deputy Company Manager
					of Eastern Japan Company, Deputy General
					Manager of Tokyo Branch, and General
					Manager of Management Department of the		37,300
					Company
				June 2011	Director and Managing Executive Officer of the
					Company
	Takashi Yamashita	June 2016	Director and Senior Managing Executive
		Officer of the Company
3	(April 17, 1961)
June 2022	Representative Director and Senior Managing
					Executive Officer of the Company (incumbent)
		Re-election
			(Responsibilities) General Manager of Corporate Division
				[Reasons for nomination as candidate for Director]
				Since joining the Company, Mr. Takashi Yamashita has been engaged in the
				operations of the Accounting Division, Corporate Planning Division, Human
				Resources Division and Sales Division, and has abundant experience in these areas.
				After assuming the position of Director, he served as General Manager of the East
				Japan Regional Office, leading business execution of the Sales and Construction
				Divisions, and after serving as the Officer in charge of the Human Resources
				Department and Accounting Department, he currently serves as General Manager of
				the Corporate Division. Given his abundant experience in the Company's business
				and overall management along with his extensive insights, the Company nominates
				him as a candidate for Director again.

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