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

May 31, 2024
(Commencement Date of Electronic Provision Measures: May 27, 2024)

To Our Shareholders:
Ryo Shimmura
Representative Director and President
NAGAWA Co., Ltd.
4-1, Marunouchi 1-chome,
Chiyoda-ku, Tokyo

Notice of the 60th Ordinary General Meeting of Shareholders
You are cordially notified that the 60th Ordinary General Meeting of Shareholders of NAGAWA Co., Ltd.
(the “Company”) will be held as indicated below.
In convening this Ordinary General Meeting of Shareholders, we have taken measures to electronicallyprovide information and have posted the matters for electronic provision as the “Notice of the 60th
Ordinary General Meeting of Shareholders” on the following website on the Internet.
The Company’s website: https://group.nagawa.co.jp/news.html
If you are unable to attend, you may exercise your voting rights in writing. Therefore, after reviewing
the Reference Documents for the General Meeting of Shareholders presented in the matters forelectronic provision, please exercise your voting rights by indicating “for” or “against” each agenda
item on the enclosed Voting Rights Exercise Form, and mail it so that it is received no later than 5:00
p.m. (JST) on Monday, June 17, 2024. In addition, you may exercise your voting rights via theInternet. When using the voting rights exercise website on your computer or smartphone, please
follow the guidance on the site, and enter “for” or “against” each agenda item no later than 5:00 p.m.
(JST) on Monday, June 17, 2024. For details, please see pages 3 and 4 of this Notice of Convocation(Japanese-language document only).

1. Date and Time:
2. Place:

Tuesday, June 18, 2024 at 1:00 p.m. (reception will start at 0:30 p.m.) (JST)Otemachi Mitsui Hall, Otemachi One 3F,
2-1, Otemachi 1-chome, Chiyoda-ku, Tokyo

3. Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 60th fiscal year (April 1, 2023 to March 31, 2024) andresults of audits of the Consolidated Financial Statements by theAccounting Auditor and the Board of Corporate Auditors
2. Non-consolidated Financial Statements for the Company’s 60th fiscal
year (April 1, 2023 to March 31, 2024)
Matters for resolution:
Election of Three (3) Corporate Auditors
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Payment of Bonuses to Officers
Proposal No. 3:

If you attend the meeting, please bring the enclosed Voting Rights Exercise Form with you and submit
it at the reception desk.
If any revisions to the matters for electronic provision arise, the revisions will be posted on each ofthe websites on which the matters for electronic provision have been posted.

-1-Reference Documents for the General Meeting of Shareholders
Proposal No. 1:

Election of Three (3) Corporate Auditors

The terms of office of all three (3) Corporate Auditors will expire at the conclusion of this General Meetingof Shareholders. Accordingly, we propose the election of three (3) Corporate Auditors.
The candidates for Corporate Auditors are as follows:
Current position andresponsibilities at the Company

Candidate
No.

Name1

Manabu Takahashi

Full-time CorporateAuditor

Reappointment

2

Takao Toriumi

External Auditor

Reappointment

External Independent

3

Nobutaka Motohashi

External Auditor

Reappointment

External Independent

Attributes

Policies and Procedures in the Nomination of Candidates for Directors and Corporate Auditors
In the selection of Senior Management and Director candidates, the Company determines the candidates
through its Board of Directors upon taking into account the capabilities, experience, personality traits, etc.,
required for each role. In addition, the Company, in the selection of candidates for Corporate Auditor,
determines the candidates through its Board of Directors, with the consent of the Board of CorporateAuditors, upon taking into account the capabilities, experience, personality traits, etc., required for eachrole.

-2-Candidate
No. 1(Name)
Manabu Takahashi
Date of birth
May 12, 1967
Number of Company shares held
1,000,000
Term of office
3 years
Attendance at Board of Directors meetings

Reappointment

12 times out of 13 meetings
Brief personal history, position in the Company, and significant concurrent positions
March 1990
Joined the Company
March 2001
General Manager, Kutchan Sales OfficeNovember 2003 General Manager, Sales Division No. 2June 2004
Director and General Manager, Sales Division No. 2April 2007
Managing Director and Deputy General Manager, Sales Division
April 2008
Managing Director and General Manager, Hokkaido District
Office, Sales Division
Managing Director and General Manager, Corporate Planning
April 2010
OfficeApril 2011
Managing Director and General Manager, Corporate Planning
Office and Overseas Preparatory Office
October 2012Managing Director and General Manager, Accounting Department
April 2019
Managing Director and General Manager, General Affairs
Department
Senior Executive Officer and General Manager, General Affairs
June 2020
Department
June 2021
Full-time Corporate Auditor (current position)[Reasons for nomination as a candidate for Full-time Corporate Auditor]
Mr. Manabu Takahashi has been in charge of operations in the sales field and has served as General Manager of theAccounting Department and the General Affairs Department, in Administration Division. The Company has
nominated him once again as a candidate for Corporate Auditor, as it has determined that based on his broad
expertise, business experience, and extensive knowledge of the Group’s business, he will appropriately carry out his
audit duties.

-3-Candidate
No. 2(Name)
Takao Toriumi

Reappointment

External

Independent

Date of birth
October 11, 1952
Number of Company shares held
100
Term of office
21 years
Attendance at Board of Directors meetings
13 times out of 13 meetings
Brief personal history, position in the Company, and significant concurrentpositions
September 1977
Joined TS TECH Co., Ltd.
October 1983
April 1987
June 2003

Joined Asahi & Co. (current KPMG AZSA LLC) (part-timeemployee)
Representative, Toriumi Certified Public Accountant & Tax
Accountant Office (current position)
Corporate Auditor of the Company (current position)[Reasons for nomination as a candidate for External Auditor]
Mr. Takao Toriumi has a high level of expertise and abundant experience based on his years of activities as a
Certified Public Accountant. The Company asks for his appointment, as it has determined that he willappropriately fulfill his duties as an External Auditor.

Candidate
No. 3(Name)

Nobutaka Motohashi
Reappointment External
Independent
Date of birth
December 16, 1948
Number of Company shares held
100
Term of office
12 years
Attendance at Board of Directors meetings
13 times out of 13 meetings
Brief personal history, position in the Company, and significant concurrent positions
Joined Shoichi Ikeda Audit Firm (current Ernst & Young
June 1971
ShinNihon LLC)
March 1973
Registered as a Certified Public Accountant
September 1990Appointed as Partner of CENTURY Audit Corporation (currentErnst & Young ShinNihon LLC)
June 2008
Retired from ShinNihon & Co. (current Ernst & YoungShinNihon LLC)
Representative, Nobutaka Motohashi Certified Public
July 2008
Accountant & Tax Accountant Office (current position)
June 2012
Corporate Auditor of the Company (current position)[Reasons for nomination as a candidate for External Auditor]
Mr. Nobutaka Motohashi has a high level of expertise and abundant experience based on his years of activities
as a Certified Public Accountant. The Company asks for his appointment, as it has determined that he willappropriately fulfill his duties as an External Auditor.
(Notes)1. There is no special interest between each candidate and the Company.
2. Messrs. Takao Toriumi and Nobutaka Motohashi are candidates for External Auditor.
3. Messrs. Takao Toriumi and Nobutaka Motohashi currently serve as External Auditors of the Company, and at theconclusion of this General Meeting of Shareholders, Mr. Takao Toriumi will have served 21 years and Mr.
Nobutaka Motohashi will have 12 years.
4. The Company has designated Messrs. Takao Toriumi and Nobutaka Motohashi as independent officers, as
stipulated by the Tokyo Stock Exchange, and has submitted notification to such effect.

-4-Proposal No. 2:

Appropriation of Surplus

The Company views the return of profits to shareholders as one of its most important management tasks.
The Company’s businesses comprise the construction and sales business and the rental business. Given theunique nature of the rental business, which requires several years from investment to collection, theCompany upholds the basic policy of deliberating the distribution of profits each fiscal year, in light of theprogress of business performance and comprehensively taking into account future business development
and capital investments, etc., in the long-term.
Based on the above, while carefully examining capital requirements for future capital investments, etc.,
and adopting a “total shareholder return ratio*” of 30% as a general rule, we will return profits toshareholders by such means as increased dividends and the acquisition of treasury shares.
1. Year-end dividends
The Company has given consideration to matters including the business performance of the fiscal year
under review and future business development and proposes to pay year-end dividends for the fiscal
year as follows:
Type of dividend property
CashMatters related to the allotment of dividend
property and the aggregate amount¥60 per common share of the Company
Total dividends¥942,804,420

Effective date of dividends of surplus

June 19, 2024

2. Other matters regarding the appropriation of surplus
Regarding internal reserves, aiming to strengthen the management base in preparation for proactive
future business development, the Company proposes the following:
Item and amount of increased surplus
General reserve: ¥2,200,000,000
Item and amount of decreased surplus

Retained earnings carried forward:¥2,200,000,000* Total shareholder return ratio: Percentage of the total amount of dividends and acquisition of treasury
shares corresponding to profits.
The total shareholder return ratio for the 60th fiscal year is 68.2%.

-5-Proposal No. 3:

Payment of Bonuses to Officers

In regard to the eight (8) Directors (of whom three (3) are External Directors) and three (3) Corporate
Auditors (of whom two (2) are External Auditors) in office at the end of the fiscal year, the Companyproposes to pay a total amount of bonuses to Officers of ¥64,750,000 (¥57,700,000 for Directors (of which¥3,450,000 will be for External Directors), ¥7,050,000 for Corporate Auditors (of which ¥2,300,000 will
be for External Auditors)). This proposal has been decided by the Board of Directors following deliberationby the Nomination and Remuneration Committee, while comprehensively taking into account the businessresults of the fiscal year under review, the Officer remuneration system and the levels of remuneration, thecurrent number of Officers, etc., and has thus been deemed reasonable.
Furthermore, the amount for each Director and each Corporate Auditor will be entrusted to the discussions
by the Board of Directors for Directors, and the discussions among the Corporate Auditors for CorporateAuditors.
Payment of Bonuses to Officers¥64,750,000

For the eight (8) Directors (of whom three (3) are External Directors)¥57,700,000(¥3,450,000)

For the three (3) Corporate Auditors (of whom two (2) are External Auditors)¥7,050,000(¥2,300,000)-6-