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: 1888
Date of sending by postal mail: June 5, 2024
Start date of measures for electronic provision: May 31, 2024
To our shareholders:
Katsuhiko Karasuda
President & Representative Director
WAKACHIKU CONSTRUCTION CO., LTD.
1-4-7, Hamamachi, Wakamatsu-ku, Kitakyushu-shi,
Fukuoka

Notice of the 208th Annual General Meeting of Shareholders
Notice is hereby given that the 208th Annual General Meeting of Shareholders of WAKACHIKU CONSTRUCTION
CO., LTD. (the “Company”) will be held as described below.
When convening this General Meeting of Shareholders, the Company takes measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which measuresfor providing information in electronic format are to be taken) in electronic format, and posts this information as“Notice of the 208th Annual General Meeting of Shareholders” on each of the following websites. Please access anyof these websites by using the internet addresses shown below to review the information.
The Company’s website:
https://www.wakachiku.co.jp/ir/shareholder_meeting.html (in Japanese)
Website for posted informational materials for the General Meeting of Shareholders:
https://d.sokai.jp/1888/teiji/ (in Japanese)
In addition to posting items subject to measures for electronic provision on the website above, the Company also
posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). To access this information from the latter
website, access the TSE website (Listed Company Search) by using the internet address shown below, enter“WAKACHIKU CONSTRUCTION” or “1888” for the issue name (company name) or securities code, and click“Search,” and then click “Basic information” and select “Documents for public inspection/PR information,” and“Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting.”
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
Furthermore, it is possible to exercise voting rights in advance via the Internet, or with the Voting Form delivered
together with this notice, instead of attending on the day. If you will not be attending the General Meeting of
Shareholders, please refer to the Reference Documents for the General Meeting of Shareholders and exercise yourvoting rights by 6:00 p.m. on Wednesday, June 26, 2024 (JST).

-1-1. Date and Time: Thursday, June 27, 2024, at 10:00 a.m. (JST)
2. Venue:
2nd floor conference room, the Company’s Hamamachi Head Office
1-4-7, Hamamachi, Wakamatsu-ku, Kitakyushu-shi, Fukuoka
3. Purpose of the Meeting
Matters to be reported:
1. Business Report and Non-consolidated Financial Statements for the 208th fiscal year (from April 1, 2023 toMarch 31, 2024)
2. Consolidated Financial Statements and Audit Results of Consolidated Financial Statements by the Financial
Auditor and the Audit & Supervisory Board for the 208th fiscal year (from April 1, 2023 to March 31, 2024)
Matters to be resolved:
Proposal No. 1
Election of Nine Directors
Proposal No. 2
Election of One Audit & Supervisory Board Member
4. Predetermined terms of the convening(1) Among the items subject to measures for electronic provision, in accordance with the provisions of laws andregulations and the Articles of Incorporation of the Company, the following items are not provided in thepaper-based documents delivered to shareholders who have made a request for delivery of such documents.
The Audit & Supervisory Board Members and the Financial Auditor have audited the documents subject
to audit, including the following items.
(i) “Statement of Changes in Equity” in the Non-consolidated Financial Statements and “Notes to Nonconsolidated Financial Statements”(ii) “Consolidated Statement of Changes in Equity” in the Consolidated Financial Statements and “Notes toConsolidated Financial Statements”(2) If you exercise your voting rights both in writing (postal mail) and via the Internet, the voting rights as
exercised via the Internet shall be deemed valid. Furthermore, if you exercise your voting rights via theInternet multiple times, the last exercise of voting rights shall be deemed valid.
(3) If neither approval nor disapproval of a proposal is indicated on the Voting Form, it shall be deemed a vote of
approval for the proposal.

-2-





If you are attending the meeting, please submit the Voting Form delivered together with this notice to the reception desk at thevenue.
Regardless of whether shareholders have made a request for delivery of documents in paper-based format, we have also sent theReference Documents for the General Meeting.
If revisions to the items 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 of the aforementioned websites.

-3-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1
Election of Nine Directors
The terms of office of all nine Directors will expire at the conclusion of this meeting. Therefore, the Company
proposes the election of nine Directors.
The candidates for Director are as follows:
Candidate
No.

Name

Current position and responsibility

Attributes

Katsuhiko Karasuda

President & Representative Director, Executive President, and General
Manager of Safety and Environment Division

Reelection
Male

Kazumi Ishii

Representative Director, Senior Managing Executive Officer, General
Manager of Construction Business Division, and Deputy General
Manager of Safety and Environment Division

ReelectionMale

3

Hiroyuki Eshita

Director, Senior Managing Executive Officer, Officer in charge ofConstruction Business Division, and in charge of New Energy
Department

Reelection
Male

4

Hisatoshi Makihara

Director, Senior Managing Executive Officer, Officer in charge ofConstruction Business Division, and General Manager of Civil
Engineering Department

ReelectionMale

5

Makoto Nakamura

Director, Managing Executive Officer, and General Manager of Business
Management Division

ReelectionMale

6

Yasusuke Hirata

Director, Managing Executive Officer, in charge of Finance Department,
Business Management Division, and General Manager of Finance
Department

Reelection
Male

1

2

7

8

9

Yasuo Asakura

Miho Harada

Hayato Morita

Reelection
New election
OutsideIndependent
Male
FemaleDirectorReelection
OutsideIndependent
Male

DirectorReelection
OutsideIndependent
FemaleDirectorReelection
OutsideIndependent
Male

Candidate for Director to be reelected
Candidate for Director to be newly elected
Candidate for outside Director
Independent officer as defined by the securities exchange
Male candidate
Female candidate-4-Candidate
No.

Name (Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1983
Mar. 2009
Apr. 2013
June 2013
June 2015

June 2016

Apr. 2017

Katsuhiko Karasuda(August 25, 1958)
1
Reelection
Male

June 2019

Apr. 2020

June 2020

Apr. 2021

Joined the Company
General Manager of Fukuoka Branch
General Manager of Kyushu Branch
Executive Officer and General Manager ofKyushu BranchManaging Executive Officer, General Manager
of Hamamachi Head Office, and General
Manager of Kyushu Branch
Director, Managing Executive Officer, General
Manager of Hamamachi Head Office, andGeneral Manager of Kyushu Branch
Director, Managing Executive Officer, andOfficer in charge of Construction Business
Division
Director, Senior Managing Executive Officer,
and Officer in charge of Construction Business
Division
Director, Senior Managing Executive Officer,
General Manager of Construction Business
Division, and Deputy General Manager of
Safety and Environment Division
Representative Director, Senior Managing
Executive Officer, General Manager ofConstruction Business Division, and Deputy
General Manager of Safety and Environment
Division
President & Representative Director,
Executive President, and General Manager of
Safety and Environment Division (current
position)

Number of theCompany’s shares
owned

9,500

[Reasons for nomination as candidate for Director]
Mr. Karasuda has been engaged with the Company’s civil engineering and construction department and sales
department for many years in the Kyushu area and has extensive experience and achievements. He has been involved inmanagement as Director of the Company since 2016, and was appointed as President & Representative Director in
April 2021. Since he has a high level of discernment and ability to appropriately supervise and make decisions
regarding the overall management of the Company group (the “Group”), he is renominated as a candidate for Director.

-5-Candidate
No.

Name (Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1982
Apr. 2013
June 2013
Apr. 2016

Kazumi Ishii(November 8, 1959)
2
Reelection
Male

June 2016
June 2019
Apr. 2021

Joined the Company
General Manager of Nagoya Branch
Executive Officer and General Manager ofNagoya Branch
Executive Officer and General Manager ofTokyo Branch
Director, Managing Executive Officer, andGeneral Manager of Tokyo Branch
Director, Senior Managing Executive Officer,
and General Manager of Tokyo Branch
Representative Director, Senior Managing
Executive Officer, General Manager ofConstruction Business Division, and Deputy
General Manager of Safety and Environment
Division (current position)

Number of theCompany’s shares
owned

8,400

[Reasons for nomination as candidate for Director]
Mr. Ishii has extensive experience and achievements in the Company’s civil engineering and construction department
and sales department. In addition, he has served as General Manager of the Company’s Nagoya Branch from 2013 andGeneral Manager of the Company’s Tokyo Branch from 2016, and has been involved in management as Director of theCompany since June 2016. Since he has a high level of discernment and ability, he is renominated as a candidate for
Director.

-6-

Candidate
No.

Name (Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1982
Apr. 2012
Oct. 2013

Apr. 2014

June 2016

June 2018

Apr. 2019
Hiroyuki Eshita(April 5, 1958)
3
Reelection
Male

June 2019

Dec. 2020

Apr. 2021

Apr. 2024

Joined the Company
Deputy General Manager of Kyushu Branchand General Manager of Sales Department
General Manager of Sales Department andGeneral Manager of Development and Real
Estate Department, Construction Business
Division
General Manager of Development and Real
Estate Department, Construction Business
Division
Executive Officer, Officer in charge ofConstruction Business Division, and General
Manager of Sales Planning Department
Director, Managing Executive Officer, Officer
in charge of Construction Business Division,and General Manager of Sales Planning
Department
Director, Managing Executive Officer, andOfficer in charge of Construction Business
Division
Director, Managing Executive Officer, Officer
in charge of Construction Business Division,and in charge of Integrated System
Department
Director, Managing Executive Officer, Officer
in charge of Construction Business Division,in charge of Offshore Wind Power
Development Office, and in charge of
Integrated System Department
Director, Senior Managing Executive Officer,
Officerin charge of Construction Business Division,in charge of Offshore Wind Power
Development Office, and in charge of
Integrated System Department
Director, Senior Managing Executive Officer,
Officer in charge of Construction Business
Division, and in charge of New Energy
Department (current position)

Number of theCompany’s shares
owned

6,400

[Reasons for nomination as candidate for Director]
Mr. Eshita has been engaged with the Company’s sales department for many years in the Kyushu area and has extensive
experience and achievements. He was appointed Executive Officer and officer in charge of the Construction Business
Division in 2016, and has been involved in management as Director of the Company since 2018. Since he has a highlevel of discernment and ability, he is renominated as a candidate for Director.

-7-

Candidate
No.

Name (Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1986
Apr. 2014

Apr. 2016
Apr. 2017
June 2018

Hisatoshi Makihara(March 20, 1962)
4
Reelection
MaleApr. 2020

June 2020

Apr. 2024

Joined the Company
Assistant General Manager of Nagoya Branchand Supervising General Manager of Nagoya
Sales Office
Deputy General Manager of Nagoya Branch
General Manager of Civil Engineering
Department, Construction Business Division
Executive Officer, Officer in charge ofConstruction Business Division, and General
Manager of Civil Engineering Department
Managing Executive Officer, Officer in chargeof Construction Business Division, andGeneral Manager of Civil Engineering
Department
Director, Managing Executive Officer, Officer
in charge of Construction Business Division,and General Manager of Civil Engineering
Department
Director, Senior Managing Executive Officer,
Officerin charge of Construction Business Division,and General Manager of Civil Engineering
Department (current position)

Number of theCompany’s shares
owned

6,200

[Reasons for nomination as candidate for Director]
Mr. Makihara has been engaged with the Company’s civil engineering department for many years in the Chubu area.
He has extensive experience and achievements, coupled with close familiarity with on-site work, as well as a high levelof expertise. He was appointed Executive Officer and officer in charge of the Construction Business Division in 2018,and has been involved in management as Director of the Company since 2020. Since he has a high level of discernment
and ability, he is renominated as a candidate for Director.

-8-

Candidate
No.

Name (Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1983
Apr. 2012

Number of theCompany’s shares
ownedJoined the Company
General Manager of General Affairs andHuman Resources Department, Management
Division
July 2012
General Manager of General Affairs andHuman Resources Department and General
Manager of Corporate Planning Department,
Management Division
Apr. 2014
General Manager of Corporate Planning
Department
June 2015
Director, Executive Officer, in charge ofCorporate Planning Department, and General
Manager of Corporate Planning Department
June 2016
Director, Executive Officer, General Manager
of Management Division, in charge ofCorporate Planning Department, and General
Manager of Corporate Planning Department
June 2017
Director of AuBEX CORPORATION (current
Makoto Nakamura
position)
7,200(November 10, 1960)
June 2018
Director, Managing Executive Officer, General
Manager of Management Division, in charge
5of Corporate Planning Department, andReelection
General Manager of Corporate Planning
Male
Department of the Company
Apr. 2020
Director, Managing Executive Officer, General
Manager of Business Management Division,and in charge of Corporate Planning
Department
Apr. 2021
Director, Managing Executive Officer, General
Manager of Business Management Division,in charge of General Affairs Department, incharge of Human Resources Department, andin charge of Corporate Planning Department
Apr. 2022
Director, Managing Executive Officer, andGeneral Manager of Business Management
Division (current position)(Significant concurrent positions outside the Company)
Director of AuBEX CORPORATION[Reasons for nomination as candidate for Director]
Mr. Nakamura has served in the Company’s general affairs department and corporate planning department for many
years, and has extensive experience and achievements in management decisions and business strategies for theCompany and the Group’s businesses as a whole. In addition, he has been involved in management as Director of theCompany since 2015. Since he has a high level of discernment and ability, he is renominated as a candidate for
Director.

-9-

Candidate
No.

Name (Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1983
Apr. 2007
Oct. 2009

Apr. 2013
Apr. 2014
Yasusuke Hirata(September 21, 1959)
6
Reelection
Male

June 2016

Apr. 2021

June 2021

Joined the Company
Assistant General Manager of Accounting
Department and Manager of Finance Section
Assistant General Manager of Kyushu Branchand General Manager of Management
Department
General Manager of Finance Department,
Management Division
General Manager of Finance Department,
Management Division
Executive Officer, in charge of Finance
Department, Management Division, andGeneral Manager of Finance Department
Managing Executive Officer, in charge ofFinance Department, Business Management
Division, and General Manager of Finance
Department
Director, Managing Executive Officer, incharge of Finance Department, Business
Management Division, and General Manager
of Finance Department (current position)

Number of theCompany’s shares
owned

4,600

[Reasons for nomination as candidate for Director]
Mr. Hirata has been engaged with the Company’s finance department and management department for many years. He
has extensive experience and achievements in those fields as well as a high level of expertise in finance and accounting.
He was appointed Executive Officer and officer in charge of the Finance Department, Management Division in 2016,and has been involved in management as Director of the Company since 2021. Since he has a high level of discernment
and ability, he is renominated as a candidate for Director.

- 10 -

Candidate
No.

Name (Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1981

Number of theCompany’s shares
owned

Teaching Associate of Faculty of Engineering,
Kyoto University
Apr. 1988
Lecturer of Faculty of Engineering, Ehime
University
Mar. 1991
Visiting Scholar of University of London, theUK
Apr. 1991
Assistant Professor of Faculty of Engineering,
Ehime University
Apr. 1998
Professor
Apr. 2002
Professor of Kobe University Graduate School
Jan. 2011
Professor of Tokyo Institute of Technology
Graduate School
Yasuo Asakura
1,600(November 18, 1956)
Apr. 2016
Professor of Tokyo Institute of Technology
7
June 2016
Outside Director of the Company (current
Reelection
position)
OutsideApr. 2022
Professor Emeritus of Tokyo Institute ofIndependeTechnology (current position)ntJune 2022
President of Japan Research Institute for Road
Maleand Street (current position)
June 2022
Chairman of Institute of Systems Science
Research (current position)(Significant concurrent positions outside the Company)
President of Japan Research Institute for Road and Street
Chairman of Institute of Systems Science Research[Reasons for nomination as candidate for outside Director and summary of expected role]
Mr. Asakura has deep academic knowledge and broad discernment in the fields of traffic engineering and national landplanning, which are relevant to the management of the Company. He is renominated as a candidate for outside Director
with the expectation that he will provide advice and recommendations on the Company’s overall management from an
objective standpoint in order to improve the supervisory function and transparency of management. If he is elected, hewill be involved from an objective and neutral position in the appointment of candidates for Company officers anddecisions on officer remuneration and other matters as a member of the Nomination and Remuneration Advisory
Committee.

- 11 -

Candidate
No.

Name (Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Mar. 1987
Apr. 1988

8
Reelection
OutsideIndependent
Female9
Reelection
OutsideIndependent
Male

Notes:

1.
2.
3.

Number of theCompany’s shares
ownedRegistered as a shiho-shoshi (solicitor)
Joined Harada Shiho-shoshi Joint Office(current position)
Apr. 2003
Civil conciliation commissioner, Kokura
Summary Court (current position)
Oct. 2014
Domestic relations conciliation commissioner,
Kokura Branch, Fukuoka Family Court (current
position)
Apr. 2017
Wakamatsu Police Station Council Member
Miho Harada
June 2020
Outside Director of the Company (current
2,300(June 28, 1961)
position)
Apr. 2023
Chairman of Wakamatsu Police Station Council(current position)(Significant concurrent positions outside the Company)
Harada Shiho-shoshi Joint Office
Civil conciliation commissioner, Kokura Summary Court
Domestic relations conciliation commissioner, Kokura Branch,
Fukuoka Family Court
Chairman of Wakamatsu Police Station Council[Reasons for nomination as candidate for outside Director and summary of expected role]Ms. Harada has broad knowledge and sufficient discernment in all aspects of legal affairs as a shiho-shoshi (solicitor).
She is renominated as a candidate for outside Director with the expectation that she will provide appropriate advice andrecommendations from the perspective of legal compliance in order to improve the supervisory function andtransparency of management. If she is elected, she will be involved from an objective and neutral position in theappointment of candidates for Company officers and decisions on officer remuneration and other matters as a memberof the Nomination and Remuneration Advisory Committee.
Apr. 2000
Joined Shabondama Soap Co., Ltd.
Apr. 2001
DirectorJan. 2002
Director and Vice President
Mar. 2007
President and Representative Director (current
position)
June 2021
Outside Director of The Kitakyushu Bank,
Ltd. (Audit & Supervisory Committee
Hayato Morita
1,300
Member) (current position)(August 13, 1976)
June 2022
Outside Director of the Company (current
position)(Significant concurrent positions outside the Company)
President and Representative Director of Shabondama Soap
Co., Ltd.
Outside Director of The Kitakyushu Bank, Ltd. (Audit &Supervisory Committee Member)[Reasons for nomination as candidate for outside Director and summary of expected role]
Mr. Morita has extensive experience and broad knowledge as a manager of a company. He is expected to provide advice
and recommendations on the Company’s overall management from an objective standpoint in order to improve thesupervisory function and transparency of management. The company he heads carries out environmentally friendly
businesses. He is renominated as a candidate for outside Director based on our judgment that he is necessary forstrengthening the Company’s SDGs efforts. If he is elected, he will be involved from an objective and neutral positionin the appointment of candidates for Company officers and decisions on officer remuneration and other matters as amember of the Nomination and Remuneration Advisory Committee.
There is no special interest between any of the candidates and the Company.
Yasuo Asakura, Miho Harada and Hayato Morita are candidates for outside Director.
The Company has entered into limited liability agreements with Mr. Asakura, Ms. Harada, and Mr. Morita that limit their
liability for damages under Article 423, paragraph (1) of the Companies Act to the amount provided for in laws andregulations, pursuant to the provisions of the Articles of Incorporation of the Company and Article 427, paragraph (1) of
the same Act. If the election of each candidate is approved, the Company plans to renew the same limited liability
agreements with them.

- 12 -

4. The Company has submitted notification to the Tokyo Stock Exchange that Mr. Asakura, Ms. Harada, and Mr. Morita
have been designated as independent officers as provided for by the aforementioned exchange. If the election of eachcandidate is approved, the Company plans for their designation as independent officers to continue.
5. Mr. Asakura, Ms. Harada, and Mr. Morita are currently outside Directors of the Company. At the conclusion of this meeting,their tenures as outside Directors will have been eight years for Mr. Asakura, four years for Ms. Harada, and two years for
Mr. Morita.
6. The Company has entered into a directors and officers liability insurance agreement stipulated in Article 430-3, paragraph(1) of the Companies Act with an insurance company. For an outline of the aforementioned insurance agreement, please
see the Business Report (in Japanese only). Refer to “3. Outline of the contents of the directors and officers liability
insurance agreement” provided in the section on matters concerning officers of the Company. If the election of thecandidates for Director is approved, they will be insured under the insurance agreement. The Company plans to renew theinsurance agreement in July 2024.

- 13 -

Proposal No. 2
Election of One Audit & Supervisory Board Member
The term of office of Audit & Supervisory Board Member Toshiro Tsukuda will expire at the conclusion of thismeeting. Therefore, the Company proposes the election of one Audit & Supervisory Board Member.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name (Date of birth)

Career summary, position in the Company, and significant concurrent
positions outside the Company
Nov. 1987
Apr. 2003

Number of theCompany’s shares
ownedJoined the Company
Manager of Corporate Planning Section, Corporate Planning
Department
May 2011
Manager of Internal Control Section, Integrated System
Department
New election
Apr. 2014
Assistant General Manager of Integrated SystemMale
100
Department and Manager of Internal Control Section
Nobuaki Tanaka
Apr. 2018
General Manager of Integrated System Department and(April 9, 1963)
Manager of Internal Control Section
Apr. 2021
General Manager of Integrated System Department
Apr. 2024
General Manager of Risk Management Department,
Manager of Internal Control Section and Manager ofManagement System Section (current position)[Reasons for nomination as candidate for Audit & Supervisory Board Member]
Mr. Tanaka has many years of experience of internal auditing at the Company, extensive experience relating to internal auditing andextensive knowledge of the Company’s business. He is nominated as a candidate for newly-elected Audit & Supervisory Board
Member based on our judgement that he will provide appropriate auditing.
Notes: 1. There is no special interest between the candidate and the Company.
2. The Company has entered into a directors and officers liability insurance agreement stipulated in Article 430-3, paragraph(1) of the Companies Act with an insurance company. For an outline of the aforementioned insurance agreement, please
see the Business Report (in Japanese only). Refer to “3. Outline of the contents of the directors and officers liability
insurance agreement” provided in the section on matters concerning officers of the Company. If the election of thecandidate for Audit & Supervisory Board Member is approved, he will be insured under the insurance agreement. The
Company plans to renew the insurance agreement in July 2024.

- 14 -

Reference: If the proposal is approved and adopted, the skills held by the Directors and Audit & Supervisory Board
Members will be as follows.

Name
Katsuhiko
Karasuda
Kazumi Ishii
Hiroyuki
EshitaHisatoshi
Makihara
MakotoNakamura
Yasusuke
HirataYasuo
AsakuraMiho Harada

GenderCorporate
Financial
Sales strategy
strategy / Construction
accounting /Real estate(Marketing)Management technology
Legal affairs
development
strategy

Globaldiversity

Male

○

○

○

○

Male

○

○

○

○

Male

○

○

○

Male

○

Male

○

Male

○

Male

○
○

○
○

○

○

○
○

Female○○○Hayato Morita
Male
○
○
○
NobuakiMale○○
TanakaKatsunori
Male
○
○
○
○
○
Maeda
Kenichi Sawai
Male
○
○
○
○
○
* The above table is not a comprehensive list of the knowledge, experience and abilities of the Directors and Audit &Supervisory Board Members.

- 15 -