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: 5911
June 7, 2019
To our shareholders:Hisashi Fujii
President and Representative Director
Yokogawa Bridge Holdings Corp.
4-4-44, Shibaura, Minato-ku, Tokyo

Notice of the 155th Annual General Meeting of Shareholders
You are cordially invited to attend the 155th Annual General Meeting of Shareholders of Yokogawa BridgeHoldings Corp. (the “Company”), which will be held as indicated below.
If you are unable to attend the meeting in person, you may exercise your voting rights in writing. Please examine
the attached Reference Documents for General Meeting of Shareholders, and indicate your approval or disapprovalof the proposals in the enclosed voting form to exercise your voting rights by 5:30 p.m. on Tuesday, June 25, 2019
(JST).
1. Date and Time: Wednesday, June 26, 2019, at 10:00 a.m. (JST)
2. Venue:
7F Conference Room, Yokogawa Building
4-4-44, Shibaura, Minato-ku, Tokyo(The venue of the meeting has been changed to the above due to the availability of a suitableroom within the Company’s Head Office building.)
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 155th fiscal year (from April 1,2018 to March 31, 2019) and the results of audits of the Consolidated Financial Statements by theFinancial Auditor and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 155th fiscal year (from April 1, 2018 to March 31,2019)
Matters to be resolved:
Proposal No. 1
Dividends of Surplus
Proposal No. 2
Election of Two Audit & Supervisory Board Members- Please hand in the voting form at the reception when you attend the meeting in person.
- If any changes are made to this Notice and the attached Reference Documents for General Meeting of Shareholders, or theBusiness Report, Consolidated Financial Statements, and Non-consolidated Financial Statements, such changes will be posted on
the Company’s website (http://www.ybhd.co.jp/) (in Japanese only).

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

Dividends of Surplus

The Company regards the distribution of profit to shareholders as one of top priorities, and it maintains a basic
policy to pay stable dividends on a continual basis while giving a comprehensive consideration to such factors as
operating results and capital requirements for future business development.
In line with this basic policy, the Company proposes to pay a year-end dividend of ¥17 per share. Including theinterim dividend of ¥13 per share, the annual dividend will total ¥30 per share, which is ¥8 higher than for theprevious fiscal year.
(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amountThe Company proposes to pay a dividend of ¥17 per common share of the Company.
In this event, the total dividends will be ¥704,758,222.
(3) Effective date of dividends of surplus
June 27, 2019-2-

Proposal No. 2

Election of Two Audit & Supervisory Board Members

The terms of office of Audit & Supervisory Board Members Ryogo Hirokawa and Kazunori Yagi will expire at theconclusion of this meeting. In that regard, the Company proposes the election of two Audit & Supervisory BoardMembers.
The candidates for Audit & Supervisory Board Member are as follows. In addition, the consent of the Audit &Supervisory Board has been obtained for the submission of this proposal.
Candidate
No.

Name (Date of birth)

Career summary and position
Apr. 1984
Oct. 2009

1

Number of theCompany’s shares
ownedJoined the Company
General Manager of Sales Division I, Bridge
Sales Headquarters of Yokogawa Bridge Corp.
Oct. 2010
Head (General Manager) of Quantity Survey
Center, Bridge Sales Headquarters
Oct. 2013
Administrative Officer and Head of Quantity
Survey Center, Bridge Sales HeadquartersNov. 2014
Administrative Officer and Head of Steel
Structures Maintenance Business Office
Oct. 2015
Administrative Officer and General Manager of
Ryogo Hirokawa
Sales Division, Maintenance Business(January 9, 1959)
7,700 sharesHeadquarters
Reelection
July 2016
Administrative Officer and General Manager ofTokyo Sales Division II, Bridge SalesHeadquarters
Apr. 2018
Administrative Officer, Tokyo Sales Division
II, Sales Headquarters
June 2018
Full-time Audit & Supervisory Board Memberof the Company(to the present)[Significant concurrent positions outside the Company]
None[Reasons for nomination as candidate for Audit & Supervisory Board Member]
Ryogo Hirokawa has held important positions within the sales divisions in the Group, and following his appointment as
Audit & Supervisory Board Member, has applied his knowledge and experience to appropriately perform audit of theCompany as a full-time Audit & Supervisory Board Member. Therefore, the Company nominated him again as
candidate for Audit & Supervisory Board Member.

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Candidate
No.

Name (Date of birth)

Career summary and position
Apr. 1972

2Notes:Number of theCompany’s shares
ownedJoined the Yokogawa Electric Works Ltd.
(currently Yokogawa Electric Corporation)
Oct. 1999Vice President (Officer) and General Managerof Finance & Business Planning, in charge ofCorporate Marketing
Apr. 2001
Senior Vice President and General Manager ofFinance & Business Planning
June 2001
Director, Senior Vice President and General
Manager of Finance & Business Planning
July 2002
Director, Executive Vice President and General
Manager of Finance & Business Planning
June 2005
Director, Executive Vice President and General
Manager of Management Administration
Headquarters
Kazunori Yagi
June 2011
Resigned as Director(April 1, 1949)
4,900 shares
Outside Audit & Supervisory Board Member(current position)
Reelection
June 2012
Outside Director of JSR Corporation
June 2013
Outside Audit & Supervisory Board Member of
TDK Corporation
Mar. 2014
Outside Director of OYO Corporation
June 2017
Outside Audit & Supervisory Board Member ofSojitz Corporation (current position)
June 2018
Outside Director of TDK Corporation (currentposition)(to the present)[Significant concurrent positions outside the Company]
Outside Audit & Supervisory Board Member of Sojitz
Corporation
Outside Director of TDK Corporation[Reasons for nomination as candidate for outside Audit & Supervisory Board Member]
Kazunori Yagi has held important positions over the years including positions related to accounting and corporate
planning in Yokogawa Electric Corporation, in addition to his service as outside officer of other companies, andpossesses considerable degree of insight into finance and accounting, which can be utilized in strengthening theCompany’s auditing systems. Therefore, the Company nominated him again as candidate for outside Audit &Supervisory Board Member.
1. There is no special interest between any of the candidates and the Company.
2. Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into agreementswith Ryogo Hirokawa and Kazunori Yagi to limit their liability as provided for in Article 423, paragraph 1 of the same
Act. The maximum amount of liability for damages under this agreement is that provided for under laws and regulations,and if they are reelected and assume office as Audit & Supervisory Board Member, the Company plans to renew theagreements with them.
3. Kazunori Yagi is a candidate for outside Audit & Supervisory Board Member.
4. In February 2018, while Kazunori Yagi was in office as an outside Audit & Supervisory Board Member at TDK
Corporation, in a series of cease and desist orders and surcharge payment orders issued by the Japan Fair Trade
Commission to manufacturers and distributors of suspension components used in hard disk drives, it was acknowledgedthat the said company and its subsidiaries have acted in violation of the Act on Prohibition of Private Monopolizationand Maintenance of Fair Trade. However, due to reasons including a prior submission to, and approval by the Fair Trade
Commission for application of the surcharge reduction and exemption system, the company and its subsidiaries wereexempt from the cease and desist order and the surcharge payment order. Kazunori Yagi has regularly stated theimportance of corporate governance and compliance with laws and regulations, as well as ensuring thoroughimplementation thereof, at meetings of the Board of Directors and other occasions. After this violation came through,Kazunori Yagi has continued to perform his duties by further actively offering opinions on building and enhancing thestructure of corporate governance and compliance.
5. Kazunori Yagi is currently an outside Audit & Supervisory Board Member of the Company, and at the conclusion of thismeeting, his tenure will have been eight years.

-4-6. The Company has submitted notification to the Tokyo Stock Exchange that Kazunori Yagi has been designated as anindependent officer as provided for by the aforementioned exchange. If he is reelected as Audit & Supervisory Board
Member, the Company plans to submit notification concerning continuation of his appointment as an independent officer.
Until June 2011, Kazunori Yagi has served as a person executing business in Yokogawa Electric Corporation, which is aprincipal shareholder of the Company. However, taking into consideration the significant amount of time that has passed
since then, and in view of the nature of the transactions maintained with the company, the Company deems him capable
to performing the role of outside Audit & Supervisory Board Member from an independent standpoint.

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