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 tomeasurement 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 byusing 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 inwriting (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:
1. Report on the Business Report and the Consolidated Financial Statements and on the Audit Results of theConsolidated Financial Statements by the Financial Auditors and the Audit & Supervisory Board for the82nd 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-based documents 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” andthe “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-1-

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.

-2-

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:
CandidateNo.
Re-election
1

Name

Mitsuhiro Takayanagi

Re-election
2

Shuji Nawa

Re-election
3

Takashi Yamashita

Re-election
4

Osamu Goto

New election
Kenji Shimizu
5
New election
Hiroki Takasaki
6

Current position and responsibility in the
Company

TenurePresident and Representative Director

12 years

Vice President and Representative
Director
General Manager of Civil Engineering
Business Division, Officer in charge ofRailway Technology Training Center,
Chairman of Central Safety & HealthCommittee, and Officer in charge of
Safety and Environment Control
Department
Representative Director and Senior
Managing Executive Officer
General Manager of Corporate Division
Director and Senior Managing Executive
OfficerManager of Sales, and General Manager
of Head Office
Managing Executive Officer
General Manager of Construction
Division, Architectural Business Division,and Deputy General Manager of Railway
Technology Training Center
Outside Audit & Supervisory Board
MemberOutsideIndependent Outside Director
officer
OutsideRe-election
Yuka Nakagawa
Independent Outside Director
8
officer
OutsideRe-election
Hideomi Ban
Independent Outside Director
9
officer* Attendance rate of Board of Directors’ meetings as an Audit & Supervisory Board Member is listed.
Re-election
7

Shinji Ishihara-3-

Attendance ofBoard ofDirectors’
meetings
92%(11/12)16 years

100%(12/12)

12 years

100%(12/12)

4 years100%(12/12)

–

–

–

100%*
(12/12)10 years

100%(12/12)

2 years100%(12/12)

1 year100%(10/10)Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1984
June 2006

1

Mitsuhiro Takayanagi(February 19, 1962)
Re-election

Number of theCompany’s shares
ownedJoined the Company
Executive Officer and General Manager ofSales Control 2 of the Company
June 2008
Executive Officer and General Manager ofSales Control 2, Sales Management Division of
the Company
Feb. 2009
Executive Officer and General Manager ofSales Control 2, Central Japan Company of theCompany
Apr. 2009
Executive Officer, Deputy General Manager ofManagement Division, and General Manager ofGeneral Administration Department of the41,200Company
Oct. 2010
Executive Officer, Deputy General Manager ofManagement Division, General Manager ofGeneral Administration Department, andGeneral Manager of Human Resources
Department of the Company
June 2011
Director and Managing Executive Officer of theCompany
Apr. 2012
Director and Senior Managing Executive
Officer of the Company
June 2015
President and Representative Director of theCompany (incumbent)[Reasons for nomination as candidate for Director]
Since joining the Company, Mr. Mitsuhiro Takayanagi has been engaged in theoperations of the Civil Engineering Division and the Corporate Planning Divisionand 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 overallmanagement along with his extensive insights, the Company nominates him as a
candidate for Director again.

-4-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1984
June 2005

2

Shuji Nawa
(November 4, 1958)
Re-election

3

Takashi Yamashita(April 17, 1961)
Re-election

Number of theCompany’s shares
ownedJoined the Company
Executive Officer, Deputy General Manager ofSales 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 ofWestern Japan of the Company
June 2007
Director and Managing Executive Officer of theCompany
36,300June 2016
Director and Senior Managing Executive
Officer of the Company
June 2021
Vice President and Representative Director of
the Company (incumbent)(Responsibilities) General Manager of Civil Engineering
Business Division, Officer in charge of Railway Technology
Training Center, Chairman of Central Safety & HealthCommittee, 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 experiencein this field. After assuming the position of Director, he served as President andRepresentative 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 withhis extensive insights, the Company nominates him as a candidate for Director again.
Apr. 1984
Joined the Company
June 2006
Executive Officer, Deputy General Manager ofManagement 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
37,300Company
June 2011
Director and Managing Executive Officer of theCompany
June 2016
Director and Senior Managing Executive
Officer of the Company
June 2022
Representative Director and Senior Managing
Executive Officer of the Company (incumbent)(Responsibilities) General Manager of Corporate Division[Reasons for nomination as candidate for Director]
Since joining the Company, Mr. Takashi Yamashita has been engaged in theoperations 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 businessand overall management along with his extensive insights, the Company nominates
him as a candidate for Director again.

-5-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Nov. 2017

4

Osamu Goto
(August 12, 1962)
Re-election

5

Kenji Shimizu(August 10, 1963)
New election

Number of theCompany’s shares
ownedJoined the Company
Senior General Manager (treated as corporate
officer) and Assistant Manager of theConstruction Business
Apr. 2018
Managing Executive Officer,
General Manager of East Japan Regional
Office, and General Manager of Tokyo Branch
14,000of the Company
June 2019
Director and Managing Executive Officer of theCompany
June 2021
Director and Senior Managing Executive
Officer of the Company (incumbent)(Responsibilities) Manager of Sales, and General Manager ofHead Office[Reasons for nomination as candidate for Director]
Since joining the Company, Mr. Osamu Goto has been engaged in operating theoverall construction business as Assistant Manager of the Construction Business.
After assuming the position of Managing Executive Officer, he has executed businessof the Sales Division and the Construction Division of the region as General Managerof the East Japan Regional Office. He is currently undertaking management of theSales Division of the Company as Director and Senior Managing Executive Officer.
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. 1986
Joined the Company
June 2012
General Manager of Construction Department,
Architectural Construction Division,
Construction Company of the Company
June 2013
General Manager of Construction Department,
Construction Division, Architectural BusinessCompany, General Manager of Quality
Assurance Department, and General Manager
of Facility Department of the Company
June 2016
Executive Officer, General Manager ofConstruction Division, Architectural Business
14,100
Division, and Deputy General Manager ofRailway Technology Training Center of theCompany
June 2019
Managing Executive Officer, General Manager
of Construction Division, ArchitecturalBusiness Division, and Deputy General
Manager of Railway Technology Training
Center of the Company (incumbent)(Responsibilities) General Manager of Construction Division,Architectural Business Division, and Deputy General Manager
of Railway Technology Training Center[Reasons for nomination as candidate for Director]
Since joining the Company, Mr. Kenji Shimizu has been engaged in the oversight,
etc. of construction operations, and is fully knowledgeable about sites with hisabundant experience and achievement. Currently, he manages and controls various
construction projects including large-scale ones as General Manager of theConstruction Division, Architectural Business Division. Given his abundant
experience in the Company’s business and overall management along with his
extensive insights, the Company newly nominates him 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. 1983
June 2012
June 2015

6

Hiroki Takasaki(July 17, 1960)
New election

Shinji Ishihara(November 3, 1954)
7

Re-election
OutsideIndependent officer

Number of theCompany’s shares
ownedJoined Nagoya Railroad Co., Ltd.
Director of Nagoya Railroad Co., Ltd.
Managing Director of Nagoya Railroad Co.,Ltd.
June 2018
Senior Managing Director of Nagoya Railroad
Co., Ltd.
June 2020
Executive Vice-President, Representative
Director of Nagoya Railroad Co., Ltd.
0
June 2021
President, Representative Director, Chief
Executive Officer of Nagoya Railroad Co., Ltd.
(incumbent)
June 2021
Outside Audit & Supervisory Board Memberof the Company (incumbent)[Significant concurrent positions outside the Company]
President, Representative Director, Chief Executive Officer ofNagoya Railroad Co., Ltd.
[Reasons for nomination as candidate for Director]
Mr. Hiroki Takasaki has abundant experience and extensive insights concerning
corporate management, including serving as Executive Vice-President,
Representative Director of Nagoya Railroad Co., Ltd. and currently President,
Representative Director, Chief Executive Officer of the said company. With a view toreceiving his precise guidance and advice, the Company newly nominates him as a
candidate for Director.
Apr. 1985
Registered as an attorney at law
Apr. 1985
Joined Ishihara Law Office
Aug. 2011
Head of Ishihara Law Office (incumbent)
June 2013
Outside Director of the Company (incumbent)[Significant concurrent positions outside the Company]
6,715
Attorney at law, Head of Ishihara Law OfficeOutside Director (Member of the Audit & Supervisory
Committee) of Otake Corporation
Outside Director (Member of the Audit & Supervisory
Committee) of Juroku Financial Group, Inc.
[Reasons for nomination as candidate for Outside Director and summary ofanticipated roles]
Mr. Shinji Ishihara has professional knowledge and experience nurtured as an
attorney-at-law. With a view to receiving his precise guidance and advice from an
objective viewpoint based on his knowledge and experience and reflecting suchguidance and advice in appropriate and speedy decision-making, the Company
nominates him as a candidate for Outside Director again.
Mr. Shinji Ishihara has never in the past been involved in the management of acompany except as an outside officer. However, the Company judges he willappropriately fulfill his duties as an Outside Director based on the above reasons.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1999
Apr. 201489

Notes:

1.

2.
3.

4.

Number of theCompany’s shares
owned

Prosecutor
Professor of The Graduate School of Law at
Chukyo University
Mar. 2015
Registered as an attorney at law
Mar. 2015
Joined Chukyo Citizens Law Office
Apr. 2017
Attorney at law of Nakagawa Law &Consulting Firm (incumbent)
Apr. 2019
Professor of School of Law at Chukyo
0
University (incumbent)
June 2021
Outside Director of the Company (incumbent)
Yuka Nakagawa[Significant concurrent positions outside the Company](December 8, 1972)
Professor of School of Law at Chukyo University
Attorney at law of Nakagawa Law & Consulting Firm
Re-election
Outside Audit & supervisory Board Member of Okaya & Co.,
OutsideLtd.
Independent officer[Reasons for nomination as candidate for Outside Director and summary ofanticipated roles]
Ms. Yuka Nakagawa has professional knowledge and experience related to the fieldof law. With a view to receiving her precise guidance and advice from an objective
viewpoint based on her knowledge and experience and reflecting such guidance andadvice in appropriate and speedy decision-making, the Company nominates her as a
candidate for Outside Director again.
Ms. Yuka Nakagawa has never in the past been involved in the management of acompany except as an outside officer. However, the Company judges she willappropriately fulfill her duties as an Outside Director based on the above reasons.
Apr. 1986
Joined Bankaku Co., Ltd.
Mar. 1993
Director of Bankaku Co., Ltd.
Mar. 2006
President and Representative Director of
Bankaku Co., Ltd.
Mar. 2014
Chairman and Representative Director of0
Bankaku Co., Ltd. (incumbent)
Hideomi Ban
June 2022
Outside Director of the Company (incumbent)(May 28, 1961)[Significant concurrent positions outside the Company]
Chairman and Representative Director of Bankaku Co., Ltd.
Re-election[Reasons for nomination as candidate for Outside Director and summary of
Outsideanticipated roles]
Independent officer
Mr. Hideomi Ban has abundant experience and extensive insights concerning
corporate management, including serving as President and Representative Director of
Bankaku Co., Ltd. and currently Chairman and Representative Director of the said
company. With a view to receiving his precise guidance and advice from an objective
viewpoint as a manager and to reflecting such guidance and advice in appropriate andspeedy decision-making, the Company nominates him as a candidate for Outside
Director again.
Special interests between the candidates and the Company are as follows.
(i) Candidate Mr. Hiroki Takasaki concurrently serves as Representative Director of Nagoya Railroad Co., Ltd., and theCompany and the said company have a contractual relationship on construction work.
(ii) Candidate Mr. Shinji Ishihara concurrently serves as the Head of Ishihara Law Office, and the Company and the saidlaw office have concluded an advisory contract on legal affairs.
(iii) There is no special interest between any other candidate and the Company.
Mr. Shinji Ishihara, Ms. Yuka Nakagawa and Mr. Hideomi Ban are candidates for Outside Director.
Mr. Shinji Ishihara, Ms. Yuka Nakagawa and Mr. Hideomi Ban are currently Outside Directors of the Company, and at
the conclusion of this meeting, the tenure of Mr. Shinji Ishihara, Ms. Yuka Nakagawa and Mr. Hideomi Ban will havebeen ten (10) years, two (2) years and one (1) year, respectively.
Mr. Hiroki Takasaki is currently an Outside Audit & Supervisory Board Member of the Company, and at the conclusionof this meeting, his tenure will have been two (2) years. Mr. Takasaki will retire from office of Audit & Supervisory Board
Member at the conclusion of this meeting due to his resignation.

-8-5. The Company and Mr. Shinji Ishihara, Ms. Yuka Nakagawa and Mr. Hideomi Ban have entered into an agreement to limit
the liability for damages under Article 423, paragraph (1) of the Companies Act. The maximum amount of liability fordamages under this agreement is the amount provided for under Article 425, paragraph (1) of the Companies Act. If there-election of Mr. Shinji Ishihara, Ms. Yuka Nakagawa and Mr. Hideomi Ban is approved, the Company plans to renew
the aforementioned agreement with them.
6. The Company will enter into a directors and officers liability insurance contract provided for under Article 430-3,
paragraph (1) of the Companies Act with an insurance company to cover damages to be borne by the insured, including
Directors of the Company, in compensation for damages caused by business execution by a corporate officer. If eachcandidate for Director is elected and assumes office, they will be the insured under the said insurance contract. Furthermore,
the Company plans to renew the aforementioned contract with the same contents also at the time of next renewal.
7. The Company has submitted notification to the Tokyo Stock Exchange and the Nagoya Stock Exchange that Mr. Shinji
Ishihara, Ms. Yuka Nakagawa and Mr. Hideomi Ban have been designated as independent officers, as provided for by the
aforementioned exchanges. If the re-election of Mr. Shinji Ishihara, Ms. Yuka Nakagawa and Mr. Hideomi Ban is approved,
the Company will continue to designate them as independent officers.

-9-Proposal No. 2

Election of One (1) Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member, Yoshitaka Aichi will expire at the conclusion of thismeeting. In addition, Audit & Supervisory Board Member, Hiroki Takasaki will resign from office at the conclusionof this meeting. Therefore, the Company proposes the election of one (1) Audit & Supervisory Board Member.
The consent of the Audit & Supervisory Board has been obtained with respect to this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name

Reelection

OutsideIndependent
officer

Yoshitaka Aichi

Name(Date of birth)

Current position in the Company

Outside Audit & Supervisory Board
MemberTenure8 years

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

Attendance
Board ofDirectors’
meetings
100%(12/12)
Audit &
Supervisory
Board’smeetings
100%
(8/8)

Number of theCompany’s shares
ownedJoined Certified Public Accountant Tomio Imai Office(currently, Attax Tax Accountant Office)May 1990
Registered as a tax accountant
May 1990
Established Tax Accountant Yoshitaka Aichi Office
Mar. 2005
Director of Attax consulting Group. (incumbent)
Feb. 2006
Representative partner and COO of Attax Tax Accountant
0
Office (incumbent)
Yoshitaka Aichi(March 20, 1962)
June 2015
Outside Audit & Supervisory Board Member of theRe-election
Company (incumbent)
Outside[Significant concurrent positions outside the Company]
Independent officer
Tax accountant, Representative partner and COO of Attax Tax Accountant
Office (incumbent)[Reasons for nomination as candidate for Outside Audit & Supervisory Board Member]
Mr. Yoshitaka Aichi has professional knowledge and abundant experience concerning finance andaccounting as a tax accountant. With a view to receiving his strict audits from an objective
viewpoint as an expert, the Company nominates him as a candidate for Outside Audit &Supervisory Board Member again.
Notes: 1. There is no special interest between the candidate and the Company.
2. Mr. Yoshitaka Aichi is a candidate for Outside Audit & Supervisory Board Members.
3. Mr. Yoshitaka Aichi is currently an Outside Audit & Supervisory Board Member of the Company, and at the conclusionof this meeting, his tenure will have been eight (8) years.
4. The Company and Mr. Yoshitaka Aichi have entered into an agreement to limit the liability for damages under Article 423,
paragraph (1) of the Companies Act. The maximum amount of liability for damages under this agreement is the amountprovided for under Article 425, paragraph (1) of the Companies Act. If the re-election of Mr. Yoshitaka Aichi is approved,
the Company plans to renew the aforementioned agreement with him.
5. The Company will enter into a directors and officers liability insurance contract provided for under Article 430-3,
paragraph (1) of the Companies Act with an insurance company to cover damages to be borne by the insured, including
Audit & Supervisory Board Members of the Company, in compensation for damages caused by business execution by acorporate officer. If the candidate for Audit & Supervisory Board Member is elected and assumes office, he will be theinsured in the said insurance contract. Furthermore, the Company plans to renew the aforementioned contract with thesame contents also at the time of next renewal.
6. The Company has submitted notification to the Tokyo Stock Exchange and the Nagoya Stock Exchange that Mr. Yoshitaka
Aichi has been designated as an independent officer as provided for by the aforementioned exchanges. If the re-electionof Mr. Yoshitaka Aichi is approved, the Company will continue to designate him as an independent officer.

- 10 -

(Reference) If Proposal Nos. 1 and 2 are approved and adopted, the composition of the Board of Directors and Audit&Supervisory Board will be as follows:

Name

President andRepresentative
Director
Vice President andRepresentative
Director
Vice President andRepresentative
Director
Director and Senior
Managing
Executive Officer
Director and Senior
Managing
Executive Officer

Mitsuhiro
Takayanagi
Shuji
Nawa
TakashiYamashita
Osamu
Goto
Kenji
Shimizu
HirokiTakasaki
ShinjiIshihara
Yuka
Nakagawa
HideomiBan

Position in the
Company

Director
OutsideIndependent
officer
OutsideIndependent
officer
OutsideIndependent
officer

Anticipated roles and expertise for Director and Audit & Supervisory Board
MemberCorporate
management

Sales andreal estatedevelopment

Technology
and IT

✓

✓

✓

✓

✓

✓

✓

✓

✓
✓

✓

Personnel
and labor
relations

Complianceand riskmanagement

Finance andaccounting

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Outside Director

✓

✓

✓

Outside Director

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Outside Director✓✓

Full-Time Audit &Supervisory Board
MemberFull-Time Audit &Masafumi
Supervisory Board
Igaki
MemberOutside Audit &Outside
Yoshitaka✓
Independent Supervisory Board
Aichi
Memberofficer
Outside Audit &OutsideYuzo✓
Independent Supervisory Board
OkamotoMemberofficer
Up to four (4) major skills, etc. possessed by each person are marked with a check mark “✓.”Junichi
Kurimoto- 11 -