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.

June 2, 2023
(Commencement Date of Electronic Provision Measures: May 29, 2023)

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

Notice of the 59th Ordinary General Meeting of Shareholders
You are cordially notified that the 59th 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 59th
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 19, 2023. 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 19, 2023. 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 20, 2023 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(Please be advised that this year’s venue is different from that of last year)

3. Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 59th fiscal year (April 1, 2022 to March 31, 2023) 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 59th fiscalyear (April 1, 2022 to March 31, 2023)
Matters for resolution:
Election of Nine (9) Directors
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 Nine (9) Directors

The terms of office of all eight (8) Directors will expire at the conclusion of this General Meeting ofShareholders. Accordingly, we propose the election of nine (9) Directors (including four (4) ExternalDirectors) to ensure the continuation of the management structure and to strengthen the organization.
The candidates for Director are as follows:
CandidateNo.

Name

Current position andresponsibilities at the Company1

Osamu Takahashi

Representative Director
and Chairman
Representative Director
and President
General Manager,
Administration Division
Managing Director
General Manager,
Sales Division
Managing Director
General Manager,
Technology Division
Executive Officer
General Manager,
Manufacturing Division

Attributes

Reappointment

2

Ryo Shimmura

3.

Arata Hamano

4

Kenji Sugai

5.

Masaki Mizoguchi

6.

Mikio Kinose

Director

Reappointment

External Independent

7.

Syuji Inooka

Director

Reappointment

External Independent

8

Hideki Nishida

Director

Reappointment

External Independent

9

Junko Takahashi

Director

Reappointment

External Independent

Reappointment

Reappointment

Reappointment

New appointment

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

-2-CandidateNo. 1(Name)
Osamu Takahashi
Date of birthJune 24, 1962
Number of Company shares held
2,011,240
Term of office
25 years
Attendance at Board of Directors meetings

Reappointment

13 times out of 13 meetings
Brief personal history, position in the Company, and significant concurrent positions
April 1985
Joined Fujitsu Limited
January 1988
Joined the Company
April 1995
Section Manager, Corporate Planning Office
April 1998
Assistant General Manager, Manufacturing Department and AssistantGeneral Manager, Corporate Planning Office
June 1998
Director and General Manager, Corporate Planning OfficeSenior Managing Director and General Manager, Sales Division No.
April 20021March 2004
Representative Director and President of Kenpan Co., Ltd.
June 2004
Representative Director and President, in charge of Administration
Division of the Company
June 2008
Representative Director and President
October 2012
Representative Director and President of NAGAWA (THAILAND)
CO., LTD.
April 2014
Director of NAGAWA (THAILAND) CO., LTD.
Representative Director and President, and General Manager,
April 2016
Administration Division of the Company
February 2018 Director of NAGAWA OY CONSTRUCTION Co., Ltd.
April 2018
Representative Director and President of the Company
April 2023
Representative Director and Chairman (current position)[Reasons for nomination as a candidate for Director]
Since assuming the office of Representative Director and President in June 2004, Mr. Osamu Takahashi has taken
the lead in the management of the entire Group, appropriately performed his duties, steadily achieved results, andadequately fulfilled his responsibilities. The Company has nominated him once again as a candidate for Director, as
it has determined that he can be expected to contribute to the growth and development of the Group going forward
as a chief executive (Representative Director).

-3-CandidateNo. 2(Name)
Ryo Shimmura

Reappointment

Date of birth
April 4, 1975
Number of Company shares held
1,000
Term of office
8 years
Attendance at Board of Directors meetings
13 times out of 13 meetings
Brief personal history, position in the Company, and significant concurrent
positions
April 1998
Joined the Company
April 2009

Section Manager, Corporate Planning Office

April 2011

Section Manager, Corporate Planning Office and Overseas
Preparatory Office
General Manager, Corporate Planning Office and Overseas
Business Promotion OfficeDirector and General Manager, Corporate Planning Office andOverseas Business Promotion OfficeDirector of NAGAWA OY CONSTRUCTION Co., Ltd.

April 2014
June 2015
March 2018
April 2018

Managing Director and General Manager, Administration
Division, Corporate Planning Office, and Overseas BusinessPromotion Office of the Company
April 2019
Managing Director and General Manager, Administration
Division, Corporate Planning Office, and Accounting Department
January 2021
Managing Director and General Manager, Administration
Division, Corporate Planning Office, Accounting Department, andOverseas Business Promotion Office; in charge of System
Development Office
April 2022
Senior Managing Director and General Manager, Administration
Division, Corporate Planning Office, and Accounting Department;in charge of System Development Office and Safety and Crisis
Management Office
April 2023
Representative Director and President, and General Manager,
Administration Division (current position)[Reasons for nomination as a candidate for Director]
Mr. Ryo Shimmura has abundant experience mainly in the overseas business, corporate planning, andmarketing fields, in addition to having engaged in the daily business of the sales field within the Group. As
General Manager of the Corporate Planning Office, he has a track record of having formulated strategies forboth domestic and overseas businesses, improved the profitability of overseas businesses in general, andcreated new demand overseas. He served as General Manager of the Administration Division and a Managing
Director from April 2018, and as a Senior Managing Director from April 2022, and contributed to thestrengthening and promotion of further improvement of corporate value of the Group. As a result, he wasappointed Representative Director and President in April 2023. The Company has nominated him once again asa candidate for Director, as it has determined that he is a talent that is capable of driving the growth anddevelopment of the Group going forward.

-4-Candidate
No. 3(Name)
Arata Hamano
Date of birthAugust 21, 1974
Number of Company shares held1,200Term of office
4 years
Attendance at Board of Directors meetings

Reappointment

13 times out of 13 meetings
Brief personal history, position in the Company, and significant concurrent
positions
Joined Nagawa Kenpan Co., Ltd. (dissolved upon merger byApril 1995
absorption by the Company)
April 2007
Joined the Company
April 2011
General Manager, Nagoya Sales Office
April 2013
General Manager, Sapporo Sales Office
April 2017
Assistant General Manager, Sales Division
April 2019
General Manager, Corporate Planning Office and Overseas
Business Promotion Office
June 2019
Director and General Manager, Corporate Planning Office andOverseas Business Promotion Office
January 2021
Director and General Manager, Sales Division
Managing Director and General Manager, Sales Division (currentApril 2023
position)[Reasons for nomination as a candidate for Director]
Since joining the Company 28 years ago, Mr. Arata Hamano has been in charge of operations in the sales field,
accumulating abundant experience and wide-ranging insight. Since 2017, he has been steadily achieving resultsby formulating and driving forward sales strategies at the Sales Division. In addition to the sales field, he has
also been engaged in corporate planning and overseas business promotion. In January 2021, he became theGeneral Manager of the Sales Division and in April 2023, he assumed the office of Managing Director. The
Company has nominated him once again as a candidate for Director, as it has determined that he can be
expected to contribute to the growth and development of the Group going forward.

-5-Candidate
No. 4(Name)
Kenji Sugai
Date of birth
March 27, 1965
Number of Company shares held
741,000
Term of office
18 years
Attendance at Board of Directors meetings

Reappointment

13 times out of 13 meetings
Brief personal history, position in the Company, and significant concurrent positionsApril 1987
Joined NOK Corporation
April 1993
Joined the Company
April 2003
General Manager, Saitama Sales Office
April 2005
General Manager, Corporate Planning Office
June 2005
Director and General Manager, Corporate Planning Office
June 2006
Director and General Manager, Accounting Department
June 2011
Managing Director and General Manager, Accounting Department
October 2012Managing Director and General Manager, Corporate Planning
Office and Overseas Preparatory Office
April 2014
Managing Director, in charge of Corporate Planning Office
April 2015
Managing Director
Executive Vice President of NAGAWA DO BRASIL INDUSTRIADE CONSTRUCOES MODULARES LTDA.
April 2017Managing Director and General Manager, Manufacturing
Technology Division of the CompanyManaging Director and General Manager, Technology Division
April 2023
(current position)[Reasons for nomination as a candidate for Director]
Mr. Kenji Sugai appropriately performed his duties, steadily achieved results, and adequately fulfilled his
responsibilities in the sales, corporate planning, accounting, and systems divisions within the Group, as well as at
the overseas Group companies, and from April 2023, he has been serving as the General Manager of theTechnology Division. The Company has nominated him once again as a candidate for Director, as it has determinedthat he can be expected to contribute to the growth and development of the Group going forward as a Director.

-6-Candidate
No. 5(Name)
Masaki Mizoguchi
Date of birth
September 1, 1972
Number of Company shares held
2,000
Term of officeAttendance at Board of Directors meetings

New appointment

Brief personal history, position in the Company, and significant concurrent positions
April 1996
Joined the Company
April 2003
General Manager, Toyama Sales Office
April 2006
General Manager, Kanazawa Sales Office
April 2008
General Manager, Nagoya Sales Office
April 2011
Block Head, Chubu BlockApril 2013
President of NAKAGAWA (THAILAND) CO., LTD.
April 2017
Block Head, Kanto No. 1 Block of the Company
April 2019
Executive Officer and General Manager, Sales Division
April 2022
Executive Officer and Deputy General Manager, Manufacturing
Technology Division
Executive Officer and General Manager, Manufacturing Division
April 2023
(current position)[Reasons for nomination as a candidate for Director]
Since joining the Company 26 years ago, Mr. Masaki Mizoguchi has been in charge of operations in the sales field,
accumulating abundant experience and wide-ranging insight. Since 2022, he has been steadily achieving results byformulating and driving forward manufacturing strategies at the Manufacturing Technology Division. The
Company has nominated him as a new candidate for Director, as it has determined that he is a talent that is capableof further improving the corporate value of the Group going forward as the General Manager of the Manufacturing
Division, a position which he assumed in April 2023.

-7-Candidate
No. 6(Name)

Mikio Kinose
Reappointment
External
Independent
Date of birth
December 18, 1960
Number of Company shares held0
Term of office
8 years
Attendance at Board of Directors meetings
13 times out of 13 meetings
Brief personal history, position in the Company, and significant concurrent positions
May 1995
Joined Daini Tokyo Bar Association
Joined Suzuki and Wada Law Office
April 2001
Established Suzuki, Wada & Kinose Law Office
December 2010
Representative Attorney of Suzuki Law Office
April 2015
Director, Kanto Federation of Bar Associations
June 2015
External Director of the Company (current position)
Representative Attorney of Mikio Kinose Law Offices (currentFebruary 2020position)[Reasons for nomination as a candidate for External Director and expected role]
Although Mr. Mikio Kinose has not directly been involved in corporate management other than as an outsideofficer, he has adequately fulfilled his responsibilities since he assumed office as an External Director of theCompany in June 2015. Given that he is well-versed in corporate legal affairs as an attorney and possesses insight
sufficient for governing corporate management, the Company has determined that he is capable of appropriately
carrying out his duties as an External Director. The Company has nominated him once again as a candidate forExternal Director, as it has determined that he can be expected to contribute to the growth and development of theGroup going forward.

-8-CandidateNo. 7(Name)

Syuji Inooka
Reappointment
External
Independent
Date of birth
December 9, 1949
Number of Company shares held500
Term of office
5 years
Attendance at Board of Directors meetings
13 times out of 13 meetings
Brief personal history, position in the Company, and significant concurrent positions
April 1972
Joined Yokogawa Bridge Works Ltd. (current Yokogawa Bridge
Holdings Corp.)
April 2002
Director of Yokogawa System Buildings Corp.
Representative Director and President of Yokogawa System
June 2008
Buildings Corp.
June 2016
Advisor of Yokogawa System Buildings Corp.
September 2017Retired from the office of Advisor of Yokogawa System Buildings
Corp.
June 2018
External Director of the Company (current position)[Reasons for nomination as a candidate for External Director and expected role]
Mr. Syuji Inooka has adequately fulfilled his responsibilities as External Director since he assumed office in June
2018. Given that he is well-versed in system construction and possesses insight sufficient for governing corporate
management, the Company has nominated him once again as a candidate for External Director, as it has determinedthat he can be expected to contribute to the growth and development of the Group going forward.

-9-Candidate
No. 8(Name)
Hideki Nishida
Reappointment
Date of birth
April 3, 1956
Number of Company shares held0
Term of office
4 years
Attendance at Board of Directors meetings

External

Independent

13 times out of 13 meetings
Brief personal history, position in the Company, and significant concurrent positions
March 1987
Joined EIKO Accounting Corporation (current Ernst & Young
ShinNihon LLC)
March 1990
Registered as a Certified Public Accountant
Partner of ShinNihon & Co. (current Ernst & Young ShinNihon
May 2005
LLC)
June 2017Retired from ShinNihon & Co. (current Ernst & Young
ShinNihon LLC)
July 2017
Representative of Nishida Certified Public Accountant Office(current position)
June 2019
External Director of the Company (current position)[Reasons for nomination as a candidate for External Director and expected role]
Although Mr. Hideki Nishida has not directly been involved in corporate management other than as an outside
officer, he possesses a high level of experience and insight in accounting and finance, having served at the current
Ernst & Young ShinNihon LLC for 30 years. He is also capable of appropriately carrying out duties to further
strengthen the Group’s corporate governance and further improve corporate value and the transparency ofmanagement. The Company has nominated him once again as a candidate for External Director, as it hasdetermined that he can be expected to contribute to the growth and development of the Group going forward.

- 10 -

Candidate
No. 9(Name)

Junko Takahashi
Reappointment
External
Independent
Date of birth
March 22, 1956
Number of Company shares held0
Term of office
3 years
Attendance at Board of Directors meetings
13 times out of 13 meetings
Brief personal history, position in the Company, and significant concurrent positions
April 1974
Joined the Tokyo Regional Taxation Bureau
July 2010
Deputy District Director, Meguro Tax Office
July 2012
Senior Internal Inspector, Tokyo Regional Taxation Bureau,
National Tax Agency
July 2015
District Director, Koto Nishi Tax Office
December 2017 Representative, Junko Takahashi Tax Accountant Office (currentposition)
June 2020
External Director of the Company (current position)[Reasons for nomination as a candidate for External Director and expected role]
Although Ms. Junko Takahashi has not directly been involved in corporate management other than as an outsideofficer, she possesses a high level of knowledge of tax affairs and accounting as a certified tax accountant. She isalso capable of appropriately carrying out duties to further improve corporate value and the transparency ofmanagement. The Company has nominated her once again as a candidate for External Director, as it has determinedthat she can be expected to contribute to the growth and development of the Group going forward.
(Notes)1. There is no special interest between each candidate and the Company.
2. Messrs. Mikio Kinose, Syuji Inooka, Hideki Nishida, and Ms. Junko Takahashi are candidates for ExternalDirector. The Company has designated them as independent officers and has submitted notification to such effect.
If their re-election is approved, the Company intends to continue their designation as independent officers.

- 11 -

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 fiscalyear 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¥943,422,420

Effective date of dividends of surplus

June 21, 2023

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: ¥2,000,000,000
Item and amount of decreased surplus

Retained earnings carried forward:¥2,000,000,000* 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 59th fiscal year is 30.7%.

- 12 -

Proposal No. 3:

Payment of Bonuses to Officers

In regard to the eight (8) Directors (of whom four (4) 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 Company
proposes to pay a total amount of bonuses to Officers of ¥69,750,000 (¥61,400,000 for Directors,¥8,350,000 for Corporate Auditors). This proposal has been decided by the Board of Directors following
deliberation by the Nomination and Remuneration Committee, while comprehensively taking into accountthe business results of the fiscal year under review, the Officer remuneration system and the levels ofremuneration, the current number of Officers, etc. Furthermore, the amount for each Director and each
Corporate Auditor will be entrusted to the discussions by the Board of Directors for Directors, and thediscussions among the Corporate Auditors for Corporate Auditors.
Payment of Bonuses to Officers¥69,750,000

For the eight (8) Directors (of whom four (4) are External Directors)¥61,400,000

For the three (3) Corporate Auditors (of whom two (2) are External Auditors)¥8,350,000- 13 -