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: 5852
(Mailing date) June 10, 2024
(Start date of electronic provision) June 7, 2024
To our shareholders:
Shinichi Takahashi, President, COO
Ahresty Corporation[Head Office and Headquarters]
1-2 Nakabara, Mitsuya-cho, Toyohashi-shi, Aichi[Tokyo Head Office]2-46-1 Honcho, Nakano-ku, TokyoNOTICE OF THE 103rd GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 103rd General Meeting of Shareholders of Ahresty Corporation (the “Company”),
which will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken 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 has posted the information
on each of the following websites. Please access either of the websites to view the information.
The Company’s website:
https://www.ahresty.co.jp/ir/shareholders_meeting/ (in Japanese)
Website with information for the general meeting of shareholders:
https://d.sokai.jp/5852/teiji/ (in Japanese)
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “Ahresty” in “Issue name (company name)”or the Company’s securities code “5852” in “Code,” and click “Search.” Then, click “Basic information” and select“Documents for public inspection/PR information” to check the information. Under “Filed information available forpublic inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /Informational
Materials for a General Shareholders Meeting].”)Please note that instead of attending the meeting on the specified date, you can exercise your voting rights online orin writing (by postal mail). Please review the “Reference Documents for the General Meeting of Shareholders”
provided towards the end of this document and cast your vote upon by 5:45 p.m. on Thursday, June 27, 2024.
[If you choose to exercise your voting rights online]
Please access the website (https://evote.tr.mufg.jp/) (in Japanese) designated by the Company for exercising yourvoting rights and use the “Voting Code” and “Password” provided on the voting form that is sent to you with thisnotice. Please follow the instructions on the screen and enter your approval or disapproval for each proposal by the
specified deadline.
[If you choose to exercise your voting rights in writing (by postal mail)]
Please indicate your approval or disapproval for each proposal on the voting form and return it to us so that it arrivesby the specified deadline.

-1-1. Date and Time: Friday, June 28, 2024 at 10:00 a.m. (Japan Standard Time)
2. Venue:
Harmony Square, 3rd floor, Harmony Hall
1-32-2 Honcho, Nakano-ku, Tokyo
3. Purpose of the Meeting
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 103rd fiscal year (from April 1, 2023 toMarch 31, 2024) and Reports of Audit on the Consolidated Financial Statements by the Accounting Auditor
and the Audit and Supervisory Committee
2. Non-Consolidated Financial Statements for the 103rd fiscal year (from April 1, 2023 to March 31, 2024)
Matters to be resolved:
Proposal
Election of Five (5) Directors (Excluding Directors Serving as the Audit and Supervisory
Committee Members)
4. Matters to be Decided at the Meeting
1. If you exercise your voting rights in writing (by postal mail) and do not indicate approval or disapproval fora proposal on the voting form, it will be considered as approval.
2. If you exercise your voting rights multiple times online, the last exercise of your voting rights will beconsidered as valid.
3. If you exercise your voting rights both online and in writing (by postal mail), the voting rights exercised
online will be considered as valid regardless of the date of arrival.

- We will receive questions and opinions on the Company’s website (https://www.ahresty.co.jp/en/contact/ir_contact/). We plan to post
responses to the questions and opinions we received through June 26 on the Company’s website at a later date for matters of highinterest to you. We ask for your understanding in the event that we are unable to respond to all of your questions and opinions. We
appreciate your questions and opinions we received as reference for our future operations.
- A video of a portion of the shareholders’ meeting on the day will be posted on the Company’s website at a later date.
- All the attendees are kindly requested to submit the voting form sent to you with this notice to our reception desk at the venue on the
day of meeting.
- Among the items subject to measures for electronic provision, in accordance with the provisions of laws and regulations and the
Articles of Incorporation of the Company, the following matters are not provided in the paper-based documents delivered toshareholders who have made a request for delivery of such documents. The Audit and Supervisory Committee and the Accounting
Auditor have audited the documents subject to audit, including the following matters.
(i) Business Report: “Assets and Profit/Loss for the Three Most Recent Fiscal Years,” “Main Business Activities,” “Main Sales
Offices and Factories,” “Employee Situation,” “Principal Lenders,” “Other Important Matters Concerning the Current Status of the
Corporate Group,” “Status of Shares,” “Status of Stock Acquisition Rights, etc.,” “Matters Related to Outside Officers Among the
Status of Company Officers Including Summary of Contents of Liability Limitation Contracts and Summary of Contents of Officer
and Director Liability Insurance Contracts,” “Status of Accounting Auditor,” “System to Ensure Appropriateness of Operations andOverview of Operation of the System,” “Policy for Determining Dividends of Retained Earnings,” “Basic Policy on Company
Control” (ii) Consolidated Financial Statements: “Consolidated Statements of Changes in Net Assets,” “Notes to the Consolidated
Financial Statements” (iii) Non-Consolidated Financial Statements: “Non-Consolidated Balance Sheet,” “Non-Consolidated
Statement of Income,” “Statements of Changes in Net Assets,” “Notes to the Non-Consolidated Financial Statements” (iv) Audit
Reports: “Audit Report on Consolidated Financial Statements” and “Audit Report on Non-Consolidated Financial Statements”- 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 the aforementioned websites.

-2-Reference Documents for the General Meeting of Shareholders
Proposal

Election of Five (5) Directors (Excluding Directors Serving as the Audit and Supervisory Committee
Members)

The term of office of all four (4) Directors (excluding Directors serving as the Audit and Supervisory Committee
Members) will expire at the conclusion of this General Meeting of Shareholders. Accordingly, we request the electionof five (5) Directors (excluding Directors serving as the Audit and Supervisory Committee Members), increasing thenumber of Directors by one to enhance the corporate governance system. In addition, the candidates for election as
Directors (excluding Directors serving as the Audit and Supervisory Committee Members) are determined on thebasis of the report of the Nomination and Compensation Committee, in which the majority of members are composedof outside Directors with a chairperson served by an outside Director. The Audit and Supervisory Committee judges
all candidates to be appropriate in consideration of the high level of expertise and extensive experience each possess,and capability to contribute to the improvement of the corporate value of the Company in the medium to long term.
[Ahresty Corporation Independent Director Election Standards]
In addition to the standards stipulated in the Companies Act and by the Tokyo Stock Exchange, the election will beheld in accordance with the “Independent Director Election Standards” (established in October 2015) related toindependence from the Company for electing outside Directors, and efforts will be made to eliminate the risk of
conflict of interest with general shareholders.
[Broad Overview of Independent Director Election Standards]
1. The candidate should not be currently serving or in the past ten years served as an Executive Director of the
Ahresty group.
2. The candidate should not be currently serving or in the past five years served as a Director, Statutory Auditor,
Executive Officer or any other position in a major shareholder, etc. of the Company.
3. The candidate should not be a person who executes business or an employee serving any other role at any major
customer/supplier of the Ahresty Group. Major customer/supplier refers to a buyer whose trade amount accounts
for 2% or more of consolidated sales of the Ahresty Group or a supplier whose trade amount with the Ahresty
Group accounts for 2% or more of consolidated sales of the customer/supplier in the past three fiscal years.
4. The candidate should not be a Director or any other officer, or an employee of a non-profit organization, etc.,
receiving donations of a certain amount or above from the Ahresty Group. A certain amount refers to ¥10 million
or an amount that is 2% or more of the total revenue of the organization, on average over the past three fiscal
years.
5. The candidate should not be an attorney at law, a certified public accountant or licensed tax accountant, or any
other consultant who has received money or other economic benefits of at least a certain amount other thanofficer remuneration from the Ahresty Group, in the past three fiscal years. A certain amount refers to ¥10 million
or more annually, on average over the past three years.
6. The candidate should not be a spouse or relative, etc., within the second degree of kinship of a person who falls
under the following.
(1) Currently serving or in the past five years served as a Director, Statutory Auditor, or a significant employeeof the Company(2) Currently serving or in the past five years served as a Director of subsidiaries of the Company(3) Persons for which assuming office is restricted as provided in 2 to 5 above.

-3-

The candidates for election as Directors (excluding Directors serving as the Audit and Supervisory Committee
Members) are as follows:
Candidate
No.

Name

1

Arata Takahashi

2

Shinichi Takahashi

3

Naoyuki Kaneta

4

Hideki Nariya

5

Takamitsu Sakamaki

Current position/areas of responsibility in the Company
Representative Director, Chairman, CEO
Nomination and Compensation Committee Member
Representative Director, President, COO,
Chief of Manufacturing Command
Representative Director, Senior Managing Executive Officer,
Chief of Quality Assurance Command
Chief of Sales Command
Director, Managing Executive Officer, Chief of General
Administrative Command

Reelection
Reelection
Reelection
Reelection
New election-4-

Candidate
No.

Name
(Date of birth)

Career summary, positions and areas of responsibility(significant concurrent positions outside the Company)
Apr. 1979
Oct. 1986

Arata Takahashi(November 2, 1955)
1

2

Reelection

June 1987
May 1994
June 1995
June 1997
Oct. 1997
June 2001
July 2001
June 2003
June 2005
Mar. 2023

Joined Ahresty Corporation
Director, Fuso Light Alloys of America
Corporation (present Ahresty Wilmington
Corporation)
Director, Ahresty Corporation
Chairman, Ahresty Wilmington Corporation
Senior Executive Director, Ahresty Corporation
Vice President, Ahresty Corporation
President, Ahresty Corporation
Director, Kyoto Die Casting Co., Ltd.
Executive Officer, Ahresty Corporation
Senior Executive Officer, Ahresty Corporation
CEO, Ahresty Corporation
Representative Director, Chairman, Ahresty
Corporation (current position)
CEO, Ahresty Corporation (current position)

Number of theCompany’s shares
held

1,097,809(Reason for nomination as candidate for Director)
Mr. Arata Takahashi has long-standing achievements in leading the entire Group as Group’s management and abundant
knowledge in the overall business. In consideration of the above, it was judged that he is appropriate for Director.
Apr. 2005
Joined Hitachi, Ltd.
Apr. 2009
Joined Ahresty Corporation
Jan. 2011
Director, Ahresty Wilmington Corporation
Apr. 2014
General Manager, IT System Dept., Ahresty
Corporation
June 2016
Executive Officer, Ahresty Corporation
June 2017Managing Executive Officer, Ahresty
Shinichi Takahashi
Corporation(October 21, 1980)
99,945
Chief, General Administrative Command,
Ahresty Corporation
Reelection
Director, Ahresty Corporation
June 2019
Senior Managing Executive Officer, Ahresty
Corporation
Representative Director, Ahresty Corporation
Mar. 2023
President, Ahresty Corporation (current
position)
COO, Ahresty Corporation (current position)(Reason for nomination as candidate for Director)
Mr. Shinichi Takahashi has proven achievements in controlling the general administrative division of the Group as
Chief of General Administrative Command of the Company as well as past experience in management as Director of an
overseas subsidiary and Executive Officer and proven achievements and knowledge as Representative Director,
President of the Company. In consideration of the above, it was judged that he is appropriate for Director.

-5-Candidate
No.

Name
(Date of birth)

Career summary, positions and areas of responsibility(significant concurrent positions outside the Company)
Apr. 1983
June 2006
Mar. 2007

Naoyuki Kaneta(April 26, 1964)
3

Reelection

May 2008
Apr. 2011
June 2015
June 2019
Mar. 2023

4

Joined Ahresty Corporation
General Manager, Western Japan Die Casting
Sales Dept., Ahresty Corporation
Executive Officer, Ahresty Corporation
Deputy Chief, Sales Command; General
Manager, Die Casting Sales Dept., Ahresty
Corporation
Chief, Sales Command, Ahresty Corporation
Managing Executive Officer, Ahresty
Corporation
Director, Ahresty Corporation
Senior Managing Executive Officer, Ahresty
Corporation (current position)
Representative Director, Ahresty Corporation(current position)
Chief, Quality Assurance Command, Ahresty
Corporation (current position)

Number of theCompany’s shares
held

95,684(Reason for nomination as candidate for Director)
Mr. Naoyuki Kaneta has proven achievements in controlling the sales division of the Group as Chief of Sales Commandof the Company as well as abundant experience in sales in the past and proven achievements as Chief of Quality
Assurance Command. In consideration of the above, it was judged that he is appropriate for Director.
Apr. 1986
Joined Sanwa Bank (present MUFG Bank)
June 2015
Joined Ahresty Corporation
June 2017
General Manager, Management Planning
Department, Ahresty Corporation
Hideki Nariya(November 4, 1963)
June 2019
Executive Officer, Ahresty Corporation
20,173Apr. 2022
Chief, General Administrative Command,
Reelection
Ahresty Corporation (current position)
Apr. 2023
Managing Executive Officer, Ahresty
Corporation (current position)
June 2023
Director, Ahresty Corporation (current position)(Reason for nomination as candidate for Director)
Mr. Hideki Nariya has proven achievements in controlling the general administrative division of the Group as Chief ofGeneral Administrative Command of the Company as well as past experience in management and knowledge as
Executive Officer and Director. In consideration of the above, it was judged that he is appropriate for Director.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, positions and areas of responsibility(significant concurrent positions outside the Company)
Apr. 1980

5(Notes) 1.
2.

3.

4.

5.
6.

7.

8.

Number of theCompany’s shares
held

Joined Nissan Diesel Motor Co., Ltd. (present
UD Trucks Corporation)
Apr. 2005
General Manager, Inspection Department,
Nissan Diesel Motor Co., Ltd.
Apr. 2006
General Manager, Plant Quality Assurance
Department, Nissan Diesel Motor Co., Ltd.
Apr. 2008
General Manager in charge of Volvo Powertrain
Takamitsu Sakamaki
Japan Production PT Technology, Nissan Diesel(August 14, 1955)
Motor Co., Ltd.
Jan. 2011
Managing Executive Officer, Volvo Powertrain–
New election
Operations Japan, UD Trucks Corporation
Candidate for outside Director
July 2012Managing Executive Officer, GTO Powertrain
Candidate for Independent
Production Japan, UD Trucks Corporation
Officer
July 2016
Senior Managing Executive Officer in charge of
Production, UD Trucks Corporation
Oct. 2018
President and Senior Managing Executive
Officer in charge of Production, UD Trucks
Corporation
Apr. 2022
Advisor, UD Trucks Corporation (retired in
March 2023)(Reason for nomination as candidate for Director and summary of expected roles)
Mr. Takamitsu Sakamaki has proven achievements in automotive quality assurance and powertrain technology as well
as extensive experience and knowledge as a manager of an automotive-related company. The Company expects him toleverage such knowledge to provide advice, etc. from an objective, rational and analytical viewpoint on matters related
to manufacturing with a focus on quality and cost awareness, and therefore has determined that he is eligible as an
outside Director.
There are no conflicts of interest between each candidate and the Company.
If the reelection of Arata Takahashi is approved, the Company intends to appoint him to the position of Chairman and
Director with the responsibility of Chairman and Executive Officer on June 28, 2024. (The Company intends to formallydecide the position of Chairman and Director at the Board of Directors meeting to be held directly after this meeting.)
If the reelection of Shinichi Takahashi is approved, the Company intends to appoint him to the position of Representative
Director, President with the responsibility of CEO, and also appoint him as a Nomination and Compensation Committee
Member on June 28, 2024. (The Company intends to formally decide the position of Representative Director, President
and his membership on the Nomination and Compensation Committee at the Board of Directors meeting to be held directly
after this meeting.)
UD Trucks Corporation, at which Takamitsu Sakamaki served as President until March 2022 and as Advisor from April
2022 to March 2023, and Isuzu Motors Limited, the parent company of UD Trucks Corporation, are business partners of
the Company, but the total amount of transactions accounts for less than 0.4% of consolidated sales of the Company.
However, the total amount of transactions accounts for less than 0.4% of the Company’s consolidated sales, and theCompany has judged such an amount to be insignificant in regards to any special interest.
Takamitsu Sakamaki is a candidate for outside Director.
Takamitsu Sakamaki satisfies the requirements for an independent officer as provided for by the Tokyo Stock Exchange,
and the Company plans to submit notification to the aforementioned exchange concerning his appointment as anindependent officer.
If the election of Takamitsu Sakamaki is approved, the Company plans to enter into an agreement with him pursuant to
the provisions of Article 427, paragraph 1 of the Companies Act to limit their liability for damages under Article 423,
paragraph 1 of the same Act. The maximum amount of liability for damages under these agreements is ¥4 million or theminimum liability amount provided for under Article 425, paragraph 1 of the Companies Act, whichever is higher.
The Company has concluded a directors and officers liability insurance policy with all Directors as insured persons. In theevent this proposal is approved as proposed and each candidate assumes the position of Director, each candidate shallbecome an insured person under the insurance policy. The insurance policy covers damages that may arise from theinsured’s assumption of liability incurred in the course of the performance of duties as an officer or a person at a certain
position, or upon receipt of claims pertaining to the pursuit of such liability. However, there are certain exemptions,
including the case where damage caused by an act that is committed in recognition of a violation of laws and regulations
may not be compensated. The entire premium is borne by the Company. The policy is scheduled for renewal with the samecontents at the next renewal.

-7-Reference
Skill Matrix of Directors
In the event that Proposal is approved, the skill matrix of Directors is as follows.
Current
position
Chairman and
Director

Name

Areas ofFullresponsibility/
timeexpertise

Arata
Takahashi〇

Representative
ShinichiDirector,
Takahashi
President〇

Representative Naoyuki
Director
Kaneta〇Hideki Nariya〇

Director

Director,
Audit andSupervisory
Committee
MemberTakamitsu
SakamakiKazuyuki Sakai
Shuhei
Shiozawa
Akiyoshi Mori
Kimiko Terai
Toshihiro
Matsuba

Chairman andExecutive
OfficerCEO
Chief of
Manufacturing
Command
Chief of Sales
Command
Chief of
Quality
Assurance
Command
Chief of
GeneralAdministrative
CommandBusiness
Executive〇

Manufacturing/
Finance/
GlobalHuman
Quality/
Sales/ Accounting/ Legal/Risk(international Resources/
Technology Marketing
Capitalmanagement
experience)
ESG
development
policy
●

●

〇

●

●

●

●

●

●

●

●

●

●

〇

●

●

●

●

〇

●

●

●

〇

●

●

●
●

Ph.D. in
Economics
Lawyer
Ph.D. in
Economics
Business
Executive

●

●
●

●
●
●

●

●
●

Required knowledge, experience and ability
Expectation
Manufacturing/Quality/Technology
Respond to the rapid progress of electrification / Contribute to world-class manufacturing
development
Sales/Marketing
Respond to overseas market expansion
Finance/Accounting/Capital policy
Strengthen Group profitability and financial base
Legal/Risk management
Enhance management to undertake appropriate risks
Global (international experience)
Perform management in response to overseas business expansion
Human Resources/ESG
Respond to sustainability management(Notes) 1. Position and the areas of responsibility/expertise described in the above table represent those to be determined at a Boardof Directors meeting to be held after Proposal is approved.
2. Cases where the skills indicated are based on direct knowledge, experience, or abilities are represented with a ●, andthose based on related knowledge, experience, or abilities are represented with a ○.

-8-