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 identification code: 4098
Date of sending by postal mail: June 6 , 2024
(Start date of measures to provide information in electronic format) May 31, 2024
To our shareholders:Yasuo Inoue
Representative Director, President andChief Executive Officer

Titan Kogyo, Ltd.
1978-25 Oaza Kogushi, Ube City, Yamaguchi Prefecture

NOTICE OF THE 126TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially notified of the 126th Ordinary General Meeting of Shareholders of Titan Kogyo, Ltd. (the“Company”), which will be held as described below.
When convening this general meeting of shareholders, the Company takes measures to provide information inelectronic format for reference documents for the general meeting of shareholders, etc. (items for measures to provide
information in electronic format), and posts this information on the websites listed below. Please access the websites
by using the internet addresses shown below to review the information.

Titan Kogyo, Ltd. website
http://www.titankogyo.co.jp/irinfo/shareholder/ (in Japanese)

Ordinary General Meeting of Shareholders website
https://d.sokai.jp/4098/teiji/ (in Japanese)

Tokyo Stock Exchange (TSE) website (Search for a listed company)
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “Titan Kogyo, Ltd.” in “Issue name(company name)” or the Company’s securities code “4098” in “Code,” and click “Search.” Then, click “Basicinformation” and select “Documents for public inspection/PR information.” Under “Filed information available forpublic inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /InformationalMaterials for a General Shareholders Meeting].”)
In lieu of attending the meeting in person, you may exercise your voting rights in writing or by using the Internet,etc., so please read the attached Reference Documents for the General Meeting of Shareholders and exercise yourvoting rights after reviewing the “Guidance on Exercising Voting Rights” (in Japanese only), by no later than 4:30
p.m. on Tuesday, June 25, 2024 (Japan Standard Time).

-1-Meeting Details
1. Date and time:

Wednesday, June 26, 2024, at 10:00 a.m. (Japan Standard Time)

2. Venue:

Head Office
1978-25 Oaza Kogushi, Ube City, Yamaguchi Prefecture

3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 126th Term (from April 1, 2023 to March31, 2024), and the results of audits of the Consolidated Financial Statements by the Accounting Auditor andthe Audit and Supervisory Committee
2. Non-Consolidated Financial Statements for the 126th Term (from April 1, 2023 to March 31, 2024)
Items to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of five (5) Directors (excluding Directors who are Audit and Supervisory
Committee Members)
Proposal 3:
Election of one (1) Director who is an Audit and Supervisory Committee Member
4. Items to be determined upon convocation of the meeting (Guidance on exercising voting rights)(1) If you exercise your voting rights in writing (postal vote), lack of approval or disapproval of a proposal on thevoting form shall be deemed as a vote of approval of the proposal.
(2) If you exercise your voting rights more than once using the Internet, etc., the last vote to be made shall bedeemed the valid execution of voting rights.
(3) If you exercise your voting rights both via the Internet, etc. and in writing (postal vote), the vote via theInternet, etc. shall be deemed the valid execution of voting rights, regardless of the timing that voting rights
were executed.
-

When attending the meeting in person, we ask that you present the enclosed voting form to the reception desk at the venue.

-Under the Act Partially Amending the Companies Act, in principle only shareholders who have accessed the aforementioned
websites to confirm the measures to provide information in electronic format and made a written request for delivery ofhardcopies of documents by the record date for voting rights are to be sent hardcopies of documents. For this general meeting ofshareholders, the Company shall deliver in uniform the hardcopies of documents listing items for measures to provide
information in electronic format regardless of whether or not a written application for delivery has been made.
Among the items for measures to provide information in electronic format, in accordance with the provisions of laws andregulations and Article 14, paragraph (2) of the Articles of Incorporation of the Company, the following items are not provided in
the paper-based documents delivered to shareholders.
(i) Business report on “the overview of the operations of systems necessary to ensure that the execution of the duties by thedirectors complies with the laws and regulations and the Articles of Incorporation.”(ii) Notes to Consolidated Financial Statements(iii) Notes to Non-Consolidated Financial Statements
Accordingly, the Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements included inthis document are part of the subject documents audited by the Accounting Auditor in preparing the Accounting Auditor’s Reportand by the Audit and Supervisory Committee in preparing its Audit Report.

-In the event of any revision arising in the items for measures to provide information in electronic format, notice to that effect andthe item before and after the revision shall be posted on each of the aforementioned websites.

-2-Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal 1:

Appropriation of Surplus

The Company recognizes that improvement of corporate value through business growth and expansion is a priorityof the highest order and believes that striving for the return of profits to its shareholders is a management priority.
The Company has given consideration to the business performance of this fiscal year and future businessdevelopment, and it proposes to pay year-end dividends for this fiscal year under review as follows:(1)

Type of dividend property
Cash

(2)

Allotment of dividend property and their aggregate amount¥10 per common share of the Company
Total payment: ¥29,673,720(3)Effective date of dividends of surplus
June 27, 2024-3-Proposal 2:

Election of five (5) Directors (excluding Directors who are Audit and Supervisory CommitteeMembers)

The terms of office of all five (5) Directors currently serving (excluding Directors who are Audit and Supervisory
Committee Members; applicable to the rest of this proposal) will expire at the conclusion of this meeting. Therefore,
the Company proposes the election of five (5) Directors.
The Audit and Supervisory Committee has judged that each candidate is qualified.
The candidates for Director are as follows:

Candidateno.

Name(Date of birth)

Career summary and position/responsibilities in the Company(Significant concurrent positions outside the Company)
April 1984
October 2014
June 2017

Yasuo Inoue
October 8, 1960
1March 2018
June 20192

Joined the Company
Executive Officer and Head of Ube
Development Center
Director, Managing Executive Officer, General
Manager of Production Division, Head of Ube
Development Center, and Head of Ube Nishi
Plant
Director and Senior Managing Executive
Officer (Engineering)
Representative Director, President and Chief
Executive Officer (current position)

Number of theCompany’s shares
owned6,579 shares[Reasons for nomination as candidate for Director]
Yasuo Inoue plays a role in the sustained improvement of the Company’s corporate value through his leadership of theCompany’s management, decisions on important matters pertaining to management, and supervision of businessexecution as Representative Director, President and Chief Executive Officer. The Company selected Mr. Inoue ascandidate for Director based on this and because he is expected to contribute further to the Company in the future.
April 1984
Joined the Company
October 2014 Executive Officer and General Manager ofSales Department
June 2016
Director, General Manager of Sales Division,and General Manager of Sales Department
June 2017
Director, Managing Executive Officer, General
Yoshitaka Nagaoka
6,323 shares
Manager of Sales Division, and General
April 13, 1961
Manager of Sales Department
March 2018
Director and Managing Executive Officer(Sales)
June 2019
Director, Senior Managing Executive Officer(Sales), and General Manager of Sales
Department (current position)[Reasons for nomination as candidate for Director]
Yoshitaka Nagaoka possesses a wealth of experience in the Company’s sales departments and exhibits leadership in theCompany’s sales departments as Director and Senior Managing Executive Officer (Sales). The Company selected Mr.
Nagaoka as candidate for Director based on this and because he is expected to contribute further to the Company in thefuture.

-4-Candidateno.

Name(Date of birth)

Career summary and position/responsibilities in the Company(Significant concurrent positions outside the Company)
April 1985
October 201534

Number of theCompany’s shares
ownedJoined the Company
Executive Officer and General Manager ofResearch and Development Department
June 2017
Director, Managing Executive Officer, andGeneral Manager of Research andDevelopment Division
Shigeru Nagaoka
5,884 shares
May 21, 1961
March 2018
Director and Managing Executive Officer(R&D and Production)
June 2019
Director and Senior Managing Executive
Officer (Engineering) (current position)(Significant concurrent positions outside the Company)
Representative Director and President of TBM, Ltd.
[Reasons for nomination as candidate for Director]
Shigeru Nagaoka possesses a wealth of experience in the Company’s R&D departments and exhibits leadership in theCompany’s R&D and production departments as Director and Senior Managing Executive Officer (Engineering). The
Company selected Mr. Nagaoka as candidate for Director based on this and because he is expected to contribute further
to the Company in the future.
April 1988
Joined the CompanyMarch 2013
Deputy General Manager of General
Administration Department
June 2016
Executive Officer and General Manager ofFinance and Corporate Planning Department
Yoshito Chijimatsu
June 2019
Director, Managing Executive Officer (Finance4,975 shares
September 22, 1965
and Corporate Planning), and General Managerof Finance and Corporate Planning Department
March 2022
Director, Managing Executive Officer(Corporate Planning, Accounting and Finance),
and General Manager of Corporate Planning
Department (current position)[Reasons for nomination as candidate for Director]
Yoshito Chijimatsu possesses a wealth of experience in the Company’s administrative departments and exhibits
leadership in the Company’s corporate planning and accounting and finance departments as Director and Managing
Executive Officer (Corporate Planning, Accounting and Finance). The Company selected Mr. Chijimatsu as candidate
for Director based on this and because he is expected to contribute further to the Company in the future.

-5-

Candidateno.

Name(Date of birth)

Career summary and position/responsibilities in the Company(Significant concurrent positions outside the Company)

Number of theCompany’s shares
ownedApril 1991
March 2015

5Notes:Joined the Company
Deputy General Manager of General
Administration Department
June 2016
General Manager of Audit Department andDeputy General Manager of General
Administration Department
March 2017
General Manager of General Administration
Department and General Manager of Audit
Department
Atsushi Nishida
4,570 shares
June 2017
Executive Officer, General Manager of General
April 8, 1968
Administration Department, and General
Manager of Audit Department
June 2019
Director, Managing Executive Officer (GeneralAdministration, Environment, Safety), General
Manager of General Administration
Department, and General Manager of Audit
Department (current position)(Significant concurrent positions outside the Company)
Director of TBM, Ltd.
[Reasons for nomination as candidate for Director]
Atsushi Nishida possesses a wealth of experience in the Company’s administrative departments and exhibits leadershipin the Company’s general administration, environment and safety, and internal audit departments as Director andManaging Executive Officer (General Administration, Environment, Safety). The Company selected Mr. Nishida as
candidate for Director based on this and because he is expected to contribute further to the Company in the future.
1. Director candidate Shigeru Nagaoka serves concurrently as Representative Director and President of TBM, Ltd., which
the Company has an equity investment in. In addition, the Company has a business relationship with TBM, Ltd. involving
the consignment of administrative operations.
2. Director candidate Atsushi Nishida serves concurrently as Director of TBM, Ltd., which the Company has an equity
investment in. In addition, the Company has a business relationship with TBM, Ltd. involving the consignment ofadministrative operations.
3. There is no special interest between other candidates for Director and the Company.
4. The Company has concluded an officer liability insurance contract with an insurance company pursuant to Article 430-3,
paragraph (1) of the Companies Act. This contract covers damages caused by insured persons, including Directors of theCompany, during the course of the execution of their duties or receiving a request for the pursuit of such responsibilities(except in cases where it falls under the grounds of indemnification stipulated in the insurance contract). If each candidate
is elected and appointed Director, he/she will become an insured person under this insurance contract. In addition, when
this insurance policy is renewed, the Company plans to renew it with the same terms.

-6-Proposal 3:

Election of one (1) Director who is an Audit and Supervisory Committee Member

Satoshi Oshima, a Director who is an Audit and Supervisory Committee Member, will resign at the conclusion ofthis meeting. Accordingly, the Company requests the appointment of one Director who is an Audit and Supervisory
Committee Member as a person elected to fill a vacancy.
In accordance with the provisions of the Company’s Articles of Incorporation, the term of office of a Director whois an Audit and Supervisory Committee Member as a person elected to fill a vacancy shall expire at the same time as
the expiration of term of office of the retired Director who is an Audit and Supervisory Committee Member.
In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
The candidate for Director who is an Audit and Supervisory Committee Member is as follows:
Name(Date of birth)

Career summary and position/responsibilities in the Company(Significant concurrent positions outside the Company)

Number of theCompany’s shares
ownedApril 1982
March 2015
June 2017

Joined the Company
General Manager of Purchasing and Logistics Department
Executive Officer and General Manager of Purchasing andLogistics Department
March 2018
Managing Executive Officer (Purchasing and Quality), andGeneral Manager of Purchasing and Logistics Department
New election
June 2018
Director, Managing Executive Officer (Purchasing and1,000 shares
Quality), and General Manager of Purchasing and Logistics
Masato Matsuzaki
Department
August 14, 1959
June 2019
Managing Executive Officer (Purchasing), and General
Manager of Purchasing and Logistics Department
March 2022
Managing Executive Officer (Purchasing and Logistics), andGeneral Manager of Purchasing and Logistics Department(current position)(Significant concurrent positions outside the Company)
Audit & Supervisory Board Member of TBM, Ltd. (to be appointed)[Reasons for nomination as candidate for Director who is an Audit and Supervisory Committee Member]
Masato Matsuzaki possesses a wealth of experience in the Company’s Purchasing and Logistics Department and also has experienceas the Company’s Director. The Company selected Mr. Matsuzaki as candidate for Director who is an Audit and Supervisory
Committee Member based on this and because he is expected to contribute to strengthening audit and oversight functions overDirectors' execution of duties.
Notes:

1. There is no special interest between Masato Matsuzaki, the candidate for Director who is an Audit and Supervisory
Committee Member, and the Company.
2. The Company has concluded an officer liability insurance contract with an insurance company pursuant to Article 430-3,
paragraph (1) of the Companies Act. This contract covers damages caused by insured persons, including Directors who
are Audit and Supervisory Committee Members of the Company, during the course of the execution of their duties or
receiving a request for the pursuit of such responsibilities (except in cases where it falls under the grounds ofindemnification stipulated in the insurance contract). If Masato Matsuzaki is elected and appointed Director who is anAudit and Supervisory Committee Member, he will become an insured person under this insurance contract. In addition,
when this insurance policy is renewed, the Company plans to renew it with the same terms.

-7-[Reference]
Skills Matrix of the Board of Directors after the conclusion of the Ordinary Meeting of Shareholders (tentative)
If the candidates listed in this Notice of the Meeting are elected as proposed, the skill matrix of the Board of Directors
will be as follows.
SkillName

Yasuo Inoue
YoshitakaNagaoka
Shigeru Nagaoka
YoshitoChijimatsu
Atsushi Nishida

Masato Matsuzaki

Akito Ota

Hisanori Sato

Fumiko Matsuno

Position

Representative Director
President and Chief
Executive Officer
Director
Senior Managing
Executive Officer
Director
Senior Managing
Executive Officer
Director
Managing Executive
OfficerDirector
Managing Executive
OfficerDirector
Standing Audit andSupervisory Committee
MemberOutside Director
Audit and Supervisory
Committee Member
Outside Director
Audit and Supervisory
Committee Member
Outside Director
Audit and Supervisory
Committee Member

Corporate
management

Finance
Account-ing●

Production

R&D●

●

●

PersonLegal/
nel/GenRiskeralManageAdminment
istration
●

●

●

●

Sales/
Marketing

●

●

●

●●

●●

●

●

●

●

●

●

●

●

-8-●

International
Experience●