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
June 9, 2022
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 124TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially notified of the 124th Ordinary General Meeting of Shareholders of Titan Kogyo, Ltd. (the“Company”), which will be held as described below.
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 form after reviewing the “Guidance on Exercising Voting Rights” (in Japanese only) on pages 2 to 3, by nolater than 4:30 p.m. on Tuesday, June 28, 2022 (Japan Standard Time).
Meeting Details
1. Date and time:

Wednesday, June 29, 2022, 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 124th Term (from April 1, 2021 to March31, 2022), 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 124th Term (from April 1, 2021 to March 31, 2022)
Items to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Partial Amendment to the Articles of Incorporation
Proposal 3:
Election of five (5) Directors (excluding Directors who are Audit and Supervisory
Committee Members)-When attending the meeting in person, we ask that you present the enclosed voting form to the reception desk at the venue.

-Of the documents to be provided at the time of this Notice of Meeting, and Notes to Non-consolidated Financial Statements areposted on the Company’s website (http://www.titankogyo.co.jp) in accordance with laws and regulations and Article 14 of theCompany’s Articles of Incorporation. Therefore, this information is not included in the attached document of this Notice. In
preparing the audit report and the accounting auditor’s report, respectively, the consolidated Financial Statements and Financial
Statements audited by the Audit and Supervisory Committee and the Accounting Auditor include each of the documents listed in theattachment to this Notice of Convocation as well as the Notes to Consolidated Financial Statements and the Notes to NonConsolidated Financial Statements, which are posted on the Company’s website.

-Any revisions made to Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated Financial
Statements and Non-Consolidated Financial Statements will be posted to the Company’s website (http://www.titankogyo.co.jp).

-1-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¥18 per common share of the Company
Total payment: ¥53,474,994(3)Effective date of dividends of surplus
June 30, 2022

-2-Proposal 2:

Partial Amendment to the Articles of Incorporation

1.

Reasons for the proposal(1)

The Company introduced an executive officer system in 2009 for the purpose of improving management
efficiency, speeding up decision-making, and developing candidates for the next President and Directors. Now
that this system is judged to be functioning adequately, the provisions regarding Directors in Articles 12, 13,
and 23 of the current Articles of Incorporation are to be amended.

(2)

Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, theCompany proposes to make the following changes to its Articles of Incorporation in preparation for theintroduction of the system for providing informational materials for the general meeting of shareholders inelectronic format.
(i)Article 14, paragraph (1) of the Planned Amendments stipulates that information contained within thereference documents and other documents for general meetings of shareholders shall be provided byelectronic means.

(ii)

Article 14, paragraph (2) of the Planned Amendments establishes the scope of documents to be delivered
to shareholders who have requested hardcopies of documents.

(iii) The provision on internet disclosure and deemed provision of reference documents and other documents
for the general meeting of shareholders (Article 14 of the current Articles of Incorporation) will become
unnecessary and shall be deleted.
(iv) Accompanying the aforementioned establishment and deletion of provisions, Supplementary Provisions
regarding the effective date, etc. will be established.
2.
Contents of the amendment
Details of the changes are as follows.
(Underlined sections indicate the changes.)
Current Articles of Incorporation

Planned Amendments(Convocation of General Meeting)(Convocation of General Meeting)

Article 12
The Ordinary General Meeting of Shareholders of the Company

Article 12
The Ordinary General Meeting of Shareholders of the Company

shall be held in June of each year, and an Extraordinary General
Meeting of Shareholders shall be convened by the Director andshall be held in June of each year, and an Extraordinary General
Meeting of Shareholders shall be convened by the Director,President upon a resolution of the Meeting of the Board ofDirectors whenever the need arises.

President and Chief Executive Officer upon a resolution of theMeeting of the Board of Directors whenever the need arises.

(Chairman of the General Meeting)(Chairman of the General Meeting)

Article 13

Article 13

The General Meeting of Shareholders shall be chaired by theDirector and President. In the event of the Director and President

The General Meeting of Shareholders shall be chaired by theDirector, President and Chief Executive Officer. In the event ofbeing unable to act, another Director shall take their place inaccordance with the order previously determined by the Meetingthe Director, President and Chief Executive Officer being unableto act, another Director shall take their place in accordance withof the Board of Directors.

the order previously determined by the Meeting of the Board ofDirectors.

(Disclosure on Internet and Deemed Provision of Reference(Deleted)

Documents for General Meetings of Shareholders and Related
Documents)-3-Current Articles of Incorporation

Planned Amendments

Article 14
As for the convocation notice of the general meeting ofshareholders, the Company is considered to have provided theinformation to be stated or indicated in the reference documents
for the general meeting of shareholders, business reports,financial statements and consolidated financial statements to theshareholders by disclosing such information via the internet inaccordance with the Ordinance of the Ministry of Justice.
(Newly established)(Measures to Provide Information in Electronic Format, Etc.)
Article 14
1. The Company shall electronically provide informationcontained in reference documents and other documents for thegeneral meeting of shareholders in convening the general
meeting of shareholders.
2. Among information to be provided electronically, theCompany reserves the right to exclude, in whole or in part, anyor all of the information set forth by the Ordinance of theMinistry of Justice in the documents to be delivered toshareholders who have requested delivery of hardcopies ofdocuments by the record date for voting rights.

(Directors with Titles)(Directors with Titles)

Article 23

Article 23

1. The Board of Directors (excluding Directors who are Audit
1. The Board of Directors (excluding Directors who are Audit
and Supervisory Committee Members) shall, by its resolution,and Supervisory Committee Members) shall, by its resolution,
select one (1) Director and President from among its Directors.
When necessary, the Board of Directors (excluding Directors

select one (1) Director, President and Chief Executive Officer
from among its Directors. When necessary, the Board ofwho are Audit and Supervisory Committee Members) may, byits resolution, select one (1) Director and Chairman, one (1) orDirectors (excluding Directors who are Audit and Supervisory
Committee Members) may, by its resolution, select one (1)a small number of Senior Managing Directors, and Managing
Directors, each of whom shall be appointed from among theDirector and Chairman, one (1) or a small number of Director,Senior Managing Executive Officers, and Director, Managing

Directors.

Executive Officers, each of whom shall be appointed fromamong the Directors.

2. The Director and President must be the RepresentativeDirector.

2.The Director, President and Chief Executive Officer must be theRepresentative Director.

3. (Omitted)

3. (Unchanged)(Newly established)

Supplementary Provisions
1. The deletion of the current Article 14: Documents for theGeneral Meeting of Shareholders and Other Information to Be
Deemed Provided with Internet Disclosure in the Articles ofIncorporation and the establishment of the new amended
Article 14: Measures to Provide Electronically Provide
Information in the Articles of Incorporation shall take effectfrom the date of the enforcement (Enforcement Date) of theamended provisions stipulated in the Article 1 proviso of theSupplementary Provisions to the Act Partially Amending theCompanies Act (Act No. 70 of 2019).
2. Notwithstanding the provisions in the preceding paragraph, thecurrent Article 14 in the Articles of Incorporation shall haveeffect for a General Meeting of Shareholders held within six
months of the Enforcement Date.

-4-

Current Articles of Incorporation

Planned Amendments
3. These Supplementary Provisions shall be deleted on the datewhen six months have elapsed from the Date of Enforcement
or three months have elapsed from the date of the general
meeting of shareholders in the preceding paragraph, whicheveris later.

-5-

Proposal 3:

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

12

Number of theCompany’s shares
ownedJoined the Company
Executive Officer and Head of Ube
Development Center
June 2017
Director, Managing Executive Officer, General
Manager of Production Division, Head of Ube
Development Center, and Head of Ube Nishi
Plant
Yasuo InoueMarch 2018
Director and Senior Managing Executive
3,570 shares
October 8, 1960
Officer (Engineering)
June 2019
Representative Director, President and Chief
Executive Officer (current position)(Significant concurrent positions outside the Company)
Representative Director and President of TBM, Ltd. (scheduledto retire)
Executive Vice President of Shandong Suntiox Industrial Co.,Ltd.
[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
3,477 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.

-6-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
3,430 shares
March 2018
Director and Managing Executive Officer
May 21, 1961
(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. (to beappointed)[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 Company
March 2013
Deputy General Manager of GeneralAdministration Department
June 2016
Executive Officer and General Manager ofFinance and Corporate Planning Department
Yoshito Chijimatsu
June 2019
Director, Managing Executive Officer (Finance2,415 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.

-7-

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
2,223 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 Yasuo Inoue serves concurrently as Representative Director and President of TBM, Ltd., which theCompany has an equity investment in. In addition, the Company has a business relationship with TBM, Ltd. involving theconsignment of product sales and administrative operations as well as the lending of money.
2. Director candidate Yasuo Inoue serves concurrently as Executive Vice President of Shandong Suntiox Industrial Co., Ltd.,
which the Company has an equity investment in.
3. 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 of productsales and administrative operations as well as the lending of money.
4. There is no special interest between other candidates for Director and the Company.
5. 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.

-8-[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

Satoshi Oshima

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 ExecutiveOfficer
Director
Managing ExecutiveOfficer
DirectorStanding 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

●

●

●

Legal/
PersonRisk
nel/GenManageeralment
Affairs●●●●

Sales/Marketing

●

●

●

●

●

●

●

●

●

●

●

●

●

●

-9-●

InternationalExperience●