Security code 6373
June 10, 2024

To Shareholders
I-197 Kumasaka-machi, Kaga City, Ishikawa

Daido Kogyo Co., Ltd.
President
Hirofumi Araya

Notice of Convocation of the 131st Ordinary General Meeting of Shareholders
We would like to express our sincere gratitude for your continued support.
We would also like to express our deepest sympathies to the victims and their families in the Noto Peninsula Earthquake, andour sincere wishes for an earliest recovery.
You are cordially invited to attend the 131st Annual General Meeting of Shareholders of DAIDO KOGYO CO., LTD. (the"Company"). The meeting will be held as described below.

If you are unable to attend the Meeting, you can exercise your voting rights in writing (by mail) or via the Internet, etc.
Please read the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights
by 5:00 p.m., Monday, June 24, 2024 in reference to the "Information on the Exercise of Voting Rights" below.
In convening this General Meeting of Shareholders, we have taken the measure of providing electronic information forthe contents of the reference documents for the General Meeting of Shareholders, etc. (items to be provided
electronically), and posted the relevant information in our website on the Internet. Please access the following website
for the information.
Our website: https://www.did-daido.co.jp/(Please access the website above and select "Investor Relations" and then "General Meeting of Shareholders
Information" from the menu.)
In addition to our website, the items to be provided electronically are also posted on the website of the Tokyo Stock
Exchange (TSE), which can be found at the following link.
Tokyo Stock Exchange Website (TSE Company Announcements Service)https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show(Access the TSE website above, enter "Daido Kogyo" in the "Issue name (Company name)" field or our securities code "6373"
in the "Code" field, and search for "Daido Kogyo" or "6373" in the "Code" field. Then, select "Basic Information" and then"Documents for Public Inspection/PR Information" and confirm the "Notice of Convocation of the General Meeting of
Shareholders/Materials for General Meeting of Shareholders" under "Documents for Public Inspection.")

- 1 -

1.
2.

Date and Time
Place

3.

Agenda of the
Meeting
Matter to bereported

Tuesday, June 25, 2024, at 10:00 a.m. (Start of reception: 9:00 a.m.)
Main Hall, 1st floor of CHIENKAN
I-197 Kumasaka-machi, Kaga City, Ishikawa(Please refer to the hall map at the end of this document.)

1. Business Report, Consolidated Financial Statements, and the results of the audits of theConsolidated Financial Statements by the Accounting Auditor and the Board ofCompany Auditors for the 131st Fiscal Term (from April 1, 2023 to March 31, 2024)
2. Non-Consolidated Financial Statements for the 131st Fiscal Term (from April 1, 2023 toMarch 31, 2024)

Proposals to beresolved
Proposal No. 1
Proposal No. 2
Proposal No. 3
Proposal No. 4
Proposal No. 5
4.
(1)
(2)
(3)

Appropriation of surplus
Partial amendment to the Articles of Association
Election of four Directors (except Directors serving the Audit and Supervisory Committee)
Election of five Directors serving the Audit and Supervisory Committee
Decision of remuneration for granting restricted stock to Directors (except Directors serving
the Audit and Supervisory Committee)
Decisions in convening the General Meeting (Information on the Exercise of Voting Rights)
If you exercise your voting rights in writing (by mail) and do not indicate your approval or disapproval of a
proposal, we will treat it as if you indicated your approval.
If you exercise your voting rights multiple times via the Internet, etc., we will treat the last vote as a valid
exercise of voting rights.
If you exercise your voting rights both in writing (by mail) and via the Internet, etc., we will treat the exercise of
voting rights via the Internet, etc. as valid, regardless of the arrival date and time.

- 2 -◎ If attending the Meeting in person, please submit the enclosed Voting Rights Exercise Form at the reception.

◎ In accordance with the revision of the Companies Act, the Company has decided that, in principle, shareholders should access theaforementioned Internet websites to confirm the items to be provided electronically, and that a document describing such items will bedelivered to only shareholders who have made a request for document delivery by the record date. However, at this General Meeting of
Shareholders, regardless of whether or not a request for document delivery is made, a written document describing the items to beprovided electronically will be sent uniformly.
◎ Of the items to be provided electronically, the following are excluded from the documents to be delivered pursuant to the provision of
the applicable laws and regulations and the Articles of Association of the Company. Therefore, the business report, consolidated financial
statements, and financial statements described in the document to be delivered are part of the business report, consolidated financial
statements, and financial statements audited by the accounting auditors or the Audit and Supervisory Committee when they prepared the
Accounting Audit Report or Audit Report.
- "Status of accounting auditor," "Systems for ensuring the appropriateness of business and the status of operation of such systems,""Basic policy on corporate control," and "Policy on deciding dividends of surplus" in the Business Report- "Statement of Changes in Shareholders' Equity" and "Notes to Consolidated Financial Statements" in the consolidated financial
statements- "Balance Sheet," "Statement of Income," "Statement of Changes in Net Assets," and "Notes to Non-Consolidated Financial Statements"
in the financial statements.
- Report of Accounting Auditor on Consolidated Financial Statements- Report of Accounting Auditor on Financial Statements- Audit report of the Audit and Supervisory Committee◎ In the event of any modification to the items to be provided electronically, a notice of such modification, as well as the items before andafter such modification, will be posted on the aforementioned Internet websites.
◎ Please be advised that the results of resolutions in this General Meeting of Shareholders will be announced by posting them on the
Company's website, instead of sending a written notice of resolution.
◎ The "Year-End Report" (Shareholder Newsletter), which had been mailed with the notice of resolution, is also no longer issued to save
paper resources, as its main information is disclosed on the Company's website and part of its contents is included in this document.

- 3 -Information on the Exercise of Voting Rights
The right to vote at general meetings of shareholders is an important right of shareholders.
Please exercise your voting rights after reviewing the Reference Documents for the General Meeting of Shareholders.
The following three methods are available for exercising voting rights.

If attending the General
Meeting of Shareholders

If exercising voting rights
by mail (postal mail)If exercising voting rights
through the Internet, etc.

Please present the Voting Rights Exercise
Form at the reception desk.

Please indicate your approval ordisapproval of the proposals on the Voting
Rights Exercise Form in accordance withthe following instructions and return it tous.

Please follow the instructions on the next
page to enter your approval or disapprovalof the proposals.

Date and Time

Exercise period

Exercise period

10:00 a.m.

Arrival by Monday, June 24, 2024,

Input by Monday, June 24, 2024,

5:00 p.m.

5:00 p.m.

(Reception starts at 9:00 a.m.)

Tuesday, June 25, 2024

Information on how to fill out the Voting Rights Exercise Form
Please enter your approval or disapproval for the
proposals here.
Proposal No.1, No.2 and No.5
When you approve:>> Put the mark "○" in the "Approval" column.
When you disapprove:>> Put the mark "○" in the "Disapproval" column.
Proposal No.3 and No.4
When you approve all candidates:>> Put the mark "○" in the "Approval" column.
When you disapprove all candidates:>> Put the mark "○" in the "Disapproval" column.
When you disapprove some candidates:>> Put the mark "○" in the "Approval" column and enter
the numbers of candidates you disapprove.

*The Voting Rights Exercise Form is a sample image.

- 4 -Guide to voting right exercise over the Internet, etc.
How to enter the voting code andpassword

How to read QR Code“Smart Exercise”
You can log in to the website for exercising voting rights without entering
your voting code and password.

Website for exercising
voting rights

Scan the QR code on the bottom right corner of the Voting Rights
Exercise Form.

https://www.web54.net

Access the website for exercising voting rights.

Click "Continue.”Enter the "Voting Code" indicated on the Voting Rights
Exercise Form.
* "QR Code" is a registered trademark of DENSO WAVE INC.

Enter "Voting Code."

Follow the instructions on the screen to enter your approval ordisapproval.

Click "Login."Enter the "password" indicated on the Voting Rights
Exercise FormEnter "Password."
Please set a new
password to be usedfor voting.

You may exercise your voting rights only once
using the "Smart Exercise" function.
If you wish to change the content of your vote after you haveexercised your voting rights, please access the website forPCs, log in with the "code for exercising voting rights" and"password" indicated on the Voting Rights Exercise Form,and exercise your voting rights again.
*If you scan the QR code again, you can go to the PC
website.

Click "Register."Follow the instructions on the screen to enter your approvalor disapproval.
* The operation screen is a sample image.

If you have any questions about how to exercise your voting Sumitomo Mitsui Trust Bank Transfer Agency Web Support Dial-in Number
rights through the Internet, etc., please contact us at the right0120 - 652 - 031 (Toll-free)phone number.
(Inquiries accepted: 9:00 a.m. - 9:00 p.m.)
Institutional investors can use the platform for electronic exercise of voting rights for institutional investors, which is operated by ICJ, Inc.

- 5 -

Reference Documents for the General Meeting of Shareholders
Proposal No.1: Appropriation of surplus

The Company considers return of profits to shareholders as an important management policy and takes a policy
on dividends to distribute dividends considering comprehensively full-year performance, management
environment, and medium- to long-term reinforcement of financial standing with focus on maintenance of stabledividends.
However, the business results for the term under review were severe and we expect the business environment toremain strict in the future due mainly to high raw material and energy prices, continued inflation, and risinginternational tensions. Taking all of these factors into consideration, we regret to announce that the year-end
dividend for the term under review will be as follows. In addition, for stable and continuous payment of dividends
to our shareholders, we would like to withdraw a part of the special reserve fund as follows.
1. Matters regarding year-end dividend[1] Type of dividend property:

Cash[2] Matters regarding allocation of dividend
property and the amount thereof:¥15 per common share
Total amount: ¥155,443,845[3] Effective date of surplus dividend:

June 26, 2024

2. Matters regarding appropriation of other surplusi) Item and amount of decreased surplus
Special reserve fund ¥700,000,000ii) Item and amount of increased surplus
Earned surplus carried forward ¥700,000,000- 6 -Proposal No. 2: Partial amendment to the Articles of Association(1) Reasons for proposal
In order to strengthen and enhance the audit system, the number of directors who are members of the Audit
and Supervisory Committee as stipulated in Article 18 (Number of Directors) of the current Articles of
Association will be changed from 4 or less to 5 or less.
(2) Details of amendment
Details of intended amendment are as follows.
(Underlined parts represent amendment.)
Before Amendment

After Amendment(Number of Directors)(Number of Directors)

Article 18 The number of directors of the Company(excluding directors who are members of the Audit andArticle 18 (Same as current)

Supervisory Committee) shall be nine or less.
2. The number of directors of the Company who are

2. The number of directors of the Company who aremembers of the Audit and Supervisory Committee shall befour or less.

members of the Audit and Supervisory Committee shall befive or less.

- 7 -Proposal No. 3: Election of four Directors (except Directors serving the Audit and Supervisory Committee)
The term of office of all six (6) Directors (excluding Directors who are Audit and Supervisory Committee
members; hereinafter the same shall apply in this proposal) will expire at the conclusion of this General Meetingof Shareholders.
In this regard, in order to enable the Board of Directors to make decisions strategically and flexibly, the Company
proposes to reduce the number of Directors by two and elect four Directors.
In addition, there was no particular opinion from the Audit and Supervisory Committee regarding this proposal.
The candidates for Directors are as follows.
(References)

Candidate
No.

Name

Responsibilities at theCompany

1

Kozo Araya

Reappointment

2

Hirofumi Araya

Reappointment

5

Masanori Sanada

6

Toshio Ishimura

Representative Director
Chairman
Representative Director

Attendance to Board of
Director’s Meetings
14/14(100%)

President

14/14(100%)

Reappointment

Director
Administration Div. Manager

14/14(100%)

Reappointment

Director
M&S Div. Manager

14/14(100%)- 8 -Candidate
No.

Name
(Date of birth)
Sex

Kozo Araya(October 25, 1950)
Male

1

Reappointment

Career summary
April
April
June
Nov.
Aug.
June
June

1973
1976
1977
1978
2002
2006
2019

Numberofshares of theCompany held

Joined Daido Kogyo Co., Ltd.
Purchasing Manager of Daido Kogyo Co., Ltd
Director, Daido Kogyo Co., Ltd
First Manufacturing Dept. Manager of Daido Kogyo Co., Ltd.
69,225 shares
Representative Director & President of Daido Kogyo Co., Ltd.
Chairman, Kaga Chamber of Commerce and Industry
Representative Director & Chairman of Daido Kogyo Co., Ltd. (todate)

The reasons why the Company elects him as a candidate for Director:
Mr. Kozo Araya has been involved in the management of the Company over a long time since assumed office as a director of theCompany in June 1977. Since August 2002, he has contributed to a great extent to the expansion of the Company’s global operations
as Representative Director of the Company, and considering that he has a great deal of work experience in the Company and theGroup and knowledge on global business operations, etc., we determined that he is continuously appropriate as a candidate for a
director.

Hirofumi Araya(August 20, 1971)
Male

April
Sep.
June
June
April
April
Sep.
June

2002
2004
2005
2007
2008
2010
2010
2011

June

2013

June

2015

June

2017

June

2019

June

2021

Reappointment
2

Joined Daido Kogyo Co., Ltd.
Sales Dept. Manager, Sales Div. of Daido Kogyo Co., Ltd.
Automotive Technology and Sales Dept., Automotive Div.
Executive Officer of Daido Kogyo Co., Ltd.
Representative Director & President of Daido Sittipol Co., Ltd.
Representative Director & President of D.I.D Asia Co., Ltd.
Representative Director & President of Daido India pvt. Ltd.
Director and Technical Development Div.
Manager of Daido Kogyo Co., Ltd.
Managing Director
In charge of Motorcycle / Automotive Div.
Director & Vice Chairman of Daido Sittipol Co., Ltd
Representative Director & Vice President of Daido Kogyo Co., Ltd.
In charge of Research & Development Div. of Daido Kogyo Co.,Ltd.
Director & Chairman of Daido Sittipol Co., Ltd. (to date)
In charge of Business Strategy Div. and, Research & Development
Div. of Daido Kogyo Co., Ltd.
Representative Director & President of Daido Kogyo Co., Ltd. (todate)
In charge of Internal Control Audit OfficeMarketing Strategy Office Manager of Daido Kogyo Co., Ltd

11,830shares(Important concurrent position)
Director & Chairman of Daido Sittipol Co. Ltd
The reasons why the Company elects him as a candidate for Director:
Mr. Hirofumi Araya has assumed various important posts including President and Representative Director of the Company's
overseas subsidiaries in Asia, which is an important area for the Group. He has been engaging in the planning of business strategies
at the Business Strategy Division, as well as actively leading the Development Division, toward development of growth markets/
growth areas and expansion of business areas/ technology areas of the Company. Thus, he has a great deal of work experience in the
Company and the Group and knowledge on global business operations, etc., so we determined that he is continuously appropriate asa candidate for a director.

- 9 -Candidate
No.

Name
(Date of birth)
Sex

Masanori Sanada(January 7, 1962)

Career summary
April
June
June
June

Male

5

Reappointment

June
June
June
June
June

1984 Joined Daido Kogyo Co., Ltd.
2005 Administration Dept. Manager, Administration Div. of Daido
Kogyo Co., Ltd.
2007 Corporate Planning Office Manager of Daido Kogyo Co., Ltd.
2013 Executive Officer of Daido Kogyo Co., Ltd.
Administration Div. Manager of Daido Kogyo Co., Ltd.
2015 Representative Director & President of Daido Sittipol Co., Ltd.
2019 Senior Executive Officer of Daido Kogyo Co., Ltd.
Administration Div. Manager of Daido Kogyo Co., Ltd.
2020 Director, Daido Kogyo Co., Ltd. (to date)
2021 Business Administration Div. Manager of Daido Kogyo Co., Ltd.
2022 Administration Division Manager (to date)

Numberofshares of theCompany held

5,000
shares

The reasons why the Company elects him as a candidate for Director:
Mr. Sanada has profound knowledge on finance and accounting based on his long-term experience of leading the administration andmanagement planning departments. He also served the representative director of overseas subsidiaries and has extensive experiences
and achieved results in management of the Company's Group. He currently serves, as Director, the Administration Division
Manager, and we have determined that his experiences and results will be useful for management of the Company and decided that
he is continuously appropriate as a candidate for director.

Toshio Ishimura(October 15, 1961)
Male

6

Reappointment

April
Dec.
June
June
June
June
June
June
June

1984 Joined Daido Kogyo Co., Ltd.
2004 AS Business Dept. Manager of Daido Kogyo Co., Ltd.
2005 Manager, Corporate Planning Office of Daido Kogyo Co., Ltd.
Manager, Industrial Machinery Sales Dept. of D.I.D
2009 Industrial Machinery Sales Dept. Manager of D.I.D Co., Ltd.
2011 Director of D.I.D Co., Ltd.
2017 Executive Officer of Daido Kogyo Co., Ltd.
Industrial Products Div. Manager of Daido Kogyo Co., Ltd.
2019 Senior Executive Officer of Daido Kogyo Co., Ltd.
2020 Director, Daido Kogyo Co., Ltd. (to date)
2022 M&S Division Manager of Daido Kogyo Co., Ltd. (to date)

4,200
shares

The reasons why the Company elects him as a candidate for Director:
Mr. Ishimura has a great deal of business experience and knowledge based on his long term experience of leading the industrial
machinery business as well as excellent capability and knowledge on corporate management through the experience of serving as adirector of a domestic subsidiary, etc. He currently serves, as Director, the M&S Division Manager, and we have determined that his
experiences and results will be useful for management of the Company and decided that he is continuously appropriate as a
candidate for director.

(Notes) 1. A director candidate Mr. Hirofumi Araya serves concurrently as Chairman and Director of Daido Sittipol Co.,
Ltd., which engages in the business falling under the same category as the Company's and has business (chainsand other products) with the Company. Additionally, the Company provides a guarantee for its loan of the funds.
2. There are no special interests between the other director candidates and the Company.
3. D.I.D Co., Ltd. was a consolidated subsidiary of the Company but merged into the Company as of April 1, 2018.
4. The Company has entered into a liability insurance contract with an insurance company as stipulated in Paragraph
1, Article 430-3, of the Companies Act. The summary of the contents of this insurance contract is described in"2.(3) Status of Company Officers" of the Business Report. When the election of the candidates for director isapproved, they will continue to be covered as an insured person under the relevant insurance contract. Note thatthe insurance contract is going to be renewed next time with the same content.

- 10 -

Proposal No. 4: Election of five Directors serving the Audit and Supervisory Committee
The terms of office of all the four (4) Directors serving the Audit and Supervisory Committee will expire at theconclusion of this General Meeting of Shareholders.
In this regard, in order to strengthen and enhance the auditing system, the Company proposes to increase thenumber of Directors serving the Audit & Supervisory Committee by one and to elect five Directors serving the
Audit & Supervisory Committee, subject to the Proposal No.2 “Partial amendment to the Articles of Association”
is approved as originally proposed.
Please note that the Audit and Supervisory Committee has already given approval to this proposal.
The candidates for Directors serving the Audit and Supervisory Committee are as follows.
Candidate
No.

Name(Date of birth)
Sex

Career summary
June

Kiyohiro Kajiya(February 4, 1961)
Male
1

Re-appointment

June
June
June
June

2009 Manager, Production System Dept., Business Support Div. of
Daido Kogyo Co., Ltd.
2011 Manager, Industrial `Machinery Business Dept. and Industrial
Machinery Dept. of Daido Kogyo Co., Ltd.
2015 Manager, Industrial Machinery Business Dept. and Industrial
Machinery Manufacturing Dept. of Daido Kogyo Co., Ltd.
2017 Executive Officer of Daido Kogyo Co., Ltd.
Safety and Quality Div. of Daido Kogyo Co., Ltd.
2020 Director [Audit and Supervisory Committee Member] of Daido
Kogyo Co., Ltd. (to date)

Number ofs h a res o f t h eCompany held

2,500
shares[Reason for selecting him as a candidate for Director serving the Audit and Supervisory Committee, etc.]
Mr. Kajiya has various business experiences in the Company's engineering, manufacturing, and quality departments and played aleading role in manufacturing. We have determined that his abundant experiences and knowledge will be useful for reinforcement of
the Company's auditing and decided that he is continuously appropriate as a candidate for director serving the Audit and Supervisory
Committee.

- 11 -

Name(Date of birth)
Sex

Candidate
No.

Career summary
Oct.
Mar.
May

Seiji Sakashita(February 2, 1958)
Male

2

Reappointment

OutsideIndepen
dent

May
Feb.
June
June

June

1984 Joined Inoue Tatsuo Accounting Office(present KPMG Azsa & Co.)
1988 Registered as Certified Public Accountant.
2003 Asahi & Co.
(present KPMG Azsa & Co.)2007 Representative Partner, KPMG Azsa & Co.
(present KPMG Azsa & Co.)2014 Representative Partner, Hokuriku Auditing Office (to date)2016 Outside auditor, Komatsu Matere Co., Ltd. (to date)2019 Outside auditor, Takamatsu Machinery Co., Ltd.
Chairman of the Hokuriku Association of the JapaneseInstitute of Certified Public Accountants (to date)2020 Director [Audit and Supervisory Committee Member] of Daido
Kogyo Co., Ltd. (to date)

Number of sharesof the Company
held

0 shares(Important concurrent position)
Representative Partner of Hokuriku Auditing OfficeOutside auditor of Komatsu Matere Co., Ltd.
[Reason for selection as a candidate for outside director serving the Audit and Supervisory Committee and outline of expected roles,
etc.]
Mr. Sakashita has never directly participated in business management but has a great deal of knowledge and experience in finance andaccounting and is familiar with corporate accounting as CPA. In addition, we have determined that reinforcement of the Company's
audit system is expected from utilization of his wide-range performance and experience as repetitive director of auditing offices andoutside director of other listed companies for management of the Company and decided that he is continuously appropriate as a
candidate for director serving the Audit and Supervisory Committee.

- 12 -

Name(Date of birth)
Sex

Candidate
No.

Career summary

Shoji Takechi(February 14, 1967)
Male

3

Reappointment

OutsideIndepen
dent

Nov.

1996

Mar.
April

1997
2000

Nov.

2003

April

2006

April

2007

April

2009

April

2010

April

2012

June

2020

Graduate School of Engineering, the University of Tokyo
Assistant specialized in Naval Architecture and Ocean
Engineering
Joined Sumitomo Heavy Industries, Ltd.
Graduate School of Engineering, the University of Tokyo
Assistant specialized in Environment and Ocean Engineering
Assistant Professor, same major, same school, same
University
Assistant Professor, specialized in Technology Management
and Strategy, same school, same University
Associate Professor, same major, same school, same
University
Associate Professor, Academic Foundations Programs,
Kanazawa Institute of Technology
Associate Professor, Department of Management Systems,
Faculty of Information Science, Kanazawa Institute ofTechnology
Professor, Department of Management Systems, Faculty ofInformation Frontier, Kanazawa Institute of Technology (todate)
Director [Audit and Supervisory Committee Member] of
Daido Kogyo Co., Ltd. (to date)

Number ofs h a res o f t h eCompany held

0 shares（Important concurrent position)
Professor, Department of Management Systems, Faculty of Information
Frontier, Kanazawa Institute of Technology[Reason for selection as a candidate for outside director serving the Audit and Supervisory Committee and outline of expected roles,
etc.]
Mr. Takechi has never directly participated in business management but has high-level expertise in knowledge and engineering throughhis long-term service as a professor of the university's engineering department. In addition, the field of his expertise has a high affinity
for the Company's business field, so we have determined that he is expected to give appropriate advice and conduct an audit on
management of the Company based on his experience and performance and that he is continuously appropriate as a candidate fordirector serving the Audit and Supervisory Committee.

- 13 -

Name(Date of birth)
Sex

Candidate
No.

Career summary
March 1999

Miho Yamamoto(Maiden name: Miho Tanaka)(November 5, 1973)
FemaleNew
4

OutsideIndepen
dent

April
April

2000
2011

April

2015

April

2020

April

2022

Graduated from the master's course in the Graphic Design
Course of Royal College of Art
Joined Three White Ltd. as art director
Established COCOROE Inc., Representative Director (todate)
Part-time lecturer, Social Design, Tama Art University (todate)
Part-time lecturer, YCCS Social Design, Yokohama National
University
Part-time lecturer, Engineering Design Project, Tokyo
Institute of Technology (to date)

Number ofs h a res o f t h eCompany held

0 shares(Important concurrent position)
Representative director of COCOROE Inc.
[Reason for selection as a candidate for outside director serving the Audit and Supervisory Committee and outline of expected roles,
etc.]
Ms. Yamamoto is a pioneer in the field of social design. She studied social contribution and sustainability at a graduate university in
the UK, and is expected to make a significant contribution to deepening social value creation and sustainability strategies as an expert
with an international perspective. Therefore, we have nominated her as a candidate because she is expected to provide appropriate
advice and supervision for the Company's management, which aims to enhance corporate value through the resolution of social issues,
as a director serving the Audit and Supervisory Committee.

- 14 -

Jun Akimoto(August 23, 1971)
Male
New
5

OutsideIndepen
dent

April

1994

April

2013

April
April

2016
2020

April

2021

April

2022

April
April

2023
2024

Joined Ishikawajima-Harima Heavy Industries, Co., Ltd.
(currently IHI Corporation)
Manager, Human Resource Development Group, HR
Department, IHI
Manager, Human Resource Group, HR Department, IHI
General Manager, Planning & Administration Department,
Industrial Systems & General Machinery Business Domain,
IHI
Deputy General Manager, Industrial Systems & General
Machinery Business Domain
Chairman and Representative Director of IHI Ionbond
AG/IHI Hauzer Techno Coating B.V./IHI VTN GmbH(secondment from IHI)
General Manager, Corporate Planning Department, IHI
General Manager, Planning & Administration Department,
Aerospace & Defense Business Domain, IHI (to date)0 shares(Important concurrent position)
General Manager, Planning & Administration Department, Aerospace &Defense Business Domain, IHI[Reason for selection as a candidate for outside director serving the Audit and Supervisory Committee and outline of expected roles,
etc.]
Mr. Akimoto has extensive global management experience through serving the human resource and corporate planning departmentsof heavy industries at IHI Corporation, and his experience and knowledge are expected to make a valuable contribution to theCompany's global business development and strengthening of its management base. Therefore, we have nominated him as a candidate
because he is expected to provide appropriate advice and supervision of the Company's management as a director serving the Audit
and Supervisory Committee.

- 15 -

Outside: Candidates for outside director

Independent: Candidate for director who meets the requirements for independent officers provided by the Tokyo Stock
Exchange(Notes) 1. There are no special interests between each candidate and the Company.
2. Mr. Seiji Sakashita, Mr. Shoji Takechi, Ms. Miho Yamamoto, and Mr. Jun Akimoto are candidates for outside
director.
3. Ms. Miho Yamamoto uses her maiden name, Miho Tanaka, as her professional name.
4. The term of office of Mr. Seiji Sakashita and Mr. Shoji Takechi as outside directors of the Company will have beenfour years upon the conclusion of this General Meeting.
5. Mr. Seiji Sakashita previously worked for KPMG AZSA LLC, the Company's accounting auditor, but retired fromthe firm in June 2013.
6. The Company has entered into a contract with Mr. Kiyohiro Kajiya, Mr. Seiji Sakashita, and Mr. Shoji Takechi
pursuant to Paragraph 1, Article 427 of the Companies Act to limit their liability for damage as set forth inParagraph 1, Article 423 of the same Act. The limit of the liability for damage under the contract is the amountlimited by laws and regulations. The Company plans to continue the contract with Mr. Kiyohiro Kajiya, Mr. Seiji
Sakashita, and Mr. Shoji Takechi if their re-appointment is approved. If the election of Ms. Miho Yamamoto and
Mr. Jun Akimoto is approved, the Company will enter into a liability limitation agreement with the content statedabove.
7. The Company has entered into a liability insurance contract with an insurance company as stipulated in Paragraph
1, Article 430-3, of the Companies Act. The summary of the contents of this insurance contract is described in"2.(3) Status of Company Officers" of the Business Report. When the election of the candidates for director serving
the Audit and Supervisory Committee Member is approved, they will continue to be covered as an insured person
under the relevant insurance contract. Note that the insurance contract is going to be renewed next time with thesame content.
8. The Company has designated Mr. Seiji Sakashita and Mr. Shoji Takechi as independent directors as stipulated by
the Tokyo Stock Exchange, and has notified their designation to the Exchange, and intends to continue to appoint
them as independent officers if their re-appointment is approved. Ms. Miho Yamamoto and Mr. Jun Akimoto also
meet the requirements for independent directors as stipulated by the Tokyo Stock Exchange and will be designatedas independent directors if their election is approved.

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[Reference] Skill matrix of the Board of Directors after the General Meeting of Shareholders(Note) The skill matrix of the Board of Directors will be as follows if the candidates listed in this Notice ofConvocation are elected as proposed.
Corporate
management
Businessstrategy

Name

Director

Kozo Araya●

Hirofumi
Araya●

Masanori
Sanada●ToshioIshimura
Audit and Supervisory Committee
MemberShoji Takechi
Miho
Yamamoto
Jun Akimoto●●

Kiyohiro
KajiyaSeiji Sakashita

Marketingand sales

Technology, IT,
R&D

Finance

Legal affairs
and riskmanagement

●

●

●

●

●

●

●

●

Outside●(Independent)

OutsideOutside(Independent)

ESG,
sustainability

●

●

●

●

●

●

●

●

●

(Independent)(Independent)●

Globalexperience●●

OutsidePersonnel andlabor affairs andhuman-resource
development●●●- 17 -

●

●

●

●

●

●

Proposal No.5: Determination of remuneration for granting restricted stock to Directors (excluding Directors
serving the Audit & Supervisory Committee)
The maximum amount of remuneration for the Company's Directors was approved at the 127th Ordinary General
Meeting of Shareholders held on June 26, 2020 as an annual amount not exceeding 300 million yen (not including
the portion of salaries as employees). With regard to this, in order to provide Directors with incentives tosustainably enhance corporate value and to promote further value sharing between Directors and shareholders,
we would like to ask for your approval to the introduction of a remuneration system for granting restricted stock
to the Directors of the Company (hereinafter "Eligible Directors", excluding Directors serving the Audit &Supervisory Committee). Accordingly, the total amount of monetary remuneration payable to Eligible Directors
for the grant of restricted stock, which is considered reasonable in light of the above purposes, shall be limited to
60 million yen per year, which is separate from the current monetary remuneration limit for Directors, and thetotal number of the Company's common shares to be issued or disposed of under this system shall be limited to
50,000 shares per year (however, if, after the date of approval of this proposal, a stock split (including gratis
allotment of common shares of the Company) or reverse stock split of common shares of the Company isconducted, or any other event requiring adjustment of the total number of common shares of the Company to beissued or disposed of as restricted stock occurs, the total number of shares above shall be adjusted to a reasonable
extent). The specific allotment to each Eligible Director will be determined by the Board of Directors.
The current number of Eligible Directors is six, but if Proposal No. 3 is approved as originally proposed, thenumber of Eligible Directors will be four.
Eligible Directors shall pay all of the monetary remuneration claims arising from this proposal as assets
contributed in kind and receive the issuance or disposal of common shares of the Company, in accordance withthe resolution of the Board of Directors. The amount to be paid for each of the shares above shall be determinedby the Board of Directors based on the closing price of the Company's common stock on the Tokyo Stock
Exchange on the business day immediately preceding the date of resolution by the Board of Directors (or theclosing price of the immediately preceding trading day if no trading was effected on that date), to the extent notparticularly favorable to Eligible Directors. Upon the issuance or disposal of common shares of the Company
under this plan, the Company and Eligible Directors shall enter into a restricted stock allotment agreement (the"Allotment Agreement") that includes, in summary, the following details.
(1) During the period from the date of delivery of the restricted stock to the date of loss of his/her position as adirector of the Company or other position determined by the Board of Director (the "Restricted Period"),
Eligible Directors shall not transfer, grant a security interest in, or otherwise dispose of the common sharesof the Company (the "Allotted Shares") allotted under the Allotment Agreement (hereinafter, "transfer
restriction").

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(2) If an Eligible Director loses any of the positions described in (1) above before the expiration of the period
separately determined by the Board of Directors ("Service Period"), the Company shall naturally acquire the
Allotted Shares without consideration, unless there is a reason that the Board of Directors deems justifiable.
(3) The Company shall release the transfer restriction on all of the Allotted Shares upon the expiration of the
Restricted Period, provided that the Eligible Director has continuously served as a director of the Company
or in any other position determined by the Board of Directors during the Service Period. However, if the
Eligible Director loses any of the positions set forth in (1) above before the expiration of the Service Period
for reasons deemed justifiable by the Board of Directors of the Company as set forth in (2) above, the numberof the Allotted Shares to be released from the transfer restriction and the timing of the release of the transfer
restriction shall be reasonably adjusted as necessary.
(4) The Company will naturally acquire without consideration the Allotted Shares for which the transfer
restriction has not been released in accordance with (3) above upon expiration of the Restricted Period.
(5) If, during the Restricted Period, a merger agreement under which the Company shall become a defunctcompany, a share exchange agreement or share transfer plan under which the Company shall become awholly owned subsidiary, or any other matters relating to reorganization, etc. are approved at a general
meeting of shareholders of the Company (or the Board of Directors if approval by a general meeting of theCompany's shareholders is not required for such reorganization, etc.), the Company may, by a resolution of
the Board of Directors, release the transfer restriction for a reasonably determined number of the Allotted
Shares in advance of the effective date of such reorganization, etc.
(6) In the case stipulated in (5) above, the Company shall naturally acquire without consideration the Allotted
Shares for which the transfer restriction has not yet been released as of the time immediately following therelease of the transfer restriction pursuant to (5) above.
(7) The method of manifestation of intention and notification in the Allotment Agreement, the method ofrevising the Allotment Agreement, and other matters to be determined by the Board of Directors shall be thecontents of the Allotment Agreement.
The Company's Board of Directors has established a policy regarding the determination of the content of
remuneration, etc., for Directors, and plans to change this policy according to this proposal, subject to approvalof this proposal. In addition, as stated above, the amount to be paid for the Allotted Shares is within the range thatis not particularly favorable and the dilution ratio is minimal, the Company has determined that the grant of the
Allotted Shares is reasonable.

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