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: 6247)
June 6, 2024
To Our Shareholders:Toshiya Usami, Director, President and Chief Operating
Officer
Hisaka Works, Ltd.
2-12-7, Sonezaki, Kita-ku, Osaka City

Notice of the 95th Annual General Meeting of Shareholders
We are pleased to announce the 95th Annual General Meeting of Shareholders of Hisaka Works, Ltd. (the“Company”), which will be held as indicated below. We look forward to your attendance.
When convening this General Meeting of Shareholders, the Company takes 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 an electronic format are to be taken) in an electronic format, and posts this informationon the Company’s website. Please access the website by using the Internet address as shown below to review
information.
The Company’s website: https://www.hisaka.co.jp/ir_info/meeting.html (in Japanese)
In addition to posting items subject to measures for electronic provision on the Company’s website, the Company
also posts this information on the website of Tokyo Stock Exchange, Inc. (TSE) which can be viewed below.
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 “Hisaka Works” in “Issue name (company
name)” or the Company’s securities code “6247” in “Code,” and click “Search.” Then, click “Basic information”
and select “Documents for public inspection/PR information.” Under “Filed information available for public
inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /Informational Materials
for a General Shareholders Meeting].”)If you are not able to attend the Meeting in person, you may exercise your voting rights in any one of the following
ways. Please follow the instructions in the reference document and complete your voting.
[Exercise of Votes via Internet, etc.]
Please access the Company’s designated website (https://evote.tr.mufg.jp/) (in Japanese), follow the instructions on
the screens, and input your approval or disapproval by 5:00 p.m. (JST) on Wednesday, June 26, 2024.
When exercising your voting rights via the Internet, etc. please refer to the Information on Exercising Voting Rights
via the Internet, etc. on page 4 (in Japanese only).
[Exercise of Votes in Writing (by Mail)]
Please indicate on the Voting Rights Exercise Form enclosed herewith your approval or disapproval for the proposals
and return the form by 5:00 p.m. (JST) on Wednesday, June 26, 2024.
1. Date and Time: Thursday, June 27, 2024, 10:00 a.m. (JST)
2. Venue:
Rental Conference Room, 26th Floor, Osaka Umeda Twin Towers North
8-1, Kakuda-cho, Kita-ku, Osaka City
3. Purpose of the Meeting:
Matters to be reported:
1. Report on the Business Report, the Consolidated Financial Statements for the 95th Fiscal Year (From April
1, 2023 to March 31, 2024), and Audit Reports by the Accounting Auditor and the Audit and Supervisory
Committee on the Consolidated Financial Statements-1-2. Report on the Non-consolidated Financial Statements for the 95th Fiscal Year (From April 1, 2023 to March
31, 2024)
Matters to be resolved:
Proposal
Election of Seven Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Please kindly note that no gifts will be given to attendees. Your understanding would be highly appreciated.
--

If you attend the meeting, please submit the Voting Rights Exercise Form enclosed herewith to the reception desk at the entranceof the meeting hall.
As the Company’s efforts for “Cool Biz” energy conservation, please note that the Board members and relevant staff will dress lightly
on the day of the Meeting. Shareholders are also encouraged to attend the Meeting in light clothing.
For this General Meeting of Shareholders, the content of reference documents for the general meeting of shareholders, etc. (items
subject to measures for electronic provision) will be delivered to all shareholders who have voting rights regardless of whether they
have requested the delivery of paper-based documents pursuant to the Companies Act.
Among the items subject to measures for electronic provision, the following items of the Consolidated Financial Statements andNon-Consolidated Financial Statements are posted on each of the websites listed on the previous page in accordance with applicablelaws and regulations of Japan, and the provision of Article 15 of the Company’s Articles of Incorporation, and therefore, are notincluded in this document. They are Consolidated Statements of Changes in Equity, Notes to Consolidated Financial Statements,
Statements of Changes in Equity and Notes to Non-Consolidated Financial Statements. Accordingly, the Consolidated Financial
Statements and Non-Consolidated Financial Statements accompanying this document are the portions of Consolidated Financial
Statements and Non-Consolidated Financial Statements that were audited by the Independent Auditor in the preparation of the
Independent Auditor’s Report or by the member of the Audit and Supervisory Committee in the preparation of the Auditor’s Report.
If revisions to the items for which measures for providing information in electronic format are to be taken arise, a notice of therevisions and the details before and after the revisions will be posted on each of the websites stated on the preceding page.
Depending on the circumstances, issues that shareholders need to be informed of prior to the day of the meeting will be announced
on the Company’s website.
The Company’s website: https://www.hisaka.co.jp/-2-Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal

Election of Seven Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

The terms of office for all of the current seven (7) Directors (excluding Directors who are Audit and Supervisory
Committee Members) will expire at the conclusion of the Meeting. Therefore, the Company proposes the election ofseven (7) Directors (excluding Directors who are Audit and Supervisory Committee Members).
The election of candidates for Directors has been determined after consulting and advising by the Nomination andCompensation Committee, in which the Independent Outside Directors comprise a majority of the members. In
addition, the Audit and Supervisory Committee has stated its opinion that all of the candidates for Directors areappropriate.
The candidates for Directors are as follows:
Candidates for Directors
Candidate
No.

Name

Positions and responsibility in the Company

1

Yoshikazu Takeshita

Re-election

Chairman and CEO

2Toshiya Usami

Re-election

President and Representative Director; President and
COO
Director, Managing Executive Officer

3

Akihito Adachi

Re-election

Sales and Technical & Development fields, andKonoike Plant Manager
Senior Executive Officer; Management,

4

Hiroshi Hatano

New election

Management Strategy, and Investor Relations fields;
Ome Plant Manager and Tokyo Branch Office
Manager

Re-election
5

Koji Mizumoto

Independent officer
Candidate for Outside

Outside Director

Director

6

7

Yuko Tsuno

Emiko Ikigoshi

Re-election
Independent officer
Candidate for Outside
Director
New election
Independent officer
Candidate for Outside
Director-3-

Outside Director

CandidateNo.

1

Number of the
Career summary and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
owned
Mar. 1981
Joined Hisaka Works, Ltd.
Mar. 2012Manager of the Manufacturing Department of
the Process Engineering Division of theCompany
Mar. 2014
General Manager of the Process Engineering
Division
June 2014
Director, General Manager of the Process
Yoshikazu Takeshita
Engineering Division(November 4, 1957)
Oct. 2015
Director, General Manager of the Process
54,500Engineering Division and Kyushu BranchRe-election
Office Manager
Apr. 2016
Managing Director, Finance and Management
Strategy fields
Apr. 2017
Director, President and Chief Executive Officer
June 2020
President and Representative Director;
President and CEO
Apr. 2024
Chairman and CEO (current position)(Reasons for nomination as candidate for Director)
Yoshikazu Takeshita possesses a wealth of knowledge and experience mainly in the textile dyeing and processing
machine business. After being appointed as a Director, he has assumed the positions of General Manager of the Process
Engineering Division and in charge of Finance and Management Strategy. Since 2017, he has demonstrated strong
leadership as President and CEO, and from 2024 as Chairman and CEO, devoting himself to the Company’s
development. The Company judges he will be able to continue contributing to increasing its corporate value, andtherefore proposes his election as Director.
Name(Date of birth)-4-

CandidateNo.

2

Number of the
Career summary and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
owned
Mar. 1983
Joined Hisaka Works, Ltd.
Mar. 2014
Manager of the Sales Section of the Heat
Exchanger Division of the Company
Apr. 2016
Executive Officer, Manager of the Sales
Section of the Heat Exchanger Division, andNagoya Branch Office Manager
Apr. 2017
Executive Officer, Manager of the
Manufacturing Section of the Valve Division
Apr. 2018
Executive Officer, General Manager of the
Valve Division
June 2019
Director, General Manager of the Valve
Division
Toshiya Usami
June 2020
Senior Executive Officer, General Manager of(November 16, 1959)
the Valve Division
42,900
Apr. 2021
Managing Executive Officer, Domestic Sales
Re-election
field; General Manager of the Valve Division
July 2021
Managing Executive Officer, Sales field;
General Manager of the Valve Division
Apr. 2022
Managing Executive Officer, Sales field andTokyo Branch Office Manager
June 2022
Director, Managing Executive Officer, Sales
field and Tokyo Branch Office Manager
June 2023
Director, Managing Executive Officer,
Corporate Planning and Overseas Operation
fields and Tokyo Branch Office Manager
Apr. 2024
President and Representative Director,
President and COO (current position)(Reasons for nomination as candidate for Director)
Toshiya Usami possesses a wealth of knowledge and experience of sales at the heat exchanger business. After being
appointed as an Executive Officer, he has assumed the positions of Manager of the Sales Section of the Heat Exchanger
Division, Manager of the Manufacturing Section of Valve Division, and General Manager of the Valve Division. Afterbeing appointed as a Director, he has assumed responsibilities for overseeing the company-wide Sales, Corporate
Planning, and Overseas Operations. Since 2024, he has demonstrated strong leadership as President and COO, devoting
himself to achieving the goals of the Medium-term Management Plan to contribute to the Company’s development. The
Company judges he will be able to continue contributing to increasing its corporate value, and therefore proposes hiselection as Director.
Name(Date of birth)-5-

Candidate
No.

3

Number of the
Career summary and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
owned
Mar. 1984
Joined Hisaka Works, Ltd.
Mar. 2014
Manager of the Manufacturing Department of
the Process Engineering Division of theCompany
Apr. 2016
Executive Officer, General Manager of theProcess Engineering Division, and Kyushu
Branch Office Manager
Apr. 2018
Executive Officer, General Manager of theProcess Engineering Division
June 2018
Director, General Manager of the Process
Engineering Division
Apr. 2019
Director, General Manager of the Process
Engineering Division, and Kyushu Branch
Office Manager
Nov. 2019
Director, General Manager of the Process
Engineering Division, Ome Plant Manager, andAkihito Adachi
Kyushu Branch Office Manager(December 27, 1960)
Apr. 2020
Director in charge of the Process Engineering
33,200
Division, General Manager of the Technology
Re-election
Development Division, and Manager of theInformation System Department
June 2020
Senior Executive Officer, General Manager of
the Technology Development Division, andManager of the Information System
Department
Apr. 2021
Senior Executive Officer, General Manager of
the Technology Development Division
Apr. 2023
Managing Executive Officer, General Managerof the Technology Development Division
June 2023
Director, Managing Executive Officer,
Technical & Development field, and General
Manager of the Technology Development
Division
Apr. 2024
Director, Managing Executive Officer, Sales
and Technical & Development fields, andKonoike Plant Manager (current position)(Reasons for nomination as candidate for Director)
Akihito Adachi possesses abundant knowledge and experience mainly in development and manufacture of foodprocessing equipment. After being appointed as an Executive Officer, he has assumed the positions of General Managerof the Process Engineering Division and General Manager of the Technology Development Division. Currently, He
devotes himself to the Company’s development by enhancing the company-wide sales force and improving
technological capabilities as Executive Officer in charge of Sales and Technical & Development, while playing apractical role in making decisions on significant overall management issues at the Board of Directors. The Company
judges he will be able to continue contributing to increasing its corporate value, and therefore proposes his election as
Director.
Name(Date of birth)-6-

Candidate
No.

4

Number of the
Career summary and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
owned
Sept. 2008
Joined Hisaka Works, Ltd.
Mar. 2015
Manager of the Corporate Management
Department of the Company
Hiroshi Hatano
Apr. 2020
Executive Officer, General Manager of the(January 29, 1965)
Corporate Planning Division, and Manager of
11,400the Corporate Management Department
New election
Apr. 2024
Senior Executive Officer; Management,
Management Strategy, and Investor Relations
fields; Ome Plant Manager and Tokyo Branch
Office Manager (current position)(Reasons for nomination as candidate for Director)
Hiroshi Hatano possesses a wealth of knowledge and experience in corporate management, monetary affairs, financial
affairs, and legal affairs. After being appointed as an Executive Officer, he has assumed the positions such as General
Manager of the Corporate Planning Division. He currently serves as Senior Executive Officer in charge ofManagement, Management Strategy, and Investor Relations, contributing to the development of the Company. For the
aforementioned reasons, the Company judges he will be able to contribute to increasing its corporate value, andtherefore proposes his new election as Director.
Name(Date of birth)-7-

Candidate
No.

5

Number of the
Career summary and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
owned
Apr. 1978
Joined Nisshin Steel Co., Ltd. (present Nippon
Steel Corporation)
June 2001
General Manager of the Corporate Planning
Dept. of Nisshin Steel Co., Ltd.
Apr. 2005
Executive Officer and General Manager of theSales Administration Dept. of Nisshin SteelCo., Ltd.
Apr. 2007
Executive Officer and General Manager of the
Human Resources Dept. of Nisshin Steel Co.,Ltd.
Apr. 2009Managing Executive Officer and General
Manager of the Human Resources Division of
Nisshin Steel Co., Ltd.
June 2009
Director and Managing Executive Officer ofNisshin Steel Co., Ltd.
Koji Mizumoto
Apr. 2012
Director and Managing Executive Officer of(November 3, 1954)
Nisshin Steel Co., Ltd.
Chairman of Nisshin Steel Shanghai Co., Ltd.
–
Re-election
June 2012Managing Executive Officer of Nisshin Steel
Independent officer
Co., Ltd.
Candidate for Outside Director
Apr. 2014
Vice President, Executive Officer and CFO of
Nisshin Steel Co., Ltd.
June 2014
Representative Director; Vice President,
Executive officer; and CFO of Nisshin SteelCo., Ltd.
Apr. 2017
Director (assistant to President) of Nisshin SteelCo., Ltd.
June 2017
Senior Advisor of Nisshin Steel Co., Ltd.
June 2018
Advisor of Nisshin Steel Co., Ltd.
June 2019
Outside Director of Hisaka Works Co., Ltd.
(current position)
Aug. 2020
Outside Director of Toyo Denki Seizo K.K.
(current position)(Significant concurrent positions outside the Company)
Outside Director of Toyo Denki Seizo K.K.
(Summary of reasons for nomination of candidate for Outside Director and expected responsibilities)
Koji Mizumoto had been in charge of corporate management of Nisshin Steel Co., Ltd. (present Nippon SteelCorporation) as Representative Director, Vice President and Executive Officer. Since being appointed as the Company’s
Outside Director, he has provided advice on its management and performed an appropriate supervisory function froman objective and practical point of view. As one of the Nomination and Compensation Committee members, he has also
engaged in the election of candidates for Directors and decision-making on Directors’ remuneration and other mattersfrom an objective and neutral point of view. The Company judges that he will continue to utilize his insight andcontribute to increasing its corporate value, and accordingly proposes him as a candidate for Outside Director.
Name(Date of birth)-8-

Number of the
Career summary and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
owned
Dec. 2008
Completed the requisite courses at the Supreme
Court’s Legal Research and Training Institute(61st class)
Registered with Aichi Bar Association
Aug. 2009
Registered with Osaka Bar Association
Joined Chuo Sogo Law Office P.C. (current
position)
Apr. 2012
Joined Intellectual Property Law Practice Study
Group (current position)
June 2012
Director of Kansai Branch of Japan Trademark
Association (current position)
Yuko Tsuno(November 10, 1981)
June 2016
Officer in charge of the protection of personal
information and a committee member of–Re-election
information disclosure screening in the city of
Independent officer
Kaizuka (current position)
Candidate for Outside Director Apr. 2017
Joined Intellectual Property Committee andRoad Traffic Accident Committee of Osaka Bar
Association (current position)
Sept. 2017
Lecturer of the School of Policy Studies ofKwansei Gakuin University (current position)
June 2019
Outside Director of Hisaka Works Co., Ltd.
(current position)
Aug. 2019
Equity Commission Member of Kaizuka City
(current position)
Apr. 2020
Vice Chairperson of the Intellectual Property
Committee of the Osaka Bar Association(Summary of reasons for nomination of candidate for Outside Director and expected responsibilities)
Yuko Tsuno possesses abundant experience and knowledge as a lawyer. After being appointed as an Outside Director of
the Company, she has provided advice on the Company’s management and performed an appropriate supervisory
function from an objective and specialized point of view. As one of the Nomination and Compensation Committee
members, she has also engaged in the election of candidates for Directors and decision-making on Directors’
remuneration and other matters from an objective and neutral point of view. The Company judges that she will continue
to utilize her insight and contribute to increasing its corporate value, and accordingly proposes her as a candidate for
Outside Director. Although she has no experience in the past of corporate management other than performing as outside
officer, the Company judges, based on the above reasons, that she will be able to fulfill the roles and duties of Outside
Director appropriately.
Oct. 1990
Joined Chuo Shinko Audit Corporation
Mar. 1994
Registered as a certified public accountant
Emiko Ikigoshi
June 2003
Partner of ChuoAoyama Audit Corporation(May 13, 1960)
Aug. 2007
Joined Deloitte Touche Tohmatsu (present
Deloitte Touche Tohmatsu LLC) as a partner–
New election
Oct. 2023
Established Ikigoshi Certified Public
Independent officer
Accountant Office (current position)
Candidate for Outside Director(Significant concurrent positions outside the Company)
Representative of Ikigoshi Certified Public Accountant Office(Summary of reasons for nomination of candidate for Outside Director and expected responsibilities)
Emiko Ikigoshi possesses professional knowledge and experience as a certified public accountant where she has
obtained abundant knowledge into finance and accounting. The Company judges she will be able to provide advice on
the Company’s management and perform an appropriate supervisory function from an objective and specialized pointof view if she is appointed as an Outside Director, and accordingly proposes her as a candidate for Outside Director.
Although she has no experience in the past of corporate management, the Company judges, based on the above reasons,that she will be able to fulfill the roles and duties of Outside Director appropriately.
1. There is no special interest between any of the candidates and the Company.
2. Koji Mizumoto, Yuko Tsuno, and Emiko Ikigoshi are candidates for Outside Director.
3. Koji Mizumoto, Yuko Tsuno, and Emiko Ikigoshi satisfy the requirements for an independent officer as provided for by
Tokyo Stock Exchange, Inc., and the Company has submitted notification to the aforementioned exchange concerning the

Candidate
No.

6

7

Notes:

Name(Date of birth)

-9-

4.

5.
6.

7.

designation of Koji Mizumoto and Yuko Tsuno as independent officers. If they are re-elected, the Company plans to submit
notification to the aforementioned exchange concerning the renewal of their designation as independent officers. If Emiko
Ikigoshi is elected, the Company plans to submit notification to the aforementioned exchange concerning her designation
as an independent officer.
The Company has set out its Criteria for the Independence of Outside Officers of the Company.
(The Company’s website: https://www.hisaka.co.jp/company_info/outline.html) (Japanese only)
All of the candidates for Outside Directors nominated in this proposal have satisfied these standards.
Koji Mizumoto and Yuko Tsuno are currently Outside Directors of the Company. At the conclusion of this meeting, theirtenures since assuming office as Outside Directors will have been five years.
Limited liability agreements with candidates for Outside Directors
To secure human resources who are valuable as Outside Directors, the Company’s Articles of Incorporation haveprescribed that the Company is allowed to enter into a limited liability agreement with Outside Directors. Pursuant to theprovisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into agreements with Koji
Mizumoto and Yuko Tsuno to limit their liability for damages under Article 423, paragraph (1) of the Companies Act. Ifthey are re-elected, the Company plans to renew the aforementioned agreements with them. If Emiko Ikigoshi is elected,
the Company also plans to enter into the same limited liability agreement with her.
An outline of the limited liability agreement is as follows:
Pursuant to Article 427, paragraph (1) of the Companies Act, in line with the provisions of the Articles of Incorporationthat allow for the Company to enter into an agreement to limit liability for damages, the maximum amount of liability fordamages under this agreement is 1 million yen or the minimum amount provided for under laws and regulations, whicheveris higher.
Liability Insurance Policy for Directors and Executive officers
The Company has entered into a directors and officers liability insurance agreement with the insurance company pursuant
to Article 430-3, paragraph (1) of the Companies Act. A summary of details of the insurance agreement is provided on
page 24 of the Business Report (in Japanese only). Provided that a candidate for Director is approved, he or she will becovered as an insured party under the said insurance policy.
The Company is scheduled to renew the said insurance policy with the same details at the time of renewal.

- 10 -

[Reference] Skill Matrix for Director (planned after the conclusion of this Meeting)●

Hiroshi Hatano●●

Koji Mizumoto

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●
●

Yuko Tsuno●

Emiko Ikigoshi
Naoto
Hattori

Akira

Audit andSupervisory●

Committee
MemberAudit andSupervisory

Nakai

Committee
MemberNoriyuki
FujitaSupervisory
Committee●●

Sustainability●●

Internal control●●

Legal affairs andAkihito Adachi●

Human Resources andLabor Management●

Finance and Accounting●

Management Planning●●

Quality

Toshiya Usami

Manufacturing and●Internationality●

Technology andSales

Yoshikazu Takeshita

Director

Research development

Corporate management

Expertise that the Company expects for Directors(including Directors who are Audit and Supervisory Committee Members)

●

●

●

●
●

●

●

●

●

●

●

●

●

Audit and●●Member*The above matrix does not present all of the expertise possessed by the respective Directors.

- 11 -●