Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 6358
June 5, 2024
To our shareholders:
Ichiro Sakai
President and Representing Director

SAKAI HEAVY INDUSTRIES, LTD.
1-9-9 Shibadaimon, Minato-ku, Tokyo

Notice of the 76th Annual General Meeting of Shareholders
We are pleased to announce the 76th Annual General Meeting of Shareholders of SAKAI HEAVY
INDUSTRIES, LTD. (the “Company”), which will be held as indicated below.
The Company’s website
https://www.sakainet.co.jp/ir/stock/soukai.html (in Japanese)(Access the website above, and from the menu, select “Investor Relations,” “Stock Information,” and“General Meeting of Shareholders” to find the notice.)
In addition to the Company’s website, the matters subject to measures for electronic provision are posted on
the following website of Tokyo Stock Exchange (TSE).
Tokyo Stock Exchange’s website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website above, enter the Company’s name “SAKAI HEAVY INDUSTRIES” in the “Issue
name (company name)” field or its securities code “6358” in the “Code” field to search for the Company,
select “Basic information” and “Documents for public inspection/PR information” in that order, and thenfind the information posted in “[Notice of General Shareholders Meeting /Informational Materials for a
General Shareholders Meeting].”)
In lieu of attending the meeting in person, you may exercise your voting rights in writing (by postal mail) or
via the Internet. Please review the attached Reference Documents for General Meeting of Shareholders, andindicate your approval or disapproval of the proposals in the voting form, and exercise your voting rights nolater than 5:45 p.m. on Wednesday, June 26, 2024 (JST).

-1-1. Date and Time:Thursday, June 27, 2024 at 10:00 a.m. (JST)

2. Venue:

Shiba Park Hotel, 2F, Rose
1-5-10 Shiba Koen, Minato-ku, Tokyo

3. Purposes:
Items to be reported:
1. The Business Report and the Consolidated Financial Statements for the 76th fiscal year (from
April 1, 2023 to March 31, 2024), and the results of audits of the Consolidated Financial
Statements by the Financial Auditor and the Audit and Supervisory Committee
2. The Non-consolidated Financial Statements for the 76th fiscal year (from April 1, 2023 toMarch 31, 2024)
Items to be resolved:
Proposal No. 1 Appropriation of Surplus
Proposal No. 2 Election of Two Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 3 Election of One Director Who Is an Audit and Supervisory Committee Member
4. Instructions for Exercising Voting Rights
Please refer to the “Instructions for Exercising Voting Rights” on page 3.
5. Matters related to electronic provision measures
Along with this document, we will deliver the documents of matters subject to measures for electronic
provision to shareholders who have requested paper-based delivery. However, the following items are
excluded from the documents, pursuant to the provisions of laws and regulations and Article 15 of the
Articles of Incorporation of the Company:(1) “Resolutions regarding the System to Ensure the Appropriateness of Business Operations,” “Basic
Policy and Progress of System Development for Eliminating Antisocial Forces,” “Overview ofOperation Status to Ensure the Appropriateness of Business Operations,” and “Basic Policy forControl of Stock Company” in the Business Report(2) “Notes to Consolidated Financial Statements” in the Consolidated Financial Statements(3) “Notes to Non-consolidated Financial Statements” in the Non-consolidated Financial Statements
Therefore, the delivered documents make up a part of the Consolidated Financial Statements and Nonconsolidated Financial Statements audited by the Financial Auditor in preparing its Financial Auditor’sReports, and a part of the Business Report, Consolidated Financial Statements and Non-consolidated
Financial Statements audited by the Audit and Supervisory Committee in preparing its Audit Report.
If you attend the meeting in person, please submit the voting form at the reception desk.
Should the matters subject to measures for electronic provision require revisions, the description of the revisions, the original
versions, and the revised versions will be posted on the Company’s website and TSE website, described above, on the Internet.

-2-

Instructions for Exercising Voting Rights
The exercise of voting rights in the General Meeting of Shareholders is the important right of allshareholders.
Please exercise your voting rights after reviewing the Reference Documents for the General Meeting of
Shareholders.
There are three ways to exercise your voting rights as described below.
Attending the General Meeting of Shareholders
Please submit the voting form at the reception desk.
Date and time: Thursday, June 27, 2024, at 10:00 a.m. (JST)Exercising Voting Rights in Writing (by Postal Mail)
Please indicate your approval or disapproval of each proposal on the voting form, and post it without
affixing postage stamps.
Exercise due date: to be received by 5:45 p.m. on Wednesday, June 26, 2024 (JST)Exercising Voting Rights via the Internet
Please indicate your approval or disapproval of each proposal in accordance with the instructions on thefollowing page.
Exercise due date: to be given by 5:45 p.m. on Wednesday, June 26, 2024 (JST)Instructions for Filling Out the Voting Form
Proposals No. 1 and No. 3
 If you approve, put a circle in the box marked 賛.
 If you disapprove, put a circle in the box marked 否.
Proposals No. 2
 If you approve all candidates, put a circle in the box marked 賛.
 If you disapprove all candidates, put a circle in the box marked 否.
 If you disapprove of some candidates, put a circle in the box marked 賛 and write the candidates’
number of whom you disapprove.
 If you exercise your voting rights both in writing (by postal mail) and via the Internet, we will only
accept the exercise of your voting rights via the Internet as effective. If you exercise your voting rights
more than once via the Internet, only the last vote shall be deemed effective.
 If neither approval nor disapproval of a proposal is indicated on the voting form you sent by postal mail,it shall be deemed a vote of approval.

-3-

Instructions for Exercising Voting Rights via the Internet, Etc.
How to scan the QR CodeYou can log in to the voting rights exercising website without entering the login ID and temporary
password indicated on the voting form.
1. Scan the QR Code indicated on the voting form.
Note: “QR Code” is a registered trademark of DENSO WAVE INCORPORATED.
2. Indicate your approval or disapproval by following the on-screen instructions.
How to enter your login ID and temporary password
Voting rights exercising website (https://evote.tr.mufg.jp/)
1. Access the voting rights exercising website.
2. Enter the “login ID and temporary password” indicated on the voting form and click “Login.”
3. Indicate your approval or disapproval by following the on-screen instructions.

If you have any difficulties about the use of apersonal computer or smartphone for exercising
your voting rights via the Internet, pleasecontact:

Securities Agency Division (Help Desk), Mitsubishi UFJ Trust andBanking Corporation

Phone: 0120-173-027(toll-free and available from 9:00 a.m. to 9:00 p.m., only in Japan)-4-Reference Documents for the General Meeting of Shareholders
Proposal No. 1 Appropriation of Surplus
The Company proposes the appropriation of surplus as follows:
Year-end dividends
The Company works to secure a stable management base over the long term, and also places importance on
the continuation of stable dividends, and makes it a basic policy to distribute results that are supported bybusiness performance and a sound financial structure.
The Company has given comprehensive consideration to matters including the business performance of the
fiscal year, and it proposes to pay year-end dividends for the fiscal year as follows:(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amount
195 yen per common share of the Company
Total dividends: 828,886,695 yen
Accordingly, the annual dividend for the fiscal year, including the interim dividend, will be 285
yen per share.
(3) Effective date of dividends of surplus

June 28, 2024

Reference
Dividend trends(Yen)Interim dividend

Year-end dividend

400

285

300

165

200
100
0

200
195

80

105

50
30

60

80

90

73rd term

74th term

75th term

76th term(planned)

120

-5-

Proposal No. 2 Election of Two Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)
The terms of office of two Directors, excluding Directors who are Audit and Supervisory Committee
Members, will expire at the conclusion of this meeting. Therefore, the Company proposes the election of two
Directors, excluding Directors who are Audit and Supervisory Committee Members.
Candidates for the role of Director (excluding Director who is an Audit and Supervisory Committee Member)are as follows:
Candidate No.

1

Date of birth
December 4, 1961

Ichiro Sakai

Reelection

Career summary, and position and responsibility in the Company (Significant concurrent
positions outside the Company)
July 1990
Joined the Company
June 1991

Director and Deputy General Manager of Corporate Planning Office

July 1993

Managing Director and General Manager of Business Promotion Office

Mar. 1995
Number of theApr. 1995
Company’s shares
owned: 137,364 shares Jan. 2000
Tenure:33 years Dec. 2008
June 2019

President and Representing Director (current position)
Director and Chairman of SAKAI AMERICA, INC.
Director and Chairman of SAKAI AMERICA MANUFACTURING, INC.
Director and Chairman of SAKAI AMERICA, INC.
Outside Director of PRONEXUS INC. (current position)

Attendance atBoard of Directors
Reasons for nomination as candidate for Director
meetings:
19/19 Ichiro Sakai assumed the office as Director in June 1991, and has served as President andRepresenting Director of the Company since March 1995, and has abundant experience andadvanced knowledge as a manager. The Company has nominated him as a candidate for Director
because he is considered to be suitable for the medium-term development of the Group and thestrengthening of corporate governance.

-6-

Candidate No.

2

Kenichi Mizuuchi

Date of birth
February 23, 1955

Reelection

Career summary, and position and responsibility in the Company (Significant concurrent
positions outside the Company)
Aug. 1982
Joined the Company
Apr. 1995

Head of Shikoku Sales Office, Domestic Sales Department, Sales Division

Apr. 2006

General Manager of Extensive Sales Department, Domestic Business Division

Apr. 2014

General Manager of Domestic Business Division and General Manager ofDomestic Sales Department

Number of theCompany’s shares
owned: 19,000 shares June 2014
Tenure:2 years

June 2016
Attendance atBoard of Directors
July 2017
meetings:
16/19

Director, General Manager of Domestic Business Division, General Manager ofDomestic Sales Department
Director, General Manager of Domestic Business Division and General Manager
of Domestic Sales Department
Managing Director, General Manager of Domestic Business Division and General
Manager of Domestic Sales Department

June 2019

Managing Executive Officer, General Manager of Domestic Business Division andGeneral Manager of Domestic Sales Department

Apr. 2020

Senior Managing Executive Officer, General Manager of Domestic Business
Division and General Manager of Domestic Sales Department

Apr. 2022

Senior Managing Executive Officer and General Manager of Domestic Business
Division

June 2022

Director, Senior Managing Executive Officer and General Manager ofDomestic Business Division (current position)

Reasons for nomination as candidate for Director
Kenichi Mizuuchi assumed the Office as Director in June 2014, and has been engaged in the sales
activities of the Company’s products in the domestic market as General Manager of Domestic
Business Division. The Company has nominated him as a candidate for Director because he hasabundant sales and marketing experience in road machinery and is considered to be suitable fordeveloping the Company’s global niche strategy.
Notes: 1.
2.

There is no special interest between each of the candidates and the Company.
The Company has entered into a directors and officers liability insurance policy with an insurance company as
stipulated in Article 430-3, paragraph (1) of the Companies Act of Japan, and the policy covers damages andlitigation expenses incurred by the insured, including the Company’s Directors. (However, there are certain
exemptions, such as damages not being covered for acts committed by the insured with the knowledge that they
were in violation of laws and regulations). In the event that each candidate is elected and assumes the office as a
Director, they will be the insured under the policy. In addition, the Company plans to renew the policy with thesame terms at the next renewal.

-7-

Proposal No. 3 Election of One Director Who Is an Audit and Supervisory Committee
MemberOut of three Directors who are Audit and Supervisory Committee Members, the term of office of Director
Kaori Sato will expire at the conclusion of this meeting. Accordingly, the Company proposes to elect one
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.
Candidate for the role of Director who is an Audit and Supervisory Committee Member is as follows:
Date of birth
November 19, 1971

Kaori Sato

Reelection

Career summary, and position and responsibility in the Company (Significant concurrent
positions outside the Company)
Jan. 1993
Joined SATO Co., ltd.
Jan. 2007

Senior Managing Director of SATO Co., ltd.

Nov. 2012

Representative Director of SATO Co., ltd. (current position)

June 2022
Director and Audit and Supervisory Committee Member of the Company
Number of the(current position)
Company’s shares
owned:
650 shares Reasons for nomination as candidate for outside Director and outline of expected roles
Kaori Sato is a female manager who has served as Representative Director of SATO Co., ltd. since
Tenure:2 years November 2012 and has extensive experience in management of construction equipment rental andoverseas business. She also has extensive insight on the Company’s road machinery business, andAttendance at
the Company believes she is suitable to serve as an outside Director who is an Audit and Supervisory
Board of Directors
meetings:
19/19 Committee Member.
Attendance at
Audit and Supervisory
Committee
meetings:
14/14
Notes: 1.
2.
3.
4.

5.

6.

There is no special interest between the candidate and the Company.
Kaori Sato is a candidate for outside Director of the Company.
Kaori Sato is designated as an independent officer as provided for by the Tokyo Stock Exchange. If the election ofKaori Sato is approved, the Company will continue its designation of Kaori Sato as an independent officer.
Pursuant to Article 427, paragraph (1) of the Companies Act of Japan, the Company entered into an agreementwith Kaori Sato to limit her liability for damages under Article 423, paragraph (1) of the same Act. The maximum
amount of liability for damages based on such agreement shall be the minimum liability amount stipulated in
Article 425, paragraph (1) of the same Act. In the event that Kaori Sato is reelected, the Company will continue
this agreement with her.
The Company has entered into a directors and officers liability insurance policy with an insurance company as
stipulated in Article 430-3, paragraph (1) of the Companies Act of Japan, and the policy covers damages andlitigation expenses incurred by the insured, including the Company’s Directors. (However, there are certain
exemptions, such as damages not being covered for acts committed by the insured with the knowledge that they
were in violation of laws and regulations). In the event that the candidate is elected and assumes the office as a
Director, the candidate will be the insured under the policy. In addition, the Company plans to renew the policy
with the same terms at the next renewal.
The transactions between SATO Co., ltd., for which Kaori Sato currently serves as Representative Director, andthe Company are minimal, accounting for about 0.1% of the Company’s consolidated net sales for the fiscal year
under review. Therefore, there is no business relationship that should be noted as having an impact on theperformance of her duties as an outside Director.

-8-Current status of the corporate group(1) Progress and results of operations
The business environment affecting SAKAI HEAVY INDUSTRIES, LTD. and its subsidiaries (the“Group”) during the fiscal year ended March 31, 2024 (April 1, 2023 to March 31, 2024) experienced a
new phase of change in the world’s socio-economic situation as it entered a period of adjustment fromthe global expansion of inflation and monetary tightening policies and the rapid economic recovery post
COVID-19, as well as the tense security situation due to expanding conflict in the Middle East and social
structural changes associated with the increasing adoption of generative AI technologies.
Under these circumstances, the Group has been working to transform its management structure to adapt
to the new business environment by reforming its profit structure through sales price revisions and higher
value addition, creating new value addition and improving productivity through human capital
investment and DX, as well as modifying its supply chain and global business activities based on thepremise of economic bloc creation.
As a result, net sales for the fiscal year under review were 33,020 million yen, an increase of 5.0% year
on year. This achievement was supported by covering the drop in sales to Japan and Asia by expanded
sales to North America. Operating profit was 3,310 million yen, an increase of 32.4% year on year. Thiswas contributed by progress made in profit structure reforms and the positive effect of yen depreciation.
Consequently, ordinary profit was 3,320 million yen, an increase of 42.8% year on year, and profit
attributable to owners of parent was 2,440 million yen, an increase of 44.0% year on year.
The following presents net sales on a consolidated basis by geographic segment.
Net sales in Japan were 14,320 million yen, a decrease of 5.8% year on year, due to a standstill inconstruction equipment investment in the face of repeated price revisions and the 2024 issue inconstruction and logistics, despite continued solid construction investment backed by the measures toaccelerate national land resilience.
Net sales to overseas were 18,690 million yen, an increase of 15.1% year on year, due to favorable sales
in the North American and Indonesian markets amid a patchy market environment.
Net sales to North America were 9,700 million yen, an increase of 25.1% year on year, as theInfrastructure Investment Act resulted in a continued high level of construction.
Net sales to Asia were 7,560 million yen, a decrease of 2.9% year on year, due to a slowdown in the
Chinese and ASEAN markets, despite a strong performance in the Indonesian market.
Net sales to other markets were 1,430 million yen, an increase of 103.8% year on year, due to the steadytrend in Oceania market and a buildup of ODA projects in Africa.

-9-75th term
(Previous fiscal year)

76th term(Fiscal year under review)(From April 1, 2022 toMarch 31, 2023)(From April 1, 2023 toMarch 31, 2024)

Amount(Millions of yen)Amount(Millions of yen)Amount(Millions ofyen)

Increase(Decrease)(%)

31,45933,0201,560

5.0Operating profit

2,506

3,318

812

32.4

Ordinary profit

2,327

3,324

996

42.8

Profit attributable to owners of parent

1,694

2,440

746

44.0

Net sales

Year-on-year change

Net sales in Japan and overseas are as presented in the following table.

Geographic segment

75th term(Previous fiscal year)

76th term(Fiscal year under review)(From April 1, 2022 toMarch 31, 2023)(From April 1, 2023 toMarch 31, 2024)

Amount(Millions ofyen)

Composition
ratio
(%)

Amount(Millions ofyen)

Composition
ratio
(%)

Year-on-year change
Amount(Millions ofyen)

Increase(Decrease)
(%)

Japan

15,20848.3

14,320

43.4

(888)

(5.8)

Overseas

16,251

51.7

18,699

56.6

2,448

15.1

North America

7,751

24.7

9,700

29.4

1,948

25.1

Asia

7,796

24.8

7,566

22.9

(229)

(2.9)

Others

703

2.2

1,432

4.3

729

103.8

31,459100.0

33,020

100.0

1,560

5.0

Total

Note: Major countries and regions that belong to each overseas geographic segment in the fiscal year under review
North America .............................................................. United States
Asia ............................................................................... Indonesia, China and the various countries surrounding the
Mekong River
Others ........................................................................... Africa, Oceania and Central and South America- 10 -

(2) Issues to be addressed
In Japan, the market is expected to return to a recovery trend following a temporary lull due to continued
solid construction investment with five-year acceleration measures for national land resilience, althougha wide range of cost increases, including for construction machinery, and structural adjustments
throughout the supply chain due to the 2024 issue of construction and logistics persist. In the North
American market, a high level of government construction investment based on the Infrastructure
Investment Act continues, with a firm market environment anticipated. In the Asian market, although the
Chinese market continues to be sluggish, the ASEAN market is expected to bottom out due to strong
domestic demand.
Prices, wages, and interest rates in Japan are expected to rise to balance the gap with overseas countries.
Overseas, supply chain risks and resource and logistics costs are expected to remain high as the global
economy continues its fragmentation due to tensions in Ukraine and the Middle East.
Under these market environment changes and renewed cost increases, the Group will continue tostrengthen its profit structure and human resources structural capability by continuing to revise sales
prices, adding value to its businesses, reforming its profit structure by creating new value addition
through DX, improving wages and stabilizing employment, increasing the number of skilled workers
onsite, and improving the workplace environment through human capital investment.
The Group also makes continuous efforts to further develop Asian markets while pioneering North
American markets, expand overseas business domains, leverage innovative technology to create nextgeneration businesses, and promote growth strategy to be more responsive to demand changes. In
addition, the Group actively promotes ESG to grow corporate value in the medium- to long-term.

- 11 -

Consolidated Financial Statements
Consolidated Balance Sheet (As of March 31, 2024)
Item
AssetsCurrent assets
Cash and deposits
Notes and accounts receivable - trade
Electronically recorded monetaryclaims - operating
Merchandise and finished goods
Work in process
Raw materials and supplies
Other
Allowance for doubtful accounts
Non-current assets
Property, plant and equipment
Buildings and structures
Machinery, equipment andvehiclesLand
Leased assets
Other
Intangible assets
Investments and other assets
Investment securities
Deferred tax assets
Other
Allowance for doubtful accounts

AmountItem
Liabilities
Current liabilities
Notes and accounts payable - trade28,637,323
8,383,385
7,097,977

Electronically recorded obligations operating

1,400,759
4,576,542
1,286,375
4,795,261
1,102,359(5,336)
15,600,035
7,573,903
3,089,787

13,180,760
1,663,632
4,461,405

Short-term borrowings
Income taxes payable
Provision for product warranties
Other
Non-current liabilities
Long-term borrowings
Lease liabilities
Deferred tax liabilities
Retirement benefit liability
Other4,629,322
393,833
350,818
1,681,748
1,890,731
155,672
266,915
1,144,202
191,422
132,518

3,358,882

Total liabilities

15,071,492

273,956
154,877
255,0887,771,042
6,036,108
268,396
1,466,537(0)

Net assets
Shareholders’ equity
Share capital
Capital surplus
Retained earnings
Treasury shares

23,702,538
3,337,367
6,583,310
14,191,837(409,977)

696,399

Accumulated other comprehensive
incomeValuation difference on available-forsale securities
Foreign currency translation
adjustment
Remeasurements of defined benefit
plans
Non-controlling interests

Total assets(Thousands of yen)Amount44,237,358

5,391,315
3,380,016
2,027,177(15,878)
72,012

Total net assets

29,165,866

Total liabilities and net assets

44,237,358

Note: Listed amounts have been rounded down to the nearest thousand yen.

- 12 -

Consolidated Statement of Income (From April 1, 2023 to March 31, 2024)
Item(Thousands of yen)AmountNet sales
Cost of sales

33,020,799
23,650,889

Gross profit
Selling, general and administrative expenses

9,369,909
6,050,972

Operating profit
Non-operating income
Interest income
Dividend income
Foreign exchange gains
Other

3,318,936
9,664
175,341
82,88743,150Non-operating expenses
Interest expenses
Bank charge
Other

227,786
72,197
5,718

Ordinary profit
Extraordinary income
Gain on sale of non-current assets

311,043

305,7023,324,276

431

Profit before income taxes
Income taxes - current
Income taxes - deferred431
3,324,708

720,791
156,121876,913

ProfitProfit attributable to non-controlling interests

2,447,795
7,253

Profit attributable to owners of parent

2,440,541

Note: Listed amounts have been rounded down to the nearest thousand yen.

- 13 -

Consolidated Statement of Changes in Equity (From April 1, 2023 to March 31, 2024)(Thousands of yen)
Shareholders’ equity
Share capital
Balance at beginning of
periodCapital surplus

Retained earnings

3,295,841

6,541,784

12,642,202

41,526

41,526

Treasury shares

Total shareholders’equity(405,251)

22,074,576

Changes during period
Issuance of new shares

83,053

Dividends of surplus(890,905)(890,905)

Profit attributable to ownersof parent

2,440,541

2,440,541

Purchase of treasury shares(4,726)(4,726)

Net changes in items otherthan shareholders’ equity
Total changes during period

41,526

41,526

1,549,635(4,726)

1,627,962

Balance at end of period

3,337,367

6,583,310

14,191,837(409,977)

23,702,538

Accumulated other comprehensive income
Total
Valuation
Foreign currency Remeasurements accumulateddifference ontranslationof defined
otheravailable-for-saleadjustment
benefit planscomprehensive
securities
incomeBalance at beginning of
period

1,837,502

1,319,532

1,162

3,158,197

Non-controlling
Total net assetsinterests

63,06425,295,837

Changes during period
Issuance of new shares

83,053

Dividends of surplus(890,905)

Profit attributable to ownersof parent

2,440,541

Purchase of treasury shares(4,726)

Net changes in items otherthan shareholders’ equity

1,542,514

707,644(17,040)

2,233,118

8,948

2,242,066

Total changes during period

1,542,514

707,644(17,040)

2,233,118

8,948

3,870,028

Balance at end of period

3,380,016

2,027,177(15,878)

5,391,315

72,012

29,165,866

Note: Listed amounts have been rounded down to the nearest thousand yen.

- 14 -