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. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation. (Stock Exchange Code 6958) June 6, 2024 (Start date of measures for electronic provision: June 3, 2024) To Shareholders with Voting Rights: Isao Osawa President CMK Corporation 6-5-1 Nishi-Shinjuku, Shinjuku-ku, Tokyo
NOTICE OF
THE 64TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders: We would like to express our appreciation for your continued support and patronage. You are cordially invited to attend the 64th Annual General Meeting of Shareholders of CMK Corporation (the "Company"). The meeting will be held for the purposes as described below. 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 measures for electronic provision are to be taken) in electronic format, and posts this information on the following websites. Please access either of the following websites using the internet addresses shown below to review the information. [Company website] https://www.cmk-corp.com/ir/stock/meeting.html (in Japanese) [Website containing materials of General Meetings of Shareholders] https://d.sokai.jp/6958/teiji/ (in Japanese) In addition to the abovementioned websites, said items subject to measures for electronic provision are also posted on the website of the Tokyo Stock Exchange (TSE), which can be accessed at the following address. [Tokyo Stock Exchange 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 “CMK Corporation” in “Issue name (company name)" or the Company's securities code "6958" 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 unable to attend the meeting, you can exercise your voting rights in writing (by post) or via the Internet. Please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:10 p.m. on Monday, June 25, 2024, Japan time. 1.  Date and Time: Wednesday, June 26, 2024 at 10:00 a.m. Japan time 2. Place: 3. Meeting Agenda: Proposals to be resolved: Proposal 1: Proposal 2: Proposal 3: 4.
Shinjuku-ku, Tokyo (In consideration of the convenience of more shareholders, we have decided to hold the meeting in Shinjuku-ku, Tokyo, where our head office is located.) Matters to be reported:  1.  The Business Report, Consolidated Financial Statements for the Company’s 64th Fiscal Year (April 1, 2023 - March 31, 2024) and results of audits by the Accounting Auditor and the Board of Corporate Auditors of the Consolidated Financial Statements 2. Non-consolidated Financial Statements for the Company’s 64th Fiscal Year (April 1, 2023 - March 31, 2024) Appropriation of Surplus Election of Nine (9) Directors Election of One (1) Substitute Corporate Auditor Matters Decided in Connection with this Convocation (Exercise of Voting Rights) (1) If neither approval nor disapproval of a proposal is indicated on the Voting Rights Exercise Form when exercising your voting rights in writing (by post), it shall be deemed a vote of approval for the Company proposal. (2) If you exercise your voting rights multiple times via the Internet, only the final vote exercised shall be deemed as valid. (3) If you exercise your voting rights via the Internet and in writing (by post), the voting right exercised via the Internet shall be deemed as the valid vote, regardless of the time of arrival. --- ---------- -  When attending the meeting, please submit the enclosed Voting Rights Exercise Form sent out with this Convocation Notice at the reception desk. - Any changes to the items subject to measures for electronic provision will be published on the abovementioned websites, with details before and after said changes. -  For this general meeting of shareholders, the paper based documents stating the items subject to measures for electronic provision will be provided to all shareholders regardless of whether they have made a request for delivery of such documents. Of the items subject to measures for electronic provision, the following matters are not included in written materials sent in accordance with laws and regulations, as well as Article 16 of the Company’s Articles of Incorporation. (1) Consolidated Statement of Changes in Net Assets (2) Notes to Consolidated Financial Statements (3) Non-consolidated Statement of Changes in Net Assets (4) Notes to Non-consolidated Financial Statements Accordingly, this document is a part of the consolidated financial statements or financial statements audited by the corporate auditors and the accounting auditors at the time of preparation of the audit report. - There will be no gifts provided to shareholders attending the General Meeting of Shareholders.
Proposals and References Proposal 1: Appropriation of Surplus The appropriation of surplus is proposed as follows. Matters concerning the year-end dividend: The Company considers the return of profits to shareholders as one of its most important measures. The Company's basic policy is to implement the stable and continued payment of dividends targeting a consolidated dividend payout ratio of around 30%, while securing the necessary internal reserves for strengthening the management structure and future business development, as well as taking into consideration matters such as business performance and financial status. Based on this policy, the Company proposes a year-end dividend for the fiscal year under review of 19 yen per share, as follows. (1) Type of dividend property Cash (2) Matters concerning the allotment of dividend property to shareholders and the total amount thereof 19yen per share of common stock of the Company Total amount: 1,353,381,153 yen (3) Effective date of distribution of surplus June 27, 2024
Election of Nine (9) Directors
Proposal 2:

Mr. Mitsuru Kaitoh has been providing useful advice on the Company's management, and supervision from an independent standpoint, by utilizing his ample experience and wide-ranging knowledge through his many years of work experience in the manufacturing industry and as a Representative Director, and by making comments as appropriate at meetings of the Board of Directors. He is expected to provide advice from a management perspective and contribute to the improvement of objectivity and transparency of the Nomination and Remuneration Advisory Committee, with the aim of continuously improving the Group's corporate value, and therefore continues to propose to elect him as Director. He is the Representative Director and Chairman of ROKU-ROKU SMART TECHNOLOGY CO., LTD. have a business relationship for equipment and parts, etc., but the amount of transaction is minimal, less than 0.1% of net sales of both companies, and therefore it is not a significant business relationship.
Company proposes his election as candidate for Outside Director. Mr. Shoshiro Taneichi has been providing useful advice on the Company's management, and supervision from an independent standpoint, by utilizing his extensive experience in key management positions at his previous position, including experience as an auditor and by making comments as appropriate at meetings of the Board of Directors. He is expected to provide advice from a management perspective and contribute to the improvement of objectivity and transparency of the Nomination and Remuneration Advisory Committee, with the aim of continuously improving the Group's corporate value, and therefore continues to propose to elect him as Director. 9 3. The Company has submitted notification that Ms. Rika Sato and Mr. Mitsuru Kaitoh and Mr. Shoshiro Taneichi have been designated as Independent Directors/Auditors as stipulated by the Tokyo Stock Exchange. If Ms. Rika Sato and Mr. Mitsuru Kaitoh and Mr. Shoshiro Taneichi are re-elected as Outside Directors, the Company intends to submit notification concerning their continuing appointment as Independent Directors. 4. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has concluded a liability limitation agreement with Ms. Rika Sato, and Mr. Mitsuru Kaitoh and Mr. Shoshiro Taneichi to limit the liability under Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement is the amount stipulated by laws and regulations. If the reelection of Ms. Rika Sato and Mr. Mitsuru Kaitoh and Mr. Shoshiro Taneichi is approved, the Company plans to continue the same agreement with them. 5. The Company has entered into a directors and officers liability insurance agreement with an insurance company as provided for in Article 430-3, Paragraph 1 of the Companies Act, and plans to continue and renew the said agreement with similar content. The said insurance covers damages that may arise from the insured parties assuming responsibility. All candidates for Director will be insured under the said insurance agreement if they are elected as Director. In order to fill a deficiency in the number of Corporate Auditors stipulated under laws and regulations, the election of one (1) Substitute Corporate Auditor is proposed. The effective period of the term of office of the Substitute Corporate Auditor is from the conclusion of this General Meeting to the time of the next Annual General Meeting of Shareholders. The candidate for Substitute Corporate Auditor is as follows.
attorney as well as strengthen the auditing system of the Company from her objective standpoint. While she has not had previous involvement with corporate management except for being an Outside Officer, it has been determined that she can appropriately carry out her duties as Outside Corporate Auditor for the above reasons. (Notes)  1. There are no special interests between each candidate for Substitute Corporate Auditor and the Company. 2. The Company elects Ms. Yukako Oshimi as Substitute Outside Corporate Auditor. She meets the requirements for Independent Director/Auditor stipulated by the Tokyo Stock Exchange. 3. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has concluded a liability limitation agreement with Outside Corporate Auditors to limit the liability under Article 423, Paragraph 1 of the Companies Act. If she assumes the office of Outside Corporate Auditor, the Company plans to conclude the agreement with her. The maximum amount of liability pursuant to the agreement is the amount stipulated by laws and regulations. 4. The Company has entered into a directors and officers liability insurance agreement with an insurance company as provided for in Article 430-3, Paragraph 1 of the Companies Act, and plans to continue and renew the said agreement with similar content. The said insurance covers damages that may arise from the insured parties assuming responsibility. Candidate for substitute Corporate Auditor will be insured under the said insurance agreement if they are elected as substitute Corporate Auditor. (Reference) Skill Matrix of the Board of Directors after the General Meeting of Shareholders If the Proposal 2 is approved and adopted as originally proposed at this General Meeting of Shareholders, the composition of Directors and Corporate Auditors, and the particularly expected roles, expertise and