Axell CorporationTSE: 6730

Notice of the 30th Ordinary General Meeting of shareholders

· Issued by Axell Corporation

These documents have been translated from Japanese originals for reference purposes only.

In the event of any discrepancy between these translated documents and the Japanese originals, the originals shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damage arising from the translations.

(Securities Code: 6730)

May 30, 2025

(Date of commencement of measures for electronic provision: May 23, 2025)

To Shareholders with Voting Rights:

Akihiro Saito

President & Representative Director AXELL CORPORATION

14-1, Sotokanda 4-chome, Chiyoda-ku, Tokyo, Japan

NOTICE OFTHE 30TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We hereby notify you that the 30th Ordinary General Meeting of Shareholders (the “Meeting”) of AXELL CORPORATION (“the Company”) will be held as follows.

When convening the Meeting, the Company has taken measures for electronic provision and has posted matters subject to measures for electronic provision as “Notice of the 30th Ordinary General Meeting of Shareholders” and “Other Matters Subject to Measures for Electronic Provision (Matters Excluded from Paper-based Documents Delivered to Shareholders)” on the following website.

[The Company website] https://www.axell.co.jp/en/ir/holder/#meeting

In addition to the above, the Company also has posted this information on the website of the Tokyo Stock Exchange (TSE). To view the information, please access the following TSE website (Listed Company Search), enter “AXELL” in the “Issue name (company name)” box or “6730” in the “Code” box, and click on “Search,” and then click on “Basic information” and select “Documents for public inspection/PR information.”

[TSE website] https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

Instead of attending the Meeting, you may exercise your voting rights via the Internet or in writing. Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights no later than 6:00 p.m. on Wednesday, June 18, 2025, Japan time.

  1. Date and Time: 10:00 a.m. on Thursday, June 19, 2025 (JST)
  2. Venue: Banquet room “Yukyu” on the second floor of Hotel Metropolitan Edmont located at 10-8, Iidabashi 3-chome, Chiyoda-ku, Tokyo, Japan
  3. Meeting Agenda:
Matters to be reported: 1. Business Report, Consolidated Financial Statements for FY2024 (from April 1, 2024 to March 31, 2025) and results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit and Supervisory Committee

2. Non-consolidated Financial Statements for FY2024 (from April 1, 2024 to March 31, 2025)

Proposals to be resolved:Proposal No. 1: Distribution of SurplusProposal No. 2: Election of Five Directors (Excluding Directors Serving as Audit and Supervisory Committee Members)

◎ If there is no indication of approval or disapproval of a proposal on the Voting Rights Exercise Form, we will treat it as an indication of approval.

◎ If any amendments are made to matters subject to measures for electronic provision, such amendments will be posted on the respective websites where the matters are posted.

https://www.axell.co.jp/en/>

Contents

Reference Documents for the General Meeting of Shareholders 6

Proposal No. 1: Distribution of Surplus 6

Proposal No. 2: Election of Five Directors (excluding Directors Serving as Audit and Supervisory Committee Members) 7

Business Report 14

  1. Overview of the Group 14

    1. Business in FY2024 14

    2. Trends in Assets and Income over the Past Three Fiscal Years 16

    3. Material Subsidiaries 16

    4. Issues to Be Addressed 17

    5. Principal Business (as of March 31, 2025) 18

    6. Principal Offices and Plants (as of March 31, 2025) 18

    7. Employees (as of March 31, 2025) 18

    8. Principal Lenders (as of March 31, 2025) 18

    9. Other Material Information on the Current Status of the Group 19

  2. Status of Shares (as of March 31, 2025) 20

    1. Total Number of Shares Authorized to Be Issued 20

    2. Total Number of Shares Issued 20

    3. Number of Shareholders 20

    4. Major Shareholders (Top 10) 20

    5. Shares Issued to Officers of the Company as Compensation for Duties Performed in FY2024 20

  3. Information on the Company’s Share Acquisition Rights, etc 21

    1. Share Acquisition Rights, etc. Held by the Company’s Officers as of March 31, 2025 21

    2. Share Acquisition Rights Issued to Employees, etc. during FY2024 21

  4. Company Officers 22

    1. Directors (as of March 31, 2025) 22

    2. Outline of Liability Limitation Agreement 23

    3. Outline of Directors and Officers Liability Insurance Agreement 23

    4. Remuneration, etc. for Directors 23

    5. Outside Officers 25

  5. Accounting Auditor 27

    1. Name 27

    2. Amount of Fees, etc 27

    3. Description of Non-auditing Business 27

    4. Policy regarding Determination of Termination or Nonrenewal of Appointment of Accounting

      Auditor 27

    5. Outline of Liability Limitation Agreement 27

  6. Outline of Systems to Ensure Compliance with Laws, Regulations and the Articles of Incorporation in the Execution of Duties and Other Systems to Ensure the Properness of Operations and Operational

    Status of Said Systems 28

    1. Systems to Ensure that Directors and Employees of the Company Comply with Laws, Regulations

      and the Articles of Incorporation in the Execution of Their Duties 28

    2. Systems concerning Storage and Management of Information on the Execution of Duties by

      Directors of the Company 28

    3. Internal Regulations and Other Systems concerning Risks of Loss of the Company 28

    4. Systems to Ensure the Efficient Execution of Duties by Directors of the Company 29

    5. Systems to Ensure the Properness of Business Operations in the Corporate Group Consisting of the Company, Its Parent Company and Subsidiaries 29

    6. Matters concerning Directors and Employees to Be Posted as Assistants to the Audit and Supervisory Committee of the Company for the Execution of Audit Duties, Matters concerning the Independence of Said Directors and Employees from Directors (excluding Directors Serving as Audit and Supervisory Committee Members) and Matters concerning Ensuring the Effectiveness of

      the Orders from the Audit and Supervisory Committee to Said Directors and Employees 29

    7. Systems for Directors (excluding Directors Serving as Audit and Supervisory Committee Members) and Employees of the Company to Report to the Audit and Supervisory Committee 29

    8. Systems to Ensure that Whistleblowers Pursuant to the Preceding Item Do Not Suffer from Any Disadvantageous Treatment due to their Reports 30

    9. Matters concerning the Policies for the Treatment of Expenses or Obligations to Be Incurred for the Execution of Duties by Audit and Supervisory Committee Member(s) 30

    10. Other Systems to Ensure the Effectiveness of Auditing by the Audit and Supervisory Committee of the Company 30

    11. Systems to Ensure the Reliability of Financial Reporting 30

  7. Policy for Determination of Distribution of Surplus, etc 32

  8. Basic Policy regarding the Company’s Control 32

Consolidated Balance Sheet 33

Consolidated Statement of Income 34

Consolidated Statement of Changes in Net Assets 35

Notes to Consolidated Financial Statements 36

Non-consolidated Balance Sheet 45

Non-consolidated Statement of Income 46

Non-consolidated Statement of Changes in Net Assets 47

Notes to Non-consolidated Financial Statements 48

Accounting Auditor’s Report on Consolidated Financial Statements 52

Accounting Auditor’s Report on Non-consolidated Financial Statements 54

Report of the Audit and Supervisory Committee 56

Earlier from Axell

All Axell news releases