Kyosan Electric Manufacturing Co., Ltd.TSE: 6742

Notice of Convocation of the 160th Ordinary General Meeting of Shareholders

· Issued by Kyosan Electric Manufacturing Co., Ltd.

Please note that the following is an unofficial English translation of Japanese Notice of Convocation of the 160th Ordinary General Meeting of Shareholders of Kyosan Electric Manufacturing Co., Ltd. Kyosan provides this translation for your reference purposes only and without any warranty as to its accuracy or otherwise. In the event of any discrepancy between this translation and the Japanese original, the latter shall prevail.

To Our Shareholders:

(Code No. 6742)

June 6, 2025 (Start Date of Electronic Provision Measures May 26, 2025)

Ryoji Kunisawa

Representative Director, President

Kyosan Electric Manufacturing Co., Ltd.

2-29-1 Heian-cho, Tsurumi-ku, Yokohama

Notice of Convocation of the 160th Ordinary General Meeting of Shareholders

Notice is hereby given that the 160th Ordinary General Meeting of Shareholders of Kyosan Electric Manufacturing Co., Ltd. ("Kyosan" or the "Company") will be held as described below.

As the Company is taking electronic provision measures in convening this General Meeting of Shareholders, matters subject to electronic provision measures are posted as the Notice of Convocation of the 160th Ordinary General Meeting of Shareholders on Internet websites.

Please check the documents by accessing them at either the Company's website or the TSE (Tokyo Stock Exchange) website.

In lieu of attending the meeting in person, you may otherwise exercise your voting rights in writing or via the Internet. Please refer to the Reference Documents for the Ordinary General Meeting of Shareholders, and exercise your voting rights by following the instructions on pages 5 to 6 of the Japanese version of this document by 5:00 p.m. Tuesday, June 24, 2025.

  1. Date and Time: 10:00 a.m. Wednesday, June 25, 2025
  2. Place: Kyosan Conference Room

    2-29-1 Heian-cho, Tsurumi-ku, Yokohama

  3. Purposes of the Meeting: Matters to be Reported: 1. Business Report, Consolidated Financial Statements for the 160th Term (from April 1, 2024 to March 31, 2025) and Reports of Audit of the Consolidated Financial Statements by the Accounting Auditors and Audit & Supervisory Board

    2. Report on the Financial Statements for the 160th Term (from April 1, 2024 to March 31, 2025)

    Matters to be Resolved: Proposal No. 1: Proposal No. 2:

    Appropriation of Surplus Election of Seven (7) Directors

    Proposal No. 3: Election of One (1) Substitute Audit & Supervisory Board

    Member

    Proposal No. 4: Introduction of a Performance-Linked Stock Compensation Plan for Directors (Excluding Non-executive Directors) Proposal No. 5: Continuation of the Response Policy to Large-Scale Purchases of Kyosan Shares (Takeover Response Policy) Websites Stating Measures Subject to Electronic Provision Measures

    The Company's website: https://www.kyosan.co.jp/ir/stock02.html The website of the TSE (Tokyo Stock Exchange): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

    If using the TSE's website, to view the documents, please conduct a search using the Issue name (company name) field or entering the securities code, and selecting Basic information followed by Documents for public inspection/PR information.

    • If you are attending the meeting, please submit the Voting Rights Exercise Form at the reception desk. To save resources, please bring this "Notice of Convocation" with you.

    • In addition to the Reference Documents for the Ordinary General Meeting of Shareholders, part of the Business Report (Items (1) - (4) of 1. Matters Concerning the Status of the Corporate Group) will be sent to shareholders who have not requested paper copies of the materials.

    • Based on the provisions of laws and regulations and our Articles of Incorporation, the Status of Accounting Auditor, the Company's Systems and Policies, and the Basic Policies Regarding the Company's Control as described in the Business Report, Notes to Consolidated Financial Statements, Non-consolidated Financial Statements, and the Audit Report are not included in the documents to be delivered to shareholders who have requested paper copies of the materials.

    • Each of the documents sent to shareholders forms part of the documents audited by the Audit & Supervisory Board Members and Accounting Auditors when preparing the Audit Report.

    • Should there be any revisions to the matters subject to electronic provision measures, the revised item, the description of the revision, and the item as it was before revision will be posted on the respective websites.

    To Shareholders Requiring Support

    Upon request, the Company will provide assistance with wheelchairs as well as guidance to seats and restrooms, etc. Please feel free to inform staff of your needs. Support for written communication will also be available at the reception desk.

    Proposals and Reference Information Proposal No. 1: Appropriation of Surplus

    The Group's shareholder return policy is as follows.

    • The Group is engaged in businesses of a highly social and public nature, including the Signaling Solutions Business for railways and road traffic, and believes that it is responsible for providing a stable supply of high-quality products. Therefore, the Group will continue its efforts to establish a stable management foundation on a long-term, continuous basis and to boost shareholders' equity.

    • The Group has formulated the three-year Medium-Term Management Plan "KYOSAN Next Step 2028," starting in April 2025. In order to achieve the basic policy of "establishing a globally recognized KYOSAN brand," and to create new value, the Group will work to resolve four materialities.

    • We aim for surplus dividends with a DOE in the mid-2% range, based on a balanced allocation between the investments necessary in each field to address these issues and stable shareholder returns according to medium to long term profit standards.

    Considering the policies described above and the consolidated business results of the fiscal year under review, the Company proposes to pay a year-end dividend of 18 yen per share for the fiscal year ended March 31, 2025, as disclosed in the "Notice Regarding Dividends of Surplus (Dividend Increase)" on May 14, 2025.

    Additionally, this will result in an annual dividend of 23 yen per share when combined with the interim dividend of 5 yen that has already been paid, a dividend increase of 3 yen compared to the previous fiscal year.

    Information on the year-end dividend
    1. Type of dividend assets

      Cash

    2. Appropriation of dividend assets to shareholders and amount of appropriation

      18 yen per share of Kyosan's common stock total amount 1,129,396,248 yen

    3. Surplus dividend effective date

June 26, 2025

Proposal No. 2: Election of Seven (7) Directors

The terms of office of all six (6) Directors will expire at the conclusion of this Ordinary General Meeting of Shareholders. Accordingly, the Company proposes to elect seven (7) Directors as shown below.

The number of Directors shall be increased by one (1) Internal Director who will concurrently serve as an Executive Officer, bringing the total number of Directors to seven (7) consisting of three (3) Internal Directors and four (4) Outside Directors, with the majority of the Board of Directors comprising Independent Outside Directors.

Each candidate for Director is decided upon by the Board of Directors based on a report of the Nomination and Remuneration Committee, a voluntary advisory body of the Board of Directors.

Candidates for the Directors (7)

No.

Name

Current Positions and Assignments in the Company

Attendance at

Board of Directors Meetings (160th Term)

1

Ryoji Kunisawa Reappointment

Representative Director, President

(In charge of Internal Auditing Office and R&D Center)

16 out of 16 meetings

(100%)

2

Tatsuya Fujii New appointment

Managing Executive Officer

(General Manager, Strategy Planning Headquarters; in charge of Corporate Strategy Office and

Corporate Planning & Investor Relations Dept.

-

3

Toru Onodera Reappointment

Director

16 out of 16 meetings

(100%)

4

Mihoko Kitamura

Reappointment

Director

Chairman of the Board of Directors

16 out of 16 meetings

(100%)

Outside

Independent

5

Hiroyuki Sasa

Reappointment

Director

Chairman of the Nomination and Remuneration Committee

16 out of 16 meetings

(100%)

Outside

Independent

6

Asako Nagai

Reappointment

Director

12 out of 12 meetings

(100%)

Outside

Independent

7

Tetsuya Nakano

New appointment

-

-

Outside

Independent

Outside

Reappointment

Candidate for reappointment Candidate for outside director

Independent

Candidate for independent officer stipulated by the Tokyo Stock Exchange

* The number of Board of Directors' meetings held between April 2024 and March 2025 was sixteen, and the number of Board of Directors' meetings held since Ms. Asako Nagai assumed office as Director was twelve.

No.

Name (Date of Birth)

Positions and Assignments in the Company

Biography and Status of Important Concurrent Positions

Number of the Company's Shares Held

Attendance at

Board of Directors Meetings

1



Ryoji Kunisawa (December 5,

1961)

[Reappointment]

Representative Director, President (In charge of Internal Auditing Office and R&D Center)

April 1984 Joined Kyosan

October 2011 General Manager, Railway Signal Division, 4th Engineering Dept., Kyosan

April 2014 Executive Officer, Kyosan

April 2019 Managing Executive Officer, Kyosan General Manager, Railway Signal Division, Kyosan

June 2019 Director, Kyosan

December 2020 Representative

Director and President, Kyosansystem Co., Ltd.

April 2022 Representative Director, President, Kyosan (current position)

160,200

shares

16/16

meetings (100%)

Reason for nomination as a candidate for Director

Having abundantly experienced operations primarily at Railway Signal Division, Mr. Ryoji Kunisawa had led the Division as General Manager of the Division, was appointed to Director of the Company in 2019, and has participated in the Group management.

He was appointed to Representative Director and President in April 2022. With his abundant experience and knowledge in business, he has led the Group management, including expanding operations globally. The Company believes that his experience and knowledge in these areas will contribute to the enhancement of the Company's corporate value, and therefore nominated him again as a candidate for Director.

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