Notice of the 91st Annual General Meeting of Shareholders

May 29, 2024 at 2:03 AM UTC · Issued by Morita Holdings Corporation

This document has been translated from 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 damage arising from the translation.

Securities Code: 6455 May 30, 2024 (Electronic measures provision commencement date: May 27, 2024)

To Shareholders with Voting Rights:

Shinichi Kanaoka

President

MORITA HOLDINGS CORPORATION

3-6-1Dosho-machi,Chuo-ku,Osaka-shi,

Osaka, Japan

NOTICE OF

THE 91st ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We would like to express our appreciation for your continued support and patronage.

We hereby inform you that the 91st Annual General Meeting of Shareholders of MORITA HOLDINGS CORPORATION (the "Company") will be held as described below.

In convening this General Meeting of Shareholders, the Company has taken measures for electronic provision. Matters to be provided electronically (Electronic Provision Measures Matters) are posted on the following website as "Notice of the 91st Annual General Meeting of Shareholders."

The Company's website: https://www.morita119.com/en/about/ir/shareholders_meeting/index.html

In addition to the above, the information is posted on the following website.

Tokyo Stock Exchange website: https://www2.jpx.co.jp/tseHpFront/JJK020030Action.do

Please access the above website, enter the Company's name (MORITA HOLDINGS) or securities code (6455) to search, and select "Basic information," "Documents for public inspection/PR information" and "Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting" in this order.

If you are not attending the meeting in person, you can exercise your voting rights in writing or via the internet. Please review the Reference Documents for the General Meeting of Shareholders posted in the Electronic Provision Measures Matters, and exercise your vote by no later than 5:40 p.m. Japan time on Thursday, June 20, 2024.

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1. Date and Time: Friday, June 21, 2024 at 10:00 a.m. Japan time

2. Place:	TKP Garden City PREMIUM Shinsaibashi
	Hulic Shinsaibashi Building 3F, 4-3-2,Minami-Semba,Chuo-ku,Osaka-shi,
	Osaka, Japan

3. Meeting Agenda:

Matters to be reported:1. The Business Report and Consolidated Financial Statements for the

Company's 91st Fiscal Year (April 1, 2023 - March 31, 2024) and results of audits by the Accounting Auditor and the Audit & Supervisory Board of the Consolidated Financial Statements

2. Non-consolidated Financial Statements for the Company's 91st Fiscal Year (April 1, 2023 - March 31, 2024)

Proposals to be resolved:

Proposal 1: Election of Nine (9) Directors

Proposal 2: Election of One (1) Audit & Supervisory Board Member

4. Matters to Be Decided at the Time of Convocation:

If you exercise your voting rights by proxy, you may attend the meeting with one other shareholder who has voting rights as your proxy. However, please note that you will be required to submit a document certifying the proxy right.

When you attend the meeting, please submit the enclosed Voting Rights Exercise Form to the reception.
Should revisions arise to the Electronic Provision Measures Matters, they will be posted on each of the websites where they are posted.
If there is no indication of a vote for or against a specific proposal on the Voting Rights Exercise Form, it shall be deemed as an indication of approval to that proposal.
If you will require assistance at the venue, please contact the General Affairs Department of MORITA HOLDINGS CORPORATION (06-6208-1907) by 5:40 p.m. Japan time on Friday, June 14, 2024, for preparation purposes.

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Reference Documents for the General Meeting of Shareholders

Proposal 1: Election of Nine (9) Directors

The terms of office of nine (9) Directors, Masahiro Nakajima, Shinichi Kanaoka, Kunio Morimoto, Shinya Murai, Mitsuo Isoda, Takao Kawanishi, Masaki Hojo, Masayoshi Kato, and Hiroyuki Fukunishi, will expire at the closing of this General Meeting of Shareholders. Consequently, the Company proposes the election of nine

(9) Directors.

The candidates for Directors are as follows.

Candidates for Directors

					Attendance at
No.		Name	Current positions and	Gender	the Board of
	responsibilities at the Company	Directors

					meetings

1	Masahiro	[Reappointment]	Chairman & CEO	Male	14/14
Nakajima	(100%)


2	Shinichi	[Reappointment]	President	Male	14/14
Kanaoka	(100%)


3	Shinya	[Reappointment]	Director and Managing Executive	Male	14/14
Murai	Officer	(100%)


4	Mitsuo	[Reappointment]	Director	Male	14/14
Isoda	[Outside]	(100%)


5	Takao	[Reappointment]	Director	Male	14/14
Kawanishi	[Outside]	(100%)


6	Masaki	[Reappointment]	Director	Male	14/14
Hojo	[Outside]	(100%)


7	Masayoshi	[Reappointment]	Director	Male	14/14
Kato	(100%)


8	Hiroyuki	[Reappointment]	Director	Male	14/14
Fukunishi	(100%)


9	Mari	[New appointment]	Audit & Supervisory Board	Female	14/14
Kaneko	[Outside]	Member	(100%)

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	Name	Career summary, positions, responsibilities,	Number of
No.	(Gender)	shares of the
	and significant concurrent positions
	(Date of birth)		Company held


		March 1972	Joined the Company
		April 2003	Executive Officer, the Company
		June 2004	Director, the Company
		June 2006	President, the Company
		October 2008	President, MORITA CORPORATION
		June 2015	Chairman, MORITA ECONOS CORPORATION
	Masahiro Nakajima	June 2015	Chairman, MORITA TECHNOS CORPORATION
	June 2015	Chairman, MORITA CORPORATION (current
	(Male)
		position)
	(February 3, 1950)	June 2015	Chairman, the Company
		February 2016	Chairman of the Board, BRONTO SKYLIFT OY
	[Reappointment]		AB (current position)	211,924 shares
		June 2016	Chairman and CEO, the Company (current

	[Attendance at the		position)
	Board of Directors	April 2017	Chairman, MORITA ENVIRONMENTAL TECH
1	meetings]		CORPORATION
	14/14	June 2017	Outside Corporate Auditor, Hino Motors, Ltd.
	(100%)	June 2019	Director, MORITA ENVIRONMENTAL TECH
			CORPORATION (current position)
		June 2021	Outside Director, Hino Motors, Ltd. (current
			position)

[Significant concurrent positions] Chairman, MORITA CORPORATION

Chairman of the Board, BRONTO SKYLIFT OY AB Outside Director, Hino Motors, Ltd.

[Reason for nomination as candidate for Director]

Mr. Masahiro Nakajima, after assuming office as Director in 2004, he served as President from 2006 to 2015, Chairman from 2015, and as Chairman and CEO from 2016, playing a central role in management for many years at the Company, and domestic and overseas group companies, and possesses abundant experience and broad insight as a manager. Therefore, the Company determined that he can play a sufficient role in the overall management supervision and decision-making functions by utilizing his abundant experience and track record, and proposes his continued appointment as Director.

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	Name	Career summary, positions, responsibilities,	Number of
No.	(Gender)	shares of the
	and significant concurrent positions
	(Date of birth)		Company held


		April 1982	Joined the Company
	Shinichi Kanaoka	April 2007	General Manager, Accounting Dept., Business
	(Male)		Management Division, the Company
	(August 21, 1959)	June 2010	Executive Officer, the Company
	October 2011	General Manager, Business Management Division,

	[Reappointment]		the Company
	April 2017	Managing Executive Officer, the Company	50,980 shares

	[Attendance at the	June 2018	Director and Executive Officer, the Company
	April 2019	Head of Division of Finance and Information
	Board of Directors
2	meetings]		Management, the Company
	14/14	June 2020	Director and Managing Executive Officer, the
	(100%)		Company
		June 2022	President, the Company (current position)

	[Reason for nomination as candidate for Director]
	Mr. Shinichi Kanaoka has been engaged in the accounting operations for many years, and after assuming the
	position of Executive Officer in 2010, he assumed a key position in charge of the Business Management Division,
	which oversees the Corporate Planning, Legal, Accounting, and Information Management departments, etc. He
	has also served as President from 2022. Therefore, the Company determined that he can play a sufficient role in
	the overall management supervision and decision-making functions by utilizing his abundant experience and track
	record, and proposes his continued appointment as Director.

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	Name	Career summary, positions, responsibilities,	Number of
No.	(Gender)	shares of the
	and significant concurrent positions
	(Date of birth)		Company held


		April 1982	Joined the Company
		April 2007	General Manager, General Affairs Dept., Business
	Shinya Murai		Management Division, the Company
	April 2011	Executive Officer, the Company
	(Male)
	February 2012	Deputy General Manager, Business Management
	(January 23, 1960)
		Division, General Manager, General Affairs Dept.,

	[Reappointment]		and General Manager, Human Resources Dept., the
		Company	26,972 shares
		April 2017	Managing Executive Officer, the Company

	[Attendance at the		(current position)
3	Board of Directors	July 2018	General Manager, Corporate Communications
meetings]		Dept., the Company

	14/14	April 2019	Head of Division of Human Resources
	(100%)		Development and General Affairs, the Company
		June 2022	Director, the Company (current position)
			Head of Group Corporate Division, the Company
			(current position)
	[Reason for nomination as candidate for Director]
	Mr. Shinya Murai has been engaged in general affairs and personnel affairs for many years, and after assuming the
	position of Executive Officer in 2011, he assumed a key position in charge of the Business Management Division,
	overseeing the Company and its domestic group companies. The Company requests his continued appointment as
	Director because of his abundant business experience in the Company and broad insight necessary for corporate
	management.
		April 1995	Registered as an Attorney (Osaka Bar Association)
		April 1995	Joined The Miyake Joint Partnership Law Office
	Mitsuo Isoda		(currently Miyake & Partners)
	(Male)	June 2001	Completed the Harvard Law School's LL.M.
		program.
	(January 7, 1970)
	August 2001	Trained at Pillsbury Winthrop Shaw Pittman LLP,

	[Reappointment]		New York Office
	February 2002	Admitted to the New York State Bar (at that time)
	[Outside]
	July 2002	Partner, Miyake & Partners	3,900 shares
	[Attendance at the	June 2014	Outside Corporate Auditor, Haseko Corporation
		(current position)
	Board of Directors	June 2016	Director, the Company (current position)
4	meetings]	May 2019	Representative Partner, Miyake & Partners (current
14/14
		position)
	(100%)
	[Significant concurrent positions]

		Representative Partner, Miyake & Partners
		Outside Corporate Auditor, Haseko Corporation
	[Reason for nomination as candidate for Outside Director and outline of expected roles]
	Although Mr. Mitsuo Isoda has no direct experience in corporate management, he has been a lawyer for many
	years and has a high degree of expertise in laws and regulations. He has been an Outside Director of the Company
	since June 2016 and has provided useful and valuable advice on compliance and governance from an independent
	standpoint in the deliberations of the Board of Directors and the Nomination and Compensation Advisory
	Committees, which he chairs, and it is expected that he will continue to exercise his independent and highly
	transparent monitoring and supervisory functions in the management of the Company. Therefore, the Company
	requests his continued appointment as Outside Director. His term of office as an Outside Director will be eight (8)
	years at the conclusion of this General Meeting of Shareholders.

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	Name	Career summary, positions, responsibilities,	Number of
No.	(Gender)	shares of the
	and significant concurrent positions
	(Date of birth)		Company held


		April 1972	Joined The Sanwa Bank, Ltd. (currently MUFG
			Bank, Ltd.)
	Takao Kawanishi	June 1999	Executive Officer, The Sanwa Bank, Ltd.
	(Male)	January 2002	Managing Executive Officer, UFJ Bank Limited
	(November 23, 1948)		(currently MUFG Bank, Ltd.)
		May 2004	Representative Director and Senior Managing
	[Reappointment]		Executive Officer, UFJ Bank Limited
	January 2006	Managing Director, The Bank of Tokyo-Mitsubishi
	[Outside]	3,700 shares
		UFJ, Ltd. (currently MUFG Bank, Ltd.)
	[Attendance at the	April 2008	Vice President, The Bank of Tokyo-Mitsubishi
		UFJ, Ltd.
	Board of Directors	June 2010	President and CEO, JCB Co., Ltd.
5	meetings]	June 2014	Chairman, JCB Co., Ltd.
	14/14	February 2015	Outside Director, Unirita Inc.
	(100%)
	June 2017	Director, the Company (current position)

		June 2017	Chairman of the Board of Directors, JCB Co., Ltd.

	[Reason for nomination as candidate for Outside Director and outline of expected roles]
	Mr. Takao Kawanishi possesses expert knowledge cultivated over many years at financial institutions and a wealth
	of experience and broad insight as a corporate manager. He has been an Outside Director of the Company since
	June 2017 and has provided useful and valuable advice based on his broad experience and deep knowledge of
	corporate management, from an independent standpoint in the deliberations of the Board of Directors and the
	Nomination and Compensation Advisory Committees, and it is expected that he will continue to exercise his
	independent and highly transparent monitoring and supervisory functions in the management of the Company.
	Therefore, the Company requests his continued appointment as Outside Director. His term of office as an Outside
	Director will be seven (7) years at the conclusion of this General Meeting of Shareholders.
		April 1971	Joined Daifuku Machinery Works Co., Ltd.
	Masaki Hojo		(currently Daifuku Co., Ltd.)
	(Male)	June 1998	Director, Daifuku Machinery Works Co., Ltd.
	April 2000	President, Daifuku America Corporation
	(October 2, 1948)
	April 2004	Representative Director and Senior Managing

	[Reappointment]		Director, Daifuku Co., Ltd.
		President, Daifuku Canada Inc.
	[Outside]		10,100 shares
	April 2006	Executive Vice President, Daifuku Co., Ltd.

	[Attendance at the	December 2007	Chairman, Jervis B.Webb Company
	April 2008	President and CEO, Daifuku Co., Ltd.
	Board of Directors
	January 2011	Chairman, Daifuku Webb Holding Company
6	meetings]
	(currently Daifuku North America, Inc.)
14/14

	(100%)	April 2018	Director and Advisor, Daifuku Co., Ltd.
		June 2020	Director, the Company (current position)

	[Reason for nomination as candidate for Outside Director and outline of expected roles]
	Mr. Masaki Hojo has extensive experience and broad insight as a corporate manager, having served as President
	and CEO and head of overseas subsidiaries at Daifuku Co., Ltd. He has been an Outside Director of the Company
	since June 2020 and has provided useful and valuable advice based on his broad experience and deep knowledge
	of corporate management, from an independent standpoint in the deliberations of the Board of Directors and the
	Nomination and Compensation Advisory Committees, and it is expected that he will continue to exercise his
	independent and highly transparent monitoring and supervisory functions in the management of the Company.
	Therefore, the Company requests his continued appointment as Outside Director. His term of office as an Outside
	Director will be four (4) years at the conclusion of this General Meeting of Shareholders.

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	Name		Career summary, positions, responsibilities,	Number of
No.	(Gender)
	shares of the
	and significant concurrent positions
	(Date of birth)		Company held


		April 1992	Joined the Company
		April 2015	General Manager, General Fire Fighting Vehicle
	Masayoshi Kato		Production Dept., Sanda Factory, MORITA
		CORPORATION
	(Male)
	April 2017	Executive Officer, Head of Production Division,
	(February 18, 1970)		and Factory Head, Sanda Factory, MORITA
			CORPORATION
	[Reappointment]	June 2017	Director, Head of Production Division, and Factory	25,167 shares
			Head, Sanda Factory, MORITA CORPORATION
	[Attendance at the	April 2018	Director, Executive Officer, Head of Production
		Division, General Manager, Engineering Dept.,
	Board of Directors
		MORITA CORPORATION
7	meetings]
April 2022	Representative Director, President, MORITA
	14/14
		CORPORATION (current position)
	(100%)
		June 2022	Director, the Company (current position)
		[Significant concurrent positions]
		Representative Director, President, MORITA CORPORATION
	[Reason for nomination as candidate for Director]
	Mr. Masayoshi Kato has held key positions in the production and engineering departments for many years in the
	fire fighting vehicles business, and was involved in management as a Director of MORITA CORPORATION in
	2017. He has also served as Representative Director of MORITA CORPORATION since April 2022. The
	Company determined that he will play a role in the supervisory and decision-making functions of the Board of the
	Directors of the Company, taking advantage of his abundant experience and broad insight, and therefore requests
	his continued appointment as Director.
		April 1994	Joined the Company
		April 2016	General Manager, Sales Dept.(West Japan), Sales
	Hiroyuki Fukunishi		Division, MORITA ENVIRONMENTAL TECH
		CORPORATION
	(Male)
	April 2017	Director, Head of Sales Division and General
	(January 1, 1970)		Manager, Sales Dept.(East Japan), MORITA
			ENVIRONMENTAL TECH CORPORATION
	[Reappointment]	June 2019	Director, Executive Officer, and Head of Sales	25,176 shares
			Division, MORITA ENVIRONMENTAL TECH
	[Attendance at the		CORPORATION
	April 2022	Representative Director, President, and Head of
	Board of Directors
		Sales Division, MORITA ENVIRONMENTAL
8	meetings]
	TECH CORPORATION (current position)
	14/14
	June 2022	Director, the Company (current position)
	(100%)
		[Significant concurrent positions]
		Representative Director, President, MORITA ENVIRONMENTAL
		TECH CORPORATION
	[Reason for nomination as candidate for Director]
	Mr. Hiroyuki Fukunishi has held key positions in the sales department for many years in the recycling machines
	business, and was involved in the management of MORITA ENVIRONMENTAL TECH CORPORATION as a
	Director in 2017. He has also served as Representative Director of MORITA ENVIRONMENTAL TECH
	CORPORATION since April 2022. The Company determined that he will play a role in the supervisory and
	decision-making functions of the Board of the Directors of the Company, taking advantage of his abundant
	experience and broad insight, and therefore requests his continued appointment as Director.

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	Name	Career summary, positions, responsibilities,	Number of
No.	(Gender)
shares of the
	and significant concurrent positions
	(Date of birth)		Company held


	Mari Kaneko	April 1986	Joined IBM Japan, Ltd.
	August 2006	Registered as a U.S. Certified Public Accountant
	(Female)
	September 2006	Accounting Manager, Fujita Rashi USA Corp.
	(August 23, 1962)
	June 2008	Established Beni LLC and assumed Representative

	[New appointment]	February 2014	Full-time Corporate Auditor, Phil Company, Inc.
	February 2022	Director (Full-time Audit and Supervisory
	[Outside]	1,300 shares
		Committee Member), Phil Company, Inc.

	[Attendance at the	June 2022	Outside Audit & Supervisory Board Member, the
		Company (current position)
	Board of Directors
	February 2023	President and Representative, Phil Company, Inc.
	meetings]
		(current position)
9	14/14
[Significant concurrent positions]
(100%)
	President and Representative, Phil Company, Inc.

	[Reason for nomination as candidate for Outside Director and outline of expected roles]
	Ms. Mari Kaneko has extensive experience in finance and accounting. She has served as Full-time Corporate
	Auditor and as the President and Representative (current position) of Phil Company, Inc., and possesses abundant
	experience as a corporate manager. She has been an Independent Outside Audit & Supervisory Board Member of
	the Company since June 2022, and has provided appropriate recommendations and advice in auditing and
	supervising the Company's important decision-making and business execution. The Company expects going
	forward that she will exercise independent and highly transparent monitoring and supervisory functions in the
	management of the Company, and therefore requests her appointment as Outside Director. In addition, she will
	resign from an Independent Outside Audit & Supervisory Board Member at the conclusion of this General Meeting
	of Shareholders. Her term of office as an Outside Audit & Supervisory Board Member will be two (2) years at the
	conclusion of this General Meeting of Shareholders.

Notes: 1. None of the candidates for Directors have any special interests with the Company.

Mr. Mitsuo Isoda, Mr. Takao Kawanishi, Mr. Masaki Hojo, and Ms. Mari Kaneko are the four
(4) candidates for Outside Directors, and also candidates for Independent Officers who have no potential conflicts of interests with general shareholders, the designation of which is required by Tokyo Stock Exchange, Inc.
The Company has concluded an agreement with four (4) candidates, Mr. Mitsuo Isoda, Mr. Takao Kawanishi, Mr. Masaki Hojo, and Ms. Mari Kaneko, in accordance with Article 427, Paragraph 1 of the Companies Act, to limit their liability for damages stipulated under Article 423, Paragraph 1 of the Act. The maximum amount of liability for damages under the contract is the minimum liability amount stipulated by laws and regulations. If the reappointments of the three (3) candidates of Mr. Mitsuo Isoda, Mr. Takao Kawanishi and Mr. Masaki Hojo are approved, and if the appointment of Ms. Mari Kaneko is approved, the Company plans to conclude the above limited liability agreement with these four (4) candidates.
The Company has entered into a directors and officers (D&O) liability insurance contract with an insurance company to cover legal damages and litigation expenses to be borne by the insured in the event that a claim for damages is made against the insured due to an act (including omission) committed by the insured in his/her capacity as a director or officer of the Company. If the appointment of the candidates as Directors is approved in this proposal, each of them will be insured under the insurance contract, which is to be renewed during their term of office on the same terms and conditions.

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(Reference)

The structure of the Board of Directors and the knowledge and experience each Director has if Proposal 1 is approved as proposed at this Ordinary General Meeting of Shareholders are as follows.

	Position at the		The knowledge and experience which each Director has

Name	Company after	Corporate	International	Legal and	Finance and	Sales and	Technology	Production	Human
	approval	management	experience	Governance	Accounting	Marketing	and R&D	Resource


Masahiro	Chairman &	〇	〇	〇		〇			〇
Nakajima	CEO


Shinichi	President	〇		〇	〇
Kanaoka


	Director and
Shinya Murai	Managing			〇					〇
Executive

	Officer
Mitsuo Isoda	Director1, 2		〇	〇

Takao	Director*1	〇	〇		〇	〇			〇
Kawanishi


Masaki Hojo	Director*1	〇	〇		〇	〇		〇	〇

Mari Kaneko	Director*1	〇	〇	〇	〇

Masayoshi	Director	〇					〇	〇
Kato


Hiroyuki	Director	〇				〇
Fukunishi


*1 Outside Director and Independent Officer
*2 Mr. Mitsuo Isoda chairs the Nomination Advisory Committee and the Compensation Advisory Committee.

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