Notice of the 142th Ordinary General Meeting of Shareholders［PDF: 490kB］

To our shareholders:

Securities Code: 4611 Date of sending by postal mail: June 2, 2025

Start date of measures for electronic provision: May 26, 2025

Takayuki Sato President

18-11 Minamisemba 1-chome, Chuo-ku, Osaka

NOTICE OF THE 142ND ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dai Nippon Toryo Co., Ltd. (the “Company”) would hereby like to inform you that the 142nd Ordinary General Meeting of Shareholders will be held as described below.

When convening this General Meeting of Shareholders, measures for providing information in electronic format will be implemented for the information contained in the Reference Documents, etc., for this General Meeting of Shareholders (matters subject to the measures for electronic provision), which will be posted on the following websites on the Internet. You are kindly requested to access any of these websites and check the information.

The Company’s website, General Meeting of Shareholders page: https://www.dnt.co.jp/ir/stock/meeting/ (in Japanese)

Website for the materials for the General Meeting of Shareholders: https://d.sokai.jp/4611/teiji/ (in Japanese)

TSE 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 “Dai Nippon Toryo” in “Issue name (company name)” or the Company’s securities code “4611” 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 do not attend the meeting in person, you may exercise your voting rights by the Internet or by postal mail. In this case, after reviewing the Reference Documents for the General Meeting of Shareholders, please exercise your voting rights no later than 5:00 p.m., Monday, June 23, 2025 (Japan Standard Time).

1. Date and Time: Tuesday, June 24, 2025 at 10:00 a.m. (Japan Standard Time) (Reception scheduled to open at 9:00 a.m.)
2. Venue: SR Building Nagahori, 9th Floor Conference Room of the Company’s Head office 18-11 Minamisemba 1-chome, Chuo-ku, Osaka
3. Purposes:Items to be reported:

   1. Business Report and Consolidated Financial Statements for the 142nd Term (from April 1, 2024 to March 31, 2025), as well as the results of the audit of the Consolidated Financial Statements by the Accounting Auditor and the Board of Corporate Auditors

   2. Non-Consolidated Financial Statements for the 142nd Term (from April 1, 2024 to March 31, 2025)

Matters subject to the measures for electronic provision

• The system for providing materials for the General Meeting of Shareholders in electronic format began due to amendments to the Companies Act which came into effect on September 1, 2022. Concerning informational materials for this General Meeting of Shareholders, the Company has sent out paper-based documents stating matters subject to measures for electronic provision to all shareholders, whether or not a request for delivery of paper-based documents has been made.

• Those documents do not include the following matters in accordance with the provisions of laws and regulations and the Company’s Articles of Incorporation. Note that similarly to the matters stated in the paper-based documents, the matters mentioned below are also audited by the Accounting Auditor and the Board of Corporate Auditors when they prepared their respective audit reports.

  1. “Principal Lines of Business” “Principal Business Offices” “Employees” “Major Creditors” “Share Acquisition Rights, etc.” “Matters regarding Accounting Auditors” and “The Systems to Ensure the Appropriateness of Operations and Status of Operations of the System” in the Business Report

  2. “Consolidated Statements of Changes in Net Assets” and “Notes to the Consolidated Financial Statements”

  3. “Non-Consolidated Statements of Changes in Net Assets” and “Notes to the Non-Consolidated Financial Statements” in the Non-Consolidated Financial Statements

• If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of the matters before and after the revisions will be posted on each of the above websites on the Internet.

  Attending the General Meeting of Shareholders

• If you attend the meeting in person, please submit the enclosed voting form at the reception.

  Results of the resolutions of this meeting

• Please note that the Company will post the results of the resolutions of this meeting on the Company’s website after the General Meeting of Shareholders, instead of sending a written notice of the resolutions.

In order to promote management with an awareness of cost of capital and share price, the Company regards the determination of the amount of dividends to be paid to shareholders as one of its important management issues, and the Company aims to maintain consistent and stable payment of dividends according to its business performance as its basic policy, while striving to strengthen its corporate structure and maintain financial soundness of the Company. Based on this basic policy, the shareholder return policy in Medium-Term Management Plan 2026 is to introduce Dividend on Equity (DOE) as a shareholder return indicator to ensure long-term stable dividends, with the goal of achieving a ratio of dividends to shareholders’ equity as of the end of the previous fiscal year of 3.0% by FY2026. In conjunction with this, in Medium-Term Management Plan 2026, we also clarified our policy on capital allocation, aiming to achieve stable and continuous shareholder returns as well as to make strategic investments for future growth. We expect to pay a total of approximately ¥5.0 billion in dividends over three years. In addition, we plan to allocate approximately ¥20.0 billion for capital investment, M&A, and other growth investments. As a result, we believe that this will enable us to both enhance the continuous returns to our shareholders and increase our corporate value over the medium to long term.

Based on the above, we plan to pay a year-end dividend of ¥49 per share for the current fiscal year, an increase of

¥14 from the previous year-end dividend. This satisfies a level of approximately 3.0% of shareholders’ equity at the end of the fiscal year ended March 31, 2024.

1. Type of dividend property Cash

2. Allocation of dividend property to shareholders and total amount thereof

   ¥49 per common share of the Company Total amount of dividends: ¥1,396,348,149

3. Effective date of distribution of dividends of surplus June 25, 2025

The term of office of all nine (9) Directors will expire at the conclusion of this meeting. Therefore, we propose the election of nine (9) Directors (of whom three (3) are Outside Directors).

Candidates for Directors have been determined by the Board of Directors based on the recommendation of the Nominating Committee, a majority of which consists of Outside Directors. The candidates for Directors are as follows:

Notes: 1. The attendance to the Board of Directors meetings for Akira Fujiwara covers the Board of Directors meetings held after assuming his office on June 27, 2024.

2. In addition to the above number of the Board of Directors held, there was one written resolution deemed to have been resolved by the Board of Directors based on Article 370 of the Companies Act and Article 24 of the Articles of Incorporation of the Company.

Reelection: Candidate for Director to be reelected Outside: Candidate for Outside Director

Independent: Independent Officer as defined by the Tokyo Stock Exchange