Sakai Heavy Industries, Ltd.TSE: 6358

Notice of the 77th Annual General Meeting of Shareholders

· Issued by Sakai Heavy Industries, Ltd.

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.

To our shareholders:

Ichiro Sakai

Securities Code: 6358

June 5, 2025

President and Representing Director

SAKAI HEAVY INDUSTRIES, LTD.

1-9-9 Shibadaimon, Minato-ku, Tokyo

Notice of the 77th Annual General Meeting of Shareholders

We are pleased to announce the 77th Annual General Meeting of Shareholders of SAKAI HEAVY INDUSTRIES, LTD. (the "Company"), which will be held as indicated below.

The Company has taken electronic provision measures for the information including Reference Documents for the General Meeting of Shareholders (matters subject to measures for electronic provision) in convening this General Meeting of Shareholders, and posted the information on the Company's website on the Internet. Please access the following websites for confirmation.

The Company's website https://www.sakainet.co.jp/ir/stock/soukai.html (in Japanese)

(Access the website above, and from the menu, select "Investor Relations," "Stock Information," and "General Meeting of Shareholders" to find the notice.)

In addition to the Company's website, the matters subject to measures for electronic provision are posted on the following website of Tokyo Stock Exchange (TSE).

Tokyo Stock Exchange's website (Listed Company Search) https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

(Access the TSE website above, enter the Company's name "SAKAI HEAVY INDUSTRIES" in the "Issue name (company name)" field or its securities code "6358" in the "Code" field to search for the Company, select "Basic information" and "Documents for public inspection/PR information" in that order, and then find the information posted in "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting].")

In lieu of attending the meeting in person, you may exercise your voting rights in writing (by postal mail) or via the Internet. Please review the attached Reference Documents for General Meeting of Shareholders, and indicate your approval or disapproval of the proposals in the voting form, and exercise your voting rights no later than 5:45 p.m. on Thursday, June 26, 2025 (JST).

  1. Date and Time: Friday, June 27, 2025 at 10:00 a.m. (JST)
  2. Venue: Shiba Park Hotel, 2F, Rose

    1-5-10 Shiba Koen, Minato-ku, Tokyo

  3. Purposes: Items to be reported:
    1. The Business Report and the Consolidated Financial Statements for the 77th fiscal year (from April 1, 2024 to March 31, 2025), and the results of audits of the Consolidated Financial Statements by the Financial Auditor and the Audit and Supervisory Committee

    2. The Non-consolidated Financial Statements for the 77th fiscal year (from April 1, 2024 to March 31, 2025)

      Items to be resolved: Proposal No. 1 Appropriation of Surplus Proposal No. 2 Election of Two Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) Proposal No. 3 Election of Two Directors Who Are Audit and Supervisory Committee Members Proposal No. 4 Renewal of Policy Regarding Large-quantity Purchases of the Company's Shares (Anti-takeover Measures)
  4. Instructions for Exercising Voting Rights

    Please refer to the "Instructions for Exercising Voting Rights" on page 3.

  5. Matters related to electronic provision measures

Along with this document, we will deliver the documents of matters subject to measures for electronic provision to shareholders who have requested paper-based delivery. However, the following items are excluded from the documents, pursuant to the provisions of laws and regulations and Article 15 of the Articles of Incorporation of the Company:

  1. "Resolutions regarding the System to Ensure the Appropriateness of Business Operations," "Basic Policy and Progress of System Development for Eliminating Antisocial Forces," "Overview of Operation Status to Ensure the Appropriateness of Business Operations," and "Basic Policy for Control of Stock Company" in the Business Report

  2. "Notes to Consolidated Financial Statements" in the Consolidated Financial Statements

  3. "Notes to Non-consolidated Financial Statements" in the Non-consolidated Financial Statements

Therefore, the delivered documents make up a part of the Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Financial Auditor in preparing its Financial Auditor's Reports, and a part of the Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Audit and Supervisory Committee in preparing its Audit Report.

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

Should the matters subject to measures for electronic provision require revisions, the description of the revisions, the original versions, and the revised versions will be posted on the Company's website and TSE website, described above, on the Internet.

Instructions for Exercising Voting Rights

The exercise of voting rights in the General Meeting of Shareholders is the important right of all shareholders.

Please exercise your voting rights after reviewing the Reference Documents for the General Meeting of Shareholders.

There are three ways to exercise your voting rights as described below.

Attending the General Meeting of Shareholders

Please submit the voting form at the reception desk.

Date and time: Friday, June 27, 2025, at 10:00 a.m. (JST) Exercising Voting Rights in Writing (by Postal Mail)

Please indicate your approval or disapproval of each proposal on the voting form, and post it without affixing postage stamps.

Exercise due date: to be received by 5:45 p.m. on Thursday, June 26, 2025 (JST) Exercising Voting Rights via the Internet

Please indicate your approval or disapproval of each proposal in accordance with the instructions on the following page.

Exercise due date: to be given by 5:45 p.m. on Thursday, June 26, 2025 (JST) Instructions for Filling Out the Voting Form Proposals No. 1 and No. 4
  • If you approve, put a circle in the box marked 賛.

  • If you disapprove, put a circle in the box marked 否.

    Proposals No. 2 and No. 3
  • If you approve all candidates, put a circle in the box marked 賛.

  • If you disapprove all candidates, put a circle in the box marked 否.

  • If you disapprove of some candidates, put a circle in the box marked 賛 and write the candidates' number of whom you disapprove.

  • If you exercise your voting rights both in writing (by postal mail) and via the Internet, we will only accept the exercise of your voting rights via the Internet as effective. If you exercise your voting rights more than once via the Internet, only the last vote shall be deemed effective.

  • If neither approval nor disapproval of a proposal is indicated on the voting form you sent by postal mail, it shall be deemed a vote of approval.

Instructions for Exercising Voting Rights via the Internet, Etc. How to scan the QR Code

You can log in to the voting rights exercising website without entering the login ID and temporary password indicated on the voting form.

  1. Scan the QR Code indicated on the voting form.

    Note: "QR Code" is a registered trademark of DENSO WAVE INCORPORATED.

  2. Indicate your approval or disapproval by following the on-screen instructions.

How to enter your login ID and temporary password

Voting rights exercising website (https://evote.tr.mufg.jp/)

  1. Access the voting rights exercising website.

  2. Enter the "login ID and temporary password" indicated on the voting form and click "Login."

  3. Indicate your approval or disapproval by following the on-screen instructions.

Securities Agency Division (Help Desk), Mitsubishi UFJ Trust and Banking Corporation

Phone: 0120-173-027

(toll-free and available from 9:00 a.m. to 9:00 p.m., only in Japan)

If you have any difficulties about the use of a personal computer or smartphone for exercising your voting rights via the Internet, please contact:

Reference Documents for the General Meeting of Shareholders Proposal No. 1 Appropriation of Surplus

The Company proposes the appropriation of surplus as follows:

Year-end dividends

The Company works to secure a stable management base over the long term, and also places importance on the continuation of stable dividends, and makes it a basic policy to distribute results that are supported by business performance and a sound financial structure.

The Company has given comprehensive consideration to matters including the business performance of the fiscal year, and it proposes to pay year-end dividends for the fiscal year as follows:

  1. Type of dividend property

    To be paid in cash.

  2. Allotment of dividend property and their aggregate amount

    60.5 yen per common share of the Company Total dividends: 516,120,418 yen

    * The Company held a two-for-one stock split of its common share effective October 1, 2024. The interim dividend (85 yen per share) paid with a record date of September 30, 2024 is equivalent to 42.5 yen per share if converted to the dividend per share after such stock split. Accordingly, the annual dividend for the fiscal year, combined with the year-end dividend, will be 103 yen per share.

  3. Effective date of dividends of surplus June 30, 2025

Reference

Dividend trends (Yen)
Interim dividend
Year-end dividend

52.5

142.5

82.5

100

103

30

42.5

45

40

60.5

60

97.5

200

150

100

50

0

74th term 75th term 76th term 77th term

(planned)

* The Company conducted a 2-for-1 stock split for its common shares on October 1, 2024. As a result, dividends per share are shown assuming that the stock split had taken place.

Company analysis