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:
Securities identification code: 4098 Date of sending by postal mail: June 6 , 2025
(Start date of measures to provide information in electronic format) June 2 , 2025
Yasuo Inoue Representative Director, President and
Chief Executive Officer
Titan Kogyo, Ltd.1978-25 Oaza Kogushi, Ube City, Yamaguchi Prefecture
NOTICE OF THE 127TH ORDINARY GENERAL MEETING OF SHAREHOLDERSYou are cordially notified of the 127th Ordinary General Meeting of Shareholders of Titan Kogyo, Ltd. (the "Company"), which will be held as described below.
When convening this general meeting of shareholders, the Company takes measures to provide information in electronic format for reference documents for the general meeting of shareholders, etc. (items for measures to provide information in electronic format), and posts this information on the websites listed below. Please access the websites by using the internet addresses shown below to review the information.
Titan Kogyo, Ltd. website https://http://www.titankogyo.co.jp/irinfo/shareholder/ (in Japanese)
Ordinary General Meeting of Shareholders website https://d.sokai.jp/4098/teiji/ (in Japanese)
Tokyo Stock Exchange (TSE) website (Search for a listed company) https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
(Access the TSE website by using the internet address shown above, enter "Titan Kogyo, Ltd." in "Issue name (company name)" or the Company's securities code "4098" 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].")
In lieu of attending the meeting in person, you may exercise your voting rights in writing or by using the Internet, etc., so please read the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights after reviewing the "Guidance on Exercising Voting Rights" (in Japanese only), by no later than 4:30
p.m. on Wednesday, June 25, 2025 (Japan Standard Time).
Meeting Details- Date and time: Thursday, June 26, 2025, at 10:00 a.m. (Japan Standard Time)
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Venue: Head Office
1978-25 Oaza Kogushi, Ube City, Yamaguchi Prefecture
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Purposes:
Items to be reported:
Business Report and Consolidated Financial Statements for the 127th Term (from April 1, 2024 to March 31, 2025), and the results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit and Supervisory Committee
Non-Consolidated Financial Statements for the 127th Term (from April 1, 2024 to March 31, 2025)
Items to be resolved: Proposal 1: Appropriation of Surplus Proposal 2: Election of five (5) Directors (excluding Directors who are Audit and Supervisory Committee Members) Proposal 3: Election of three (3) Directors who are Audit and Supervisory Committee Members Proposal 4: Election of Accounting Auditor
- Items to be determined upon convocation of the meeting (Guidance on exercising voting rights)
If you exercise your voting rights in writing (postal vote), lack of approval or disapproval of a proposal on the voting form shall be deemed as a vote of approval of the proposal.
If you exercise your voting rights more than once using the Internet, etc., the last vote to be made shall be deemed the valid execution of voting rights.
If you exercise your voting rights both via the Internet, etc. and in writing (postal vote), the vote via the Internet, etc. shall be deemed the valid execution of voting rights, regardless of the timing that voting rights were executed.
When attending the meeting in person, we ask that you present the enclosed voting form to the reception desk at the venue.
For this general meeting of shareholders, the Company shall deliver paper-based documents stating the items subject to measures for electronic provision to all shareholders, regardless of whether or not they have requested them.
Among the items for measures to provide information in electronic format, in accordance with the provisions of laws and regulations and the Articles of Incorporation of the Company, the following items are not provided in the paper-based documents delivered to shareholders.
Business report on "the overview of the operations of systems necessary to ensure that the execution of the duties by the directors complies with the laws and regulations and the Articles of Incorporation."
Notes to Consolidated Financial Statements
Notes to Non-Consolidated Financial Statements
Accordingly, the Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements included in this document are part of the subject documents audited by the Accounting Auditor in preparing the Accounting Auditor's Report and by the Audit and Supervisory Committee in preparing its Audit Report.
In the event of any revision arising in the items for measures to provide information in electronic format, notice to that effect and the item before and after the revision shall be posted on each of the aforementioned websites.
The results of resolutions at this general meeting of shareholders will be posted on the Company's aforementioned website, instead of postal mail as in the past.
The Company recognizes that improvement of corporate value through business growth and expansion is a priority of the highest order and believes that striving for the return of profits to its shareholders is a management priority.
The Company has given consideration to the business performance of this fiscal year and future business development, and it proposes to pay year-end dividends for this fiscal year under review as follows:
Type of dividend property Cash
Allotment of dividend property and their aggregate amount
¥10 per common share of the Company Total payment: ¥29,671,920
Effective date of dividends of surplus June 27, 2025
The terms of office of all five (5) Directors currently serving (excluding Directors who are Audit and Supervisory Committee Members; applicable to the rest of this proposal) will expire at the conclusion of this meeting. Therefore, the Company proposes the election of five (5) Directors.
The Audit and Supervisory Committee has judged that each candidate is qualified. The candidates for Director are as follows:
Candidate no. | Name (Date of birth) | Career summary and position/responsibilities in the Company (Significant concurrent positions outside the Company) | Number of the Company's shares owned |
1 | Yasuo Inoue October 8, 1960 | April 1984 Joined the Company October 2014 Executive Officer and Head of Ube Development Center June 2017 Director, Managing Executive Officer, General Manager of Production Division, Head of Ube Development Center, and Head of Ube Nishi Plant March 2018 Director and Senior Managing Executive Officer (Engineering) June 2019 Representative Director, President and Chief Executive Officer (current position) | 6,973 shares |
[Reasons for nomination as candidate for Director] Yasuo Inoue plays a role in the sustained improvement of the Company's corporate value through his leadership of the Company's management, decisions on important matters pertaining to management, and supervision of business execution as Representative Director, President and Chief Executive Officer. The Company selected Mr. Inoue as candidate for Director based on this and because he is expected to contribute further to the Company in the future. | |||
2 | Yoshitaka Nagaoka April 13, 1961 | April 1984 Joined the Company October 2014 Executive Officer and General Manager of Sales Department June 2016 Director, General Manager of Sales Division, and General Manager of Sales Department June 2017 Director, Managing Executive Officer, General Manager of Sales Division, and General Manager of Sales Department March 2018 Director and Managing Executive Officer (Sales) June 2019 Director, Senior Managing Executive Officer (Sales), and General Manager of Sales Department (current position) | 6,981 shares |
[Reasons for nomination as candidate for Director] Yoshitaka Nagaoka possesses a wealth of experience in the Company's sales departments and exhibits leadership in the Company's sales departments as Director and Senior Managing Executive Officer (Sales). The Company selected Mr. Nagaoka as candidate for Director based on this and because he is expected to contribute further to the Company in the future. | |||
Candidate no. | Name (Date of birth) | Career summary and position/responsibilities in the Company (Significant concurrent positions outside the Company) | Number of the Company's shares owned |
3 | Shigeru Nagaoka May 21, 1961 | April 1985 Joined the Company October 2015 Executive Officer and General Manager of Research and Development Department June 2017 Director, Managing Executive Officer, and General Manager of Research and Development Division March 2018 Director and Managing Executive Officer (R&D and Production) June 2019 Director and Senior Managing Executive Officer (Engineering) (current position) (Significant concurrent positions outside the Company) Representative Director and President of TBM, Ltd. | 7,055 shares |
[Reasons for nomination as candidate for Director] Shigeru Nagaoka possesses a wealth of experience in the Company's R&D departments and exhibits leadership in the Company's R&D and production departments as Director and Senior Managing Executive Officer (Engineering). The Company selected Mr. Nagaoka as candidate for Director based on this and because he is expected to contribute further to the Company in the future. | |||
4 | Yoshito Chijimatsu September 22, 1965 | April 1988 Joined the Company March 2013 Deputy General Manager of General Administration Department June 2016 Executive Officer and General Manager of Finance and Corporate Planning Department June 2019 Director, Managing Executive Officer (Finance and Corporate Planning), and General Manager of Finance and Corporate Planning Department March 2022 Director, Managing Executive Officer (Corporate Planning, Accounting and Finance), and General Manager of Corporate Planning Department June 2024 Director, Managing Executive Officer (Corporate Planning, Accounting and Finance, Purchasing and Logistics), and General Manager of Corporate Planning Department (current position) | 6,027 shares |
[Reasons for nomination as candidate for Director] Yoshito Chijimatsu possesses a wealth of experience in the Company's administrative departments and exhibits leadership in the Company's corporate planning, accounting and finance, and purchasing and logistics departments as Director and Managing Executive Officer (Corporate Planning, Accounting and Finance, Purchasing and Logistics). The Company selected Mr. Chijimatsu as candidate for Director based on this and because he is expected to contribute further to the Company in the future. | |||