Titan Kogyo, Ltd.TSE: 4098

Notice of the 128th ordinary general meeting of shareholders(pdf:160kb)

· Issued by Titan Kogyo, 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:

Securities identification code: 4098 Date of sending by postal mail: June 5 , 2026

(Start date of measures to provide information in electronic format) June 1 , 2026

Yasuo Inoue Representative Director, President and

Chief Executive Officer

Titan Kogyo, Ltd.

1978-25 Oaza Kogushi, Ube City, Yamaguchi Prefecture

NOTICE OF THE 128TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

You are cordially notified of the 128th 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 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, 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 24, 2026 (Japan Standard Time).

Meeting Details
  1. Date and time: Thursday, June 25, 2026, at 10:00 a.m. (Japan Standard Time)
  2. Venue: Head Office

    1978-25 Oaza Kogushi, Ube City, Yamaguchi Prefecture

  3. Purposes: Items to be reported:
    1. Business Report and Consolidated Financial Statements for the 128th Term (from April 1, 2025 to March 31, 2026), and the results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit and Supervisory Committee

    2. Non-Consolidated Financial Statements for the 128th Term (from April 1, 2025 to March 31, 2026)

      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)
  4. Items to be determined upon convocation of the meeting (Guidance on exercising voting rights)
  1. 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.

  2. If you exercise your voting rights more than once using the Internet, the last vote to be made shall be deemed the valid execution of voting rights.

  3. If you exercise your voting rights both via the Internet and in writing (postal vote), the vote via the Internet 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.

    1. 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."

    2. Notes to Consolidated Financial Statements

    3. 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.

Reference Documents for the General Meeting of Shareholders Proposals and Reference Information Proposal 1: Appropriation of Surplus

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:

  1. Type of dividend property Cash

  2. Allotment of dividend property and their aggregate amount

    ¥12 per common share of the Company Total payment: ¥35,717,232

  3. Effective date of dividends of surplus June 26, 2026

    Proposal 2: Election of five (5) Directors (excluding Directors who are Audit and Supervisory Committee Members)

    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

    9,788 shares

    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)

    [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

    9,672 shares

    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)

    [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

    9,751 shares

    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.

    [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

    8,633 shares

    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)

    [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.

    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

    5

    Atsushi Nishida April 8, 1968

    April 1991

    Joined the Company

    7,419 shares

    March 2015

    Deputy General Manager of General

    Administration Department

    June 2016

    General Manager of Audit Department and Deputy General Manager of General

    Administration Department

    March 2017

    General Manager of General Administration Department and General Manager of Audit

    Department

    June 2017

    Executive Officer, General Manager of General Administration Department, and General

    Manager of Audit Department

    June 2019

    Director, Managing Executive Officer (General Administration, Environment, Safety), General Manager of General Administration Department, and General Manager of Audit

    Department (current position)

    (Significant concurrent positions outside the Company)

    Director of TBM, Ltd.

    [Reasons for nomination as candidate for Director]

    Atsushi Nishida possesses a wealth of experience in the Company's administrative departments and exhibits leadership in the Company's general administration, environment and safety, and internal audit departments as Director and Managing Executive Officer (General Administration, Environment, Safety). The Company selected Mr. Nishida as candidate for Director based on this and because he is expected to contribute further to the Company in the future.

    Notes: 1. Director candidate Shigeru Nagaoka serves concurrently as Representative Director and President of TBM, Ltd., which the Company has an equity investment in. In addition, the Company has a business relationship with TBM, Ltd. involving the consignment of administrative operations as well as the borrowing of funds through the cash management system.

    1. Director candidate Atsushi Nishida serves concurrently as Director of TBM, Ltd., which the Company has an equity investment in. In addition, the Company has a business relationship with TBM, Ltd. involving the consignment of administrative operations as well as the borrowing of funds through the cash management system.

    2. There is no special interest between other candidates for Director and the Company.

    3. The Company has concluded an officer liability insurance contract with an insurance company pursuant to Article 430-3, paragraph (1) of the Companies Act. This contract covers damages caused by insured persons, including Directors of the Company, during the course of the execution of their duties or receiving a request for the pursuit of such responsibilities (except in cases where it falls under the grounds of indemnification stipulated in the insurance contract). If each candidate is elected and appointed Director, he/she will become an insured person under this insurance contract. In addition, when this insurance policy is renewed, the Company plans to renew it with the same terms.

[Reference]

Skills Matrix of the Board of Directors after the conclusion of the Ordinary Meeting of Shareholders (tentative)

If the candidates listed in this Notice of the Meeting are elected as proposed, the skill matrix of the Board of Directors will be as follows.

Name

Position

Skill

Corporate management

Finance Account

-ing

Production

R&D

Sales/ Marketing

Person-nel/Gen-eral Administration

Legal/ Risk Management

International Experience

Yasuo Inoue

Representative Director President and Chief Executive Officer

●

●

●

●

●

Yoshitaka Nagaoka

Director Senior Managing Executive Officer

●

●

●

Shigeru Nagaoka

Director Senior Managing Executive Officer

●

●

●

●

Yoshito Chijimatsu

Director Managing Executive

Officer

●

●

●

Atsushi Nishida

Director Managing Executive

Officer

●

●

●

Masato Matsuzaki

Director Standing Audit and

Supervisory Committee

Member

●

●

●

Hisanori Sato

Outside Director Audit and Supervisory Committee Member

●

Fumiko Matsuno

Outside Director Audit and Supervisory Committee Member

●

●

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