Tokai Carbon Co., Ltd.TSE: 5301

Notice of FY2025 Annual Meeting of Shareholders

Feb 26, 2026 at 10:37 PM UTC · Issued by Tokai Carbon Co., Ltd.

To Our Shareholders:

(Securities Code: 5301)

March 6, 2026 (Date of electronic provision: February 27, 2026)

2-3, Kita-Aoyama 1-Chome, Minato-ku, Tokyo

TOKAI CARBON CO., LTD.

Hajime Nagasaka, President and CEO

Notice of FY2025 Annual Meeting of Shareholders

We would like to express our gratitude for your continued support.

The Company would hereby like to inform shareholders that the FY2025 Annual Meeting of Shareholders of the Company will be held as described below.

Under the Electronic Provision Measures for the convocation of this Annual Meeting of Shareholders, the Company has posted Electronic Provision Measure Matters on the following website on the Internet.

The Company's website (https://www.tokaicarbon.co.jp/)

Please access the website above by selecting "IR" and then "Shareholders meeting."

In addition to the above, they are also available on the following website on the Internet.

Tokyo Stock Exchange website (https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show)

Please access the website above by entering and searching the Company's name or securities code (5301), and selecting "Basic information" and then "Documents for public inspection/PR information."

If you are unable to attend the Annual Meeting in person, we would request you to read the reference materials of the meeting included in the Electronic Provision Measure Matters and exercise your voting rights by using the Internet or in writing no later than 5:35 p.m. on Thursday, March 26, 2026.

Sincerely yours,

Date and time: 10 a.m. on Friday, March 27, 2026
Venue: 2-3, Kita-Aoyama 1-Chome, Minato-ku, Tokyo Headquarters Office (10th floor of Aoyama Building)
(Please refer to the access map for the venue of the Annual Meeting of Shareholders attached at the end of this notice.)
Purposes:

Items to be reported: 1. The business report, the consolidated financial statements

and the results of consolidated financial statement audits by the Accounting Auditor and the Board of Auditors for the fiscal year 2025 business period (January 1, 2025, to

December 31, 2025)

2. The non-consolidated financial statements for the fiscal year 2025 business period (January 1, 2025, to December 31,

2025)

Items to be resolved: Agenda No. 1: Appropriation of Retained Earnings Agenda No. 2: Election of Nine (9) Directors Agenda No. 3: Election of One (1) Auditor Agenda No. 4: Election of One (1) Substitute Auditor

When you attend the meeting, we kindly request that you submit the voting form to the receptionist at the venue.
In accordance with laws and regulations and Article 25, Paragraph 2 of the Articles of Incorporation of the Company, the documents sent to shareholders who have requested the delivery of materials in paper-based format do not state the following matters. Therefore, those documents are part of the documents audited by the Auditor & Supervisory Board Members of the Company and the Accounting Auditor in preparing the auditors' report.
- The consolidated statements of changes in net assets and the notes to consolidated financial statements forming parts of the consolidated financial statements
- The statements of changes in net assets and the notes to financial statements forming parts of the financial statements
If any modifications are made to the Electronic Provision Measure Matters, the modifications will be posted on the respective websites.
If you require special assistance at the venue, please contact us at the phone number provided at the end of this notice by Thursday, March 19, 2026.

Agenda No. 1: Appropriation of Retained Earnings

The Company would like to appropriate retained earnings as follows.

The Company regards returning profits to shareholders to be one of its important management priorities in its efforts to increase corporate value over the medium and long term. Accordingly, the Company maintains its basic policy to pay dividends stably and continuously with a consolidated payout ratio of 30% as a target, while giving consideration to its operating results and forecasts, investment plans, and status of cash flows, etc. in each period.

The Company plans to pay a year-end dividend of ¥15 per share for the current period, which is the same as the interim dividend. The year-end dividend will bring the total 2025 dividend, including the interim dividend, to ¥30 per share.

Form of dividend Cash payment
Allocation of dividends and total amount of dividends
¥15 per common share of the Company Total 3,202,597,485 yen
Effective date on which dividends will be disbursed from retained earnings March 30, 2026

Agenda No. 2: Election of Nine (9) Directors

The term of office of all eight (8) Directors will expire at the conclusion of this Annual Meeting of Shareholders. In addition, Mr. Toshiro Miyazaki, a Director, passed away on May 1, 2025. Accordingly, the Company proposes to elect nine (9) Directors.

Independent

External

The candidates for Directors are as follows.

[Reference] List of candidates

Candidates for External Directors

Independent Directors registered with the Tokyo Stock Exchange

Candidate No.

Name

Gender

Current position

Attendance at Board of Directors

Meetings

1	Re-election			Hajime Nagasaka	Male	President and CEO	23 of 23


2	Re-election			Masafumi Tsuji	Male	Director	23 of 23


3	Re-election			Katsuyuki Yamaguchi	Male	Director	23 of 23


4	Re-election			Tatsuhiko Yamazaki	Male	Director	23 of 23


5	New			Akihiko Sato	Male	Executive Officer	-


6	New			Tsunayuki Sato	Male	Executive Officer	-


7	Re-election	External	Independent	Mayumi Asada	Female	Director	23 of 23


8	New	External	Independent	Kimiya Sano	Male	-	-


9	New	External	Independent	Akira Takada	Male	-	-

Candidate No. Name	1 Hajime Nagasaka (re-election)
Date of Birth	January 9, 1950 (76)
Term of Office as Director	20 years
Attendance at Board of Directors Meetings	100% (23 of 23)
Number of the Company's shares owned	209,072

Brief profile, position and responsibility
April 1972	Joined Tokai Electrode Mfg. Co., Ltd. (currently the Company)
March 2006	Director Executive Officer Deputy General Manager, Carbon Black Division
March 2008	Director Managing Executive Officer Deputy General Manager, Carbon Black Division
March 2011	Director Senior Managing Executive Officer General Manager, Carbon Black Division
March 2013	Representative Director Senior Managing Executive Officer in charge of Carbon Black Division and Graphite Electrode Division
March 2014	Representative Director Executive Vice President in charge of Carbon Black Division, Graphite Electrode Division and Raw Material Procurement Department
February 2015	President and CEO (incumbent)
Reason for nomination as a candidate for Director Mr. Hajime Nagasaka has been involved in the management of the Company and its group companies over many years, serving as President and CEO since February 2015. The Company selected him again as a candidate for Director because Mr. Nagasaka has extensive experience and broad knowledge mainly of its mainstay carbon black business and the graphite electrode business.