Carlit : NOTICE OF THE 10TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

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. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

(Stock Exchange Code 4275) Date of sending by postal mail: June 13, 2023

Start date of measures for electronic provision: June 6, 2023

To Shareholders with Voting Rights:

Hirofumi Kaneko

Representative Director and President &

CEO

Carlit Holdings Co., Ltd.

1-17-10, Kyobashi, Chuo-ku, Tokyo, Japan

NOTICE OF THE 10TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We are pleased to announce the 10th Annual General Meeting of Shareholders of Carlit Holdings Co., Ltd. (the "Company"), which will be held as indicated below.

When convening this general meeting of shareholders, the Company takes measures for providing in electronic format the information that constitutes the content of reference documents for the general meeting of shareholders, etc. (items subject to measures for electronic provision). This information is posted on each of the following websites, so please access either of those websites to confirm the information.

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

Website for posted informational materials for the general meeting of shareholders: https://d.sokai.jp/4275/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 "Carlit Holdings" in "Issue name (company name)" or the Company's securities code "4275" 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].")

Instead of attending the meeting in person, you may exercise your voting rights in writing or via the Internet or similar means. Please review the attached Reference Documents for the General Meeting of Shareholders on pages 5 to 11, and exercise your voting rights by 5 p.m. on Wednesday, June 28, 2023, Japan time, in accordance with "Guidance on Exercising Voting Rights" on pages 3 to 4.

1. Date and Time: Thursday, June 29, 2023, at 10 a.m. Japan time

Reception start time: 9:30 a.m.

2. Place:	Conference room at the Head Office located at
	Sumitomo Corporation Kyobashi Bldg. 7F,
	1-17-10, Kyobashi, Chuo-ku, Tokyo, Japan

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3. Meeting Agenda:

Matters to be reported: (1) The Business Report, the Consolidated Financial Statements for the

Company's 10th Fiscal Year (April 1, 2022-March 31, 2023) and the results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board

1. The Non-Consolidated Financial Statements for the Company's 10th Fiscal Year (April 1, 2022-March 31, 2023)

Proposals to be resolved:

Proposal 1: Appropriation of Surplus

Proposal 2: Election of Seven (7) Directors

Proposal 3: Election of One (1) Audit & Supervisory Board Member

• In the event that no vote for or against the proposals is indicated in the enclosed Voting Rights Exercise Form, it will be handled as a vote in favor of the proposal.
• When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
• When attending the meeting, please bring this Notice with you for resource saving purposes.
• There will be no gifts given out to those who attend the General Meeting of Shareholders. We seek your kind understanding on this matter.
• In the event of a correction to the items subject to measures for electronic provision, a notice that the correction was made, together with the information before and after the correction, will be posted on the websites where the information is provided.
• In accordance with a revision of the Companies Act, in principle you are to check items subject to measures for electronic provision by accessing the websites where the information is provided, and we will deliver paper-based documents stating the items only to shareholders who request the delivery of paper-based documents by the record date. However, for this general meeting of shareholders, we have delivered paper-based documents stating the items subject to measures for electronic provision to all shareholders, regardless of whether or not they have requested them.
  In addition, among the items subject to measures for electronic provision, in accordance with the provisions of laws and regulations and Article 16 of the Articles of Incorporation of the Company, the following items are not provided in the paper-based documents that are sent.
• 1. "System for Ensuring the Appropriateness of Operations and the Operation Status of This System" in the Business Report
  2. "Consolidated Statement of Changes in Equity" and "Notes to the Consolidated Financial Statements" in the Consolidated Financial Statements
  3. "Non-ConsolidatedStatement of Changes in Equity" and "Notes to the Non-Consolidated

Financial Statements" in the Non-Consolidated Financial Statements

Therefore the Business Report, Consolidated Financial Statements, and Non-Consolidated Financial Statements listed in these documents constitute a portion of the documents which are audited when the accounting audit report is prepared by the Accounting Auditor and the audit report is created by the Audit & Supervisory Board Members.

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Guidance on Exercising Voting Rights

If you will not attend the General Meeting of Shareholders, you can exercise your voting rights using one of the following methods. Please do so by 5 p.m. on Wednesday, June 28, 2023, Japan time.

Deadline for exercising voting

rights

Wednesday, June 28, 2023,

at 5 p.m. Japan time

1. Exercising voting rights in writing (by mail)

Indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it so that it is received by the aforementioned deadline. If you mail your form, please use the enclosed sticker to cover the information you enter.

2. Exercising voting rights online

(1) Smart Voting

1. 1. Point the camera of your smartphone at the two-dimensional bar code on the bottom right of the enclosed Voting Rights Exercise Form. Once you have accessed the Smart Voting page, follow the instructions on the screen to enter your votes (There is no need to enter a voting rights exercise code or password).
   2. You can only use Smart Voting once to exercise your voting rights.
2. Voting rights exercise code/password entry
3. 1. Visit the Voting Rights Exercise Website (URL below) and log in using the voting rights exercise code and password printed on the enclosed Voting Rights Exercise Form. Follow the instructions on the screen to enter your votes. Note that for security purposes, you are required to change your password the first time you log in.
      Voting Rights Exercise Website: https://soukai.mizuho-tb.co.jp/ (in Japanese only)
   2. Your password (including the new one you enter after logging in for the first time) is only valid for this General Meeting of Shareholders. We will issue a new password for the next General Meeting of Shareholders.
   3. Your password is the means of verifying your identity as the person exercising your voting rights. Note that we will never ask you for your password.
   4. If you enter an incorrect password more than a certain number of times, your account will be locked and inaccessible. If your account is locked, follow the instructions on the screen.

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1. Notes

1. The deadline for exercising voting rights is 5 p.m. on Wednesday, June 28, 2023, Japan time. Accordingly, you must finish entering your votes by that time. We recommend voting early.
2. If you wish to revise your votes after exercising your voting rights via Smart Voting, we ask that you use the method described in (2) on page 3.
3. If you exercise your voting rights by mail and online, only your online votes are valid. If you exercise your voting rights multiple times online, only the votes from the final instance are valid.
4. Shareholders are responsible for the expense of connecting to the Internet.
5. Although we have checked that common Internet-enabled devices work properly with the online voting options, the options may not be available with some devices or in some circumstances.

3. Contact for inquiries

If you have any questions, please contact the Stock Transfer Agency Department of Mizuho Trust & Banking Co., Ltd., the shareholder register administrator.

Contact information for help with Smart Voting and the Voting Rights Exercise Website

0120-768-524 (9 a.m.-9 p.m. Japan time every day except New Year holidays)

4. Platform for institutional investors to exercise voting rights electronically

In addition to the aforementioned methods, management and trust banks and other nominal shareholders (including standing proxies) may use the platform for institutional investors to exercise voting rights electronically operated by ICJ, Inc. to exercise their rights electronically at the Company's General Meeting of Shareholders if they have applied to use the platform in advance.

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal 1: Appropriation of Surplus

We believe that providing an appropriate return of profits to shareholders is one of our most important management tasks.

We therefore abide by the basic policy of ensuring stable and continuous dividends in our profit appropriation while endeavoring to secure internal reserves required to take effective measures to address future-oriented initiatives: R&D efforts to develop original businesses with growth potential, the vitalization of existing businesses and the expansion of business fields.

In light of the Company's results for the fiscal year ended March 31, 2023, we hereby propose to pay a year-end ordinary dividend of ¥20 per share for the fiscal year as follows.

1. Type of dividend property: Cash
2. Matters concerning allotment of dividend property to shareholders and the total amount thereof Amount for each common stock of the Company: ¥20 per share
   Total amount to be distributed: ¥479,156,060
3. Effective date for the dividends of surplus: June 30, 2023

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