Hisaka Works : Notice of the 95th 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.

(Securities Code: 6247)

June 6, 2024

To Our Shareholders:

Toshiya Usami, Director, President and Chief Operating

Officer

Hisaka Works, Ltd.

2-12-7, Sonezaki, Kita-ku, Osaka City

Notice of the 95th Annual General Meeting of Shareholders

We are pleased to announce the 95th Annual General Meeting of Shareholders of Hisaka Works, Ltd. (the "Company"), which will be held as indicated below. We look forward to your attendance.

When convening this General Meeting of Shareholders, the Company takes measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which measures for providing information in an electronic format are to be taken) in an electronic format, and posts this information on the Company's website. Please access the website by using the Internet address as shown below to review information.

The Company's website: https://www.hisaka.co.jp/ir_info/meeting.html (in Japanese)

In addition to posting items subject to measures for electronic provision on the Company's website, the Company also posts this information on the website of Tokyo Stock Exchange, Inc. (TSE) which can be viewed below.

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 "Hisaka Works" in "Issue name (company name)" or the Company's securities code "6247" 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].")

If you are not able to attend the Meeting in person, you may exercise your voting rights in any one of the following ways. Please follow the instructions in the reference document and complete your voting.

[Exercise of Votes via Internet, etc.]

Please access the Company's designated website (https://evote.tr.mufg.jp/) (in Japanese), follow the instructions on the screens, and input your approval or disapproval by 5:00 p.m. (JST) on Wednesday, June 26, 2024.

When exercising your voting rights via the Internet, etc. please refer to the Information on Exercising Voting Rights via the Internet, etc. on page 4 (in Japanese only).

[Exercise of Votes in Writing (by Mail)]

Please indicate on the Voting Rights Exercise Form enclosed herewith your approval or disapproval for the proposals and return the form by 5:00 p.m. (JST) on Wednesday, June 26, 2024.

1. Date and Time: Thursday, June 27, 2024, 10:00 a.m. (JST)
2. Venue: Rental Conference Room, 26th Floor, Osaka Umeda Twin Towers North 8-1,Kakuda-cho,Kita-ku, Osaka City
3. Purpose of the Meeting: Matters to be reported:
   1. Report on the Business Report, the Consolidated Financial Statements for the 95th Fiscal Year (From April 1, 2023 to March 31, 2024), and Audit Reports by the Accounting Auditor and the Audit and Supervisory Committee on the Consolidated Financial Statements
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2. Report on the Non-consolidated Financial Statements for the 95th Fiscal Year (From April 1, 2023 to March 31, 2024)

Matters to be resolved:

Proposal Election of Seven Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)

Please kindly note that no gifts will be given to attendees. Your understanding would be highly appreciated.

• If you attend the meeting, please submit the Voting Rights Exercise Form enclosed herewith to the reception desk at the entrance of the meeting hall.
• As the Company's efforts for "Cool Biz" energy conservation, please note that the Board members and relevant staff will dress lightly on the day of the Meeting. Shareholders are also encouraged to attend the Meeting in light clothing.
• For this General Meeting of Shareholders, the content of reference documents for the general meeting of shareholders, etc. (items subject to measures for electronic provision) will be delivered to all shareholders who have voting rights regardless of whether they have requested the delivery of paper-based documents pursuant to the Companies Act.
• Among the items subject to measures for electronic provision, the following items of the Consolidated Financial Statements and Non-Consolidated Financial Statements are posted on each of the websites listed on the previous page in accordance with applicable laws and regulations of Japan, and the provision of Article 15 of the Company's Articles of Incorporation, and therefore, are not included in this document. They are Consolidated Statements of Changes in Equity, Notes to Consolidated Financial Statements, Statements of Changes in Equity and Notes to Non-Consolidated Financial Statements. Accordingly, the Consolidated Financial Statements and Non-Consolidated Financial Statements accompanying this document are the portions of Consolidated Financial Statements and Non-Consolidated Financial Statements that were audited by the Independent Auditor in the preparation of the Independent Auditor's Report or by the member of the Audit and Supervisory Committee in the preparation of the Auditor's Report.
• If revisions to the items for which measures for providing information in electronic format are to be taken arise, a notice of the revisions and the details before and after the revisions will be posted on each of the websites stated on the preceding page.
• Depending on the circumstances, issues that shareholders need to be informed of prior to the day of the meeting will be announced on the Company's website.
  The Company's website: https://www.hisaka.co.jp/

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Reference Documents for the General Meeting of Shareholders

Proposals and Reference Information

Proposal	Election of Seven Directors (Excluding Directors Who Are Audit and Supervisory Committee
	Members)

The terms of office for all of the current seven (7) Directors (excluding Directors who are Audit and Supervisory Committee Members) will expire at the conclusion of the Meeting. Therefore, the Company proposes the election of seven (7) Directors (excluding Directors who are Audit and Supervisory Committee Members).

The election of candidates for Directors has been determined after consulting and advising by the Nomination and Compensation Committee, in which the Independent Outside Directors comprise a majority of the members. In addition, the Audit and Supervisory Committee has stated its opinion that all of the candidates for Directors are appropriate.

The candidates for Directors are as follows:

Candidates for Directors

Candidate

No.Name

1	Yoshikazu Takeshita	Re-election
2	Toshiya Usami	Re-election
3	Akihito Adachi	Re-election
4	Hiroshi Hatano	New election
		Re-election
5	Koji Mizumoto	Independent officer
Candidate for Outside
		Director
		Re-election
6	Yuko Tsuno	Independent officer
Candidate for Outside
		Director
		New election
7	Emiko Ikigoshi	Independent officer
Candidate for Outside

Director

Positions and responsibility in the Company

Chairman and CEO

President and Representative Director; President and

COO

Director, Managing Executive Officer

Sales and Technical & Development fields, and Konoike Plant Manager

Senior Executive Officer; Management, Management Strategy, and Investor Relations fields; Ome Plant Manager and Tokyo Branch Office Manager

Outside Director

Outside Director

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Candidate	Name	Career summary and position and responsibility in the Company	Number of the
Company's shares
No.	(Date of birth)	(Significant concurrent positions outside the Company)	owned
		Mar. 1981	Joined Hisaka Works, Ltd.
		Mar. 2012	Manager of the Manufacturing Department of
			the Process Engineering Division of the
			Company
		Mar. 2014	General Manager of the Process Engineering
			Division
	Yoshikazu Takeshita	June 2014	Director, General Manager of the Process
		Engineering Division
	(November 4, 1957)
	Oct. 2015	Director, General Manager of the Process	54,500
	Re-election		Engineering Division and Kyushu Branch
		Office Manager
1		Apr. 2016	Managing Director, Finance and Management
		Strategy fields
		Apr. 2017	Director, President and Chief Executive Officer
		June 2020	President and Representative Director;
			President and CEO
		Apr. 2024	Chairman and CEO (current position)
	(Reasons for nomination as candidate for Director)
	Yoshikazu Takeshita possesses a wealth of knowledge and experience mainly in the textile dyeing and processing
	machine business. After being appointed as a Director, he has assumed the positions of General Manager of the Process
	Engineering Division and in charge of Finance and Management Strategy. Since 2017, he has demonstrated strong
	leadership as President and CEO, and from 2024 as Chairman and CEO, devoting himself to the Company's
	development. The Company judges he will be able to continue contributing to increasing its corporate value, and
	therefore proposes his election as Director.

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Candidate	Name
No.	(Date of birth)

Toshiya Usami

(November 16, 1959)

Re-election

2

Career summary and position and responsibility in the Company

(Significant concurrent positions outside the Company)

Mar. 1983 Joined Hisaka Works, Ltd.

Mar. 2014 Manager of the Sales Section of the Heat Exchanger Division of the Company

Apr. 2016 Executive Officer, Manager of the Sales Section of the Heat Exchanger Division, and Nagoya Branch Office Manager

Apr. 2017 Executive Officer, Manager of the Manufacturing Section of the Valve Division

Apr. 2018 Executive Officer, General Manager of the Valve Division

June 2019 Director, General Manager of the Valve Division

June 2020 Senior Executive Officer, General Manager of the Valve Division

Apr. 2021 Managing Executive Officer, Domestic Sales field; General Manager of the Valve Division

July 2021 Managing Executive Officer, Sales field; General Manager of the Valve Division

Apr. 2022 Managing Executive Officer, Sales field and Tokyo Branch Office Manager

June 2022 Director, Managing Executive Officer, Sales field and Tokyo Branch Office Manager

June 2023 Director, Managing Executive Officer, Corporate Planning and Overseas Operation fields and Tokyo Branch Office Manager

Apr. 2024 President and Representative Director, President and COO (current position)

Number of the

Company's shares

owned

42,900

(Reasons for nomination as candidate for Director)

Toshiya Usami possesses a wealth of knowledge and experience of sales at the heat exchanger business. After being appointed as an Executive Officer, he has assumed the positions of Manager of the Sales Section of the Heat Exchanger Division, Manager of the Manufacturing Section of Valve Division, and General Manager of the Valve Division. After being appointed as a Director, he has assumed responsibilities for overseeing the company-wide Sales, Corporate Planning, and Overseas Operations. Since 2024, he has demonstrated strong leadership as President and COO, devoting himself to achieving the goals of the Medium-term Management Plan to contribute to the Company's development. The Company judges he will be able to continue contributing to increasing its corporate value, and therefore proposes his election as Director.

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Candidate	Name	Career summary and position and responsibility in the Company
No.	(Date of birth)	(Significant concurrent positions outside the Company)
		Mar. 1984	Joined Hisaka Works, Ltd.
		Mar. 2014	Manager of the Manufacturing Department of
			the Process Engineering Division of the
			Company
		Apr. 2016	Executive Officer, General Manager of the
			Process Engineering Division, and Kyushu
			Branch Office Manager
		Apr. 2018	Executive Officer, General Manager of the
			Process Engineering Division
		June 2018	Director, General Manager of the Process
			Engineering Division
		Apr. 2019	Director, General Manager of the Process
			Engineering Division, and Kyushu Branch
			Office Manager
		Nov. 2019	Director, General Manager of the Process
			Engineering Division, Ome Plant Manager, and
	Akihito Adachi		Kyushu Branch Office Manager
	(December 27, 1960)	Apr. 2020	Director in charge of the Process Engineering
			Division, General Manager of the Technology
	Re-election		Development Division, and Manager of the
			Information System Department
		June 2020	Senior Executive Officer, General Manager of
3			the Technology Development Division, and
			Manager of the Information System
			Department
		Apr. 2021	Senior Executive Officer, General Manager of
			the Technology Development Division
		Apr. 2023	Managing Executive Officer, General Manager
			of the Technology Development Division
		June 2023	Director, Managing Executive Officer,
			Technical & Development field, and General
			Manager of the Technology Development
			Division
		Apr. 2024	Director, Managing Executive Officer, Sales
			and Technical & Development fields, and
			Konoike Plant Manager (current position)

Number of the

Company's shares

owned

33,200

(Reasons for nomination as candidate for Director)

Akihito Adachi possesses abundant knowledge and experience mainly in development and manufacture of food processing equipment. After being appointed as an Executive Officer, he has assumed the positions of General Manager of the Process Engineering Division and General Manager of the Technology Development Division. Currently, He devotes himself to the Company's development by enhancing the company-wide sales force and improving technological capabilities as Executive Officer in charge of Sales and Technical & Development, while playing a practical role in making decisions on significant overall management issues at the Board of Directors. The Company judges he will be able to continue contributing to increasing its corporate value, and therefore proposes his election as Director.

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Candidate	Name
No.	(Date of birth)

Hiroshi Hatano

(January 29, 1965)

New election

4

Career summary and position and responsibility in the Company

(Significant concurrent positions outside the Company)

Sept. 2008 Joined Hisaka Works, Ltd.

Mar. 2015 Manager of the Corporate Management Department of the Company

Apr. 2020 Executive Officer, General Manager of the Corporate Planning Division, and Manager of the Corporate Management Department

Apr. 2024 Senior Executive Officer; Management, Management Strategy, and Investor Relations fields; Ome Plant Manager and Tokyo Branch Office Manager (current position)

Number of the

Company's shares

owned

11,400

(Reasons for nomination as candidate for Director)

Hiroshi Hatano possesses a wealth of knowledge and experience in corporate management, monetary affairs, financial affairs, and legal affairs. After being appointed as an Executive Officer, he has assumed the positions such as General Manager of the Corporate Planning Division. He currently serves as Senior Executive Officer in charge of Management, Management Strategy, and Investor Relations, contributing to the development of the Company. For the aforementioned reasons, the Company judges he will be able to contribute to increasing its corporate value, and therefore proposes his new election as Director.

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Koji Mizumoto

(November 3, 1954)

Re-election

Independent officer

Candidate for Outside Director

Candidate

No.

5

Name	Career summary and position and responsibility in the Company	Number of the
Company's shares
(Date of birth)	(Significant concurrent positions outside the Company)	owned

Apr. 1978 Joined Nisshin Steel Co., Ltd. (present Nippon Steel Corporation)

June 2001 General Manager of the Corporate Planning Dept. of Nisshin Steel Co., Ltd.

Apr. 2005 Executive Officer and General Manager of the Sales Administration Dept. of Nisshin Steel Co., Ltd.

Apr. 2007 Executive Officer and General Manager of the Human Resources Dept. of Nisshin Steel Co., Ltd.

Apr. 2009 Managing Executive Officer and General Manager of the Human Resources Division of Nisshin Steel Co., Ltd.

June 2009 Director and Managing Executive Officer of Nisshin Steel Co., Ltd.

Apr. 2012 Director and Managing Executive Officer of Nisshin Steel Co., Ltd.

Chairman of Nisshin Steel Shanghai Co., Ltd.-

June 2012 Managing Executive Officer of Nisshin Steel Co., Ltd.

Apr. 2014 Vice President, Executive Officer and CFO of Nisshin Steel Co., Ltd.

June 2014 Representative Director; Vice President, Executive officer; and CFO of Nisshin Steel Co., Ltd.

Apr. 2017 Director (assistant to President) of Nisshin Steel Co., Ltd.

June 2017 Senior Advisor of Nisshin Steel Co., Ltd.

June 2018 Advisor of Nisshin Steel Co., Ltd.

June 2019 Outside Director of Hisaka Works Co., Ltd. (current position)

Aug. 2020 Outside Director of Toyo Denki Seizo K.K. (current position)

(Significant concurrent positions outside the Company) Outside Director of Toyo Denki Seizo K.K.

(Summary of reasons for nomination of candidate for Outside Director and expected responsibilities)

Koji Mizumoto had been in charge of corporate management of Nisshin Steel Co., Ltd. (present Nippon Steel Corporation) as Representative Director, Vice President and Executive Officer. Since being appointed as the Company's Outside Director, he has provided advice on its management and performed an appropriate supervisory function from an objective and practical point of view. As one of the Nomination and Compensation Committee members, he has also engaged in the election of candidates for Directors and decision-making on Directors' remuneration and other matters from an objective and neutral point of view. The Company judges that he will continue to utilize his insight and contribute to increasing its corporate value, and accordingly proposes him as a candidate for Outside Director.

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Emiko Ikigoshi (May 13, 1960)

New election

Independent officer

Candidate for Outside Director

Yuko Tsuno

(November 10, 1981)

Re-election

Independent officer

Candidate for Outside Director

Candidate

No.

6

7

Notes: 1. 2. 3.

Name	Career summary and position and responsibility in the Company	Number of the
Company's shares
(Date of birth)	(Significant concurrent positions outside the Company)	owned

Dec. 2008 Completed the requisite courses at the Supreme Court's Legal Research and Training Institute (61st class)

Registered with Aichi Bar Association

Aug. 2009 Registered with Osaka Bar Association Joined Chuo Sogo Law Office P.C. (current position)

Apr. 2012 Joined Intellectual Property Law Practice Study Group (current position)

June 2012 Director of Kansai Branch of Japan Trademark

Association (current position)

June 2016 Officer in charge of the protection of personal

information and a committee member of- information disclosure screening in the city of

Kaizuka (current position)

Apr. 2017 Joined Intellectual Property Committee and Road Traffic Accident Committee of Osaka Bar Association (current position)

Sept. 2017 Lecturer of the School of Policy Studies of Kwansei Gakuin University (current position)

June 2019 Outside Director of Hisaka Works Co., Ltd. (current position)

Aug. 2019 Equity Commission Member of Kaizuka City (current position)

Apr. 2020 Vice Chairperson of the Intellectual Property Committee of the Osaka Bar Association

(Summary of reasons for nomination of candidate for Outside Director and expected responsibilities)

Yuko Tsuno possesses abundant experience and knowledge as a lawyer. After being appointed as an Outside Director of the Company, she has provided advice on the Company's management and performed an appropriate supervisory function from an objective and specialized point of view. As one of the Nomination and Compensation Committee members, she has also engaged in the election of candidates for Directors and decision-making on Directors' remuneration and other matters from an objective and neutral point of view. The Company judges that she will continue to utilize her insight and contribute to increasing its corporate value, and accordingly proposes her as a candidate for Outside Director. Although she has no experience in the past of corporate management other than performing as outside officer, the Company judges, based on the above reasons, that she will be able to fulfill the roles and duties of Outside Director appropriately.

Oct. 1990 Joined Chuo Shinko Audit Corporation

Mar. 1994 Registered as a certified public accountant

June 2003 Partner of ChuoAoyama Audit Corporation

Aug. 2007 Joined Deloitte Touche Tohmatsu (present

Deloitte Touche Tohmatsu LLC) as a partner-

Oct. 2023 Established Ikigoshi Certified Public Accountant Office (current position)

(Significant concurrent positions outside the Company) Representative of Ikigoshi Certified Public Accountant Office

(Summary of reasons for nomination of candidate for Outside Director and expected responsibilities)

Emiko Ikigoshi possesses professional knowledge and experience as a certified public accountant where she has obtained abundant knowledge into finance and accounting. The Company judges she will be able to provide advice on the Company's management and perform an appropriate supervisory function from an objective and specialized point of view if she is appointed as an Outside Director, and accordingly proposes her as a candidate for Outside Director. Although she has no experience in the past of corporate management, the Company judges, based on the above reasons, that she will be able to fulfill the roles and duties of Outside Director appropriately.

There is no special interest between any of the candidates and the Company.

Koji Mizumoto, Yuko Tsuno, and Emiko Ikigoshi are candidates for Outside Director.

Koji Mizumoto, Yuko Tsuno, and Emiko Ikigoshi satisfy the requirements for an independent officer as provided for by Tokyo Stock Exchange, Inc., and the Company has submitted notification to the aforementioned exchange concerning the

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designation of Koji Mizumoto and Yuko Tsuno as independent officers. If they are re-elected, the Company plans to submit notification to the aforementioned exchange concerning the renewal of their designation as independent officers. If Emiko Ikigoshi is elected, the Company plans to submit notification to the aforementioned exchange concerning her designation as an independent officer.

1. The Company has set out its Criteria for the Independence of Outside Officers of the Company. (The Company's website: https://www.hisaka.co.jp/company_info/outline.html) (Japanese only) All of the candidates for Outside Directors nominated in this proposal have satisfied these standards.
2. Koji Mizumoto and Yuko Tsuno are currently Outside Directors of the Company. At the conclusion of this meeting, their tenures since assuming office as Outside Directors will have been five years.
3. Limited liability agreements with candidates for Outside Directors
   To secure human resources who are valuable as Outside Directors, the Company's Articles of Incorporation have prescribed that the Company is allowed to enter into a limited liability agreement with Outside Directors. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into agreements with Koji Mizumoto and Yuko Tsuno to limit their liability for damages under Article 423, paragraph (1) of the Companies Act. If they are re-elected, the Company plans to renew the aforementioned agreements with them. If Emiko Ikigoshi is elected, the Company also plans to enter into the same limited liability agreement with her.
   An outline of the limited liability agreement is as follows:
   Pursuant to Article 427, paragraph (1) of the Companies Act, in line with the provisions of the Articles of Incorporation that allow for the Company to enter into an agreement to limit liability for damages, the maximum amount of liability for damages under this agreement is 1 million yen or the minimum amount provided for under laws and regulations, whichever is higher.
4. Liability Insurance Policy for Directors and Executive officers
   The Company has entered into a directors and officers liability insurance agreement with the insurance company pursuant to Article 430-3, paragraph (1) of the Companies Act. A summary of details of the insurance agreement is provided on page 24 of the Business Report (in Japanese only). Provided that a candidate for Director is approved, he or she will be covered as an insured party under the said insurance policy.
   The Company is scheduled to renew the said insurance policy with the same details at the time of renewal.

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