AXELL : Notice of the 29th Ordinary General Meeting of shareholders

These documents have been translated from Japanese originals for reference purposes only.

In the event of any discrepancy between these translated documents and the Japanese originals, the originals shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damage arising from the translations.

(Securities Code: 6730) May 31, 2024 (Date of commencement of measures for electronic provision: May 24, 2024)

To Shareholders with Voting Rights:

Akihiro Saito

President & Representative Director

AXELL CORPORATION

14-1, Sotokanda 4-chome,Chiyoda-ku,

Tokyo, Japan

NOTICE OF

THE 29TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We hereby notify you that the 29th Ordinary General Meeting of Shareholders (the "Meeting") of AXELL CORPORATION ("the Company") will be held as follows.

When convening the Meeting, the Company has taken measures for electronic provision and has posted matters subject to measures for electronic provision as "Notice of the 29th Ordinary General Meeting of Shareholders" and "Other Matters Subject to Measures for Electronic Provision (Matters Excluded from Paper- based Documents Delivered to Shareholders)" on the following website.

[The Company website] https://www.axell.co.jp/en/ir/holder/#meeting

In addition to the above, the Company also has posted this information on the website of the Tokyo Stock Exchange (TSE). To view the information, please access the following TSE website (Listed Company Search), enter "AXELL" in the "Issue name (company name)" box or "6730" in the "Code" box, and click on "Search," and then click on "Basic information" and select "Documents for public inspection/PR information."

[TSE website] https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

Instead of attending the Meeting, you may exercise your voting rights via the Internet or in writing. Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights no later than 6:00 p.m. on Wednesday, June 19, 2024, Japan time.

1

1. Date and Time:
2. Venue:
3. Meeting Agenda: Matters to be reported:
   Proposals to be resolved: Proposal No. 1: Proposal No. 2:
   Proposal No. 3:

10:00 a.m. on Thursday, June 20, 2024 (JST)

Banquet room "Yukyu" on the second floor of Hotel Metropolitan Edmont located at 10-8, Iidabashi 3-chome,Chiyoda-ku, Tokyo, Japan

1. Business Report, Consolidated Financial Statements for FY2023 (from April 1, 2023 to March 31, 2024) and results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit and Supervisory Committee
2. Non-consolidatedFinancial Statements for FY2023 (from April 1, 2023 to March 31, 2024)

Distribution of Surplus

Election of Five Directors (Excluding Directors Serving as Audit and Supervisory Committee Members)

Election of Four Directors Serving as Audit and Supervisory Committee Members

2

• If there is no indication of approval or disapproval of a proposal on the Voting Rights Exercise Form, we will treat it as an indication of approval.
• If any amendments are made to matters subject to measures for electronic provision, such amendments will be posted on the respective websites where the matters are posted.

https://www.axell.co.jp/en/>

3

Contents

Reference Documents for the General Meeting of Shareholders	6
	Proposal No. 1: Distribution of Surplus	6
	Proposal No. 2: Election of Five Directors (excluding Directors Serving as Audit and Supervisory
	Committee Members)	7
	Proposal No. 3: Election of Four Directors Serving as Audit and Supervisory Committee Members	12
Business Report	19
1. Overview of the Group	19
	(1)	Business in FY2023	19
	(2)	Trends in Assets and Income over the Past Three Fiscal Years	21
	(3)	Material Subsidiaries	21
	(4)	Issues to Be Addressed	22
	(5)	Principal Business (as of March 31, 2024)	23
	(6)	Principal Offices and Plants (as of March 31, 2024)	23
	(7)	Employees (as of March 31, 2024)	23
	(8)	Principal Lenders (as of March 31, 2024)	23
	(9)	Other Material Information on the Current Status of the Group	24
2. Status of Shares (as of March 31, 2024)	25
	(1)	Total Number of Shares Authorized to Be Issued	25
	(2)	Total Number of Shares Issued	25
	(3)	Number of Shareholders	25
	(4)	Major Shareholders (Top 10)	25
	(5)	Shares Issued to Officers of the Company as Compensation for Duties Performed in FY2023	25
3. Information on the Company's Share Acquisition Rights, etc	26
	(1)	Share Acquisition Rights, etc. Held by the Company's Officers as of March 31, 2024	26
	(2)	Share Acquisition Rights Issued to Employees, etc. during FY2023	26
4.	Company Officers	27
	(1)	Directors (as of March 31, 2024)	27
	(2)	Outline of Liability Limitation Agreement	28
	(3)	Outline of Directors and Officers Liability Insurance Agreement	28
	(4)	Remuneration, etc. for Directors	28
	(5)	Outside Officers	30
5.	Accounting Auditor	32
	(1)	Name	32
	(2)	Amount of Fees, etc	32
	(3)	Description of Non-auditing Business	32
	(4)	Policy regarding Determination of Termination or Nonrenewal of Appointment of Accounting
		Auditor	32
	(5)	Outline of Liability Limitation Agreement	32

6. Outline of Systems to Ensure Compliance with Laws, Regulations and the Articles of Incorporation in the Execution of Duties and Other Systems to Ensure the Properness of Operations and Operational

Status of Said Systems	33
(1)	Systems to Ensure that Directors and Employees of the Company Comply with Laws, Regulations
	and the Articles of Incorporation in the Execution of Their Duties	33
(2)	Systems concerning Storage and Management of Information on the Execution of Duties by
	Directors of the Company	33
(3)	Internal Regulations and Other Systems concerning Risks of Loss of the Company	33

4

(4)	Systems to Ensure the Efficient Execution of Duties by Directors of the Company	34
(5)	Systems to Ensure the Properness of Business Operations in the Corporate Group Consisting of the
	Company, Its Parent Company and Subsidiaries	34

1. Matters concerning Directors and Employees to Be Posted as Assistants to the Audit and Supervisory Committee of the Company for the Execution of Audit Duties, Matters concerning the Independence of Said Directors and Employees from Directors (excluding Directors Serving as Audit and Supervisory Committee Members) and Matters concerning Ensuring the Effectiveness of

	the Orders from the Audit and Supervisory Committee to Said Directors and Employees	34
(7)	Systems for Directors (excluding Directors Serving as Audit and Supervisory Committee Members)
	and Employees of the Company to Report to the Audit and Supervisory Committee	34
(8)	Systems to Ensure that Whistleblowers Pursuant to the Preceding Item Do Not Suffer from Any
	Disadvantageous Treatment due to their Reports	35
(9)	Matters concerning the Policies for the Treatment of Expenses or Obligations to Be Incurred for the
	Execution of Duties by Audit and Supervisory Committee Member(s)	35
(10)	Other Systems to Ensure the Effectiveness of Auditing by the Audit and Supervisory Committee of
	the Company	35
(11)	Systems to Ensure the Reliability of Financial Reporting	35
7. Policy for Determination of Distribution of Surplus, etc	37
8. Basic Policy regarding the Company's Control	37
Consolidated Balance Sheet	38
Consolidated Statement of Income	39
Consolidated Statement of Changes in Net Assets	40
Notes to Consolidated Financial Statements	41
Non-consolidated Balance Sheet	50
Non-consolidated Statement of Income	51
Non-consolidated Statement of Changes in Net Assets	52
Notes to Non-consolidated Financial Statements	53
Accounting Auditor's Report on Consolidated Financial Statements	57
Accounting Auditor's Report on Non-consolidated Financial Statements	59
Report of the Audit and Supervisory Committee	61

5

Reference Documents for the General Meeting of Shareholders

Proposal No. 1: Distribution of Surplus

The Company's policy on profit sharing for shareholders is to maximize the return, while taking into account the adequate levels of "periodic profit returns to shareholders" and "maintenance of appropriate internal reserves that enables flexible business operations." Based on this policy, the amount of dividends is set at 50% of profit (payout ratio of 50%) as a general rule. However, if the amount of dividends calculated at the payout ratio of 50% falls below the amount for the previous fiscal year, the amount shall be considered with the level of prior dividends taken into account after adequate internal reserves are secured. Meantime, the Company bases its calculation of payout ratio on consolidated financial results instead of non-consolidated financial results.

Based on this policy, we propose a year-end dividend of 81 yen per share.

Year-end dividend

(1)	Dividend asset type
	Cash
(2)	Allotment of dividend assets and its total amount
	81 yen per share of the Company's common stock	Total amount: 885,757,437 yen

1. Effective date of dividends from surplus June 21, 2024

6

Proposal No. 2: Election of Five Directors (excluding Directors Serving as Audit and Supervisory Committee Members)

The term of office of all five Directors (excluding Directors serving as Audit and Supervisory Committee Members) will have expired at the close of this General Meeting of Shareholders. We therefore propose that the five Directors be elected.

Additionally, it has been confirmed that the Audit and Supervisory Committee does not have any particular opinion with regard to this proposal.

The candidates for the positions of Director (excluding Directors serving as Audit and Supervisory Committee Members) are as follows.

					Number of
No.	Name	Past experience, positions and responsibilities in the Company		shares of the
(Date of birth)		(major concurrent positions)		Company
					held
		April 1994	Joined Nippon Steel Corp. (current NIPPON STEEL
			CORPORATION)
		April 1998	Joined the Company
		April 2004	Appointed to Senior Manager of Engineering Department
	Kazunori		of the Company
	Matsuura	June 2006	Appointed to Director & Assistant General Manager of
	(Jan. 25, 1970		Engineering Department of the Company		417,310
	54 years old)	June 2010	Appointed to Director & General Manager of Engineering		shares
			Department of the Company
	Reappointment	June 2012	Appointed to President & Representative Director of the
			Company
		April 2014	Visiting Professor of University of Tsukuba (to present)
1		June 2022	Appointed to Chairman & Representative Director of the
		Company (to present)
	 Record of attendance at Board of Directors meetings
	100% (13 out of 13)
	 Reasons for selecting the candidate for Director (excluding Director serving as Audit and Supervisory
	Committee Member)
	Mr. Kazunori Matsuura has a wealth of experience in semiconductor development at other companies and is
	involved in business promotion and corporate management of the Company as President & Representative
	Director from 2012 and Chairman & Representative Director at present. By supervising the Company's
	management based on these experiences and achievements, he can be expected to strengthen the decision-
	making functions of the Board of Directors and aim to increase the speed and efficiency of business execution
	while promoting agile management that can appropriately respond to changes in the management
	environment. Thus, the Company has designated him as a candidate for Director (excluding Director serving
	as Audit and Supervisory Committee Member).

7

				Number of
No.	Name	Past experience, positions and responsibilities in the Company	shares of the
(Date of birth)		(major concurrent positions)	Company
				held
		April 1989	Joined Nippon Steel Corp. (current NIPPON STEEL
			CORPORATION)
		January 2002	Joined the Company
		April 2004	Appointed to Senior Manager of Sales & Marketing
			Department of the Company
		June 2006	Appointed to Director & Assistant General Manager of
			Sales & Marketing Department of the Company
	Akihiro Saito	June 2010	Appointed to Director & General Manager of Sales &
		Marketing Department of the Company
	(Aug. 4, 1966
	June 2012	Appointed to Executive Vice President & Representative	46,050
	57 years old)
		Director, General Manager of Sales & Marketing	shares
	Reappointment		Department of the Company
	June 2018	Appointed to Executive Vice President & Representative
			Director Supervising Sale & Marketing Department and
			Management Department of the Company
2		May 2019	Director of ax Inc. (to present)
	April 2020	Appointed to Executive Vice President & Representative
			Director of the Company
		June 2022	Appointed to President & Representative Director of the
			Company (to present)

• Record of attendance at Board of Directors meetings 100% (13 out of 13)
• Reasons for selecting the candidate for Director (excluding Director serving as Audit and Supervisory Committee Member)
  Mr. Akihiro Saito has a wealth of experience in semiconductor sales and business promotion at other companies and is involved in business promotion and corporate management of the Company as Executive Vice President & Representative Director from 2012 and President & Representative Director at present. By supervising the Company's management based on these experiences and achievements, he can be expected to strengthen the decision-making functions of the Board of Directors and aim to increase the speed and efficiency of business execution while promoting agile management that can appropriately respond to changes in the management environment. Thus, the Company has designated him as a candidate for Director (excluding Director serving as Audit and Supervisory Committee Member).

8

				Number of
No.	Name	Past experience, positions and responsibilities in the Company	shares of the
(Date of birth)		(major concurrent positions)	Company
				held
		April 2006	Joined the Company
		March 2011	Completed Doctoral Program of Graduate School of Systems
			and Information Engineering of University of Tsukuba
		April 2013	(Ph.D. in Engineering)
		Appointed to Senior Manager of Engineering Department of
		April 2014	the Company
		Visiting Associate Professor of University of Tsukuba
		June 2018	(to present)
		Appointed to Director & General Manager of Strategic
			Planning Section, Team Leader of Algorithm Team of
	Kazuki Kyakuno	July 2018	Engineering Department of the Company
	Director of VIPPOOL Inc.
	(Dec. 12, 1983	April 2019	Appointed to Director & General Manager of Strategic	16,460
	40 years old)
		Planning Section, Supervising Algorithm Team of	shares
	Reappointment	May 2019	Engineering Department of the Company
	Director of ax Inc. (to present)
		August 2019	Director of MotionPortrait, Inc.
		April 2022	Appointed to Director & General Manager of Business
			Development Division, Supervising Algorithm Team of
		June 2022	Engineering Department of the Company
		Appointed to Managing Director & General Manager of
3			Business Development Division, Supervising Algorithm
			Team of Engineering Department of the Company
		April 2024	Appointed to Managing Director & CTO, Supervising
			Algorithm Team of Engineering Department of the Company
			(to present)

• Record of attendance at Board of Directors meetings 100% (13 out of 13)
• Reasons for selecting the candidate for Director (excluding Director serving as Audit and Supervisory Committee Member)
  Mr. Kazuki Kyakuno was affiliated with a research laboratory that was in joint development with the Company during his time as a student. Since joining the Company, he has consistently been involved in research and development of proprietary elemental technologies that can realize algorithm and architecture as differentiators of the Company's LSI products. He then supervised the research and development division as a leader from 2018 and is currently involved in the management of business development fields as Managing Director to accelerate the establishment of the new business by utilizing his experience and knowledge gained through research and development. He can be expected to continue to play a leading role in business promotion in future business development fields. In addition, by reflecting these experiences and achievements in the Company's management, he can be expected to strengthen the decision-making functions of the Board of Directors and aim to increase the speed and efficiency of business execution while promoting agile management that can appropriately respond to changes in the management environment. Thus, the Company has designated him as a candidate for Director (excluding Director serving as Audit and Supervisory Committee Member).

9

				Number of
No.	Name	Past experience, positions and responsibilities in the Company	shares of the
(Date of birth)		(major concurrent positions)	Company
				held
		April 1995	Joined TAKACHIHO KOHEKI CO., LTD.
		November 1999	Joined MegaChips Corporation
	Takaomi	October 2006	Joined the Company
	April 2015	Appointed to Senior Manager of Sales & Marketing
	Kishimoto
		Department of the Company	8,100
	(Feb. 24, 1973
	June 2018	Appointed to Executive Officer & General Manager of
	51 years old)	shares
		Sales & Marketing Department of the Company
	Reappointment	November 2020 Appointed to President & Representative Director of
		aimRage Inc. (to present)
		June 2022	Appointed to Director & General Manager of Sales &
			Marketing Department of the Company (to present)
	 Record of attendance at Board of Directors meetings
	100% (13 out of 13)
4	 Reasons for selecting the candidate for Director (excluding Director serving as Audit and Supervisory
	Committee Member)
	Mr. Takaomi Kishimoto has a wealth of experience in semiconductor sales at other companies. Since joining
	the Company, he has contributed to increasing sales and market share of our products at the sales & marketing
	division by acquiring new customers steadily and enhancing the relationship with existing partners through
	sales activities for a range of peripheral products such as LSI products. Currently, he utilizes his marketing
	capability to accurately grasp market needs as the head of the sales & marketing division. At the same time, he
	also assumes a role as President & Representative Director of the subsidiary that specializes in manufacturing
	and selling memory modules. He can be expected to continue to play a leading role in business promotion at
	the sales & marketing division in the future. In addition, by reflecting these experiences and achievements in
	the Company's management, he can be expected to strengthen the decision-making functions of the Board of
	Directors and aim to increase the speed and efficiency of business execution while promoting agile
	management that can appropriately respond to changes in the management environment. Thus, the Company
	has designated him as a candidate for Director (excluding Director serving as Audit and Supervisory
	Committee Member).

10