Carlit : NOTICE OF THE 11TH 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 11, 2024

Start date of measures for electronic provision: June 4, 2024

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 11TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We are pleased to announce the 11th 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 17, and exercise your voting rights by 5 p.m. on Wednesday, June 26, 2024, Japan time, in accordance with "Guidance on Exercising Voting Rights" on pages 3 to 4.

1. Date and Time: Thursday, June 27, 2024, 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 11th Fiscal Year (April 1, 2023-March 31, 2024), 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 11th Fiscal Year (April 1, 2023-March 31, 2024)

Proposals to be resolved:

Proposal 1: Appropriation of Surplus

Proposal 2: Amendment to the Articles of Incorporation

Proposal 3: Election of Eight (8) Directors

Proposal 4: Election of Two (2) Audit & Supervisory Board Members

• In the event that no vote for or against the proposals is indicated in the Voting Rights Exercise Form, it will be handled as a vote in favor of the proposal.
• When attending the meeting, please submit the 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.
• If you wish to revise your votes after exercising your voting rights online, we ask that you exercise your voting rights again using the method described on page 4. If you exercise your voting rights multiple times online, only the votes from the final instance are valid.
• Shareholders will be responsible for the expense of connecting to the Internet when exercising voting rights online.
• 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.
• 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 Consolidated Financial Statements" in the Consolidated Financial Statements
  3. "Non-consolidatedStatement of Changes in Equity" and "Notes to 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

Voting at the general meeting of shareholders is an important right for all shareholders. Please exercise your voting rights after reviewing the Reference Documents for the General Meeting of Shareholders.

Please exercise your voting rights in one of the following three ways.

For General Meeting of Shareholders attendees

Please submit the Voting Rights Exercise Form at the reception desk.

Date and time

Thursday, June 27, 2024,

at 10 a.m. Japan time

(reception start time: 9:30 a.m.)

For exercising your voting rights in writing (by mail)

Please indicate your vote for or against the proposals on the Voting Rights Exercise Form and return it.

Note: Please use the enclosed sticker to cover the information you enter.

Deadline for exercising voting rights

Wednesday, June 26, 2024,

at 5 p.m. Japan time

For exercising your voting

rights online

Please follow the directions on the next page to enter your vote for or against the proposals.

Deadline for exercising voting rights

Wednesday, June 26, 2024,

at 5 p.m. Japan time

How to Fill Out the Voting Rights Exercise Form

Please indicate your approval or disapproval of each proposal.

Proposals 1 and 2

To mark your approval → Circle "Approve."

To mark your disapproval → Circle "Disapprove."

Proposals 3 and 4

To mark your approval for all candidates

→ Circle "Approve."

To mark your disapproval for all candidates → Circle "Disapprove."

To mark your disapproval for certain candidates

Note: The actual Voting Rights Exercise Form may differ from the image.→ Circle "Approve" and write the number of the candidate(s) you wish to disapprove.

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.

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Exercising Voting Rights Online

"Smart Voting®" by scanning the login QR Code

Please scan the QR Code provided at the bottom right of the Voting Rights Exercise Form.

You can simply log in to the Voting Rights Exercise Website without entering your voting rights exercise code and password.

The agendas for the General Meeting of Shareholders are available for reference on the Smart Voting page.

Details of proposals

You can only use Smart Voting once to exercise your voting rights.

If you need to make a correction to the content of your vote after you have exercised your voting rights, please access the website for personal computer and exercise your voting rights again using the method explained below.

• You can access the website for personal computer by scanning the login QR Code again.
• "QR Code" is a registered trademark of DENSO WAVE INCORPORATED.

Voting rights exercise code/password entry

Voting Rights Exercise Website
Visit the Voting Rights	Enter the voting rights exercise code
Exercise Website.	given on the Voting Rights Exercise Form.

Please enter the password given on the Voting Rights Exercise Form.

Click "Next"	Enter the voting rights exercise code	Enter your password
Click "Next"
	Please register a new password
		(on first use only)
		Click "Register"

Note: The actual screen displayed to you may differ from the image.

Please follow the instructions on the screen to enter your votes.

If you have any questions about how to exercise your voting rights online using a personal computer, smartphone, or cell phone, please contact:

Internet Help Dial, Stock Transfer Agency Department,

Mizuho Trust & Banking Co., Ltd.

0120-768-524

(Hours: 9 a.m.-9 p.m. Japan time every day except New Year holidays)

Institutional investors may use the platform for institutional investors to exercise voting rights electronically operated by ICJ, Inc.

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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 "continuously paying and raising stable 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. Also, we have positioned "stable performance linked dividends" as one of the important measures in our Medium-term Management Plan entitled "Challenge 2024: Grow Up Plan 2024."

In light of the Company's results for the fiscal year ended March 31, 2024 and these initiatives, we hereby propose to pay a year-end ordinary dividend of ¥33 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: ¥33 per share
   Total amount to be distributed: ¥790,607,499
3. Effective date for the dividends of surplus: June 28, 2024

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Proposal 2: Amendment to the Articles of Incorporation 1. Reasons for the amendment

Since October 2013, the Group has been working to strengthen our competitiveness and promote growth under a pure holding company structure. As originally intended, we have separated management and business operations under a pure holding company structure to achieve overall optimization from the perspective of group management, and by addressing management issues such as structural reform of existing businesses and improvement of financial strength, we are now on track to overcome these challenges. Based on this, we have determined that it is optimal to change the Group's organizational structure in order to accelerate decision- making, streamline administrative divisions, and rebalance personnel as part of our strategy to "rebuild our business infrastructure," with the aim of achieving the "our vision for the Company in 2030," as stated in our Medium-term Management Plan entitled "Challenge 2024," which began in fiscal year 2022, as well as improving our PBR.

For the above reasons, effective October 1, 2024 (scheduled), the Company will merge with its wholly owned subsidiaries, Japan Carlit Co., Ltd. and Silicon Technology Corporation, and transition from a pure holding company to an operating holding company. Prior to this, effective July 1, 2024, the Company will amend Article 1 (Trade Name) and Article 2 (Purpose) of the current Articles of Incorporation and establish new supplementary provisions.

The reasons for each amendment to the Articles of Incorporation are as follows.

(1) Trade name

Prior to the merger, the Company's trade name will be changed to Carlit Co., Ltd. By retaining the name "Carlit," which has been familiar to our customers since our founding, our aim is to renew the Group's image and further enhance our corporate value in order to realize our Medium-term Management Plan entitled "Challenge 2024" as well as the "our vision for the Company in 2030," based on our management philosophy of "For Confidence and Infinite Challenge," which we have cultivated over the years.

(2) Change in business purpose

In accordance with the transition from a pure holding company to an operating holding company, Article 2 (Purpose) of the current Articles of Incorporation is to be changed to match the business after the transition.

(3) New supplementary provisions

Accompanying the aforementioned changes, supplementary provisions regarding the effective date, etc. will be established.

2. Details of the amendments

The details of the amendment are as follows:

			(Changes indicated with an underline)
	Current Articles of Incorporation		Proposed amendments
Article 1.	(Trade Name)	Article 1. (Trade Name)
The name of the Company shall be Carlit Holdings Co.,	The name of the Company shall be Carlit Co., Ltd.
Ltd.
Article 2.	(Purpose)	Article 2. (Purpose)
The purpose of the Company shall be to engage in the	The purpose of the Company shall be to engage in the
following businesses.	following businesses.
	(Newly added)	(1)	Manufacture and trading of explosives,
			pyrotechnics, and other general explosives
	(Newly added)	(2)	Manufacture and trading of chlorates, chlorites,
			perchlorates, and other general chemical products
	(Newly added)	(3)	Manufacture and trading of agrochemicals and
			agricultural materials
	(Newly added)	(4)	Manufacture and trading of electronic components
			and raw materials for electronic components
	(Newly added)	(5)	Manufacture and trading of functional materials
	(Newly added)	(6)	Manufacture and trading of raw materials for

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	Current Articles of Incorporation		Proposed amendments
			reagents and quasi-drugs
	(Newly added)	(7)	Manufacture and trading of grinding materials and
			other general electrochemical products
	(Newly added)	(8) Design, manufacture, installation, trading, lease,
			and technical guidance of chemical machinery and
			equipment
	(Newly added)	(9)	Design, construction, and supervision of
			buildings, electrical structures, and plumbing
			facilities
	(Newly added)	(10)	Power generation businesses that use renewable
			energy sources, etc., as well as their management,
			operation, and trading of electricity
	(Newly added)	(11)	Collection,	transportation, treatment, and
			recycling of industrial waste
	(Newly added)	(12)	Contracted hazard evaluation testing and related
			services as well as consulting services
	(Newly added)	(13)	Contract calibration and consulting services for
			DC voltage and current generators and measuring
			devices, etc.
	(Newly added)	(14)	Contract testing and consulting services for
			rechargeable batteries
	(Newly added)	(15)	Manufacture, processing, and trading of silicon
			materials for electronic components, etc.
	(Newly added)	(16)	Manufacture and trading of optical equipment as
			well as semiconductor parts and jigs
	(Newly added)	(17)	Refurbishing, processing, and trading of
			semiconductors and electronic components
	(Newly added)	(18)	Manufacture and trading of semiconductor
			manufacturing equipment as well as precision
			equipment and devices
	(Newly added)	(19)	General trucking and warehousing businesses
(1)Control and management of the business activities	(20)	Control and management of the business activities
	of domestic and foreign companiesengaged in		of domestic and foreign corporationsengaged in
	various businesses by acquiring, transferring, or		various businesses by acquiring, transferring, or
	owning shares or equity interests in said		owning shares or equity interests in said
	companies		companies
(2)	Providing management guidance, support, and	(21)	Providing management guidance, support, and
	management, as well as operational support and		management, as well as operational support and
	management, including accounting, general		management,	including accounting, general
	affairs, human resources, and R&D, for domestic		affairs, human resources, and R&D, for domestic
	and foreign companiesengaged in various		and foreign corporationsengaged in various
	businesses		businesses
(3)Acquisition, maintenance, transfer, and licensing	(22)	Acquisition, maintenance, transfer, and licensing
	of intellectual property rights, as well as		of intellectual property rights, as well as
	acquisition, transfer, leasing, and management and		acquisition, transfer, leasing, and management and
	operation of real estate		operation of real estate
(4)Guarantees for loans and borrowings	(23)	Guarantees for loans and borrowings
(5)Businesses incidental and related to each of the	(24)	Allbusinesses incidental and related to each of the
	preceding items		preceding items
(6)	Various businesses	(25)	Various businesses
	(Newly added)	(Supplementary Provisions)
		Article 1.
		Amendments to Articles 1 and 2 of these Articles of
		Incorporation shall take effect on July 1, 2024.
		Article 2.
		The preceding Article and this Article shall be deleted
		upon effectuation of the preceding Article.

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Proposal 3: Election of Eight (8) Directors

The terms of office of all six (6) Directors will expire at the conclusion of this Annual General Meeting of Shareholders. We hereby propose that eight (8) Directors be elected, including three (3) Directors to be newly appointed.

The candidates for Director are as follows:

No.	Name	Current position and responsibilities in the
Company
		Representative Director and President &
1	Hirofumi Kaneko	CEO	Reappointment
		In charge of the Internal Audit Office
		Director and Executive Officer
		In charge of the Chemicals Products segment
2	Fumio Ogawa	In charge of the Corporate Planning	Reappointment
		Department and General Manager of
		Corporate Planning Department
		Director and Executive Officer
3	Yoji Yamaguchi	In charge of the Group Research &	Reappointment
		Development
		Executive Officer
		In charge of the Metal Working segment
4	Hideo Okamoto	New appointment
In charge of the Legal Affairs & Compliance
		Division and the Finance Division
		Executive Officer
5	Shigenobu Takahashi	In charge of the Carbon Neutral Promotion	New appointment
		and Production Quality Control Department
6	Seiichi Shimbo	Outside Director	Reappointment
Outside
			Independent
7	Yukari Murayama	Outside Director	Reappointment
Outside
			Independent
8	Yasuhiro Fujiwara	Outside Audit & Supervisory Board Member	New appointment
Outside
			Independent
Reappointment	Candidate for reappointment as Director
New appointment Candidate for new appointment as Director
Outside	Candidate for Outside Director
Independent	Independent Director as stipulated by stock exchanges

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	Name	Past experience, positions, and responsibilities (significant concurrent positions)	Number of
No.	shares of the
(Date of birth)
			Company held
		April 1984	Joined Japan Carlit Co., Ltd.
		June 2015	Executive Officer of the Company
			President and Representative Director, General Manager, Sales
			Headquarters, Japan Carlit Co., Ltd.
		June 2016	Director, Executive Officer, Supervisor, Group Sales of the
			Company
			President and Representative Director, Japan Carlit Co., Ltd.
		April 2018	Director, Managing Executive Officer, Supervisor, Group Sales	31,300
			Department of the Company
		June 2020	President and Representative Director, in charge of Research &
			Development Center, Internal Audit Office of the Company
		April 2023	Representative Director and President & CEO, in charge of
	[Reappointment]		Corporate Planning Department and Internal Audit Office of the
		Company
1	Hirofumi Kaneko	April 2024	Representative Director and President & CEO, in charge of
	(April 30, 1960)		Internal Audit Office of the Company (to present)
		[Reason for selection as a candidate for Director]
		Mr. Hirofumi Kaneko has served the position of Representative Director and President & CEO of the
		Company after he served as President and Representative Director at Japan Carlit Co., Ltd., and
		Director, Managing Executive Officer, and Supervisor, Group Sales Department and Group Strategy
		Department of the Company. Since becoming Representative Director, he has demonstrated
		outstanding leadership in formulating and implementing "Challenge 2024," the Medium-term
		Management Plan, and has been a driving force for the Group. He has a proven track record in the
		overall management of the Group and the formulation of management strategies, as well as a wealth
		of management experience. He is selected as a candidate for Director because he is expected to
		contribute to improving the effectiveness of the Board of Directors' supervisory and decision-making
		functions as well as increasing the Group's corporate value through his participation in deliberations
		and decision-making.
		March 1991	Joined Japan Carlit Co., Ltd.
		April 2016	General Manager, Electronic Materials Division, Sales
			Headquarters, Japan Carlit Co., Ltd.
		April 2020	General Manager, Sales Headquarters, General Manager,
			Chemical Agents Division, General Manager, Electronic
			Materials Division, Japan Carlit Co., Ltd.
		July 2021	Executive Officer, General Manager, Sales Headquarters, Japan
			Carlit Co., Ltd.
		April 2022	Executive Officer of the Company	2,700
			Director, General Manager, Sales Headquarters, Japan Carlit
			Co., Ltd.
		June 2023	Director, Executive Officer, in charge of the Chemical Products
			segment of the Company
	[Reappointment]		Representative Director and President & CEO, Japan Carlit Co.,
		Ltd. (to present)
2	Fumio Ogawa	April 2024	Director, Executive Officer, in charge of the Chemical Products
	(March 21, 1967)		segment, in charge of the Corporate Planning Department,
			General Manager of Corporate Planning Department of the
			Company (to present)
		[Reason for selection as a candidate for Director]
		Mr. Fumio Ogawa has served in the position of Representative Director and President & CEO of Japan
		Carlit Co., Ltd. as well as Director and officer in charge of the Corporate Planning Department of the
		Company, after he served as Assistant General Manager of the Sales Headquarters, General Manager
		of the Chemicals Division, and General Manager of the Electronic Materials Division at Japan Carlit
		Co., Ltd., and Executive Officer and General Manager of the Sales Headquarters at Japan Carlit Co.,
		Ltd. He has extensive knowledge and experience in the Group's sales and corporate planning
		departments, including the planning and execution of sales and management strategies. He is selected
		as a candidate for Director because he is expected to contribute to improving the effectiveness of the
		Board of Directors' supervisory and decision-making functions as well as increasing the Group's
		corporate value through his participation in deliberations and decision-making.

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	Name	Past experience, positions, and responsibilities (significant concurrent positions)	Number of
No.	shares of the
(Date of birth)
			Company held
		April 1988	Joined Japan Carlit Co., Ltd.
		October 2011	General Manager, New Product Development Office, Japan
			Carlit Co., Ltd.
		October 2013	Assistant Director, Research & Development Center of the
			Company
		April 2018	General Manager, Engineering Group, Akagi Plant, Production
			Headquarters, Head of the Material Hazard Assessment Testing	5,900
			Laboratory, Japan Carlit Co., Ltd.
		April 2019	Director, Silicon Technology Corporation
		April 2022	Executive Officer of the Company
		June 2022	COO, Silicon Technology Corporation (to present)
	[Reappointment]	June 2023	Director, Executive Officer of the Company
3	Yoji Yamaguchi	April 2024	Director, Executive Officer, in charge of Group Research &
	(June 3, 1965)		Development of the Company (to present)
	[Reason for selection as a candidate for Director]
		Mr. Yoji Yamaguchi has served in the position of Director of Silicon Technology Corporation and
		Director in charge of Group Research & Development of the Company after he served as General
		Manager of New Product Development Office at Japan Carlit Co., Ltd., Assistant Director of the
		Research & Development Center of the Company, General Manager of Akagi Plant, Production
		Headquarters, and Head of the Material Hazard Assessment Testing Laboratory at Japan Carlit Co.,
		Ltd. He has extensive knowledge and experience in the Group's research and development, with a
		background in the development of various new products related to dye raw materials and silicon
		wafers. He is selected as a candidate for Director because he is expected to contribute to improving
		the effectiveness of the Board of Directors' supervisory and decision-making functions as well as
		increasing the Group's corporate value through his participation in deliberations and decision-making.
		April 1985	Joined The Fuji Bank, Limited (currently Mizuho Bank, Ltd.)
		August 2006	Assistant Director, Group Strategy Department, Mizuho
			Financial Group, Inc.
		April 2012	General Manager, Legal Affairs Office, Mizuho Trust &
			Banking Co., Ltd.
		October 2013	General Manager, Legal Affairs Division, Head of Internal
			Audit Office of the Company
		June 2019	Director, Executive Officer, Supervisor, Group Management
			Department, and General Manager, Legal Affairs & Compliance	6,800
			Division of the Company
		June 2020	Director, Executive Officer, in charge of Finance Division, IT
			Systems Promotion Division, Legal Affairs & Compliance
			Division, and General Manager, Legal Affairs & Compliance
			Division of the Company
	[New appointment]	October 2023	Executive Officer, in charge of Metal Working segment of the
4	Hideo Okamoto		Company
	In charge of Finance Division, Legal Affairs & Compliance
	(July 15, 1961)
		Division of the Company (to present)
			Director, Executive Officer, Japan Carlit Co., Ltd. (to present)
		[Reason for selection as a candidate for Director]
		Mr. Hideo Okamoto has experience in corporate planning in the trust and asset management divisions
		of Mizuho Financial Group, Inc. as well as overseas operations at Mizuho Bank, Ltd. He has been
		involved in the Company's legal affairs, compliance, and internal audit since 2013, and currently
		serves as an Executive Officer of the Company in charge of the Finance and Legal Affairs &
		Compliance Divisions, as well as the Metal Working segment (Namitakiko Co., Ltd. and Toyo Spring
		Industrial Co., Ltd.). He has extensive knowledge and experience in finance and accounting gained
		during his time in banking, and has a proven track record of raising the level of legal compliance of
		the Group as an officer in charge of the Compliance Committee. He is selected as a candidate for
		Director because he is expected to contribute to improving the effectiveness of the Board of Directors'
		supervisory and decision-making functions as well as increasing the Group's corporate value through
		his participation in deliberations and decision-making.

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