Daihatsu Diesel Mfg : Notice of Convocation of the 64th Annual General Shareholders'Meeting

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 6023)

June 6, 2024

To Shareholders with Voting Rights:

Yoshinobu Hotta

President

Daihatsu Diesel Mfg. Co., Ltd.

1-30 Oyodo Naka 1-chome,Kita-ku, Osaka

NOTICE OF THE 64th ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We would like to express our appreciation for your continued support and patronage.

We are pleased to inform you that the 64th Annual General Meeting of Shareholders of Daihatsu Diesel Mfg. Co., Ltd. (the "Company") will be held for the purposes as described below.

In convocation of this General Meeting of Shareholders, the Company has taken measures for electronic provision. The matters subject to measures for electronic provision are posted on the following website on the internet.

[The Company's website] https://www.dhtd.co.jp/en/ir/shareholders.html

Moreover, the information is also published on the Tokyo Stock Exchange (TSE) website. Please access TSE's website (Listed Company Search) and search for the information by entering the issue name (Daihatsu Diesel) or stock exchange code (6023) of the Company. Please select Basic information and Documents for public inspection/PR information to confirm the details.

[TSE website (Listed Company Search)]

https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

In lieu of attending the meeting in person, you can exercise your voting rights through the internet or in writing. Please review the Reference Documents for the General Meeting of Shareholders, indicate your vote for or against the proposal on the enclosed Voting Rights Exercise Form and return it so that it is received by 5:30 p.m. Japan time on Wednesday, June 26, 2024.

1. Date and Time: Thursday, June 27, 2024 at 10:00 a.m. Japan time

2. Place:	Space 36 L, 36F, Umeda Sky Building Tower West
	1-30 Oyodo Naka 1-chome,Kita-ku, Osaka
	(Please note that the venue is different from the previous year.)

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3. Meeting Agenda:

Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company's

64th Fiscal Year (April 1, 2023 - March 31, 2024) and results of audits by the Accounting Auditor and the Board of Statutory Auditors of the Consolidated Financial Statements

2. Non-consolidated Financial Statements for the Company's 64th Fiscal Year (April 1, 2023 - March 31, 2024)

Proposals to be resolved:

Proposal 1: Distribution of Surplus

Proposal 2: Partial Amendments to the Articles of Incorporation

Proposal 3: Election of Ten (10) Directors

Proposal 4: Election of Two (2) Statutory Auditors

Proposal 5: Payment of Bonuses to Directors and Statutory Auditors

4. Matters Decided in Connection with this Convocation:

• 1. The paper copy sent to shareholders who have requested it does not contain the following matters according to relevant laws and regulations and the provisions of Article 14 of the Company's Articles of Incorporation. The Statutory Auditors and the Accounting Auditor have audited the documents to be audited, including the following matters.
  2. 1. "A System to Ensure the Compliance of the Execution of Duties by Directors and Employees with Laws and Regulations and the Articles of Incorporation" and "Outline of the Operating Status of the System to Ensure the Compliance of the Execution of Duties by Directors and Employees with Laws and Regulations and the Articles of Incorporation" in the Business Report.
     2. "Consolidated Statements of Changes in Equity" and "Notes to Consolidated Financial Statements" in the Consolidated Financial Statements
     3. "Non-consolidatedStatements of Changes in Equity" and "Notes to Non-consolidated Financial Statements" in the Non-consolidated Financial Statements
  3. When a Voting Rights Exercise Form does not have indication of vote for or against the proposal
     A Voting Rights Exercise Form with no indication of vote for or against the proposal shall be deemed as voting for the proposal.
  4. When voting rights are exercised both in writing or through the internet
     If voting rights are exercised both in writing and through the internet, the voting rights exercised through the internet shall be treated as the valid vote.
  5. When voting rights are exercised through the internet more than once
     If voting rights are exercised through the internet multiple times, the last vote shall be deemed valid.
• When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
• Should the matters subject to measures for electronic provision require revisions, the revised versions will be posted on
• each of the websites on which they are posted.
  The system for electronic provision of materials for general meetings of shareholders* was introduced according to the amendments to the Companies Act," which were enforced on September 1, 2022. In the system, in principle, shareholders access relevant websites and review the materials for general meetings of shareholders through the internet. Paper copies of these materials are sent as an exception only to shareholders requesting paper copies of the said materials by the record date for voting rights in the prescribed method.

	*Refer to Reference Documents for the General Meeting of Shareholders, Business Report, Audit Reports, Non-consolidated Financial Statements, and
◎	Consolidated Financial Statements
Despite the above law amendments, paper copies of the materials for this Annual General Meeting of Shareholders were sent
to all shareholders as in the past.

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal 1: Distribution of Surplus

The Company plans to distribute surplus for this year as follows, taking into consideration factors such as business performance for the year and the business environment while also paying attention to its internal reserves.

1. Matters Related to the Year-end Dividend

1. Matters related to the allocation of dividend property to shareholders and its total amount: 49 yen per common share

Total of 1,550,809,330 yen

1. Date the distribution of surplus comes into effect: June 28, 2024

2. Matters Related to the Distribution of Surplus

(1) Surplus item increased and amount

General reserve	2,700,000,000 yen
(2) Surplus item decreased and amount
Retained earnings brought forward	2,700,000,000 yen

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Proposal 2: Partial Amendments to the Articles of Incorporation

1. Reasons for amendments

The Company is required to make significant changes in its business and technology, with the recently

increasing environmental awareness and rapid progress in digital transformation. In order to articulate the policy focusing on the development of engines that are compatible with next-generation fuels and the utilization of digital technology under the mid- to long-term vision, and to build a new history, Article 1 (Trade Name) of the Articles of Incorporation of the Company shall be amended as follows.

2. Details of amendments

Details of the amendments are as follows.

			(Amended parts are underlined.)
Current Articles of Incorporation			Proposed Amendments
Chapter 1 General Provisions			Chapter 1 General Provisions
(Trade Name)		(Trade Name)
Article 1 The name of the Company shall be		Article 1 The name of the Company shall be
DAIHATSU DIESEL MFG. CO., LTD.			DAIHATSU INFINEARTH MFG. CO.,
			LTD.
		(Supplementary Provisions)
		1	The amendment to Article 1 (Trade Name)
			shall be effective from May 2, 2025. In case,
			however, a day different from the said day is
			specified as an effective day at the Board of
			Directors' meetings to be held until May 1,
			2025, the amendment shall be effective from
			the day newly specified.
		2 These supplementary provisions shall be deleted
			after the lapse of the effective day of the
			amendment to Article 1 (Trade Name).

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Proposal 3: Election of Ten (10) Directors

The terms of office of all of the current Directors (10) will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes the election of ten (10) Directors.

The candidates for Director are as follows:

Candidate				Current position and responsibility	Attendance at
	Name	Gender	meetings of the
No.		in the Company
			Board of Directors
1	Reelection	Yoshinobu Hotta	Male	Representative Director	100%
President	(14/14)
2	Reelection	Kunihiro Morimoto	Male	Vice President	79%
Assistant to President	(11/14)
				Director and Managing Executive Officer	100%
3	Reelection	Toshiki Sanaga	Male	In charge of Sales Management Division
(14/14)
				and Audit Department
				Director and Managing Executive Officer
				In charge of General Management Division,	100%
4	Reelection	Takashi Mizushina	Male	Safety, Health, and Environment
(14/14)
				Department, and ICT Promotion
				Department
				Director and Managing Executive Officer	100%
5	Reelection	Yoichi Hayata	Male	General Manager, Technology Management
(11/11)
				Division
				Director and Managing Executive Officer
				Head of Moriyama Office, General	100%
6	Reelection	Hideki Asada	Male	Manager, Production Management
(11/11)
				Division, in charge of Quality Assurance
				Office
	Reelection				100%
7	Outside Director	Tamon Tsuda	Male	Director
(14/14)
	Independent
	Reelection				100%
8	Outside Director	Chiho Takeda	Female	Director
(11/11)
	Independent
	Reelection				100%
9	Outside Director	Hiroaki Sato	Male	Director
(11/11)
	Independent
	New appointment
10	Outside Director	Hiroyuki Sakaida	Male	-	-
	Independent

Reelection: Candidate for Director to be reelected

New appointment: Candidate for Director to be newly elected

Outside Director: Candidate for Outside Director

Independent: Independent Director filed with the Tokyo Stock Exchange

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No.	Name	Positions or				Number of
responsibilities in the	Past experience and significant concurrent positions		shares of the
(Date of birth)
	Company				Company held
			April 1988	Joined the Company
			June 2017	Director
	Yoshinobu Hotta		June 2018	Director and Managing Executive
			Officer
	(January 30, 1966)	President
	June 2019	Vice President		113,900
		(Representative Director)
	Reelection	June 2020	President (current position)
		(Significant concurrent position)
1
		President and Representative Director, Daihatsu Diesel
			Umeda City Co., Ltd.
	[Reasons for nomination	as a candidate for Director]
	The Company proposes the reelection of Mr. Yoshinobu Hotta as Director in light of his high level of insight based on
	broad experience and achievements in driving the entire Group, having exercised excellent leadership and execution
	ability as the President and Representative Director of the Company. The Company has determined that his abundant
	experience and achievements spanning across the Company's business and his high management skills with diverse
	values embraced will contribute to further growth of the Company.
			April 1988	Joined Daihatsu Motor Co., Ltd.
			April 2017	Executive Officer, in charge of CS
				Group
			January 2019	Executive,
				General Manager, Overseas Business
				Group,
	Kunihiro Morimoto			Deputy General Manager, Customer
	Vice President		Service Group
	(July 5, 1965)
	[Responsibilities]	January 2021	Executive,		9,400
	Reelection	Assistant to President		General Manager, Customer Service
			Group
2			June 2021	Statutory Auditor, the Company
			January 2022	Executive, Executive Manager, Sales &
				Customer Service Group, Daihatsu
				Motor Co., Ltd.
			June 2023	Vice President, the Company (current
				position)
	[Reasons for nomination	as a candidate for Director]
	The Company proposes the reelection of Mr. Kunihiro Morimoto as Director in light of his abundant experience and
	extensive knowledge accumulated over an extended period of time in the manufacturing industry, having exercised
	excellent execution ability as the Vice President of the Company in the Group's management, including spurring
	business growth and strengthening its management base and governance. The Company has determined that his broad
	knowledge and high level of insight will contribute to increasing the Group's corporate value sustainably.
		Director and Managing	April 1993	Joined the Company
	Toshiki Sanaga	Executive Officer	June 2020	Director and Managing Executive
	(January 22, 1970)	[Responsibilities]		Officer (current position)		39,800
		In charge of Sales
	Reelection	Management Division and
3		Audit Department
[Reasons for nomination	as a candidate for Director]
	The Company proposes the reelection of Mr. Toshiki Sanaga as Director in light of his abundant experience and
	knowledge of the Company's business including in sales sections, as well as his excellent insight based on his
	achievements as a Director of the Company in showing excellent leadership to contribute to the diverse expansion of our
	business, bringing his abundant management experience into play to increase the scale and breadth of our mainstay
	business, and building new businesses centering on digital technology. The Company has determined that he will be able
	to contribute to further business growth of the Group by leveraging his excellent insight.

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No.	Name	Positions or			Number of
responsibilities in the	Past experience and significant concurrent positions	shares of the
(Date of birth)
	Company			Company held
		Director and Managing	April 1994	Joined the Company
		Executive Officer	June 2019	Director and Managing Executive
	Takashi Mizushina	[Responsibilities]		Officer (current position)
	In charge of General
	(April 13, 1970)
	Management Division,			47,600
	Reelection	Safety, Health, and
4	Environment Department,
	and ICT Promotion
		Department
	[Reasons for nomination	as a candidate for Director]
	The Company proposes the reelection of Mr. Takashi Mizushina as Director in light of his abundant experience and
	knowledge of the Company's business including in administrative sections, as well as his excellent judgement on risk
	management and achievements as a Director of the Company, including in bringing different viewpoints into building
	Group-wide governance structure and strengthening the Group's management function.
			April 1993	Joined the Company
		Director and Managing	June 2019	Director and Managing Executive
	Yoichi Hayata	Executive Officer
		Officer
	(July 15, 1969)	[Responsibilities]
	June 2021	Managing Executive Officer	35,400
		General Manager,
		June 2023	Director and Managing Executive
	Reelection	Technology Management
		Officer (current position)
		Division
5		(Significant concurrent position)
		Representative Director, D D Technical Co., Ltd.
	[Reasons for nomination	as a candidate for Director]
	The Company proposes the reelection of Mr. Yoichi Hayata as Director in light of his abundant experience and knowledge
	of the Company's business including the technology and research and development sections. The Company has determined
	that he will be able to contribute to sustainable improvement of corporate value in the Group through the effective
	fulfillment of his roles and responsibilities as a Director of the Company with his extensive knowledge spanning across the
	technology development sections, as well as the fulfillment of his roles in leading the development of engines that are
	compatible with next-generation fuels.
		Director and Managing	April 1993	Joined the Company
		June 2019	Director and Managing Executive
		Executive Officer
			Officer
	Hideki Asada	[Responsibilities]
	June 2021	Managing Executive Officer
	(August 29, 1969)	Head of Moriyama Office,	34,400
		General Manager,	June 2023	Director and Managing Executive
	Reelection	Production Management
		Officer (current position)
		Division, in charge of
6		Quality Assurance Office
	[Reasons for nomination	as a candidate for Director]
	The Company proposes the reelection of Mr. Hideki Asada as Director in light of his abundant experience and
	knowledge of the Company's business including manufacturing and quality control sections. The Company has
	determined that he will be able to contribute to sustainable improvement of corporate value in the Group through the
	effective fulfillment of his roles and responsibilities as a Director of the Company with his extensive knowledge
	spanning across the manufacturing sections, as well as the fulfillment of his roles in leading optimization of
	manufacturing processes and improvement of product quality.

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No.	Name	Positions or			Number of
responsibilities in the	Past experience and significant concurrent positions	shares of the
(Date of birth)
	Company			Company held
			April 1975	Joined The Sumitomo Bank, Limited
				(currently Sumitomo Mitsui Banking
				Corporation)
			October 1981	Joined Arthur Andersen LLP
	Tamon Tsuda		March 1985	Registered as Certified Public Accountant
	(December 19, 1952)		November	Representative Partner, Century Ota
		Director	2000	Showa & Co. (currently Ernst & Young	0
	Reelection		ShinNihon LLC)
	Outside		July 2012	Representative, Tsuda Certified Public
	Independent			Accountant Office (current position)
			June 2015	Outside Director, the Company (current
7				position)
			(Significant concurrent position)
			Representative, Tsuda Certified Public Accountant Office
	[Reasons for nomination	as a candidate for Outside	Director and overview of expected roles]
	The Company proposes the reelection of Mr. Tamon Tsuda as Outside Director as he will leverage his specialist
	knowledge and experience, etc. as a Certified Public Accountant in the management of the Company. We expect that,
	upon his election, Mr. Tsuda will contribute to enhancing the Company's supervisory function over its entire
	management, mainly from a financial point of view, by leveraging his expertise as a Certified Public Accountant. In
	addition, the Company has determined that he will be able to carry out his duties appropriately upon comprehensively
	considering the fact that Mr. Tsuda has experience as an Outside Director and Outside Audit & Supervisory Board
	Member in other companies, the fact that he possesses a high level of insight regarding management from his specialist
	position as a Certified Public Accountant, and other factors.
			October 2001	Registered as Attorney-at-law (Osaka
				Bar Association)
	Chiho Takeda			Joined Miyake & Partners
	(February 9, 1973)		May 2016	Partner (current position)
		Director	June 2020	Outside Director, Nichidai Corporation	0
	Reelection		(current position)
	Outside		June 2022	Outside Director, Keihanshin Building
	Independent			Co., Ltd. (current position)
8			June 2023	Outside Director, the Company (current
			position)
	[Reasons for nomination	as a candidate for Outside	Director and overview of expected roles]
	The Company proposes the reelection of Ms. Chiho Takeda as Outside Director as she will leverage her specialist
	knowledge and experience, etc. as an attorney in the management of the Company. Upon her election, we expect that Ms.
	Takeda will contribute to enhancing the Company's supervisory function over its entire management, based on her
	abundant experience and insight, by leveraging her expertise in the legal field. In addition, the Company has determined
	that she will be able to carry out her duties appropriately upon comprehensively considering the fact that Ms. Takeda
	possesses experience in corporate management as an outside director in other companies and a high level of insight
	regarding corporate law from her specialist position as an attorney, and other factors.

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No.	Name	Positions or				Number of
responsibilities in the	Past experience and significant concurrent positions		shares of the
(Date of birth)
	Company				Company held
			April 1982	Joined Canon Inc.
			February 2004	Senior General Manager, MR Systems
				Laboratory, Leading-edge Technology
				Research Center
			January 2008	General Manager, Image Information
	Hiroaki Sato			Technical Development Center
	(January 29, 1960)		July 2012	General Manager, Advanced
		Director		Information & Real-world Technology		0
	Reelected		Development Center, Digital System
	Outside			Technology Development Headquarters
	Independent		July 2015	Deputy Group Executive, Digital
				System Technology Development
9				Headquarters
		March 2019	Audit & Supervisory Board Member
			June 2023	Outside Director, the Company (current
				position)
	[Reasons for nomination	as a candidate for Outside	Director and overview of expected roles]
	The Company proposes the reelection of Mr. Hiroaki Sato as Outside Director as he will leverage his insight in
	management of the Company based on his high level of knowledge in the Information and Communication Technology
	(ICT) and research and development sections and abundant experience through numerous achievements. We expect that,
	upon his election, Mr. Sato will contribute to enhancing the Company's supervisory function over its entire management,
	based mainly on his high level of expertise in digital sections and extensive knowledge. In addition, the Company has
	determined that he will be able to carry out his duties appropriately, after comprehensively considering that Mr. Sato has
	participated in company management as an Audit & Supervisory Board Member in a different company, and that he has
	competence to greatly contribute to the Company's management in light of his abundant experience in the manufacturing
	business and high technical knowledge.
			April 1991	Joined Nomura Research Institute, Ltd.
			March 2000	Joined Paribas Securities (Japan)
				Limited, Tokyo Branch (currently BNP
				Paribas Securities (Japan) Limited)
			July 2002	Joined Lehman Brothers Japan Inc.
	Hiroyuki Sakaida		June 2005	Joined CS First Boston Securities Co.,
	(February 10, 1966)			Ltd., Tokyo Branch (currently Credit
		-		Suisse Securities Japan Ltd.)		0
	New appointment	December 2007Joined Goldman Sachs Japan Co., Ltd.
	Outside		December 2017 Joined Macquarie Capital Securities
	Independent			(Japan) Limited, Tokyo Branch
10			February 2023	Representative Director, Eku Energy
			Japan K.K.
*
		March 2024	Adviser (current position)
			March 2024	Senior Consultant, Strategy Advisors
				Co., Ltd. (current position)
	[Reasons for nomination	as a candidate for Outside	Director and overview of expected roles]
	The Company proposes the election of Mr. Hiroyuki Sakaida as Outside Director as he has served in key positions in
	stock research and infrastructure investment sections as a securities analyst, possesses abundant experience in corporate
	analysis, and will leverage his high level of knowledge and extensive insight, particularly in the energy field, in
	management of the Company. We expect that, upon his election, Mr. Sakaida will contribute to enhancing the Company's
	supervisory function over its entire management with his extensive knowledge. In addition, the Company has determined
	that he will be able to carry out his duties appropriately, after comprehensively considering that Mr. Sakaida has
	participated in company management as a Representative Director in a different company, and that he has competence to
	greatly contribute to the Company's management in light of his high level of expertise in the energy sections.

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(Notes)

1. The candidate with an asterisk* under the number is a candidate for Director to be newly elected.
2. There are no special interest relationships between each candidate and the Company.
3. Mr. Tamon Tsuda, Ms. Chiho Takeda, Mr. Hiroaki Sato, and Mr. Hiroyuki Sakaida are candidates for Outside Director of the Company.
4. 
   Furthermore, Mr. Tamon Tsuda, Ms. Chiho Takeda, and Mr. Hiroaki Sato have been designated as Independent Directors as prescribed by the Tokyo Stock Exchange. If they are reelected as Outside Directors, they will remain Independent Directors. In addition, if Mr. Hiroyuki Sakaida is elected as an Outside Director, he is scheduled to be designated as an Independent Director as prescribed by the Tokyo Stock Exchange.
5. The term of office of Mr. Tamon Tsuda as Outside Director of the Company will be nine years at the conclusion of this Annual General Meeting of Shareholders.
6. The term of office of Ms. Chiho Takeda as Outside Director of the Company will be one year at the conclusion of this Annual General Meeting of Shareholders.
7. The term of office of Mr. Hiroaki Sato as Outside Director of the Company will be one year at the conclusion of this Annual General Meeting of Shareholders.
8. Contents and overview of liability limitation agreement
9. • 
     The Company has entered into agreements with Mr. Tamon Tsuda, Ms. Chiho Takeda, and Mr. Hiroaki Sato to limit their liability as defined in Article 423, Paragraph 1 of the Companies Act, in accordance with the stipulations of Article 427, Paragraph 1 of the said Act. The limit of liability based on the agreements is the minimum liability amount set forth in Article 425, Paragraph 1 of the said Act. If their reelection is approved, the Company intends to continue the same agreements. In addition, if Mr. Hiroyuki Sakaida is elected, a similar agreement will be entered into with the electee.
     Outline of the liability limitation agreements is as follows:
   • If an Outside Director incurs any liability to the Company for damages by neglecting his/her duties, such Outside Director shall be liable for such damages up to the minimum liability amount as defined in Article 425, Paragraph 1 of the Companies Act.
   • The abovementioned liability limitation shall be applicable only if such Outside Director has acted in good faith and without gross negligence in performing his/her duties that have caused such liability.
10. Outline of directors and officers liability insurance contract
11. 
    The Company has entered into a directors and officers liability insurance contract as defined in Article 430-3, Paragraph 1 of the Companies Act with an insurance company to cover damages that may arise due to the insured persons' assuming liability for their execution of duties, or receiving a claim for the pursuit of such liability. Certain exemptions, however, such as an exemption from coverage if such damages are caused by the intent or gross negligence of insured Directors, shall be provided.
    The candidates for Director will be included as the insured persons under the insurance policy if they are elected. The Company bears the entire premium for all of the insured persons. The Company plans to renew the insurance policy under the same terms and conditions in effect at the time of next renewal.

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