Daiki Aluminium Industry : Notice of Convocation Annual General Meeting 2024（210KB）

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: 5702) June 4, 2024 (Commencement date of measures for electronic provision: May 30, 2024)

To Shareholders with Voting Rights:

Shigenori Hayashi

President and Representative Director and

Executive Officer

DAIKI Aluminium Industry Co., Ltd.

6-32 Nakanoshima 3-chome,Kita-ku,

Osaka City, Osaka

NOTICE OF CONVOCATION FOR

THE 97th ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

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

You are hereby informed that the 97th Annual General Meeting of Shareholders of DAIKI Aluminium Industry Co., Ltd. (the "Company") will be held for the purposes as described below.

In convening this General Meeting of Shareholders, the Company has taken measures for electronic provision. The matters subject to measures for electronic provision are posted as the "Notice of Convocation for the 97th Annual General Meeting of Shareholders" on the following website on the Internet.

The Company's website

(https://www.dik-net.com/ir/meeting/)

In addition to the above, the information is also available on the following website on the Internet. Tokyo Stock Exchange website (https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show)

Please access the above website, enter our company name or stock exchange code to run a search, and select "Basic information" and then "Documents for public inspection/PR information" to find the information.

If you will not attend the meeting on the day, you can exercise your voting rights in writing or via the Internet. Please review the Reference Documents for the General Meeting of Shareholders provided in the matters subject to measures for electronic provision and exercise your voting rights by 5:30 p.m. (JST) on Thursday, June 20, 2024.

1. Date and Time: Friday, June 21, 2024 at 10:00 a.m. (JST)

2. Place:	"Peridot" Banquet Hall, 2F, RIHGA Royal Hotel Osaka
	3-68 Nakanoshima 5-chome,Kita-ku, Osaka City, Osaka

3. Meeting Agenda:

Matters to be reported: 1. The Business Report, Consolidated Financial Statements and Non-

	consolidated Financial Statements for the Company's 97th Fiscal Year
	(April 1, 2023 - March 31, 2024)
	2. Results of audits by the Accounting Auditor and the Audit & Supervisory
Proposals to be resolved:	Board of the Consolidated Financial Statements
Proposal 1:	Appropriation of Surplus
Proposal 2:	Partial Amendments to the Articles of Incorporation
Proposal 3:	Election of One (1) Director
Proposal 4:	Election of Two (2) Audit & Supervisory Board Members
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• When attending the meeting, please submit the enclosed voting rights exercise form to the reception desk.
• Any updates to the matters subject to measures for electronic provision will be posted on each of the websites on which they are posted.

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal 1: Appropriation of Surplus

In comprehensive consideration of the results of operations for this fiscal year, the business environment surrounding the Group and other factors, and to express the Company's appreciation for the support of its shareholders, the Company proposes the year-end dividend for this fiscal year as follows.

1. Matters concerning the allotment of dividend property and the total amount thereof 20 yen per share of common stock of the Company
   Total amount: 810,232,480 yen
2. Effective date of distribution of surplus June 24, 2024

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Proposal 2: Partial Amendments to the Articles of Incorporation

1. Reasons for amendments

1. Change to the number of Directors

The number of Directors in Article 21 of the current Articles of Incorporation will be amended from no more than eight (8) to no more than ten (10) in order to allow for an increase in the number of Directors for the purpose of preparing for the promotion of future business development and enhancement of the management base while strengthening the corporate governance structure.

(2) Exemption of Directors and Audit & Supervisory Board Members from liabilities (newly established) In order to enable Directors and Audit & Supervisory Board Members to fully perform their expected

roles and to make it possible to invite capable and diverse human resources, a new provision will be established, pursuant to Article 426, Paragraph 1 of the Companies Act, to partially exempt Directors and Audit & Supervisory Board Members from liabilities to the extent permitted by law upon resolution of the Board of Directors.

The consent of each Audit & Supervisory Board Member has been obtained for the establishment of Article 26 (Exemption of Directors from Liabilities), Paragraph 1 of the proposed amendments.

1. Liability limitation agreement with non-executive Directors and Audit & Supervisory Board Members For the same purpose as (2) above, a change will be made so that the Company may enter into a liability

limitation agreement with Directors who are not Executive Directors, etc. and Audit & Supervisory Board Members who are not Outside Audit & Supervisory Board Members.

The consent of each Audit & Supervisory Board Member has been obtained for the establishment of Article 26 (Exemption of Directors from Liabilities), Paragraph 2 of the proposed amendments.

1. Other
   In addition to the above changes, the following changes will be made: changes to clarify procedures at

the Company, ensure consistency with the Companies Act, and organize provisions, changes in the number of articles and expressions, wording modifications, and other necessary changes.

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2. Details of amendments

The 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 trade name of the Company shall		Article 1	The trade name of the Company shall
				be Kabushiki Kaisha Daiki Aruminiumu			be Kabushiki Kaisha Daiki Aluminium
				Kogyosho.In English,it shall be rendered as			Kogyosho, andin English, it shall be rendered
				DAIKI ALUMINIUM INDUSTRY CO., LTD.			as DAIKI ALUMINIUM INDUSTRY CO.,
								LTD.
(Purpose)		(Purpose)
Article 2	The purpose of the Company shall be		Article 2	The purpose of the Company shall be
				to engage in the following businesses:			to engage in the following businesses:
1.		Manufacturing, processing, and buying and		(1)Manufacturing, processing, and buying and
				selling of aluminium and its secondary alloy			selling of aluminium and its secondary alloy
				ingots, castings, forgings, and rolled products			ingots, castings, forgings, and rolled products
2.		Manufacturing, processing, and buying and		(2)Manufacturing, processing, and buying and
				selling of nonferrous metals such as copper and			selling of nonferrous metals such as copper and
				zinc				zinc
3.		Processing and buying and selling of		(3)Processing and buying and selling of
				nonferrous scraps, such as aluminium, copper,			nonferrous scraps, such as aluminium, copper,
				and zinc			and zinc
4.	Recycling and reuse of metals such as		(4)Recycling and reuse of metals such as
				aluminium, copper, zinc, and iron			aluminium, copper, zinc, and iron
5.		Manufacturing, processing, and buying and		(5)Manufacturing, processing, and buying and
				selling of hardware products			selling of hardware products
6.		Planning, manufacturing, selling, and repairing		(6)Planning, manufacturing, selling, and repairing
				of furnaces and related facilities and equipment			of furnaces and related facilities and equipment
7.	Tile, brick, and block work		(7)	Tile, brick, and block work
			Installation of machinery equipment		(8)	Installation of machinery equipment
8.
				Manufacturing and selling of solvents, etc.		(9)Manufacturing and selling of solvents, etc.
9.
		Any	other business ancillary to any of the		(10)Any other business ancillary to any of the
10.
				preceding items			preceding items
(Location)		(Location of the Head Office)
Article 3	The head office of the company shall		Article 3	The head office of the company shall
				be located in Osaka City, Osaka Prefecture.			be located in Osaka City, Osaka Prefecture.
(Organizational Bodies)		(Organizational Bodies)
Article 4	The Company shall have the		Article 4	The Company shall have the
				following organizational bodies in addition to			following organizational bodies in addition to
				the General Meeting of Shareholders and			the General Meeting of Shareholders and
				Directors:			Directors:
1.			Board of Directors		(1)	Board of Directors
			Audit & Supervisory Board Members		(2)Audit & Supervisory Board Members
2.
			Audit & Supervisory Board		(3)Audit & Supervisory Board
3.
				Accounting Auditor		(4)	Accounting Auditor
4.
(Method of Public Notice)		(Method of Public Notice)
Article 5	Public notices of the Company shall		Article 5	The method ofpublic notices of the
				be madeby method ofelectronic public			Company shall be by electronic public
				notifications. However, if an accident or any			notifications. However, if an accident or any
				other unavoidable reason prohibits electronic			other unavoidable reason prohibits electronic
				transmission, notices shall be posted in the			transmission, notices shall be posted in the
				Nihon Keizai Shimbun newspaper.			Nihon Keizai Shimbun newspaper.
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		Current Articles of Incorporation			Proposed Amendments
			Chapter 2	Shares			Chapter 2 Shares
(Total Number of Authorized Shares)		(Total Number of Authorized Shares)
Article 6	The total number of authorized shares		Article 6	The total number of authorized shares
		of the Company shall be 160 million.		of the Company shall be 160,000,000.
(Acquisition of Company's Shares)		(Acquisition of Company's Shares)
Article 7	The Company may acquire its shares		Article 7	The Company may acquire its shares
		through market transactions, etc. by a		through market transactions, etc. by a
		resolution of the Board of Directors pursuant to		resolution of the Board of Directors pursuant to
		the provision of Article 165, Paragraph 2 of the		the provision of Article 165, Paragraph 2 of the
		Companies Act.			Companies Act.
(The Number of Shares per Share Unit)		(The Number of Shares per Share Unit)
Article 8	The number of shares per share unit of		Article 8	The number of shares per share unit of
		the Company shall be 100.		the Company shall be 100.
(Rights Regarding Shares Less Than One Unit)		(Rights Regarding Shares Less Than One Unit)
Article 9	Shareholders of the Company may not		Article 9	Shareholders of the Company may not
		exercise rights other than the following with		exercise rights other than the following with
		respect to odd lot shares that they own:		respect to odd lot shares that they own:
1. The rights set forth	under each item of		(1)The rights set forth under each item of
		Paragraph 2 of Article 189 of the Companies		Paragraph 2 of Article 189 of the Companies
		Act;				Act;
2. The right to make a claim pursuant to Article		(2)The right to make a claim pursuant to Article
		166, Paragraph 1 of the Companies Act; and		166, Paragraph 1 of the Companies Act; and
3. The right to receive an allotment of offered		(3)The right to receive an allotment of offered
		shares and offered share acquisition rights in		shares and offered share acquisition rights in
		accordance with the number of shares held by		accordance with the number of shares held by
		the shareholders.			the shareholders.
(Share Handling Rules)			(Share Handling Rules)
Article 10	The handling and fees pertaining to		Article 10	The handling and fees pertaining to
		the shares of the Company as well as the		the shares of the Company as well as the
		procedures for the exercise of shareholders'		procedures for the exercise of shareholders'
		rights shall be governed by the Share Handling		rights shall be governed by the Share Handling
		Rules established by the Board of Directors in		Rules established by the Board of Directors in
		addition to laws, regulations and these Articles		addition to laws, regulations and these Articles
		of Incorporation.			of Incorporation.
(Shareholder Register Administrator)		(Shareholder Register Administrator)
Article 11	The Company shall have a		Article 11	The Company shall have a
		shareholder register administrator.		shareholder register administrator.
		The shareholder register administrator and		2The shareholder register administrator and the
		the administrative office shall be decided by a		administrative office shall be decided by a
		resolution of the Board of Directors, and the		resolution of the Board of Directors, and the
		decision shall be announced to the public.		decision shall be announced to the public.
		The creation of the register of shareholders		3The creation of the register of shareholders and
		and the register of share acquisition rights of		the register of share acquisition rights of the
		the Company, and the keeping and other		Company, and the keeping and other clerical
		clerical duties pertaining to the register of		duties pertaining to the register of shareholders
		shareholders and the register of share		and the register of share acquisition rights shall
		acquisition rights shall be delegated to the		be delegated to the share register administrator
		share register administrator and shall not be		and shall not be handled by the Company.
		handled by the Company.
	Chapter 3 General Meetings of Shareholders		Chapter 3 General Meetings of Shareholders
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Current Articles of Incorporation					Proposed Amendments
(Types of General Meetings of Shareholders)					(Deleted)
Article 12 There shall be two types of General
Meetings of Shareholders: Annual General
Meetings of Shareholders and Extraordinary
General Meetings of Shareholders.
(Timing of General Meetings of Shareholders)		(Convocation)
Article 13	Annual	General	Meetings	of	Article 12	Annual	General	Meetings	of
Shareholders shall be held within three months		Shareholders of the Companyshall be
after the end of each fiscal year.			convened in June of each year, and
Extraordinary	General	Meetings	of		Extraordinary	General	Meetings	of
Shareholders shall be held when the need		Shareholders shall be convened whenever
arises.						necessary.
(Record Date of Annual General Meetings of	(Record date of Annual General Meetings of
Shareholders)				Shareholders)
Article 14The record date for voting rights for	Article 13The record date for voting rights for
the Company's Annual General Meetings of		the Company's Annual General Meetings of
Shareholders shall be March 31 of each year.		Shareholders shall be March 31 of each year.
(Convener of General Meetings of Shareholders)	(Convener and Chairperson)
Article 15	General	Meetings	of Shareholders	Article 14	General	Meetings	of Shareholders
shall be convened by President upon resolution		shall be convened by President upon resolution
of the Board of Directors, unless otherwise		of the Board of Directors, unless otherwise
prescribed by law.					prescribed by law, and President shall act as
If President is in an accident, Vice President		Chairperson.
oranother Director shall act in his/her placein	2If President is in an accident, another Director
the order determined by the Board of Directors.		shall convene the General Meeting of
						Shareholders and act as Chairpersonin the
						order previously determined the Board of
						Directors.
(Chairperson of the General Meetings of				(Deleted)
Shareholders)
Article 16 President shall act as Chairperson at
General Meetings of Shareholders.
If the post of President is vacant or President
is unavailable, another Director shall act in
his/her place in the order previously
determined by the Board of Directors.
(Electronic Provision Measures, etc.)		(Electronic Provision Measures, etc.)
Article 17The Company shall, when convening	Article 15The Company shall, when convening
a General Meeting of Shareholders, provide		a General Meeting of Shareholders, provide
information contained in the Reference		information contained in the Reference
Documents for the General Meeting of		Documents for the General Meeting of
Shareholders, etc. electronically.			Shareholders, etc. electronically.
Among the matters to be provided	2Among the matters to be provided
electronically, the Company may choose not to		electronically, the Company may choose not to
include all or part of the matters stipulated in		include all or part of the matters stipulated in
the Ordinance of the Ministry of Justice in the		the Ordinance of the Ministry of Justice in the
paper copy to be sent to shareholders who have		paper copy to be sent to shareholders who have
requested it by the record date for voting rights.		requested it by the record date for voting rights.
(Method of Adopting Resolutions)		(Method of Adopting Resolutions)

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Current Articles of Incorporation		Proposed Amendments
Article 18	Resolutions at General Meetings of	Article 16	Resolutions at General Meetings of
Shareholders shall be adopted by a majority	Shareholders shall be adopted by a majority
vote of shareholders present at such meetings	vote of shareholders present at such meetings
who are entitled to exercise voting rights,	who are entitled to exercise voting rights,
unless otherwise prescribed by law or by these	unless otherwise prescribed by law or by these
Articles of Incorporation.	Articles of Incorporation.
Resolutions at General Meetings of	2Resolutions at General Meetings of Shareholders
Shareholders prescribed in Paragraph 2 of	prescribed in Paragraph 2 of Article 309 of the
Article 309 of the Companies Act shall be	Companies Act shall be adopted by at least
adopted by at least two-thirds (2/3) majority	two-thirds (2/3) majority vote of shareholders
vote of shareholders present at such meeting	present at such meeting and holding the shares
and holding the shares representing one-third	representing one-third (1/3) or more of the
(1/3) or more of the voting rights granted to all	voting rights granted to all shareholders.
shareholders.
(Exercise of Voting Rights by Proxy)	(Exercise of Voting Rights by Proxy)
Article 19	Ifa shareholder wishes to exercise	Article 17	A shareholder may exercise that
voting rights by proxy, the proxy must be a	shareholder's voting rights by use as a proxy of
shareholder of the Company with voting rights.	one (1) other shareholder who has voting rights
The shareholder or the proxy must submit to	of the Company.
the Company at each General Meeting of	2The shareholder or the proxy must submit to
Shareholders a written instrument that proves	the Company at each General Meeting of
the proxy right thereof.	Shareholders a written instrument that proves
		the proxy right thereof.
(Minutes)			(Deleted)

Article 20 The main points of the proceedings and results of General Meetings of Shareholders and other matters stipulated by law shall be recorded in the minutes, and Chairperson and Directors in attendance shall affix their signatures and seals.

Chapter 4 Directors and Board of Directors	Chapter 4 Directors and Board of Directors
(Number of Directors)	(Number of Directors)
Article 21The number of Directors of the	Article 18The number of Directors of the
Company shall not exceed eight (8).	Company shall not exceed ten (10).
(Election)	(Election Method)
Article 22Directors shall be elected at a General	Article 19Directors shall be elected at a General
Meeting of Shareholders.	Meeting of Shareholders.
The resolution for the election provided for	2The resolution for the election of Directors
in the preceding paragraphshall be made with	shall be made with shareholders present at a
shareholders present at a meeting who hold	meeting who hold shares representing one-
shares representing one-third (1/3) or more of	third (1/3) or more of the voting rights of
the voting rights of shareholders who are	shareholders who are entitled to exercise
entitled to exercise voting rights, by a majority	voting rights, by a majority of the voting rights
of the voting rights of the attending	of the attending shareholders.
shareholders.	3Resolutions for the election of Directors shall
Resolutions for the election of Directors	not be conducted by cumulative voting.
shall not be conducted by cumulative voting.
(Term of Office)	(Term of Office)

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Current Articles of Incorporation			Proposed Amendments
Article 23The term of office of Directors shall	Article 20The term of office of Directors shall
expire at the conclusion of the Annual General	expire at the conclusion of the Annual General
Meeting of Shareholders held with respect to	Meeting of Shareholders held with respect to
the last business year ending within two (2)	the last business year ending within two (2)
years after their election.				years after their election.
The term of office of a Director elected to	2The term of office of a Director elected to
fill a vacancyor increase the number of	increase the number of Directorsor fill a
Directorsshall expire at the end of the term of	vacancyshall expire at the end of the term of
office of the other Directors in office.			office of the other Directors in office.
(Representative Directors)				(Representative Directors and Directors with
Article 24	The	Board	of	Directors,	by	its	Special Titles)
Article 21The	Board		of Directors, by its
resolution,	shall	appoint Representative	resolution,	shall	appoint Representative
Directors.						Directors.
							2 The Board of Directors, by its resolution, may
							appoint Chairperson of the Board.
(Titled Directors)							(Deleted)
Article 25	The	Board	of	Directors,	by	its
resolution, may appoint one (1) Chairperson of
the board.
(Convocation of Meetings of the Board of	(Notice ofConvocation of Meetings of the Board
Directors)							of Directors)
Article 27 In conveninga meeting of the Board	Article 22 Notice of convocation ofa meeting of
of Directors, noticeshall be sent to each	the Board of Directors shall be sent to each
Director and each Audit & Supervisory Board	Director and each Audit & Supervisory Board
Member at least three (3) days prior to the date	Member at least three (3) days prior to the date
of the meeting. However, if there is unanimous	of the meeting. However, this period may be
consent of Directors and Audit & Supervisory	shortened in case of emergency.
Board Members, this period may be shortened,	2 If there is unanimous consent of Directors and
or a meeting may be held without following the	Audit & Supervisory Board Members, the
convocation procedures.				meeting of the Board of Directors may be held
							without following the convocation procedures.
(Omission of Resolutions at Meetings of the Board	(Omission of Resolutions at Meetings of the Board
of Directors)							of Directors)
Article 28In the event that a Director submits a	Article 23In the event that a Director submits a
proposal regarding a matter, which is the	proposal regarding a matter, which is the
subject of a resolution by the Board of	subject of a resolution by the Board of
Directors, if all of the Directors (limited to	Directors, if all of the Directors (limited to
those who can participate in the voting on the	those who can participate in the voting on the
matter) express their consent to the proposal in	matter) express their consent to the proposal in
writing or by electromagnetic record, and if	writing or by electromagnetic record, and if
Audit & Supervisory Board Members do not	Audit & Supervisory Board Members do not
express their objection to the proposal, the	express their objection to the proposal, the
Company shall deem that the Board of	Company shall deem that the Board of
Directors has passed a resolution to approve	Directors has passed a resolution to approve
the matter.						the matter.
(Minutes)								(Deleted)

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Current Articles of Incorporation

Proposed Amendments

Article 29 The main points of the proceedings and results of meetings of the Board of Directors and other matters stipulated by law shall be recorded in the minutes, and Chairperson, Directors Audit & Supervisory Board Members in attendance shall affix their signatures and seals.

(Regulations of the Board of Directors)			(Regulations of the Board of Directors)
Article 31	Matters concerning the Board of	Article 24	Matters concerning the Board of
Directors shall be in accordance with law, these	Directors shall be in accordance with law, these
Articles of Incorporation, and the Regulations	Articles of Incorporation, and the Regulations
of the Board of Directors established by the	of the Board of Directors established by the
Board of Directors.				Board of Directors.
(Remuneration, etc. of Directors)			(Remuneration, etc.)
Article 30	Directors' remuneration, bonuses, and	Article 25	Directors' remuneration, bonuses, and
other property benefits to be received from the	other property benefits to be received from the
Company as compensation for the execution of	Company as compensation for the execution of
duties	(hereinafter	referred	to	as	duties	(hereinafter	referred	to	as
"Remuneration, etc.") shall be determined by a	"Remuneration, etc.") shall be determined by a
resolution of a General Meeting of	resolution of a General Meeting of
Shareholders.				Shareholders.
(Liability Limitation Agreement with Outside	(Exemption ofDirectors from Liabilities)
Directors)
Article 33	(Newly established)			Article 26	The Company, pursuant to Article
					426, Paragraph 1 of the Companies Act, by a
					resolution of the Board of Directors, may
					exempt Directors (including former Directors)
					from liabilities for damages due to negligence
					of their duties to the extent permitted by law.
The Company, pursuant to Article 427,	2The	company, pursuant to Article 427,
Paragraph 1 of the Companies Act, may enter	Paragraph 1 of the Companies Act, may enter
into an agreement with OutsideDirectors to	into an agreement with Directors (excluding
limit their liabilities as stipulated in Article	those who are Executive Directors, etc.)to limit
423, Paragraph 1 of the said Act. However, the	their liabilities for damages due to negligence
maximum amount of liabilities based on the	of duties. However, the maximum amount of
said agreement shall be the minimum liability	liabilities based on said agreement shall be the
amount stipulated by law.				minimum liability amount stipulated by law.
(Advisers and Counselors)					(Deleted)
Article 32	The Board of Directors, by its
resolution, may appoint Advisors and
Counselors.
(Executive Officers and Executive Officers with	(Executive Officers and Executive Officers with
Special Titles)				Special Titles)

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