Hisaka Works : Notice of the 94th Annual General Meeting of Shareholders

Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

(Securities Code: 6247)

June 8, 2023

To Our Shareholders:

Yoshikazu Takeshita, Director, President and Chief

Executive Officer

Hisaka Works, Ltd.

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

Notice of the 94th Annual General Meeting of Shareholders

We are pleased to announce the 94th Annual General Meeting of Shareholders of Hisaka Works, Ltd. (the "Company"), which will be held as indicated below. We look forward to your attendance.

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

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

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

TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

(Access the TSE website by using the Internet address shown above, enter "Hisaka Works" in "Issue name (company name)" or the Company's securities code "6247" in "Code," and click "Search." Then, click "Basic information" and select "Documents for public inspection/PR information." Under "Filed information available for public inspection," click "Click here for access" under "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting].")

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

[Exercise of Votes via Internet, etc.]

Please access the Company's designated website (https://evote.tr.mufg.jp/) (in Japanese), follow the instructions on the screens, and input your approval or disapproval by 5:00 p.m. (JST) on Wednesday, June 28, 2023.

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

[Exercise of Votes in Writing (by Mail)]

Please indicate on the Voting Rights Exercise Form enclosed herewith your approval or disapproval for the proposals and return the form by 5:00 p.m. (JST) on Wednesday, June 28, 2023.

1. Date and Time: Thursday, June 29, 2023, 10:00 a.m. (JST)
2. Venue: Rental Conference Room, 26th Floor, Osaka Umeda Twin Towers North 8-1,Kakuda-cho,Kita-ku, Osaka City
3. Purpose of the Meeting: Matters to be reported:
   1. Report on the Business Report, the Consolidated Financial Statements for the 94th Fiscal Year (From April 1, 2022 to March 31, 2023), and Audit Reports by the Accounting Auditor and the Audit and Supervisory Committee on the Consolidated Financial Statements
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2. Report on the Non-consolidated Financial Statements for the 94th Fiscal Year (From April 1, 2022 to March 31, 2023)

Matters to be resolved:

Proposal No. 1 Election of Seven Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)

Proposal No. 2 Election of Three Directors Who Are Audit and Supervisory Committee Members

Proposal No. 3 Election of One Substitute Director Who Is an Audit and Supervisory Committee Member

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

• If you attend the meeting, please submit the Voting Rights Exercise Form enclosed herewith to the reception desk at the entrance of the meeting hall.
• As the Company's efforts for "Cool Biz" energy conservation, please note that the Board members and relevant staff will dress lightly on the day of the Meeting. Shareholders are also encouraged to attend the Meeting in light clothing.
• For this General Meeting of Shareholders, the content of reference documents for the general meeting of shareholders, etc. (items subject to measures for electronic provision) will be delivered to all shareholders who have voting rights regardless of whether they have requested the delivery of paper-based documents pursuant to the Companies Act.
• Among the items subject to measures for electronic provision, the following items of the Consolidated Financial Statements and Non-Consolidated Financial Statements are posted on each of the websites listed on the previous page in accordance with applicable laws and regulations of Japan, and the provision of Article 15 of the Company's Articles of Incorporation, and therefore, are not included in this document. They are Consolidated Statements of Changes in Equity, Notes to Consolidated Financial Statements, Statements of Changes in Equity and Notes to Non-Consolidated Financial Statements. Accordingly, the Consolidated Financial Statements and Non-Consolidated Financial Statements accompanying this document are the portions of Consolidated Financial Statements and Non-Consolidated Financial Statements that were audited by the Independent Auditor in the preparation of the Independent Auditor's Report or by the member of the Audit and Supervisory Committee in the preparation of the Auditor's Report.
• If revisions to the items for which measures for providing information in electronic format are to be taken arise, a notice of the revisions and the details before and after the revisions will be posted on each of the websites stated on the preceding page.
• Attendance at the venue
• • We would like shareholders coming to the venue to carefully confirm the status of infectious disease epidemic and their health condition, and to take necessary precautions for preventing infection such as wearing a mask at the venue if necessary.
  • To ensure the health of other shareholders and conduct smooth and calm proceedings, we may refuse entry to the meeting venue if you seem unwell. Your understanding would be highly appreciated.
• Depending on the circumstances, issues that shareholders need to be informed of prior to the day of the meeting will be announced on the Company's website.
  The Company's website: https://www.hisaka.co.jp/

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Reference Documents for the General Meeting of Shareholders

Proposals and Reference Information

Proposal No. 1 Election of Seven Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)

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

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

The candidates for Directors are as follows:

Candidates for Directors

Candidate	Name		Positions and responsibility in the Company
No.
1	Yoshikazu Takeshita	Re-election	President and Representative Director; President and
CEO
			Director, Managing Executive Officer
2	Koji Ohta	Re-election	Technical & Development and Konoike Plant
			Manager
3	Toshiya Usami	Re-election	Director, Managing Executive Officer
In charge of Sales and Tokyo Branch Office Manager
			Director, Managing Executive Officer
4	Toshiyuki Funakoshi	Re-election	Corporate Sustainability and Human Resources &
			General Affairs field
			Managing Executive Officer
5	Akihito Adachi	New election	General Manager of the Technology Development
			Division
		Re-election
6	Koji Mizumoto	Independent officer	Outside Director
Candidate for Outside
		Director
		Re-election
7	Yuko Tsuno	Independent officer	Outside Director
Candidate for Outside
		Director

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Candidate	Name	Career summary and position and responsibility in the Company	Number of the
Company's shares
No.	(Date of birth)	(Significant concurrent positions outside the Company)	owned
		Mar. 1981	Joined Hisaka Works, Ltd.
		Mar. 2012	Manager of the Manufacturing Department of
			the Vital Industry Division (present Process
			Engineering Division) of the Company
		Mar. 2014	General Manager of the Vital Industry Division
	Yoshikazu Takeshita	June 2014	Director and General Manager of the Vital
	(November 4, 1957)		Industry Division	41,700
		Oct. 2015	Director, General Manager of the Vital Industry
	Re-election
		Division and in charge of the Kyushu Branch
1		Apr. 2016	Managing Director in charge of Finance and
		Management Strategy
		Apr. 2017	Director, President and Chief Executive Officer
		June 2020	President and Representative Director;
			President and CEO (current position)
	(Reasons for nomination as candidate for Director)
	Yoshikazu Takeshita possesses a wealth of knowledge and experience mainly in the textile dyeing and processing
	machine business. After being appointed as Director, he has assumed the positions of General Manager of the Vital
	Industry Division (present Process Engineering Division) and in charge of Finance and Management Strategy. Since
	2017, he has demonstrated strong leadership as President and CEO, devoting himself to achieving the goals of the
	Medium-term Management Plan to contribute to the Company's development. The Company judges he will be able to
	continue contributing to increasing its corporate value, and therefore proposes his election as Director.

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Candidate	Name	Career summary and position and responsibility in the Company	Number of the
Company's shares
No.	(Date of birth)	(Significant concurrent positions outside the Company)	owned
		Mar. 1982	Joined Hisaka Works, Ltd.
		Mar. 2012	Manager of the Design and Development
			Department of the Valve Division of the
			Company
		Mar. 2014	General Manager of the Valve Division
		Oct. 2015	General Manager of the Valve Division, and
			Kitakyushu Branch Office Manager
		Apr. 2016	Executive Officer, General Manager of the
			Valve Division, Manager of the Technology
			Department, and Kitakyushu Branch Office
			Manager
		June 2016	Director, General Manager of the Valve
			Division, Manager of the Technology
	Koji Ohta		Department, and Kitakyushu Branch Office
		Manager
	(May 11, 1958)		26,000
	Apr. 2018	Director in charge of the Technology
	Re-election		Department of the Valve Division, and Manager
		of the Information System Department
2		Apr. 2019	Managing Director in charge of the Technology
		and Valve Division, Konoike Plant Manager,
			and Manager of the Information System
			Department
		June 2019	Managing Director in charge of Technology,
			Konoike Plant Manager, and Manager of the
			Information System Department
		Apr. 2020	Managing Director in charge of the Technology
			Development Division, and Konoike Plant
			Manager
		June 2020	Director, Managing Executive Officer,
			Technical & Development field and Konoike
			Plant Manager (current position)

(Reasons for nomination as candidate for Director)

Koji Ohta possesses a wealth of knowledge and experience in development and sales of the Valve business. After being appointed as Director, he has assumed the positions of General Manager of the Valve Business Division, Manager of the Technology Department, and Manager of the Information System Department. Ohta is currently responsible for heading technology development as well as serving as Head of the Konoike Plant to contribute to development of the Company. He also assumes the role of decision-making of important matters on overall business. The Company judges he will be able to continue contributing to increasing its corporate value, and therefore proposes his election as Director.

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