Mitsuboshi Belting : Notice of the 109th 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: 5192 June 6, 2024 Start date of measures for electronic provision: June 4, 2024

To Our Shareholders:

Hiroshi Ikeda Representative Director

Mitsuboshi Belting Ltd.

1-21, Hamazoedori 4-chome,Nagata-ku,Kobe-shi

Notice of the 109th Annual General Meeting of Shareholders

We are pleased to notify you that the 109th Annual General Meeting of Shareholders of Mitsuboshi Belting Ltd. (the "Company") will be held as follows.

When convening this Annual General Meeting of Shareholders, the Company takes measures for providing information that constitutes the content of reference documents (excluding the Voting Form) for the general meeting of shareholders, etc. (matters subject to measures for electronic provision) in electronic format, and posts this information as "Notice of the 109th Annual General Meeting of Shareholders" on the Internet. Please access any of the websites shown below to review the information.

The Company's website: https://www.mitsuboshi.com/stockholder/information/meeting.html (in Japanese)

Website for posted informational materials for the general meeting of shareholders: https://d.sokai.jp/5192/teiji/ (in Japanese)

The Company also has posted matters subject to measures for electronic provision on the Tokyo Stock Exchange (TSE) website. To access this information, access the TSE website (Listed Company Search) by using the Internet address shown below, enter "Mitsuboshi Belting Ltd." in "Issue name (company name)" or the Company's securities code "5192" 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]."

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

If you are not attending the Meeting on the day, you may exercise your voting rights via the Internet, etc. or in writing (by postal mail). Please review the Reference Documents for the General Meeting of Shareholders, and exercise your voting rights no later than Wednesday, June 26, 2024, 5:15 p.m. (JST).

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1. Date & Time Thursday, June 27, 2024, at 10:00 a.m. (JST)

2. Venue	1F Hall, the Kobe Head Office General Management Center of the Company
	1-35, Karumodori 5-chome,Nagata-ku,Kobe-shi

3. Purpose of the Meeting Matters to be Reported

1. The Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statements for the 109th Fiscal Year (April 1, 2023 to March 31, 2024)
2. The Results of the Audit of the Consolidated Financial Statements for the 109th Fiscal Year (April 1, 2023 to March 31, 2024) by the Accounting Auditor and the Audit & Supervisory Board

Matters to be Resolved

Proposal No. 1 Appropriation of Surplus

Proposal No. 2 Election of Eight (8) Directors

Proposal No. 3 Election of One (1) Audit & Supervisory Board Member

Proposal No. 4 Election of One (1) Substitute Audit & Supervisory Board Member

• When attending the meeting, please submit the Voting Form to the reception desk.
• If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of the matters before and after the revisions will be posted on the websites listed above.
• Other matters of guidance to shareholders may be posted on the Company's website provided above. Please access the Company's website as required to confirm the latest information.

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Reference Documents for the General Meeting of Shareholders

Proposals and Reference Information

Proposal No. 1 Appropriation of Surplus

The Company's basic capital policy is to enhance medium and long-term corporate and shareholder values by securing resources for investment in growth and enhancing shareholder returns.

In the review of the '21 Mid-Term Business Plan (April 1, 2021 to March 31, 2024) announced on May 13, 2022, the consolidated dividend payout ratio for the fiscal years ending March 2023 and 2024 is targeted at 100%. Comprehensively considering the above basic policy, the Company's performance for the current fiscal year, and its financial position, the Company proposes a year-end dividend of ¥125 per share as follows (annual dividend of ¥250 per share, the same amount as the previous fiscal year).

1. Allotment of dividend property to shareholders and their aggregate amount ¥125 per common share of the Company
   Total payment: ¥3,546,020,750
2. Effective date of dividends of surplus June 28, 2024

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Proposal No. 2 Election of Eight (8) Directors

The terms of office of eight (8) Directors, Hiroshi Ikeda, Masayoshi Nakajima, Toshimi Kumazaki, Keiji Mataba, Shinji Kuramoto, Ryuzo Miyao, Shinya Okuda, and Yuka Miyake will expire at the conclusion of this Annual General Meeting of Shareholders. Therefore, the Company proposes the election of eight (8) Directors (including three (3) Outside Directors).

Candidates for Directors are resolved by the Board of Directors based on the report by the Nomination and Remuneration Advisory Committee, an advisory body to the Board of Directors.

The candidates for Directors are as follows:

Candidate		Name		Position in the Company
No.
1		Hiroshi Ikeda		Representative Director	Reelection
		President, Executive Officer	Male
2		Toshimi Kumazaki		Director	Reelection
		Managing Executive Officer	Male
3		Keiji Mataba		Director	Reelection
		Managing Executive Officer	Male
4		Shinji Kuramoto		Director	Reelection
		Managing Executive Officer	Male
5		Kazuhiro Takeda		Managing Executive Officer	New election
		Male
					Reelection
6		Shinya Okuda		Director (Outside)	Outside
		Independent
					Male
					Reelection
7		Yuka Miyake		Director (Outside)	Outside
		Independent
					Female
					New election
8		Yasuhiro Tsuji		Audit & Supervisory Board Member (Outside)	Outside
		Independent
					Male
Reelection:	Candidate for re-election as Director
New election: Candidate for new election as Director
Outside:	Candidate for Outside Director
Independent:	Independent officer as provided for by the stock exchange
Male:	Candidate for male Director
Female:	Candidate for female Director

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					Relationship
Candidate	Name	Biography, Position, Responsibility and Important Concurrent	Number of the	of Special
Company's	Interest in
No.	(Date of birth)		Position
	Shares Owned	the
					Company
		Apr. 1981	Joined the Company
		Dec. 1999	General Manager of Automotive Belts &
			Parts Sales Department, Industrial Materials
			Division
		July 2007	Seconded to Mitsuboshi Overseas
	Hiroshi Ikeda		Headquarters Private Limited
	Apr. 2012	Executive Officer of the Company
	(July 8, 1957)
	Feb. 2015	General Manager of Office of the President	29,095
		None
	Reelection	Feb. 2016	General Manager of Corporate Planning	shares
		Division and General Manager of Tokyo
	Male
		General Affairs Department
1
	Apr. 2016	Managing Executive Officer
		June 2019	Director
		June 2019	In charge of General Affairs Department
		June 2021	Representative Director and President,
			Executive Officer (current position)
	Reasons for nomination as candidate for Director
	Hiroshi Ikeda has a wealth of experience and broad insight in the sales field and management operations, including serving
	as the head of the sales and the corporate planning within the Company Group. The Company has determined that he is an
	appropriate person to strongly promote the further enhancement of the corporate value of the Company Group and achieve
	the new mid-term business plan based on his broad perspective and his ability to act and lead, and has continued to
	nominate him as a candidate for Director.

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					Relationship
Candidate	Name	Biography, Position, Responsibility and Important Concurrent	Number of the	of Special
Company's	Interest in
No.	(Date of birth)		Position
	Shares Owned	the
					Company
		Apr. 1981	Joined the Company
		Apr. 2010	General Manager of Shikoku Area
			Production Department of Production
			Department, Industrial Materials Division
		Jan. 2012	General Manager of Production Department,
			Industrial Materials Division and Plant
			Manager of Shikoku Plant, General Affairs
			Department, Corporate Administration
			Division
	Toshimi Kumazaki	Mar. 2013	President of PT. Seiwa Indonesia
	Sept. 2015	President of Stars Technologies Industrial
	(November 10, 1957)
		Limited	19,243
			None
	Reelection	Apr. 2017	Executive Officer of the Company	shares
	Oct. 2019	General Manager of Production Control
2	Male
		Center, Industrial Materials Group
		Apr. 2020	Managing Executive Officer (current
			position)
		June 2020	In charge of Finance & Accounting
			Department (current position)
		June 2021	Director (current position)
		Apr. 2022	Director General of Production Division
			(current position) and General Manager of
			Production Engineering Department of the
			Division

Reasons for nomination as candidate for Director

Toshimi Kumazaki has a wealth of experience and broad insight in the production field and management operations, including serving as the head of the production and the finance, and overseas subsidiaries within the Company Group. The Company has determined that he is an appropriate person to further streamline and improve the production system in the Company Group and to supervise the business execution, and has continued to nominate him as a candidate for Director.

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						Relationship
Candidate	Name	Biography, Position, Responsibility and Important Concurrent	Number of the	of Special
Company's	Interest in
No.	(Date of birth)		Position
		Shares Owned	the
						Company
		Apr. 1987	Joined the Company
		July 2005	President of MBL Shanghai International
			Trading Co., Ltd.
		Sept. 2013	General Manager of Global Business
			Functional Enhancement Team, Industrial
	Keiji Mataba		Materials Group (Sales Supervision) of the
		Company
	(November 20, 1962)
	Apr. 2014	Executive Officer		14,943
			None
	Reelection	Dec. 2015	General Manager of Administration		shares
		Department, Industrial Materials Group
	Male
3	Apr. 2016	Managing Executive Officer (current
			position)
		June 2021	Director (current position)
		Apr. 2022	Director General of Industrial Materials
			Sales Division and in charge of Legal
			Department (current position)
	Reasons for nomination as candidate for Director
	Keiji Mataba has a wealth of experience and broad insight in the sales field, including serving as the head of the sales and
	an overseas subsidiary within the Company Group. The Company has determined that he is an appropriate person to
	expand the Company Group's earnings and create new demand for the Company's products and to supervise the business
	execution, and has continued to nominate him as a candidate for Director.
		Apr. 1981	Joined the Company
		Sept. 2003	General Manager of Purchasing Department,
			Corporate Administration Division
		July 2008	General Manager of Personnel Department,
			Corporate Administration Division
		Feb. 2011	General Manager of Functional Parts,
			Systems & Metal Products Sales
	Shinji Kuramoto		Department, Industrial Materials Division
	May 2013	General Manager of Personnel Department
	(June 29, 1957)	20,218
		Apr. 2016	Executive Officer		None
	Reelection		shares
	Apr. 2019	Managing Executive Officer
	Male
	Apr. 2021	Vice-Senior Managing Executive Officer
4		Apr. 2022	Director General of Personnel &	General
		Affairs Division (current position) and
			General Manager of Personnel Department of
			the Division
		June 2022	Director (current position)
		June 2022	Managing Executive Officer (current
			position)
	Reasons for nomination as candidate for Director
	Shinji Kuramoto has a wealth of experience and broad insight in the administration field, including serving as the head of
	the purchasing, the sales, the HR and personnel development, the general affairs, and the promotion of Digital
	Transformation within the Company Group. The Company has determined that he is an appropriate person to further
	strengthen the management and administrative structure of the Group, to invest in human capital and intellectual property,
	to develop and secure diverse human resources, and to supervise the execution of business operations, and has continued
	to nominate him as a candidate for Director.

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					Relationship
Candidate	Name	Biography, Position, Responsibility and Important Concurrent	Number of the	of Special
Company's	Interest in
No.	(Date of birth)		Position
	Shares Owned	the
					Company
		Apr. 1983	Joined the Company
		Apr. 2009	General Manager of Powertransmission
			Belts Technical Department No. 2 of Belts &
			System Technical Department, Industrial
			Materials Division
		Mar. 2012	General Manager of Belts & System
			Technical Department and Power
			Transmission Belts Development
			Department of the Department, Industrial
			Materials Division
		July 2015	President of MITSUBOSHI POLAND Sp.z
			o.o.
	Kazuhiro Takeda	Apr. 2018	General Manager Powertransmission Belts
		Technical Department No. 1 of Belts &
	(June 24, 1960)
		System Technical Department, Industrial	11,295
			None
	New election		Materials Group of the Company	shares
	Apr. 2019	Executive Officer
	Male
	Apr. 2019	General Manager of Production Department
5
		and Shikoku Area Production Department of
			the Department, Industrial Materials Group
			and in charge of Shikoku Area
		Jan. 2021	President of Mitsuboshi Belting Giken Co.,
			Ltd.
		Apr. 2021	Managing Executive Officer of the Company
			(current position)
		Apr. 2024	Director General of Technical Division and
			General Manager of Belt Drive Train
			Products & Systems Department of the
			Division and in charge of Digital & IT
			Division (current position)

Reasons for nomination as candidate for Director

Kazuhiro Takeda has a wealth of experience and broad insight in the technology-related operations and the production field, including serving as the head of the technology, the production, the promotion of Digital Transformation, and overseas subsidiaries within the Company Group. The Company has determined that he is an appropriate person for the promotion of technological development in the Company Group and the improvement of the quality of the Company's products and services as well as for supervising the business execution, and has nominated him as a candidate for Director.

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					Relationship
Candidate	Name	Biography, Position, Responsibility and Important Concurrent	Number of the	of Special
Company's	Interest in
No.	(Date of birth)		Position
	Shares Owned	the
					Company
		Apr. 1976	Joined Ministry of International Trade and
			Industry (current Ministry of Economy,
			Trade and Industry)
		May 2007	Senior Managing Director, Kansai Economic
			Federation
		July 2008	Joined Sumitomo Metal Industries, Ltd.
		June 2011	Director and Senior Managing Executive
			Officer
	Shinya Okuda	Oct. 2012	Managing Executive Officer of Nippon Steel
		& Sumitomo Metal Corporation (current
	(July 26, 1952)
		Nippon Steel Corporation)	1,200
	Reelection	June 2015	Senior Managing Director, Petroleum
	shares	None
		Association of Japan (current position)
	Outside
	Independent	June 2019	Audit & Supervisory Board Member of the
	Male		Company
		June 2020	Director (current position)
6		June 2020	Director, Institute of Energy Economics,
		Japan (current position)
		June 2021	Director, Japan Energy Association (current
			position)

[Significant concurrent positions outside the Company] Senior Managing Director, Petroleum Association of Japan Director, Institute of Energy Economics, Japan Director, Japan Energy Association

Reasons for nomination as candidate for Outside Director and summary of expected roles

Shinya Okuda has served in important positions at the Ministry of Economy, Trade and Industry and the Kansai Economic Federation, and has been involved in management at Sumitomo Metal Industries, Ltd. and other companies, offering a wealth of experience, achievements, and deep insight as a manager. During his tenure as an Outside Audit & Supervisory Board Member and Outside Director of the Company, he has thoroughly fulfilled his responsibilities, including by actively expressing his opinions and providing advice from an independent and objective standpoint at meetings of the Board of Directors, the Nomination and Remuneration Advisory Committee, and other bodies. In order to continue to utilize this abundant knowledge, experience, etc., in the management of the Company, the Company has continued to nominate him as a candidate for Outside Director.

In addition, the Company expects him to continue to advise, supervise, and monitor the Company's management through the Board of Directors, the Nomination and Remuneration Advisory Committee, and other bodies from an independent and objective standpoint, and to provide appropriate evaluation, etc., of the management's business execution.

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					Relationship
Candidate	Name	Biography, Position, Responsibility and Important Concurrent	Number of the	of Special
Company's	Interest in
No.	(Date of birth)		Position
	Shares Owned	the
					Company
		Apr. 1999	Joined the Company
		Jan. 2002	Joined Asahi Arthur Andersen Ltd.
		Dec. 2003	Joined Tohmatsu Tax Co.
		Feb. 2004	Registered as a certified tax accountant
			(Kinki Certified Public Tax Accountants'
			Association)
	Yuka Miyake	Apr. 2006	Director of Yuka Miyake Tax Accountant
	(October 19, 1975)		Office (current position)
	Reelection	Oct. 2012	Director of Oval Consulting (current	500 shares	None
		position)
	Outside	Dec. 2017	Audit & Supervisory Board Member of
	Independent
		Ambitious Co., Ltd.
	Female
	June 2021	Director of Hyogo Council of Social Welfare
			(current position)
7		June 2022	Director of the Company (current position)
	[Significant concurrent positions outside the Company]
		Director of Yuka Miyake Tax Accountant Office
		Director of Oval Consulting
		Director of Hyogo Council of Social Welfare
	Reasons for nomination as candidate for Outside Director and summary of expected roles
	Yuka Miyake has professional knowledge and experience cultivated as a certified tax accountant. She has also been
	engaged in management at Oval Consulting, and has a wealth of experience, achievements, and high-level insight as a
	management consultant. She has also been actively involved in public-private partnership projects and possesses high
	insight in the area of human capital. Throughout her tenure as an Outside Director of the Company, she has thoroughly
	fulfilled her responsibilities, including by actively expressing her opinions and providing advice from an independent and
	objective standpoint at meetings of the Board of Directors, the Nomination and Remuneration Advisory Committee, and
	other bodies. In order to continue to utilize this abundant knowledge, experience, etc., in the management of the Company,
	the Company has continued to nominate her as a candidate for Outside Director.
	In addition, the Company expects her to continue to advise, supervise, and monitor the Company's management through
	the Board of Directors, the Nomination and Remuneration Advisory Committee, and other bodies from an independent and
	objective standpoint, and to provide appropriate evaluation, etc., of the management's business execution.

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