Titan Kogyo : NOTICE OF THE 126TH ORDINARY 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 identification code: 4098 Date of sending by postal mail: June 6 , 2024 (Start date of measures to provide information in electronic format) May 31, 2024

To our shareholders:

Yasuo Inoue Representative Director, President and Chief Executive Officer

Titan Kogyo, Ltd.

1978-25 Oaza Kogushi, Ube City, Yamaguchi Prefecture

NOTICE OF THE 126TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

You are cordially notified of the 126th Ordinary General Meeting of Shareholders of Titan Kogyo, Ltd. (the "Company"), which will be held as described below.

When convening this general meeting of shareholders, the Company takes measures to provide information in electronic format for reference documents for the general meeting of shareholders, etc. (items for measures to provide information in electronic format), and posts this information on the websites listed below. Please access the websites by using the internet addresses shown below to review the information.

Titan Kogyo, Ltd. website

http://www.titankogyo.co.jp/irinfo/shareholder/ (in Japanese)

Ordinary General Meeting of Shareholders website https://d.sokai.jp/4098/teiji/ (in Japanese)

Tokyo Stock Exchange (TSE) website (Search for a listed company) https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

(Access the TSE website by using the internet address shown above, enter "Titan Kogyo, Ltd." in "Issue name (company name)" or the Company's securities code "4098" 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].")

In lieu of attending the meeting in person, you may exercise your voting rights in writing or by using the Internet, etc., so please read the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights after reviewing the "Guidance on Exercising Voting Rights" (in Japanese only), by no later than 4:30 p.m. on Tuesday, June 25, 2024 (Japan Standard Time).

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Meeting Details

1. Date and time: Wednesday, June 26, 2024, at 10:00 a.m. (Japan Standard Time)

2. Venue:	Head Office
	1978-25 Oaza Kogushi, Ube City, Yamaguchi Prefecture

3. Purposes:

Items to be reported:

1. Business Report and Consolidated Financial Statements for the 126th Term (from April 1, 2023 to March 31, 2024), and the results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit and Supervisory Committee
2. Non-ConsolidatedFinancial Statements for the 126th Term (from April 1, 2023 to March 31, 2024)

Items to be resolved:

Proposal 1: Appropriation of Surplus

Proposal 2: Election of five (5) Directors (excluding Directors who are Audit and Supervisory Committee Members)

Proposal 3: Election of one (1) Director who is an Audit and Supervisory Committee Member

4. Items to be determined upon convocation of the meeting (Guidance on exercising voting rights)

1. If you exercise your voting rights in writing (postal vote), lack of approval or disapproval of a proposal on the voting form shall be deemed as a vote of approval of the proposal.
2. If you exercise your voting rights more than once using the Internet, etc., the last vote to be made shall be deemed the valid execution of voting rights.
3. If you exercise your voting rights both via the Internet, etc. and in writing (postal vote), the vote via the Internet, etc. shall be deemed the valid execution of voting rights, regardless of the timing that voting rights were executed.

• When attending the meeting in person, we ask that you present the enclosed voting form to the reception desk at the venue.
• Under the Act Partially Amending the Companies Act, in principle only shareholders who have accessed the aforementioned websites to confirm the measures to provide information in electronic format and made a written request for delivery of hardcopies of documents by the record date for voting rights are to be sent hardcopies of documents. For this general meeting of shareholders, the Company shall deliver in uniform the hardcopies of documents listing items for measures to provide information in electronic format regardless of whether or not a written application for delivery has been made.
  Among the items for measures to provide information in electronic format, in accordance with the provisions of laws and regulations and Article 14, paragraph (2) of the Articles of Incorporation of the Company, the following items are not provided in the paper-based documents delivered to shareholders.
• 1. Business report on "the overview of the operations of systems necessary to ensure that the execution of the duties by the directors complies with the laws and regulations and the Articles of Incorporation."
  2. Notes to Consolidated Financial Statements
  3. Notes to Non-Consolidated Financial Statements

Accordingly, the Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements included in this document are part of the subject documents audited by the Accounting Auditor in preparing the Accounting Auditor's Report and by the Audit and Supervisory Committee in preparing its Audit Report.

• In the event of any revision arising in the items for measures to provide information in electronic format, notice to that effect and the item before and after the revision shall be posted on each of the aforementioned websites.

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Reference Documents for the General Meeting of Shareholders Proposals and Reference Information

Proposal 1: Appropriation of Surplus

The Company recognizes that improvement of corporate value through business growth and expansion is a priority of the highest order and believes that striving for the return of profits to its shareholders is a management priority.

The Company has given consideration to the business performance of this fiscal year and future business development, and it proposes to pay year-end dividends for this fiscal year under review as follows:

1. Type of dividend property Cash
2. Allotment of dividend property and their aggregate amount ¥10 per common share of the Company
   Total payment: ¥29,673,720
3. Effective date of dividends of surplus June 27, 2024

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Proposal 2: Election of five (5) Directors (excluding Directors who are Audit and Supervisory Committee Members)

The terms of office of all five (5) Directors currently serving (excluding Directors who are Audit and Supervisory Committee Members; applicable to the rest of this proposal) will expire at the conclusion of this meeting. Therefore, the Company proposes the election of five (5) Directors.

The Audit and Supervisory Committee has judged that each candidate is qualified.

The candidates for Director are as follows:

Candidate	Name	Career summary and position/responsibilities in the Company	Number of the
Company's shares
no.	(Date of birth)	(Significant concurrent positions outside the Company)
owned
		April 1984	Joined the Company
		October 2014	Executive Officer and Head of Ube
			Development Center
		June 2017	Director, Managing Executive Officer, General
	Yasuo Inoue		Manager of Production Division, Head of Ube
		Development Center, and Head of Ube Nishi	6,579 shares
	October 8, 1960
		Plant
1		March 2018	Director and Senior Managing Executive
		Officer (Engineering)
		June 2019	Representative Director, President and Chief
			Executive Officer (current position)
	[Reasons for nomination as candidate for Director]
	Yasuo Inoue plays a role in the sustained improvement of the Company's corporate value through his leadership of the
	Company's management, decisions on important matters pertaining to management, and supervision of business
	execution as Representative Director, President and Chief Executive Officer. The Company selected Mr. Inoue as
	candidate for Director based on this and because he is expected to contribute further to the Company in the future.
		April 1984	Joined the Company
		October 2014	Executive Officer and General Manager of
			Sales Department
		June 2016	Director, General Manager of Sales Division,
			and General Manager of Sales Department
	Yoshitaka Nagaoka	June 2017	Director, Managing Executive Officer, General
		Manager of Sales Division, and General	6,323 shares
	April 13, 1961
		Manager of Sales Department
2		March 2018	Director and Managing Executive Officer
		(Sales)
		June 2019	Director, Senior Managing Executive Officer
			(Sales), and General Manager of Sales
			Department (current position)
	[Reasons for nomination as candidate for Director]
	Yoshitaka Nagaoka possesses a wealth of experience in the Company's sales departments and exhibits leadership in the
	Company's sales departments as Director and Senior Managing Executive Officer (Sales). The Company selected Mr.
	Nagaoka as candidate for Director based on this and because he is expected to contribute further to the Company in the
	future.

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Candidate	Name	Career summary and position/responsibilities in the Company	Number of the
Company's shares
no.	(Date of birth)	(Significant concurrent positions outside the Company)
owned
		April 1985	Joined the Company
		October 2015	Executive Officer and General Manager of
			Research and Development Department
		June 2017	Director, Managing Executive Officer, and
			General Manager of Research and
	Shigeru Nagaoka		Development Division	5,884 shares
	May 21, 1961	March 2018	Director and Managing Executive Officer
			(R&D and Production)
3		June 2019	Director and Senior Managing Executive
			Officer (Engineering) (current position)
		(Significant concurrent positions outside the Company)
		Representative Director and President of TBM, Ltd.
	[Reasons for nomination as candidate for Director]
	Shigeru Nagaoka possesses a wealth of experience in the Company's R&D departments and exhibits leadership in the
	Company's R&D and production departments as Director and Senior Managing Executive Officer (Engineering). The
	Company selected Mr. Nagaoka as candidate for Director based on this and because he is expected to contribute further
	to the Company in the future.
		April 1988	Joined the Company
		March 2013	Deputy General Manager of General
			Administration Department
		June 2016	Executive Officer and General Manager of
			Finance and Corporate Planning Department
	Yoshito Chijimatsu	June 2019	Director, Managing Executive Officer (Finance	4,975 shares
	September 22, 1965		and Corporate Planning), and General Manager
			of Finance and Corporate Planning Department
4		March 2022	Director, Managing Executive Officer
			(Corporate Planning, Accounting and Finance),
			and General Manager of Corporate Planning
			Department (current position)

[Reasons for nomination as candidate for Director]

Yoshito Chijimatsu possesses a wealth of experience in the Company's administrative departments and exhibits leadership in the Company's corporate planning and accounting and finance departments as Director and Managing Executive Officer (Corporate Planning, Accounting and Finance). The Company selected Mr. Chijimatsu as candidate for Director based on this and because he is expected to contribute further to the Company in the future.

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Candidate	Name	Career summary and position/responsibilities in the Company	Number of the
Company's shares
no.	(Date of birth)	(Significant concurrent positions outside the Company)
owned
		April 1991	Joined the Company
		March 2015	Deputy General Manager of General
			Administration Department
		June 2016	General Manager of Audit Department and
			Deputy General Manager of General
			Administration Department
		March 2017	General Manager of General Administration
			Department and General Manager of Audit
	Atsushi Nishida		Department
	June 2017	Executive Officer, General Manager of General	4,570 shares
	April 8, 1968
		Administration Department, and General
5			Manager of Audit Department
	June 2019	Director, Managing Executive Officer (General
			Administration, Environment, Safety), General
			Manager of General Administration
			Department, and General Manager of Audit
			Department (current position)
		(Significant concurrent positions outside the Company)
		Director of TBM, Ltd.
	[Reasons for nomination as candidate for Director]
	Atsushi Nishida possesses a wealth of experience in the Company's administrative departments and exhibits leadership
	in the Company's general administration, environment and safety, and internal audit departments as Director and
	Managing Executive Officer (General Administration, Environment, Safety). The Company selected Mr. Nishida as
	candidate for Director based on this and because he is expected to contribute further to the Company in the future.
Notes: 1.	Director candidate Shigeru Nagaoka serves concurrently as Representative Director and President of TBM, Ltd., which
	the Company has an equity investment in. In addition, the Company has a business relationship with TBM, Ltd. involving
	the consignment of administrative operations.

1. Director candidate Atsushi Nishida serves concurrently as Director of TBM, Ltd., which the Company has an equity investment in. In addition, the Company has a business relationship with TBM, Ltd. involving the consignment of administrative operations.
2. There is no special interest between other candidates for Director and the Company.
3. The Company has concluded an officer liability insurance contract with an insurance company pursuant to Article 430-3, paragraph (1) of the Companies Act. This contract covers damages caused by insured persons, including Directors of the Company, during the course of the execution of their duties or receiving a request for the pursuit of such responsibilities (except in cases where it falls under the grounds of indemnification stipulated in the insurance contract). If each candidate is elected and appointed Director, he/she will become an insured person under this insurance contract. In addition, when this insurance policy is renewed, the Company plans to renew it with the same terms.

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Proposal 3: Election of one (1) Director who is an Audit and Supervisory Committee Member

Satoshi Oshima, a Director who is an Audit and Supervisory Committee Member, will resign at the conclusion of this meeting. Accordingly, the Company requests the appointment of one Director who is an Audit and Supervisory Committee Member as a person elected to fill a vacancy.

In accordance with the provisions of the Company's Articles of Incorporation, the term of office of a Director who is an Audit and Supervisory Committee Member as a person elected to fill a vacancy shall expire at the same time as the expiration of term of office of the retired Director who is an Audit and Supervisory Committee Member.

In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal.

The candidate for Director who is an Audit and Supervisory Committee Member is as follows:

	Name	Career summary and position/responsibilities in the Company	Number of the
	Company's shares
	(Date of birth)	(Significant concurrent positions outside the Company)
	owned
			April 1982	Joined the Company
			March 2015	General Manager of Purchasing and Logistics Department
			June 2017	Executive Officer and General Manager of Purchasing and
				Logistics Department
			March 2018	Managing Executive Officer (Purchasing and Quality), and
				General Manager of Purchasing and Logistics Department
	New election		June 2018	Director, Managing Executive Officer (Purchasing and
				Quality), and General Manager of Purchasing and Logistics	1,000 shares
	Masato Matsuzaki		Department
	August 14, 1959	June 2019	Managing Executive Officer (Purchasing), and General
				Manager of Purchasing and Logistics Department
			March 2022	Managing Executive Officer (Purchasing and Logistics), and
				General Manager of Purchasing and Logistics Department
				(current position)
			(Significant concurrent positions outside the Company)
			Audit & Supervisory Board Member of TBM, Ltd. (to be appointed)

[Reasons for nomination as candidate for Director who is an Audit and Supervisory Committee Member]

Masato Matsuzaki possesses a wealth of experience in the Company's Purchasing and Logistics Department and also has experience as the Company's Director. The Company selected Mr. Matsuzaki as candidate for Director who is an Audit and Supervisory Committee Member based on this and because he is expected to contribute to strengthening audit and oversight functions over Directors' execution of duties.

Notes: 1. There is no special interest between Masato Matsuzaki, the candidate for Director who is an Audit and Supervisory Committee Member, and the Company.

2. The Company has concluded an officer liability insurance contract with an insurance company pursuant to Article 430-3, paragraph (1) of the Companies Act. This contract covers damages caused by insured persons, including Directors who are Audit and Supervisory Committee Members of the Company, during the course of the execution of their duties or receiving a request for the pursuit of such responsibilities (except in cases where it falls under the grounds of indemnification stipulated in the insurance contract). If Masato Matsuzaki is elected and appointed Director who is an Audit and Supervisory Committee Member, he will become an insured person under this insurance contract. In addition, when this insurance policy is renewed, the Company plans to renew it with the same terms.

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[Reference]

Skills Matrix of the Board of Directors after the conclusion of the Ordinary Meeting of Shareholders (tentative)

If the candidates listed in this Notice of the Meeting are elected as proposed, the skill matrix of the Board of Directors will be as follows.

						Skill
		Corpo-						Person-	Legal/	Inter-
		Finance				Sales/	nel/Gen-
Name	Position	rate	Produc-			Risk	national
Account	R&D		Market-	eral
		manage-	tion		Manage-	Experi-
		-ing			ing	Admin-
		ment				ment	ence
							istration
	Representative Director
Yasuo Inoue	President and Chief	●		●	●				●	●
	Executive Officer
Yoshitaka	Director
Senior Managing	●					●		●
Nagaoka
Executive Officer
	Director
Shigeru Nagaoka	Senior Managing	●		●	●				●
	Executive Officer
Yoshito	Director
Managing Executive	●	●						●
Chijimatsu
Officer
	Director
Atsushi Nishida	Managing Executive	●						●	●
	Officer
	Director
Masato Matsuzaki	Standing Audit and	●		●					●
Supervisory Committee
	Member
	Outside Director
Akito Ota	Audit and Supervisory								●
	Committee Member
	Outside Director
Hisanori Sato	Audit and Supervisory								●
	Committee Member
	Outside Director
Fumiko Matsuno	Audit and Supervisory		●						●
	Committee Member

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