Ichikoh Industries : Notice of the 94th Ordinary General Meeting of Shareholders and Materials for the General Meeting of Shareholders

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This is the English translation for reference purposes only

Stock code: 7244 March 11, 2024 (Starting date of measures for electronic provision March 5, 2024)

To Our Shareholders

Itado 80, Isehara-shi,Kanagawa-ken

ICHIKOH INDUSTRIES, LTD.

Representative Director & Chairman

Ali Ordoobadi

Notice of the 94th Ordinary General Meeting of Shareholders

We appreciate your continuing support to our company.

This is to inform you that the 94th Ordinary General Meeting of Shareholders of ICHIKOH INDUSTRIES, LTD will be held as described below.

For this General Meeting of Shareholders, we are taking the measures for electronic provision and the matters on the measures for electronic provision are published as "Notice of the 94th Ordinary General Meeting of Shareholders" on the following website on the Internet.

http://www.ichikoh.com/

Please review the material by selecting "For Inventors," "IR Library," "Notice of Shareholders Meeting" in the above website of our company.

In addition to the website above, information on the measures for electronic provision is also published on the website of the Tokyo Stock Exchange (TSE). Please access the website below and enter and search the issue name (company name) or securities code, and select

"basic information" and "Inspection documents/PR information" and confirm Website of TSE (TSE listed company information service) https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

You can exercise your voting rights in writing or electromagnetic means (via the Internet, etc.) instead of attending the meeting in person. Please review the "Reference Documents for the Ordinary General Meeting of Shareholders" which is published in the matters on electronic provision measures and exercise your voting rights in accordance with "4. Decisions made in convening the meeting" by 5:30 p.m., Tuesday, March 26, 2024.

Date and Time:	Wednesday, Mar 27, 2024 10:00 AM
.
Place:	348 Tanaka, Isehara-shi,Kanagawa-ken
	Isehara Civic Culture Center, Small Hall on the 1st Floor

3. Agenda:

Matters to be Reported:

1. Business Report, the Consolidated Financial Statements and the Audit Results of the Consolidated Financial Statements for the 94th Fiscal Year (from January 1, 2023 to December 31, 2023) by the Accounting Auditor and the Board of Auditors.
2. Report of the Non-consolidated Financial Statements for the 94th Fiscal Year (from

January 1, 2023 to December 31, 2023). Matters to be Resolved:

Proposal No. 1: Disposition of Surpluses

Proposal No. 2: Election of Nine (9) Directors

Proposal No. 3: Election of Two (2) Corporate Auditors

Proposal No. 4: Election of One (1) Substitute Corporate Auditor

4. Decisions made in Convening the meeting

1. Exercising Voting Rights in Writing

Please indicate your approval or disapproval on the enclosed Voting Rights Exercise

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Form and return it so that it arrives no later than 5:30 PM on Tuesday, March 26, 2024.

(2) Exercising Voting Rights via the Internet, etc.

When exercising voting rights via the Internet, etc., please refer to "Information on exercising voting rights via the Internet, etc." on page 3 and exercise by 5:30 PM on Tuesday, March 26, 2024.

(3) Exercising your voting rights twice in writing and via the Internet, etc.

The exercise of voting rights via the Internet, etc., will be taken as the validly exercised votes. If voting rights are exercised multiple times via the Internet, etc., the last one will be taken as the validly exercised votes.

1. If there is no indication of approval or disapproval for each proposal on the Voting Rights Exercise Form that you send back to us, it is treated as an indication of approval.
2. Based on laws and regulations and the provisions of Article 15 of the Company's Articles of Incorporation, the following matters among the measures for electronic provision are not stated in the documents delivered to shareholders who request delivery of documents. Therefore, the documents delivered to shareholders who request delivery of documents constitute only by a part of the documents subject to audit by the Corporate Auditor and the Accounting Auditor when preparing the audit report.

1. Matters on the business report

"Status of Accounting Auditor" and "Systems to ensure appropriate business execution and status of execution"

2. Matters on the Consolidated Financial Statements

"Consolidated statements of changes in shareholders' equity," "Notes of the Consolidated Financial Statements," "Accounting Auditor's Report Regarding the Consolidated Financial Statements" and "Audit Report of the Board of Corporate Auditors"

3. Matters on Non-Consolidated Financial Statements

"Non-Consolidated statements of changes in shareholders' equity," "Notes of the Non-consolidated Financial Statements," "Accounting Auditor's Report" and "Audit Report of the Board of Corporate Auditors"

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You are kindly requested to present the enclosed Voting Rights Exercise Form to the person at the reception when you attend the meeting in person.

If any changes are made in the matters on the measures for electronic provision, they will be published on the website, which publishes the matters on the measures electronic provision.

If there are any material changes regarding operation and place of the Ordinary General Meeting of Shareholders, we will notify them on our website (http://www.ichikoh.com/).

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Information of Exercising Voting Rights via the Internet, etc.

When exercising voting rights via the Internet, etc., please be aware of the following matters in advance.

1. Website for exercising voting rights

1. Voting rights can be exercised via the Internet, etc., only by using the following website for exercising voting rights designated by the Company.

Website Address https://www.web54.net

1. If you exercise voting rights using smartphone, please use "Smart Exercising".
   By scanning the "Login QR Code of website for Exercising Voting Rights for Smartphones" on the enclosed Voting Rights Exercise Form, you can exercise voting rights from website for exercising voting rights without entering the "Voting Rights Exercise Code" and "Password".
   Please note that you will need to scan the QR code again and enter the "Voting Rights Exercise Code" and "Password" printed on the Voting Rights Exercise Form if you want to

change the content of the right you exercised after exercising your voting rights.

• For details, please refer to the enclosed information brochure.

2. Handling of your exercise of voting rights

1. When exercising voting rights via the Internet, etc., please use the "Voting Rights Exercise Code" and "Password" printed on the enclosed Voting Rights Exercise form, and enter your votes following the on-screen guidance.
2. The deadline for exercising voting rights is 5:30 PM on Tuesday, March 26, 2024, so please exercise your rights as soon as possible.
3. If you exercise your voting rights twice in writing and via the Internet, etc., the exercise of voting rights via the Internet, etc., will be taken as the validly exercised votes. If voting rights are exercised multiple times via the Internet, etc., the last one will be taken as the validly exercised votes.
4. Internet provider's connection fee and communication fees to your telecommunication service provider (including access fees) for accessing website for exercising voting rights shall be borne by the shareholder.

1. Handling of passwords and voting rights codes

1. The Password is a crucial means through which to ascertain that a voting person is really a qualified shareholder. Please handle it with care as well as your personal seal and security code.
2. If you enter the wrong password more than a certain number of times, your password will be rendered unusable. If you would like re-issue your password, please follow the on-screen guidance.
3. The code for exercising voting rights on the Voting Rights Exercise Form is valid only at this general meeting.

1. For inquiries regarding the operation of personal computers

1. If you have any questions regarding the operation of personal computers in relation to the exercise of your voting rights, please call the number below.
   Sumitomo Mitsui Trust Bank, Limited Security Agent Web Support Dedicated Dial [Tel No.] 0120（652）031 （Service hours 9：00～21：00）
2. For other inquiries, please contact below.

ⅰ. Shareholders who have accounts at securities companies The securities companies in which you have your account

ⅱ.Shareholders who do not have an account at a securities companies (Shareholders who have special account)

Sumitomo Mitsui Trust Bank, Limited Security Agent Business Center

[Tel No.] 0120（782）031 （Service hours 9：00～17：00 excluding weekends and holidays）

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5. Platform for exercising voting rights

Institutional investors who applied to exercise the voting rights using the platform operated by a joint venture (ICJ Co., Ltd.) in advance, can use such platform as a method of an electromagnetic means to exercise voting rights of the Shareholders' Meeting of the Company in addition to the above-mentioned exercise of voting rights via the Internet.

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Reference Materials for the Shareholders Meeting

Proposal No. 1: Disposition of Surpluses

Regarding disposal of surpluses, aiming the sustainable improvement of the corporate value, recognizing the growth strategy through research and development and capital investment, and the improvement of the return of profit to shareholders as the basic policies, and comprehensively taking into consideration the level of payout ratio, we propose to increase dividends as follows.

Description regarding year-end dividends

1. Class of dividend assets Cash
2. Description of distributed assets and the total amounts thereof 5.5 yen per one Ichikoh share; total amount 528,843,062 yen.
3. Effective Date distribution of dividend March 28, 2024

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Proposal No. 2: Appointment of Nine (9) Directors

The term of all of the eight (8) Directors, Ali Ordoobadi, Christophe Vilatte, Kazuyuki Miyashita, Hideki Shirato, Maurizio Matinelli, Raul Perez, Hideo Aomatsu, and Jean- Jacques Lavigne will expires at the close of this Shareholders' Meeting. Therefore, we propose to appoint nine(9) Directors.

The candidates for Directors are as follows.

	Name	Brief Profile, Positions and	Number
Candidate	of
(Date of	Responsibilities at Ichikoh
Ichikoh
No.	Birth)	[Status of Important concurrent positions
Shares
	[Gender]	in other companies]
	held
		June 2008:	Ichikoh Director
		October 2010:	Representative Director &
			President, supervising
			Audit Department and
			Quality HQ
		June 2011:	Representative Director,
			supervising Audit
			Department and R&D HQ
		April 2012:	Representative Director &
			President, supervising
			Audit Department of the
			Company
		June 2017:	Representative Director &
			Chairman & CEO,
			supervising Audit
			Department of the
			Company
	[For re-	March 2021:	Representative Director &
	election]		Chairman, supervising
		Audit Department of the
1	Ali		Company	65,485
	(to date)
	Ordoobadi	[Background with Other Companies]
	Nov. 15, 1960	1987:	Siemens Technical Center
		R&D Engineer
	[Male]
	1999:	Valeo Group Vice President
			responsible for China
			(Valeo China HQ)
		2007:	Valeo Group Vice President
			responsible for East Asia,
			Representative Director &
			President of Valeo Japan
			Co., Ltd.
		2010:	Valeo Group Vice President
			responsible for Japan,
			Representative Director of
			Valeo Engine Cooling
			Japan Co., Ltd.
			Representative Director &
			President of Valeo Japan
			Co., Ltd.
		June 2017 Representative Director &
			President of Valeo Japan

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Co., Ltd.

Mar 2018 Representative Director &

President of Valeo Japan

Co., Ltd.

Director of Valeo Kapec Japan KK

(to date)

[Important concurrent positions in other Company]

Representative Director & President of Valeo Japan Co., Ltd., Director of Valeo Kapec Japan KK

Reason for Candidacy for Director

Since taking the position of Representative Director in 2010, he has reinforced and improved performance of our group by focusing the business resources into our core businesses. He has also reinforced a governance system, including stronger compliance. He is continuously nominated as a candidate for a Director in order to secure sustainable growth of the Company.

Length of service as Director (at the close of this Shareholders Meeting): 15 years and 9 months

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	Name	Brief Profile, Positions and	Number
Candidate	Responsibilities at Ichikoh	of
(Date of Birth)
Ichikoh
No.	[Status of Important concurrent
[Gender]	Shares
	positions in other companies]
		held
		August 2011 Executive Officer
			Finance HQ Director of
			Ichikoh
		July 2012	Ichikoh Managing
			Executive Officer
			Finance HQ Director
		June 2014	Ichikoh Managing
			Executive Officer
			Lighting BU Director
		June 2017 Director & Ichikoh Senior
			Managing Executive
			Officer Lighting RO
			Director
		March 2021 Representative Director
			& President CEO,
			Lighting BU Director
		(to date)
		[Background with Other Companies]
		1996	Valeo Klimasysteme
			GmbH (ex-Siemens)
			Industrial & Project
			Controller (Germany)
		2000	Zexel Valeo Climate
			Control Corporation,
	[For re-election]		Financial Controller
2		Overseas Divisions &	13,758
Christophe Vilatte
		General Manager
	（May 28, 1972）		Management Planning
	[Male]		Department
		2006	Valeo Climate Control
			(France) Cabin Air
			Filtration Division,
			Division General
			Manager
		2010	Valeo Climate Control
			(France) Product Group
			Aftermarket Director
		[Important positions in other
		Company]
		Has held no other important positions
		in other companies from taking the
		position of Executive Officer of
		Ichikoh.
		Reason for Candidacy for Director
		After more than 20 years spent in the
		automotive industry working
		worldwide, he has been developing an
		extensive knowledge of this industry
		and has been also showing

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extraordinary performance in management. He is currently responsible for the management of Lighting Business of the Company, and he is continuously nominated as candidate for a Director because we judged that, by utilizing his insights and experiences in deliberations at the Board of Directors, he can contribute to the improvement of the corporate value of our Company group.

Length of service as Director (at the close of this Shareholders Meeting): 6 years and 9 months

				Number
Candidate	Name	Brief Profile, Positions and	of
Responsibilities at Ichikoh
(Date of Birth)	Ichikoh
No.	[Status of Important concurrent positions
[Gender]	Shares
	in other companies]
		held
		April 1990:	Joined Ichikoh Industries,
			Ltd.
		October 2006	Manager of Start of
			Production Quality
			Assurance Section,
			Quality HQ
		April 2010	Executive Officer & GM
			of Project Management
			Department
		June 2011	Managing Director,
	[For re-		supervising Project
		Management Design HQ
	election]	June 2012	Director & Managing
3			executive Officer	21,290
Kazuyuki		responsible for Project
		Management HQ and
	Miyashita
		R&D HQ
	(Nov. 9, 1966)	April 2014	Director & Managing
	[Male]		Executive Officer
		responsible for Project
			Management HQ and
			Production Division
		June 2016	Director & Senior
			Managing Executive
			Officer responsible for
			R&D HQ/Project
			Progress Control Office,
			Manager of Project
			Management HQ and

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	Industrial HQ
May 2017	Director & Senior
	Managing Executive
	Officer responsible for
	R&D HQ/Adv.Dev. HQ/
	Industrial HQ /Project
	Progress Control Office,
	Manager of Project
	Management HQ
April 2018	Director & Senior
	Managing Executive
	Officer responsible for
	R&D HQ/, Adv.Dev. HQ/
	Process Engineering HQ
	/Project Progress Control
	Office and General
	Manager of Project
	Management HQ
February 2019	Director & Senior
	Managing Executive
	Officer responsible for
	R&D HQ/, Adv.Dev. HQ/
	Process Engineering HQ
	and General Manager of
	Project Management HQ
June 2020	Director & Senior
	Managing Executive
	Officer responsible for
	R&D HQ/, Adv.Dev. HQ
	and General Manager of
	Project Management HQ
March 2021	Representative
	Director& Deputy
	President CTO
	responsible for R&D HQ/,
	Adv.Dev. HQ and
	General Manager of
	Project Management HQ
January 2023	Representative Director
	& Deputy President CTO,
	responsible for R&D HQ/,
	Adv.Dev. HQ, General
	Manager of Project
	Management HQ and
	Adv.Dev. HQ
	(to date)

[Important positions in other Company] Has held no other important positions in other companies since joined the Company.

Reason for Candidacy for Director After being involved for a long time in new product project management and