Amano : Notice of the 108th Annual Shareholders Meeting

Note: This notice is a partial translation of the Japanese original for reference purposes only. In the event of any discrepancy between this translation and the Japanese original, the original shall prevail. Amano Corporation (the Company) assumes no responsibility for direct, indirect or any other forms of damages arising from the translation.

Stock Exchange Code 6436: TSE Prime Market

June 6, 2024

(Start Date of Electronic Provision Measures Matters June 5, 2024)

To Shareholders with Voting Rights:

Amano Corporation

President & Representative Director

Manabu Yamazaki

275 Mamedocho, Kohoku-ku, Yokohama

Notice: The 108th Annual Shareholders Meeting

Dear Shareholders:

The Company would like to express its appreciation for your continued support and patronage.

Please be informed that it will hold the 108th Annual Shareholders Meeting of the Company. The meeting will be held for the purposes as described below.

For the convening of this Annual Shareholders Meeting, information contained in the Reference Documents for the Annual Shareholders Meeting, etc. (matters to be electronically provided) is provided electronically, and is posted on the Company's website as "Notice of the 108th Annual Shareholders Meeting". (Japanese version only)

The Company's website https://www.amano.co.jp/ir/stock/meeting/

In addition to the above, such information is also available on the website of the Tokyo Stock Exchange (TSE).

The TSE's website https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

Please access the TSE's website above, enter the company name (Amano Corporation) or stock exchange code (6436), search for it, and select "Basic information" and "Documents for public inspections/PR information" to confirm them.

If you are unable to attend the meeting, you may exercise your voting rights in writing or online via the internet. Please review the attached Reference Documents for the Shareholders Meeting, and exercise your voting rights by 5:00 p.m. on Wednesday, June 26, 2024 Japan Standard Time.

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1. Date and Time	: Thursday, June 27, 2024 at 10:00 a.m. Japan Standard Time
2. Place	: Conference room at the Company located at

275 Mamedocho, Kohoku-ku, Yokohama

3. Meeting Agenda for the Shareholders Meeting:

Matters to be reported : 1. The Business Report, Consolidated Financial Statements for the

Company's 108th Fiscal Year (April 1, 2023-March 31, 2024) and results of audits by the Accounting Auditor and the Audit & Supervisory Board of the Consolidated Financial Statements

2. Non-consolidated Financial Statements for the Company's 108th Fiscal Year (April 1, 2023-March 31, 2024)

Proposals to be resolved:

Proposal 1:Appropriation of Surplus Retained Earnings

Proposal 2:Appointment of 2 Audit & Supervisory Board Members

If no indication of approval or disapproval is made for an agenda item on the voting form, it will be treated as an indication of "approval".

When attending the meeting, please submit the enclosed voting rights exercise form at the reception desk. In the event of any revision to the items of the electronic provision measures, the revised information will be posted on the respective websites where the information is posted.

Guidance on Exercising Voting Rights, etc.

(1) Exercise of voting rights in writing (by mail)

Please indicate approval or disapproval on the enclosed voting rights exercise form, and return it to the Company without affixing a stamp.

Voting deadline : Arrive at the Company by 5:00 p.m. Wednesday, June 26, 2024 Japan Standard Time.

(2) Exercise of voting rights via the internet, etc.

Please access the website below via personal computer or smartphone, enter the "Login ID" and "Temporary password" indicated on the voting rights exercise form, and follow the instructions on the screen to enter approval or disapproval. (https://evote.tr.mufg.jp/)

Voting deadline : Entry completed by 5:00 p.m. Wednesday, June 26, 2024 Japan Standard Time. How to handle of voting rights exercised more than once

1. In the event you vote both in writing and online, your online vote shall be deemed effective and counted.
2. In the event you vote multiple times online, your intention indicated on the last vote shall be deemed effective and counted.

Any costs incurred in accessing the website for exercising voting rights (such as internet connection fees) shall be borne by the shareholders.

To Institutional Investors :

If you have applied in advance to use the voting platform operated by Investor Communications Japan Inc., you may exercise your voting rights via the platform.

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Reference Documents for the Shareholders Meeting

Proposals and References

Proposal 1: Appropriation of Surplus Retained Earnings

The Company places great importance on its policy for dividend payments to its shareholders. Fundamental to this is its policy for the return of profit to shareholders, together with appropriate results-based distributions of profits.

Dividends shall be determined based on a Payout Ratio of at least 40% on a consolidated basis, a Ratio of Dividend to Net Assets of at least 2.5%, and a Total Return Ratio of at least 55%.

Matters concerning Year-end dividend

1. Type of dividend property Cash
2. Allocation of dividend property and its total amount JPY95.00 per common stock of the Company. Total amount of dividend JPY6,887,800,865
   As a result, the annual dividend including the interim dividend shall amount to JPY135.00 per share, a year-on-year increase of JPY25.00.
3. Effective date of allotment of surplus retained earnings June 28, 2024

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Proposal 2: Appointment of 2 Audit & Supervisory Board Members

The term of office of both Mr. Masahiko Morita and Mr. Yasuhiro Sasaya will expire at the conclusion of this year's Annual Shareholders Meeting. Accordingly, the Company proposes the appointment of 2 Audit & Supervisory Board Members.

The Audit & Supervisory Board has previously given its approval to this proposal. The candidates are as follows:

				Board of	Audit &
				Supervisory
			Current position	Directors
No.		Name	Board
	in the Company	Meeting
			Meeting
				Attendance
				Attendance
1	Masahiko Morita	Male	Full-time Audit &	100%	100%
(8/8)	(8/8)
	Reappointed	Supervisory Board Member
2	Tomonori Kitami	Male	Operating Officer	－%	－%
	Newly appointed		(－/－)	(－/－)

No.1	Masahiko Morita
	Date of Birth	August 11, 1959	[Male]
	Number of the Company's shares held	20,900	[Reappointed]
	Board of Directors Meeting Attendance	100% (8/8)
	Audit & Supervisory Board	100% (8/8)
	Meeting Attendance
Career summary, status in the Company, and significant concurrent positions
April 1982	Joined the Company
April 2007	Division Manager of Corporate Administration Division of the Company
April 2013	Operating Officer of the Company
April 2013	Division Manager of the Accounting Division of the Company
April 2019	General Manager of Internal Audit of the Company
June 2020	Audit & Supervisory Board Member of the Company (current position)

Reasons for nomination as a candidate for Audit & Supervisory Board Member

With extensive experience gained from working in accounting, administration and internal auditing divisions at the Company, the Company continues to nominate him as a candidate for Audit & Supervisory Board Member, because he is expected to use his knowledge and experience to audit and supervise the Company's management.

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No.2	Tomonori Kitami
	Date of Birth	October 1, 1961	[Male]
	Number of the Company's shares held	5,700	[Newly appointed]
	Board of Directors Meeting Attendance	－% (－/－)
	Audit & Supervisory Board	－% (－/－)
	Meeting Attendance
Career summary, status in the Company, and significant concurrent positions
April 1986	Joined the Company
April 2007	Division Manager of Corporate Planning Unit of the Company
April 2013	Division Manager of Corporate Administration Division of the Company
April 2022	Operating Officer of the Company (current position)

Reasons for nomination as a candidate for Audit & Supervisory Board Member

With extensive experience gained from working in corporate planning and administration divisions at the Company, the Company nominates him as a candidate for Audit & Supervisory Board Member, because he is expected to use his knowledge and experience to audit and supervise the Company's management.

(Note) 1. There are no special interests between the each candidate and the Company.

2. The Company has concluded the Directors and Officers liability insurance policy with an insurance company. Under this insurance policy, damages and litigation costs incurred by the insured due to a claim for damages caused by the insured's actions (including omissions) based on the position of an executive of the Company. If Mr. Masahiko Morita is reappointed, he will continue to be insured and the Company and its subsidiaries will continue to bear the obligation for paying the insurance premium. In addition, if Mr. Tomonori Kitami is appointed, he will be also insured. Furthermore, the Company plans to renew the insurance policy with the same coverage in case of the policy expires during term of office.

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(For Your Reference)

Composition of Audit & Supervisory Board

If Proposal 2 is approved as proposed, the composition of Audit & Supervisory Board will be as follows:

			Board of	Audit &
			Supervisory
			Directors
Name		Position in the Company	Board
	Meeting
			Meeting
			Attendance
			Attendance
Masahiko Morita	Male	Full-time Audit & Supervisory Board	100%	100%
(8/8)	(8/8)
		Member
Tomonori Kitami	Male	Full-time Audit & Supervisory Board	－%	－%
		Member	(－/－)	(－/－)
Hanae Nakaya	Female	Audit & Supervisory Board Member	100%	100%
(8/8)	(8/8)
	Outside	(Outside)
	Independent
Naofumi	Male	Audit & Supervisory Board Member	100%	100%
(8/8)	(8/8)
Nagakawa	Outside	(Outside)
	Independent

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(For Your Reference)

Independence criteria for Outside Director and Outside Audit & Supervisory Board Member

Outside Director and Outside Audit & Supervisory Board Member shall be considered independent from the Company if none of the following apply for the past 10 years, to the candidates or to the candidate's relatives up to second degree of kinship.

1. A major business client of the Company or a person executing the business. (Note1)
2. A consultant, an accounting expert, or a legal expert, etc. who receives a large amount of money, etc. in addition to the officers' remuneration from the Company (in case of the recipient of such rewards is a corporation, or other organizations such as unions, etc., the person who belongs to such organizations is applicable). (Note2)
3. A person executing the business of the Company or its subsidiaries.
4. A director of the Company's subsidiaries who does not execute the business of its subsidiaries (only the case that Outside Audit & Supervisory Board Member is appointed as an independent officer).
5. A major shareholder of the Company or a person executing the business of the major shareholder. (Note3)
6. A person who was once a Director or Audit & Supervisory Board Member of the Company or its subsidiaries at any point during the past 10 years prior to this nomination.

(Note) 1. Business client with annual transaction amount that exceeds 2% of the consolidated sales of the Company and its business counterparty in the most recent business year.

1. A large amount of money is defined as actual amounts exceeding 10 million yen per year.
2. A major shareholder means that a shareholder who holds more than 10% of the voting rights of the Company.

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