Takashima : Notice of the 136th 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: 8007 Date of sending by postal mail: June 4, 2024 Start date of measures for electronic provision: May 31, 2024

To our shareholders:

Koichi Takashima, President and Representative Director

Takashima & Co., Ltd.

2-2 Kandasurugadai, Chiyoda-ku, Tokyo

Notice of the 136th Annual General Meeting of Shareholders

We cordially inform you that the 136th Annual General Meeting of Shareholders of Takashima & Co., Ltd. (the "Company") will be held as set forth below.

When convening the 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 the measures for providing information in electronic format are to be taken) in electronic format, and posts this information on the following respective websites. Please access any of the websites by using the Internet address shown below to review the information.

The Company's website: https://www.tak.co.jp/ja/index.html (in Japanese)

(From the above website, select "Investor Relations," "Stock Information," and then "General Meeting of Shareholders.")

Website for posting materials for the General Meeting of Shareholders https://d.sokai.jp/8007/teiji/ (in Japanese)

If you are unable to attend the meeting in person, you can exercise your voting rights via either of the following methods. Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights.

[Exercise of voting rights via the Internet]

Please indicate your vote for or against the proposal on the website for exercising voting rights designated by the Company (https://www.web54.net) (in Japanese), and exercise your voting rights by 5:00 p.m. on Monday,

June 24, 2024.

[Exercise of voting rights in writing (by post)]

Please indicate your vote for or against the proposal on the voting form and return it so that it arrives no later

than 5:00 p.m. on Monday, June 24, 2024.

- - 1 - -

1. Date and Time: Tuesday, June 25, 2024, at 10:00 a.m. (JST) (Reception will open at 9:30 a.m.)
2. Venue: Room "Tenku B" at 2F, Tokyo Garden Palace 1-7-5, Yushima, Bunkyo-ku, Tokyo
3. Agenda
   Items to be reported:
4. 1. Reports on the Business Report and Consolidated Financial Statements for the 136th Fiscal Term (April 1, 2023 to March 31, 2024), and results of audits by the Financial Auditor and the Audit and Supervisory Committee of the Consolidated Financial Statements
   2. Reports on the Non-consolidated Financial Statements for the 136th Fiscal Term (April 1, 2023 to March 31, 2024)

Item to be resolved:

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

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

Proposal No. 3: Revision of Restricted Share-Based Remuneration Plan for Directors (Excluding Directors Who Are Audit and Supervisory Committee Members and Outside Directors)

Proposal No. 4: Revision of Amount of Remuneration for Directors Who Are Audit and Supervisory Committee Members

Proposal No. 5: Determination of Remuneration for Directors Who Are Audit and Supervisory

Committee Members to Grant Restricted Shares Thereto

4. Items Relating to the Convocation

• If you exercise your voting rights more than once via the Internet, etc., the last vote will be treated as a valid vote.
• If you exercise your voting rights more than once via the Internet, etc. and in writing (by mail), the vote exercised via the Internet, etc. will be treated as the valid vote, regardless of the arrival date and time.
• If you exercise your voting rights in writing (by mail) and do not indicate your vote for or against the proposal on the voting form, it will be treated as if you indicated your approval.
• Please also refer to the "Instructions for the Exercise of Voting Rights" described below (in Japanese only).

• If attending the meeting in person, please present the voting form at the reception desk.
• If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items before and after the revisions will be posted on the Company's aforementioned website and the website for posting materials for the general meeting of shareholders.

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Reference Documents for the General Meeting of Shareholders

Proposal and Reference Information

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

The terms of office of four Directors (excluding Directors who are Audit and Supervisory Committee Members; hereinafter, the same applies in this proposal) will expire at the conclusion of this Annual General Meeting of Shareholders. Accordingly, the Company proposes the election of four Directors. Furthermore, with regard to this proposal, the Company has obtained an opinion from the Audit and Supervisory Committee to the effect that all candidates for Director are qualified.

The candidates for Director are as follows:

Candidate No. 1	Koichi Takashima
Reelection
	(Date of birth: August 8, 1952)
	[Career summary, and position and responsibility in the Company]
	Feb. 1978	Joined Procter & Gamble Japan
	July 2000	External Relations Director of Procter & Gamble Far East Inc.
	June 2002	Joined the Company
	June 2002	Vice President and Director
Number of the	June 2003	Vice President and Representative Director
June 2004	President and Representative Director
Company's shares owned	Apr. 2016	President and Representative Director, and Division Chief of Industrial
252,921		Solutions Division
Number of years in office	June 2016	President and Representative Director, Chief Executive Officer, and Division
	Chief of Industrial Solutions Division
22	Apr. 2018	President and Representative Director, and Chief Executive Officer (current
Attendance at Board of		position)
Directors meetings
Reasons for nomination as candidate for Director
14/14
Koichi Takashima joined the Company in 2002 after gaining operational experience in
	international and domestic marketing, sales departments, and other areas. As such, Mr.
	Takashima possesses abundant experience in management positions. Since 2004, he has
	proactively engaged in activities in his position supervising Group management as President and
	Representative Director of the Company, and thus has contributed to enhancing the corporate
	value of the Company. Based on these achievements, the Company has judged that he can be
	expected to continue to utilize his experience and other qualities in the execution of business
	operations and the supervision of management as a Director of the Company.

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Candidate No. 2	Toshio Goto
	(Date of birth: December 12, 1959)

Reelection

Number of the Company's shares owned

101,849

Number of years in office 12

Attendance at Board of Directors meetings

14/14

[Career summary, and position and responsibility in the Company]

Apr. 1983	Joined the Company
Oct. 1997	Manager Attached to Strategic Planning & Management Office of the Company;
	President of iTak (International) Limited
Apr. 2003	General Manager of Electronic Devices of the Company;
	President of iTak (International) Limited
Apr. 2009	President of iTak (International) Limited
June 2012	Director of the Company;
	President of iTak (International) Limited
June 2016	Director and Group Executive Officer of the Company;
	President of iTak (International) Limited
Apr. 2018	Director and Group Managing Executive Officer of the Company;
	President of iTak (International) Limited
Apr. 2020	Director, Group Managing Executive Officer, and Division Chief of Device
	Solutions Division of the Company;
	President of iTak (International) Limited
Apr. 2021	Director, Managing Executive Officer, and Division Chief of Electronic Devices
	Division of the Company;
	President of iTak (International) Limited
Apr. 2023	Director, Senior Managing Executive Officer, and Division Chief of Electronic
	Devices Division of the Company;
	President of iTak (International) Limited (current position)
Apr. 2024	Director, Senior Managing Executive Officer, and Division Chief of Electronic
	Devices Division of the Company;
	President of iTak (International) Limited;
	Director of TAKASHIMA INDUSTRIES CO., LTD. (current position)

Reasons for nomination as candidate for Director

Toshio Goto possesses abundant experience in management positions, having gained operational experience in international sales departments. Since 2012, Mr. Goto has promoted international business development, etc., in his position supervising the electronic devices business as a Director of the Company, and thus has contributed to enhancing the corporate value of the Company. Based on these achievements, the Company has judged that he can be expected to continue to utilize his experience and other qualities in the execution of business operations and the supervision of management as a Director of the Company.

- - 4 - -

Candidate No. 3	Akira Yamamoto
	(Date of birth: February 9, 1963)

Reelection

Number of the Company's shares owned

29,445

Number of years in office 6

Attendance at Board of Directors meetings

14/14

[Career summary, and position and responsibility in the Company]

Apr. 1987	Joined Osaka Totsu Co., Ltd. (currently Kansai Totsu Co., Ltd.)
Oct. 1991	Joined Marubeni Synthetic Resin Products Co., Ltd. (currently Marubeni Plax
	Corporation)
Feb. 2010	Joined the Company
	Special Sales Promotion Osaka Business Unit Manager of Construction Supply
	Division
Apr. 2011	Manager of Chugoku Office, Construction Supply Division
Apr. 2013	Deputy General Manager of West Japan Business Development Department,
	Construction Supply Division
Apr. 2014	General Manager of East Japan Business Development Department,
	Construction Supply Division
June 2016	Audit & Supervisory Board Member of TOHKEN inc. (current position)
Apr. 2017	Executive Officer and General Manager of East Japan Business Development
	Department, Construction Supply Solutions Division of the Company
Apr. 2018	Executive Officer, Deputy Division Chief of Construction Supply Solutions
	Division, and General Manager of East Japan Business Development
	Department
June 2018	Director, Executive Officer, Deputy Division Chief of Construction Supply
	Solutions Division, and General Manager of East Japan Business Development
	Department
Apr. 2020	Director, Executive Officer, and Division Chief of Construction Supply
	Solutions Division
Apr. 2021	Director, Managing Executive Officer, and Division Chief of Construction
	Supply Division
Apr. 2024	Director, Senior Managing Executive Officer, and Division Chief of
	Construction Supply Division (current position)

Reasons for nomination as candidate for Director

Akira Yamamoto possesses abundant experience in management positions, having gained operational experience in sales departments. Since 2017, Mr. Yamamoto has proactively engaged in activities in his position supervising the most important areas of the construction supply business as Executive Officer of the Company, and has contributed to enhancing the corporate value of the Company in his position continuing to supervise the most important areas of the construction supply business as a Director of the Company since 2018, and in his position supervising the construction supply business as a whole since April 2020. Based on these achievements, the Company has judged that he can be expected to continue to utilize his experience and other qualities in the execution of business operations and the supervision of management as a Director of the Company.

- - 5 - -

Candidate No. 4	Takahiro Suzuki
	(Date of birth: October 20, 1968)

Reelection

	[Career summary, and position and responsibility in the Company]
	Apr. 1991	Joined The Dai-Ichi Kangyo Bank, Limited (currently Mizuho Bank, Ltd.)
	Apr. 2002	Investigator of Business Promotion Department of Mizuho Corporate Bank, Ltd.
		(currently Mizuho Bank, Ltd.)
	Apr. 2007	Executive Consultant of KFi Co., Ltd. (currently Tokyo International Consulting
		K.K.)
	June 2014	Managing Director of ltcb inc.
	Dec. 2015	Joined the Company
		Deputy General Manager of Internal Auditing Department
	Jan. 2016	General Manager of Internal Auditing Department
	Apr. 2017	Executive Officer and General Manager of Internal Auditing Department
	Apr. 2018	Executive Officer, Division Chief of Business Management Division, and
Number of the		General Manager of Internal Auditing Department
June 2018	Director, Executive Officer, Division Chief of Business Management Division,
Company's shares owned		and General Manager of Internal Auditing Department
29,837	Mar. 2019	Director, Executive Officer, and Division Chief of Business Management
Number of years in office		Division;
	Director of iTak (International) Limited
6	Sept. 2019	Director, Executive Officer, Division Chief of Business Management Division,
Attendance at Board of
	and General Manager of General Affairs & Human Resources Department of the
Directors meetings
	Company;
14/14
	Director of iTak (International) Limited
	Apr. 2021	Director, Managing Executive Officer, and Division Chief of Business
		Management Division of the Company;
		Director of iTak (International) Limited
	Mar. 2022	Director, Managing Executive Officer, and Division Chief of Business
		Management Division of the Company (current position)
	Reasons for nomination as candidate for Director
	Takahiro Suzuki possesses abundant experience in management positions, having gained
	operational experience in sales departments in finance, consulting, and other industries. Since
	2017, Mr. Suzuki has proactively engaged in activities in his position supervising internal auditing
	departments as Executive Officer of the Company, and has contributed to enhancing the corporate
	value of the Company in his position supervising business management departments as a Director
	of the Company since 2018. Based on these achievements, the Company has judged that he can be
	expected to continue to utilize his experience and other qualities in the execution of business
	operations and the supervision of management as a Director of the Company.

Notes: 1. There is no special interest between any of the candidates and the Company.

1. The Company has entered into a directors and officers liability insurance policy with an insurance company pursuant to Article 430-3, paragraph (1) of the Companies Act, whereby the Company's Directors are the insureds. The insurance covers damages that could arise under situations where an insured bears liability in regard to performance of duties or where an insured becomes subject to a claim seeking to hold them liable in that regard. All candidates for Director are to be the insureds under the directors and officers liability insurance policy should they be elected. In addition, when the policy is renewed next time, the Company plans to renew the policy with the same details.
2. The number of the Company's shares owned by each candidate includes the number of shares they own through the Takashima Officer Shareholding Association.

- - 6 - -

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

The terms of office of all four Directors who are Audit and Supervisory Committee Members will expire at the conclusion of this Annual General Meeting of Shareholders. Accordingly, in order to improve the effectiveness of the job duties of the Audit and Supervisory Board Members as these have been increasing, the Company proposes to increase the number of Audit and Supervisory Committee Members by one and to elect five Directors who are Audit and Supervisory Committee Members. Furthermore, with regard to this proposal, the Company has obtained consent from the Audit and Supervisory Committee.

The candidates to be Directors who are Audit and Supervisory Committee Members are as follows:

Candidate No. 1	Akifumi Ujita		Reelection
		Outside
	(Date of birth: August 5, 1957)	Independent
	[Career summary, and position and responsibility in the Company]
	Apr. 1980	Joined The Dai-Ichi Kangyo Bank, Limited (currently Mizuho Bank, Ltd.)
	Jan. 1999	Deputy General Manager of New York Branch
	Apr. 2002	General Manager of Americas Department No. 1 of Mizuho Corporate Bank,
		Ltd. (currently Mizuho Bank, Ltd.)
Number of the	May 2009	Joined SAKATA SEED CORPORATION
June 2009	Executive Officer and General Manager of Accounting Dept.
Company's shares owned
Aug. 2011	Director, Executive Officer and Senior General Manager of General
2,427
	Administration Div.
Number of years in office	June 2017	Director, Senior Executive Officer and Senior General Manager of General
	Administration Div.
2
June 2021	Director, Managing Executive Officer in charge of General Administration
Attendance at Board of
Directors meetings		Div.
14/14	Aug. 2021	Retired as Director, Managing Executive Officer in charge of General
Attendance at Audit and		Administration Div.
Aug. 2021	Corporate Governance Advisor (Advisor)
Supervisory Committee
June 2022	Outside Director (Full-time Audit and Supervisory Committee Member) of the
meetings
14/14		Company (current position)
	Overview of the Reasons for Nomination of Candidate for Director who are Audit and
	Supervisory Committee Member and Expected Roles
	Akifumi Ujita possesses operational experience spanning 29 years at financial institutions and
	ten years of executive experience at a commercial company. Based on these achievements, the
	Company has judged that he can be expected to continue to utilize his experience and other
	qualities in the auditing etc. of management as a Director who is an Audit and Supervisory
	Committee Member of the Company.

- - 7 - -

Candidate No. 2	Yuji Momosaki		Reelection
		Outside
	(Date of birth: December 18, 1950)	Independent
	[Career summary, and position and responsibility in the Company]
	Oct. 1978	Joined Nishikata Audit Corporation (currently Deloitte Touche Tohmatsu
		LLC)
	July 1991	Partner of Deloitte Touche Tohmatsu LLC
	July 1998	Representative Partner
	Feb. 2004	Member of Management Committee of Tokyo Office
Number of the	Mar. 2008	General Manager of Operations Management Division and Management
	Meeting Observer
Company's shares owned
Jan. 2012	Chief Information Officer, Tohmatsu Group (audit company, tax accountants,
0
	consulting subsidiaries, and FA subsidiaries)
Number of years in office	Jan. 2015	Established Momosaki CPA Office, Representative (current position)
June 2015	Outside Audit & Supervisory Board Member of OBAYASHI ROAD
8
	CORPORATION
Attendance at Board of
	Outside Audit & Supervisory Board Member of OSJB Holdings Corporation
Directors meetings
13/14	June 2016	Outside Director of Benefit One Inc.
Attendance at Audit and	Outside Director (Audit and Supervisory Committee Member) of the
	Company (current position)
Supervisory Committee	Sept. 2021
Outside Director (Audit and Supervisory Committee Member),
meetings
14/14		ProjectHoldings, Inc. (current position)
	Overview of the Reasons for Nomination of Candidate for Director who are Audit and
	Supervisory Committee Member and Expected Roles
	Yuji Momosaki possesses expert knowledge and abundant experience as a certified public
	accountant. Although Mr. Momosaki has no past experience of involvement in corporate
	management other than as an outside Director or outside Audit and Supervisory Board Member,
	based on these achievements, the Company has judged that he can be expected to continue to
	utilize his experience and other qualities in the auditing etc. of management as a Director who is
	an Audit and Supervisory Committee Member of the Company.
Candidate No. 3	Ren Shino		Reelection
		Outside
	(Date of birth: February 26, 1957)
	Independent
	[Career summary, and position and responsibility in the Company]
	Oct. 1986	Passed the national bar examination
Number of the	Apr. 1989	Registered as attorney (Dai-Ichi Tokyo Bar Association)
Jan. 1990	Participated in establishment of KOHWA SOHGOH LAW OFFICES
Company's shares owned		Partner Attorney of KOHWA SOHGOH LAW OFFICES (current position)
0	June 2016	Outside Director (Audit/Supervisory Committee Member) of SINANEN
Number of years in office		HOLDINGS CO., LTD. (current position)
June 2018	Outside Director (Audit and Supervisory Committee Member) of the
6		Company (current position)
Attendance at Board of	June 2019	Outside Audit & Supervisory Board Member of MAEDA CORPORATION
Directors meetings
Overview of the Reasons for Nomination of Candidate for Director who are Audit and
14/14
Supervisory Committee Member and Expected Roles
Attendance at Audit and
Ren Shino possesses abundant experience and wide-ranging insight as an attorney well versed in
Supervisory Committee
the field of corporate law. The Company has assessed her as being a person capable of
meetings
contributing to the enhancement of the management governance of the Company from the
14/14
perspective of legal affairs. Although Ms. Shino has no past experience of involvement in
	corporate management other than as an outside Director or outside Audit and Supervisory Board
	member, based on these points, the Company has judged that she can be expected to continue to
	utilize her experience and other qualities in the auditing etc. of management as a Director who is
	an Audit and Supervisory Committee Member of the Company.

- - 8 - -

Candidate No. 4	Yasushi Aoki			Reelection
			Outside
	(Date of birth: April 16, 1955)	Independent
	[Career summary, and position and responsibility in the Company]
	Apr. 1979	Joined Kao Sekken Co., Ltd. (currently Kao Corporation)
	Feb. 2000	General Manager of Organization & Planning Group Department, Personnel
Number of the		Division
Mar. 2004	Supervising Personnel Development Division
Company's shares owned
June 2006	Executive Officer
8,000
Mar. 2011	Director, Managing Executive Officer, and Supervising Personnel and General
Number of years in office		Affairs Division of Kanebo Cosmetics Inc.
Mar. 2014	Supervising Human Resources Development Division of Kao Corporation
4
	Representative Director and Chair of Board of Directors of Kanebo Cosmetics
Attendance at Board of
	Inc.
Directors meetings
Mar. 2015	Managing Executive Officer of Kao Corporation
14/14
Attendance at Audit and	June 2020	Outside Director (Audit and Supervisory Committee Member) of the
	Company (current position)
Supervisory Committee
meetings	Overview of the Reasons for Nomination of Candidate for Director who are Audit and
14/14	Supervisory Committee Member and Expected Roles
	Yasushi Aoki possesses abundant experience in management positions, having gained
	operational experience in personnel, general affairs, and planning departments and other areas.
	Based on these achievements, the Company has judged that he can be expected to continue to
	utilize his experience and other qualities in the auditing etc. of management as a Director who is
	an Audit and Supervisory Committee Member of the Company.
Candidate No. 5	Shuichi Sakamoto
	New election
	(Date of birth: October 13, 1957)					Outside
	[Career summary, and position and responsibility in the Company]
	Apr. 1981	Joined Asahi Chemical Industry Co., Ltd. (currently Asahi Kasei Corp.)
	Dec. 2003	General Manager of Acrylonitrile Global Marketing, Acrylonitrile Division of
		Asahi Kasei Chemicals Corp.
	Apr. 2011	Executive Officer, General Manager of Performance Plastics Division
	Apr. 2014	Director, Senior Executive Officer, General Manager, Acrylonitrile Division
	Nov. 2014	Lead Executive Officer, General Manager, Corporate Strategy of Asahi Kasei
		Corp.
	Apr. 2016	Senior Executive Officer (for Strategy, Accounting & Finance, IT, IR), CFO
Number of the	June 2016	Director, Senior Executive Officer (responsible for Strategy, Accounting &
Company's shares owned		Finance, IT, IR), CFO
0	Apr. 2019	Director, Primary Executive Officer (for Health Care)
	Apr. 2023	Director
	June 2023	Advisor (current position)
	Overview of the Reasons for Nomination of Candidate for Director who are Audit and
	Supervisory Committee Member and Expected Roles
	Shuichi Sakamoto possesses abundant experience in management positions, having gained
	business experience in the petrochemistry and health care sectors, and also operational experience
	in the management planning, accounting and finance, and IT departments and other areas. Based
	on these achievements, the Company has judged that he can be expected to utilize his experience
	and other qualities in the auditing etc. of management as a Director who is an Audit and
	Supervisory Committee Members of the Company.
Notes: 1. There is no special interest between any of the candidates and the Company.

2. The Company has entered into a contact with each of Akifumi Ujita, Yuji Momosaki, Ren Shino, and Yasushi Aoki for limitation of liability for damages to be incurred by the Company pursuant to Article 423, paragraph (1) of the Companies Act, in accordance with the provisions of Article 427, paragraph (1) of the Companies Act. The liability for damages under the contract is the minimum liability amount as set out in laws and regulations. The contract will be renewed if their proposed reelections are approved. In addition, if the election of Shuichi Sakamoto is approved, the Company is expected to enter into a contract of the same content with him for limitation of liability for damages to be incurred by the Company.

- - 9 - -

1. The Company has filed notification with the Tokyo Stock Exchange that Akifumi Ujita, Yuji Momosaki, Ren Shino, and Yasushi Aoki are designated as independent directors under the rules of the Tokyo Stock Exchange. If their reelections are approved, they will remain independent directors.
2. The Company has entered into a directors and officers liability insurance policy with an insurance company pursuant to Article 430-3, paragraph (1) of the Companies Act, whereby the Company's Directors are the insureds. The insurance covers damages that could arise under situations where an insured bears liability in regard to performance of duties or where an insured becomes subject to a claim seeking to hold them liable in that regard. All candidates for Director are to be the insureds under the directors and officers liability insurance policy should they be elected. In addition, when the policy is renewed next time, the Company plans to renew the policy with the same details.
3. The number of the Company's shares owned by each candidate includes the number of shares they own through the Takashima Officer Shareholding Association.
4. Special Notes regarding candidates for Directors who Are Audit and Supervisory Committee Members are as follows. Regarding independence of candidates
   In the past, Akifumi Ujita has experience of being someone who executed business for Mizuho Bank, Ltd., a specified associated service provider (major business partner) of the Company, but he retired from the said bank in March 2010.
   In the past 10 years, Shuichi Sakamoto has experience of being someone who executed business for Asahi Kasei Corporation, a specified associated service provider (major business partner) of the Company.

- - 10 - -