Aida Engineering : Notice of the 88th Ordinary General Meeting of Shareholders

(TRANSLATION FOR REFERENCE PURPOSES ONLY)

Securities code: 6118 June 9, 2023

To Our Shareholders with Voting Rights

Toshihiko Suzuki

Representative Director and President

AIDA ENGINEERING, LTD.

2-10Ohyama-cho,Midori-ku, Sagamihara,

Kanagawa 252-5181, Japan

Notice of the 88th Ordinary General Meeting of Shareholders

Dear Shareholders:

We would like to take this opportunity to express our sincere appreciation for your support.

Please be informed that the 88th Ordinary General Meeting of Shareholders of AIDA ENGINEERING, LTD. (hereinafter, the "Company") to be held as described below.

In convening this General Meeting of Shareholders, the Company has taken measures for electronic provision of information contained in the Reference Documents for the General Meeting of Shareholders, etc. (matters subject to the measures for electronic provision). Please review the matters subject to the measures for electronic provision, which are posted on the following website on the Internet.

The Company's website: https://www.aida.co.jp/en/ir/event/index.html#anc03

In addition to the website above, matters subject to the measures for electronic provision are posted on the Tokyo Stock Exchange (TSE)'s website. Please access the TSE website (Listed Company Search) below, enter and search for "AIDA ENGINEERING" in the "Issue name (company name)" field or "6118," the securities code of the Company in the "Code" field, select "Basic information" and "Documents for public inspection/PR information," in that order to peruse the available information.

TSE's website (Listed Company Search) https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

In the event that you do not attend the meeting in person on the day, you can exercise your voting rights via the Internet or by postal mail. Please review the Reference Documents for the General Meeting of Shareholders provided in the matters subject to the measures for electronic provision, and exercise your voting rights by no later than 6:00 p.m., Monday, June 26, 2023.

1.	Date/Time:	10:30 a.m., Tuesday, June 27, 2023
2.	Place:	The conference room of the Company
		2-10Ohyama-cho,Midori-ku, Sagamihara, Kanagawa, Japan

3. Meeting Agenda:

Matters to be reported: 1. Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements for the 88th Fiscal Year (from April 1, 2022 to March 31, 2023)

2. Audit Reports of the Accounting Auditors and the Board of Statutory Auditors on the Consolidated Financial Statements for the 88th Fiscal Year (from April 1, 2022 to March 31, 2023)

Proposals to be resolved:

Proposal 1 Appropriation of Retained Earnings

Proposal 2 Election of Eight (8) Directors

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4. Other Matters Determined for Convocation of the General Meeting of Shareholders

1. In accordance with the provisions of laws and regulations and Article 16 of the Company's Articles of Incorporation, among the matters subject to the measures for electronic provision, the following items are excluded from the paper-based documents delivered to shareholders who have made a request for delivery of such documents. Accordingly, the paper-based documents delivered to shareholders who have made a request for delivery of such documents are part of the target documents audited by the Statutory Auditors and the Accounting Auditors in the preparation of their audit reports.
2. • "Matters Related to the Company's Stock Acquisition Rights" and "Corporate Systems and Policies" in the Business Report
   • "Consolidated Statements of Changes in Net Assets" and "Notes to Consolidated Financial Statements" in the Consolidated Financial Statements
   • "Non-ConsolidatedStatements of Changes in Net Assets" and "Notes to Non-Consolidated Financial Statements" in the Non-Consolidated Financial Statements
3. If you exercise your voting rights both via the Internet and by postal mail, we will only accept the exercise of your voting rights via the Internet as valid. If you exercise your voting rights more than once via the Internet, we will only accept the most recent exercise of your voting rights as valid.
4. If you make no indication whether you are voting for or against the proposals on the returned voting form, you shall be deemed to have voted FOR the proposals.
5. The exercise of voting rights by proxy is limited to exercise by delegating said rights to another shareholder with voting rights. If you do so, please note that you are requested to submit a document evidencing the authority of proxy (a power of attorney and your voting form to be used by the proxy to exercise your voting rights) in addition to the voting form of the shareholder to attend as proxy at the reception of the venue.
6. Notice of resolutions made by this General Meeting of Shareholders shall be posted on the Company's website. Thank you for your understanding.

• If attending the meeting on the day, please submit the enclosed voting form at the reception desk upon your arrival.
• If revisions to the matters subject to the 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 Company's website and TSE's website on the Internet, which are mentioned in the previous page.

(Information)

• Proceedings on the day will be in Japanese. Please note that we will not provide an interpreter.

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Reference Documents for the General Meeting of Shareholders

Proposals and references

Proposal 1-Appropriation of Retained Earnings

Our basic policy regarding shareholder return is to provide stable shareholder returns by aiming for a consolidated dividend payout ratio of 40% or higher while taking into consideration the need to ensure the stability of our management and financial foundations and our strategic investments for sustainable growth, which is consistent with our management policy of growing together with our stakeholders.

The Company will pay an ordinary dividend of ¥30 per share (the consolidated dividend payout ratio: 138.3%) to maintain stable dividend payment.

Matters relating to year-end dividends

1. Category of dividend assets Cash
2. Matters relating to the allocation of dividend assets and the total amount of such allocation ¥30 per share of the Company's common stock
   Total payment: ¥1,921,434,330
3. Date on which the dividend of retained earnings shall take effect

June 28, 2023

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Proposal 2-Election of Eight (8) Directors

The terms of office of all seven (7) Directors (of which, three (3) are Outside Directors) will expire at the conclusion of this General Meeting of Shareholders. Accordingly, in order to further strengthen corporate governance, the increase of one (1) female Outside Director and the election of eight (8) Directors are proposed.

If this Proposal is approved in its current form, the proportion of Independent Outside Directors in the Board of Directors will be 50%.

[Reference]

If this Proposal is approved in its current form, the composition of the Board of Directors will be as follows:

The candidates for Directors are listed below.

No.	Name	Gender	Current positions and duties at the	Candidate attribute
Company
1	Kimikazu Aida	Male	Representative Director and Chairman	Candidate for re-election
			Representative Director and President
			Chief Executive Officer (CEO)
2	Toshihiko Suzuki	Male	Division Manager, Production Headquarters	Candidate for re-election
			Division Manager, Research &
			Development Headquarters
			Director, Managing Executive Officer
3	Hiromitsu Ugawa	Male	Division Manager, General Administration	Candidate for re-election
			Headquarters
4	Yap Teck Meng	Male	Director, Operating Officer	Candidate for re-election
				Candidate for re-election
5	Hirofumi Gomi	Male	Director	Outside Director
				Independent Director
				Candidate for re-election
6	Mikio Mochizuki	Male	Director	Outside Director
				Independent Director
				Candidate for re-election
7	Isao Iguchi	Male	Director	Outside Director
				Independent Director
	Kiyoe Kado			New candidate
8	(Name on the family	Female		Outside Director
	register: Kiyoe Takeda)			Independent Director

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	Name		Brief personal history, position, duties and	Number of the
No.		Company's
(Date of birth)		concurrent holding of important positions
		shares held
		December	1976	Joined AIDA ENGINEERING, LTD.
		June	1982	Director
		September 1989	Representative Director (current position)
	Kimikazu Aida	April	1992	President
	(December 13, 1951)	April	2001	Chief Executive Officer (CEO)
		October	2011	Division Manager, Research & Development
	[Candidate for re-election]			Headquarters
		June	2018	Chairman (current position)
1		Chairman, AIDA AMERICA CORP.	1,447,879
	Kimikazu Aida has led the Company's global strategies and development of new products
	for 33 years since he assumed office of Representative Director in 1989, and has been
	contributing to the Company's business expansion and development up to the present time.
	He has abundant experience, broad knowledge, and leadership as a manager, and he has
	assumed responsibility for the management of the Group as Representative Director and
	Chairman with the beginning of the new medium-term management plan from April 2023.
	Based on the above, we judge that he is the right person for realization of sustainable
	improvement of corporate value, and request his re-election as Director.

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