Asahi Diamond Industrial : NOTICE OF THE 104ND ANNUAL GENERAL MEETING OF SHAREHOLDERS（236 KB）

Note: This document has been translated from 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. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

(Stock Exchange Code 6140) June 7, 2023 (Date of commencement of electronic provision measures: May 31, 2023)

To Shareholders with Voting Rights:

Kazuki Kataoka

President and Representative Director

Asahi Diamond Industrial Co., Ltd.

4-1,Kioi-cho,Chiyoda-ku, Tokyo

NOTICE OF

THE 104th ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We would like to express our appreciation for your continued support and patronage.

We are pleased to inform you that the 104th Annual General Meeting of Shareholders of Asahi Diamond Industrial Co., Ltd. (the "Company") will be held for the purposes as described below.

In convening this general meeting of shareholders, the Company has taken measures for providing information in electronic format (the "electronic provision measures") and has posted matters subject to the electronic provision measures on the following Company website as the "NOTICE OF THE 104th ANNUAL GENERAL MEETING OF SHAREHOLDERS" and "Other matters of the 104th annual general meeting of shareholders subject to the electronic provision measures (matters excluded from paper-based documents delivered)."

The Company website: https://www.asahidia.co.jp/eng/ir/

In addition to the website shown above, the Company has posted this information on the website shown below.

The Tokyo Stock Exchange (TSE) website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

To view the information, please access the TSE website (Listed Company Search) above, enter the issue name (company name) or stock exchange code, and click on "Search," and then click on "Basic information" and select "Documents for public inspection/PR information."

Shareholders' meeting web portal (Sumitomo Mitsui Trust Bank, Limited) https://www.soukai-portal.net

Read the QR code on the enclosed Voting Rights Exercise Form, or enter the login ID and password.

If you are unable to attend the meeting, we encourage you to exercise your voting rights in advance in writing or via the Internet, etc. Please review the Reference Documents for the General Meeting of Shareholders contained in the matters subject to the electronic provision measures, and exercise your voting rights by 5:30 p.m. on Monday, June 26, 2023, Japan time.

- 1 -

1. Date and Time: Tuesday, June 27, 2023 at 10:00 a.m. Japan time (Reception desk opens at 9:00 a.m.)

2. Place:	Conference room Orizuru Rei, The Main Bldg. Arcade Floor, Hotel New Otani
	at 4-1,Kioi-cho,Chiyoda-ku, Tokyo, Japan

3. Meeting Agenda:

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

104th Fiscal Year (April 1, 2022 - March 31, 2023) 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 104th Fiscal Year (April 1, 2022 - March 31, 2023)

Proposals to be resolved:

Proposal 1: Appropriation of Surplus

Proposal 2: Election of Nine (9) Directors

Proposal 3: Election of One (1) Substitute Audit & Supervisory Board Member

• Pursuant to laws and regulations as well as Article 19 of the Articles of Incorporation of the Company, the documents mailed to shareholders who made a request for delivery of paper-based documents do not contain the Consolidated Statements of Changes in Net Assets and the Notes to the Consolidated Financial Statements related to the Consolidated Financial Statements, and the Non-consolidated Statements of Changes in Net Assets and the Notes to the Non-consolidated Financial Statements related to the Non- consolidated Financial Statements. Please note that the Consolidated Statements of Changes in Net Assets and the Notes to the Consolidated Financial Statements related to the Consolidated Financial Statements, and the Non-consolidated Statements of Changes in Net Assets and the Notes to the Non-consolidated Financial Statements related to the Non-consolidated Financial Statements have been audited by the Accounting Auditor and Audit & Supervisory Board Members as part of the Consolidated Financial Statements and the Non-consolidated Financial Statements when preparing the Independent Auditor's Report and the Audit Report, respectively.
• If any amendments are made to the matters subject to the electronic provision measures, such amendments will be posted on the respective websites where these matters are posted.
• Any significant changes to the operation of the General Meeting of Shareholders will be posted on the Company's website (https://www.asahidia.co.jp/eng/).
• The respective websites stated above may be temporarily inaccessible due to scheduled maintenance or other reasons. If you are unable to view the website, please access other websites or try again later.

- 2 -

Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal 1: Appropriation of Surplus

It is proposed that the surplus be appropriated as follows:

Matters concerning year-end dividends

The Company intends to achieve future business development and improve corporate value by aiming to increase capital efficiency while securing financial stability.

The Company pays dividends pursuant to its dividend policy with the focus on distributing profits according to consolidated performance and maintaining a stable dividend.

The Company proposes a year-end dividend of ¥15 per share pursuant to its dividend policy, comprehensively taking into account its performance, financial situation, and other factors for the fiscal year under review.

As a result, the annual dividends for the year, including the interim dividend of ¥11, will amount to ¥26 per share.

1. Type of dividend property Cash
2. Allocation of dividend property to shareholders and total amount thereof ¥15 per share of common stock of the Company
   Total amount of dividends: ¥808,141,815
3. Effective date of dividends from surplus

June 28, 2023

- 3 -

Proposal 2: Election of Nine (9) Directors

The term of office of a Director of the Company is stipulated to be one (1) year. The terms of office of all nine (9) Directors will expire at the conclusion of this Annual General Meeting of Shareholders.

In order to further strengthen corporate governance, the Company has newly nominated Ms. Eriko Kawajiri as a candidate for External Director, and proposes the election of nine (9) Directors (of whom three (3) are External Directors).

Meanwhile, the Company intends to further revitalize the Board of Directors by nominating more than one female candidates for Director.

The candidates for Director are as below.

The Company has nominated the candidates after consulting with the Nomination and Remuneration Advisory Committee and receiving a report from said Committee.

No.		Name	Current positions and
	(gender)	responsibilities
1	Reelection	Kazuki Kataoka	President and
(male)	Representative Director
			Representative
		Tomohiko Hara	Managing Director;
2	Reelection	Production Director and
(male)
		Mie Factory General
			Manager
3	Reelection	Ming-Shong Lan	Managing Director
Non-Japanese	(male)
		Toshimasa	Director;
4	Reelection	Marketing Division
Hagiwara	Director and East Japan
		(male)	Regional General
			Manager
		Hideo Abe	Director;
5	Reelection	Engineering Director
(male)	and Chiba Factory
			General Manager
		Junichi Matsuda	Director;
6	Reelection	Group Companies
(male)	Management Division
			Director
	Reelection	Osamu Koyama	Director
7	Candidate for External
Director	(male)	(External Director)
	Independent Director
	Reelection	Yuko Ichikawa	Director
8	Candidate for External
Director	(female)	(External Director)
	Independent Director
	New Election	Eriko Kawajiri
9	Candidate for External	―
Director	(female)
	Independent Director

Attendance at

Board of

Directors'

meetings

10/10

10/10

10/10

10/10

10/10

8/8

10/10

10/10

―

Attendance at

Nomination

and

Remuneration

Advisory

Committee

meetings

8/8

―

―

―

―

―

8/8

8/8

―

(Note)

The attendance applicable to Mr. Junichi Matsuda is different from that for other candidates because he was newly elected as Director at the 103rd Annual General Meeting of Shareholders held on June 24, 2022.

- 4 -

				Number of
No.	Name		Past experience, positions, responsibilities	shares of
	the
(Date of birth)		and significant concurrent positions
		Company
				held
	Kazuki Kataoka	April 1976	Joined the Company
	(March 5, 1952)	July 2005	General Manager, Engineering Department, Marketing Division
	Reelection	June 2008	Director; Marketing Division Deputy Director
	June 2011	Managing Director; Business Planning Division Director and
	No. of years served as		Marketing Division Deputy Director
	June 2013	Representative Executive Managing Director; Marketing Division
	Director: 15 years		Director
	Attendance at Board of	June 2015	President and Representative Director (present)	157,183
	July 2019	Nomination and Remuneration Advisory Committee Member
	Directors' meetings: 10/10
		(present)
	Attendance at Nomination	[Significant concurrent positions]
1	President, Industrial Diamond Association of Japan
and Remuneration
	Advisory Committee
	meetings:
	8/8
	[Reasons for nomination as	a candidate for Director]
	After joining the Company, Mr. Kazuki Kataoka was involved in marketing, management strategy, R&D, etc. He has a
	wealth of business knowledge, great experience, outstanding capabilities concerning the diamond tool business and a
	character suitable for a person serving as a Director of the Company.
	As the President and Representative Director since June 2015, Mr. Kataoka has been responsible for the Company's
	management and has been performing his duties appropriately. Thus, the Company judges that he satisfies the "Criteria
	for Appointing Directors" (see page 12) and is a suitable person to serve as a Director of the Company. We, therefore,
	have nominated him for reelection as a candidate for Director.
		April 1980	Joined the Company
		July 2010	General Manager, Manufacturing Department No. 2, Tamagawa
	Tomohiko Hara		Factory
	February 2013 International Department General Manager (temporarily
	(January 10, 1958)
		transferred to P.T. Asahi Diamond Industrial Indonesia)
	Reelection	June 2013	Executive Officer; President, P.T. Asahi Diamond Industrial
		Indonesia
	No. of years served as	July 2017	Executive Officer; International Division; Chief Officer for	31,998
		Regional Operations (ASEAN and Australia)
	Director: 4 years
		(President, P.T. Asahi Diamond Industrial Indonesia)
2	Attendance at Board of	June 2019	Director; Mie Factory General Manager
June 2021	Director; Production Director and Mie Factory General
Directors' meetings: 10/10
			Manager
		June 2022	Representative Managing Director; Production Director and
			Mie Factory General Manager (present)
	[Reasons for nomination as a candidate for Director]
	After joining the Company, Mr. Tomohiko Hara was involved in production and engineering, etc., and served as the
	President of an overseas subsidiary. He has a wealth of business knowledge, great experience, outstanding capabilities
	concerning the diamond tool business and a character suitable for a person serving as a Director of the Company.
	As a Representative Managing Director of the Company since June 2022, Mr. Hara has been performing his duties
	appropriately. Thus, the Company judges that he satisfies the "Criteria for Appointing Directors" (see page 12) and is a
	suitable person to serve as a Director of the Company. We, therefore, have nominated him for reelection as a candidate
	for Director.

- 5 -