AXELL : Notice of the 28th Ordinary General Meeting of shareholders

These documents have been translated from Japanese originals for reference purposes only.

In the event of any discrepancy between these translated documents and the Japanese originals, the originals shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damage arising from the translations.

(Securities Code: 6730) June 2, 2023 (Date of commencement of measures for electronic provision : May 25, 2023)

To Shareholders with Voting Rights:

Akihiro Saito

President & Representative

Director

AXELL CORPORATION

14-1, Sotokanda 4-chome,

Chiyoda-ku, Tokyo, Japan

NOTICE OF

THE 28TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We hereby notify you that the 28th Ordinary General Meeting of Shareholders (the "Meeting") of AXELL CORPORATION ("the Company") will be held as follows.

When convening the Meeting, the Company has taken measures for electronic provision and has posted matters subject to measures for electronic provision as "Notice of the 28th Ordinary General Meeting of Shareholders" and "Other Matters Subject to Measures for Electronic Provision (Matters Excluded from Paper-based Documents Delivered to Shareholders)" on the following website.

[The Company website] https://www.axell.co.jp/en/ir/holder/#meeting

In addition to the above, the Company also has posted this information on the website of Tokyo Stock Exchange (TSE). To view the information, please access the following TSE website (Listed Company Search), enter the issue name (company name) or securities code, and click on "Search," and then click on "Basic information" and select "Documents for public inspection/PR information."

[TSE website] https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

Instead of attending the Meeting, you may exercise your voting rights via the Internet or in writing. Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights no later than 6:00 p.m. on Wednesday, June 21, 2023, Japan time.

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1. Date and Time: 10:00 a.m. on Thursday, June 22, 2023 (JST)

2. Venue:	Banquet room "Yukyu" on the second floor of Hotel Metropolitan Edmont
	located at 10-8, Iidabashi 3-chome,Chiyoda-ku, Tokyo, Japan

3. Meeting Agenda:

Matters to be reported: 1. Business Report, Consolidated Financial Statements for FY 2022 (from

April 1, 2022 to March 31, 2023) and results of audits of the Consolidated

Financial Statements by the Accounting Auditor and the Audit and

Supervisory Committee

2. Non-consolidated Financial Statements for FY 2022 (from April 1, 2022 to March 31, 2023)

Proposals to be resolved:

Proposal No. 1: Distribution of Surplus

Proposal No. 2: Election of Five Directors (Excluding Directors Serving as Audit and Supervisory Committee Members)

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• If there is no indication of approval or disapproval of a proposal on the Voting Rights Exercise Form, we will treat it as an indication of approval.
• If any amendments are made to matters subject to measures for electronic provision, such amendments will be posted on the respective websites where the matters are posted.

https://www.axell.co.jp/en/>

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Contents
Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Distribution of Surplus	6
Proposal No. 2: Election of Five Directors (Excluding Directors Serving as Audit and Supervisory Committee
	Members)	7
(Reference) Standards for Independence of Outside Directors	12
Skill Matrix of the Board of Directors	13
Business Report	14
1. Overview of the Group	14
(1)	Business in FY 2022	14
(2)	Trends in Assets and Income over Past Three Fiscal Years	16
(3)	Material Subsidiaries	16
(4)	Issues to be Addressed	17
(5)	Principal Business (as of March 31, 2023)	18
(6)	Principal Offices and Plants (as of March 31, 2023)	18
(7)	Employees (as of March 31, 2023)	18
(8)	Principal Lenders (as of March 31, 2023)	18
(9)	Other Material Information on Current Status of the Group	19
2. Status of Shares (as of March 31, 2023)	20
(1)	Total Number of Shares Authorized to be Issued	20
(2)	Total Number of Shares Issued	20
(3)	Number of Shareholders	20
(4)	Major Shareholders	20
(5)	Shares Issued to Officers of the Company as Compensation for Duties Performed in FY 2022	20
3. Information on the Company's Share Acquisition Rights, etc	21
(1)	Share Acquisition Rights, etc. Held by the Company's Officers as of March 31, 2023	21
(2)	Share Acquisition Rights Issued to Employees, etc. During FY 2022	21
4. Company Officers	22
(1)	Directors (as of March 31, 2023)	22
(2)	Outline of Liability Limitation Agreement	23
(3)	Outline of Directors and Officers Liability Insurance Agreement	23
(4)	Remuneration, etc. for Directors	23
(5)	Outside Officers	25
5. Accounting Auditor	27
(1)	Name	27
(2)	Amount of Fees, etc	27
(3)	Description of Non-auditing Business	27
(4)	Policy regarding Determination of Termination or Nonrenewal of Appointment of Accounting
	Auditor	27
(5)	Outline of Liability Limitation Agreement	27

6. Outline of Systems to Ensure Compliance with Laws, Regulations and the Articles of Incorporation in the Execution of Duties and Other Systems to Ensure the Properness of Operations and Operational Status of Said Systems

.....................................................................................................................................................................	28
(1)	Systems to Ensure that Directors and Employees of the Company Comply with Laws,
	Regulations and the Articles of Incorporation in the Execution of Their Duties	28
(2)	Systems concerning Storage and Management of Information on the Execution of Duties by
	Directors of the Company	28
(3)	Internal Regulations and Other Systems concerning Risks of Loss of the Company	28
(4)	Systems to Ensure the Efficient Execution of Duties by Directors of the Company	29
(5)	Systems to Ensure the Properness of Business Operations in the Corporate Group Consisting
	of the Company, its Parent Company and Subsidiaries	29

1. Matters concerning Directors and Employees to be Posted as Assistants to the Audit and Supervisory Committee of the Company for the Execution of Audit Duties, Matters concerning the Independence

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of Said Directors and Employees from Directors (excluding Directors serving as Audit and Supervisory
Committee members) and Matters concerning ensuring the Effectiveness of the Orders from the Audit
and Supervisory Committee to Said Directors and Employees	29
(7) Systems for Directors (Excluding Directors Serving as Audit and Supervisory Committee Members)
and Employees of the Company to Report to the Audit and Supervisory Committee	29
(8) Systems to Ensure that Whistleblowers pursuant to the Preceding Item Do Not Suffer from
Any Disadvantageous Treatment due to their Reports	30
(9) Matters concerning the Policies for the Treatment of Expenses or Obligations to be Incurred
for the Execution of Duties by Audit and Supervisory Committee Member(s)	30
(10) Other Systems to Ensure the Effectiveness of Auditing by the Audit and Supervisory Committee
of the Company	30
(11) Systems to Ensure the Reliability of Financial Reporting	30
Summary of Operation Status of Systems to Ensure the Properness of Business Operations	30
7. Policy for Determination of Distribution of Surplus, etc	32
8. Basic Policy regarding the Company's Control	32
Consolidated Balance Sheet	33
Consolidated Statement of Income	34
Consolidated Statement of Changes in Net Assets	35
Notes to Consolidated Financial Statements	36
Non-consolidated Balance Sheet	46
Non-consolidated Statement of Income	47
Non-consolidated Statement of Changes in Net Assets	48
Notes to Non-consolidated Financial Statements	49
Accounting Auditor's Report on Consolidated Financial Statements	54
Accounting Auditor's Report on Non-consolidated Financial Statements	56
Report of the Audit and Supervisory Committee	58

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