Daihatsu Diesel Mfg : Notice of Convocation of the 63th Annual General Shareholders’ Meeting

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. 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 6023)

June 8, 2023

To Shareholders with Voting Rights:

Yoshinobu Hotta

President

Daihatsu Diesel Mfg. Co., Ltd.

1-30 Oyodo Naka 1-chome,Kita-ku, Osaka

NOTICE OF THE 63rd 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 63rd Annual General Meeting of Shareholders of Daihatsu Diesel Mfg. Co., Ltd. (the "Company") will be held for the purposes as described below.

In convocation of this General Meeting of Shareholders, the Company has taken measures for electronic provision. The matters subject to measures for electronic provision are posted on the following website on the internet.

[The Company's website] https://www.dhtd.co.jp/en/

Moreover, the information is also published on the Tokyo Stock Exchange (TSE) website. Please access TSE's website (Listed Company Search) and search for the information by entering the issue name (Daihatsu Diesel) or stock exchange code (6023) of the Company. Please select Basic information and Documents for public inspection/PR information to confirm the details.

[TSE website (Listed Company Search)]

https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

In lieu of attending the meeting in person, you can exercise your voting rights through the internet or in writing. Please review the Reference Documents for the General Meeting of Shareholders provided in the matters subject to measures for electronic provision, indicate your vote for or against the proposal on the enclosed Voting Rights Exercise Form and return it so that it is received by 5:30 p.m. Japan time on Wednesday, June 28, 2023.

1. Date and Time: Thursday, June 29, 2023 at 10:00 a.m. Japan time

2. Place:	Conference room, 22F, Umeda Sky Building Tower West
	1-30 Oyodo Naka 1-chome,Kita-ku, Osaka

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3. Meeting Agenda:

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

63rd Fiscal Year (April 1, 2022 - March 31, 2023) and results of audits by the Accounting Auditor and the Board of Statutory Auditors of the Consolidated Financial Statements

2. Non-consolidated Financial Statements for the Company's 63rd Fiscal Year (April 1, 2022 - March 31, 2023)

Proposals to be resolved:

Proposal 1: Distribution of Surplus

Proposal 2: Partial Amendments to the Articles of Incorporation

Proposal 3: Election of Ten (10) Directors

Proposal 4: Election of One (1) Statutory Auditor

4. Matters Decided in Connection with this Convocation:

• 1. The paper copy sent to shareholders who have requested it does not contain the following matters according to relevant laws and regulations and the provisions of Article 14 of the Company's Articles of Incorporation. Therefore, the said paper copy is a part of the documents audited by Statutory Auditors and Accounting Auditor for the creation of audit reports.
  2. 1. Notes to Consolidated Financial Statements
     2. Notes to Non-consolidated Financial Statements
  3. When a Voting Rights Exercise Form does not have indication of vote for or against the proposal
     A Voting Rights Exercise Form with no indication of vote for or against the proposal shall be deemed as voting for the proposal.
  4. When voting rights are exercised both in writing or through the internet
     If voting rights are exercised both in writing and through the internet, the voting rights exercised through the internet shall be treated as the valid vote.
  5. When voting rights are exercised through the internet more than once
     If voting rights are exercised through the internet multiple times, the last vote shall be deemed valid.
• When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
• Should the matters subject to measures for electronic provision require revisions, the revised versions will be posted on each of the websites on which they are posted.
• The system for electronic provision of materials for general meetings of shareholders* was introduced according to the amendments to the Companies Act," which were enforced on September 1, 2022. In the system, in principle, shareholders access relevant websites and review the materials for general meetings of shareholders through the internet. Paper copies of these materials are sent as an exception only to shareholders requesting paper copies of the said materials by the record date for voting rights in the prescribed method.

*Refer to Reference Documents for the General Meeting of Shareholders, Business Report, Audit Reports, Non-consolidated Financial Statements, and

Consolidated Financial Statements

• Despite the above law amendments, paper copies of the materials for this Annual General Meeting of Shareholders were sent to all shareholders as in the past.

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal 1: Distribution of Surplus

The Company plans to distribute surplus for this year as follows, taking into consideration factors such as business performance for the year and the business environment while also paying attention to its internal reserves.

1. Matters Related to the Year-end Dividend

1. Matters related to the allocation of dividend property to shareholders and its total amount: 28 yen per common share

Total of 883,953,420 yen

1. Date the distribution of surplus comes into effect: June 30, 2023

2. Matters Related to the Distribution of Surplus

(1) Surplus item increased and amount

General reserve	1,800,000,000 yen
(2) Surplus item decreased and amount
Retained earnings brought forward	1,800,000,000 yen

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Proposal 2: Partial Amendments to the Articles of Incorporation

1. Reasons for amendments

In order to align the purpose of the Company in the Articles of Incorporation of the Company to the actual situation, Article 2 (Corporate Purpose) of the Articles of Incorporation of the Company shall be partially amended as follows.

2. Details of amendments

Details of the amendments are as follows.

					(Amended parts are underlined.)
		Current Articles of Incorporation			Proposed Amendments
		Chapter 1 General Provisions			Chapter 1 General Provisions
(Corporate Purpose)	(Corporate Purpose)
Article 2	The purpose of the Company shall be to	Article 2	The purpose of the Company shall be to
engage in the following businesses;	engage in the following businesses;
(1)	Manufacturing, repairs, and sales of various	(1)	Manufacturing, repairs, and sales of various
	internal combustion engines such as diesel		internal combustion engines such as diesel
	engines, equipment for vehicles, and other		engines, equipment for vehicles, and other
	machineries;		machineries;
(2)	Installation, electrical work, and construction	(2)	Installation, electrical work, and construction
	work service for various internal combustion		work service for various internal combustion
	engines such as diesel engines and other		engines such as diesel engines and other
	machineries;		machineries;
(3)	Manufacturing and sales of automotive parts and	(3) Manufacturing and sales of automotive parts and
	accessories;		accessories;
(4)	Manufacturing and sales of aluminum and
	aluminum alloy die-casting;
(5)	Manufacturing and sales of molds and mold
	components and accessories for metal products
	and non-metal products;
(6)	Manufacturing and sales of electrical	(4)	Manufacturing and sales of electrical
	components of internal combustion engines;		components of internal combustion engines;
(7)	Manufacturing and sales of door closers,
	automatic opening and closing devices for
	construction work use and vessels such as
	automatic doors, and various metal fixtures;

1. Freight forwarding business by air, sea, and (5)Freight forwarding business by air, sea, and

	land;		land;
(9)	Business of coating, packing, and packaging of	(6)	Business of coating, packing, and packaging of
	goods and contract work for the business;		goods and contract work for the business;
(10)	Information processing service business;	(7)	Information processing service business;
(11)	Non-life insurance agent business;
(12)	Rental office business and parking lot business;	(8)	Rental office business and parking lot business;
(13)	Power generation and sales related business; and	(9)	Power generation and sales related business; and
(14)	Any and all businesses incidental or related to	(10)	Any and all businesses incidental or related to
	any of the business specified under the		any of the business specified under the
	foregoing items.		foregoing items.

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Proposal 3: Election of Ten (10) Directors

The terms of office of all of the current Directors (7) will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes the election of ten (10) Directors, increasing the number of Directors by three (3) to strengthen the management system and enhance the corporate governance system.

The candidates for Director are as follows:

Candidate				Attendance at
	Name	Current position and responsibility in the Company	meetings of the
No.
			Board of Directors
1	Reelection	Shigeki Kinoshita	Representative Director	93%
Chairman	(13/14)
2	Reelection	Yoshinobu Hotta	Representative Director	100%
President	(14/14)
3	New appointment	Kunihiro Morimoto	Statutory Auditor	93%
(13/14)
4	Reelection	Takashi Mizushina	Director	100%
General Manager, Tokyo Office	(14/14)
5	Reelection	Toshiki Sanaga	Director	100%
(14/14)
6	New appointment	Yoichi Hayata	Managing Executive Officer	-
General Manager, Technology Management Division
			Managing Executive Officer
7	New appointment	Hideki Asada	Head of Moriyama Office, in charge of Quality Assurance	-
			Office
	Reelection			100%
8	Outside Director	Tamon Tsuda	Director
(14/14)
	Independent
	New appointment
9	Outside Director	Chiho Takeda	-	-
	Independent
	New appointment
10	Outside Director	Hiroaki Sato	-	-
	Independent

Reelection: Candidate for Director to be reelected

New appointment: Candidate for Director to be newly elected

Outside Director: Candidate for Outside Director

Independent: Independent Director filed with the Tokyo Stock Exchange

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