Ferrotec : Notice of 2023 Annual General Meeting picture_as

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.

Stock Code: 6890 June 12, 2023 (Start date of measures for electronic provision: June 7, 2023)

To our shareholders:

XianHan He

Representative Director and President

Ferrotec Holdings Corporation

2-3-4, Nihonbashi, Chuo-ku, Tokyo

Notice of the 43rd Annual General Meeting of Shareholders

We are pleased to announce the 43rd Annual General Meeting of Shareholders of Ferrotec Holdings Corporation (the "Company"), which will be held as indicated below.

In convening this General Meeting of Shareholders, the Company has taken measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (matters for which measures for providing information in electronic format are to be taken) in electronic format, and has posted the information on each of the following websites. Please access either of the websites to view the information.

The Company's website: https://www.ferrotec.co.jp (in Japanese)

(From the above website, select "IR Information," and then "General Meeting of Shareholders" and "2023".) Website for posted informational materials for the general meeting of shareholders: https://d.sokai.jp/6890/teiji/ (in Japanese)

Tokyo Stock Exchange website (TSE Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

(Access the TSE website by using the Internet address shown above, enter "Ferrotec Holdings" in "Issue name (company name)" or the Company's securities code "6890" in "Code," and click "Search." Then, click "Basic information" and select "Documents for public inspection/PR information." Under "Filed information available for public inspection," click "Click here for access" under "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting].")

Please review the Reference Documents of the General Meeting of Shareholders and exercise your voting rights.

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1. Date and Time: Thursday, June 29, 2023, at 10:00 a.m. (JST) (The reception will start at 9:10 a.m.)

2. Place:	Main Hall, 6th Floor, Nomura Conference Plaza Nihonbashi
	YUITO Nihonbashi Muromachi Nomura Building
	2-4-3, Nihonbashimuromachi, Chuo-ku, Tokyo

3. Purpose of the Meeting: Items to be reported:

1. The Business Report, the Consolidated Financial Statements for the Company's 43rd Fiscal Year (from April 1, 2022 to March 31, 2023) and the Accounting Auditor's Reports and the Audit & Supervisory Board's Audit Report on the Consolidated Financial Statements.
2. The Non-consolidated Financial Statements for the Company's 43rd Fiscal Year (from April 1, 2022 to March 31, 2023)

Items to be resolved:

Proposal No. 1 Appropriation of Surplus

Proposal No. 2 Amendment to the Articles of Incorporation

Proposal No. 3 Election of 10 Directors

Proposal No. 4 Election of One Audit & Supervisory Board Member

4. Matters Determined for Convocation (Information on Exercising Voting Rights)

1. When exercising your voting rights in writing (by postal mail), if there is no indication of approval or disapproval of the proposal on the voting form, it will be treated as if there was an indication of approval.
2. If you exercise the voting rights both in writing (postal mail) and via the Internet, the contents of the voting rights exercised via the Internet shall be deemed valid.
3. If you exercise your voting rights more than once via the Internet, the last vote shall be deemed effective.

• For those attending on the day, please present the voting form sent with this notice at the reception desk. We also ask that you bring this Notice of General Meeting of Shareholders for reference during the meeting.
• If revisions to the matters subject to 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 websites.
• Among the matters subject to measures for electronic provision, the following matters will not be included in the paper-based documents sent to shareholders who have requested the delivery of such documents in accordance with laws, regulations and Article 15 of the Company's Articles of Incorporation.
• 1. "Main business operations, principal sales offices and factories, status of employees, status of major lenders, other important matters related to the current situation of the corporate group, status of shares, status of stock acquisition rights, status of accounting auditor, system to ensure appropriateness of operations, basic policy on control of the company, policy on determination of dividends of surplus, etc." of the Business Report
  2. "Notes to the Consolidated Financial Statements" of the Consolidated Financial Statements
  3. "Notes to the Non-consolidated Financial Statements" of the Non-consolidated Financial Statements

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Accordingly, the Attached Documents to this Notice of General Meeting of Shareholders are part of the documents audited by the Accounting Auditor and the Audit & Supervisory Board in preparation for the Reports and Audit Report.

The Company's website: (https://www.ferrotec.co.jp (in Japanese))

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Reference Documents of the General Meeting of Shareholders

Proposal No. 1 Appropriation of Surplus

Based on the basic policy of increasing returns to shareholders by sustainably increasing revenue, the Company's dividend policy is to make decisions in consideration of the balance between financial and investment opportunities, aiming for a dividend payout ratio of 20%. The year-end dividend for the fiscal year under review will be an ordinary dividend of ¥55 per share of common stock, taking into account the level and content of the Company's performance during the fiscal year under review, as well as financial and investment opportunities. As a result, by adding the interim dividend of ¥50 per share that has already been paid, the annual dividend for the fiscal year under review will be ¥105 per share.

Year-end dividend

1. Type of dividend property To be paid in cash.
2. Allotment of dividend property and their aggregate amount
   The Company proposes to pay a dividend of ¥55 (¥55 of ordinary dividend) per common share of the Company.
   In this event, the total dividends will be ¥2,580,421,910.
3. Effective date of dividends of surplus
   The effective date of dividends shall be June 30, 2023.

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Proposal No. 2 Amendment to the Articles of Incorporation

1. Reasons for the Proposal
   In order to further strengthen the Company's group management structure, the maximum number of directors stipulated in Article 18 (Number of Members) of the current Articles of Incorporation will be increased by three, from nine to 12.
2. Details of the Amendment
   The details of the amendment are as follows:

	(Underlined parts denote amendments)
Current Articles of Incorporation	Proposed amendments
(Number of Members)	(Number of Members)
Article 18	Article 18
The number of directors of the Company shall number no	The number of directors of the Company shall number no
more than nine.	more than twelve.

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