Union Tool : Notice of the 62st Ordinary General Meeting of Shareholders （364KB）

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.

Securities code: 6278 March 10, 2023 （Measures for electronic provision have commenced on March 6, 2023)

To Shareholders with Voting Rights

Hiroshi Odaira

President & COO

UNION TOOL CO.

6-17-1Minami-ohi,Shinagawa-ku, Tokyo,

Japan

Notice of the 62nd Ordinary General Meeting of Shareholders

Dear shareholders:

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

This is to notify you of the 62nd Ordinary General Meeting of Shareholders of UNION TOOL CO. (the "Company"), which will be held as described below.

We have taken measures to provide reference document, etc., (except for voting rights exercise form) for this General Meeting for Shareholders in electronic format, and the matters subject to electronic provision measures are posted on our web site shown below.

https://www.uniontool.co.jp/en/ir/library/general_meeting.html The matters are also posted on the web site shown below.

The web site of the Tokyo Stock Exchange: https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

Please access the web site above, search by entering the Company's name or securities code, and select "Basic information" then "Documents for public inspection/PR information" to view the matters.

If you decide to refrain from attending the meeting, you can exercise your voting rights in writing or via the internet. Please review the attached Reference Documents for the General Meeting of Shareholders, and exercise your voting rights by 5:45 p.m. JST on Wednesday, March 29, 2023.

1. Date and Time: Thursday, March 30, 2023 at 10:00 a.m. JST

2. Place:	The conference room on the 3rd floor of the headquarters of the Company
	6-17-1Minami-ohi,Shinagawa-ku, Tokyo, Japan

3. Agenda:

Matters to be reported: 1. Business Report and Consolidated Financial Statements for the 62nd Fiscal

Year (January 1, 2022to December 31, 2022) and the results of audits of the

Consolidated Financial Statements by the Accounting Auditor and the Audit

& Supervisory Board

2. Non-consolidated Financial Statements for the 62nd Fiscal Year (January 1, 2022 to December 31, 2022)

Proposals:

Proposal 1: Appropriation of Surplus

Proposal 2: Election of Six Directors

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

Proposal 4: Revision of the Amount of Remuneration for Directors and Audit & Supervisory Board Members

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• Any updates to the matters subject to electronic provision measures will be posted on our web site and the web site of the Tokyo Stock Exchange.
• Notice of Resolutions, which used to be sent out after the General Meeting of Shareholders, will be posted on the Company's website. We appreciate your understanding.
• Since the matters subject to electronic provision measures posted on each website are the full text of the materials for the General Meeting of Shareholders, the page numbers and section numbers do not match this notice of convocation.

Significant changes in the operation of the General Meeting of Shareholders made in accordance with future circumstances will be notified on the Company's website.

Our Website Information for Investors and General Meeting of Shareholders (in Japanese) https://www.uniontool.co.jp/ir/stock/general_meeting.html

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Guidance for the Exercise of Voting Rights

Exercise of voting rights by attending the meeting

Please hand in your voting rights exercise form at the reception desk.

Date and time:

Thursday, March 30, 2023 at 10:00 a.m. JST

Exercise of voting rights by mail

Please return the enclosed voting rights exercise form with your approval or disapproval for each proposal so that it can reach us by the deadline below.

Deadline:

5:45 p.m. JST on Wednesday, March 29, 2023

Exercise of voting rights via the Internet, etc. (see page 4)

Please follow the instruction on the next page and enter your vote for or against each proposal by the deadline below.

Deadline:

5:45 p.m. JST on Wednesday, March 29, 2023

Guidance for filling out in the voting rights exercise form

Proposal 1, 3, 4:

• If you vote for the proposal: Write a circle in the "賛" field
• If you vote against the proposal: Write a circle in the "否" field

Proposal 2:

• If you vote for all of the candidates: Write a circle in the "賛" field
• If you vote against all of the candidates: Write a circle in the "否" field
• If you vote against some of the candidates:
  Write a circle in the "賛" field and the candidate numbers of the candidates you vote against in the parenthesis.

• Shareholders who have submitted a voting rights exercise form that does not indicate whether they approve or disapprove proposals will be deemed to have approved those proposals.

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Guidance for the exercise of voting rights via the Internet, etc.

Scanning the QR code

You can log in to the voting rights exercise website without entering the login ID or the temporary password written on the voting rights exercise form.

1. Scan the QR code on the voting rights exercise form.
   * "QR code" is a registered trademark of DENSO WAVE INCORPORATED.
2. Please follow the instruction on the screen and enter your vote for or against each proposal.

You can log in with the QR code only once.

If you wish to exercise the voting rights again, or if you wish to exercise them without using the QR code, see the "Entering the login ID and temporary password" below.

Entering the login ID and temporary password

Voting rights exercise website: https://evote.tr.mufg.jp/

1. Access the voting rights exercise website.
2. Enter the login ID and temporary password written on the voting rights exercise form and click "Log in." Enter the login ID and temporary password
   Click "Log in"
3. Register a new password. Enter a new password Click "Send"
4. Please follow the instruction on the screen and enter your vote for or against each proposal.

Help desk to inquire about how to exercise your voting rights via the Internet, etc. with PCs, or smartphones Help desk at Stock Transfer Agency Department, Mitsubishi UFJ Trust and Banking Corporation 0120-173-027(toll-free in Japan; open 9:00 a.m. to 9:00 p.m. JST)

Institutional investors may use the electronic voting rights exercise platform operated by ICJ, Inc.

Handling of voting rights exercised more than once

1. Please note that if your voting rights are exercised in duplicate by mail and via the Internet, the vote made via the Internet will be treated as the valid vote.
2. If you exercise your voting rights more than once via the Internet, the last vote will be treated as valid.

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal 1: Appropriation of Surplus

The Company proposes appropriating the surplus as follows:

Year-end dividend:

Based on the Company's basic policy for distribution of surplus, the year-end dividends for the 62nd fiscal year will be paid as specified below.

1. Type of dividend property Cash
2. Allocation of dividend property and its total amount
   ¥42 per share of our common stock (increased by ¥2 compared with previous year): ¥725,566,086 in total
3. Effective date of the distribution of surplus March 31, 2023

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