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.

Security Code: 7730

November 2, 2023

To Our Shareholders

Masahiko Saito

Director, President &Representative Executive Officer

MANI. INC.

8-3 Kiyohara Industrial Park, Utsunomiya, Tochigi

Notice of the 64th Annual General Meeting of Shareholders

Dear Shareholders,

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

Please be informed that our 64th Annual General Meeting of Shareholders of MANI, INC. (the "Company") will be held for the purposes as described below.

For the convening of this General Meeting of Shareholders, information contained in the reference materials for the General Meeting of Shareholders (Electronic Provision Measures Matters ) is provided electronically, and is posted on the following website. Please access the following websites to confirm the information.

【The Company's Website】

https://www.mani.co.jp/ir/stock3.html

【Website for Informational Materials for the General Meetings of Shareholder】https://d.sokai.jp/7730/teiji/

【TSE website (Listed Company Search)】https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

(Please access to the TSE website above, enter the stock name "MANI" or Stock Code "7730," select "Basic information" and "Public documents/ PR information," and confirm the "Notice of General Shareholders Meeting"/Information Materials for a General Shareholder's Meeting" listed under "Field information available for public inspection" section.)

If you are unable to attend the meeting, you may exercise your voting rights via Internet or by writing (mailing). Please exercise your voting rights by 5:20 p.m. on Friday, November 17, 2023 (Japan time), after taking the time to consult the reference documents for the General Meeting of Shareholders.

1

[Exercise of Voting Rights via the Internet, etc.]

Please access our designated voting website (https://www.web54.net), and use the "Voting Code" and "Password" displayed on the enclosed voting form and then indicate your approval or disapproval of the proposals by 5:20 p.m. on Friday, November 17, 2023, Japan time, in accordance with the guidance on the screen.

When exercising voting rights via the Internet, please refer to the "Guide to the Exercise of Voting Rights" on pages 4-5.

[Exercise of Voting Rights in Writing]

Please indicate your approval or disapproval of the proposals on the enclosed Voting Rights Exercise Form and return it so that it will be received by 5:20 p.m. on Friday, November 17, 2023, Japan time.

  1. Date and Time: Friday, November 20, 2023 at 10:00 a.m. (Japan time)
  2. Venue: 492-1, Kamioozomachi, Utsunomiya-shi, Tochigi

"Yamato," 3rd floor of Hotel Higashinihon Utsunomiya

(Please refer to the "Venue guide map of the General Meeting of Shareholders" at the end of this document.)

3. Agenda of the Meeting:

Matters to be reported: 1. Business Report, Consolidated Financial Statements, and Report of Audit Results of the Consolidated Financial Statements of the Accounting Auditor and the Audit Committee for the 64th Fiscal Period (from September 1, 2022 to August 31, 2023)

2. Financial Statement Report for the 64th Fiscal Period (from September 1, 2022 to August 31, 2023) Matters to be resolved: Proposal No.1: Election of Seven Directors

Proposal No.2: Election of Accounting Auditor

4. Matters decided upon convocation:

  1. When exercising voting rights in written form (mailing), if there is no indication of approval or disapproval of the proposals on the Voting Rights Exercise Form, it will be treated as an indication of approval.
  2. If you have exercised your voting rights via the Internet several times, then the last vote that you have made will be treated as a valid vote.
  3. If you have exercised your voting rights in both writing and over the Internet, then the voting exercised over the Internet will be treated as a valid vote regardless of the arrival date and time.

2

◎

◎ If you plan to attend the meeting in person, please submit the enclosed Voting Rights Exercise Form at the reception desk.

For this General Meeting of Shareholders, we have delivered paper-based documents stating the matters subject to electronic provision measures to shareholders, regardless of whether or not they have requested them. However, of the matters subject to electronic provision measures, "Notes to Consolidated Financial Statement", and "Notes to Non-consolidated Financial Statements" are not included in this document pursuant to laws and regulations and the article 18 of the Company's Articles of Incorporation. Accordingly, the document is ◎part of the document s audited by the Corporate Auditors and the Audit Committee in the course of preparing reports.

If any amendments are made to the matters to be provided electronically, it will be posted on each website stated above both, the matters before and after amendments.

Notice of Year-End Dividend for the fiscal year ended August 31, 2023

On October 12, 2023, our Board of Directors declared to pay a year-end dividend of ¥21 per share for the fiscal year ended August 31, 2023, on Monday, November 6, 2023, which is the commencement date of payment.

The year-end dividend for the fiscal year ended August 31, 2023 should be received within the payment period (from November 6, 2023 to December 8, 2023) through the attached "Certificate of Dividend Receipts."

"Statement of dividends" and "About bank transfer" documents are attached to those who designate the account to transfer the dividends. "Statement of dividends" and "How to receive dividends" documents are attached to those who designate the pro rata share method.

3

Information on Exercising Voting Rights

Voting rights at the General Meeting of Shareholders are the shareholders' important rights.

Please exercise your voting rights after reviewing the reference documents for the General Meeting of Shareholders described below. There are three methods for exercising voting rights.

If you attend the General Meeting of Shareholders

Please submit the enclosed voting rights Exercise Form to the venue.

Date and time

Monday, November 20, 2023

Until 10 a.m.

If you exercise voting rights

in writing (by mail)

Return the enclosed voting rights form with an indication of your approval or disapproval support for the proposal.

Exercise date

Friday, November 17, 2023

Until 5:20 p.m.

If you exercise voting rights via

the Internet

Please enter the approval or disapproval of the proposal according to the guidance stated on the next page.

Exercise date

Friday, November 17, 2023

Until 5:20 p.m.

Guidance to fill out the voting rights form

Please fill out your vote

Proposal No.1

If you approve all the

Circle

【賛】

candidates

If you disapprove all

Circle

【否】

the candidates

Circle 【賛】and write

If you disapprove

the candidate numbers

some of the candidates

that you disapprove

Proposal No.2

Circle

【賛】

If you approve

Circle

【否】

※This is an image of the voting rights form

If you disapprove

If you have exercised your voting rights in both writing and over the Internet, then the voting exercised over the Internet will be treated as a valid vote. In addition, if you have exercised your voting rights via the Internet several times, then the last vote that you have made will be treated as a valid vote.

4

Guidance to exercise voting rights via the Internet

Exercising Voting Rights by Scanning the QR Code

"Smart Exercise"

You can login to the website for exercising your voting rights without entering your voting exercise code and password.

Please scan the QR Code provided on the lower right of the Voting Rights

Entering the Voting Exercise Code and Password

Website for exercising your voting

https://www.web54.net

rights

Please access to the website for exercising your voting rights.

Please click "Continue"

※QR Code is a registered trademark of DENSO WAVE INCORPORATED.

Then, please indicate your approval or disapproval for each proposal according to the instructions on the screen.

You may exercise your voting rights via "Smart Exercise" only once.

If you wish to change the content of your vote after exercising your voting rights, please access

the website for PC and enter the "Voting Exercise Code" and

"Password" provided on the Voting

Rights Exercise Form to log in and exercise your voting rights again.

* Please rescan the QR code to go to the website for PC.

If you have any questions about exercising your voting rights via the Internet, such as how to use a PC, smartphone, or mobile phone to vote, please call the help desk on the right.

Please enter the "Voting Exercise Code" shown on the Voting

Rights Exercise Form.

Please enter your "Voting Exercise Code"

Please click "Login"

Please enter the "Password" provided on the Voting Right

Exercise Form.

Please enter your "Initial password"

Please set your new password

Please click "Register"

Then, please indicate your approval or disapproval for each proposal according to the instructions on the screen.

※This is an image of the website page

The Sumitomo Mitsui Trust Bank, Limited, Securities Agent Web

Support Hotline

Phone: 0120 (652) 031 (Toll Free, only in Japan) (9:00 to 21:00)

Institutional investors may exercise their voting rights using the Voting Rights Electronic Exercise Platform for institutional investors operated by ICJ, Inc.

5

Referential Materials for the General Meeting of Shareholders

Proposal No.1 Election of Seven Directors

At the conclusion of this meeting, the term of office for all 7 directors will expire. Therefore, the appointment of 7 directors is requested based on the decision of the Nomination Committee. The candidates for Directors are stated below.

The aspirations of the candidates are posted on our website https://www.mani.co.jp/ir/stock3.html)

Candidate

Name

Current position and main responsibilities of the Company

Candidate Attributes

Number

1

Masahiko Saito

Director, President and Representative Executive Officer

Reappointment

Outside

Independent

Kazuo Takahashi

Director,

Executive

Vice President and

Representative

2

Reappointment

Executive Officer

Toshihide Takai

Director, Vice Chairman of the

Board

of

Directors,

3

Member

of

the

Nominating

Committee

and the

Reappointment

Outside

Independent

Compensation Committee

4

Tatsushi Yano

Independent

Director,

Chairman

of

the

Nominating

Reappointment

Outside

Independent

Committee and the Audit Committee

Yukiko Moriyama

Independent

Director,

Chairman

of

the

Compensating

5

Reappointment

Outside

Independent

Committee, Member of the Audit Committee

Masaya Watanabe

Independent

Director,

Member

of

the

Nominating

6

Committee, the Compensating Committee, and the Audit

Reappointment

Outside

Independent

Committee

7

Yosuke Mitsusada

Newly appointed

Outside

Independent

(NOTE) We have concluded an officer liability insurance contract with an insurance company as stipulated in Paragraph 1 of Article 430-3 of the Companies Act. The insured, including our directors, shall be liable for the execution of their duties or shall indemnify any damage that may arise as a result of receiving a claim pertaining to the pursuit of such liability under the insurance contract. If a candidate is elected as director, he/she shall be the insured under the applicable insurance contract. In addition, this insurance contract is scheduled for renewal with the same content at the next renewal.

6

(Reference) Director skills matrix after the conclusion of this Annual General Meeting of Shareholders

Name

Corporate

Management

Global

Manufacture /

Technology /

R&D

Sales and Marketing

Governance

Finance

Legal affairs /

Accounting

Risk Management

Masahiko Saito

〇

〇

〇

〇

Kazuo

〇

〇

〇

〇

〇

〇

Takahashi

Toshihide Takai

〇

〇

〇

〇

〇

〇

Tatsushi Yano

〇

〇

〇

〇

〇

Yukiko

〇

〇

Moriyama

Masaya

〇

〇

〇

〇

〇

Watanabe

Yosuke

〇

〇

〇

〇

〇

Mitsusada

If this proposal is approved, the composition of each committee Chairman, Vice Chairman and members are planned to be as follows.

We have established four committees for nominating, compensation, audit, and strategy, and have adopted a governance system (a Company with Three Committees) in which management supervisory and business execution functions are systematically separated. As a Company with Three Committees, our business execution is carried out by executive officers. Directors (non-executive directors) who do not concurrently serve as executive officers do not carry out this role, and are mainly responsible for supervisory functions.

Board of Directors

Masaya Watanabe (Chairman), Toshihide Takai (Vice Chairman)

Nominating Committee

Tatsushi Yano (Chairman), Toshihide Takai, and Masaya Watanabe

Compensation Committee

Yukiko Moriyama (Chairman), Toshihide Takai, and Yosuke Mitsusada

Audit Committee

Tatsushi Yano (Chairman), Yukiko Moriyama, and Yosuke Mitsusada

Strategy Committee

Masaya Watanabe (Chairman), Kazuo Takahashi (Vice Chairman), Masahiko Saito, Yosuke

Mitsusada, executive officers and employees to be nominated

7

Candidate Number

1

Masahiko Saito

Reappointment

Date of birth

May 19, 1967

Number of the Company's

Shares Owned

36,904 shares

Attendance at meetings of the Board of Directors

100 % (14 times/14 times)

Brief history, our position and our responsibilities

Apr. 1990 Joined Matsutani Manufacturing Co., Ltd. (currently MANI, INC.)

Sept. 2010 General Manager of Business Development Department of the Company

Jul. 2013 Director and President of MANI HANOI CO., LTD.

Sept. 2013 Director and Chairman of MANI YANGON LTD.

Nov. 2014 Executive Officer of the Company

Jul. 2016 Director and Chairman of MANI HANOI CO., LTD.

Sept. 2016 Executive Officer and Division Head of Manufacturing Division of the Company

Jul. 2018 Director and Chairman of MANI YANGON LTD.

Director and Chairman of MANI VIENTIANE SOLE CO., LTD.

Oct. 2019 Senior Managing Executive Officer and Division Head of Corporate Planning Division of the Company

Apr. 2020 Senior Managing Executive Officer, Division Head of Corporate Planning Division & Research and Development Division of the Company

Aug. 2020 Auditor of MANI MEDICAL BEIJING CO., LTD.

Nov. 2020 Director, President and Representative Executive Officer and Division Head of Research and Development Division of the Company

Sept. 2021 Director, President and Representative Executive Officer, Division Head of Research and Development Division & Quality Vigilance and Safety Division of the Company

Mar. 2022 Director, President and Representative Executive Officer, Division Head of Research and Development Division of the Company

Sept. 2022 Director, President and Representative Executive Officer of the Company

Sept. 2023 Director, President and Representative Executive Officer CEO, COO, CTO, Division Head of Research and Development Division of the Company (present)

Status of important concurrent positions

None

Special notes on candidates for directors

There are no special interests between the candidate and the Company.

Reasons for appointing the candidate for the Board of Director

He played an important role in guiding our product development, production technology reform, and improvement activities by leveraging his experience as a R&D and production manager, and as a developer of ophthalmic knives. In addition, the Company believes that he has abundant experience in education and guidance for new product development and in production improvement activities, and is qualified to serve as a director. The Company requests him to be appointed as a director candidate.

8

Candidate Number

2

Kazuo

Takahashi

Reappointment

Date of birth

January 17, 1955

Number of the Company's

Shares Owned

41,025 shares

Attendance at meetings of the Board of Directors

100% (14 times/14 times)

Brief history, our position and our responsibilities

Mar. 1978 Joined Hogy Co., Ltd. (currently Hogy Medical Co., Ltd.)

Jun. 2005 Executive Officer and General Manager of Production Department of Hogy Co., Ltd.

Jun. 2009 Director, General Manager of Corporate Planning Department. and Product Management Department of Hogy Co., Ltd.

Mar. 2012 Director, General Manager of Product Management Department of Hogy Co., Ltd.

Aug. 2013 Advisor of MANI, INC.

Nov. 2013 Vice Chairman of MANI HANOI CO., LTD.

Nov. 2014 Executive Officer of the Company

Sept. 2016 Executive Officer and Division Head of Administration Division of the Company

Nov. 2016 Managing Executive Officer, Division Head of Administration Division of the Company

Nov. 2018 Director, Executive Vice President and Division Head of Administration Division of the Company

Mar. 2019 Director, Executive Vice President and Division Head of Corporate Planning Division of the Company

Aug. 2020 Director, Executive Vice President and Division Head of Sales Division of the Company

Director and Chairman of MANI MEDICAL HANOI CO., LTD Chairman of MANI MEDICAL BEIJING CO., LTD.

Director and Chairman of MANI MEDICAL INDIA PRIVATE LIMITED

Nov. 2020 Director, Executive Vice President and Representative Executive Officer, Division Head of Corporate Planning Division & Sales Division of the Company

Nov. 2021 Director, Executive Vice President and Executive Officer, Division Head of Corporate Planning Division of the Company

Auditor of MANI MEDICAL BEIJING CO., LTD.

Apr. 2022 Chairman of GDF Gesellschaft für dentale Forschung und Innovationen GmbH (current MANI MEDICAL GERMANY GmbH) (present)

Jan. 2023 Director, Executive Vice President and Executive Officer, CFO, CRO,

Division Head of Corporate Planning Division of the Company (present) Status of important concurrent positions

Auditor of MANI MEDICAL BEIJING CO., LTD.

Chairman of GDF Gesellschaft für dentale Forschung und Innovationen GmbH (current MANI MEDICAL GERMANY GmbH)

Special notes on candidates for directors

There are no special interests between the candidate and the Company.

Reasons for appointing the candidate for the Board of Director

He played an important role as Vice President and CFO (Chief Financial Officer) by leveraging his many years of abundant business experience and wide-range of knowledge at a medical device manufacturing company. In addition, he has abundant experience in working as a general manager in charge of company-wide budget management and played a key role for the establishment of a company system for a listed company. The Company believes that he is qualified to serve as a director, and requests him to be appointed as a director candidate.

9

Candidate Number

3

Toshihide Takai

Reappointment

Date of birth

July 20, 1952

Number of the Company's

Shares Owned

51,000 shares

Attendance at meetings of the Board of Directors

100% (14 times/14 times)

Brief history, our position and our responsibilities

Apr. 1977

Joined the Nippon Fudosan Bank, Ltd. (formerly The Nippon Credit Bank,

Ltd.; currently Aozora Bank, Ltd.)

Jun. 2001

Managing Director of Aozora Loan Servicing Co., Ltd., with the Personnel

Department of Aozora Bank, Ltd.

Oct. 2006

Advisor of MANI, INC.

Nov. 2006

Managing Executive Officer, General Manager of the Corporate Planning

Department of the Company

Nov. 2007

Managing Executive Officer of the Company

Nov. 2008

Senior Managing Executive Officer of the Company

Mar. 2010

Director and Chairman of MANI RESOURCES CO., LTD.

Apr. 2011

President and Director of MANI RESOURCES CO., LTD.

Nov. 2011

Executive Vice President and Executive Officer of the Company

Sept. 2012

Auditor of MANI MEDICAL BEIJING CO., LTD.

Nov. 2013

Director, President and Representative Executive Officer of the Company

Nov. 2020

Director, Chairman and Executive Officer of the Company

Auditor of MANI MEDICAL BEIJING CO., LTD.

Nov. 2021

Director, Vice Chairman of the Board of Directors of the Company (Present)

Status of important concurrent positions

None

Special notes on candidates for directors

There are no special interests between the candidate and the Company.

Reasons for appointing the candidate for the Board of Directors

He played an important role as CEO (Chief Executive Officer) by leveraging his abundant overseas business experience and advanced expertise in accounting and finance. In addition, he committed himself to enhancing internal controls and establishing compliances, and has abundant experience in playing a key role in building a company system for a listed company. The Company believes that he is qualified to serve as a director and the Company requests him to be appointed as a director candidate.

10

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Mani Inc. published this content on 27 October 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 October 2023 15:20:29 UTC.