Notice of the 74Th Annual General Meeting of Shareholders

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 6810) June 12, 2020

To Shareholders with Voting Rights:

Yoshiharu Katsuta President and Representative Director Maxell Holdings, Ltd. 1 Koizumi, Oyamazaki, Oyamazaki-cho, Otokuni-gun, Kyoto

NOTICE OF THE 74TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders: Please be informed that the 74th Annual General Meeting of Shareholders of Maxell Holdings, Ltd. (the “Company”) will be held as follows. From the perspective of preventing the spread of COVID-19, we encourage our shareholders to exercise your voting rights in either writing or via the Internet in advance, and refrain from attending this Meeting in person. If exercising your voting rights in advance, please review the Reference Documentation, indicate your approval or disapproval in the enclosed voting rights exercise form, and return it so that it may reach us no later than 5:00 p.m. (Japan time), Friday, June 26, 2020.

1. Date and Time: Monday, June 29, 2020 at 10:00 a.m. (Japan time) (reception starts at 9:30 a.m.) (Please note that the reception start time differs to that of last year.) 2. Location: Tsuru, the fifth floor, Hotel Nikko Osaka 1-3-3 Nishi-Shinsaibashi, Chuo-ku, Osaka-shi, Osaka 3. Agenda: Reporting Matter: 1. Report on contents of the Business Report, Consolidated Financial Statements for the 74th Business Term (from April 1, 2019 to March 31, 2020) and the results of audits on the Consolidated Financial Statements by the Accounting Auditors and the Audit and Supervisory Committee. 2. Non-consolidated Financial Statements for the Company’s 74th Business Term (from April 1, 2019 to March 31, 2020) Matters to be Resolved: Item No. 1: Election of 6 Directors (Excluding Directors Who Serve as Audit and Supervisory Committee Members) Item No. 2: Election of 3 Directors Who Serve as Audit and Supervisory Committee Members Item No. 3: Payment of Retirement Benefits to Retiring Director

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[Notice regarding the measures to prevent spread of COVID-19] o We encourage our shareholders to exercise your voting rights in writing or via the Internet in advance, and refrain from attending the Meeting in person. o Shareholders who attend this Meeting are requested to keep the prevention of infection under consideration by wearing a mask, etc., when visiting the venue. In addition, we ask for your understanding as we take measures to prevent infection at this Meeting. o The Shareholders Social Gathering held after the General Meeting of Shareholders will be canceled. o Souvenirs will not be provided at the General Meeting of Shareholders venue. o Any changes to the operation of this Meeting depending on how the situation unfolds will be posted on the Company’s website. We request that those who planning to attend to check the website before attending. (the Company’s website: https://www2.maxell.co.jp/)

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Guidance on exercising your voting rights

In order to prevent the spread of COVID-19, we encourage you to exercise your voting rights in writing or via the Internet in advance, and request that you refrain from attending this Meeting in person.

Exercise of voting rights in writing Please indicate your approval or disapproval for each proposal item in the voting rights exercise form attached herein, and return it by post so that it may reach us by the time limit for the exercise.

Time limit for the exercise It must reach us by post by 5:00 p.m. on Friday, June 26, 2020

Exercise of voting rights via the Internet If you exercise your voting rights via the Internet, please read the instructions on page 4 and enter your approval or disapproval for each proposal item by the time limit for the exercise.

Time limit for the exercise You must enter by 5:00 p.m. on Friday, June 26, 2020.

If attending this Meeting If attending this Meeting, please submit the voting rights exercise form attached herein to the reception at the venue. If your proxy attends the meeting on your behalf, please submit a letter of proxy along with the voting rights exercise form to the reception. You may appoint only one proxy who is a shareholder of the Company with his/her own voting rights to exercise at this Meeting.

Decisions for this Meeting

1) In exercising your voting rights in writing, you will be deemed to have approved the proposal should no indication be made on the voting form of whether you approve or disapprove the proposal.

2) If you exercise your voting rights in duplicate by post and via the Internet, the latter will be treated as the valid vote.

3) If you exercise your voting rights via the Internet in duplicate, the last one will be treated as the valid vote.

4) In the event of non-uniform exercise of voting rights, please notify the Company in writing to this effect, together with the reason thereof, no later than three days prior to the General Meeting of Shareholders.

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Guidance on the exercise of voting rights via the Internet

If you exercise your voting rights via the Internet, you can do so by accessing a website for exercising voting rights. Please enter the “voting rights exercise code” and “password” shown on the right hand side of the attached voting rights exercise form, and indicate your approval or disapproval for each proposal item, by following instructions on the screen.

1. Access the website for exercising voting rights

URL of the website for exercising voting rights https://www.web54.net/

If you use a mobile phone or smartphone, you can access the website by scanning the QR code on the right.

(“QR code” is a registered trademark of DENSO WAVE INCORPORATED.)

Click “continue”

2. Login

Enter the “voting rights exercise code” at the lower right corner of the voting rights exercise form.

Voting rights exercise code

Voting rights exercise form

3. Enter the password

Enter the password at the lower right corner of the voting rights exercise form.

Voting rights exercise form

Password

4. From this point onward, please follow instructions on the screen and enter your approval or disapproval for each proposal item. ●You may not be able to use this service depending on your Internet usage environment, or the model of your device (such as mobile phone).

For inquiries about use of the website for exercising voting rights Dedicated phone number for stock transfer agency web support Sumitomo Mitsui Trust Bank, Limited

0120−652−031 (from 9:00 a.m. to 9:00 p.m.) (Japan time)

Voting rights exercise platform Institutional investors can use the voting rights exercise platform administered by ICJ, Inc.

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Reference Documentation

(Proposal and References) Item No. 1: Election of 6 Directors (Excluding Directors Who Serve as Audit and Supervisory Committee Members)

The terms of office of all 6 Directors (excluding Directors who serve as Audit and Supervisory Committee Members; hereinafter the same shall apply in this proposal) will expire at the end of this Meeting. Therefore, it is proposed that 6 Directors including 2 Outside Directors be elected. The Company has established a voluntary Nomination and Remuneration Committee, the majority of which are Outside Directors who are designated as Independent Directors and chaired also by an Independent Outside Director. The decision on the selection of candidates for Director is made by the Board of Directors based on the deliberation and report by the Nomination and Remuneration Committee.

The candidates are as follows:

Attendance rate at the Current positions and No. Name Board of Directors responsibilities at the Company meetings Director 100% 1 [Re-election] Keiji Nakamura Control of Business (19 out of 19 meetings) President and Representative 100% 2 [Re-election] Yoshiharu Katsuta Director (19 out of 19 meetings) Director 100% 3 [Re-election] Seiji Sumoto Control of Sales (13 out of 13 meetings) Director 100% 4 [Re-election] Noritoshi Masuda Control of Finance, Export Control (13 out of 13 meetings) [New] 5 Brian K. Heywood - - [Outside] [New] 6 [Outside] Sachiko Murase - - [Independent] [Re-election]: Candidate for Re-election, [New]: New Candidate, [Outside]: Candidate for Outside Director, [Independent]: Candidate for Independent Director

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Number of Name shares of the No. Brief Biography and Other Principal Positions Held (Date of birth) Company held Apr. 1980: Joined Hitachi Maxell, Ltd. (currently Maxell Holdings, Ltd.; hereinafter the same shall apply) Mar. 2003: General Manager of Rechargeable Battery Division, Energy Solution Business Group of Hitachi Maxell, Ltd. Apr. 2005: Executive Officer of Hitachi Maxell, Ltd. Apr. 2008: Vice President and Executive Officer of Hitachi Maxell, Ltd. Yoshiharu Katsuta Jun. 2010: Executive Managing Director of Hitachi Maxell, (February 27, Ltd. 1956) Apr. 2011: Executive Vice President, Board Director of 12,600

Hitachi Vehicle Energy, Ltd. (currently Vehicle *Candidate for Energy Japan Inc.) Re-election 2 Apr. 2013: President and Representative Director of Hitachi Vehicle Energy, Ltd. Apr. 2016: Senior Vice President and Executive Officer of Hitachi Maxell, Ltd. Jun. 2016: President and Representative Director of Hitachi Maxell, Ltd. (incumbent) Oct. 2017: President and Representative Director of Maxell, Ltd. [Reason for nomination as a candidate for Director] Mr. Yoshiharu Katsuta has a proven track record of engaging in management as Director of the Company and as Representative Director of a Hitachi Group company. As he has been promoting well-balanced management in all aspects since assuming the office of President as well, he is expected to lead business structural reform and business portfolio reform of the Company, leveraging his wealth of experience and extensive knowledge gained through his career.

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Number of Name shares of the No. Brief Biography and Other Principal Positions Held (Date of birth) Company held Apr. 1990: Joined Hitachi Maxell, Ltd. (currently Maxell Holdings, Ltd.; hereinafter the same shall apply) Jan. 2013: Deputy General Manager, Energy Division of Hitachi Maxell, Ltd. Jul. 2014: Executive Officer and General Manager, Energy Division of Hitachi Maxell, Ltd. Apr. 2015: Executive Officer and General Manager, Sliontec Seiji Sumoto Division of Hitachi Maxell, Ltd. (April 4, 1962) Oct. 2017: Executive Officer and General Manager, Sliontec Division of Maxell, Ltd. 600 * Candidate for Apr. 2018: Executive Officer of the Company, and Director Re-election and General Manager, Sliontec Division of Maxell, Ltd. 3 Apr. 2019: Executive Officer and General Manager, Sales Strategy Department of the Company, and Director and General Manager, Sales Division of Maxell, Ltd. (incumbent) Jun. 2019: Director and General Manager, Sales Strategy Department of the Company (incumbent) [Reason for nomination as a candidate for Director] Having been engaged in the sales division for many years, Mr. Seiji Sumoto has accumulated considerable global sales experience. In addition, through serving in managerial positions responsible for the battery business and functional materials business of the Company, he has gained a wealth of experience and extensive knowledge regarding sales and management reforms of the Company. Accordingly, utilizing such experience and knowledge, he is expected to contribute to the Company’s further business growth by promoting sales strategies aimed at expansion of business performance of the Company.

Number of Name shares of the No. Brief Biography and Other Principal Positions Held (Date of birth) Company held Apr. 1987: Joined Hitachi Maxell, Ltd. (currently Maxell Holdings, Ltd.; hereinafter the same shall apply) Oct. 2017: General Manager, Finance Department of the Company, and Deputy General Manager and Noritoshi Masuda Senior Manager, Finance & Accounting (September 22, Department of Maxell, Ltd. 1964) Apr. 2019: Executive Officer and General Manager, Finance 800 Department of the Company, and Director and * Candidate for Senior Manager, Finance & Accounting 4 Re-election Department of Maxell, Ltd. Jun. 2019: Director and General Manager, Finance Department of the Company Oct. 2019: Director of the Company (incumbent) Director of Maxell, Ltd. (incumbent) [Reason for nomination as a candidate for Director] Mr. Noritoshi Masuda is expected to contribute to further enhancement of the Company’s corporate value by promoting strategic corporate finance drawing on his wealth of experience in accounting, finance, and management reforms.

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Number of Name shares of the No. Brief Biography and Other Principal Positions Held (Date of birth) Company held Sep. 1991: Joined J.D. Power and Associates Aug. 1997: Director of Belron International Brian K. Heywood Aug. 1999: Vice President of Citibank, N.A. (January 9, 1967) Jan. 2001: Managing Partner and CEO of Taiyo Pacific Partners L.P. (incumbent) * New candidate Dec. 2009: Outside Director of Ohizumi Mfg. Co., Ltd. - Nov. 2011: Director of SEIRYU Asset Management Ltd. *Candidate for Nov. 2014: Outside Director of Roland Corporation 5 Outside Director (incumbent) Mar. 2020: Outside Director of Roland DG Corporation (incumbent) [Reason for nomination as a candidate for Outside Director] Mr. Brian K. Heywood is expected to contribute to business structural reform of the Company and enhancement of the Company’s corporate value by drawing on his investment track record in many Japanese companies and experience in corporate revival and cultivation as CEO of a global investment fund.

Number of Name shares of the No. Brief Biography and Other Principal Positions Held (Date of birth) Company held Apr. 1995: Joined NICHIHA CORPORATION Sachiko Murase Sep. 2008: Registered as lawyer (August 3, 1972) Joined SEIWA MEITETSU LAW OFFICE Nov. 2015: Outside Audit & Supervisory Board Member of * New candidate BUNKYODO Group Holdings CO., Ltd. - (incumbent) *Candidate for Sep. 2018: Joined Kudanzakaue Law Office (incumbent) 6 Independent Jun. 2019: Outside Audit & Supervisory Board Member of Outside Director NICHIAS Corporation (incumbent) [Reason for nomination as a candidate for Outside Director] Ms. Sachiko Murase is expected to contribute to strengthening the corporate governance of the Company and enhancement of the Company’s corporate value by drawing on her wealth of experience and expertise as a lawyer specialized in corporate legal affairs and experience as an outside officer of listed companies.

(Notes) 1. There is no special interest between each candidate for Director and the Company. 2. Mr. Brian K. Heywood and Ms. Sachiko Murase are candidates for Outside Director under Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act. 3. If the election of Mr. Brian K. Heywood and Ms. Sachiko Murase is approved, in accordance with Article 427, Paragraph 1 of the Companies Act, the Company plans to enter into limited liability agreements respectively with Mr. Brian K. Heywood and Ms. Sachiko Murase, whereby liability is limited to the minimum liability amount set forth in Article 425, Paragraph 1 of the Act. 4. Although Ms. Sachiko Murase has never been involved in corporate management other than through the position of outside auditor in the past, the Company judges that she will be able to fulfill her duty appropriately as Outside Director by drawing on her extensive knowledge and experience in corporate legal affairs. 5. The Company has registered Ms. Sachiko Murase as an Independent Director as required by Tokyo Stock Exchange, Inc. If the election of Ms. Sachiko Murase is approved, she is planned to serve as an Independent Director. 6. Mr. Brian K. Heywood is planned to be appointed Outside Director of Nifco Inc. at the Annual General Meeting of Shareholders of Nifco Inc. scheduled on June 18, 2020.

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Item No. 2: Election of 3 Directors Who Serve as Audit and Supervisory Committee Members

The terms of office of all 3 Directors who serve as Audit and Supervisory Committee Members will expire at the end of this Meeting. Therefore, it is proposed that 3 Directors who serve as Audit and Supervisory Committee Members including 2 Outside Directors be elected. The Audit and Supervisory Committee has given its approval to this Item in advance. The Company has established a voluntary Nomination and Remuneration Committee, the majority of which are Outside Directors who are designated as Independent Directors and chaired also by an Independent Outside Director. The decision on the selection of candidates for Director is made by the Board of Directors based on the deliberation and report by the Nomination and Remuneration Committee.

The candidates are as follows:

Attendance rate at Current positions and Attendance rate at the Audit and No. Name responsibilities at the the Board of Supervisory Company Directors meetings Committee meetings

1 [New] Hiroyuki Suzuki - - -

[New] Outside Director 100% 2 [Outside] Tatsuhiko Izumi Member of Nomination and (19 out of 19 - [Independent] Remuneration Committee meetings) Outside Director who serves [Re-election] as an Audit and Supervisory 100% 100% 3 [Outside] Shinobu Watanabe Committee Member (19 out of 19 (18 out of 18 [Independent] Member of Nomination and meetings) meetings) Remuneration Committee [Re-election]: Candidate for Re-election, [New]: New Candidate, [Outside]: Candidate for Outside Director, [Independent]: Candidate for Independent Director

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Number of Name shares of the No. Brief Biography and Other Principal Positions Held (Date of birth) Company held Apr. 1983: Joined Hitachi Maxell, Ltd. (currently Maxell Holdings, Ltd.; hereinafter the same shall apply) Hiroyuki Suzuki Jun. 2008: Deputy General Manager, Finance & Accounting (May 26, 1959) Division of Hitachi Maxell, Ltd. 1,400 Apr. 2018: Executive Officer of the Company and Director of *New candidate Maxell, Ltd. 1 Apr. 2019: Auditor of Maxell, Ltd. (incumbent) [Reason for nomination as a candidate for Director] Having been engaged in finance and accounting duties for many years, Mr. Hiroyuki Suzuki has extensive experience in business of group companies and serving as Auditor. He is expected to audit and supervise appropriately over the management of the Company.

Number of Name shares of the No. Brief Biography and Other Principal Positions Held (Date of birth) Company held Apr. 1976: Joined Clarion Co., Ltd. Tatsuhiko Izumi Jun. 1999: Director of Clarion Co., Ltd. (April 14, 1952) May 2001: President and Representative Director of Clarion Co., Ltd. Apr. 2014: Chairman, Representative Director & CEO of *New candidate 1,200 Clarion Co., Ltd. *Candidate for Jun. 2016: Chairman & CEO, Director of Clarion Co., Ltd. 2 Independent Apr. 2017: Director of Clarion Co., Ltd. Outside Director Jun. 2017: Advisor of Clarion Co., Ltd. Jun. 2018: Director of the Company (incumbent) [Reason for nomination as a candidate for Outside Director] Mr. Tatsuhiko Izumi has an extensive management experience in automotive-related businesses and experience in business portfolio reform and management reform. He is expected to contribute to the promotion of the Company’s growth strategy and corporate governance, and enhancement of its corporate value.

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Number of Name shares of the No. Brief Biography and Other Principal Positions Held (Date of birth) Company held Apr. 1977: Joined Ube Industries, Ltd. Jun. 1999: Chairman and President of Ube Corporation Europe, S.A. Jun. 2003: Executive Officer of Ube Industries, Ltd., and Shinobu Watanabe Chairman and President of Ube Corporation (July 18, 1954) Europe, S.A.

Jun. 2006: President & CEO of UMG ABS, LTD. *Candidate for Jun. 2009: Managing Executive Officer of Ube Industries, Re-election 3,600 Ltd. 3 *Candidate for Jun. 2015: President and Representative Director of UBE Independent EXSYMO CO., LTD. Outside Director Apr. 2017: Corporate Advisor of UBE EXSYMO CO., LTD. Jun. 2018: Director (Audit and Supervisory Committee Member) of the Company (incumbent) Auditor of Maxell, Ltd. [Reason for nomination as a candidate for Outside Director] Mr. Shinobu Watanabe has management experiences at a listed company and abundant global experience and insight. He is expected to contribute to the promotion of the group governance of the Company and enhancement of its corporate value.

(Notes) 1. There is no special interest between each candidate for Director and the Company. 2. Mr. Tatsuhiko Izumi and Mr. Shinobu Watanabe are candidates for Outside Director under Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act. 3. Mr. Tatsuhiko Izumi currently serves as Outside Director of the Company and he will have served as Outside Director for two years at the conclusion of this Meeting. 4. Mr. Shinobu Watanabe currently serves as Outside Director and Director who serves as an Audit and Supervisory Committee Member of the Company and he will have served as Outside Director and Director who serves as an Audit and Supervisory Committee Member for two years at the conclusion of this Meeting. 5. In accordance with Article 427, Paragraph 1 of the Companies Act, the Company has entered into limited liability agreements with Mr. Tatsuhiko Izumi and Mr. Shinobu Watanabe, whereby liability is limited to the minimum liability amount set forth in Article 425, Paragraph 1 of the Act. The Company will renew such agreements with each of them if their appointment is approved. 6. The Company has registered Mr. Tatsuhiko Izumi and Mr. Shinobu Watanabe as Independent Directors as required by Tokyo Stock Exchange, Inc. If the election of Mr. Tatsuhiko Izumi and Mr. Shinobu Watanabe is approved, they will continue to serve as Independent Directors.

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Item No. 3: Payment of Retirement Benefits to Retiring Director

At the end of this Meeting, Mr. Yoshihiro Senzai will retire from office of Director. In order to reward his services during his term of office from 1999 to 2008, the Company proposes the payment of retirement benefits of 59,500,000 yen in line with the “Handling Rules for Abolishment of Retirement Benefits for Executives” of the Company. The Company abolished retirement benefits system on April 1, 2008, as a part of revision of its compensation structure for executives. However, it is stipulated in the above-mentioned rules that the payment of retirement benefits in line with the abolition of the system above is scheduled for when a Director retires. Additionally, the Company requests that timing of payment, methods, etc., be delegated to the Board of Directors.

The Brief biography Mr. Yoshihiro Senzai is as follows:

Applicable Term Name Brief Biography in Office Apr. 1971: Joined Hitachi Maxell, Ltd. (currently Maxell Holdings, Ltd.; hereinafter the same shall apply) Jun. 1999: Director of Hitachi Maxell, Ltd. Jun. 2003: Vice President and Executive Officer of Hitachi Maxell, Ltd. Apr. 2006: Senior Vice President and Executive Officer of Hitachi Maxell, Ltd. Jun. 2006: Director, Senior Vice President and Executive Officer of Hitachi Maxell, Ltd. From June 1999 Yoshihiro Senzai Apr. 2008: Director, Representative Executive Officer, Senior to March 2008 Vice President and Executive Officer of Hitachi Maxell, Ltd. Jun. 2010: Representative Director, Senior Managing Director of Hitachi Maxell, Ltd. Apr. 2011: President and Representative Director of Hitachi Maxell, Ltd. Jun. 2016: Chairman and Representative Director of Hitachi Maxell, Ltd. Jun. 2019: Chairman and Director of the Company (incumbent)

(Notes) 1. As the Company was a company with committees during the period from June 2003 to June 2010, the amount of retirement benefits includes retirement benefits applicable to the period spent serving as Executive Officer. 2. The amount of retirement benefits is based on the decision at the Compensation Committee’s meeting held on May 19, 2008. 3. The brief biography includes periods outside the term in office applicable to retirement benefits.

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