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. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translations.
(Securities Code: 4825)
August 2, 2024
Start date of measures for electronic provision: July 22, 2024
To Shareholders with Voting Rights:
Tomohiro Ishibashi
President and Representative Director
Weathernews Inc.
Makuhari Techno-Garden
1-3, Nakase, Mihama-ku, Chiba-city, Chiba
Prefecture, JapanNOTICE OF
THE 38th ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:
You are cordially informed that Weathernews Inc. (the “Company”) will hold the 38th Annual General
Meeting of Shareholders. The meeting will be held for the purposes described 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 the following websites. Please access either of the websites to view the
information.
The Company’s website:
https://jp.weathernews.com/irinfo/event/ (in Japanese)
Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/4825/teiji/ (in Japanese)
Voting rights may be exercised electromagnetically via the Internet, etc., or in writing, in addition to attending
the meeting in person. If you are unable to attend the meeting, please review the Reference Documents for the
General Meeting of Shareholders and exercise your voting rights by 5:30 p.m. on Friday, August 16, 2024,
Japan time.

11.

Date and Time:

2.

Place:

3.

Meeting Agenda:
Matters to be reported:

4.

Saturday, August 17, 2024, at 10:00 a.m. Japan time
(Reception starts at 9:00 a.m.)
2-1, Nakase, Mihama-ku, Chiba-city, Chiba Prefecture, Japan
Convention Hall, 2F, Makuhari Messe International Conference Hall
The Business Report, the Consolidated Financial Statements and theNon-consolidated Financial Statements for the Company’s 38th Fiscal
Year (June 1, 2023 - May 31, 2024), as well as the results of audits ofConsolidated Financial Statements by the Accounting Auditor and the
Audit & Supervisory Board

Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Six (6) Directors
Other Matters Regarding This Notice:(1) For this General Meeting of Shareholders, the Company is sending paper-based documents stating thematters subject to the electronic provision measures to all shareholders with voting rights, regardless ofwhether or not a request for paper-based documents has been made. Among the matters subject tomeasures for electronic provision, the following matters are not provided in the paper-based documents
delivered to shareholders. The documents below include the documents audited by the Audit &Supervisory Board members and the Accounting Auditor when preparing the audit report and accounting
audit report.
1) “Matters regarding share acquisition rights, etc.,” “Accounting Auditor,” “System to ensure theappropriateness of business,” and “Basic Principles regarding the Control of the Company” of theBusiness Report
2) “Consolidated Statement of Changes in Net Assets” and “Notes to the Consolidated Financial
Statements” of the consolidated financial statements (38th Fiscal Year)
3) “Non-consolidated Statement of Changes in Net Assets” and “Notes to the Non-consolidated Financial
Statements” of the non-consolidated financial statements (38th Fiscal Year)(2) If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions andthe details of the matters before and after the revisions will be posted on the Company’s website stated on
the previous page and the website for posted informational materials for the general meeting ofshareholders.
〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
* Shareholders who plan to attend the meeting in person are requested to respect the following items.
(1) When attending the meeting, please submit the Voting Rights Exercise Form at the reception desk on the
day of the meeting for confirmation. In case of attending the meeting by proxy, designate anothershareholder who has voting rights as a proxy at the meeting. Such a shareholder acting as a proxy is kindly
requested to attend in person and submit your Voting Rights Exercise Form and the power of attorney atthe reception desk.
(2) Note that only shareholders of the Company may enter the venue of the meeting. However, shareholders
with physical disabilities may enter the venue accompanied by one aide. Seeing-eye dogs, hearing dogs,
and service dogs, etc., may also enter the venue.
(3) When attending the meeting in person, you are kindly requested to assess your health before making a
final judgment as to whether to attend.
The Company’s website:

https://jp.weathernews.com/irinfo/ (in Japanese)2

Information on Advance Acceptance of Questions and Opinions
We will take questions and opinions from shareholders for the 38th Annual General Meeting of
Shareholders in advance through our website. Any matters of high interest may be covered at the meeting.
https://jp.weathernews.com/irinfo/event/38th-shareholder-meeting/ (in Japanese)
Submission deadline: 5:00 p.m. Friday, August 9, 2024

Information on Live Stream
The Company will stream the General Meeting of Shareholders live on the Internet so that shareholders
can view the meeting at home. To protect the privacy of shareholders, the stream will only show theofficers’ seating area during the meeting. Also please note that shareholders viewing the stream will be
unable to exercise their voting rights or ask questions via the Internet platform.
1.

Date and streamingschedule

Saturday, August 17, 2024, from 10:00 a.m. Japan time to theconclusion of the meeting

2.

Accessing thestreamPlease access the URL given in 3. below and enter your “Shareholder
ID” and “Password” from the login screen.

3.

Streaming website

https://www.virtual-sr.jp/users/weathernews/login.aspx (in Japanese)
Please check the notice of convocation for your login ID andpassword.

[Note]
 Please be noted that a communication failure could potentially occur in the form of a temporary
disruption or suspension of live streaming video or audio, depending on your device environment (i.e.,functions and performance), internet connection environment, or other factors. Please be noted inadvance that if this occurs, the meeting might continue only with the shareholders present at the venue,
without waiting for the communication failure to be resolved.

3

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1:

Appropriation of Surplus

The Company desires to gain greater support from stakeholders who sympathize with the corporate dream“Saving the lives of sailors. Saving the future of our planet too.” and the projects oriented toward that dream,and intends to expand the number of shareholder supporters in the mid to long term.
The Company distributes profit based on one of its general management principles of “high contribution,high profit, high sharing.” While prioritizing strategic business investments that promote mid- to long-termbusiness, the Company determines dividends by comprehensively taking into consideration the optimal levelof shareholders’ equity, the investing environment, and profits as long-term stable dividends. Furthermore, theCompany will additionally consider matters such as flexible shareholder returns by taking into consideration
long-term, stable dividends in addition to the business environment, capital efficiency, stock price levels, andother factors.
Regarding the dividends for the fiscal year ended May 31, 2024, we will pay an annual ordinary dividendof ¥120 per share. Because we already paid an interim dividend of ¥60 per share in January for the year underreview, we will provide ¥60 per share as a year-end dividend as described below.
Matters concerning the year-end dividends(1) Type of property dividends(2) Matters concerning the distribution of property
dividends to shareholders and the total amountthereof(3) Effective date of the dividends from surplus

Cash¥60 per share of common stock of the Company
Total amount: ¥662,696,940
August 19, 2024

4

Proposal No. 2:

Election of Six (6) Directors

The Company’s Articles of Incorporation provide that the term of office for Directors be one year. This isintended to clarify the Directors’ responsibility for achieving the performance targets of each fiscal year andconfirm shareholders’ confidence in Directors for each fiscal year. According to the provisions of said Articles
of Incorporation, the term of office of six (6) Directors of the Company will expire at the conclusion of this
General Meeting of Shareholders. Accordingly, we propose the election of six (6) Directors.
The candidates for the position of Director are as follows:
No.

Name

Current positions at theCompany

Number of Boardof Directors’
meetings attended

1[Reappointed]

Chihito Kusabiraki

Representative Director, Chair

13 out of 13

2[Reappointed]

Tomohiro Ishibashi

President and Representative
Director
President and Executive Officer

13 out of 13

3[Reappointed]

Masanori Yoshitake

Director
Executive Officer

13 out of 13

Shigeru Muraki

Director (External)

13 out of 13

Yukihiro Akimoto

Director (External)

13 out of 13

Director (External)

13 out of 13
Of which 2 wereattended as Audit& Supervisory
Board Member(External)

4

5

6

[Reappointed][External][Independent][Reappointed][External][Independent][Reappointed][External][Independent]

Izumi Hayashi

5Reference
Shown below are the expertise and experience of the candidates for the position of Director.
Corporate

Finance/management Accounting
ChihitoKusabiraki
Tomohiro
Ishibashi

Yukihiro
Akimoto
Izumi
Hayashistrategy/

management

Marketing○○○Masanori

MurakiBusiness

Risk

○

○

Yoshitake
Shigeru

Legal affairs/

Innovation/

Personnel/

GlobalDX

Organization

business○○

Sustainability

○
○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○
○

○

The information shown above is not intended to represent all of the expertise and knowledge of the candidates
for the position of Directors.

6

Reference[Reason for selecting each item in the skill matrix]
Skill item

Reason for selection
Knowledge, experience, and achievements regarding corporate management as a whole are

Corporate management

necessary in order to formulate and implement a continuous growth strategy in the mid tolong term in the significantly changing business environment.
Knowledge and experience in the fields of finance and accounting are necessary in order

Finance/ Accounting

not only to prepare accurate financial reports, but also to build a solid financial foundation,
promote growth investments for the continuous improvement of corporate value, andformulate financial strategies to realize the reinforcement of shareholder returns.
Knowledge of and experience in legal affairs and risk management are necessary in order

Legal affairs/ Risk

to maintain a corporate governance system that implements continuous growth and mid- to

management

long- term improvements in corporate value, and to build a risk management system thatmakes global project development, etc., possible.
As the Company stipulates scaling its business in the fifth growth period, knowledge andBusiness strategy/

experience regarding marketing activities and sales strategies that accurately ascertain

Marketingchanges in the business environment and in customer needs are necessary in order to strive
for continuous growth and improvement of corporate value.
Based on the “Challenge to Innovative Service” prescribed in the Company’s Corporate
Philosophy, knowledge and experience in innovation and DX are necessary in order toInnovation/ DX

achieve the establishment of an AI operation model, which is an important measure in the
mid-term management plan, and to promote digital transformation (DX) and improve
productivity by developing IT infrastructure, etc.
Knowledge and experience in personnel and organization including diversity are necessary,

Personnel/
Organization

as it is essential to create an environment where diverse human resources can demonstrate
their respective strengths and work proactively, and to develop human resources who
support the growth to do so, in order to strive for continuous growth and improvement ofcorporate value.
Core members with overseas experience are necessary in order to build the global business

Global businessstructure stipulated in the mid-term management plan and expand the overseas domain andscope of the Group’s business, taking into account the scaling of business in the fifth
growth period.
Knowledge and experience in the field of sustainability (particularly related to climate

Sustainabilitychange) are necessary in order to advance efforts to achieve the dream of “Saving the livesof sailors. Saving the future of our planet too.” and to achieve the contribution to asustainable global environment prescribed in the mid-term management plan.

7

Candidate No.

1
Reappointed

Chihito Kusabiraki

Date of birth
March 18, 1965

Number of shares of the Company held
82,891

Past experience, positions and responsibilities (Significant concurrent positions)
April 1987

Joined the Company

April 1993

General Manager, CSS Business Department, Marketing Division

June 1993

General Manager, Aviation Business Department, Marketing Headquarters

June 1996

General Manager, Disaster Prevention/Aviation Business Division

August 1996

Director

August 1997

Managing Director

August 1999

Executive Vice President and Representative Director

September 2006

President and Representative Director (in charge of overall management and sales in Asia,
Europe, and the United States)

August 2016

President and Representative Director (Chief Executive Officer)

July 2021

President and Representative Director, and President and Executive Officer (Chief Executive
Officer)June 2024

Representative Director, Chair (to present)

Significant concurrent positionCouncil Member of Administrative Council, Chiba University
Reason for nominating the candidate for Director
Mr. Chihito Kusabiraki has outstanding insight and achievements in the fields of disaster prevention and aviation
business in which he has been engaged since joining the Company. He also has excellent managerial skills
developed through his experience, particularly his experience serving as the General Manager of the Disaster
Prevention/Aviation Business Division, combined with personal qualities that are suitable for the corporate managerof the Company. Based on the aforementioned, he has assumed office as President and Representative Director since2006 and Representative Director and Chair since 2024, and we have reelected him as a candidate for Director.
The number of years in office as Director (as of the conclusion of this General Meeting of Shareholders): 28 years

Candidate No.

2
Reappointed

Tomohiro Ishibashi

Date of birth
March 28, 1975

Number of shares of the Company held
169,801

Past experience, positions and responsibilities (Significant concurrent positions)
April 1998

Joined Hewlett-Packard Japan, Ltd.

October 2000

Joined the Company

August 2003

MOBILE Service Group Leader

December 2006

Director, WITH STATION Inc.

November 2007

Representative Director, WITH STATION Inc.

August 2008

Director of the Company (in charge of overall BtoS business)

May 2012

Director (in charge of sales in the United States)

May 2014

Director (in charge of BtoS business sales)

August 2016

Executive Officer (in charge of Mobile/Internet Planning)

June 2020

Executive Officer (in charge of Public Relations)

August 2020

Managing Director

July 2021

Director and Managing Officer

July 2022

Director and Senior Managing Officer

June 2023

Director and Executive Vice President

June 2024

President and Representative Director, and President and Executive Officer (Chief Executive
Officer) (to present)

Reason for nominating the candidate for Director
Mr. Tomohiro Ishibashi has outstanding insight and achievements in the BtoS business, in which he has been
engaged since joining the Company. He also has excellent managerial skills developed through his experience inglobal business, particularly his experience in sales in the United States, combined with personal qualities that aresuitable for the corporate manager of the Company. Accordingly, we have reelected him as a candidate for Director.
The number of years in office as Director (as of the conclusion of this General Meeting of Shareholders): 12 years in
total

8

Candidate No.

3
Reappointed

Masanori Yoshitake

Date of birth
October 14, 1972

Number of shares of the Company held
19,586

Past experience, positions and responsibilities (Significant concurrent positions)
July 1996

Joined the Company

June 2004

General Manager, Fukuoka Branch

December 2006

Leader, Station Sales Division of WITH STATION Inc.

June 2011

Group Leader, General Affairs Department of the Company

August 2014

Director (in charge of general affairs)

August 2015

Director (in charge of overall accounting, financial, and general affairs)

August 2016

Managing Director (Chief Financial Officer)

August 2017

Director and Managing Officer (Chief Financial Officer)

June 2019

Director and Managing Officer

August 2019

Managing Director

June 2024

Director and Executive Officer (to present)

Reason for nominating the candidate for Director
Mr. Masanori Yoshitake has outstanding insight and achievements in the field of general affairs in which he has been
engaged since joining the Company. He also has excellent managerial skills developed through his experience,
particularly his experience serving as the Group Leader of the General Affairs Department and of being in charge ofoverall accounting, financial, and general affairs, combined with personal qualities that are suitable for taking on ashare of the duties of managing the Company. Based on the aforementioned, we have reelected him as a candidate
for Director.
The number of years in office as Director (as of the conclusion of this General Meeting of Shareholders): 10 years

9Candidate No.

4
Reappointed

Shigeru Muraki

Date of birthAugust 29, 1949

Number of shares of the Company held
1,000

Past experience, positions and responsibilities (Significant concurrent positions)
July 1972

Joined Tokyo Gas Co., Ltd.

External

June 1996

Manager of Resource Research and Development Group, Gas Resources Dept., Tokyo Gas Co.,Ltd.

Independent

June 2000

General Manager of Gas Resources Dept., Tokyo Gas Co., Ltd.

June 2002

Executive Officer and General Manager of Gas Resources Dept. of Strategic Planning Div.,Tokyo Gas Co., Ltd.

April 2004

Senior Executive Officer and Chief Executive of R&D Div., Tokyo Gas Co., Ltd.

April 2007

Senior Executive Officer, Chief Executive of Energy Solution Div., Tokyo Gas Co., Ltd.

June 2007

Director, Senior Executive Officer, Chief Executive of Energy Solution Div., Tokyo Gas Co.,Ltd.

April 2010

Representative Director and Executive Vice President, Tokyo Gas Co., Ltd.

April 2014

Director and Vice Chairman, Tokyo Gas Co., Ltd.

June 2015

Executive Adviser, Tokyo Gas Co., Ltd.

August 2018

Director (External) of the Company (to present)

July 2023

Senior Adviser (Shayuu), Tokyo Gas Co., Ltd. (to present)

Significant concurrent position
President (part-time), Clean Fuel Ammonia Association
Outside Director, WORLD TRADE CENTER BUILDING, INC.
Trustee (part-time), Planning and Design Center for Greener Ships
Reason for nominating the candidate for Director (External) and overview of expected roles
Mr. Shigeru Muraki possesses deep insight and supervisory capabilities developed over many years as a corporate
manager. Since his election as Director at the 32nd Annual General Meeting of Shareholders held on August 11,
2018, he has furnished sound advice regarding management of the Company and performed a supervisory function
from a standpoint of independence. Accordingly, we have reelected him as a candidate for Director (External). We
expect him to contribute to, among other things, the decision-making of the Board of Directors from diverse pointsof view, improvement of supervising functions over the management and ensuring managerial transparency by
expressing opinions at the Board of Directors’ meetings from an independent standpoint based on his deep insightand abundant experience.
The number of years in office as Director (External) (as of the conclusion of this General Meeting of Shareholders):
6 years10

Candidate No.

5
Reappointed
External
Independent

Yukihiro Akimoto

Date of birth
September 9, 1944

Number of shares of the Company held0

Past experience, positions and responsibilities (Significant concurrent positions)
April 1970

Joined NSK Ltd.

January 1980

Joined Kentucky Fried Chicken Japan, Ltd.

February 1987

Director and Vice President, Japan Pepsi-Cola Company

December 1988

Managing Director, Kentucky Fried Chicken Japan, Ltd.

October 1993

Representative Director and President, Nike Japan, Inc.

September 1995

Representative Director and President, Guerlain, Inc.

May 2006

Representative Director, YA Partners, Inc. (to present)

August 2021

Director (External) of the Company (to present)

Significant concurrent position
Representative Director, YA Partners, Inc.
Outside Director, LENAJAPON Institute, Inc.
Outside Director, e-LogiT co., ltd.
Reason for nominating the candidate for Director (External) and overview of expected roles
Mr. Yukihiro Akimoto possesses abundant knowledge and experience in BtoC businesses as well as deep insight andsupervisory capabilities developed as a corporate manager of global companies. Since his election as Director at the35th Annual General Meeting of Shareholders held on August 14, 2021, he has furnished sound advice regarding
management of the Company and performed a supervisory role from a standpoint of independence. Accordingly, we
have renominated him as a candidate for Director (External). We expect him to contribute to, among other things, thedecision-making of the Board of Directors from diverse points of view, improvement of supervising functions overthe management and ensuring managerial transparency by expressing opinions at the Board of Directors’ meetingsfrom an independent standpoint based on his deep insight and abundant experience.
The number of years in office as Director (External) (as of the conclusion of this General Meeting of Shareholders):
3 years11

Candidate No.

6
Reappointed
External
Independent

Izumi Hayashi

Date of birthAugust 20, 1958

Number of shares of the Company held0

Past experience, positions and responsibilities (Significant concurrent positions)
April 1986

Prosecutor, Nagoya District Public Prosecutors Office

March 1987

Registered as an attorney-at-law (Tokyo Bar Association)

March 1987

Joined Logan, Takashima & Nemoto Law Offices

March 1993

Partner, Eitai Sogo Law Offices

January 2015

Partner, Sakurazaka Law Offices (to present)

August 2019

Audit & Supervisory Board Member (External) of the Company

August 2023

Director (External) of the Company (to present)

Significant concurrent position
Lawyer / Partner, Sakurazaka Law Offices
Director (outside), NOF CORPORATION
Board Member of Hitotsubashi University
Director (External), Audit & Supervisory Committee Member of Nifco Inc.
Reason for nominating the candidate for Director (External) and overview of expected roles
Ms. Izumi Hayashi has deep insight into fields including corporate legal affairs, intellectual property, and corporate
compliance, which was cultivated through many years of experience as an attorney-at-law, as well as a high level of
insight into diversity and inclusion. Since her election as Director at the 37th Annual General Meeting of
Shareholders held on August 19, 2023, she has furnished sound advice regarding management of the Company andperformed a supervisory role from a standpoint of independence. Accordingly, we have renominated her as a
candidate for Director (External). Although she has no experience of being involved in the management of acompany other than as an outside officer, we expect her to contribute to, among other things, the decision-making of
the Board of Directors from diverse points of view, improvement of supervising functions over the management andensuring managerial transparency by expressing opinions at the Board of Directors’ meetings from an independent
standpoint based on her deep insight and abundant experience.
The number of years in office as Director (External) (as of the conclusion of this General Meeting of Shareholders):
1 yearNotes:
1. No material conflict of interest exists between the Company and any of the above candidates.
2. Shigeru Muraki, Yukihiro Akimoto and Izumi Hayashi are candidates for Director (External). The Company has notified
to Tokyo Stock Exchange, Inc. that they are Independent Officers pursuant to the provisions of the Exchange.
3. Izumi Hayashi’s name on the Family Register is Izumi Sakamoto.
4. The Company has entered into agreements (limited liability agreements) with Shigeru Muraki, Yukihiro Akimoto, andIzumi Hayashi in accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, to limit their liability
for damages under Article 423, Paragraph 1 of the said Act. The maximum amount of liability for damages under theagreements is the minimum liability amount stipulated in Article 425, Paragraph 1 of the Companies Act, and if thereelection of Shigeru Muraki, Yukihiro Akimoto, and Izumi Hayashi is approved, the Company plans to renew theagreements.
5. The number of shares held by each of the above candidates is the figure as of May 31, 2024 and includes the number of
those held thereby through the Shareholding Association of Weathernews Directors.
6. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3,
Paragraph 1 of the Companies Act with an insurance company, with all of the Company’s Directors and Audit &Supervisory Board members included as the insureds. This insurance policy covers the insured’s losses and such costs
as related litigation expenses incurred from claims for damages arising from acts carried out by the insured during theexecution of their duties for the Company, and the premiums for the insured are fully borne by the Company. If this
proposal is approved and adopted, the candidates will be included as insureds in the policy. The Company plans to renew
the said insurance policy with the above details during their terms of office.

12

(Reference) Standard for Nominating Candidates for Directors and Audit & Supervisory Board Members and Standard for the
Independence of Directors (External) and Audit & Supervisory Board Members (External)
1) Standard for Nominating Candidates for Directors and Audit & Supervisory Board Members
The Company nominates candidates for Directors in consideration of the following standards.
1. Legality- A person who has no reason for disqualification- A person who can fulfill the duty of care and fiduciary duties as a person entrusted with management responsibilities
2. Eligibility- A person who has excellent, well-rounded personal qualities (i.e., fair, modest, honest and open-minded, disciplined, helps
others achieve their wishes and intentions, and graciously accepts defeat), is talented as a corporate manager, and canappropriately dedicate his/her efforts and contribute to the Company’s management- A person who can understand and sympathize with the Company’s businesses and culture- A person who remains physically and mentally healthy in the performance of his/her duties
3. Area of specialty and originality- A person who has outstanding capabilities (ability, knowledge, and experience) and achievements in the area of his/her
specialty- A person who is capable of grasping the essence of things without being fettered by conventional concepts and has
capabilities and a track record of success in recreating them, sometimes through a process of creative destruction.
4. Independence and diversity- A person prepared to frankly ask questions and equipped with the mental independence necessary to propose alternatives- A person who is not a relevant person from the Company who holds a controlling interest in the Company or has any conflictof interest with the Company
2) Standard for the Independence of Directors (External) and Audit & Supervisory Board Members (External)
The Company judges whether or not candidates are independent in consideration of their personal relationships, capital
relationships, transactional relationships, or other relationships of interest with the Company in accordance with the independence
standard determined by a financial instruments exchange, in addition to judging whether the candidates meet the requirements
for director (external) stipulated in the Companies Act.

13

(Reference) Composition of the Board of Directors of the Company
If Proposal No. 2 is approved as proposed, as shown in the table below, Directors (External) and Audit &Supervisory Board members (Non-executive Directors and Audit & Supervisory Board members) who
undertake a role of supervising and monitoring Executive Directors will account for six out of the nine of theCompany’s Board of Directors, and Directors (External) and Audit & Supervisory Board members (External)
will account for five out of the nine, after this General Meeting of Shareholders. The Company will thus ensuresufficient consideration from multidirectional perspectives and objective decision-making by the Board of
Directors.
Candidate No.

Proposal No. 2

Directors
Audit &
Supervisory Board
members

Attendees at the Board of Directors’ meetings

Note: [External]:

Name

Position1

Chihito Kusabiraki

Representative Director,
Chair

2

Tomohiro Ishibashi

President and Representative
Director

3

Masanori Yoshitake

Director

4

Shigeru Muraki[External][Independent]

5

Yukihiro Akimoto[External][Independent]

Non-executive

Director

6

Izumi Hayashi[External][Independent]

Non-executive

Director

Yasushi Sugino–

Non-executive

Audit & Supervisory Board
member (Permanent)

Fumitaka Koyama[External][Independent]

Non-executive

Audit & Supervisory Board
memberAyami Toda

[External][Independent]

Non-executive

Audit & Supervisory Board
memberNon-executive

Director

Director (External) or Audit & Supervisory Board member (External)[Independent]:

Independent Officer

Non-executive:

Non-executive Director and Audit & Supervisory Board member

14

(Appendix)

Business Report(From June 1, 2023, to May 31, 2024)

1. Overview of the Company Group(1) Business Progress and Resultsi) Business environment
The Company provides weather services to corporations and individuals, including transportation andinfrastructure companies in the land, sea, and air domains for corporations, and to the general public throughits apps and media platforms for individuals. The Mobile/Internet Business Division, which drives theCompany’s sales, operates mainly in Japan and consists of subscription service sales and advertising revenue
from its app “Weathernews.” In the fiscal year ended May 31, 2024 (the “fiscal year under review”), the need
for weather information further increased in Japan against the backdrop of increasingly severe extreme
weather events and frequent occurrence of weather disasters due to climate change. In addition, the Sea
Business Division, which accounts for the largest proportion of corporate sales, has a global presence. Our
main service is to support large vessels on long voyages across countries and regions. Freight traffic in the
global marine transportation market and the underlying geopolitical risks affect business performance. In thefiscal year under review, freight traffic slowed down due to the unstable international situation in theEuropean region.
In this business environment, in terms of the Company’s sales, in the Mobile/Internet Business Division,
subscription service sales and advertising revenue increased as app users grew in number due to the raised
public profile of the service through investment in advertising as well as improved advertising market
conditions. On the other hand, the sales growth was slower than initially expected due to a decrease in sales
to mobile carriers in subscription service sales. In addition, the Company’s weather forecasting service“Weathernews” won the No. 1 position in forecast accuracy (accuracy rate) for the year of 2023. This is thesecond consecutive year that the Company has won the award, following 2022. In the Sea Business Division,
despite freight traffic remaining weak due to sluggish demand for vessels and logistics disruptions in the Red
Sea, revenue increased due to the expansion of service routes for some customers, new orders for a service
for environmentally conscious operations, and the impact of foreign exchange rates. In the Land Business
Division, revenue increased due to an increase in the number of customers in the expressway market. As aresult, for the fiscal year under review, consolidated net sales increased 5.3% year over year to ¥22,242
million.
In terms of expenses, advertising investments have been flexibly implemented in light of the current
weather conditions, and decreased year over year due to more stable weather conditions than expected in thefiscal year under review. Personnel expenses increased due to our efforts continuing from the previous fiscal
year to strengthen human resources for SaaS-type product development and other IT development, and humanresources in overseas businesses. Telecommunication costs increased due to the continued implementationof the shift to cloud computing for development and operation environments.
Furthermore, as one-time expenses, the Company incurred costs related to outsourcing and other expenses.
In addition, as part of the review of weather data acquisition strategy based on the mid-term management
15

plan, the Company decided to reduce the production volume of its self-developed weather observation radar
devices from the original plan and to scale back the utilization plan of existing radars, and recorded disposal
costs and valuation losses, etc., respectively.
As a result, operating profit increased 0.4% year over year to ¥3,270 million, ordinary profit increased
1.7% year over year to ¥3,341 million, and profit attributable to owners of parent increased 1.7% year overyear to ¥2,437 million.
ii) Business overview by business field

BusinessdomainBusiness segment

Previous Fiscal Year ended May
Fiscal Year ended May 31, 2024
31, 2023(from June 1, 2023, to May 31, Rate of change(from June 1, 2022, to May 31,
2024)
(%)
2023)
(Millions of yen)
(Millions of yen)

Sea

Sea

5,503

5,813

5.6

Sky

Sky

1,235

1,261

2.1

3,202

3,495

9.1

Environment

1,044

1,184

13.4

Other BtoB

50

123

142.8

2,247

2,159

(3.9)

7,829

8,206

4.8

21,114

22,242

5.3(Total BtoB business)

11,037

11,877

7.6(Total BtoS business)

10,077

10,365

2.9

Land
Land

BtoB

BroadcastInternet

Mobile/Internet

BtoS

Total

(Reference) Net sales by region

Regional segment

Previous Fiscal Year ended May
Fiscal Year ended May 31, 2024
31, 2023(from June 1, 2023, to May 31, Rate of change(from June 1, 2022, to May 31,
2024)
(%)
2023)
(Millions of yen)
(Millions of yen)

Japan

6,616

7,044

6.5

Asia

2,213

2,451

10.7

Europe

1,865

1,984

6.4

Americas

341

397

16.4

Total BtoB business

11,037

11,877

7.6

Japan

9,371

9,743

4.0

Asia

705

621

(11.9)

Europe–––Americas0–(100.0)10,077

10,365

2.9

21,114

22,242

5.3

Total BtoS business
Total

16

Note:
1. Until the previous fiscal year, sales were disclosed after being classified as Tollgate sales, which are sales continually
generated in the form of consideration for provision of services, and SRS (Stage Requirement Settings) sales, which are
one-time examination and system sales. However, the Company has abolished these sales classifications as the ratio of
SRS sales to overall sales has decreased.
2. BtoS business refers to business targeting individuals (“S” stands for supporters).

iii) Capital investments
For the fiscal year ended May 31, 2024, the Company Group made capital investments (for property, plantand equipment and intangible assets) of ¥349 million (versus ¥413 million for the previous fiscal year).
The main investments were for the infrastructure to realize value-creation services and renewals forbusiness continuation.
iv) Financing
The necessary funds of the Group for the fiscal year under review were furnished by its own resources.
v) Transfer of business, absorption-type company split or incorporation-type company split
Not applicablevi) Business taken over from other companies
Not applicablevii) Succession of rights and obligations with respect to business of other companies through absorption-typecompany merger or split
Not applicableviii)Acquisition and disposal of shares and other equity interests or share acquisition rights of other companies
Not applicableix) Mid- to long-term company management strategies and issues to be addressed
1. Basic principles of management strategies
Toward the corporate dream of “Saving the lives of sailors. Saving the future of our planet too,” theGroup has made being the world’s largest “weather content maker,” providing the most abundant, updated
and speediest content services along with supporters and addressing social risks related to weather andenvironment as its basic concept, and while originally developing new markets as a global leader in theweather content market, it aims to achieve “value creation for supporters” and maximize corporate value.
In addition, in order to realize this concept, we believe that our mission is to become a Full Service“Weather & Climate” Company, treating “the largest database in the world, the most accurate forecastingin the industry, and a community in every market” as our core competence.
2. Issues to be addressed (mid-term management plan)
The Group uses net sales, operating profit margin and ROE as key management indicators. In thegrowing weather content market, we believe that we can link net sales growth with corporate growth byrealizing the expansion of sales of services that generate continuous sales (recurring sales). A mid-term
17management plan has been formulated for the three-year period beginning June 2023 based on thisrecognition. For details, please refer to the mid-term management plan document on our website.
https://jp.weathernews.com/irinfo/plan/x) Outlook
In terms of sales, we expect continued growth in the Mobile/Internet Business Division due tosubscription service sales resulting from enhancement of original content and an increase in advertising
revenue through further expansion of the advertising business. In the Sea Business Division, we plan toincrease revenues by expanding sales of routing services in the European region, and in other BtoB
businesses such as the Land Business Division, the Environment Business Division, and the Climate TechBusiness Division, we plan to grow by shifting to a SaaS-type business model.
For investments, we plan to invest in human resources, mainly to strengthen our overseas sales structure,
in data and cloud computing in anticipation of full-scale development of our SaaS-type business, in global
weather data acquisition, and in ongoing advertising in the Mobile/Internet Business Division.
As a result of the above, the Group expects to achieve consolidated net sales of ¥23,500 million,
operating profit of ¥3,800 million, ordinary profit of ¥3,800 million, and profit attributable to owners ofparent of ¥2,700 million for the fiscal year ending May 31, 2025. The exchange rate is assumed to be ¥150
per U.S. dollar.
(2) Trends in Assets and Income

35th fiscal year
ended
May 31, 2021

36th fiscal year
ended
May 31, 2022

37th fiscal year
ended
May 31, 2023

38th fiscal year
ended
May 31, 2024

Net sales (Millions of yen)

18,843

19,65021,114

22,242

Operating profit (Millions of yen)

2,444

2,904

3,256

3,270

Ordinary profit (Millions of yen)

2,554

3,063

3,284

3,341

Profit attributable to owners ofparent (Millions of yen)

1,861

2,157

2,398

2,437

Net assets (Millions of yen)

15,43916,843

18,40019,788

Total assets (Millions of yen)

17,692

19,127

20,97923,058

Net assets per share (Yen)¥1,399.19¥1,523.28¥1,661.26¥1,783.60

Basic profit per share (Yen)¥169.81¥196.25¥217.67¥220.85

12.5

13.4

13.7

12.8

Item

Return on equity (%)(3) Material Parent Company and Subsidiariesi) Relationship with a Parent Company
Not applicable18ii) Material Subsidiaries and Affiliates
Company nameShare capital

The
Company’s
percentage ofequityparticipation

WEATHERNEWS AMERICA
INC.

USD 81,644

100.0%

WEATHERNEWS U.K. LTD.

GBP 272

100.0%

Weathernews Benelux B.V.

EUR 180,000

100.0%

Weathernews France SAS

EUR 3,607,059

100.0%

WEATHERNEWS HONG
KONG LIMITEDHKD 1,594,000

100.0%

Weathernews Korea Inc.

KRW 600,000,000

100.0%USD 140,000

100.0%TWD 10,000,000

100.0%

SGD 620,002

100.0%

THB 4,000,000

49.0%

Weathernews Shanghai Co, Ltd.
WEATHERNEWS TAIWANLTD.
WEATHERNEWS SINGAPORE
PTE. LTD.
WEATHERNEWS (THAILAND)
CO., LTD.

Principal businessComprehensive weather
information services
Comprehensive weather
information services
Comprehensive weather
information services
Comprehensive weather
information services
Comprehensive weather
information services
Comprehensive weather
information services
Comprehensive weather
information services
Comprehensive weather
information services
Comprehensive weather
information services
Comprehensive weather
information services

Notes:
1 Liquidation of Weathernews India Pvt. Ltd. was completed as of February 28, 2024.
2 WEATHERNEWS (THAILAND) CO., LTD. was established as a local subsidiary in the Kingdom of Thailand on
January 22, 2024. Although our equity interests are less than 50/100, WEATHERNEWS (THAILAND) CO., LTD. has
been designated as a consolidated subsidiary due to our substantial control over the company.

iii) Major Affiliates
Not applicable19(4) Major Business Locations
Headquarters: Makuhari Techno-Garden, 1-3 Nakase, Mihama-ku, Chiba-city, Chiba Prefecture, Japan
Major Sales Offices: 10 domestic offices, 13 overseas offices
Sapporo SSB

New York SSB(USA)

Sendai SSB

London SSB(UK)Tokyo SSB

Copenhagen SSB (Denmark)Niigata SSB

Athens SSB(Greece)Kanazawa SSB

Paris SSB

(France)

Nagoya SSB

Hong Kong SSB(Hong Kong)

Osaka SSB

Seoul SSB

(South Korea)

Hiroshima SSB

Shanghai SSB(China)Takamatsu SSB

Taipei SSB(Taiwan)Fukuoka SSB

New Delhi SSB(India)Singapore SSB(Singapore)

Bangkok SSB(Thailand)

Manila SSB(Philippines)

Major Service & Operation Centers: 8 centers
Global Center(Japan, Headquarters)

Oklahoma(USA)

Amsterdam(Netherlands)

Copenhagen(Denmark)

Paris(France)Athens(Greece)

Manila(Philippines)

Yangon(Myanmar)

Other Overseas Offices: 1 officeHanoi SSB

(Vietnam)

Other Overseas Agencies: 4 offices
Milan(Italy)Kuala-Lumpur(Malaysia)

Jakarta(Indonesia)

Kathmandu(Nepal)Notes:
1. “SSB” refers to offices that are strategic sales bases or representative offices in the preliminary phase of operations.
2. The Company has set up agencies in order to strengthen sales and marketing activities in line with its global businessdevelopment.

20

2. Status of the Company(1) Matters Related to Shares of the Company (As of May 31, 2024)i)

Total number of shares authorized to be issued:ii)

Total number of shares outstanding:

47,000,000 shares

11,844,000 shares(no change compared with the previous year)

Note: This number includes 799,051 shares of treasury shares.

iii) Number of shareholders

16,551 persons(includes 14,247 shareholders of shares constituting one unit)

iv)

Major shareholders
Shareholder name

Number of shares

Shareholding ratio (%)

1,700,000

15.39

1,700,000

15.39

606,500

5.49

460,1174.17

360,000

3.26

360,000

3.26

353,800

3.20

200,000

1.81

180,000

1.63

169,800

1.54

WNI WxBunka Foundation
WNI Institute Inc.
The Master Trust Bank of Japan, Ltd. (trust account)
Weathernews Employee Supporter Shareholding
Association
The Chiba Bank, Ltd.
MUFG Bank, Ltd.
Taeko Ishibashi
Nippon Life Insurance Company
Sumitomo Mitsui Banking Corporation
Tomohiro Ishibashi
Notes:

1. Although the Company owns 799,051 shares of treasury shares, it is excluded from the major shareholders above.
2. The shareholding ratio has been calculated excluding treasury shares.
3. All of the shares held by The Master Trust Bank of Japan, Ltd. (trust account) are related to the trust services.
4. On June 7, 2023, Asset Management One Co., Ltd. submitted a Statement of Changes to a Statement of Large-Volume
Holdings pertaining to the Company’s stock to the Director-General of the Kanto Finance Bureau. Whereas theStatement of Large-Volume Holdings states that Asset Management One’s holdings amount to 490,200 shares as of
May 31, 2023, we did not include Asset Management One among the major shareholders of the Company listed above
because we could not confirm the number of shares substantially held at the end of the fiscal year ended May 31, 2024.
5. On December 18, 2023, Mitsubishi UFJ Financial Group, Inc. submitted a Statement of Large-Volume Holdings
pertaining to the Company’s stock to the Director-General of the Kanto Finance Bureau. Whereas the Statement ofLarge-Volume Holdings states that Mitsubishi UFJ Financial Group’s holdings amount to 515,900 shares as ofDecember 11, 2023, we did not include Mitsubishi UFJ Financial Group among the major shareholders of the Company
listed above because we could not confirm the number of shares substantially held at the end of the fiscal year ended
May 31, 2024.

21

v)

Status of shares delivered to officers of the Company as consideration for execution of duties during the
fiscal year under review

Directors excluding Directors (External)

Number of shares

Number of recipients

3,000

4

Note:
1. The details of share-based payments of the Company are stated in “2. (2) (v) Amount of remuneration for Directors andAudit & Supervisory Board members” (available in Japanese only) of the Business Report.
2. The above number of shares includes shares delivered to officers who have already retired.

(2) Company Officersi) Directors and Audit & Supervisory Board members
Position
President andRepresentative
Director

Name
Chihito Kusabiraki

Director
Director

Tomohiro Ishibashi
Masanori Yoshitake

Director (External)

Shigeru Muraki

Director (External)

Yukihiro Akimoto

Director (External)

Izumi Hayashi

Audit & Supervisory
Board member(Permanent)
Audit & Supervisory
Board member(External)
Audit & Supervisory
Board member(External)

Yasushi Sugino(As of May 31, 2024)
Areas of responsibility and significant concurrent position
President and Executive Officer
Chief Executive Officer
Council Member of Administrative Council, Chiba
University
Executive Vice PresidentManaging Officer
Chief Financial Officer
President (part-time), Clean Fuel Ammonia Association
Outside Director, WORLD TRADE CENTER BUILDING,
INC.
Trustee (part-time), Planning and Design Center for Greener
Ships
Representative Director, YA Partners, Inc.
Outside Director, LENAJAPON Institute, Inc.
Outside Director, e-LogiT co., ltd.
Lawyer / Partner, Sakurazaka Law Offices
Director (outside), NOF CORPORATION
Director (External), Audit & Supervisory Committee
Member of Nifco Inc.
Board Member of Hitotsubashi University

Fumitaka Koyama
Ayami Toda

Lawyer / Partner, Tokyo-Kamiyacho Law Office

Notes:
1. Audit & Supervisory Board member Fumitaka Koyama possesses considerable insight regarding finance and accounting
through his involvement in corporate management operations at a leading trading company and a leading apparelcompany.
2. The Company has no special interest relationships expected to create problems or hinder the performance of the duties
of Directors (External) or Audit & Supervisory Board members (External) with any of the Directors (External), Audit& Supervisory Board members (External), or entities in which the Directors (External) or Audit & Supervisory Board
members (External) concurrently hold positions.

22

3. Pursuant to the provision of Tokyo Stock Exchange, Inc., the Company has designated Directors Shigeru Muraki,
Yukihiro Akimoto, and Izumi Hayashi, and Audit & Supervisory Board members Fumitaka Koyama and Ayami Toda
as Independent Officers, and has so notified the said Exchange.
4. Sawato Hayashi resigned from his post as Director effective April 30, 2024. In addition, at the time of his resignation,
he held the post of Executive Vice President and did not hold any significant concurrent positions.

ii) Overview of limited liability agreement
The Company has entered into an agreement with each of the Directors (External), Audit & Supervisory
Board members (External), and Audit & Supervisory Board members to limit his/her liability for damages
under Article 423, Paragraph 1 of the Companies Act pursuant to the provisions of Article 427, Paragraph 1of the said Act.
The maximum amount of liability for damages under the agreement is the amount stipulated in Article 425,
Paragraph 1 of the Companies Act.
iii) Overview of directors and officers liability insurance policy
The Company has entered into a directors and officers liability insurance policy as provided for in Article
430-3, Paragraph 1 of the Companies Act with an insurance company, with the Company’s Directors, Audit& Supervisory Board members, Executive Officers, important employees and others included as the insureds.
Overview of the policy is as follows:1)

Scope of insureds
Directors, Audit & Supervisory Board members, Executive Officers, important employees andother members of the Company

2)

Summary of the policyActual portion of insurance premiums borne by the insureds
The insurance premiums, including those for special clauses, are borne by the Company, andthere are no insurance premiums actually borne by the insureds (other than the Company).

Summary of insurance incidents covered
The policy covers a legally mandated amount of indemnification and losses arising from theinsured bearing the litigation expenses.



Measures to ensure that the proper performance of duties of officers, etc., is not impaired
There are certain exclusions under the insurance policy, such as incidents attributable to actsof disloyalty, criminal acts, fraud or acts in violation of laws or regulations carried out by the
insured with full knowledge of their illegality.

23iv) Executive Officers and Technical Director (Treated as Executive Officer)
1) Executive Officers
Name and area of responsibility of each Executive Officer as of June 1, 2024 are as follows.
Name
Areas of responsibility* President andTomohiro Ishibashi
Chief Executive Officer
Executive Officer
Mobile/Internet Business Division
Head of Land Business Domain* Executive Officer
Masanori Yoshitake
Chief Financial Officer
Executive Officer
Daisuke Abe
Service Operation and Development
Risk Management
Executive Officer
Kwon Keemoon
Sea Business Division
Executive Officer
Ryoichi Unten
Sky Business Division
Executive Officer
Takayoshi Kawahata
Road & Railway Business Division
Executive Officer
Mitsuhiro Ogata
Energy & Retail Business Division
Executive Officer
Takamune Suzuki
Climate Tech Business Division
Executive Officer
Yuji OkiBroadcast Business Division
Executive Officer
Mie Takamori
Service Operations
Executive Officer
Hideaki Dewa
IT System Development
Executive Officer
Masaya Yamamoto
Innovation and Development
Executive Officer
Koki Kato
Finance and Accounting
Executive Officer
Hajime HaradaInternal Audit
Notes:
1. * indicates a person scheduled to serve concurrently as Director.
2. Sawato Hayashi resigned from his post as Executive Vice President effective April 30, 2024. Hidenori Iwasa resigned
from his post as Managing Officer effective May 31, 2024.

2) Technical Director (Treated as Executive Officer)
Name of the Technical Director as of June 1, 2024 is as follows.
Name
Technical Director
Yuichiro Nishi

24

(3) System to ensure the appropriateness of businessi)

Basic approach to corporate governance

The Company’s general management principle is to realize the Company’s purpose of “value creation forsupporters” through the efforts of all its employees and the exchange of information among all of its stakeholders,
including shareholders, customers, officers, and employees, with a deep awareness that the Company is apresence open to the market. Based on this principle, the Company makes efforts to maximize mid- to longterm corporate value and shareholder value. In addition, as a company in alignment with its philosophy to “helpout in times of need,” we consider it to be our mission to realize a society that is sustainable not only in termsof human society and corporate activities, but also in terms of co-existence with the global environment.
Under its corporate commitment to “Transparency,” the Company proactively discloses information far
beyond the scope of statutory information disclosure, including its corporate philosophy, corporate culture,
management strategies, business models, visions toward future value creation, to enunciate the fundamental
approaches underlying its corporate value. Through these efforts, the Company will cultivate mutual reliancewith supporters and thereby aim for mid- to long-term improvement of its corporate value through a co-creative
approach.
The Company’s corporate culture prescribes that the necessary information should be shared with not only
shareholders and customers, but also officers and employees in house, that everything should be discussed
openly, and that all processes of discussion should be made clear. The Company has cultivated this corporate
culture as an “information democracy.” To respond to the ever-changing market circumstances, we aspire to
become an AAC (Aggressively Adaptable Company) in our management philosophy, reflect wisdom and deep
insights from outside the Company into our management, and promote fair business activities.
Under these two policies, our implementation guideline places most importance on efforts by every officer
and employee of the Company to maintain entrepreneurship. The principle of “no autonomy without
independence” forms the bedrock of our management and implementation system. With a “culture of mutual
trust,” we aim to operate as an independently dependent company. We recognize the importance of “monitoringwith our own eyes” without depending too much on indirect information.
The management organization promotes business through service planning, operation, development, andsales for each business unit in order to clarify responsibility for sales and profits in each market. The divisions
providing shared service infrastructures to all business units (share-use infrastructure operation, development
and management divisions) are called SSI. SSI will support each business unit from a professional point of view
and will establish overall improvement in quality and productivity of the entire Company. In addition, Directors
will be responsible for supervision of the overall business and realize a check-and-balance relationship in thesystem for the execution.
For business implementation, we promote decision-making on management issues and the appropriate
implementation, rationalization, and efficiency of management by sharing our corporate vision and management
policy among all of our officers and employees engaged in business operations and unifying their vectors
through AAC (Aggressively Adaptable Company) meetings and SSM (Speed & Scope Merit) meetings. We
emphasize the process above procedures in order to avoid falling into formulaic thinking. We understand that
corporate culture as implicit knowledge is born anew every day, value an explicit knowledge culture in which
corporate culture, wisdom, and information that are known and recognized internally are shared with words,
illustrations and audio visuals via channels such as internal magazines and the intranet, and thereby endeavor to
realize a management system in which all employees are involved and compliance with laws, regulations, andinternal rules. We also grasp the implementation status and progress of our business plans in quantitative and25qualitative terms by establishing the Scoring Committee and evaluate the proposals for new businesses andinfrastructure investment from the standpoints of business strategy and economic rationalism at the investmentcommittee (How Wonderful Committee), while mutually confirming our compliance with laws, regulations,and internal rules from the viewpoint of internal control.
To evaluate the performance of the officers and employees who bear the above system, we use an evaluation
system whereby each officer and employee determines his or her objectives, tasks, and specific challenges(small category) according to the Company’s business policy (large category) from an MMCL perspective (My& My Colleague Leader: an entrepreneur who leads colleagues by example), declares them to others, and thus
shares the themes. Our performance evaluations are managed and confirmed by company-wide eyes based on
evaluation by the objective eyes of the market at the MMM (Matrix Management Meeting) of officers andemployees held every three months. This evaluation system, whereby the declaration and performance of each
officer and employee are valued even if the objectives are not achieved and a mere consequentialism is excluded,
is thus managed with high transparency and persuasiveness supported by a commitment to “evaluate the process
as well.”1) Reason for selecting the current corporate governance system
In developing a corporate governance system, the Company emphasizes “Managerial effectiveness,fairness and transparency.” The Board of Directors, a body consisting of Directors well versed in the
Company’s business and Directors (External) taking part in the management of the Company fromindependent standpoints, decides upon the important business execution in an appropriate and swift
manner and supervises the performance of duties by Directors. The Audit & Supervisory Board members,
who are endowed with the legal right to audit, audit the performance of duties by Directors and improvesupervising functions over the management from a standpoint of fairness and independence. The
Company believes that the above-mentioned system is effective in ensuring managerial effectiveness,fairness, and transparency and in achieving sound and sustainable growth for the Company. Accordingly,
the Company adopted a “company with an Audit & Supervisory Board” system.
2) The Board of Directors and executive officer system
Under the “company with an Audit & Supervisory Board” system, the Company adopted an executive
officer system to ensure that its Directors may perform their duties and supervise as corporate managers
in an effective and efficient manner. The Directors or the Board of Directors delegate authority overbusiness execution to the Executive Officers and then supervise the execution of duties by the Executive
Officers. In order to better clarify the Directors’ managerial responsibilities for the performance
objectives for each fiscal year, the term of office of every Director is stipulated to be one year.
The Company considers it important to reflect into its management excellent wisdom and deep insightfrom outside parties, with a view to quickly grasping changes in social environments and businessconditions and promoting socially fair corporate activities. To that end, we are further reinforcing ourcorporate governance through the active involvement of Directors (External) with broad management
experience and knowledge and through neutral and objective audits by Audit & Supervisory Board
members (External) with excellent expertise (three Directors [External] and two Audit & Supervisory
Board members [External] out of six Directors and three Audit & Supervisory Board members).
In recognition of the managerial importance of the optimal selection of and fair remuneration for themembers of management, the Board of Directors decides these issues by adopting resolutions withreference to reports from the Nominating Committee and Remuneration Committee, advisory organs of
26

the Board of Directors that include Directors (External) and Audit & Supervisory Board members(External).
ii) Basic policy on the establishment of an internal control system
At the Board of Directors’ meeting held on July 8, 2024, the Company resolved its “Basic Policy on the
Establishment of an Internal Control System” pursuant to Article 362 of the Companies Act and Article 100 of
the Regulation for Enforcement of the Companies Act, as follows.
a. System to ensure that Directors execute their duties in compliance with relevant laws, regulations, and the
Articles of Incorporation(Article 362, Paragraph 4, Item 6 of the Companies Act)The Company shall hold a Board of Directors’ meeting once a month in principle according to the“Board of Directors Regulations.”

Directors shall supervise the execution of duties by other Directors through the Board of Directors’
meetings.

In order to ensure the execution of duties in compliance with relevant laws and regulations, etc., theDirectors, Executive Officers and leaders shall make preliminary reports on important information
concerning group-wide business execution to prevent legal violations in advance at the Board of
Directors’ meetings, EM meetings, SSM meetings and other important meetings of the Company. If
any behavior or event likely to constitute a legal violation comes to light, they shall take necessary
measures to prevent or remedy the violation.



The Company has an Audit & Supervisory Board. Under the audit policy stipulated by the Audit &Supervisory Board, each Audit & Supervisory Board member shall audit the execution of duties byDirectors by attending the Board of Directors’ meetings and examining business execution, etc.



The Group shall establish and provide our in-house whistleblowing system “WNI Help Line” inmultiple locations as compliance reports and consultancy routes for its officers and employees andtake necessary measures to protect whistleblowers.

b. System to retain and manage information relating to the execution of duties by Directors(Article 100, Paragraph 1, Item 1 of the Regulation for Enforcement of the Companies Act)Minutes of the General Meetings of Shareholders and the Board of Directors’ meetings shall be
prepared according to the relevant laws, regulations and internal rules, and appropriately retained andmanaged.



Important information, decisions, internal notices, etc. concerning management and businessexecution shall be prepared by the divisions in charge and appropriately retained and managed.

c. Rules and systems related to the management of risk of loss
(Article 100, Paragraph 1, Item 2 of the Regulation for Enforcement of the Companies Act)

Matters to be approved at the Board of Directors’ meetings, EM meetings, SSM meetings and otherimportant meetings of the Company and matters to be approved at the group companies shall be
stipulated according to the “WNI Approval Standard.”



Executive Officers and leaders shall make periodical reports on important information concerninggroup-wide business execution at the Board of Directors’ meetings, EM meetings, SSM meetings, and27

other important meetings of the Company. All Directors shall monitor the judgments and content ofsuch reports.
To respond to risks concerning information security, the environment, disaster prevention, hygieneand health, each division in charge shall establish rules, implement education and enlightenment
activities, and conduct the necessary monitoring.



The Risk Management Committee shall convene meetings periodically as an organization in charge ofrisk management when necessary to clarify the Company’s basic policy of group-wide risk
management and to develop response measures in the event of the occurrence of any significant risks
that may destabilize business continuity.

d. System to ensure that Directors execute their duties efficiently(Article 100, Paragraph 1, Item 3 of the Regulation for Enforcement of the Companies Act)The Board of Directors shall resolve the basic policy of management, matters concerning the executionof important business and matters stipulated by laws, regulations and the Articles of Incorporation,
receive reports on the execution of important business, and supervise the same. An executive officer
system shall be adopted to enable the Directors to more effectively and efficiently execute andsupervise their duties as managers.

Group-wide matters to be resolved by the Board of Directors shall be preliminarily discussed andimportant matters stipulated by the “WNI Approval Standard” shall be confirmed at EM meetings.



For the decision-making by the Board of Directors, sufficient and appropriate information shall be
provided to each Director.



The Group holds a week of company-wide meetings in May and November each year, at which theGroup’s business strategy and plans are confirmed and the vectors for the management policy are
unified, to formulate the most appropriate business plans for the whole Group.

e. System to ensure that employees conduct business in compliance with relevant laws, regulations and the
Articles of Incorporation(Article 100, Paragraph 1, Item 4 of the Regulation for Enforcement of the Companies Act)The policy and standard of behavior for the execution of group-wide business, and the code of conductthat clarifies the social responsibilities of officers and employees, shall be established and madeavailable for access by all officers and employees through the Company’s intranet, etc. and madepublic through the Company’s website. The Group shall work to increase employees’ awareness of
their responsibilities as staff members of a social infrastructure company actively pursuing
contributions to SDGs, as well as carrying out education, enlightenment, and audit activities
concerning compliance with laws, regulations and social norms.



The Internal Audit Office, which works as an internal audit division, shall conduct audits on whether
the business execution of each division complies with laws, regulations and the Articles ofIncorporation.

28

f. System to ensure the appropriateness of business operations of the Company and the business groupconsisting of the Company, its parent company, and its subsidiaries(Article 100, Paragraph 1, Item 5 of the Regulation for Enforcement of the Companies Act)The Group shall have the Directors and Executive Officers of the Company supervise decision-making
on important group-wide matters and the business execution of subsidiaries through the Board of
Directors’ meetings and EM meetings.



For the management of subsidiaries, the Directors and Executive Officers of the Company who control
each business and subsidiary shall make the officers and employees of the subsidiaries under theircontrol fully aware of the Company’s business operation policies, etc. and thereby ensure theeffectiveness of business execution and the appropriateness of the business of the whole Group. The
management divisions shall request reports, as necessary, in order to precisely grasp the business ofthe subsidiaries based on the “Affiliated Company Management Regulations.”

The Company holds a Board of Directors’ meeting once a month in principle and EM meetings oncea week in principle, where important matters concerning group management and the status of businessexecution are appropriately discussed and reported based on the “WNI Approval Standard.”

g. Matters concerning employees who assist Audit & Supervisory Board members when Audit & Supervisory
Board members request those assistant employees(Article 100, Paragraph 3, Item 1 of the Regulation for Enforcement of the Companies Act)An Auditors’ Office shall be established as a department to exclusively assist the duties of the Audit& Supervisory Board members.

h. Independence of the employees described in the preceding paragraph from Directors and the assurance ofthe effectiveness of instructions from the Audit & Supervisory Board members to those employees(Article 100, Paragraph 3, Items 2 and 3 of the Regulation for Enforcement of the Companies Act)The Audit & Supervisory Board members shall hold the rights to supervise and instruct the employees
who belong to the Auditors’ Office in daily business, and such employees will not be subject tosupervision or instruction by Directors.

The personnel transfer and evaluation of the employees who belong to the Auditors’ Office shall be
subject to prior approval by the Audit & Supervisory Board members.

i. System for Directors and employees and Directors, Audit & Supervisory Board members and employeesof subsidiaries to report to Audit & Supervisory Board members and other matters concerning reporting to
Audit & Supervisory Board members(Article 100, Paragraph 3, Items 4 and 5 of the Regulation for Enforcement of the Companies Act)

Matters to be reported by officers and employees of the Group to the Audit & Supervisory Board
members and the method of reporting shall be stipulated.



The Audit & Supervisory Board members may request reports from Directors and employees at any
time if deemed necessary to conduct their duties.



The division in charge of our in-house whistleblowing system “WNI Help Line” shall periodicallyreport to the Audit & Supervisory Board members on the situation of whistleblowing by the officers
and employees of the Group.

29With regard to those who have reported to the Audit & Supervisory Board members through the useof our in-house whistleblowing system the “WNI Help Line” or other channels, necessary measures
shall be taken to protect them against any disadvantage incurred as a result of such reporting.

j. Matters concerning the policy to process expenses arising from the execution of duties of Audit &Supervisory Board members(Article 100, Paragraph 3, Item 6 of the Regulation for Enforcement of the Companies Act)The Company shall promptly process the expenses, etc. arising from the execution of duties of Audit& Supervisory Board members based on the “WNI Approval Standard,” excluding any expenses
considered to be unnecessary for the execution of duties by the said Audit & Supervisory Board
members.

k. Other systems to ensure that Audit & Supervisory Board members conduct audits effectively(Article 100, Paragraph 3, Item 7 of the Regulation for Enforcement of the Companies Act)

Systems shall be established to enable the Audit & Supervisory Board members to hold hearings with
Directors and key employees and to exchange opinions periodically or from time to time as necessary
with the President and Representative Director, Internal Audit Office and Accounting Auditor.



In order to implement a system to audit the group effectively, the Audit & Supervisory Board members
shall periodically exchange opinions with the Directors and Audit & Supervisory Board members ofsubsidiaries, and, irrespective of the existence of legal provisions in operating countries, every
subsidiary shall conclude an agreement with an accounting auditor who has a global network.

l. Basic policies on exclusion of antisocial forces and the development status thereof

The Group has no relationships with antisocial activities or forces.



If circumstances arise where the Company faces coercive pressure to enter into any relationship with
antisocial forces, the Legal Division will engage the cooperation of corporate lawyers, police forces,
etc., and play a leading role in taking a resolute stance against antisocial forces.

iii) Outline of the implementation of internal control system during the 38th fiscal year
The Company has established and implemented an internal control system based on the “Basic Policy on the
Establishment of an Internal Control System” resolved at the Board of Directors’ meeting. Outline of theimplementation of the internal control system during the 38th fiscal year is as follows.
a. Internal control system in generalWe hold a week of company-wide meetings at the beginning and in the middle of the fiscal year, atwhich the Group’s business strategy and plans are confirmed and the vectors for the management
policy are unified.



Six AAC meetings were held during the year, at which the monthly progress of the business plan andchanges of circumstances of each market were confirmed and the appropriate implementation ofgroup-wide business and rational and effective performance were confirmed. Eight Scoring
Committee meetings were held, at which the implementation and progress of the business plan were
grasped in both quantitative and qualitative terms. Two investment committee meetings were held, atwhich the proposals for new businesses and infrastructure investment were evaluated from thestandpoints of business strategy and economic rationalism, and the prescribed procedure for30

confirmation was conducted from the viewpoint of ensuring the objectives of the internal control
system, namely, the “effectiveness and efficiency of operations,” “safeguarding of assets,” “reliabilityof financial reporting,” and “compliance with applicable laws and regulations.”

The Internal Audit Office appropriately reports the status of evaluation during the year regarding statusof the establishment and implementation of the internal control system to the EM meetings and theBoard of Directors. The Internal Audit Office also reports the results of its evaluations of theeffectiveness of the internal control system to the EM meetings, and the Board of Directors, based on
the evaluation on status of implementation of internal control activities at the end of the year, the resultsof internal auditing during the year, etc.



For issues that come forth due to the results of the aforesaid evaluation as well as changes to the
management environment, business and operations, the Company formulates measures conducive tothe improved effectiveness of the internal control system and reflects them in its internal control
implementation plan for the next year.

b. Implementation of a system to ensure compliance with relevant laws and regulations, etc.
In addition to completing the process of appropriately reviewing the corporate motto and the generalmanagement principle, etc., the Company established the “Weathernews Group Code of Conduct” thatclarifies its corporate social responsibilities, and makes its officers and employees fully aware of thecode of conduct in order to enhance their awareness of compliance and encourage them to commit toundertaking specific compliance activities. In addition, at the SSM meeting, a plenary session held
every week, meeting participants share issues related to business operations and administration andmulti directionally discuss them from legal, ethical, and other viewpoints. In the 38th fiscal year,
continuing from the previous fiscal year, the Company enhanced the structure of the accounting andfinance division in order to further improve the reliability of financial reporting. Also, by clarifying
the authority and responsibilities of business divisions and the accounting and finance division, theCompany has established and put into operation a system that ensures the quality of reports frombusiness divisions.



The Company held 13 meetings of the Board of Directors during the year, whereby the Board of
Directors deliberated and resolved agenda based on active opinion exchanges on matters regarding
important business execution and matters stipulated by laws, regulations and the Articles ofIncorporation. In addition, the Board of Directors received reports on matters provided in laws andregulations and matters regarding important business execution, and supervised the performance of
duties by Directors and Executive Officers. The Company also held one meeting during the year,
whereby officers voluntarily attended and exchanged opinions.



The Scoring Committee grasped the issues of the Group’s compliance and formulated andimplemented measures therefor.



The Company has established management divisions, Audit & Supervisory Board members, Audit &Supervisory Board members (External), and an outside entity as our in-house whistleblowing system
the “WNI Help Line,” compliance reports and consultancy routes. The Company specifies the handlingof personal information and measures to protect whistleblowers in the guideline for action of WNI
Help Line, and continuously makes them well known to the officers and staff of the Company Group.

31

c. Implementation of measures to manage the risk of lossDirectors and Executive Officers periodically report on the progress of the business execution of theCompany Group as a whole to the Board of Directors and EM meetings.



If a risk in business execution becomes apparent, the Company copes with the risk by establishing anappropriate system, implementing countermeasures, and duly disclosing the relevant informationaccording to the level assigned to the risk under the Company’s contingency planning regime.

The Company is taking stricter security measures and making improvements in implementing thosemeasures in the area of information management and goods inventory management, for example byintroducing a personnel access control system at warehouses. In addition, through the Information
Security Management Team, the Company is making improvements in the security level by grasping
and responding to information security risks.



The Risk Management Committee prepared BCP and conducted risk prediction training.

d. Implementation of measures to ensure efficiency
An EM meeting attended by Executive Officers (including those concurrently serving as Directors) isheld once a week to deliberate in advance on matters to be discussed for the Company Group as awhole at the Board of Directors’ meetings and SSM meetings.



The Company strives to deliver in advance agenda items and related materials for the Board of
Directors’ meetings and EM meetings, and thereby strives to ensure time to review before attending
the meetings.



The AAC meetings are held to share the changes in the market environment and numerical changes in
performance and plans relating to the monthly progress of business plans. If any change is made inbusiness/sales plans, the development management will be revised so that the vectors between
manufacturing and sales are unified.

e. Implementation of the internal control system in the GroupIn order to clarify the responsibilities for the sales and profits of business in each region and aim tofurther increase profits, each business unit leader responsible for major business in such region
manages overseas subsidiaries. Each Director and Executive Officer in charge of each business unit
supervises its leader, shares issues on the business operations and administration of subsidiaries byappropriately taking up the issues for discussion and reporting on them to the Board of Directors and
EM meetings according to the division of his/her duties, and thereupon clarifies procedures therefor.



The Company has overseas subsidiaries directly participate in SSM meetings via a videoconferencing
platform in addition to translating parts of the Company’s internal newsletter (President message at
SSM meeting, etc.) into English and creating illustrations, and thereby makes the officers andemployees of its subsidiaries fully aware of its policies on business operations and compliance issues.
In addition, the Executive Officers in charge of business and operation and the business unit leadersvisit subsidiaries appropriately. Through these efforts, the Company strives to facilitate directcommunications.

f. Implementation of measures to ensure the effectiveness of audits by the Audit & Supervisory Board
members

The Audit & Supervisory Board members attend the Board of Directors’ meetings and the Audit &Supervisory Board member (Permanent) attends EM meetings, SSM meetings, the Scoring Committee
32and other important meetings and participates in meetings for financial analysis at the monthly closing.
Through these initiatives, the Audit & Supervisory Board members strive to ensure the appropriatenessof the establishment and implementation of its internal control system.


Thirteen meetings of the Audit & Supervisory Board were held during the year, at which agenda at theBoard of Directors’ meetings and other important matters on management were shared in advanceamong Audit & Supervisory Board members. Each Audit & Supervisory Board member examined theexecution of duties by the Directors and Executive Officers, audited the performance of duties by the
Directors in cooperation with the Internal Audit Office and the Accounting Auditor, and put together
their opinions as the opinions of the Audit & Supervisory Board each quarter to report them to theBoard of Directors. In addition, the Audit & Supervisory Board members appropriately held the(extensive) meetings of the Audit & Supervisory Board where the Directors (External) also attended
so that the Directors (External) and Audit & Supervisory Board members (External) could mutually
understand and share important managerial matters.



The Company has established an Auditors’ Office in which one staff member is assigned to assist theduties of the Audit & Supervisory Board members. The said staff member engages in operations basedon instructions from the Audit & Supervisory Board members, and any personnel transfer, evaluation,etc. of the said staff member requires the approval of the Audit & Supervisory Board members.

33

Consolidated Balance Sheet(As of May 31, 2024)(Thousands of yen)
Item

Amount(Assets)
Current assets

Item

Amount(Liabilities)
19,392,781

Current liabilities

2,718,233

Cash and deposits

14,313,310

Accounts payable - trade

65,758

Accounts receivable - trade

3,428,022

Accounts payable - other342,297

Contract assets

724,552

Income taxes payable

620,463

Work in process

28,447

Contract liabilities

576,088

Supplies

209,876

Provision for loss on litigation

38,866

Other704,703

Other

Allowance for doubtful accounts(16,132)

Non-current assets

Non-current liabilities

3,665,597

Asset retirement obligations

Property, plant and equipment

1,859,422

Other

Buildings and structures, net

1,006,442

Total liabilities

1,074,758
551,837
551,268568
3,270,070

Tools, furniture and fixtures, net

360,409(Net assets)

Land

413,062

Shareholders’ equity

Construction in progress

61,046

Share capital

1,706,500

Other

18,461

Capital surplus

1,570,590

426,208

Retained earnings

16,937,920

396,389

Treasury shares(858,808)

Intangible assets
Software
Software in progress

3,574

Other

26,244

Accumulated other comprehensive
incomeInvestment securities

199,960

Deferred tax assets

770,537

Valuation difference on availablefor-sale securities
Foreign currency translation
adjustment
Share acquisition rights

Other432,384

Non-controlling interests

Allowance for doubtful accounts(22,915)

Investments and other assets

Total assets

1,379,967

23,058,378

34

19,356,202

343,668
32,627
311,040
81,304
7,134

Total net assets

19,788,308

Total liabilities and net assets

23,058,378

Consolidated Statement of Income(From June 1, 2023, to May 31, 2024)(Thousands of yen)
Item

AmountNet sales

22,242,915

Cost of sales

12,832,169

Gross profit

9,410,745

Selling, general and administrative expenses

6,140,189

Operating profit

3,270,555

Non-operating income
Interest income

2,488

Dividend income

500

Dividend income of insurance

12,182

Subsidy income

23,024Foreign exchange gains

52,420Gain on forfeiture of unclaimed dividends

1,828

Other

9,077

101,521

Non-operating expenses
Commitment line expenses

9,687

Provision for loss on litigation

20,868

Other

42

Ordinary profit

30,5993,341,478

Extraordinary losses
Loss on liquidation of subsidiaries andaffiliates
Profit before income taxes

4,249

4,249
3,337,228

Income taxes - current

1,009,213

Income taxes - deferred(108,450)

ProfitLoss attributable to non-controllinginterests
Profit attributable to owners of parent

35

900,7632,436,465(1,355)2,437,821

(Reference)

Consolidated Statement of Cash Flows(From June 1, 2023, to May 31, 2024)(Thousands of yen)AmountItem
Net cash provided by (used in) operating activities

3,385,553

Net cash provided by (used in) investing activities(408,208)

Net cash provided by (used in) financing activities(1,313,538)

Effect of exchange rate change on cash and cash equivalents

127,997

Net increase (decrease) in cash and cash equivalents

1,791,804

Cash and cash equivalents at beginning of the fiscal year

12,519,256

Cash and cash equivalents at end of the fiscal year

14,311,060

36

Non-consolidated Balance Sheet(As of May 31, 2024)(Thousands of yen)
Item
(Assets)
Current assets
Cash and deposits
Accounts receivable - trade
Contract assets
Work in process
Supplies
Advance payments to suppliers
Prepaid expenses
Short-term loans receivable fromsubsidiaries and affiliates
Other
Allowance for doubtful accounts
Non-current assets
Property, plant and equipment
Buildings, net
Tools, furniture and fixtures, net
LandConstruction in progress
Other
Intangible assets
Patent right
Software
Software in progress
Telephone subscription right
Investments and other assets
Investment securities
Shares of subsidiaries and affiliates
Investments in capital ofsubsidiaries and affiliates
Long-term loans receivable fromsubsidiaries and affiliates
Claims provable in bankruptcy,
claims provable in rehabilitationand other
Long-term prepaid expenses
Deferred tax assets
Lease and guarantee deposits
Other
Allowance for doubtful accounts
Total assets

AmountItem

Amount3,165,423
724,552
28,447
209,876
8,547
508,952(Liabilities)
Current liabilities
Accounts payable - trade
Accounts payable - otherAccrued consumption taxes
Accrued expenses
Income taxes payable
Contract liabilities
Advances received
Deposits received

2,528,709
190,179
289,934
108,785
507,453
607,620532,016
84,527
190,941

25,467

Asset retirement obligations

15,980

Other

1,269

17,653,648
12,853,617

144,311(15,547)
4,191,914
1,801,898
1,005,893
332,655
413,062
50,2870426,017419
396,389
3,574
25,634
1,963,999
199,960
532,465

Non-current liabilities
Asset retirement obligations

540,792
540,792

Total liabilities(Net assets)
Shareholders’ equity
Share capital
Capital surplus
Other capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
General reserve
Retained earnings brought
forward3,069,501

25,841

Treasury shares

239,736

Valuation and translation
adjustments

2,134
118,900
777,920
76,941
188,234(198,134)
21,845,563

1,706,500
1,573,165
1,573,165
16,241,273
426,625
15,814,648
9,500,000
6,314,648(858,808)
32,627

Valuation difference on availablefor-sale securities

32,627

Share acquisition rights

81,304

Total net assets
Total liabilities and net assets

37

18,662,130

18,776,062
21,845,563

Non-consolidated Statement of Income(From June 1, 2023, to May 31, 2024)(Thousands of yen)
Item

AmountNet sales

22,033,813

Cost of sales

12,987,032

Gross profit

9,046,780

Selling, general and administrative expenses

5,943,182

Operating profit

3,103,597

Non-operating income
Interest income

8,708

Dividend income

500

Dividend income of insurance

12,182

Subsidy income
Gain on reversal of provision for loss on
business of subsidiaries and affiliates
Gain on reversal of allowance for doubtful
accounts
Foreign exchange gains

23,024Gain on forfeiture of unclaimed dividends

1,828

Other

8,165

31,000727
75,936
162,073

Non-operating expenses
Commitment line expenses

9,687

Other

44

9,732

Ordinary profit

3,255,938

Profit before income taxes

3,255,938

Income taxes - current

989,431

Income taxes - deferred(107,911)

Profit881,519
2,374,419

38

Audit & Supervisory Board’s Report

Audit Report
The Audit & Supervisory Board, upon deliberations based on the reports made by each Audit & Supervisory
Board member concerning the results of the audit on the execution of duties by the Directors for the 38th
fiscal year from June 1, 2023 through May 31, 2024, have prepared this Audit Report and hereby submits it
as follows:
1. Auditing Methods by the Audit & Supervisory Board members and Audit & Supervisory Board and theContent thereof(1) The Audit & Supervisory Board established the auditing policies, division of duties, etc., received
reports on the implementation status and results of the audits from each Audit & Supervisory Board
member, as well as reports regarding the status of the execution of duties from the Directors andAccounting Auditor, and requested explanations as necessary.
(2) In accordance with the auditing standards for Audit & Supervisory Board members determined by the
Audit & Supervisory Board and the auditing policies and division of duties, etc. each Audit &Supervisory Board member made efforts to collect information and establish an auditing environment
through communication with Directors, the internal audit division, and other employees, and conducted
the audits in accordance with the following procedures.
(i) Each Audit & Supervisory Board member attended the Board of Directors’ meeting and otherimportant meetings to receive reports regarding the execution of duties from Directors andemployees and requested explanations as necessary. Each Audit & Supervisory Board member
also inspected the approved documents and examined the status of operations and conditions ofassets at its head office and principal offices. With respect to subsidiaries, each Audit &Supervisory Board member communicated and exchanged information with the Directors andAudit & Supervisory Board members of subsidiaries and received reports on business from thesubsidiaries as necessary.
(ii) With respect to the resolutions adopted by the Board of Directors regarding the establishment of
the system to ensure that Directors execute their duties in compliance with relevant laws,
regulations, and the Articles of Incorporation of the Company as specified in the business report
and the establishment of a system to ensure the appropriateness of business operations of theCompany and the business group consisting of the Company, its parent company, and its
subsidiaries, as set forth in Article 100, Paragraphs 1 and 3 of the Regulation for Enforcement of
the Companies Act, as well as the systems (Internal Control System) established in accordancewith the resolution of the Board of Directors, each Audit & Supervisory Board member regularly
received reports from the Directors and employees on the status of the establishment andoperations thereof, requested explanations as necessary, and expressed his/her opinion.
(iii) With respect to the basic policy set forth in Article 118, Item 3 (a) of the Regulation for
Enforcement of the Companies Act as specified in the business report and each approach set forthin Item 3 (b) of the same article, the Audit & Supervisory Board members reviewed the details
based on discussion at the Board of Directors’ meeting and on other occasions.
(iv) Each Audit & Supervisory Board member monitored and verified that the Accounting Auditor
maintained independence and conducted the audits appropriately. Each Audit & Supervisory
Board member also received reports on the status of the execution of duties from the Accounting
Auditor and requested explanation as necessary. In addition, the Audit & Supervisory Board
members were informed of the arrangement of the “System for ensuring that the duties are
performed appropriately” (matters stipulated in the items of Article 131 of the Regulation on
Accounting of Companies in accordance with “Quality Control Standard for Audit” [BusinessAccounting Council]), etc. by the Accounting Auditor and requested explanations as necessary.

39

In accordance with the procedures mentioned above, the Audit & Supervisory Board reviewed the business
report and supplementary schedules, the non-consolidated financial statements (non-consolidated balance
sheet, non-consolidated statement of income, non-consolidated statement of changes in net assets, andnotes to the non-consolidated financial statements), the supplementary schedules thereto, and theconsolidated financial statements (consolidated balance sheet, consolidated statement of income,consolidated statement of changes in equity, and notes to the consolidated financial statements) for the
fiscal year ended May 31, 2024.
2. Results of Audit(1) Results of the audit of Business Report, etc.
(i) The business report and supplementary schedules present fairly the financial condition of theCompany in conformity with related laws, regulations, and the Articles of Incorporation of theCompany;(ii) Regarding the execution of duties by Directors, there were no instances of misconduct or material
matters in violation of laws, regulations, or the Articles of Incorporation of the Company;(iii) The resolutions of the Board of Directors regarding the internal control system are fair andreasonable. Furthermore, there are no matters that require pointing out regarding the content of thebusiness report relating to the aforementioned internal control and the Director’s execution ofduties.
(iv) There are no matters requiring additional mention regarding the Basic Policy on the Compositionof Persons to Control Decision-Making over the Financial and Business Policies of the Company
specified in the business report. The Audit & Supervisory Board acknowledges that the approaches
set forth in Article 118, Item 3 (b) of the Regulation for Enforcement of the Companies Act as
specified in the business report conform with the basic policy, do not harm any common interestsof shareholders, and were not adopted with the intention of maintaining the positions of Directors
and Audit & Supervisory Board members.
(2) Results of the audit of the non-consolidated financial statements and supplementary schedules
The auditing methods and results of the Accounting Auditor, PricewaterhouseCoopers Japan LLC, arefair and reasonable.
(3) Results of the audit of the consolidated financial statements
The auditing methods and results of the Accounting Auditor, PricewaterhouseCoopers Japan LLC, arefair and reasonable.
July 19, 2024
The Audit & Supervisory Board of Weathernews Inc.
Yasushi Sugino (Seal)
Audit & Supervisory Board member(Permanent)
Fumitaka Koyama (Seal)
Audit & Supervisory Board member
Ayami Toda (Seal)
Audit & Supervisory Board member
Note:

The Audit & Supervisory Board members Mr. Fumitaka Koyama and Ms. Ayami Toda are Audit &Supervisory Board members (External) as stipulated in Article 2, Item 16 and Article 335, Paragraph
3 of the Companies Act.

40