Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes noresponsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

(Stock Exchange Code 5357)
June 4, 2024
(Commencement of electronic provision: June 3, 2024)
To Shareholders with Voting Rights:
Mitsuo Taguchi
President
YOTAI REFRACTORIES CO., LTD.
8-1, Nishikinaka-machi, Kaizuka-shi, Osaka

NOTICE OF THE 126TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We extend our sincere sympathies to those affected by the 2024 Noto Peninsula Earthquake and our prayers for a rapid
recovery and reconstruction.
We are pleased to inform you that the 126th Annual General Meeting of Shareholders of YOTAI REFRACTORIES CO.,LTD. (the “Company”) will be held for the purposes described below.
The Company has adopted a system of electronic provision for the convocation of this General Meeting of Shareholders.
Electronically provided matters are posted on the website below as “Notice of the 126th Annual General Meeting ofShareholders,” so please see details by accessing the following website:
The Company’s website: https://www.yotai.co.jp/en/
This information has also been posted on the following website:
Tokyo Stock Exchange website (TSE Listed Company Search service)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
You can view this notice by accessing the website above, entering the Company’s name or code in the appropriate field,
clicking the “Search” button, and then selecting “Basic Information” and “Documents for public inspection/PRinformation” in turn.
If you do not attend the meeting, you may still exercise your voting rights in writing or via electromagnetic methods(the Internet, etc.); please examine the Reference Documents for the General Meeting of Shareholders below, and exercise
your voting rights by 5:40 p.m. on Monday, June 24, 2024, Japan time.
1. Date and Time:
2. Place:

Tuesday, June 25, 2024 at 10:00 a.m. Japan time
Conference room at the Company’s Head Office 2nd Floor located at8-1, Nishikinaka-machi, Kaizuka-shi, Osaka3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
126th Fiscal Year (April 1, 2023–March 31, 2024) and results of audits by
the Accounting Auditor and the Audit and Supervisory Committee of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 126th Fiscal Year(April 1, 2023–March 31, 2024)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of four (4) Directors (excluding Directors who are Audit andSupervisory Committee Members)〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
◎◎When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
If the electronically provided matters are revised, the revised versions will be posted on the various websites.

-1-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

The Company, in its First Medium-term Management Plan, aims to maintain profitability and sound financial health,while sustainably improving corporate value and enhancing strategic investments and shareholder returns. The
Company’s shareholder return policy is to be implemented appropriately through stable dividends and flexible
repurchasing of Company shares, targeting a consolidated dividend payout ratio of 30%.
For the 126th fiscal year, the Company proposes a year-end dividend of ¥60 per share, comprehensively taking into
account the Company’s financial position and business performance, as well as the shareholder return policy in its
Second Medium-term Management Plan.
If this proposal is approved, the total amount of dividends for the fiscal year, aggregated with the interim dividend of¥25 per share paid in December 2023, will be ¥85 (an increase of ¥40 year-on-year).

(1) Type of dividend property
Cash(2) Matters related to the allocation of dividend property and the total amount thereof¥60 per share of the Company’s common stock
Total amount: ¥1,116,895,860(3) Effective date of the dividends of surplus
June 26, 2024-2-

Proposal 2:

Election of four (4) Directors (excluding Directors who are Audit and Supervisory CommitteeMembers)

The terms of office of all four (4) Directors (excluding Directors who are Audit and Supervisory CommitteeMembers) will expire at the conclusion of this year’s Annual General Meeting of Shareholders. Accordingly, the electionof four (4) Directors (excluding Directors who are Audit and Supervisory Committee Members) is proposed.
The candidates are as follows:
No.

Name

Positions and responsibilities
at the Company
President
Member, Nomination andCompensation Advisory Committee
Managing Director
General Manager of General Affairs
Department of Head OfficeAttendance at Board ofDirectors meetings
14 out of 14 meetings(100%)

1

Mitsuo Taguchi[Reappointment]

2

Shinichiro Takebayashi[Reappointment]

3

Tadashi Taniguchi[Reappointment]

Director
Manager of Hinase Plant

14 out of 14 meetings(100%)

4

Yorisada Matsumoto[Reappointment]

DirectorGeneral Manager of Tokyo Branch

14 out of 14 meetings(100%)[Reappointment]: Director who is a candidate for reappointment-3-

14 out of 14 meetings(100%)

No.

Name(Date of birth)

Past experience, positions
and significant concurrent positions
April 1984
March 2006
October 2006
March 2008
June 2009
June 2015
April 20171

Mitsuo Taguchi(October 21, 1960)

June 2019

Joined the Company
Technical General Manager of Engineering Division
Engineering General Manager and Technical General Managerof Engineering Division
Engineering General Manager of Engineering Division
Director, General Manager of Engineering Division
Managing Director, General Manager of Engineering Divisionand in Charge of Technical Research Laboratory
Managing Director, Manager of Hinase Plant and in Charge ofEngineering Division
President (to present)

Number ofshares of theCompany held

94,012[Reappointment][Reasons for nomination as a candidate for Director]
Mr. Mitsuo Taguchi has been responsible for the Company’s management as the[Attendance at the Board President since 2019. He has a wealth of experience and extensive insight in theof Directors meetings]
Company’s business, and therefore we propose his reelection as Director.
14 out of 14 meetings(Note)(100%)
There are no special interests between Mr. Mitsuo Taguchi and the Company.
April 1986
March 2015
June 2017
June 2022

2Shinichiro Takebayashi(January 16, 1964)

Joined the Company
General Manager of General Affairs Department of Head OfficeDirector, General Manager of General Affairs Department ofHead Office
Managing Director, General Manager of General Affairs
Department of Head Office (to present)[Reasons for nomination as a candidate for Director]
Mr. Shinichiro Takebayashi has been engaged in the management of theCompany as Director since 2017 and has served as Managing Director since2022. He has a wealth of experience and extensive insight in the Company’sbusiness, and therefore we propose his reelection as Director.

(Note)
There are no special interests between Mr. Shinichiro Takebayashi and the[Attendance at the Board Company.
of Directors meetings]
14 out of 14 meetings(100%)[Reappointment]-4-25,696

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
April 1995
April 2017
June 2019

Number ofshares of theCompany held

Joined the Company
General Manager of Production Department of Hinase Plant
Director, Manager of Hinase Plant (to present)[Reasons for nomination as a candidate for Director]
Mr. Tadashi Taniguchi has mainly been involved in the production department
for many years and has been engaged in the management of the Company asDirector since 2019. He has a wealth of experience and extensive insight in theCompany’s business, and therefore we propose his reelection as Director.
3Tadashi Taniguchi(September 13, 1972)(Note)
There are no special interests between Mr. Tadashi Taniguchi and theCompany.

11,595[Reappointment][Attendance at the Boardof Directors meetings]
14 out of 14 meetings(100%)
April 1996
Joined the CompanyMarch 2019
General Manager of Sales Department of Tokyo Branch
September 2019 General Manager of Tokyo Branch
July 2020
Corporate Officer and General Manager of Tokyo Branch
June 2022
Director, General Manager of Tokyo Branch (to present)

4Yorisada Matsumoto(December 29, 1972)[Reappointment][Reasons for nomination as a candidate for Director]
Mr. Yorisada Matsumoto has mainly been involved in the sales department for
many years and has been engaged in the management of the Company as
Director since 2022. He has a wealth of experience and extensive insight in theCompany’s business, and therefore we propose his reelection as Director.

12,009(Notes)
There are no special interests between Mr. Yorisada Matsumoto and theCompany.

[Attendance at the Boardof Directors meetings]
14 out of 14 meetings(100%)(Note)The Company has entered into a directors and officers liability insurance contract stipulated in Article 430-3, Paragraph 1 of theCompanies Act with an insurance company and covers legal damages and litigation expenses incurred by the insured through said
insurance contact. The candidates are included as insured parties under said insurance contract, and if they are reappointed based on
this proposal, they will continue to be insured under said insurance contract. In addition, the Company plans to renew said insurance
contract during their terms of office in relation to this proposal.

-5-(Reference) Directors Skill Matrix [Planned at the conclusion of this General Meeting of Shareholders and the subsequentmeeting of the Board of Directors]
SkillsDirectors who are Audit and Supervisory
Committee Members

Directors (excluding Directors
who are Audit and Supervisory
Committee Members)

Name

External/Int
Independenternal

Sex

Position/responsibilities in theCompany
President
Member, Nomination andCompensation Advisory
CommitteeSenior Managing Director,
General Manager of General
Affairs Department of HeadOffice

Corporate Technology/mgmt.
R&D○○

Mitsuo TaguchiInternal

MaleShinichiro
Takebayashi

Internal

MaleTadashi
TaniguchiInternal

MaleDirector, Manager of Hinase
Plant

○○○○○

○

Yorisada
MatsumotoInternal

MaleDirector, General Manager ofTokyo Branch

TakashiUmezawa

Internal

Male

Member, Audit and Supervisory
Committee (Full-time)

Shinobu
Akiyoshi

External○FemaleKatsuhiko
Omoto

External○

Male

Yusuke Otsuka

External○Male

Member, Audit and Supervisory
Committee (External)
Chair, Nomination andCompensation AdvisoryCommittee
Member, Audit and Supervisory
Committee (External)
Member, Nomination andCompensation Advisory
Committee
Member, Audit and Supervisory
Committee (External)
Member, Nomination andCompensation Advisory
Committee

Sales

Personnel/ Finance/
Legal/Risk
Labor
Accounting
mgmt.

○

○

○

○

○

○

IT systems

○

○
○

○

○

○

ESG

○

○

○

Auditing(Operations/Accounting)

○

○

○

○

○

○

○

○

○

○

○

○

○

The above list is not an indication of all the skills, experiences, abilities, and other knowledge and qualities of the individual Directors.

-6-