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 1, 2023
(Commencement of electronic provision: May 31, 2023)
To Shareholders with Voting Rights:
Mitsuo Taguchi
President
YOTAI REFRACTORIES CO., LTD.
8-1, Nishikinaka-machi, Kaizuka-shi, Osaka

NOTICE OF THE 125TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We are pleased to inform you that the 125th Annual General Meeting of Shareholders of YOTAI REFRACTORIES CO.,LTD. (the “Company”) will be held for the purposes as 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 125th Annual General Meeting of
Shareholders,” 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,
and click on “Search.” Click on “Basic Information” and “Documents for public inspection/PR information” 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 Wednesday, June 21, 2023, Japan time.
1. Date and Time:
2. Place:

Thursday, June 22, 2023 at 10:00 a.m. Japan time
Conference room at the Company’s Head Office 2nd Floor located at
8-1, Nishikinaka-machi, Kaizuka-shi, Osaka

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
125th Fiscal Year (April 1, 2022 - March 31, 2023) and results of audits by
the Accounting Auditor and the Board of Corporate Auditors of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 125th Fiscal Year
(April 1, 2022 - March 31, 2023)
Proposals to be resolved:<Company proposals (Proposals 1 through 7)>
Proposal 1:
Appropriation of Surplus
Proposal 2:
Partial Amendments to the Articles of Incorporation
Proposal 3:
Election of 4 Directors (excluding Directors who are Audit & Supervisory
Committee Members)
Proposal 4:
Election of 4 Directors who are Audit & Supervisory Committee Members
Proposal 5:
Determination of the Amount of Compensation for Directors (excluding
Directors who are Audit & Supervisory Committee Members)-1-

Proposal 6:

Determination of the Amount of Compensation for Directors who are Audit &Supervisory Committee Members
Proposal 7:
Determination of Compensation for Granting Restricted Stock to Directors(Excluding Directors who are Audit & Supervisory Committee Members andExternal Directors)<Shareholder proposal (Proposals 8)>
Proposal 8:
Appropriation of Surplus◎◎〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
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.

-2-Reference Documents for the General Meeting of Shareholders<Company proposals (Proposals 1 through 7)>
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 125th fiscal year, in light of factors including the Company’s financial position and business performance,
the Company proposes a year-end dividend of ¥25 per share.
If this Proposal is approved, the total amount of dividends for the fiscal year, aggregated with the interim dividendof ¥20 per share paid in December 2022, will be ¥45 (an increase of ¥2 year-on-year).
(1) Type of dividend property
Cash(2) Matters related to the allocation of dividend property and the total amount thereof¥25 per share of the Company’s common stock
Total amount: ¥490,775,700(3) Effective date of the dividends of surplus
Friday, June 23, 2023

-3-

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for amendments(1) Transition to a company with audit and supervisory committee
The Company will transition to a company with audit and supervisory committee with the aims of further increasing
the transparency of management and enabling swifter decision making by strengthening the supervisory function of theBoard of Directors and reinforcing corporate government.
In this regard, the Articles of Incorporation will be amended to newly establish provisions concerning the Audit andSupervisory Committee and Audit and Supervisory Committee Members, delete the provisions concerning Corporate
Auditors and the Board of Corporate Auditors, among other amendments.
(2) Exemption from liability of Directors
The Articles of Incorporation will be amended to enable the liability of Directors to be exempted within a certain
range determined by laws and regulations by resolution of the Board of Directors, to ensure that Directors are able todemonstrate their roles fully. In addition, with the enforcement of the “Act Partially Amending the Companies Act (ActNo. 90 of 2014) on May 1, 2015, it became possible to enter into agreements with directors, excluding executive
directors, etc., to limit their liability. Accordingly, in light of the intentions and content of this amendment of the Act, theArticles of Incorporation will be amended to change the current provisions concerning liability limitation agreements.
The consent of the individual Corporate Auditors has been obtained regarding the amendments in Article 35 of the
Proposed Amendments.
(3) Other
Article numbers shall be realigned in conjunction with the above-mentioned amendments.
2. Details of amendments
The details of the amendments are as follows.
This proposal shall take effect from the conclusion of this General Meeting of Shareholders.
(Amended parts are underlined.)
Current Articles of Incorporation
Proposed Amendments
CHAPTER I General Provisions
CHAPTER I General Provisions
Articles 1 through 3 (Text omitted)

Articles 1 through 3 (No change)(Organizational Bodies)
Article 4
The Company shall have thefollowing organizational bodies in addition to
the general meeting of shareholders andDirectors.
(1) Board of Directors(2) Corporate Auditors(3) Board of Corporate Auditors(4) Accounting Auditors(Organizational Bodies)
Article 4
The Company shall have thefollowing organizational bodies in addition to
the general meeting of shareholders andDirectors.
(1) Board of Directors(2) Audit and Supervisory Committee(Deleted)(3) Accounting Auditors

Article 5

Article 5(Text omitted)
CHAPTER II Shares(No change)
CHAPTER II Shares

Articles 6 through 12 (Text omitted)

Articles 6 through 12 (No change)

CHAPTER III General Meeting of Shareholders

CHAPTER III General Meeting of Shareholders

Articles 13 through 18 (Text omitted)

Articles 13 through 18 (No change)-4-Current Articles of Incorporation
CHAPTER IV Directors and Board of Directors(Number of Directors)
Article 19 The number of Directors of theCompany shall not exceed sixteen (16).
<Newly established>(Election of Directors)
Article 20
1. Directors shall be elected by resolutions of ageneral meeting of shareholders.

2. To adopt a resolution for election of
Directors, shareholders who aggregately holdone-third (1/3) or more of the voting rights ofall shareholders who are entitled to exercise
voting rights shall be present, and such aresolution shall be adopted by a majority ofthe voting rights of such shareholders
present.
3. Resolutions for the election of Directors shallnot be conducted by cumulative voting.
(Terms of Office of Directors)
Article 21 The term of office of Directors shall
expire at the conclusion of the Annual
General Meeting of Shareholders for the final
fiscal year that ends within one (1) year of
their election.
<Newly established><Newly established>(Amended parts are underlined.)
Proposed Amendments
CHAPTER IV Directors, Board of Directors andAudit and Supervisory Committee(Number of Directors)
Article 19
1. The number of Directors (excluding Directors
who are Audit & Supervisory Committee
Members) of the Company shall not exceed ten(10).
2. The number of Directors who are Audit andSupervisory Committee Members of theCompany shall not exceed five (5).
(Election of Directors)
Article 20
1. Directors shall be elected by resolutions of ageneral meeting of shareholders, distinguishing
between Directors who are Audit andSupervisory Committee Members and other
Directors.
2. To adopt a resolution for election of Directors,
shareholders who aggregately hold one-third(1/3) or more of the voting rights of allshareholders who are entitled to exercise voting
rights shall be present, and such a resolution
shall be adopted by a majority of the voting
rights of such shareholders present.
3. Resolutions for the election of Directors shallnot be conducted by cumulative voting.
(Terms of Office of Directors)
Article 21
1. The term of office of Directors (excluding
Directors who are Audit & Supervisory
Committee Members) shall expire at theconclusion of the Annual General Meeting of
Shareholders for the final fiscal year that ends
within one (1) year of their election.
2. The term of office of Directors who are Audit
and Supervisory Committee Members shall
expire at the conclusion of the annual general
meeting of shareholders for the final fiscal yearthat ends within two (2) years of their election.
3. The term of office of a Director who is an
Audit and Supervisory Committee Member
elected to fill a vacancy caused by thedeparture of a Director who is an Audit andSupervisory Committee Member prior to the
expiry of such a Director who is an Audit andSupervisory Committee Member’s term ofoffice shall expire at the time the term of officeof the departing a Director who is an Audit andSupervisory Committee Member expires.

-5-Current Articles of Incorporation(Representative Directors and Directors with
Special Titles)
Article 22
1. The Company shall appoint theRepresentative Directors by resolution of theBoard of Directors.
2. The Representative Directors shall represent
the Company and execute the Company’s
operations.
3. The Board of Directors, by its resolution,
may appoint one (1) Chairperson of theBoard of Directors, one (1)President-Director, and one (1) or more Vice
President-Directors, Senior Managing
Directors, and Managing Directors.
Article 23(Text omitted)(Notice of Convocation of Board of Directors
Meetings)
Article 24 The notice of convocation for Boardof Directors meetings shall be delivered toeach Director and each Corporate Auditor atleast three (3) days in advance; provided,
however, that such period of advance notice
may be shortened in case of an emergency.
<Newly established><Newly established>

Articles 25 through 27 (Text omitted)(Amended parts are underlined.)
Proposed Amendments(Representative Directors and Directors with
Special Titles)
Article 22
1. The Company shall appoint the Representative
Directors from among the Directors (excluding
Directors who are Audit & Supervisory
Committee Members) by resolution of theBoard of Directors.
2. The Representative Directors shall represent
the Company and execute the Company’s
operations.
3. The Board of Directors, by its resolution, may
appoint one (1) Chairperson of the Board of
Directors, one (1) President-Director, and one(1) or more Vice President-Directors, Senior
Managing Directors, and Managing Directors
from among the Directors (excluding Directors
who are Audit & Supervisory Committee
Members).
Article 23 (No change)
Notice of Convocation of Board of Directors
Meetings)
Article 24
1. The notice of convocation for Board of
Directors meetings shall be delivered to each
Director at least three (3) days in advance;
provided, however, that such period of advancenotice may be shortened in case of an
emergency.
2. Board of Directors meetings may be convened
without the Company’s convocation procedureswith the unanimous consent of the Directors.
(Notice of Convocation of Audit and Supervisory
Committee Meetings)
Article 25
1. The notice of convocation for Audit andSupervisory Committee meetings shall bedelivered to each Audit and Supervisory
Committee Member at least three (3) days inadvance; provided, however, that such periodof advance notice may be shortened in case ofan emergency.
2. Audit and Supervisory Committee meetings
may be convened without convocation
procedures with the unanimous consent of the
Corporate Auditors.
Articles 26 through 28 (No change)-6-Current Articles of Incorporation(Omission of Resolution of the Board of
Directors)
Article 28 If all of the Directors indicate theirconsent to a matter for resolution either inwriting or in electronic form, the Company
shall deem that a resolution has been passed;
provided however, that this shall not be thecase if a Corporate Auditor has indicatedopposition to such proposal.
<Newly established><Newly established><Newly established><Newly established>(Minutes of Board of Directors Meetings)
Article 29 An outline of the proceedings of themeeting of the Board of Directors, its results,
and other matters prescribed by laws andregulations shall be stated or recorded in theminutes, to which the Directors andCorporate Auditors present shall put theirnames and affix their seals or electronic
signatures.

(Amended parts are underlined.)
Proposed Amendments(Omission of Resolution of the Board of Directors)
Article 29 If all of the Directors indicate theirconsent to a matter for resolution either inwriting or in electronic form, the Company
shall deem that a resolution has been passed.

(Delegation to Directors)
Article 30 Pursuant to Article 399-13, Paragraph(6) of the Companies Act, the Company may,by resolution of the Board of Directors,delegate to Directors authority ofdecision-making on important businessexecutions (excluding matters listed in each
Item of Article 399-13, Paragraph (5) of theAct).
(Rules of the Board of Directors)
Article 31 Unless otherwise provided for in laws,
regulations or these Articles of Incorporation,
matters concerning the Board of Directors shallbe governed by the Regulations of the Board of
Directors established by the Board of Directors.
(Rules of the Audit and Supervisory Committee)
Article 32 Unless otherwise provided for in laws,
regulations or these Articles of Incorporation,
matters concerning the Audit and Supervisory
Committee shall be governed by theRegulations of the Audit and Supervisory
Committee established by the Audit andSupervisory Committee.
(Remuneration, etc.)
Article 33 Remuneration, bonuses, and othereconomic benefits received from the Company
as consideration for the execution of duties(hereinafter, “remuneration, etc.”) shall bedecided by resolution of a general meeting ofshareholders, distinguishing between Audit andSupervisory Committee Members and other
Directors.
(Minutes of Board of Directors Meetings)
Article 34 An outline of the proceedings of themeeting of the Board of Directors, its results,
and other matters prescribed by laws andregulations shall be stated or recorded in theminutes, to which the Directors present shall
put their names and affix their seals orelectronic signatures.

-7-Current Articles of Incorporation(Exemption of Liability of External Directors)
Article 30 Pursuant to the provisions of Article
427, Paragraph (1) of the Companies Act, theCompany may enter into agreements with
External Directors limiting their liability fordamages compensation resulting from an act
prescribed in Article 423, Paragraph 1 of theCompanies Act; provided, however, that the
maximum amount of their liability fordamages compensation under suchagreements shall be the amount prescribed bylaws or regulations.

CHAPTER V Corporate Auditors And Board Of
Corporate Auditors(Amended parts are underlined.)
Proposed Amendments(Exemption of Liability of Directors)
Article 35
1. Pursuant to the provisions of Article 426,
Paragraph (1) of the Companies Act andsubject to obtaining the consent of each Audit
and Supervisory Committee Member, theCompany may, by resolution of the Board of
Directors, exempt Directors from liability
under Article 423, Paragraph 1 of the Act
within the maximum amount prescribed bylaws and regulations,
2. Pursuant to the provisions of Article 427,
Paragraph (1) of the Companies Act, theCompany may enter into agreements with
Directors (excluding Executive Directors. etc.
limiting their liability under Article 423,
Paragraph 1 of the Act within the maximum
amount prescribed by laws and regulations,(Deleted)(Number of Corporate Auditors)
Article 31 The number of Corporate Auditors
shall not exceed five (5).
(Election of Corporate Auditors)
Article 32
1. Corporate Auditors shall be elected byresolution of a general meeting ofshareholders.
2. To adopt a resolution for election of
Corporate Auditors, shareholders who
aggregately hold one-third (1/3) or more of
the voting rights of all shareholders who areentitled to exercise voting rights shall bepresent, and such a resolution shall be
adopted by a majority of the voting rights ofsuch shareholders present.
3. Even if a vacancy occurs among the
Corporate Auditors, if it does not result in ashortfall in the statutory number of Corporate
Auditors, the Company may postpone theelection of a substitute or not fill the vacancy.
(Term of Office of Corporate Auditors)
Article 33
1. The term of office of Corporate Auditors
shall expire at the conclusion of the annual
general meeting of shareholders for the final
fiscal year that ends within four (4) years of
their election.
2. The term of office of a Corporate Auditor
elected to fill a vacancy shall expire at thetime the term of office of the departing
Corporate Auditor expires.

(Deleted)(Deleted)(Deleted)-8-

(Amended parts are underlined.)
Proposed Amendments(Deleted)

Current Articles of Incorporation(Full-time Corporate Auditors)
Article 34 The Board of Corporate Auditors
shall, by its resolution, designate a Full-time
Corporate Auditor from among the Corporate
Auditors.
(Person Authorized to Convene Board of
Corporate Auditors Meetings and Chair of
Meetings)
Article 35 Unless otherwise prescribed by laws
and regulations, the Full-time Corporate
Auditor shall convene and chair the Board of
Corporate Auditors meetings. If the Full-time
Corporate Auditor is unable to act, another
Corporate Auditor selected according to anorder determined in advance by the Board of
Corporate Auditors shall convene and chairthe meetings.
(Notice of Convocation of Board of Corporate
Auditors Meetings)
Article 36 The notice of convocation for Boardof Corporate Auditors meetings shall bedelivered to each Corporate Auditor at least
three (3) days in advance; provided, however,that such period of advance notice may be
shortened in case of an emergency.
(Authority of Board of Corporate Auditors)
Article 37 The Board of Corporate Auditors
shall decide on matters prescribed in laws
and regulations and the Articles ofIncorporation.
(Method of Resolution of Board of Corporate
Auditors)
Article 38 A resolution of the Board of
Corporate Auditors shall be adopted by amajority of the votes of the Corporate
Auditors, unless otherwise provided in laws
and regulations.
(Minutes of Meetings of the Board of Corporate
Auditors)
Article 39 An outline of the proceedings of themeeting of the Board of Corporate Auditors,
its results, and other matters prescribed bylaws and regulations shall be stated orrecorded in the minutes, to which the
Corporate Auditors present shall put theirnames and affix their seals or electronic
signatures.

(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)-9-

Current Articles of Incorporation(Exemption of Liability of External Corporate
Auditors)
Article 40 Pursuant to the provisions of Article
427, Paragraph (1) of the Companies Act, theCompany may enter into agreements with
External Corporate Auditors limiting their
liability for damages compensation resulting
from an act prescribed in Article 423,
Paragraph 1 of the Companies Act; provided,
however, that the maximum amount of their
liability for damages compensation undersuch agreements shall be the amountprescribed by laws or regulations.
Chapter VI Accounting
Articles 41 through 43 (Text omitted)<Newly established>(Amended parts are underlined.)
Proposed Amendments(Deleted)

Chapter V Accounting
Articles 36 through 38 (No change)
Supplementary Provision(Transitional Measure Regarding Exemption from
Liability of Corporate Auditors)
1. Agreements limiting liability for damages
compensation under Article 423, Paragraph (1)of the Companies Act in relation to acts ofCorporate Auditors (including former
Corporate Auditors) conducted before theconclusion of the 125th Annual General
Meeting of Shareholders shall remain in
accordance with Article 40 of the Articles ofIncorporation prior to the amendments that takeeffect from the conclusion of theaforementioned annual general meeting ofshareholders.

- 10 -

Proposal 3:

Election of 4 Directors (excluding Directors who are Audit & Supervisory Committee Members)

Subject to the approval and resolution of Proposal 2: Partial Amendments to the Articles of Incorporation, theCompany will transition to a company with audit and supervisory committee. Therefore, the terms of office of six (6)Directors 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 & Supervisory Committee Members) is proposed.
This proposal shall take effect when Proposal 2: Partial Amendments to the Articles of Incorporation comes into
effect.
The candidates are as follows:
No.

Name

Positions and responsibilities
at the Company
President
Chair of Nomination andCompensation Advisory
Committee
Managing Director
General Manager of General Affairs
Department of Head OfficeAttendance at Board of
Directors 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]

Director
General Manager of Tokyo Branch

10 out of 10 Meetings(100%)[Reappointment]: Director who is a candidate for reappointment- 11 -

14 out of 14 Meetings(100%)

No.

Name(Date of birth)

Past experience, positions
and significant concurrent positions

Joined the Company
Technical General Manager of Engineering Division
Engineering General Manager and Technical General Manager
of Engineering Division
March 2008
Engineering General Manager of Engineering Division
Director, General Manager of Engineering Division
June 2009
June 2015
Managing Director, General Manager of Engineering Divisionand in Charge of Technical Research Laboratory
April 2017Managing Director, Manager of Hinase Plant and in Charge of
Mitsuo Taguchi
Engineering Division(October 21, 1960)
June 2019
President (to present)[Reasons for nomination as a candidate for Director][Reappointment]
Mr. Mitsuo Taguchi has been engaged in the management of the Company as
Director since 2009. He served as Director and General Manager of Engineering[Attendance at the Board Division and as Managing Director and Manager of Hinase Plant. Starting fromof Directors meetings]
2019, he has been responsible for the Company’s management as the President.
14 out of 14 meetings
He has a wealth of experience and extensive insight in the Company’s business,(100%)and therefore we propose his reelection as Director.
(Note)
There are no special interests between Mr. Mitsuo Taguchi and the Company.
April 1986
Joined the Company
March 2015
General Manager of General Affairs Department of Head Office
June 2017
Director, General Manager of General Affairs Department of
Head Office
June 2022
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’s
Shinichiro Takebayashi business, and therefore we propose his reelection as Director.
(January 16, 1964)(Note)
There are no special interests between Mr. Shinichiro Takebayashi and the[Reappointment]
Company.
April 1984
March 2006
October 2006

1

2

[Attendance at the Boardof Directors meetings]
14 out of 14 meetings(100%)- 12 -

Number ofshares of theCompany held

84,195

21,157No.

Name(Date of birth)

Past experience, positions
and significant concurrent positions
April 1995
Joined the Company
April 2017
General Manager of Production Department of Hinase Plant
June 2019
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 as
Director since 2019. He has a wealth of experience and extensive insight in the
Company’s business, and therefore we propose his reelection as Director.

3

Tadashi Taniguchi(September 13, 1972)(Note)
There are no special interests between Mr. Tadashi Taniguchi and the Company.

Number ofshares of theCompany held

9,543

[Reappointment][Attendance at the Boardof Directors meetings]
14 out of 14 meetings(100%)

4

April 1996
Joined the Company
March 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 and General Manager of Tokyo Branch (to present)[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 the
Company’s business, and therefore we propose his reelection as a new Director.
(Notes)Yorisada Matsumoto(December 29, 1972) 1. There are no special interests between Mr. Yorisada Matsumoto and theCompany.
2. Mr. Yorisada Matsumoto assumed office as Director at the 124th General[Reappointment]
Meeting of Shareholders held on June 23, 2022. The status of attendance at the[Attendance at the Board Board of Directors meetings if for the meetings held after his appointment.
of Directors meetings]
10 out of 10 meetings(100%)

9,984(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.

- 13 -

Proposal 4:

Election of 4 Directors who are Audit & Supervisory Committee Members

Subject to the approval and resolution of Proposal 2: Partial Amendments to the Articles of Incorporation, theCompany will transition to a company with audit and supervisory committee. Accordingly, the election of four (4)Directors who are Audit & Supervisory Committee Members is proposed.
This proposal has obtained the prior consent of the Board of Corporate Auditors.
This proposal will take effect when Proposal 2: Partial Amendments to the Articles of Incorporation takes effect.
The candidates are as follows:
No.

Positions and responsibilities
at the Company

Name

1

Takashi Umezawa

2

Shinobu Akiyoshi

3

Katsuhiko Omoto

4

Yusuke Otsuka

Attendance at Board of
Directors meetings[New candidate]

Full-time Corporate Auditor

12 out of 14 Meetings(86%)[New candidate][External][Independent][New candidate][External][Independent][New candidate][External][Independent]

External Director
Member of Nomination andCompensation Advisory Committee

14 out of 14 Meetings(100%)－－－－[New candidate]: Director who is a new candidate[External]: Candidate for Director outside the Company[Independent]: Independent Director candidate as prescribed by the Tokyo Stock Exchange, Inc.

- 14 -

No.

1

Name
(Date of birth)

Takashi Umezawa(September 15, 1957)[New candidate]

Past experience, positions
and significant concurrent positions
April 1981
Joined the Company
April 2005
General Manager of Production Department of Hinase Plant
April 2007
General Manager of Production Department of Mizunami Plant
May 2009
President, New Yotai Refractory Co., Ltd.
September 2017 Retired from the Company
June 2019
Full-time Corporate Auditor (to present)[Reasons for nomination as a candidate for Director]
Mr. Umezawa was mainly involved in the production department for many years,
and served as the President of the Company’s subsidiary, New Yotai RefractoryCo., Ltd. from 2009 until 2017. He has also been engaged in the management of
the Company as Full-time Corporate Auditor since 2019. We believe that his
extensive experience and broad knowledge will contribute to the management of
the Company, and therefore we propose his election as Director who is an Audit
and Supervisory Committee Member.

[Attendance at the Boardof Directors meetings]
12 out of 14 meetings(Note)(86%)
There are no special interests between Mr. Takashi Umezawa and the Company.

- 15 -

Number ofshares of theCompany held

5,700

No.

2

Name
(Date of birth)

Past experience, positions
and significant concurrent positions

December 2008 Registered as attorney-at-law, Osaka Bar Association
January 2009
Joined Doujima Sougou Law Office
January 2018
Partner, Doujima Sougou Law Office (to present)
April 2018
Regular Delegate, Osaka Bar Association
March 2019
Retired from Regular Delegate, Osaka Bar Association
November 2020 Consultant, Nonprofit Organization Hikosen
Member of Living Environment Dispute Conciliation
Committee, Ashiya City
February 2021 Registered as an Employment Environment Improvement
Expert (Class 1)
Shinobu Akiyoshi
June 2021
External Director, the Company (to present)(March 29, 1977)[Reasons for nomination as a candidate for External Director and asummary of expected roles]
Ms. Shinobu Akiyoshi has a wealth of experience and insight as an expert in law.
[New candidate]
She also has knowledge in creating a society where not only women, but also
[External]
persons with disabilities and the aged can play active roles. We believe that her[Independent]
extensive experience and broad knowledge will contribute to the management of[Attendance at the Board the Company, and therefore we propose her election as Director who is an Audit
and Supervisory Committee Member. If she is elected, she is expected to provide
of Directors meetings]
valuable advice on corporate legal affairs based on her expertise as an
14 out of 14 meetings
attorney-at-law, and encourage the promotion of women’s participation in the(100%)
Company.
Length of service as External Director: 2 years (at the conclusion of this General
Meeting of Shareholders)(Notes)1. There are no special interests between Ms. Shinobu Akiyoshi and theCompany.
2. Ms. Shinobu Akiyoshi is a candidate for External Director. She is also a
candidate for Independent Director prescribed by Tokyo Stock Exchange, Inc.
3. The Company has entered into an agreement with Ms. Shinobu Akiyoshi tolimit her liability under Article 423 Paragraph 1 of the Companies Act,
pursuant to Article 427 Paragraph 1 of the Companies Act. The maximum
amount of liability for damages under this agreement shall be the amountprovided for in laws and regulations. If the reelection of Ms. Shinobu
Akiyoshi is approved, the Company intends to continue such agreement.
4. Although Ms. Shinobu Akiyoshi has no past involvement in corporate
management other than by becoming an external officer, the Company
believes that she will perform her duties as External Director for the reasonsstated in “Reasons for nomination as a candidate for External Director and asummary of expected roles.”- 16 -

Number ofshares of theCompany held

600

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
April 1983

3

Joined Matsushita Electric Industrial Co., Ltd. (now PanasonicHoldings Corporation)
April 2003
Director and Plant General Manager, Kanazu Plant, Fukui
Matsushita Electric Co., Ltd
June 2007
Business Unit Head, Circuit Components Business Unit,
Panasonic Electronic Devices Co., Ltd.
April 2013
Vice President, Panasonic Automotive & Industrial Systems
Company, Panasonic Corporation
January 2016
Associate Director, Manufacturing Technology and Engineering
Division, Panasonic Corporation
April 2018
Director, Quality & Environment Division, PanasonicKatsuhiko Omoto
Corporation(October 7, 1960)
October 2022
Resigned from Panasonic Operational Excellence Co., Ltd.
[Reasonsfornomination
as a candidate for External Director and a[New candidate]summaryof
expectedroles][External]
Mr. Katsuhiko Omoto has a wealth of experience and insight in corporate[Independent]
management and has sufficient knowledge of areas including production, quality[Attendance at the Board and DX. We believe that his extensive experience and broad knowledge willcontribute to the management of the Company, and therefore we propose hisof Directors meetings]
election as Director who is an Audit and Supervisory Committee Member. If he is－elected, he is expected to provide valuable advice on management policies and to
perform his duties, such as supervision of decisions on important matters andexecution of operations.
(Notes)1. There are no special interests between Mr. Katsuhiko Omoto and the Company.
2. Mr. Katsuhiko Omoto is a candidate for External Director. He is also a
candidate for Independent Director prescribed by Tokyo Stock Exchange, Inc.
3. If the election of Mr. Katsuhiko Omoto is approved, the Company intends toenter into an agreement with him to limit his liability under Article 423
Paragraph 1 of the Companies Act, pursuant to Article 427 Paragraph 1 of theCompanies Act. The maximum amount of liability for damages under thisagreement shall be the amount provided for in laws and regulations.

- 17 -

Number ofshares of theCompany held

–

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
October 2002
Joined Asahi & Co. (now KPMG AZSA LLC)
April 2006
Registered as certified public accountant
September 2006 Resigned from KPMG AZSA LLC
October 2006
Joined Roland Berger Ltd.
December 2007 Resigned from Roland Berger Ltd.
January 2008
Established Otsuka Yusuke CPA Office
September 2010 Registered as certified public tax accountant
January 2014
June 2020

Number ofshares of theCompany held

Established Prost tax accountant corporation. Managing Partner(to present)
Accounting Auditor, Tatsuno Corporation (to present)[Reasons for nomination as a candidate for External Director and asummary of expected roles]
Mr. Yusuke Otsuka has a wealth of experience and insight as a certified public
accountant and certified public tax accountant, and he possesses a high degree of[New candidate]knowledge of auditing joint-stock companies. We believe that his extensive[External]
experience and broad knowledge will contribute to the management of the[Independent]
Company, and therefore we propose his election as Director who is an Audit and[Attendance at the Board Supervisory Committee Member. If he is elected, he is expected to provide
valuable advice on the strengthening of the management supervision functionof Directors meetings]
from an objective perspective independent from the management team that－
conduct the execution of operations, as well as on the Company’s capital policies
and financial strategies.
(Notes)1. There are no special interests between Mr. Yusuke Otsuka and the Company.
2. Mr. Yusuke Otsuka is a candidate for External Director. He is also a candidate
for Independent Director prescribed by Tokyo Stock Exchange, Inc.
3. If the election of Mr. Yusuke Otsuka is approved, the Company intends toenter into an agreement with him to limit his liability under Article 423
Paragraph 1 of the Companies Act, pursuant to Article 427 Paragraph 1 of theCompanies Act. The maximum amount of liability for damages under thisagreement shall be the amount provided for in laws and regulations.
4. Although Mr. Yusuke Otsuka has no past involvement in corporate
management other than by becoming an external officer, the Company
believes that he will perform his duties as External Director for the reasonsstated in “Reasons for nomination as a candidate for External Director and asummary of expected roles.”Yusuke Otsuka(October 16, 1980)

4–(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. If the candidates are appointed based on this proposal, they will be included among 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.

- 18 -

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

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

Name

External/Int
Independent
ernal

Sex

Position/responsibilities in the
Company

President
Chair, Nomination andCompensation Advisory
Committee
Managing Director, General
Manager of General Affairs
Department of Head Office

Corporate Technology/
mgmt.
R&D

Mitsuo TaguchiInternal

Male

Shinichiro
Takebayashi

Internal

Male

TadashiTaniguchiInternal

Male

Director, Manager of Hinase
Plant

○

○

○

○

○

○

Yorisada
MatsumotoInternal

Male

Director, General Manager ofTokyo Branch

TakashiUmezawa

Internal

Male

Audit and Supervisory
Committee Member (Full-time)

Shinobu
Akiyoshi

External○

FemaleKatsuhiko
Omoto

External○

Male

Yusuke Otsuka

External○

Male

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

○

○

Sales

Personnel/L Finance/ Legal/Riskabor
Accounting
mgmt.

○

○

○

○

○

○

IT Systems

○

○
○

○

○

○

ESG

○

○

○

Auditing(Operations/
Accountin
g)

○

○

○

○

○

○

○

○

○

○

○

○

○

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

- 19 -

Proposal 5:

Determination of the Amount of Compensation for Directors (excluding Directors who are Audit &Supervisory Committee Members)

The amount of compensation for Directors of the Company was approved to be within 320 million yen per year
(excluding employee salaries for Directors concurrently serving as employees) at the 108th Annual General Meeting of
Shareholders held on June 28, 2006.
Subject to the approval and resolution of Proposal 2: Partial Amendments to the Articles of Incorporation, theCompany will transition to a company with audit and supervisory committee.
Accordingly, in line with the transition to a company with audit and supervisory committee, to newly establish theamount of compensation for Directors (excluding Directors who are Audit & Supervisory Committee Members), theCompany proposes that the current provisions concerning the amount of compensation for Directors be abolished and, inconsideration of the economic situation and other various circumstances, the amount of compensation for Directors(excluding Directors who are Audit & Supervisory Committee Members) be set at within 280 million yen per year.
If this proposal is approved, to ensure consistency with the approved details, the Company plans to revise the“Matters Concerning the Policy for Determination of Details of Compensation, etc. for Individual Directors” in theBusiness Report by changing the references to “Directors” to “Directors (excluding Directors who are Audit &Supervisory Committee Members)” at the Board of Directors meeting after the conclusion of this General Meeting of
Shareholders.
This proposal is necessary to provide for the details of compensation, etc. for individual Directors in line with thatpolicy. In addition, it seeks to determine the compensation category for Directors (excluding Directors who are Audit &Supervisory Committee Members) within a reasonable range, based on the recommendations of the Nomination andCompensation Advisory Committee, taking into consideration factors such as the economic situation, the size of theCompany, the number of Directors, and the level of compensation paid at other companies. For these reasons, theproposal’s contents are deemed to be reasonable.
The Company proposes that the amount of compensation for Directors (excluding Directors who are Audit &Supervisory Committee Members) not include the employee salaries for Directors concurrently serving as employees. If
Proposal 2: Partial Amendments to the Articles of Incorporation and Proposal 3: Election of 4 Directors (excluding
Directors who are Audit & Supervisory Committee Members) are approved and resolved as originally proposed, thenumber of Directors (excluding Directors who are Audit & Supervisory Committee Members) will be four (4).
This proposal shall take effect when Proposal 2: Partial Amendments to the Articles of Incorporation comes into
effect.

- 20 -

Proposal 6:

Determination of the Amount of Compensation for Directors who are Audit & Supervisory
Committee Members

Subject to the approval and resolution of Proposal 2: Partial Amendments to the Articles of Incorporation, theCompany will transition to a company with audit and supervisory committee.
Accordingly, in line with the transition to a company with audit and supervisory committee, in consideration of theduties and responsibilities of Directors who are Audit & Supervisory Committee Members, the Company proposes to set
the amount of compensation for Directors who are Audit & Supervisory Committee Members at within 80 million yen
per year.
As stated in Proposal 5: Determination of the Amount of Compensation for Directors (excluding Directors who are
Audit & Supervisory Committee Members), if this proposal is approved, the Company plans to revise the Policy for
Determination of Details of Compensation, etc. for Individual Directors.
This proposal seeks to determine the compensation category for Directors who are Audit & Supervisory Committee
Members within a reasonable range, based on the recommendations of the Nomination and Compensation Advisory
Committee, taking into consideration factors such as the professional responsibilities of the Directors who are Audit &Supervisory Committee Members and the level of compensation of the Directors (excluding Directors who are Audit &Supervisory Committee Members). For these reasons, the contents of the proposal are deemed to be necessary andreasonable.
If Proposal 2: Partial Amendments to the Articles of Incorporation and Proposal 4: Election of 4 Directors who are
Audit & Supervisory Committee Members are approved and resolved as originally proposed, the number of Directors
who are Audit & Supervisory Committee Members will be four (4).
This proposal shall take effect when Proposal 2: Partial Amendments to the Articles of Incorporation comes into
effect.

- 21 -

Proposal 7:

Determination of Compensation for Granting Restricted Stock to Directors (Excluding Directors
who are Audit & Supervisory Committee Members and External Directors)

The amount of compensation for Directors of the Company was approved to be within 320 million yen per year
(excluding employee salaries for Directors concurrently serving as employees) at the 108th Annual General Meeting of
Shareholders held on June 28, 2006. Further, the introduction of a scheme for the payment of restricted stock-based
compensation of Directors (excluding External Directors) as a separate category to the above and the amount ofcompensation paid to Directors (excluding External Directors) under this scheme as within 50 million yen per year wereapproved at the 123rd Annual General Meeting of Shareholders held on June 24, 2021.
Subject to the approval and resolution of Proposal 2: Partial Amendments to the Articles of Incorporation, theCompany will transition to a company with audit and supervisory committee. In line with this transition, to replace theabove scheme, the Company seeks approval for the payment of compensation for granting restricted stock to Eligible
Directors as a separate category from the compensation amount requested in Proposal 5: Determination of the Amount ofCompensation for Directors (excluding Directors who are Audit & Supervisory Committee Members). In this proposal,
the compensation paid for the granting of restricted stock to Directors (excluding Directors who are Audit & Supervisory
Committee Members and External Directors) of the Company (hereinafter, “Eligible Directors”) shall be monetaryclaims, and the total amount thereof shall be unchanged at within 50 million yen per year (however, this excludes
employee salaries for Directors concurrently serving as employees), in a separate category from the compensation
amount for which approval is requested in Proposal 5. The specific timing of payment to each Eligible Director shall be
at a certain time each year, and the specific distribution shall be determined by the Board of Directors after consulting
the Nomination and Compensation Advisory Committee. However, the compensation for granting restricted stock shallnot be paid to Directors who are Audit & Supervisory Committee Members or External Directors. As the allocation of
restricted stock is determined via a comprehensive consideration of various matters including the level of the Director’s
contribution at the Company, the contents thereof are deemed to be reasonable.
While there are currently six (6) Directors (including two (2) External Directors), if Proposal 2: Partial Amendments
to the Articles of Incorporation” and Proposal 3: “Election of 4 Directors (excluding Directors who are Audit &Supervisory Committee Members)” are approved as originally proposed, there will be four (4) Eligible Directors. Basedon a Board of Directors resolution, Eligible Directors shall pay all monetary claims received via this proposal as property
contributed in kind, and receive the issuance or disposal of the Company’s common stock. The total number of theCompany’s common stock to be issued or disposed of as a result shall be within 100,000 shares per year (however, in theevent of a stock split [including gratis allocation of the Company’s common stock] or reverse stock split of theCompany’s common stock, or any other event that requires an adjustment to the total number of the Company’s common
stock issued or disposed of as restricted stock on or after the day this proposal is approved, the said total number shall be
adjusted within a reasonable scope). The amount to be paid in per share shall be determined by the Board of Directors,
within a scope that will not be particularly advantageous to the Eligible Directors who will receive the said common
stock, based on the closing price of the Company’s common stock on the Tokyo Stock Exchange on the business day
prior to the date of each Board of Directors resolution (if no transactions were made on that day, the closing price on the
trading day immediately preceding that day). In addition, the issuance or disposal of the Company’s common stock
based on this proposal and the payment of monetary claims as property contributed in kind shall be subject to theconclusion of a restricted stock allocation contract (hereinafter the “Allocation Contract”) between the Company and the
Eligible Directors, which includes the contents below. The Company deems that the maximum amount of compensationin this proposal, the total number of shares of the Company’s common stock to be issued or disposed of, and otherconditions for granting restricted stock to Eligible Directors based on this proposal are reasonable, as they have been
determined based on the recommendations of the Nomination and Compensation Advisory, in consideration of theabovementioned purpose, business conditions of the Company, the policy for determining the contents of compensation,etc. for individual Directors of the Company, and various other factors.
[Outline of Contents of the Allocation Contract](1) Period of transfer restrictions
Eligible Directors may not transfer, collateralize, or dispose of (hereinafter the “Transfer Restrictions”) the
Company’s common stock that they receive via the Allocation Contract (hereinafter the “Allocated Shares”) during theperiod (hereinafter the “Transfer Restriction Period”) from the date of receiving the allocation via the Allocation
Contract, until the time immediately after retirement from the position of executive or employee of the Company or its
subsidiaries predetermined by the Company’s Board of Directors (hereinafter the “Predetermined Position”).
(2) Treatment at the time of retirement
If an Eligible Director retires from the Predetermined Position before the expiration of a period predetermined by theCompany’s Board of Directors (hereinafter the “Service Provision Period”), the Company shall automatically acquire the
Allocated Shares without consideration, except in the case of an expiration of the term of office, death or any other- 22 -

justifiable reason for retirement.
(3) Lifting of the Transfer Restrictions
Notwithstanding the provisions of (1) above, the Company shall lift the Transfer Restrictions on all Allocated Shares
when the Transfer Restriction Period expires, on the condition that the Eligible Director was continuously in thePredetermined Position during the Service Provision Period. However, in the following cases, the Company shallrationally adjust, as necessary, the number of Allocated Shares on which the Transfer Restrictions will be lifted and thetime when the Transfer Restrictions will be lifted: i) the Eligible Director retires from the Predetermined Position before
the expiration of the Service Provision Period due to the expiration of the term of office, death or any other justifiablereason set forth in (2) above; or ii) after the expiration of the Service Provision Period, the Eligible Director retires fromthe Predetermined Position before the expiration of the Transfer Restriction Period for reasons other than due to the
expiration of the term of office, death or any other justifiable reason set forth in (2) above. In addition, the Company
shall automatically acquire without consideration the Allocated Shares on which Transfer Restrictions have not been
lifted, immediately after the Transfer Restrictions have been lifted pursuant to the provisions above.
(4) Treatment in the case of organizational restructuring, etc.
Notwithstanding the provisions of (1) above, if, during the Transfer Restriction Period, a merger agreement in which
the Company will become a disappearing company, a share exchange agreement or a share transfer plan in which theCompany will become a wholly owned subsidiary, or other matters concerning organizational restructuring, etc. isapproved at a General Meeting of Shareholders of the Company (or by the Company’s Board of Directors, if the saidorganizational restructuring, etc. does not require approval at a General Meeting of Shareholders), the Company shall lift,
prior to the effective date of the said organizational restructuring, etc., Transfer Restrictions on the Allocated Shares, in a
number determined rationally by a resolution of the Company’s Board of Directors based on the period from thecommencement date of the Transfer Restriction Period to the approval date of the said organizational restructuring, etc.
In the cases set forth above, the Company shall automatically acquire without consideration the Allocated Shares on
which Transfer Restrictions have not been lifted, immediately after the Transfer Restrictions have been lifted.
(5) Other matters
Other matters concerning the Allocation Contract shall be stipulated by the Company’s Board of Directors.

- 23 -

<Shareholder proposal (Proposal 8)>
Proposal 8 has been proposed by a single shareholder.
The Board of Directors opposes Proposal 8.
As a general rule, a summary of shareholder proposals and their reasons are presented as they were submitted by the
proposing shareholders.
Proposal 8:

Appropriation of Surplus

A. Summary of the proposal
That a year-end dividend for the fiscal year ended March 31, 2023 be distributed from the Company’s retained
earnings.
(a) Type of dividend property
Cash(b) Matters concerning allocation of dividend assets and their total amountThe amount obtained by deducting the amount of dividend of surplus per share of common stock in the Company
proposed by the Board of Directors of the Company at this Annual General Meeting of Shareholders and approvedat this Meeting from ¥100 (or ¥100 if the Board of Directors of the Company does not propose appropriation of
surplus at this Annual General Meeting of Shareholders).
(c) Effective date of the dividends of surplus
June 22, 2023
B. Reasons for the proposal
As of the date of preparing this proposal, the price-to-book ratio of the Company’s share price is around 1, and withthe previous sense of being undervalued on the market subsiding, the Company made an IR announcement
concerning the cancellation of Company shares on April 7, 2023 that it would cancel treasury stock, with a scheduled
date of April 28, 2023. This action is to be commended to a certain extent from the perspective of maintaining theshare price level.
However, rather than continuing to acquire Company shares again in future to secure sustained stability of the shareprice by lowering liquidity and PER, it is conceivable that a policy of undertaking the cancellation of treasury stock
and increasing the payout ratio after curbing future repurchases of Company shares would be a more economicallyrational method of shareholder returns. Accordingly, the proposing shareholder makes this proposal in the belief that,in respect of future shareholder returns, the Company should increase dividends instead of relying on the repurchaseof Company shares, if the price-to-book ratio is over 1.

<Opinion of the Board of Directors on Proposal 8
1. Opinion of the Board of Directors of the Company
The Board of Directors opposes this proposal 8.
2. Reasons for the opposition
In its First Medium-Term Management Plan announced on May 13, 2021, the Company’s basic strategy andpriority measures are to invest in humans, things, and information, and to build a management foundation that
supports sustainable growth, while working to maintain high profitability and financial well-being. The Company’s
basic thinking is to maintain social harmony, increase financial and non-financial value, and sustainably improve
corporate value through maintaining profitability and promoting ESG management.
The Medium-Term Management Plan aims to sustainably improve corporate value and enhance distributions offunds to strategic investments and shareholder returns while maintaining profitability and financial well-being. In
terms of the shareholder return policy, the Plan’s goals are to make appropriate returns via stable dividends aiming at aconsolidated payout ratio of 30% and flexible repurchases of Company shares. In addition, the Company’s dividend
policy, based on continued stable dividends, is to pay dividends commensurate with profits, while strengthening thecorporate financial structure and expanding retained earnings.
Based on many factors, such as concerns over deterioration of financial results for the Company’s business partners
due to the mature domestic market, sluggish demand for refractories over the long-term, uncertainties in international
market conditions and demand due to the Ukrainian situation, soaring raw material prices currently, increased calls for
decarbonization, ESG, and SDGs, and natural disasters, the management environment and social conditions
surrounding the Company are changing drastically, and in considering the Company’s medium- to long-term funds
distribution, it would be preferable to address shareholder return methods more flexibly.
- 24 -

The Company, based on the aforementioned policy, announced on May 13, 2023 that we plan to pay an annual
dividend of ¥45 per share for the fiscal year ended March 31, 2023, an increase of ¥2 from the previous year. As such,
the Company has met the expectations of its shareholders by raising the annual dividend from ¥9 to ¥45 per sharesince the fiscal year ended March 31, 2014, and has made approximately ¥1.5 billion in Company share repurchases in
the fiscal year ended March 31, 2023. As a result, the total return payout ratio for the fiscal year ended March 31,
2023, is expected to be 80.5%.
As stated above, it is the Company’s goal to sustainably improve corporate value and enhance distributions offunds to strategic investments and shareholder returns, via stable dividends aimed at a consolidated dividend payout
ratio of 30% and flexible repurchases of Company shares, while maintaining profitability and financial well-being.
The Company will do this by achieving the First Medium-Term Management Plan, and in so doing, it hopes to meetthe expectations of its shareholders and other stakeholders.
On May 12, 2023, we announced that we would repurchase up to a total of ¥1.5 billion or 1.5 million shares byMarch 31, 2024.
If the year-end dividend were ¥100 per share as the proposing shareholder seeks, the annual dividend with theaddition of the interim dividend of 20 yen per share would be 120 yen per share, and the dividend payout ratio would
be 79.6%. The proposal sought by the proposing shareholder holds that the vast majority of profits should be returned
to shareholders through dividends alone. In addition, combined with the Company share repurchases made by theCompany during the fiscal year ended March 31, 2023, the total return payout ratio would be 130.1%. Such a proposal
is not in line with our aforementioned policy.
Accordingly, the Board of Directors of the Company opposes Proposal 8.

- 25 -