November 20, 2023
GS Yuasa Corporation
President: Osamu Murao(TSE code: 6674, Prime Market)
Inquiries: Hiroaki Matsushima,
Director and CFO
Tel: +81-75-312-1211

Notice Regarding Issuance of New Shares by way of Public Offeringand Third-Party Allotment and Secondary Offering of Shares

GS Yuasa Corporation (Tokyo Stock Exchange: 6674 “the Company”) announces today that its
Board of Directors passed a resolution dated November 20, 2023 on issuance of new shares by
way of public offering and third-party allotment and a secondary offering of shares of the Company.

1. Issuance of New Shares by way of Public Offering (public offering)(1) Class and Number of
15,219,400 shares of common stock of the Company
Shares to be Offered(2)

Method of

The amount to be paid will be determined on a date falling in

Determination of thethe period from November 29, 2023 (Wednesday) to

Amount to be Paid

December 5, 2023 (Tuesday) (the “Pricing Date”) in
accordance with the method set forth in Article 25 of theRules Concerning Underwriting, Etc. of Securities provided
by the Japan Securities Dealers Association (the “JSDA”).

(3)

Amount of Capital

The amount of capital to be increased shall be half of theand Capital Reserve

maximum amount of capital to be increased, in accordance

to be Increased

with Article 14, Paragraph 1 of the Regulation on Corporate
Accounting, with any fraction less than one yen resulting
from the calculation shall be rounded up to the nearest yen.
The amount of capital reserve to be increased shall be theamount obtained by subtracting the amount of capital to be
increased from the maximum amount of capital to be
increased.

(4)

Method of Offering

The offering will be a public offering. All of the new sharesshall be purchased for sale by the underwriting syndicate ledby the underwriters designated as joint lead managers (the“Underwriters”).

Note: This press release does not constitute an investment solicitation for any securities for sale. This press release has
been prepared for the purpose of publicly announcing that the Company has resolved matters relating to the issuance of
new shares, the secondary offering of its shares and the issuance of new shares by way of third-party allotment, and not
for the purpose of soliciting investment or engaging in any other similar activities within or outside Japan. This press
release does not constitute an offer of investment in nor solicitation for purchase securities within the United States or
elsewhere. The securities referred to in this press release have not been, and will not, registered under the U.S. Securities
Act of 1933 or any relevant securities law of any state. The securities may not be offered or sold in the United States
absent registration or an exemption from registration requirements under the U.S. Securities Act of 1933. No offer of
securities for sale in the United States will be made in connection with the above-mentioned transactions.

The issue price of the public offering (offer price) shall be
determined based on the tentative price range calculated bymultiplying the closing price in regular trading of share ofcommon stock of the Company on the Tokyo Stock
Exchange on the Pricing Date (or, if no closing price isquoted, the closing price of the immediately preceding date)by 0.90 – 1.00 (if closing price is over 3,000 yen, any fraction
less than one yen shall be rounded down to the nearest one
yen, and if closing price is less than or equal to 3,000 yen,
any fraction less than 0.5 yen shall be rounded down to thenearest 0.5 yen), in accordance with Article 25 of the Rules
Concerning Underwriting, Etc. of Securities provided by the
JSDA, taking into account market demand and otherconditions.
A portion of the publicly offered new shares may be sold tooverseas investors in overseas markets, mainly in Europe
and Asia (excluding the United States and Canada).
(5)

Payment Date

The payment date shall be a day between December 5, 2023
(Tuesday) and December 11, 2023 (Monday), provided,
however, the payment date shall be the date four businessdays after the Pricing Date.

(6)

The amount to be paid, the amount of increase in capital stock and capital reserve
and any other matters necessary for the issuance of new shares by way of public
offering shall be determined at the discretion of Osamu Murao, President andRepresentative Director or Hiroaki Matsushima, Director.

(7)

Each item above shall be subject to the effectiveness of the securities registration
statement filed under the Financial Instruments and Exchange Act of Japan.

2. Issuance of New Shares by way of Third-Party Allotment that Sets Honda Motor Co., Ltd. as an
Allottee(1)

Class and Number of

2,497,700 shares of common stock of the Company

Shares to be Offered
(2)

(3)

Method of

The amount to be paid will be determined on the Pricing

Determination of theDate. Such amount to be paid shall be the same as the issue

Amount to be Paid

price (offer price) with respect to the public offering.

Amount of Capital

The amount of capital to be increased shall be half of theand Capital Reserve

maximum amount of capital to be increased, in accordance

to be Increased

with Article 14, Paragraph 1 of the Regulation on Corporate
Accounting, with any fraction less than one yen resulting
from the calculation shall be rounded up to the nearest yen.
The amount of capital reserve to be increased shall be theNote: This press release does not constitute an investment solicitation for any securities for sale. This press release has
been prepared for the purpose of publicly announcing that the Company has resolved matters relating to the issuance of
new shares, the secondary offering of its shares and the issuance of new shares by way of third-party allotment, and not
for the purpose of soliciting investment or engaging in any other similar activities within or outside Japan. This press
release does not constitute an offer of investment in nor solicitation for purchase securities within the United States or
elsewhere. The securities referred to in this press release have not been, and will not, registered under the U.S. Securities
Act of 1933 or any relevant securities law of any state. The securities may not be offered or sold in the United States
absent registration or an exemption from registration requirements under the U.S. Securities Act of 1933. No offer of
securities for sale in the United States will be made in connection with the above-mentioned transactions.

amount obtained by subtracting the amount of capital to be
increased from the maximum amount of capital to be
increased.
(4)

Allottee

Honda Motor Co., Ltd.

(5)

Payment Date

The payment date shall be a day between December 5, 2023
(Tuesday) and December 11, 2023 (Monday), provided,
however, the payment date shall be the date four businessdays after the Pricing Date and the same as the public
offering.

(6)

The amount to be paid, the amount of increase in capital stock and capital reserve
and any other matters necessary for the issuance of new shares by way of third-party
allotment that sets Honda Motor Co., Ltd. as an allottee shall be determined at thediscretion of Osamu Murao, President and Representative Director or Hiroaki
Matsushima, Director.

(7)

Each item above shall be subject to the effectiveness of the securities registration
statement filed under the Financial Instruments and Exchange Act of Japan.

(8)

If the public offering is cancelled, the issuance of new shares by way of third-party
allotment that sets Honda Motor Co., Ltd. as an allottee shall also be cancelled.

3. Secondary Offering of Shares by way of Overallotment (see “<Reference> 1.” below)(1) Class and Number of
2,282,900 shares of common stock of the Company
Shares to be Sold

The number of shares above is the maximum number ofshares to be sold, and the actual number of shares to be
sold may decrease, or the secondary offering by way ofoverallotment itself may be cancelled, subject to market
demand and other conditions. The number of shares to be
sold shall be determined on the Pricing Date after
consideration of the market demand and other conditions.

(2)

Seller

The designated lead manager(3)

Selling Price

Undetermined (the selling price shall be determined on the
Pricing Date; provided, however, such selling price shall be
the same as the issue price (offer price) in the public offering)(4)

Method of secondary

After consideration of the market demand and other

Offering

conditions for the public offering, the designated leadmanager will offer the shares of common stock of theCompany, which are borrowed from shareholders of theCompany (the maximum number being 2,282,900 shares).

(5)

Delivery Date

The delivery date shall be the business day immediately
following the payment day in the public offering.

(6)

The selling price and any other matters necessary for the secondary offering by wayof overallotment shall be determined at the discretion of Osamu Murao, President andNote: This press release does not constitute an investment solicitation for any securities for sale. This press release has
been prepared for the purpose of publicly announcing that the Company has resolved matters relating to the issuance of
new shares, the secondary offering of its shares and the issuance of new shares by way of third-party allotment, and not
for the purpose of soliciting investment or engaging in any other similar activities within or outside Japan. This press
release does not constitute an offer of investment in nor solicitation for purchase securities within the United States or
elsewhere. The securities referred to in this press release have not been, and will not, registered under the U.S. Securities
Act of 1933 or any relevant securities law of any state. The securities may not be offered or sold in the United States
absent registration or an exemption from registration requirements under the U.S. Securities Act of 1933. No offer of
securities for sale in the United States will be made in connection with the above-mentioned transactions.

Representative Director or Hiroaki Matsushima, Director.
(7)

Each item above shall be subject to the effectiveness of the securities registration
statement filed under the Financial Instruments and Exchange Act of Japan.

(8)

If the public offering is cancelled, the secondary offering of shares by way ofoverallotment shall also be cancelled.

4. Issuance of New Shares by way of Third-Party Allotment that Sets the Designated Lead
Manager as an Allottee (see “<Reference> 1.” below)(1)

Class and Number of

2,282,900 shares of common stock of the Company

Shares to be Offered
(2)

(3)

Method of

The amount to be paid will be determined on the Pricing

Determination of theDate. The amount to be paid shall be the same as theAmount to be Paidamount to be paid for the public offering.

Amount of Capital

The amount of capital to be increased shall be half of theand Capital Reserve

maximum amount of capital to be increased, in accordance

to be Increased

with Article 14, Paragraph 1 of the Regulation on Corporate
Accounting, with any fraction less than one yen resulting
from the calculation shall be rounded up to the nearest yen.
The amount of capital reserve to be increased shall be theamount obtained by subtracting the amount of capital to be
increased from the maximum amount of capital to be
increased.

(4)

Allottee

The designated lead manager(5)

Payment Date

December 28, 2023 (Thursday)(6)

Shares not subscribed within the subscription period shall not be issued.

(7)

The amount to be paid, the amount of increase in capital stock and capital reserve
and any other matters necessary for the issuance of new shares by way of third-party
allotment that sets the designated lead manager as an allottee shall be determined at
the discretion of Osamu Murao, President and Representative Director or Hiroaki
Matsushima, Director.

(8)

Each item above shall be subject to the effectiveness of the securities registration
statement filed under the Financial Instruments and Exchange Act of Japan.

(9)

If the public offering is cancelled, the issuance of new shares by way of third-party
allotment that sets the designated lead manager as an allottee shall also be cancelled.

Note: This press release does not constitute an investment solicitation for any securities for sale. This press release has
been prepared for the purpose of publicly announcing that the Company has resolved matters relating to the issuance of
new shares, the secondary offering of its shares and the issuance of new shares by way of third-party allotment, and not
for the purpose of soliciting investment or engaging in any other similar activities within or outside Japan. This press
release does not constitute an offer of investment in nor solicitation for purchase securities within the United States or
elsewhere. The securities referred to in this press release have not been, and will not, registered under the U.S. Securities
Act of 1933 or any relevant securities law of any state. The securities may not be offered or sold in the United States
absent registration or an exemption from registration requirements under the U.S. Securities Act of 1933. No offer of
securities for sale in the United States will be made in connection with the above-mentioned transactions.

<Reference>
1. Secondary offering by way of overallotment
The secondary offering by way of overallotment described in “3. Secondary Offering of Sharesby way of Overallotment” is a secondary offering to be conducted after considering market
demand and other conditions upon making the issuance of new shares described in “1. Issuanceof New Shares by way of Public Offering (public offering)” with a maximum of 2,282,900 sharesof common stock of the Company that the designated lead manager of the public offering and thesecondary offering, will borrow from shareholders of the Company. The number of shares to be
sold in the secondary offering by way of overallotment is expected to be 2,282,900 shares, whichis the maximum number of shares that can be sold; however, depending on market demand andother conditions, such number may be decreased or the secondary offering by way ofoverallotment itself may be cancelled.
In relation to the secondary offering by way of overallotment, in order to have the designatedlead manager acquire the shares to return to shareholders borrowed from shareholders (the“Borrowed shares”), the Company has decided to conduct a third-party allotment of 2,282,900
shares of common stock of the Company to the designated lead manager through third-party
allotment that sets the designated lead manager as an allottee with payment date on December
28, 2023 (Thursday), by a resolution of the Board of Directors dated November 20, 2023 (Monday).
Furthermore, the designated lead manager may also purchase shares of common stock of theCompany on the Tokyo Stock Exchange in a quantity of up to the number of shares to be sold inthe secondary offering by way of overallotment for the purpose of returning the Borrowed shares(such transactions, the “Syndicate cover transactions”), during the period beginning on the day
immediately following the last day of the subscription period for the public offering and thesecondary offering by way of overallotment and ending on December 22, 2023 (Friday) (the“Syndicate cover transaction period”). All shares of common stock of the Company purchased by
the designated lead manager through syndicate cover transaction will be used to return the
Borrowed shares. It should be noted that, during the syndicate cover transaction period, thedesignated lead manager may decide not to conduct any syndicate cover transactions or may
terminate any syndicate cover transactions before the number of shares purchased reaches thenumber of shares to be sold in the secondary offering by way of overallotment.
Also, the designated lead manager may conduct market stabilization transactions associatedwith both the public offering and the secondary offering by way of overallotment, and may use allor part of the shares of common stock of the Company purchased through the stabilizationtransactions to return the Borrowed shares.
Note: This press release does not constitute an investment solicitation for any securities for sale. This press release has
been prepared for the purpose of publicly announcing that the Company has resolved matters relating to the issuance of
new shares, the secondary offering of its shares and the issuance of new shares by way of third-party allotment, and not
for the purpose of soliciting investment or engaging in any other similar activities within or outside Japan. This press
release does not constitute an offer of investment in nor solicitation for purchase securities within the United States or
elsewhere. The securities referred to in this press release have not been, and will not, registered under the U.S. Securities
Act of 1933 or any relevant securities law of any state. The securities may not be offered or sold in the United States
absent registration or an exemption from registration requirements under the U.S. Securities Act of 1933. No offer of
securities for sale in the United States will be made in connection with the above-mentioned transactions.

The designated lead manager plans to acquire the number of shares from the Company after
subtracting the number of shares to be used to return the Borrowed shares acquired fromstabilization and syndicate cover transactions from the number of shares in the secondary offering
by way of overallotment, in response to the allotment through the third-party allotment that sets
the designated lead manager as an allottee. Therefore, subscription may not be made for all orpart of the number of shares to be issued in the third-party allotment that sets the designated leadmanager as an allottee, and as a result the number of shares to be issued may be decreased to
the limit, or the shares may not be issued at all.
If the designated lead manager accepts the allotment through the third-party allotment thatsets the designated lead manager as an allottee, the designated lead manager will makepayment for the number of shares to acquire, using the funds from the secondary offering by
way of overallotment.
2. Use of Proceeds
Use of proceeds from the offeringWith respect to the maximum net approximate total amount of JPY 47,162,966,688
from the public offering, the third-party allotment that sets Honda Motor Co., Ltd. as
an allottee and the third-party allotment that sets the designated lead manager as anallottee, the Company intends to allocate the funds to investment towards further
growth in business through investments and loans to consolidated subsidiaries or
equity-method affiliates. Furthermore, proceeds will be held and managed in stablefinancial assets such as bank deposits of the Company's group until actual
expenditures. Given such background, specific use of the proceeds from the offering
is as follows:(1) Capital expenditure in new plant for manufacturing Lithium-ion Batteries (LiBs) for
Battery Electric Vehicle (BEVs)
GS Yuasa International Ltd., Blue Energy Co., Ltd. and Honda Motor Co., Ltd., asbusiness partners, are planning the project of approximately JPY 434.1 billion which
includes R&D for high-capacity and high-output storage batteries, manufacturing
technology development for mass-production and implementation of massproduction investment, which has been certified by Ministry of Economy, Trade andIndustry (METI) on April 28, 2023 as “Overview of Supply Assurance Plan”. Under
the project, GS Yuasa International Ltd., Blue Energy Co., Ltd. and Honda MotorCo., Ltd. will be allocated JPY 30 billion to capital expenditure in LiBs manufacturing
plant for BEVs and Energy Storage Systems (ESS) throughout the period of the
Sixth Mid-Term Management Plan (FY2023-FY2025) (by the end of March 2026).
(2) R&D investment in development of high-capacity and high-output LiBs and Next-gen
Batteries.
Note: This press release does not constitute an investment solicitation for any securities for sale. This press release has
been prepared for the purpose of publicly announcing that the Company has resolved matters relating to the issuance of
new shares, the secondary offering of its shares and the issuance of new shares by way of third-party allotment, and not
for the purpose of soliciting investment or engaging in any other similar activities within or outside Japan. This press
release does not constitute an offer of investment in nor solicitation for purchase securities within the United States or
elsewhere. The securities referred to in this press release have not been, and will not, registered under the U.S. Securities
Act of 1933 or any relevant securities law of any state. The securities may not be offered or sold in the United States
absent registration or an exemption from registration requirements under the U.S. Securities Act of 1933. No offer of
securities for sale in the United States will be made in connection with the above-mentioned transactions.

The Company intends to allocate JPY 10 billion to R&D investment in LiBs of“Honda・GS Yuasa EV Battery R&D Co., Ltd.”, a joint venture with Honda Motor Co.,
Ltd. and started its business activities on August 1, 2023, and for Next-gen Batteriesof the Company (by the end of March 2027).
(3) Capital expenditure in facility expansion of plant for manufacturing LiBs for HybridElectric Vehicle (HEVs)
The Company intends to allocate the remaining balance of proceeds to the plan ofenhancing production capacity of LiBs for HEVs at Blue Energy Co., Ltd. (by the endof March 2025).

Note: This press release does not constitute an investment solicitation for any securities for sale. This press release has
been prepared for the purpose of publicly announcing that the Company has resolved matters relating to the issuance of
new shares, the secondary offering of its shares and the issuance of new shares by way of third-party allotment, and not
for the purpose of soliciting investment or engaging in any other similar activities within or outside Japan. This press
release does not constitute an offer of investment in nor solicitation for purchase securities within the United States or
elsewhere. The securities referred to in this press release have not been, and will not, registered under the U.S. Securities
Act of 1933 or any relevant securities law of any state. The securities may not be offered or sold in the United States
absent registration or an exemption from registration requirements under the U.S. Securities Act of 1933. No offer of
securities for sale in the United States will be made in connection with the above-mentioned transactions.