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.

Securities code: 5451
June 3, 2024
To our shareholders:Satoshi Nitta, President and Representative Director
Yodogawa Steel Works, Ltd.
4-1-1 Minami-honmachi, Chuo-ku, Osaka

NOTICE OF THE 125TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are hereby notified of the 125th Ordinary General Meeting of Shareholders of Yodogawa Steel Works, Ltd. (the“Company”), which will be held as described below.
When convening this general meeting of shareholders, the Company takes measures for providing in electronic
format the information that constitutes the content of reference documents for the shareholders meeting, etc. (items
for which measures for providing information in electronic format are to be taken). This information is posted oneach of the following websites, so please access either of those websites to confirm the information.
[The Company’s website]
https://www.yodoko.co.jp/ir/ir-stock/meeting/ (in Japanese)[Website for posted informational materials for the general meeting of shareholders]
https://d.sokai.jp/5451/teiji/ (in Japanese)[TSE website (Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the Internet address shown above, enter “Yodogawa Steel Works” in “Issue name(company name)” or the Company’s securities code “5451” in “Code,” and click “Search.” Then, click “Basic
information” and select “Documents for public inspection/PR information.” Under “Filed information available forpublic inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /Informational
Materials for a General Shareholders Meeting].”)
You may exercise your voting rights either electronically (via the Internet) or by postal mail (voting form). Please
review the “Reference Documents for the General Meeting of Shareholders” attached or included in the items subject
to measures for electronic provision and we request that you exercise your rights no later than 5:30 p.m., Monday,
June 24, 2024 (Japan Standard Time).
1. Date and Time: Tuesday, June 25, 2024 at 10:00 a.m. (Japan Standard Time)
2. Venue:
Banquet Room “Tsuru,” 5th Floor, Hotel Nikko Osaka
1-3-3 Nishi-Shinsaibashi, Chuo-ku, Osaka
3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 125th Term (from April 1, 2023 to March
31, 2024), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor
and the Audit & Supervisory Board.
2. Non-Consolidated Financial Statements for the 125th Term (from April 1, 2023 to March 31, 2024)
Items to be resolved:<Company Proposals (From Proposal 1 to Proposal 3)>
Proposal 1:
Election of Seven (7) Directors
Proposal 2:
Election of Four (4) Audit & Supervisory Board Members
Proposal 3:
Election of One (1) Substitute Audit & Supervisory Board Member-1-<Shareholder Proposals (From Proposal 4 to Proposal 10)>
Proposal 4:
Amendment to the Articles of Incorporation in Relation to the Decision-making Body for
Dividends from Surplus, Etc.
Proposal 5:
Disposal of Surplus
Proposal 6:
Amendment to the Articles of Incorporation in Relation to the Formulation and Disclosureof a Plan Towards Improving PBR by 1x or More
Proposal 7:
Amendment to the Articles of Incorporation in Relation to the Shareholder Benefit
Program
Proposal 8:
Abolition of the Shareholder Benefit Program
Proposal 9:
Amendment to the Articles of Incorporation in Relation to the Cancellation of Treasury
Stock
Proposal 10:
Cancellation of Treasury Stock- If attending the meeting in person, please present the enclosed voting rights form at the reception desk.
- If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items before
and after the revisions will be posted on the websites above.
- Of the items subject to measures for electronic provision, the following items are not included in this notice of convocation inaccordance with laws and regulations and Article 16, Paragraph 2 of the Company’s Articles of Incorporation.
- “Matters Concerning Stock Acquisition Rights” and “Overview of Systems for Ensuring Appropriateness of Business Activities
and Operation Status” of the Business Report- “Consolidated Statement of Change in Net Assets” and “Notes to Consolidated Financial Statements” of the Consolidated
Financial Statements- “Non-consolidated Statement of Change in Net Assets” and “Notes to Non-consolidated Financial Statements” of the Nonconsolidated Financial Statements
The above items are a portion of the consolidated financial statements and non-consolidated financial statements that were auditedby the Accounting Auditor in preparing the accounting audit report, and a portion of the business report, consolidated financial
statements and the non-consolidated financial statements that were audited by the Audit & Supervisory Board Members in preparing
the audit report.

4. Exercise of Voting Rights:
You may exercise your voting rights by one of the following three (3) methods.
1) Exercise of voting rights by attendance at the General Meeting of Shareholders
Please submit the enclosed voting form to the receptionist on the day of the General Meeting of Shareholders.
Date and Time of the General Meeting of Shareholders: Tuesday, June 25, 2024, at 10:00 a.m. (Japan
Standard Time)If you would like to exercise your voting rights by proxy, you may do so by nominating one shareholder
with voting rights as proxy. Please also be advised that non-shareholders will not be permitted to attend themeeting.
2) Exercise of Voting Rights by Postal Mail
Please indicate your approval or disapproval of the proposals on the enclosed voting form and return it bypostal mail to reach us no later than the deadline for exercising voting rights.
Deadline for exercising voting rights: To reach us no later than 5:30 p.m., Monday, June 24, 2024 (Japan
Standard Time)In the event that there is no indication of approval or disapproval of a proposal on the voting form, this shallbe treated as an intent of approval for Company Proposals, and disapproval for Shareholder Proposals.
3) Exercise of Voting Rights via the Internet
Kindly peruse the “Guide to the Exercise of Voting Rights via the Internet” on page 3, and please exercise
your voting rights by accessing the “Smart Exercise” or “Exercise of Voting Rights Website” no later thanthe deadline for exercising voting rights.
Deadline for exercising voting rights: To input no later than 5:30 p.m., Monday, June 24, 2024 (Japan
Standard Time)
1) In cases of duplicate exercise of voting rights both by using the Internet and by using the voting form,
the exercise of the voting rights via the Internet shall be treated as valid.
2) In cases in which multiple exercises of voting rights have been made via the Internet, the most recent
exercise of voting rights shall be treated as valid.
-2-Guide to the Exercise of Voting Rights via the Internet
1. Exercise of Voting Rights by the “Smart Exercise”(1) Please read the QR code*1 on the right-hand side of the enclosed Voting Form using a smartphone or similar
device*2, access the “Smart Exercise” website designated by the Company, and indicate your approval ordisapproval of the proposals in accordance with the guidance on the screen (It is not necessary to enter the
Exercise of Voting Rights Code and the Password).
(2) The exercise of voting rights using “Smart Exercise” can only be performed once. In the event that you
wish to revise the approval or disapproval indicated after exercising voting rights, you must use method 2.
below to exercise your voting rights once again.
*1. QR Code is a registered trademark of DENSO WAVE INCORPORATED.
*2. An application (or a feature) to read QR Codes will be required.

2. Exercise of Voting Rights by the entry of the Exercise of Voting Rights Code and the Password(1) Please access the “Exercise of Voting Rights Website” (refer to the URL below), and enter the Exercise of
Voting Rights Code and the Password printed on the enclosed voting form to log in, then indicate yourapproval or disapproval in accordance with the guidance on the screen. It is necessary for you to change
your password when you log in for the first time.

https://soukai.mizuho-tb.co.jp/
(2)
(3)

(4)

The Exercise of Voting Rights Code and the Password (including the new password selected by yourself
when asked to change it) shall be valid only for this Ordinary General Meeting of Shareholders.
Please be careful how you manage your password, as it is used as a means of confirming the identity of theshareholder exercising voting rights. Please be noted that the Company (shareholder registry administrator)
will not contact you to ask for your password.
If you enter your password incorrectly for a certain number of times, the password will be locked and you
will no longer be able to use it. If this occurs, please complete the procedures indicated in the guidance on
the screen.

(Notes)- The deadline for exercising voting rights is 5:30 p.m., Monday, June 24, 2024 (Japan Standard Time). Voting
rights reaching the Company (shareholder registry administrator) before the deadline are valid, so we requestthat you kindly exercise them well in advance.
- In the event that voting rights are exercised both by using the voting form and via the Internet, only the voteperformed via the Internet shall be deemed effective. If you exercise your voting rights more than once via
the Internet, only your final vote shall be deemed effective.
- You shall bear your own expenses for connection to the Internet.
- Although operational checks have been carried out for the exercise of voting rights for common Internet
connection devices, there is a possibility that you may be unable to access the site due to the device you areusing and the situation at the time.
3. For your inquiries
If you have any inquiries, please contact the Securities Agent Dept. of Mizuho Trust & Banking Co., Ltd.,
which is the Company’s shareholder registry administrator, as shown below.
(1) Inquiries regarding the operation of the “Smart Exercise” and “Exercise of Voting Rights Website”
Tel: 0120-768-524 (toll free only from Japan) (Business hours: 9:00 a.m. to 9:00 p.m. except for year-end
and New Year’s holidays)(2) Inquiries regarding share handling matters other than the above
Tel: 0120-288-324 (toll free only from Japan) (Business hours: 9:00 a.m. to 5:00 p.m. on weekdays)-3-

Reference Documents for the General Meeting of Shareholders
Items to be Resolved and Reference Documents<Company Proposals (From Proposal 1 to Proposal 3)>
Proposal 1:
Election of Seven (7) Directors
The terms of office of all seven (7) Directors will expire at the conclusion of this General Meeting of Shareholders.
In that regard, the Company proposes the election of seven (7) Directors.
The candidates for Directors are as follows:
No.

Name
(Date of birth)

Career summary, position, responsibilities, and significant
concurrent positions outside the Company
Apr. 1980
Nov. 2009
Sept. 2010

1

Number of theCompany’s shares
ownedJoined the Company
Was seconded to Sheng Yu Steel Co., Ltd.
Was treated as General Manager of Sheng Yu
Steel Co., Ltd.
Apr. 2012
Senior Executive Officer, Senior General
Manager Corporate Planning Division, General
Manager of Overseas Business Planning Dept.,
and Supervisor of Steel Coil & Sheet Plants of
the Company
Satoshi Nitta
Apr. 2014
Senior Executive Officer of the Company(March 26, 1956)
28,783President of YODOGAWA-SHENGYU
Reappointment(HEFEI) HIGH-TECH STEEL CO., LTD.
June 2017
Director, Managing Executive Officer of theCompany
President of YODOGAWA-SHENGYU(HEFEI) HIGH-TECH STEEL CO., LTD.
June 2018
President and Representative Director of theCompany (Current Position)[Significant concurrent position outside the Company]
President and Representative Director of Keiyo Tekko Futo Co.,Ltd.
Reasons for selection as a candidate for Director
Satoshi Nitta has worked mainly in the production and corporate planning department of steel-coil and sheet-related
operations. Since he also has considerable operational experience relating to the management of overseas subsidiarycompanies, we request that he continue to be appointed as a Director to utilize his extensive experience and knowledge
as a member of the Board of Directors of the Company.

-4-

No.

Name
(Date of birth)

Career summary, position, responsibilities, and significant
concurrent positions outside the Company
Apr. 1986
June 2011
Apr. 2014

June 2016

June 2017

June 2018

Toshio Kumamoto(March 13, 1963)
Reappointment

Apr. 20192

June 2019

Apr. 2022

Apr. 2023

Joined the Company
General Manager of General Affairs Dept. of
the Company
Executive Officer, General Manager Kure Plant
and General Manager of General Affairs Dept.
Kure Plant of the Company
Senior Executive Officer, General Manager
Administration Division, General Manager ofGeneral Affairs Dept. and General Manager ofGeneral Affairs Dept. of Tokyo Branch of theCompany
Senior Executive Officer, Senior General
Manager Administration Division, General
Manager of General Affairs Dept., General
Manager of General Affairs Dept. of Tokyo
Branch, in charge of affiliated companies of theCompany
Director, Managing Executive Officer, Senior
General Manager Administration Division,
General Manager of General Affairs Dept.,
General Manager of General Affairs Dept. ofTokyo Branch, in charge of affiliatedcompanies of the Company
Director, Managing Executive Officer, Senior
General Manager Administration Division,
General Manager of General Affairs Dept.,
General Manager of General Affairs Dept. ofTokyo Branch, Senior General Manager
Corporate Planning Division, General Managerof Overseas Business Planning Dept., in chargeof affiliated companies of the Company
Director, Managing Executive Officer, Senior
General Manager Administration Division,
General Manager of General Affairs Dept.,
General Manager of General Affairs Dept. ofTokyo Branch, in charge of affiliatedcompanies of the Company
Director, Managing Executive Officer, Senior
General Manager Administration Division, incharge of domestic affiliated companies of theCompany
Director, Senior Managing Executive Officer,
Senior General Manager Administration
Division, General Manager of Legal Affairs
Dept., in charge of domestic affiliatedcompanies of the Company (Current Position)

Number of theCompany’s shares
owned

13,943

Reasons for selection as a candidate for Director
Toshio Kumamoto has worked mainly in the general affairs department. Since he also has considerable operational
experience as a leader of main plants, we request that he continue to be appointed as a Director to utilize his extensive
experience and knowledge as a member of the Board of Directors of the Company.

-5-

No.

Name
(Date of birth)

Career summary, position, responsibilities, and significant
concurrent positions outside the Company
Apr. 1982
June 2011
Apr. 2012

Apr. 2015

June 2016

June 2019

Tadashi Hattori(July 16, 1958)
Reappointment
3

Apr. 2020

Oct. 2020

Apr. 2021

Apr. 2023

Apr. 2024

Joined the Company
General Manager of Sales Dept. - 1 of Sales
Division of the Company
Executive Officer, General Manager Sales
Division, General Manager of Sales Dept. - 1,
and Branch Manager of Tokyo of the Company
Executive Officer, General Manager Sales
Division, and General Manager of Sales Dept. 1 of the Company
Senior Executive Officer of the Company
President and Representative Director of
YODOKO SHOJI CO., LTD.
Director, Managing Executive Officer, Senior
General Manager of the Sales Division, General
Manager of Sales Dept. - 1 and Sales Dept. - 2,
and Branch Manager of Tokyo of the Company
Director, Managing Executive Officer, Senior
General Manager of the Sales Division, General
Manager of Sales Dept. - 1, and BranchManager of Tokyo of the Company
Director, Managing Executive Officer, Senior
General Manager of the Sales Division, andBranch Manager of Tokyo of the Company
Director, Managing Executive Officer, Senior
General Manager of the Sales Division, and in
charge of Development Division of theCompany
Director, Senior Managing Executive Officer,
Senior General Manager of the Sales Division,and in charge of Development Division of theCompany
Director, Senior Managing Executive Officer,
Senior General Manager of the Sales Division,and in charge of Building Materials
Development Dept. of the Company (Current
Position)

Number of theCompany’s shares
owned

16,943

Reasons for selection as a candidate for Director
Tadashi Hattori has worked mainly in the sales department of steel-coil and sheet-related operations. Since he also has
considerable operational experience relating to the management of subsidiary companies, we request that he continue tobe appointed as a Director to utilize his extensive experience and knowledge as a member of the Board of Directors of
the Company.

-6-

No.

Name
(Date of birth)

Career summary, position, responsibilities, and significant
concurrent positions outside the Company
Apr. 1985
Feb. 2014
June 2017

June 2018

Apr. 2019

June 2019

June 2020

June 2021

Apr. 2022

4

Eiichi Tanaka(August 19, 1962)
Reappointment

June 2022

Apr. 2023

Apr. 2024

Joined the Company
Was seconded to PCM PROCESSING(THAILAND) LTD., Director and President
Corporate Officer, General Manager Corporate
Planning Division, General Manager ofOverseas Business Planning Dept. of theCompany
Executive Officer, Senior General Manager
Corporate Planning Division, General Managerof Overseas Business Planning Dept. of theCompany
Executive Officer of the Company
Director of YODOGAWA-SHENGYU(HEFEI) HIGH-TECH STEEL CO., LTD.
Executive Officer of the Company
President of YODOGAWA-SHENGYU(HEFEI) HIGH-TECH STEEL CO., LTD.
Executive Officer of the Company
Chairman of the Board, YODOGAWASHENGYU (HEFEI) HIGH-TECH STEEL
CO., LTD.
Senior Executive Officer of the Company
Chairman of the Board, YODOGAWASHENGYU (HEFEI) HIGH-TECH STEEL
CO., LTD.
Managing Executive Officer, Senior General
Manager Corporate Planning Division, andGeneral Manager of Overseas Business
Planning Dept. of the Company, Chairman of
the Board of YODOGAWA-SHENGYU(HEFEI) HIGH-TECH STEEL CO., LTD., incharge of overseas affiliated companies of theCompany
Director, Managing Executive Officer, Senior
General Manager Corporate Planning Division,and General Manager of Overseas Business
Planning Dept. of the Company, Chairman of
the Board of YODOGAWA-SHENGYU(HEFEI) HIGH-TECH STEEL CO., LTD., incharge of overseas affiliated companies of theCompany
Director, Senior Managing Executive Officer,
Senior General Manager Corporate Planning
Division, and in charge of plants of theCompany, Chairman of the Board of
YODOGAWA-SHENGYU (HEFEI) HIGHTECH STEEL CO., LTD., in charge of overseas
affiliated companies of the Company
Director, Senior Managing Executive Officer,
Senior General Manager Corporate Planning
Division, in charge of plants and in charge ofSteel Sheet Development Dept. of theCompany, Chairman of the Board of
YODOGAWA-SHENGYU (HEFEI) HIGHTECH STEEL CO., LTD., in charge of overseas
affiliated companies of the Company (Current
Position)-7-

Number of theCompany’s shares
owned

10,794

No.

5

6

Name
(Date of birth)

Career summary, position, responsibilities, and significant
concurrent positions outside the Company

Number of theCompany’s shares
owned[Significant concurrent position outside the Company]
Chairman of the Board, YODOGAWA-SHENGYU (HEFEI)HIGH-TECH STEEL CO., LTD.
Reasons for selection as a candidate for Director
Eiichi Tanaka has worked mainly in the sales department of steel-coil and sheet-related operations. Since he also has
considerable operational experience relating to the management of overseas subsidiary companies, we request that hecontinue to be appointed as a Director to utilize his extensive experience and knowledge as a member of the Board of
Directors of the Company.
Apr. 1974
Joined Mitsubishi Plastics, Inc. (currently
Mitsubishi Chemical Corporation)
Apr. 2010
Executive Officer, General Manager ofNagahama Plant and General Manager of Santo
Plant of Mitsubishi Plastics, Inc.
Apr. 2011
Director of the Board and Managing Executive
Officer of Mitsubishi Plastics, Inc., andSadao Kobayashi
Managing Executive Officer of Mitsubishi
Chemical Holdings Corporation (currently
0(December 11, 1951)
Mitsubishi
ChemicalGroup
Corporation)
Reappointment
Apr. 2015
Representative Director and Senior Managing
Executive Officer of Mitsubishi Plastics, Inc.
Apr. 2017
Advisor to Mitsubishi Chemical Corporation
June 2019
Advisor to Japan Excel-Management
Consulting Co., Ltd. (JEMCO)
June 2021
Outside Director of the Company (Current
Position)
Reasons for selection as a candidate for Outside Director and overview of expected role
Sadao Kobayashi has extensive experience as a manager of a listed company, including leadership of overseas groupcompanies, and a wide range of insight based on his many years of experience in the manufacturing and production
technology sectors. The Company proposes that he be reappointed as an Outside Director so that his independent
viewpoints from outside the Company can continue to be applied to the management of the Company for contributing
to its further development. After his appointment, we expect him to fulfill the above role.
Apr. 1991
Registered as Attorney Joined KANSAI LAW& PATENT OFFICE
Aug. 1993
Joined Kudawara & Kuse Law Office(currently Kuse Law Office), Partner
June 2009
Member of Committee on Intellectual Property
Rights of Japan Federation of Bar Associations
Katsuyuki Kuse
(Current Position)0
Sept. 2010
Representative Attorney of Kudawara & Kuse
(March 12, 1963)
Law Offices (currently Kuse Law Office)Reappointment(Current Position)
June 2013
Japan Intellectual Property Association Lecturer
Apr. 2019
Osaka Bar Association, Intellectual Property
Committee Chair
June 2021
Outside Director of the Company (Current
Position)
Reasons for selection as a candidate for Outside Director and overview of expected role
Katsuyuki Kuse has tremendous experience as an attorney at law and insight into a wide range of corporate legal
matters, particularly intellectual property rights. The Company proposes that he be re-elected as an Outside Director sothat his independent viewpoints from outside the Company can continue to be applied to the management of theCompany for contributing to further enhancement of the Company’s corporate governance and the further revitalizationof the Board of Directors. He has not been directly involved with the management of a company other than serving asan outside officer. However, he has considerable expertise involving legal matters as an attorney at law. Since he has
sufficient knowledge to deal with these matters, the Company believes that he will be able to properly perform theduties of an Outside Director. After his appointment, we expect him to fulfill the above role.

-8-

No.

Name
(Date of birth)

Career summary, position, responsibilities, and significant
concurrent positions outside the Company

Number of theCompany’s shares
owned

Oct. 1996

7

Notes:

Joined Asahi & Co. (currently KPMG AZSA
LLC)Jan. 2002
Registered as Certified Public Accountant
Feb. 2006
Joined Protiviti Japan (currently Protiviti LLC)
Apr. 2009
Joined EY Advisory Co., Ltd. (currently EY
Strategy and Consulting Co., Ltd.)May 2010
Opened Ishihara Certified Public Accountant
Office (currently Ishihara Certified Public
Accountant & Certified Public Tax Accountant
Office) (Current Position)
Joined Hibiki Audit Corporation
Dec. 2010
Registered as Certified Public Tax Accountant
Miho Ishihara
June 2019
Outside Audit & Supervisory Board Member of0(February 17, 1969)
the Company (Current Position)
Newly appointed
June 2022
Outside Director of NICHIA STEEL WORKS,
LTD. (Current Position)
May 2023
Outside Director and Audit and Supervisory
Committee Member of ZUIKOCORPORATION (Current Position)
July 2023
Senior Partner of Kainan Audit Corporation(Current Position)[Significant concurrent position outside the Company]
Outside Director of NICHIA STEEL WORKS, LTD.
Outside Director and Audit and Supervisory Committee
Member of ZUIKO CORPORATION
Senior Partner of Kainan Audit Corporation
Reasons for selection as a candidate for Outside Director and overview of expected role
Miho Ishihara has many years of experience mainly as a Certified Public Accountant and Certified Public Tax
Accountant. In addition, she has experience as a consultant in matters concerning internal control and risk management.
She has been contributing to the further enhancement of corporate governance as an Outside Audit & Supervisory
Board Member since June 2019. From the perspective of further enhancing the diversity of the Board of Directors of
the Company, we believe that it would be useful to utilize her experience and knowledge at the Board of Directors, andso we request that she be appointed as an Outside Director. She has not been directly involved with the management of
a company other than serving as an outside officer. However, she has considerable expertise involving finance andaccounting matters as a Certified Public Account and Certified Public Tax Accountant. Since she has sufficientknowledge to deal with these matters, the Company believes that she will be able to properly perform the duties of an
Outside Director. After her appointment, we expect her to fulfill the above role.
1. There is no particular business or other relationship between any of the candidates and the Company.
2. Director candidate Satoshi Nitta is scheduled to retire from his position as Representative Director of Keiyo Tekko Futo
Co., Ltd. as of the date of the conclusion of the general meeting of shareholders for the 56th period of said company
scheduled to be held on June 17, 2024.
3. Number of Years since the Candidates for Outside Directors were appointed as Outside Directors or Audit & Supervisory
Board Members of the Company
As of the date of the conclusion of this General Meeting of Shareholders, Sadao Kobayashi and Katsuyuki Kuse both will
have served as Outside Directors of the Company for a period of three (3) years, and Miho Ishihara will have served as
Outside Audit & Supervisory Board Member of the Company for a period of five (5) years.
4. Director candidates Sadao Kobayashi, Katsuyuki Kuse, and Miho Ishihara are candidates for election as Outside Directors.
A notice has been submitted to the Tokyo Stock Exchange that these three candidates are designated as Independent
Officers in accordance with the regulations of this exchange.
5. The Company has agreements with Sadao Kobayashi and Katsuyuki Kuse respectively that limit their liability asprescribed in Article 423, Paragraph 1 of the Companies Act, in accordance with Article 427, Paragraph 1 of theCompanies Act and the Company’s Articles of Incorporation. The liability limit in these agreements is the higher of 8
million yen or the minimum limit on liability in Article 425, Paragraph 1 of the Companies Act, and in case they are reelected, the Company plans to continue such agreements with them. If Miho Ishihara is elected, the Company plans toenter into the same limited liability agreement with her.

-9-

6. The Company shall enter into a liability insurance agreement with an insurance company for Directors, Officers, andothers, as provided for in Article 430-3, Paragraph 1 of the Companies Act, and the insurance policy covers damages andlitigation expenses incurred by the insured due to claims for damages arising from the insured’s acts (including omissions)committed by the insured in the course of their duties as Director and Officers of the Company. If each candidate is elected,
the candidate will be included as an insured person under this insurance policy. The Company plans to renew this insurance
policy with the same terms and conditions during the term of office.

- 10 -

(Reference) Structure of the Board of Directors (projected makeup from June 25, 2024)
1. Expertise and experience expected of Directors
Areas of particular expertise
Experience
BusinessinIndependent
Production,
Committee management
Human
managing
outsideESG and
Foreign
Finance andSales and technology,
member
ICT and DX
Legal affairs
resourcesand
other
officersustainability
operations
accounting
marketingandand labor
managementcompanies
development
strategy

Name

Years in
officeSatoshi Nitta

7

ToshioKumamoto

6

●

5

●

●

●

●

2

●

●

●

●

●

●

Tadashi
Hattori
Eiichi Tanaka
Sadao

○

3

○

Katsuyuki
Kuse

3

○

○

Miho
Ishihara

Newly
appointed○○

Kobayashi

○

○

●

●

●
●

●

●

●

●
●

●

●
●

●

●

●
●

2. Description of expertise and experience expected of above Directors
Satoshi Nitta

Toshio Kumamoto
Tadashi Hattori
Eiichi Tanaka

Sadao Kobayashi
Katsuyuki Kuse
Miho Ishihara

In addition to the fields of Production and technology and Foreign operations, in which he has longexperience, he is expected to provide top management leadership in ICT and DX and in ESG andsustainability, areas in which strategic initiatives will be necessary for the Company.
In addition to the field of Human resources and labor, in which he has long experience, he is expected toprovide expertise in the fields of Finance and accounting, Legal affairs, and ESG and sustainability as
Senior General Manager of Administration Division.
In addition to the field of Sales and marketing, in which he has long experience, he is expected to provide
expertise in development and Foreign operations, leveraging his marketing perspective.
In addition to the fields of Sales and marketing and Foreign operations, in which he has long experience,
he is expected to provide expertise in ICT and DX, ESG and sustainability, and Production, technology
and development as Senior General Manager Corporate Planning Division and in charge of plants.
He is expected to provide general management advice based on his extensive experience in the
Production and Technology sector, including leadership of overseas group companies, as well as his
knowledge as a manager in a listed company.
He is expected to contribute to corporate governance by utilizing his knowledge as an attorney withexperience in corporate legal affairs.
In addition to the fields of finance and accounting, in which she has extensive experience and knowledge,
she is expected to provide advice on corporate governance based on her experience in risk-managementrelated consultancy.

- 11 -

Proposal 2:

Election of Four (4) Audit & Supervisory Board Members

The term of office of all four (4) Audit & Supervisory Board Members will expire at the conclusion of this General
Meeting of Shareholders. Accordingly, the Company proposes the election of four (4) Audit & Supervisory Board
Members.
The Audit & Supervisory Board has given its consent to this proposal.
The candidates for Audit & Supervisory Board Members are as follows:
No.

Name
(Date of birth)

Career summary, position, and significant concurrent positions
outside the Company
Apr. 1982
Sept. 2006

1

2

3

Number of theCompany’s shares
ownedJoined the Company
Group Leader of Planning Group ofInformation Systems Dept. of Corporate
Planning Division
Kenji Hayashi
Sept. 2016
General Manager of Information Systems Dept.
(July 9, 1959)
4,763
of Corporate Planning Division
Newly appointed
July 2019
General Manager of Information Systems Dept.
of Corporate Planning Division(Commissioned)
Apr. 2023
Mentor of ICT Promotion Dept. of Corporate
Planning Division (Current Position)
Reasons for selection as a candidate for Audit & Supervisory Board Member
Kenji Hayashi has extensive experience at the information systems department, and consequently we request that he beappointed as an Audit & Supervisory Board Member in order for his experience and knowledge to be used in the audit
system of the Company.
Apr. 1987
Joined the Company
June 2020
Audit & Supervisory Board Member of
Yodogawa-Fuyo Co., Ltd. (Current Position)
Hiroaki Shinohara
June 2021
Audit & Supervisory Board Member of(March 15, 1965)
2,006
ARDUC Co., Ltd. (Current Position)
Newly appointed
Sept. 2021
Deputy General Manager of Finance &Accounting Dept. of Administration Division of
the Company (Current Position)
Reasons for selection as a candidate for Audit & Supervisory Board Member
Hiroaki Shinohara has extensive experience in the finance & accounting department, and consequently we request that
he be appointed as an Audit & Supervisory Board Member in order for his experience and knowledge to be used in theaudit system of the Company.
Sept. 2007
Registered as Attorney
Joined Hommachi Chuo Law Office
Ritsuko Watanabe
Nov. 2012
Partner of Hommachi Chuo Law Office0(June 15, 1977)(Current Position)
Reappointment
June 2020
Outside Audit & Supervisory Board Member of
the Company (Current Position)
Reasons for selection as a candidate for Outside Audit & Supervisory Board Member
Ritsuko Watanabe has extensive experience as an Attorney and we request that she be appointed as an Outside Audit &Supervisory Board Member so that her independent viewpoints from outside the Company can be reflected in theauditing process and because we believe that the effectiveness of the Company’s Audit & Supervisory Board will
benefit as a result of her participation. She has not been directly involved with the management of a company. However,as an Attorney she has considerable expertise in legal matters and the Company believes that she will be able toproperly perform the duties of an Outside Audit & Supervisory Board Member.

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No.

Name(Date of birth)

Career summary, position, and significant concurrent positions
outside the Company

Number of theCompany’s shares
owned

Oct. 1998

4

Notes:

Joined Asahi & Co. (currently KPMG AZSA
LLC)Apr. 2002
Registered as Certified Public Accountant
Tomoko Matano
Apr. 2008
Joined GYOSEI & CO.
(October 18, 1975)
0
Sept. 2012
Registered as Certified Public Tax Accountant
Newly appointed
Opened Matano Certified Public Accountant
Office (Current Position)
Oct. 2014
Partner of GYOSEI & CO. (Current Position)
Reasons for selection as a candidate for Outside Audit & Supervisory Board Member
Tomoko Matano has considerable knowledge of finance and accounting from her many years of experience as a
Certified Public Accountant. She was asked to become an Outside Audit & Supervisory Board Member candidate inorder to utilize this knowledge in the Company’s auditing activities. She has not been directly involved with the
management of a company. However, she has considerable expertise involving finance, and accounting matters as a
Certified Public Accountant. Since she has sufficient knowledge to deal with these matters, the Company believes that
she will be able to properly perform the duties of an Outside Audit & Supervisory Board Member.
1. There is no particular business or other relationship between any of the candidates and the Company.
2. Number of Years since the Candidates for Outside Audit & Supervisory Board Members were appointed as Outside Audit& Supervisory Board Members of the Company
As of the date of the conclusion of this General Meeting of Shareholders, Ritsuko Watanabe will have served as Outside
Audit & Supervisory Board Member of the Company for a period of four (4) years.
3. Audit & Supervisory Board Member candidates Ritsuko Watanabe and Tomoko Matano are candidates for election as
Outside Audit & Supervisory Board Members. A notice has been submitted to the Tokyo Stock Exchange that they are
Independent Officers in accordance with the regulations of this exchange.
4. The Company has agreement with Ritsuko Watanabe that limits her liability as prescribed in Article 423, Paragraph 1 of
the Companies Act, in accordance with Article 427, Paragraph 1 of the Companies Act and the Company’s Articles ofIncorporation. The liability limit in this agreement is the higher of 8 million yen or the minimum limit on liability in
Article 425, Paragraph 1 of the Companies Act, and in case she is re-elected, the Company plans to continue suchagreement with her. If Tomoko Matano is elected, the Company plans to enter into the same limited liability agreementwith her.
5. The Company shall enter into a liability insurance agreement with an insurance company for Directors, Officers, andothers, as provided for in Article 430-3, Paragraph 1 of the Companies Act, and the insurance policy covers damages andlitigation expenses incurred by the insured due to claims for damages arising from the insured’s acts (including omissions)committed by the insured in the course of their duties as Director and Officers of the Company. If each candidate is elected,
the candidate will be included as an insured person under this insurance policy. The Company plans to renew this insurance
policy with the same terms and conditions during the term of office.
6. Ritsuko Watanabe is expected to be elected and appointed Outside Director and Executive Auditor of Nankai ChemicalCo., Ltd. at the general meeting of shareholders of said company that is scheduled to be held on June 26, 2024.
7. Ritsuko Watanabe is listed in the Family Register under the name of Ritsuko Oura.

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Proposal 3:

Election of One (1) Substitute Audit & Supervisory Board Member

The Company proposes that one (1) substitute Audit & Supervisory Board Member be elected to prepare for a casewhere the number of the members of Audit & Supervisory Board falls below the number stipulated by laws andregulations.
The Audit & Supervisory Board has given its consent to this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary and significant concurrent position outside the Company

Number of theCompany’s shares
owned

Apr. 1983

Joined Export-Import Bank of Japan (currently Japan Bankfor International Cooperation)
Oct. 1995
Joined Seigo Yasuhara Accounting Office (currently
Toru Yasuhara
Yasuhara Accounting Office) (Current Position)
0(January 27, 1960)
Apr. 1999
Registered as Certified Public Accountant
July 2003
Registered as Certified Public Tax Accountant
July 2014
Senior Partner of PKF HIBIKI AUDIT CORPORATION
Reasons for selection as a candidate for substitute Outside Audit & Supervisory Board Member
Toru Yasuhara has considerable knowledge of finance and accounting from him many years of experience as a Certified Public
Accountant. He was asked to become a substitute Outside Audit & Supervisory Board Member candidate in order to utilize thisknowledge in the Company’s auditing activities. He has not been directly involved with the management of a company. However, he
has considerable expertise involving finance, and accounting matters as a Certified Public Accountant. Since he has sufficientknowledge to deal with these matters, the Company believes that he will be able to properly perform the duties of an Outside Audit& Supervisory Board Member.
Notes:

1. There is no particular business or other relationship between the candidate and the Company.
2. Toru Yasuhara is a candidate for election as a substitute Outside Audit & Supervisory Board Member.
3. Toru Yasuhara fulfills the requirements as an Outside Audit & Supervisory Board Member.
4. If Toru Yasuhara is elected as Outside Audit & Supervisory Board Member, the Company plans to submit notification to
Tokyo Stock Exchange, Inc. that he is designated as an Independent Officer in accordance with the regulations of thisexchange.
5. If Toru Yasuhara is elected as Outside Audit & Supervisory Board Member, in accordance with the Company’s Articles
of Incorporation and Article 427, Paragraph 1 of the Companies Act, the Company plans to establish an agreement withthis individual that limits his liability as prescribed in Article 423, Paragraph 1 of the Companies Act. The liability limit
in this agreement will be the higher of 8 million yen or the minimum limit on liability in Article 425, Paragraph 1 of theCompanies Act.
6. The Company shall enter into a liability insurance agreement with an insurance company for Directors, Officers, andothers, as provided for in Article 430-3, Paragraph 1 of the Companies Act, and the insurance policy covers damages andlitigation expenses incurred by the insured due to claims for damages arising from the insured’s acts (including omissions)committed by the insured in the course of their duties as Director and Officers of the Company. If Toru Yasuhara isappointed as Outside Audit & Supervisory Board Member, he will be included as an insured person under this insurance
policy. The Company plans to renew this insurance policy with the same terms and conditions during the term of office.

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<Shareholder Proposals (From Proposal 4 to Proposal 10)>
Proposal 4 through to Proposal 10 were filed by shareholders (two shareholders).
The following agenda items, proposal content, and reasons for proposal have been arranged as individual proposals
using the original text as submitted by the proposing parties.
Content of proposal
In regard to the proposals of 1, 3, 4, 6, and 8 below (hereinafter referred to as “the Proposals”), in the event of it
becoming necessary to make formal adjustments to the chapters or articles of the Company’s Articles of Incorporation
mentioned in the Proposals (including but not limited to the revision of article numbers) due to the approval or
rejection of other proposals at this Ordinary General Meeting of Shareholders (including proposals related toCompany Proposals), the text of the Proposals shall be reworded based on the actual text after such necessary
adjustments have been made. A detailed explanation of each Shareholder Proposal below can be found by visiting
https://stracap.jp/5451-YODOGAWA/ or via the special site link shown on the top right of the Strategic Capital, Inc.
website at https://stracap.jp/. All company figures stated in each Shareholder Proposal, with the exception of where
expressly stated as being (non-consolidated), are based on the Consolidated Financial Statements.
(Company Note) Proposals 1, 3, 6, and 8 in “the proposals of 1, 3, 4, 6, and 8 below” refer to Proposals 4, 6, 7, and
9. The Company received a written request on May 15, 2024 from the proposing shareholders
indicating that they would like to withdraw Proposal 4, and because the Board of Directors of theCompany agreed to the withdrawal of this Shareholder Proposal, it will not be submitted.

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Proposal 4:

Amendment to the Articles of Incorporation in Relation to the Decision-making Body for
Dividends from Surplus, Etc.

1. Overview of Proposal
Article 35 and Article 36 of the current Articles of Incorporation shall be amended as follows.
Current Articles of Incorporation(Decision-making body for determining dividends from surplus, etc.)
Article 35 – The Company shall determine the matters provided for in each item of Article 459 Paragraph 1 of
the Companies Act, including dividends from surplus, etc. by a resolution of the Board of Directors and not by
a resolution of the General Meeting of Shareholders, unless otherwise provided for by laws and regulations.
(Record date for dividends from surplus)
Article 36 – The record date for the year-end dividend of the Company shall be March 31 of each year.
2. The record date for the interim dividends of the Company shall be September 30 of each year.
3. In addition to the preceding two paragraphs, the Company may declare dividends from surplus by setting arecord date.
Proposed Amendments (The underlined sections indicate changes.)(Dividends from surplus)
Article 35 – The Company may, by resolution of the General Meeting of Shareholders, pay a year-end dividend
to the shareholders or registered share pledges stated or recorded on the shareholder registry as of the last day ofeach fiscal year.
2. In addition to the preceding paragraph, the Company may, by a resolution of the Board of Directors, payinterim dividends to the shareholders or registered share pledges stated or recorded on the shareholder
registry as of September 30 of each year.
3. In addition to the preceding two paragraphs, the Company may declare dividends from surplus by setting arecord date.
Article 36 - Delete
2. Reasons for Proposal
This proposal aims to make the General Meeting of Shareholders the decision-making body for year-end
dividends.
The Company specifies dividends by resolution of the Board of Directors rather than by resolution of a General
Meeting of Shareholders; however, the Company’s share price has remained sluggish for a long period, and it isdifficult to say that the Board of Directors is conducting management in a manner that contributes to improved
shareholder value.
The shareholder return policy in the Company’s Medium-term Management Plan is for a “consolidated payout
ratio of 30% to 50%”; however, the Company’s equity ratio, as of March 31, 2023, is at the extremely high levelof approximately 71%. In addition, the Company holds a high level of cash and cash-equivalent assets, and any
further increase in the equity capital would only result in a decrease in ROE.
For the past 25 years, the Company’s PBR has never consistently exceeded the dissolution value of 1x. This ismainly due to ROE being less that the cost of shareholders’ equity.
The Company should therefore change its management policy to one that contributes to improving shareholder
value by making the General Meeting of Shareholders the decision-making body for dividends, as this will resultin improved governance and increased ROE, as well as reducing the cost of shareholders’ equity, etc.

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[Opinion of the Board of Directors Concerning Proposal 4]
The Board of Directors is opposed to Proposal 4.
This Shareholder Proposal seeks to amend the Articles of Incorporation so that decisions on dividends from surplus,
etc. are made by resolution of a General Meeting of Shareholders.
The Board of Directors of the Company believes it reasonable for the policy on shareholder returns, which also
includes the specific amount of dividends, etc. for each fiscal year, to be determined by the Board of Directors of
the Company, pursuant to the medium- to long-term management policy of the Company, which is based on thebusiness environment surrounding the Company and its business characteristics. For this reason, we believe thatagile and flexible decision making at the Board of Directors, rather than at a General Meeting of Shareholders, withthese matters regarded as being subject to management decisions is necessary in order to improve the medium- tolong-term corporate value of the Company, and that this will contribute to the interests of all shareholders.
Therefore, the Company, pursuant to the provisions of Article 35 of the Company’s Articles of Incorporation, hasprescribed the Board of Directors as being the decision-making body for dividends from surplus, etc.
The Company recognizes the return of profit to all shareholders as being one of its most important issues, and interms of measures to this end, we use the payment of dividends based on business performance, purchases oftreasury stock, etc. Our basic policy is to pay dividends in accordance with business performance in a stable andongoing manner, with dividends being paid in consideration of the capital required for investments, etc. towards
improving corporate value, forecasts for future business performance, and the maintenance of a sound financial
position, etc.
Pursuant to this basic policy described above, the Company, as published in its “Action to Implement Managementthat is Conscious of Cost of Capital and Stock Price” issued on April 25, 2024, maintains a policy of appropriately
controlling the level of equity capital in order to realize an ROE of 8% or more as soon as possible. Going forward,
the Company will continue to maximize profits through a review of the business portfolio, while at the same time
optimize capital through a review of the capital policy, and will work to achieve sustainable growth andimprovement of its medium- to long-term corporate value.
Based on the above, the Company’s Board of Directors opposes this Shareholder Proposal.

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Proposal 5:

Disposal of Surplus

1. Overview of Proposal
On the condition that Proposal 1 is approved, dividends from surplus shall be paid as follows.
(1) Type of dividend property
Cash(2) Matters relating to the allotment of dividend property and the total amount thereof
In addition to the amount of the Company dividend, the figure obtained by deducting the amount ofdividends per share of common stock based on the proposal relating to the disposal of surplus determinedby the Company’s Board of Directors (hereinafter referred to as “Company Proposal for Disposal of
Surplus”) or the amount of dividends per share of common stock determined by the Board of Directors forthe disposal of surplus (including planned disposals) as of March 31, 2024 by the date of the 125th General
Meeting of Shareholders based on Article 35 of the Company’s Articles of Incorporation (hereinafter these
dividend amounts based on the decision of the Board of Directors are collectively referred to as “Company
Dividend Amount”) from 391 yen (hereinafter referred to as “Additional Dividend Amount”) shall be paid
per share of common stock to shareholders of the common stock of the Company as of the record date forvoting rights at the 125th General Meeting of Shareholders (hereinafter referred to as “Allotment Date”).
In the event of the amount obtained by multiplying the net assets per share as of March 31, 2024 (refers to
the value as calculated upon excluding the number of shares of treasury stock from the number ofoutstanding shares, in accordance with the ASBJ Guidance No. 4 “Guidance on Accounting Standard for
Earnings Per Share”) by 0.06 (fractions shall be rounded down; the same applies hereinafter) differing from
391 yen, the 391 yen indicated at the beginning shall be rephrased to an amount equivalent to 6% DOE.
The total amount of dividends shall be the amount obtained by multiplying the number of shares eligiblefor dividends as of the Company’s allotment date by the Additional Dividend Amount.
(3) Date of effect of dividends from surplus
The day following the Company’s 125th General Meeting of Shareholders
This proposal is an additional proposal that is both independent from and compatible with the Company Proposal
for Disposal of Surplus if proposed at the 125th General Meeting of Shareholders.
2. Reasons for Proposal
This proposal is intended to set dividends at a rate of 6% of equity capital.
As described in the reasons for proposal provided for the previous proposal, there is no need for the Company
to accumulate any further equity capital, and there are concerns that the current shareholder return policy willcause a further increase in the cost of capital as well as a decrease in ROE.
We would therefore like to change the current shareholder return policy from a “consolidated payout ratio of
30% to 50%” to a “consolidated payout ratio of 100%, and 6% DOE.”
In the event of ROE being less than 6%, the payout ratio will exceed 100%. Based on this, the Company should
demonstrate a policy of gradually reducing equity capital and improving capital efficiency, as well as providing
stable returns to shareholders.
(Company Note) “Proposal 1” above refers to Proposal 4 at this meeting.

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[Opinion of the Board of Directors Concerning Proposal 5]
The Board of Directors is opposed to Proposal 5.
This Shareholder Proposal seeks the disposal of surplus on the condition that “Proposal 4. Amendment to the
Articles of Incorporation in Relation to the Decision-making Body for Dividends from Surplus, Etc.” is approved.
The Company, as described in its reasons for opposition to “Proposal 4. Amendment to the Articles of Incorporation
in Relation to the Decision-making Body for Dividends from Surplus, Etc.,” regards the return of profits to allshareholders as one of its most important issues.
The Company, as described in the “Yodogawa Steel Group Medium-term Management Plan (2025)” (hereinafterreferred to as the “current Medium-term Management Plan”), is working towards further strengthening earning
power and further improving capital efficiency over the medium to long term under the axes of “Build an evenstronger profit structure,” “Take on the challenge of entering new business fields,” and “Establish a foundation forsustainable operations.” Suitable growth investment will be necessary to realize these goals, and therefore, theCompany has established a basic capital policy that seeks to maintain a balance between business investment andshareholder returns.
Specifically, as the Company’s business requires an enormous amount of investment in production equipment, etc.,
the current Medium-term Management Plan includes a plan for capital investment of 20 to 25 billion yen in thethree-year period from FY2023 to FY2025. In addition, as published in “Action to Implement Management that is
Conscious of Cost of Capital and Stock Price,” towards the prompt realization of an ROE of 8% or more, it isplanned for shareholder returns with a consolidated payout ratio of 75% or more to be actualized, while maintaining
an annual dividend amount of 200 yen or more per share of common stock during the current Medium-termManagement Plan period. In FY2023, as published in the “Notification of Dividends from Surplus for the PeriodEnding March 2024,” we plan to pay a year-end dividend of 145 yen per share of common stock. Combined with
the interim dividend of 55 yen, the annual dividend will be 200 yen per share of common stock, which is a
substantial increase compared to the annual dividend of 111 yen per share of common stock that was paid in
FY2022.
On the other hand, on the condition that “Proposal 4. Amendment to the Articles of Incorporation in Relation to theDecision-making Body for Dividends from Surplus, Etc.” is approved, this Shareholder Proposal states that theCompany should provide dividends in FY2023 of an amount equivalent to 6% DOE and that ROE should be
improved by reducing the equity capital of the Company.
However, this Shareholder Proposal runs contrary to the Company’s capital policy, as set forth in the current
Medium-term Management Plan, of maximizing profits through a review of the business portfolio, while at thesame time optimizing capital through a review of the capital policy. The Company believes that, in order to achieve
future growth, it necessary to secure the cash on hand required for growth investments, etc. for “strengthening
existing businesses” and “creating new businesses.” In addition, the Company is confident that maximizing profits
through such growth investments, etc. and improving ROE while increasing profitability and productivity is themost appropriate way to increase the medium- to long-term corporate value of the Company, and thereby improvethe common interests of shareholders.
This Shareholder Proposal does not take into account the need for the Company’s medium- to long-term growthinvestments, etc. Furthermore, as the intent of this Shareholder Proposal is to reduce equity capital through shortterm shareholder returns and superficially improve ROE though financial leverage, the Company does not believethat it will contribute to increasing the medium- to long-term corporate value of the Company or to improving thecommon interests of shareholders.
Based on the above, the Company’s Board of Directors opposes this Shareholder Proposal.

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Proposal 6:

Amendment to the Articles of Incorporation in Relation to the Formulation and Disclosure of aPlan Towards Improving PBR by 1x or More

1. Overview of Proposal
To add the following chapter and article to the current Articles of Incorporation.
Chapter VII Management Plan
(Management Plan)
Article 37 If the PBR as of the last trading date on the Tokyo Stock Exchange during the previous fiscal year of
the Company is less than 1x, the Company shall establish a Management Plan to increase the PBR to 1x or more.
The PBR shall be calculated by dividing the share price of the Company’s common stock by the Company’s
consolidated net asset per share (calculated in accordance with ASBJ Guidance 4 of the “Guidance on AccountingStandard for Earnings per Share” including deducting the number of shares of treasury stock from the numberof outstanding shares).
2. The Management Plan must be reasonable and include the establishment of ROE targets, the sale of crossshareholdings and leased properties unable to achieve a return above the cost of capital, etc.
3. The Company shall announce the Management Plan through the Timely Disclosure Network operated by
the Tokyo Stock Exchange by the announcement date of the financial results for the second quarter of the
fiscal year.
2. Reasons for Proposal
In March 2023, the Tokyo Stock Exchange requested that listed companies create an “Action to Implement
Management that is Conscious of Cost of Capital and Stock Price.” As the Company, as of March 28, 2024, has
not yet announced its policy to respond to such request, the Company is required to take particularly urgent
action as the Company’s PBR is regularly below 1x.
The Company’s PBR has never consistently exceeded the 1x dissolution value during the past 25 years. It isclear that drastic management reforms and changes to the capital policy are necessary in order to break out fromthe long-term sluggish share price, and with this in mind, we request the Company to formulate and announce a
specific plan for responding to the aforementioned request of the Tokyo Stock Exchange.
In particular, as the ROE of the Medium-term Management Plan is only 5%, this should be set at 8% or aboveat the very least, which is the minimum level that listed companies should be targeting, and a plan should bereformulated towards its realization.
[Opinion of the Board of Directors Concerning Proposal 6]
The Board of Directors is opposed to Proposal 6.
This Shareholder Proposal seeks to examine the efforts for the “Action to Implement Management that is Consciousof Cost of Capital and Stock Price” requested by the Tokyo Stock Exchange on March 31, 2023, and to newly
establish a chapter and article in the Articles of Incorporation with the purport of the appropriate disclosure of thecurrent evaluation status, targets, initiatives, and timing of implementation based on this request. Where thisShareholder Proposal refers to specific content such as the sale of cross-shareholdings, leased properties, and thesetting of an ROE target, the Company believes that management decisions should be made on a case-by-case basis
regarding what kind of plan we should use to improve our PBR in relation to the disclosures for this request fromthe Tokyo Stock Exchange, also taking into consideration the highly fluid nature of the business environment, etc.,
and believe that it would be inappropriate to include content such as that described in this Shareholder Proposal in
the Articles of Incorporation, which serves the role of prescribing the fundamental standards of the Company.
The Company, based on such request from the Tokyo Stock Exchange, at the meeting of the Board of Directors
held on April 25, 2024, passed a resolution on the “Action to Implement Management that is Conscious of Cost of
Capital and Stock Price” in the form of a plan towards improving PBR, and is working on improving PBR basedon this plan.
Based on the above, the Company’s Board of Directors opposes this Shareholder Proposal.

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Proposal 7:

Amendment to the Articles of Incorporation in Relation to the Shareholder Benefit Program

1. Overview of Proposal
To add the following chapter and article to the current Articles of Incorporation.
Chapter 9 Introduction of Shareholder Benefit Program, Etc.
(Introduction of Shareholder Benefit Program, Etc.)
Article 40 The introduction, continuation, amendment and abolition of a shareholder benefit program shall be
subject to a resolution at a General Meeting of Shareholders.
2. Reasons for Proposal
This proposal intends to abolish the shareholder benefit program.
The Company previously introduced the shareholder benefit program, and under the shareholder benefit program
announced on February 27, 2024, catalog gifts and shareholder admission tickets to Yodoko Guest House are
distributed to eligible shareholders.
However, this plan is unfair for major shareholders, as they receive the same benefits regardless of how muchtheir shareholding increases. In addition, there are cases where institutional investors refuse receipt ofshareholder vouchers, in which case they receive no benefit whatsoever.
If there were a shareholder benefit program involving the provision of the Company’s own products and services,
etc., this would raise awareness of the Company’s products and services, and would likely contribute to anindirect improvement of performance and increase in shareholder value; however, the shareholder benefit
program of the Company is completely unrelated to the Company’s core business, and cannot be expected to
produce any similar effect.
It is therefore difficult to say that the Company’s shareholder benefit program provides equal benefit to allshareholders, and it would be desirable for the introduction, continuation, amendment, and abolition of theshareholder benefit program to be made subject to resolution at a General Meeting of Shareholders.
[Opinion of the Board of Directors Concerning Proposal 7]
The Board of Directors is opposed to Proposal 7.
The Company aims to take advantage of the shareholder benefit program in order to raise awareness of theCompany, increase understanding of its business, and create an incentive and motivation to become shareholders,
and regards shareholder returns to be a matter that should be comprehensively considered in conjunction with thepayment of dividends and purchases of treasury stock. Therefore, the Company believes that it is desirable for the
introduction, continuation, revisions and abolition of the shareholder benefit program to be determined byresolution of the Board of Directors rather than by resolution of a General Meeting of Shareholders. In addition, we
consider it appropriate for decisions on the individual specific details of business execution to be entrusted to theBoard of Directors and do not consider it to be appropriate to include such details as described in this Shareholder
Proposal in the Articles of Incorporation, which serves the role of prescribing the fundamental standards of theCompany.
Based on the above, the Company’s Board of Directors opposes this Shareholder Proposal.

- 21 -

Proposal 8:

Abolition of the Shareholder Benefit Program

1. Overview of Proposal
On the condition that Proposal 6 is approved, the shareholder benefit program for the period ended March 2024,
which was announced on February 27, 2024, shall be abolished.
2. Reasons for Proposal
As described in the previous proposal, the shareholder benefit program of the Company is an unequal plan forshareholders and cannot be expected to result in enhancement of shareholder value through increased awarenessof the Company’s products and services.
The Company has described the purpose of the shareholder benefit program on its website as having “the main
objectives of expressing gratitude to all shareholders for their continued support, increasing the appeal ofinvesting in shares of the Company, and encouraging shareholders to retain their shares of the Company in themedium to long term.” Return for shareholders, however, only concerns the share price and dividends, and theappeal of the shares should be increased through these issues.
Therefore, it would be desirable for the shareholder benefit program to be abolished, and to transition to a policythat seeks to increase shareholder value through the share price and dividends.
(Company’s Note) “Proposal 6” above refers to Proposal 7 at this meeting.
[Opinion of the Board of Directors Concerning Proposal 8]
The Board of Directors is opposed to Proposal 8.
This Shareholder Proposal seeks to abolish the Company’s shareholder benefit program on the condition that
“Proposal 7. Amendment to the Articles of Incorporation in Relation to the Shareholder Benefit Program” isapproved.
As also stated in our reasons for opposition to “Proposal 7. Amendment to the Articles of Incorporation in Relation
to the Shareholder Benefit Program,” the shareholder benefit program has the objectives of expressing gratitude toall shareholders for their continued support, increasing the appeal of investing in shares of the Company, andencouraging shareholders to retain their shares of the Company in the medium to long term.
The Company determined the content of the shareholder benefit program for FY2023 upon having carefully
considered the shareholder benefit program, including the pros and cons of its continuation, based on the requests
of a variety of shareholders, and has received positive feedback from many shareholders.
The Company would like to continue to meet the expectations of its many shareholders.
Based on the above, the Company’s Board of Directors opposes this Shareholder Proposal.

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Proposal 9:

Amendment to the Articles of Incorporation in Relation to the Cancellation of Treasury Stock

1. Overview of Proposal
To add the following chapter and article to the current Articles of Incorporation.
Chapter 10 Cancellation of Treasury Stock(Cancellation of Treasury Stock)
Article 41 The Company may cancel treasury stock (including determination of the class and number of eachclass of treasury stock to be cancelled) by a resolution of the General Meeting of Shareholders.
2. Reasons for Proposal
The Company, as of the end of September 2023, holds 5.65 million shares of treasury stock, which is equivalent
to approximately 16.2% of the total number of outstanding shares.
In general, there are cases where treasury stock is held with the intent of using it as consideration in M&A
transactions, etc.; however, the Company holds excessive assets, including cross-shareholdings and leased
properties, and even if there is a good opportunity for an M&A, funds for this should be allocated from the sale,etc. of assets held.
On the other hand, the continued holding of a large amount of treasury stock by the Company means thatshareholders face the possibility of their shares being diluted at any time.
Based on the above, we believe that the cancellation of treasury stock would contribute to improving theshareholder value of the Company. Despite this, however, the Board of Directors of the Company has notcancelled any treasury stock through to the present, and therefore, we propose the amendment to the Articles ofIncorporation so that the cancellation of treasury stock be performed by resolution of a general meeting ofshareholders.
[Opinion of the Board of Directors Concerning Proposal 9]
The Board of Directors is opposed to Proposal 9.
The Company believes that it should make decisions on the holding and cancellation of treasury stock as a matterfor managerial decision making, including use for agile capital policies, such as for future fundraising, M&As,
stock-based remuneration, etc., based also on consistency with the management strategy, etc. We believe that thisShareholder Proposal will restrict such range of choices and agility of the Company and may not contribute to theinterests of shareholders. In regard to the cancellation of treasury stock, as prescribed in the Companies Act, weconsider it appropriate for such matters to be determined at the Board of Directors rather than a General Meetingof Shareholders. In addition, we consider it appropriate for decisions on the individual specific details of businessexecution to be entrusted to the Board of Directors and do not consider it to be appropriate to include such details
as described in this Shareholder Proposal in the Articles of Incorporation, which serves the role of prescribing thefundamental standards of the Company.
Based on the above, the Company’s Board of Directors opposes this Shareholder Proposal.

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Proposal 10:

Cancellation of Treasury Stock

1. Overview of Proposal
On the condition that Proposal 8 is approved, to cancel all of the treasury stock held by the Company.
2. Reasons for Proposal
As described in the reasons for Proposal 8, the cancellation of treasury stock will contribute to improving theshareholder value of the Company, and therefore, in the case of the amendment to the Articles of Incorporation
proposed in Proposal 8 being approved, this proposal seeks the cancellation of all treasury stock held by theCompany.
(Company’s Note) “Proposal 8” above refers to Proposal 9 at this meeting.
[Opinion of the Board of Directors Concerning Proposal 10]
The Board of Directors is opposed to Proposal 10.
This Shareholder Proposal seeks the cancellation of all of the Company’s treasury stock on the condition that
“Proposal 9. Amendment to the Articles of Incorporation in Relation to the Cancellation of Treasury Stock” isapproved.
In addition to matters included in our reasons for opposition to “Proposal 9. Amendment to the Articles ofIncorporation in Relation to the Cancellation of Treasury Stock,” as published in “Action to Implement
Management that is Conscious of Cost of Capital and Stock Price,” the Company has a policy in place that seeks
to keep the upper limit for treasury stock at less than 10% of the total number of outstanding shares in order toprevent the excessive holding of treasury stock, and plans to cancel treasury stock as appropriate. The Company,
based on this policy, upon having carefully considered the timing of the cancellation of treasury stock and theamount of treasury stock to be canceled, plans to cancel 3,000,000 shares of treasury stock (8.61% of the total
number of issued shares before the cancellation) on May 31, 2024 and thinks that as of the present time it would beinappropriate to cancel all treasury stock.
Based on the above, the Company’s Board of Directors opposes this Shareholder Proposal.

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