Akebono Brake Industry : Notice of Convocation of the 123nd Ordinary General Meeting of Shareholders

[Translation for Reference Purposes Only]

Please note that the following is an unofficial English translation of the Japanese original text of the Notice of Convocation of the 123rd Ordinary General Meeting of Shareholders of Akebono Brake Industry Co., Ltd. The Company provides this translation for reference purposes only and without any warranty as to its accuracy or otherwise. In the event of any discrepancy between this translation and the Japanese original, the latter shall prevail.

Securities Code: 7238

June 11, 2024

(Measures for Electronic Provision commencement date: May 31, 2024)

To Shareholders with Voting Rights

Akebono Brake Industry Co., Ltd. 19-5, Nihonbashi Koami-cho,Chuo-ku, Tokyo President & CEO Yasuhiro Miyaji

NOTICE OF CONVOCATION OF

THE 123RD ORDINARY GENERAL MEETING OF SHAREHOLDERS

Akebono Brake Industry Co., Ltd. (the "Company") now announces and cordially invites you to attend the 123rd Ordinary General Meeting of Shareholders, to be held as set forth below.

In convening this General Meeting of Shareholders, the information contained in the Reference Documents, etc., for this General Meeting of Shareholders (matters subject to the Measures for Electronic Provision) shall be provided electronically and posted on to the Company's website. You are kindly requested to access the following website and check the information.

[Company's website] https://www.akebono-brake.com/english/ir/shareholder_stock/meeting.html

In addition to the above website, matters subject to the Measures for Electronic Provision are also posted on the website of Tokyo Stock Exchange (TSE). Please access the TSE website (Listed Company Search) below, enter and search for "Akebono Brake Industry" in the "Issue name (company name)" field or "7238" in the "Code" field, and check the information posted upon selecting "Basic information," "Documents for public inspection/PR information," and "Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting."

[TSE website (Listed Company Search)] https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

You can exercise your voting rights by mail or via the Internet instead of attending the meeting. Please refer to the "Exercise of Voting Rights" described later and exercise your voting rights after reading the "Reference Documents for the General Meeting of Shareholders" contained in the matters subject to the Measures for Electronic Provision by 5:40 p.m. June 25 (Tuesday), 2024 (JST).

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[Translation for Reference Purposes Only]

1. Date and Time June 26 (Wednesday), 2024 at 10:00 a.m. (Reception will open at 9:00 a.m.) (JST)

2. Place	Conference Hall, Ai-City (Headquarters), Akebono Brake Industry Co., Ltd. 5-4-71,
	Higashi, Hanyu City, Saitama

3. Purpose of the Meeting Matters to be Reported

1. Business Report and Consolidated Financial Statements, as well as Results of the Audits of the Consolidated Financial Statements by the Independent Auditor and the Audit & Supervisory Committee for the 128th Business Term (From April 1, 2023 to March 31, 2024)
2. Non-ConsolidatedFinancial Statements for the 128th Business Term (From April 1, 2023 to March 31, 2024)

Matters to be Resolved

Proposal: Election of Three (3) Directors (excluding Directors who are Audit & Supervisory Committee Members)

• Should any revisions be made to the matters subject to the Measures for Electronic Provision, they will beposted on each website listed above.

Decisions for the convocation

1. Should voting rights be exercised in duplicate both in writing and via electronic means (the Internet, etc.), the exercise via electronic means (the Internet, etc.) shall be deemed valid. If voting rights are exercised multiple times via electronic means (the Internet, etc.), the last exercise of voting rights shall be deemed valid.
2. Should your agreement or disagreement with the proposal not be indicated in the returned Voting Rights Exercise Form, it will be deemed as an indication of an "agreement" to the proposals of the Company.

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[Translation for Reference Purposes Only]

Exercise of Voting Rights

The right to vote is an important right that allows the shareholders to participate in the running of the Company.

We ask that shareholders exercise their voting rights after referring to the "Reference Documents for the General Meeting of Shareholders" contained in matters subject to the Measures for Electronic Provision.

Shareholders who will not attend the meeting

If you are unable to attend the meeting, you can exercise your voting rights by mail or via the Internet.

Exercising Voting Rights by Mail

Please indicate your agreement or disagreement with the proposal on the enclosed Voting Rights Exercise Form and send it by mail to us. Please note that no indication of agreement or disagreement with the proposal shall be deemed to be an indication of "agreement" to the proposals of the Company.

Deadline for Exercising Voting Rights: To arrive no later than 5:40 p.m. on June 25 (Tuesday), 2024 (JST)

Exercising Voting Rights via the Internet

Please access the site for exercising voting rights (https://soukai.mizuho-tb.co.jp/) from your computer or smartphone and enter your vote for the proposal following instructions on screen.

Deadline for Exercising Voting Rights: No later than 5:40 p.m. on June 25 (Tuesday), 2024 (JST)

Shareholders who will attend the meeting

When you attend the meeting, you are requested to present the enclosed Voting Rights Exercise Form at the reception desk upon arrival at the meeting.

* Attending the meeting by proxy

When shareholders exercise their voting rights by proxy, those voting rights may be exercised by one other shareholder who possesses voting rights of the Company. In such a case, however, it is a condition that either the Voting Rights Exercise Form, or a document that can provide proof of identity (copy of certificate of seal impression, driver's license, etc.) be submitted together with a letter of consent that contains the signature or seal of the entrusting shareholder.

Date and Time: June 26 (Wednesday), 2024, at 10:00 a.m. (JST)

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[Translation for Reference Purposes Only]

REFERENCE DOCUMENTS

FOR THE GENERAL MEETING OF SHAREHOLDERS

Proposals and Reference Matters

Proposal: Election of Three (3) Directors (excluding Directors who are Audit & Supervisory Committee Members)

The term of office of Director Yasuhiro Miyaji and Director Masaaki Ando will expire at the conclusion of this Ordinary General Meeting of Shareholders. Accordingly, the Company proposes to increase the number of Directors by one (1) and elect three (3) Directors, to further strengthen the management structure.

The details of the candidates for Director are as follows:

		Name	Career Summary, Assignments and Positions in the Company, and	Number of the
No.		Company's
	(Date of Birth)		Significant Concurrent Positions
			Shares Held
				April 1981	Joined Jidosha Kiki Co., Ltd. (currently: Bosch
				October 2000	Corporation)
				General Manager, Sales Planning Department, Sales
					Division, Bosch Braking Systems Co., Ltd.
				April 2002	(currently: Bosch Corporation)
				Deputy General Manager, Sales Division, Chassis
				August 2005	System Business Unit, Bosch Corporation
				President and Representative Director, TMD Friction
				January 2009	Japan K.K.
				Executive Officer, Bosch Corporation
				November 2010	Managing Executive Officer, in charge of Customer
				April 2016	Business, Bosch Corporation
1		Yasuhiro Miyaji	Senior Executive Officer, in charge of Customer	Common shares:
	July 2017	Business, Bosch Corporation
		(May 17, 1957)	Managing Executive Officer, Deputy General	75,430
					Manager of Vehicle Installation Business, NIDEC
		Reelection
				CORPORATION
				September 2019	Joined the Company
		Attendance at		Representative Director (Current)
		meetings of the	October 2019	Executive Officer (Current)
		Board of Directors	June 2022	President & CEO, the Company (Current)
		Responsible for North American Operations
	23/23 (100%)			Chairman, Akebono Brake Corporation (Current)
				[Assignments in the Company]
				CEO
				[Significant Concurrent Positions]
				Chairman, Akebono Brake Corporation
[Reason for selecting Yasuhiro Miyaji as the candidate for Director]
Mr. Miyaji has been demonstrating leadership as Representative Director, President & CEO of the Company since
being appointed in 2019, carrying out the Business Turnaround Plan and pursuing future growth through the
restructuring of manufacturing plants on a global scale.
Before joining the Company, he served as the President and Representative Director of TMD Friction Japan K.K., the
Senior Executive Officer of Bosch Corporation, and the Managing Executive Officer of NIDEC CORPORATION
and has expertise in the Company's mainstay business and strong relationships with Japanese automakers.
In order to achieve future growth of the Company, it is indispensable for us to regain the trust of our customers and
other stakeholders, strengthen the competitiveness of the entire Akebono Group and lead business expansion. As Mr.
Miyaji has the most appropriate knowledge, experience, and abilities to fulfill these duties, the Company has judged
that he can continue contributing to the enhancement of corporate value of the Company and nominates him as the
candidate for Director.

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[Translation for Reference Purposes Only]

		Name	Career Summary, Assignments and Positions in the Company, and	Number of the
No.		Company's
	(Date of Birth)		Significant Concurrent Positions
			Shares Held
				October 1988	Joined the Company
				July 2003	President, Ambrake Corporation (currently: Akebono
				January 2005	Brake Corporation)
				Supervision, Automotive Sales Division, the
				January 2007	Company
				Executive Officer
					Supervision of Automotive Sales Groups 1, 2 & 3,
				January 2010	Automotive Sales Division, the Company
				EVP & OE /AM Sales, Akebono Brake Corporation
				July 2018	Global Key Account Executive, Continental
				August 2020	Automotive Corporation (Japan)
				Executive Officer (Current)
				April 2022	Head of the Global Sales Division, the Company
				Head of the Automotive Sales Division, the
2		Masaaki Ando	July 2022	Company	Common shares:
	CMO
		(May 13, 1965)		Responsible for China Operations, the Company	0
		Reelection			Chairman, Akebono Corporation (Guangzhou)
				(Current)
					Chairman, Akebono Corporation (Suzhou) (Current)
		Attendance at	April 2023
		In charge, Aftermarket Division
		meetings of the		In charge, Infrastructure & Mobility Systems
		Board of Directors	June 2023	(AIMS) Division, the Company
	18/18 (100%)		Director, the Company (Current)
				April 2024	COO, the Company (Current)
				[Assignments in the Company]
				COO
				[Significant Concurrent Positions]
				Chairman, Akebono Corporation (Guangzhou)
				Chairman, Akebono Corporation (Suzhou)

[Reason for selecting Masaaki Ando as the candidate for Director]

Mr. Ando joined the Company in 1988 and has made achievements mainly in the automotive sales and overseas business fields. He has abundant global experience, including his service as the President at the Company's U.S. subsidiary, and possesses a strong network of customer connections. In addition, after serving as a Global Key Account Executive at Continental Automotive Corporation (Japan) for about two years from July 2018, he has executed the Business Turnaround Plan as an Executive Officer of the Company since August 2020. As he was appointed Director in June 2023 and is now leading the business of the Company as COO, the Company has judged that he can continue to contribute to the expansion of the business and enhancement of corporate value of the Company and nominates him as a candidate for Director.

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[Translation for Reference Purposes Only]

		Name			Number of the
No.		Career Summary and Significant Concurrent Positions	Company's
	(Date of Birth)
				Shares Held
				April 1999	Joined Sumitomo Bank, Ltd. (currently: Sumitomo
				October 2000	Mitsui Banking Corporation)
				Joined Asahi Arthur Andersen Ltd. (currently:
				November 2002	KPMG Consulting Co., Ltd.)
				Joined Nomura Securities Co., Ltd.
				October 2006	Joined Morgan Stanley Japan Securities Co., Ltd.
					(currently: Morgan Stanley MUFG Securities Co.,
				February 2009	Ltd.)
				Joined Marunouchi Capital Inc.
				May 2011	Director, Japan Industrial Solutions Co., Ltd.	Common shares:
3				January 2015	Managing Director, Japan Industrial Solutions Co.,
	Takashi Komagata		Ltd.	0
		December 2019
		Member of the Board (Current), Co-Head of
		(May 6, 1976)		Investment Division (Current), Japan Industrial
		New Election			Solutions Co., Ltd.
			September 2020	Outside Director, MITSUBA Corporation (Current;
					scheduled to resign as of June 2024)
		Outside		December 2023	Outside Director, NIPPON CHEMI-CON
		Director			CORPORATION (Current)
				[Significant Concurrent Positions]
				Member of the Board, Japan Industrial Solutions Co., Ltd.
				Outside Director, NIPPON CHEMI-CON CORPORATION

[Reason for selecting Takashi Komagata as the candidate for Outside Director and summary of expected roles]

Mr. Komagata worked for major financial institutions and investment fund management companies and now serves as a member of the Board and the Co-Head of Investment Division at Japan Industrial Solutions Co., Ltd. As he has expertise and extensive experience in financial and corporate management, the Company expects him to provide advice and supervision on management with a view toward future growth of the Company and nominates him as a candidate for Outside Director.

Notes: 1. Mr. Masaaki Ando is the chairman of Akebono Corporation (Guangzhou) and Akebono Corporation (Suzhou) in which the Company holds 70% of equity interests and there are transaction relationships such as sale of brake parts between both companies and the Company. Mr. Takashi Komagata concurrently serves as a Member of the Board of Japan Industrial Solutions Co., Ltd. and in relation to the issuance of Class A Shares, Japan Industrial Solutions Fund II, the General Partner of which is said company, entered into an investment agreement with the Company. There are no special interests between the other candidates and the Company.

1. Mr. Takashi Komagata is a candidate for Outside Director.
2. The candidates do not hold Class A shares of the Company.
3. The Company has entered into a directors and officers liability insurance contract as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The said insurance will compensate for any legal damages and dispute costs arising in the event a claim for compensation of damages is made against the insured person during the term of the insurance due to an act taken by the insured person based on his or her position. Each candidate will be included as the insured person in the aforesaid insurance contract.
4. Subject to approval of the election of Mr. Takashi Komagata, the Company plans to enter into a contract limiting his liabilities with him. Below is an overview of the details of that contract.
   Effective after entering into these agreements, should an Outside Director bear any liability arising from his/her act or omission and such Outside Director performed his/her duty in good faith and without gross negligence in relation to such act or omission, his/her liabilities shall be limited to an amount equal to the higher of ¥1 million or the minimum amount of his/her obligation as stipulated under Article 425, Paragraph 1 of the Companies Act.
5. The number of the Company's shares held by Mr. Yasuhiro Miyaji includes shares held through the Officers' Shareholding Association of the Company.
6. • 6 -

[Translation for Reference Purposes Only]

(Reference)

Skill Matrix of Directors after this Ordinary General Meeting of Shareholders (Provisional)

The Company believes that the composition of the Board of Directors needs to be well-balanced with knowledge, experience, and abilities that will contribute to business turnarounds and to the enhancement of corporate value over the medium to long term. Accordingly, we have currently defined such knowledge, experience, and abilities as "Business Turnaround," "Corporate Management," "Industry Knowledge," "Research and Development," "Monozukuri (manufacturing excellence and quality)," "Sales and Purchasing" "Finance and Accounting," "Legal, Governance and Compliance," and "Global Experience." The Company has appointed Inside Directors with industry knowledge and Outside Directors with a high level of expertise in their respective fields and experience in business revitalization. The knowledge, experience, and abilities of each Director are as follows.

NamePosition

				Monozukuri
Business	Corporate	Industry	Research and	(manufacturing		Sales and	Finance and
Turnaround	Management	Knowledge	Development	excellence and		Purchasing	Accounting
				quality)

Legal/

Governance/

Compliance

Global

Experience

	Representative
Yasuhiro	Director,			●	●	●	●	●			●
Executive
Miyaji
Officer, President
	& CEO
Masaaki	Director &				●		●	●			●
Ando	Executive Officer
Takashi	Outside Director		●	●	●				●
Komagata
	Outside Director,
Hiroaki	Audit &		●	●	●	●	●		●		●
Supervisory	Independent
Tanji
Committee
	Member
	Outside Director,
Yuichi	Audit &		●	●	●				●		●
Supervisory
Hiromoto
Committee
	Member
	Outside Director,
Yosuke	Audit &		●	●	●	●	●			●	●
Supervisory	Independent
Mishiro
Committee
	Member
	Outside Director,
Shigeyuki	Audit &	Independent	●	●	●					●
Supervisory
Kawamoto	/ Attorney
Committee
	Member

• Business Turnaround and Corporate Management do not include experience in the Company's group.
• The above table does not show all the knowledge, experience, and abilities of each Director.

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