GS Yuasa : Notice of the 20th annual general meeting of shareholders

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: 6674 June 6, 2024 Start date of measures for electronic provision: May 31, 2024

To Shareholders with Voting Rights:

Osamu Murao President

GS Yuasa Corporation

1, Inobanba-cho, Nishinosho, Kisshoin, Minami-ku,

Kyoto, Japan

NOTICE OF THE 20TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

You are hereby notified that the 20th Annual General Meeting of Shareholders (the "Meeting") of GS Yuasa Corporation (the "Company") will be held as described below.

If you are unable to attend the Meeting in person, you may exercise your voting rights electronically (via the internet, etc.) or in writing. Please review Reference Documents for the Meeting and exercise your voting rights by 5:00 p.m. on Wednesday, June 26, 2024 (Japan Standard Time).

1. Date and Time: Thursday, June 27, 2024 at 10:00 a.m. (Japan Standard Time)
2. Venue: Hall at Head Office

1, Inobanba-cho, Nishinosho, Kisshoin, Minami-ku, Kyoto, Japan

3. Meeting Agenda Matters to be reported:

1. The Business Report and Consolidated Financial Statements for the 20th fiscal year (April 1, 2023 - March 31, 2024) (the "Fiscal Year") and results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board
2. Non-consolidatedFinancial Statements for the Fiscal Year

Matters to be resolved:

Proposal 1	Appropriation of Surplus
Proposal 2	Election of Seven (7) Directors
Proposal 3	Election of One (1) Audit & Supervisory Board Member
Proposal 4	Payment of Bonuses for Directors

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4. Items Concerning Measures for Electronic Provision

When convening this Meeting, the Company takes measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which measures for providing information in electronic format are to be taken) in electronic format. Please access any of the websites below to review the information.

[The Company's Website] https://www.gs-yuasa.com/jp/ir/meeting.php (in Japanese)

[Website for Informational Materials for the General Meeting of Shareholders] https://d.sokai.jp/6674/teiji/ (in Japanese)

• If revisions to the items subject to measures for providing information in electronic format arise, it will be posted on each of the websites above.
• Among the items subject to measures for providing information in electronic format, in accordance with the provisions of laws and regulations and Article 15, paragraph 2 of the Articles of Incorporation of the Company, the following items are not provided in the paper-based documents delivered to shareholders who requested the delivery of such documents. Each item of (i) to (viii) below has been combined with the Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statements for the auditing process when preparing the results of audits by Audit & Supervisory Board and the Accounting Auditor.
• 1. Items concerning the Accounting Auditor
  2. Overview of the resolutions by the Board of Directors on the development of systems necessary to ensure the properness of operations and the operating status of the systems
  3. Consolidated Statements of Changes in Net Assets
  4. Notes to the Consolidated Financial Statements
  5. Non-consolidatedBalance Sheets
  6. Non-consolidatedStatement of Income
  7. Non-consolidatedStatements of Changes in Net Assets
  8. Notes to the Non-consolidated Financial Statements
  9. Audit Report on the Consolidated Financial Statements by the Accounting Auditor (copy)
  10. Audit Report on the Non-consolidated Financial Statements by the Accounting Auditor (copy)
  11. Audit Report by the Audit & Supervisory Board (copy)
• Reception is planned to begin at 9:00 a.m. on the day of the Meeting.
• When you attend the Meeting, you are kindly requested to present the enclosed voting form at the reception desk.
• Only our shareholders are allowed to enter the venue. Persons who are attending as proxies of shareholders need to be themselves shareholders. In addition, the proxy shall be limited to one person.

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Reference Documents for the Meeting

Proposal 1

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows: Year-end dividends

The Company considers the appropriate return of profit to its shareholders as one of management policies of utmost importance, and believes that the paying of dividends should be principally determined by comprehensively taking into consideration consolidated performance trends, the financial situation, and the payout ratio among other data.

The Company has given consideration to matters including the consolidated business performance of the Fiscal Year and future business development, and it proposes to pay year-end dividends for the Fiscal Year as follows, increasing the payment by ¥20 per share compared with the previous fiscal year.

As the Company has already paid an interim dividend of ¥15 per common share of the Company for this period, the annual dividend will be ¥70 per share.

1. Type of dividend property Cash
2. Allocation of dividend property to shareholders and total amount thereof
   The Company proposes to pay a dividend of ¥55 per common share of the Company. In this event, the total dividends will be ¥5,519,313,800.
3. Effective date of distribution of surplus
   The effective date of dividends will be June 28, 2024.

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Proposal 2

Election of Seven (7) Directors

The terms of office of all seven (7) currently serving Directors will expire at the conclusion of the Meeting. Therefore, the Company proposes the election of seven (7) Directors.

The Company has established the Nomination and Compensation Committee, which is chaired by an Outside Director who is an independent officer, and of which Outside Directors who are independent officers compose a majority of members, to enhance the transparency and objectivity in the nomination process of candidates for Directors. Regarding the selection of the candidates, the Board of Directors has determined the candidates after seeking and receiving advice from the Nomination and Compensation Committee.

The candidates for Director are as follows:

				Current position and	Attendance at
Candidate	Name		Gender	Board of	Tenure as
No.		responsibilities	Directors	Director
					Meetings
				President	100%	12 years
1	Osamu Murao	Reelection	Male	Chief Executive Officer
(17/17)
				(CEO)
2	Takashi Abe	New election	Male	-	-	-
3	Masahiro Shibutani	Reelection	Male	Executive Vice President	100%	3 years
(17/17)
				Director	100%	2 years
4	Hiroaki Matsushima	Reelection	Male	Chief Financial Officer
(17/17)
				(CFO)
		Reelection			100%	6 years
5	Takayoshi Matsunaga	Outside	Male	Director
(17/17)
		Independent
		Reelection			100%	4 years
6	Yoshiko Nonogaki	Outside	Female	Director
(17/17)
		Independent
		New election
7	Koji Nitto	Outside	Male	-	-	-
		Independent

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Candidate	Name	Career summary, position and responsibilities	Number of shares
of the Company
No.	(Date of birth)		[significant concurrent positions]
	held
		Apr. 1982	Joined Japan Storage Battery Co., Ltd.
			(currently GS Yuasa International Ltd.)
		June 2011	Officer of GS Yuasa International Ltd.
		June 2012	Director, person in charge of Quality Control
			and vice person in charge of Technology of the
			Company
	Osamu Murao		Director of GS Yuasa International Ltd.
		Director of GS Yuasa Technology Ltd.
	(January 15, 1960)		17,765 shares
	June 2014	Vice person in charge of Industrial Batteries &
	Reelection
		Power Sources Business of the Company
		June 2015	President and Chief Executive Officer (CEO)
1			(current position)
		President of GS Yuasa International Ltd.
			(current position)
		[Significant concurrent positions outside the Company]
		President of GS Yuasa International Ltd.
	[Reasons for nomination as a candidate for Director and expected roles]
	Osamu Murao has extensive knowledge about the business of the Company group (the "Group"), and as a Director, was
	in charge of Quality Control, Technology, and Industrial Batteries and Power Sources Business in addition to his
	business experience in Manufacturing and Production Technology Departments. Moreover, after being appointed as
	President of the Company in June 2015, he has been in charge of the Group as CEO and has been guiding the business
	management of the Group, by directing the formulation of Medium-term Management Plans for the Group and
	demonstrating leadership for accomplishing these plans. Based on his abundant experience and knowledge, the
	Company has judged him to be the right person to supervise overall group management. Therefore, the Company has
	nominated him again as a candidate for Director.
		Apr. 1989	Joined Japan Storage Battery Co., Ltd.
			(currently GS Yuasa International Ltd.)
		Mar. 2003	President of GS Battery U.S.A. Inc.
		Apr. 2010	General Manager of Corporate Strategic
			Planning Office of GS Yuasa International Ltd.
		June 2016	Corporate Officer
		Oct. 2016	Executive Vice President of GS Yuasa Energy
			Co., Ltd.
		Apr. 2018	Deputy Business Unit Manager of Industrial
	Takashi Abe		Batteries & Power Sources Business Unit of GS
		Yuasa International Ltd.
	(October 17, 1965)		3,365 shares
		Division Manager of Overseas Sales Division,
	New election
		Industrial Batteries & Power Sources Business
2			Unit
	Apr. 2022	Director (current position)
			Division Manager of Power Supply System
			Sales Division, Industrial Batteries & Power
			Sources Business Unit
		Apr. 2023	Business Unit Manager of Automotive Battery
			Business Unit
		[Significant concurrent positions outside the Company]
		Director of GS Yuasa International Ltd.
	[Reasons for nomination as a candidate for Director and expected roles]
	Takashi Abe has extensive knowledge about the business of the Group based on his service as a Director at a subsidiary
	and as a President at an overseas subsidiary in addition to his business experience in Industrial Batteries and Power
	Sources Business, Automotive Battery Business, and Corporate Strategic Planning Office. Based on his abundant
	experience and knowledge, the Company has judged him to be the right person to supervise overall group management.
	Therefore, the Company has nominated him as a new candidate for Director.

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Candidate	Name	Career summary, position and responsibilities	Number of shares
of the Company
No.	(Date of birth)		[significant concurrent positions]
	held
		Apr. 1984	Joined Yuasa Battery Co., Ltd. (currently GS
			Yuasa International Ltd.)
		Jan. 2006	General Manager of Finance and Accounting
			Division of the Company
		Apr. 2007	Director of GS Yuasa Accounting Service Ltd.
			(currently GS Yuasa International Ltd.)
		Apr. 2010	President and Director of Yuasa (Tianjin)
			Technology Ltd.
		Apr. 2012	General Manager of Corporate Office of the
			Company
			General Manager of Internal Control Office
		June 2014	Officer of GS Yuasa International Ltd.
			Audit & Supervisory Board Member of GS
	Masahiro Shibutani		Yuasa Battery Ltd.
	June 2016	Corporate Officer of GS Yuasa International
	(November 2, 1960)	5,153 shares
		Ltd.
	Reelection
		President of GS Yuasa Battery Ltd.
3		June 2019	Senior Officer of GS Yuasa International Ltd.
	Apr. 2020	Director
		Apr. 2021	Managing Director
		June 2021	Managing Director of the Company
		June 2022	Senior Managing Director
			Senior Managing Director of GS Yuasa
			International Ltd.
		June 2023	Executive Vice President of the Company
			(current position)
			Executive Vice President of GS Yuasa
			International Ltd. (current position)
		[Significant concurrent positions outside the Company]
		Executive Vice President of GS Yuasa International Ltd.
	[Reasons for nomination as a candidate for Director and expected roles]
	Masahiro Shibutani has knowledge about global business management, administration and operations based on his
	service as an officer at an overseas subsidiary in addition to his business experience in Automotive Battery Business and
	Administrative Departments. Based on his abundant experience and knowledge, the Company has judged him to be the
	right person to supervise overall group management. Therefore, the Company has nominated him again as a candidate
	for Director.

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Candidate	Name	Career summary, position and responsibilities	Number of shares
of the Company
No.	(Date of birth)		[significant concurrent positions]
	held
		Apr. 1989	Joined Yuasa Battery Co., Ltd. (currently GS
			Yuasa International Ltd.)
		Apr. 2015	General Manager of Corporate Office of the
			Company
		June 2016	General Manager of Finance and Accounting
			Division of GS Yuasa International Ltd.
			(current position)
			Director of GS Yuasa Accounting Service Ltd.
			(currently GS Yuasa International Ltd.)
	Hiroaki Matsushima		Audit & Supervisory Board Member of GS
		Yuasa Fieldings Ltd.
	(January 15, 1966)		5,952 shares
	June 2017	Officer of GS Yuasa International Ltd.
	Reelection
	June 2018	President of GS Yuasa Accounting Service Ltd.
4			(currently GS Yuasa International Ltd.)
	Apr. 2020	Head of Corporate Office of the Company
			(current position)
		Apr. 2021	Director of GS Yuasa International Ltd. (current
			position)
		June 2022	Director and Chief Financial Officer (CFO) of
			the Company (current position)
		[Significant concurrent positions outside the Company]
		Director of GS Yuasa International Ltd.
	[Reasons for nomination as a candidate for Director and expected roles]
	Hiroaki Matsushima has knowledge about overall group management based on his service as a Director and an Audit &
	Supervisory Board Member at subsidiaries in addition to his business experience in Administrative Departments
	including Accounting, Finance and Information Systems. Based on his abundant experience and knowledge, the
	Company has judged him to be the right person to supervise overall group management. Therefore, the Company has
	nominated him again as a candidate for Director.

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Candidate	Name	Career summary, position and responsibilities	Number of shares
of the Company
No.	(Date of birth)		[significant concurrent positions]
	held
		Apr. 1975	Joined SEKISUI CHEMICAL CO., LTD.
		June 2002	Director and Senior Vice President of High
			Performance Plastics Company
		Apr. 2004	Director, person in charge of IT-Related
			Business Unit of High Performance Plastics
			Company
		June 2004	Managing Director, person in charge of IT-
			Related Business Unit of High Performance
	Takayoshi Matsunaga		Plastics Company
	Apr. 2005	Executive Managing Director and President of
	(May 11, 1951)
		High Performance Plastics Company
	Reelection		1,555 shares
	Apr. 2008	Executive Managing Director, Senior Managing
	Outside
		Executive Officer and President of High
	Independent
		Performance Plastics Company
5		June 2008	Director, Senior Managing Executive Officer
			and President of High Performance Plastics
			Company
		Mar. 2014	Director and CEO's Special mission
		June 2014	Audit & Supervisory Board Member
			Outside Audit & Supervisory Board Member of
			Sekisui Jushi Corporation
		June 2018	Director of the Company (current position)
	[Reasons for nomination as a candidate for Outside Director and expected roles]
	Takayoshi Matsunaga has extensive knowledge to supervise overall management based on management experience as a
	Director at a listed company expanding overseas in addition to his experience as an Audit & Supervisory Board
	Member of a listed company. Based on his abundant experience, knowledge, and neutral and objective viewpoint, the
	Company has judged him to be capable of performing the supervisory function of the Board of Directors of the
	Company with regard to the business operation. Therefore, the Company has nominated him again as a candidate for
	Outside Director.

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Candidate	Name	Career summary, position and responsibilities	Number of shares
of the Company
No.	(Date of birth)		[significant concurrent positions]
	held
		Apr. 1980	Joined Sony Corporation (currently Sony
			Group Corporation)
		Sept. 1992	President and Representative Director of Sony
			Poland sp.zo.o
		July 1994	General Manager of Sales and Marketing
			Department, Recording Media and Energy
			Company of Sony Corporation (currently Sony
			Group Corporation)
		Apr. 1999	General Manager of Planning and Marketing
			Department, Personal IT Network Company
	Yoshiko Nonogaki	Apr. 2006	General Manager of Business Planning
		Department, Business and Professional
	(July 31, 1957)
		Solutions Group
	Reelection		941 shares
	Apr. 2009	Senior General Manager of Planning and
	Outside
		Marketing Division, Business and Professional
	Independent
		Solutions Group
6		Apr. 2013	Director of Global Diversity, Personnel HQ
		June 2015	Outside Director of Jolly-Pasta Co., Ltd.
		June 2019	Outside Director of Nifco Inc. (current
			position)
		June 2020	Director of the Company (current position)
		June 2021	Outside Director of SATO HOLDINGS
			CORPORATION (current position)
		[Significant concurrent positions outside the Company]
		Outside Director of Nifco Inc.
		Outside Director of SATO HOLDINGS CORPORATION
	[Reasons for nomination as a candidate for Outside Director and expected roles]
	Yoshiko Nonogaki has extensive knowledge to supervise overall management based on experience as an Outside
	Director of listed companies in addition to her experience in business departments at a listed company expanding
	overseas and in management at an overseas subsidiary. Based on her abundant experience, knowledge, and neutral and
	objective viewpoint, the Company has judged her to be capable of performing the supervisory function of the Board of
	Directors of the Company with regard to the business operation. Therefore, the Company has nominated her again as a
	candidate for Outside Director.
		Apr. 1983	Joined OMRON TATEISI ELECTRONICS
			CO. (currently OMRON Corporation)
		Mar. 2011	Senior General Manager of Global Resource
			Management HQ of OMRON Corporation
		June 2011	Executive Officer
		Mar. 2013	Senior General Manager of Global SCM and IT
	Koji Nitto		Innovation HQ
	(February 1, 1961)	Apr. 2013	Managing Executive Officer
	New election	Mar. 2014	Senior General Manager of Global Strategy HQ	0 shares
	Outside	Apr. 2014	Senior Managing Executive Officer
7	Independent	June 2014	Director, Senior Managing Executive Officer
	Apr. 2017	Director, Senior Managing Executive Officer
			and Chief Financial Officer (CFO)
		June 2023	Outside Director of WACOAL HOLDINGS
			CORP. (current position)
		[Significant concurrent positions outside the Company]
		Outside Director of WACOAL HOLDINGS CORP.
	[Reasons for nomination as a candidate for Outside Director and expected roles]
	Koji Nitto has extensive knowledge to supervise overall management based on experience as an Outside Director of a
	listed company in addition to his experience as CFO and in business departments at a listed company expanding
	overseas. Based on his abundant experience, knowledge, and neutral and objective viewpoint, the Company has judged
	him to be capable of performing the supervisory function of the Board of Directors of the Company with regard to the
	business operation. Therefore, the Company has nominated him as a new candidate for Outside Director.

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(Notes) 1. There are no special interests between any of the candidates and the Company.

1. Takayoshi Matsunaga, Yoshiko Nonogaki and Koji Nitto are candidates for Outside Director.
2. Takayoshi Matsunaga is currently an Outside Director of the Company, and at the conclusion of the Meeting, his tenure as an Outside Director will have been six (6) years.
3. Yoshiko Nonogaki is currently an Outside Director of the Company, and at the conclusion of the Meeting, her tenure as an Outside Director will have been four (4) years.
4. Pursuant to the provisions in Article 28 of the Articles of Incorporation of the Company and Article 427, paragraph 1 of the Companies Act (the "Act"), the Company has entered into an agreement with Takayoshi Matsunaga and Yoshiko Nonogaki to limit their liability under Article 423, paragraph 1 of the Act to a maximum amount of ¥10 million or the minimum liability limit stipulated in Article 425, paragraph 1 of the Act, whichever is higher, and if their reelection is approved, the Company plans to renew the relevant agreement with them.
5. If the election of candidate for Director Koji Nitto is approved, pursuant to the provisions in Article 28 of the Articles of Incorporation of the Company and Article 427, paragraph 1 of the Act, the Company plans to enter into an agreement with him to limit his liability under Article 423, paragraph 1 of the Act to a maximum amount of ¥10 million or the minimum liability limit stipulated in Article 425, paragraph 1 of the Act, whichever is higher.
6. The Company has concluded a directors' and officers' liability insurance contract provided for in Article 430-3, paragraph 1 of the Act with an insurance company. If each candidate is elected and appointed as Director, the Company plans to insure all Directors under the relevant insurance contract. The Company plans to renew the relevant insurance contract with the same contents at the next renewal.
7. The Company has submitted notification to the Tokyo Stock Exchange, that Takayoshi Matsunaga and Yoshiko Nonogaki have been appointed as independent officers as provided for by the aforementioned Exchange. If their reelection is approved, the Company plans for their appointment as independent officers to continue.
8. If the election of candidate for Director Koji Nitto is approved, the Company plans to appoint him as an independent officer as provided for by the Tokyo Stock Exchange.
9. Koji Nitto will be appointed as an Outside Director (Audit and Supervisory Committee Member) of T&D Holdings, Inc. at that company's annual general meeting of shareholders to be held on June 26, 2024.

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