KYB : Notice of the 102th Ordinary 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. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damage arising from the translation.

(Securities Code 7242) June 6, 2024 (Start date for electronic provision measures: May 24, 2024)

To Shareholders with Voting Rights:

Masahiro Kawase Representative Director, President Chief Operating Officer (COO)

KYB Corporation

2-4-1,Hamamatsu-cho,Minato-ku, Tokyo

NOTICE OF

THE 102ND ORDINARY GENERAL MEETING OF SHAREHOLDERS

We would like to express our appreciation for your continued support and patronage.

We are pleased to inform you that the 102nd Ordinary General Meeting of Shareholders of KYB Corporation (the "Company") will be held for the purposes as described below.

Regarding the convocation of this General Meeting of Shareholders, measures for electronic provision have been taken for the information included in the reference documents for the General Meeting of Shareholders ("Matters to be Provided Electronically"), and Matters to be Provided Electronically have been posted on the Company's website. Please access the Company's website below to confirm.

The Company's website: https://www.kyb.co.jp/english/ir/stock_meeting.html

In addition to the Company's website, Matters to be Provided Electronically have also been posted on the Tokyo Stock Exchange website. Please access the Tokyo Stock Exchange website below, enter and search for "KYB" in the "Issue name (company name)" search box or "7242" in the "Code" search box, then select "Basic information" and "Documents for public inspection/PR information" in order before checking "Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting" listed under "Filed information available for public inspection."

The Tokyo Stock Exchange's website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

If you are unable to attend the meeting, you may exercise your voting rights via the Internet or by mailing the enclosed Voting Rights Exercise Form. Please exercise your voting rights by 5:15 p.m. on Monday, June 24, 2024 (Japan time), after taking the time to consult the reference documents for the General Meeting of Shareholders listed in Matters to be Provided Electronically.

1 Date and Time: Tuesday, June 25, 2024 at 10:00 a.m. (Reception starts at 9:00 a.m.) (Japan time)

2 Place:	Hamamatsucho Convention Hall, 5th Floor Main Hall
	Nippon Life Hamamatsucho Crea Tower, 2-3-1,Hamamatsu-cho,Minato-ku,
	Tokyo

3 Meeting Agenda:

Matters to be reported: 1. Business Report, Consolidated Financial Statements for the Company's 102nd

Fiscal Year (April 1, 2023-March 31, 2024) and results of audits by the

Accounting Auditor and the Audit & Supervisory Board of the Consolidated

Financial Statements

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2. Non-consolidated Financial Statements for the Company's 102nd Fiscal Year (April 1, 2023-March 31, 2024)

Proposals to be resolved:

Proposal 1: Appropriation of Surplus

Proposal 2: Election of Seven (7) Members of the Board of Directors

Proposal 3: Election of Four (4) Audit & Supervisory Board Members

4 Exercise of voting rights:

1. If you vote both in writing on the Voting Rights Exercise Form and via the Internet, only your vote placed via the Internet will be counted.
2. If you vote multiple times via the Internet, only the last vote will be counted.
3. If there is no indication of approval or disapproval of the proposals on the Voting Rights Exercise Form, it will be treated as an indication of approval.

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• When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk. For the purpose of saving resources, please bring this NOTICE OF THE 102ND ORDINARY GENERAL MEETING OF SHAREHOLDERS to the meeting.
• We do not prepare gifts for shareholders attending the meeting. We appreciate your understanding.
• Of Matters to be Provided Electronically, the following matters are not stated in the documents delivered to shareholders who requested delivery of a paper copy in accordance with laws and regulations and the provisions of Article 15, Paragraph 2 of the Company's Articles of Incorporation. Moreover, said documents are part of the documents audited by the Audit & Supervisory Board Members and the Accounting Auditor for the preparation of the Audit Reports.
• 1. The Consolidated Statements of Changes in Equity and Notes to the Consolidated Financial Statements in the Consolidated Financial Statements
  2. The Statements of Changes in Equity and Notes to the Non-consolidated Financial Statements in the Non-consolidated Financial Statements
• Any revisions to Matters to be Provided Electronically will be posted on each website listed above.
• Please note that persons who are not shareholders, such as non-shareholder proxies or persons accompanying shareholders, are not allowed to attend the meeting.

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Reference Documents for the General Meeting of Shareholders

Proposal 1: Appropriation of Surplus

Appropriate shareholder return is an important management policy of the Company. In accordance with the Company's basic policy and in consideration of business performance for the fiscal year ended March 31, 2024, future capital investment, and other factors, the Company proposes the payment of a year-end dividend of 100 yen per share of common stock for the fiscal year under review. For class A preferred shares, the Company proposes the payment of a dividend calculated as designated at issuance.

Matters concerning year-ended dividends:

1.	Type of dividend property
	Cash
2.	Allocation of dividend property and total amount thereof	Total amount: 2,504,116,500 yen
	100 yen per share of common stock of the Company
	3,750,000 yen per class A preferred share of the Company	Total amount: 468,750,000 yen
3.	Effective date of dividends of surplus
	June 26, 2024

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Proposal 2: Election of Seven (7) Members of the Board of Directors

The terms of office of all the eight (8) Members of the Board of Directors will expire at the conclusion of this General Meeting of Shareholders. With the aim of more prompt decision-making of the Board of Directors, we propose the reduction of one (1) Director and the election of seven (7) Members of the Board of Directors.

The candidates for the Members of the Board of Directors are as follows:

List of candidates for Members of the Board of Directors

					Attendance
				Current positions in the	of the
No.	Name	Attributes	meetings of
Company
				the Board of
					Directors
1				Representative Director,	100%
Masao Ono	(Reappointment)		Chief Executive Officer
	(17/17)
				(CEO)
2				Representative Director,	100%
Masahiro Kawase	(Reappointment)		President Chief Operating
	(17/17)
				Officer (COO)
				Member of the Board of	100%
				(12/12)
				Directors, Senior Managing
3				(After taking
Takashi Saito	(Reappointment)		Executive Officer,
	office on
				Chief Financial Officer
				June 23,
				(CFO)
				2023)
			(Candidate for
4	Shuhei Shiozawa	(Reappointment)	Member of the Board	Member of the Board of	100%
of Directors
Directors (Outside)	(17/17)
			(Outside))
			(Independent Officer)
			(Candidate for
5	Masakazu Sakata	(Reappointment)	Member of the Board	Member of the Board of	100%
of Directors
Directors (Outside)	(17/17)
			(Outside))
			(Independent Officer)
			(Candidate for
6	Akemi Sunaga	(Reappointment)	Member of the Board	Member of the Board of	100%
of Directors
Directors (Outside)	(17/17)
			(Outside))
			(Independent Officer)
			(Candidate for		100%
				(12/12)
			Member of the Board	Member of the Board of
7	Chizuko Tsuruta	(Reappointment)	(After taking
of Directors
Directors (Outside)	office on
			(Outside))
				June 23,
			(Independent Officer)
				2023)

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No.	Name	Career summary, positions, and responsibilities at the Company	Number of shares
of the Company
(Date of birth)
			held
		April 1979	Joined the Company
		January 2004	General Manager, Operations Planning Dept., Automotive
			Devices Business Div.
		April 2005	General Manager, Operations Planning Dept., Automotive
			Components Operations
		June 2006	General Manager, Purchasing Dept.
		June 2008	General Manager, Purchasing Div.
		April 2012	Executive Officer, General Manager, Purchasing Div.
		April 2014	Managing Executive Officer, General Manager, Purchasing Div.
		April 2016	Senior Managing Executive Officer, in Charge of Purchasing, in
			Charge of CSR, General Manager, Corporate Planning Div.
		April 2017	Senior Managing Executive Officer, in Charge of Purchasing, in
			Charge of Audit, General Manager, Corporate Planning Div.
		June 2017	Member of the Board of Directors, Senior Managing Executive
			Officer, in Charge of Purchasing, in Charge of Audit, General
			Manager, Corporate Planning Div.
		April 2018	Member of the Board of Directors, Senior Managing Executive
	Masao Ono		Officer, in Charge of Purchasing, General Manager, Corporate
		Planning Div.
	(November 7, 1956)
	June 2018	Member of the Board of Directors, Executive Vice President
	Male		Executive Officer, in Charge of Special Purpose Vehicles Div.,
		Domestic Affiliate Companies and Purchasing, General
	(Reappointment)		Manager, Corporate Planning Div.
	January 2019	Member of the Board of Directors, Executive Vice President	8,860
1
Term of office as a		Executive Officer, in Charge of Global Corporate Planning,
	(common stock)
		Aircraft Components Div., Domestic Affiliate Companies and
	Member of the Board
		Purchasing, General Manager, Corporate Planning Div.
	of Directors: 7 years
	April 2019	Representative Director, President Executive Officer
	Attendance of the	June 2022	Representative Director, President Chief Executive Officer
		(CEO)
	meetings of the Board
	June 2023	Representative Director, Chief Executive Officer (CEO) (current
	of Directors: (17/17)
		position)

[Reasons for proposing him as a candidate for Member of the Board of Directors] He has engaged in operations including sales, purchasing, CSR, corporate planning at the Group and has an extensive experience and achievements. He has promoted the important tasks of the Company, including reinforcement of the business base by leading a company that operates globally as President Executive Officer since April 2019 and as President CEO since June 2022.

We consider that a strong leadership he has demonstrated based on his extensive experience is indispensable in order to achieve further improvement of the corporate value of the Group. In addition, we consider that he will be able to contribute to addressing various issues in the industry and further developing the industry with his knowledge to this point. Consequently, we reappoint him as a candidate for Member of the Board of Directors.

[Significant concurrent positions]

None

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	Name			Number of
No.	Career summary, positions, and responsibilities at the Company	shares of the
(Date of birth)
			Company held
		April 1985	Joined the Company
		January 2010	General Manager, Suspension Engineering Dept., Automotive
			Components Operations
		April 2013	Deputy General Manager, Engineering Headquarters and
			General Manager, Suspension Engineering Dept., Engineering
			Headquarters, Automotive Components Operations
		May 2014	General Manager, Market & Product Planning Dept. and Deputy
			General Manager, Engineering Headquarters, Automotive
			Components Operations
		July 2014	General Manager, Market & Product Planning Dept.,
			Automotive Components Operations
		January 2016	General Manager, Engineering Headquarters and General
			Manager, Developmental Experiment Center, Automotive
			Components Operations
		January 2017	Deputy General Manager, Gifu North Plant, Automotive
			Components Operations
		April 2017	Executive Officer, General Manager, Steering Headquarters,
			Automotive Components Operations
		April 2019	Managing Executive Officer, General Manager, Steering
			Headquarters, Automotive Components Operations
		April 2020	Managing Executive Officer, General Manager, Suspension
			Headquarters and General Manager, Steering Headquarters,
	Masahiro Kawase		Automotive Components Operations
	(December 3, 1962)	April 2021	Managing Executive Officer, General Manager, Automotive
			Components Operations and General Manager, Suspension
	Male		Headquarters, Automotive Components Operations
		January 2022	Managing Executive Officer, General Manager, Automotive
	(Reappointment)		Components Operations
2		April 2022	Senior Managing Executive Officer, in Charge of Automotive	2,425
Term of office as a		Components Operations, in Charge of Engineering, General	(common stock)
	Member of the Board		Manager, Automotive Components Operations and General
	of Directors: 2 years		Manager, Engineering Div.
		June 2022	Member of the Board of Directors, Senior Managing Executive
	Attendance of the		Officer, in Charge of Automotive Components Operations, in
	meetings of the Board		Charge of Engineering, General Manager, Automotive
	of Directors: (17/17)		Components Operations, General Manager, Engineering Div.
		April 2023	Member of the Board of Directors, Senior Managing Executive
			Officer, in Charge of Automotive Components Operations,
			General Manager, Automotive Components Operations and
			General Manager, Suspension Headquarters
		June 2023	Representative Director, and President Chief Operating Officer
			(COO) (current position)

[Reasons for proposing him as a candidate for Member of the Board of Directors] He has engaged in operations including engineering and market & product planning at the Group and possesses an extensive knowledge and experience with manufacturing. He has engaged in optimizing engineering and production systems at domestic and overseas facilities and promoted a range of reforms as General Manager of Automotive Components Operations. Additionally, he has engaged in optimizing research and development and production systems as General Manager of Engineering Div.

Since June 2023, he has focused on addressing key management issues in the Group as a whole as Representative Director and President COO. We consider that he is indispensable in order to further improve the corporate value of the Group. Consequently, we reappoint him as a candidate for Member of the Board of Directors.

[Significant concurrent positions] None

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	Name			Number of
No.	Career summary, positions, and responsibilities at the Company	shares of the
(Date of birth)
			Company held
		April 1984	Joined Fuji Bank, Limited (now Mizuho Bank, Ltd.)
		April 2011	General Manager, International Fund Dept., Fuji Bank, Limited
		April 2012	Executive Officer, General Manager, International Fund Dept.,
			Fuji Bank, Limited
		July 2013	Executive Officer, General Manager, Derivatives Sales Dept.,
			Fuji Bank, Limited
		April 2016	Managing Executive Officer, Deputy Head of Global Markets
			Company, Mizuho Financial Group, Inc.
		April 2016	Managing Executive Officer, Co-General Manager, Global
			Markets Division, Mizuho Bank, Ltd.
		May 2017	Advisor, Mizuho Human Services K.K.
		June 2017	Representative Director and President, Mizuho Human Services
			K.K.
		June 2018	Audit & Supervisory Board Member (Full Time) of the
			Company
		June 2020	Managing Executive Officer, in Charge of Audit, in Charge of
			President office
	Takashi Saito	February 2021	Managing Executive Officer, in Charge of European Operations,
		President, KYB Europe GmbH
	(July 23, 1959)	April 2022	Managing Executive Officer, in Charge of European Operations
			(Deputy), President, KYB Europe GmbH
	Male	June 2022	Managing Executive Officer, in Charge of European Operations,
			General Manager, Finance & Accounting Div.
	(Reappointment)	April 2023	Senior Managing Executive Officer, in Charge of European
3			Operations, General Manager, Finance & Accounting Div.	1,600
Term of office as a	June 2023	Member of the Board of Directors, Senior Managing Executive	(common stock)
	Member of the Board		Officer, Chief Financial Officer (CFO), in Charge of European
	of Directors: 1 year		Operations, Global Corporate Finance, CSR, and Public
			Relations/IR, General Manager, CSR & Safety Control Div.
	Attendance of the	April 2024	Member of the Board of Directors, Senior Managing Executive
	meetings of the Board		Officer, Chief Financial Officer (CFO), in Charge of Global
	of Directors: (12/12)		Corporate Finance, CSR, and Public Relations/IR, General
			Manager, CSR & Safety Control Div. (current position)

[Reasons for proposing him as a candidate for Member of the Board of Directors] Based on the knowledge and experience acquired during his tenure at financial institutions, he has considerable knowledge of finance and accounting. At the Group, he possesses international experience as the head of the Company's European base and he has worked to improve the Group's financial position as General Manager of the Finance & Accounting Div.

Since June 2023, he has led a wide range of areas including global corporate finance, European operations, CSR, and public relations/IR as Senior Managing Executive Officer and CFO.

We consider that he is indispensable in order to further improve the corporate value of the Group. Consequently, we reappoint him as a candidate for Member of the Board of Directors

[Significant concurrent positions] None

- 7 -

	Name			Number of
No.	Career summary, positions, and responsibilities at the Company	shares of the
(Date of birth)
			Company held
		April 1981	Assistant, Faculty of Economics, Keio University
		April 1987	Associate Professor, Faculty of Economics, Keio University
		April 1991	Visiting researcher, Institut d'Etudes Politiques de Paris
		April 1994	Professor, Faculty of Economics, Keio University
		January 2001	Director for International Economic Affairs, Cabinet Office
		October 2005	Dean, Faculty of Economics, Keio University
		March 2012	Member of the Board of Directors (Outside), Kenedix, Inc.
	Shuhei Shiozawa	June 2016	Member of the Board of Directors (Outside) of the Company
		(current position)
	(September 19, 1955)	June 2017	Member of the Board of Directors (Outside) (Audit &
	Male		Supervisory Committee member), Ahresty Corporation (current
		position)
	(Reappointment)	April 2019	Professor Emeritus, Keio University (current position)
	April 2019	President, Tokyo International University
	(Candidate for	April 2022	Senior Advisor and Professor, Faculty of Economics, Tokyo
	Member of the Board		International University (current position)
	of Directors
4	(Outside))	[Reasons for proposing him as a candidate for Member of the Board of Directors	1,200
(Candidate for	(Outside) and overview of expected roles]
(common stock)
	Independent Officer)	Since assuming office as Member of the Board of Directors (Outside) of the Company
	Term of office as a	in 2016, he has properly performed supervisory function in regard to business
	execution on various occasions including the Board of Directors' meetings, such as
	Member of the Board	giving us useful opinions and recommendations on finance and CSR of the Company
	of Directors (Outside):	based on a wealth of knowledge and insight as a specialist in economics. We expect
	8 years	him to continue giving us useful advice and guidance. Consequently, we reappoint
	Attendance of the	him as a candidate for Member of the Board of Directors (Outside). Although he has
	not participated in corporate management other than as an outside director, we expect
	meetings of the Board	that he will duly perform his duties as a Member of the Board of Directors (Outside)
	of Directors: (17/17)	for the above-mentioned reasons.
		[Significant concurrent positions]
		Member of the Board of Directors (Outside) (Audit & Supervisory Committee
		member), Ahresty Corporation
		Professor Emeritus, Keio University
		Senior Advisor and Professor, Faculty of Economics, Tokyo International University

- 8 -

	Name				Number of
No.	Career summary, positions, and responsibilities at the Company		shares of the
(Date of birth)
				Company held
		April 1983	Joined Fuji Xerox Co., Ltd. (now FUJIFILM Business
			Innovation Corp.)
		April 2007	General Manager, Public Relations and Advertisement Dept.,
			Fuji Xerox Co., Ltd.
		April 2010	Senior Vice President, Fuji Xerox Advanced Technology Co.,
			Ltd. (now FUJIFILM Business Innovation Corp.)
		June 2011	Senior Vice President and Director, Fuji Xerox Advanced
			Technology Co., Ltd.
		June 2015	Executive Vice President, Fuji Xerox Information Systems Co.,
			Ltd. (now FUJIFILM Corporation)
	Masakazu Sakata	June 2017	President and Representative Director, Fuji Xerox Advanced
		Technology Co., Ltd. (now FUJIFILM Business Innovation
	(August 2, 1959)		Corp.)
		April 2019	Senior Adviser, Fuji Xerox Co., Ltd. (now FUJIFILM Business
	Male		Innovation Corp.)
		June 2020	Member of the Board of Directors (Outside) of the Company
	(Reappointment)		(current position)
	(Candidate for	June 2020	Audit & Supervisory Board Member (Outside), ULS Group,
	Member of the Board		Inc.
	of Directors	October 2020	Member of the Board of Directors (Outside), PLANET, INC.
5	(Outside))	June 2021	Member of the Board of Directors (Outside) (Audit &		600
(Candidate for		Supervisory Committee Member), ULS Group, Inc. (current
		(common stock)
	Independent Officer)		position)
		October 2022	Representative Director and President, President and Chief
	Term of office as a		Executive Officer, PLANET, INC. (current position)
	Member of the Board	[Reasons for proposing him as a candidate for Member of the Board of Directors
	of Directors (Outside):
	4 years	(Outside) and overview of expected roles]
		Since assuming office as Member of the Board of Directors (Outside) in 2020, he has
	Attendance of the	properly performed supervisory function in regard to business execution in areas of
	meetings of the Board	business renovation such as work style reforms that prioritize diversity in	the
	of Directors: (17/17)	Company, the promotion of IT efficiency, and productivity improvements in back-
		office operations based on broad knowledge and experience cultivated at Fuji Xerox
		Co., Ltd. We expect him to continue giving us useful advice and guidance.
		Consequently, we reappoint him as a candidate for Member of the Board of Directors
		(Outside).
		[Significant concurrent positions]
		Member of the Board of Directors (Outside) (Audit & Supervisory Committee
		Member), ULS Group, Inc.
		Representative Director and President, President and Chief Executive Officer,
		PLANET, INC.

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	Name				Number of
No.		Career summary, positions, and responsibilities at the Company	shares of the
(Date of birth)
				Company held
		October 1989	Joined Auditing Department, Aoyama Audit Corporation (now
				PricewaterhouseCoopers Japan LLC)
		February 1991	Joined Auditing Department, Chuo Audit Corporation
		November 1994	Established Sunaga CPA Firm; Representative (current position)
		November 1996	Established Marunouchi Business Consulting Ltd.;
				Representative Director and President (current position)
		January 2012	Established Marunouchi Business Consulting Tax Co.;
				Representative Partner (current position)
		June 2016	Audit & Supervisory Board Member (Outside),
				Matsumotokiyoshi Holdings Co., Ltd. (now MatsukiyoCocokara
				& Co.)
		June 2017	Established Marunouchi Audit Corporation; Senior Partner
				(current position)
		March 2019	Alternate Audit & Supervisory Board Member, Lion
	Akemi Sunaga			Corporation
	June 2020	Member of the Board of Directors (Outside) (Audit &
	(August 14, 1961)
			Supervisory Committee Member), USHIO INC. (current
	Female			position)
	June 2020	Member of the Board of Directors (Outside) (Audit and
	(Reappointment)			Supervisory Committee Member), YOMEISHU SEIZO CO.,
			LTD. (current position)
	(Candidate for
	June 2021	Audit & Supervisory Board Member (Outside), Prima Meat
	Member of the Board
	of Directors			Packers, Ltd. (current position)
	June 2022	Member of the Board of Directors (Outside) of the Company
	(Outside))	200
6			(current position)
(Candidate for
March 2023	Audit & Supervisory Board Member (Outside), Lion	(common stock)
	Independent Officer)
				Corporation (current position)
	Term of office as a	[Reasons for proposing her as a candidate for Member of the Board of Directors
	Member of the Board
	of Directors (Outside):	(Outside) and overview of expected roles]
	2 years	She possesses expert knowledge and a wealth of experience as a CPA and tax
	accountant, and serves as an Audit & Supervisory Board Member (Outside) and
	Attendance of the	Member	of the Board of Directors (Outside) (Audit & Supervisory Committee
	Member)	at other	companies. Based on such experience, she has appropriately
	meetings of the Board
	of Directors: (17/17)	performed her supervisory function at the Company as well. We expect her to continue
		giving us useful advice and guidance. Consequently, we reappoint her as a candidate
		for Member of the Board of Directors (Outside).
		[Significant concurrent positions]
		Representative, Sunaga CPA Firm
		Representative Director and President, Marunouchi Business Consulting Ltd.
		Representative Partner, Marunouchi Business Consulting Tax Co.
		Senior Partner, Marunouchi Audit Corporation
		Member of the Board of Directors (Outside) (Audit & Supervisory Committee
		Member), USHIO INC.
		Member of the Board of Directors (Outside) (Audit and Supervisory Committee
		Member), YOMEISHU SEIZO CO., LTD.
		Audit & Supervisory Board Member (Outside), Prima Meat Packers, Ltd.
		Audit & Supervisory Board Member (Outside), Lion Corporation

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