On May 25, 2024, With us Corporation reported in its press release that it had received a shareholder proposal from Global ESG Strategy for its 48th Ordinary General Meeting of Shareholders. The proposal are as follows, 1 Deletion of Article 38 of the Articles of Incorporation (the decision-making body for dividends of surplus, etc.), 2. Appropriation of surplus funds,3. Partial amendment to the articles of incorporation (dividend policy for surplus), 4. Partial amendment to the articles of incorporation (restrictions on the appointment of directors of consolidated subsidiaries), 5. Partial amendments to the articles of incorporation (directors and managers with experience as directors or executives of other companies in the same industry), 6. Partial amendment to the articles of incorporation (regarding criteria for selection of directors), 7. Partial amendments to the articles of incorporation (regarding directors' meetings with shareholders), 8. Abolition of takeover defense measures, 9. Deletion of Article 18 of the Articles of Incorporation (Regarding the deletion of articles such as the introduction of takeover defense measures), 10. Partial amendment to the articles of incorporation (applicability of takeover defense measures to persons related to the founder), the board of directors opposes all shareholder proposal for the following reasons, (1) It is important for the company that dividends from surplus are a matter of high-level management judgment and should be decided at the board of directors meeting rather than at the general meeting of shareholders.

The company believe that this will be useful for increasing corporate value. (2) The company mentions that 2nd proposal calls for the disposal of surplus with a dividend payout ratio of 150%, which is contrary to the Company's basic policy for shareholder returns, also, Considering the highly public nature of business, it is necessary to build a strong financial base for ensure business continuity even in the event of unforeseen circumstances. (3) the 3rd proposal requests that the articles of incorporation stipulate the excessive level of dividends from surplus will continue until fiscal 2025, and it completely disregards the Company's prospects for future growth investments, etc.

This could potentially damage the financial base of the company. (4). For the proposal 4th ,5th & 6th the Representative Directors, have engaged in activities that contributed to improving the corporate value of our group from a medium- to long-term perspective while keeping an eye on changes in the environment surrounding the education industry, there are no circumstances that would trigger a risk, Therefore, there is no situation where criticism from the activist that there is a risk of litigation is warranted.

(5) For proposal 7th the company mentions that the opinions from shareholders and investors are regularly reported to the Board of Directors, company also has responded appropriately to requests for interviews, (6) for 9th proposal, company mentions that the Article 18 stipulates the necessary matters to reflect the wishes of the shareholders regarding the introduction of takeover defense measures, company believe that it is inappropriate to delete these.