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 5, 2023 (Start date for electronic provision measures: May 26, 2023)

To Shareholders with Voting Rights:

Masao Ono

Representative Director,

President Executive Officer

KYB Corporation

2-4-1,Hamamatsu-cho,

Minato-ku, Tokyo

NOTICE OF

THE 101ST 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 101st 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

Regarding your attendance at the General Meeting of Shareholders, please make a careful decision after taking into account the situation with COVID-19 on the day of the meeting and your own physical condition.

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 Thursday, June 22, 2023 (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: Friday, June 23, 2023 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. The Business Report, Consolidated Financial Statements for the Company's

101st Fiscal Year (April 1, 2022 - March 31, 2023) and results of audits by the Accounting Auditor and the Audit & Supervisory Board of the Consolidated Financial Statements

2. Non-consolidated Financial Statements for the Company's 101st Fiscal Year

  • 1 -

(April 1, 2022 - March 31, 2023)

Proposals to be resolved:

Proposal 1: Appropriation of Surplus

Proposal 2: Partial Amendments to the Articles of Incorporation

Proposal 3: Election of Eight (8) Members of the Board of Directors

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 101ST 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.

Regarding the system for electronic provision of reference documents

for the General Meeting of Shareholders

A system for electronic provision of reference documents for the General Meeting of Shareholders has begun, but in order to avoid confusion among shareholders, we have delivered the reference documents for this General Meeting of Shareholders in writing as usual.

As of the next General Meeting of Shareholders, we may change our response in accordance with laws and regulations.

Shareholders who wish to continue to receive reference documents for the General Meeting of Shareholders in writing should complete the procedures for requesting delivery of documents with our shareholder registry administrator (Mizuho Trust & Banking) or their securities company, etc. by the record date of the next General Meeting of Shareholders.

- 2 -

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, 2023, future capital investment, and other factors, the Company proposes the payment of a year-end dividend of 130 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

130 yen per share of common stock of the Company

Total amount: 3,321,451,380 yen

3,739,726 yen per class A preferred share of the Company

Total amount: 467,465,750 yen

3.

Effective date of dividends of surplus

June 26, 2023

- 3 -

Proposal 2: Partial Amendments to the Articles of Incorporation

  1. Reasons for the proposal
    1. Returning to the origin of manufacturing that has been alive since the founding of the Company, we have adopted the name "Kayaba" after the name of our founder, Shiro Kayaba, as the Japanese common name of the Company, and as of April 1, 2022, the Japanese common name of the Company became "Kayaba Corporation" (カヤバ株式会社). In order to unify the Japanese official name (trade name) of the Company and the Japanese common name of the Company, Article 1 of the current Articles of Incorporation shall be amended to change the trade name of the Company from "KYB Corporation" (KYB 株式会社) to "Kayaba Corporation" (カヤバ株式会社) with the intention of marking a new start for the Company both in name and reality. The change of the trade name shall be implemented from October 1, 2023 according to the supplementary provisions, and the supplementary provisions shall be deleted from the Articles of Incorporation when the change to the provisions of the trade name comes into effect.
    2. In order to ensure flexibility in the operation of the General Meeting of Shareholders, we shall make necessary changes to Article 14 (Person with Right to Convene and Chairman) of the current Articles of Incorporation.
    3. We shall make necessary changes to Article 21 (Representative Directors and Directors with Titles) so that we may appoint Directors with titles as necessary to respond to the diversification of business.
  3. Content of the amendments

The content of the amendments is as follows:

(Underlined sections are amended.)

Current Articles of Incorporation

Proposed amendments

(Trade Name)

(Trade Name)

Article 1 The trade name of the Company shall be KYB

Article 1 The trade name of the Company shall be Kayaba

Corporation (KYB株式会社), and shall be written as KYB

Corporation (カヤバ株式会社), and shall be written as

Corporation in English.

KYB Corporation in English.

(Person with Rights to Convene and Chairman)

(Person with Rights to Convene and Chairman)

Article 14 General Meetings of Shareholders shall be

Article 14 General Meetings of Shareholders shall be

convened and chaired by the President based on a

convened and chaired by a Representative Director

resolution of the Board of Directors, unless otherwise

determined in advance by a resolution of the Board of

stipulated by laws and regulations.

Directors, unless otherwise stipulated by laws and

regulations.

(2) In the event that the Presidentis absent or gets into an

(2) In the event that the Representative Director set forth in

accident, another Director shall take over in accordance

the preceding paragraphis absent or gets into an accident,

with the order determined in advance by a resolution of the

another Director shall take over in accordance with the

Board of Directors.

order determined in advance by a resolution of the Board of

Directors.

(Representative Directors and Directors with Titles)

(Representative Directors and Directors with Titles)

Article 21 The Board of Directors shall elect

Article 21 The Board of Directors shall elect

Representative Directors by its resolution.

Representative Directors by its resolution.

(2) The Board of Directors may, by its resolution, appoint a

(2) The Board of Directors may, by its resolution, appoint

Chairman, a Vice Chairman, a President, and an Executive

Directors with titles.

Vice President.

(3) The President represents the Company. In addition, by

(Deleted)

resolution of the Board of Directors, a Director

representing the Company may be appointed from among

the Directors with titles set forth in the preceding

paragraph.

(Newly established)

(Supplementary provisions)

Article 1 The changes to the provisions of Article 1

(Trade Name) shall come into effect on October 1, 2023.

Article 2 These supplementary provisions shall be deleted

when the change to the provision of Article 1 (Trade

Name) pursuant to Article 1 of the supplementary

provisions comes into effect.

- 4 -

Proposal 3: Election of Eight (8) Members of the Board of Directors

The terms of office of all the ten (10) Members of the Board of Directors will expire at the conclusion of this General Meeting of Shareholders. Therefore, we propose the election of eight (8) 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

Yasusuke Nakajima

(Reappointment)

Representative Director,

100%

Chairman

(15/15)

2

Representative Director,

100%

Masao Ono

(Reappointment)

President Chief Executive

(15/15)

Officer (CEO)

100%

Member of the Board of

(11/11)

3

(After

Masahiro Kawase

(Reappointment)

Directors, Senior Managing

taking office

Executive Officer

on June 23,

2022)

4

Takashi Saito

(New appointment)

Senior Managing Executive

-

Officer

(Candidate for

Member of the Board

Member of the Board of

100%

5

Shuhei Shiozawa

(Reappointment)

of Directors

Directors (Outside)

(15/15)

(Outside))

(Independent Officer)

(Candidate for

Member of the Board

Member of the Board of

100%

6

Masakazu Sakata

(Reappointment)

of Directors

Directors (Outside)

(15/15)

(Outside))

(Independent Officer)

(Candidate for

100%

(11/11)

Member of the Board

Member of the Board of

(After

7

Akemi Sunaga

(Reappointment)

of Directors

Directors (Outside)

appointment

(Outside))

on June 23,

(Independent Officer)

2022)

(Candidate for

Member of the Board

8

Chizuko Tsuruta

(New appointment)

of Directors

-

-

(Outside))

(Independent Officer)

- 5 -

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Disclaimer

KYB Corporation published this content on 05 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 June 2023 08:47:12 UTC.