Notice of the 12th Ordinary General Meeting of Shareholders

Dear shareholders:

(Securities Code: 5741)

May 30, 2025

Start date of measures for electronic provision: May 23, 2025

Shinji Tanaka

Representative Director, President

1-7-2 Otemachi, Chiyoda-ku, Tokyo

In convening this General Meeting of Shareholders, the Company has taken measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (matters for which measures for providing information in electronic format are to be taken) in electronic format, and has posted the information on the Company website shown below. Please view the information.

The Company's website: https://www.uacj.co.jp/ir/library/annualmeeting.htm (in Japanese)

In addition to posting items subject to measures for electronic provision on the website above, the Company also posts this information on the website of the Tokyo Stock Exchange (TSE). Access the following TSE website (Listed Company Search), enter "UACJ" in "Issue name (company name)" or the Company's securities code "5741" in "Code," and click "Search." Then, click "Basic information" and select "Documents for public inspection/PR information." Under "Filed information available for public inspection," click "Click here for access" under "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting]."

TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

1. Date and Time: Friday, June 20, 2025, at 10:00 a.m. (JST) (Reception begins at 9:00 a.m.)
2. Venue: 3rd Floor, Tokyo Sankei Building (Rooms 301-303, Otemachi Sankei Plaza) 1-7-2 Otemachi, Chiyoda-ku, Tokyo
3. Purpose of the Meeting Matters to be reported:

   1. Reports on Business Report, Consolidated Financial Statements, and Report on Audit Results of Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board for the 12th fiscal term (from April 1, 2024 to March 31, 2025)

   2. Reports on Non-consolidated Financial Statements for the 12th fiscal term (from April 1, 2024 to March 31, 2025)

      Matters to be resolved: Proposal No. 1 Dividends of Surplus Proposal No. 2 Amendment to the Articles of Incorporation Proposal No. 3 Election of Ten (10) Directors Proposal No. 4 Election of One (1) Audit & Supervisory Board Member Proposal No. 5 Revision of Amount of Remuneration for Directors Proposal No. 6 Revision of Medium- to Long-Term Share-Based Remuneration Plan for Directors Proposal No. 7 Revision of Amount of Remuneration for Audit & Supervisory Board Members
4. Matter to be Determined Upon Convocation (Matters Related to the Exercise of Voting Rights)

・If you attend the meeting in person, you are kindly requested to submit the voting form that was sent together with the notice for this convocation at the reception desk.

・If you opt not to attend the meeting in person, you may exercise your voting rights via the internet, or by mail

using the voting form. Please review the "Reference Documents for the General Meeting of Shareholders" and make sure that your votes are submitted no later than 5:45 p.m. on Thursday, June 19, 2025 (JST).

・When exercising voting rights by mail using the voting form, if a vote for or against a proposal is not indicated

on the voting form, it will be considered an indication of approval.

・If you exercise your voting rights redundantly by voting via the internet and by mailing of the voting form, the vote via the internet will be counted as the valid vote. If you vote via the internet multiple times, the last vote will be counted as the valid vote.

• Among the items subject to measures for electronic provision, the following items are not included in the documents delivered to shareholders who have requested physical document delivery pursuant to the provisions of applicable laws and regulations and the Company's Articles of Incorporation. Notably, the Audit & Supervisory Board Members and the accounting auditor have audited documents that include the following items:

  1. "System for Ensuring the Propriety of the Business Activities and Status of the Operation of the System" in the Business Report.

  2. "Consolidated Statement of Changes in Equity" and "Notes to Consolidated Financial Statements" in the Consolidated Financial Statements.

  3. "Statement of Changes in Shareholders' Equity" and "Notes to Non-Consolidated Financial Statements" in the Non-consolidated Financial Statements.

• If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items before and after the revisions will be posted on the above Company website and the TSE website.

• The Company delivers documents containing excerpts from the reference documents for the General Meeting of Shareholders and the Business Report. Shareholders who wish to receive, from the next occasion onward, documents containing items subject to electronic provision (excluding matters not included in the delivered documents) in written form are requested to complete the necessary procedures by the record date for the Ordinary General Meeting of Shareholders (March 31 each year).

The Company regards paying dividends to be an important measure for returning profits to shareholders; therefore, our basic policy is to pay stable dividends on an ongoing basis. In implementing that, we determine dividend amounts by comprehensively accounting for many factors, including the inventory effects and other trends in performance, investments to improve corporate value, and reinforcing the Company's financial standing.

From the perspective of achieving stable dividend distribution in light of the performance trends, performance forecasts for the next fiscal term and financial condition, the Company proposes to pay ¥80 per share as a year-end dividend for this fiscal term. Given the interim dividend of ¥70 per share, this brings the annual dividend to ¥150 per share.

Matters related to the year-end dividends

1. Type of dividend property Cash

2. Matters concerning the allotment of dividend property to shareholders and total amount thereof

   ¥80 per common share of the Company Total payment: ¥3,620,689,040

3. Effective date of dividends of surplus June 23, 2025

1. Reasons for the proposal

   The Company will relocate its head office to enhance communication and productivity and create an office environment of "well-being." Accordingly, the location of the head office stipulated in Article 3 of the current Articles of Incorporation (Head Office) shall be changed from Chiyoda-ku, Tokyo to Minato-ku, Tokyo. The amendments shall become effective as of the date of the head office relocation determined by the Board of Directors meeting to be hosted by March 31, 2026, and supplementary provisions have been established to clearly state this. Furthermore, the supplementary provisions are to be deleted after the effective date of the head office relocation.

2. Details of the amendments

Details of the amendments are as follows.

(The underlined parts indicate the amended text.)

[Reference] Skills Matrix

The Company appoints candidates for Directors and Audit & Supervisory Board Members based on the following appointment criteria and procedure.

Criteria and Procedure for the Appointment of Directors and Audit & Supervisory Board Members

1. Candidates for the Company's Directors are nominated by the Nomination and Remuneration Advisory Committee according to the following criteria and then proposed by the Committee to the Board of Directors for its discussion and decision-making.

   1. Possess a mature personality and qualities to gain respect and trust of others.

   2. Possess a revolutionizing power to create and promote changes, and the ability to make bold decisions from a wide perspective.

   3. Possess a driving force to present clear visions of the Company and utilize a multiplicity of talents to mobilize others, and the ability to carry through and deliver results under any circumstances.

   4. Candidates for outside Directors must meet the standards for independence set by the Company, and there must be no risk of a conflict of interest with general shareholders.

2. Candidates for the Company's Audit & Supervisory Board Members are nominated by the Nomination and Remuneration Advisory Committee according to the following criteria and then, after obtaining the approval of the Audit & Supervisory Board, proposed by the Committee to the Board of Directors for its discussion and decision-making.

   1. Possess a mature personality and qualities to gain respect and trust of others.

   2. Possess the knowledge and experience to perform accurate and fair audits on the directors' execution of duties.

   3. Possess deep insight, extensive knowledge and experience in specialized fields such as corporate management, finance and accounting, legal and governance, and risk management.

   4. Candidates for outside Audit & Supervisory Board Members must meet the standards for independence set by the Company, and there must be no risk of a conflict of interest with general shareholders.

Standards for independence set by the Company: https://www.uacj.co.jp/sustainability/management/pdf/independence.pdf (in Japanese)

The members and expertise of the Board of Directors of the Company are as follows.

1. "UACJ VISION 2030" and the Fourth Mid-Term Management Plan

   The Company has developed "UACJ VISION 2030" that depicts its vision for 2030, and is making efforts to realize it. To expand growth and value creation and strengthen the character of the organization toward achieving "UACJ VISION 2030" based on the foundation established during the Third Mid-Term Management Plan, the Company has set up the following three (3) major policies of the Fourth Mid-Term Management Plan (from fiscal 2024 to fiscal 2027).

   Maximize revenue and improve profitability through increased value creation Strengthen our agile and flexible structure

   Strengthen foundations supporting value creation and stable business operations

2. The Company's Skills Matrix

To realize the Company's vision, discussions have been held in meetings of the Nomination and Remuneration Advisory Committee and the Board of Directors on the skills (knowledge, experience, and capability) that the Board of Directors should possess, and the following nine (9) skill fields were selected.