Weathernews : Notice of the 38th Annual General Meeting of Shareholders

Published July 23, 2024 at 9:22 a.m. UTC

Source: MarketScreener

These documents have been translated from Japanese originals for reference purposes only.

In the event of any discrepancy between these translated documents and the Japanese originals, the originals shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translations.

(Securities Code: 4825) August 2, 2024 Start date of measures for electronic provision: July 22, 2024

To Shareholders with Voting Rights:

Tomohiro Ishibashi

President and Representative Director

Weathernews Inc.

Makuhari Techno-Garden

1-3, Nakase, Mihama-ku,Chiba-city, Chiba

Prefecture, Japan

NOTICE OF

THE 38th ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

You are cordially informed that Weathernews Inc. (the "Company") will hold the 38th Annual General Meeting of Shareholders. The meeting will be held for the purposes described below.

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 following websites. Please access either of the websites to view the information.

The Company's website: https://jp.weathernews.com/irinfo/event/ (in Japanese)

Website for posted informational materials for the general meeting of shareholders: https://d.sokai.jp/4825/teiji/ (in Japanese)

Voting rights may be exercised electromagnetically via the Internet, etc., or in writing, in addition to attending the meeting in person. If you are unable to attend the meeting, please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:30 p.m. on Friday, August 16, 2024, Japan time.

1. Date and Time: Saturday, August 17, 2024, at 10:00 a.m. Japan time (Reception starts at 9:00 a.m.)

2.	Place:	2-1, Nakase, Mihama-ku,Chiba-city, Chiba Prefecture, Japan
		Convention Hall, 2F, Makuhari Messe International Conference Hall

3. Meeting Agenda:

Matters to be reported: The Business Report, the Consolidated Financial Statements and the

Non-consolidated Financial Statements for the Company's 38th Fiscal

Year (June 1, 2023 - May 31, 2024), as well as the results of audits of

Consolidated Financial Statements by the Accounting Auditor and the

Audit & Supervisory Board

Proposals to be resolved:

Proposal No. 1: Appropriation of Surplus

Proposal No. 2: Election of Six (6) Directors

4. Other Matters Regarding This Notice:

For this General Meeting of Shareholders, the Company is sending paper-based documents stating the matters subject to the electronic provision measures to all shareholders with voting rights, regardless of whether or not a request for paper-based documents has been made. Among the matters subject to measures for electronic provision, the following matters are not provided in the paper-based documents delivered to shareholders. The documents below include the documents audited by the Audit & Supervisory Board members and the Accounting Auditor when preparing the audit report and accounting audit report.
1. "Matters regarding share acquisition rights, etc.," "Accounting Auditor," "System to ensure the appropriateness of business," and "Basic Principles regarding the Control of the Company" of the Business Report
2. "Consolidated Statement of Changes in Net Assets" and "Notes to the Consolidated Financial Statements" of the consolidated financial statements (38th Fiscal Year)
3. "Non-consolidatedStatement of Changes in Net Assets" and "Notes to the Non-consolidated Financial Statements" of the non-consolidated financial statements (38th Fiscal Year)
If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of the matters before and after the revisions will be posted on the Company's website stated on the previous page and the website for posted informational materials for the general meeting of shareholders.

〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰

Shareholders who plan to attend the meeting in person are requested to respect the following items.
(1) When attending the meeting, please submit the Voting Rights Exercise Form at the reception desk on the day of the meeting for confirmation. In case of attending the meeting by proxy, designate another shareholder who has voting rights as a proxy at the meeting. Such a shareholder acting as a proxy is kindly requested to attend in person and submit your Voting Rights Exercise Form and the power of attorney at the reception desk.
(2) Note that only shareholders of the Company may enter the venue of the meeting. However, shareholders with physical disabilities may enter the venue accompanied by one aide. Seeing-eye dogs, hearing dogs, and service dogs, etc., may also enter the venue.
(3) When attending the meeting in person, you are kindly requested to assess your health before making a final judgment as to whether to attend.
The Company's website: https://jp.weathernews.com/irinfo/ (in Japanese)

Information on Advance Acceptance of Questions and Opinions

We will take questions and opinions from shareholders for the 38th Annual General Meeting of Shareholders in advance through our website. Any matters of high interest may be covered atthe meeting.

https://jp.weathernews.com/irinfo/event/38th-shareholder-meeting/ (in Japanese)

Submission deadline: 5:00 p.m. Friday, August 9, 2024

Information on Live Stream

The Company will stream the General Meeting of Shareholders live on the Internet so that shareholders can view the meeting at home. To protect the privacy of shareholders, the stream will only show the officers' seating area during the meeting. Also please note that shareholders viewing the stream will be unable to exercise their voting rights or ask questions via the Internet platform.

1.	Date and streaming	Saturday, August 17, 2024, from 10:00 a.m. Japan time to the
	schedule	conclusion of the meeting
2.	Accessing the	Please access the URL given in 3. below and enter your "Shareholder
	stream	ID" and "Password" from the login screen.
3.	Streaming website	https://www.virtual-sr.jp/users/weathernews/login.aspx (in Japanese)
		Please check the notice of convocation for your login ID and
		password.

[Note]

Please be noted that a communication failure could potentially occur in the form of a temporary disruption or suspension of live streaming video or audio, depending on your device environment (i.e., functions and performance), internet connection environment, or other factors. Please be noted in advance that if this occurs, the meeting might continue only with the shareholders present at the venue, without waiting for the communication failure to be resolved.

Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal No. 1: Appropriation of Surplus

The Company desires to gain greater support from stakeholders who sympathize with the corporate dream "Saving the lives of sailors. Saving the future of our planet too." and the projects oriented toward that dream, and intends to expand the number of shareholder supporters in the mid to long term.

The Company distributes profit based on one of its general management principles of "high contribution, high profit, high sharing." While prioritizing strategic business investments that promote mid- to long-term business, the Company determines dividends by comprehensively taking into consideration the optimal level of shareholders' equity, the investing environment, and profits as long-term stable dividends. Furthermore, the Company will additionally consider matters such as flexible shareholder returns by taking into consideration long-term, stable dividends in addition to the business environment, capital efficiency, stock price levels, and other factors.

Regarding the dividends for the fiscal year ended May 31, 2024, we will pay an annual ordinary dividend of ¥120 per share. Because we already paid an interim dividend of ¥60 per share in January for the year under review, we will provide ¥60 per share as a year-end dividend as described below.

Matters concerning the year-end dividends

Type of property dividends
Matters concerning the distribution of property dividends to shareholders and the total amount thereof

(3) Effective date of the dividends from surplus

Cash

¥60 per share of common stock of the Company Total amount: ¥662,696,940

August 19, 2024

Proposal No. 2: Election of Six (6) Directors

The Company's Articles of Incorporation provide that the term of office for Directors be one year. This is intended to clarify the Directors' responsibility for achieving the performance targets of each fiscal year and confirm shareholders' confidence in Directors for each fiscal year. According to the provisions of said Articles of Incorporation, the term of office of six (6) Directors of the Company will expire at the conclusion of this General Meeting of Shareholders. Accordingly, we propose the election of six (6) Directors.

The candidates for the position of Director are as follows:

			Current positions at the	Number of Board
No.		Name	of Directors'
	Company
			meetings attended

1	[Reappointed]	Chihito Kusabiraki	Representative Director, Chair	13 out of 13
			President and Representative
2	[Reappointed]	Tomohiro Ishibashi	Director	13 out of 13
			President and Executive Officer
3	[Reappointed]	Masanori Yoshitake	Director	13 out of 13
Executive Officer

	[Reappointed]
4	[External]	Shigeru Muraki	Director (External)	13 out of 13
	[Independent]
	[Reappointed]
5	[External]	Yukihiro Akimoto	Director (External)	13 out of 13
	[Independent]
				13 out of 13
	[Reappointed]			Of which 2 were
			attended as Audit
6	[External]	Izumi Hayashi	Director (External)
& Supervisory
	[Independent]
			Board Member

(External)

Reference

Shown below are the expertise and experience of the candidates for the position of Director.

	Corporate	Finance/	Legal affairs/	Business	Innovation/	Personnel/	Global
	Risk	strategy/	Sustainability
	management	Accounting	DX	Organization	business
	management	Marketing
Chihito	○			○		○		○
Kusabiraki

Tomohiro	○			○	○		○	○
Ishibashi

Masanori		○	○			○
Yoshitake

Shigeru	○			○		○	○	○
Muraki

Yukihiro	○			○	○	○	○
Akimoto

Izumi			○		○	○		○
Hayashi

The information shown above is not intended to represent all of the expertise and knowledge of the candidates for the position of Directors.

Reference

[Reason for selecting each item in the skill matrix]

Skill item	Reason for selection
	Knowledge, experience, and achievements regarding corporate management as a whole are
Corporate management	necessary in order to formulate and implement a continuous growth strategy in the mid to
	long term in the significantly changing business environment.
	Knowledge and experience in the fields of finance and accounting are necessary in order
Finance/ Accounting	not only to prepare accurate financial reports, but also to build a solid financial foundation,
promote growth investments for the continuous improvement of corporate value, and

	formulate financial strategies to realize the reinforcement of shareholder returns.
	Knowledge of and experience in legal affairs and risk management are necessary in order
Legal affairs/ Risk	to maintain a corporate governance system that implements continuous growth and mid- to
management	long- term improvements in corporate value, and to build a risk management system that
	makes global project development, etc., possible.
	As the Company stipulates scaling its business in the fifth growth period, knowledge and
Business strategy/	experience regarding marketing activities and sales strategies that accurately ascertain
Marketing	changes in the business environment and in customer needs are necessary in order to strive
	for continuous growth and improvement of corporate value.
	Based on the "Challenge to Innovative Service" prescribed in the Company's Corporate
	Philosophy, knowledge and experience in innovation and DX are necessary in order to
Innovation/ DX	achieve the establishment of an AI operation model, which is an important measure in the
	mid-term management plan, and to promote digital transformation (DX) and improve
	productivity by developing IT infrastructure, etc.
	Knowledge and experience in personnel and organization including diversity are necessary,
Personnel/	as it is essential to create an environment where diverse human resources can demonstrate
their respective strengths and work proactively, and to develop human resources who
Organization
support the growth to do so, in order to strive for continuous growth and improvement of

	corporate value.
	Core members with overseas experience are necessary in order to build the global business
Global business	structure stipulated in the mid-term management plan and expand the overseas domain and
scope of the Group's business, taking into account the scaling of business in the fifth

	growth period.
	Knowledge and experience in the field of sustainability (particularly related to climate
Sustainability	change) are necessary in order to advance efforts to achieve the dream of "Saving the lives
of sailors. Saving the future of our planet too." and to achieve the contribution to a

	sustainable global environment prescribed in the mid-term management plan.

Candidate No.

Reappointed

Chihito Kusabiraki	Date of birth	Number of shares of the Company held
March 18, 1965	82,891

Past experience, positions and responsibilities (Significant concurrent positions)

April 1987	Joined the Company
April 1993	General Manager, CSS Business Department, Marketing Division
June 1993	General Manager, Aviation Business Department, Marketing Headquarters
June 1996	General Manager, Disaster Prevention/Aviation Business Division
August 1996	Director
August 1997	Managing Director
August 1999	Executive Vice President and Representative Director
September 2006	President and Representative Director (in charge of overall management and sales in Asia,
	Europe, and the United States)
August 2016	President and Representative Director (Chief Executive Officer)
July 2021	President and Representative Director, and President and Executive Officer (Chief Executive
	Officer)
June 2024	Representative Director, Chair (to present)

Significant concurrent position

Council Member of Administrative Council, Chiba University

Reason for nominating the candidate for Director

Mr. Chihito Kusabiraki has outstanding insight and achievements in the fields of disaster prevention and aviation business in which he has been engaged since joining the Company. He also has excellent managerial skills developed through his experience, particularly his experience serving as the General Manager of the Disaster Prevention/Aviation Business Division, combined with personal qualities that are suitable for the corporate manager of the Company. Based on the aforementioned, he has assumed office as President and Representative Director since 2006 and Representative Director and Chair since 2024, and we have reelected him as a candidate for Director.

The number of years in office as Director (as of the conclusion of this General Meeting of Shareholders): 28 years

Candidate No.

Reappointed

Tomohiro Ishibashi	Date of birth	Number of shares of the Company held
March 28, 1975	169,801

Past experience, positions and responsibilities (Significant concurrent positions)

April 1998	Joined Hewlett-Packard Japan, Ltd.
October 2000	Joined the Company
August 2003	MOBILE Service Group Leader
December 2006	Director, WITH STATION Inc.
November 2007	Representative Director, WITH STATION Inc.
August 2008	Director of the Company (in charge of overall BtoS business)
May 2012	Director (in charge of sales in the United States)
May 2014	Director (in charge of BtoS business sales)
August 2016	Executive Officer (in charge of Mobile/Internet Planning)
June 2020	Executive Officer (in charge of Public Relations)
August 2020	Managing Director
July 2021	Director and Managing Officer
July 2022	Director and Senior Managing Officer
June 2023	Director and Executive Vice President
June 2024	President and Representative Director, and President and Executive Officer (Chief Executive
	Officer) (to present)

Reason for nominating the candidate for Director

Mr. Tomohiro Ishibashi has outstanding insight and achievements in the BtoS business, in which he has been engaged since joining the Company. He also has excellent managerial skills developed through his experience in global business, particularly his experience in sales in the United States, combined with personal qualities that are suitable for the corporate manager of the Company. Accordingly, we have reelected him as a candidate for Director. The number of years in office as Director (as of the conclusion of this General Meeting of Shareholders): 12 years in total

Candidate No.

Reappointed

Masanori Yoshitake	Date of birth	Number of shares of the Company held
October 14, 1972	19,586

Past experience, positions and responsibilities (Significant concurrent positions)

July 1996	Joined the Company
June 2004	General Manager, Fukuoka Branch
December 2006	Leader, Station Sales Division of WITH STATION Inc.
June 2011	Group Leader, General Affairs Department of the Company
August 2014	Director (in charge of general affairs)
August 2015	Director (in charge of overall accounting, financial, and general affairs)
August 2016	Managing Director (Chief Financial Officer)
August 2017	Director and Managing Officer (Chief Financial Officer)
June 2019	Director and Managing Officer
August 2019	Managing Director
June 2024	Director and Executive Officer (to present)

Reason for nominating the candidate for Director

Mr. Masanori Yoshitake has outstanding insight and achievements in the field of general affairs in which he has been engaged since joining the Company. He also has excellent managerial skills developed through his experience, particularly his experience serving as the Group Leader of the General Affairs Department and of being in charge of overall accounting, financial, and general affairs, combined with personal qualities that are suitable for taking on a share of the duties of managing the Company. Based on the aforementioned, we have reelected him as a candidate for Director.

The number of years in office as Director (as of the conclusion of this General Meeting of Shareholders): 10 years

Candidate No.	Shigeru Muraki	Date of birth	Number of shares of the Company held
4
August 29, 1949	1,000

Reappointed

External

Independent

Past experience, positions and responsibilities (Significant concurrent positions)

July 1972	Joined Tokyo Gas Co., Ltd.
June 1996	Manager of Resource Research and Development Group, Gas Resources Dept., Tokyo Gas Co.,
	Ltd.
June 2000	General Manager of Gas Resources Dept., Tokyo Gas Co., Ltd.
June 2002	Executive Officer and General Manager of Gas Resources Dept. of Strategic Planning Div.,
	Tokyo Gas Co., Ltd.

April 2004	Senior Executive Officer and Chief Executive of R&D Div., Tokyo Gas Co., Ltd.
April 2007	Senior Executive Officer, Chief Executive of Energy Solution Div., Tokyo Gas Co., Ltd.
June 2007	Director, Senior Executive Officer, Chief Executive of Energy Solution Div., Tokyo Gas Co.,
	Ltd.
April 2010	Representative Director and Executive Vice President, Tokyo Gas Co., Ltd.
April 2014	Director and Vice Chairman, Tokyo Gas Co., Ltd.
June 2015	Executive Adviser, Tokyo Gas Co., Ltd.
August 2018	Director (External) of the Company (to present)
July 2023	Senior Adviser (Shayuu), Tokyo Gas Co., Ltd. (to present)

Significant concurrent position

President (part-time), Clean Fuel Ammonia Association

Outside Director, WORLD TRADE CENTER BUILDING, INC.

Trustee (part-time), Planning and Design Center for Greener Ships

Reason for nominating the candidate for Director (External) and overview of expected roles

Mr. Shigeru Muraki possesses deep insight and supervisory capabilities developed over many years as a corporate manager. Since his election as Director at the 32nd Annual General Meeting of Shareholders held on August 11, 2018, he has furnished sound advice regarding management of the Company and performed a supervisory function from a standpoint of independence. Accordingly, we have reelected him as a candidate for Director (External). We expect him to contribute to, among other things, the decision-making of the Board of Directors from diverse points of view, improvement of supervising functions over the management and ensuring managerial transparency by expressing opinions at the Board of Directors' meetings from an independent standpoint based on his deep insight and abundant experience.

The number of years in office as Director (External) (as of the conclusion of this General Meeting of Shareholders): 6 years