Yokohama Rubber : NOTICE OF THE 147TH 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 damages arising from the translation.

(Stock Exchange Code 5101) March 15, 2023 (Measures for electronic provision have commenced on March 8, 2023)

To Shareholders with Voting Rights:

Masataka Yamaishi

President, Chairman of the Board

The Yokohama Rubber Co., Ltd.

36-11, Shimbashi 5-chome,

Minato-ku, Tokyo

NOTICE OF

THE 147TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

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

We are pleased to notify you that the 147th Ordinary General Meeting of Shareholders of The Yokohama Rubber Co., Ltd. (the "Company") will be held for the purposes described below.

We have taken the measures for electronic provision of materials for this General Meeting of Shareholders and, pursuant to the provisions of Article 325-3 of the Companies Act, have disclosed the matters subject to measures for electronic provision on the Company's website on the internet. Please access the website at the following link to confirm those matters.

Company website: https://www.y-yokohama.com/global/ir/information/notify/

[QR Code]

In addition to the Company's website, the matters subject to measures for electronic provision are also disclosed on the website of the Tokyo Stock Exchange. If you are unable to view the matters subject to measures for electronic provision on the Company's website, please access the Tokyo Stock Exchange website (Listed Company Search) at the following link, enter the issue name (company name) or code and click on "Search." Select "Basic information" and "Documents for public inspection/PR information" to view the information under the "Notice of General Shareholders Meeting."

Tokyo Stock Exchange website (Listed Company Search):	[QR Code]
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

In order to prevent the spread of COVID-19, for this General Meeting of Shareholders, we kindly ask you to exercise your voting rights in advance in writing or via the Internet, etc. as much as possible, and to refrain from attending the meeting on the day, regardless of your health condition.

In addition, from the perspective of reducing the risk of the spread of infection and ensuring the Company's business continuity, the Company may only allow certain Members of the Board and Audit & Supervisory Board Members of the Company to attend the General Meeting of Shareholders, regardless of their health conditions on the day of the meeting.

Please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 6:00 p.m. on Wednesday, March 29, 2023, Japan time, as per "4. Guidance on the Exercise of Voting Rights" below.

1. Date and Time: Thursday, March 30, 2023, at 10 a.m., Japan time (Reception starts at 9 a.m.)

2. Place:	3rd Floor Hall, New Dining Hall Building, Hiratsuka Factory, the Company
	2-1 Oiwake, Hiratsuka City, Kanagawa Prefecture
	The venue for this year's General Meeting of Shareholders differs from last year's location.
	If attending, please refer to the General Meeting of Shareholders venue map on the back cover
	of this notice and be careful not to go to the wrong location.
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No souvenirs will be provided to shareholders attending the General Meeting of Shareholders. Your understanding would be much appreciated.

3. Meeting Agenda:

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

147th Fiscal Year (January 1, 2022-December 31, 2022) 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 147th Fiscal Year (January 1, 2022-December 31, 2022)

Proposals to be resolved: (Please see the Reference Documents for the General Meeting of Shareholders from page 4.)

Proposal 1: Appropriation of Surplus

Proposal 2: Partial Amendments to the Articles of Incorporation

Proposal 3: Election of Eleven (11) Members of the Board (excluding Members of the Board who are Members of the Audit & Supervisory Committee)

Proposal 4: Election of Five (5) Members of the Board who are Members of the Audit & Supervisory Committee

Proposal 5: Election of One (1) Substitute Member of the Board who is a Member of the Audit & Supervisory Committee

Proposal 6: Determination of Amount of Compensation, etc. for Members of the Board (excluding Members of the Board who are Members of the Audit & Supervisory Committee)

Proposal 7: Determination of Amount of Compensation, etc. for Members of the Board who are Members of the Audit & Supervisory Committee

Proposal 8: Determination of Compensation for the Allotment of Restricted Stock to Members of the Board (excluding Outside Members of the Board and Members of the Board who are Members of the Audit & Supervisory Committee)

4. Guidance on the Exercise of Voting Rights

1. If you exercise your voting rights in writing:
   Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form, and return it to us so that it arrives by 6:00 p.m. on Wednesday, March 29, 2023, Japan time.
2. If you exercise your voting rights via the Internet:
   Please read the Guidance on the Exercise of Voting Rights via the Internet (Japanese only), and cast your vote by 6:00 p.m. on Wednesday, March 29, 2023, Japan time.
3. If you exercise your voting rights both in writing and via the Internet, only the vote cast through the Internet shall be deemed valid. If you cast a vote more than once through the Internet or other means, only the last vote shall be deemed valid.
4. If there is no indication of a vote for or against the proposals on the Voting Rights Exercise Form, it will be treated as an indication of a vote for the proposals.

• When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
• The operating staff of the General Meeting of Shareholders will check their health condition, including temperature measurement, and will be at the meeting wearing masks.
• Please note that the number of questions from shareholders may be limited in order to ensure smooth proceedings.
• Among the matters to be included in the paper copies that describe the matters subject to measures for electronic provision, the following matters are disclosed on the Company's website (https://www.y- yokohama.com/global/ir/information/notify/) pursuant to laws and regulations and Article 19 of the Company's Articles of Incorporation, and are therefore not included in the paper copies delivered to the shareholders who have requested delivery of paper copies. Accordingly, the contents included in the paper copies that describe the matters subject to measures for electronic provision form part of the Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements that were audited by the Audit & Supervisory Board Members in the preparation of their Audit Report and of the Consolidated Financial Statements and Non-Consolidated Financial Statements audited by the Accounting Auditor in the preparation of the Accounting Auditor's Report.
• 1. Consolidated Statement of Changes in Equity and Notes to Consolidated Financial Statements in the Consolidated Financial Statements
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• 1. Non-ConsolidatedStatement of Changes in Net Assets and Notes to Non-Consolidated Financial Statements in the Non-Consolidated Financial Statements
• Please be aware that the page numbers, paragraph numbers and reference page numbers stated in the paper copies sent are identical to those in the matters subject to measures for electronic provision, and therefore there are some gaps in the page numbers.
• Should circumstances occur that require the revision of the matters subject to measures for electronic provision, this fact, along with the matters prior to revision and after revision, will be posted on the Company's website and the Tokyo Stock Exchange website.
• The reason for the change of venue for this General Meeting of Shareholders from last year's location was the relocation and consolidation of headquarters functions from Minato-ku in Tokyo to the Company's Hiratsuka Factory in Hiratsuka City, Kanagawa Prefecture for the purpose of improving operational efficiency and work style reform through the consolidation of functions.

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal 1: Appropriation of Surplus

The Company's basic dividend policy is to continue the stable payment of dividends, while ensuring the internal reserves necessary for future development of business operations and reinforcement of management structure.

Regarding the year-end dividend for the fiscal year under review, we would like to propose the following, based on the recent business situation and various circumstances.

Details of the year-end dividend

1. Type of dividend property: Cash
2. Matters concerning the allotment of dividend property to shareholders and the total amount thereof:
   ¥33 per share of common stock of the Company Total cash dividends of ¥5,303,029,050
3. Effective date of dividend of surplus: March 31, 2023

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Proposal 2: Partial Amendments to the Articles of Incorporation

1. Reasons for amendments

1. The Company moved and consolidated its headquarters functions from Minato-ku, Tokyo to Hiratsuka Factory in Hiratsuka City, Kanagawa Prefecture, for the purpose of improving operational efficiency and work style reform through the consolidation of functions. In line with this, the Company intends to change the location of the head office of the Company provided in Article 3 of the current Articles of Incorporation from Minato-ku in Tokyo to Hiratsuka City in Kanagawa Prefecture.
2. The Company wishes to transition from a Company with an Audit & Supervisory Board to a Company with an Audit & Supervisory Committee because, by making the Members of the Audit & Supervisory Committee, who are responsible for the auditing, etc. of the execution of duties by the Members of the Board, voting members of the Board of Directors, the Company aims to strengthen the supervisory functions of the Board of Directors and, through the further strengthening of the monitoring structure, it aims to further enhance the corporate governance. In addition, by enabling the Board of Directors to broadly delegate decision-making authority for business execution to the Members of the Board, the Company aims to expedite management decision-making and further improve corporate value. As such, the Articles of Incorporation shall be amended, including the establishment of a new provision concerning Members of the Board who are Members of the Audit & Supervisory Committee and the Audit & Supervisory Committee and the deletion, etc. or provisions concerning Audit & Supervisory Board Members and the Audit & Supervisory Board, as required for the transition to a Company with an Audit & Supervisory Committee.
3. With the objective of continuing to invite effective personnel as Members of the Board, Article 29, Paragraph 2 of the current Articles of Incorporation shall be amended as per the proposed Article 29, Paragraph 2 to enable the Company to execute an agreement to limit liability with Members of the Board other than executive Members of the Board, etc. The consent of the individual Audit & Supervisory Board Members has been obtained for this amendment.
4. To enable capital and dividend policies to be carried out in a flexible manner, a new Article 34 shall be established in the Articles of Incorporation to the effect that the distribution of surplus, etc. may be conducted by resolution of the Board of Directors.
5. In line with the above amendments, wording adjustments and other necessary amendments shall be made to the current Articles of Incorporation.

1. Details of amendments

The details of the amendments are as follows.

The amendments to the Articles of Incorporation pertaining to this proposal will come into effect at the conclusion of this General Meeting of Shareholders.

		(Underlined parts are amended.)
Current Articles of Incorporation	Proposed Amendments
Article 1 to 2	(Omitted)	Article 1 to 2 (Same as at present)
(Location of Head Office)	(Location of Head Office)
Article 3 The Company shall locate its head office	Article 3 The Company shall locate its head office
in Minato-ku,Tokyo.	in Hiratsuka City, Kanagawa Prefecture.
(Organs)		(Organs)
Article 4 The Company shall establish the	Article 4 The Company shall establish the
following organs, in addition to General	following organs, in addition to General
Meetings of Shareholders and Member of	Meetings of Shareholders and Member of
the Board:	the Board:
(1)	Board of Directors	(1) Board of Directors
(2)	Audit & Supervisory Board Member	(2) Audit & Supervisory Committee
(3)	Audit & Supervisory Board
(4)	Accounting Auditors	(3)Accounting Auditors
Article 5 to 7	(Omitted)	Article 5 to 7 (Same as at present)
(Acquisition by Company of its Own Shares)
Article 8 In accordance with the provisions of
Article 165, paragraph 2 of the Company
Law, the Company may acquire its own
shares by resolution of the Board of
Directors.

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