Yokogawa Electric : Notice of 2024 Annual General Meeting of Shareholders

The following is an English translation prepared for the convenience of shareholders and investors. The official text in the Japanese version of this notice has been prepared in accordance with statutory provisions and mailed to the respective shareholders separately. Should there be any inconsistency in the contents of the translation and the official version, the latter shall prevail. The Company accepts no liability for any misunderstanding caused by the translation.

To All Shareholders:

Securities code: 6841

Date of sending by postal mail: May 27, 2024

Start date of measures for electronic provision: May 22, 2024

Yokogawa Electric Corporation

2-9-32 Nakacho, Musashino-shi, Tokyo

Notice of 2024 Annual General Meeting of Shareholders

Dear Shareholder:

Yokogawa Electric Corporation (hereinafter the Company) hereby announces that the 2024 Annual General Meeting of Shareholders will be held as per the schedule below.

If you are unable to attend the meeting in person, you can exercise your voting rights in advance by mail, via the Internet. Please review the attached Reference Materials for General Meeting of Shareholders concerning the exercise of your shareholder voting rights and submit your vote using one of the methods outlined below no later than 5:00 p.m. on Monday, June 17, 2024, Japan time.

Sincerely,

Hitoshi Nara

President and CEO

1. Time & Date: 10:00 a.m. (Japan time), Tuesday, June 18, 2024
2. Place: Conference Hall, Yokogawa Head Office, 2-9-32Nakacho, Musashino-shi,Tokyo
3. Meeting Agenda:

Items to be reported

1. Business report, consolidated financial statements, and a report on the audit of the consolidated accounts by the Accounting Auditors and the Audit & Supervisory Board for fiscal year 2023 (April 1, 2023 to March 31, 2024)
2. Non-consolidatedfinancial statements for fiscal year 2023 (April 1, 2023 to March 31, 2024)

Items to be resolved

Item 1: Disposition of Surplus

Item 2: Amendment of the Articles of Incorporation

Item 3: Election of Eleven (11) Directors

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[Vote by mail]

Indicate "for" or "against" for each agenda item shown on the voting form sent along with this notice and return it promptly to ensure its arrival no later than 5:00 p.m. on Monday, June 17, 2024, Japan time.

[Vote via the Internet]

Access the shareholder voting site (https://soukai.mizuho-tb.co.jp/) designated by the Company and enter the voting code and password found on the voting form sent along with this notice.

By following the prompts on the screen, indicate "for" or "against" for each agenda item and submit this form no later than 5:00 p.m. on Monday, June 17, 2024, Japan time.

For more details, please refer to the Instructions for Internet Voting on page 62.

[Handling of multiple voting]

If you exercise your voting right both by mail and via the Internet, the voting via the Internet shall prevail regardless of the arrival date of the mailed vote. In the case of multiple voting via the Internet, the last voting shall prevail.

Notes:

1. If attending the meeting in person, please present the enclosed voting form to the reception desk upon arrival. If you intend to exercise your voting rights by proxy, you must appoint as your proxy another shareholder who is entitled to exercise voting rights and will attend the General Meeting of Shareholders, pursuant to Article 19 of the Articles of Incorporation of the Company. However, a written document certifying the proxy's authority must be submitted to the Company.
2. Revisions to or amendments, if necessary, of the Reference Materials for General Meeting of Shareholders, Business Report, Non-consolidated Financial Statements and Consolidated Financial Statements will be posted on the Company website.
   (https://www.yokogawa.com/about/ir/reports/meeting/).

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Reference Materials for General Meeting of Shareholders

Item 1: Disposition of Surplus

The distribution of earnings to shareholders is a top management priority for the Company. By achieving growth in earnings, the Company aims to steadily and continuously increase our dividend payments.

Specifically, the Company strives to ensure a consolidated dividend payout ratio of more than 30% while giving overall consideration to ensuring investment capital for maximizing business results and mid- to long-term shareholder value and maintaining financial footing for supporting investment for growth. The Company also aims to maintain a stable dividend based on a DOE (dividend on equity) ratio, even when business results deteriorate due to temporary factors.

Based on the above policy, the Company proposes to pay the year-end dividend of 23 yen per share for the year as follows, taking into account strong business results of the fiscal year under review, as well as future business plans, financial conditions and other factors. With this, the annual dividend per share for the, including the interim dividend of 17 yen, will be 40 yen, an increase of 6 yen per share compared with the previous fiscal year.

Matters related to year-end dividends

1. Type of dividend assets Cash
2. Allocation of dividend assets and total amount of allocation

23 yen per common share of the Company Total amount of payout is 5,983,465,732 yen.

1. Effective date of dividend payout June 19, 2024

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Item 2: Amendment of the Articles of Incorporation

1. Reasons for amendments

The Company intends to make a transition to a Company with Nominating Committee, etc., with objectives to clearly separate the functions and roles of supervision and business execution in management, strengthen the supervision function, and speed up business execution. Accompanying this transition, the Company will make some necessary changes including addition of new paragraphs related to the Nominating Committee, Audit Committee and Compensation Committee and Vice President & Executive Officers, as well as deletion of paragraphs related to Audit & Supervisory Board Members and the Audit & Supervisory Board. The establish of Article 27 EXEMPTION OF DIRECTORS FROM LIABILITY, Paragraph 1 and Article 32 EXEMPTION OF VICE PRESIDENT & EXECUTIVE OFFICERS FROM LIABILITY has been consented to by all Audit & Supervisory Board Members.

In addition, other necessary changes such as changes in the number of Articles (due to each the above changes) will be made.

The amendment to the Articles of Incorporation will become effective at the conclusion of this General Meeting of Shareholders.

2. Details of the changes

The contents of the amendment are as follows.

		(Underline indicates amended portions.)
	Current	Proposed amendment
	CHAPTER Ⅰ.	CHAPTER Ⅰ.
	GENERAL PROVISIONS	GENERAL PROVISIONS
ARTICLES 1. through 3. (Omitted)	ARTICLES 1. through 3. (Unchanged)
ARTICLE 4. (ORGANIZATION)	ARTICLE 4. (ORGANIZATION)
The Company establishes the following	As a Company with Nominating Committee,
bodies, in addition to the General Meeting of	etc.,the Company establishes the following
Shareholders and the Directors:	bodies, in addition to the General Meeting of
		Shareholders and the Directors:
(1) the Board of Directors;	(1) the Board of Directors;
(2)	the Audit & Supervisory Board Members;	(2) Nominating Committee, Audit Committee
		and Compensation Committee;
(3)	the Audit & Supervisory Board; and	(3) Vice President & Executive Officers; and
(4) the Accounting Auditors.	(4) the Accounting Auditors.
ARTICLE 5. (Omitted)	ARTICLE 5. (Unchanged)
	CHAPTER Ⅱ.	CHAPTER Ⅱ.
	SHARES	SHARES
ARTICLES 6. through 10. (Omitted)	ARTICLES 6. through 10. (Unchanged)
ARTICLE 11. ADMINISTRATOR OF THE	ARTICLE 11. ADMINISTRATOR OF THE
REGISTER OF SHAREHOLDERS	REGISTER OF SHAREHOLDERS
1.	(Omitted)	1. (Unchanged)
2. The administrator of the Register of	2. The administrator of the Register of
	Shareholders and the place of its business	Shareholders and the place of its business

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Current		Proposed amendment
shall be selected by resolution of the		shall be selected by resolution of the
Board of Directors and the Companyshall		Board of Directors or a Vice President &
give public notice thereof.		Executive Officer delegated by resolution
		of the Board of Directors and the
		Companyshall give public notice thereof.
3. (Omitted)	3.	(Unchanged)
ARTICLES 12. through 13. (Omitted)	ARTICLES 12. through 13. (Unchanged)
CHAPTER Ⅲ.		CHAPTER Ⅲ.
GENERAL MEETING OF SHAREHOLDERS	GENERAL MEETING OF SHAREHOLDERS
ARTICLE 14. (Omitted)	ARTICLE 14. (Unchanged)
ARTICLE 15. PERSON TO CONVENE A	ARTICLE 15. PERSON TO CONVENE A
MEETING AND CHAIRMAN	MEETING AND CHAIRMAN
1. The President shall convenethe General	1. The Director predetermined by resolution
Meeting of Shareholders and act as		of the Board of Directors shall convene
Chairman.		the General Meeting of Shareholders.
		Should an accident befall said Director,
		one of the other Directors shall act in his
		or her place in accordance with a
		resolution of the Board of Directors.
2. Should an accident befall the President,	2. The Director or Vice President &
one of the other Directors shall act in his		Executive Officer predetermined by a
or her place in accordance with a		resolution of the Board of Directors shall
resolution of the Board of Directors.		act as the Chairman of the General
		Meeting of Shareholders. Should an
		accident befall said Director or Vice
		President & Executive Officer, one of the
		other Directors or Vice President &
		Executive Officers shall act as Chairman
		in the order of priority predetermined by
		the Board of Directors.
ARTICLES 16. through 19. (Omitted)	ARTICLES 16. through 19. (Unchanged)
CHAPTER Ⅳ.		CHAPTER Ⅳ.
DIRECTORS AND BOARD OF DIRECTORS	DIRECTORS AND BOARD OF DIRECTORS
ARTICLES 20. through 22. (Omitted)	ARTICLES 20. through 22. (Unchanged)
ARTICLE 23. REPRESENTATIVE	ARTICLE 23. CHAIRMAN AND DIRECTOR
DIRECTOR AND DIRECTORS WITH
SPECIAL TITLES	1. The Board of Directors selects a
1. The Board of Directors selects a
Representative Director of the Company		Chairman and Directorby resolution.
by resolution.
2. Each Representative Director may	2.	(Deleted)
individually represent the Company.
3. The Board of Directors may, by	3.	(Deleted)
resolution, elect a President and other

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Current	Proposed amendment
Directors with special titles.
ARTICLE 24. (Omitted)	ARTICLE 24. (Unchanged)
ARTICLE 25. NOTICE OF CONVOCATION	ARTICLE 25. NOTICE OF CONVOCATION
OF MEETINGS OF THE BOARD OF	OF MEETINGS OF THE BOARD OF
DIRECTORS	DIRECTORS
1. Notices to convene a meeting of the	1. Notices to convene a meeting of the
Board of Directors of the Company shall	Board of Directors of the Company shall
be sent to each Director and each Audit &	be sent to each Director at least three (3)
Supervisory Board memberat least three	days before the date of the meeting.
(3) days before the date of the meeting.	Provided, however, that in emergencies,
Provided, however, that in emergencies,	the notice period may be shortened.
the notice period may be shortened.	2. Upon the unanimous consent of all
2. Upon the unanimous consent of all
Directors and Audit & Supervisory Board	Directors, a meeting of the Board of
members, a meeting of the Board of	Directors may be held without
Directors may be held without	convocation procedures.
convocation procedures.
ARTICLE 26. (Omitted)	ARTICLE 26. (Unchanged)
ARTICLE 27. DIRECTORS AND LIMITED	ARTICLE 27. EXEMPTION OF DIRECTORS
LIABILITY AGREEMENT	FROM LIABILITY
(Newly established)	1. In accordance with the provisions of
	Article 426 (1) of the Corporation Act, the
	Company may, by resolutions of the
	Board of Directors, exempt Directors
	(including former Directors) from liability
	for damages under the provision of Article
	423 (1) of the same Act to the extent
	provided by laws and regulations.
In accordance with the provisions of Article	2.In accordance with the provisions of
427 (1) of the Corporation Act, the Company	Article 427 (1) of the Corporation Act, the
may conclude with directors other than	Company may conclude with directors
executive directors, etc., an agreement	other than executive directors, etc., an
providing for the limitation of liability for	agreement providing for the limitation of
damages arising out of their neglect of duty.	liability for damages arising out of their
Provided, however, that on the basis of such	neglect of duty. Provided, however, that
agreements, compensation shall be paid in an	on the basis of such agreements,
amount predetermined by the Company not	compensation shall be paid in an amount
less than 10 million yen, except in the event	predetermined by the Company not less
that a higher amount of compensation shall be	than 10 million yen, except in the event
stipulated by laws or regulations.	that a higher amount of compensation
	shall be stipulated by laws or regulations.
CHAPTER Ⅴ.	(Deleted)
AUDIT & SUPERVISORY BOARD
MEMBERS AND AUDIT &
SUPERVISORY BOARD
ARTICLE 28. NUMBER	(Deleted)

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Current	Proposed amendment
The number of Audit & Supervisory Board
member of the Company shall be five (5) or
fewer.
ARTICLE 29. METHOD OF ELECTION	(Deleted)

1. Audit & Supervisory Board members of the Company are to be elected at a General Meeting of Shareholders.
2. Audit & Supervisory Board member of the Company are to be elected pursuant to a resolution adopted by a majority of the voting rights of the shareholders who attend a General Meeting of Shareholders at which shareholders having one-third (1/3) or more of the total voting rights of all shareholders entitled to exercise the voting rights must be in attendance.

ARTICLE 30. TERM OF OFFICE

(Deleted)

1. The term of office of an Audit & Supervisory Board member expires upon the closing of the Ordinary General Meeting of Shareholders held with respect to the last business year that falls within four (4) years after the Audit & Supervisory Board member's assumption of office.
2. The term of office of an Audit & Supervisory Board member elected to fill a vacancy resulting from the early retirement of an Audit & Supervisory Board member shall be until the remainder of the term of office of such retired Audit & Supervisory Board member expires.

ARTICLE 31. AUDIT & SUPERVISORY	(Deleted)
BOARD MEMBER IN FULL TIME
SERVICE
The Audit & Supervisory Board shall
determine by resolution one (1) or more Audit
& Supervisory Board member(s) to be in full
time service.

ARTICLE 32. NOTICE OF CONVOCATION(Deleted)

OF MEETINGS OF THE AUDIT &

SUPERVISORY BOARD OF AUDIT &

SUPERVISORY BOARD MEMBERS

1. Notices to convene a meeting of the Audit & Supervisory Board of the Company shall be sent to each Audit & Supervisory Board member at least three (3) days before the

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Current	Proposed amendment
date of the meeting. Provided, however,
that in emergencies, the notice period may
be shortened.
2. Upon the unanimous consent of all Audit
& Supervisory Board members, a meeting
of the Audit & Supervisory Board may be
held without convocation procedures.
ARTICLE 33. AUDIT & SUPERVISORY	(Deleted)
BOARD MEMBERS AND LIMITED
LIABILITY AGREEMENT
In accordance with the provisions of Article
427 (1) of the Corporation Act, the Company
may conclude with Audit & Supervisory
Board Members an agreement providing for
the limitation of liability for damages arising
out of their neglect of duty. Provided,
however, that on the basis of such agreements,
compensation shall be paid in an amount
predetermined by the Company not less than
10 million yen, except in the event that a
higher amount of compensation shall be
stipulated by laws or regulations.
(Newly established)	CHAPTER Ⅴ.
	NOMINATING COMMITTEE, AUDIT
	COMMITTEE AND COMPENSATION
	COMMITTEE
(Newly established)	ARTICLE 28. APPOINTMENT OF
	COMMITTEE MEMBERS
	All members of the Nominating Committee,
	Audit Committee and Compensation
	Committee shall be appointed from Directors
	by resolutions of the Board of Directors.
(Newly established)	CHAPTER Ⅵ.
	VICE PRESIDENT & EXECUTIVE
	OFFICERS
(Newly established)	ARTICLE 29. ELECTION OF VICE
	PRESIDENT & EXECUTIVE OFFICERS
	Vice President & Executive Officers of the
	Company shall be elected by resolutions of
	the Board of Directors.
(Newly established)	ARTICLE 30. TERM OF OFFICE
	The term of office of Vice President &
	Executive Officers shall expire at the end of
	the business year ending within one (1) year
	following the Vice President & Executive

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Current	Proposed amendment
	Officer's election.
(Newly established)	ARTICLE 31. REPRESENTATIVE VICE
	PRESIDENT & EXECUTIVE OFFICERS
	AND VICE PRESIDENT & EXECUTIVE
	OFFICERS WITH SPECIAL TITLES
	1. The Board of Directors shall appoint the
	Representative Vice President &
	Executive Officers by its resolution.
	2. In addition to Representative Vice
	President & Executive Officers provided
	in the preceding paragraph, Vice President
	& Executive Officers with special titles
	may also be appointed by resolution of the
	Board of Directors.
(Newly established)	ARTICLE 32. EXEMPTION OF VICE
	PRESIDENT & EXECUTIVE OFFICERS
	FROM LIABILITY
	In accordance with the provisions of Article
	426 (1) of the Corporation Act, the Company
	may, by resolutions of the Board of Directors,
	exempt Vice President & Executive Officers
	(including former Vice President & Executive
	Officers) from liability for damages under the
	provisions of Article 423 (1) of the same Act
	to the extent provided by laws and
	regulations.
CHAPTER Ⅵ.	CHAPTER Ⅶ.
ACCOUNTING	ACCOUNTING
ARTICLES 34.through 36.(Omitted)	ARTICLES 33.through 35.(Unchanged)

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Item 3: Election of Eleven (11) Directors

Subject to the approval of Item 2, "Amendment of the Articles of Incorporation," the Company will transition from a Company with an Audit & Supervisory Board to a Company with Nominating Committee, etc. at the conclusion of this General Meeting of Shareholders. Along with that, the terms of office for eight (8) Directors and five (5) Audit & Supervisory Board Members will expire.

After the transition to a Company with a Nominating Committee, etc. the Company intends to clearly separate the functions and roles of supervision and business execution in management, strengthen the supervision function, and speed up business execution, while further enhancing the supervisory function of the Board of Directors over business execution. In accordance with the amended Articles of Incorporation, subject to Item 2 being approved and taking effect, the Company proposes to elect a total of eleven (11) Directors including eight (8) Outside Directors.

The Company nominated candidates for Directors by the resolution of the Board of Directors following the recommendation and deliberation by the Company's Nomination Advisory Committee, over half of whose members are Outside Directors, based on "The policies and procedures for the nomination of Director and Vice President & Executive Officer candidates," stipulated by the Company.

Information on the eleven (11) Director candidates is provided below.

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