Fuji Oil : NOTICE OF THE 95TH 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.

(Securities Code: 2607) June 9, 2023

To Shareholders with Voting Rights:

Mikio Sakai President and CEO

FUJI OIL HOLDINGS INC.

1 Sumiyoshi-cho,Izumisano-shi, Osaka, Japan

(Headquarters: Daibiru Honkan Building, 3-6-32,

Nakanoshima, Kita-ku,Osaka-shi, Osaka, Japan)

NOTICE OF THE 95TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

You are cordially invited to attend the 95th Ordinary General Meeting of Shareholders of FUJI OIL HOLDINGS INC. (the "Company"). The Meeting will be held as described below.

1. Date and Time: Wednesday, June 28, 2023 at 10:00 a.m. (JST) (reception opens at 9:00 a.m.)
2. Venue: Hotel Royal Classic Osaka 3F Uruwashi

4-3-3, Namba, Chuo-ku,Osaka-shi, Osaka, Japan

3. Agenda of the Meeting: Matters to be reported:

1. Business Report, Consolidated Financial Statements for the 95th Fiscal Term (from April 1, 2022 to March 31, 2023) and results of audits by the Accounting Auditor and the Audit and Supervisory Committee of the Consolidated Financial Statements.
2. Non-consolidatedFinancial Statements for the 95th Fiscal Term (from April 1, 2022 to March 31, 2023)
   Proposals to be resolved:
   Proposal No. 1: Appropriation of Surplus

Proposal No. 2: Election of Nine (9) Directors (excluding Directors who also serve as Audit and Supervisory Committee Members)

Proposal No. 3: Election of one (1) Substitute Director who also serves as an Audit and Supervisory Committee Member

When convening the Meeting, the Company takes measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (matters subject to measures for electronic provision) in electronic format, and posts this information on the websites below. Please access them to review the information.

Company website	Website containing documents for	Tokyo Stock Exchange (TSE)
general meetings of shareholders	website
General Meeting of Shareholders		Listed Company Search
https://www.fujioilholdings.com/ir/st	https://d.sokai.jp/2607/teiji/	https://www2.jpx.co.jp/tseHpFront/JJ
ock/shareholders_meeting/	(in Japanese)	K010010Action.do?Show=Show
(in Japanese)		(in Japanese)

• To view this information on the TSE website, enter "Fuji Oil Holdings" into the "Issue name (company name)" field or "2607" into the "Code" field and click "Search." Next, select "Basic Information" and click on "Documents for public inspection/PR information."
• The matters subject to measures for electronic provision are listed on the Group portal® (Sumitomo Mitsui Trust Bank, Limited).
  https://www.soukai-portal.net (in Japanese)
  Please either scan the QR code on notification for the exercise of voting rights or access the above website and enter your login ID and password.
• • 1 -

Information on paper-based copies of Reference Documents for the General Meeting of Shareholders

This is an optional service for this meeting and documents could take some time to arrive.

Shareholders who would like to be sent paper-based copies of Reference Documents for the General Meeting of Shareholders and have not requested them by March 31, 2023 should contact the Shareholder Concierge listed below by Tuesday, June 20, 2023.

Shareholder concierge TEL: [phone]

Operating hours: 10:00 a.m. to 5:00 p.m. Monday through Friday (expect holidays)

When requesting paper-based copies of Reference Documents for the General Meeting of Shareholders for future meetings, please submit a separate request for paper-based copies to the securities company in which you hold shares or to the Shareholder Registry Administrator (Sumitomo Mitsui Trust Bank Transfer Agent 0120-533-600).

• If revisions are made to the matters subject to measures for electronic provision, a notice containing the matters before and after revision will be posted on the websites listed above.

Matters subject to measures for electronic provision (Matters excluded from delivered paper-based documents)

Among the matters subject to measures for electronic provision, paper-based copies of the "Update on Property and Profits/losses." "Details of Main Businesses," "Main Business Locations and Factories," "Update on Share Warrants, etc.," "Systems for Ensuring Proper Business Operations," "Consolidated Statements of Shareholders' Equity," "Notes to Consolidated Financial Statements," "Statements of Shareholders' Equity," and "Notes to Non- Consolidated Financial Statements" are not provided to shareholders requesting paper-based copies, as per laws and the provisions of the Articles of Incorporation. Accordingly, the documents that are delivered to shareholders who have made a request for delivery of paper-based copies are part of the documents included in the scope of audits by the Audit and Supervisory Committee and the Accounting Auditor when they create their respective audit reports.

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Reference Documents for the General Meeting of Shareholders

Proposal No. 1: Appropriation of Surplus

Based on the policy of targeting a dividend payout ratio of 30-40%, the Company has positioned the payment of stable dividends after accounting for the maintenance of internal reserves necessary for future business development and strategic investment for growth as its important shareholder profits-return policy. Additionally, the Company considers ROE (Return on Equity) to be a key management indicator and has been engaged in business activities targeting ROE of 8% for the Mid-Term Management Plan "Reborn 2024" and 10% for the vision for 2030.

The Company proposes to distribute year-end dividends for the 95th Fiscal Term as detailed below.

1. Kind of dividend property Cash
2. Matters regarding the assignment of dividend property and the total value thereof 26 yen per share of common stock of the Company
   Total value of dividends: 2,237,945,866 yen
3. The day on which such distribution of dividend of surplus takes effect June 29, 2023

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Proposal No. 2: Election of Nine (9) Directors (excluding Directors who also serve as Audit and Supervisory Committee Members)

As the term of office for all nine (9) Directors (excluding Directors who also serve as Audit and Supervisory Committee Members; the same applies below.) will expire upon the conclusion of this General Meeting of Shareholders, we propose to elect nine (9) Directors.

The Company's Audit and Supervisory Committee has held discussions and investigations based on the report of the Nomination and Compensation Advisory Committee regarding this proposal and provided its opinion that all candidates for Director are qualified.

The candidates for Directors are as follows.

[Reference] The Management System Approved in Proposal No. 2

Ratio of Independent Outside

Ratio of Female Directors

Diversity of Directors

Directors

50.0%

16.7%

(6 of 12)

(2 of 12)

No.

Name

Gender

Current positions and responsibilities in the Company

Years of

service

Mikio Sakai

President and Representative Director

8 years and

1

Male

President and CEO

Reelected

(October 6, 1959)

0 months

Chief Executive Officer (CEO)

Tomoki Matsumoto

Director

8 years and

2

Male

Senior

Executive

Officer,

Chief Financial

Reelected

(December 20, 1960)

0 months

Officer (CFO)

Takashi Kadota

Director

5 years and

3

Male

Senior Executive

Officer,

Chief

Technology

Reelected

(April 2, 1959)

0 months

Officer (CTO)

Hiroyuki Tanaka

Director

1 year and

4

Male

Senior Executive Officer, Chief Strategy Officer

Reelected

(January 3, 1968)

0 months

(CSO)

Director

Hidenori Nishi

Reelected

5

Male

Director

Outside

4 years and

(January 6, 1951)

Independent

0 months

for

Director

Reelected

Candidate

Toshiyuki Umehara

6

Male

Director

Outside

2 years and

(September 3, 1957)

Independent

0 months

Director

Tomoko Tsuji

Reelected

7

Female

Director

Outside

1 year and

(August 16, 1956)

Independent

0 months

Director

Newly

8

Rie Nakagawa

Female

-

elected

Outside

-

(August 10, 1968)

Independent

Director

Yoshihiro Tachikawa

Newly

9

Male

-

elected

-

(January 7, 1971)

Outside

Director

Director who also

Makoto Shibuya

Male

Director

(full-time

Audit

and

Supervisory

1 year and

(October 25, 1959)

Committee Member)

0 months

serves as an

Outside

Audit and

Ryuta Uozumi

Director (Audit and Supervisory Committee

1 year and

Male

Independent

Supervisory

Committee

(February 24, 1948)

Member)

Director

0 months

Member

Hirohiko Ikeda

Director

(Audit and

Supervisory

Committee

Outside

1 year and

(currently

Male

Independent

serving)

(June 21, 1960)

Member)

0 months

Director

Note: Directors who also serve as Audit and Supervisory Committee Members are not up for election this period and therefore are not candidates for Director, but have been included for reference.

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	No.
	1
Director	2
3
for	4
5
Candidate
6
	7
	8
	9

Director who also serves as an Audit and Supervisory Committee Member (currently serving)

Skills matrix (areas where each individual is particularly likely to demonstrate his

or her expertise and experience)

Name	Corporate					Production
R&D/	International	Sustaina-	Sales/	(Safety,
	managerial
	Technology	business	bility	Marketing	quality and
	experience
					environment)
Mikio Sakai	●		●	●	●
Tomoki Matsumoto			●
Takashi Kadota		●	●	●		●
Hiroyuki Tanaka	●		●		●
Hidenori Nishi	●		●		●
Toshiyuki Umehara	●	●				●
Tomoko Tsuji	●	●		●
Rie Nakagawa	●		●	●	●
Yoshihiro Tachikawa	●		●		●
Makoto Shibuya	●
Ryuta Uozumi				●
Hirohiko Ikeda			●

	No.
	1
Director	2
3
for	4
5
Candidate
6
	7
	8
	9

Director who also serves as an Audit and Supervisory Committee Member (currently serving)

	Skills matrix (areas where each individual is particularly likely to
	demonstrate his or her expertise and experience)
Name			Talent		Supply
Finance/	Legal		chain
	develop-	IT/Digital
	Accounting	compliance	manage-
	ment
				ment
Mikio Sakai			●
Tomoki Matsumoto	●			●
Takashi Kadota
Hiroyuki Tanaka	●				●
Hidenori Nishi			●
Toshiyuki Umehara				●
Tomoko Tsuji
Rie Nakagawa	●			●	●
Yoshihiro Tachikawa
Makoto Shibuya	●	●
Ryuta Uozumi	●
Hirohiko Ikeda		●

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