Tokyo Ohka Kogyo : NOTICE OF THE CONVOCATION OF THE 93rd ORDINARY GENERAL MEETING OF SHAREHOLDERS （346.98 KB）

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: 4186 March 8, 2023

To Those Shareholders with Voting Rights

Noriaki Taneichi President and Representative Director

TOKYO OHKA KOGYO CO., LTD.

150 Nakamaruko, Nakahara-ku, Kawasaki, Kanagawa,

Japan

NOTICE OF THE CONVOCATION OF THE 93rd ORDINARY GENERAL MEETING OF

SHAREHOLDERS

We are pleased to announce the 93rd Ordinary General Meeting of Shareholders of TOKYO OHKA KOGYO CO., LTD. ("the Company"), which will be held as described below.

We request our shareholders consider your health status in deciding whether to attend in person this General Meeting of Shareholders from the perspective of preventing the spread of the novel coronavirus disease (COVID-19) and securing your safety.

If you are unable to attend the meeting in person, please exercise your voting rights either in writing or by electronic means (via the Internet, etc.).

Please review the Reference Documents for the General Meeting of Shareholders, and exercise your voting rights by 5:30 p.m., Wednesday, March 29, 2023 (JST).

When convening this General Meeting of Shareholders, the Company takes measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which measures for providing information in electronic format are to be taken) in electronic format, and posts this information as "Notice of the Convocation of the 93rd Ordinary General Meeting of Shareholders" on the Company's website. Please access the Company's website using the Internet address shown below to review the information.

Company's website: https://www.tok.co.jp/ir/shareholders/shm.html (in Japanese only)

In addition to posting items for which measures for providing information in electronic format are to be taken on the Company's website listed above, the Company also posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). To access this information from the latter website, access the TSE website (Listed Company Search) by using the Internet address given below, input the issue name (company name) or securities code, and click "Search," and then click "Basic information" and select "Documents for public inspection/PR information."

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

The General Meeting of Shareholders will be streamed live over the Internet so that participants can watch the events taking place on the day. For details, please refer to the separate "Guide to Live Streaming of the 93rd Ordinary General Meeting of Shareholders," which is enclosed with this notice of convocation.

Exercise of Voting Rights in Writing

Please indicate your votes for or against the proposals on the enclosed Voting Rights Exercise Form and return it to the Company, ensuring that the form reaches us no later than the above voting deadline.

Exercise of Voting Rights by Electronic Means (via the Internet, etc.)

Please review the "Guide for Exercising Voting Rights" and enter your approval or disapproval for each proposal no later than the above voting deadline.

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1. Date and Time: Thursday, March 30, 2023 at 10:00 a.m. (JST)
2. Place:Meeting Room, 5F, Corporate Headquarters of the Company 150 Nakamaruko, Nakahara-ku, Kawasaki, Kanagawa, Japan
3. Agenda of the Meeting: Matters to be reported:
4. 1. The Business Report and the Consolidated Financial Statements for the 93rd fiscal year (from January 1, 2022 to December 31, 2022) and results of audits by the Accounting Auditor and the Audit & Supervisory Board of the Consolidated Financial Statements
   2. The Non-Consolidated Financial Statements for the 93rd fiscal year (from January 1, 2022

to December 31, 2022)

Proposals to be resolved:

Proposal No. 1: Appropriation of Surplus

Proposal No. 2: Partial Amendments to the Articles of Incorporation

Proposal No. 3: Election of Six Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)

Proposal No. 4: Election of Four Directors Who Are Audit and Supervisory Committee Members

Proposal No. 5: Setting of Remuneration Amount for Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)

Proposal No. 6: Setting of Remuneration Amount for Directors Who Are Audit and Supervisory Committee Members

Proposal No. 7: Determination of the Details of the Share-Based Remuneration Plan for Directors (Excluding Directors Who Are Audit and Supervisory Committee Members, Outside Directors and Non-executive Directors)

4. Matters Decided for the Convocation:

1. If you do not indicate your approval or disapproval for each proposal on your returned Voting Rights Exercise Form, we will treat it as if you indicated approval for each proposal.
2. If you exercise your voting rights by two different means, that is, by electronic means (via the Internet, etc.) as well as in writing, votes by electronic means (via the Internet, etc.) shall prevail.
3. If you exercise your voting rights by electronic means (via the Internet, etc.) more than once, your final votes shall prevail.

• For those attending the meeting, please present the enclosed Voting Rights Exercise Form at the reception desk on arrival.
• When it is necessary to modify the items for which measures for providing information in electronic format are to be taken, please understand that the items after modification will be shown on the website of the Company (https://www.tok.co.jp/) (in Japanese only) and the TSE website (Listed Company Search) (https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show) (in Japanese only).

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Guide for Exercising Voting Rights

Voting rights can be exercised using the following three methods.

[Attending the General Meeting of Shareholders]

Please hand in the enclosed Voting Rights Exercise Form at the reception desk.

Date and Time: Thursday, March 30, 2023 at 10:00 a.m. (JST)

Place:Meeting Room, 5F, Corporate Headquarters of the Company 150 Nakamaruko, Nakahara-ku, Kawasaki, Kanagawa, Japan

[Exercise of Voting Rights in Writing]

Please indicate your votes for or against the proposals on the enclosed Voting Rights Exercise Form and mail it without a stamp.

Deadline for exercising voting rights: 5:30 p.m., Wednesday, March 29, 2023 (JST)

[Exercise of Voting Rights via the Internet]

Please access the website for exercising voting rights (https://evote.tr.mufg.jp/) from personal computer or smartphone, enter the "login ID" and "temporary password" provided on the Voting Rights Exercise Form and then enter your vote for each proposal according to the instructions on the screen.

Deadline for exercising voting rights: 5:30 p.m., Wednesday, March 29, 2023 (JST)

Points to note when exercising the voting rights by electromagnetic means (via the Internet, etc.)

1. If you exercise your voting rights by two different means, that is, by electronic means (via the Internet, etc.) as well as in writing, votes by electronic means (via the Internet, etc.) shall prevail.
2. If you exercise your voting rights by electronic means (via the Internet, etc.) more than once, your final votes shall prevail.
3. To prevent people who are not shareholders (impostors) from illegally accessing the website and alteration of the content of your voting selections, we will ask shareholders who use the website to change their "temporary passwords" on the website for exercising voting rights.
4. You will be provided with a new "login ID" and "temporary password" each time a General Meeting of Shareholders is convened.

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Website to use for exercising voting rights

1. Depending on the Internet user environment, shareholders using personal computers or smartphones may not be able to exercise their voting rights via the website for exercising voting rights. For more details, please contact the Help Desk by telephone at the following number.
2. Costs arising from accessing the website for exercising voting rights (Internet access fees, communication charges, etc.) will be borne by the shareholder.

Electronic proxy voting platform

If you are nominee shareholders such as management trust banks (including standing proxy) and apply in advance for the use of the electronic proxy voting platform operated by ICJ, Inc., you may use such platform operated by ICJ, Inc.

For inquiries concerning systems, etc. please contact:

Mitsubishi UFJ Trust and Banking Corporation, Stock Transfer Agency Department (Help Desk) Tel: [phone] (Business hours: 9:00 a.m.-9:00 p.m. (JST) toll free)

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Reference Documents for General Meeting of Shareholders

Proposals and References

Proposal No. 1: Appropriation of Surplus

Regarding the appropriation of surplus, the Company proposes as follows. Matters related to the year-end dividend:

The Company considers the return of its profits to shareholders an important managerial issue. The Company, in light of its financial condition and business performance from a long-term point of view, makes it its basic policy to carefully secure sufficient internal reserves for the enhancement of the corporate competitiveness and enlargement of its profit. On the other hand, the Company also makes it its basic policy to continue its payments of dividends with a consolidated DOE (dividend on equity ratio) of 4.0% as the target level of dividend payout, and flexibly acquire its own stock, to realize stable and continued return of profit.

Under this policy, with regard to the year-end dividend for the fiscal year, the Company proposes to pay ¥82 per share. This payment takes into account various factors, including the Company's business performance, and also reflects the Company's desire to reciprocate the consistent support of its shareholders.

Accordingly, including the interim dividend of ¥78 per share paid in September 2022, the annual dividend for the fiscal year is ¥160 per share.

1. Type of dividend property Cash
2. Matters related to distribution of dividend property to shareholders and the total amount ¥82 per common share of the Company Total amount: ¥3,315,517,644
3. Effective date of the distribution of surplus March 31, 2023

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