Fuji Oil Co. Ltd.TSE: 2607

Notice of the 97th ordinary general meeting of shareholders

· Issued by Fuji Oil Co. Ltd.
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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.

To Shareholders with Voting Rights:

Mikio Sakai Representative Director FUJI OIL CO., LTD.

(Securities Code: 2607)

June 6, 2025

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

NOTICE OF THE 97TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

You are cordially invited to attend the 97th Ordinary General Meeting of Shareholders of FUJI OIL CO., LTD. (the "Company"). The Meeting will be held as described below.

  1. Date and Time: Friday, June 27, 2025 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 97th Fiscal Term (from April 1, 2024 to March 31, 2025) and results of audits by the Accounting Auditor and the Audit and Supervisory Committee of the Consolidated Financial Statements

    2. Non-consolidated Financial Statements for the 97th Fiscal Term (from April 1, 2024 to March 31, 2025)

Proposals to be resolved: Proposal No. 1: Appropriation of Surplus Proposal No. 2: Election of Eight (8) 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.

Website/ Information on general meetings of shareholders

Website containing documents for general meetings of shareholders

https://www.fujioil.co.jp/ir/stock/shareholders_meeting/ (in Japanese)

https://d.sokai.jp/2607/teiji/ (in Japanese)

  • The matters subject to measures for electronic provision are listed on the Group portal® (Sumitomo Mitsui Trust Bank, Limited). Please either scan the QR code on notification for the exercise of voting rights or access the following website and enter your login ID and password.

    Group portal®: https://www.soukai-portal.net (in Japanese)

  • 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.

Procedures of requesting paper-based copies of documents for general meeting of shareholders

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) (shareholders who have already completed the procedures do not need to submit a request again).

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

Among the matters subject to measures for electronic provision, the following matters are not provided to shareholders requesting paper-based copies, as per laws and the provisions of the Articles of Incorporation. The Audit and Supervisory Committee and the Accounting Auditor have audited the documents subject to audit, including the following matters.

The following matters on the Business Report: "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"

The following matters on the Consolidated Financial Statements: "Consolidated Statements of Shareholders' Equity"

"Notes to Consolidated Financial Statements"

The following matters on the Non-consolidated Financial Statements: "Statements of Shareholders' Equity"

"Notes to Non-consolidated Financial Statements"

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.

The Company proposes to distribute year-end dividends for the 97th 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: 2,237,930,526 yen

  3. The day on which such distribution of dividend of surplus takes effect June 30, 2025

Proposal No. 2: Election of Eight (8) Directors (excluding Directors who also serve as Audit and Supervisory Committee Members)

As the term of office for all eight (8) 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 eight (8) 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

Diversity of Directors

Ratio of Independent Outside

Directors 54.5%

(6 of 11)

Ratio of Female Directors 18.2% (2 of 11)

No.

Name

Gender

Current positions and responsibilities in the Company

Years of service

Candidate for Director

1

Tatsuji Omori

(April 28, 1960)

Male

President and CEO Newly

Chief Executive Officer (CEO) elected

4 years and 0

months

2

Hiroyuki Tanaka (January 3, 1968)

Male

Director

Senior Executive Officer, Chief Operating Reelected Officer (COO)

3 years and 0 months

3

Sunao Maeda (November 2, 1967)

Male

Director

Senior Executive Officer, Chief Financial Officer Reelected (CFO)

1 year and 0 months

4

Toshiyuki Umehara (September 3, 1957)

Male

Reelected

Director Outside

Independent

Director

4 years and 0 months

5

Tomoko Tsuji (August 16, 1956)

Female

Reelected

Director Outside

Independent

Director

3 years and 0 months

6

Rie Nakagawa (August 10, 1968)

Female

Reelected

Director Outside

Independent

Director

2 years and 0 months

7

Yoshihiro Tachikawa (January 7, 1971)

Male

Reelected

Director Outside

Director

2 years and 0 months

8

Tetsuya Sogo (December 3, 1959)

Male

Newly elected

- Outside

Independent Director

-

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

Yusuke Togawa (November 26, 1963)

Male

Director (full-time Audit and Supervisory Committee Member)

1 year and 0 months

Hirohiko Ikeda (June 21, 1960)

Male

Director (Audit and Supervisory Committee Outside Member) Independent

Director

3 years and 0 months

Yasuhiro Tani (October 11, 1956)

Male

Director (Audit and Supervisory Committee Outside Member) Independent

Director

1 year and 0 months

No.

Name

Skills matrix (areas where each individual is particularly likely to demonstrate his or her expertise and experience)

Corporate managerial experience

R&D/ Technology

International business

Sustainability

Sales/ Marketing

Production (Safety, quality and environment)

Candidate for Director

1

Tatsuji Omori

●

●

●

●

2

Hiroyuki Tanaka

●

●

●

3

Sunao Maeda

●

●

4

Toshiyuki Umehara

●

●

●

●

5

Tomoko Tsuji

●

●

●

6

Rie Nakagawa

●

●

●

●

7

Yoshihiro Tachikawa

●

●

●

8

Tetsuya Sogo

●

●

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

Yusuke Togawa

Hirohiko Ikeda

●

Yasuhiro Tani

●

●

No.

Name

Skills matrix (areas where each individual is particularly likely to demonstrate his or her expertise and experience)

Finance/ Accounting

Legal compliance

Talent development

IT/Digital

Supply chain management

Candidate for Director

1

Tatsuji Omori

●

●

2

Hiroyuki Tanaka

●

●

3

Sunao Maeda

●

●

4

Toshiyuki Umehara

●

5

Tomoko Tsuji

6

Rie Nakagawa

●

●

●

7

Yoshihiro Tachikawa

8

Tetsuya Sogo

●

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

Yusuke Togawa

●

●

●

●

Hirohiko Ikeda

●

Yasuhiro Tani

●