Ohba Co., Ltd.TSE: 9765

Notice of the 90th Annual General Meeting of Shareholders

Aug 1, 2024 at 7:34 AM UTC · Issued by Ohba Co., Ltd.

Disclaimer: Please note that the following is a translation of the original Japanese documents prepared for the convenience of our non-Japanese shareholders with voting rights. Although this translation is intended to be complete and accurate, the Japanese original shall take precedence in the case of any discrepancies between this translation and the original. Certain information regarding voting procedures that is not applicable for shareholders resident outside Japan has been omitted or modified as applicable. In addition, these materials will not facilitate your status as a registered shareholder authorized to attend the Annual General Meeting of Shareholders. Every shareholder attending the Annual General Meeting of Shareholders is required to present the voting card, which is sent to the registered shareholder together with the original Notice of Convocation in Japanese, to the receptionist at the meeting.

Securities Code: 9765

August 2, 2024

To Our Shareholders:

Shigeru Tsujimoto

Representative Director, President

OHBA CO., LTD.

3-7-1 Kanda Nishikicho, Chiyoda-ku, Tokyo

Notice of the 90th Annual General Meeting of Shareholders

We are pleased to announce the 90th Annual General Meeting of Shareholders of OHBA CO., LTD. (the "Company"), which will be held as indicated below.

In convening this General Meeting of Shareholders, the Company has taken measures for electronic provision of information, which is the contents of the Reference Documents for the General Meeting of Shareholders, etc. (items for which measures for providing information in electronic format are to be taken), which can be found in the "4. Websites where items subject to measures for electronic provision are posted." Please access the website to view the information.

If you are unable to attend the meeting in person, you may exercise your voting rights via the Internet or in writing, and we ask that you exercise your voting rights by either of these methods. The contents of each proposal are set forth in the Reference Documents for the General Meeting of Shareholders, which can be found in "4. Websites where items subject to measures for electronic provision are posted." Please review the said document and exercise your voting rights by 5:30 p.m. on Thursday, August 22, 2024 (JST) in accordance with the instructions.

Date and time: Friday, August 23, 2024, at 10 a.m. (JST) (Doors open at 9 a.m.)
Venue: Kokusai Kaigijo, 2F, Keidanren Kaikan

1-3-2 Otemachi, Chiyoda-ku, Tokyo

3. Purpose of the Meeting Matters to be reported

The contents of the Business Report and the Consolidated Financial Statements for the 90th fiscal year (from June 1, 2023 to May 31, 2024), and the results of audits of the Consolidated Financial Statements by the Financial Auditor and the Audit & Supervisory Board
The contents of the Non-consolidated Financial Statements for the 90th fiscal year (from June 1, 2023 to May 31, 2024)

Matters to be resolved

Proposal No. 1: Appropriation of Surplus

Proposal No. 2: Election of Nine (9) Directors

Proposal No. 3: Election of Two (2) Substitute Audit & Supervisory Board Members

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4. Websites where items subject to measures for electronic provision are posted

Item	Website name and URL	How to access
No.


1	The Company's website:	Please refer to "Materials
	http://www.k-ohba.co.jp/ (in Japanese)	Related to the General Meeting
		of Shareholders" in Investor
		Relations.
2	Listed Company Search (Tokyo Stock Exchange):	Enter and search for the issue
	https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show	name (company name) or
	(in Japanese)	securities code, and then select
		"Basic Information" and
		"Documents for Public
		Inspection/PR Information."
3	General Shareholders Meeting Portal Site® (Sumitomo Mitsui Trust	Please read the QR code on the
	Bank, Limited)	voting card or enter your ID and
	https://www.soukai-portal.net (in Japanese)	password.

Each website may be temporarily inaccessible due to scheduled maintenance or other reasons.
If you are unable to view the site, please check from another website or access it again after some time.

5. Matters to be decided for convocation

(1) In accordance with laws and regulations and Article 17 of the Articles of Incorporation of the Company, the Company has posted the following matters, which should be stated in the document stating the items subject to measures for electronic provision, on the "4. Websites where items subject to measures for electronic provision are posted." Therefore, they are not included in the document to be delivered to shareholders who have requested delivery of the paper-based document. Accordingly, the documents that are delivered to shareholders who have made a request for delivery of paper-based documents are part of the documents included in the scope of audits by the Audit & Supervisory Board Members and the Financial Auditor when

they create the audit report and independent auditor's report.

The following items from the Business Report
(Status of Share acquisition rights, etc. and Overview of Systems to ensure the appropriateness of operations and the operation of such systems)

(ⅱ) The following items from the Consolidated Financial Statements

(Consolidated Statements of Changes in Net Assets, Notes to Consolidated Financial Statements) (ⅲ) The following items from the financial statements

(Statements of Changes in Net Assets, Notes to Non-Consolidated Financial Statements)

1. If you exercise your voting rights more than once, the last exercise that arrives at the Company will be treated as a valid exercise of your voting rights. If the voting rights exercised via the Internet and the voting card arrive on the same day, the vote exercised via the Internet will be treated as a valid exercise of voting rights.
2. If no indication of approval or disapproval is made for each proposal by the method of the voting card, it will be treated as an indication of approval.
When you attend the Meeting, you are kindly requested to present the voting card to the receptionist at the meeting.
If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the matters before and after the revisions will be posted on the aforementioned websites "4. Websites where items subject to measures for electronic provision are posted."

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Reference Documents for the General Meeting of Shareholders

Proposals and Reference Information

Proposal No. 1 Appropriation of Surplus

The Company proposes the appropriation of surplus as follows:

The Company deems the optimal balance between enhancing corporate value over the medium and long term and returns to shareholders to be one of the most important issues facing management. In addition to using the dividend payout ratio as a guideline in order to strengthen the link between dividends and performance, the Company determines the details of returns to shareholders for each fiscal year by taking into account a comprehensive range of factors, such as the economic situation and financial position at the time, as well as the outlook for earnings.

Based on this approach, the Company has given consideration to matters including the business performance of the fiscal year and future business development, and it proposes to pay year-end ordinary dividends of ¥20 per share for the 90th fiscal year. Accordingly, including the interim dividend of ¥17 per share, the annual dividend will be ¥37 per share.

Year-end dividends

Type of dividend property To be paid in cash.
Allotment of dividend property and their aggregate amount
The Company proposes to pay a dividend of ¥20 per common share of the Company. In this event, the total dividends will be ¥319,867,660.
Effective date of dividends of surplus
The effective date of dividends will be Monday, August 26, 2024.

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Proposal No. 2 Election of Nine (9) Directors

At the conclusion of this meeting, the terms of office of all nine (9) Directors will expire. Therefore, the Company proposes the election of nine (9) Directors.

The candidates for Director are as follows:

Candidate		Name	Current position and responsibility in the Company
No.


1	Re-election	Shigeru Tsujimoto	Representative Director, President

2	Re-election	Toshinori Ohba	Director, Senior Managing Executive Officer
Assistant to the President, Head of Sales


			Director, Senior Managing Executive Officer
3	Re-election	Naohiko Hanabusa	Head of Engineering, in charge of Internal Control and
			Compliance
	Re-election
4	Outside	Motoyasu Kato	Director
	Independent
	Re-election
5	Outside	Mikito Nagai	Director
	Independent
	Re-election
6	Outside	Yuji Shimanaka	Director
	Independent
7	New election	Shinsuke Minaki	Managing Executive Officer
Branch Manager of Tokyo branch


	New election
8	Outside	Masaki Suzuki	-
	Independent
	New election
9	Outside	Akiko Uno	-
	Independent

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Candidate	Name	Career summary, position, responsibility in the Company,	Number of the
significant concurrent positions outside the Company, and	Company's shares
No.	(Date of birth)
	reasons for nomination	owned

		Apr. 1979	Joined Overseas Oil Development Co., Ltd.
		Nov. 1987	Joined The Mitsui Trust and Banking Company,
			Limited (currently, Sumitomo Mitsui Trust
			Bank, Limited)
		Feb. 1990	Los Angeles branch
		Oct. 1994	New York branch
		Oct. 2000	Deputy General Manager of Sales Dept. I of
			Osaka branch
		Mar. 2003	Senior Advisor of the Company
	Shigeru Tsujimoto	July 2005	Executive Officer, General Manager of
		Financial Dept., and General Manager of
	December 10, 1955		279,539
		Project Development Dept.

	Re-election	June 2006	Director, Executive Officer, General Manager
		of Financial Dept., and General Manager of
1
		Project Development Dept.

		June 2010	Managing Director, Managing Executive
			Officer, in charge of Finance, Planning and
			Business Solution, and General Manager of
			Sales Division
		Aug. 2013	Representative Director
		June 2016	Representative Director, President, and CEO
		Aug. 2020	Representative Director, President (current
			position)
	Reasons for nomination
	Shigeru Tsujimoto, currently serves as Representative Director, President, leads the Company's Group management,
	and has played an appropriate role in enhancing corporate values, such as in determining important matters. Since it is
	expected that he can further contribute to the Company in the future, he has been nominated again as a candidate for
	Director.

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Candidate	Name	Career summary, position, responsibility in the Company,	Number of the
significant concurrent positions outside the Company, and	Company's shares
No.	(Date of birth)
	reasons for nomination	owned

		Apr. 1996	Joined the Company, Sales Department of
			Nagoya branch
		June 2008	Seconded to Mitsui Fudosan Co., Ltd.
		Apr. 2013	General Manager in charge of Sales Division
			and General Manager in charge of Business
			Department of Business Solution Division of
			the Company
		June 2015	General Manager of Planning Department of
			Planning Division
		June 2017	Executive Officer, Deputy General Manager of
			Sales Division
		Dec. 2017	Executive Officer, Deputy General Manager of
			Sales Division, and General Manager of
			Strategic Sales Department
		June 2018	Senior Executive Officer, Deputy General
	Toshinori Ohba		Manager of Sales Division, and General
	February 28, 1973		Manager of Strategic Sales Department	21,200
		June 2019	Senior Executive Officer, Deputy General
	Re-election
2		Manager of Sales Division, and General
		Manager of New Business Promotion Office
		Dec. 2019	Senior Executive Officer, General Manager of
			Planning Division
		Aug. 2020	Director, Executive Officer, General Manager
			of Planning Division, in charge of Personnel,
			General Affairs and IT
		June 2021	Managing Director, Executive Officer, General
			Manager of Planning Division, in charge of
			Personnel, General Affairs and IT
		June 2022	Director, Senior Managing Executive Officer,
			General Manager of Planning Division, in
			charge of Personnel, General Affairs and IT
		June 2023	Director, Senior Managing Executive Officer,
			Assistant to the President, Head of Sales
			(current position)

Reasons for nomination

Toshinori Ohba, currently serves as Director, Senior Managing Executive Officer, is in charge of business planning, profit and loss management, etc., and has played an appropriate role to contribute to the enhancement of the Company's corporate value by determining important management matters, supervising business execution, etc. Since it is expected that he can further contribute to the Company in the future, he has been nominated again as a candidate for Director.

- 6 -

Candidate	Name	Career summary, position, responsibility in the Company,	Number of the
significant concurrent positions outside the Company, and	Company's shares
No.	(Date of birth)
	reasons for nomination	owned

		Apr. 1984	Joined Ministry of Construction (currently,
			Ministry of Land, Infrastructure, Transport and
			Tourism)
		Sept. 1998	Assistant Director, City Planning Division, City
			Bureau
		July 2000	Manager, Tokyo Planning and Development
			Department, Corporate Planning Division of
			Central Japan Railway Company
		July 2004	Senior Deputy Director, Street Division, City
			and Regional Development Bureau of Ministry
			of Land, Infrastructure, Transport and Tourism
		Apr. 2007	Deputy Mayor of Gifu City
		Apr. 2010	Director for Street Project Coordination, Urban
			Transport Facilities Division, City and Regional
	Naohiko Hanabusa		Development Bureau of Ministry of Land,
	April 9, 1961		Infrastructure, Transport and Tourism	2,400
		Apr. 2011	Director of Urban Renovation Promotion
	Re-election
		Office, Community Development Promotion
			Division, City and Regional Development
			Bureau
3		Apr. 2013	Deputy Mayor of Nakano City
	July 2015	Director, Urban Development and Improvement
			Division, City Bureau of Ministry of Land,
			Infrastructure, Transport and Tourism
		July 2017	General Manager of Urban Renaissance
			Agency
		July 2019	Director-General, Miyagi Reconstruction
			Bureau of Reconstruction Agency
		Oct. 2021	Special Advisor of the Company
		Aug. 2022	Director, Senior Managing Executive Officer,
			Head of Engineering, in charge of Internal
			Control and Compliance (current position)

Reasons for nomination

Since joining the Ministry of Construction in April 1984, Naohiko Hanabusa has worked for the national government, and national agencies, including the Ministry of Land, Infrastructure, Transport and Tourism; Reconstruction Agency; and Urban Renaissance Agency; as well as many local public organizations. He has held key positions in the areas of urban planning, urban development, urban transportation, and public-private partnerships, which are important elements of urban development.

He also has front-line urban development experience in both regional and metropolitan areas in local governments, including serving as Deputy Mayor of Gifu City and Deputy Mayor of Nakano City.

Based on his diverse experience and high-level insight as an expert in urban development, he has contributed to the Company's management and is expected to make further contributions in the future, and therefore, he has been nominated again as a candidate for Director.

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Candidate	Name	Career summary, position, responsibility in the Company,	Number of the
significant concurrent positions outside the Company, and	Company's shares
No.	(Date of birth)
	reasons for nomination	owned

		Apr. 1988	Joined Mitsui Fudosan Co., Ltd.
		Apr. 2014	General Manager of Kashiwanoha Urban
			Planning and Development Department
		Apr. 2018	Managing Officer, General Manager of
			Kashiwanoha Urban Planning and
			Development Department
		Apr. 2019	Managing Officer, General Manager of
			Development Planning Department and General
	Motoyasu Kato		Manager of Toyosu-Project Development
	November 8, 1964		Planning Department
	Re-election	Aug. 2019	Outside Director of the Company (current	0
		position)

	Outside	Apr. 2022	Executive Managing Officer, General Manager
4	Independent		of Development Planning Department and
			General Manager of Toyosu-Project
			Development Planning Department of Mitsui
			Fudosan Co., Ltd.
		Oct. 2023	Executive Managing Officer, General Manager
			of Development Planning Department (I) and
			General Manager of Toyosu-Project
			Development Planning Department (current
			position)
	Reasons for nomination and outline of expected role
	As an outside Director of the Company, Motoyasu Kato is currently leveraging his extensive experience in and wide-
	ranging knowledge of private-sector companies to appropriately fulfill his role by providing various kinds of advice to
	the Company's management. Because it is expected that he can further contribute to the Company in future, he has been
	nominated again as a candidate for outside Director.

- 8 -

Candidate	Name	Career summary, position, responsibility in the Company,	Number of the
significant concurrent positions outside the Company, and	Company's shares
No.	(Date of birth)
	reasons for nomination	owned

		Apr. 1978	Joined The Industrial Bank of Japan, Limited
		Apr. 2003	General Manager of Sales Department No. 2,
			Head Office of Mizuho Corporate Bank, Ltd.
		June 2004	General Manager of Sales Department No. 9
		Apr. 2005	Executive Officer, General Manager of Sales
			Department No. 9
		Apr. 2007	Managing Director, Head of Corporate Banking
			Unit
		Apr. 2009	Managing Executive Officer, Head of
			Corporate Banking Unit
		Apr. 2011	Director, Deputy President
		May 2013	Executive Vice President of Nippon Steel Kowa
	Mikito Nagai		Real Estate Co., Ltd.
	October 28, 1955	June 2013	Executive Vice President
	Re-election	June 2014	President and CEO	0
	Apr. 2019	Director and Advisor of Nippon Steel Kowa

	Outside		Real Estate Co., Ltd.
5	Independent	June 2019	Advisor
		Outside Director (Audit and Supervisory

			Committee Member) of OKASAN
			SECURITIES GROUP INC.
		June 2020	Outside Board Member of Nippon Suisan
			Kaisha Ltd. (currently, Nissui Corporation)
		June 2021	Outside Director of Tohoku Electric Power Co.,
			Inc. (current position)
		Aug. 2021	Outside Director of the Company (current
			position)
		July 2024	Outside Director (Audit and Supervisory
			Committee Member) of Okasan Securities Co.,
			Ltd. (current position)
	Reasons for nomination and outline of expected role
	Mikito Nagai has extensive experience as a corporate manager at a financial institution, etc. and a deep insight into
	corporate management. Currently, as an outside Director of the Company, he is appropriately fulfilling his role of
	strengthening the oversight function of the Board of Directors and ensuring greater transparency, and because it is
	expected that he can further contribute to the Company in future, he has been nominated again as a candidate for
	outside Director.

- 9 -

Candidate	Name	Career summary, position, responsibility in the Company,	Number of the
significant concurrent positions outside the Company, and	Company's shares
No.	(Date of birth)
	reasons for nomination	owned

		Apr. 1978	Joined The Sanwa Bank, Limited
		Oct. 1984	Joined Japan Center for Economic Research,
			Researcher
		Apr. 1989	Joined Sanwa Research Institute Corp., Senior
			Researcher
		July 1997	Principal Researcher
		Apr. 2000	General Manager of Investment Research
			Department and Principal Researcher
		Apr. 2002	General Manager of Investment Research
			Department and Principal Researcher of UFJ
			Institute, Ltd.
		Jan. 2006	General Manager of Investment Research
			Department and Principal Researcher of
			Mitsubishi UFJ Research and Consulting Co.,
			Ltd.
	Yuji Shimanaka	Apr. 2007	Councilor, Chief Economist of Business Cycle
	November 29, 1955		Research of Mitsubishi UFJ Securities Co., Ltd.
	Re-election		(currently, Mitsubishi UFJ Securities Holdings	0
		Co., Ltd.)

	Outside	May 2010	Councilor, Chief Economist of Business Cycle
	Independent		Research of Mitsubishi UFJ Morgan Stanley
6			Securities Co., Ltd.
		Member, Committee for Business Cycle

			Indicators, Economic and Social Research
			Institute of the Cabinet Office (current position)
			Vice President of The Japan Association of
			Business Cycle studies (current position)
			Trustee, Kashiyama Scholarship Foundation
			(current position)
		Aug. 2022	Outside Director of the Company (current
			position)
		Sept. 2022	Professor, Faculty of Business Administration
			of Hakuoh University (current position)
		Mar. 2023	Special Advisor, Executive Economist of
			Global Research Center of Okasan Securities
			Co., Ltd. (current position)
	Reasons for nomination and outline of expected role
	Yuji Shimanaka has extensive experience and knowledge based on the outcomes of his research activities at a bank-
	related think tank and in the research department of a securities company. In addition, based on his scholarship, in
	which he also serves as a university professor, and his insights as a member of the Cabinet Office's Committee for
	Business Cycle Indicators, which sets the official peaks and troughs of the business cycle, currently, as an outside
	Director of the Company, he is appropriately fulfilling his role of making various proposals to the Company's
	management, and because it is expected that he can further contribute to the Company in future, he has been nominated
	again as a candidate for outside Director.

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