Notice of Convocation of the 78th Ordinary General Meeting of Shareholders(February 6, 2025 462KB)

(English Translation)

This English translation is an abridged version of the original document in Japanese.

In the event of any discrepancy, the Japanese version prevails.

Securities Code 4187 February 6, 2025

(Start of provision of information in electronic format: February 5, 2025)

To Our Shareholders:

1-8-15 Azuchi-machi, Chuo-ku, Osaka City

OSAKA ORGANIC CHEMICAL INDUSTRY LTD. Representative Director and CEO Masayuki Ando

Notice of Convocation of the 78th Ordinary General Meeting of Shareholders

Notice is hereby given that the 78th Ordinary General Meeting of Shareholders of OSAKA ORGANIC CHEMICAL INDUSTRY LTD. (the Company) will be held as described below.

In convening this General Meeting of Shareholders, the Company has taken measures for providing relevant information in electronic format. Matters for electronic provision are posted on the website below as "Notice of Convocation of the 78th Ordinary General Meeting of Shareholders."

Our website: https://www.ooc.co.jp/ir/material/meeting_doc/

Besides the above, the same information is also posted on the website below. Tokyo Stock Exchange website:

https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

To view the information, access the above TSE website, enter our company name or securities code, and select "Basic information" and "Documents for public inspection/PR information" in order.

If you are unable to attend the meeting, you may submit your votes online or in writing. Please read the Reference Materials for the General Meeting of Shareholders included in the matters for electronic provision, and submit your votes by referring to the following "Information on Exercising Voting Rights" by no later than 6:00 p.m. on Wednesday, February 26, 2025.

- 1 -

1. Date and Time: Thursday, February 27, 2025 at 10:00 a.m.

3. Meeting Agenda:

Matters to be reported:1. Report on the business report and the consolidated financial statements

for the 78th fiscal period (from December 1, 2023 to November 30, 2024), and audit results on the consolidated financial statements by the Accounting Auditor and the Audit & Supervisory Committee

2. Report on the non-consolidated financial statements for the 78th fiscal period (from December 1, 2023 to November 30, 2024)

Proposals to be resolved:

Proposal 1: Appropriation of Retained Earnings

Proposal 2: Election of Six (6) Directors (excluding Directors who are Audit & Supervisory Committee members)

4. Matters Decided for Convocation

Please refer to "Information on Exercising Voting Rights" on page 3.

〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰

1. Please present the enclosed voting form to the receptionist when attending the meeting in person.
2. If any amendment is made to the matters for electronic provision, it will be posted on the relevant website.

- 2 -

Information on Exercising Voting Rights

If you are attending the meeting

Date and time: Thursday, February 27, 2025 at 10:00 a.m.

Please submit the enclosed Voting Rights Exercise Form at the reception desk.

If you exercise the voting right via the Internet

Deadline: 6:00 p.m. on Wednesday, February 26, 2025

Voting Rights Exercise Website: https://evote.tr.mufg.jp/

Please access the above voting website and enter your vote for or against the proposals by the deadline.

Please refer to the next page for "Information on Exercising Voting Rights via the Internet."

If you exercise the voting right by mail

Deadline: 6:00 p.m. on Wednesday, February 26, 2025 (time of receipt)

Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it by mail so that it is received by the deadline.

If no indication for or against is made on the Voting Rights Exercise Form, it will be treated as an indication for the Company's proposal.

- 3 -

Information on Exercising Voting Rights via the Internet

Voting method by scanning the QR code

You can access the Voting Rights Exercise Website without typing the log-in ID or password.

1. Scan the QR Code at the lower right-hand side of the Voting Rights Exercise Form with your smartphone.

*QR Code is a registered trademark of DENSO WAVE INCORPORATED.

2. Follow the on-screen instructions to enter your vote for or against.

Voting method by entering the log-in ID and password

Voting Rights Exercise Website: https://evote.tr.mufg.jp/

1. Access the above Voting Rights Exercise Website from your computer or smartphone.
2. Enter the "Log-in ID" and the "Temporary Password" described in the Voting Rights Exercise Form, and click "Log-in."
3. Follow the on-screen instructions to enter your vote for or against.

[Inquiries regarding exercising voting rights via the Internet]

Help Desk, Corporate Agency Division, Mitsubishi UFJ Trust and Banking Corporation Tel: 0120-173-027

(Toll-free, Business hours: 9:00 to 21:00)

• In the event that voting rights are exercised more than once:
  If the voting right is exercised both via the Internet and by mail, only the exercise of the voting right via the Internet shall be valid. If the voting right is exercised more than once via the Internet, only the last exercise of the voting right
  shall be valid. Likewise, if the voting right is exercised using both a computer and a smartphone, only the last exercise of the voting right shall be valid.
• The Internet voting system is unavailable daily from 2:30 a.m. to 4:30 a.m.
• Internet connection and communication fees incurred when accessing the Voting Rights Exercise Website shall be borne by shareholders.
• Institutional investors may use the electronic voting rights exercise platform operated by ICJ, Inc.

- 4 -

Reference Materials for the General Meeting of Shareholders

Proposal 1: Appropriation of Retained Earnings

We propose the appropriation of retained earnings as follows: Matters concerning year-end dividends

In consideration of the current performance, we plan to pay dividends from retained earnings for the 78th fiscal year as follows.

1. Type of dividend Cash
2. Matters relevant to allotment of dividends and total amount to be distributed
   The Company proposes a dividend of 34 yen per share of its common shares. Total

dividends will be 718,308,990 yen.

(NOTE) The annual dividend for the fiscal year, including the interim dividend, will be ¥66 per share.

3. Effective date of the distribution of retained earnings February 28, 2025

- 5 -

Proposal 2: Election of Six (6) Directors (excluding Directors who are Audit & Supervisory Committee members)

The terms of office of all six (6) Directors (excluding Directors who are Audit & Supervisory Committee members; the same applies hereinafter in this proposal) will expire upon the conclusion of this General Meeting.

Accordingly, we would like to propose the election of six (6) Directors.

The Audit & Supervisory Committee has determined that the selection and determination process for the candidates is appropriate.

The candidates for Directors are as follows.

- 6 -

Date of birth

July 12, 1966

Number of shares of the Company owned

12,461 Shares

Reason for nomination as a candidate for director

Since he was elected as a director in 2016, Soichi Honda has been working to strengthen the administrative division by leveraging his wealth of experience at the Company. We nominate him as a candidate for director, expecting that he continues to take advantage of these experiences and accomplishments to make management decisions and carry out oversight.

Outline of directors and officers liability insurance policy

The Company has entered into a directors and officers liability insurance policy as set forth in Paragraph 1 of Article 430-3 of the Companies Act with the insurance company and shall indemnify the directors and officers who are the insured from any damage that may be caused by the directors and officers taking responsibility for the execution of their duties or receiving a claim on the pursuit of such liability. Provided, however, that there are certain immunity reasons, such as the damages caused by actions taken recognizing that they violate laws, shall not be covered. Soichi Honda is currently a director of the Company and is included in the insured of such insurance policy. When his reelection is approved, he will continue to be included in the insured of the insurance policy, and we plan to renew it with the same terms during his term of office.

- 8 -

Brief personal record, positions, responsibilities and significant concurrent positions

April 1995 Joined the Company

July 2020 Executive Officer, General Manager of Corporate Planning Division

February 2022 Director, Executive Officer, General Manager of Corporate Planning

Division

December 2023 Director, Executive Officer, General Manager of Corporate Planning

Division in charge of Quality Assurance Office (current)

Date of birth

June 3, 1970

Number of shares of the Company owned

14,100 Shares

Reason for nomination as a candidate for director

Tetsuya Watanabe has been working to strengthen the Corporate Planning Division by leveraging his wealth of experience in the R&D division. We nominate him as a candidate for director, expecting that he takes advantage of these experiences and accomplishments to make management decisions and carry out oversight.

Outline of directors and officers liability insurance policy

The Company has entered into a directors and officers liability insurance policy as set forth in Paragraph 1 of Article 430-3 of the Companies Act with the insurance company and shall indemnify the directors and officers who are the insured from any damage that may be caused by the directors and officers taking responsibility for the execution of their duties or receiving a claim on the pursuit of such liability. Provided, however, that there are certain immunity reasons, such as the damages caused by actions taken recognizing that they violate laws, shall not be covered. Tetsuya Watanabe is currently a director of the Company and is included in the insured of such insurance policy. When his reelection is approved, he will continue to be included in the insured of the insurance policy, and we plan to renew it with the same terms during his term of office.

- 10 -