Fuji Oil : Jun. 01，2022 Convocation notice of 20th annual general meeting of shareholders

Stock Code: 5017

June 7, 2022

To Our Shareholders

Shigeto Yamamoto

Director-President

Fuji Oil Company, Ltd.

Tennozu Parkside Building

5-8, Higashishinagawa 2-chome,

Shinagawa-ku, Tokyo, Japan

CONVOCATION NOTICE OF

THE TWENTIETH ANNUAL GENERAL MEETING OF SHAREHOLDERS

(English Translation of the Japanese Original)

Dear Shareholders:

Please be informed that we will be holding the 20th Annual General Meeting of Shareholders (AGM) as described below.

From the viewpoint of preventing the spread of COVID-19 infections, we ask our shareholders to refrain from attending this AGM and to exercise your voting rights in advance via postal mail or the Internet as much as possible. To use those methods, please refer to the attached Reference Materials for the AGM, and exercise your voting rights by no later than 5:30 p.m. on Monday, June 27, 2022 (JST).

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		AGENDA
1.	Date and Time	: Tuesday, June 28, 2022 at 10:00 a.m.
		(The reception desk opens at 9:00 a.m.)
2.	Place	: Conference Room "Harbor Circus",
		3rd floor, Dai-ichi Hotel Tokyo Seafort
		3-15,Higashi-shinagawa2-chome,
		Shinagawa-ku, Tokyo

Please be advised that shareholders' seats will be placed farther apart than usual, which makes the number of seats limited. We may restrict attendance of shareholders once all the available seats are filled. We appreciate your understanding and cooperation on this matter. Please also check the "Requests and Information for Shareholders" shown below.

3. Purposes of this AGM

Items to be Reported

1. To report the Business Report, the Consolidated Financial Statements, the Audit Reports for the Consolidated Financial Statements by Independent Auditor and the Audit & Supervisory Board (ASB) of the Company for the 20th Financial Year (April 1, 2021 - March 31, 2022)
2. To report the Non-Consolidated Financial Statements for the 20th Financial Year (April 1, 2021 - March 31, 2022)

Items to be Resolved

Proposition I : To Distribute Surplus

Proposition II : On Partial Amendments to Articles of Association

Proposition III : To Elect One Director

＜Requests and Information for Shareholders＞

Holding and operation of this AGM are subject to change depending on the developments of COVID-19 and government announcements up to the date of AGM. We ask you to check the latest information via our website (http://www.foc.co.jp/en/ir/library/meeting.html).

Alcohol disinfectant will be available near the reception desk. We ask shareholders to spray their hands with it and to wear face masks at all time during your attendance of the meeting.

We will measure the body temperature of visitors. Those with a fever, appear to be not in good condition, or returned from abroad and still in a quarantine period set by the Japanese government may be denied participation in the AGM. Returnees from abroad who have not gone through the quarantine period are requested to report to the reception desk.

All of our officers and operation staff of the meeting will check their physical condition including the body temperature in advance and will be wearing face masks during the AGM.

The AGM will be held in less time than usual from the viewpoint of preventing the spread of infection. Detailed explanation on items to be reported and propositions will be omitted at the AGM. We ask shareholders to read this Convocation Notice and the attached "Report for the 20th Financial Year" in advance.

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Notes:

Please note that the following items are posted on the Company's website (http://www.foc.co.jp/en/ir/library/meeting.html) and are therefore not included in this Convocation Notice in accordance with the applicable laws and regulations, and Article 13 of the Articles of Association of the Company:

1. "Accounting Auditor" and "Establishment and Implementation Status of Systems for Ensuring Appropriate Business Operations" on the Business Report
2. "Consolidated Statement of Changes in Net Assets" and "Notes to Consolidated Financial Statements" on the Consolidated Financial Statements
3. "Statement of Changes in Net Assets" and "Notes to Non-Consolidated Financial

Statements" on the Non-Consolidated Financial Statements

Accordingly, item (2) and (3) above are part of the Consolidated Financial Statements and Non-Consolidated Financial Statements, which Independent Auditor audited to prepare its audit reports, and items (1) through (3) above are part of the Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements, which Audit & Supervisory Board Members audited to prepare their audit report.

If there are any amendments to the Reference Materials, the Business Report, the Consolidated Financial Statements, and the Non-Consolidated Financial Statements, they will be posted on the Company's website (http://www.foc.co.jp/en/ir/library/meeting.html).

All of our officers and operation staff will be wearing summer business attire on the day. Gifts will not be provided.

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REFERENCE MATERIALS FOR

THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

Propositions and relevant information:

Proposition I : To Distribute Surplus

It is our policy to maintain stable dividend payments to our shareholders while taking into consideration the Company's financial results, cash position, etc., as well as necessary internal reserves for the medium- and long-term business development. In consideration of the business results for FY2021 and the financial forecasts for FY2022 of the Company, we would like to propose the dividend payment for the period as follows:

1. Kind of property to be distributed Cash
2. Allotment of property for the dividends and the total amount thereof 10 yen per share of common stock of the Company
   Total amount of 772,174,790 yen
3. Effective date of the dividend distribution from surplus

June 29, 2022

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Proposition II : On Partial Amendments to Articles of Association

1. Reason for the proposal

In accordance with the amended provisions stipulated in the proviso to Article 1 of the Supplementary Provisions of the "Act for Partial Amendment of the Companies Act" (Act No. 70 of 2019), which will come into effect on September 1, 2022, the Company proposes to make the following amendments to its Articles of Association to prepare for the implementation of an electronic provision system for materials for the General Meeting of Shareholders.

1. After amendment, Article 13 ① shall provide that information contained in the reference documents for the general meetings of shareholders and others be provided electronically;
2. After amendment, Article 13 ② shall establish a provision to limit the scope of the matters to be included in the documents that are to be delivered to shareholders who have requested delivery of paper copies;
3. Since the provision regarding internet disclosure of reference documents for the general meeting of shareholders and others (Article 13 of the current Articles of Association) will become unnecessary, it shall be deleted; and
4. In line with the new establishment and deletion described above, supplementary provisions concerning the effective date and others shall be established.

2. Details of the amendments

Details of the proposed amendments are as follows:

	(Amendments are underlined.)
Current Articles of Association	Proposed Amendments
CHAPTER III. GENERAL MEETING OF	CHAPTER III. GENERAL MEETING OF
SHAREHOLDERS	SHAREHOLDER
Article 13.(Internet disclosure of reference	＜Deleted＞
documents relating to general meeting of
shareholders)
In connection with the convocation of the
general meeting of shareholders, the
Company may, by posting the information
relating to the matters that shall be
described or indicated in reference
documents for the general meeting of
shareholders, report of operation, financial
statements, and consolidated financial
statements through the Internet in
accordance with the Ministry of Justice
Ordinance, deem that it has provided the
same to the shareholders.

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