Fuji Oil : May. 28，2021 Convocation notice of 19th annual general meeting of shareholders （1,698KB）

Stock Code: 5017

June 4, 2021

To Our Shareholders

Atsuo Shibota

Director-President

Fuji Oil Company, Ltd.

Tennozu Parkside Building

5-8, Higashishinagawa 2-chome,

Shinagawa-ku, Tokyo, Japan

CONVOCATION NOTICE OF

THE NINETEENTH ANNUAL GENERAL MEETING OF SHAREHOLDERS

(English Translation of the Japanese Original)

Dear Shareholders:

Please be informed that we will be holding the 19th 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 Thursday, June 24, 2021 (JST).

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		AGENDA
1.	Date and Time	: Friday, June 25, 2021 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 19th Financial Year (April 1, 2020 - March 31, 2021)
2. To report the Non-Consolidated Financial Statements for the 19th Financial Year (April 1, 2020 - March 31, 2021)

Items to be Resolved

Proposition I : To Distribute Surplus

Proposition II : To Elect Nine Directors

Proposition III : On Introduction of Performance-Linked Restricted Stock-Based Compensation Plan for Directors (excluding Outside Directors)

＜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 in the last 14 days may be denied participation in the AGM. Returnees from abroad in the last 14 days 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 "Business Report for the 19th 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 Group's financial results, cash position, etc., as well as necessary internal reserves for the medium-andlong-term business development. In consideration of the business results for FY2020 and the financial forecasts for FY2021 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 28, 2021

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Proposition II : To Elect Nine Directors

The terms of office for all twelve incumbent Directors expire as of the close of the 19th AGM. The Company proposes the election of nine Directors, decreased by three, to enhance the efficiency of the Company's management system.

The Director-Candidates are as follows:

Candi-										Current positions and	Attendance
									at Board of
date									Name	responsibilities in the Company	Directors
No.									[responsibilities enclosed in brackets]	meetings in
											FY2020
1									Atsuo Shibota	Representing Director	100％
		Re-appoint			Director-President
2									Shigeto Yamamoto	Senior Managing Director	100％
		Re-appoint
				[Supply & Trading Dept.]
									Katsunori Yagi	Representing Director	100％
3			Re-appoint			Senior Managing Director
										General Manager of Sodegaura Refinery
4			Re-appoint		Daisuke Seki	Director	100％
			Outside
		Independent
5			Re-appoint		Toshiki Matsumura	Director	100％
			Outside
		Independent
6		New appoint		Mohammed
			Outside				－	－
					Alshubrumi
		Independent
7			Re-appoint		Khaled Al-Sabah	Director	100％
		Outside
8									Takahiko Yamamoto	Director	100％
		Re-appoint			[General Administration Dept.;
										Safety & Environmental Protection Office]
9									Masayuki Tsuda	Director	100％
		Re-appoint			[Finance & Accounting Dept.]

Re-appoint

Outside

Independent

Candidate for re-appointment as Director New appoint Candidate for new appointment as Director Candidate who satisfies the requirements for Outside Director set forth in the Companies Act Independent Officer who has been or will be registered as such with the Tokyo Stock Exchange, Inc.

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