Ishihara Sangyo Kaisha : Notice of the 99th Ordinary General Meeting of Shareholders

This document has been translated from 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. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

(Securities code: 4028) June 8, 2022

To Those Shareholders with Voting Rights

Hideo Takahashi

Executive Director, President

ISHIHARA SANGYO KAISHA, LTD.

3-15, Edobori 1-chome,Nishi-ku, Osaka

NOTICE OF THE 99th ORDINARY GENERAL MEETING OF SHAREHOLDERS

Firstly, we would like to extend our sincere thanks for your ongoing support.

We are pleased to inform you that the 99th Ordinary General Meeting of Shareholders will be held as follows.

To prevent the spread of the new coronavirus (COVID-19) and ensure the safety of all shareholders, we request shareholders to exercise their voting rights in advance, in writing or via the Internet, etc., and to refrain, wherever possible, from attending the General Meeting of Shareholders in person.

Please exercise your voting rights in writing or via the Internet, etc. by 5:30 p.m. on Monday, June 27, 2022, after reading the attached REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS.

1. Date and Time: 10:00 a.m., Tuesday, June 28, 2022 (Reception opens: 9:00 a.m.)
2. Venue: Hall on the 5th floor of Shin-Ishihara Building, at 3-15, Edobori 1-chome,Nishi-ku, Osaka
3. 
   (Shin-Ishihara Building: Please use Exit 5-B of Higobashi Station, Osaka Metro Yotsubashi Line.)
4. Objectives of the Meeting Reports:
5. 1. The Business Report, the Consolidated Financial Statements for the 99th Fiscal Term (from April 1, 2021 to March 31, 2022), and the Audit Reports thereof prepared by the Accounting Auditor and the Audit & Supervisory Board
   2. The Non-consolidated Financial Statements for the 99th Fiscal Term (from April 1, 2021 to March 31, 2022)

Matters to Be Resolved

Proposal No. 1: Appropriation of Surplus

Proposal No. 2: Partial Amendments to the Articles of Incorporation

Proposal No. 3: Election of Nine (9) Directors

Proposal No. 4: Election of One (1) Substitute Audit & Supervisory Board Member

Proposal No. 5: Determination of Compensation for the Grant of Restricted Stock Compensation to Directors (Excluding Outside Directors)

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4. How to Exercise Your Voting Rights

If you are attending the General Meeting of Shareholders

Please present the enclosed Voting Rights Exercise Form at the reception desk on arrival at the meeting.

Date & Time: 10:00 a.m., Tuesday, June 28, 2022 (Reception opens: 9:00 a.m.)

If you are exercising your voting rights in writing

Please indicate your approval or disapproval of the matters to be resolved on the Voting Rights Exercise Form enclosed herewith, and return it to us.

Deadline: The form should arrive by 5:30 p.m., Monday, June 27, 2022.

If you are exercising your voting rights via the Internet, etc.

Please first read the attached Guidance on the Exercise of Voting Rights via the Internet, etc. (p. 3) and indicate your approval or disapproval.

Deadline: Votes should be accepted by 5:30 p.m., Monday, June 27, 2022.

• If you have exercised your voting rights both in writing and via the Internet, etc., the votes cast via the Internet, etc. shall be deemed valid. If you have exercised your voting rights via the Internet, etc. multiple times, the votes cast last shall be deemed valid.
• The costs incurred for access to the website for the exercise of voting rights via the Internet (such as Internet connection fees, phone charges, etc.) shall be borne by the shareholders.
• Depending on your Internet environment, ISP service, or device model, you may not successfully be able to use the website to exercise your voting rights via the Internet.

5. Disclosure via the Internet

The items listed below are made available on our website on the Internet (URL below) in accordance with laws and regulations, as well as the provisions of Article 19 of our Articles of Incorporation, and are therefore not included in the reference documents attached hereto.

1. Notes to Consolidated Financial Statements
2. Notes to Non-consolidated Financial Statements

Thus, the reference documents attached hereto constitute part of the subjects audited by the Audit & Supervisory Board Members and the Accounting Auditor in preparing their Audit Reports.

Our website (https://www.iskweb.co.jp/ir/stockholders.html)

If any situation arises that requires amendment to the REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS, the Business Report, the Consolidated Financial Statements, or the Non-consolidated Financial Statements, such amendment will be posted on the Company's website (https://www.iskweb.co.jp).

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Guidance on the Exercise of Voting Rights via the Internet, etc.

How to scan the QR code

"Smart Voting"

You can log in to the voting rights exercise website without entering a "voting rights exercise code" and a "password."

• Please use your smartphone to scan the "voting rights exercise website login QR code" on the bottom right of the voting rights exercise form.

• Please enter your vote for each proposal by following the instructions on the screen.

Voting rights can be exercised only once using "Smart Voting."

If you want to change your vote after exercising your voting rights, please enter the "voting rights exercise code" and "password" on the voting rights exercise form to log in to the voting rights exercise website by following the instructions under "How to enter a voting rights exercise code and a password" on the right hand side, and exercise your voting rights again.

• You can access the voting rights exercise website on the right hand side by scanning the QR code again.
• "QR code" is a registered trademark of
  DENSO WAVE INCORPORATED.

How to enter a voting rights exercise code and a

password

The voting rights exercise website:

https://www.web54.net

• Please access the voting rights exercise website.

• Please enter the "voting rights exercise code" on the bottom left of the reverse side of the voting rights exercise form.

• Please enter the "password" on the bottom left of the reverse side of the voting rights exercise form.

• Please enter your vote for each proposal by following the instructions on the screen.

Please call the number on the right hand side, if you have any questions relating to the exercise of voting rightsvia the Internet.

	Transfer Agency Web Support		0120-652-031
	Hotline, Sumitomo Mitsui Trust Bank		Business hours: 9:00 a.m. to 9:00 p.m.

To institutional investors

In addition to the exercise of voting rights via the Internet as stated above, you may use the electronic voting platform operated by ICJ, Inc. only if you apply for its use in advance.

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REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS

Proposals and References

Proposal No. 1	Appropriation of Surplus

One of the most important management policies of the Company is to increase corporate value while returning profits to our shareholders.

Our basic principle for dividends is to continue to implement stable dividend distribution according to our business performance, taking into comprehensive consideration the business trends, financial condition, and need to enhance our internal reserve for business expansion into the future.

Based on this policy, we have decided to pay a year-end dividend of 36 yen per share, an 18-yen increase from that for the previous fiscal year, as summarized below.

1. Type of dividend property Cash
2. Matters concerning the allocation of dividend property to shareholders and the total amount thereof
   36 yen per share of common stock of the Company Total: 1,438,315,308 yen
3. Date on which the dividend of surplus takes effect June 29, 2022

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Proposal No. 2

Partial Amendments to the Articles of Incorporation

1. Reasons for amendments

1. Addition of a business objective

With the Company's commercialization of the world's first blue phalaenopsis , we propose to add a business objective to Article 2 of the current Articles of Incorporation, and renumber the subsequent objectives accordingly.

1. Introduction of a system for electronic provision of materials for General Meetings of Shareholders
   As the amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the "Act Partially Amending the Companies Act" (Act No. 70 of 2019) will be enforced on September 1, 2022, we propose to amend the Company's Articles of Incorporation of the Company as follows, to prepare for the introduction of a system for electronic provision of materials for General Meetings of Shareholders:
2. 1. The proposed Article 19, Paragraph 1 provides that information contained in the reference materials for the General Meeting of Shareholders, etc. shall be provided electronically.
   2. The purpose of the proposed Article 19, Paragraph 2 is to establish a provision to limit the scope of matters to be included in the paper copy to be sent to shareholders who have requested it.
   3. The provisions related to the internet disclosure of the reference materials for the General Meeting of Shareholders, etc. (Article 19 of the current Articles of Incorporation) will become unnecessary and will therefore be deleted.
   4. In line with the above establishment and deletion of the provisions, supplementary provisions related to the effective date, etc. shall be established.

1. Details of amendments

The details of the amendments are as follows.

		(Amended parts are underlined.)
Current Articles of Incorporation	Proposed Amendments
(Objectives)		(Objectives)
Article 2	The objectives of the Company shall	Article 2 The objectives of the Company shall
be to conduct the following businesses:	be to conduct the following businesses:
(1) to (3)	(Omitted)	(1) to (3) (Unchanged)
	(Newly established)	(4) Production, sale, export and import of
		plants
(4) to (11) (Omitted)	(5) to (12) (Unchanged)

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