Ohba : Notice of the 89th Annual General Meeting of Shareholders

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 4, 2023

To Our Shareholders:

Shigeru Tsujimoto

Representative Director, President

OHBA CO., LTD.

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

Notice of the 89th Annual General Meeting of Shareholders

We are pleased to announce the 89th 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" below. 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" below. Please review the said document and exercise your voting rights by 5:30 p.m. on Thursday, August 24, 2023 (JST) in accordance with the instructions below.

1. Date and time: Friday, August 25, 2023, at 10 a.m. (Doors open at 9 a.m.)
2. Venue: Kokusai Kaigijo, 2F, Keidanren Kaikan

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

3. Purpose of the Meeting Matters to be reported

1. The contents of the Business Report and the Consolidated Financial Statements for the 89th fiscal year (from June 1, 2022 to May 31, 2023), and the results of audits of the Consolidated Financial Statements by the Financial Auditor and the Audit & Supervisory Board
2. The contents of the Non-consolidated Financial Statements for the 89th fiscal year (from June 1, 2022 to May 31, 2023)

Matters to be resolved

Proposal No. 1: Appropriation of Surplus

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

Proposal No. 3: Election of Three (3) Audit & Supervisory Board Members

Proposal No. 4: 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)	enclosed voting card or enter
	https://www.soukai-portal.net (in Japanese)	your ID and 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.

1. 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 enclosed 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 ¥13 per share for the 89th fiscal year. Accordingly, including the interim dividend of ¥11 per share, the annual dividend will be ¥24 per share.

Year-end dividends

1. Type of dividend property To be paid in cash.
2. Allotment of dividend property and their aggregate amount
   The Company proposes to pay a dividend of ¥13 per common share of the Company. In this event, the total dividends will be ¥208,363,844.
3. Effective date of dividends of surplus
   The effective date of dividends will be Monday, August 28, 2023.

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Proposal No. 2 Election of Nine (9) Directors

At the conclusion of this meeting, the terms of office of all ten (10) Directors will expire.

Aiming to realize strategic and agile decision making in the Board of Directors, the Company wishes to reduce the Board of Directors by one (1) Director, and 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
4	Re-election	Ikuyoshi Minoda	Director, Executive Officer
General Manager of Engineering Division, in charge of DX
	Re-election
5	Outside	Toru Nanki	Director
	Independent
	Re-election
6	Outside	Motoyasu Kato	Director
	Independent
	Re-election
7	Outside	Keiko Unotoro	Director
	Independent
	Re-election
8	Outside	Mikito Nagai	Director
	Independent
	Re-election
9	Outside	Yuji Shimanaka	Director
	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		275,639
		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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