Taiheiyo Cement : NOTICE OF THE 23rd ORDINARY GENERAL MEETING OF STOCKHOLDERS

Note: This document has been translated from a part of 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 5233

June 3, 2021

To Those Stockholders with Voting Rights

Masafumi Fushihara

President and Representative Director

Taiheiyo Cement Corporation

1-1-1, Koishikawa, Bunkyo-ku, Tokyo

NOTICE OF THE 23rd ORDINARY GENERAL MEETING OF STOCKHOLDERS

You are cordially notified of the 23rd Ordinary General Meeting of Stockholders of Taiheiyo Cement Corporation (the "Company"). The meeting will be held as stated below.

From the perspective of preventing further spread of the novel coronavirus disease, we firmly urge our stockholders to exercise their voting rights by paper ballot or via the Internet wherever possible and refrain from attending the meeting regardless of their health conditions.

Please review the attached Reference Documents for the General Meeting of Stockholders, and either return the Voting Rights Exercise Form with your selections towards proposals, or vote via the Internet.

1. Date and Time: Tuesday, June 29, 2021 at 10:00 a.m.

2. Place:	Head office of the Company
	1-1-1, Koishikawa, Bunkyo-ku, Tokyo

3. Agenda of the Meeting:

Matters to be reported: 1. Business Report, Consolidated Financial Statements for the 23rd Fiscal Term

(from April 1, 2020 to March 31, 2021) and results of audits by the Accounting Auditor and the Board of Auditors of the Consolidated Financial Statements

2. Non-Consolidated Financial Statements for the 23rd Fiscal Term (from April 1, 2020 to March 31, 2021)

Proposals to be resolved:

Proposal No. 1: Appropriation of Surplus

Proposal No. 2: Election of Nine Directors

Proposal No. 3: Election of Two Corporate Auditors

Proposal No. 4: Election of One Substitute Corporate Auditor

Proposal No. 5: Determination of Compensation for Granting Restricted Stock to Directors Other Than Outside Directors and Revisions of Compensation Amounts for Directors

4. Voting Guide

If you are exercising your voting right prior to the Meeting:

Please review the attached Reference Documents for the General Meeting of Stockholders, and exercise your voting right by either of the following two methods.

(i) Exercise of voting rights by postal mail (paper ballot)

• Please indicate your vote for or against the Proposals on the Voting Rights Exercise Form and send it back, making sure that it will arrive by 5:00 p.m. on Monday, June 28, 2021 (Japan Standard Time).
• If you make no indication on the Voting Rights Exercise Form whether you are voting for or against the Proposals, you shall be deemed to have voted FOR the Proposals.

(ii) Exercise of voting rights via the Internet, etc.

• Please exercise your voting right via the voting rights exercise site (https://www.web54.net) specified by the Company before 5:00 p.m. on Monday, June 28, 2021 (Japan Standard Time).
• If you exercise your voting right via the Internet, etc. more than once, your final vote shall prevail.

If you are attending the Meeting:

Please hand in the enclosed Voting Rights Exercise Form at the front desk when you arrive at the venue. If another stockholder is attending the Meeting on your behalf, he/she must submit a letter of proxy and your Voting Rights Exercise Form as well as his/her Voting Rights Exercise Form at the front desk upon arrival at the venue. (Please be advised that a proxy is limited to one person and must be another stockholder with the Company's voting rights pursuant to the provisions of the Articles of Incorporation.)

If you vote both by postal mail and via the Internet, etc., the one received later shall prevail. If we receive both on the same day, your vote cast via the Internet, etc. shall prevail.

Notes:

• Of the documents required to be included in this notice of convocation, "Consolidated Statements of Changes in Net Assets" and "Notes to the Consolidated Financial Statements" of the Consolidated Financial Statements, and "Non-consolidatedStatements of Changes in Net Assets" and "Notes to the Non- consolidated Financial Statements" of the Non-consolidatedFinancial Statements are, pursuant to the provisions of laws and regulations and the Articles of Incorporation of the Company, posted on the Company's website (https://www.taiheiyo-cement.co.jp), and are therefore not contained in the Appendix attached to this notice of convocation.
  The Consolidated Financial Statements and the Non-consolidated Financial Statements audited by Corporate Auditors and the Accounting Auditor include "Consolidated Statements of Changes in Net Assets," "Notes to the Consolidated Financial Statements," "Non-consolidated Statements of Changes in Net Assets" and "Notes to the Non-consolidated Financial Statements" which are posted on the Company's website, in addition to each document included in the Appendix of this notice of convocation.
• Subsequent amendments to the Reference Documents for the General Meeting of Stockholders, the Business Report, the Consolidated and Non-Consolidated Financial Statements (if any) will be listed on the Company's website (https://www.taiheiyo-cement.co.jp).

Measures against Further Spread of the Novel Coronavirus Disease

We have taken the following measures to prevent further spread of the novel coronavirus disease. We ask for your understanding and cooperation.

• Requests to our stockholders
• • From the viewpoint of preventing further spread of the novel coronavirus disease, we urge our stockholders to exercise their voting rights in advance by paper ballot or via the Internet to the extent possible and refrain from attending the meeting regardless of their health conditions.
  • Other than the notice of convocation, documents such as summaries of financial results and integrated reports are also posted on the Company's website (https://www.taiheiyo-cement.co.jp). Access to a wide variety of information is guaranteed without attending the meeting.
• Information for our stockholders who will attend the meeting

This General Meeting of Stockholders will have in place appropriate countermeasures to prevent further spread of the novel coronavirus disease and will be operated as described below. We ask for your understanding.

If, due to change of conditions up to the date of this General Meeting of Stockholders, there are significant changes to these measures, details of the changes made will be posted on the Company's website (https://www.taiheiyo-cement.co.jp).

• Please wear a face mask when attending the meeting. You may be denied admission if you are not wearing a face mask. In addition, please cooperate in using the alcohol disinfectant solution, which will be available at the venue.
• We will measure your body temperature at the entrance. If you have a fever or show signs of ill health, you may not be admitted to the venue.
• The Company has cut down a significant number of seats as we must ensure adequate space between stockholders. There may be a case where you may not be admitted even if you come to the venue.
• All Officers attending and staff operating this General Meeting of Stockholders will be wearing a face mask.
• In the perspective of shortening the time duration of this General Meeting of Stockholders, detailed explanation for the matters to be reported and the proposals will be omitted at the meeting.

Reference Documents for the General Meeting of Stockholders

Proposals and References

Proposal No. 1: Appropriation of Surplus

With respect to the year-end dividend for the term under review, the Company would like to pay out as follows, in consideration of the business environment and our performance for the term under review, while maintaining our basic policy of stable dividend payouts.

Matters concerning the year-end dividend

1. Type of Dividend Cash
2. Matters concerning the distribution of dividends to stockholders and its total amount

30 yen per share of common stock of the Company, for a total amount of 3,566,754,840 yen.

The annual dividend per share for the term under review will amount to 60 yen, which includes an interim dividend already paid.

1. Effective Date of Dividends from surplus June 30, 2021

Proposal No. 2: Election of Nine Directors

The term of office of all Seven Directors will expire at the close of this General Meeting of Stockholders. Accordingly, to strengthen the supervisory functions of the Board of Directors, the election of nine Directors

(including three Outside Directors) is proposed, an increase of two Directors including one Outside Director. The candidates for Director are as follows.

No.	Name	Current position at the Company
1	Reappointment	Chairman and Director
Shuji Fukuda
2	Reappointment	President and Representative Director
Masafumi Fushihara
3	Reappointment	Vice President and Representative Director
Yuuichi Kitabayashi
4	Reappointment	Director and Senior Executive Officer
Masahiro Karino
5	Reappointment	Director and Senior Executive Officer
Kunihiro Ando
6	New Candidate	Senior Executive Officer
Tetsuya Ohashi
	Reappointment
7	Yoshiko Koizumi	Director
Outside Director
	Independent Director
	Reappointment
8	Shinhachiro Emori	Director
Outside Director
	Independent Director
	New Candidate
9	Hideyuki Furikado
Outside Director
	Independent Director