Taiheiyo Cement : NOTICE OF THE 25th ORDINARY GENERAL MEETING OF STOCKHOLDERS AND MATERIALS OF THE MEETING

(Translation)

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 damage arising from the translation.

Securities Code 5233 June 1, 2023 (Start Date of Measures for Electronic Provision: May 26, 2023)

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 25th ORDINARY GENERAL MEETING OF STOCKHOLDERS

You are cordially notified of the 25th Ordinary General Meeting of Stockholders of Taiheiyo Cement Corporation (the "Company"). The meeting will be held as stated below.

In convening this General Meeting of Stockholders, the Company has taken measures for electronic provision and matters subject to measures for electronic provision are posted on the following website.

The Company's website: https://www.taiheiyo-cement.co.jp/english/ir/kabunushi.html In addition to the above, the information is also posted on the following website.

・The Tokyo Stock Exchange's website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

Please access the above website and enter the Company's name or securities code to search, and then select "Basic information" followed by "Documents for public inspection/PR information" to view the information.

・‟Net de Shoshu" (online convocation): https://s.srdb.jp/5233/

From the perspective of preventing spread of the novel coronavirus disease, we urge our stockholders to consider attending the meeting after confirming the status of the pandemic and self-health conditions on the day of the meeting.

If you are unable to attend the meeting, you may exercise your voting rights in writing or via the Internet, so please review the attached Reference Documents for the General Meeting of Stockholders and exercise your voting rights after reading the Voting Guide on page 3.

1. Date and Time: Thursday, June 29, 2023 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 25th Fiscal Term

(from April 1, 2022 to March 31, 2023) 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 25th Fiscal Term (from April 1, 2022 to March 31, 2023)

Proposals to be resolved:

Proposal No. 1: Appropriation of Surplus

Proposal No. 2: Election of Nine Directors

Proposal No. 3: Election of One Corporate Auditor

Proposal No. 4: Election of One Substitute Corporate Auditor

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(Translation)

Notes:

• Regarding the matters subject to measures for electronic provision, "Accounting Auditor" and "System to Ensure that Directors Comply with Laws and Ordinances and the Articles of Incorporation in Executing Their Duties and Other Systems to Ensure Proper Execution of Operations" of the Business Report, "Consolidated Statements of Changes in Net Assets" and "Notes to Consolidated Financial Statements" of the Consolidated Financial Statements, and "Non-consolidated Statements of Changes in Net Assets" and "Notes to Non-consolidated Financial Statements" of the Non-consolidated Financial Statements are not included in a paper copy delivered to stockholders who have requested the delivery of the paper copy, pursuant to the provisions of laws and regulations and the Articles of Incorporation of the Company. Therefore, the delivered paper copy is a part of the materials audited by Corporate Auditors and the Accounting Auditor in preparing their audit reports.
• If there are any revisions to the matters subject to measures for electronic provision, the details of the revisions will be posted on each website posting these matters.
• If there are any major changes to the operation of the meeting due to changes in the status of the novel coronavirus pandemic until the day of the meeting or other factors, the Company will post the details of the changes on the Company's website. (https://www.taiheiyo-cement.co.jp/english/)
• We are planning to distribute video streaming of a part of the meeting on the Company's website at a later date.
  Please understand in advance that we will be shooting a video for the video streaming in the meeting venue on the day of the meeting.

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(Translation)

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 Wednesday, June 28, 2023 (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 Wednesday, June 28, 2023 (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.)

• Thermometers will be placed at the entrance of the venue. Please be advised that those who have a fever may not be admitted to the venue.

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.

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(Translation)

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

35 yen per share of common stock of the Company, for a total amount of 4,108,770,645 yen.

The annual dividend per share for the term under review will amount to 70 yen, which includes an interim dividend already paid.

1. Effective Date of Dividends from surplus June 30, 2023

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(Translation)

Proposal No. 2: Election of Nine Directors

The term of office of all Nine Directors will expire at the close of this General Meeting of Stockholders. Accordingly, the election of nine Directors, including three Outside Directors, is proposed.

The candidates for Director are as follows.

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

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