Tokyo Ohka Kogyo : NOTICE OF THE CONVOCATION OF THE 94th ORDINARY GENERAL MEETING OF SHAREHOLDERS （181.94 KB）

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.

Securities Code: 4186 March 6, 2024 (Start date of measures for providing information in electronic format: February 28, 2024)

To Those Shareholders with Voting Rights

Noriaki Taneichi President and Representative Director

TOKYO OHKA KOGYO CO., LTD.

150 Nakamaruko, Nakahara-ku, Kawasaki, Kanagawa,

Japan

NOTICE OF THE CONVOCATION OF THE 94th ORDINARY GENERAL MEETING OF

SHAREHOLDERS

To all those who have been suffering from the 2024 Noto Peninsula Earthquake, we extend our deepest sympathies.

We hereby announce the 94th Ordinary General Meeting of Shareholders of TOKYO OHKA KOGYO CO., LTD. ("the Company"), which will be held as described below.

If you are unable to attend the meeting in person, please exercise your voting rights either in writing or by electronic means (via the Internet, etc.).

Please review the Reference Documents for the General Meeting of Shareholders, and exercise your voting rights by 5:30 p.m., Wednesday, March 27, 2024 (JST).

When convening this General Meeting of Shareholders, the Company takes measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which measures for providing information in electronic format are to be taken) in electronic format, and posts this information as "Notice of the Convocation of the 94th Ordinary General Meeting of Shareholders" on the Company's website. Please access the Company's website using the Internet address shown below to review the information.

Company's website: https://www.tok.co.jp/ir/shareholders/shm.html (in Japanese only)

In addition to posting items for which measures for providing information in electronic format are to be taken on the Company's website listed above, the Company also posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). To access this information from the latter website, access the TSE website (Listed Company Search) by using the Internet address given below, input the issue name (company name) or securities code, and click "Search," and then click "Basic information" and select "Documents for public inspection/PR information."

TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese only)

The General Meeting of Shareholders will be streamed live over the Internet so that participants can watch the events taking place on the day. For details, please refer to the separate "Guide to Live Streaming of the 94th Ordinary General Meeting of Shareholders (in Japanese only)," which is enclosed with this notice of convocation.

Exercise of Voting Rights in Writing

Please indicate your votes for or against the proposals on the enclosed Voting Rights Exercise Form and return it to the Company, ensuring that the form reaches us no later than the above voting deadline.

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Exercise of Voting Rights by Electronic Means (via the Internet, etc.)

Please review the "Guide for Exercising Voting Rights" and enter your approval or disapproval for each proposal no later than the above voting deadline.

1. Date and Time: Thursday, March 28, 2024 at 10:00 a.m. (JST)
2. Place:Meeting Room, 5F, Corporate Headquarters of the Company 150 Nakamaruko, Nakahara-ku, Kawasaki, Kanagawa, Japan
3. Agenda of the Meeting: Matters to be reported:
4. 1. The Business Report and the Consolidated Financial Statements for the 94th fiscal year (from January 1, 2023 to December 31, 2023) and results of audits by the Accounting Auditor and the Audit and Supervisory Committee of the Consolidated Financial Statements
   2. The Non-Consolidated Financial Statements for the 94th fiscal year (from January 1, 2023

to December 31, 2023)

Proposals to be resolved:

Proposal No. 1: Appropriation of Surplus

Proposal No. 2: Election of Six Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)

4. Matters Decided for the Convocation:

1. If you do not indicate your approval or disapproval for each proposal on your returned Voting Rights Exercise Form, we will treat it as if you indicated approval for each proposal.
2. If you exercise your voting rights by two different means, that is, by electronic means (via the Internet, etc.) as well as in writing, votes by electronic means (via the Internet, etc.) shall prevail.
3. If you exercise your voting rights by electronic means (via the Internet, etc.) more than once, your final votes shall prevail.

• For those attending the meeting, please present the enclosed Voting Rights Exercise Form at the reception desk on arrival.
• When it is necessary to modify the items for which measures for providing information in electronic format are to be taken, please understand that the items after modification will be shown on the website of the Company (https://www.tok.co.jp/) (in Japanese only) and the TSE website (Listed Company Search) (https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show) (in Japanese only).

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Guide for Exercising Voting Rights

Voting rights can be exercised using the following three methods.

[Attending the General Meeting of Shareholders]

Please hand in the enclosed Voting Rights Exercise Form at the reception desk.

Date and Time: Thursday, March 28, 2024 at 10:00 a.m. (JST)

Place:Meeting Room, 5F, Corporate Headquarters of the Company 150 Nakamaruko, Nakahara-ku, Kawasaki, Kanagawa, Japan

[Exercise of Voting Rights in Writing]

Please indicate your votes for or against the proposals on the enclosed Voting Rights Exercise Form and mail it without a stamp.

Deadline for exercising voting rights: 5:30 p.m., Wednesday, March 27, 2024 (JST)

[Exercise of Voting Rights via the Internet, etc.]

Please access the website for exercising voting rights (https://evote.tr.mufg.jp/) from personal computer or smartphone, enter the "login ID" and "temporary password" provided on the Voting Rights Exercise Form and then enter your vote for each proposal according to the instructions on the screen.

Deadline for exercising voting rights: 5:30 p.m., Wednesday, March 27, 2024 (JST)

Points to note when exercising the voting rights by electromagnetic means (via the Internet, etc.)

1. If you exercise your voting rights by two different means, that is, by electronic means (via the Internet, etc.) as well as in writing, votes by electronic means (via the Internet, etc.) shall prevail.
2. If you exercise your voting rights by electronic means (via the Internet, etc.) more than once, your final votes shall prevail.
3. To prevent people who are not shareholders (impostors) from illegally accessing the website and alteration of the content of your voting selections, we will ask shareholders who use the website to change their "temporary passwords" on the website for exercising voting rights.
4. You will be provided with a new "login ID" and "temporary password" each time a General Meeting of Shareholders is convened.

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Website to use for exercising voting rights

1. Exercise of voting rights via the Internet is possible by accessing the website designated by the Company exclusively for the purpose of exercising voting rights (https://evote.tr.mufg.jp/) via a personal computer or smartphone. (Access is unavailable between 2:00 a.m. and 5:00 a.m. (JST) every day.)
2. Depending on the Internet user environment, shareholders using personal computers or smartphones may not be able to exercise their voting rights via the website for exercising voting rights. For more details, please contact the Help Desk by telephone at the following number.
3. Costs arising from accessing the website for exercising voting rights (Internet access fees, communication charges, etc.) will be borne by the shareholder.

Electronic proxy voting platform

If you are nominee shareholders such as management trust banks (including standing proxy) and apply in advance for the use of the electronic proxy voting platform operated by ICJ, Inc., you may use such platform operated by ICJ, Inc.

For inquiries concerning systems, etc. please contact:

Mitsubishi UFJ Trust and Banking Corporation, Stock Transfer Agency Department (Help Desk) Tel: [phone] (Business hours: 9:00 a.m.-9:00 p.m. (JST) toll free)

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal No. 1: Appropriation of Surplus

Regarding the appropriation of surplus, the Company proposes as follows. Matters related to the year-end dividend:

The Company considers the return of its profits to shareholders an important managerial issue. The Company, in light of its financial condition and business performance from a long-term point of view, makes it its basic policy to carefully secure sufficient internal reserves for the enhancement of the corporate competitiveness and enlargement of its profit. On the other hand, the Company also makes it its basic policy to continue its payments of dividends with a consolidated DOE (dividend on equity ratio) of 4.0% as the target level of dividend payout, and flexibly acquire its own stock, to realize stable and continued return of profit.

Under this policy, with regard to the year-end dividend for the fiscal year, the Company proposes to pay ¥86 per share. This payment takes into account various factors, including the Company's business performance, and also reflects the Company's desire to reciprocate the consistent support of its shareholders.

Accordingly, including the interim dividend of ¥82 per share paid in September 2023, the annual dividend for the fiscal year is ¥168 per share.

1. Type of dividend property Cash
2. Matters related to distribution of dividend property to shareholders and the total amount ¥86 per common share of the Company Total amount: ¥3,479,548,476
3. Effective date of the distribution of surplus

March 29, 2024

Note: The Company conducted a 3-for-1 share split of common share on January 1, 2024. Since the record date for the year-end dividend above is December 31, 2023, the dividend will be paid based on the number of shares before adjustment due to this share split.

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Proposal No. 2: Election of Six Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)

The terms of office of all six Directors (excluding Directors who are Audit and Supervisory Committee Members; applicable to the rest of this proposal) will expire at the conclusion of this General Meeting of Shareholders.

Accordingly, the Company requests that six Directors be elected. The candidates for Director are as follows:

No.	Name	Current position	Current responsibility	Attributes
1	Noriaki Taneichi	Representative Director	Chief Executive Officer	[Re-election]
President
2	Harutoshi Sato	Director	-	[Re-election]
			Executive Officer
3	Yusuke Narumi	Director	Division Manager, New Business	[Re-election]
			Development Division
			Senior Managing Executive Officer
			Division Manager, Marketing
4	Kosuke Doi	Director	Division	[Re-election]
			Division Manager, Research and
			Development Division
			Executive Officer
5	Hirotaka Yamamoto	Director	Division Manager, Manufacturing	[Re-election]
			Division
6	Ayako Ikeda	-	-	[New election] [Outside]
[Independent Officer]

[The opinion of the Audit and Supervisory Committee]

The Audit and Supervisory Committee reviewed the decision-making process at the Nomination and Remuneration Advisory Committee regarding the election of Directors and their remuneration, and deliberated at the meeting. As a result, the Audit and Supervisory Committee has determined that the policy and decision-making process regarding the election of candidates are appropriate. In addition, the Audit and Supervisory Committee has determined that the basic policy and decision-making process for compensation, etc., are also appropriate.

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No.	Name	Career summary, position and responsibility at the Company,	Number of shares of
(Date of birth)		and significant concurrent positions	the Company held
		Apr. 1986	Joined the Company
		June 2009	General Manager, Marketing Development
			Department
	Noriaki Taneichi	June 2011	General Manager, New Business Development
		Department
	Male
	June 2015	Executive Officer; Deputy Division Manager,
	(November 23, 1962,
		New Business Development Division
	61 years old)
	June 2017	Director; Executive Officer; Division Manager,	84,000 shares
	[Re-election]
		New Business Development Division
1		Jan. 2019	Representative Director, President and Chief
		Executive Officer
			(to the present)
	Attendance at the meetings of
	the Board of Directors
	16 out of 16 (100%)
	Reasons for nomination as candidate for Director
	Since assuming the position of Representative Director, President and Chief Executive Officer, Mr. Noriaki Taneichi
	has led the management of the Group as its top executive and contributed to the Group's further development through
	the measures in the Medium- to Long-Term Plan. Thus, since the Company judges that Mr. Noriaki Taneichi can be
	expected to continue contributing to the management of the Company, it requests his election as a Director.
		Apr. 1984	Joined the Company
		Apr. 2004	General Manager, Quality Assurance
			Department
		Apr. 2007	General Manager, Advanced Material
			Development Department 2
		Apr. 2008	General Manager, Advanced Material
			Development Department 1
		June 2009	Executive Officer; Deputy Division Manager,
			Research and Development Division and
			General Manager, Advanced Material
	Harutoshi Sato		Development Department 3
	Male	June 2011	Executive Officer; Deputy Division Manager,
	(June 1, 1961, 62 years old)		Research and Development Division and
	[Re-election]		General Manager, Advanced Material	55,800 shares
			Development Department 1
		June 2012	Director; Executive Officer; Division Manager,
			Research and Development Division
2		June 2017	Director; Managing Executive Officer; Division
		Manager, Research and Development Division
		Mar. 2019	Director; Senior Managing Executive Officer;
			Division Manager, Research and Development
			Division
		Mar. 2022	Director
			(to the present)
	Attendance at the meetings of
	the Board of Directors
	16 out of 16 (100%)

Reasons for nomination as candidate for Director

Mr. Harutoshi Sato has held important positions in the Group, serving in such roles as representative at a U.S. subsidiary, person responsible for quality assurance, and person responsible for product development before assuming the position of Division Manager, Research and Development Division. Owing to this experience, he is well acquainted with the Company's business characteristics and customers and consequently possesses necessary and sufficient knowledge of such matters as important decision-making by the Board of Directors and supervision of duties executed by other Directors. Thus, since the Company judges that Mr. Harutoshi Sato can be expected to continue strengthening the supervisory function of the Board of Directors through his valuable advice to the management of the Company, it requests his election as a Non-executive Director.

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No.	Name	Career summary, position and responsibility at the Company,	Number of shares of
(Date of birth)		and significant concurrent positions	the Company held
		Apr. 1988	Joined the Company
		June 2012	General Manager, Marketing Department
		Jan. 2019	General Manager, Display and PV Panel
	Yusuke Narumi		Material Marketing Department
	Male	Apr. 2019	General Manager, Imaging Material Marketing
	(December 2, 1965,		Department
	58 years old)	Mar. 2020	Executive Officer; Division Manager, New	25,434 shares
	[Re-election]		Business Development Division
		Mar. 2021	Director; Executive Officer; Division Manager,
			New Business Development Division
3			(to the present)
Attendance at the meetings of
	the Board of Directors
	16 out of 16 (100%)
	Reasons for nomination as candidate for Director
	Mr. Yusuke Narumi has held important positions in the Group, serving in such roles as representative at the Chinese
	office, person responsible for sales and marketing of mainstay products before assuming the position of Division
	Manager, New Business Development Division. Owing to this experience, he is well versed in not only the Company's
	existing business areas, but also in new business areas, and consequently possesses necessary and sufficient knowledge
	of such matters as important decision-making by the Board of Directors and supervision of duties executed by other
	Directors. Thus, since the Company judges that Mr. Yusuke Narumi can be expected to continue contributing to the
	management of the Company, it requests his election as a Director.
		Apr. 1986	Joined the Company
		June 2009	General Manager, Advanced Material
			Development Department 1
		June 2011	President and Director of TOKYO OHKA
			KOGYO AMERICA, INC.
		June 2016	Executive Officer of the Company (President
			and Director of TOKYO OHKA KOGYO
			AMERICA, INC.)
	Kosuke Doi	Jan. 2019	Executive Officer; Division Manager, New
		Business Development Division
	Male
	Mar. 2020	Managing Executive Officer; Division
	(May 10, 1962, 61 years old)
		Manager, Marketing Division
	[Re-election]		38,124 shares
	Mar. 2022	Director; Managing Executive Officer;
			Division Manager, Marketing Division and
			Division Manager, Research and Development
			Division
4		Mar. 2023	Director; Senior Managing Executive Officer;
			Division Manager, Marketing Division and
			Division Manager, Research and Development
			Division
			(to the present)
	Attendance at the meetings of
	the Board of Directors
	16 out of 16 (100%)

Reasons for nomination as candidate for Director

Mr. Kosuke Doi has held important positions in the Group, serving in such roles as President and Director of a U.S. subsidiary, Division Manager of the New Business Development Division, Division Manager of the Marketing Division, and Division Manager of the Research and Development Division. Owing to this experience, he is well versed in not only the Company's existing business areas but also in new business areas. He is well acquainted with the Company's business characteristics and customers, and possesses the necessary and sufficient knowledge of such matters as important decision-making by the Board of Directors and supervision of duties executed by other Directors. Thus, since the Company judges that Mr. Kosuke Doi can be expected to continue contributing to the management of the Company, it requests his election as a Director.

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No.	Name	Career summary, position and responsibility at the Company,	Number of shares of
(Date of birth)		and significant concurrent positions	the Company held
		Apr. 1992	Joined the Company
		Feb. 2013	Plant General Manager of TOK ADVANCED
			MATERIALS CO., LTD.
	Hirotaka Yamamoto	Mar. 2019	Deputy Division Manager, Corporate Planning
	Male		Division of the Company
	(January 14, 1970, 54 years old)	Mar. 2020	Executive Officer; Division Manager,
	[Re-election]		Corporate Planning Division	19,461 shares
		Mar. 2023	Director; Executive Officer; Division Manager,
			Manufacturing Division
			(to the present)
5	Attendance at the meetings of
the Board of Directors
	12 out of 12 (100%)
	Reasons for nomination as candidate for Director
	Mr. Hirotaka Yamamoto has held important positions in the Group, serving in such roles as representative at a U.S.
	subsidiary and Plant General Manager of the Korean subsidiary before assuming the positions of Division Manager,
	Corporate Planning Division and Division Manager, Manufacturing Division, and worked as a person responsible for
	the development of the Group's Medium- to Long-Term Plan. Owing to this experience, he is well acquainted with the
	Company's business strategy and business characteristics and possesses necessary and sufficient knowledge of such
	matters as important decision-making by the Board of Directors and supervision of duties executed by other Directors.
	Thus, since the Company judges that Mr. Hirotaka Yamamoto can be expected to continue contributing to the
	management of the Company, it requests his election as a Director.

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No.	Name	Career summary, position and responsibility at the Company,	Number of shares of
(Date of birth)		and significant concurrent positions	the Company held
		Apr. 1984	Registered as attorney and affiliated with the
			Daini Tokyo Bar Association
			Harago Law Offices (currently Harago &
			Partners Law Offices)
		Jan. 1990	Steptoe & Johnson LLP, USA
		Apr. 1991	Bar admitted in New York
		Sept. 1992	Hamada & Matsumoto (currently Mori Hamada
			& Matsumoto)
			(to the present)
	Ayako Ikeda	Apr. 2002	Professor at The Legal Training and Research
	Female		Institute of Japan (in charge of defense in civil
	(December 5, 1959,		cases)
	64 years old)	Apr. 2006	Deputy Secretary General of Japan Federation
	[New election]		of Bar Associations	0 shares
	[Outside Director]	Apr. 2015	Executive Director of Japan Federation of Bar
	[Independent Officer]		Associations
			Vice President of Daini Tokyo Bar Association
		June 2021	Director (Audit & Supervisory Committee
6			Member) of Tokai Tokyo Financial Holdings,
		Inc.
			(to the present)
		(Significant concurrent positions)
		Senior Counsel at Mori Hamada & Matsumoto
		Director (Audit & Supervisory Committee Member) of Tokai
		Tokyo Financial Holdings, Inc.
	Attendance at the meetings of
	the Board of Directors
	0 out of 0 (0%)

Reasons for nomination as candidate for Outside Director and overview of the role expected

Although she does not have experience of being involved in corporate management directly by any method other than being an outside officer in the past, the election of Ms. Ayako Ikeda as Outside Director is proposed to request her supervision of the Company's management from an objective and professional point of view based on her extensive experience, broad insight and expertise developed through her professional career as a legal expert. Moreover, as Ms. Ayako Ikeda can be expected to contribute to enhancement of the corporate governance with her advice on the general management of the Company while providing a supervisory function for the decision-making process for the nomination of candidates for officers of the Company and officer remuneration, etc. as member of the Nomination and Remuneration Advisory Committee from an objective and neutral point of view, the Company newly requests her election as an Outside Director.

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