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: 8097
June 6, 2023
To our shareholders:
Hiroshi Hayata
Representative Director, President
SAN-AI OBBLI CO., LTD.
(Location of the Main Office)5-22-5 Higashioi, Shinagawa-ku, Tokyo, Japan(Head Office)2-3-2 Otemachi, Chiyoda-ku, Tokyo, Japan

Notice of the 92nd Annual General Meeting of Shareholders
You will be notified of the 92nd Annual General Meeting of Shareholders of SAN-AI OBBLI CO., LTD. (the“Company”), which will be held as indicated below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (matters for whichmeasures for providing information in electronic format are to be taken) in electronic format, and has posted theinformation on the Company’s website. Please access the following website to view the information.
The Company website:
https://www.san-ai-obbli.com/en/(From the above website, select “IR Documents.”)
In addition to the Company’s website, the matters subject to measures for electronic provision are also posted on thewebsite of the Tokyo Stock Exchange (TSE). Please access the information as explained below.
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Access the TSE website by using the internet address shown above, enter “SAN-AI OBBLI” in “Issue name(company name)” or the Company’s securities code “8097” in “Code,” and click “Search.” Then, click “Basic
information” and select “Documents for public inspection/PR information.” Under “Filed information available forpublic inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /Informational
Materials for a General Shareholders Meeting].”)If you do not attend the meeting in person, you may exercise your voting rights via the internet or in writing (bymail). Please review the Reference Documents for General Meeting of Shareholders before exercising your voting
rights by 5.40 p.m. on Tuesday, June 27, 2023 (JST).
1. Date and Time: Wednesday, June 28, 2023, at 10:00 a.m. (JST)
2. Venue:
10th floor, Company Conference Room, Otemachi Place East Tower
2-3-2 Otemachi, Chiyoda-ku, Tokyo, Japan
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 92nd fiscal year (from April 1, 2022
to March 31, 2023), and the results of audits of the Consolidated Financial Statements by the Financial
Auditor and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 92nd fiscal year (from April 1, 2022 to March 31, 2023)-1-

Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Eight Directors
Proposal No. 3
Election of One Audit & Supervisory Board Member
Proposal No. 4
Revision of Amount of Remuneration for Outside Directors and Outside Audit &Supervisory Board Members
4. Guidance on Exercising Voting Rights, etc.
Please refer to the “Guidance on Exercising Voting Rights,” “Guidance for Filling in the Voting Form” on page 3
and the “Guidance on Exercising Voting Rights via the Internet, etc.” on page 4.
If there is no indication of approval or disapproval of a proposal on the voting form if you exercise your voting
rights in writing (by mail), it shall be deemed that you have indicated your approval of the proposal.
5. Matters Concerning Request for Delivery of Paper-Based Documents
We will send paper-based documents that contain the matters subject to measures for electronic provision toshareholders who have requested delivery of paper-based documents. However, pursuant to the relevant laws andregulations and the provisions of Article 14 of the Company’s Articles of Incorporation, “Notes to theConsolidated Financial Statements” and “Notes to the Non-consolidated Financial Statements” are not includedin these documents.
Accordingly, these documents consist of part of the Consolidated Financial Statements and Non-consolidated
Financial Statements that were audited by the Audit & Supervisory Board Members and the Financial Auditor in
preparing the Audit Reports.



When attending the meeting in person, please hand in the voting form at the reception desk.
If revisions to the matters 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 Company’s website and the TSE website.

-2-

Guidance on Exercising Voting Rights
The voting rights at the Annual General Meeting of Shareholders are the important rights of all shareholders.
Please review the Reference Documents for General Meeting of Shareholders, and exercise your voting rights.
Voting rights can be exercised in the following three ways.
Attending the Meeting
Please hand in the voting form at the reception desk.
Date and Time:
Wednesday, June 28, 2023, at 10:00 a.m. (JST)Voting in Writing (by Mail)
Please indicate your approval or disapproval of each proposal on the voting form and post it.
Voting deadline:
To be received no later than 5:40 p.m., Tuesday, June 27, 2023
Voting via the Internet, etc.
Follow the instructions on the next page to indicate your approval or disapproval of each proposal.
Voting deadline:
To be completed no later than 5:40 p.m., Tuesday, June 27, 2023

Guidance for Filling in the Voting Form
Please indicate your approval or disapproval to each proposal.
Proposals No. 1, 3 and 4
 If you approve:
Mark a ○ in the box marked “賛” If you disapprove:
Mark a ○ in the box marked “否”
Proposal No. 2
 If you approve all candidates:
Mark a ○ in the box marked “賛” If you disapprove all candidates:
Mark a ○ in the box marked “否”
 If you selectively veto certain candidates:
Mark a ○ in the box marked “賛” and write the number of each candidate you choose to veto.
**

If you exercise your voting rights via the internet, etc. more than once, the last exercise shall be treated as valid.
If you exercise your voting rights both in writing (by postal mail) and via the internet etc., only the vote placed
via the internet, etc. shall be deemed to be valid.

-3-

Guidance on Exercising Voting Rights via the Internet, etc.

Scanning the QR Code “Smart Vote”
You can simply log in to the voting website without entering your voting code and password.
(i) Please scan the QR Code printed on the lower right-hand side of the voting form.
* “QR Code” is a registered trademark of DENSO WAVE INCORPORATED.

(ii) Next, follow the instructions on the screen to indicate your approval or disapproval of each proposal.
Please note that exercising voting rights by using “Smart Vote” method is available only once.
If you need to change your votes after exercising your voting rights, please log in to the voting website for PC byusing your voting code and password printed on the voting form, and exercise your voting rights again.
*
If you rescan the QR Code, you can access the voting website for PC.

Entering Voting Code and Password
Voting website: https://www.web54.net (in Japanese)(i) Access the voting website.
Click “Next.”(ii) Enter the “voting rights exercise code” which is provided on your voting form.
Enter the “voting rights exercise code.”
Click “Login.”(iii) Enter the “password” which is provided on your voting form.
Enter the “password.”
Enter the new password that you will actually use.
Click “Register.”(iv) Next, follow the instructions on the screen to indicate your approval or disapproval of each proposal.

In case you need instructions for how to operate your personal computer or smartphone in order to exercise
your voting rights via the internet, please contact:
Sumitomo Mitsui Trust Bank, Limited Stock Transfer Web Support Phone No.
Toll-free (within Japan): 0120-652-031 (9:00 a.m. to 9:00 p.m.) (JST)You may use the Electronic Voting Platform for Institutional Investors operated by ICJ Inc., as a method of exercising
your voting rights.

-4-

Reference Documents for General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows:
Year-end dividends
In the mid-term business plan from FY 2021 to FY 2023, the Company has set investing more efficiently andexpanding returns to shareholders as key management issues, as we aim to become a corporate group that continues
to grow, with the goal of achieving a consolidated ROE of 8% or above and a consolidated dividend payout ratio of
30% or above in FY 2023.
In accordance with this policy, the Company proposes to pay a year-end dividend for the 92nd fiscal year of ¥36 percommon share.
Type of dividend property
Cash
Allotment of dividend property and total amount to be paid
¥36 per common share of the Company (ordinary dividend)
Total amount: ¥2,410,750,692
Since the Company has already paid an interim dividend (ordinary dividend of ¥19) during the fiscal year ended
March 31, 2023, the annual dividend will be ¥55 per share (ordinary dividend), which is ¥15 higher than for theprevious fiscal year.
Effective date of dividends of surplus
June 29, 2023

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Proposal No. 2

Election of Eight Directors

At the conclusion of this meeting, the terms of office of all seven Directors will expire. Therefore, in order tostrengthen the management structure, the Company proposes an increase of one in the number of Directors with theelection of eight Directors (including three outside Directors).
The candidates for Director are as follows:
Candidate
No.

Name

1

Jun Kaneda

2

Hiroshi Hayata

3

Naoto Ohnuma

4Takashi Satoh5

Kohichiroh Ishii

6

Keiko Unotoro

7

Yoji Ninomiya

8Hisayasu Suzuki

Reelection
New election
OutsideIndependent

Current position and responsibility in the Company

Representative Director, Chairman of the Board
Representative Director, President and Executive
Officer
Director, Senior Managing Executive Officer
In charge of General Accounting Department,
Corporate Planning Department, and Information
Technologies Department
Executive Officer
In charge of Human Resources & General Affairs
Department, Legal & Credit Department, andSustainability Promotion Department
General Manager of Human Resources & General
Affairs Department and Legal & Credit Department
Executive Officer
In charge of LPG Division
General Manager of LPG Division and LPG Sales
Department

Reelection
Reelection
Reelection

New election

New election
Reelection
OutsideIndependent
New election
OutsideIndependent
New election
OutsideIndependent

Director

Candidate for Director to be reelected
Candidate for Director to be newly elected
Candidate for outside Director
Independent officer as defined by the Tokyo Stock Exchange-6-Candidate
No.

Name
(Date of birth)
Jun Kaneda(September 24, 1948)

12

Reelection

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Oct. 1972
June 2001
Apr. 2004
June 2007
June 2017

Joined the Company
Director
Managing Director
Representative Director, President
Representative Director, Chairman of the Board(current position)

Number of theCompany’s shares
owned

40,000 shares[Reasons for nomination as candidate for Director]
Mr. Kaneda has broad insight into corporate management and is currently serving as Representative Director, Chairmanof the Board of the Company, demonstrating executive ability and leadership, and contributing to businessdevelopment. Therefore, the Company proposes his reelection as Director.
Mar. 1986
Joined the Company
June 2017
Full-time Audit & Supervisory Board Member
June 2020
Executive Officer
In charge of Energy Solution Business Division
General Manager of Energy Solution Business
Department
Hiroshi Hayata
In charge of Chemical Products Business(March 17, 1963)
Division
10,673 shares
General Manager of Chemical Products
Reelection
Business Department
Apr. 2022
Managing Executive Officer
June 2022
Director
Apr. 2023
Representative Director, President (current
position)
President, Executive Officer (current position)[Reasons for nomination as candidate for Director]
Following on from his positions as Full-time Audit & Supervisory Board Member and Managing Executive Officer incharge of Energy Solution Business Division and in charge of Chemical Products Business Division, Mr. Hayata has
been demonstrating leadership as Representative Director, President and Executive Officer since April 2023,
contributing to business development. Therefore, the Company proposes his reelection as Director.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1980
Apr. 2008
Apr. 2013
Apr. 2015
June 2017

Naoto Ohnuma(May 13, 1957)
Reelection

June 20193
June 2020
Apr. 2022

4

Joined Mitsubishi Corporation
General Manager of Chemicals Group
Administration Dept.
Administrative Officer, General Manager of
Living Essentials Group Administration Dept.
Administrative Officer, General Manager ofInternal Audit Dept.
Director, Managing Executive Officer
In charge of Accounting & Finance, General
Affairs and Human Resources Departments of
ITOHAM YONEKYU HOLDINGS INC.
Managing Director of the Company
In charge of General Accounting Department,
Corporate Planning Department, andInformation Technologies Department (current
position)
Director (current position)
Managing Executive Officer
Senior Managing Executive Officer (current
position)

Number of theCompany’s shares
owned

8,582 shares[Reasons for nomination as candidate for Director]
Mr. Ohnuma has served in positions such as General Manager of the Chemicals Group Administration Dept.,
Administrative Officer, General Manager of the Living Essentials Group Administration Dept. and Administrative
Officer, General Manager of Internal Audit Dept. of Mitsubishi Corporation, and then served as Director, Managing
Executive Officer in charge of Accounting & Finance, General Affairs and Human Resources Departments of ITOHAMYONEKYU HOLDINGS INC. He is therefore well versed in the accounting & finance and administration fields. He iscurrently serving as Director, Senior Managing Executive Officer in charge of the General Accounting Department,
Corporate Planning Department, and Information Technologies Department of the Company, contributing to businessdevelopment, and has a wealth of experience and high-level insight. Therefore, the Company proposes his reelection as
Director.
Mar. 1987
Joined the Company
Oct. 2015
General Manager of Human Resources &General Affairs Department (current position)
June 2018
Director
In charge of Human Resources & General
Affairs Department, General Accounting
Department, Legal & Credit Department,
Information Technologies Department, andCSR Promotion Department (currently
Takashi Satoh
Sustainability Promotion Department)(August 9, 1963)
7,485 shares
General Manager of CSR Promotion
Department (currently Sustainability Promotion
New election
Department)
June 2019
In charge of Human Resources & General
Affairs Department, Legal & Credit
Department, and CSR Promotion Department(current position)
June 2020
Executive Officer (current position)
General Manager of Legal & Credit
Department (current position)[Reasons for nomination as candidate for Director]
Mr. Satoh is currently serving as Executive Officer in charge of the Human Resources & General Affairs Department,
the Legal & Credit Department, and the Sustainability Promotion Department of the Company, contributing to businessdevelopment, and has a wealth of experience and broad insight in administration and operation of the Human Resources& General Affairs Department. Therefore, the Company deems he is suitable as Director, and proposes his election as
Director.

-8-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Mar. 1991
June 2013

June 2015
June 2017
Kohichiroh Ishii(June 6, 1968)
New election
5

May 2020
Apr. 2022

Joined the Company
Representative Director, and President ofNishimura Co., Ltd. (currently SAN-AI OBBLIGAS SANSHIN CO., LTD.)
Deputy Manager, LPG Division, LPG Sales
Department of the Company
Representative Director and President of SANAI OBBLI GAS KYUSHU CO., LTD.
Representative Director and President of SANAI GAS SERVICE CO., LTD. (currently SANAI OBBLI GAS SERVICE KYUSHU CO.,LTD.)
General Manager of LPG Sales Department of
the Company (current position)
Executive Officer (current position)
In charge of LPG Division (current position)
General Manager of LPG Division (current
position)

Number of theCompany’s shares
owned

4,417 shares[Reasons for nomination as candidate for Director]
Following on from his position as Representative Director and President of Nishimura Co., Ltd. and Representative
Director and President of SAN-AI OBBLI GAS KYUSHU CO., LTD., Mr. Ishii is currently serving as Executive
Officer in charge of the LPG Division, contributing to business development, and has a wealth of experience and broad
insight in the LP gas business. Therefore, the Company deems he is suitable as Director, and proposes his election as
Director.

-9-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1977

6

Number of theCompany’s shares
ownedJoined Secretariat of Japan Fair Trade
Commission
Apr. 2000
Part-time lecturer of Graduate School of
Economics of Senshu University (current
position)Jan. 2007
Director General of Trade Practices
Department, General Secretariat of Japan Fair
Trade Commission
June 2008
Senior Deputy Secretary General of Secretariat
Jan. 2011
Director General of Economic Affairs Bureau
Nov. 2012
Advisor of OH-EBASHI LPC & PARTNERS(current position)
Apr. 2013
Professor of Faculty of Business Administration
Keiko Unotoroof Toyo Gakuen University(October 26, 1954)
June 2013
Outside Director of Olympus Corporation
1,900 sharesMar. 2015
Member of the Board (outside) of Bridgestone
Reelection
Corporation
OutsideJune
2019
Directorof the Company (current position)
Independent
Apr. 2020
Outside Director of OS Co., Ltd. (current
position)Aug. 2020
Outside Director of OHBA CO., LTD. (current
position)Jan. 2021
Member of Public Security Examination
Commission (current position)
Mar. 2021
Outside Director of Frontier Management Inc.
(current position)[Significant concurrent positions outside the Company]
Outside Director of OS Co., Ltd.
Outside Director of OHBA CO., LTD.
Outside Director of Frontier Management Inc.
Member of Public Security Examination Commission[Reasons for nomination as candidate for outside Director, and overview of expected role]
Ms. Unotoro has been involved in the economic and legal fields for many years at the Japan Fair Trade Commission,and has subsequently accumulated high-level insight and a wealth of experience cultivated in these positions that she
has used to provide timely and useful recommendations and proposals in deliberations on agenda items at meetings of
the Company’s Board of Directors. The Company expects that she will continue to apply her high-level insight andwealth of experience to appropriately supervise the decision-making of the Company’s Board of Directors and theexecution of duties by Directors. Therefore, the Company proposes her reelection as outside Director. Furthermore,
upon her election as outside Director, the Company intends to have her objectively and from a neutral position be
involved in the determination of remuneration for directors and other officers, and the selection of candidates for
directors and officers of the Company, as a member of the Nomination and Remuneration Advisory Committee.

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Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1975
May 1986

7

Number of theCompany’s shares
ownedJoined Ministry of FinanceFirst Secretary, Embassy of Japan in Singapore,
Ministry of Foreign Affairs
July 1990
General Manager, Finance Department, Kinki
Local Finance Bureau
July 1993
Director for Banking Division, Bank Bureau
July 1997
Director for Special Finance Division, Bank
BureauJuly 1999
Director-General of Hokkaido Local Finance
BureauJuly 2001
Counselor of the Minister’s Secretariat
Yoji Ninomiya
July 2002
Director-General of Kobe Customs(March 23, 1951)
July 2003
Assistant Vice-Minister of Minister’s
Secretariat, Ministry of Land, Infrastructure,
0 shares
New election
Transport and Tourism
OutsideJune 2005
Executive Trustee of The Open University of
Independent
Japan Foundation
Oct. 2008
Senior Executive Director of Japan Finance
Organization for Municipal Enterprises(currently Japan Finance Organization for
Municipalities)
June 2011
Full-Time Audit & Supervisory Board Memberof TSI HOLDINGS CO., LTD.
June 2014
Representative Director and President of THE
SAGA KYOEI BANK, LTD. (current position)[Significant concurrent positions outside the Company]
Representative Director and President of THE SAGA KYOEIBANK, LTD.
[Reasons for nomination as candidate for outside Director, and overview of expected role]
Mr. Ninomiya has high-level insight and wealth of experience cultivated through many years of working in the field offinance, including at the Ministry of Finance, and his current position as Representative Director and President of THE
SAGA KYOEI BANK, LTD. The Company expects that he will apply his high-level insight and wealth of experience toappropriately supervise the decision-making of the Company’s Board of Directors and the execution of duties byDirectors. Therefore, the Company proposes his election as outside Director. Furthermore, upon his election as outside
Director, the Company intends to have him objectively and from a neutral position be involved in the determination of
remuneration for directors and other officers, and the selection of candidates for directors and officers of the Company,
as a member of the Nomination and Remuneration Advisory Committee.

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Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1975

8

Notes:

Number of theCompany’s shares
ownedJoined Ministry of Transport (currently
Ministry of Land, Infrastructure, Transport andTourism)
July 2006
Director General of Civil Aviation Bureau,
Ministry of Land, Infrastructure, Transport andTourism
Hisayasu Suzuki
July 2009
Japan Coast Guard Commandant(March 31, 1953)
Jan. 2014
Senior Managing Executive Officer, Japan0 shares
Airport Terminal Co., Ltd.
New election
June 2014
Member of the Board of Directors, Executive
OutsideVice President and Executive Officer
Independent
June 2015
Representative Director, Executive Vice
President and Executive Officer (current
position)[Significant concurrent positions outside the Company]
Representative Director, Executive Vice President andExecutive Officer of Japan Airport Terminal Co., Ltd.
[Reasons for nomination as candidate for outside Director, and overview of expected role]
Mr. Suzuki has high-level insight and wealth of experience cultivated through key positions such as Director General of
the Civil Aviation Bureau and Japan Coast Guard Commandant at the Ministry of Land, Infrastructure, Transport andTourism in addition to serving as Representative Director, Executive Vice President of Japan Airport Terminal Co., Ltd.
The Company expects that he will apply his high-level insight and wealth of experience to appropriately supervise thedecision-making of the Company’s Board of Directors and the execution of duties by Directors. Therefore, theCompany proposes his election as outside Director. Furthermore, upon his election as outside Director, the Company
intends to have him objectively and from a neutral position be involved in the determination of remuneration for
directors and other officers, and the selection of candidates for directors and officers of the Company, as a member of
the Nomination and Remuneration Advisory Committee.
1. The special interest between each of the above candidates and the Company is as described below.
(1) Yoji Ninomiya is Representative Director and President of THE SAGA KYOEI BANK, LTD. There are borrowing
transactions between SAGA GAS CO., LTD., a subsidiary of the Company, and the Bank. The amount borrowed fromthe Bank was less than 0.2% of the Company’s total consolidated assets in each of the past three business years, andis not deemed to affect the independence of the outside Director.
(2) Hisayasu Suzuki is Representative Director, Executive Vice President of Japan Airport Terminal Co., Ltd., and there
are transactions related mostly to office rental between the Company and the Japan Airport Terminal group. The
amount of the transactions with the Japan Airport Terminal group was less than 0.2% of the consolidated net sales of
the Company and Japan Airport Terminal in each of the past three business years. In addition, there is a shareholding
relationship between the Company and Japan Airport Terminal. However, the shareholding of Japan Airport Terminalin the Company and the shareholding of the Company in Japan Airport Terminal are both minimal at less than 1%,
and these shareholdings are not deemed to affect the independence of the outside Director.
(3) There is no special interest between any of the other above candidates and the Company.
2. Matters related to candidates for outside Directors are as follows:(1) Keiko Unotoro, Yoji Ninomiya, and Hisayasu Suzuki are candidates for outside Directors.
(2) The term of office of Keiko Unotoro as outside Director of the Company will be four years at the conclusion of thismeeting.
(3) The Company has entered into limited liability agreement with Ms. Unotoro, pursuant to the provisions of Article
427, paragraph (1) of the Companies Act and the Company’s Articles of Incorporation. If her reelection is approved,
the Company plans to renew the limited liability agreement with her. The outline of the agreement is to limit liability
for compensation of damages incurred due to negligence of duties provided for under Article 423, paragraph (1) of
the Companies Act to the amount of ¥3 million, or the minimum liability amount provided for under Article 425,
paragraph (1) of the Companies Act, whichever is higher.
(4) If the elections of Yoji Ninomiya and Hisayasu Suzuki are approved, the Company plans to enter a limited liability
agreement with each of them pursuant to the provisions of Article 427, paragraph (1) of the Companies Act and theCompany’s Articles of Incorporation. The outline of the agreement is to limit liability for compensation of damages
incurred due to negligence of duties provided for under Article 423, paragraph (1) of the Companies Act to the amountof ¥3 million, or the minimum liability amount provided for under Article 425, paragraph (1) of the Companies Act,
whichever is higher.

- 12 -

(5) The Company has submitted notification to the Tokyo Stock Exchange that Ms. Unotoro has been designated as anindependent officer as provided for by the aforementioned exchange. If the reelection of Ms. Unotoro is approved,
the Company plans for her appointment as an independent officer to continue.
(6) If the elections of Yoji Ninomiya and Hisayasu Suzuki are approved, the Company plans to submit notification to theTokyo Stock Exchange that they are designated as independent officers as provided for by the aforementioned
exchange.
3. The Company has entered into directors and officers liability insurance policy with an insurance company, as provided
for in Article 430-3, paragraph (1) of the Companies Act. This policy covers damages arising from liability borne by the
insured, which includes Directors of the Company, in the course of the execution of their duties or claims pertaining to
the pursuit of such liability. However, there are certain grounds for exemptions, such as no coverage provided for damages
arising from actions that are done with the acknowledgement that such actions are in violation of laws and regulations. If
all of the candidates are elected and assume office as Director, they will be the insured in this policy. Furthermore, theCompany plans to renew this policy on July 1, 2023, which is during the terms of office of the candidates.

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Proposal No. 3

Election of One Audit & Supervisory Board Member

Hirobumi Kawano retired on September 26, 2022. Therefore, the Company proposes the election of one Audit &Supervisory Board Member. In addition, the consent of the Audit & Supervisory Board has been obtained for this
proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary and position in the Company, and significant
concurrent positions outside the Company
Apr. 1976

Number of theCompany’s shares
ownedJoined the Ministry of International Trade andIndustry (currently Ministry of Economy, Trade andIndustry)
June 1995
Director, Petroleum Distribution and Retail Division,
Agency for Natural Resources and Energy
Oct. 2006
Deputy Commissioner, Small and Medium
Enterprise Policy, Small and Medium Enterprise
AgencyJuly 2007
Member of Board of Nippon Export and Investment
Insurance
Fumihiko Kato
(February 14, 1953)
Aug. 2011
Advisor of NIPPON LIFE INSURANCECOMPANY
0 shares
New election
Feb. 2013
Ambassador Extraordinary and Plenipotentiary to
OutsideUzbekistan
Independent
Jan. 2017Managing Director of National Federation Petroleum
Commercial Associations
Director of National Federation Petroleum
Cooperative Associations
June 2017
Vice Chairman, Executive Director of National
Federation Petroleum Commercial Associations(scheduled to retire in June 2023)
Vice Chairman, Director of National Federation
Petroleum Cooperative Associations (scheduled toretire in June 2023)[Reasons for nomination as candidate for outside Audit & Supervisory Board Member]
Mr. Kato has a wealth of experience and high-level insight primarily in the field of natural resources and energy, including working
in the field of trade and energy at the Ministry of Economy, Trade and Industry and subsequently serving as Vice Chairman of
National Federation Petroleum Commercial Associations. Therefore, the Company deems that he will be able to sufficiently fulfill
his responsibilities as an outside Audit & Supervisory Board Member, and proposes his election.
Notes: 1. There is no special interest between the above candidate and the Company.
2. Matters related to the candidate for outside Audit & Supervisory Board Member are as follows:(1) Fumihiko Kato is a candidate for outside Audit & Supervisory Board Member.
(2) If the election of Fumihiko Kato is approved, the Company plans to enter a limited liability agreement with him
pursuant to the provisions of Article 427, paragraph (1) of the Companies Act and the Company’s Articles ofIncorporation. The outline of the agreement is to limit liability for compensation of damages incurred due tonegligence of duties provided for under Article 423, paragraph (1) of the Companies Act to the amount of ¥3 million,or the minimum liability amount provided for under Article 425, paragraph (1) of the Companies Act, whichever ishigher.
(3) If the election of Fumihiko Kato is approved, the Company plans to submit notification to the Tokyo Stock Exchangethat he is designated as an independent officer as provided for by the aforementioned exchange.
3. The Company has entered into directors and officers liability insurance policy with an insurance company, as provided
for in Article 430-3, paragraph (1) of the Companies Act. This policy covers damages arising from liability borne by the
insured, which includes Audit & Supervisory Board Members of the Company, in the course of the execution of theirduties or claims pertaining to the pursuit of such liability. However, there are certain grounds for exemptions, such as nocoverage provided for damages arising from actions that are done with the acknowledgement that such actions are inviolation of laws and regulations. If the candidate is elected and assumes office as Audit & Supervisory Board Member,
he will be the insured in this policy. Furthermore, the Company plans to renew this policy on July 1, 2023, which is during
the term of office of the candidate.

- 14 -

(Reference) Skill Matrix of Directors and Audit & Supervisory Board Members
The Company’s Board of Directors comprises the number of Directors in accordance with business strategies, taking
into consideration the balance between knowledge, experience and skills of the Board of Directors as a whole. Listed
in the skill matrix below are the knowledge, experience, skills, etc. if Proposal No. 2 and Proposal No. 3 are approved
as proposed.

*

Legal andFinance,
Risk
Accounting
Management and Money

Industry
Knowledge

Sales andMarketing

Personnel,
Labor and
Human
Resource
Development

Name

Position

Corporate
Management

Jun Kaneda

Representative
Director, Chairmanof the Board

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HiroshiHayataRepresentative
Director, President
and Executive
Officer

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Naoto
OhnumaDirector, Senior
Managing
Executive Officer●●

Takashi SatohDirector,
Executive Officer

Kohichiroh
Ishii

Director,
Executive Officer

Keiko
UnotoroOutside Director

Yoji
Ninomiya

Outside Director●●

Hisayasu
Suzuki

Outside Director

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Atsushi Ueno

Full-time Audit &Supervisory Board
Member●●JunichiMatsumura

Full-time Audit &Supervisory Board
Member●●KantaroToyoizumi

Outside Audit &Supervisory Board
Member

Hidetoshi
WatanabeOutside Audit &Supervisory Board
MemberFumihiko
Kato

Outside Audit &Supervisory Board
Member

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ESG

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The above listed contents do not indicate the full knowledge and experience that each person has.

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(Reference) Independence Standards for Outside Officers
The Company deems outside officers to be independent when none of the following apply, either currently or for the
past three years.
1. Individuals whose principal business partner is the Company or its subsidiary (refers to individuals who havereceived payment from the Company or its subsidiaries amounting to 2% or more of consolidated turnover inany of the past three business years of the relevant individual) or persons who execute the relevant business(“executives”)
2. Individuals whose principal business partner is the Company or its subsidiary (refers to individuals who havemade payments to the Company or its subsidiaries amounting to 2% or more of consolidated net sales in any ofthe past three business years of the relevant individual) or persons who execute the relevant business(“executives”)
3. A principal lender to the Company or its subsidiaries (refers to a lender where the amount of borrowings fromthe relevant lender at the end of any of the past three business years exceeds 2% of total consolidated assets) or
persons who execute the relevant business (“executives”)
4. Individuals who have received donations that exceed ¥10 million or 2% of the total income of the relevant personfrom the Company or its subsidiaries in any of the past three business years (where the entity that received therelevant donation is an organization, such as a corporation or a union, etc., refers to individuals who belong to
the relevant organization)
5. Consultants, accounting experts or legal professionals who have received more than ¥10 million in cash or otherassets from the Company or its subsidiaries in any of the past three business years, beyond remuneration as an
officer (where the entity that acquired the relevant assets is an organization, such as a corporation or a union,etc., refers to individuals who belong to the relevant organization)
6. Main shareholders of the Company (refers to shareholders with 10% or more of voting rights) or persons who
execute the relevant business (“executives”)
7. A relative within the second degree of kinship with persons who execute business (“executives”) of the Company
or its subsidiaries (excluding persons who are unimportant)
8. A relative within the second degree of kinship with an outside Director of the Company (limited to determining
independence of outside Audit & Supervisory Board Members)
9. A relative within the second degree of kinship with an individual to whom any of 1 through 6 above apply(excluding persons who are unimportant)- 16 -

Proposal No. 4

Revision of Amount of Remuneration for Outside Directors and Outside Audit & Supervisory
Board Members

The amount of remuneration for the Company’s Directors and Audit & Supervisory Board Members were approved
to be within ¥340 million per year for Directors’ remuneration (including within ¥14.4 million per year for outside
Directors’ remuneration) and within ¥80 million per year for Audit & Supervisory Board Members’ remuneration(including within ¥14.4 million per year for outside Audit & Supervisory Board Members’ remuneration) at the 89th
Annual General Meeting of Shareholders held on June 26, 2020, and these have continued remaining valid up until
now.
With the increasing responsibilities of the outside Directors and the outside Audit & Supervisory Board Members
due to changes in economic conditions and the management environment, the Company proposes to revise theamount of remuneration for the outside Directors and outside Audit & Supervisory Board Members in order to secureand retain the human resources that are essential for the Company’s sustainable growth.
The Company proposes to leave the amount of remuneration for Directors unchanged from the current amount ofwithin ¥340 million per year and to revise the amount of remuneration for outside Directors to within ¥22 million
per year.
Furthermore, the Company proposes to leave the amount of remuneration for Audit & Supervisory Board Members
unchanged from the current amount of within ¥80 million per year and to revise the amount of remuneration foroutside Audit & Supervisory Board Members to within ¥22 million per year.
The above revision of the amount of remuneration for Directors is in line with “Policy on Determining the Content
of Remuneration for Officers, etc.” in the Business Report. In addition, the Board of Directors has decided to submit
this proposal to this General Meeting of Shareholders based on the deliberations and report of the Nomination andRemuneration Advisory Committee, and thus deems it to be appropriate.
There are currently seven Directors (including three outside Directors), but if Proposal No. 2 is approved and adopted
as proposed, the number of Directors will be eight (including three outside Directors).
In addition, there are currently four Audit & Supervisory Board Members (including two outside Audit & Supervisory
Board Members), and if Proposal No. 3 is approved and adopted as proposed, the number of Audit & Supervisory
Board Members will be five (including three outside Audit & Supervisory Board Members).

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