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, 2022
To our shareholders:
Yukio Tsukahara
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 91st Annual General Meeting of Shareholders
You will be notified of the 91st Annual General Meeting of Shareholders of SAN-AI OBBLI CO., LTD. (the“Company”), which will be held as indicated below.
Taking into consideration the situation of the spread of COVID-19 infections, and prioritizing the safety of allshareholders, we would like you to also consider refraining from attending this General Meeting of Shareholders inperson, and encourage you to exercise your voting rights prior to the meeting in writing or via the internet, etc., if at
all possible.
Please review the attached Reference Documents for General Meeting of Shareholders, and exercise your voting
rights in accordance with the “Guidance on Exercising Voting Rights,” “Guidance for Filling in the Voting Form”(page 3) and the “Guidance on Exercising Voting Rights via the Internet, etc.” (page 4).
1. Date and Time: Tuesday, June 28, 2022, 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 91st fiscal year (from April 1, 2021
to March 31, 2022), 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 91st fiscal year (from April 1, 2021 to March 31, 2022)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Partial Amendments to the Articles of Incorporation
Proposal No. 3
Election of One Director
Proposal No. 4
Election of Two 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.
5. Matters Concerning Internet Disclosure
Pursuant to the relevant laws and regulations and Article 14 of the Company’s Articles of Incorporation, among
documents to be attached to this notice of General Meeting of Shareholders, “Notes to the Consolidated Financial
Statements” and “Notes to the Non-consolidated Financial Statements” are posted on the Company’s website(https://www.san-ai-obbli.com/) and are not attached to this notice. Accordingly, the attached documents to thisnotice consist of part of the Consolidated Financial Statements and Non-consolidated Financial Statements thatwere audited by the Audit & Supervisory Board Members and the Financial Auditor in preparing the Audit Reports.

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


When attending the meeting in person, please hand in the enclosed voting form at the reception desk.
If any changes are made to the Reference Documents for the General Meeting of Shareholders, Business Report, Non-consolidated
Financial Statements and/or Consolidated Financial Statements, such changes will be posted on the Company website.

The Company website (https://www.san-ai-obbli.com/)
Requests to shareholders attending the General Meeting of Shareholders in person (measures against COVID-19)•
Please wear a face mask while attending the meeting.
•We ask for your cooperation in sanitizing your hands and in having your temperature checked at the reception desk. Please notethat you may be denied entry if you have a fever or are considered to be unwell.
•Organizing staff members will wear face masks during the General Meeting of Shareholders after confirming their physicalcondition, which includes taking their temperature.
•
The operation of the General Meeting of Shareholders may be subject to change depending on the status of the spread of COVID19 infection. In such cases, please make sure to check the Company’s website, as we will announce such changes.

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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 attached 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 enclosed voting form at the reception desk.
Date and Time:
Tuesday, June 28, 2022, at 10:00 a.m. (JST)Voting in Writing (by Mail)
Please indicate your approval or disapproval of each proposal on the enclosed voting form and post it.
Voting deadline:
To be received no later than 5:40 p.m., Monday, June 27, 2022
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., Monday, June 27, 2022

Guidance for Filling in the Voting Form
Please indicate your approval or disapproval to each proposal.
Proposals No. 1, 2 and 3
 If you approve:
Mark a ○ in the box marked “賛” If you disapprove:
Mark a ○ in the box marked “否”
Proposal No. 4
 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.

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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(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.

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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 91st fiscal year of ¥26 percommon share. This comprises an ordinary dividend of ¥23, and a commemorative dividend of ¥3 to mark theCompany’s 70th founding anniversary.
Type of dividend property
Cash
Allotment of dividend property and total amount to be paid
¥26 per common share of the Company(ordinary dividend of ¥23 and commemorative dividend of ¥3)
Total amount: ¥1,787,067,802
Since the Company has already paid an interim dividend (ordinary dividend of ¥14) during the fiscal year ended
March 31, 2022, the annual dividend will be ¥40 per share (ordinary dividend of ¥37 and commemorative dividendof ¥3), which is ¥12 higher than for the previous fiscal year.
Effective date of dividends of surplus
June 29, 2022

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Proposal No. 2
1.

Partial Amendments to the Articles of Incorporation

Reasons for the Amendment
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, theCompany proposes to make the following changes to its Articles of Incorporation in preparation for the
introduction of the system for providing informational materials for the General Meeting of Shareholders inelectronic format.
(1) Article 14, paragraph 1 in “Proposed amendments” below will stipulate that the Company shall takemeasures for providing information that constitutes the content of reference documents for the General
Meeting of Shareholders, etc. in electronic format.
(2) Article 14, paragraph 2 in “Proposed amendments” below will establish the provision to limit the scope of
the items to be stated in the paper-based documents to be delivered to shareholders who requested thedelivery of paper-based documents.
(3) Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for the General
Meeting of Shareholders, Etc. (Article 14 of the current Articles of Incorporation) will no longer be required,
they will be deleted.
(4) Accompanying the aforementioned establishment and deletion of provisions, supplementary provisions
regarding the effective date, etc. will be established.

2. Details of the amendments
Details of the amendments are as follows:(Proposed amendments are underlined.)
Proposed amendments(Deleted)

Current Articles of Incorporation(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
Article 14
When the Company convenes a general meeting of shareholders,
if it discloses information that is to be stated or presented in thereference documents for the general meeting of shareholders,business report, financial statements and consolidated financial
statements through the internet in accordance with the provisions
prescribed by the Ministry of Justice Order, it may be deemedthat the Company has provided this information to shareholders.
(Newly established)(Measures, etc. for Providing Information in Electronic Format)
Article 14
1. When the Company convenes a general meeting ofshareholders, it shall take measures for providing informationthat constitutes the content of reference documents for thegeneral meeting of shareholders, etc. in electronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, the Company
may exclude all or some of those items designated by the
Ministry of Justice Order from statements in the paper-based
documents to be delivered to shareholders who requested thedelivery of paper-based documents by the record date ofvoting rights.

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Current Articles of Incorporation(Newly established)

Proposed amendments(Supplementary Provisions)
Article 1
1. The deletion of Article 14 (Internet Disclosure and Deemed
Provision of Reference Documents for the General Meetingof Shareholders, Etc.) in the pre-amended Articles ofIncorporation and the establishment of the new Article 14(Measures, etc. for Providing Information in Electronic
Format) in the amended Articles of Incorporation shall beeffective from September 1, 2022, which is the date ofenforcement of the revised provisions provided for in theproviso to Article 1 of the Supplementary Provisions of the
Act Partially Amending the Companies Act (Act No. 70 of2019) (hereinafter referred to as the “Date of Enforcement”).
2. Notwithstanding the provision of the preceding paragraph,
Article 14 of the pre-amended Articles of Incorporation shallremain effective regarding any general meeting ofshareholders held on a date within six months from the Dateof Enforcement.
3. These Supplementary Provisions shall be deleted on the datewhen six months have elapsed from the Date of Enforcement
or three months have elapsed from the date of the general
meeting of shareholders in the preceding paragraph,
whichever is later.

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Proposal No. 3

Election of One Director

The Director Tomoyuki Hayakawa will retire from his position at the conclusion of this meeting. Accordingly, theCompany proposes the election of one Director as a substitute. The term of office of the newly elected Director willbe, as stipulated in the Company’s Articles of Incorporation, until the conclusion of the term of office of otherincumbent Directors.
The candidate for Director is as follows:

Name(Date of birth)

Career summary, position and responsibility in the Company, andsignificant concurrent positions outside the Company
Mar. 1986
June 2016
June 2017
June 2020

Hiroshi Hayata(March 17, 1963)
New election

Joined the Company
General Manager of Legal & Credit Department
Full-time Audit & Supervisory Board Member
Executive Officer
In charge of Energy Solution Business Division(current position)
General Manager of Energy Solution Business
Department (current position)
In charge of Chemical Products Business Division(current position)
General Manager of Chemical Products Business
Department (current position)
Managing Executive Officer (current position)

Number of theCompany’s shares
owned

8,257 shares

Apr. 2022[Reasons for nomination as candidate for Director]
Following on from his position as Full-time Audit & Supervisory Board Member, Mr. Hayata is currently serving as Managing
Executive Officer in charge of Energy Solution Business Division and in charge of Chemical Products Business Division,
contributing to business development, and has a wealth of experience and broad insight. Therefore, the Company deems he issuitable as Director, and proposes his election as Director.
Notes: 1. There is no special interest between the above candidate and the Company.
2. 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
the candidate is elected and assumes office as Director, he will be the insured in this policy. Furthermore, the Company
plans to renew this policy on July 1, 2022, which is during the term of office of the candidate.

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Proposal No. 4

Election of Two Audit & Supervisory Board Members

At the conclusion of this meeting, the Audit & Supervisory Board Member Tomohiko Mizutani will retire from his
position, and the term of office of the Audit & Supervisory Board Member Hirobumi Kawano will expire. Therefore,
the Company proposes the election of two Audit & Supervisory Board Members. The Audit & Supervisory Board
Member candidate Junichi Matsumura will be elected as the substitute for the Audit & Supervisory Board Member
Tomohiko Mizutani. The term of office will be, as stipulated in the Company’s Articles of Incorporation, until theconclusion of the term of office of the retiring Audit & Supervisory Board Member.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidates for Audit & Supervisory Board Member are as follows:
Candidate
No.

Name(Date of birth)

Career summary and position in the Company, and significant
concurrent positions outside the Company
Mar. 1987
June 2011

1

2

Notes:

Number of theCompany’s shares
ownedJoined the Company
Representative Director and President of SANAI OBBLI GAS KYUSHU CO., LTD.
June 2017
General Manager of Legal & Credit
Junichi Matsumura
Department of the Company(June 7, 1963)
900 shares
June 2019
Representative Director and President of SAGA
New election
GAS CO., LTD.
Apr. 2022
Member of Audit & Supervisory Board
Member’s Office of the Company (current
position)[Reasons for nomination as candidate for Audit & Supervisory Board Member]
Mr. Matsumura has a wealth of experience and broad insight, including business experience in the management divisionsuch as serving as General Manager of Legal & Credit Department, and as the Representative Director and President ofSAGA GAS CO., LTD. Therefore, the Company deems that he is suitable as an Audit & Supervisory Board Member,and proposes his election as Audit & Supervisory Board Member.
July 1969
Joined the Ministry of International Trade andIndustry (MITI)
Sep. 1999
Commissioner of the Agency for Natural
Resources and Energy (ANRE)
June 2003
Outside Director of Sony Corporation
Aug. 2004
Senior Managing Executive Officer of JFE
Hirobumi Kawano
Steel Corporation(January 1, 1946)
Apr. 2008
President of Japan Oil, Gas and Metals National
0 shares
Reelection
Corporation (JOGMEC)
OutsideFeb. 2016
Special Advisor to JOGMEC
Independent
June 2016
Outside Director of SECOM CO., LTD.
(current position)
June 2018
Audit & Supervisory Board Member of theCompany (current position)[Significant concurrent positions outside the Company]
Outside Director of SECOM CO., LTD.
[Reasons for nomination as candidate for outside Audit & Supervisory Board Member]
Mr. Kawano has held important positions including the Commissioner of the Agency for Natural Resources and Energy(ANRE) and President of Japan Oil, Gas and Metals National Corporation (JOGMEC). He is applying his broad insightand a wealth of experience primarily in the fields of resources and energy, and sufficiently fulfilling his responsibilities
as an outside Audit & Supervisory Board Member of the Company. The Company deems that he will be able tocontinue to sufficiently fulfill his responsibilities as an outside Audit & Supervisory Board Member, and proposes hiselection.
1. There is no special interest between each of the above candidates and the Company.
2. Matters related to the candidate for outside Audit & Supervisory Board Member are as follows:(1) Hirobumi Kawano is a candidate for outside Audit & Supervisory Board Member.
(2) The term of office of Mr. Kawano as Audit & Supervisory Board Member of the Company will be four years at theconclusion of this meeting.

-9-(3) The Company has entered into limited liability agreement with Mr. Kawano, pursuant to the provisions of Article 427,
paragraph (1) of the Companies Act and the Company’s Articles of Incorporation. If his reelection is approved, theCompany plans to renew the limited liability agreement with him. The outline of the agreement is to limit liability forcompensation of damages incurred due to negligence of duties provided for under Article 423, paragraph (1) of theCompanies 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) The Company has submitted notification to the Tokyo Stock Exchange that Mr. Kawano has been designated as anindependent officer as provided for by the aforementioned exchange. If the reelection of Mr. Kawano is approved, theCompany plans for his appointment as an independent officer to continue.
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 all of the candidates are elected and assume office as Audit & Supervisory Board
Members, they will be the insured in this policy. Furthermore, the Company plans to renew this policy on July 1, 2022,
which is during the terms of office of the candidates.

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(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. 3 and Proposal No. 4 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

●

●

●

●

●

Yukio
Tsukahara

Representative
Director, President
and Executive
Officer

●

●

●

●

●

Naoto
OhnumaDirector, Senior
Managing
Executive Officer●●

HiroshiHayataDirector,
Managing
Executive Officer●●

Tomoyuki
Takahashi

Outside Director●

HiroshiNakagawa

Outside Director

●

Keiko
UnotoroOutside Director●●

Atsushi Ueno

Full-time Audit &Supervisory Board
Member●●JunichiMatsumura

Full-time Audit &Supervisory Board
Member●●KantaroToyoizumi

Outside Audit &Supervisory Board
MemberHirobumi
KawanoOutside Audit &Supervisory Board
Member

Hidetoshi
WatanabeOutside Audit &Supervisory Board
Member

●

●

●

●

●

ESG

●

●

●

●

●

●

●

●

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

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