Osaka Organic Chemical Industry : Notice of Convocation of the 77th Ordinary General Meeting of Shareholders(February 6, 2024 629KB)

2. Place

Hulic-Shinsaibashi Bldg. 3F, 4-3-2 Minamisenba, Chuo-ku, Osaka

TKP Garden City PREMIUM Shinsaibashi "Banquet 3A"

The venue has been changed from the previous year. So please refer to the map at the end of this

material.

(The underlined parts indicate the amendments.)

Current Articles of Incorporation

Proposed changes

Articles 1 through 4 (text omitted)

Articles 1 through 4 (no changes)

(Establishment of Organs)

(Establishment of Organs)

Article 5 In addition to the General Meeting of

Article 5 In addition to the General Meeting of

Shareholders and Directors, the Company shall

Shareholders and Directors, the Company shall

have the following organs.

have the following organs.

(1)

Board of Directors

(1)

Board of Directors

(2)

Auditors

(2)

Audit & Supervisory Committee

(3)

Board of Auditors

(Deleted)

(4)

Accounting Auditor

(3)

Accounting Auditor

Articles 6 through 19 (text omitted)

Articles 6 through 19 (no changes)

(Number of Directors)

(Number of Directors)

Article 20 The Company shall have no more than twelve

Article 20 The Company shall have no more than eight (8)

(12)Directors.

Directors (excluding Directors who are Audit &

Supervisory Committee members).

(Newly established)

2.

The Company shall have no more than four (4)

Directors who are Audit & Supervisory

Committee members (hereinafter "Audit &

Supervisory Committee members").

(Election of Directors)

(Election of Directors)

Article 21 Directors shall be elected by resolution of the

Article 21 Directors shall be elected by resolution of the

General Meeting of Shareholders.

General Meeting of Shareholders, distinguishing

2.

The election of Directors shall be attended by

between Audit & Supervisory Committee

shareholders holding voting rights that account

members and other Directors.

for at least one-third of the total amount of

2.

The election of Directors shall be attended by

voting rights held by voting right holders and

shareholders holding voting rights that account

conducted with an absolute majority of those

for at least one-third of the total amount of

voting rights.

voting rights held by voting right holders and

3.

The election of Directors of the Company shall

conducted with an absolute majority of those

not be by cumulative voting.

voting rights.

3.

The election of Directors of the Company shall

not be by cumulative voting.

Current Articles of Incorporation

Proposed changes

(Term of Office of Directors)

(Term of Office of Directors)

Article 22 The term of office of Directors shall continue

Article 22 The term of office of Directors shall continue

until the conclusion of the Ordinary General

until the conclusion of the Ordinary General

Meeting of Shareholders for the last fiscal year

Meeting of Shareholders for the last fiscal year

which ends within one year after their election.

which ends within one year after their election.

(Newly established)

2. Notwithstanding the above provision, the term

of office of Audit & Supervisory Committee

members shall continue until the conclusion of

the Ordinary General Meeting of Shareholders

for the last fiscal year which ends within two

years after their election.

(Newly established)

3. The term of office of an Audit & Supervisory

Committee member elected as a substitute

member shall continue until the term of office of

the retiring Audit & Supervisory Committee

member expires.

(Newly established)

4. The period during which the resolution related

to the appointment of a substitute Audit &

Supervisory Committee member elected in

accordance with Article 329, Paragraph 3 of the

Companies Act is effective shall be until the

commencement of the Ordinary General

Meeting of Shareholders for the last fiscal year

which ends within two years after his/her

appointment, unless shortened by such

resolution.

Articles 23 through 25 (text omitted)

Articles 23 through 25 (no changes)

(Omission of Resolution at the Board of Directors'

(Omission of Resolution at the Board of Directors'

Meeting)

Meeting)

Article 26 If all Directors have agreed in writing or by

Article 26 If all Directors have agreed in writing or by

electromagnetic record to a matter to be

electromagnetic record to a matter to be

resolved at a meeting of the Board of Directors,

resolved at a meeting of the Board of Directors,

the Company shall deem that a resolution of the

the Company shall deem that a resolution of the

Board of Directors to approve such matter to be

Board of Directors to approve such matter to be

resolved has been passed. However, this shall

resolved has been passed.

not apply if an Auditor states an objection.

Current Articles of Incorporation

Proposed changes

(Newly established)

(Delegation of Decisions on Business Execution to

Directors)

Article 27 Pursuant to Article 399-13, Paragraph 6 of the

Companies Act, the Company may, by a

resolution of the Board of Directors, delegate all

or part of decisions on the execution of

important business operations (excluding the

matters listed in each item of Paragraph 5 of the

same Article) to Directors.

(Minutes of the Board of Directors' Meetings)

(Minutes of the Board of Directors' Meetings)

Article 27 The substance of proceedings and results of the

Article 28 The substance of proceedings and results of the

Board of Directors' meetings and other matters

Board of Directors' meetings and other matters

stipulated by law shall be recorded in the

stipulated by law shall be recorded in the

minutes, and the Directors and Auditorspresent

minutes, and the Directors present at the

at the meetings shall affix their names and seals

meetings shall affix their names and seals

thereto or electronically sign the minutes.

thereto or electronically sign the minutes.

Article 28 (text omitted)

Article 29 (no changes)

(Remuneration for Directors)

(Remuneration for Directors)

Article 29 Remuneration for Directors shall be determined

Article 30Remuneration for Directors shall be determined

by resolution of the General Meeting of

by resolution of the General Meeting of

Shareholders.

Shareholders, distinguishing between Audit &

Supervisory Committee members and other

Directors.

Articles 30 through 31(text omitted)

Articles 31through 32(no changes)

(Representative Director and Directors with Special Titles)

(Representative Director and Directors with Special Titles)

Article 32The Director who is to represent the Company

Article 33The Director who is to represent the Company

shall be selected by resolution of the Board of

shall be selected from among Directors who are

Directors.

not Audit & Supervisory Committee members

2. By resolution of the Board of Directors, one

by resolution of the Board of Directors.

President shall be selected from among

2. By resolution of the Board of Directors, one

Directors and, as necessary, one Chairperson,

President shall be selected from among

one Vice President, and a few Senior Managing

Directors who are not Audit & Supervisory

Directors and Managing Directors may also be

Committee membersand, as necessary, one

selected.

Chairperson, one Vice President, and a few

Senior Managing Directors and Managing

Directors may also be selected.

Current Articles of Incorporation

Proposed changes

Chapter 5 Auditors and the Board of Auditors

Chapter 5 Audit & Supervisory Committee

(Number of Auditors)

(Deleted)

Article 33

The Company shall have no more than four (4)

Auditors.

(Election of Auditors)

(Deleted)

Article 34

Auditors shall be elected by resolution of the

General Meeting of Shareholders.

(Term of Office of Auditors)

(Deleted)

Article 35 The term of office of Auditors shall continue

until the conclusion of the Ordinary General

Meeting of Shareholders for the last fiscal year

which ends within four years after their

election.

2. The term of office of an Auditor elected as a

substitute to an Auditor who retires before the

expiration of his/her term of office shall

continue until the term of office of the retiring

Auditor expires.

(Effectiveness of Resolution for Election of Substitute

(Deleted)

Auditors)

Article 36 The period during which the resolution related

to the appointment of a substitute Auditor is

effective shall be until the commencement of

the Ordinary General Meeting of Shareholders

for the last fiscal year which ends within four

years after the Ordinary General Meeting of

Shareholders at which such appointment takes

place.

Current Articles of Incorporation

Proposed changes

(Convocation of a Board of Auditors' Meeting)

(Audit & Supervisory Committee)

Article 37Notice of convocation of a Board of Auditors'

Article 34Notice of convocation of a meeting of the Audit

meetingshall be sent to

each Auditorat least

& Supervisory Committeeshall be sent to each

three (3) days prior to the date of the meeting.

Audit & Supervisory Committee memberat

However, this period may be shortened in case

least three (3) days prior to the date of the

of an emergency.

meeting. However, this period may be shortened

in case of an emergency.

(Newly established)

2. Matters concerning the Audit & Supervisory

Committee shall be in accordance with the

Rules of the Audit & Supervisory Committee

established by the Audit & Supervisory

Committee, in addition to those provided by law

or the Articles of Incorporation.

(Method of Resolution at the Board of Auditors' Meeting)

(Deleted)

Article 38 Except as otherwise provided by law,

resolutions of the Board of Auditors shall be

adopted by a majority of Auditors.

(Minutes of the Board of Auditors' Meetings)

(Deleted)

Article 39 The substance of proceedings and results of the

Board of Auditors' meetings and other matters

stipulated by law shall be recorded in the

minutes, and the Auditors present at the

meetings shall affix their names and seals

thereto or electronically sign the minutes.

(Rules of the Board of Auditors)

(Deleted)

Article 40 Matters concerning the Board of Auditors shall

be in accordance with the Rules of the Board of

Auditors established by the Board of Auditors,

in addition to those provided by law or the

Articles of Incorporation.

(Remuneration for Auditors)

(Deleted)

Article 41 Remuneration for Auditors shall be determined

by resolution of the General Meeting of

Shareholders.

Current Articles of Incorporation

Proposed changes

(Exemption of Auditors from Liability)

(Deleted)

Article 42 The Company may, by resolution of the Board

of Directors, exempt Auditors (including those

who were formerly Auditors) from liability for

damages under Article 423, Paragraph 1 of the

Companies Act to the extent of the maximum

amount specified by law, if Auditors act in

good faith and without gross negligence.

(Limited Liability Agreement with Auditors)

(Deleted)

Article 43 Pursuant to Article 427, Paragraph 1 of the

Companies Act, the Company may enter into an

agreement with Auditors to limit their liability

for damages under Article 423, Paragraph 1 of

the Companies Act to the extent of the

maximum amount specified by law, if Auditors

act in good faith and without gross negligence.

(Managing Auditors)

(Standing Audit & Supervisory Committee Members)

Article 44 The Board of Auditors shall selectManaging

Article 35 The Audit & Supervisory Committee may select

Auditorsfrom among the Auditors.

standing members from among the Audit &

Supervisory Committee members.

Articles 45 through 46(text omitted)

Articles 36through 37(no changes)

(Remuneration for Accounting Auditor)

(Remuneration for Accounting Auditor)

Article 47Remuneration for the Accounting Auditor shall

Article 38 Remuneration for the Accounting Auditor shall

be determined by the Representative Director

be determined by the Representative Director

with the consent of the Board of Auditors.

with the consent of the Audit & Supervisory

Committee.