Taiheiyo Cement : NOTICE OF THE 26th ORDINARY GENERAL MEETING OF STOCKHOLDERS AND MATERIALS OF THE MEETING

(Translation)

Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damage arising from the translation.

Securities Code 5233 June 4, 2024 (Start Date of Measures for Electronic Provision: May 30, 2024)

To Those Stockholders with Voting Rights

Yoshifumi Taura

President and Representative Director

Taiheiyo Cement Corporation

1-1-1, Koishikawa, Bunkyo-ku, Tokyo

NOTICE OF THE 26th ORDINARY GENERAL MEETING OF STOCKHOLDERS

You are cordially notified of the 26th Ordinary General Meeting of Stockholders of Taiheiyo Cement Corporation (the "Company"). The meeting will be held as stated below.

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

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

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

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

・The Portal of Shareholders' Meeting: https://www.soukai-portal.net

Please scan the QR code on the enclosed Voting Rights Exercise Form or access the website above and enter the ID and password indicated on the form.

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

1. Date and Time:
2. Place:
3. Agenda of the Meeting: Matters to be reported:

Thursday, June 27, 2024 at 10:00 a.m.

Head office of the Company

1-1-1, Koishikawa, Bunkyo-ku, Tokyo

1. Business Report, Consolidated Financial Statements for the 26th Fiscal Term (from April 1, 2023 to March 31, 2024) and results of audits by the Accounting Auditor and the Board of Auditors of the Consolidated Financial Statements
2. Non-ConsolidatedFinancial Statements for the 26th Fiscal Term (from April 1, 2023 to March 31, 2024)

Proposals to be resolved:

Proposal No. 1: Appropriation of Surplus

Proposal No. 2: Election of Nine Directors

Proposal No. 3: Election of One Substitute Corporate Auditor

1

(Translation)

Notes:

• Regarding the matters subject to measures for electronic provision, the following matters are not included in a paper copy delivered to stockholders who have requested the delivery of the paper copy, pursuant to the provisions of laws and regulations and the Articles of Incorporation of the Company. The documents subject to audit including the following matters have been audited by Corporate Auditors and the Accounting Auditor.
• • "Accounting Auditor" and "System to Ensure that Directors Comply with Laws and Ordinances and the Articles of Incorporation in Executing Their Duties and Other Systems to Ensure Proper Execution of Operations" of the Business Report
  • "Consolidated Statements of Changes in Net Assets" and "Notes to Consolidated Financial Statements" of the Consolidated Financial Statements
  • "Non-consolidatedStatements of Changes in Net Assets" and "Notes to Non-consolidated Financial Statements" of the Non-consolidated Financial Statements
• If there are any revisions to the matters subject to measures for electronic provision, the details of the revisions will be posted on each website posting these matters.
• We are planning to distribute video streaming of a part of the meeting on the Company's website at a later date.
• 
  Please understand in advance that we will be shooting a video for the video streaming in the meeting venue on the day of the meeting.

2

(Translation)

Voting Guide

If you are exercising your voting right prior to the Meeting:

Please review the attached Reference Documents for the General Meeting of Stockholders, and exercise your voting right by either of the following two methods.

(i) Exercise of voting rights by postal mail (paper ballot)

• Please indicate your vote for or against the Proposals on the Voting Rights Exercise Form and send it back, making sure that it will arrive by 5:00 p.m. on Wednesday, June 26, 2024 (Japan Standard Time).
• If you make no indication on the Voting Rights Exercise Form whether you are voting for or against the Proposals, you shall be deemed to have voted FOR the Proposals.

(ii) Exercise of voting rights via the Internet, etc.

• Please exercise your voting right via the voting rights exercise site (https://www.web54.net) specified by the Company before 5:00 p.m. on Wednesday, June 26, 2024 (Japan Standard Time).
• If you exercise your voting right via the Internet, etc. more than once, your final vote shall prevail.

If you are attending the Meeting:

Please hand in the enclosed Voting Rights Exercise Form at the front desk when you arrive at the venue. If another stockholder is attending the Meeting on your behalf, he/she must submit a letter of proxy and your Voting Rights Exercise Form as well as his/her Voting Rights Exercise Form at the front desk upon arrival at the venue. (Please be advised that a proxy is limited to one person and must be another stockholder with the Company's voting rights pursuant to the provisions of the Articles of Incorporation.)

If you vote both by postal mail and via the Internet, etc., the one received later shall prevail. If we receive both on the same day, your vote cast via the Internet, etc. shall prevail.

3

(Translation)

Reference Documents for the General Meeting of Stockholders

Proposals and References

Proposal No. 1: Appropriation of Surplus

With respect to the year-end dividend for the term under review, the Company would like to pay out as follows, in consideration of the business environment and our performance for the term under review, while maintaining our basic policy of stable dividend payouts.

Matters concerning the year-end dividend

1. Type of Dividend Cash
2. Matters concerning the distribution of dividends to stockholders and its total amount

35 yen per share of common stock of the Company, for a total amount of 4,054,944,215 yen.

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

1. Effective Date of Dividends from surplus June 28, 2024

4

(Translation)

Proposal No. 2: Election of Nine Directors

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

The candidates for Director are as follows.

No.	Name	Current position at the Company
1	Reappointment	Chairman and Director
Masafumi Fushihara
2	Reappointment	President and Representative Director
Yoshifumi Taura
3	Reappointment	Vice President and Representative Director
Hideaki Asakura
4	New Candidate	Senior Executive Officer
Koshiro Hidaka
5	New Candidate	Senior Executive Officer
Shinji Fukami
6	New Candidate	Senior Executive Officer
Isao Matsui
	Reappointment
7	Yoshiko Koizumi	Director
Outside Director
	Independent Director
	Reappointment
8	Hideyuki Furikado	Director
Outside Director
	Independent Director
	New Candidate
9	Shingo Tsutsumi
Outside Director
	Independent Director

5

(Translation)

No.		Name	Career summary, position, assignment and	Number of
	shares of the
	(Date of birth)		significant concurrent positions
			Company held
				April 1978	Joined Onoda Cement Co., Ltd.
				April 2007	General Manager, Business Promotion
					Department of Environmental Business
					Company of Taiheiyo Cement Corporation
				May 2009	General Manager, Sales Department of
					Environmental Business Company
				October 2010	General Manager, Environmental Business
					Development Department
				April 2012	Executive Officer and General Manager,
					Environmental Business Development
					Department
	Masafumi Fushihara	April 2015	Managing Executive Officer
		Reappointment		June 2015	Director and Managing Executive Officer
				April 2016	Director, Managing Executive Officer and
	(May 18, 1954)
		Senior General Manager, Cement Business
	Attended 15 out of 15
		Division
	meetings of the Board
1	April 2017	Director, Senior Executive Officer and Senior	19,591
of Directors (100%)		General Manager, Cement Business Division
	and will have served as
	April 2018	President and Representative Director
	Director for 9 years at	April 2024	Chairman and Director (to present)
	close of this General
		Meeting of	Reason for nominating Masafumi Fushihara as Director
		Stockholders
		Since 2015, Mr. Masafumi Fushihara has engaged in
				management of the Company as Director, and currently serves as
				Chairman and Director, after serving as President and
				Representative Director. He therefore has a wealth of experience,
				achievements, and knowledge as a manager. The Company has
				judged that he is an appropriate person to aim to continuously
				increase corporate value of the Group as he works on enhancing
				the functions of the Board of Directors as Chairman of the Board,
				determines important management matters, and supervises
				business execution, etc., and requests that he continue to be a
				candidate for Director.

Notes:

1. If the election of Mr. Masafumi Fushihara is approved, the Company plans to enter into an agreement with him, which would limit his liability for damages in respect of his responsibilities set out under Article 423, Paragraph 1 of the Companies Act, to the minimum limit of liability set out under Article 425, Paragraph 1 of the same provided that he executes his duties in good faith and without gross negligence.
2. No special relationship exists between the Company and Mr. Masafumi Fushihara.

6

(Translation)

No.		Name	Career summary, position, assignment and	Number of
	shares of the
	(Date of birth)		significant concurrent positions
			Company held
				April 1983	Joined Onoda Cement Co., Ltd.
				April 2013	General Manager, Marketing & Trading
					Department, International Business Division of
					Taiheiyo Cement Corporation
				April 2017	Executive Officer and General Manager,
					Marketing & Trading Department,
					International Business Division
				April 2019	Managing Executive Officer and Senior
					General Manager, International Business
					Division
				June 2019	Director, Managing Executive Officer and
					Senior General Manager, International
					Business Division
				August 2019	Director, Managing Executive Officer and
					Senior General Manager, International
					Business Division
	Yoshifumi Taura		Chairman of Taiheiyo Cement (China)
					Investment Co., Ltd.
		Reappointment
			June 2020	Managing Executive Officer, Senior General
	(March 4, 1960)
		Manager, International Business Division
	Attended 11 out of 11
		Chairman of Taiheiyo Cement (China)
2	meetings of the Board		Investment Co., Ltd.	14,886
of Directors (100%)	April 2022	Managing Executive Officer, Senior General
	and will have served as		Manager, International Business Division
	Director for 1 year at	April 2023	Senior Executive Officer, Senior General
	close of this General		Manager, International Business Division
		Meeting of	June 2023	Director, Senior Executive Officer, Senior
		Stockholders		General Manager, International Business
					Division
				April 2024	President and Representative Director (to
					present)

Reason for nominating Yoshifumi Taura as Director

Since 2023, Mr. Yoshifumi Taura has engaged in management of the Company as Director, and currently serves as President and Representative Director, after serving as Senior General Manager of International Business Division. He therefore has a wealth of experience, achievements, and knowledge as a manager. The Company has judged that he is an appropriate person to aim to continuously increase corporate value of the Group as he leads the Group's management, determines important management matters, and supervises business execution, etc., and requests that he continue to be a candidate for Director.

Notes:

1. Mr. Yoshifumi Taura was newly appointed at the 25th Ordinary General Meeting of Stockholders held on June 29, 2023, and took office as Director on the same day. Accordingly, his attendance at meetings of the Board of Directors refers to those convened since he took office.
2. No special relationship exists between the Company and Mr. Yoshifumi Taura.

7

(Translation)

No.		Name		Career summary, position, assignment and	Number of
		shares of the
	(Date of birth)		significant concurrent positions
			Company held
				April 1982	Joined Nihon Cement Co., Ltd.
				April 2011	General Director of Nghi Son Cement
					Corporation
				April 2016	Executive Officer of Taiheiyo Cement
					Corporation
					General Director of Nghi Son Cement
					Corporation
				April 2018	Executive Officer and General Manager, Sales
					Department, Cement Business Division of
					Taiheiyo Cement Corporation
	Hideaki Asakura	April 2019	Managing Executive Officer
				June 2019	Director and Managing Executive Officer
		Reappointment
			June 2020	Managing Executive Officer
	(November 20, 1959)
	April 2022	Senior Executive Officer
	Attended 15 out of 15	June 2022	Director and Senior Executive Officer
3	meetings of the Board	April 2024	Vice President and Representative Director	12,385
of Directors (100%)		Assistant to the President
	and will have served as		Overseeing Corporate Planning Department,
	Director for 2 years at		Sustainability Promotion Department and
	close of this General		Legal Department (to present)
		Meeting of
		Stockholders	Reason for nominating Hideaki Asakura as Director
				Since 2022, Mr. Hideaki Asakura has engaged in management of
				the Company as Director, and currently serves as Vice President
				and Representative Director. He therefore has a wealth of
				experience, achievements, and knowledge as a manager. The
				Company has judged that he is an appropriate person to aim to
				continuously increase corporate value of the Group as he leads
				the Group's management, determines important management
				matters, and supervises business execution, etc., and requests that
				he continue to be a candidate for Director.

Note: No special relationship exists between the Company and Mr. Hideaki Asakura.

8

(Translation)

No.		Name	Career summary, position, assignment and	Number of
	shares of the
	(Date of birth)		significant concurrent positions
			Company held
				April 1984	Joined Onoda Cement Co., Ltd.
				April 2015	General Manager, Ofunato Plant of Taiheiyo
					Cement Corporation
				April 2017	General Manager, Maintenance & Engineering
					Department and General Manager,
					Engineering & Technology Department,
					International Business Division
				October 2017	General Manager, Maintenance & Engineering
					Department
	Koshiro Hidaka	April 2019	Executive Officer and General Manager,
		Maintenance & Engineering Department
4					7,145
	New Candidate		April 2021	Managing Executive Officer
	(October 7, 1959)	April 2024	Senior Executive Officer (to present)
				Reason for nominating Koshiro Hidaka as Director
				Mr. Koshiro Hidaka has been engaged in the operation of
				production and maintenance & engineering divisions for many
				years. Since 2019, he has served as Executive Officer and has a
				wealth of experience and insight on overall management. The
				Company has judged that he is an appropriate person to aim to
				continuously increase corporate value of the Group and requests
				that he be a new candidate for Director.

Note: No special relationship exists between the Company and Mr. Koshiro Hidaka.

9

(Translation)

No.	Name		Career summary, position, assignment and	Number of
	shares of the
(Date of birth)		significant concurrent positions
		Company held
		April 1986	Joined Onoda Cement Co., Ltd.
		April 2015	General Manager, Business Planning
			Department, International Business Division of
			Taiheiyo Cement Corporation
		April 2018	General Manager, Environmental Business
			Development Department
		April 2019	Executive Officer and General Manager,
			Environmental Business Development
			Department
	Shinji Fukami	April 2022	Managing Executive Officer
	April 2024	Senior Executive Officer and Senior General
5		7,556
New Candidate		Manager, International Business Division (to
	(July 28, 1960)		present)
		Reason for nominating Shinji Fukami as Director
		Mr. Shinji Fukami has been engaged in the operation of
		international business and environmental business for many
		years. Since 2019, he has served as Executive Officer and has a
		wealth of experience and insight on overall management. The
		Company has judged that he is an appropriate person to aim to
		continuously increase corporate value of the Group and requests
		that he be a new candidate for Director.

Note: The Company lends funds to Jiangnan-Onoda Cement Co., Ltd., of which Mr. Shinji Fukami is the representative.

10