Iino Kaiun Kaisha : Notice of 2024 133rd Annual General Meeting and Meeting Materials of Shareholders

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 damages arising from the translation.

Stock Exchange Code 9119

May 31, 2024

To Shareholders with Voting Rights:

Yusuke Otani

President and Representative Director

IINO KAIUN KAISHA, LTD.

2-1-1 Uchisaiwaicho, Chiyoda-ku, Tokyo

NOTICE OF

THE 133rd ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We are pleased to announce that the 133rd Annual General Meeting of Shareholders of IINO KAIUN KAISHA, LTD. (the "Company") will be held for the purposes as described below.

If you do not attend the meeting, you can exercise your voting rights via the Internet, etc. or by mail. Please exercise your voting rights by 5:00 p.m. on Tuesday, June 25, 2024, Japan time. (Please refer to pages 5-6 for instructions on how to exercise your voting rights via the Internet, etc. or by mail [available only in Japanese].)

1. Date and Time:	Wednesday, June 26, 2024 at 10:00 a.m. Japan time
2. Place:	IINO Hall (IINO Building, 4F)
	2-1-1 Uchisaiwaicho, Chiyoda-ku, Tokyo

3. Meeting Agenda:

Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company's

133rd Fiscal Year (April 1, 2023 - March 31, 2024) and results of audits by the Accounting Auditor and the Board of Auditors of the Consolidated Financial Statements

2. Non-consolidated Financial Statements for the Company's 133rd Fiscal Year (April 1, 2023 - March 31, 2024)

Proposals to be resolved:

Proposal 1: Distribution of Surplus

Proposal 2: Election of 8 Directors

Proposal 3: Election of 3 Auditors

Proposal 4: Election of 1 Substitute Auditor

End

Matters to be decided at the convocation

• If you do not indicate your approval or disapproval of a proposal on the Voting Rights Exercise Form, it will be treated as if you have indicated your approval.
• If you exercise your voting rights both via the Internet, etc. and by mail, the vote exercised via the Internet, etc. will be deemed valid. If you exercise your voting rights more than once via the Internet, etc., your last vote will be treated as valid.
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Regarding electronic provision measures

In convening this year's General Meeting of Shareholders, the Company has taken electronic provision measures and posted the matters subject to electronic provision measures on the following websites:

[Company website] https://www.iino.co.jp/kaiun/english/ir/stock_meeting.html

[Tokyo Stock Exchange website] https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

Please access the above website, enter "IINO KAIUN" in the "Issue name (company name)" field or the Company's stock exchange code "9119" in the "Code" field to run a search, and select "Basic information" and then "Documents for public inspection/PR information" to view the matters subject to electronic provision measures in the section of "Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting" under "Filed information available for public inspection."

• For this year's General Meeting of Shareholders, we will uniformly send all shareholders the paper copy containing the matters subject to electronic provision measures, regardless of whether or not it has been requested. The following items, however, are not provided in the paper copy sent to shareholders who have requested its delivery in accordance with laws and regulations and the Company's Articles of Incorporation. The Board of Auditors and the Accounting Auditor have audited the documents subject to audit, including the following items.
• 1. "Matters Concerning Stock Acquisition Rights of the Company," "Status of Accounting Auditor," "Basic Policy regarding Persons Controlling the Company's Decisions concerning Financial and Business Policies" and "Systems to Ensure the Appropriateness of Operations" in the Business Report
  2. "Consolidated Statement of Change in Equity" and "Notes to Consolidated Financial Statements" in the Consolidated Financial Statements
  3. "Non-consolidatedStatement of Changes in Equity" and "Notes to Non-consolidated Financial Statements" in the Non-consolidated Financial Statements

The paper copy is a portion of the documents audited by Auditors and the Accounting Auditor in the preparation of their audit reports.

• If there are any revisions to the matters subject to electronic provision measures, we will make an announcement to that effect and post the information on how the matters have been revised on the websites of the Company and TSE.

Other information

• Proceedings on the day of the General Meeting of Shareholders will be carried out in Japanese. You can be accompanied by an interpreter (including a sign language interpreter). If you need to be accompanied by the interpreter, please inform the reception desk on the day of the meeting.
• If you use a wheelchair or need the information support for a hearing-impaired person, please contact us via the inquiry desk on our website (https://www.iino.co.jp/kaiun/english/contact/form.php) or in writing (please send your request to the person in charge of the General Meeting of Shareholders) no later than Wednesday, June 19, 2024 for preparation. Regarding the information support for the hearing-impaired person, please kindly note in advance that we do not guarantee the accuracy of all information.
• Please be advised that we will not distribute gifts to shareholders attending the meeting.
• If there are any significant changes in the operation of the General Meeting of Shareholders, we will notify you on our website.

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal 1: Distribution of Surplus

The Company proposes a distribution of surplus as follows.

Items Related to the Year-end Dividend

The Company has positioned shareholder return as a priority management issue. In order to maintain stable dividends from a long-term perspective and increase the linkage between dividend amounts and profit growth, while also striving to enhance shareholder value by making new investments for the Company's sustained growth, the Company has made it its basic policy to maintain dividends with the target dividend payout ratio of 30% to the consolidated business results.

Comprehensively taking into consideration business performance in the fiscal year under review, the business environment, and other factors, based on the basic policy mentioned above, the Company proposes a year-end dividend for the fiscal year under review of 31 yen per share. As a result, the annual dividend for the fiscal year under review will be 56 yen per share, including the interim dividend of 25 yen per share.

1. Type of dividend property Cash
2. Items related to the allocation of dividend property and its total amount 31 yen per share of common stock in the Company
   Total of 3,279,914,576 yen
3. Date the distribution of surplus comes into effect June 27, 2024

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Proposal 2: Election of 8 Directors

The terms of office of 8 Directors, Yusuke Otani, Akihiko Okada, Ryuichi Osonoe, Osamu Fushida, Kei Oe, Mari Miyoshi, Tomonori Nonomura and Shizuyo Takahashi, will expire at the conclusion of this year's Annual General Meeting of Shareholders. Accordingly, the election of 8 Directors is proposed.

The candidates for Director are as follows.

For shareholders' reference, the "Criteria Relating to the Independence and Qualifications of Outside Directors and Auditors" are provided.

No.	Name	Gender	Current positions at the Company		Candidate
	attributes
			President and Representative Director
1	Yusuke Otani	Male	Reappointment
President Executive Officer
			Director
2	Osamu Fushida	Male	Reappointment
Executive Officer
3	Seiichi Fujimura	Male	Executive Officer
	New appointment
4	Yuji Yasuki	Male	Executive Officer
	New appointment
					Reappointment
5	Mari Miyoshi	Female	Outside Director
	Independent
					Outside
					Reappointment
6	Tomonori Nonomura	Male	Outside Director
	Independent
					Outside
					Reappointment
7	Shizuyo Takahashi	Female	Outside Director
	Independent
					Outside
					New appointment
8	Takeshi Himeno	Male	―
	Independent
					Outside

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		Name		Past experience, positions, responsibilities	Number of
No.			shares of the
	(Date of birth)		and significant concurrent positions
			Company held
				April 1991	Joined the Company
				June 2010	Manager, Sales Group of IINO Gas Transport Co., Ltd.
				June 2012	Manager, Gas Carrier Group of the Company
				June 2014	Representative, Dubai Representative Office
				June 2016	General Manager of Corporate Planning & General Affairs
					Department
				June 2017	General Manager of Corporate Planning Department and
					Business Development Department
		Reappointment
			June 2018	Executive Officer; Commission of General Manager of
		Yusuke Otani		Corporate Planning Department
		June 2019	Executive Officer; in charge of Office Leasing & Operation
	(September 16, 1967)
		Department and Property Development Planning Department
		Male
		June 2020	Director; Executive Officer; in charge of Office Leasing &
				33,300
	[Attendance at the		Operation Department and Property Development Planning
		Department
	Board of Directors
	June 2021	Director; Managing Executive Officer; in charge of Corporate
		meetings]
1			Planning Department, Business Administration Department and
100%
			Stakeholder Relations Department
		(20 out of 20
		June 2022	Director; Managing Executive Officer; in charge of Corporate
		meetings)		Planning Department, Stakeholder Relations Department and
					Sustainability Promotion Department; Management of
					Business Administration Department
				April 2023	President and Representative Director; President Executive
					Officer (to present)

None

[Reason for nomination as candidate]

Mr. Yusuke Otani has abundant knowledge and experience in the gas carrier division, general affairs & planning division, and property business division. Serving as President and Representative Director and President Executive Officer of the Company since April 2023, he has decided on important management matters and supervised business execution, and is striving to strengthen corporate governance of the Company. The Company has judged that the knowledge he has developed thus far will contribute to the enhancement of corporate value, and therefore proposes his election as Director.

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			Name			Number of
No.				Past experience	shares of the
		(Date of birth)
					Company held
						April 1991	Joined the Company
						January 2013	Seconded to IINO Singapore Pte. Ltd.
						June 2014	Seconded to IINO Singapore Pte. Ltd.; concurrently General
			Reappointment				Manager of Chemical Tanker Department No. 2, the Company
		Osamu Fushida	June 2016	General Manager of Chemical Tanker Department No. 1
		June 2019	General Manager of Finance & Accounting Department
		(August 4, 1967)	June 2020	Executive Officer; in charge of Finance & Accounting
			Male		Department; Commission of General Manager of Finance &
							Accounting Department	14,600
	[Attendance at the	June 2023	Director; Executive Officer (to present)
	Board of Directors
2			meetings]
	100%			In charge of Corporate Planning Department, Finance & Accounting Department
			(14 out of 14	Commission of General Manager of Finance & Accounting Department
			meetings)	Management of DX Promotion Department
						None
	[Reason for nomination as candidate]
	Mr. Osamu Fushida has abundant knowledge and experience in the chemical tanker division and accounting division.
	Having served as Director and Executive Officer of the Company since June 2023, he manages the accounting and finance
	of the Group. The Company has judged that the knowledge he has developed thus far will contribute to the enhancement of
	corporate value, and therefore proposes his election as Director.
						June 1988	Joined the Company
						July 2003	Seconded to Fairfield Chemical Carriers Inc.
						June 2010	Manager, Marine Transport Business Group I
						June 2012	Manager, Oil Tanker Group
						June 2014	General Manager of Chemical Tanker Department No. 1
						June 2016	Director of IINO Singapore Pte. Ltd.; General Manager of
							Chemical Tanker Department No. 2
						June 2018	Executive Officer; in charge of Chemical Tanker Department
		New appointment
				No. 1 and Chemical Tanker Department No. 2; Commission of
		Seiichi Fujimura		General Manager of Chemical Tanker Department No. 2;
			Managing Director, IINO Singapore Pte. Ltd.
	(October 28, 1965)
	June 2019	Executive Officer; in charge of Chemical Tanker Department
			Male
				No. 1 and Chemical Tanker Department No. 2; Commission of	17,800
							General Manager of Chemical Tanker Department No. 1 and
	[Attendance at the
		General Manager of Chemical Tanker Department No. 2;
	Board of Directors
3		Managing Director, IINO Singapore Pte. Ltd.
		meetings]
		September 2023	Executive Officer; in charge of Chemical Tanker Department
	-%
				No. 1 and Chemical Tanker Department No. 2; Managing
	(- out of - meetings)
		Director, IINO Singapore Pte. Ltd. (to present)
						In charge of Chemical Tanker Department No. 1 and Chemical Tanker Department
						No. 2
						Managing Director, IINO Singapore Pte. Ltd.
	[Reason for nomination as candidate]
	Mr. Seiichi Fujimura has abundant knowledge and experience in the chemical tanker division. Having served as Executive
	Officer of the Company since June 2018, he has further strengthened the sales capabilities of this division. The Company
	has judged that the knowledge he has developed thus far will contribute to the enhancement of corporate value, and
	therefore proposes his election as Director.

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Name

Number of

No.

Past experience

shares of the

(Date of birth)

Company held

April 1993

Joined the Company

July 2006

Seconded to IINO Singapore Pte. Ltd.

June 2017

General Manager of Business Administration Department

June 2019

Manager of the Corporate Audit Office

June 2023

Executive Officer; in charge of Sustainability Promotion

New appointment

Department, Business Strategy Department and DX Promotion

Yuji Yasuki

Department; Commission of General Manager of Sustainability

Promotion Department, General Manager of Business Strategy

(February 4, 1970)

Department and General Manager of DX Promotion Department

Male

(to present)

10,300

[Attendance at the

Board of Directors

4

In charge of Sustainability Promotion Department, Business Strategy Department

meetings]

and DX Promotion Department

-%

Commission of General Manager of Sustainability Promotion Department, General

(- out of - meetings)

Manager of Business Strategy Department and General Manager of DX Promotion

Department

None

[Reason for nomination as candidate]

Mr. Yuji Yasuki has abundant knowledge and experience in the general affairs & planning division, public relations & IR

division, and the Corporate Audit Office. Having served as Executive Officer of the Company since June 2023, he is

striving to strengthen corporate governance of the Company. The Company has judged that the knowledge he has

developed thus far will contribute to the enhancement of corporate value, and therefore proposes his election as Director.

April 1980

Joined the Ministry of Foreign Affairs

August 2006

Minister, Permanent Mission of Japan to the United Nations

Reappointment

August 2008

Minister, Embassy of Japan in Germany

Independent

April 2012

Director-General, Sendai (Tohoku) Regional Immigration

Outside

Bureau, Ministry of Justice

Mari Miyoshi

January 2014

Director-General, Consular Affairs Bureau, Ministry of Foreign

Affairs

(March 16, 1958)

October 2015

Ambassador Extraordinary and Plenipotentiary to Ireland

Female

August 2019

Ambassador Extraordinary and Plenipotentiary (in charge of

2,000

[Attendance at the

International Cooperation for Countering Terrorism and

International Organized Crime, and in charge of Arctic Affairs)

Board of Directors

March 2021

Retired from the Ministry of Foreign Affairs

meetings]

June 2021

Outside Auditor, the Company

5

100%

June 2022

Outside Director, the Company (to present)

(20 out of 20

meetings)

None

[Reason for nomination as Outside Director candidate and expected role]

Ms. Mari Miyoshi has abundant knowledge and experience that she has cultivated through her many years of service as a

diplomat. After taking office as Outside Auditor of the Company at the 130th Annual General Meeting of Shareholders

held in June 2021, she became Outside Director of the Company at the 131st Annual General Meeting of Shareholders held

in June 2022. During her appointment as Outside Auditor, she provided appropriate oversight of Directors' execution of

duties, and after becoming Outside Director, she has been providing appropriate advice for management of the Company

from various aspects and exercising management oversight from an independent standpoint.

Considering this, the Company believes that as Outside Director, Ms. Miyoshi will be able to continue to appropriately

perform the role of offering opinions from an objective standpoint on management decisions and providing oversight of

Directors' performance of duties, especially in the areas of ESG management and global strategy, and thus proposes her

election as Outside Director.

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				Name			Number of
No.					Past experience	shares of the
	(Date of birth)
				Company held
								April 1981	Joined Sumitomo Cement Co., Ltd. (currently, Sumitomo Osaka
		Reappointment
				Cement Co., Ltd.)
			Independent
				June 2009	General Manager of Legal Department, Sumitomo Osaka
				Outside
						Cement Co., Ltd.
	Tomonori Nonomura	June 2013	Executive Officer, General Manager of Corporate Planning
		Department and General Manager of Administration
	(March 21, 1958)
		Department, Sumitomo Osaka Cement Co., Ltd.
				Male
				June 2018	Representative Director and President, SOC Logistics Co., Ltd.
	[Attendance at the	June 2021	Director and Advisor, SOC Logistics Co., Ltd.
	March 2023	Retired from office of Director and Advisor of SOC Logistics	300
	Board of Directors
		Co., Ltd.
			meetings]
			June 2023	Outside Director, the Company (to present)
	100%
6		(14 out of 14
		meetings)	None
	* The above data is
	based on attendance
	since his appointment
			as Director.
	[Reason for nomination as Outside Director candidate and expected role]
	Mr. Tomonori Nonomura has abundant knowledge and experience that he has cultivated as a legal officer of a listed
	company and a corporate manager. Having served as Outside Director of the Company since June 2023, he has been
	providing appropriate advice for management of the Company from various aspects and exercising management oversight
	from an independent standpoint.
	Considering this, the Company believes that as Outside Director, Mr. Nonomura will be able to continue to appropriately
	perform the role of offering opinions from an objective standpoint on management decisions and providing oversight of
	Directors' performance of duties, especially in the areas of legal affairs/risk management and business strategy/marketing,
	and thus proposes his election as Outside Director.
								April 1984	Joined Tokyo Branch, The Chase Manhattan Bank (currently,
		Reappointment			JPMorgan Chase Bank, N.A.)
			Independent		December 1990	Joined Chuo Coopers & Lybrand Consulting Co., Ltd.
				Outside		October 1994	Joined Future System Consulting Corp. (currently, Future
									Architect, Inc.)
	Shizuyo Takahashi	April 2004	Executive Officer, General Manager of Business Division,
	(February 24, 1962)		Future System Consulting Corp.
				Female	April 2008	Executive Officer, General Manager of Human Resources
									Headquarters, Future Architect, Inc.
	[Attendance at the	January 2016	Joined Business Brain Showa-Ota Inc.	300
	Board of Directors	July 2017	Joined WELLNET CORPORATION
			meetings]	September 2017	Director, WELLNET CORPORATION
	100%				July 2020	Outside Director, baby calendar Inc. (to present)
		(14 out of 14	April 2023	Outside Director, Computer Engineering & Consulting Ltd. (to
7			meetings)	June 2023	present)
	* The above data is	Outside Director, the Company (to present)
	based on attendance
	since her appointment
			as Director.	Outside Director, baby calendar Inc.
			Outside Director, Computer Engineering & Consulting Ltd.

[Reason for nomination as Outside Director candidate and expected role]

Ms. Shizuyo Takahashi has abundant knowledge and experience that she has cultivated as a consultant with strengths in both business operations and IT and a director of business operating companies. Having served as Outside Director of the Company since June 2023, she has been providing appropriate advice for management of the Company from various aspects and exercising management oversight from an independent standpoint.

Considering this, the Company believes that as Outside Director, Ms. Takahashi will be able to continue to appropriately perform the role of offering opinions from an objective standpoint on management decisions and providing oversight of Directors' performance of duties, especially in the matters of finance/accounting and human resources/labor affairs, and thus proposes her election as Outside Director.

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				Name		Past experience, positions, responsibilities	Number of
No.					shares of the
	(Date of birth)		and significant concurrent positions
			Company held
								April 1987	Joined Asahi Chemical Industry Co., Ltd. (currently, Asahi
									Kasei Corp.)
								October 1988	Dispatched to Sapporo Medical University (two [2] years)
								July 2006	General Manager of Development Promotion Department,
									Clinical Development Center, Asahi Kasei Pharma Corp.
								April 2011	Director of Pharmaceutical Research Center, Asahi Kasei
		New appointment
				Pharma Corp.
			Independent
				April 2013	Director of Pharmaceutical Affairs and Reliability Assurance
				Outside
						Center, Asahi Kasei Pharma Corp.
		Takeshi Himeno	April 2014	Director of Healthcare Corporate Research & Development
			Center, Corporate Research & Development Division, Asahi
	(August 19, 1958)
		Kasei Corp.	0
				Male
				April 2015	Executive Officer, Asahi Kasei Corp.
	[Attendance at the	April 2016	Director, Managing Executive Officer and General Manager of
8		Medical Product Development Division, Asahi Kasei Medical
Board of Directors		Co., Ltd.
			meetings]	April 2017	Representative Director and President, Asahi Kasei Medical
	-%					Co., Ltd.
	(- out of - meetings)	April 2019	Senior Executive Officer in charge of Quality Assurance, Asahi
									Kasei Corp.
								April 2022	Advisor, Asahi Kasei Corp. (to present)

Advisor, Asahi Kasei Corp.

[Reason for nomination as Outside Director candidate and expected role]

Mr. Takeshi Himeno has abundant knowledge and experience that he has cultivated as a corporate manager. The Company believes that as Outside Director, Mr. Himeno will be able to appropriately perform the role of offering opinions from an objective standpoint on management decisions and providing oversight of Directors' performance of duties, especially in the matters of corporate management and technology/DX, and thus proposes his election as Outside Director.

(Notes)

1. There are no special interests between each candidate and the Company.
2. Ms. Mari Miyoshi, Mr. Tomonori Nonomura, Ms. Shizuyo Takahashi and Mr. Takeshi Himeno are candidates for Outside Director. The Company has notified Tokyo Stock Exchange, Inc. of the appointments of Ms. Mari Miyoshi, Mr. Tomonori Nonomura and Ms. Shizuyo Takahashi as independent directors. If they are reelected, they are to continue serving as independent directors. Furthermore, if Mr. Takeshi Himeno is elected, the Company plans to notify Tokyo Stock Exchange, Inc. of his appointment as an independent director.
3. Ms. Mari Miyoshi, Mr. Tomonori Nonomura and Ms. Shizuyo Takahashi have entered into agreements with the Company in accordance with Article 427, Paragraph 1 of the Companies Act to limit their liability to the amount stipulated in laws and regulations, provided they have executed their duties in good faith and without gross negligence. If Ms. Mari Miyoshi, Mr. Tomonori Nonomura and Ms. Shizuyo Takahashi are elected, the Company plans to continue the liability limitation agreements with them. Furthermore, if Mr. Takeshi Himeno is elected, he will enter into the liability limitation agreements.
4. The Company has entered into a directors and officers (D&O) liability insurance contract with an insurance company as provided for in Article 430-3, Paragraph 1 of the Companies Act. The insurance policy covers damages that may arise when the insured Director assumes liability for the execution of his or her duties or receives a claim related to the pursuit of such liability. However, there are certain exclusions, such as no coverage for damages arising from gross negligence or willful misconduct. If the candidates are reappointed as Director, each of them will be the insured under the insurance policy, which is to be renewed during their terms of office.
5. The Company has entered into an indemnification agreement with each of Directors as provided for in Article 430-2, Paragraph 1 of the Companies Act, under which the Company shall indemnify them for the expenses provided for in item (1) of said paragraph and the loss provided for in item (2) of said paragraph to the extent provided for under laws and regulations; provided, however, that the indemnification agreement has provisos to ensure that the indemnification does not demotivate the indemnified Director to appropriately execute his or her duties, such as the provision that the indemnification does not cover expenses or loss arising from malice or gross negligence of the indemnified Director in the execution of his or her duties. If Mr. Yusuke Otani, Mr. Osamu Fushida, Ms. Mari Miyoshi, Mr. Tomonori Nonomura and Ms. Shizuyo Takahashi are elected, the Company plans to continue the indemnification agreement with
6. • 9 -

them. If Mr. Seiichi Fujimura, Mr. Yuji Yasuki and Mr. Takeshi Himeno are elected, the Company plans to enter into the indemnification agreement with them.

1. Ms. Mari Miyoshi is currently an Outside Director of the Company, and her term of office as Outside Director will be two (2) years at the conclusion of this year's Annual General Meeting of Shareholders. Mr. Tomonori Nonomura and Ms. Shizuyo Takahashi are currently Outside Directors of the Company, and their terms of office as Outside Directors will be one (1) year at the conclusion of the year's Annual General Meeting of Shareholders.
2. If Mr. Tomonori Nonomura and Mr. Takeshi Himeno are elected, the Company plans to elect them as members of the Special Committee based on takeover defense measures.

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