(Securities Identification Code: 9532) June 29, 2017 To Shareholders

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1 (Securities Identification Code: 9532) June 29, 2017 To Shareholders Takehiro Honjo, President OSAKA GAS CO., LTD Hiranomachi, Chuo-ku Osaka, Japan Notice of Resolution at 199th Annual Meeting of Shareholders Dear Sir or Madam, We would like to inform you of the report and resolutions made at the 199th Annual Meeting of Shareholders of OSAKA GAS CO., LTD. (the Company ) held today (the Meeting ). The Company hopes all shareholders will continue to extend support and encouragement to the Company. Yours faithfully, Details: Report: Business report, consolidated financial statements, non-consolidated financial statements, report of the accounting auditor and s report on consolidated financial statements for the 199th term (year from April 1, 2016 to March 31, 2017) The above items were reported. Proposals and Resolutions: Proposal 1: Appropriation of Earnings The proposal was approved and passed in its original form. The year-end dividend is 5.00 per share. Proposal 2: Reverse Stock Split The proposal was approved and passed in its original form. Five (5) shares of the Company s common stock will be consolidated into one (1) share on October 1, 2017, as an effective date. A partial amendment will be made as of October 1, 2017, to the Company s Articles of Incorporation as follows: (1) The total number of authorized shares specified in Article 6 will be seven hundred million (700,000,000) shares. 1

2 (2) The number of shares of the Company constituting a full unit will be one hundred (100) shares. The Company s Articles of Incorporation after amendment will be provided at the Company s website ( index.html). Please note that the Company s Articles of Incorporation before amendment is and will be provided at the aforementioned website until September 30, Proposal 3: Election of Thirteen s The proposal was approved and passed in its original form. Mr. Hiroshi Ozaki, Mr. Takehiro Honjo, Mr. Hidetaka Matsuzaka, Mr. Tetsuo Setoguchi, Mr. Masataka Fujiwara, Mr. Kazuhisa Yano, Mr. Toshimasa Fujiwara, Mr. Tadashi Miyagawa, Mr. Hideaki Nishikawa, Mr. Takeshi Matsui, Mr. Shunzo Morishita, Mr. Hideo Miyahara and Mr. Takayuki Sasaki were elected and all of them have assumed office. Mr. Shunzo Morishita, Mr. Hideo Miyahara and Mr. Takayuki Sasaki are outside directors as specified in Article 2, Item 15 of the Companies Act. 2

3 To Our Shareholders 1. Personnel Affairs of Officers Pursuant to the resolution of the Meeting and the resolution of the Board of s held after the Meeting, the officers of the Company are as follows (The s are not replaced.): Hiroshi Ozaki Representative and Chairman Tadashi Miyagawa Takehiro Honjo Representative and President Executive President Hideaki Nishikawa Hidetaka Matsuzaka Representative Takeshi Matsui ( * ) Tetsuo Setoguchi Representative Shunzo Morishita ( ** ) Masataka Fujiwara Representative Hideo Miyahara ( ** ) Kazuhisa Yano Takayuki Sasaki ( ** ) Toshimasa Fujiwara Takahiko Kawagishi (full-time) Yoko Kimura ( ** ) Akihiko Irie (full-time) Eiji Hatta ( ** ) Shigemi Sasaki ( * )( ** ) (Note) ( * ) Newly elected director ( ** ) An outside director or. All of them have been notified as independent officers pursuant to the provisions prescribed by each stock exchange on which the Company s stock is listed. 3

4 2. Dividends Enclosed please find the following documents. For those shareholders who have designated transfer of cash dividends to their bank accounts. The enclosed Statement of Dividends and Account for Transfer of Dividends. For those shareholders who have designated the stock pro rata system. The enclosed Statement of Dividends and Methods of Receiving Your Dividends. For those shareholders who have designated neither of the aforementioned transfers of cash dividends. The enclosed Statement of Dividends and Receipt of Year-end Dividends for the 199th term. ( * ) (Note) ( * ) Please receive the payment of year-end dividends by presenting the Receipt of Year-end Dividends for the 199th term at nearby main or branch office of Japan Post Bank Co., Ltd. or the post office during the term of payment (from June 30, 2017 to July 31, 2017). [Notice in relation to the payment of dividends of listed shares] Pursuant to the Act on Special Measures Concerning Taxation, we are required to send a Payment Notice which shows the dividend amount and the amount of tax collected to our shareholders in relation to the dividends we distribute. The enclosed Statement of Dividends serves as the Payment Notice, therefore please submit this Statement of Dividends as an attachment when filing your tax return. (In the case where you have designated the stock pro rata system, please contact your account management institution such as a securities company with regard to necessary document to be attached when filing your tax return). 4

5 3. Change of the Number of Shares Constituting a Full Unit, and Reverse Stock Split Since the proposal for reverse stock split was approved at the Meeting as described above, the number of shares of the Company constituting a full unit will be changed from one thousand (1,000) shares to one hundred (100) shares and five (5) shares of the Company s common stock will be consolidated into one (1) share on October 1, 2017, as an effective date. This reverse stock split does not require any procedures for the shareholders of the Company. Matters concerning change of the number of shares constituting a full unit and reverse stock split such as treatment of fractional shares resulting from the reverse stock split are provided at the Company s website ( Please direct any inquiries to the administrator of shareholders' register of the Company below or the account management institution such as the securities company that manages the stock for you. The Administrator of Shareholders' Register: Sumitomo Mitsui Trust Bank, Limited. Contact: Stock Transfer Agency, Sumitomo Mitsui Trust Bank, Limited. Toll free number: (Opening hours: from 9 a.m. to 5 p.m. except on Saturdays, Sundays and national holidays) NOTE Please note that these are not official texts, and Statement of Dividends, Account for Transfer of Dividends, Methods of Receiving Your Dividends and Receipt of Year-end Dividends for the 199th term are not attached. The information herein stated is provided only for the foreign shareholders' reference. The Company is not responsible for the accuracy or completeness of information. The official texts are those stated in the Notice of Resolution at 199th Annual Meeting of Shareholders issued in Japanese. The Notice has been mailed to the custodian in Japan of each foreign shareholder. 5

To Our Shareholders: (Securities Identification Code: 9532) Report for the 199th Fiscal Year From April 1, 2016 to March 31, 2017

To Our Shareholders: (Securities Identification Code: 9532) Report for the 199th Fiscal Year From April 1, 2016 to March 31, 2017 This document has been translated from the Japanese original for reference purposes only. In the event of discrepancy between this translated document and the Japanese original, the original shall prevail.