THE OHIO ART COMPANY NOTICE OF SPECIAL NEETNG OF SHAREHOLDERS TOBE HELD MARCH 1, 2021 Bryan, Ohio February 8, 2021 Tote Shareholders of The Oi Company NOTICE 1S HEREBY GIVEN that a special meeting ofthe Shareholders of THE OHIO ART COMPANY (the “Company’) has been called by the Cheinman of te Board of Directors and wil be held al the Sauder Heriage Inn Board Room, 2611 QH-2, Archibold, Ohi, an March 1, 2021 at {9:00am ical me forte folowing purposes: 1. To-consider and vote upon an amendment of Acie Fourth ofthe Amended Articles of Incorporation o effect at for-2300 reverse stock spit ofthe Company's common shares (he “Stock Spt Amendmen'’). As a resul ofthe Stock Spit Amendment, (2 each stockholder ‘ring fewer than 2,300 shares of common sick o the Company immediately btore the Stock Split Amendment wl rosive $10.05 in cash that intrest, (he "Cash Out Price" foreach share oumet by suc stockholder immediately prior tothe Stock Spt Amendment, and wil no longer bea stockholder ofthe Company "Cashed Out Holders"): an (b) each share held by a stockholder owning 2:30 ct ‘more shares of common stock ofthe Company immediately prior the effective ime ofthe Siock Split Amendment wl receive 1 share for every 2,300 shares and any fracional shares (Remaining Holders), 2. Totransact such other business as may propery come before the meeting or any adjournment threat Only Shareholders ofecord at the close of business on February 5, 2024 are ened to nate of and to vote at the meeting. ‘sof Februry 6, 2021, the record date set by the Company, the Company had outstanding an enitled to vole atthe meeting and any ‘adjournment therot 383,753 shares of Common Stock. Each Shareholder onthe reoard date is entiled fo one vote foreach share. PROPOSAL TO APPROVE ‘THE STOCK SPLIT AMENDMENT Description ofthe Stock Split Amendment Proposal ‘The Company's board of directors has adopted a resoliion recommending tha Acie Furth of the Amended Arce of Incorporation be amended to afer a 14-2300 reverse stock split. The board of crectrs further directed thatthe Stock Sot Amendment be submited fr consideration by ‘he shareholders at this Special Meeting. if approved, a 12.300 reverse stack splt of Company shares wil ocur on the date thatthe Ohio ‘Secretary of State accepts for fing certificates of amendment tothe Company's Atcas of Incorporation (Ihe “Effective Date). As aresut of the reverse stock spit 41. Each holder of less than 2;300 shares immediately before he reverse slack split wil receve ihe Cash Out Price for each share he immediately before the reverse stock soi and wil no longer be a shareholder of the Company; ard 2. Eachholderof 2,200 or more Company shares immeciately prior the raverse slack spt wil be ented to receive one share of Compeny stock or each 2,300 shares of Company stock ald immediataly before te reverse stock split along witha rational share interest or ay remainder. Fraconal shee interests held by holders of more than 2,300 shares on the Effective Date wil not be purchesed by the Company and holders of £2300 or more shares wil nt be entited to receive any cash payment fm the Company. ‘Aor the reverse stock spits complete and holders of ess than 2,200 shares have been cashed out, the Company intend fo effec a follow-up 2,3004or1 forward stock spt ofthe Company's shares. Each holder of 2,20 o more of Company shares immediatly before the reverse stack sot wil patcjpate inte forwar sock spt, which wil esutin each such holder owning tho same number of sheres efter te forward stock spt as before the ravers stock spl ifthe Stock Spit Amendment is approve by he shareholders, certfeation of the amendment wil be submited tothe Ohio Secretary of State anc ‘become efectve upon fling. The resoluton amending the Company's Amended Aces of Incorporation wil state RESOLVED that Atel Fourth of the Amended Arties of Incorporation of The Ohio At Company is hereby amended to ead ints entirety 28 st forth below FOURTH: The maximum number of shares which the corporations authorized te have oustanding is 1,995,552, al of which shall be shares of Common Stock, par value $1 Efecve al the date and time this amendment tothe Amended Atcls ofInorporaton to amend and replace this Artcle FOURTH is ‘cepted bythe Seoretary of Sat ofthe Sate of Oto the “Efectve Time’), each two thousand three huncred (2.300) ofthe corporation's common shares then issued and oustanding sal be evtsmatcally converted into one flypaid and non-assessable common share (he“Reverse Stock Si Amendment), Inlew ofthe issuance o ny factonal common shares or scrip that woud otherwise result fom the Reverse Stock Spit Amencment to holders who held ess than Wo thousand three hundred 2 300) common shares immediately before the Efecve Time (Cashed Out Holders), each Cashed Out Holder shall be ened to receive the amount of en dolars and five cons (10.0) in cash for each common share held inmeditly porto he Efectve Time. Upon the completion ofthe Reverse Stock Spt “Amendment, Cashed Out Holders shal case tbe shareholders ofthe corporation. Holders who held two thousand thre hundred (2,300) cf more common shares immediately prior to the Efetive Time shel be issued fractional common shares. This paragraph ofthis Article FOURTH shal afect only issued and oustanding shares ofthe corporation and shall a fet he ftal authorized number of shares and shal not change te slated cepitlor pain surplus referable othe comeman shares, any ‘No older of any shares of any cass of stock ofthe corporation shal have any preemptive or other ight to subscribe for or acquire any shares of sock of any class, of any secuttes convertible ino shares of stock of any cass, ofthe corporation, whether now or hereafter authorized, ‘Approval of the Stock Spt Amendment requires the affirmative vole ofthe holders of shares ening them to exercise a majority ofthe voting power ‘ofthe Company onthe proposal as of the Record Dale ‘What vote is required to approve the Stock Spit Amendment? Under the Company’ Amended Articles of Incorporation, n oder forthe Stock Split Amendment o be approved would need to be approved by the affimative vote of the holders of shares enftng them to exercise a majority ofthe voting power of the Company onthe proposal oustanding as of te record date. Members ofthe Kilgallonfamiy curently hold a sufcient nurber of shares to approve the Stock Split Amendment without the necessity of any other shareholder voting in favor ofthe proposal, andthe board of directors expects that ll shares hed by the Kligallon fay wil be voted in favor of the Stock Spit Amendment ‘Should send in my stock cetifcates now? ‘No. After the Stock Spit Amendment is completed, we wil send wien instucions to ai Cashed Cut Holders for fawarting you lock certfctes ‘ousinexchange forthe cash consideration. No service charges willbe payable by Cashed Out Holders in connection withthe exchange of ceriicates ‘orthe payment of cash in feu of issuing fractonal shares. What hold my shares in Street Name? ‘Athe fctvetme ofthe Stock Split Amendment, the Cmpany wil presume, absent actual knowledge on its part othe contrary, hat al bene ‘omners holding the shares ofthe Company in ‘street name" hrough brokerage, RA ad rust accounts, or cher sinlararangements, are Cashed (Out Holders. The Company wil coordina wih the exchange agent othe Revers Spt Amendment fo conf any benefeil owners above the Reverse Spt Amendment Cut by reference tothe st of non-bjecng beneficial oamers (he ‘(HOBO Lis’) as ofthe dete immediately preceding the ffecive date of the Reverse Spit Amendment. Steet name shareheles with oneshp above the Reverse Spit Cutoff who have not ‘fmatvey consented to being identified onthe NOBO List must ike measures to demonstrate ther ownership level othe Company's absolute Salsfacton or they willbe cashed out as part ofthe Stock Spit Amendment. This may require directing your bank or broker lo prepare doumentaton certyng your beneficial ouersip of a sficint numberof shares o allow you to coninue as a Remaining Holder. Another opion shaving your bank or broker drect your beneficial ownersip in the Company's conan stock be wansfered out of steet name and registered drecy in your ramon the Company's ester books, Beneficial steet name holders above the Reverse Split Cutoff who ae not on the NOBO List wl have 30 days from the dale ofthe special meeting approving the Reverse Spit Amendnent to very thir ownership tothe Companys salistacion. The Company’ discretion in deterining te adequacy of banker confmaton and citer supporing malaria willbe absolut. Contac your bank or broker fo questions on how proceed (OTHER BUSINESS. ‘The management knows of no other business o be transacted, but any other business does come before the meeting, those ‘Shareholders present in person athe meeting wil be ented to vote or ac with respect to such business in accordance wih thelr best judgement vot Foner 8 2021 f Z refypl Wiliam C. Kitgalon, Caiman