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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
Stock Exchange Code: 4997
June 2, 2021
To Shareholders with Voting Rights:
Yosuke Tomoi
Representative Director, President
NIHON NOHYAKU CO., LTD.
19-8, Kyobashi 1-Chome, Chuo-ku,
Tokyo, JapanNOTICE OF
THE 122ND ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
The 122nd Ordinary General Meeting of Shareholders of NIHON NOHYAKU CO., LTD. (hereinafterreferred to as the “Company”) will be held for the purposes as described below.
To prevent the spread of COVID-19, we hereby kindly but firmly ask shareholders to exercise yourvoting rights in writing or via the Internet wherever possible, rather than to attend the General Meeting,regardless of health condition.
Please review the attached Reference Documents for the General Meeting of Shareholders and,following the instruction hereinafter described, exercise your voting rights by 5:25 p.m. on Tuesday,June 22, 2021, Japan time.
Wednesday, June 23, 2021 at 10:00 a.m. Japan time
Banquet hall Ariake on the 2nd floor of Royal Park Hotellocated at 1-1, Nihonbashi-Kakigara-cho 2-Chome, Chuo-ku, Tokyo, Japan
As part of the infection control measures against the novel coronavirus, we will arrange wider distance
between seats, resulting in far fewer seats this year than normally available in ordinary years, as was thecase the last year. As such, some of shareholders may not be accommodated in the venue, for which yourkind understanding would be appreciated.
3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
122nd Fiscal Year (April 1, 2020 - March 31, 2021) and results of audits by
the Accounting Auditor and the Audit & Supervisory Committee of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 122nd Fiscal
Year (April 1, 2020 - March 31, 2021)
1. Date and Time:
2. Place:

Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of 10 Directors (Excluding Directors Serving as the Audit &Proposal 2:
Supervisory Committee Members)-1-

4. Instruction for Exercising Voting Rights:
If you are attending the General Meeting of Shareholders
Please submit the enclosed Voting Rights Exercise Form at the reception desk.
Wednesday, June 23, 2021 at 10:00 a.m. Japan time

Date and Time of the Meeting

If you are not attending the General Meeting of Shareholders, please exercise your voting
rights either via postal mail or the Internet.
Exercise of voting rights by postal mailPlease indicate your approval or disapproval of the proposals on the attached Voting Rights Exercise Formand return it by the deadline.
Deadline of Exercise

Tuesday, June 22, 2021 at 5:25 p.m. Japan time

Exercise of voting rights via the Internet
Please access the Company’s designated voting rights exercise website (https://www.web54.net) and use the“voting rights exercise code” and “password” indicated on the enclosed Voting Rights Exercise Form, andfollow the instructions on the screen to enter your vote for or against the proposals by the deadline.
For details, please refer to page 3 of the Japanese version of this document.
Deadline of Exercise

Tuesday, June 22, 2021 at 5:25 p.m. Japan time

If you exercise your voting rights using a smartphone, please use “Smart Voting.”* Please refer to the enclosed flier for details.
If your voting rights are exercised in duplicate both in writing and via the Internet, etc., the vote via theInternet, etc. shall be deemed valid. When voting rights are exercised multiple times via the Internet, etc., orin duplicate using a PC or smartphone, the last vote shall be deemed valid.

〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
<Requests to our shareholders> The aforementioned procedures may be changed depending on the latest development concerning the
COVID-19 pandemic, or on the announcement by the government and other authorities. Shareholders
are asked to check the latest information posted on the Company’s website (https://www.nichino.co.jp/)(Japanese only).
 Exercise of voting rights by mail should involve infection risk in the processes including returning by
post and aggregation at the Company. Therefore, we would like to ask you to exercise your voting
rights via the Internet, etc. wherever possible, if you opt for voting in advance.
 Hand sanitizers shall be placed for shareholders at the entrance to the venue.
 Shareholders attending the meeting are kindly asked to bring and wear a face mask.
We will be checking your body temperatures at the entrance to the venue. Shareholders found to have afever of 37.5 degrees Celsius or higher, those not feeling well, and those having returned from overseas
in the past 14 days may be asked not to enter the venue and go home. Shareholders having returned
from overseas in the past 14 days would be requested to report to the reception.
 Staff at the venue for organizing the General Meeting will be checked for their body temperature andphysical condition in advance and will be wearing a face mask.
 With a view to reducing the time of the meeting thereby minimizing the risk of infection, we decided
not to present detailed explanation about the proposals for the General Meeting. As such, shareholders
attending the General Meeting in person are asked to go through this notice in advance.

-2-◎ If you are exercising your voting rights by proxy, you can delegate the exercise of your voting rights toanother shareholder, who also owns voting rights. In such a case, please have your proxy submit awritten power of attorney.
◎ The following matters are provided on the Company’s website (https://www.nichino.co.jp/) pursuant
to laws and regulations and Article 15 of the Company’s Articles of Incorporation, and are thus notincluded with this notice.
(1) “III. Structures and policies of the company” and “IV. Other significant matters regarding thecurrent status of the corporate group” of the Business Report(2) “Consolidated Statement of Changes in Equity” and “Notes to the Consolidated Financial
Statements” of the Consolidated Financial Statements(3) “Non-consolidated Statement of Changes in Equity” and “Notes to the Non-consolidated Financial
Statements” of the Non-consolidated Financial Statements◎ Should the attached documents and Reference Documents for the General Meeting of Shareholders of
this convocation notice require revisions, the revised versions will be posted on the Company’s
website (https://www.nichino.co.jp/) (Japanese only).
◎ A video recording of the proceedings of the General Meeting is planned to be posted on the
Company’s website (https://www.nichino.co.jp/ir/page_10094.html) (Japanese only) about one week
after the day of the event.

-3-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:
Appropriation of Surplus
The Company’s basic policy is to distribute stable and continuous dividend of profits to shareholders
through enhancing the corporate value by expanding the business revenue and strengthening financial
standing from the long-term perspective.
Taking into account the above policy and performance during the current fiscal year, the appropriation of
surplus for the 122nd fiscal year is proposed as follows.
Matters concerning the year-end dividend:(1) Matters concerning the allotment of dividend property to shareholders and total amount thereof:
7.50 yen per share of the Company’s common stock, in a total amount of 590,806,650 yen
Furthermore, as an interim dividend of 7.50 yen per share was provided, the annual dividend will be
15 yen per share in total.
(2) The effective date of the dividend of surplus
Thursday, June 24, 2021

-4-

Proposal 2:

Election of 10 Directors (Excluding Directors Serving as the Audit & Supervisory
Committee Members)

The terms of office of all 10 Directors (excluding Directors serving as the Audit & Supervisory
Committee Members; hereinafter the same) will expire at the conclusion of this Ordinary General Meeting of
Shareholders. Accordingly, the Company proposes the election of 10 Directors.
The Audit & Supervisory Committee deliberated this proposal and expressed its opinion that there are no
matters to be pointed out.
The candidates for Director are as follows:
No.

Name

1

Yosuke Tomoi

2

Koji Shishido

3

Current positions and responsibilities
Reelection

Representative Director, President
Representative Director and Senior
Managing Executive Officer, Division
Manager of Production Division, and in
charge of Environment Safety Dept.
Director and Managing Executive Officer,
Division Manager of Administration
Division, responsible for Osaka Plant andGeneral Manager of Osaka Plant, incharge of Market Development Division,and responsible for special missions

Hirohisa Yano

Attendance rate at
Board of Directors
meetings
100%(18 out of 18
meetings)

Attributes

Reelection100%(18 out of 18
meetings)

Reelection100%(18 out of 18
meetings)
100%(18 out of 18
meetings)
100%(18 out of 18
meetings)
100%(18 out of 18
meetings)
94%(17 out of 18
meetings)

4

Hiroshi Yamanoi

Director and Senior Executive Officer,
and Division Manager of Industrial &Pharmaceuticals Sales Division5

Hideo Yamamoto

Director and Senior Executive Officer,
and Division Manager of Domestic Sales
Division

Reelection

6

Hiroyuki Iwata

Director and Senior Executive Officer,
and Division Manager of Corporate
Planning Division

Reelection

7

Akio Kohri

DirectorReelection

8

Yasunori Matsui

DirectorReelection

Outside Indepen-

Kazuyoshi Tachibana Director

Reelection

Outside Indepen-

910Kozo MachiyaNewelection

New election
Director candidate

Managing Executive Officer and Division
Manager of Research Division

Reelection

Reelection
Director candidate

Outside-5-

Reelection

dent

dent

New
election

Outside Director
candidate100%(18 out of 18
meetings)
100%(16 out of 16
meetings)—

Independent

Independent officer
stipulated by stock
exchanges, etc.

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1980
December 2006

1

2

Number ofshares of theCompany held

Joined the Company
Executive Officer and General Manager of Corporate Planning
Dept., Corporate Office DivisionDecember 2007 Director and Executive Officer, General Manager of Corporate
Office Division, General Manager of Corporate Planning Dept.,
Corporate Office Division, and General Manager of Legal &Auditorial Dept., Corporate Office Division of the Company
Yosuke Tomoi(January 12, 1956) December 2008 Director and Executive Officer, General Manager of Corporate
Office Division, responsible for Secretarial Dept., and General
Manager of Secretarial Dept.
Reelection
December 2009 Director and Executive Officer, and Deputy Division Manager ofAttendance rate at
Sales Division
34,972
Board of Directors August 2010
Director and Executive Officer, Deputy Division Manager ofSales Division, and General Manager of Sales Dept. 2, Sales
meetings
100%
Division(18 out of 18
December 2011 Director and Managing Executive Officer, General Manager of
meetings)
Corporate Office Division, responsible for Secretarial Dept., andGeneral Manager of Secretarial Dept.
December 2014 Director and Senior Managing Executive Officer, General
Manager of Corporate Office Division, responsible for
Secretarial Dept., in charge of Administration Division, andGeneral Manager of Secretarial Dept.
December 2015 Representative Director, President (current position)[Reason for election as a candidate for Director]
Mr. Yosuke Tomoi assumed the office of Representative Director, President of the Company in 2015 after having served as
Director of the Company from 2007. He has designed the Nichino Group vision and implemented growth strategies torealize that vision. The Company expects him to continuously steer the ongoing group management of the Company as abusiness administrator by drawing on these experiences and achievements.
[Special notes regarding the candidate for Director]
There are no special interests between Mr. Yosuke Tomoi and the Company.
April 1983
Joined Asahi Denka Co., Ltd. (current ADEKA Corporation)
June 2004
General Manager of Food Production Dept., Kashima Plant,
Asahi Denka Co., Ltd.
Koji Shishido
June 2010
Plant Manager of Kashima Plant, ADEKA Corporation(December 20, 1959)
June 2014
General Manager of Production Management Dept., ADEKA
Corporation
Reelection
June 2016
Operating Officer and General Manager of Environmental
Protection Division, General Manager of Environmental Safety
Attendance rate at
17,906& Quality Assurance Dept., ADEKA Corporation
Board of Directors
April 2017
Operating Officer and General Manager of Environmental
meetings
Protection Division, ADEKA Corporation
100%
December 2018 Representative Director and Senior Managing Executive(18 out of 18
Officer, and Division Manager of Production Division
meetings)
June 2020
Representative Director and Senior Managing Executive
Officer, Division Manager of Production Division, and in
charge of Environment Safety Dept. (current position)[Reason for election as a candidate for Director]
Mr. Koji Shishido has engaged in the management of ADEKA Corporation, the Company’s parent company, as its
Operating Officer. In addition, he has a wealth of experience serving many years as head of the production andenvironmental protection segments and broad insight. He assumed the office of Representative Director of the Company in2018, and is currently engaged in strengthening the Group’s production structure as Division Manager of the Production
Division. The Company expects him to contribute to revitalizing the Board of Directors by drawing on these experiences
and achievements.
[Special notes regarding the candidate for Director]
There are no special interests between Mr. Koji Shishido and the Company.
For the past 10 years, Mr. Koji Shishido served as an executive of ADEKA Corporation, the Company’s parent company
as described in past experience, positions, responsibilities and significant concurrent positions.

-6-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1982
August 2007
December 2008
December 2011

3

Number ofshares of theCompany held

Joined the Company
General Manager of Secretarial Dept.
General Manager of Marketing Dept., Sales Division
Executive Officer, Deputy Division Manager of Sales Division,
Hirohisa Yano
General Manager of Marketing Dept., Sales Division, and(July 16, 1958)
General Manager of Sales Dept. 2, Sales Division
August 2013
Executive Officer, Deputy Division Manager of Sales Division,
Reelection
and General Manager of Marketing Dept., Sales DivisionDecember 2015 Director and Senior Executive Officer, and Division Manager ofAttendance rate at
Sales Division
8,793
Board of Directors August 2017
Director and Senior Executive Officer, and Division Manager of
meetings
Domestic Sales Division100%
December 2018 Director and Senior Executive Officer, and Division Manager of(18 out of 18
Market Development Division
meetings)
June 2020
Director and Managing Executive Officer, Division Manager of
Administration Division, responsible for Osaka Plant andGeneral Manager of Osaka Plant, in charge of Market
Development Division, and responsible for special missions(current position)[Reason for election as a candidate for Director]
Mr. Hirohisa Yano has broad experience and knowledge gained by serving in the Company’s sales segment, market
development segment, and others. He assumed the office of Director of the Company in 2015 and is currently engaged instrengthening the administration segment as Division Manager of the Administration Division. The Company expects him
to continuously contribute to revitalizing the Board of Directors by drawing on these experiences and achievements.
[Special notes regarding the candidate for Director]
There are no special interests between Mr. Hirohisa Yano and the Company.

-7-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1981

4

Number ofshares of theCompany held

Joined Adeka Argus Chemical Co., Ltd. (current ADEKA
Corporation)
June 2007
General Manager of Additives Solution Dept., Polymer
Additives R&D Laboratory, ADEKA Corporation
October 2010
General Manager of Additives Solution Dept., Polymer
Additives R&D Laboratory, ADEKA Corporation
May 2011
General Manager of Overseas Business Promotion Office,Hiroshi Yamanoi
Corporate Planning Dept., ADEKA Corporation(January 22, 1958)
June 2014
General Manager of Affiliated Companies Support Office,Corporate Planning Dept., ADEKA Corporation
Reelection
October 2016
Joined the Company
Executive Adviser of Chemical Products Division
Attendance rate at
8,511
December 2016 Director and Senior Executive Officer, and Division Manager ofBoard of Directors
Chemical Products Division
meetings
December 2018 Director and Senior Executive Officer, and responsible for100%
Pharmaceuticals Dept.
(18 out of 18
August 2019
Director and Senior Executive Officer, and Division Manager of
meetings)
Industrial & Pharmaceuticals Sales Division
April 2020
Director and Senior Executive Officer, Division Manager ofIndustrial & Pharmaceuticals Sales Division and General
Manager of Pharmaceuticals Dept., Industrial & Pharmaceuticals
Sales Division
April 2021
Director and Senior Executive Officer, and Division Manager ofIndustrial & Pharmaceuticals Sales Division (current position)[Reason for election as a candidate for Director]
Mr. Hiroshi Yamanoi has worked to promote and support overseas businesses in the corporate planning department of
ADEKA Corporation, in addition to having engaged in research and development of additives solution at that company. He
assumed the office of Director of the Company in 2016, and is currently engaged in strengthening the industrial andpharmaceuticals sales business including agrochemicals as Division Manager of the Industrial & Pharmaceuticals Sales
Division. The Company expects him to continuously contribute to revitalizing the Board of Directors by drawing on theseexperiences and achievements.
[Special notes regarding the candidate for Director]
There are no special interests between Mr. Hiroshi Yamanoi and the Company.
In the past, Mr. Hiroshi Yamanoi served for 10 years as an executive of ADEKA Corporation, the Company’s parent
company as described in past experience, positions, responsibilities and significant concurrent positions.

-8-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1985
August 2006
December 2013

5

6

Number ofshares of theCompany held

Joined the Company
General Manager of Sales Dept. 1, Sales Division
General Manager of Accounting and System Dept.,
Administration DivisionDecember 2015 Executive Officer, Deputy Division Manager of Sales Division,and General Manager of Marketing Dept., Sales Division
Hideo Yamamoto
December 2016 Executive Officer, Deputy Division Manager of Sales Division,(August 10, 1962)
and General Manager of Technical Service & Promotion Dept.,
Sales Division
Reelection
December 2017 Executive Officer, Deputy Division Manager of Domestic Sales
Division, General Manager of Technical Service & Promotion
Attendance rate at
6,929
Dept., Domestic Sales Division, and General Manager of Sales
Board of Directors
Dept. 1, Domestic Sales Division
meetings
August 2018
Executive Officer and Deputy Division Manager of Domestic
100%
Sales Division(18 out of 18
December 2018 Director and Senior Executive Officer, and Division Manager of
meetings)
Domestic Sales Division
April 2020
Director and Senior Executive Officer, and Division Manager ofDomestic Sales Division, General Manager of Smart Agriculture
Promotion Dept., Domestic Sales Division
April 2021
Director and Senior Executive Officer, and Division Manager ofDomestic Sales Division (current position)[Reason for election as a candidate for Director]
Mr. Hideo Yamamoto has broad experience and knowledge gained by serving in the domestic sales and administration
segments of the Company. He assumed the office of Director of the Company in 2018, and is engaged in strengthening thedomestic businesses as Division Manager of the Domestic Sales Division. The Company expects him to contribute torevitalizing the Board of Directors by drawing on these experiences and achievements.
[Special notes regarding the candidate for Director]
There are no special interests between Mr. Hideo Yamamoto and the Company.
April 1986
Joined the Company
Hiroyuki Iwata
December 2013 General Manager of Sales Dept. 1, Sales Division(November 3, 1963)
August 2016
General Manager attached to Division Manager of Overseas
Division
Reelection
December 2016 Executive Officer, Deputy Division Manager of Overseas
Division, and General Manager of Sales Dept. Asia, Overseas
Attendance rate at
9,002
Division
Board of Directors
December 2017 Executive Officer and Division Manager of Overseas Division
meetings
December 2018 Director and Senior Executive Officer, and Division Manager of100%
Overseas Division(18 out of 18
June 2020
Director and Senior Executive Officer, and Division Manager of
meetings)
Corporate Planning Division (current position)[Reason for election as a candidate for Director]
Mr. Hiroyuki Iwata has broad experience and knowledge gained by serving in the domestic and overseas sales segments of
the Company. He assumed the office of Director of the Company in 2018, and is currently engaged in creating andadvancing growth strategies to realize the Nichino Group vision as Division Manager of the Corporate Planning Division.
The Company expects him to contribute to revitalizing the Board of Directors by drawing on these experiences andachievements.
[Special notes regarding the candidate for Director]
There are no special interests between Mr. Hiroyuki Iwata and the Company.

-9-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1971
June 2008

7

Number ofshares of theCompany held

Joined Asahi Denka Co., Ltd. (current ADEKA Corporation)
Director and Operating Officer, Division Manager of Food
Division, and General Manager of China Food BusinessAkio Kohri
Promotion Dept., ADEKA Corporation(December 21, 1948)
June 2010
Director and Managing Operating Officer, General Manager ofCorporate Planning Dept., responsible for New Business
Reelection
Promotion Office, and Chairman of Facility Investment
Committee, ADEKA Corporation
Attendance rate at─President of ADEKA Corporation
Board of Directors June 2012
December 2013 Director of the Company (current position)
meetings
June 2018
Chairman and Chief Executive Officer of ADEKA Corporation
94%
June 2020
Advisor, ADEKA Corporation (current position)(17 out of 18(Significant concurrent positions)
meetings)
Advisor of ADEKA Corporation
Outside Audit & Supervisory Board Member of Zeon Corporation[Reason for election as a candidate for Director]
Mr. Akio Kohri has served as Chairman and President of ADEKA Corporation, the Company’s parent company. He has
engaged in business administration in the manufacturing industry for many years and has a wealth of experience and broad
insight. The Company has continuously selected him as a candidate for Director, because the Company believes that he isadequate to serve as Director.
[Liability limitation agreement]
The Company has entered into an agreement with Mr. Akio Kohri to limit his liability under Article 423, Paragraph 1 of theCompanies Act. Subject to the approval of his election as Director, the Company intends to continue the agreement to limit
his liability to the amount stipulated by laws and regulations.
[Special notes regarding the candidate for Director]
There are no special interests between Mr. Akio Kohri and the Company.
For the past 10 years to the present, Mr. Akio Kohri has been serving as an executive of ADEKA Corporation, theCompany’s parent company as described in past experience, positions, responsibilities and significant concurrent positions.

- 10 -

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1984

8

Number ofshares of theCompany held

Full-time lecturer of Department of Commerce, Faculty ofCommerce at Takachiho University of Commerce (current
Takachiho University)
Yasunori Matsui
April 1987
Associate professor of Department of Commerce, Faculty of(March 3, 1956)
Commerce, Takachiho University of Commerce
April 1990
Visiting researcher of the University of Exeter, U.K.
Reelection
April 1994
Associate professor of Business Department, College of
Economics, Rikkyo University
OutsideApril 2006
Professor of Global Business Department, College of Business,
Rikkyo University
Independent─March 2007
PhD (Accounting) (Rikkyo University)
April 2008
President of Graduate School of Business Administration
Attendance rate at(MBA), Rikkyo University
Board of Directors
April 2012
Dean, College of Business, Rikkyo University
meetings
December 2014 CPA Examination Committee Member
100%
December 2014 Director of the Company (current position)(18 out of 18
April 2021
Professor of Ohara Graduate School of Accounting (current
meetings)
position)(Significant concurrent positions)
Professor of Ohara Graduate School of Accounting[Reason for election as a candidate for Outside Director and overview of expected roles]
Mr. Yasunori Matsui has broad knowledge and insight in business administration gained through many years of experience
as a university professor (in accounting and business administration), and by providing the Company with opinions andadvice on the Company’s overall management from an objective perspective, he has contributed to improving theeffectiveness of the Company’s Board of Directors. Although he has no experience in being involved in corporate
management except as an outside officer, the Company has continuously selected him as a candidate for Outside Director,
because, in addition to the reasons mentioned above, the Company believes that he is capable of adequately executing
duties relevant to the position based on his solid track record of fulfilling the responsibilities as Outside Director of theCompany. The Company expects him to continue to fulfill the above roles.
He will have served as Outside Director for 6 years and 6 months at the conclusion of this Ordinary General Meeting of
Shareholders.
[Matters concerning independence]
Mr. Yasunori Matsui satisfies the requirements for independent officer stipulated by the Tokyo Stock Exchange andIndependence Standards for Appointment of Independent Officers set forth by the Company. The Company has designatedhim as an independent officer and notified the Exchange to that effect. Subject to the approval of his election as Outside
Director, the Company will notify the Exchange of his ongoing designation as an independent officer.
[Liability limitation agreement]
The Company has entered into an agreement with Mr. Yasunori Matsui to limit his liability under Article 423, Paragraph 1of the Companies Act. Subject to the approval of his election as Director, the Company intends to continue the agreement tolimit his liability to the amount stipulated by laws and regulations.
[Special notes regarding the candidate for Director]
There are no special interests between Mr. Yasunori Matsui and the Company.

- 11 -

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Kazuyoshi Tachibana April 1978
(January 21, 1956)
July 2002
Reelection
April 2005

9

Number ofshares of theCompany held

Joined Kyowa Hakko Kogyo Co., Ltd. (current Kyowa Kirin
Co., Ltd.)
President of Kyowa Pharmaceuticals Inc.
General Manager of Pharmaceutical Strategic Planning Division
and Pharmaceutical Manufacturing Strategy Department, Kyowa
OutsideHakko Kogyo Co., Ltd.
June 2005
Executive Officer of Kyowa Hakko Kogyo Co., Ltd.
Independent
October 2008
Executive Officer of Kyowa Hakko Kirin Co., Ltd. (current
2,000
Kyowa Kirin Co., Ltd)
Attendance rate at
April 2009Managing Executive Officer of Kyowa Hakko Kirin Co., Ltd.
Board of Directors June 2009
Director of the Board and Managing Executive Officer of Kyowa
meetings
Hakko Kirin Co., Ltd.
100%
March 2018
Retired from the office of Director of the Board and Managing(16 out of 16
Executive Officer of Kyowa Hakko Kirin Co., Ltd.
meetings)
June 2020
Director of the Company (current position)[Reason for election as a candidate for Outside Director and overview of expected roles]
Mr. Kazuyoshi Tachibana has a wealth of experience and broad-based insight as operating officer of a listed company aswell as manager of an overseas business entity, and by providing the Company with opinions and advice on the Company’s
overall management from an objective perspective, he has contributed to improving the effectiveness of the Company’s
Board of Directors. The Company has selected him as a candidate for Outside Director, because the Company believes he iscapable of adequately executing duties relevant to the position. The Company expects him to continue to fulfill the aboveroles.
He will have served as Outside Director for 1 year at the conclusion of this Ordinary General Meeting of Shareholders.
[Matters concerning independence]
Mr. Kazuyoshi Tachibana satisfies the requirements for independent officer stipulated by the Tokyo Stock Exchange andIndependence Standards for Appointment of Independent Officers set forth by the Company. The Company has designatedhim as an independent officer and notified the Exchange to that effect. Subject to the approval of his election as Outside
Director, the Company will notify the Exchange of his ongoing designation as an independent officer.
[Liability limitation agreement]
The Company has entered into an agreement with Mr. Kazuyoshi Tachibana to limit his liability under Article 423,
Paragraph 1 of the Companies Act. Subject to the approval of his election as Director, the Company intends to continue theagreement to limit his liability to the amount stipulated by laws and regulations.
[Special notes regarding the candidate for Director]
There are no special interests between Mr. Kazuyoshi Tachibana and the Company.

- 12 -

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
October 1985
December 2008

10

Number ofshares of theCompany held

Joined the Company
Licensing Manager of Research & Development Strategy
Promotion Dept., Research & Development DivisionDecember 2012 Exploratory Manager of Research Center, Research &Development Division
August 2014
General Manager of Research & Development Strategy
Promotion Dept., Research & Development DivisionDecember 2014 Executive Officer, General Manager of Research &Kozo Machiya
Development Strategy Promotion Dept., Research &(January 17, 1958)
7,998
Development Division
New election
December 2016 Executive Officer, Deputy Division Manager of Research
Division and General Manager of Research Center, Research
Division and Exploratory Manager of Research Center, Research
Division
December 2018 Senior Executive Officer, Division Manager of Research
Division
June 2020
Managing Executive Officer, Division Manager of Research
Division (current position)[Reason for election as a candidate for Director]
Mr. Kozo Machiya has worked to enhance drug discovering capability as head of the research segment. The Company
expects him to contribute to revitalizing the Board of Directors by drawing on these experiences and achievements.
[Special notes regarding the candidate for Director]
There are no special interests between Mr. Kozo Machiya and the Company.

(Note) To secure talented personnel and support proactive and bold business decision making toward
growth, the Company plans to renew a directors and officers liability insurance contract inDecember 2021, an outline of which is provided below. Of the Directors nominated in this Proposal,
those nominated for reelection are already insured under said contract, and will continue to be
insured upon reelection. Additionally, new candidates will be insured under the contract after theirelection.
[Outline of content of directors and officers liability insurance contract](1) Actual ratio of premiums paid by the insured
Premiums, including riders, are paid by the Company, and the insured do not bear the actual
premiums.
(2) Outline of events insured against
The policy, together with riders, will cover damages and legal fees, etc., that may arise due to theinsured directors and officers assuming liability for the execution of duties or receiving a claim
related to the pursuit of such liability. However, there are certain exemptions, such as in case ofactions taken with the knowledge that such actions are in violation of laws and regulations.
(3) Measures to ensure that the appropriateness of directors’ and officers’ duties are not impaired
The insurance contract contains stipulations regarding the amount of exemptions, and damages up to
said exemption amount will not be covered.

- 13 -

(Reference)
Independence Standards for Appointment of Independent Officers
1. In order to serve as an independent officer of the Company, he/she shall not fall under any of thefollowing categories of persons.
(1) A person who is an executive director, executive officer, manager, or other employee(hereinafter collectively referred to as an “Executive Director, etc.”) of the Company or anyof its subsidiaries, or a person who was an Executive Director, etc., of the Company during
the past 10 years prior to assuming the office of independent officer (if the person has, at any
time during those past 10 years, served as a non-executive director [meaning a director who
does not fall under the criteria of an executive director; hereinafter the same shall apply],
audit & supervisory board member or accounting advisor of the Company or any of its
subsidiaries, during the past 10 years prior to assuming the office of such position).
(2) A major shareholder of the Company (meaning a shareholder holding 10% or more of thevoting rights; hereinafter the same shall apply). If such major shareholder is a corporation, aperson who is an executive director, executive officer, corporate officer, manager or other
employee of such corporation, or the parent company or any of the major subsidiaries ofsuch corporation (hereinafter collectively referred to as an “Executive Person”), or an
Executive Person thereof during the last three years.
(3) A person whose major business partner is the Company or any of its subsidiaries (meaning aperson who received payment equivalent to 2% or more of the Company’s consolidated
annual sales for the most recent fiscal year from the Company or any of its subsidiaries;
hereinafter the same shall apply). If such person is a corporation, a person who is an
Executive Person of such corporation, or has been an Executive Person at any time during
the three fiscal years prior to the most recent fiscal year.
(4) A major business partner of the Company (meaning a person who made payments equivalent
to 2% or more of the Company’s consolidated annual sales for the most recent fiscal year to
the Company; hereinafter the same shall apply). If such person is a corporation, a person
who is an Executive Person of such corporation, or has been an Executive Person at any time
during the three fiscal years prior to the most recent fiscal year.
(5) A person who is a director (limited to those who are responsible for the business execution)of an organization (for example, public interest incorporated foundation, public interest
incorporated association, non-profit corporation, etc.), which received donations or grants
exceeding ¥10 million per year on average over the past three fiscal years, from theCompany or any of its subsidiaries, or a person who is an officer, corporate member or
employee who executes business of such organization.
(6) A person who is an Executive Person of a corporation which has accepted director(s) (either
full-time or part-time) from the Company or any of its subsidiaries, or of the parent company
or any of the subsidiaries of such corporation.
(7) A person who is an Executive Person, or has been an Executive Person in the last three
years, of a financial institution or other major creditor (hereinafter referred to as a “Major
creditor, etc.”) that is essential to the Company’s financing and is relied upon by theCompany to the extent that there is no substitute, or the parent company or any of major
subsidiaries of such major creditor, etc.
(8) A person who is currently an accounting auditor, certified public accountant (or tax
accountant) who serves as accounting advisor, or a member, partner or employee of anauditing firm (or tax accountant office) for the Company or any of its subsidiaries.

- 14 -

(9)A person who has been an accounting auditor, certified public accountant (or tax accountant)
who served as accounting advisor, or a member, partner or employee of an auditing firm (ortax accountant office) who has actually engaged in the auditing operations (excluding
assisting involvement) for the Company or any of its subsidiaries over the last three years(including those who are currently retired from or have left the relevant organization).
(10) A person who is an attorney-at-law, certified public accountant, tax accountant or any otherconsultant that does not fall under items (8) or (9) above, and has received monetary or any
other financial benefits of ¥10 million or more per year on average over the past three years,
in addition to directors’ remuneration, from the Company or any of its subsidiaries.
(11) A person who is a member, partner, associate or employee of a law firm, audit firm, tax
accountant office, consulting firm or any other professional advisory firm which does not
fall under items (8) or (9) above, and has received payment of ¥10 million or more per year
on average over the past three years, from the Company or any of its subsidiaries.
(12) Any person who was an Executive Person, non-executive director or audit & supervisoryboard member of the parent of the Company in the period of 10 years prior to his/her
appointment.
(13) Any person who is, or was in the last 10 years, an Executive Person in a sister company of
the Company (a company that has the same parent as the Company).
(14) A spouse, a relative within the second degree, or a relative living in the same household of
the person listed hereunder.
A. Person listed above
B. Executive Person, non-executive director, accounting advisor or audit & supervisory board
member of the parent of the Company
2. In order to serve as an independent officer of the Company, it is required that he/she be free fromrisk of developing a substantive conflict of interest on a constant basis with the Company’s generalshareholders for reasons other than those covered by Paragraph 1 above.
3. Even if he/she falls under any of the categories set forth in Paragraph 1 above, when the Company
believes that the individual is appropriate to be appointed as an independent officer of the Company
based upon his/her personal quality and insight, it may appoint such individual as an independent
officer on the condition that it explains to the public that he/she satisfies the requirements for outside
director set forth by the Companies Act, and provides reasons why it considers he/she be appropriate
for its independent officer.

- 15 -

(Appendix)

Business Report(April 1, 2020 - March 31, 2021)

I. Overview of the corporate group
The Company changed its accounting closing date from September 30 to March 31 by resolution of the120th Ordinary General Meeting of Shareholders held on December 20, 2019.
Accordingly, the previous fiscal year was a six month-period from October 1, 2019 to March 31, 2020
and therefore, please note that comparisons with the previous fiscal year are not stated in this business
report for the fiscal year under review.
1. Business progress and results
During the fiscal year under review, Japan’s economy remained in a severe situation due mainly to adecrease in corporate earnings, weak consumer spending and a worsening employment environment
caused by the spread of COVID-19. Although production activities and capital spending of companies
currently show a recovery trend, economic prospects are still uncertain since the number of infected
persons again turned to an increasing trend with increasing variants of the COVID-19.
In the environment surrounding agriculture, farm production is expected to continue growing sincedemand for agricultural products will expand on the background of an increasing global population andeconomic development of emerging markets. The agrochemical market worldwide is returning to an
upward trend thanks to increasing demand in the Americas and other regions despite slower growth forthe past few years. Looking at sales territories of the Group, the agrochemical market in North America
has remained steady, benefiting from good weather. In Central and South America, demand has grown in
Brazil thanks to expanded soy bean and maize planted areas and other factors. In Asia, demand has grownin China where mild weather continued and India which benefitted from abundant monsoon rain. On thecontrary in Europe, the overall market experienced stagnant growth affected by bad weather anddistribution inventories in the past years.
In domestic agriculture, structural problems such as an aging population of agricultural workers, aworsening shortage of successors and increasing abandoned farmland continue to remain unsolved. For
addressing these problems, the Headquarters on Creating Dynamism through Agriculture, Forestry and
Fishery Industries and Local Communities under the national government is having discussions about
improving productivity through implementation of smart agriculture that utilizes robotics technologies,
ICT, etc. Also, the Green Food System Strategy has been formulated as a policy to achieve both
improvement of productivity and sustainability of food, agriculture, forestry and fisheries throughinnovation. Since this policy considers measures for reducing the volume of chemical pesticides used(risk conversion), its impact on the domestic agrochemical business should be monitored.
The Group’s agrochemical business has a social mission that it contributes to a safe and stable foodsupply worldwide. To fulfill this mission, though amid the COVID-19 pandemic, the Group is making
efforts to maintain a stable supply of agrochemical products to consumers.
Under such circumstances, the Group has executed the “Ensuring Growing Global 2021 (EGG2021)”
medium-term management plan, aiming to improve profitability and strengthen the power of the Group.
Net sales of the Group amounted to 71,525 million yen for the fiscal year under review. In terms of profits,
operating profit and ordinary profit amounted to 6,981 million yen and 5,722 million yen, respectively
and profit attributable to owners of parent amounted to 4,344 million yen.
An overview of each business segment is as follows:- 16 -

(1) Agrochemical business

Regarding agrochemical sales in Japan, the Group has struggled to spread our core internally developed
products such as tiadinil, a fungicide for paddy rice (product name: V-GET) and fungicide pyraziflumid for
horticultural use (product name: “Parade”) while expanding sales of these products. In addition, since theGroup leveled out sales according to seasons of pesticide use and actual distribution through improvement of
the business practice from the previous fiscal year, net sales increased. Meanwhile, for the smartphone
application “Leime AI Disease, Pest & Weed Analysis” distributed by the Company from April 2020,
cabbages, lettuces, napa cabbages, broccoli and leeks were newly added to diagnosed crops, in addition toexisting paddy rice, in January 2021 and thus convenience for producers has been enhanced through thesmart agriculture.
For overseas agrochemical sales, although the demand is on upward trend in Brazil which is the world
largest agrochemical market, Sipcam Nichino Brasil S.A. experienced stagnant sales growth due mainly tointensifying competition. On the other hand, in North America, Nichino America, Inc. saw growth of net
sales driven by sales of the insecticide buprofezin of which technology diffusion activity effectively worked
and the fungicide flutolanil of which demand increased thanks to expansion of peanut acreage. Also, net salesof Nichino India Pvt. Ltd. in India increased due to good monsoon rain as well as contribution from thetolfenpyrad insecticide for horticultural use and the insecticide flubendiamide, sales of which started fromthe current fiscal year. Furthermore, in Europe, net sales of Nichino Europe Co., Ltd. increased due mainly toincreased sales of the potato desiccant pyraflufen-ethyl which took away shares from competing products.
Expertise and technological fee revenue decreased due mainly to stagnant sales growth of customers towhich the technology is licensed out.
As a result of the above, net sales of the agrochemical business amounted to 65,386 million yen andoperating profit amounted to 5,998 million yen.

(2) Chemicals other than agrochemicals businessIn the chemicals business, AgriMart Corporation experienced stagnant sales growth of termiticides due
mainly to a decrease in housing starts. On the other hand, in the pharmaceutical business, net sales of theathlete’s foot segment including the topical antifungal drugs luliconazole and lanoconazole increased.
As a result of the above, net sales of the chemicals other than agrochemicals business amounted to 4,279
million yen and operating profit amounted to 1,470 million yen.

Business
Agrochemical business
Chemicals other thanagrochemicals business
Other businessNet sales
65,386 million yen- 17 -

Composition
91.4%

4,279 million yen

6.0%

1,859 million yen

2.6%2. Research and development activities(1) Research activities
During the fiscal year under review, as the final fiscal year of the “Ensuring Growing Global 2021
(EGG2021)” medium-term management plan, the Company worked to enrich and step up pipeline
compounds and create new lead compounds in exploratory research, in an effort to create new chemicals
in a sustainable manner. Additionally, in research and development, the Company promoted strategic andglobal research activities through cooperation between group companies, working to maximize
development of new chemicals and maintaining and expanding the performance of existing chemicals.
1) Creation of new compounds
With the goal of “launching one agent every three years,” the Company qualitatively and quantitatively
improved exploratory research by unifying the three segments of chemistry, biology, and safety, whileadvancing diverse medicine creation through open innovation with universities and public research
institutions, etc. Among these, for several promising candidate compounds, the Company made steadyprogress toward development. Furthermore, new compounds were also discovered to serve as seeds for
future pipeline enrichment. Meanwhile, the Company worked to expand initiatives in the research sector
for animal health care products and pharmaceuticals in an effort to strengthen the life sciences field, andpromoted research in this field.
2) Promotion of new chemical development and maintaining and expanding existing chemicals
By strengthening global cooperation among group companies, the Company strategically advanced
performance evaluations and information sharing to develop new chemicals and maintain and expand
existing chemicals, while also considering cost reductions for ingredients in an effort to improve
profitability. Application research was diligently pursued for the launch of benzpyrimoxan (productname: “Orchestra”), a novel insecticide for paddy rice.
3) Promoting consideration of new businesses
The Company is accumulating implementation effectiveness data for the full-scale sale of a frost
damage prevention chemical that makes use of supercooling acceleration substances. Considerations arealso underway in cooperation with external institutions for evaluating other new business themes from atechnical perspective and establishing business models.
(2) Development activities
In December 2016, to maximize the value of the Company’s intellectual property in response to a
rapidly changing market environment, the Market Development Division was established as a neworganization integrating the Marketing Department, Development Department, and Registration
Department, with the mission of pursuing the development and discovery of new markets. During thecurrent fiscal year, the final year of the EGG2021 medium-term management plan, the Company has
been developing the above measures and promoting growth strategies.
1) Newly developed products
Benzpyrimoxan, a novel insecticide for paddy rice for which joint development has been ongoing
simultaneously in Japan and India, has been developed concurrently in the two countries in collaboration
with Nichino India Pvt. Ltd., and registration applications were completed in Japan and India in February
2019. Its novel effects were highly rated in Japan, and after application of the priority evaluation system,
Orchestra Flowable and Orchestra Dust Formulation acquired agrochemical registration ahead ofschedule in September 2020. Sales of Orchestra Flowable began in May 2021. Registration is projected
to be acquired in India in 2022, and the Company plans to submit an application for import tolerance tothe United States in 2021.
Furthermore, the Company is considering the development of two insecticides and one fungicide as
new chemical pipelines.
For the novel general fungicide pyraziflumid (product name: “Parade”), the Company sells Parade 15
Flowable for fruit trees, Parade 20 Flowable for vegetables, and Decide Flowable for turf. The Company
promoted Parade 20 Flowable for applications in a new treatment field (cell seedling irrigation
treatment) and acquired new registration for use in leeks, in addition to lettuce, napa cabbage, andcabbage. Global development of this chemical is also underway, acquiring chemical registration in South
Korea in March 2019 and beginning sales of the product in 2020 in cooperation with a local sales
company. Application for registration in the United States (including California), Canada, and Mexico
were filed in 2019, and registration and beginning of sales are expected in 2022. The Company is also
considering possibilities for development in Europe, Brazil, and other countries and regions.
2) New domestic products
With the objective of enriching the domestic product portfolio, the Company began sales of tiadinil, afungicide for paddy rice (domestic product name: V-GET), as V-GET Haco-ranger L Granule andHaco-guard Granule, which are box treatment agents for paddy rice that include a novel insecticide. For- 18 -

other existing proprietary product lines, the Company is actively expanding applications for unmanned
aerial dispersion via drones, etc., in the horticultural field, and registrations were acquired for the
PHOENIX Water-Soluble Powder and AXEL Flowable for sweet potatoes.
Additionally, sales of Field Saver Granules began as a weed inhibitor for vegetation management.
Furthermore, the Company began test marketing a frost damage prevention chemical that makes use of
supercooling acceleration substances (product name: Frost Buster), and is working with related segments
and group companies to acquire knowledge for full-scale market launch.
3) Overseas products
Sales of the pyflubumide acaricide have already begun in South Korea and Jordan; registration has
been acquired in Syria, and applications for registration have been filed in Vietnam and Israel.
Evaluations are also ongoing to determine development possibilities in other countries and regions.
The pyrifluquinazon insecticide acquired registration for food use in the United States in November
2018 in collaboration with Nichino America Inc., and the product is now on the market for widespreadsales. Furthermore, in addition to the existing markets of Mexico and Syria, sales began in Guatemala
and Pakistan, and mixture registration was acquired in South Korea. Additionally, measures are being
taken to steadily expand the number of countries and regions where it is registered, including applying
for registration in China and developing a mixture in India.
Sales of the tolfenpyrad insecticide have begun in some regions of the United States, and registration
has been acquired in California, the main market. In addition, registration was also acquired in Brazil,
and sales are projected to begin during 2021. Furthermore, the Company has re-applied for registrationin China, and is gradually expanding the number of countries and regions where it is registered.
Registration was acquired for flubendiamide in Brazil in 2020 in collaboration with Nichino Do Brasil
Agroquimicos Ltda., and sales began in 2021.
Although over 40 years have passed since isoprothiolane was launched as a method to combat rice
blast, development is progressing to expand its applications to include the banana sigatoka disease field,
a completely new application, in Central and South America, the Philippines, and other regions. IT
applications have also been filed to Europe and the United States, which are essential for business.
For orthosulfamuron, an herbicide acquired from ISEM based in Italy, the Company has acquired
registration in the United States for its use in the field of fruit tree undergrowth weed control, separatelyfrom its use in the sugar cane ripening field. It is also continuing its consideration into the developmentof new mixtures and its activities to seek new possibilities for expansion into other fields, and worked tosupport its global sales expansion. Furthermore, preparations are underway for an additional applicationin the United States by Nichino India Pvt. Ltd. as a plant for manufacturing active ingredients.
The herbicide pyraflufen-ethyl has been reassessed in Europe and has been approved for registration
until 2031. The Company will continue to register the formulation in various countries.
For the insecticide buprofezin, insecticide and acaricide fenpyroximate, and fungicide flutolanil, theCompany is working to expand and maintain the business for each product by maintaining andexpanding their registrations globally.
In jointly-developed products, the Company is cooperating with Bayer CropScience, the licensee forflubendiamide, and BASF, the licensee for metaflumizone, in an effort to expand markets and sales
globally. This has contributed to the Company’s expertise and technological fee revenue.
To fulfill its responsibilities to society as a research and development-oriented company, the Company
will continue to focus on launching new products that are considerate of the environment and safety
through technological innovation, in compliance with the letter and the spirit of laws and regulations.
Additionally, the Company will promote active global expansion under its new medium-term
management plan, continuously creating new active ingredients that are cost-competitive, whilestrengthening revolutionary and well-planned activities in anticipation of the future market environment.
3. Status of capital investment
The total amount of capital investment for the fiscal year under review was 1,537 million yen, primarily
comprising expenses associated with updating existing facilities at the Fukushima and Saga Plants.
4. Status of fund procurement
There were no matters of note during the fiscal year under review.
5. Status of business transfers to and from the Company
There were no matters of note during the fiscal year under review.

- 19 -

6. Status of stock holdings in other companies or acquisition or disposal of stock acquisition rights, etc.
There were no matters of note during the fiscal year under review.
7. Medium to long term management strategy and issues to be addressed
The environment surrounding the agrochemical business, which is the Group’s core business, is seeing
an expansionary trend in the global agrochemical market, owing to heightened demand for food stemmingfrom factors including an increasing global population and economic development in emerging markets.
Meanwhile, in Japan, the agrochemical market is projected to continue on a declining trend against a
backdrop of an aging population of agricultural workers, a decrease in farming land due to a worsening
shortage of successors, and government policies that seek to reduce agricultural materials costs.
Additionally, creating new chemicals is becoming increasingly complex and hurdles for registration of
new agrochemicals are becoming stricter, leading to an increase in new chemical development cost anddevelopment time. Furthermore, increasingly strict requirements for agrochemical registration in various
countries, price competition with generic agrochemicals, higher raw materials expenses and outsourced
manufacturing expenses, and effects of irregular weather on agricultural products, etc., are creating an
increasingly strict business environment for the Group.
In addition, concerning the future outlook, continuing from the previous fiscal year, the end of the
spread of COVID-19 infection both within and outside Japan remains unpredictable, and there areconcerns that the global economy will decelerate due to factors such as a deterioration in corporate
earnings and the employment environment. As the agrochemical business, which is the Group’s corebusiness, is a business associated with the roots of agricultural products in its role supporting a safe andstable food supply, it can be thought that the effects will be limited relative to other industries, but there
may be direct effects on production and procurement, or indirect effects due to changes in the agriculturalenvironment.
Amid such a business environment and under the “Nichino Group - Growing Global to become an
outstanding globally competitive group” Group Vision, during the fiscal year under review which served
as the final fiscal year of the “Ensuring Growing Global 2021 (EGG2021)” medium-term management
plan, the Group was able to achieve a certain level of results in strengthening its business foundations,
including applying for registrations and promoting development for key chemicals in target markets,
enriching the pipeline, strengthening sales structures in India, responding to smart agriculture, andpromoting operational reforms and workstyle reforms. Additionally, activities were promoted to create
and manifest synergies at an early stage from the capital and business alliance with ADEKA Corporation.
In “Ensuring Growing Global 2 (EGG2),” the new medium-term management plan that will begin fromthe year ending March 31, 2022, the Group will continue to maximize contributions to revenue fromprevious investments and M&A projects, while planning to aim to expand business content throughprogress in further growth strategies. In addition to achieving 6.4 billion yen in operating profit and 89.0
billion yen in net sales during the year ending March 31, 2024, the final fiscal year of the plan, the Groupplans to expand business content through progress in further growth strategies, moving toward targeting
net sales of 100.0 billion yen.
[Nichino Group Vision]“Nichino Group – Growing Global”• Supporting agricultural production and healthy lifestyles by providing advanced technologies thatmeet customer needs, such as new agrochemicals, pharmaceuticals, and animal health care products.
• Contributing to a sustainable society by expanding products and services that contribute to the SDGs,
such as products with low environmental impact and labor-saving technologies.

- 20 -

[Medium-term management plan (Year ending March 31, 2022 to year ending March 31, 2024)]
1) Name: “Ensuring Growing Global 2 (EGG2)”
2) Numerical plans
Year ending
March 31, 2024 plan
(Final fiscal year)
89.0 billion yen
Consolidated net sales(Target net sales:
100.0 billion yen)
Operating profit
6.4 billion yen
Overseas net sales
57.1 billion yen
Overseas net sales ratio
64%(Note) The planned figures, earnings forecasts, and other forward-looking statements indicated in thisdocument are based on currently available information as well as certain assumptions that theCompany deems to be reasonable but actual earnings may differ significantly due to various
factors.
3) Basic policy
Toward achievement of the Group Vision, the Company has established the new corporate statement of“Global Innovator for Crop & Life” to strengthen foundations for creating a robust global structure,continuing the initiatives of the previous medium-term management plan. To strengthen foundations, inaddition to improving profitability through expanding group synergies, the Company will have a basic
policy of innovating technologies, establishing next-generation businesses, and sustainably improving
corporate value, supporting agricultural production and healthy lifestyles via advanced technologies andaiming to become a corporate group that can contribute to a sustainable society.
i) Improve profitability•
Expansion of priority products•
Cost reduction through optimal active ingredient manufacturing system•
Expansion of group synergyii) Technological innovation and establishment of next-generation businesses•
Promotion and global expansion of research and development•
Expansion of non agrochemical areas•
DX initiativesiii) Sustainable growth in corporate value•
Strengthening CSR activities and ESG management•
Promotion of business reform and work style reform
Specifically, the Company will steadily implement the following measures.
<Expansion of priority products>
By defining benzpyrimoxan, pyrifluquinazon, pyraflufen-ethyl, and flubendiamide as priority products,
the Company will work to expand sales areas and promote sales through simultaneous development
within and outside Japan and promoting acquisition of overseas registrations. Additionally, by defining
Brazil and India as primary strategic areas, the Company will expand its business scale with overseas
group companies as growth drivers.
<Cost reduction through optimal active ingredient manufacturing system>
Establishing the optimal global production system of active ingredients and reducing costs, theCompany will aim to improve efficiency of production through smart factories.
<Expansion of group synergy>
Various measures that will lead to stronger sales expansion will be steadily implemented by businessdivisions and group companies. The Company will also ascertain dealer sales and inventory levels towork toward timely product selection and sales campaign support.
<Promotion and global expansion of research and development>
As difficulty in creating new chemicals increases, steady progress is being made in enriching pipeline
compounds. The Company will realize early stage development of such compounds. Additionally, for new
chemical currently under development, by continuing with strategic research and development expense- 21 -

investment (about 10% of net sales), the Company will steadily proceed toward commercialization. By
strengthening global registration and development capabilities, the Company will strengthen cooperation
within the Group with the objective of optimal commercialization.
<Expansion of non agrochemical areas>
Through applying technologies and experience gained in the agrochemical business, the Company will
provide new value to society that will contribute to healthy lifestyles via the life sciences, including
development of pharmaceuticals and animal health care products, introduction of biotic pesticides andbiostimulants that will aid in healthy plant growth, businesses that make use of half-fermented production
technologies using natural ingredients, and creating crops that contain specified functional components.
The Company will also consider business expansion through M&A and incorporating external value, etc.,
as opportunities arise.
<DX initiatives>
Beginning with the promotion of energy efficiency through smart agriculture, the Company will
promote transfer to smart factories, and make use of social networking services and webinars in its
promotion activities, using digital and IT technologies to work toward improving customer service andcorporate value by innovating in business and operational ideals.
<Strengthening CSR activities and ESG management>
With a basic policy of “Contributing to food, the environment, and society through technologicalinnovation,” the Company will engage in the seven priority issues of enriching compliance and risk
management, raising the level of environmental management, enriching human rights management,
promoting a corporate culture of safety, development of technologies and products in response to societal
needs, participation in communities, and strengthening corporate and organizational governance. To
steadily implement these issues, the Company will strengthen CSR management via measures including
strengthening corporate governance, promoting diversity management, and positioning the CSR
Committee on the same level as the Management Committee to further improve the CSR activities of theGroup.
<Promotion of business reform and work style reform>
The Company will increase employee motivation by fundamentally revising existing structures in areas
such as personnel appraisal systems and work benefits, in addition to establishing an office environment
where employees can work regardless of the time and place, creating a work environment that improves
productivity of employees from both soft and hard perspectives. Furthermore, by strengthening measuresin diversity and inclusion, the Company will promote personnel development of employees that can workon the global stage.
4) Dividend policy
The Company aims dividend payout ratio of 30% or more under a basic policy of a stable dividend
payment.
The Group will further develop technologies that it has gained in the agrochemical business, continuously
provide advanced technologies in new agricultural, pharmaceutical, and animal health care products, andcontribute to society by supporting agricultural production and healthy living. Aiming to become a corporategroup that contributes to the future of humanity, the Group will expand business activities as a research anddevelopment-oriented company that fulfills its social responsibilities in strict compliance with laws andregulations.
The Company thanks shareholders for their continued support.

- 22 -

8. Trends in assets and income
Item
Net sales
Ordinary profit
Profit attributable toowners of parent
Earnings per share
Total assets
Net assets
Net assets per share

Fiscal year ended
September 30, 2018
119th fiscal year

Fiscal year ended
September 30, 2019
120th fiscal year

Fiscal year ended
March 31, 2020
121st fiscal year

61,213 million yen
3,651 million yen

63,260 million yen
2,984 million yen

35,674 million yen
4,004 million yen

Fiscal year ended
March 31, 2021
122nd fiscal year
(Fiscal year underreview)
71,525 million yen
5,722million yen

2,507 million yen

2,684 million yen

1,477 million yen

4,344 million yen

37.46 yen
98,003 million yen
57,576 million yen
706.59 yen

34.07 yen
94,464 million yen
58,198 million yen
713.99 yen

18.75 yen
102,214 million yen
58,372 million yen
716.47 yen

55.23 yen
107,969 million yen
62,071 million yen
774.76 yen(Notes) 1. Earnings per share is calculated based on the average number of outstanding shares during theperiod, excluding treasury shares.
2. Net assets per share is calculated based on number of outstanding shares at the end of theperiod, excluding treasury shares.
3. The “Partial Amendments to Accounting Standard for Tax Effect Accounting” (ASBJ
Statement No. 28; February 16, 2018) have been applied from the beginning of the 120th
fiscal year, and figures, etc., for the 119th fiscal year are figures, etc., after retrospective
application of said accounting standard.
4. The 121st fiscal year is the six-month period from October 1, 2019 to March 31, 2020, due toa change in the closing date.

9. Status of significant parent companies and subsidiaries(1) Relationship with parent company
Status of parent company
The Company’s parent company is ADEKA Corporation, and said company holds 40,176 thousand
shares (voting rights ratio: 51.5%) of the Company’s shares, including indirect holdings.
The Company has received two concurrently serving officers from the parent company.
The Company has concluded a capital and business alliance agreement with the parent company. An
overview is as follows.
1) Objective
While maintaining the independence of the Company’s management in principle, the Company andthe parent company will cooperate via the capital and business alliance between the two companies,
executing and promoting strategic plans and activities concerning the life sciences business beginningwith the Company’s agrochemical business, with the objective of maximizing the corporate value ofboth companies.
2) Maintaining listing and maintaining company nameAs a basic policy, the parent company and the Company will maintain the Company’s listing on theFirst Section of the Tokyo Stock Exchange and maintain the Company’s name of NIHON NOHYAKUCO., LTD.
3) Right to designate officers
Upon deliberation with the Representative Director (excluding Director designated by the parent
company) of the Company, the parent company has the right to designate Directors of the Company(Either Directors serving as the Audit & Supervisory Committee Members or other Directors isirrelevant, and the ratio of persons designated as each is also irrelevant. Of which, one shall be a
Representative Director. Additionally, if the parent company designates eight Directors, one must be an
Independent Outside Director.), in a number determined by multiplying 16 by the ratio of voting rights
held by the parent company (However, the upper limit shall be eight. Additionally, numbers less than
one shall be rounded down.). Furthermore, the number of Directors of the Company who are not
Directors serving as the Audit & Supervisory Committee Members will be 11 or less, and the number of
Directors serving as the Audit & Supervisory Committee Members will be 5 or less. However, this maychange if advance written approval is obtained from the parent company.
4) Right to receive new share issuanceExcluding cases where advance written approval is obtained from the parent company, the Company
will not issue, dispose of, or grant shares, etc. (Defined as rights to acquire the Company’s shares, stockacquisition rights, option rights, share transfer rights, or any other shares of the Company.), and if such
- 23 -

an issuance, etc., is to be conducted, the parent company has the right to receive a number of shares, etc.,
required to maintain the voting rights ratio of the tender offeror as of the time immediately before saidissuance, etc., is to be conducted at a price identical to the paid-in amount or exercise price of the shares,
etc., concerning said issuance, etc.
5) Content of business allianceTo achieve the goals of this capital and business alliance agreement, etc., the tender offeror and theCompany will conduct a business alliance with the following content, and specific content shall be
determined via deliberation between both companies.
(i) Improve development speed through mutual support in the research and development sector(a) Strengthen life sciences field(b) Use compounds database(ii) Improve productivity through mutual use of production technologies and process chemistry(iii) Expand sales channels through mutual use of global networks(iv) Develop highly functional compounds by providing technologies in synthesis reactions,distributed technologies, and analysis technologies, etc.
(v) Exchange of researchers with knowledge in various fields
6) Termination of this capital and business alliance agreement
This capital and business alliance agreement will be terminated under certain conditions, such as if
both parties agree in writing to terminate this agreement.
In addition, the Company has agreed with the parent company about having prior consultation withthe parent company and holding meetings for prior explanation and discussion concerning importantmatters to be resolved by the Company’s Board of Directors which may have significant influence onmanagement and results of the entire group of the parent company, from a perspective of balancing
control of the group companies by the parent company and independence of the Company’s decision
making.
(2) Material subsidiaries
Company name

The
Company’s
investment
percentage

CapitalPrincipal business

Construction, design, contracting,and supervision of greenification
Nichino Ryokka Co.,
160 million yen
100.0% gardens, etc., and sales ofLtd.
chemicals/pesticides for gardensand greenification, etc.
Production, order receipt, storage,
Nichino Service Co.,and transport of agrochemicals, real
3,400 million yen
100.0%
Ltd.
estate leasing and management, andwarehousing, etc.
Production, development, and sales
Nichino America, Inc.
700 thousand U.S. dollars
100.0% of agrochemicals in the UnitedStates, etc.
Analysis of agrochemical residue,
safety testing of chemical
Nihon Ecotech Co., Ltd.
20 million yen
100.0%
substances, consulting regarding
environmental safety, etc.
Taiwan Nihon Nohyaku
Development, promotion, and sales
40 million NT dollars
57.0%
Co., Ltd.
of agrochemicals in Taiwan, etc.
Sales of termite control
AgriMart Corporation
50 million yen
100.0% agents/devices, pest control
agents/devices, etc.
99.9% Production, development, and sales
Nichino India Pvt. Ltd.
3 million rupees(100.0%) of agrochemicals in India, etc.
Sipcam Nichino Brasil
Production, promotion, and sales of
223 million reals
50.0%
S.A.
agrochemicals in Brazil, etc.
Nichino Europe Co.,
Production, development, and sales
30 thousand pounds
100.0%
Ltd.
of agrochemicals in Europe, etc.
(Notes) 1. The Company’s investment percentage in parentheses is the ratio including indirect holdings.
- 24 -

2. On March 31, 2021, the Company made an additional acquisition of 6.0% of the outstanding
shares of a consolidated subsidiary Taiwan Nihon Nohyaku Co., Ltd. As a result, theCompany’s investment percentage has become 57.0%, including the amount alreadyacquired.

- 25 -

10. Principal businessBusiness
Agrochemical business

Main products
Insecticides, fungicides, insect-fungicides,
herbicides, and active ingredients for agrochemicals
Wood preservative agents, agricultural materials,
turf-related products, pharmaceuticals, animal healthcare products, others
Greenification and gardening construction, etc.
Real estate leasing, agrochemical logistics
operations, warehousing, agrochemical residue
analysis

Chemicals other than agrochemicals business
Other business

11. Principal offices, research centers, and plants(1) Domestic
Name
Location
Head officeChuo-ku, Tokyo

Sapporo Branch

Sapporo-shi, Hokkaido

Name
Tokai-Hokuriku Sales
OfficeFukuoka Branch

Sendai Branch

Sendai-shi, Miyagi

Research CenterTokyo Branch
Osaka BranchChuo-ku, Tokyo
Osaka-shi, Osaka

Osaka Office(2) Domestic subsidiary offices (Plants)
Name
Fukushima Plant, Nichino Service Co., Ltd.
Kashima Plant, same as above
Saga Plant, same as above

Location
Osaka-shi, Osaka
Fukuoka-shi, Fukuoka
Kawachinagano-shi,
Osaka
Osaka-shi, Osaka

Location
Nihonmatsu-shi, Fukushima
Kamisu-shi, Ibaraki
Miyaki-gun, Saga

(3) Overseas (including subsidiaries and affiliates)
Name
Nichino America, Inc.
Nichino Europe Co., Ltd.
Nichino Shanghai Co., Ltd.
Taiwan Nihon Nohyaku Co., Ltd.
Agricultural Chemicals (Malaysia) Sdn. Bhd.
Nichino Do Brasil Agroquimicos Ltda.
Sipcam Nichino Brasil S.A.
Nichino India Pvt. Ltd.
Nichino Chemical India Pvt. Ltd.
Sipcam Europe S.p.A.
Nichino Vietnam Co., Ltd.
Nihon Nohyaku Andica S.A.S.

Location
U.S.A. / Wilmington
UK / Cambridge
China / Shanghai
Taiwan / Taipei
Malaysia / Penang
Brazil / Sao Paulo
Brazil / Uberaba
India / Hyderabad
India / Hyderabad
Italy / Milan
Vietnam / Ho Chi Minh
Colombia / Bogota

12. Employees
Number of employees
Compared to previous fiscal year-end
1,484 persons
Increase of 33 persons(Note) The above number of employees does not include 284 persons under temporary employment.
13. Major lenders
Name of lender
Mizuho Bank, Ltd.
The Norinchukin Bank
Banco do Brasil
MUFG Bank, Ltd.
Resona Bank, Limited.

Outstanding loan balance (Millions of yen)
7,094
1,938
1,650
1,475
1,271

- 26 -

II. Matters concerning status of the company (As of March 31, 2021)
1. Matters concerning shares(1) Total number of shares authorized to be issued 199,529,000 shares(2) Total number of shares outstanding
81,967,082 shares(3) Number of shareholders
11,500 persons(Increase of 115 persons compared to the previous
fiscal year-end)(4) Major shareholders
Number of shares held
Shareholder nameShareholding ratio (%)(Thousand shares)
ADEKA Corporation
40,17351.00
The Master Trust Bank of Japan, Ltd.
3,169
4.02
(Trust account)
Mizuho Bank, Ltd.
1,997
2.54
Custody Bank of Japan, Ltd. (Trust account 9)
1,532
1.95
The Norinchukin Bank
1,401
1.78
Custody Bank of Japan, Ltd. (Trust account)
1,392
1.77
Asahi Mutual Life Insurance Company
853
1.08
Resona Bank, Limited.
719
0.91
DFA INTL SMALL CAP VALUE PORTFOLIO
559
0.71
Custody Bank of Japan, Ltd. (Trust account 5)541
0.69(Notes) 1. Although the Company holds 3,192 thousand shares of treasury shares, it is excluded from theabove list of major shareholders.
2. The shareholding ratio is calculated after excluding treasury shares.
(5) Status of shares allotted to the Company’s officers as consideration for execution of duties during the
fiscal year under review
Number of persons
Category
Number of sharessubject to allotment
Directors (excluding Directors serving as the Audit& Supervisory Committee Members and Outside
887 shares
1 person
Directors)
Outside Directors (excluding Directors serving as
the Audit & Supervisory Committee Members)
Directors serving as the Audit & Supervisory
Committee Members
Audit & Supervisory Board Members(6) Other important matters regarding shares
Not applicable.
2. Matters concerning stock acquisition rights of the company
Not applicable.

- 27 -

3. Matters concerning officers of the company(1) Matters concerning Directors
Name
Positions and responsibilities
Yosuke Tomoi
Representative Director, President
Representative Director and Senior
Managing Executive Officer, Division
Koji Shishido
Manager of Production Division, and in
charge of Environment Safety Dept.
Director and Managing Executive Officer,
Hirofumi Tomita
in charge of Research Division, andresponsible for special missions
Director and Managing Executive Officer,
Division Manager of Administration
Division and responsible for Osaka Plant
Hirohisa Yanoand General Manager of Osaka Plant, incharge of Market Development Division,and responsible for special missions
Director and Senior Executive Officer,
Division Manager of Industrial &Hiroshi Yamanoi
Pharmaceuticals Sales Division and General
Manager of Pharmaceuticals Dept.,
Industrial & Pharmaceuticals Sales Division
Director and Senior Executive Officer, andDivision Manager of Domestic Sales
Hideo Yamamoto
Division, General Manager of Smart
Agriculture Promotion Dept., Domestic
Sales Division
Director and Senior Executive Officer, andHiroyuki Iwata
Division Manager of Corporate Planning
Division
Akio Kohri

Director

Yasunori Matsui

Director

Kazuyoshi Tachibana

Director
Director
Full-time Audit & Supervisory Committee
MemberYoshiaki Higashino
Haruhiko Tomiyasu

Director
Audit & Supervisory Committee Member

Iwao Toigawa

Director
Audit & Supervisory Committee Member(As of March 31, 2021)
Significant concurrent positions

Advisor of ADEKA Corporation
Outside Audit & Supervisory Board
Member of Zeon Corporation
Professor of Department of
Business, College of Business,
Rikkyo University

Representative Director and Senior
Managing Operating Officer,
ADEKA Corporation
Attorney-at-law

Certified public accountant
Certified public tax accountant
Representative Director of Nakata
Director
Business Consulting Co., Ltd.
Chizuko Nakata
Audit & Supervisory Committee Member
Supervisory Director of Daiwa
Securities Living Investment
Corporation
Director
Attorney-at-law
Yoshiko Oshima
Audit & Supervisory Committee Member
Certified public tax accountant(Notes) 1. Directors Mr. Yasunori Matsui, Mr. Kazuyoshi Tachibana, Mr. Iwao Toigawa, Ms. Chizuko
Nakata, and Ms. Yoshiko Oshima are Outside Directors.

- 28 -

2. Mr. Yoshiaki Higashino has been selected as a Full-time Audit & Supervisory Committee
Member to increase the effectiveness of information collection and other auditing processes
and strengthen audit and supervisory functions.
3. The Company has designated Directors Mr. Yasunori Matsui, Mr. Kazuyoshi Tachibana, Mr.
Iwao Toigawa, Ms. Chizuko Nakata, and Ms. Yoshiko Oshima as Independent Directors
pursuant to the stipulations of the Tokyo Stock Exchange, and has notified the Exchange ofsaid designation.
4. Full-time Audit & Supervisory Committee Member, Mr. Yoshiaki Higashino, has significant
expertise in finance and accounting from serving as Division Manager of Administration
Division of the Company.
5. Audit & Supervisory Committee Member, Mr. Haruhiko Tomiyasu, is Representative Director
and Senior Managing Operating Officer of ADEKA Corporation, and has significant expertisein finance and accounting from serving as the officer responsible for finance and accounting
departments at said company.
6. Audit & Supervisory Committee Member, Ms. Chizuko Nakata, is a certified public
accountant and certified public tax accountant, and has significant expertise in finance andaccounting.
7. Audit & Supervisory Committee Member, Ms. Yoshiko Oshima, is an attorney-at-law andcertified public tax accountant, and has significant expertise in finance and accounting.
8. ADEKA Corporation is the Company’s parent company. Additionally, although the Company
has purchasing and sales transactions with said company, the ratio of transactions within theGroup is immaterial.
9. There are no other special relationships between companies at which Directors holdconcurrent positions and the Company.
10. Outside Director, Mr. Yasunori Matsui retired from Professor of Department of Business,
College of Business, Rikkyo University on March 31, 2021 and assumed office as Professorof Ohara Graduate School of Accounting on April 1, 2021.
11. Changes in positions and responsibilities after the end of the fiscal year under review are as
follows.
(As of April 1, 2021)
Name
Positions and responsibilities
Director and Senior Executive Officer, and Division
Hiroshi Yamanoi
Manager of Industrial & Pharmaceuticals Sales Division
Director and Senior Executive Officer, and Division
Hideo Yamamoto
Manager of Domestic Sales Division(2) Outline of content of liability limitation agreements
The Company has concluded agreements to limit the liability for damages under Article 423, Paragraph
1 of the Companies Act with Directors Mr. Akio Kohri, Mr. Yasunori Matsui, Mr. Kazuyoshi Tachibana,Mr. Haruhiko Tomiyasu, Mr. Iwao Toigawa, Ms. Chizuko Nakata, and Ms. Yoshiko Oshima. The limit ofliability for damages under said agreement is the limit stipulated by laws and regulations.
(3) Outline of content of directors and officers liability insurance contract
To secure talented personnel and support proactive and bold business decision making toward growth,
the Company concluded a directors and officers liability insurance contract in December 2020, an outlineof which is provided below.
1) Scope of the insured
Directors, Audit & Supervisory Committee Members and Executive Officers of the Company anddirectors and audit & supervisory board members of Nichino Ryokka Co., Ltd., Nichino Service Co.,
Ltd., Nihon Ecotech Co., Ltd. and AgriMart Corporation
2) Actual ratio of premiums paid by the insured
Premiums, excluding riders for shareholder lawsuits, are paid by the Company, and the said riders arepaid by the insured.
3) Outline of events insured against
The policy, together with riders, will cover damages and legal fees, etc., that may arise due to theinsured directors and officers assuming liability for the execution of duties or receiving a claim related
to the pursuit of such liability. However, there are certain exemptions, such as in case of actions takenwith the knowledge that such actions are in violation of laws and regulations.

- 29 -

4) Measures to ensure that the appropriateness of directors’ and officers’ duties are not impaired
The insurance contract contains stipulations regarding the amount of exemptions, and damages up to
said exemption amount will not be covered.
(4) Remuneration, etc., for Directors and Audit & Supervisory Board Members for the fiscal year underreview
1) Matters regarding policies concerning determination of content of remuneration, etc., for individual
Directors
Policies concerning determination of content of remuneration, etc., for individual Directors are
determined at the Board of Directors after it receives opinions from the Governance Committee which
is a voluntary advisory body of the Board of Directors on officers’ remuneration. The overview of suchpolicies are described below. In determination of content of remuneration for individual Directors, theGovernance Committee makes an examination on the draft plan from various aspects such as
consistency with such policies. Therefore, the Board of Directors basically considers that it is in linewith such policies, respecting opinions from the Governance Committee.
(i) Basic policy on remuneration, etc., for Directors (excluding Audit & Supervisory Committee
Members)(a) Remuneration, etc., for Directors shall be connected with business results and the long-term
interests of shareholders, while being appropriate, fair, and balanced to enable further desire to
maximize sustainable corporate value and shareholder value.
(b) Remuneration, etc., for Directors (excluding Audit & Supervisory Committee Members) shallhave a basic structure consisting of basic remuneration and bonuses, and for Executive Directors,
in addition to the above, performance-linked stock-based remuneration shall be provided.
Additionally, remuneration, etc., for Outside Directors and Non-executive Directors shall notinclude performance-linked components.
(ii) Policy on amount of remuneration, etc., of basic remuneration for individual Directors, timing ofallotment, and determining conditions
Basic remuneration for Directors (excluding Audit & Supervisory Committee Members) shall be
fixed monthly remuneration in cash. Basic remuneration for Executive Directors shall be
determined based on duties and positions of business execution for Executive Directors, and basedon responsibilities and whether or not the person serves full-time for Outside Directors andNon-executive Directors. Additionally, regarding Executive Directors, targets will be set for areasof responsibility after consultation with the Representative Director and President at the beginningof the fiscal year, and the level of achievement of said duties and business results will be reflected
in remuneration for the following fiscal year. The Company shall strive to revise remunerationlevels as appropriate in consideration of business results, standards at other companies, and social
trends, etc.
(iii) Policy on amount of remuneration, etc., of bonuses for individual Directors, timing of allotment,
and determining conditions
Bonuses for Directors (excluding Audit & Supervisory Committee Members) shall be allottedannually in cash at a certain time after the end of the fiscal year to which it applies. Bonuses for
Directors (excluding Audit & Supervisory Committee Members) shall have the objective of
increasing motivation to contribute toward improving business results for a single year. Similarly
to fixed remuneration, the amount of bonuses for individual Executive Directors shall be
determined by reflecting the level of achievement of duties and business results, and the amount ofbonuses for Outside Directors and Non-executive Directors shall be allotted within the total
amount of remuneration approved at a General Meeting of Shareholders.
(iv) Performance-linked stock-based remuneration
Performance-linked stock-based remuneration is a remuneration system for Directors (excluding
Directors serving as the Audit & Supervisory Committee Members, Outside Directors, andNon-executive Directors) utilizing a share grant trust with the objective of furthering a sense ofshared value with shareholders while increasing motivation for medium to long term improvementin business results and expanding corporate value. Under this system, a trust established andfunded by the Company (hereinafter the “Share Grant Trust”) acquires shares of the Company, andin accordance with the Share Grant Regulations established by the Company’s Board of Directors,
a number of shares of the Company equivalent to the number of points it has awarded each
Director shall be granted through the Share Grant Trust at the time of the retirement of each
Director, in principle.
Additionally, the applicable period for performance-linked stock-based remuneration shall be, in- 30 -

principle, identical to the applicable period of the medium-term management plan, establishedevery three fiscal years. Performance-linked stock-based remuneration is categorized into a fixed
portion and a variable portion, and the performance-based index for variable portions shall be key
performance indicators (KPIs) for the applicable medium-term management plan. Points for the
fixed portion shall be granted at a certain time after the end of the fiscal year to which it applies.
Points for the variable portion shall be granted at a certain time after the end of the medium-term
management plan. If standard business results in the performance-based index are achieved, theratio between the fixed portion and the variable portion of performance-linked stock-based
remuneration for the applicable period shall be about 45:55. Points in the variable portion willvary within a range of 0% to 150% of the predefined standard amount, based on the level ofachievement of business results of the performance-based index.
(v) Policy on determining ratio between amount of basic remuneration, amount of bonuses, andamount of performance-linked stock-based remuneration in amount of remuneration for individual
Directors
The ratio of type of remuneration for Executive Directors shall be determined in considerationof factors including the Company’s business characteristic that it is long-term research anddevelopment-oriented, the Director’s position, duties, standards at other companies, and social
trends. The ratio between basic remuneration, bonuses, and performance-linked stock-based
remuneration during the period to which a medium-term management plan applies will be about
8:1:1.
(vi) Matters regarding procedures to determine content of remuneration, etc., for individual Directors(excluding Audit & Supervisory Committee Members)
Distribution of remuneration, etc., for individual Directors (excluding Audit & Supervisory
Committee Members) shall be based on consultation with the Board of Directors, followed by anevaluation by the Governance Committee regarding factors including the duties, responsibilities,business results, and level of contribution in areas assigned to the Executive Director, after which
reports are made regarding an increase or decrease in basic remuneration, total amount of bonuses
to be granted, and content of distribution of bonus amounts.
The amount of remuneration, etc., for individual Directors (excluding Audit & Supervisory
Committee Members) shall be entrusted to the Representative Director and President by resolutionof the Board of Directors, and determined by the Representative Director and President based onreports from the Governance Committee. The content of the authority of the Representative
Director and President is the amount of basic remuneration for each Director, the total amount ofbonuses to be granted, and the distribution of the amount of bonuses.
Furthermore, performance-linked stock-based remuneration shall be determined in accordancewith the Share Grant Regulations resolved by the Board of Directors.
2) Matters regarding resolution of the General Meeting of Shareholders concerning remuneration, etc.,
for Directors and Audit & Supervisory Board Members
The maximum annual aggregate amount of remuneration, etc., for Directors (excluding Audit &Supervisory Committee Members) was resolved to be 330 million yen (including the maximum annual
aggregate amount of remuneration for Outside Directors of 30 million yen; excluding the portion of
employees’ salary) at the 121st Ordinary General Meeting of Shareholders held on June 26, 2020. The
number of Directors (excluding Audit & Supervisory Committee Members) was 10 (including 2
Outside Directors) at the recess of said Ordinary General Meeting of Shareholders. Separately fromsaid cash remuneration, the same Ordinary General Meeting of Shareholders resolved to allow
Directors (excluding Directors serving as the Audit & Supervisory Committee Members, Outside
Directors, and Non-executive Directors) to receive allotment of shares through a trust (hereinafter the“Trust”) established and funded by the Company which acquires shares of the Company, and within amaximum aggregate amount of remuneration based on a performance-linked stock-based remuneration
system in which the Company’s shares are granted to each Director through the Trust according to thenumber of points granted to each Director. In principle, Directors will be granted the Company’s stockat the time of retirement according to the number of points granted, and the resolution was made forthe maximum aggregate amount of funding by the Company to be 75 million yen, and the maximum
aggregate amount of points to be allotted to allottees to be 250,000 points (1 point is 1 share of theCompany) for the applicable period (from the fiscal year ending on March 31, 2020 to the fiscal year
ending on March 31, 2021 (18 months)). Additionally, a resolution was also made such that at the
expiration of each applicable period, the Board of Directors may determine to extend the applicable
period every three fiscal years, and if the trust period for the Trust is also extended, the Company may,during the applicable period of said extension as required additional funds for acquisition of the- 31 -

Company’s stock for allotment to Directors under the system, provide additional cash funding to theTrust in a maximum aggregate amount of 150 million yen for each applicable period of said extension,
with the maximum aggregate amount of points to be granted to allottees to be 500,000. The number of
Directors (excluding Directors serving as the Audit & Supervisory Committee Members, Outside
Directors, and Non-executive Directors) as of the recess of said Ordinary General Meeting of
Shareholders was seven.
The amount of remuneration, etc., for Directors serving as the Audit & Supervisory Committee
Members was resolved to be a maximum annual aggregate amount of 60 million yen at the 121st
Ordinary General Meeting of Shareholders held on June 26, 2020. The number of Directors serving as
the Audit & Supervisory Committee Members at the recess of said Ordinary General Meeting of
Shareholders was five.
The amount of remuneration for Audit & Supervisory Board Members was resolved to be a
maximum annual aggregate amount of 60 million yen at the 95th Ordinary General Meeting of
Shareholders held on December 20, 1994. The number of Audit & Supervisory Board Members at theconclusion of said Ordinary General Meeting of Shareholders was three.
3) Matters concerning entrustment of authority for determining content of remuneration, etc., forindividual Directors
Based on the policy in “3. (4) 1) (vi) Matters regarding procedures to determine content of
remuneration, etc., for individual Directors (excluding Audit & Supervisory Committee Members)”
and pursuant to an entrustment resolution by the Board of Directors, Representative Director andPresident Yosuke Tomoi determines the specific content of remuneration for individual Directors.
The reason why said authority was transferred is because the Representative Director and President
is the most suitable position to evaluate duties and performance achievements of each Director,
watching the Company’s current status from a higher perspective.
To ensure that said authority is appropriately exercised by the Representative Director and President,
the Board of Directors has implemented measures such as consulting with the Governance Committee
and receiving reports regarding an increase or decrease in basic remuneration, total amount of bonuses
to be granted, and content of distribution of bonus amounts based on evaluations that contain the basic
elements of assigned duties, responsibilities, business results, and level of contribution, etc., for
Executive Directors, and as amounts of remuneration for individual Directors are determined after
undergoing said procedures, the Board of Directors has judged that said contents are in line with thepolicy for determination.
4) Matters concerning performance-linked remuneration, etc.
By further clarifying the link between Director remuneration and the Company’s business results
and shareholder value and having Directors share the benefits and risks of fluctuations in share pricewith shareholders, the Company has introduced a performance-linked stock-based remuneration
system for Directors (excluding Directors serving as the Audit & Supervisory Committee Members,
Outside Directors, and Non-executive Directors), with the objective of increasing motivation tocontribute to improving business results and expanding corporate value over the medium to long term.
The amount of performance-linked remuneration and the content of business results indices selected
to serve as the basis for calculation for this system are the level of achievement of KPIs (consolidated
operating profit and consolidated net sales for the final year of the medium-term management plan) of
the medium-term management plan, and the reason that said business results indices were selected was
to increase motivation for Directors to contribute to improving business results and expanding
corporate value over the medium to long term.
Targets for business results indices selected to serve as the basis for calculation for the amount or
number of performance-linked remuneration for this system in the fiscal year under review wereconsolidated operating profit of 4.7 billion yen and consolidated net sales of 76.3 billion yen for the
fiscal year ended March 31, 2021, and the status of achievement is as shown in “Consolidated
Statement of Income.”5) Total amounts, etc., of remuneration, etc., for Directors and Audit & Supervisory Board Members- 32 -

Officer category
Directors (excluding Audit& Supervisory Committee
Members)(Of which, Outside
Directors)
Directors serving as the
Audit & Supervisory
Committee Members(Of which, Outside
Directors)
Audit & Supervisory Board
Members(Of which, Outside Audit &Supervisory Board
Members

Total amount of
remuneration, etc.
(Millions of yen)

Total amount of remuneration, etc., by type(Millions of yen)
NoncashBasic
remuneration,
Bonusesremunerationetc.

Number ofapplicableofficers(Persons)

260
(11)

206
(9)

21
(1)

32
(-)

12
(3)

35
(11)

30
(9)

5
(1)

-

5
(3)

6
(1)

6
(1)

(-)

-

4
(2)

(Notes) 1. The amount of bonuses above is the provision for bonuses for directors (and otherofficers) concerning the fiscal year under review.
2. Stock-based remuneration based on a performance-linked stock-based remuneration
system is granted to Directors (excluding Directors serving as the Audit & Supervisory
Committee Members, Outside Directors, and Non-executive Directors) as noncash
remuneration. The content of said stock-based remuneration is as stated in “2) Mattersregarding resolution of the General Meeting of Shareholders concerning remuneration,etc., for Directors and Audit & Supervisory Board Members” and the status of allotment
is as stated in “1. Matters concerning shares.”
3. The amount of noncash remuneration, etc., above is the provision for share awards
concerning the fiscal year under review.
4. The Company shifted to a Company with an Audit & Supervisory Committee from a
Company with an Audit & Supervisory Board at the recess of 121st Ordinary General
Meeting held on June 26, 2020 (at the conclusion of deliberation on June 26, 2020).

(5) Matters concerning outside officers
1) Relationships between significant companies at which Company officers hold concurrent positions
and the Company
As stated in “3. (1) Matters concerning Directors.”
2) Status of key activities during the fiscal year under review
Name
Status of key activities(Position)
Yasunori Matsui
Mr. Yasunori Matsui has broad knowledge and insight in business(Outside Director)
administration gained through many years of experience as a university
professor (in accounting and business administration), and his expectedrole is to contribute to improving the effectiveness of the Company’s
Board of Directors by providing the Company with opinions and advice
on the Company’s overall management from an objective perspective.
He has attended meetings such as the Board of Directors andGovernance Committee meetings and expressed opinions in the form of
appropriate advice and recommendations, etc. on overall managementof the Company.
He attended all 18 Board of Directors meetings held during the fiscal
year under review.
Kazuyoshi Tachibana
Mr. Kazuyoshi Tachibana has a wealth of experience and broad-based
insight as operating officer of a listed company as well as manager of(Outside Director)
an overseas business entity, and his expected role is to contribute toimproving the effectiveness of the Company’s Board of Directors byproviding the Company with opinions and advice on the Company’s- 33 -

overall management from an objective perspective. He has attended
meetings such as the Board of Directors and Governance Committee
meetings and expressed opinions in the form of appropriate advice andrecommendations, etc. based on deep insight as a manager.
He attended all 16 Board of Directors meetings held after assuming
office.
Iwao Toigawa
Mr. Iwao Toigawa has expertise as an attorney-at-law and wealth of(Outside Director (Audit &experience and broad knowledge of corporate legal affairs and his
Supervisory Committee
expected role is to strengthen the Company’s audit functions, etc. andMember))contribute to improving the effectiveness of the Company’s Board of
Directors based on these insights. He has attended meetings such as theBoard of Directors, Governance Committee and Compliance
Committee meetings and expressed opinions in the form of appropriate
advice and recommendations, etc., while performing audit duties andproviding advice to ensure the appropriateness of the execution of
Directors’ duties.
He attended all 18 Board of Directors meetings held during the fiscal
year under review
He attended all 8 Audit & Supervisory Committee meetings held during
the fiscal year under review, and made comments as necessary toensure highly effective audits.
Chizuko Nakata
Ms. Chizuko Nakata has deep insight in business administration as a
(Outside Director (Audit &certified public accountant and certified public tax accountant and her
Supervisory Committee
expected roles is to strengthen the Company’s audit functions, etc. andMember))contribute to improving the effectiveness of the Company’s Board of
Directors based on these insights. She has attended meetings such as
the Board of Directors and Governance Committee meetings andexpressed opinions in the form of appropriate advice andrecommendations, etc., while performing audit duties and providing
advice to ensure the appropriateness of the execution of Directors’
duties.
She attended all 18 Board of Directors meetings held during the fiscal
year under review.
She attended 7 of the 8 Audit & Supervisory Committee meetings held
during the fiscal year under review, and made comments as necessary
to ensure highly effective audits.
Also, she attended all 2 Audit & Supervisory Board meetings held
during the fiscal year under review, and made comments as necessary
to ensure highly effective audits.
Yoshiko Oshima
Ms. Yoshiko Oshima has expertise as an attorney-at-law and certified(Outside Director (Audit &public tax accountant and wealth of experience and broad knowledge ofSupervisory Committee
corporate legal affairs and her expected roles is to strengthen theMember))Company’s audit functions, etc. and contribute to improving theeffectiveness of the Company’s Board of Directors based on these
insights. She has attended meetings such as the Board of Directors andGovernance Committee meetings and expressed opinions in the form of
appropriate advice and recommendations, etc., while performing audit
duties and providing advice to ensure the appropriateness of theexecution of Directors’ duties.
She attended all 18 Board of Directors meetings held during the fiscal
year under review.
She attended all 8 Audit & Supervisory Committee meetings held
during the fiscal year under review, and made comments as necessary
to ensure highly effective audits.
Also, she attended all 2 Audit & Supervisory Board meetings held
during the fiscal year under review, and made comments as necessary
to ensure highly effective audits.
(Note) The Company shifted to a Company with an Audit & Supervisory Committee from a- 34 -

Company with an Audit & Supervisory Board at the recess of 121st Ordinary General
Meeting held on June 26, 2020 (at the conclusion of deliberation on June 26, 2020).

- 35 -

4. Matters concerning Accounting Auditor(1) Name of Accounting Auditor
Kyowa Audit Corporation(2) Overview of content of liability limitation agreement
Not applicable.
(3) Amount of remuneration, etc., for the Accounting Auditor during the fiscal year under review
Category
Amount paid
Amount of remuneration, etc., as Accounting
37,000 thousand yen
Auditor for the fiscal year under review
Total amount of money and other property benefits
payable by the Company and the Company’s
39,400 thousand yen
subsidiaries(Notes) 1. Under the audit agreement between the Company and Kyowa Audit Corporation, no clear
distinction is made between the remuneration for audits pursuant to the Companies Act andthat for audits pursuant to the Financial Instruments and Exchange Act, and since a substantial
distinction cannot be made, the amount presented above is the total remuneration.
2. Of the Company’s significant subsidiaries, Nichino America, Inc., Taiwan Nihon Nohyaku
Co., Ltd., Nichino India Pvt. Ltd., Sipcam Nichino Brasil S.A., and Nichino Europe Co., Ltd.
receive audits from audit corporations other than the Company’s Accounting Auditor.
(4) Content of non-audit services
Not applicable.
(5) Matters concerning audits of subsidiaries
Each of five consolidated subsidiaries of the Company is audited by an audit firm or other party otherthan the Company’s Accounting Auditor.
(6) Reasons the Audit & Supervisory Committee approved remuneration, etc., for the Accounting Auditor
The Audit & Supervisory Committee of the Company, in consideration of the “Practical Guidelines on
Cooperation with Accounting Auditors” published by the Japan Audit & Supervisory Board Members
Association, confirmed the audit plan, status of audit implementation, and basis for calculation asshown in remuneration estimates of the Accounting Auditor, and upon consideration, agreed to the
remuneration, etc., of the Accounting Auditor as prescribed under Article 399, Paragraph 3 of theCompanies Act.
(7) Policies for determining dismissal or non-reappointment of the Accounting Auditor
The Audit & Supervisory Committee of the Company shall determine the content of a proposal for thedismissal or non-reappointment of the Accounting Auditor to be submitted to a General Meeting of
Shareholders if it has judged that it is necessary to do so, such as in cases where there are issues withthe execution of duties by the Accounting Auditor.
Additionally, if the clauses of Article 340, Paragraph 1 of the Companies Act apply to the Accounting
Auditor and it deems that there are no prospects of improvement, the Audit & Supervisory Committee
shall dismiss the Accounting Auditor conditional upon the unanimous consent of all Audit &Supervisory Committee Members. In such case, an Audit & Supervisory Committee Member selectedby the Audit & Supervisory Committee shall report the dismissal of the Accounting Auditor and thereason for it at the first General Meeting of Shareholders held following the dismissal.

(Note) Amounts and numbers of shares presented in this Business Report are rounded down to the nearest
unit indicated.

- 36 -

Consolidated Balance Sheet(As of March 31, 2021)(Millions of yen)
Description

Amount(Assets)
Current assets
Cash and deposits
Notes and accounts receivable - trade
Electronically recorded monetary claims- operating
Merchandise and finished goods
Work in process

78,425

Notes and accounts payable - trade
Electronically recorded obligations -32,460operating

1,817

Short-term borrowings

16,009Current portion of bonds payable

566

Other

2,990

Property, plant and equipment

Current liabilities

19,278

5,482

Non-current assets

Amount(Liabilities)

Raw materials and supplies

Allowance for doubtful accounts

Description

Accrued expenses

14,651

Buildings and structures

4,449

Machinery, equipment and vehicles

3,567

Land

1,221
10,901
193
5,416
410

Provision for bonuses

757

other officers)

29,544

13,827

Income taxes payable
Provision for bonuses for directors (and(180)

35,32342

Provision for sales returns

36

Provision for environmental measures

508

Electronically recorded obligations non-operating
Other

49
1,957

5,906

Non-current liabilities

10,574

Construction in progress

64

Bonds payable

1,381

Other

663

Long-term borrowings

6,348

4,119

Deferred tax liabilities

561

Intangible assets

Provision for retirement benefits for

Goodwill

2,812

Software464

Provision for share awards

50

Other

842

Retirement benefit liability

691

Investments and other assets

directors (and other officers)

10,773

47

Other

1,492

Total liabilities

45,897

Investment securities

5,805

Deferred tax assets

1,103(Net assets)

Retirement benefit asset

1,903

Shareholders’ equity

63,201

Other

2,308

Share capital

14,939Allowance for doubtful accounts(347)

Capital surplus

15,071Retained earnings

34,992

Treasury shares(1,801)

Accumulated other comprehensive income
Valuation difference on available-for-salesecurities

107,969(4,253)Remeasurements of defined benefit plans

1,083
1,146

Total net assets

62,071

Total liabilities and net assets

107,969(Note) Figures presented in the financial statements are rounded down to the nearest million yen.

- 37 -

893

Foreign currency translation adjustment
Non-controlling interests
Total assets(2,276)

Consolidated Statement of Income(April 1, 2020 - March 31, 2021)(Millions of yen)
Description

AmountNet sales

71,525

Cost of sales

47,317Gross profit

24,207

Selling, general and administrative expenses

17,225

Operating profit

6,981

Non-operating income

1,017Interest and dividend income

173

Share of profit of entities accounted for using equity method

282

Gain on valuation of derivatives

275

Rental income from real estate

93

Other

192

Non-operating expenses

2,277Interest expenses

458

Foreign exchange losses

1,598

Sales discounts

32

Other

187

Ordinary profit

5,722

Extraordinary income

1,689

Gain on sales of non-current assets

1,689

Extraordinary losses

1,561

Loss on disposal of non-current assets

53

Environmental expenses

1,498

Other

9

Profit before income taxes

5,850

Income taxes - current

1,537

Income taxes - deferred

288

Profit4,024

Loss attributable to non-controlling interests

320

Profit attributable to owners of parent(Note) Figures presented in the financial statements are rounded down to the nearest million yen.

- 38 -

4,344

Non-consolidated Balance Sheet(As of March 31, 2021)(Millions of yen)
Description

Amount(Assets)
Current assets
Cash and deposits
Notes receivable – trade
Accounts receivable - trade
Electronically recorded monetary claims- operating
Merchandise and finished goods
Work in process

Description

Amount(Liabilities)
50,068
10,227
1,196
19,913Current liabilities
Notes payable - trade
Accounts payable - trade
Electronically recorded obligations operating

19,216
95
7,286
1,221

1,806

Short-term borrowings

3,860

11,070Current portion of long-term borrowings

1,073

551

Accounts payable - other692

Raw materials and supplies
Prepaid expenses
Accounts receivable - other

3,060
322
1,263

Accrued expenses
Income taxes payable
Accrued business office tax

3,024
177
7

Consumption taxes receivable

363

Advances received

498

Short-term loans receivable

100

446

Other

196

Allowance for doubtful accounts(4)

Provision for bonuses
Provision for bonuses for directors (andother officers)
Provision for sales returns

36,938Provision for environmental measures508

11,290Notes payable - facilities
Electronically recorded obligations non-operating
Other
Non-current liabilities
Long-term borrowings

115

Non-current assets
Property, plant and equipment
Buildings

3,048

Structures
Machinery
Vehicles

527
2,320
7

Tools, furniture and fixtures
Land
Leased assets
Construction in progress

355
5,011
17
2

40
36

49
82
6,696
5,255

Long-term deposits received

864

Provision for retirement benefits

306

Provision for share awards

50

Deferred tax liabilities

29

Intangible assets

448

Other

190

Patent right18

Total liabilities

25,913Right to use facilities

12(Net assets)

Software415

Shareholders’ equity

60,199Other

2

Share capital

14,939Investments and other assets

25,199

Capital surplus

17,235Investment securities

2,754

Legal capital surplus

12,235

Shares of subsidiaries and associates
Investments in capital of subsidiaries andassociates
Long-term loans receivable
Prepaid pension costs
Other
Allowance for doubtful accounts

18,756

Other capital surplus

5,000

Total assets

210

Retained earnings

29,826

Legal retained earnings
Other retained earnings
General reserve
Retained earnings brought forward
Treasury shares

1,574
28,251
3,145
25,106(1,801)

Valuation and translation adjustments
Valuation difference on
available-for-sale securities
Total net assets

893

2,520
647
315
(4)

87,007

Total liabilities and net assets(Note) Figures presented in the financial statements are rounded down to the nearest million yen.
- 39 -

893
61,09387,007

Non-consolidated Statement of Income(April 1, 2020 - March 31, 2021)(Millions of yen)
Description

AmountNet sales

43,110

Cost of sales

28,860Gross profit

14,249Selling, general and administrative expenses

10,880Operating profit

3,369

Non-operating income

641

Interest and dividend income

481

Other

160

Non-operating expenses

160

Interest expenses

71

Other

88

Ordinary profit

3,850

Extraordinary income

1,689

Gain on sales of non-current assets

1,689

Extraordinary losses

1,560

Loss on disposal of non-current assets

52

Environmental expenses

1,498

Other

9

Profit before income taxes

3,979

Income taxes - current

880

Income taxes - deferred

106

Profit(Note) Figures presented in the financial statements are rounded down to the nearest million yen.

- 40 -

2,993

Accounting Auditor’s Audit Report on the Consolidated Financial Statements (duplicated copy)

Independent Auditor’s Report(English Translation)

May 10, 2021

To the Board of Directors
NIHON NOHYAKU CO., LTD.
Kyowa Audit Corporation
Chiyoda-ku, Tokyo
Masashige Takayama, CPA
Representative Partner
Engagement Partner
Masashi Ozawa, CPA
Representative Partner
Engagement Partner
OpinionPursuant to Article 444, Paragraph 4 of the Companies Act, we have audited the accompanying consolidated
financial statements, which comprise the consolidated balance sheet, the consolidated statement of income,the consolidated statement of changes in equity and the notes to the consolidated financial statements of
NIHON NOHYAKU CO., LTD. (the “Company”) for the fiscal year from April 1, 2020, through March 31,
2021.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects,
the financial position and results of operations of the corporate group, which consists of the Company and its
consolidated subsidiaries, for the period covered by the consolidated financial statements in conformity withaccounting principles generally accepted in Japan.
Basis for the Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibility under the auditing standards is stated in “Auditor’s Responsibility for the Audit of theConsolidated Financial Statements.” We are independent of the Company and its consolidated subsidiaries inaccordance with the provisions related to professional ethics in Japan, and are fulfilling other ethicalresponsibilities as an auditor. We believe that we have obtained sufficient and appropriate audit evidence toprovide a basis for our audit opinion.
Responsibilities of Management and the Audit & Supervisory Committee for the Consolidated Financial
Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statementsin accordance with accounting principles generally accepted in Japan, and for designing and operating suchinternal control as management determines is necessary to enable the presentation and fair presentation of theconsolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing whether it isappropriate to prepare the consolidated financial statements in accordance with the premise of a going concern,and for disclosing matters relating to going concern when it is required to do so in accordance with accounting
principles generally accepted in Japan.

- 41 -

The Audit & Supervisory Committee is responsible for monitoring the execution of Directors’ duties related
to designing and operating the financial reporting process.
Auditor’s Responsibility for the Audit of the Consolidated Financial Statements
Our responsibility is to obtain reasonable assurance about whether the consolidated financial statements as awhole are free from material misstatement, whether due to fraud or error, and to express an opinion on the
consolidated financial statements from an independent standpoint in an audit report, based on our audit.
Misstatements can occur as a result of fraud or error, and are deemed material if they can be reasonably
expected to, either individually or collectively, influence the decisions of users taken on the basis of theconsolidated financial statements.
We make professional judgment in the audit process in accordance with auditing standards generally
accepted in Japan, and perform the following while maintaining professional skepticism.
・ Identify and assess the risks of material misstatement, whether due to fraud or error. Design and implement
audit procedures to address the risks of material misstatement. The audit procedures shall be selected andapplied as determined by the auditor. In addition, sufficient and appropriate audit evidence shall be obtained
to provide a basis for the audit opinion.
・ In making those risk assessments, the auditor considers internal control relevant to the entity’s audit inorder to design audit procedures that are appropriate in the circumstances, although the purpose of the auditof the consolidated financial statements is not to express an opinion on the effectiveness of the entity’s
internal control.
・ Assess the appropriateness of accounting policies adopted by management and the method of theirapplication, as well as the reasonableness of accounting estimates made by management and the adequacyof related notes.
・ Determine whether it is appropriate for management to prepare the consolidated financial statements on thepremise of a going concern and, based on the audit evidence obtained, determine whether there is asignificant uncertainty in regard to events or conditions that may cast significant doubt on the entity’s ability
to continue as a going concern. If there is a significant uncertainty concerning the premise of a going
concern, the auditor is required to call attention to the notes to the consolidated financial statements in theaudit report, or if the notes to the consolidated financial statements pertaining to the significant uncertainty
are inappropriate, issue a modified opinion on the consolidated financial statements. While the conclusionsof the auditor are based on the audit evidence obtained up to the date of the audit report, depending on
future events or conditions, an entity may be unable to continue as a going concern.
・ Besides assessing whether the presentation of and notes to the consolidated financial statements are inaccordance with accounting principles generally accepted in Japan, assess the presentation, structure, andcontent of the consolidated financial statements including related notes, and whether the consolidated
financial statements fairly present the transactions and accounting events on which they are based.
・ Obtain sufficient and appropriate audit evidence regarding the financial information of the Company and its
consolidated subsidiaries in order to express an opinion on the consolidated financial statements. The
auditor is responsible for instructing, supervising, and implementing the audit of the consolidated financial
statements, and is solely responsible for the audit opinion.
The auditor reports to the Audit & Supervisory Committee regarding the scope and timing of
implementation of the planned audit, material audit findings including material weaknesses in internal control
identified in the course of the audit, and other matters required under the auditing standards.
The auditor reports to the Audit & Supervisory Committee regarding the observance of provisions related toprofessional ethics in Japan as well as matters that are reasonably considered to have an impact on theauditor’s independence and any safeguards that are in place to reduce or eliminate obstacles.
Interest
Our firm and engagement partners have no interests in the Company or its consolidated subsidiaries
requiring disclosure under the provisions of the Certified Public Accountants Act of Japan.

- 42 -

Accounting Auditor’s Audit Report on the Non-consolidated Financial Statements (duplicated copy)

Independent Auditor’s Report(English Translation)

To the Board of Directors
NIHON NOHYAKU CO., LTD.

May 10, 2021

Kyowa Audit Corporation
Chiyoda-ku, Tokyo
Masashige Takayama, CPA
Representative Partner
Engagement Partner
Masashi Ozawa, CPA
Representative Partner
Engagement Partner
OpinionPursuant to Article 436, Paragraph 2, Item 1 of the Companies Act, we have audited the accompanying
financial statements, which comprise the non-consolidated balance sheet, the non-consolidated statement ofincome, the non-consolidated statement of changes in equity and the related notes, and the accompanying
supplementary schedules of NIHON NOHYAKU CO., LTD. (the “Company”) for the 122nd fiscal year from
April 1, 2020 through March 31, 2021.
In our opinion, the financial statements and the accompanying supplementary schedules referred to above
present fairly, in all material respects, the financial position of the Company as of March 31, 2021, and theresults of its operations for the year then ended in conformity with accounting principles generally accepted inJapan.
Basis for the Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibility under the auditing standards is stated in “Auditor’s Responsibility for the Audit of the Financial
Statements and the Accompanying Supplementary Schedules.” We are independent of the Company inaccordance with the provisions related to professional ethics in Japan, and are fulfilling other ethicalresponsibilities as an auditor. We believe that we have obtained sufficient and appropriate audit evidence toprovide a basis for our audit opinion.
Responsibilities of Management and the Audit & Supervisory Committee for the Financial Statements and the
Accompanying Supplementary Schedules
Management is responsible for the preparation and fair presentation of the financial statements and theaccompanying supplementary schedules in accordance with accounting principles generally accepted in Japan,
and for designing and operating such internal control as management determines is necessary to enable thepreparation and fair presentation of the financial statements and the accompanying supplementary schedules
that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements and the accompanying supplementary schedules, management is
responsible for assessing whether it is appropriate to prepare the financial statements and the accompanying
supplementary schedules in accordance with the premise of a going concern, and for disclosing mattersrelating to going concern when it is required to do so in accordance with accounting principles generally
accepted in Japan.

- 43 -

The Audit & Supervisory Committee is responsible for monitoring the execution of Directors’ duties related
to designing and operating the financial reporting process.
Auditor’s Responsibility for the Audit of the Financial Statements and the Accompanying Supplementary
Schedules
Our responsibility is to obtain reasonable assurance about whether the financial statements and theaccompanying supplementary schedules as a whole are free from material misstatement, whether due to fraud
or error, and to express an opinion on the financial statements and the accompanying supplementary schedules
from an independent standpoint in an audit report, based on our audit. Misstatements can occur as a result offraud or error, and are deemed material if they can be reasonably expected to, either individually orcollectively, influence the decisions of users taken on the basis of the financial statements and theaccompanying supplementary schedules.
We make professional judgment in the audit process in accordance with auditing standards generally
accepted in Japan, and perform the following while maintaining professional skepticism.
・ Identify and assess the risks of material misstatement, whether due to fraud or error. Design and implement
audit procedures to address the risks of material misstatement. The audit procedures shall be selected andapplied as determined by the auditor. In addition, sufficient and appropriate audit evidence shall be obtained
to provide a basis for the audit opinion.
・ In making those risk assessments, the auditor considers internal control relevant to the entity’s audit inorder to design audit procedures that are appropriate in the circumstances, although the purpose of the auditof the financial statements and the accompanying supplementary schedules is not to express an opinion on
the effectiveness of the entity’s internal control.
・ Assess the appropriateness of accounting policies adopted by management and the method of theirapplication, as well as the reasonableness of accounting estimates made by management and the adequacyof related notes.
・ Determine whether it is appropriate for management to prepare the financial statements and theaccompanying supplementary schedules on the premise of a going concern and, based on the audit evidence
obtained, determine whether there is a significant uncertainty in regard to events or conditions that may castsignificant doubt on the entity’s ability to continue as a going concern. If there is a significant uncertainty
concerning the premise of a going concern, the auditor is required to call attention to the notes to thefinancial statements and the accompanying supplementary schedules in the audit report, or if the notes to thefinancial statements and the accompanying supplementary schedules pertaining to the significant
uncertainty are inappropriate, issue a modified opinion on the financial statements and the accompanying
supplementary schedules. While the conclusions of the auditor are based on the audit evidence obtained up
to the date of the audit report, depending on future events or conditions, an entity may be unable to continue
as a going concern.
・ Besides assessing whether the presentation of and notes to the financial statements and the accompanying
supplementary schedules are in accordance with accounting principles generally accepted in Japan, assess
the presentation, structure, and content of the financial statements and the accompanying supplementaryschedules including related notes, and whether the financial statements and the accompanying
supplementary schedules fairly present the transactions and accounting events on which they are based.
The auditor reports to the Audit & Supervisory Committee regarding the scope and timing of
implementation of the planned audit, material audit findings including material weaknesses in internal control
identified in the course of the audit, and other matters required under the auditing standards.
The auditor reports to the Audit & Supervisory Committee regarding the observance of provisions related toprofessional ethics in Japan as well as matters that are reasonably considered to have an impact on theauditor’s independence and any safeguards that are in place to reduce or eliminate obstacles.
Interest
Our firm and engagement partners have no interests in the Company requiring disclosure under theprovisions of the Certified Public Accountants Act of Japan.
- 44 -

Audit & Supervisory Committee’s Audit Report (duplicated copy)

Audit Report(English Translation)
The Audit & Supervisory Committee audited the performance of duties by the Directors for the 122nd
fiscal year from April 1, 2020 to March 31, 2021, and hereby submits the method and results of the audit.
1. Summary of Auditing Methods
The Audit & Supervisory Committee received reports periodically from Directors, employees andother relevant personnel about the details of Board of Directors’ resolutions concerning the matters set
forth in Article 399-13, Paragraph 1, Item 1 (b) and (c) of the Companies Act, as well as theestablishment and application of the internal control systems based on such resolutions, and then sought
explanations as necessary, expressed opinions and conducted the audit through the methods described
below.
(1) In conformity with the Auditing Standards, etc. of the Audit & Supervisory Committee establishedby the Audit & Supervisory Committee, following the auditing policies, allocation of duties andother relevant matters, using means such as the Internet, etc. and cooperating with the internal audit
division and other internal control divisions, we participated in important meetings, received reports
from the Directors, employees and other relevant personnel regarding performance of their duties,
sought explanations as necessary, examined important authorized documents and associatedinformation, and studied the operations and financial positions at the head office and principal
business offices. With respect to subsidiaries, using means such as the Internet, etc., wecommunicated with, and collected information from, Directors, Audit & Supervisory Board
Members and other relevant personnel of subsidiaries as well as received reports from subsidiaries
on their business as necessary.
(2) We monitored and verified whether the Accounting Auditor maintained its independence andimplemented appropriate audits, as well as received reports from the Accounting Auditor regarding
the performance of its duties and sought explanations as necessary. In addition, we received noticefrom the Accounting Auditor that “system to ensure that duties are performed properly” (matters set
forth in each item of Article 131 of the Regulation on Corporate Accounting) had been prepared inaccordance with the “Quality Control Standard for Audit” (issued by the Business Accounting
Council on October 28, 2005) and other relevant standards, and sought explanations as necessary.
Also, with respect to key audit matters, we discussed with the Accounting Auditor and received
reports regarding the performance of its audit and sought explanations as necessary.
Based on the above methods, we examined the Business Report and the supplementary schedules
thereof, the non-consolidated financial statements (non-consolidated balance sheet, non-consolidated
statement of income, non-consolidated statement of changes in equity, and non-consolidated notes) andthe supplementary schedules thereof, as well as the consolidated financial statements (consolidatedbalance sheet, consolidated statement of income, consolidated statement of changes in equity andconsolidated notes) related to the relevant fiscal year.

- 45 -

2. Results of Audit(1)

Results of Audit of Business Report and Other Relevant Documents

1. In our opinion, the Business Report and the supplementary schedules are in accordance with therelated laws and regulations, and Articles of Incorporation, and fairly represent the Company’s
condition.
2. We have found no evidence of wrongful action or material violation of related laws and regulations,nor of any violation with respect to the Articles of Incorporation, related to performance of duties
by the Directors.
3. In our opinion, the contents of the resolutions of the Board of Directors related to the internal
controls system are fair and reasonable. In addition, we have found no matters on which to remark
regarding the description in the Business Report and the performance of duties by the Directors
related to such internal controls system.
(2)

Results of Audit of Non-consolidated Financial Statements and Supplementary Schedules
In our opinion, the methods and results employed and rendered by Kyowa Audit Corporation are
fair and reasonable.

(3)

Results of Audit of Consolidated Financial Statements
In our opinion, the methods and results employed and rendered by Kyowa Audit Corporation are
fair and reasonable.

May 11, 2021
Audit & Supervisory Committee, NIHON NOHYAKU CO., LTD.
Full-time Audit & Supervisory
Committee Member
Audit & Supervisory Committee
MemberAudit & Supervisory Committee
MemberAudit & Supervisory Committee
MemberAudit & Supervisory Committee
Member(Note)

Yoshiaki Higashino
Haruhiko Tomiyasu
Iwao Toigawa
Chizuko Nakata
Yoshiko Oshima

Audit & Supervisory Committee Members, Mr. Iwao Toigawa, Ms. Chizuko Nakata and
Ms. Yoshiko Oshima are Outside Directors as stipulated in Article 2, Item 15 and Article
331, Paragraph 6 of the Companies Act.

- 46 -