Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 4112
June 10, 2024
(Start date of measures for electronic provision: May 27, 2024)
To our shareholders:
Yuto Matsumoto
President
Hodogaya Chemical Co., Ltd.
1-9-2 Higashi-Shimbashi, Minato-ku, Tokyo

Notice of the 166th Annual General Meeting of Shareholders
We are pleased to announce the 166th Annual General Meeting of Shareholders of Hodogaya Chemical Co., Ltd. (the“Company”), which will be held as indicated below.
When convening this General Meeting of Shareholders, the Company takes measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which measuresfor providing information in electronic format are to be taken) in electronic format, and posts this information on the
Company’s website. Please access the Company’s website by using the internet address shown below to review the
information.
The Company’s Website: https://www.hodogaya.co.jp/investors/ir_library/convocation/ (in Japanese)
Website providing informational materials for the general meeting of shareholders: https://d.sokai.jp/4112/teiji/ (inJapanese)If you will not be attending this General Meeting of Shareholders in person, you may exercise your voting
rights beforehand either in writing, via Smart Exercise, or via the Internet. Please review the Reference
Documents for the General Meeting of Shareholders and exercise your voting rights no later than 5:45 p.m.,
Monday, June 24, 2024 (Japan standard time).
1. Date and Time: Tuesday, June 25, 2024 at 10:00 a.m. (Reception starts at 9:00 a.m.)
2. Venue:
Main hall, 2nd floor, The Industry Club of Japan
1-4-6 Marunouchi, Chiyoda-Ku, Tokyo(Please refer to the information map at the end of this notice.)
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 166th fiscal year (from April 1, 2023
to March 31, 2024), and the results of audits of the Consolidated Financial Statements by the Financial
Auditor and the Audit & Supervisory Committee
2. The Non-consolidated Financial Statements for the 166th fiscal year (from April 1, 2023 to March 31, 2024)-1-

Matters to be resolved:
Proposal No. 1
Election of Three Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)
Proposal No. 2
Election of One Director Who Is an Audit & Supervisory Committee Member
Proposal No. 3
Election of One Substitute Director Who Is an Audit & Supervisory Committee Member

Matters Decided Regarding the Convocation--

For this General Meeting of Shareholders, we have decided to deliver paper-based documents stating the items subject to measuresfor electronic provision to shareholders who have requested delivery of paper-based documents, but the following items are notincluded in the paper-based documents to be delivered to shareholders in accordance with laws and regulations and Article 16,
paragraph 2 of the Company’s Articles of Incorporation.
- “Principal Offices, Plants and Laboratories,” “Principal Lenders,” “Status of Financial Auditor,” “Matters Concerning Shares,”“Enhancement and Strengthening of Corporate Governance,” “Systems to Ensure Appropriateness of Operations,” and “Basic
Policies Regarding the Way a Person is to Control the Determination of Financial and Business Policies of the Company” of theBusiness Report- “Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial Statements” of the Consolidated Financial
Statements- “Non-consolidated Statement of Changes in Equity” and “Notes to Non-consolidated Financial Statements” of the Nonconsolidated Financial Statements
The Audit & Supervisory Committee and the Financial Auditor have audited the documents subject to audit, including the above
matters.
If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items before
and after the revisions will be posted on each of the websites where the information is posted.
When exercising voting rights by mail (in writing), if you submit the form without indicating your approval or disapproval for each
proposal, it will be deemed that you indicated your approval.
If you exercise your voting rights in duplicate both by mail (in writing) and via the internet, the Company will only deem yourexercise via the internet valid.
If you exercise your voting rights via the internet more than once, the last exercise shall be deemed to be valid.
The Company’s Website: https://www.hodogaya.co.jp/

Guide to the Exercise of Voting Rights
Attending the meeting in person
Please bring the voting form sent with this notice to the meeting and submit it to the reception desk on the day of themeeting.
Date and Time: Tuesday, June 25, 2024, at 10:00 a.m. (JST)
Venue: Main hall, 2nd floor, The Industry Club of Japan
Exercise of voting rights by mail (in writing)
Please indicate your approval or disapproval of the proposals in the voting form sent with this notice to the meetingand then return the form to the Company.
* Please use the “Voting form writing protection sticker.”
Deadline for Exercising Voting Rights: Received by 5:45 p.m. on Monday, June 24, 2024 (JST).
Exercise of voting rights by Smart Vote or the internet
Please access the website (https://soukai.mizuho-tb.co.jp/) via a smartphone or computer, and enter your vote of
approval or disapproval of each proposal by using the voting right exercise code and password shown on the voting
form sent with this notice to the meeting and following on-screen instructions. Please refer page 4. (Only available
in Japanese version)
Deadline for Exercising Voting Rights: All data entry to be completed no later than 5:45 p.m. on Monday, June 24,
2024 (JST).

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Reference Documents for General Meeting of Shareholders
Proposal No. 1

Election of Three Directors (Excluding Directors Who Are Audit & Supervisory Committee
Members)

The terms of office of all three Directors (excluding Directors who are Audit & Supervisory Committee Members)
will expire at the conclusion of this meeting.
Therefore, the Company proposes the election of three Directors (excluding Directors who are Audit & Supervisory
Committee Members).
Moreover, this proposal has been considered by the Audit & Supervisory Committee, but they have expressed no
opinion.
Candidates for Director (excluding Directors who are Audit & Supervisory Committee Members) are as follows:
Candidate
No.

Name(Date of birth)
Yuto Matsumoto(November 19, 1960)
Reelection
Tenure as Director (At theconclusion of this meeting)
9 years

1

2

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1983
June 2004
Apr. 2010
Apr. 2012
Apr. 2013

Apr. 2014
Attendance at the Board of
Directors Meetings during fiscal
June 2015
2023
Nov. 201613/13 times

Joined the Company
Director and President of HODOGAYACHEMICAL (U.S.A.), INC.
General Manager of Color & Imaging Materials
Division of the Company
General Manager of Imaging Materials
Division
General Manager of Business Promotion
Division
Executive Officer and General Manager ofBusiness Promotion Division
Director and Managing Executive Officer
Representative Director, President and CEO(current position)

Number of theCompany’s sharesowned

8,900 shares

Reasons for nomination as candidate for Director
After joining the Company in April 1983, he worked in the Research & Development Department, has engaged inoperations of sales department including overseas business, and became Representative Director and President of theCompany in November 2016. He has extensive experience and knowledge and has been appropriately fulfilling his
duties. Therefore, the Company judges that he is qualified as Director of the Company.
Apr. 1981
Joined the Company
Kaoru Kasahara
Apr. 2009
General Manager of Research Planning(July 18, 1956)
Management Department
Apr. 2010
Executive Officer and General Manager ofReelection
Research & Development Department
Apr. 2015
Executive Officer and Deputy Supervising
Tenure as Director (At theManager of Research & Development
6,100 sharesconclusion of this meeting)*
Department
4 years
June 2015
Director and Managing Executive Officer
Jan. 2018
Managing Executive Officer
Attendance at the Board of
Nov. 2019
Senior Managing Executive Officer
Directors Meetings during fiscal
June
2020
Directorand Senior Managing Executive
2023
Officer
13/13 times(current position)
Reasons for nomination as candidate for Director
Since joining the Company in April 1981, he has engaged in operations of the research & development and production
departments. Currently, he has extensive experience and knowledge for supervising the Production Department of theGroup, and has been appropriately fulfilling his duties. Therefore, the Company judges he is qualified as Director of theCompany.
* The period from June 2015 to December 2017 in which he served as Director is not included.

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No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1982

Shinichi Sato
(January 9, 1960)

July 2000

New election

Mar. 2014
June 2014

Tenure as Director (At theconclusion of this meeting)— years
3

*
*
*

*

June 2015

Apr. 2016
Attendance at the Board of
Directors Meetings during fiscal
Jan. 20182023— times
Oct. 2023

Joined The Long-Term Credit Bank of Japan,
Limited (currently SBI Shinsei Bank, Limited)
Joined The Industrial Bank of Japan, Limited(currently Mizuho Bank, Ltd.)
Joined the Company
General Manager of Internal Control
Department
General Manager of Internal Control
Department and General Manager of Legal
Department
Executive Officer and General Manager ofInternal Control Department
Managing Executive Officer and General
Manager of Internal Control Department
Managing Executive Officer(current position)

Number of theCompany’s shares
owned

3,200 shares

Reasons for nomination as candidate for Director
Since joining the Company in March 2014, he has engaged in operations of the Internal Control Department and Legal
Department of the Group while utilizing his extensive experience and knowledge gained during his time in the banking
field. Currently, he supervises internal control, human resources and promotion of sustainability, and has been
appropriately fulfilling his duties. Therefore, the Company judges he is qualified as Director of the Company.
There is no special interest between any of the candidates and the Company.
The responsibilities of each candidate at the end of the fiscal year are stated in “Matters Regarding Company Officers” of this notice.
(Only available in Japanese version)
The Company has entered into indemnification agreements as provided for in Article 430-2, paragraph (1) of the Companies Act with
Yuto Matsumoto and Kaoru Kasahara.
Under the indemnification agreements, the Company shall provide compensation for costs incurred under item (i) of the same
paragraph, and losses incurred under item (ii) of the same paragraph, to the extent permitted by laws and regulations.
If Yuto Matsumoto and Kaoru Kasahara are reelected, the Company plans to renew the relevant indemnification agreements withthem.
If the election of Shinichi Sato is approved, the Company plans to enter into the same indemnification agreement with him.
The Company has entered into a directors and officers liability insurance policy (D&O insurance policy), under which all Directors
are insureds, as provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance Company.
This insurance policy covers the damages payable and such costs as related litigation expenses incurred by the insured from claims
for damages against the insured during the insurance period arising from acts (including nonfeasance) carried out by the insured in
his/her capacity as an officer of the Company, and the premiums for the insured are fully borne by the Company.
If each candidate is elected and assumes office as Director, they will be included as an insured under the insurance policy.
The Company plans to renew the aforementioned insurance policy on December 1, 2024, which will be during every such candidate’s
term of office.

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Proposal No. 2

Election of One Director Who Is an Audit & Supervisory Committee Member

Director Satoshi Ebisui who is an Audit & Supervisory Committee Member will resign at the conclusion of thismeeting.
Therefore, the Company proposes the election of one Director who is an Audit & Supervisory Committee Member.
The term of office of a Director who is an Audit & Supervisory Committee Member to be elected as a substitute shallbe until the expiration of the term of office of the retiring Director who is an Audit & Supervisory Committee Member,in accordance with the provisions of the Articles of Incorporation of the Company.
In addition, the consent of the Audit & Supervisory Committee has been obtained for this proposal.
The Candidate for Director who is an Audit & Supervisory Committee Member is as follows:
Name(Date of birth)

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company

Joined the Company
General Manager of Purchasing Department
General Manager of Corporate Planning Department
Executive Officer and General Manager of Corporate
New election
Planning Department
Apr. 2012
Executive Officer and General Manager of Koriyama Plant
Tenure as Director (At theApr. 2015
Executive Officer and Deputy Supervising Manager of
6,200 sharesconclusion of this meeting)
Production Department— years
June 2015
Director and Managing Executive Officer
Jan.
2018
Executive Officer
Attendance at the Board of
Directorand Chairman of Hodogaya Construction Products
Directors Meetings during fiscal
Co.,
Ltd.
2023
Apr. 2020
President of KATSURA SANGYO CO., LTD.
— times(current position)
Reasons for nomination as candidate for Director who is an Audit & Supervisory Committee Member
Since joining the Company in April 1981, he has been widely involved in the Research & Development, Purchasing, Sales andCorporate Planning Departments and operations of a plant as General Manager, and has a wide range of business experience andknowledge at the Company and Group companies. It is expected that he can take advantage of these for the business activities of theCompany and appropriately fulfill his duties. Therefore, the Company judges he is qualified as Director who is an Audit &Supervisory Committee Member. He was elected as a substitute Director who is an Audit & Supervisory Committee Member in June
2021.
* There is no special interest between Shinichi Matsuno and the Company.
* Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has concluded an agreement with
Directors who are Audit & Supervisory Committee Members to limit liability for damages stipulated in Article 423, paragraph (1) of
the Act. The maximum amount of liability for damages under this agreement is the minimum liability amount provided for underlaws and regulations. In addition, if Shinichi Matsuno is elected, the Company plans to enter into the same limited liability agreementwith him.
* The Company has entered into an indemnification agreement as provided for in Article 430-2, paragraph (1) of the Companies Act
with Directors who are Audit & Supervisory Committee Members. Under the indemnification agreements, the Company shall provide
compensation for costs incurred under item (i) of the same paragraph, and losses incurred under item (ii) of the same paragraph, tothe extent permitted by laws and regulations. In addition, if Shinichi Matsuno is elected, the Company plans to enter into the same
indemnification with him.
* The Company has entered into a directors and officers liability insurance policy (D&O insurance policy), under which all Directors
are insureds, as provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance Company. This insurance policy
covers the damages payable and such costs as related litigation expenses incurred by the insured from claims for damages against
the insured during the insurance period arising from acts (including nonfeasance) carried out by the insured in his/her capacity as an
officer of the Company, and the premiums for the insured are fully borne by the Company. If Shinichi Matsuno is elected, he will be
included as an insured under the insurance policy. The Company plans to renew the aforementioned insurance policy on December
1, 2024, which will be during every such candidate’s term of office.
Shinichi Matsuno(March 8, 1959)

Apr. 1981
June 2002
Apr. 2009
Apr. 2011

Number of theCompany’s shares
owned

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Proposal No. 3

Election of One Substitute Director Who Is an Audit & Supervisory Committee Member

Shinichi Matsuno, who was elected as a substitute Director who is an Audit & Supervisory Board Member at theCompany’s 165th Annual General Meeting of Shareholders held on June 27, 2023, will be elected as a Director who
is an Audit & Supervisory Board Member if Proposal 2, “Election of One Director Who Is an Audit & Supervisory
Committee Member,” is approved as originally proposed.
Therefore, the Company proposes the election of one substitute Director who is an Audit & Supervisory Committee
Member as a substitute Director who is an Audit & Supervisory Committee Member that is not an Outside Director
to be ready to fill a vacant position should the number of Directors who are Audit & Supervisory Committee Members
fall below the number required by the laws and regulations.
The election in this proposal will be effective until the commencement of the Annual General Meeting of
Shareholders relating to the last fiscal year ending within one year after the election. In addition, the consent of the
Audit & Supervisory Committee Members has been obtained for this proposal.
The candidate for substitute Director who is an Audit & Supervisory Committee Member is as follows:
Name(Date of birth)

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
Apr. 1994

Number of theCompany’s shares
ownedJoined The Industrial Bank of Japan, Limited (currently
Mizuho Bank, Ltd.)
Feb. 2011
Joined the Company
Mar. 2011
Registered as an attorney at law
Miki Tsukui
Apr. 2016
General Manager of Legal Department(January 20, 1972)
Oct. 2022
General Manager of Legal Department and Deputy General
100 shares
Manager of Corporate Planning Department
Candidate for Director(current position)(Substitute)June 2024
Executive Officer and General Manager of Legal
Department and Deputy General Manager of Corporate
Planning Department(planned)
Reasons for nomination as candidate for substitute Director
She joined the Company in February 2011, has a longstanding involvement in the operations of the Legal Department and isqualified as an attorney at law. It is expected that she can take advantage of these for the business activities of the Company andappropriately fulfill her duties. Therefore, the Company judges she is qualified as substitute Director who is an Audit & Supervisory
Committee Member.
* There is no special interest between Miki Tsukui and the Company.
* If Miki Tsukui is elected as a Director who is an Audit & Supervisory Committee Member, pursuant to the provisions of Article 427,
paragraph (1) of the Companies Act, the Company plans to enter into a limited liability agreement to limit her liability for damages
under Article 423, paragraph (1) of the Companies Act. The maximum amount of liability for damages under this agreement is theminimum liability amount provided for under laws and regulations.
* If Miki Tsukui is elected as a Director who is an Audit & Supervisory Committee Member, the Company plans to enter into anindemnification agreement as provided for in Article 430-2, paragraph (1) of the Companies Act with her. Under the indemnificationagreement, the Company shall provide compensation for costs incurred under item (i) of the same paragraph, and losses incurredunder item (ii) of the same paragraph, to the extent permitted by laws and regulations.
* The Company has entered into a directors and officers liability insurance policy (D&O insurance policy), under which all Directors
are insureds, as provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance Company. This insurance policy
covers the damages payable and such costs as related litigation expenses incurred by the insured from claims for damages against
the insured during the insurance period arising from acts (including nonfeasance) carried out by the insured in his/her capacity as an
officer of the Company, and the premiums for the insured are fully borne by the Company. If Miki Tsukui is elected as a Director
who is an Audit & Supervisory Committee Member, the Company plans to include her as an insured in the aforementioned insurance
policy.

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The expertise, experience, and other backgrounds of each of Directors upon approval of Proposal No. 1 and Proposal
No. 2 at the 166th Annual General Meeting of Shareholders are as follows. Seven skills have been selected for theskill matrix of the Board of Directors from the perspective of achieving the mid-term management plan “SPEED
25/30.”- Four skills to perform basic functions as a company:“Corporate management” “Legal affairs & risk management” “Finance & accounting” “Human resources strategy”- Two skills to respond to the Company’s core trinity (R&D, manufacturing, sales):“Business strategy” “R&D/ technology/ manufacturing”- One skill to respond to the cross-border nature of the Company’s business fields:“Internationality”

Name

Yuto Matsumoto
Kaoru Kasahara
Shinichi Sato
Shinichi Matsuno
Shuji Kato (Outside)
Masaki Sakai(Outside)
Shinobu Fujino(Outside)

Corporate
Gendermanagement
Male

●

Male

●

Legal
affairs &riskmanagement

Finance &accounting

●

Male

●

Businessstrategy

●

●

●

●

●
●

●

●

●

Male

●

●

●

●

●

Female

●

●

●

●

Male

Male

R&D/
technology/ Internationality
manufacturing

Human
resources
strategy

●
●

●

●

* Outside Directors are signified with “Outside.”* The skill matrix includes the areas expected for each individual. It is not meant to be a comprehensive list of all forms of expertiseand experience they may possess.

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