Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
Stock Exchange Code: 4997
May 29, 2024
(Measures for electronic provision commenced on May 17, 2024)

To Shareholders with Voting Rights:
Hiroyuki Iwata
Representative Director, President
NIHON NOHYAKU CO., LTD.
19-8, Kyobashi 1-Chome, Chuo-ku,
Tokyo, JapanNOTICE OF
THE 125TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
The 125th Ordinary General Meeting of Shareholders of NIHON NOHYAKU CO., LTD. (hereinafter referred
to as the “Company”) will be held for the purposes as described below.
In convening this General Meeting of Shareholders, we have taken measures for electronic provision ofmaterials. Information that constitutes the content of the Reference Documents for the General Meeting of
Shareholders, etc. (matters to be provided electronically) has been posted on the websites as described below in“4. Websites where matters to be provided electronically are posted.” To review the information, please accesseither of the websites.
If you are unable to attend the meeting, you may exercise your voting rights via the Internet, etc. or in writing.
Please exercise your voting rights by either method. The content of each proposal is presented in the Reference
Documents for the General Meeting of Shareholders posted on the websites as described below in “4. Websites
where matters to be provided electronically are posted.” Please review the documents, and following the
instruction hereinafter described, exercise your voting rights by 5:25 p.m. on Tuesday, June 18, 2024, Japantime.
1. Date and Time:
2. Place:

Wednesday, June 19, 2024 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

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
125th Fiscal Year (April 1, 2023 - March 31, 2024) 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 125th Fiscal Year
(April 1, 2023 - March 31, 2024)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of 8 Directors (Excluding Directors Serving as the Audit & Supervisory
Committee Members)
Proposal 3:
Election of 4 Directors Serving as the Audit & Supervisory Committee
Members-1-

4. Websites Where Matters to be Provided Electronically are Posted:No.
Website name and URL
How to access each website
The Company’s website
Please refer to the “125th Ordinary General Meeting(“General Meeting of Shareholders” in theof Shareholders.”
1“Stock Information” page of “IR”)
https://www.nichino.co.jp/ir/page_10094.html
Listed Company Search (Tokyo Stock Exchange Enter our issue name (company name) to the field of(TSE)’s website)“Issue name (company name)” or our securities code
2 https://www2.jpx.co.jp/tseHpFront/JJK020010Ac to the field of “Code” and click “Search.” Clicktion.do?Show=Show“Basic information” and select the “Documents for
public inspection/PR information” tab.
The Portal of Shareholders’ Meeting (Sumitomo Please scan the QR code on the enclosed Voting
3 Mitsui Trust Bank’s website)
Rights Exercise Form or enter the login ID and initialhttps://www.soukai-portal.net (Japanese only)
password.
5. Matters Decided for Convocation:
1) If you are exercising your voting rights by proxy, you can delegate the exercise of your voting rights
to another shareholder, who also owns voting rights. In such a case, please have your proxy submit awritten power of attorney.
2) The documents (NOTICE OF THE 125TH ORDINARY GENERAL MEETING OF
SHAREHOLDERS) sent to shareholders also serve as documents including matters to be provided
electronically based on the requests for delivery of the paper copy. In accordance with laws andregulations and Article 15 of the Articles of Incorporation of the Company, the following matters are
not included in the documents. Therefore, the paper-based documents to be delivered to shareholders
who have requested delivery of the paper copy are part of the documents audited by the Audit &Supervisory Committee and the Accounting Auditor in preparing the audit reports.
 “Principal business,” “Principal offices, research centers, and plants,” “Major lenders,” “Outline of content of liability
limitation agreements,” “Outline of content of directors and officers liability insurance contract,” “Matters concerning
outside officers,” “Matters concerning Accounting Auditor,” “Structures to secure the appropriateness of operations,”“Operational status of structures to secure the appropriateness of operations,” “Basic policy on the desired state ofparties to control decisions on the company’s financial and business policy,” and “Other significant matters regarding
the current status of the corporate group” in the Business Report
 “Consolidated Statement of Changes in Equity” and “Notes to the Consolidated Financial Statements” in theConsolidated Financial Statements
 Non-consolidated Financial Statements
 Audit report (“Accounting Auditor’s Audit Report on the Consolidated Financial Statements,” “Accounting Auditor’s
Audit Report on the Non-consolidated Financial Statements,” and “Audit & Supervisory Committee’s Audit Report”)

3) For other matters decided for convocation, please refer to “6. Instruction for Exercising Voting Rights”
on page 3.

-2-

6. 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 19, 2024 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 via the Internet
Please follow the instruction to enter your vote for or against the proposals.
Deadline of Exercise

Tuesday, June 18, 2024 at 5:25 p.m. Japan time

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. If no indication of approval or disapproval is made for each proposal by using
the Voting Rights Exercise Form, it will be deemed as an indication of approval for the Company’s
proposals and disapproval for the shareholders’ proposals.
Deadline of Exercise

Tuesday, June 18, 2024 at 5:25 p.m. Japan time If you wish to change your vote after exercising your voting rights, you will need to enter the “voting
rights exercise code” and “password” indicated on the Voting Rights Exercise Form.
 If your voting rights are exercised in duplicate both via the Internet, etc., and in writing, the vote via theInternet, etc. shall be deemed valid. When voting rights are exercised multiple times via the Internet, etc.,
the last vote shall be deemed as the valid exercise of your voting rights.

〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
◎ Should the matters to be provided electronically require revisions, matters before and after the revision
will be posted on the respective websites where they are posted.
◎ 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 dayof 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.
In the “Ensuring Growing Global 2 (EGG2)” medium-term management plan, the Company has thedividend policy of aiming for a dividend payout ratio of 30% or more under the basic policy of a stable dividend
payment.
Taking into account the above policy and performance during the current fiscal year, the appropriation of
surplus for the 125th fiscal year is proposed as follows.
Matters concerning the year-end dividend:(1) Kind of dividend property:
Cash(2) Matters concerning the allotment of dividend property to shareholders and total amount thereof:
9.0 yen per share of the Company’s common stock, in a total amount of 708,953,445 yen
Furthermore, as an interim dividend of 9.0 yen per share was provided, the annual dividend will be 18
yen per share in total.
(3) The effective date of the dividend of surplus
Thursday, June 20, 2024

-4-

Proposal 2:

Election of 8 Directors (Excluding Directors Serving as the Audit & Supervisory Committee
Members)

The terms of office of all 8 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 8 Directors.
This proposal was determined by the Board of Directors based on the reports from the GovernanceCommittee, which is a voluntary advisory body of the Board of Directors, and the majority of whose members
are independent officers. 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:
Current positions and responsibilities

Attendance rate at
Board of Directors
meetings

No.

Name

1

Yosuke Tomoi

Director, Chairman

Reelection

Male

100%
(17 out of 17 meetings)

2

Hiroyuki Iwata

Representative Director, President

Reelection

Male

100%
(17 out of 17 meetings)

3

Koji Shishido

Representative Director, Vice President

Reelection

Male

100%
(17 out of 17 meetings)

4

Akio Kohri

DirectorReelection

Male

100%
(17 out of 17 meetings)

5

Haruhiko Tomiyasu

DirectorReelection

Male

100%
(17 out of 17 meetings)

6

Masuyo Ohtani

DirectorReelection

Outside7

Noboru Matsumoto

DirectorReelection

Outside8

Shiyo Yamana—

Newelection

OutsideNewelection

New election
Director candidate

Reelection

Reelection
Director candidate

Male

Male

FemaleFemaleOutside-5-

Attributes

Outside Director
candidate

Independent
Independent
Independent

Independent

Female100%(14 out of 14 meetings)

Male

100%
(14 out of 14 meetings)

Female—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 &Yosuke Tomoi
Auditorial Dept., Corporate Office Division of the Company(January 12, 1956)
December 2008 Director and Executive Officer, General Manager of Corporate
Office Division, responsible for Secretarial Dept., and General
Reelection
Manager of Secretarial Dept.
December 2009 Director and Executive Officer, and Deputy Division Manager of
Male
Sales Division
43,451
August 2010
Director and Executive Officer, Deputy Division Manager ofAttendance rate at
Sales Division, and General Manager of Sales Dept. 2, Sales
Board of Directors
Division
meetings
December 2011 Director and Managing Executive Officer, General Manager of100%
Corporate Office Division, responsible for Secretarial Dept., and(17 out of 17
General Manager of Secretarial Dept.
meetings)
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
June 2022
Director, Chairman (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 to realizethat vision. He assumed the office of Director, Chairman of the Company in 2022, and is currently engaged in revitalizing theBoard of Directors as Chair. The Company expects him to contribute to further 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. Yosuke Tomoi and the Company.
April 1986
Joined the Company
December 2013 General Manager of Sales Dept. 1, Sales Division
Hiroyuki Iwata
General Manager attached to Division Manager of Overseas(November 3, 1963) August 2016
Division
December 2016 Executive Officer, Deputy Division Manager of Overseas
Reelection
Division, and General Manager of Sales Dept. Asia, Overseas
Division
Male
December 2017 Executive Officer and Division Manager of Overseas Division
19,674
December 2018 Director and Senior Executive Officer, and Division Manager ofAttendance rate at
Overseas Division
Board of Directors
June 2020
Director and Senior Executive Officer, and Division Manager of
meetings
Corporate Planning Division
100%
June 2021
Director and Senior Executive Officer, Division Manager of(17 out of 17
Corporate Planning Division, and in charge of Overseas Division
meetings)
June 2022
Representative Director, President (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 was engaged in creating and advancing the
medium-term management plans as Division Manager of the Corporate Planning Division. He assumed the office ofRepresentative Director, President of the Company in 2022, and is currently engaged in advancing the growth strategies torealize the Company’s vision. The Company expects him to continue to steer the ongoing group management of the Company
as a business administrator by drawing on these experiences and achievements.
[Special notes regarding the candidate for Director]
There are no special interests between Mr. Hiroyuki Iwata and the Company.

-6-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1983
June 2004

3

Number ofshares of theCompany held

Joined Asahi Denka Co., Ltd. (current ADEKA Corporation)
General Manager of Food Production Dept., Kashima Plant,
Asahi Denka Co., Ltd.
June 2010
Plant Manager of Kashima Plant, ADEKA Corporation
June 2014
General Manager of Production Management Dept., ADEKA
Koji Shishido
Corporation(December 20, 1959)
June 2016
Operating Officer and General Manager of Environmental
Protection Division, General Manager of Environmental Safety
Reelection& Quality Assurance Dept., ADEKA Corporation
April 2017
Operating Officer and General Manager of Environmental
Male
Protection Division, ADEKA Corporation
24,385
December 2018 Representative Director and Senior Managing Executive
Attendance rate at
Officer, and Division Manager of Production Division of theBoard of Directors
Company
meetings
June 2020
Representative Director and Senior Managing Executive Officer,
100%
Division Manager of Production Division, and in charge of(17 out of 17
Environment Safety Dept.
meetings)
June 2022
Representative Director, Vice President, in charge of CSR
Promotion Dept., in charge of Production Division, and in
charge of Overseas Division
June 2023
Representative Director, Vice President (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 and environmental protection
segments and broad insight. After having served as Representative Director of the Company from 2018, he assumed the officeof Representative Director, Vice President of the Company in 2022, and is currently engaged in promoting the Group’s
sustainability management, strengthening the production structure, and advancing the growth strategies in the overseas sales
segments. 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. 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.

-7-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

April 1971
June 2008
Akio Kohri(December 21, 1948)

4

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 Business
Promotion Dept., ADEKA Corporation
June 2010
Director and Managing Operating Officer, General Manager ofReelection
Corporate Planning Dept., responsible for New Business
Promotion Office, and Chairman of Facility Investment
Male
Committee, ADEKA Corporation─June 2012
President, ADEKA Corporation
Attendance rate at
Board of Directors December 2013 Director of the Company (current position)
June 2018
Chairman and Chief Executive Officer, ADEKA Corporation
meetings
June 2020
Advisor, ADEKA Corporation (current position)
100%(Significant concurrent positions)(17 out of 17
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 expects him tocontribute to revitalizing the Board of Directors by continuously providing the Company with opinions and advice on the
Company’s overall management.
[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.
During the past 10 years, Mr. Akio Kohri served 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

Joined The Dai-Ichi Kangyo Bank, Limited (current Mizuho
Financial Group, Inc.)
July 2005
General Manager of Administration Division, Mizuho Bank, Ltd.
June 2007
Full-time Audit and Supervisory Board Member, ADEKA
Corporation
June 2009
Director and Operating Officer, responsible for Legal & Public
Relations Dept. and Financial & Accounting Dept., andChairman of Internal Control Promotion Committee, ADEKA
Corporation
December 2009 Audit & Supervisory Board Member of the Company
June 2010
Director and Operating Officer, responsible for Information
Systems Dept., ADEKA Corporation
June 2012
Director and Operating Officer, responsible for Human
Haruhiko Tomiyasu
Resources Dept., Financial & Accounting Dept. and Information(July 7, 1956)
Systems Dept., ADEKA Corporation
June 2014
Director and Managing Operating Officer, responsible forReelection
Human Resources Dept., Financial & Accounting Dept. andInformation Systems Dept., and Chairman of Internal Control
Male
Promotion Committee, ADEKA Corporation─June 2015
Director and Managing Operating Officer, responsible for
Attendance rate at
Human Resources Dept., Financial & Accounting Dept. andBoard of Directors
Procurement & Logistics Dept., and Chairman of Internal
meetings
Control Promotion Committee, ADEKA Corporation
100%
June 2018
Director and Senior Managing Operating Officer, Assistant to(17 out of 17
President, responsible for Secretarial Dept., Human Resources
meetings)
Dept., and Procurement & Logistics Dept., and Chairman ofInternal Control Promotion Committee, ADEKA Corporation
June 2020
Director and Audit & Supervisory Committee Member of theCompany
Representative Director and Senior Managing Operating Officer,
Assistant to President, responsible for Secretarial Dept., Human
Resources Dept., and Procurement & Logistics Dept., andChairman of Internal Control Promotion Committee, ADEKA
Corporation (current position)
June 2023
Director of the Company (current position)(Significant concurrent positions)Representative Director and Senior Managing Operating Officer of ADEKA
Corporation[Reason for election as a candidate for Director]
Mr. Haruhiko Tomiyasu is a Representative Director and Senior Managing Operating Officer of ADEKA Corporation, theCompany’s parent company. He has a wealth of experience and broad-based insight in corporate management. The Company
has continuously selected him as a candidate for Director, because the Company expects him to contribute to revitalizing theBoard of Directors by continuously providing the Company with opinions and advice on the Company’s overall management.
[Liability limitation agreement]
The Company has entered into an agreement with Mr. Haruhiko Tomiyasu 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 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. Haruhiko Tomiyasu and the Company.
For the past 10 years to the present, Mr. Haruhiko Tomiyasu has been serving as an executive of ADEKA Corporation, theCompany’s parent company, as described in past experience, positions, responsibilities and significant concurrent positions.
April 1979

5

Number ofshares of theCompany held

-9-

No.

Name
(Date of birth)
Masuyo Ohtani(October 1, 1960)
Reelection
OutsideIndependent
FemalePast experience, positions, responsibilities
and significant concurrent positions
Joined Aoyama Audit Corporation
Joined Kyoubasi Audit Corporation
Established Ohtani Certified Public Accountant Office (current
position)
July 2013
Joined Meisho Audit Corporation (current TOWA Audit
Corporation)
January 2017
Audit Committee Member, Yachiyo City (current position)
June 2023
Director of the Company (current position)(Significant concurrent positions)Certified public accountant
Certified public tax accountant
Audit Committee Member of Yachiyo City

Number ofshares of theCompany held

October 1988
September 1992

─Attendance rate at
Board of Directors
meetings
100%(14 out of 14
meetings)
6[Reason for election as a candidate for Outside Director and overview of expected roles]
Ms. Masuyo Ohtani has broad-based knowledge and insight in corporate management, etc. gained through her years ofexperience as certified public accountant. The Company has continuously selected her as a candidate for Outside Director,
because the Company expects her to contribute to improving the effectiveness of the Company’s Board of Directors byproviding the Company with opinions and advice on the Company’s overall management from an objective perspective. She
has no experience in being involved in corporate management except as an outside officer, but for the reasons mentioned
above, the Company believes that she is capable of adequately executing duties relevant to the position.
She will have served as Outside Director for 1 year at the conclusion of this Ordinary General Meeting of Shareholders.
[Matters concerning independence]
Ms. Masuyo Ohtani satisfies the requirements for independent officer stipulated by the Tokyo Stock Exchange, Inc., andIndependence Standards for Appointment of Independent Officers set forth by the Company. The Company has designatedher as an independent officer and notified the Exchange to that effect. Subject to the approval of her election as Outside
Director, the Company will notify the Exchange of her ongoing designation as an independent officer.
[Liability limitation agreement]
The Company has entered into an agreement with Ms. Masuyo Ohtani to limit her liability under Article 423, Paragraph 1 of
the Companies Act. Subject to the approval of her election as Director, the Company intends to continue the agreement tolimit her liability to the amount stipulated by laws and regulations.
[Special notes regarding the candidate for Director]
There are no special interests between Ms. Masuyo Ohtani and the Company.

- 10 -

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

April 1984
Noboru Matsumoto(December 20, 1960) March 2006

7

Reelection

March 2007

OutsideMarch 2008

Independent

March 2011

Male

March 2013

Attendance rate at
Board of Directors
meetings
100%(14 out of 14
meetings)

March 2018
June 2019
June 2023

Joined KOBAYASHI KOSÉ COMPANY LIMITED (current
KOSÉ Corporation)
General Manager of Supply and Demand Control Dept.,
KOBAYASHI KOSÉ COMPANY LIMITED
General Manager of Cosmetaries Planning Dept., KOBAYASHIKOSÉ COMPANY LIMITED
General Manager of Sales Planning Dept, KOSÉ SALES CO.,LTD.
Representative Director and President, TAIWAN KOSÉ CO.,LTD.
General Manager of General Administration Dept., KOSÉ
Corporation
Executive Officer, KOSÉ Corporation
Standing Audit & Supervisory Board Member, KOSÉ
Corporation
Director of the Company (current position)

Number ofshares of theCompany held─

[Reason for election as a candidate for Outside Director and overview of expected roles]
Mr. Noboru Matsumoto has a wealth of experience and broad-based insight as operating officer of a listed company as wellas manager of an overseas business entity. The Company has continuously selected him as a candidate for Outside Director,
because the Company expects him to contribute to improving the effectiveness of the Company’s Board of Directors byproviding the Company with opinions and advice on the Company’s overall management from an objective perspective.
He will have served as Outside Director for 1 year at the conclusion of this Ordinary General Meeting of Shareholders.
[Matters concerning independence]
Mr. Noboru Matsumoto satisfies the requirements for independent officer stipulated by the Tokyo Stock Exchange, Inc., 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. Noboru Matsumoto 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 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. Noboru Matsumoto and the Company.

- 11 -

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

April 1997
Shiyo Yamana
July 2004(September 20, 1971)
April 2012
November 2019
New election

8

Joined Mitsubishi Corporation
Joined Goldman Sachs Japan Co., Ltd.
Joined Nomura Holdings, Inc.
President and Representative Director, Productivity Garden
Corporation (current position)
May 2020
CFO, Hollywood Cosmetics Co., Ltd.
Outside─August 2020
Director and CFO, Hollywood Cosmetics Co., Ltd.
August 2023
Representative Director, SBM Lab General Incorporated
Independent
Association (current position)(Significant concurrent positions)FemaleRepresentative Director of SBM Lab General Incorporated Association
President and Representative Director of Productivity Garden Corporation[Reason for election as a candidate for Outside Director and overview of expected roles]
Ms. Shiyo Yamana has experience and broad-based insight in the management of business companies as well as overseas
business and governance development in the financial industry. The Company has selected her as a candidate for Outside
Director, because the Company expects her 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.
[Matters concerning independence]
Ms. Shiyo Yamana satisfies the requirements for independent officer stipulated by the Tokyo Stock Exchange, Inc., andIndependence Standards for Appointment of Independent Officers set forth by the Company. Subject to the approval of herelection as Outside Director, the Company will notify the Exchange of her designation as an independent officer.
[Liability limitation agreement]
Subject to the approval of her election as Director, the Company intends to enter into an agreement with Ms. Shiyo Yamana
to limit her liability to the amount stipulated by laws and regulations under Article 423, Paragraph 1 of the Companies Act.
[Special notes regarding the candidate for Director]
There are no special interests between Ms. Shiyo Yamana and the Company.

(Note) To secure talented personnel and support proactive and bold business decision making toward growth,
the Company entered into a directors and officers liability insurance contract, an outline of which isprovided below. If a candidate assumes the office of Director (excluding Director Serving as the Audit& Supervisory Committee Member), he or she will be included in the insured under said contract. The
Company plans to renew said contract with the same contents during his term of office.
[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 of actions takenwith 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.

- 12 -

Proposal 3:

Election of 4 Directors Serving as the Audit & Supervisory Committee Members

The terms of office of all 4 Directors serving as the Audit & Supervisory Committee Members will expire
at the conclusion of this Ordinary General Meeting of Shareholders.
Accordingly, the Company proposes the election of 4 Directors serving as the Audit & Supervisory
Committee Members.
The Audit & Supervisory Committee has given its approval to this proposal.
The candidates for Directors serving as the Audit & Supervisory Committee Members are as follows:

No.

Name

Current positions andresponsibilities

Attributes

1

Iwao Toigawa

Director
Audit & Supervisory
Committee Member

2

Chizuko Nakata

Director
Audit & Supervisory
Committee Member

Indepen
ReOutside
Femaleelection-dent

Director

Indepen
ReOutside
Femaleelection-dent

3 Yoshiko Oshima Audit & Supervisory
Committee Member

4Managing Executive Officer
Division Manager of
Hideo Yamamoto Administration responsible
for special missions

New
election

New election
Director candidate

Reelection

Reelection
Director candidate

Male

Male

FemaleFemaleIndepen
ReOutside
election-dentNewelection100%(17 out of 17
meetings)
94%(16 out of 17
meetings)
100%(17 out of 17
meetings)

Attendance rate at
Audit &
Supervisory
Committee
meetings
100%(9 out of 9
meetings)
89%(8 out of 9
meetings)
100%(9 out of 9
meetings)——

Attendance rate at
Board of Directors
meetings

Male

Male

Outside- 13 -

Outside Director
candidate

Independent

Independent officer
stipulated by stock
exchanges, etc.

No.

Name
(Date of birth)Iwao Toigawa(August 22, 1953)

Past experience, positions, responsibilities
and significant concurrent positions

Registered as attorney-at-law (Tokyo Bar Association) andjoined Watanabe Kijuro Law Office
July 2001
Established Toigawa Law Office
April 2005
Part-time lecturer, Graduate School of Law (Law School) ofReelection
Keio University
May 2006
Established Hibiya T&Y Law Office (current position)
OutsideDecember 2011 Audit & Supervisory Board Member of the Company
December 2015 Director of the Company
Independent
June 2020
Director and Audit & Supervisory Committee Member (current
position)
Male(Significant concurrent positions)
Attendance rate at Attorney-at-law
Board of Directors
meetings
100%(17 out of 17
meetings)

1

Number ofshares of theCompany held

April 1991

─

Attendance rate at
Audit & Supervisory
Committee meetings
100%(9 out of 9 meetings)[Reason for election as a candidate for Outside Director serving as the Audit & Supervisory Committee Member and overview
of expected roles]
Mr. Iwao Toigawa has expertise as an attorney-at-law, and a wealth of experience and broad insight in corporate legal affairs,
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. Although he has noexperience in being involved in corporate management except as an outside officer, the Company has selected him as a
candidate for Outside Director serving as the Audit & Supervisory Committee Member because, in addition to the reasonsmentioned 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 the Company. The Company expects him tocontinue to fulfill the above roles. He will have served as Outside Director for 8 years and 6 months and as Outside Director
serving as the Audit & Supervisory Committee Member for 4 years at the conclusion of this Ordinary General Meeting of
Shareholders.
[Matters concerning independence]
Mr. Iwao Toigawa 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 serving as the Audit & Supervisory Committee Member, 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. Iwao Toigawa to limit his liability under Article 423, Paragraph 1 of
the Companies Act. Subject to the approval of his election as Director serving as the Audit & Supervisory Committee Member,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 serving as the Audit & Supervisory Committee Member]
There are no special interests between Mr. Iwao Toigawa and the Company.

- 14 -

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

Chizuko Nakata
November 1981
(September 29, 1956) March 1984

Joined Coopers & Lybrand Accounting Office
Established Nakata Certified Public Accountant Office (current
position)
July 1996
Established Nakata Business Consulting LPC (current Nakata
Reelection
Business Consulting Co., Ltd.) as Representative Director(current position)
OutsideDecember 2015 Audit & Supervisory Board Member of the Company
June 2020
Director and Audit & Supervisory Committee Member (current
Independent
position)(Significant concurrent positions)FemaleCertified public accountant
Attendance rate at Certified public tax accountant
Board of Directors Representative Director of Nakata Business Consulting Co., Ltd.
Supervisory Director of Daiwa Securities Living Investment Corporation
meetings
94%(16 out of 17
meetings)2

─Attendance rate at
Audit & Supervisory
Committee meetings
89%(8 out of 9 meetings)[Reason for election as a candidate for Outside Director serving as the Audit & Supervisory Committee Member and overview
of expected roles]
Ms. Chizuko Nakata has broad-based knowledge and insight in corporate management gained through her years of experienceas certified public accountant, and by providing the Company with opinions and advice on the Company’s overallmanagement from an objective perspective, she has contributed to improving the effectiveness of the Company’s Board of
Directors. The Company has selected her as a candidate for Outside Director serving as the Audit & Supervisory Committee
Member because, in addition to the reasons mentioned above, the Company believes that she is capable of adequately
executing duties relevant to the position based on her solid track record of fulfilling the responsibilities as Outside Directorof the Company. The Company expects her to continue to fulfill the above roles. She will have served as Outside Director
serving as the Audit & Supervisory Committee Member for 4 years at the conclusion of this Ordinary General Meeting of
Shareholders.
[Matters concerning independence]
Ms. Chizuko Nakata 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 designatedher as an independent officer and notified the Exchange to that effect. Subject to the approval of her election as Outside
Director serving as the Audit & Supervisory Committee Member, the Company will notify the Exchange of her ongoing
designation as an independent officer.
[Liability limitation agreement]
The Company has entered into an agreement with Ms. Chizuko Nakata to limit her liability under Article 423, Paragraph 1 of
the Companies Act. Subject to the approval of her election as Director serving as the Audit & Supervisory Committee
Member, the Company intends to continue the agreement to limit her liability to the amount stipulated by laws and regulations.
[Special notes regarding the candidate for Director serving as the Audit & Supervisory Committee Member]
There are no special interests between Ms. Chizuko Nakata and the Company.

- 15 -

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

Yoshiko Oshima
April 1988
(November 10, 1956)

Registered as attorney-at-law (Dai-Ichi Tokyo Bar Association)and joined Nishimura & Sanada (current Nishimura & Asahi(Gaikokuho Kyodo Jigyo))Reelection
May 1989
Joined Legal Affairs Department, Esso Sekiyu K.K. (current
ENEOS Corporation)
OutsideJuly 1991
Joined Blakemore & Mitsuki
August 1994
Joined Atsumi & Usui (current Atsumi & Sakai)
Independent
July 1995
Joined Coudert Brothers LLP (New York)May 1997
Established Oshima Law Office (current position)
FemaleJuly 2013
Started practice as a certified public tax accountant (current
position)
Attendance rate at
September 2018 Audit & Supervisory Board Member of the Company
Board of Directors June 2020
Director and Audit & Supervisory Committee Member
meetings(current position)
100%(Significant concurrent positions)(17 out of 17
Attorney-at-law
meetings)
Certified public tax accountant

3─Attendance rate at
Audit & Supervisory
Committee meetings
100%(9 out of 9 meetings)[Reason for election as a candidate for Outside Director serving as the Audit & Supervisory Committee Member and overview
of expected roles]
Ms. Yoshiko Oshima has expertise as an attorney-at-law and a certified public tax accountant, along with the legal knowledge
and experience developed over the years through her professional career, and by providing the Company with opinions andadvice on the Company’s overall management from an objective perspective, she has contributed to improving theeffectiveness of the Company’s Board of Directors. Although she has no experience in being involved in corporate
management except as an outside officer, the Company has selected her as a candidate for Outside Director serving as the
Audit & Supervisory Committee Member because, in addition to the reasons mentioned above, the Company believes that
she is capable of adequately executing duties relevant to the position based on her solid track record of fulfilling the
responsibilities as Outside Director of the Company. The Company expects her to continue to fulfill the above roles. She will
have served as Outside Director serving as the Audit & Supervisory Committee Member for 4 years at the conclusion of thisOrdinary General Meeting of Shareholders.
[Matters concerning independence]
Ms. Yoshiko Oshima 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 designatedher as an independent officer and notified the Exchange to that effect. Subject to the approval of her election as Outside
Director serving as the Audit & Supervisory Committee Member, the Company will notify the Exchange of her ongoing
designation as an independent officer.
[Liability limitation agreement]
The Company has entered into an agreement with Ms. Yoshiko Oshima to limit her liability under Article 423, Paragraph 1of the Companies Act. Subject to the approval of her election as Director serving as the Audit & Supervisory Committee
Member, the Company intends to continue the agreement to limit her liability to the amount stipulated by laws and regulations.
[Special notes regarding the candidate for Director serving as the Audit & Supervisory Committee Member]
There are no special interests between Ms. Yoshiko Oshima and the Company.

- 16 -

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

April 1985
August 2006
December 2013

4

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 DivisionDecember 2016 Executive Officer, Deputy Division Manager of Sales Division,and General Manager of Technical Service & Promotion Dept.,
Sales DivisionDecember 2017 Executive Officer, Deputy Division Manager of Domestic Sales
Division, General Manager of Technical Service & Promotion
Dept., Domestic Sales Division, and General Manager of Sales
Dept. 1, Domestic Sales Division
August 2018
Executive Officer and Deputy Division Manager of Domestic
Hideo Yamamoto
Sales Division(August 10, 1962)
December 2018 Director and Senior Executive Officer, and Division Manager ofDomestic Sales Division
10,322
New Election
August 2020
Director and Senior Executive Officer, and Division Manager ofDomestic Sales Division, General Manager of Smart Agriculture
Male
Promotion Dept., Domestic Sales Division
April 2021
Director and Senior Executive Officer, and Division Manager ofDomestic Sales Division
June 2022
Director and Managing Executive Officer, Division Manager of
Administration Division, responsible for Osaka Plant, General
Manager of Osaka Plant, responsible for CSR Promotion Dept.,
and responsible for special missions
June 2023
Managing Executive Officer, Division Manager of
Administration Division, responsible for Osaka Plant, General
Manager of Osaka Plant, responsible for CSR Promotion Dept.,
and responsible for special missions
April 2024
Managing Executive Officer, Division Manager of
Administration Division, and responsible for special missions(current position)[Reason for election as a candidate for Director serving as the Audit & Supervisory Committee Member]
Mr. Hideo Yamamoto has broad experience and knowledge gained by serving in the domestic sales and administration
segments of the Company. He has also experience as Division Manager of Administration Division since 2022, along withexpertise in finance and accounting gained through his career. The Company has selected Mr. Yamamoto as a candidate for
Director serving as the Audit & Supervisory Committee Member, because the Company believes that he is adequate to serve
as Director serving as the Audit & Supervisory Committee Member.
[Special notes regarding the candidate for Director serving as the Audit & Supervisory Committee Member]
There are no special interests between Mr. Hideo Yamamoto and the Company.

(Note) To secure talented personnel and support proactive and bold business decision making toward growth,
the Company entered into a directors and officers liability insurance contract, an outline of which isprovided below. Candidates for the Directors serving as the Audit & Supervisory Committee Members
nominated in this Proposal are already insured under said contract, and will continue to be insured
upon reelection.
The Company plans to renew said contract with the same contents during their terms of office.
[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 of actions taken- 17 -

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.

- 18 -

(Reference)
Skills Matrix of Directors (Plan after the conclusion of this Ordinary General Meeting of Shareholders)Name

Yosuke Tomoi
Hiroyuki Iwata
Koji Shishido
Akio Kohri

Positions

Independence(Outside
Corporate
Industry
Director
management knowledge
only)

Director, Chairman
Representative Director,
President
Representative Director,
Vice President

●

●

●

●

●

●

●

●

●

●

●

●

●

Haruhiko Tomiyasu Director●

Director (Outside
Director)
Director (Outside
Noboru Matsumoto
Director)
Director (Outside
Shiyo Yamana
Director)
Director
Full-time Audit &Hideo Yamamoto
Supervisory Committee
MemberDirector (Outside
Director)
Iwao Toigawa
Audit & Supervisory
Committee Member
Director (Outside
Director)
Chizuko Nakata
Audit & Supervisory
Committee Member
Director (Outside
Director)
Yoshiko Oshima
Audit & Supervisory
Committee Member

Overseas Research &Finance & Governance& riskSustainability
business development
accounting management●

Director

Masuyo Ohtani

Expertise and experience

●

●

●
●

●
●

●

●

●

●

●

●

●
●

●

●

●
●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

- 19 -

(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 of suchcorporation (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 ofsuch 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 the Company
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 the Company to theextent that there is no substitute, or the parent company or any of major subsidiaries of suchmajor 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.

- 20 -

(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 fallunder 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 theCompany (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 theperson 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 from riskof 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.

- 21 -

(Appendix)

Business Report(April 1, 2023 - March 31, 2024)

I. Overview of the corporate group
1. Business progress and results
During the fiscal year ended March 31, 2024 (the “fiscal year under review”), the global economy saw
varied trends. In Europe, the economy remained weak due to the effects of monetary tightening arising fromhigh inflation, while the U.S. economy continued to expand as personal consumption remained robust
attributable to favorable employment conditions. Meanwhile, in Japan, although there were signs ofimprovement in corporate earnings and employment conditions, with global monetary tightening and astandstill in a rebound of the Chinese economy, the economy remained unstable.
In the environment surrounding agriculture, farm production continued growing since demand for
agricultural products expanded on the background of an increasing global population and the economic
development of emerging markets. The growth of agrochemicals markets worldwide slowed down in 2023
due to the impact of unfavorable weather conditions in many regions and significant price decline in major
regions caused by increased distribution inventories of some commodities such as non-selective herbicides
and other products used for general purposes, despite an upward trend supported thanks to increasing
demand in the U.S. and other regions in recent years.
Looking at major sales territories of the Group, in the domestic market, demand for agrochemicals
remained weak due to fewer pests and diseases attributable to unfavorable weather conditions, including
extreme heat, the impact of distribution inventories from previous years, and other factors.
In North America, demand for agrochemicals remained weak due to fewer pests than usual attributable
to the persisted cold weather in some regions such as California and the impact of distribution inventories.
In Central and South America, net sales of non-selective herbicides and other products decreased due to theimpact of distribution inventories in Brazil, and prices declined significantly. In Asia, demand for
agrochemicals remained weak due to the impact of unfavorable weather conditions, including major
drought in India. Meanwhile, in Europe, demand for agrochemicals was strong thanks to a recovery fromthe effects of the drought the year before last.
Under such circumstances, the Group engaged in the initiatives of the medium-term management plan,“Ensuring Growing Global 2 (EGG 2),” and has been aiming to increase profitability, establish
technological innovation and next-generation businesses, and sustainably enhance corporate value.
Major efforts during the fiscal year under review included the acquisition of all outstanding shares ofInteragro (UK) Limited, a British manufacturer and distributor of adjuvants, other additives, andbiostimulants, by our consolidated subsidiary Nichino Europe Co., Ltd. in April 2023, to expand ourbusiness portfolio beyond synthetic agrochemicals. Moreover, in our initiatives to strengthen and expand
the business activities in Chili, where demand is high for agrochemicals for the fruit trees and thehorticultural fields, in which the Company excels, we established a local subsidiary there in October 2023.
Furthermore, in India, our consolidated subsidiary Nichino India Pvt. Ltd. Obtained registration of a new
insecticide mixture that contains benzpyrimoxan, a new insecticide for paddy rice, and started sales in
December 2023. It also completed the construction and started the operation of a multi-purpose plantcapable of manufacturing multiple active agrochemical ingredients.
For the consolidated fiscal year under review, net sales amounted to 103,033 million yen (up 942 million
yen or 0.9% year-on-year) mainly due to the sales expansion of internally developed products in India in
the agricultural chemicals business, the Group’s core business. In terms of profits, operating profit came to7,438 million yen (down 1,300 million yen or 14.9% year-on-year) mainly due to the impact of a decline inprices of some generic products in Brazil, ordinary profit was 5,932 million yen (down 1,847 million yen
or 23.7% year-on-year), and profit attributable to owners of parent was 4,777 million yen (up 288 million
yen or 6.4% year-on-year), mainly due to lower income taxes in Brazil.
An overview of each business segment is as follows:- 22 -

(1) Agrochemical business
Regarding agrochemicals sales in Japan, although there were fewer pests and diseases attributable tounfavorable weather conditions and the impact of distribution inventories from previous years, theeffects of price revisions in the previous consolidated fiscal year contributed throughout the year, andefforts to promote and expand sales of core internally developed products, including such as
benzpyrimoxan (product name: “Orchestra”), resulted in total net sales of agrochemicals in Japanexceeding those in the previous fiscal year.
For overseas agrochemicals sales, in Brazil, the world’s largest agrochemical market, net sales weresluggish, due to factors such as the impact of a decline in prices of some of generic agrochemicals caused
by intensified competition. In addition, in North America, there were fewer pests than usual due to theimpact of persisted cold weather, resulting in sluggish net sales in the first half. However, it was
generally strong in the second half of the year due to higher demand for the high-demand period. In
Europe, net sales of insecticides, including the acaricide fenpyroximate were strong due to the impact ofa mite infestation in southern regions. In Asia, net sales grew steadily as our sales strategy to promoteinternally developed products, such as pyrifluquinazon, insecticides for horticultural use, proved
successful, despite the impact of unfavorable weather, such as the delayed rainy season in India.
Furthermore, overall sales of agrochemicals overseas exceeded those of the previous fiscal year, due inpart to the Japanese yen trending lower in the foreign exchange market.
As a result of the above, net sales of the agrochemicals business amounted to 97,552 million yen (up
999 million yen or 1.0% year-on-year) and operating profit amounted to 7,160 million yen (down 1,249
million yen or 14.9% year-on-year) due to the impact of the deterioration in profitability in Brazil.
(2) Chemicals other than agrochemicals businessIn the chemicals business, sales in the termiticide sector remained robust. In the pharmaceuticalbusiness, net sales of topical antifungal drug luliconazole were sluggish due to a termination of its sales
in China.
As a result of the above, net sales of the chemicals other than agrochemicals business amounted to3,756 million yen (down 9 million yen or 0.3% year-on-year) and operating profit amounted to 889
million yen (down 58 million yen or 6.2% year-on-year).
Business
Agrochemical business
Chemicals other thanagrochemicals business
Other businessNet sales
97,552 million yen- 23 -

Composition
94.7%

3,756 million yen

3.6%

1,723 million yen

1.7%

2. Research and development activities(1) Research activities
During the fiscal year under review, as the final fiscal year of the “Ensuring Growing Global 2(EGG2)” medium-term management plan, the Company continually worked to enrich pipeline
compounds in an effort to create new chemicals in a sustainable manner and selection and concentration
for the fastest possible step up of these compounds. Additionally, looking further into the future, theCompany also vigorously worked on the creation of new lead compounds by developing a research
environment for data driven drug discovery, including the use of AI. In development research, theCompany promoted strategic and global research activities in collaboration with overseas groupcompanies to maximize the value of newly developed drugs and maintain and expand the value ofexisting drugs.
1) Creation of new compounds
In the agrochemical field, with the goal of “launching one agent every three years,” the Company has
engaged in exploratory research by unifying the four segments of chemistry, biology, safety and adding
research support departments, along with promoting the expansion of technology and infrastructure
through DX promotion and diversifying seed research through open innovation with universities andpublic research institutions, etc.
With regard to the multiple promising development candidate compounds that had been identified by theprevious fiscal year, the Company concentrated our research resources on a few compounds with higher
priority and stepped up their development and commercialization as fast as possible. The Company
believes that these progresses are the result of the implementation of the global simultaneousdevelopment and registration system (including the go / not go decision-making system, project priority
evaluation criteria, etc.) that have been established and maintained over the past two years, and are theresults of the Group-wide efforts.
Furthermore, in parallel with the creation of new agrochemicals, the Company established anevaluation system for the development of biotic pesticides and biostimulants and worked with businessdivisions and group companies to improve evaluation technologies. Meanwhile, the Company is also
advancing each theme in the fields of animal health care products and pharmaceuticals throughcollaboration with other parties and open innovation.
2) Promotion of new chemical development and maintaining and expanding existing chemicals
Under global cooperation among group companies, the Company promoted to develop new chemicals,
and worked on performance evaluations and identification of new applications to maintain and expand
value of existing chemicals. In new chemical development, the Company expanded the development
area (countries) of a novel general insecticide (development code: NNI-2101) and proceeded to evaluate
its applicability and obtain registration data in each county. In existing chemical development, theCompany further enriched the promotional data, including analysis of the mechanism of action ofbenzpyrimoxan (product name: “Orchestra”), an insecticide for paddy rice, which has begun full-scalesale, and promoted the spread of the newly commercialized and launched mixture in Japan and India. For
other existing chemicals, the Company proceeded with the evaluation of their applicability to maximize
value and continued to consider cost reductions for ingredients in an effort to improve profitability incollaboration with production sites in Japan and India.
The Company evaluated performance of candidate products of biotic pesticides and crop protection
material for the introduction from other companies, which are the focus areas in the company-wide
policy, and provided the data that support decisions on development and handling among groupcompanies. As a result, an application of physical control chemical was reached to apply for registration
by a group company in Europe, and the “Cross Value” a biostimulant, was launched in Japan following
the “Frost Buster,” a frost damage prevention chemical. The main function of this product is to alleviate
environmental stress through the microorganism’s contribution, and the Company confirmed its
effectiveness in increasing yield in many crop species. In addition to advancing collection of its basic
data and technical information sharing with the sales segments in order to decide on a policy for
spreading the product, the Company has led the study of their applicability in each territory by overseas
group companies. These materials may have efficacy that has not yet been discovered, and the Company
will continue to study them from various perspectives to see if there are areas or uses where they canfurther contribute to crop production.
3) Promoting consideration of new businesses
The Company also focuses on exploratory research for animal health care products and pharmaceuticalproducts by utilizing the agrochemical technologies cultivated to date. The Company has alreadylaunched several promising projects, including joint research with other companies, and we are- 24 -

advancing research with the goal of making it a pillar of the life science field. In particular, the joint
research with ADEKA Corporation has resulted in the publication of a patent application, and synergies
are beginning to take shape. In addition to the pharmaceutical and animal health care product field, theCompany has been examining whether there are other business areas where the research know-how andproprietary technologies can be utilized, and has narrowed down new research themes that the Company
aims to commercialize. In collaboration with external organizations, the Company has organized theissues that are expected to arise from the establishment of these technologies to the creation of a businessmodel, and have begun specific studies.
(2) Development activities
During the fiscal year under review, as the final fiscal year of the EGG2 medium-term management
plan, the Company worked to maximize the proprietary active ingredients in the global market,
strengthen marketing functions focused on customers’ voice and perspectives and respond to market
changes. For maximizing the proprietary active ingredients, the Company promoted registration anddevelopment in cooperation with the group companies. For strengthening marketing functions, theCompany built a global marketing structure and strengthened collection and analysis of the global
market information and for responding to market changes, the Company advanced its considerations ofdevelopment for introduction and sales of biotic pesticides and crop protection materials.
1) Newly developed products
The novel general insecticide (development code: NNI-2101) was submitted again as a product under
test to the Japan Plant Protection Association for a test for practical application of new agrochemicals in
the fiscal year under review, and effective test cases necessary for application for agrochemicalregistration were accumulated. The Company believes these findings have enabled us to demonstrate thefeatures of this new chemical, such as a broader insecticidal spectrum, high efficacy against pests that
become less sensitive to existing insecticides, and excellent systemic action. The Company is currently
preparing to apply for agrochemical registration to make it a convenient insect pest control material,
since its application is being confirmed in various kinds of treatment methods targeting many kinds ofpests and crops. Development of this chemical is also being considered for the global market at large,
and it is being initiated sequentially in the countries and regions where registrability and profitability are
expectable, such as South Korea and India. Furthermore, the Company is considering the development of
one insecticide as candidate for new chemical pipeline.
For the insecticide for paddy rice benzpyrimoxan, in Japan, the Company began sales of its mixtures(Orchestra Romdan Moncut Air, Orchestra Starkle Air, Orchestra Romdan Moncut Air Dust
Formulation), and also started development a new mixture (development code: NNIF-2241 Flowable) inaddition to Orchestra Flowable. The Company will work on increasing our market shares in this field andestablishing a brand as a spraying agent for paddy rice fields by enriching these product lineups. In India,
which has a large market for paddy rice agrochemicals, the Company started selling Orchestra Duet(registered in June 2023), a mixture with Pymetrozine, which has excellent fast-acting properties, inaddition to the already launched Orchestra. The Company will also continue to develop a mixture withthe aim of maximizing this chemical’s business in India. In other countries, the Company also obtained
registration of this product in Vietnam in September 2023, and will continue to develop products thatmeet market needs by combining single and mixture in the broader Asian regions where wet-rice
cultivation is popular.
For the general horticultural fungicides pyraziflumid, in Japan, the Company worked on expanding its
application (expansion of registration contents) in a wide range of treatment methods, including
unmanned aerial dispersion and cell tray treatment, with an eye on labor-saving and user-friendly
products. The development of this chemical is also progressing in various countries, and the Company
newly acquired registration in Canada, Jordan, and Peru while applications for registration were filed in
the United States, Mexico, Colombia, Ecuador, Chile, Saudi Arabia and Vietnam. The Company willcontinue to consider possibilities for development in Brazil and other regions in order to further expand
the business.
2) Domestic products
An insecticide mixture for horticultural use (development code: NNI-2210) and a fungicide mixture
for horticultural use (development code: NNF-2220), for which development began in fiscal 2022, arescheduled to be submitted for registration by the end of 2024 (registration is expected in 2025). Throughthe development of these products, the Company aims to enrich the domestic product portfolio andincrease market share. The Company is also considering, with Corteva Agriscience Japan Limited andCorteva Japan Ltd. (hereinafter collectively referred to as “Corteva”), the introduction of Corteva’s new
products, as well as the development of mixtures containing these active ingredients. For existing- 25 -

chemicals, the Company is actively expanding applications for labor-saving controlling technologies
such as unmanned aerial dispersion via drones, etc. and cell tray treatment, and has expanded
applications of the PHOENIX Water-Soluble Powder, AXEL Flowable, COLT Water-Soluble Powder,
Parade 20 Flowable, and Parade 15 Flowable.
In addition, in response to an early registration request from Wakayama Prefecture, the Company has
also applied to expand the application of the insecticide AXEL Flowable to Cerambycidae, which is aproblem for peaches in Wakayama Prefecture, and expects to obtain registration by the end of 2024.
3) Overseas products
For flubendiamide insecticide, considerations are continuing for further business expansion, and theCompany acquired its registration, and sales have begun in Argentina and Zambia (September 2023), in
addition to Brazil that has a large market. Furthermore, preparations are underway to begin sales in thePhilippines and Ecuador, and the application for registration is pending in Columbia, Algeria, andZimbabwe. The Company intends to expand the market steadily.
Sales of the tolfenpyrad insecticide have begun newly in Oman, Palestine, and Vietnam. Preparations
are being made for beginning of sales in Algeria and Saudi Arabia, and registration is under review in
Ecuador, Honduras, El Salvador, Belize, and Tunisia.
Sales of the pyrifluquinazon insecticide began newly in Oman, Saudi Arabia, and Dominica.
Furthermore, registration was acquired in Canada, Tunisia, Israel, and El Salvador, and preparations arebeing made aiming the launch in 2024. Registration is under review in Nicaragua, Chile, New Zealand,
Vietnam, and Taiwan, and for the future, measures will be taken to expand the number of countries andregions where it is registered.
For the pyflubumide acaricide, registration was acquired in Thailand (March 2023) and is being
prepared for launch. In addition, applications for registration are pending in Vietnam and Egypt, andevaluations are also ongoing to determine development possibilities in other countries.
Isoprothiolane has been spread and sold as a method to combat paddy rice blast and development is
progressing for its applications to the banana field in Central and South America, the Philippines, andother regions. In addition, for the insecticide buprofezin, insecticide and acaricide fenpyroximate,fungicide flutolanil, herbicide pyraflufen-ethyl, and orthosulfamuron herbicide, the Company is working
to expand and maintain the business by maintaining, and studying for the expansion, of theirregistrations globally.
As a research and development-oriented company, the Company will continue to meet customer needs
and contribute to the realization of a sustainable society through the stable production of agricultural
products by offering new products that are safe and environmentally friendly to the market throughtechnological innovation, in compliance with the letter and the spirit of laws and regulations. Additionally,
the Company will accelerate global expansion under the “Growing Global for Sustainability (GGS)”
newly formulated medium-term management plan, continuously creating new active ingredients that arecomplying with regulations of each country for agrochemical registration, while taking on the challengeof expanding the business in anticipation of the future changes in the market environment.
3. Status of capital investment
The total amount of capital investment for the fiscal year under review was 2,395 million yen, primarily
comprising expenses associated with establishing the core system, and increasing capacity of a Nichino
India Pvt. Ltd. plant for manufacturing facilities.
4. Status of fund procurement
The Company borrowed 9,343 million yen from financial institutions for capital investment and longterm working capital.
5. Status of business transfers to and from the Company
There were no matters of note during the fiscal year under review.
6. Status of stock holdings in other companies or acquisition or disposal of stock acquisition rights, etc.
Consolidated subsidiary Nichino Europe Co., Ltd. acquired all outstanding shares of Interagro (UK)Ltd. during the fiscal year under review.

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7. Management policy, management strategy and issues to be addressed
1) Basic Management Policy
According to the basic principles, the Nihon Nohyaku Group has adopted the vision of “Contribution tofood and quality of life through technological innovation” and is committed to contributing to therealization of sustainable society through the creation of new value, with the mission of securing a safe
and stable food supply and improving the quality of life for people around the world.
By promoting a balance between business and social activities, we will create superior agrochemical
and non-agrochemicals that are safe and environmentally friendly through the creation of new value,
thereby contributing to the securing of safe and stable food supplies, and we will use our accumulated
technologies to create value by creating new products that improve people’s quality of life. We aim torealize a society in which people and the Earth can coexist in harmony.
The Group aims to be a corporate group that promotes sustainability management and enables thesustainable creation of new value, and strives to improve its business performance and contribute tosociety by fulfilling its social responsibilities through fair and vigorous business activities.
2) 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 worsening shortage of successors, a decreasein farmland area due to abandonment or conversion, and government policies that seek to reduce
agricultural materials costs. Additionally, creating new chemicals is becoming increasingly complex andhurdles for registration of new agrochemicals are becoming stricter, leading to an increase in new
chemical development cost and development time. Furthermore, increasingly strict requirements for
agrochemical registration in various countries, price competition with generic agrochemicals, higher raw
materials expenses and outsourced manufacturing expenses due to soaring electricity prices and a short
supply of mineral resources following the Russian invasion of Ukraine, and effects of irregular weather on
agricultural products, etc., are creating an increasingly strict business environment for the Group.
Concerning the future outlook, we assume that unstable and uncertain conditions will continue due toimpact on the global economy of the emerging geopolitical risk, such as tensions in the Middle East, theprolonged Russian invasion of Ukraine, and the slowdown of the Chinese economy, as well as the effects
of climate change. As the agrochemical business, which is the Group’s core business, is a businessassociated with the roots of agricultural products in its role supporting a safe and stable food supply, it canbe 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 agricultural environment.
Amid such a business environment and under the “Nichino Group - Growing Global” Group Vision,
during the fiscal year under review which served as the final fiscal year of the “Ensuring Growing Global
2 (EGG2)” medium-term management plan, the Group achieved its net sales target of 100.0 billion yen as
in the previous fiscal year. In addition, the Group was able to achieve a certain level of results instrengthening its business foundations, including acquiring registrations and promoting development for
key chemicals in target markets, promoting development of the next-generation business, expanding
overseas development and alliances with external businesses of smart agriculture, strengthening domestic
agrochemical sales, and promoting operational reforms and workstyle reforms. Additionally, activities
were promoted to create and manifest synergies at an early stage from the capital and business alliancewith ADEKA Corporation.
Under the “Growing Global for Sustainability (GGS)” new medium-term management plan, which
begins in the fiscal year ending March 31, 2025, we will promote business activities with the goal ofachieving to realize the sustainability of both society as a whole and the Nihon Nohyaku Group based onthese new Basic Principles, positioning the promotion of sustainability management as our growthstrategy. Specifically, we will focus on deepening our business strategies, upgrading environmental
management, and promoting human capital management. In addition to achieving an operating profit of
10.8 billion yen and net sales of 120.0 billion yen in the final fiscal year of the plan, ending March 31,
2027, we will engage in cost-conscious management with a target of ROE of 8% or higher.

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[Vision]“Global Innovator for Crop & Life”
 Contributing to the realization of carbon neutrality.
 Realizing the continued creation of eco-harmonized products, services, and technologies.
 Contributing greatly to the realization of a sustainable society.
[Med-Term Management Plan (Year ending March 31, 2025 to year ending March 31, 2027)]
1) Name: “Growing Global for Sustainability (GGS)”
2) Numerical targets
Targets for Year Ending Mar. 31, 2027
(Final Year)
Operating profit
10.8 billion yen
Net sales
120.0 billion yen
ROE
8% or more
Overseas net sales
90.0 billion yen
Ratio of overseas net sales
75%
Capital investment
Approx. 8.5 billion yen (over 3 years)
R&D investment
Approx. 19.0 billion yen (over 3 years)(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
The Company has verified the Group’s raison d’etre in society and revised the Philosophy Structure of
the Group, along with reviewing our Basic Principles, Value, and Vision. The new vision is “Global
Innovator for Crop & Life,” and under the Mid-Term Management Plan, we will promote business andsocial activities with the goal of achieving realizing the sustainability of both society as a whole and theGroup, positioning the promotion of sustainability management as our growth strategy.
Specifically, the Company will steadily implement the following measures.
<Expansion of key priority products and new businesses>
Benzpyrimoxan, pyrifluquinazon, pyraflufen-ethyl, flubendiamide, and tolfenpyrad have been set as key
priority products, and we will strive to expand sales based on an area strategy. We will also work to increase
revenues from biologicals and crop aid products, selection and concentration of products and businesses,
and maximization of resources.
<Cost reduction>
We will pursue the shift to in-house production of AIs in our efforts to reduce costs.
<Market expansion based on area strategy>
We will expand sales with a focus on the Asia-Pacific and Central and South American regions, where
expansion of market scale can be expected. Further, we will proceed with the establishment of businessfoundations in the Middle East and African markets, where growth is expected in the future. In addition,
we will pursue the registration and expansion of sales of key priority products, focusing on specialty crops(fruit trees, vegetables) that have high unit prices and are grown worldwide.
<Chemical synthesis>
We will accelerate the research and development of pipeline compounds (including medical andveterinary drugs). We will also pursue the selection and concentration of R&D resources and strengthen
and refine our global development and marketing strategies.
<Bioresource utilization>
We will expand our portfolio of biological pesticides and crop aid products and engage in the productionof useful compounds using biobased raw materials.
<Use of digital technology>
We will expand the monetization of the AI Diagnostics Business. We will also use digital technology to
streamline and improve the efficiency of operations.

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<Incorporation and creation of new business models>
We will actively engage in the development and creation of new businesses, including the incorporationof external value.
<Improvement of capital profitability>
We will engage in management that is conscious of capital costs. In terms of metrics, we will aim for an
ROE of 8% or more.
<Improvement of cash flow>
We will work to improve cash flow primarily through the reduction of inventories.
<Fixed cost optimization (productivity improvement)>
We will work to improve productivity and optimize costs through efficient business execution, includingin the areas of administrative expenses and labor costs. We will also strive for cost optimization throughthe selection and concentration of R&D resources and by making stricter R&D investment decisions.
<Climate change response>
Through ongoing actions, we will aim to reduce greenhouse gas emissions by 23% in 2030 (comparedwith 2020 levels).
<Consideration for biodiversity>
Through ongoing innovation, we will strive to expand our portfolio of “eco-harmonized products.*”<Promotion of human capital management>
Based on the theme of employees’ well-being, we will work on the promotion of human resources
development, health management, and improvement of workplace environments.
<Promotion of diversity, equity, and inclusion>
In the belief that the promotion of diversity, equity, and inclusion is essential to the growth of the Group,
we will establish and work on individual metrics for recruitment, training and development, humanresource utilization, health management, and workplace environment.
<Strengthening of compliance and risk management>
To increase the resilience of the Group, we will refine our business continuity plans (BCP). We will also
conduct thorough education and management related to important laws and regulations and strengthen our
quality assurance systems and information security.
<Strengthening of audits of Group companies>
We will strengthen Group governance by strengthening internal audits of Group companies and othermeans.
* Products of the Company that have a relatively high degree of human, animal, and environmental safety.
4) Dividend policy
Based on progressive dividends, we will aim for a dividend payout ratio of 40% over the medium tolong term.
The Group has positioned the promotion of sustainability management as its growth strategy and will
add further depth to its business strategy through the ongoing creation of innovation. At the same time,
we will contribute to the realization of a sustainable society by engaging in more sophisticatedenvironmental management for the realization of carbon neutrality and enhancing corporate value
through the promotion of human capital management.
The Company thanks shareholders for their continued support.

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

5,665 million yen

102,090 million
yen7,779 million yen

Fiscal year ended
March 31, 2024
125th fiscal year
(Fiscal year underreview)
103,033 million
yen5,932 million yen

4,405 million yen

4,488 million yen

4,777 million yen

Fiscal year ended
March 31, 2021
122nd fiscal year

Fiscal year ended
March 31, 2022
123rd fiscal year

71,525 million yen

80,110 million yen

5,722 million yen
4,344 million yen

Fiscal year ended
March 31, 2023
124th fiscal year

55.23 yen
56.08 yen
57.23 yen
60.89 yen
107,969 million
118,247 million
136,652 million
157,983 million
yen
yen
yen
yen
Net assets
62,071 million yen
66,956 million yen
73,125 million yen
80,396 million yen
Net assets per share
774.76 yen
836.39 yen
904.26 yen
994.96 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 the number of outstanding shares at the end of theperiod, excluding treasury shares.
3. To translate revenue and expenses of consolidated subsidiaries overseas, etc. into Japaneseyen, the Company changed methods effective from the 124th fiscal year from the one using
the spot market exchange rate prevailing on the respective balance sheet dates of thesecompanies to the one using the average exchange rate for the respective periods. Accordingly,
retrospective applications have been made to each financial figure for the 123rd fiscal year.

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: 51.1%) 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, stock- 30 -

acquisition rights, option rights, share transfer rights, or any other shares of the Company.), and if suchan 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
said issuance, etc., is to be conducted at a price identical to the paid-in amount or exercise price of theshares, 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.

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(2) Material subsidiaries
Company name

The
Company’sinvestment
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,
and transport of agrochemicals,
Nichino Service Co.,
3,400 million yen
100.0% real estate leasing andLtd.
management, and warehousing,etc.
Production, development, and sales
700 thousand U.S.
Nichino America, Inc.
100.0% of agrochemicals in the United
dollars
States, etc.
Analysis of agrochemical residue,
Nihon Ecotech Co.,
safety testing of chemical
20 million yen
100.0%
Ltd.
substances, consulting regarding
environmental safety, etc.
Taiwan Nihon
Development, promotion, and sales
40 million NT dollars
57.0%
Nohyaku 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.
4 million rupees(100.0%) of agrochemicals in India, etc.
Sipcam Nichino Brasil
Production, promotion, and sales
223 million reals
50.0%
S.A.
of agrochemicals in Brazil, etc.
Nichino Europe Co.,
Production, development, and sales
30 thousand pounds
100.0%
Ltd.
of agrochemicals in Europe, etc.
(Note) The Company’s investment percentage in parentheses is the ratio including indirect holdings.
10. Employees
Number of employees
Compared to previous fiscal year-end
1,570 persons
Increase of 3 persons(Note) The above number of employees does not include 276 persons under temporary employment.

- 32 -

II. Matters concerning status of the company (As of March 31, 2024)
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
12,147 persons(Decrease of 941 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.
5,382
6.83
(Trust account)
MSIP CLIENT SECURITIES
3,802
4.83
Custody Bank of Japan, Ltd. (Trust account)
3,189
4.05
Mizuho Bank, Ltd.
1,997
2.54
The Norinchukin Bank
1,401
1.78
Asahi Mutual Life Insurance Company
853
1.08
Resona Bank, Limited.
719
0.91
DFA INTL SMALL CAP VALUE PORTFOLIO
504
0.64
Chiyoko Makiishi
467
0.59(Notes) 1. Although the Company holds 3,194 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
35,308 shares
3 persons& Supervisory Committee Members and Outside
Directors)
Outside Directors (excluding Directors serving as––
the Audit & Supervisory Committee Members)
Directors serving as the Audit & Supervisory––
Committee Members(6) Other important matters regarding shares
Not applicable.
2. Matters concerning stock acquisition rights of the company
Not applicable.

- 33 -

3. Matters concerning officers of the company(1) Matters concerning Directors
Name
Positions and responsibilities
Yosuke Tomoi
Director, Chairman
Hiroyuki Iwata
Representative Director, President
Koji Shishido
Representative Director, Vice President

Advisor of ADEKA Corporation
Outside Audit & Supervisory
Board Member of Zeon
Corporation
Representative Director and Senior
Managing Operating Officer of
ADEKA Corporation
Professor Emeritus of Rikkyo
University
Professor of Ohara Graduate
School of Accounting
Certified public accountant
Certified public tax accountant
Audit Committee Member of
Yachiyo City

Akio Kohri

Director

Haruhiko Tomiyasu

Director

Yasunori Matsui

Director

Masuyo Ohtani

Director

Noboru Matsumoto

Director
Director
Full-time Audit & Supervisory Committee
MemberDirector
Audit & Supervisory Committee Member

Yoshiaki Higashino
Iwao Toigawa(As of March 31, 2024)
Significant concurrent positions

Attorney-at-law

Certified public accountant
Certified public tax accountant
Representative Director of Nakata
Director
Chizuko Nakata
Business Consulting Co., Ltd.
Audit & Supervisory Committee Member
Supervisory Director of Daiwa
Securities Living Investment
Corporation
Attorney-at-law
Director
Yoshiko Oshima
Certified public tax accountant
Audit & Supervisory Committee Member(Notes) 1. Directors Mr. Yasunori Matsui, Ms. Masuyo Ohtani, Mr. Noboru Matsumoto, Mr. Iwao
Toigawa, Ms. Chizuko Nakata, and Ms. Yoshiko Oshima are Outside Directors.
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, Ms. Masuyo Ohtani, Mr.
Noboru Matsumoto, 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 of said 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, Ms. Chizuko Nakata, is a certified public
accountant and certified public tax accountant, and has significant expertise in finance andaccounting.
6. Audit & Supervisory Committee Member, Ms. Yoshiko Oshima, is an attorney-at-law andcertified public tax accountant, and has significant expertise in finance and accounting.
7. 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.
8. There are no other special relationships between companies at which Directors holdconcurrent positions and the Company.

- 34 -

(2) Remuneration, etc., for Directors for the fiscal year under review
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 is 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 and Nonexecutive Directors. Additionally, regarding Executive Directors, targets will be set for areas of
responsibility after consultation with the Representative Director and President at the beginning of
the fiscal year, and the level of achievement of said duties and business results will be reflected inremuneration for the following fiscal year. The Company shall strive to revise remuneration levels
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, and Nonexecutive Directors) utilizing a share grant trust with the objective of furthering a sense of sharedvalue with shareholders while increasing motivation for medium to long term improvement inbusiness results and expanding corporate value. Under this system, a trust established and fundedby the Company (hereinafter the “Share Grant Trust”) acquires shares of the Company, and inaccordance with the Share Grant Regulations established by the Company’s Board of Directors, anumber 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, inprinciple.
Additionally, the applicable period for performance-linked stock-based remuneration shall be, in
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- 35 -

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
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 ten (including two
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 ended on March 31, 2020 to the fiscal year
ended 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 theCompany’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- 36 -

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.
3) Matters concerning entrustment of authority for determining content of remuneration, etc., forindividual Directors
Based on the policy in “3. (2) 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 Hiroyuki Iwata determines the specific content of remuneration for individual Directors. The
content of the authority is the amount of basic remuneration for each Director, the total amount ofbonuses to be granted, and the distribution of the amount of bonuses.
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 medium-term management plan
“Ensuring Growing Global 2 (EGG 2)” are consolidated operating profit of 6.4 billion yen andconsolidated net sales of 89.0 billion yen for the fiscal year ended March 31, 2024, the achievement
status of which is shown in “Consolidated Statement of Income”.

- 37 -

5) Total amounts, etc., of remuneration, etc., for Directors
Officer category
Directors (excluding Audit& Supervisory Committee
Members)(Of which, Outside
Directors)
Directors serving as the
Audit & Supervisory
Committee Members(Of which, Outside
Directors)

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

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

Number ofapplicableofficers(Persons)

206
(15)

176
(13)

13
(2)

16
(―)

13
(4)

45
(17)

40
(15)

4
(2)

―

5
(3)

(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 the status of allotment is as stated in “1. Matters concerning
shares.”3. The amount of noncash remuneration, etc., above is only the provision for share awards
concerning the fiscal year under review. However, a reversal of 2 million yen was
separately made to recalculate the provision allocated in the prior fiscal years out of thethree fiscal years, the applicable period for performance-linked stock-based remuneration,
taking into account the business results indices for the current fiscal year.

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

- 38 -

Consolidated Balance Sheet(As of March 31, 2024)(Millions of yen)
Description

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

Description

Amount(Liabilities)
118,632

Current liabilities

20,555

Notes and accounts payable - trade
Electronically recorded obligations -47,867

operating52,196
20,333
1,049

2,598

Short-term borrowings

16,29428,086

Current portion of bonds payable

1,755

Accrued expenses

6,519

878

Raw materials and supplies

12,986

Income taxes payable

742

Other

6,417

Provision for bonuses

853

Allowance for doubtful accounts(759)

Non-current assets
Property, plant and equipment

Provision for bonuses for directors (andother officers)
Electronically recorded obligations - non-

39,351

operating
Liabilities related to charged supplying

15,994transactions

173
1,192

Buildings and structures

4,282

Machinery, equipment and vehicles

3,819

Non-current liabilities

25,390

Land

5,956

Bonds payable

4,381

860

Long-term borrowings

17,252

1,075

Deferred tax liabilities

1,133

Construction in progress
Other
Intangible assets

Provision for retirement benefits for

4,608

Goodwill

2,645

Software

1,170

Other

792

Investments and other assets

Other

41

directors (and other officers)
Provision for share awards

18,748

3,241

71
134

Retirement benefit liability

1,003

Other

1,414

Total liabilities

77,587

Investment securities

11,598(Net assets)

Deferred tax assets

1,701

Shareholders’ equity

73,685Retirement benefit asset

3,438

Share capital

14,939

Other

2,104

Capital surplus

15,071(95)

Retained earnings

45,561

Treasury shares(1,887)

Allowance for doubtful accounts

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

Total assets

4,382
1,297

Foreign currency translation adjustment

1,488

Remeasurements of defined benefit plans

1,596

Non-controlling interests

2,327

Total net assets

80,396

Total liabilities and net assets

157,983

157,983(Note) Figures presented in the financial statements are rounded down to the nearest million yen.

- 39 -

Consolidated Statement of Income(April 1, 2023 - March 31, 2024)(Millions of yen)
Description

AmountNet sales

103,033

Cost of sales

73,132Gross profit

29,900

Selling, general and administrative expenses

22,462

Operating profit

7,438

Non-operating income

2,826Interest and dividend income

1,854

Share of profit of entities accounted for using equity method

404

Rental income from real estate99

Foreign exchange gains

273

Other

194

Non-operating expenses

4,331Interest expenses

2,862

Loss on valuation of derivatives

1,319

Other

149

Ordinary profit

5,932

Extraordinary income

19

Gain on sale of non-current assets

15

Gain on sale of investment securities

4

Extraordinary losses

94

Loss on disposal of non-current assets

11

Loss on valuation of investment securities

66

Environmental expenses

15

Profit before income taxes

5,858

Income taxes - current

620

Income taxes - deferred

624

Profit4,612

Profit attributable to non-controlling interests

164

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

- 40 -

4,777

I. Overview of the corporate group
1. 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
health care products, others
Greenification and gardening construction, etc.
Real estate leasing, agrochemical logistics
operations, warehousing, agrochemical residue
analysis

Chemicals other than agrochemicals business
Other business2. Principal offices, research centers, and plants(1) Domestic
Name
Location
Head officeChuo-ku, Tokyo
Sapporo Branch
Sapporo-shi, Hokkaido

Name
Osaka Branch
Fukuoka Branch

Sendai Branch

Sendai-shi, Miyagi

Research CenterTokyo BranchChuo-ku, Tokyo

Osaka Office

Location
Osaka-shi, Osaka
Fukuoka-shi, Fukuoka
Kawachinagano-shi,
Osaka
Osaka-shi, Osaka(2) Domestic subsidiary offices (Plants)
Name
Fukushima Plant, Nichino Service Co., Ltd.
Kashima Plant, same as above
Saga Plant, same as above

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.
Sipcam Europe S.p.A.
Nichino Vietnam Co., Ltd.
Nihon Nohyaku Andica S.A.S.
Nichino Korea Co., Ltd.
Nichino Chile SpAInteragro (UK) Ltd.
Interagro Netherlands BV
IA Agriculture Hungary Kft
Nichino South Africa (Pty) Ltd

Location
U.S.A. / Wilmington
UK / Cambridge
China / Shanghai
Taiwan / Taipei
Malaysia / Penang
Brazil / Sao Paulo
Brazil / Uberaba
India / Hyderabad
Italy / Milan
Vietnam / Ho Chi Minh
Colombia / Bogota
South Korea / Seoul
Chile / Santiago
UK / Cambridge
Netherlands / Utrecht
Hungary / Budapest
South Africa / Johannesburg

3. Major lenders
Outstanding loan balance (Millions of yen)
12,219
4,415
4,102
2,721
2,258

Name of lender
Mizuho Bank, Ltd.
The Norinchukin BankMUFG Bank, Ltd.
Resona Bank, Limited
Sumitomo Mitsui Trust Bank, Limited- 41 -

II. Matters concerning status of the company (As of March 31, 2024)
1. Matters concerning officers of the company(1) 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. Haruhiko Tomiyasu, Mr. Yasunori Matsui,
Ms. Masuyo Ohtani, Mr. Noboru Matsumoto, Mr. Iwao Toigawa, Ms. Chizuko Nakata, and Ms. Yoshiko
Oshima. The limit of liability for damages under said agreement is the limit stipulated by laws andregulations.
(2) Outline of content of directors and officers liability insurance contract
To secure talented personnel and support proactive and bold business decision making toward growth,in December 2023, the Company concluded a directors and officers liability insurance contract as
stipulated in Article 430-3, Paragraph 1 of the Companies Act, an outline of 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, including riders, are paid by the Company, and the insured do not bear the actual
premiums.
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.
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.
(3) 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 auniversity professor (in accounting and business administration), andhis expected role is to contribute to improving the effectiveness of theCompany’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 and Governance Committee meetings and expressed
opinions in the form of appropriate advice and recommendations, etc.
on overall management of the Company.
He attended all 17 Board of Directors meetings held during the fiscal
year under review.

- 42 -

Name(Position)
Masuyo Ohtani(Outside Director)

Noboru Matsumoto(Outside Director)

Iwao Toigawa(Outside Director (Audit &Supervisory Committee
Member))Chizuko Nakata(Outside Director (Audit &Supervisory Committee
Member))Status of key activities
Ms. Masuyo Ohtani has deep insight in business administration as
certified public accountant and certified public tax accountant and her
expected role is to contribute to improving the effectiveness of theCompany’s Board of Directors by providing the Company with
opinions and advice on the Company’s overall management from an
objective perspective. She has attended meetings such as the Board of
Directors and Governance Committee meetings and expressed
opinions in the form of appropriate advice and recommendations, etc.
on overall management of the Company.
She attended all 14 Board of Directors meetings held after she
assumed the office in the fiscal year under review.
Mr. Noboru Matsumoto has a wealth of experience and broad-based
insight as operating officer of a listed company as wellas manager of an overseas business entity and his expected role is tocontribute 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 and GovernanceCommittee meetings and expressed opinions in the form of
appropriate advice and recommendations, etc. on overallmanagement of the Company.
He attended all 14 Board of Directors meetings held after he assumed
the office in the fiscal year under review.
Mr. Iwao Toigawa has expertise as an attorney-at-law and wealth ofexperience and broad knowledge of corporate legal affairs and his
expected role is to strengthen the Company’s audit functions, etc. andcontribute to improving the effectiveness of the Company’s Board of
Directors based on these insights. He has attended meetings such as
the Board of Directors, Governance Committee and Compliance
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.
He attended all 17 Board of Directors meetings held during the fiscal
year under review.
He attended all 9 Audit & Supervisory Committee meetings held
during the fiscal year under review, and made comments as necessary
to ensure highly effective audits.
Ms. Chizuko Nakata has deep insight in business administration as acertified public accountant and certified public tax accountant and her
expected roles is to strengthen the Company’s audit functions, etc.
and 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 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.
She attended 16 out of 17 Board of Directors meetings held during
the fiscal year under review.
She attended 8 out of 9 Audit & Supervisory Committee meetings
held during the fiscal year under review, and made comments asnecessary to ensure highly effective audits.

- 43 -

Name(Position)
Yoshiko Oshima(Outside Director (Audit &Supervisory Committee
Member))Status of key activities
Ms. Yoshiko Oshima has expertise as an attorney-at-law and certified
public tax accountant and wealth of experience and broad knowledgeof corporate legal affairs and her expected roles is to strengthen the
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
and Governance Committee meetings and expressed opinions in theform of appropriate advice and recommendations, etc., while
performing audit duties and providing advice to ensure theappropriateness of the execution of Directors’ duties.
She attended all 17 Board of Directors meetings held during the fiscal
year under review.
She attended all 9 Audit & Supervisory Committee meetings held
during the fiscal year under review, and made comments as necessary
to ensure highly effective audits.

- 44 -

2. 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
Amount paid
Category
Amount of remuneration, etc., as Accounting
39,000 thousand yen
Auditor for the fiscal year under review
Total amount of money and other property
benefits payable by the Company and the41,400 thousand yen
Company’s 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.

- 45 -

III. Structures and policies of the company
1. Structures to secure the appropriateness of operations
Based on the stipulations of items b and c of Article 399-13, Paragraph 1, Item 1 of the Companies Act
and the stipulations of Article 110-4 of the Regulation for Enforcement of the Companies Act, the Company
has defined basic policies to establish “Structures to secure the appropriateness of operations” and has
established, maintained, and operated internal control systems. An overview of these basic policies is asfollows.
(1) Structures concerning storage and management of information regarding execution of duties by Directors
Information, such as documents, etc. (including electronic records), regarding execution of duties byDirectors is stored and managed for required periods based on the Information Management Regulations.
(2) Regulations regarding management of risk of loss and other structures
1) The “Risk Management Committee” ascertains the Company’s risk, prevents risks frommaterializing, and conducts risk countermeasures to minimize the effects of risks that havematerialized, etc.
2) In the management of individual risks, the Company promotes the creation of manuals that
correspond to categories and various types of risk. The Board of Directors comprehensively
manages and responds to risks that are considered companywide issues.
3) Risks concerning environmental, safety and sanitation, and product safety, etc., are ascertained by
the “Risk Management Committee” and individually and specifically responded to in cooperation
between the “RC Promotion Committee” and related segments.
4) The Sustainability Committee, which oversees the Compliance Committee, Risk Management
Committee, and RC Promotion Committee, provides indirect support for their activities andengages in sustainability-related issues outside of the three committees.
5) Regarding accounting, the Accounting Department will be responsible for companywide
accounting and number management, and each segment will confirm the contents of companywide
accounting and of other segments.
6) If unexpected events occur, an emergency response headquarters will be established with the
Representative Director and President as the general manager for crisis management.
7) The Internal Control & Audit Department will implement periodic audits of the Company’s risk
management structures.
(3) Structures to secure effective execution of duties by Directors
1) A regular Board of Directors meeting will be held once per month, and by also holding meetings asnecessary, important matters will be decided while also conducting supervision of the status ofbusiness execution by Directors.
2) Meetings of the Board of Executive Officers will be held as important institutions second to theBoard of Directors, attended by Full-time Directors (including Directors serving as the Full-time
Audit & Supervisory Committee Members) and Executive Officers. The meeting of the Board of
Executive Officers will flexibly deliberate and determine business strategies and corporate policies,etc., of the Company and the Group, as well as deliberate and determine matters required topromote business activities such as internal controls, compliance, risk management, responsiblecare, and respecting human rights, etc., to raise management efficiency, and fulfill the social
responsibilities of the Company and the Group.
3) As an advisory body to the Board of Directors, a Governance Committee will be established,composed of a majority of Independent Outside Directors, which will receive consultations fromthe Board of Directors to consider and report on the appropriateness, etc., of the selection process,disposition, and nomination reasons for the Company’s Directors (excluding Directors serving as
the Audit & Supervisory Committee Members) and Directors serving as the Audit & Supervisory
Committee Members, standards for determining independence of Independent Outside Directors,
effectiveness evaluations of the overall Board of Directors, and officer remuneration structures,etc., in an effort to further enrich corporate governance.
4) Via the Executive Officer System, the duties of Directors who will determine management policies
and oversee management will be separated from the duties of Executive Officers who are tasked
with business execution, and by clarifying the contents of the duties of each, the Company will
work to accelerate management decision-making and promote efficiency in business execution.
5) A three-year medium-term management plan will be formulated as a shared companywide index for- 46 -

business operations, and business results plans and budgets for each fiscal year will be defined as
embodiments of said plan. Responsible persons, areas of responsibilities, and execution procedures,etc., of business executors will be defined in the Operational Division Regulations, Duties andAuthority Regulations, and Duties and Authority Standards Statement, etc.
(4) Structures to ensure that the execution of duties by Directors and employees conform to laws andregulations and the Articles of Incorporation
1) The “Nihon Nohyaku Group Action Charter” and “Nihon Nohyaku and Nihon Nohyaku Group
Compliance Regulations” will be defined as the core of the Company’s compliance structure, andcontinuous emphasis will be placed on the concept that strict compliance with laws and regulations
is fundamental to business activities.
2) The “Compliance Committee” will work to emphasize awareness and provide guidance via
compliance promotion activities, etc.
3) Regarding internal controls for financial reporting, each segment and branch that has an effect on
the financial statements will conduct maintenance and operation on internal controls regarding
financial reporting, and the Internal Control & Audit Department will conduct evaluations to work
toward achieving the trustworthiness and appropriateness of financial reporting.
4) Compliance activities regarding the manufacture, transport, and disposal, etc., of chemical
substances will be emphasized and promoted by the “RC Promotion Committee.”5) The Company maintains an internal reporting structure in which information is received bymanagers, the Compliance Committee Chairperson, and outside attorneys, and will appropriately
operate this structure to secure compliance.
6) The Company and the Group will clearly state in the “Nihon Nohyaku Group Action Charter” that
it will eliminate relationships with anti-social forces and organizations, and never respond tounreasonable requests from such anti-social forces. In line with this view, the Company will work
to create a unified purpose regarding the elimination of anti-social forces, respond in an
organizational manner with the General Affairs & Legal Department serving as the liaison, and by
also deepening cooperation with police-related institutions, etc., have no relationships whatsoever
with anti-social forces and organizations.
7) The Internal Control & Audit Department will implement periodic audits regarding the status of theCompany’s measures in compliance promotion.
(5) Structures to secure the appropriateness of operations at the Company and the Group
1) With “Nihon Nohyaku Group Action Charter” as its guiding principles, the Company and theGroup will maintain various regulations and systems to create internal control systems.
2) The following structures will be defined for reports made to the Company regarding matters
dealing with the execution of duties by Directors, etc., of each company within the Group.
a. The Company will receive periodic reports from each company within the Group regarding
important management indices, with advance deliberations made for significant projects.
b. Through monitoring and audits, etc., of responsible segments, the Company will appropriately
manage each company within the Group.
3) To manage risk of loss at each company within the Group, the following structures will be defined
based on the “Nihon Nohyaku and Nihon Nohyaku Group Risk Management Regulations.”
The “Group Risk Management Council” will deliberate on risk management issues at eachcompany within the Group, and conduct management via risk management activities for the Group.
4) The following structures will be defined to secure the effectiveness of the execution of duties byDirectors, etc., of each company within the Group.
The Company will provide indirect operations as required according to the scale, business
content, and business type of each company within the Group, aiming for efficient operations
within the Group.
5) The following structures will be defined to secure conformity with laws and regulations and the
Articles of Incorporation by Directors, etc., and employees of each company within the Group.
The “Group Compliance Council,” which will be held based on the “Nihon Nohyaku and Nihon
Nohyaku Group Compliance Regulations,” will aim to secure the appropriateness of operations
within the Group through deliberations on compliance issues at each company within the Group.
6) By evaluating the status of operations of internal control systems regarding financial reporting at
each company within the Group, the Internal Control & Audit Department of the Company will aim
to respond to internal controls of the Group, seeking to secure the trustworthiness and- 47 -

appropriateness of financial reporting.
7) The Internal Control & Audit Department of the Company will implement periodic audits regarding
the risk management structures and measures in compliance promotion at each company within theGroup.
(6) Matters regarding Directors and employees to assist the duties of Audit & Supervisory Committee,
matters regarding the independence of Directors and employees to assist the duties of Audit &Supervisory Committee from Directors (excluding Directors serving as the Audit & Supervisory
Committee Members), and matters regarding securing the effectiveness of instructions given to Directors
and employees to assist the duties of Audit & Supervisory Committee
1) As a structure to assist the duties of the Audit & Supervisory Committee, the Company has Audit &Supervisory Committee secretariat functions within the Internal Control & Audit Department. To
secure independence from Directors (excluding Directors serving as the Audit & Supervisory
Committee Members), efforts will be made to ensure that evaluations and transfers, etc., regarding
human resources for said employees are prevented from the effect of biased evaluations, etc., via
advance consultation between the officer responsible for human resources and a Director serving as
the Full-time Audit & Supervisory Committee Member.
2) The Company will be considerate to ensure that independence is not infringed upon via the unfair
hindrance of business execution of employees associated with the Internal Control & Audit
Department who have received instructions from the Audit & Supervisory Committee.
(7) Structures to allow reporting to the Audit & Supervisory Committee by Directors (excluding Directors
serving as the Audit & Supervisory Committee Members) and employees, other structures for reportingto the Audit & Supervisory Committee, and structures to ensure that audits by the Audit & Supervisory
Committee are being conducted effectively
1) In addition to matters in laws and regulations, Directors (excluding Directors serving as the Audit& Supervisory Committee Members), Audit & Supervisory Board Members, and employees shallpromptly report matters that will have a significant effect on the Company and the Group to the
Audit & Supervisory Committee. Additionally, the Audit & Supervisory Committee shall review
important documents including ringi decision-making sheets and others associated with businessexecution, and shall seek explanations from Directors (excluding Directors serving as the Audit &Supervisory Committee Members), Audit & Supervisory Board Members, and employees as
required.
2) By defining matters regarding internal whistleblowing by employees in the “Nihon Nohyaku andNihon Nohyaku Group Compliance Regulations,” and ensuring appropriate operation andmaintenance, the Company will secure an appropriate structure for reporting by employees to Audit& Supervisory Committee concerning violations of laws and regulations and other complianceissues.
3) The Internal Control & Audit Department will periodically report the results of internal audits to the
Audit & Supervisory Committee.
4) The Company will ensure that persons reporting to the Audit & Supervisory Committee are nottreated disadvantageously as a result of said report.
5) Full-time Audit & Supervisory Committee Members shall hold meetings to exchange opinions with
Directors and the Representative Director and President as required.
(8) Matters concerning policies regarding processing of expenses, etc., during the execution of duties of
Audit & Supervisory Committee Members (limited to execution of duties related to the Audit &Supervisory Committee)
The Company will bear expenses incurred during the execution of duties of Audit & Supervisory
Committee Members, within the scope of the Company’s business expense budget according topredetermined procedures.
(Notes) 1. With the abolishment of the Management Committee on June 21, 2023, and the establishmentof the Board of Executive Officers on June 21, 2023, the Company has revised certain portions
via a resolution of a Board of Directors meeting held on June 21, 2023.
2. With the integration of the authority to make decisions on matters to be deliberated by the
CSR Committee into the Board of Executive Officers and the establishment of the Sustainability
Committee on April 1, 2024, the Company has revised certain portions via a resolution of a
Board of Directors meeting held on April 23, 2024.

- 48 -

2. Operational status of structures to secure the appropriateness of operations
An overview of the operational status of structures to secure the appropriateness of operations as
described in “Structures to secure the appropriateness of operations” above is as follows.
(1) Execution of business by Directors
The Board of Directors meeting was held 17 times. In addition to determining important mattersregarding management such as matters defined by laws and regulations and the Articles of Incorporation,
management policies, and formulation of budgets, etc., a monthly analysis and evaluation of businessresults was conducted, with deliberations from the viewpoint of conformity with laws and regulations
and the Articles of Incorporation, and the appropriateness of business.
(2) Corporate management of group companies
At the Company, departments responsible for corporate management of each company within theGroup received periodic reports on the status of management, etc., at each company within the Group,
and important projects were confirmed and deliberated in advance with each company within the Group.
(3) Execution of business by Audit & Supervisory Committee
The Audit & Supervisory Committee held ordinary and extraordinary Audit & Supervisory Committee
meetings to exchange audit information. In addition, full-time members of the Audit & Supervisory
Committee attended important meetings such as meetings of the Board of Directors, the Board of
Executive Officers, and the CSR Committee, and meetings of General Managers and internal
committees, etc., and not only by implementing visits and investigations for each company within theGroup as required, but also by periodically sharing audit results with the internal audit segment, etc.,
conducted audits using the internal controls system. The Audit & Supervisory Committee periodicallyalso held meetings with the Representative Director and the Accounting Auditor to exchange opinions
necessary for audits.
(4) Securing appropriateness and trustworthiness of financial reporting
To secure the appropriateness and trustworthiness of financial reporting, segments responsible forinternal control evaluations determined annual plans for the maintenance, operation, and evaluation ofinternal controls while implementing evaluations regarding the effectiveness of internal controls within
the Group, and reported its results to the CSR Committee and the Board of Directors.
(5) Compliance with laws and regulations and risk management
Regarding the status of compliance with laws and regulations and various internal regulations, theCompliance Committee received reports regarding the Company’s compliance projects while working
for thorough awareness and instruction on compliance with laws and regulations.
Additionally, regarding the Company’s risks, the Risk Management Committee extracted significant
risks and formulated and executed preventative measures and countermeasures against occurrence, while
conducting monitoring and instruction for individual risk.
Furthermore, each committee reported to the CSR Committee and Board of Directors regarding thecontent, etc., of implementations.
3. Basic policy on the desired state of parties to control decisions on the company’s financial andbusiness policy
Although the Company has not specifically defined a basic policy on the desired state of parties to control
decisions on the company’s financial and business policy, the Company is engaged in the “Growing Global
for Sustainability (GGS)” medium-term management plan to realize the vision of what we want to be in the
future, and is working to secure and improve the Company’s corporate value and shared interests withshareholders. Additionally, regarding parties that would attempt a large-scale purchase of the Company’s
share certificates, etc., the Company will seek the provision of required and adequate information to ensurethat shareholders may make appropriate decisions on the validity of the large-scale purchase while also
disclosing the opinions, etc., of the Board of Directors of the Company and work to secure time forshareholders to consider the purchase, etc., implementing appropriate measures based on the Financial
Instruments and Exchange Act, Companies Act, and other relevant laws and regulations.
IV. Other significant matters regarding the current status of the corporate group
Not applicable.

- 49 -

Consolidated Statement of Changes in Equity(April 1, 2023 - March 31, 2024)(Millions of yen)
Shareholders’ equity
Share capital
Balance at beginning of period

Capital surplus

14,939Retained earnings

15,071

42,123

Treasury shares

Total
shareholders’equity(1,907)70,227

Changes during period
Dividends of surplus(1,339)(1,339)Profit attributable to owners ofparent

4,777

4,777

Purchase of treasury shares

(0)

(0)

Disposal of treasury shares

20

20

Net changes in items other thanshareholders’ equity
Total changes during period
Balance at end of period

–

–

3,437

20

3,458

14,93915,07145,561(1,887)73,685

Accumulated other comprehensive income
Total
Foreign
Valuation
Remeasurements accumulated Non-controllingcurrency
difference oninterests
otherof defined benefit
available-for-sale translationplanscomprehensive
adjustment
securities
incomeBalance at beginning of period

956(1,985)

1,716

688

2,209

Total
net assets

73,125

Changes during period
Dividends of surplus(1,339)Profit attributable to owners ofparent

4,777

Purchase of treasury shares(0)

Disposal of treasury shares

20

Net changes in items other thanshareholders’ equity
Total changes during period
Balance at end of period

340

3,474

(120)

3,694

117

3,812

340

3,474

(120)

3,694

117

7,270

1,297

1,488

1,596

4,382

2,327

80,396(Note) Figures presented in the financial statements are rounded down to the nearest million yen.

- 50 -

Non-consolidated Balance Sheet(As of March 31, 2024)(Millions of yen)
Description

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

Amount(Liabilities)
63,165
9,233
695
20,810Current liabilities
Notes payable - trade
Accounts payable - trade
Electronically recorded obligations –operating

19,478
1
7,118
1,049

2,502

Short-term borrowings

4,317

17,784Current portion of long-term borrowings

2,080

816

Accounts payable - other618

Raw materials and supplies
Prepaid expenses
Accounts receivable - other

6,558
1,132
1,765

Accrued expenses
Income taxes payable
Accrued business office tax

1,370
466
8

Consumption taxes receivable

1,075

Contract liabilities

126

Short-term loans receivable

417

485

Other

374

Allowance for doubtful accounts(2)

Provision for bonuses
Provision for bonuses for directors (andother officers)
Notes payable - facilities
Electronically recorded obligations - nonoperating
Liabilities related to charged supplying
transactions
Other

Non-current assets
Property, plant and equipment

41,136
10,886

Buildings

2,624

Structures
Machinery
Vehicles

451
2,117
4

Tools, furniture and fixtures
Land
Leased assets
Construction in progress
Intangible assets
Right to use facilities
SoftwareInvestments and other assets

Non-current liabilities
Long-term borrowings
Long-term deposits received

567
4,889
14
216
9

113
173
1,177
330
15,408
13,961
896

Provision for share awards

134

Deferred tax liabilities

336

Other

78

Total liabilities

1,103

40

34,886(Net assets)
Shareholders’ equity

68,122

1,094

Share capital

14,93929,145

Capital surplus

17,235Investment securities

3,255

Legal capital surplus

12,235

Shares of subsidiaries and associates
Investments in capital of subsidiaries andassociates
Long-term loans receivable

21,739Other capital surplus

5,000

2,496

Legal retained earnings

1,574

Prepaid pension costs

1,137

Other retained earnings

36,259Other
Allowance for doubtful accounts

Total assets

210

312
(5)

Retained earnings

General reserve
Retained earnings brought forward
Treasury shares
Valuation and translation adjustments
Valuation difference on available-for-salesecurities
Total net assets

104,301

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

- 51 -

37,834

3,145
33,114(1,887)
1,292
1,292
69,414
104,301

Non-consolidated Statement of Income(April 1, 2023 - March 31, 2024)(Millions of yen)
Description

AmountNet sales

52,811

Cost of sales

36,868Gross profit

15,942

Selling, general and administrative expenses

12,133Operating profit

3,809

Non-operating income

1,642Interest and dividend income

1,525

Other

116

Non-operating expenses

290

Interest expenses

143

Other

146

Ordinary profit

5,161

Extraordinary income

4Gain on sale of investment securities

4

Extraordinary losses

94

Loss on disposal of non-current assets

11

Environmental expenses

66

Other

15

Profit before income taxes

5,071

Income taxes - current

885

Income taxes - deferred

131

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

- 52 -

4,054

Non-Consolidated Statement of Changes in Equity(April 1, 2023 - March 31, 2024)(Millions of yen)
Shareholders’ equity
Capital surplus

Balance at beginning of period

SharecapitalLegalcapitalsurplus

OthercapitalsurplusTotal
capitalsurplusLegalretainedearnings

14,93912,2355,000

17,235

1,574

Retained earnings
Other retained earnings
Retained
Generalearnings
reservebrought
forward
3,145

Total
retainedearnings

30,39935,119Dividends of surplus(1,339)(1,339)Profit

4,054

4,054

Changes during period

Purchase of treasury shares
Disposal of treasury shares
Net changes in items otherthan shareholders’ equity
Total changes during period
Balance at end of period

–

–

–

–

–

–

2,714

2,714

14,93912,2355,000

17,235

1,574

3,145

33,11437,834

Valuation and translation
adjustments
Valuation
Total
Total valuationdifference onshareholders’and translation
available-for-sale
equityadjustments
securities

Shareholders’ equity
TreasurysharesBalance at beginning of period(1,907)65,387

956

956

Total
net assets

66,343

Changes during period
Dividends of surplus(1,339)(1,339)Profit

4,054

4,054

Purchase of treasury shares

(0)

(0)

(0)

Disposal of treasury shares

20

20

20

Net changes in items otherthan shareholders’ equity
Total changes during period
Balance at end of period

335

335

335

20

2,735

335

335

3,070

(1,887)

68,122

1,292

1,292

69,414(Note) Figures presented in the financial statements are rounded down to the nearest million yen.

- 53 -

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

Independent Auditor’s Report(English Translation)
May 11, 2024
To the Board of Directors
NIHON NOHYAKU CO., LTD.
Kyowa Audit Corporation
Chiyoda-ku, Tokyo
Masashige Takayama, CPA
Representative Partner
Engagement Partner
Yuki Sakamoto, 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, theconsolidated statement of changes in equity and the notes to the consolidated financial statements of NIHONNOHYAKU CO., LTD. (the “Company”) for the fiscal year from April 1, 2023, through March 31, 2024.
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 the Consolidated Financial
Statements.” We are independent of the Company and its consolidated subsidiaries in accordance with theprovisions related to professional ethics in Japan, and are fulfilling other ethical responsibilities as an auditor.
We believe that we have obtained sufficient and appropriate audit evidence to provide a basis for our audit
opinion.
Other Information
The other information comprises the information included in the business report and its supplementaryschedules. Management is responsible for preparation and disclosure of the other information. The Audit &Supervisory Committee is responsible for monitoring the execution of Directors’ duties related to designing andoperating the reporting process of the other information.
Our opinion on the consolidated financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the otherinformation and, in doing so, consider whether the other information is materially inconsistent with theconsolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated.

- 54 -

If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, we are required to report that fact.
We have nothing to report in this regard.
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.
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 the consolidated
financial statements.
We make professional judgment in the audit process in accordance with auditing standards generally acceptedin 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 in orderto design audit procedures that are appropriate in the circumstances, although the purpose of the audit of theconsolidated 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 adequacy ofrelated 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 a significant
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 the audit report, or if thenotes to the consolidated financial statements pertaining to the significant uncertainty are inappropriate, issue
a modified opinion on the consolidated financial statements. While the conclusions of the auditor are basedon the audit evidence obtained up to the date of the audit report, depending on future events or conditions, anentity 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.

- 55 -

・ 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 implementationof the planned audit, material audit findings including material weaknesses in internal control identified in thecourse 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 the auditor’s
independence, any measures taken to remove obstacles or any safeguards that are applied to reduce obstacles toan acceptable level, if any.
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.

- 56 -

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

Independent Auditor’s Report(English Translation)
May 11, 2024
To the Board of Directors
NIHON NOHYAKU CO., LTD.
Kyowa Audit Corporation
Chiyoda-ku, Tokyo
Masashige Takayama, CPA
Representative Partner
Engagement Partner
Yuki Sakamoto, 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 125th fiscal year from
April 1, 2023 through March 31, 2024.
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, 2024, 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 andthe Accompanying Supplementary Schedules.” We are independent of the Company in accordance with theprovisions related to professional ethics in Japan, and are fulfilling other ethical responsibilities as an auditor.
We believe that we have obtained sufficient and appropriate audit evidence to provide a basis for our audit
opinion.
Other Information
The other information comprises the information included in the business report and its supplementaryschedules. Management is responsible for preparation and disclosure of the other information. The Audit &Supervisory Committee is responsible for monitoring the execution of Directors’ duties related to designing andoperating the reporting process of the other information.
Our opinion on the financial statements and the accompanying supplementary schedules does not cover theother information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements and the accompanying supplementary schedules, our
responsibility is to read the other information and, in doing so, consider whether the other information ismaterially inconsistent with the financial statements and the accompanying supplementary schedules or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other- 57 -

information, we are required to report that fact.
We have nothing to report in this regard.
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 matters relating
to going concern when it is required to do so in accordance with accounting principles generally accepted inJapan.
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 or collectively,
influence the decisions of users taken on the basis of the financial statements and the accompanying
supplementary schedules.
We make professional judgment in the audit process in accordance with auditing standards generally acceptedin 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 in orderto design audit procedures that are appropriate in the circumstances, although the purpose of the audit of thefinancial statements and the accompanying supplementary schedules is not to express an opinion on theeffectiveness 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 adequacy ofrelated 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 the financial
statements and the accompanying supplementary schedules in the audit report, or if the notes to the financial
statements and the accompanying supplementary schedules pertaining to the significant uncertainty areinappropriate, issue a modified opinion on the financial statements and the accompanying supplementaryschedules. While the conclusions of the auditor are based on the audit evidence obtained up to the date of theaudit report, depending on future events or conditions, an entity may be unable to continue as a going concern.

- 58 -

・ 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 thepresentation, structure, and content of the financial statements and the accompanying supplementaryschedules including related notes, and whether the financial statements and the accompanying supplementaryschedules 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 implementationof the planned audit, material audit findings including material weaknesses in internal control identified in thecourse 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 the auditor’s
independence, any measures taken to remove obstacles or any safeguards that are applied to reduce obstacles toan acceptable level, if any.
Interest
Our firm and engagement partners have no interests in the Company requiring disclosure under the provisionsof the Certified Public Accountants Act of Japan.

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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 125th fiscal
year from April 1, 2023 to March 31, 2024, 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 the establishment
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 established by
the Audit & Supervisory Committee, following the auditing policies, allocation of duties and otherrelevant matters, using means such as the Internet, etc. and cooperating with the internal audit divisionand 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 associated information, andstudied the operations and financial positions at the head office and principal business offices. With
respect to subsidiaries, using means such as the Internet, etc., we communicated with, and collected
information from, Directors, Audit & Supervisory Board Members and other relevant personnel ofsubsidiaries 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), JICPA Quality Control Standards Committee Statement No. 1 “Quality Control for Audit
Firms” and JICPA Auditing Standards Committee Statements No. 220 “Quality Control for an Audit
of Financial Statements,” 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.

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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. We acknowledge that the details of resolutions approved by the Board of Directors concerning theinternal control systems are appropriate. Furthermore, 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 fairand reasonable.

(3)

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

May 13, 2024
Audit & Supervisory Committee, NIHON NOHYAKU CO., LTD.
Full-time Audit & Supervisory
Committee Member
Audit & Supervisory Committee
MemberAudit & Supervisory Committee
MemberAudit & Supervisory Committee
Member(Note)

Yoshiaki Higashino
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.

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