This document has been translated from the Japanese original for reference purposes only. In the eventof any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Securities code: 4028)
June 6, 2024
To Those Shareholders with Voting Rights
Hiroshi Okubo
Executive Director, President
ISHIHARA SANGYO KAISHA, LTD.
3-15, Edobori 1-chome, Nishi-ku, Osaka

NOTICE OF THE 101st ORDINARY GENERAL MEETING OF SHAREHOLDERSFirstly, we would like to extend our sincere thanks for your ongoing support.
We are pleased to inform you that the 101st Ordinary General Meeting of Shareholders will be held as follows.
We have adopted measures for providing information in electronic format for this General Meeting of
Shareholders. The matters provided in electronic format have been posted on the following Internet website as“Notice of the 101st Ordinary General Meeting of Shareholders” and “Other Matters Provided in Electronic
Format (Matters Omitted from the Paper Copy).”
The Company’s website:
https://www.iskweb.co.jp/eng/ir/stockholders.html
This information also been posted on the following website.
The website of the Tokyo Stock Exchange:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show*Please access the website shown above, enter the Company’s name or securities code to search,and select “Basic information” then “Documents for public inspection/PR information” to viewthe information.
Please exercise your voting rights in writing or via the Internet, etc. by 5:30 p.m. on Tuesday, June 25, 2024, after
reading the attached REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS.

- 1-

1.
2.
3.

Date and Time: 10:00 a.m., Wednesday, June 26, 2024 (Reception opens: 9:00 a.m.)
Venue: Hall on the 5th floor of Shin-Ishihara Building, at 3-15, Edobori 1-chome, Nishi-ku, Osaka(Shin-Ishihara Building: Please use Exit 5-B of Higobashi Station, Osaka Metro Yotsubashi Line.)
Objectives of the Meeting
Reports:
1. The Business Report and the Consolidated Financial Statements for the 101st Fiscal Term (from April 1,
2023 to March 31, 2024), as well as the audit reports on the Consolidated Financial Statements by theCompany’s Accounting Auditors and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 101st Fiscal Term (from April 1, 2023 to March 31,
2024)
Matters to Be Resolved
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Nine (9) Directors
Proposal No. 3: Election of One (1) Substitute Audit & Supervisory Board Member

4. How to Exercise Your Voting Rights
If you are attending the General Meeting of Shareholders
Please present the enclosed Voting Rights Exercise Form at the reception desk on arrival at the meeting.
Date & Time: 10:00 a.m., Wednesday, June 26, 2024
(Reception opens: 9:00 a.m.)

If you are exercising your voting rights in writing
Please indicate your approval or disapproval of the matters to be resolved on the Voting Rights Exercise
Form enclosed herewith, and return it to us. If you do not indicate your vote on a proposal, this will betreated as a vote in favor of the proposal.
Deadline: The form should arrive by 5:30 p.m., Tuesday, June 25, 2024.
If you are exercising your voting rights via the Internet, etc.
Please first read the attached Guidance on the Exercise of Voting Rights via the Internet, etc. (p. 3)
and indicate your approval or disapproval.
Deadline: Votes should be accepted by 5:30 p.m., Tuesday, June 25, 2024.
 If you have exercised your voting rights both in writing and via the Internet, etc., the votes cast via the Internet, etc. shall be deemedvalid. If you have exercised your voting rights via the Internet, etc. multiple times, the votes cast last shall be deemed valid.
 The costs incurred for access to the website for the exercise of voting rights via the Internet (such as Internet connection fees, phonecharges, etc.) shall be borne by the shareholders.
 Of the matters provided in electronic format, the items listed below are not included in the paper copy sent to shareholders who haverequested it, in accordance with laws and regulations, as well as the provisions of Article 19 of our Articles of Incorporation. Thus, thepaper copy sent to shareholders who have requested it includes only part of the subjects audited by the Audit & Supervisory Board
Members and the Accounting Auditor in preparing their Audit Reports.
• Principal Business Locations, Employees, Accounting Auditor, and Systems to Ensure the Proper Business Operation of the
Corporate Group Composed of the Company and Its Subsidiaries, Including Systems to Ensure that Directors Execute Duties inLine with Relevant Laws, Regulations and the Articles of Incorporation, and Status of Their Operation in the Business Report• Consolidated Statement of Changes in Net Assets and Notes to Consolidated Financial Statements• Non-consolidated Statement of Changes in Net Assets and Notes to Non-consolidated Financial Statements

If any situation arises that requires amendment to the matters provided in electronic format, such amendment will
be posted on the websites on which they are posted, together with the matters before and after amendment.

- 2-

Guidance on the Exercise of Voting Rights via the Internet, etc.
How to scan the QR code
“Smart Voting”
You can log in to the voting rights exercise
website without entering a “voting rights
exercise code” and a “password.”

How to enter a voting rights exercise code and apassword
The voting rights exercise website:

https://www.web54.net
Please use your smartphone to scan the“voting rights exercise website login QR
code” on the bottom right of the voting
rights exercise form.

Please access the voting rights exercise
website.



Please enter the “voting rights exercise code”
on the bottom left of the reverse side of thevoting rights exercise form.

Please enter your vote for each proposal byfollowing the instructions on the screen.

Please enter the “password” on the bottom
left of the reverse side of the voting rights
exercise form.

Voting rights can be exercised only once
using “Smart Voting.”
If you want to change your vote after
exercising your voting rights, please enter the“voting rights exercise code” and “password”
on the voting rights exercise form to log in to
the voting rights exercise website byfollowing the instructions under “How toenter a voting rights exercise code and apassword” on the right hand side, andexercise your voting rights again.
* You can access the voting rights exercise
website on the right hand side by scanning
the QR code again.
* “QR code” is a registered trademark of
DENSO WAVE INCORPORATED.



Please enter your vote for each proposal byfollowing the instructions on the screen.



Please call the number on the righthand side, if you have any questions
relating to the exercise of voting rights
via the Internet.

Transfer Agency Web Support
Hotline, Sumitomo Mitsui Trust Bank

0120-652-031

Business hours: 9:00 a.m. to 9:00 p.m.

To institutional investors
In addition to the exercise of voting rights via the Internet as stated above, you may use the electronic voting platform
operated by ICJ, Inc. only if you apply for its use in advance.

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REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS
Proposals and References

Proposal No. 1

Appropriation of Surplus

One of the most important management policies of the Company is to increase corporate value while returning
profits to our shareholders.
Our basic principle for dividends is to continue to implement stable dividend distribution according to ourbusiness performance, taking into comprehensive consideration the business trends, financial condition, and needto enhance our internal reserve for business expansion into the future.
Based on the consolidated payout ratio of 30% targeted for fiscal 2023, the final fiscal year of the Mid-Term
Management Plan “Vision 2030 Stage I,” as well as a comprehensive consideration of factors such as the outlook
for the business environment, we have decided to pay a year-end dividend of 70 yen per share, a 28-yen increase
from that for the previous fiscal year, as summarized below.
1.

Type of dividend property
Cash

2.

Matters concerning the allocation of dividend property to shareholders and the total amountthereof70 yen per share of common stock of the Company
Total: 2,673,819,680 yen

3.

Date on which the dividend of surplus takes effectJune 27, 2024

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REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS

Election of Nine (9) Directors

Proposal No. 2

The terms of office of all current nine (9) Directors will expire at the conclusion of this General Meeting of
Shareholders.
We therefore propose that nine (9) Directors (three (3) of whom are Outside Directors) be elected.
The candidates for Directors are as follows:
Candidate
No.

1
2
3
4
5
6

Full name
Kenichi Tanaka

Posts and responsibilities held at the Company

Term of officeas Director

Reappointment Director, Chairman

10 years

Executive Director, President & Chief Executive
Officer, Chief Compliance Officer (CCO),
Reappointment
Hiroshi Okubo
Director of Corporate Administration & Planning
Headquarters
Managing Executive Officer, Director ofNew
Mikiya Horieappointment Bioscience Business Headquarters
Director, Managing Executive Officer, Director
Yasunobu Kawazoe Reappointmentof Finance & Accounting Headquarters
Managing Executive Officer, Director of General
New
Yoshio Nishiyama
appointment Affairs & Human Resources Headquarters
Managing Executive Officer, Director ofNew
Yoshiyuki Shimmyo appointment
Yokkaichi Plant

7

Tatsuo Hanazawa

8

Satoshi Ando

9

Akemi Uchida

New appointment

Attendance atBoard ofDirectors
meetings
100%(19/19)2 years100%(19/19)--5 years100%(19/19)

-

-

-

-

[Outside] Director
Independent

5 years100%(19/19)[Outside] Director[Independent]

4 years100%(19/19)[Outside] Director[Independent]

1 year100%(12/12)

Reappointment
Reappointment
Reappointment

Candidate for new Director

Reappointment

Candidate for reappointment[Outside] Outside Officer[Independent] Independent Officer

Notes:
1. Nomination of the candidates for Directors is decided at the Board of Directors after consulting with the Personnel Committee,
consisting of independent Outside Directors and Outside Audit & Supervisory Board Members. The Board of Directors nominates the
persons who are deemed appropriate as candidates for Directors after comprehensive examination of their personalities, knowledge,
abilities, etc. based on the perspective of prompt and proper decision making.
2. The Company has concluded a directors and officers liability insurance contract with an insurance company, as prescribed in Article
430-3, Paragraph 1 of the Companies Act, with all Directors as the insured. The insurance covers legal damages and litigation
expenses in the event that a claim for damages is made against the insured during the insurance period due to improper actions(including errors of omission) committed by the insured in his/her capacity as such. The Company is fully responsible for paying theinsurance premium. The Company intends to include all candidates for Directors, if appointed, in the insured under this insurance
contract. The Company intends to renew this insurance contract under the same terms when it comes due for renewal.

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REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS
Candidate No.

1

Kenichi Tanaka (Born on January 18, 1954)

Reappointment

A brief summary of his career, posts and responsibilities held, andother major offices concurrently held
Number of the Company’s shares held
27,588 shares
Term of office as Director
10 years (at the conclusion of this General
Meeting of Shareholders)
Attendance at Board of Directors
meetings
19 times / 19 meetings (100%)

April 1976
April 2009
June 2011
June 2012
June 2014
June 2015

February 2016

June 2017

June 2021
June 2023

Joined the Company
Executive Officer, and Acting Director of
General Affairs Headquarters
Executive Officer, and Director of General
Affairs Headquarters
Managing Executive Officer, and Director of
General Affairs Headquarters
Director, Managing Executive Officer, andDirector of General Affairs Headquarters
Executive Director, President & Chief
Executive Officer, Chief Compliance Officer(CCO), Chairman of Compliance Committee,
Director of Business Strategy Office, andDirector of General Affairs Headquarters
Executive Director, President & Chief
Executive Officer, Chief Compliance Officer(CCO), Chairman of Compliance Committee,
and Director of General Affairs & Human
Resources Headquarters
Executive Director, President & Chief
Executive Officer, Chief Compliance Officer(CCO), and Chairman of Compliance
Committee
Executive Director, Chairman
Director, Chairman (to date) Reason for nomination as a candidate for Director

Since assuming office as President and Chief Executive Officer in 2015, Mr. Kenichi Tanaka has
demonstrated strong leadership in his management of the Company, formulating Vision 2030, theCompany’s long-term vision for the year 2030 that forms the foundation for two Mid-Term Management
Plans and the current Mid-Term Management Plan. He has accurately and efficiently engaged in the
management and administration of the entire Group. He has focused on enhancing the effectiveness of
the Board of Directors and supervising management as Director, Chairman.
He is deeply familiar with the Group’s external environment and corporate governance. Expectations of
his contribution to the sustained improvement of the corporate value of the Company resulted in ourdecision to re-appoint him as a candidate for our Director.

Note: No special-interest relationships exist between the Company and Mr. Kenichi Tanaka.

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REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS
Candidate No.

2

Hiroshi Okubo (Born on December 9, 1961)

Reappointment

A brief summary of his career, posts and responsibilities held, andother major offices concurrently held
Number of the Company’s shares held
12,330 shares
Term of office as Director
2 years (at the conclusion of this General
Meeting of Shareholders)
Attendance at Board of Directors
meetings
19 times / 19 meetings (100%)

April 1986
June 2016

Joined the Company
Seconded to ISK ENGINEERINGPARTNERS CORPORATION (Executive
Officer)
Seconded to FUJI TITANIUM INDUSTRY
CO., LTD. (Director, Managing Executive
Officer)
General Manager of Corporate Planning &Administration Division, Corporate
Administration & Planning Headquarters
Executive Officer, Deputy Director of
Corporate Administration & Planning
Headquarters
Managing Executive Officer, Director of
Corporate Administration & Planning
Headquarters
Director, Managing Executive Officer,
Director of Corporate Administration &Planning Headquarters
Executive Director, Senior Managing
Executive Officer, Director of Corporate
Administration & Planning Headquarters
Executive Director, President & Chief
Executive Officer, Chief Compliance Officer(CCO), Director of Corporate Administration& Planning Headquarters (to date)July 2017
June 2020
June 2020
June 2021
June 2022
June 2023
April 2024

 Reason for nomination as a candidate for Director

Mr. Hiroshi Okubo has been engaged in production, environment, safety and health, and other divisionsat plants. After gaining management experience at subsidiaries and affiliates, he served as Director of
Corporate Administration & Planning Headquarters, and was appointed Executive Director in June
2023. He has striven to accelerate DX promotion to enhance corporate value. In April 2024, he wasappointed Executive Director, President, where he has served as the core of management to promote the
Mid-Term Management Plan “Vision2030 Stage II,” which was launched at the same time, aiming to
improve corporate value.
We expect that Mr. Okubo will exercise strong leadership based on these experiences and achievements
to contribute to the further improvement of the corporate value of the Company. This resulted in ourdecision to re-appoint him as a candidate for our Director.

Note: No special-interest relationships exist between the Company and Mr. Hiroshi Okubo.

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REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS
Candidate No.

3

Mikiya Horie (Born on September 3, 1960)

New appointment

A brief summary of his career, posts and responsibilities held, andother major offices concurrently held
Number of the Company’s shares held
7,046 shares
Term of office as Director
Attendance at Board of Directors
meetings-

December 1992 Joined the Company
June 2018
Executive Officer, General Manager of
Biosciences Sales & Marketing Division,
Biosciences Business Headquarters
February 2019 Executive Officer, General Manager of
Product Development & Marketing Division,
Bioscience Business Headquarters
June 2021
Managing Executive Office, Deputy Directorof Bioscience Business Headquarters
June 2022
Managing Executive Office, Director of
Bioscience Business Headquarters (to date)
Major other offices concurrently held
Director and Chairman at ISK BIOSCIENCES EUROPE N.V.

 Reason for nomination as a candidate for Director

Mr. Mikiya Horie has been engaged in sales, research & development, etc., in the organic chemicals
department, before being appointed Executive Officer in 2018. At present, he is engaged in operations as
Director of Bioscience Business Headquarters, as well as taking charge of promoting the development
and commercialization of new agrochemicals and strengthening the cost competitiveness ofagrochemical production.
Mr. Horie is appropriately fulfilling his duties based on this abundant operational knowledge andexperience, and we consider that he is a suitable candidate for Director of the Company as he willcontribute to the sustained improvement of the corporate value of the Group. This resulted in ourdecision to appoint him as a new candidate for our Director.

Note: No special-interest relationships exist between the Company and Mr. Mikiya Horie.

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Candidate No.

4

Yasunobu Kawazoe (Born on August 5, 1958) Reappointment
A brief summary of his career, posts and responsibilities held, andother major offices concurrently held

Number of the Company’s shares held
21,465 shares
Term of office as Director
5 years (at the conclusion of this General
Meeting of Shareholders)
Attendance at Board of Directors
meetings
19 times / 19 meetings (100%)

April 1982

Joined Long-Term Credit Bank of Japan,
Limited (currently SBI Shinsei Bank,
Limited)April 2012
Executive Officer, and General Manager ofInstitutional Credit Management Division,
Shinsei Bank, Limited (currently SBI Shinsei
Bank, Limited)
April 2015
Managing Executive Officer, Chief Risk
Officer, and Head of Risk Management
Group, Shinsei Bank, Limited (currently SBI
Shinsei Bank, Limited)
April 2016
Managing Executive Officer, and Head of
Credit Risk Management, Shinsei Bank,
Limited(currently SBI Shinsei Bank,
Limited)December 2016 Retired from Shinsei Bank, Limited(currently SBI Shinsei Bank, Limited)
January 2017
Advisor to Ishihara Sangyo Kaisha, Ltd.
June 2017Managing Executive Officer, and Director of
Finance & Accounting Headquarters
June 2019
Director, Managing Executive Officer, andDirector of Finance & Accounting
Headquarters (to date) Reason for nomination as a candidate for Director

Mr. Yasunobu Kawazoe, has properly made decisions and conducted supervision on important businessexecution and management in fields related to the strengthening of governance, in addition to financeand accounting, based on his abundant experience and achievements, by making effective use of his
many years of experience and expertise related to finance and accounting that he had cultivated at afinancial institution. He is also in charge of public relations activities.
We expect that Mr. Kawazoe will contribute to the sustained improvement of the corporate value of theGroup by utilizing his experience and knowledge for the Board of Directors in planning and examining,or supervising the execution of, management strategies. This resulted in our decision to re-appoint him
as a candidate for our Director.

Note: No special-interest relationships exist between the Company and Mr. Yasunobu Kawazoe.

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REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS
Candidate No.

5

Yoshio Nishiyama (Born on March 26, 1962)

New appointment

A brief summary of his career, posts and responsibilities held, andother major offices concurrently held
Number of the Company’s shares held
5,690 shares
Term of office as Director-

April 1980
June 2021

Joined the Company
Executive Officer, Director of General
Affairs & Human Resources Headquarters
Managing Executive Officer, Director of
General Affairs & Human Resources
Headquarters (to date)June 2023

Attendance at Board of Directors
meetings-

 Reason for nomination as a candidate for Director

Mr. Yoshio Nishiyama has gained operational experience at plants, in the environmental, general affairs
and labor departments, then at human resources departments at the head office. In 2021, he wasappointed Executive Officer, and is currently engaged as Director of the General Affairs & Human
Resources Headquarters.
Mr. Nishiyama is appropriately fulfilling his duties based on this abundant operational knowledge andexperience, and we consider that he is a suitable candidate for Director of the Company as he willcontribute to the sustained improvement of the corporate value of the Group. This resulted in ourdecision to appoint him as a new candidate for our Director.

Note: No special-interest relationships exist between the Company and Mr. Yoshio Nishiyama.

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Candidate No.

6

Yoshiyuki Shimmyo (Born on March 19, 1964)

New appointment

A brief summary of his career, posts and responsibilities held, andother major offices concurrently held
Number of the Company’s shares held
6,146 shares
Term of office as Director-

April 1986
June 2022

Joined the Company
Executive Officer, Deputy Director of
Yokkaichi Plant
Managing Executive Officer, Director of
Yokkaichi Plant (to date)June 2023

Attendance at Board of Directors
meetings-

 Reason for nomination as a candidate for Director

Mr. Yoshiyuki Shimmyo has been engaged in sales in the inorganic chemicals department before being
appointed Executive Officer in 2022. At present, he is engaged in managing plant operations as Directorof Yokkaichi Plant.
Mr. Shimmyo is appropriately fulfilling his duties based on this abundant operational knowledge andexperience, and we consider that he is a suitable candidate for Director of the Company as he willcontribute to the sustained improvement of the corporate value of the Group. This resulted in ourdecision to appoint him as a new candidate for our Director.

Note: No special-interest relationships exist between the Company and Mr. Yoshiyuki Shimmyo.

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REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS
Candidate No.

7

Tatsuo Hanazawa (Born on April 30, 1951)
Reappointment

Outside Officer

Independent Officer

A brief summary of his career, posts and responsibilities held, andother major offices concurrently held
Number of the Company’s shares held
4,000 shares

April 1975

Term of office as Outside Director
5 years (at the conclusion of this General
Meeting of Shareholders)August 1990

Attendance at Board of Directors
meetings
19 times / 19 meetings (100%)

May 1992
July 1995
July 1997
July 1999
April 2000
July 2001
July 2002

January 2004

October 2005
April 2006

April 2013
June 2019- 12-

Joined Ministry of Agriculture and Forestry(currently Ministry of Agriculture, Forestry
and Fisheries)
Research Administrator of Administration
Division, Food and Marketing BureauCounselor, Embassy of Japan in the People’s
Republic of China
Councilor, Cabinet Councilors’ Office inInternal Affairs, Cabinet Secretariat
Manager of Mountainous and Snowy
Regions Development Division, National
Land Agency
Manager of Upland Crop Division,
Agricultural Production Bureau
Deputy Director-General of Hokuriku
Regional Agricultural Administration OfficeDirector-General of Kinki Chugoku
Regional Forest Office
Assistant Vice-Minister, Minister’s
Secretariat and Land and Water Bureau,
Ministry of Land, Infrastructure, Transport
and Tourism
Director of Selection and Evaluation
Committee, Bio-Oriented Technology
Research Advancement Institution, National
Agriculture and Food Research Organization
Executive Director of Japan Food Industry
Center (currently Japan Food Industry
Association)
Executive Director of Japan Food Industry
Center and Japan Food Safety Management
System Assessment & Registration Senior
Manager
Executive Director of Japan Food Industry
Association
Outside Director of the Company (to date) Reason for nomination as a candidate for Outside Director and summary of expected roles

Mr. Tatsuo Hanazawa, currently serving as Outside Director of the Company, has experience andknowledge of public administration, especially of agricultural policies both inside and outside Japan, andexperience in the environmental field. Based on this experience, he provides appropriate advice andsupervision of the management of the Company, in the fields of expansion of the domestic and overseas
markets and environmental issues. In addition, he also serves as Chairman of the Compensation
Committee and a member of the Personnel Committee and Evaluation Committee, actively expressing
his opinions. Mr. Hanazawa has never in the past been involved in the management of a company except
as an Outside Director. However, for these reasons, he is expected to perform his duties as Outside
Director adequately from an independent standpoint. This resulted in our decision to re-appoint him as a
candidate for our Outside Director.

Notes:
1. No special-interest relationships exist between the Company and Mr. Tatsuo Hanazawa.
2. Mr. Tatsuo Hanazawa is a candidate for Outside Director.
3. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Articles of Incorporation stipulate that the Company may
enter into an agreement with an Outside Director that sets a limit on the liability for damages under Article 423, Paragraph
1 of the Companies Act. The Company has entered into an agreement on limitation of liability (the larger of an amountdetermined in advance, which shall be equal to or more than 10 million yen, and an amount prescribed by laws andregulations) with Mr. Tatsuo Hanazawa, and will renew the current agreement with him upon the approval of his reelection at this General Meeting of Shareholders.
4. Mr. Tatsuo Hanazawa meets the requirements of the “Criteria for the Independence of Outside Officers at the Company”
and the requirements for Independent Officer set by the TSE. The Company has notified the TSE of his election as an
Independent Officer as required by the TSE. If his re-election is approved at this General Meeting of Shareholders, theCompany will continue to appoint him as an Independent Officer.

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REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS
Candidate No.

8

Satoshi Ando (Born on April 27, 1974)
Reappointment

Outside Officer

Independent Officer

A brief summary of his career, posts and responsibilities held, andother major offices concurrently held
Number of the Company’s shares held
2,000 shares

October 2001

Term of office as Outside Director
4 years (at the conclusion of this General
Meeting of Shareholders)

October 2001
May 2015

Attendance at Board of Directors
meetings
19 times / 19 meetings (100%)

May 2016
June 2020

Admitted to the bar (Dai-Ichi Tokyo Bar
Association)
Joined Onishi Shoichiro Law OfficeSenior Partner of Onishi Shoichiro Law
Office (to date)Outside Director (Audit & Supervisory
Committee Member) of TOHO CO., LTD.
(to date)
Outside Director of the Company (to date)

Major other offices concurrently held
Attorney-at-law
Outside Director (Audit & Supervisory Committee Member) of TOHOCO., LTD.

 Reason for nomination as a candidate for Outside Director and summary of expected roles

Mr. Satoshi Ando, currently serving as Outside Director of the Company, has advanced professional
expertise as an attorney-at-law, as well as extensive experience and broad insight in corporate legal
affairs. He provides appropriate advice and supervision of the management of the Company, in the fieldsof law, risk management, finance, and accounting, from an independent and legal standpoint. In addition,
he also serves as a member of the Compensation Committee, Personnel Committee and Evaluation
Committee, actively expressing his opinions. Mr. Ando has never in the past been involved in the
management of a company except as an Outside Director. However, for these reasons, he is expected toperform his duties as Outside Director adequately from an independent standpoint. This resulted in ourdecision to re-appoint him as a candidate for our Outside Director.

Notes:
1. No special-interest relationships exist between the Company and Mr. Satoshi Ando.
2. Mr. Satoshi Ando is a candidate for Outside Director.
3. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Articles of Incorporation stipulate that the Company may
enter into an agreement with an Outside Director that sets a limit on the liability for damages under Article 423, Paragraph
1 of the Companies Act. The Company has entered into an agreement on limitation of liability (the larger of an amountdetermined in advance, which shall be equal to or more than 10 million yen, and an amount prescribed by laws andregulations) with Mr. Satoshi Ando, and will renew the current agreement with him upon the approval of his re-election at
this General Meeting of Shareholders.
4. Mr. Satoshi Ando meets the requirements of the “Criteria for the Independence of Outside Officers at the Company” andthe requirements for Independent Officer set by the TSE. The Company has notified the TSE of his election as an
Independent Officer as required by the TSE. If his re-election is approved at this General Meeting of Shareholders, theCompany will continue to appoint him as an Independent Officer.

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REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS
Candidate No.

9

Akemi Uchida (Born on April 27, 1965)
Reappointment

Outside Officer

Independent Officer

A brief summary of her career, posts and responsibilities held, andother major offices concurrently held
Number of the Company’s shares held
200 shares
Term of office as Outside Director
1 year (at the conclusion of this General
Meeting of Shareholders)
Attendance at Board of Directors
meetings
12 times / 12 meetings (100%)

April 2000
April 2008
October 2016
June 2020
June 2022
January 2023
June 2023

Joined TOMY Company, Ltd.
General Manager of Internal Control
Promotion Department, Corporate Planning
Division
Joined Topre Corporation, Assistant to
Auditors (with General Manager status)
Director
Senior Advisor of Toprec Corporation
Senior Director of Morpho, Inc.
Outside Director of the Company (to date) Reason for nomination as a candidate for Outside Director and summary of expected roles

Ms. Akemi Uchida has extensive experience related to corporate planning, human resources, risk
management, and financial and management accounting, as well as experience as Director of a company
engaged in the global development, manufacture and sale of automotive press components, refrigerationequipment, etc. She provides appropriate advice and supervision of the management of the Company
from an external perspective and an objective and neutral standpoint. In addition, she serves as a memberof the Compensation Committee, Personnel Committee and Evaluation Committee, actively expressing
her opinions. She also provides valuable advice regarding matters such as diversity and inclusion, andshe is expected to perform her duties as Outside Director adequately from an independent standpoint.
This resulted in our decision to re-appoint her as a candidate for our Outside Director.

Notes:
1. No special-interest relationships exist between the Company and Ms. Akemi Uchida.
2. Ms. Akemi Uchida is a candidate for Outside Director.
3. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Articles of Incorporation stipulate that the Company may
enter into an agreement with an Outside Director that sets a limit on the liability for damages under Article 423, Paragraph
1 of the Companies Act. The Company has entered into an agreement on limitation of liability (the larger of an amountdetermined in advance, which shall be equal to or more than 10 million yen, and an amount prescribed by laws andregulations) with Ms. Akemi Uchida, and will renew the current agreement with her upon the approval of her re-election
at this General Meeting of Shareholders.
4. Ms. Akemi Uchida meets the requirements of the “Criteria for the Independence of Outside Officers at the Company” andthe requirements for Independent Officer set by the TSE. The Company has notified the TSE of her election as an
Independent Officer as required by the TSE. If her re-election is approved at this General Meeting of Shareholders, theCompany will continue to appoint her as an Independent Officer.

- 15-

Proposal No. 3

Election of One (1) Substitute Audit &Supervisory Board Member

At the 100th Ordinary General Meeting of Shareholders held on June 28, 2023, Mr. Masaki Nakajima
was elected as a substitute Audit & Supervisory Board Member. The election is effective until the timeof the start of this General Meeting of Shareholders. Therefore, one (1) substitute Audit & Supervisory
Board Member shall be appointed anew in the case that a vacancy occurs in the statutory number ofauditors.
This proposal has obtained the consent of the Audit & Supervisory Board.
The candidate for substitute Audit & Supervisory Board Member is as follows:

Masaki Nakajima (Born on July 19, 1973)

Substitute Outside Audit & Supervisory Board

Independent Officer

A brief summary of his career and posts held, and other major
offices concurrently held
Number of the Company’s shares held
0 shares

October 2001

Admitted to the bar (Osaka Bar
Association)
September 2007 Opened ACT Osaka Law Office
October 2007 Outside Auditor, Nippon Parking
Development Co., Ltd. (to date)
April 2021
Vice-president of Osaka Bar Association

Major other offices concurrently held
Attorney-at-law

Outside Auditor of Nippon Parking Development Co., Ltd.

 Reason for nomination as a candidate for substitute Outside Audit & Supervisory Board Member

Mr. Masaki Nakajima has professional knowledge and experience of legal practice and sufficientinsight into corporate management. He currently serves as an outside auditor at a company engaged indeveloping car parking. Although he has never been involved in corporate management except in thecapacity of outside officer, for the reasons above, he is expected to audit business execution from an
independent and unbiased perspective. This resulted in our decision to appoint him as a substituteOutside Audit & Supervisory Board Member.

Notes:
1. No special-interest relationships exist between the Company and Mr. Masaki Nakajima.
2. Mr. Masaki Nakajima is a candidate for a substitute Outside Audit & Supervisory Board Member.
3. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Articles of Incorporation stipulate that theCompany may enter into an agreement with an Outside Audit & Supervisory Board Member that sets a limit on
the liability for damages under Article 423, Paragraph 1 of the Companies Act. If the election of Mr. Masaki
Nakajima is approved at this General Meeting of Shareholders and he assumes his Audit & Supervisory Board
Member role, the Company will enter into an agreement on limitation of liability (the larger of an amountdetermined in advance, which shall be equal to or more than 10 million yen, and an amount prescribed by laws
and regulations) with him.
4. Mr. Masaki Nakajima meets the requirements of the “Criteria for the Independence of Outside Officers at theCompany” and the requirements for Independent Officer set by the TSE. If his election is approved by this
General Meeting of Shareholders and he assumes his Audit & Supervisory Board Member role, the Company
will notify the TSE of his election as an Independent Officer as required by the TSE.
5. The Company has concluded a directors and officers liability insurance contract with an insurance company, asprescribed in Article 430-3, Paragraph 1 of the Companies Act, with all Audit & Supervisory Board Members
as the insured. The insurance covers legal damages and litigation expenses in the event that a claim for damages
is made against the insured during the insurance period due to improper actions (including errors of omission)committed by the insured in his/her capacity as such. If the election of Mr. Masaki Nakajima is approved at this
General Meeting of Shareholders and he assumes his Audit & Supervisory Board Member role, then he will be- 16 -

included in the insured under this insurance contract. The Company intends to renew this insurance contract
under the same terms when it comes due for renewal.

- 17 -

(Reference)

Skills Matrix of Director and Audit & Supervisory Member Candidates
VisionBusiness base

Corporate
management Environment R&D andand corporate and society production
strategy

NameManagement baseGlobalbusiness

Legal andrisk
management

Human
resources
strategy●●●

Financialaccounting

Directors
Kenichi Tanaka●●

Hiroshi Okubo

●

●

●

Mikiya Horie

●

●

●

Yasunobu Kawazoe●

Yoshio Nishiyama●●

Yoshiyuki Shimmyo●●

Tatsuo Hanazawa[Outside][Independent]

Satoshi Ando

[Outside][Independent]

Akemi Uchida[Outside][Independent]

●
●

●

●

●

●

●
●
●
●

●

●
●

●

●

●

●

Audit & Supervisory Members
Yoshihito Akiyama●

Yoichi Kobayashi
Norihisa Kusumi[Outside][Independent]

Yasuhiro Koike[Outside][Independent]

●

●

●

●

●
●
●

- 18 -●●●

(Reference)■Corporate
management andcorporate strategy■Environment andsociety■R&D and production■Global business

Explanation of Skills
The skills to establish growth strategies, make swift management decisions, and lead the organizationto achieve our Purpose “To continue contributing to better living environments through chemical
technologies”
This includes corporate management experience at other companies
The skills to identify issues and formulate policies on engaging with the environment and society,which are vital elements of conducting corporate activities, promote continuing activities, and balance
economic value and sustainable value
This includes the skills to promote DX as a basis for boosting operational efficiency and driving work
style reform
The skills to lead the development of new products that leverage our strengths “develop proprietary
technologies” and “accommodate quality and environmental requirements” such as new productdevelopment, the improvement of production technology, the search for new businesses, andchallenges to create high-quality, environmentally-friendly products
The skills to leverage our strength “collaborate globally,” leading distribution, development, andregistration activities firmly rooted in each local community, while also driving the establishment ofrobust global supply chains and the expansion of new products to achieve further business growth■Legal and risk
management

The skills to lead corporate activities that prioritize compliance, to achieve sustainable corporate
growth by fulfilling our social responsibilities and contributing to society■Human resources
strategy

The skills to lead the development of strategies to generate human resources who will drive thecreation of new value and innovations to resolve social issues, and the creation of safe and vibrantworkplaces where all people can make the most of their individual abilities■Financial accounting

The skills to formulate and manage budgets to achieve medium- and long-term management
strategies, prepare financial reports, and formulate dividend policies- 19 -

(Reference)
Criteria for the Independence of Outside Officers at the Company
An Outside Director or Outside Audit & Supervisory Board Member shall be deemed independent if
he/she falls under none of the following criteria:
1. A person who is or was within the past 10 years an executive of business*1 of the corporate groupcomposed of the Company and its subsidiaries (hereinafter, “the Group”)
2. A person who is or was within the past five years a major shareholder (holding 10% or more of total
voting rights) of the Company or an executive of business thereof
3. A person who is a client of the Group and whose transactions with the Group exceeded 2% of theconsolidated annual sales of the Group in one of the recent three business years, or the executive of
business thereof
4. A person for whom the Group is a client and whose transactions with the Group exceeded 2% of its
consolidated annual sales in one of its recent three business years, or the executive of business thereof
5. An accounting professional, legal professional, or other consultant or a member of a group thereof
who receives from the Group a large amount of money or other financial benefit*2 besides the officer’s
remuneration
6. A person who receives or has received within the past three years a large amount of donation or otherassistance*3 from the Group, or the executive of business thereof
7. A spouse or a relative within the second degree of kinship of any person who falls under any of thecriteria 1 through 6 above, or a relative who lives with such a person.
*1: “An executive of business” refers to the person defined in Article 2, Paragraph 3 (6) of theOrdinance for Enforcement of the Companies Act.
*2: “A large amount of money or other financial benefit” refers to over 10 million yen of regularannual compensation on average over the past three years.
*3: “A large amount of donation or other assistance” refers to over 10 million yen of an annual total
amount of donation or assistance.

- 20 -

(Appendix)

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

I. Overview of the Corporate Group
1. Business Progress and Results(1) Business Conditions
The outlook for the global economy remains uncertain due to factors such as the prolonged
situation in Ukraine, the persistence of elevated prices due to global inflation, and the tightening ofmonetary policies in each country. The environments for the Group’s main businesses are as
follows. In the organic chemicals business, about our major agrochemicals, demand for pesticides
increased in Europe, while sales in Asia and within Japan were also strong, despite a decline insales of fungicides in the Americas. In the inorganic chemicals business, titanium dioxide for
automotive uses performed strongly, but sales for construction applications in Japan and overseas
sales were weak. In functional materials, too, sales of materials for electronics components
declined due to the impact of distribution stock adjustments in the multilayer ceramic capacitors(MLCC) industry.
Under these conditions, the Group pursued “Vision 2030 Stage I,” its Mid-Term Management Planfor the three years from fiscal 2021 to fiscal 2023, under the banner of “Vision 2030 – Originality.
Acceleration. Global Reach. Transforming Lives Through the Power of Chemistry,” its long-term
vision. In this context, the Group engaged in promoting stronger management initiatives andclearly establishing targets incorporating the perspectives of ESG and the SDGs, among othermeasures aimed at creating sustainable corporate value.
As a result, the Company posted consolidated net sales of ¥138.4 billion (up ¥7.2 billion YoY) andconsolidated operating income of ¥11.4 billion (up ¥2.8 billion YoY) for the fiscal year ended
March 31, 2024 (the “current fiscal year”). Consolidated ordinary income was ¥14.8 billion (up¥4.5 billion YoY) mainly due to a foreign exchange gain in terms of non-operating income. Net
income attributable to owners of parent was ¥7.9 billion (up ¥1.0 billion YoY), partly due to ¥6.7
billion in impairment loss of non-current assets related to the production of titanium dioxide using
the sulfuric acid method.

Results for each business segment[Organic Chemicals Business]
Sales composition ratio: 48.6%
Net sales: (Fiscal 2022) ¥63.7 billion ► (Fiscal 2023) ¥67.1 billion
Up ¥3.4 billion
Operating income: (Fiscal 2022) ¥10.6 billion ► (Fiscal 2023) ¥11.3 billion Up ¥0.7 billion
Details of business: Manufacture and sale of herbicides, pesticides, fungicides, plant growth
regulators, organic intermediates and pharmaceuticals; manufacture and saleof veterinary drugs● For agrochemicals, sales and income both increased, as an outbreak of insect pests boosted
demand for pesticides in Europe while sales in Asia and within Japan were also strong, despitea significant slump in sales of fungicides in the Americas due to the effect of distribution stock
adjustments.
● Net sales in the healthcare business, including veterinary drugs and active pharmaceuticalingredients, exceeded the previous fiscal year’s results.

- 21 -

[Inorganic Chemicals Business]
Sales composition ratio: 49.1%
Net sales: (Fiscal 2022) ¥64.4 billion ► (Fiscal 2023) ¥68.0 billion
Operating income: (Fiscal 2022) ¥1.0 billion ► (Fiscal 2023) ¥3.2 billion

Up ¥3.5 billion
Up ¥2.2 billion

Details of business: Manufacture and sale of titanium dioxide, functional materials, electronics
materials, plaster, etc.
● Sales of titanium dioxide increased due to factors such as the contribution from price revisions
and the effect of the depreciation of the yen, despite a slump in market conditions in Asia and aslowdown in sales due to the delayed recovery in demand for construction applications.
● Sales of functional materials decreased due to the impact of measures to resolve excess
inventories of materials for electronics components in the multilayer ceramic capacitors
industry.
● Income rose thanks to the contribution of initiatives to improve prices to match the soaring
price of raw materials, despite an increase in costs due to factors such as a decline in production
facility utilization rate associated with a decrease in sales volume.
[Other Businesses]
Sales composition ratio: 2.3%
Net sales: (Fiscal 2022) ¥2.9 billion ► (Fiscal 2023) ¥3.2 billion
Operating income: (Fiscal 2022) ¥0.2 billion ► (Fiscal 2023) ¥0.2 billion

Up ¥0.2 billion
Up ¥0.06 billion

Details of business: Construction, trading, etc.
● Both net sales and operating income were higher than in the previous fiscal year.
(2)

Capital Expenditures
Capital expenditures during the current fiscal year amounted to ¥8.8 billion, mainly comprising¥0.9 billion in the organic chemicals business and ¥7.7 billion in the inorganic chemicals business.
The main facilities under construction at the end of the current fiscal year are shown below.
Construction of the MF MATERIAL CO., LTD. functional materials manufacturing plant(Nobeoka City, Miyazaki Prefecture); planned investment: ¥8.9 billion(3)

Financing
Investment in the maintenance and renewal of facilities at the Group’s main plants increased year
over year.
Research and development costs increased year over year, mainly due to the impact of an increasein the organic chemicals department.
Interest-bearing debt at the end of the current fiscal year increased by ¥14.2 billion year over yearto ¥70.3 billion, as the Group increased its borrowings to finance an increase in working capital
resulting from a rise in inventory in both the organic and inorganic chemicals departments,
expenditure on the construction of a second plant to strengthen barium titanate materials
production capacity at a joint venture, and the optimization of its level of cash and deposits.

(4)Issues to Be Addressed
The Group has been implementing its long-term vision, “Vision 2030” and the Mid-Term
Management Plan “Vision 2030 Stage II” (for fiscal 2024–2026), founded on this vision.
1) Long-term vision “Vision 2030”
We took the opportunity of the 100th anniversary of the Group’s founding to visualize our ideal
for the Group in 2030, ten years from now, and establish “Originality. Acceleration. Global Reach.
Transforming Lives Through the Power of Chemistry.” as our long-term vision, “Vision 2030.”
We aim to achieve the following management targets and policy approach.
- 22 -

 Management targets (2030)
Consolidated operating income: ¥24.0 billion or greater (anticipated consolidated net sales:¥180.0 billion or greater); secure stable ROE of 10% or greater
Shareholder returns: maintain stable shareholder returns
 Basic policy approach
We will strive to achieve Vision 2030 through our “three strengths” — “developing proprietary
technologies,” “accommodating quality and environmental requirements” and “collaborating
globally” — centered on our core competency in “chemical technologies” and underpinned by“management drive.”
The Group will contribute to realizing a sustainable society while simultaneously enhancing
corporate value through its business activities.
 Business policies and key measuresi) Organic chemicals businessBusiness policy: Supply unique products that directly enhance customer value across theworld, and support people’s nutrition, health and life to contribute to therealization of a sustainable society.
Key measures: - Promote development and commercialization with an awareness of theentire value chain- Refine and evolve proprietary technologies to accelerate value creation
and return to a growth trajectory- Achieve global lowest-cost manufacture and stable customer supply ofmain productsii) Inorganic chemicals businessBusiness policy: Create new value based on the technologies developed for titanium
dioxide products to support the environment and digital society, andcontribute to the realization of a sustainable society.
Key measures: - Diversify the optical characteristics of titanium dioxide to achieve newvalue creation- Contribute to the resolution of social issues including the spread of ICT
and the shift to electric vehicles through functional materials- Reform production structures to achieve both a reduction inenvironmental impact and an increase in production efficiency
2) Mid-Term Management Plan (for fiscal 2024-2026) “Vision 2030 Stage II”
 Basic policy
The Mid-Term Management Plan “Vision 2030 Stage II,” the second stage backcast from thelong-term vision, “Vision 2030,” continues the basic policy of “Vision 2030 Stage I” aimed atcreating sustainable corporate value. By implementing key measures such as enhancing thestrength and efficiency of research and technological development capabilities aimed atoriginality, accelerating globalization to demonstrate the Group’s technological strength inoverseas markets, promoting ROIC-focused management, and maintaining stable shareholder
returns, the plan promotes the strengthening of the Group’s business foundations and thereform of the business structure.
 Management targets
Consolidated operating income: ¥19.0 billion or greater (anticipated consolidated net sales:¥160.0 billion or greater); ROE of 10% or greater
Shareholder returns: maintain stable shareholder returns- Target a consolidated payout ratio of 40% for fiscal 2026
- Implement flexible share buybacks.

Fiscal 2023 results(A)

New Mid-Term Management Plan “Vision 2030 Stage II”
Fiscal 2024
- 23 -

Fiscal 2026
(B)(B) / (A)Net sales¥138.4 billion¥144.0 billion¥160.7 billion

1.2

Operating income¥11.4 billion¥10.0 billion¥19.8 billion

1.7

Ordinary income¥14.8 billion¥9.0 billion¥19.3 billion

1.3¥7.9 billion¥6.0 billion¥13.6 billion

1.7

8.3%

6.9%

12.3%

1.5

7.9%

5.6%

11.2%

1.4

Net income attributable toowners of parent
Operating income ratio
ROE Key measures
The key measures to be implemented across the Group and within each business are as follows.
We will review the business plan each fiscal year, and strive to achieve performance targets forthe final fiscal year of the plan.
Group Enhance the strength and efficiency of research and technological development capabilities
aimed at originality
 Accelerate globalization
 Promote ROIC-focused management
 Maintain stable shareholder returns
 Contribute to the environment and society
 Promote DX
 Promote human capital management
 Continue and enhance corporate governance
Organic chemicals business Promote the development and commercialization of new agrochemicals, veterinary drugs, etc.
 Expand the Group’s global market share by maintaining the stable supply of agrochemicals
and reducing costs
 Acquire and maintain agrochemicals registration in countries around the world Expand sales of the veterinary drug PANOQUELLTM in the United States and develop sales
across major countries around the world
 Implement strategic and innovative sales initiatives, such as the use of multiple agrochemicals
sales companies
 Expand the business scale by promoting corporate acquisitions and corporate alliances, andintroducing other companies’ products Develop and commercialize products in the biological field
Inorganic chemicals business Structural reform of the inorganic chemicals business- Reorganization to establish the Inorganic Chemicals Sales & Marketing Headquarters- Full-scale shift of the product portfolio from general-purpose titanium dioxide to thefunctional materials domain- Focus and rationalization of manufacturing bases and product lineup Expand sales of electronic component materials and strengthen production capacity
 Business expansion by marketing new developed products and creating new business Enhance technical sales capabilities overseas
 Expand the business through alliances with other companies
 Achieve more favorable procurement terms for the main raw materials and fuel- 24 -

(5) Sustainable management
The Group upholds its corporate purpose — “to continue contributing to better living environments
through chemical technologies” — and actively promotes a range of specific measures to addressenvironmental and other issues as sustainable management initiatives.
Under this corporate purpose, we work to address ESG and the SDGs through our businesses,
envisaging a future as a global company loved by people and society, bringing them healthy, richand fulfilling lifestyles.
1) Environmental initiatives
To further the Group’s response to the urgent issue of climate change, we are striving toachieve a 30% reduction in CO2 emissions by 2030 (against fiscal 2019) and carbon neutrality
by 2050. As part of these efforts, in fiscal 2023, we ascertained the volume of greenhouse gas(GHG) emissions across the entire Group, including its supply chains. We also completed acompanywide analysis based on the framework (governance, strategy, risk management, andmetrics and targets) established by the Task Force on Climate-Related Financial Disclosures(TCFD), and disclosed the results. We will reduce GHG emissions by, for example, replacing
coal for boilers with low-carbon fuels, rebuilding the inorganic chemicals business, thoroughly
saving energy, using renewable energy, and improving facilities. At the same time, we will also
engage in creating systems to develop more environmentally friendly products andtechnologies. In addition, we will ascertain and analyze the ways that natural capital andbiodiversity impact business, and vice versa.

2) Social initiatives• Human rights initiatives
We engage in human rights due diligence based on the belief that it is vital to respect thehuman rights of all people related to our business activities. We are working to ascertain thestatus of any human rights issues at our suppliers or business partners based on the Group’s“Priority risks for human rights countermeasures.”• Human capital management initiatives
We believe that new value creation is crucial in this era of uncertainty, characterized by VUCA
(volatility, uncertainty, complexity, and ambiguity). This value creation is founded on theunited efforts of diverse human resources, brought together by a common goal and purpose. We
are focused on human capital management to further enhance human resources such as these.
To achieve Vision 2030, we need a corporate culture that pursues new, forward-looking
challenges and reforms and encourages innovation. We have therefore defined our vision forhuman resources as “people capable of understanding the essence of things, applying thisunderstanding, and ‘changing’ in order to ‘change’ them.” By basing our human resources
system and personnel evaluation system on this vision for human resources, we aim to reflect
the abilities, efforts, and achievements of each individual employee in the Group’s businessresults, facilitate the realization and enhancement of meaningful work, and enable eachindividual to grow together with society.
In terms of human resources development, specifically, we have established an education andtraining framework to achieve our vision for human resources under the following fiveexpressions of this vision.
1. Human resources with a sense of responsibility as professionals, who produce outstanding
results
2. Human resources with the ability to respond astutely and flexibly to change, as well as toovercome difficulties
3. Human resources who will apprehend the path forward for society and the issues to be
tackled, and drive progress
4. Human resources who constantly strive to advance one step further forwards andupwards, and continue to evolve
5. Human resources who can cooperate with stakeholders to grow together through work
- 25 -

Human resources are the source of our competitive strength, and we are also working toenhance education and training to support ambitious employees as they build their careers. By
rewarding the willingness to embrace challenges and take action, as well as emphasizing
diversity, we create workplace environments that enable all employees to achieve a sense of job
fulfilment. We aim to align the Group’s vision and the career vision of each employee so that
we can grow together.
Regarding health and productivity management, we are promoting various initiatives based on
the ISK Health Management Declaration. These efforts were recognized with our certification
as a Health & Productivity Management Outstanding Organization for 2024 (large enterprise
category). We will continue to engage in promoting health and productivity.
• Promoting DX
We promote DX aimed at strengthening the Group’s ability to adapt to changes in the businessenvironment and building a sustainable business model. We attained DX Certification in April
2024. We will continue to implement IT training for all employees and work to develop our
DX-literate human resources, as we upgrade our IT environment, including the use ofgenerative AI.
3) Governance initiatives
We have established the Sustainability Promotion Committee to oversee all aspects of theGroup’s sustainability activities.
The Sustainability Promotion Committee is chaired by the Executive Director, President andmainly composed of Executive Officers, under the supervision of the Board of Directors. The
Sustainability Promotion Committee meets at least twice each year, and matters requiring
approval are submitted for resolution by the Board of Directors. A system is in place to reporton the progress of the committee’s activities to the Board of Directors every three months.
2.

Trends in Assets and Income

Item

The 98th
fiscal year
ended
March 31,2021

(Millions of yen, unless otherwise specified)
The 101st
The 99thThe 100th
fiscal year
fiscal year
fiscal year
ended
March 31,
ended
ended
2024
March 31,
March 31,
(Current
2022
2023
fiscal year)
110,955
131,238
138,456
13,272
10,34914,850Net sales
101,774
Ordinary income
5,944
Net income attributable to
3,373
11,690
6,947
7,988
owners of parent
Net income per share (Yen)
84.41
292.58175.75209.27
Total assets
180,021
185,758
201,913
224,324
Total net assets
79,51591,86997,431
106,116
Note: The Company has applied the “Accounting Standard for Revenue Recognition” (ASBJ
Statement No. 29, March 31, 2020) and other guidance from the 99th fiscal year.
Assets and income from the 99th fiscal year onward are presented after the applicationof these accounting standards.

- 26 -

3. Significant Parent Companies and Subsidiaries, etc. (As of March 31, 2024)(1) Relationship with Parent
Not applicable.
(2) Significant Subsidiaries, etc.
1) Significant Subsidiaries
Name
ISK BIOSCIENCES K.K.

Ownership
Ratio (%)

Capital¥100 million

100

ISK AMERICASINCORPORATED

US$27,253 thousand

100

ISK BIOSCIENCES
EUROPE N.V.

€7,436 thousand

100

ISHIHARA TECHNO
CORPORATION¥100 million

100

FUJI TITANIUM
INDUSTRY CO., LTD.

¥450 million

100

Main BusinessAgrochemical sales
Management andadministration ofsubsidiaries in the
United States
Management of theEuropean agrochemicals
business; manufactureand sale ofagrochemicals
Trading
Manufacture and sale oftitanium dioxide,
functional materials, etc.
Manufacture and sale offunctional materials

MF MATERIAL CO.,80¥100 million
LTD.
[70]
ISK ENGINEERINGPARTNERS¥100 million
100
Construction
CORPORATION
Notes: 1. The figure shown in square brackets [ ] in the Ownership Ratio column represents
the indirect ownership ratio.
2. MF MATERIAL CO., LTD. was established on September 1, 2023.
2) Significant Affiliates
Name

Ownership
Ratio (%)

CapitalMain Business

15
Sale of materials related[15]
to agriculture
Note: The figure shown in square brackets [ ] in the Ownership Ratio column represents theindirect ownership ratio.
CERTIS BELCHIM B.V.

4.

€3,942 thousand

Principal Businesses (As of March 31, 2024)
Business Segment
Details of Business
Organic chemicals business
Manufacture and sale of herbicides, pesticides, fungicides,
plant growth regulators, organic intermediates andpharmaceuticals; manufacture and sale of veterinary drugs
Inorganic chemicals business
Manufacture and sale of titanium dioxide, functional
materials, electronics materials, plaster, etc.
Other businesses
Construction, trading, etc.

- 27 -

5.

Major Lenders (As of March 31, 2024)
Lender
SBI Shinsei Bank, Limited
Sumitomo Mitsui Banking Corporation
Development Bank of Japan Inc.
The Norinchukin BankJA Mie Shinren

Balance of Loans (in millions of yen)
11,042
8,716
6,107
4,467
3,680

- 28 -

II. Status of the Company
1.

Shares (As of March 31, 2024)(1) Total Number of Shares Authorized to be Issued

100,000,000 shares(2) Total Number of Shares Outstanding

40,383,943 shares(including 2,186,519 shares of treasury stock)
28,655 persons(3) Number of Shareholders(4) Major Shareholders (Top10)

Investment to the Company
Number of Shares ofShareholding Ratio
the Company Held(Thousand shares)(%)

Name of Shareholder

The Master Trust Bank of Japan, Ltd. (trust account)

5,516

14.44

MITSUI & CO., LTD.

2,019

5.29

Toagosei Co., Ltd.

1,722

4.51

Takateru Murakami

1,706

4.47

Custody Bank of Japan, Ltd. (trust account)

1,386

3.63

UPL Japan GK

1,170

3.06

Ishihara Sangyo Kaisha Client Stock Ownership
Association

1,096

2.87

Ishihara Sangyo Kaisha Employee Stock Ownership
Association

844

2.21

DFA INTL SMALL CAP VALUE PORTFOLIO

771

2.02

SBI Shinsei Bank, Limited

500

1.31

Notes: 1. The Company holds 2,186 thousand shares of treasury stock, but has been excluded
from the major shareholders shown above. The shareholding ratio is calculated after
deducting treasury stock.
2. Shares held by The Master Trust Bank of Japan, Ltd. (trust account) and Custody
Bank of Japan, Ltd. (trust account) are held in connection with their trust operations.
(5) Shares Delivered to Company Officers during the Current Fiscal Year as Consideration for the
Execution of Duties
Post
Number of shares
Number of recipients
Directors (excluding Outside Directors)
6,884 shares
6
Note: The details of the Company’s stock compensation are presented in “3. Company Officers(2) Compensation, etc. for Directors and Audit & Supervisory Board Members.”(6) Other Important Matters Concerning Shares
Not applicable.
- 29 -

2. Stock Acquisition Rights (As of March 31, 2024)
Not applicable.

3. Company Officers(1)

Directors and Audit & Supervisory Board Members (As of March 31, 2024)
Major Other Offices
Name
Posts
Responsibilities
Concurrently Held

Kenichi Tanaka

Director, Chairman

Hideo Takahashi

Executive Director,
President (President& Chief Executive
Officer)

Hiroshi Okubo

Executive Director(Senior Managing
Executive Officer)

Director of Corporate
Administration &Planning
Headquarters

Kiyomitsu Yoshida

Director(Senior Managing
Executive Officer)

Organic Chemicals
Business

Yasunobu Kawazoe

Director
Director of Finance &(Managing Executive Accounting
Headquarters
Officer)

Masaki Shimojo

Director of Inorganic
Chemicals Sales &MarketingDirector(Managing Executive Headquarters
Officer)
Assistant Director of
R&D Strategy
Headquarters

Tatsuo Hanazawa

Director

Satoshi Ando

Director

Akemi UchidaDirector

Director and Chairman at ISKAMERICASINCORPORATED

Director and Chairman at
ISHIHARA CORPORATION(U.S.A.)
Chairman at ISK TAIWAN
CO., LTD.

Attorney-at-law
Outside Director (Audit &Supervisory Committee
Member) of TOHO CO., LTD.

- 30 -

Name

Posts

Responsibilities

Major Other Offices
Concurrently HeldStanding Audit &Supervisory Board
MemberAudit & Supervisory Board
Member at ISHIHARATECHNO CORPORATION
Audit & Supervisory Board
Member at FUJI TITANIUM
INDUSTRY CO., LTD.
Audit & Supervisory Board
Member at MF MATERIAL
CO., LTD.
Audit & Supervisory Board
Member at ISKENGINEERING PARTNERSCORPORATION

Standing Audit &Supervisory Board
MemberAudit & Supervisory Board
Member at ISHIHARATECHNO CORPORATION
Audit & Supervisory Board
Member at ISK BIOSCIENCES
K.K.

Norihisa Kusumi

Standing Audit &Supervisory Board
MemberAudit & Supervisory Board
Member at ISK BIOSCIENCES
K.K.
Audit & Supervisory Board
Member at FUJI TITANIUM
INDUSTRY CO., LTD.
Audit & Supervisory Board
Member at ISKENGINEERING PARTNERSCORPORATION

Yasuhiro Koike

Audit & Supervisory
Board Member

Attorney-at-law

Yoshihito Akiyama

Yoichi Kobayashi

Notes:

1. Of the Directors, Mr. Tatsuo Hanazawa, Mr. Satoshi Ando and Ms. Akemi Uchida are
Outside Directors.
2. Of the Audit & Supervisory Board Members, Mr. Norihisa Kusumi and Mr. Yasuhiro
Koike are Outside Audit & Supervisory Board Members.
3. No special-interest relationships exist between the Company and TOHO CO., LTD.,at which Outside Director Mr. Satoshi Ando concurrently serves.
ISK BIOSCIENCES K.K., FUJI TITANIUM INDUSTRY CO., LTD. and ISK
ENGINEERING PARTNERS CORPORATION, at which Outside Audit &Supervisory Board Member Mr. Norihisa Kusumi concurrently serves, aresubsidiaries of the Company.
4. Audit & Supervisory Board Member, Mr. Yoshihito Akiyama has extensive
experience in accounting and administrative duties, and Audit & Supervisory Board
Member, Mr. Norihisa Kusumi has extensive experience in the operations of financial
institutions. Both individuals possess considerable knowledge of finance andaccounting.
5. Changes in Directors and Audit & Supervisory Board Members during the current
fiscal year were as follows:
1) At the conclusion of the 100th Ordinary General Meeting of Shareholders held on
June 28, 2023, Director Mr. Hiroshi Katsumata and Audit & Supervisory Board- 31 -

Members Mr. Taizo Kato, Mr. Yoshitaka Akikuni and Mr. Masaaki Harima left
office due to the expiration of their terms of office.
2) Ms. Akemi Uchida was newly elected and appointed to the post of Director, andMr. Yoichi Kobayashi, Mr. Norihisa Kusumi and Mr. Yasuhiro Koike were newly
elected and appointed to the post of Audit & Supervisory Board Member at the100th Ordinary General Meeting of Shareholders held on June 28, 2023.
3) Mr. Masaki Nakajima was elected as a substitute Audit & Supervisory Board
Member at the 100th Ordinary General Meeting of Shareholders held on June 28,2023.
6. Outside Directors Mr. Tatsuo Hanazawa, Mr. Satoshi Ando and Ms. Akemi Uchida,
and Outside Audit & Supervisory Board Members, Mr. Norihisa Kusumi and Mr.
Yasuhiro Koike have been registered with the TSE as Independent Officers as
stipulated by its regulations.
(2) Compensation, etc. for Directors and Audit & Supervisory Board Members
1) Decision policy regarding the amount and calculation method of compensation, etc.
for individual Directors
The standards for basic compensation and performance-linked compensation are
based on rank in accordance with the Officers Compensation Regulations decided by
the Board of Directors. Basic compensation is paid based on the Officers
Compensation Regulations, in amounts corresponding to the roles andresponsibilities of Directors and Executive Officers.
Compensation for Audit & Supervisory Board Members is determined throughdiscussion among Audit & Supervisory Board Members.
The maximum amount of compensation for Directors was determined as 460 million
yen per annum by the 82nd Ordinary General Meeting of Shareholders held on June29, 2005. There were 12 incumbent Directors at the conclusion of that Ordinary
General Meeting of Shareholders. The maximum amount of compensation for Audit& Supervisory Board Members was determined as 90 million yen per annum at the
71st Ordinary General Meeting of Shareholders held on June 29, 1994. There werefour incumbent Audit & Supervisory Board Members at the conclusion of that
Ordinary General Meeting of Shareholders. Only basic compensation is paid to
Outside Directors and Audit & Supervisory Board Members.
2) Details of performance indicators, the decision policy for calculating the amount or
number for performance-linked compensation, etc.
Under the Officers Compensation Regulations decided by the Board of Directors,
performance-linked compensation comprises annual performance-linked
compensation aimed at ensuring objectivity and linkage with the Company’s
financial results, and long-term performance-linked compensation. The amount ofannual performance-linked compensation is calculated and determined upon
comprehensive consideration of factors including the results of corporate activities,
such as net income attributable to owners of parent, and individual performance
evaluation. Long-term performance-linked compensation is calculated based on the
degree to which the net income targets under the Mid-Term Management Plan havebeen achieved.
(Targets and results for indicators associated with performance-linked compensation)
Consolidated operating indicator targets under the Mid-Term Management Plan
[Fiscal 2021]
Net income attributable to owners of parent: 3.6 billion yen (result: 11.6 billion
yen)[Fiscal 2022]
Net income attributable to owners of parent: 6.9 billion yen (result: 6.9 billion yen)
[Fiscal 2023]
Net income attributable to owners of parent: 12.4 billion yen (result: 7.9 billion
yen)- 32 -

3) Delegation of authority concerning the determination of compensation, etc. forindividual Directors
Compensation, etc. for individual Directors of the Company is proposed by
Executive Director, President, Mr. Hideo Takahashi, who is delegated authority by
resolution of the Board of Directors. It is then referred to the Compensation
Committee for deliberation, and determined the Executive Director, President after
discussion among Executive Directors, based on the report by the Compensation
Committee.
The reason for delegating this authority is that the Executive Director, President,
who chairs the Board of Directors, is most aptly suited to evaluating each Director
based on his or her rank, and in accordance with his or her responsibilities and roles,
etc., while maintaining a comprehensive view of the Company as a whole.
The details of compensation for individual Directors are determined after
deliberation by the Compensation Committee. The Compensation Committee
provides advice and recommendations, based on the information from officers’
compensation surveys carried out by third party firms, and each member’s insight,
before the decision is made, in order to ensure that the Executive Director, President
exercises his authority appropriately. The Board of Directors therefore deems thedetails of compensation for individual Directors to be in accordance with thedecision policy set forth above.
4) Details of non-monetary compensation, etc., and the decision policy for calculating
the amount or number for non-monetary compensation, etc. or the calculation
method thereof
At the 99th Ordinary General Meeting of Shareholders held on June 28, 2022, theCompany resolved to pay compensation for the grant of restricted stock to Directors(excluding Outside Directors) of the Company. The maximum total amount ofmonetary claims provided for the grant of restricted stock to Directors (excluding
Outside Directors) is 90 million yen per annum (not including compensation
received in the capacity of an employee, for Directors who serve concurrently as
employees), and the maximum total number of shares of common stock to be issued
or disposed by the Company is 95,000 shares. Six (6) Directors (excluding Outside
Directors) were in office at the conclusion of that Ordinary General Meeting of
Shareholders.
5) Decision policy for the proportions of compensation, etc. for individual Directors bytype
The proportions of basic compensation and performance-linked compensation, etc.
are proposed, taking into account each year’s financial results, etc., by the Executive
Director, President, who is delegated authority by resolution of the Board of
Directors. It is then referred to the Compensation Committee for deliberation, anddetermined by the Board of Directors, after discussion among Executive Directors,
based on the report by the Compensation Committee.
6) Decision policy on the timing and conditions for paying compensation, etc. to
Directors
It is prescribed in the Officers Compensation Regulations decided by the Board of
Directors that basic compensation shall be calculated per calendar month, that theamount for each month shall be paid on the same day as salaries for employees andthat performance-linked compensation, etc. shall be paid on the same day as summer
bonuses for employees, and that the timing and allocation of payments of restricted
stock compensation shall be determined by the Board of Directors.

- 33 -

7) Total amount of compensation, etc. for Directors and Audit & Supervisory Board
Members
Total Amount of Compensation, etc. by type(million yen)
Total Amount of
Number of
Post
Compensation,
Eligible
PerformanceRestrictedBasicetc. (million yen)
Recipients
linkedStock
Compensation
Compensation Compensation
Directors[of whom
249
205
34
8
10
Outside
[25]
[25]
[-]
[-]
[4]
Directors]
Audit &
Supervisory Board
Members
66
66
7[of whom
[30]
[30]
[-]
[-]
[4]
Outside Audit &Supervisory
Board Members)
Total
315
272
34
8
17
Notes: 1. The amounts of compensation, etc. and the number of recipients shown in thetable above include compensation, etc. for one Director and three Audit &Supervisory Board Members who retired at the conclusion of the 100th
Ordinary General Meeting of Shareholders held on June 28, 2023.
2. The amount shown for restricted stock compensation is the amount expensed in
the current fiscal year.
(3)

Summary of Agreement on Limitation of Liability
Pursuant to Article 427, Paragraph 1 of the Companies Act, the Articles of Incorporation stipulatethat the Company may enter into an agreement with an Outside Director or Outside Audit &Supervisory Board Member that sets a limit on the liability for damages under Article 423,
Paragraph 1 of the Companies Act. The limitation of liability, provided the Outside Director or
Outside Audit & Supervisory Board Member acted in good faith and without gross negligence,shall be the larger of an amount determined in advance, which shall be equal to or more than 10
million yen, and an amount prescribed by laws and regulations. Accordingly, the Company hasentered into liability limitation agreements with all Outside Directors and Outside Audit &Supervisory Board Members.

(4)

Summary of the Directors and Officers Liability Insurance Contract
The Company has concluded a directors and officers liability insurance contract with an insurancecompany, in accordance with the provisions of Article 430-3, Paragraph 1 of the Companies Act.
1) Insured parties
Directors, Audit & Supervisory Board Members and Executive Officers of the Company and its
subsidiaries and affiliates, and employees of the Company’s subsidiaries and affiliates inmanagement positions who may be subject to litigation at affiliates.
2) Summary of the insurance contract
The insurance covers legal damages and litigation expenses in the event that a claim fordamages is made against the insured during the insurance period due to improper actions(including errors of omission) committed by the insured in his/her capacity as such. However,individual officers, etc. are not covered by the insurance for damages arising from criminal acts
such as offering or receiving bribes, or intentional unlawful acts, to ensure the proper executionof duties by officers, etc. The Company is fully responsible for paying the insurance premium.

- 34 -

(5) Outside Directors and Outside Audit & Supervisory Board Members
1) Main activities of Outside Directors and Outside Audit & Supervisory Board Members
Post

Director

Director

DirectorStanding Audit &Supervisory Board
MemberAudit &
Supervisory Board
MemberName

Tatsuo Hanazawa

Main Activities
Mr. Tatsuo Hanazawa attended all 19 meetings ofthe Board of Directors held during the current
fiscal year. He expressed opinions as necessary,with an external perspective from an objective andneutral standpoint, utilizing his experience inpublic administration, especially of agricultural
policies both inside and outside Japan, and his
experience in the environmental field.

Satoshi Ando

Mr. Satoshi Ando attended all 19 meetings of theBoard of Directors held during the current fiscal
year. He expressed opinions as necessary with an
external perspective from an objective and neutral
standpoint, mainly utilizing professional
knowledge, cultivated as an attorney-at-law andabundant experience related to legal affairs, risk
management, finance and accounting.

Akemi Uchida

Ms. Akemi Uchida attended all 12 meetings ofthe Board of Directors held after she assumed
office in June 2023. She expressed opinions asnecessary with an external perspective from an
objective and neutral standpoint, utilizing her
extensive knowledge related to corporate
planning, human resources, risk management,
and financial and management accounting, as
well as her experience as manager of acompany engaged in the global development,
manufacture and sale of automotive press
components, refrigeration equipment, etc.

Norihisa Kusumi

Mr. Norihisa Kusumi attended all 12 meetingsof the Board of Directors and all 10 meetings of
the Audit & Supervisory Board held after heassumed office in June 2023. He expressed
opinions as necessary, with an external
perspective from an objective and neutral
standpoint, utilizing his wide-ranging knowledge
and insights cultivated at financial institutions
and his experience as a manager.

Yoshihisa Koike

Mr. Yoshihisa Koike attended all 12 meetingsof the Board of Directors and all 10 meetings of
the Audit & Supervisory Board held after heassumed office in June 2023. He expressed
opinions as necessary, with an external
perspective from an objective and neutral
standpoint, mainly utilizing his professional
knowledge and extensive experience ofcorporate legal affairs as an attorney-at-law.

- 35 -

2) Details of situations where decisions on the Company’s business policy or other matters werechanged due to the opinions of Outside Directors or Outside Audit & Supervisory Board
Members
Not applicable.
3) Any incident or scandal in business execution at the Company during the fiscal year that
violated laws, regulations, or the Articles of Incorporation, or were otherwise improper
Not applicable.
4) Duties performed in relation to expected roles of Outside Directors during the fiscal year
Outside Directors Mr. Tatsuo Hanazawa, Mr. Satoshi Ando and Ms. Akemi Uchida attended all
meetings of the Board of Directors held during the fiscal year. In addition, they attended all 12
meetings (Ms. Akemi Uchida attended the 9 meetings held after she assumed office) of the
Executive Management Committee, a body established under the Board of Directors to enableswifter decision making by the Board of Directors and more efficiently supervise and evaluate theexecution status of important items of business, held during the fiscal year. At these meetings, theyexpressed their opinions without reserve on overall important matters concerning management of
the Company and important items of business execution, based on their extensive experience andinsight.
5) Any opinions of Outside Directors or Outside Audit & Supervisory Board Members regarding
matters related to Outside Directors or Outside Audit & Supervisory Board Members
Not applicable.

- 36 -

4. Policy Regarding Decisions on Dividends of Surplus, etc.
One of the most important management policies of the Company is to return profits to ourshareholders while raising the Company’s corporate value.
The Company’s basic principle for dividends is to continue to implement stable dividend distribution
according to our business performance, taking into comprehensive consideration the business trends,
financial condition, and need to enhance our internal reserve for business expansion into the future.
Moreover, the Company has flexibly implemented repurchases of treasury stock to provide
shareholder returns with an awareness of the total return ratio.
Under the Mid-Term Management Plan “Vision 2030 Stage I,” we aimed to achieve a consolidated
payout ratio of 30% by the final year of the plan (fiscal 2023).
Based on this dividend policy, the Company requests the General Meeting of Shareholders to resolve
on a year-end dividend of 70 yen per share for the current fiscal year.
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Reference:
Amounts and numbers of shares presented in this business report have been rounded down to thenearest unit, and percentages have been rounded off to the nearest unit.

- 37 -

Consolidated Balance Sheet(As of March 31, 2024)

Description

ASSETS
Current assets
Cash and deposits
Notes receivable - trade
Accounts receivable - trade
Electronically recorded monetaryclaims - operating
Contract assets
Merchandise and finished goods
Work in process
Raw materials and supplies
Other
Allowance for doubtful receivables
Non-current assets
Property, plant and equipment
Buildings and structures
Machinery, equipment andvehiclesLand
Leased assets
Construction in progress
Other
Intangible assets
Software
Software in progress
Leased assets
Other
Investments and other assets
Investments in securities
Deferred tax assets
Retirement benefit asset
Other
Allowance for doubtfulreceivables

Amount[224,324]
161,173
19,982
3,053
39,025
1,617
779
52,3718,132
30,871
5,640(302)
63,15041,56012,983
12,966(Millions of yen)AmountLIABILITIES[118,207]
Current liabilities
53,056
Notes and accounts payable - trade20,974
Electronically recorded obligations 1,979
operating
Short-term bank loans
7,680
Current portion of long-term bank
7,600
loans
Current portion of bonds
968
Lease obligations
343
Accrued income taxes
1,439
Contract liabilities
39
Accrued expenses
4,317
Provision for bonuses
903
Provision for maintenance
405
Other
6,404
Description

Long-term liabilities

6,844
765
7,143
856
2,052
368
1,669
2
11
19,537
9,648
7,630
29
2,281
(52)

Bonds
Long-term bank loans
Lease obligations
Provision for implementation ofenvironmental and safety
arrangements
Retirement benefit liability
Asset retirement obligations
Other

65,1501,991
47,839492
195
12,00768
2,554

NET ASSETS
Shareholders’ equity
Common stock
Capital surplus[106,116]
101,928
43,42010,672Retained earnings

50,489Treasury stock
Accumulated other comprehensive
income (loss)
Valuation difference on availablefor-sale securities
Translation adjustments
Remeasurements of defined benefit
plans
Non-controlling interests
Total assets
224,324
Total liabilities and net assets
Note: Figures presented in the financial statements are rounded down to the nearest million yen.

- 38 -(2,653)
4,139
817
2,989
333
48
224,324

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

Description(Millions of yen)AmountNet sales

138,456

Cost of sales

101,354

Gross profit

37,101

Selling, general and administrative expenses

25,609Operating income

11,491Non-operating income
Interest income

191

Dividend income

236

Equity in earnings of affiliates

597

Foreign exchange gains

2,642

Gain on sales of raw materials

150

Reversal of allowance for environment andsafety improvement
Other

674
464

4,955

Non-operating expenses
Interest expense

625

Financial fee
Other

633
338

Ordinary income

1,597
14,850Extraordinary income
Gain on sale of non-current assets
Gain on sale of investment securities
Settlement income
Extraordinary losses
Loss on disposal of non-current assets
Impairment loss
Income before income taxes
Income taxes – current
Income taxes – deferred
Net income
Profit attributable to non-controlling interests
Net income attributable to owners of parent

39
47
2,077
534
6,967
1,911
(416)

Note: Figures presented in the financial statements are rounded down to the nearest million yen.

- 39 -

2,165

7,502
9,512
1,495
8,017
28
7,988

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

Description

ASSETS
Current assets
Cash and deposits
Notes receivable – trade
Accounts receivable – trade
Electronically recorded monetaryclaims - operating
Merchandise and finished goods
Work in process
Raw materials and supplies
Advance payments to suppliers
Prepaid expenses
Short-term loans receivable
Other
Allowance for doubtful receivables
Non-current assets
Property, plant and equipment
Buildings
Structures
Machinery and equipment
VehiclesTools, furniture and fixtures
Land
Leased assets
Construction in progress
Intangible assets
Software
Software in progress
Leased assets
Other
Investments and other assets
Investments in securities
Shares of subsidiaries and affiliates
Long-term loans receivable fromsubsidiaries and affiliates
Long-term loans receivable from
employees
Long-term prepaid expenses
Deferred tax assets
Other
Allowance for doubtfulreceivables

Amount[192,658]
137,107
13,3101,824
48,529542
42,2756,510
18,921
1,756
293
525
3,149
(531)
55,55029,9945,365
4,127
10,987
43
712
5,655
544
2,555
2,003
323
1,669
1
9
23,552
2,270
9,705

Description(Millions of yen)Amount[108,008]
48,827
18,661

LIABILITIESCurrent liabilities
Accounts payable – trade
Electronically recorded obligations –operating
Short-term bank loans
Current portion of long-term bank loans
Current portion of bonds
Lease obligations
Accrued income taxes
Contract liabilities
Accounts payable - otherAccrued expenses
Deposits received
Provision for bonuses
Provision for maintenance
Other

7,680
6,572
968
238
1,131
2
4,774
4,077
1,767
620
405
1,601

Long-term liabilities
Bonds
Long-term bank loans
Lease obligations
Long-term deposits received
Provision for retirement benefits

59,1801,991
44,337361
68
10,818Provision for implementation ofenvironmental and safety
arrangements

195

Asset retirement obligations
Other

NET ASSETS
Shareholders’ equity
Common stock
Capital surplus
4,796
Legal capital surplus
Other capital surplus
43
Retained earnings
1,545
Legal retained earnings
5,104
Other retained earnings
181
Retained earnings brought forward
Treasury stock(95)
Valuation and translation adjustments
Valuation difference on availablefor-sale securities
Total assets
192,658
Total liabilities and net assets
Note: Figures presented in the financial statements are rounded down to the nearest million yen.

- 40 -

325

68
1,337
[84,649]
83,99543,420
9,842
9,155
686
32,889773
32,115
32,115(2,157)654
654
192,658

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

Description(Millions of yen)AmountNet sales

109,055

Cost of sales

81,396Gross profit

27,659Selling, general and administrative expenses

19,018Operating income

8,640

Non-operating income
Interest income

47

Dividend income

1,966

Foreign exchange gains

2,653

Gain on sales of raw materials
Reversal of allowance for environment andsafety improvement
Other

150
674
453

5,945

Non-operating expenses
Interest expenses

579

Financial fee

617

Other

353

Ordinary income
Extraordinary income
Gain on sale of investment securities
Settlement income
Extraordinary losses
Loss on disposal of non-current assets
Impairment loss
Income before income taxes
Income taxes – current
Income taxes – deferred
Net income

1,551
13,034

47
2,077
429
6,967
1,326
444

Note: Figures presented in the financial statements are rounded down to the nearest million yen.

- 41 -

2,125

7,397
7,762
1,771
5,990

Accounting Auditor’s Audit Report on the Consolidated Financial Statements

Independent Auditor’s Report(English Translation)

May 15, 2024

To the Board of Directors
ISHIHARA SANGYO KAISHA, LTD.
Ernst & Young ShinNihon LLC
Osaka, Japan
Shunsuke Sakai
Designated Engagement Partner
Certified Public Accountant
Daiji Tokuno
Designated Engagement Partner
Certified Public Accountant
OpinionPursuant to Article 444, Paragraph 4 of the Companies Act, we have audited the accompanying
consolidated financial statements, which comprise the consolidated balance sheet, the consolidated
statement of income, the consolidated statement of changes in net assets, and notes to consolidated
financial statements of ISHIHARA SANGYO KAISHA, LTD. and its consolidated subsidiaries (the“Group”) applicable to the fiscal year from April 1, 2023 to March 31, 2024.
In our opinion, the accompanying consolidated financial statements present fairly, in all material
respects, the consolidated financial position and results of operations of the Group applicable to the fiscal
year ended March 31, 2024, in accordance with accounting principles generally accepted in Japan.
Basis for the Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Auditof the Consolidated Financial Statements section of our report. We are independent of the Group inaccordance with the ethical requirements in Japan that are relevant to our audit of the consolidated
financial statements, and we have fulfilled our other ethical responsibilities in accordance with theserequirements. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinion.
Other Information
Other information refers to the business report and supplementary schedules. Management is responsible
for the preparation and disclosure of other information. The Audit & Supervisory Board and its members
are responsible for overseeing performance of duties by directors in developing and operating thereporting process for other information.
Other information is not included in the scope of our opinion on the consolidated financial statements,
and we express no opinion on it.
Our responsibility with respect to the audit of the consolidated financial statements is to read throughother information and, in this process, to consider whether any material differences exist between otherinformation and the consolidated financial statements or knowledge we have gained through the auditing
process; also, to remain alert for any other indications of material error in other information.
We are required to report any matter that we consider constitutes a material error in other information,
based on the work we have undertaken.
We have nothing to report regarding other information.
- 42 -

Responsibilities of Management, the Audit & Supervisory Board and Its Members for the Consolidated
Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial
statements in accordance with accounting principles generally accepted in Japan, including theestablishment and operation of such internal control as management determines is necessary to enable
the preparation of consolidated financial statements that are free from material misstatement, whether
due to fraud or error.
In preparing the consolidated financial statements, management is responsible to evaluate whether it isappropriate to prepare the consolidated financial statements as a going concern. As required byaccounting principles generally accepted in Japan, if it is necessary for the Group to disclose mattersrelating to a going concern, the management has the responsibility to disclose such information.
The Audit & Supervisory Board and its members are responsible for overseeing performance of duties bydirectors in developing and operating the Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our responsibilities are to obtain reasonable assurance, based on the audit we conducted, about whether
the consolidated financial statements as a whole are free from material misstatement, whether due tofraud or error, and to issue an auditor’s report that includes our opinion regarding the consolidated
financial statements from an independent viewpoint. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these consolidated financial statements.
We perform the following procedure in accordance with auditing standards generally accepted in Japan,
while exercising professional judgment and maintaining professional skepticism throughout the audit
process: Identify and assess the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error. Design and perform audit procedures responsive to those risks. The
selection and application of audit procedures are at our discretion. Obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion.
 Consider internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances for our risk assessments, while the purpose of the audit of the consolidated
financial statements is not expressing an opinion on the effectiveness of the Group’s internal control.
 Evaluate the appropriateness of accounting policies and accounting methods adopted by the
management, the reasonableness of accounting estimates made by the management, and theappropriateness of the related notes to the consolidated financial statements.
 Conclude on the appropriateness of management’s use of the going concern basis of accounting and,based on the audit evidence obtained, whether a material uncertainty exists related to events orconditions that may cast significant doubt on the Group’s ability to continue as a going concern. If
we conclude that a material uncertainty regarding the going concern assumption exists, we are
required to draw attention in our auditor’s report that the related notes to the consolidated financial
statements should be considered. Or, if any note to the consolidated financial statements regarding
significant uncertainty is inadequate, we are required to express a modified opinion on the
consolidated financial statements. Our conclusions are based on the audit evidence obtained up to thedate of our auditor’s report. However, future events or conditions may cause the Group to cease tocontinue as a going concern.
 Evaluate whether the presentation of the consolidated financial statements and notes comply with thecorporate accounting principles generally accepted in Japan, and whether the overall presentation,
structure and contents of the consolidated financial statements, including the related notes, accurately
represent the underlying transactions and events.
 Obtain sufficient and appropriate audit evidence regarding the financial information of the Company
and its consolidated subsidiaries to express an opinion on the consolidated financial statements. We- 43 -

are responsible for the direction, supervision and performance of the audit of the consolidated
financial statements. We remain solely responsible for our audit opinion.
We communicate with the Audit & Supervisory Board and its members regarding the planned scope andtiming of the audit and significant audit findings, including any significant deficiencies in internal
control, that we identify during our audit, and other matters required by audit standards.
We also report to the Audit & Supervisory Board and its members that we have complied with the ethicalrequirements in Japan regarding independence that are relevant to our audit of the financial statements,
matters that are reasonably considered to affect the independence of us, and where applicable, related
measures implemented to remove factors that could hinder our independence and safeguards applied toreduce them to an acceptable level.
Interest
Our firm and its designated engagement partners do not have any interest in the Company and its
consolidated subsidiaries which is required to be disclosed pursuant to the provisions of the Certified
Public Accountants Act of Japan.

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Accounting Auditor’s Audit Report on the Non-consolidated Financial Statements

Independent Auditor’s Report(English Translation)

To the Board of Directors
ISHIHARA SANGYO KAISHA, LTD.

May 15, 2024

Ernst & Young ShinNihon LLC
Osaka, Japan
Shunsuke Sakai
Designated Engagement Partner
Certified Public Accountant
Daiji Tokuno
Designated Engagement Partner
Certified Public Accountant
OpinionPursuant to Article 436, Paragraph 2, Item 1 of the Companies Act, we have audited the accompanying
financial statements, which comprise the balance sheet, the statement of income, the statement ofchanges in net assets, and notes to financial statements, and the supplementary schedules thereto(“financial statements, etc.”) of ISHIHARA SANGYO KAISHA, LTD. (the “Company”) applicable tothe 101st fiscal year from April 1, 2023 to March 31, 2024.
In our opinion, the accompanying financial statements, etc. present fairly, in all material respects, thefinancial position and results of operations of the Company applicable to the fiscal year ended March 31,
2024, in accordance with accounting principles generally accepted in Japan.
Basis for the Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Auditof the Financial Statements, etc. section of our report. We are independent of the Company in accordancewith the ethical requirements in Japan that are relevant to our audit of the financial statements, and wehave fulfilled our other ethical responsibilities in accordance with these requirements. We believe thatthe audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Other Information
Other information refers to the business report and supplementary schedules. Management is responsible
for the preparation and disclosure of other information. The Audit & Supervisory Board and its members
are responsible for overseeing performance of duties by directors in developing and operating thereporting process for other information.
Other information is not included in the scope of our opinion on the financial statements, etc., and we
express no opinion on it.
Our responsibility with respect to the audit of the financial statements, etc. is to read through otherinformation and, in this process, to consider whether any material differences exist between otherinformation and the financial statements, etc. or knowledge we have gained through the auditing process;also, to remain alert for any other indications of material error in other information.
We are required to report any matter that we consider constitutes a material error in other information,
based on the work we have undertaken.
We have nothing to report regarding other information.

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Responsibilities of Management, the Audit & Supervisory Board and Its Members for the Financial
Statements, etc.
Management is responsible for the preparation and fair presentation of the financial statements, etc. inaccordance with accounting principles generally accepted in Japan, including the establishment andoperation of such internal control as management determines is necessary to enable the preparation offinancial statements, etc. that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, etc., management is responsible to evaluate whether it isappropriate to prepare the financial statements, etc. as a going concern. As required by accounting
principles generally accepted in Japan, if it is necessary for the Company to disclose matters relating to agoing concern, the management has the responsibility to disclose such information.
The Audit & Supervisory Board and its members are responsible for overseeing performance of duties bydirectors in developing and operating the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements, etc.
Our responsibilities are to obtain reasonable assurance, based on the audit we conducted, about whether
the financial statements, etc. as a whole are free from material misstatement, whether due to fraud or
error, and to issue an auditor’s report that includes our opinion regarding the financial statements, etc.
from an independent viewpoint. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements, etc.
We perform the following procedure in accordance with auditing standards generally accepted in Japan,
while exercising professional judgment and maintaining professional skepticism throughout the audit
process. We also: Identify and assess the risks of material misstatement of the financial statements, etc., whether due tofraud or error. Design and perform audit procedures responsive to those risks. The selection andapplication of audit procedures are at our discretion. Obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion.
Consider internal control relevant to the audit in order to design audit procedures that are appropriate in thecircumstances for our risk assessments, while the purpose of the audit of the financial statements, etc. is not
expressing an opinion on the effectiveness of the Company’s internal control.

Evaluate the appropriateness of accounting policies and accounting methods adopted by the management,
the reasonableness of accounting estimates made by the management, and the appropriateness of the related
notes to the financial statements, etc.

Conclude on the appropriateness of management’s use of the going concern basis of accounting and,based on the audit evidence obtained, whether a material uncertainty exists related to events orconditions that may cast significant doubt on the Company’s ability to continue as a going concern. If
we conclude that a material uncertainty regarding the going concern assumption exists, we are
required to draw attention in our auditor’s report that the related notes to the financial statements, etc.
should be considered. Or, if any note to the financial statements, etc. regarding significant uncertainty
is inadequate, we are required to express a modified opinion on the financial statements, etc. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Company to cease to continue as a going concern.
 Evaluate whether the presentation of the financial statements, etc. and notes comply with thecorporate accounting principles generally accepted in Japan, and whether the overall presentation,
structure and contents of the financial statements etc., including the related notes, accurately represent
the underlying transactions and events.
We communicate with the Audit & Supervisory Board and its members regarding the planned scope andtiming of the audit and significant audit findings, including any significant deficiencies in internal
control, that we identify during our audit, and other matters required by audit standards.
We also report to the Audit & Supervisory Board and its members with a statement that we havecomplied with the ethical requirements in Japan regarding independence that are relevant to our audit of- 46 -

the financial statements, matters that are reasonably considered to affect the independence of us, andwhere applicable, related measures implemented to remove factors that could hinder our independence
and safeguards applied to reduce them to an acceptable level.
Interest
Our firm and its designated engagement partners do not have any interest in the Company which is
required to be disclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.

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Audit & Supervisory Board’s Audit Report

Audit Report(English Translation)
The Audit & Supervisory Board prepared this audit report regarding the performance of duties byDirectors for the 101st fiscal year from April 1, 2023 to March 31, 2024, upon deliberation based on
audit reports from individual Audit & Supervisory Board Members and reports as follows.
1. Methods and Details of Audit by Audit & Supervisory Board and its members(1) The Audit & Supervisory Board established the audit policy, allocation of duties, etc., and received
reports from each Audit & Supervisory Board Member regarding the state of implementation of
his or her audits and results thereof, as well as received reports from Directors, etc., and theaccounting auditor regarding performance of their duties, and sought explanations as necessary.
(2) Each Audit & Supervisory Board Member complied with the auditing standards established by the
Audit & Supervisory Board, in accordance with the audit policy, allocation of duties, etc.,
communicated with the Directors, the internal audit department, other employees, etc., and madeefforts to collect information and improve the audit environment, and conducted audits by thefollowing methods:
1) We attended the meetings of the Board of Directors, the Executive Management Committee, andother important meetings, received reports from Directors, Executive Officers, employees, etc.,
regarding the state of performance of their duties, sought explanations as necessary, inspected
important approval documents, etc., and investigated the state of activities and property at thehead office and other main business offices of the Company. With respect to subsidiaries, wecommunicated and exchanged information with Directors, Audit & Supervisory Board Members,
employees, etc., of the subsidiaries, and ascertained the status of business, management andadministration.
2) With respect to the systems stipulated in Article 100, Paragraphs 1 and 3 of the Ordinance for
Enforcement of the Companies Act to ensure the proper business operation of a corporate groupcomposed of a parent and its subsidiaries, including systems to ensure compliance of the duties
performed by directors and reported in business reports with relevant laws, regulations and the
Articles of Incorporation of the Company (“internal control system”), the Audit & Supervisory
Board Members regularly received reports from Directors, Executive Officers, employees, etc.,
asked for explanations and expressed opinions as needed, regarding the resolutions adopted by
the Board of Directors on the establishment of such system, the system established in accordancewith the resolutions, and the status of improvement and operation of the system.
3) We monitored and verified whether the accounting auditor maintained independence andimplemented appropriate audits, and we received reports from the accounting auditor regarding
the state of performance of their duties and sought explanations as necessary. In addition, we
received notice from the accounting auditor that systems for ensuring that the correct
performance of duties (matters set forth in each item of Article 131 of the Regulation on
Corporate Accounting) are organized in accordance with the Standards for Quality Control of
Audit (Business Accounting Council) and other relevant standards, and sought explanations asnecessary.
Based on the above methods, we examined the business report and supplementary schedules thereto,
non-consolidated financial statements (non-consolidated balance sheet, non-consolidated statement ofincome, non-consolidated statement of changes in net assets, and related notes) and supplementaryschedules thereto, and the consolidated financial statements (consolidated balance sheet, consolidated
statement of income, consolidated statement of changes in net assets, and related notes) for the fiscal year
under review.

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2. Results of Audit(1) Results of audit of the business report and other relevant documents
1) We recognize the business report and supplementary schedules thereto represent the situation of
the Company correctly in accordance with laws, regulations, and the Articles of Incorporation.
2) We do not recognize any misconduct related to Directors’ execution of their duties or material
facts that constitute violations of laws, regulations or the Articles of Incorporation.
3) We recognize the contents of the resolutions by the Board of Directors regarding the internal
control system are appropriate. We do not recognize any matters to be noted on the contents ofthe business report regarding the said internal control system or Directors’ execution of duties.
(2) Results of the audit of the non-consolidated financial statements and supplementary schedules
theretoWe recognize the methods and results of audits by Ernst & Young ShinNihon LLC, theaccounting auditor, are appropriate.
(3) Results of the audit of consolidated financial statements
We recognize the methods and results of audits by Ernst & Young ShinNihon LLC, theaccounting auditor, are appropriate.
May 16, 2024
Audit & Supervisory Board,
ISHIHARA SANGYO KAISHA, LTD.
Standing Audit & Supervisory Board Member
Standing Audit & Supervisory Board Member
Standing Audit & Supervisory Board Member(Outside Audit & Supervisory Board Member)
Audit & Supervisory Board Member(Outside Audit & Supervisory Board Member)- 49 -

Yoshihito Akiyama
Yoichi Kobayashi
Norihisa Kusumi
Yasuhiro Koike