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

Securities Code: 4112
June 2, 2022
To our shareholders:
Yuto Matsumoto
President
Hodogaya Chemical Co., Ltd.
1-9-2 Higashi-Shimbashi, Minato-ku, Tokyo

Notice of the 164th Annual General Meeting of Shareholders
We are pleased to announce the 164th Annual General Meeting of Shareholders of Hodogaya Chemical Co., Ltd. (the“Company”), which will be held as indicated below.
Despite uncertainty regarding the end of the spread of the novel coronavirus disease (COVID-19), the Company has
decided to hold this meeting, taking appropriate measures beforehand to avoid infection.
We encourage shareholders to exercise your voting rights prior to the meeting in writing or by Smart Vote or theinternet. Regardless of your own state of health, you are urged to refrain from attending the meeting.
Please read the attached Reference Documents for the General Meeting of Shareholders and exercise your voting
rights by 5:45 p.m. on Thursday, June 23, 2022 (JST).
1. Date and Time: Friday, June 24, 2022 at 10:00 a.m. (Reception starts at 9:00 a.m.)
2. Venue:
Main hall, 2nd floor, The Industry Club of Japan
1-4-6 Marunouchi, Chiyoda-Ku, Tokyo
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 164th fiscal year (from April 1, 2021
to March 31, 2022), and the results of audits of the Consolidated Financial Statements by the Financial
Auditor and the Audit & Supervisory Committee
2. The Non-consolidated Financial Statements for the 164th fiscal year (from April 1, 2021 to March 31, 2022)
Matters to be resolved:
Proposal No. 1
Amendments to the Articles of Incorporation
Proposal No. 2
Election of Three Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)- If you attend the meeting in person, please submit the enclosed voting form at the reception of the meeting. In addition, you arekindly requested to bring this notice to the meeting.

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Guide to the Exercise of Voting Rights
Attending the meeting in person
Please bring the enclosed voting form and submit it to the reception desk on the day of the meeting.
Date and Time: Friday, June 24, 2022, at 10:00 a.m. (JST)
Venue: Main hall, 2nd floor, The Industry Club of Japan
Exercise of voting rights by mail (in writing)
Please indicate your approval or disapproval of the proposals in the enclosed voting form and then return the form to
the Company. If you submit this without indicating your approval or disapproval for each proposal, it will beconsidered that you indicated your approval.
* Please use the enclosed “Voting form writing protection sticker.”
Deadline for Exercising Voting Rights: Received by 5:45 p.m. on Thursday, June 23, 2022 (JST).
Exercise of voting rights by Smart Vote or the internet
Please access the website (https://soukai.mizuho-tb.co.jp/) via a smartphone or computer, and enter your vote of
approval or disapproval of each proposal by using the voting right exercise code and password shown on the enclosed
voting form and following on-screen instructions. Please refer page 6. (Only available in Japanese version)
Deadline for Exercising Voting Rights: All data entry to be completed no later than 5:45 p.m. on Thursday, June 23,
2022 (JST).
* If you exercise your voting right in duplicate both by mail (in writing) and via the internet, the Company will only
deem your exercise via the internet valid.
* If you exercise your voting rights via the internet more than once, the last exercise shall be deemed to be valid.

-2-Notice regarding measures to prevent the spread of the novel coronavirus disease (COVID-19)<Notice and request to our shareholders>● To prevent the spread of the novel coronavirus disease (COVID-19), considering the health and safety of ourshareholders as our highest priority, the Company recommends that you exercise your voting rights in writing or
by Smart Vote or the internet, and refrain from attending the meeting in person.
Please exercise your voting rights so that your vote is received by 5:45 p.m. on Thursday, June 23, 2022 (JST).
Please refer page 6 of the Notice of the Annual General Meeting of Shareholders. (Only available in Japaneseversion)● To reduce the risk of infection from contact, the social gathering after the meeting and the provision of gifts toattendants have been canceled.
Thank you for your understanding.
● Shareholders who plan to attend the meeting in person should pay close attention to their physical condition up to
the date of the meeting. If you have any cold symptoms or are not feeling well, carefully consider whether toattend the meeting without attending unnecessarily.
<Notice and request to our shareholders participating the meeting>● On the day of the meeting, temperature check will be conducted at the entrance of the venue.
Shareholders may be refused admission if they have a fever or in poor physical condition.
● We kindly ask for your cooperation to wear a medical mask and use alcohol disinfectant at the venue.
● We place the highest priority on the safety of our shareholders, and admission may be restricted to ensure social
distance to the meeting.
<Our measures>● Officers and staff members will wear a medical mask.
● Officers and staff members will participate the meeting, after undergoing body temperature measurement tests andconfirming their body condition at the day of the meeting.
If there are major changes regarding the General Meeting of Shareholders due to future developments, we will
announce them via the Company website. (https://www.hodogaya.co.jp/english/)-3-

Reference Documents for General Meeting of Shareholders
Proposal No. 1

Amendments to the Articles of Incorporation

1. Reasons for the Amendment
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, theCompany proposes to make the following changes to its Articles of Incorporation in preparation for the
introduction of the system for providing informational materials for the general meeting of shareholders inelectronic format.
(1) Article 16, paragraph (1) in “Proposed amendments” below will stipulate that the Company shall takemeasures for providing information that constitutes the content of reference documents for the general
meeting of shareholders, etc. in electronic format.
(2) Article 16, paragraph (2) in “Proposed amendments” below will establish the provision to limit the scopeof the items to be stated in the paper-based documents to be delivered to shareholders who requested thedelivery of paper-based documents.
(3) Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc. (Article 16 of the current Articles of Incorporation) will no longer
be required, they will be deleted.
(4) Accompanying the aforementioned establishment and deletion of provisions, supplementary provisions
regarding the effective date, etc. will be established.
2. Details of the amendments
Details of the amendments are as follows.
(Underlines indicate amended parts.)
Proposed Amendments

Current Articles of Incorporation(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
Article 16(Deleted)

When the Company convenes a general meeting ofshareholders, if it discloses information that is to be stated orpresented in the reference documents for the general meeting ofshareholders, business report, financial statements andconsolidated financial statements through the internet inaccordance with the provisions prescribed by the Ministry ofJustice Order, it may be deemed that the Company has
provided this information to shareholders.
(Measures, etc. for Providing Information in Electronic Format)(Newly established)

Article 16
1. When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders, etc. inelectronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to be delivered toshareholders who requested the delivery of paper-based
documents by the record date of voting rights.

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Proposed Amendments(Supplementary Provisions)(Newly established)

1. The deletion of Article 16 (Internet Disclosure and Deemed
Provision of Reference Documents for the General
Meeting of Shareholders, Etc.) in the pre-amended Articles
of Incorporation and the establishment of the new Article
16 (Measures, etc. for Providing Information in Electronic
Format) in the amended Articles of Incorporation shall beeffective from September 1, 2022, which is the date ofenforcement of the revised provisions provided for in theproviso to Article 1 of the Supplementary Provisions of the
Act Partially Amending the Companies Act (Act No. 70 of2019).
2. Notwithstanding the provision of the preceding paragraph,
Article 16 of the pre-amended Articles of Incorporation
shall remain effective regarding any general meeting ofshareholders held on a date within six months from
September 1, 2022.
3. These Supplementary Provisions shall be deleted on thedate when six months have elapsed from September 1,
2022 or three months have elapsed from the date of thegeneral meeting of shareholders in the preceding
paragraph, whichever is later.

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Proposal No. 2

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

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

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

1

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

Apr. 2014
Attendance at the Board of
Directors Meetings during fiscal
June 2015
2021
Nov. 201616/16 times

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

Number of theCompany’s shares
owned

7,800 shares

Reasons for nomination as candidate for Director
After joining the Company in April 1983, he worked in the Research & Development Department, has engaged inoperations of sales department including overseas business, and became Representative Director and President of theCompany in November 2016. He has extensive experience and knowledge and has been appropriately fulfilling his
duties. Therefore, the Company judges that he is qualified as Director of the Company.
Apr. 1981
Joined the Company
Kaoru Kasahara(July 18, 1956)
Apr. 2009
General Manager of Research PlanningManagement Department
Reelection
Apr. 2010
Executive Officer and General Manager ofResearch & Development Department
Tenure as Director (At theApr. 2015
Executive Officer and Deputy Supervisingconclusion of this meeting)*
Manager of Research & Development
5,000 shares
2 years
Department

2

June 2015
Director and Managing Executive Officer
Attendance at the Board ofJan. 2018
Managing Executive Officer
Directors Meetings during fiscal Nov. 2019
Senior Managing Executive Officer
2021
June 2020
Director and Senior Managing Executive(For meetings after the Director
Officer
took office)(current position)
16/16 times
Reasons for nomination as candidate for Director
Since joining the Company in April 1981, he has engaged in operations of the research & development and production
departments. Currently, he has extensive experience and knowledge for supervising the Research & Development
Department and Production Department of the Group, and has been appropriately fulfilling his duties. Therefore, theCompany judges he is qualified as Director of the Company.
* The period from June 2015 to December 2017 in which he served as Director is not included.

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Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1985
Apr. 2013

July 2013
Kenji Tsujitsugu(November 12, 1962)

Apr. 2015

New election
Tenure as Director (At theconclusion of this meeting)— years3

Apr. 2016

Attendance at the Board of
Directors Meetings during fiscal
2021— times
Apr. 2019

Apr. 2021

*
*
*

*

Joined The Industrial Bank of Japan, Limited
Executive Officer, General Manager of
Fukuoka Corporate Banking Division ofMizuho Corporate Bank, Ltd.
Executive Officer, General Manager of
Fukuoka Corporate Banking Division ofMizuho Bank, Ltd.
Managing Executive Officer, Head of Financial
Institutions & Public Sector Business Unit ofMizuho Financial Group, Inc.
Managing Executive Officer, Head of Financial
Institutions & Public Sector Business Unit ofMizuho Bank, Ltd.
Managing Executive Officer, Deputy Head ofCorporate & Institutional Company of Mizuho
Financial Group, Inc.
Managing Executive Officer, Head of Public &Financial Institutions Business Division ofMizuho Securities Co., Ltd.
Managing Executive Officer, in charge of
Global Investment Banking of Mizuho
Securities Co., Ltd.
Managing Executive Officer(current position)

Number of theCompany’s sharesowned

400 shares

Reasons for nomination as candidate for Director
Since joining the Company in April 2021, he has engaged in operations of the Corporate Planning Department andAccounting Department of the Group while utilizing his extensive experience and knowledge gained during his time in
the banking and securities field. Currently, he supervises the Accounting Department and assists in supervising the
Corporate Planning Department, and has been appropriately fulfilling his duties. Therefore, the Company judges he isqualified as Director of the Company.
There is no special interest between any of the candidates and the Company.
The responsibilities of each candidate at the end of the fiscal year are stated on pages 29 and 30 of this notice. (Only available inJapanese version)
The Company has entered into indemnification agreements as provided for in Article 430-2, paragraph (1) of the Companies Act with
Yuto Matsumoto and Kaoru Kasahara.
Under the indemnification agreements, the Company shall provide compensation for costs incurred under item (i) of the same
paragraph, and losses incurred under item (ii) of the same paragraph, to the extent permitted by laws and regulations.
If Yuto Matsumoto and Kaoru Kasahara are reelected, the Company plans to renew the aforementioned indemnification agreementswith them.
If the election of Kenji Tsujitsugu is approved, the Company plans to enter into the same indemnification agreement with him.
The Company has entered into a directors and officers liability insurance policy (D&O insurance policy), under which all Directors
are insureds, as provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance Company.
This insurance policy covers the damages payable and such costs as related litigation expenses incurred by the insured from claims
for damages against the insured during the insurance period arising from acts (including nonfeasance) carried out by the insured in
his/her capacity as an officer of the Company, and the premiums for the insured are fully borne by the Company.
If each candidate is elected and assumes office as Director, they will be included as an insured under the insurance policy.
The Company plans to renew the aforementioned insurance policy on December 1, 2022, which will be during every such candidate’s
term of office.

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