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 3, 2019
To our shareholders:
Yuto MatsumotoPresident
Hodogaya Chemical Co., Ltd.
2-4-1 Yaesu, Chuo-Ku, Tokyo

Notice of the 161st Annual General Meeting of Shareholders
You are cordially invited to attend the 161st Annual General Meeting of Shareholders of Hodogaya Chemical Co.,
Ltd. (the “Company”), which will be held as indicated below.
If you are unable to attend the meeting in person, you may exercise your voting rights in writing. Please review theattached Reference Documents for General Meeting of Shareholders, and indicate your approval or disapproval of
the proposals in the enclosed voting form and then return the form to the Company by postal mail so that your vote
is received by 5:45 p.m. on Monday, June 24, 2019 (JST).
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: Tuesday, June 25, 2019, 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 Monday, June 24, 2019 (JST).
1. Date and Time: Tuesday, June 25, 2019 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 161st fiscal year (from April 1,2018 to March 31, 2019), and the results of audits of the Consolidated Financial Statements by theFinancial Auditor and the Audit & Supervisory Committee
2. The Non-consolidated Financial Statements for the 161st fiscal year (from April 1, 2018 to March 31,2019)
Matters to be resolved:
Proposal No. 1
Election of Three Directors (Excluding Directors Who Are Audit & SupervisoryCommittee Members)
Proposal No. 2
Election of Four Directors Who Are Audit & Supervisory Committee Members
Proposal No. 3
Election of Two Substitute 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 are kindly requested to bring this notice to the meeting.

-1-Reference Documents for General Meeting of Shareholders
Proposal No. 1

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

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 noopinion.
Candidates for Director (excluding Directors who are Audit & Supervisory Committee Members) are as follows:
CandidateNo.

Name(Date of birth)
Toshikazu Kitano(October 28, 1949)
Reelection
Tenure as Director (At theconclusion of this meeting)
12 years

1

2

Career summary, position and responsibility in the Company,and significant concurrent positions outside the Company
Apr. 1973
June 2001
Apr. 2002
Mar. 2003

Mar. 2006
May 2007June 2007
Attendance at the Board ofDirectors Meetings during fiscal June 2008
June 20102018
Nov. 201615/15 times

Joined The Industrial Bank of Japan, Limited
Executive Officer, Secretary and GeneralManager of Human Resources Department
Managing Executive Officer of Mizuho Bank,Ltd.
Executive Managing Director of Mizuho
Corporate Bank, Ltd.
Deputy President of Mizuho Bank, Ltd.
Advisor of the Company
Director and Deputy President
Representative Director and President
Representative Director, President and CEO
Representative Director and Chairman(current position)

Number of theCompany’s shares
owned

8,300 shares

Reasons for nomination as candidate for Director
He has extensive experience and knowledge on the general business operations of the Group, and since joining theCompany in May 2007, he has been appropriately fulfilling his duties with strong leadership. Therefore, the Company
judges that he is qualified as Director of the Company.
Apr. 1983
Joined the Company
Yuto Matsumoto
June 2004
Director and President of HODOGAYA(November 19, 1960)
CHEMICAL (U.S.A.), INC.
Apr. 2010
General Manager of Color & Imaging Materials
Reelection
Division of the Company
Apr. 2012
General Manager of Imaging Materials
Tenure as Director (At theDivision
6,000 sharesconclusion of this meeting)Apr. 2013
General Manager of Business Promotion
4 years
Division
Apr. 2014
Executive Officer and General Manager ofAttendance at the Board ofBusiness Promotion Division
Directors Meetings during fiscal
June 2015
Director and Managing Executive Officer
2018Nov. 2016
Representative Director, President and CEO
15/15 times(current position)
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 hisduties. Therefore, the Company judges that he is qualified as Director of the Company.

-2-Candidate
No.

Name(Date of birth)

Career summary, position and responsibility in the Company,and significant concurrent positions outside the Company
Apr. 1975
June 2002

3Eiichi Sunada(June 24, 1951)

Apr. 2004
June 2005

Reelection

July 2006

Tenure as Director (At theconclusion of this meeting)
4 years

June 2008

Apr. 2011
Attendance at the Board ofDirectors Meetings during fiscal June 20142018
14/15 times
June 2015
Jan. 2018

Joined The Industrial Bank of Japan, Limited
General Manager of Legal & IntellectualProperty Department of the Company
General Manager of Compliance Department
Executive Officer and General Manager ofCompliance Department
Executive Officer and General Manager ofBusiness Innovation Department
Executive Officer, General Manager of Internal
Control Department and General Manager of IT
Planning & Administration Department
Managing Executive Officer and General
Manager of Internal Control Department
Managing Executive Officer and General
Manager of Legal Department
Director and Managing Executive Officer
Director and Senior Managing Executive
Officer(current position)

Number of theCompany’s shares
owned

4,000 shares

Reasons for nomination as candidate for Director
Since joining the Company in June 2002, he has engaged in operations of Legal, Internal Control, Internal Auditors andIT Departments of the Group. He has extensive experience and knowledge for supervising the Corporate Planning,
Legal, and Internal Auditors Departments, and has been appropriately fulfilling his duties. Therefore, the Company
judges he is qualified as Director of the Company.
* There is no special interest between any of the candidates and the Company.
* The responsibilities of each candidate at the end of the fiscal year are stated on page 31 and 32 of this notice. (Only available inJapanese version)-3-

Proposal No. 2Election of Four Directors Who Are Audit & Supervisory Committee Members

The terms of office of all five Directors who are Audit & Supervisory Committee Members will expire at theconclusion of this meeting.
Therefore, the Company proposes the election of four Directors who are Audit & Supervisory Committee Members.
In addition, the consent of the Audit & Supervisory Committee has been obtained for this proposal.
Candidates for Director who is an Audit & Supervisory Committee Member are as follows:
CandidateNo.

Name(Date of birth)

Satoshi Ebisui(September 25, 1949)

Career summary, position and responsibility in the Company,and significant concurrent positions outside the CompanyApr. 1973
June 1997June 2000

Reelection
June 2002
Tenure as Director (At theconclusion of this meeting)
19 years1

June 2008
Attendance at the Board ofJune 2010
Directors Meetings during fiscal
2018
June 2015
15/15 times

Joined the Company
General Manager of Corporate Planning
Department
Director and Assistant Deputy General
Manager of Business Division
Managing Director, General Manager ofBusiness Division, General Manager of Resin
Materials Division and General Manager ofChemicals Division
Senior Managing Director
Director and Senior Managing Executive
Officer
Director (Audit & Supervisory CommitteeMember)(current position)

Number of theCompany’s shares
owned

8,000 shares

Reasons for nomination as candidate for Director
Since joining the Company in April 1973, he has widely engaged in operations of Planning & Sales Department.
Currently, he has extensive experience and knowledge as Director who is an Audit & Supervisory Committee Member,and has been appropriately fulfilling his duties. Therefore, the Company judges he is qualified as Director who is anAudit & Supervisory Committee Member.

-4-CandidateNo.

Name(Date of birth)

Career summary, position and responsibility in the Company,and significant concurrent positions outside the CompanyApr. 1975

2

Number of theCompany’s shares
ownedJoined Ministry of International Trade andIndustry (currently Ministry of Economy, Tradeand Industry)
June 1995
Counsellor, Director-General’s Secretariat ofNational Land Agency
May 1997
Attached to Minister’s Secretariat of Ministry
Shuji Katoof International Trade and Industry(January 10, 1953)
Dec. 1997
Senior Economist of International Economic
Policy Study Group
Reelection
May 1999
Commissioner
Candidate for outside Director
Special Visiting Researcher of Japan Industrial
Independent Officer
Location Center
Dec. 2001
Joined BICCAMERA INC.
1,200 shares
Tenure as outside Director (AtRepresentative Director and President of Future
the conclusion of this meeting)
Ecology Co., Ltd.
6 years
Nov. 2003
Director of BICCAMERA INC.
Feb.
2010
Director, CSRO and Manager of Internal
Attendance at the Board ofControl OfficeDirectors Meetings during fiscalJune2013
OutsideAudit & Supervisory Board Member of2018
KOBAYASHI
YOKO CO., LTD. (currently
15/15 times
outside Director (Audit and Supervisory
Committee Member))Outside Director of the Company
June 2015
Outside Director (Audit & Supervisory
Committee Member)(current position)
Reasons for nomination as candidate for outside Director
He has cultivated a wide range of business experience at government agencies, and also has extensive knowledge andexperience as management. In June 2015, he assumed the office of Director who is an Audit & Supervisory CommitteeMember. Since then, he has been appropriately fulfilling his duties. Therefore, the Company judges he is qualified as
Director who is an Audit & Supervisory Committee Member.
Furthermore, the Company has submitted notification to Tokyo Stock Exchange that he has been appointed as anindependent officer as provided for by the aforementioned exchange. If he is elected as Director who is an Audit &Supervisory Committee Member, the Company plans for his appointment as an independent officer to continue.

-5-Candidate
No.

Name(Date of birth)

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

Nobuhiro Yamamoto(February 22, 1956)

Apr. 1979
June 2007

Reelection
Candidate for outside Director
Independent Officer

June 2009

Tenure as outside Director (Atthe conclusion of this meeting)
4 years

Oct. 2010
June 2012
June 2015

Joined The Norinchukin Bank
General Manager of Procedures & Operations
Planning Division
Director and General Manager of Panning
Control Department of The Cooperative
Servicing Co., Ltd.
Director and General Manager of BusinessOperations Department
Managing Director
Outside Director (Audit & Supervisory
Committee Member) of the Company(current position)

Number of theCompany’s shares
owned

700 shares

Attendance at the Board ofDirectors Meetings during fiscal
32018
15/15 times
Reasons for nomination as candidate for outside Director
Since assuming office of Director who is an Audit & Supervisory Committee Member in June 2015, he has beenutilizing his wide range of experience and knowledge accumulated over many years for the business activities of theCompany. It is expected that he will continue to appropriately fulfill his duties. Therefore, the Company judges he isqualified as Director who is an Audit & Supervisory Committee Member.
Furthermore, the Company has submitted notification to Tokyo Stock Exchange that he has been appointed as anindependent officer as provided for by the aforementioned exchange. If he is elected as Director who is an Audit &Supervisory Committee Member, the Company plans for his appointment as an independent officer to continue.
He comes from a financial institution that is a major loan provider for the Company, but 10 years have passed since heretired from the said financial institution in May 2009. Therefore, the Company has determined that there are noconcerns over his independence.
Apr. 1981
Joined Ministry of Agriculture, Forestry andMasaki Sakai
Fisheries (MAFF)(May 27, 1956)
July 2009
Deputy Director-General for Management
Improvement Bureau and Policy Evaluation
New election
Aug. 2011
Director-General, International Affairs
Candidate for outside Director
Department, Minister’s Secretariat
Independent Officer
Apr. 2013
Director-General, Statistics Department,
Minister’s Secretariat
0 shares
Tenure as outside Director (AtApr. 2014
Ambassador Extraordinary and Plenipotentiary
the conclusion of this meeting)to the Federated States of Micronesia and－Republic of Marshall Islands
4Aug. 2016
Advisor for Sompo Japan Nipponkoa Insurance
Attendance at the Board ofInc.
Directors Meetings during fiscal
Dec. 2018
Retired from Sompo Japan Nipponkoa
2018
Insurance Inc.
－(current position)
Reasons for nomination as candidate for outside Director
He has never been directly involved in the management of a company. However, it is expected that he will utilize hisextensive knowledge and experience cultivated both in Japan and overseas through his business activities over manyyears at government ministries, and that he will appropriately fulfill his duties for the Company. Therefore, theCompany judges he is qualified as Director who is an Audit & Supervisory Committee Member.
Furthermore, if he is elected as Director who is an Audit & Supervisory Committee Member, the Company plans for hisappointment as an independent officer as provided for by Tokyo Stock Exchange.
* 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 page 31 of this notice. (Only available in Japaneseversion)* Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has concluded an agreement with Shuji
Kato and Nobuhiro Yamamoto to limit liability for damages stipulated in Article 423, Paragraph 1 of the Act. The maximum
amount of liability for damages under this agreement is the minimum liability amount provided for under laws and regulations. If
the reelection of Shuji Kato and Nobuhiro Yamamoto is approved, the Company plans to continue the aforementioned agreements-6-with them. If the election of Masaki Sakai is approved, the Company plans to enter into the same limited liability agreement withhim.
* Shuji Kato, Nobuhiro Yamamoto and Masaki Sakai are candidates for outside Director.

-7-Proposal No. 3

Election of Two Substitute Directors Who are Audit & Supervisory Committee Members

The Company requests approval for the election of two substitute Directors who are Audit & Supervisory
Committee Members to be ready to fill a vacant position should the number of Directors who Audit & Supervisory
Committee Members fall below the number required by the laws and regulations.
The Company proposes the election of Norio Nishikawa as a substitute for Director who is an Audit & Supervisory
Committee Member (excluding outside Director) and the election of Yuji Yamashita as a substitute for outside
Director who is an Audit & Supervisory Committee Member.
In addition, the consent of the Audit & Supervisory Committee has been obtained for this proposal.
Candidates for substitute Director who is an Audit & Supervisory Committee Member are as follows:
CandidateNo.

Name(Date of birth)

Career summary, position and responsibility in the Company,and significant concurrent positions outside the Company
Apr. 1981
June 2003

Number of theCompany’s shares
ownedJoined the Company
General Manager of Resin Materials Division
and Chemicals Division
Apr. 2004
General Manager of Human Resources andGeneral Affairs Department
June 2010
President of HODOGAYA UPL Co., Ltd.
Norio Nishikawa(June 6, 1958)
Apr. 2011
Executive Officer of the Company, President of
2,400 shares
HODOGAYA UPL Co., Ltd.
Candidate for Director
Apr. 2014
Executive Officer of the Company, President of(Substitute)
Hodogaya Vandex Construction Products Co.,
1Ltd.
Apr. 2017
General Manager of General Affairs
Department of the Company
Jan. 2018
President of KATSURA SANGYO CO., LTD.
(current position)
Reasons for nomination as candidate for substitute Director
He joined the Company in April 1981 and has a wide range of business experience and knowledge at the Company andGroup companies. It is expected that he can take advantage of these for the business activities of the Company andappropriately fulfill his duties. Therefore, the Company judges he is qualified as substitute Director who is an Audit &Supervisory Committee Member.
Apr. 1979
Joined The Norinchukin Bank
June 2005
Hiroshima Branch Manager
Apr. 2007
General Manager of Head Office Business
Service Division
Apr. 2008
Audit & Supervisory Board Member ofYuji Yamashita
NOCHU INFORMATION SYSTEM CO.,(July 15, 1956)
LTD.
0 shares
Candidate for outside Director June 2011
Managing Director, Management Committee of(Substitute)
Coop building
Independent OfficerJune 2011
Part-time Audit & Supervisory Board Memberof Co-op Chemical Co., Ltd.
2June 2015
Full-time Audit & Supervisory Board Memberof Rasa Industries, Ltd.
(current position)
Reasons for nomination as candidate for substitute outside Director
He has a wide range of business experience and knowledge accumulated over many years at financial institutions andoperating companies. It is expected that he can take advantage of these for the business activities of the Company andappropriately fulfill his duties. Therefore, the Company judges he is qualified as substitute Director who is an Audit &Supervisory Committee Member.
He comes from a financial institution that is a major loan provider for the Company, but 10 years have passed since heresigned from the said financial institution in March 2008. Therefore, the Company has determined that there are noconcerns over his independence.
* There is no special interest between any of the candidates and the Company.

-8-* If Norio Nishikawa and Yuji Yamashita are elected as Directors who are Audit & Supervisory Committee Members, the Company
plans to enter into limited liability agreement respectively to limit their liability for damages under Article 423, paragraph 1 of theCompanies Act.
The maximum amount of liability for damages under this agreement is the minimum liability amount provided for under laws andregulations.
* Yuji Yamashita is scheduled to retire from the position of Full-time Audit & Supervisory Board Member of the Company at theconclusion of the Annual General Meeting of Shareholders of Rasa Industries, Ltd. to be held on June 27, 2019.

-9-