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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
Stock Exchange Code: 4997
November 29, 2019
To Shareholders with Voting Rights:
Yosuke Tomoi
Representative Director, President
NIHON NOHYAKU CO., LTD.
19-8, Kyobashi 1-Chome, Chuo-ku,
Tokyo, JapanNOTICE OF
THE 120TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 120th Ordinary General Meeting of Shareholders of NIHONNOHYAKU CO., LTD. (hereinafter referred to as the “Company”). The meeting will be held for the purposes
as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing or via theInternet. Please review the attached Reference Documents for the General Meeting of Shareholders and,following the instruction hereinafter described, exercise your voting rights by 5:25 p.m. on Thursday,
December 19, 2019, Japan time.
1. Date and Time:

Friday, December 20, 2019 at 10:00 a.m. Japan time

2. Place:

Large Hall of Tokyo Convention Hall on the 5th floor of Tokyo Square Garden
located at 1-1, Kyobashi 3-Chome, Chuo-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
120th Fiscal Year (October 1, 2018 - September 30, 2019) and results ofaudits by the Accounting Auditor and the Audit & Supervisory Board of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 120th Fiscal
Year (October 1, 2018 - September 30, 2019)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendment to the Articles of Incorporation
Proposal 2:
Election of 11 Directors
Proposal 3:
Election of 2 Audit & Supervisory Board Members
Proposal 4:
Determination of Amount and Details of Performance-linked Stock-based
Proposal 5:
Remuneration for Directors-1-

4. Instruction for Exercising Voting Rights:
If you are able to attend the General Meeting of Shareholders
Please submit the enclosed Voting Rights Exercise Form at the reception desk.
Friday, December 20, 2019 at 10:00 a.m. Japan time

Date and Time of the Meeting

If you are unable to attend the General Meeting of Shareholders, please exercise yourvoting rights either via postal mail or the Internet.
Exercise of voting rights by postal mailPlease indicate your approval or disapproval of the proposals on the attached Voting Rights Exercise Formand return it by the deadline.
Deadline of Exercise

Thursday, December 19, 2019 at 5:25 p.m. Japan time

Exercise of voting rights via the Internet
Please access the Company’s designated voting rights exercise website (https://www.web54.net) and use the“voting rights exercise code” and “password” indicated on the enclosed Voting Rights Exercise Form, andfollow the instructions on the screen to enter your vote for or against the proposals by the deadline.
For details, please refer to page 3.
Deadline of Exercise

Thursday, December 19, 2019 at 5:25 p.m. Japan time

If you exercise your voting rights using a smartphone, please use “Smart Voting.”* Please refer to the enclosed flier for details.
If your voting rights are exercised in duplicate both in writing and via the Internet, etc., the vote via theInternet, etc. shall be deemed valid. When voting rights are exercised multiple times via the Internet, etc., orin duplicate using a PC or smartphone, the last vote shall be deemed valid.

〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
◎ If you are exercising your voting rights by proxy, you can delegate the exercise of your voting rights toanother shareholder, who also owns voting rights. In such a case, please have your proxy submit awritten power of attorney.
◎ Based on the stipulations in relevant laws and regulations and Article 15 of the Company’s Articles ofIncorporation, the following items are posted on the Company’s website (https://www.nichino.co.jp/)(Japanese only) and are therefore not included in the Appendix to this convocation notice.
(1) “III. The system and policies of the Company” and “IV. Other significant matters concerning thecurrent status of the corporate group” in the Business Report(2) “Consolidated statement of changes in equity” and “Notes to the Consolidated Financial
Statements” in the Consolidated Financial Statements(3) “Statement of changes in equity” and “Notes to the Non-consolidated Financial Statements” in the
Non-consolidated Financial Statements◎ Should the Appendix to this convocation notice and the Reference Documents for the General Meetingof Shareholders require revisions, the revised versions will be posted on the Company’s website(https://www.nichino.co.jp/) (Japanese only).

-2-Instruction for Exercising Voting Rights via the Internet, etc.
Please access the Company’s designated website for exercising voting rights by one of the following methods,
and follow the instructions on the screen to enter your vote for or against the proposals.
Deadline of Exercise: Thursday, December 19, 2019 at 5:25 p.m. Japan time
(Please exercise your voting rights as early as possible to facilitate the counting of the voting results.)
Method of exercising voting rights by smartphone
By scanning the “smartphone voting rights exercise website login QR code®” indicated on the enclosed Voting
Rights Exercise Form, you can log in without entering the “voting rights exercise code” and “password.”
You can exercise your voting rights only once via smartphone.
* QR code is a registered trademark of DENSO WAVE INCORPORATED.
Please refer to the enclosed flier for details.

Method of entering the voting rights exercise code and password
Website for exercising voting rights: https://www.web54.net(1) Access the website.
(2) Log in and enter the voting rights exercise code.
(3) Enter the password.
(4) Follow the instructions on the screen to enter your approval or disapproval.
 Depending on the shareholder’s Internet access environment, service subscriptions, and device model, thewebsite for exercising voting rights may not be available.
 Shareholders shall bear service provider connection fees and telecommunications carrier service fees
(telephone fees, etc.) when using the website for exercising voting rights.

Inquiries: For inquiries as to the use of personal computers and smartphones
If you have any questions on the use of personal computers and smartphones in exercising the voting rights at
this website, please contact the following:
Stock Transfer Agency Website Support Help Desk, Sumitomo Mitsui Trust Bank, Limited.
Phone: 0120-652-031
Operating Hours: 9:00 a.m. to 9:00 p.m. (Available in Japanese only)
For other inquiries regarding shares, please contact the following:
Stock Transfer Agency Business Planning Department, Sumitomo Mitsui Trust Bank, Limited
Phone: 0120-782-031
Operating Hours: 9:00 a.m. to 5:00 p.m., excluding Saturdays, Sundays, and holidays (Available in Japanese
only)Institutional investors may use the “electronic voting rights exercise platform” operated by ICJ, Inc.

-3-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:
Appropriation of Surplus
The Company’s basic policy is to distribute stable and continuous dividend of profits to shareholders
through enhancing the corporate value by expanding the business revenue and strengthening financial
standing from the long-term perspective.
Taking into account the above policy and performance during the current fiscal year, the appropriation of
surplus for the 120th fiscal year is proposed as follows.
Matters concerning the year-end dividend:(1) Matters concerning the allotment of dividend property to shareholders and total amount thereof:
7.50 yen per share of the Company’s common stock, in a total amount of 590,813,333 yen
The annual dividend per share will be 15 yen per share, including the interim dividend paid of 7.50
yen per share.
(2) The effective date of the dividend of surplus
Monday, December 23, 2019-4-

Proposal 2:

Partial Amendment to the Articles of Incorporation

1. Reasons for the amendment
The Company’s fiscal year is from October 1 to September 30 of the following year. However, inorder to standardize our accounting period with that of ADEKA Corporation, the Company’s parent
company, and to achieve more efficient business operations in all aspects of our business
management, we will change our fiscal year to the period from April 1 to March 31 of the following
year. As a result, partial amendment will be made to the relevant Articles of Incorporation.
In addition, a supplementary provision will be established as a transitional measure in accordancewith the change to the fiscal year.
2. Content of the amendment
Content of the amendment is as follows:
Current
Article 1. to 12. (Omitted)(Amended parts are underlined)
Proposed amendment
Article 1. to 12. (Unchanged)(Record Date for Ordinary General Meeting of
Shareholders)
Article 13. The record date for voting rights at theCompany’s Ordinary General Meetingof Shareholders shall be September 30
of each year.

(Record Date for Ordinary General Meeting of
Shareholders)
Article 13. The record date for voting rights at theCompany’s Ordinary General Meetingof Shareholders shall be March 31 ofeach year.

Article 14. to 34. (Omitted)

Article 14. to 34. (Unchanged)(Fiscal Year)
Article 35. The Company’s fiscal year shall be one(1) year from October 1 to September
30 of the following year.

(Fiscal Year)
Article 35. The Company’s fiscal year shall be one(1) year from April 1 to March 31 of
the following year.

(Record Date of the Dividend of Surplus)
Article 36. The record date of the Company’s
year-end dividend shall be September
30 of each year.
2. In addition to the preceding paragraph,a dividend of surplus may be paid by
establishing a record date.

(Record Date of the Dividend of Surplus)
Article 36. The record date of the Company’s
year-end dividend shall be March 31
of each year.
2. In addition to the preceding paragraph,a dividend of surplus may be paid by
establishing a record date.

(Interim Dividend)
Article 37. The Company may pay an interim
dividend with March 31 of each year
as the record date upon the resolutionof the Board of Directors.

(Interim Dividend)
Article 37. The Company may pay an interim
dividend with September 30 of eachyear as the record date upon the
resolution of the Board of Directors.

Article 38. (Omitted)

Article 38. (Unchanged)

Supplementary Provision
Article 1. Notwithstanding the provisions ofArticle 35 (Fiscal Year), the 121st
Fiscal Year shall be six months from
October 1, 2019 to March 31, 2020.
Article 2. This Supplementary Provision shall be
removed at the conclusion of theOrdinary
GeneralMeetingof
Shareholders for the 121st Fiscal Year.

(Newly established)(Newly established)-5-

Proposal 3:

Election of 11 Directors

The terms of office of all 11 Directors will expire at the conclusion of this Ordinary General Meeting of
Shareholders. Accordingly, the Company proposes the election of 11 Directors.
The candidates for Director are as follows:
Name

1

Yosuke Tomoi

Representative Director, President

Reelection

2

Koji Shishido

Representative Director and Senior
Managing Executive Officer, andDivision Manager of Production Division

Reelection

3

Hirofumi Tomita

Director and Managing Executive Officer,
in charge of Corporate Planning Division,in charge of Research Division, andresponsible for Environment Safety Dept.

Reelection

4

Hirohisa Yano

Director and Senior Executive Officer,
and Division Manager of Market
Development Division

Reelection

Yoshiaki Higashino

Director and Senior Executive Officer,
and Division Manager of Administration
Division, responsible for Osaka Plant andGeneral Manager of Osaka Plant, andresponsible for special missions

Reelection

6

Hiroshi Yamanoi

Director and Senior Executive Officer,
and Division Manager of Industrial &Pharmaceuticals Sales Division

Reelection

7

Hideo Yamamoto

Director and Senior Executive Officer,
and Division Manager of Domestic Sales
Division

Reelection

8

Hiroyuki Iwata

Director and Senior Executive Officer,
and Division Manager of Overseas
Division

Reelection

9

Akio Kohri

DirectorReelection

10

Yasunori Matsui

DirectorReelection

Outside Indepen-

11

Iwao Toigawa

DirectorReelection

Outside Indepen-

5

Reelection

Reelection
Director candidate

Current positions and responsibilities

Attendance rate at
Board of Directors
meetings
100％(17 out of 17
meetings)
100％(14 out of 14
meetings)
100％(17 out of 17
meetings)
100％(17 out of 17
meetings)

No.

OutsideOutside Director
candidate

Independent

Attributes

100％(17 out of 17
meetings)

dent

dent

100％
(17 out of 17
meetings)
100％(14 out of 14
meetings)
100％(14 out of 14
meetings)
100％(17 out of 17
meetings)
100％(17 out of 17
meetings)
100％(17 out of 17
meetings)

Independent officer
stipulated by stock
exchanges, etc.

Note: Messrs. Koji Shishido, Hideo Yamamoto, and Hiroyuki Iwata were newly elected at the previous
year’s Ordinary General Meeting of Shareholders (held on December 21, 2018). Therefore, the number ofattendance at the Board of Directors meetings differs from the other candidates.

-6-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1980
December 2006

1

2

Number ofshares of theCompany held

Joined the Company
Executive Officer and General Manager of Corporate Planning
Dept., Corporate Office DivisionDecember 2007 Director and Executive Officer, General Manager of Corporate
Office Division, General Manager of Corporate Planning Dept.,
Corporate Office Division, and General Manager of Legal &Yosuke Tomoi
Auditorial Dept., Corporate Office Division of the Company(January 12, 1956) December 2008 Director and Executive Officer, General Manager of Corporate
Office Division, responsible for Secretarial Dept., and General
Manager of Secretarial Dept.
Reelection
December 2009 Director and Executive Officer, and Deputy Division Manager ofSales Division
Attendance rate at
29,724
Director and Executive Officer, Deputy Division Manager ofBoard of Directors August 2010
Sales Division, and General Manager of Sales Dept. 2, Sales
meetings
Division
100%
December 2011 Director and Managing Executive Officer, General Manager of(17 out of 17
Corporate Office Division, responsible for Secretarial Dept., andmeetings)
General Manager of Secretarial Dept.
December 2014 Director and Senior Managing Executive Officer, General
Manager of Corporate Office Division, responsible for
Secretarial Dept., in charge of Administration Division, andGeneral Manager of Secretarial Dept.
December 2015 Representative Director, President (current position)[Reason for election as a candidate for Director]
Mr. Yosuke Tomoi assumed the office of Representative Director, President of the Company in 2015 after having served as
Director of the Company from 2007. He has designed the Nichino Group vision and implemented growth strategies torealize that vision. The Company expects him to continuously steer the ongoing group management of the Company as abusiness administrator by drawing on these experiences and achievements.
[Special notes regarding the candidate for Director]
There are no special interests between Mr. Yosuke Tomoi and the Company.
April 1983
Joined Asahi Denka Co., Ltd. (current ADEKA Corporation)
June 2004
General Manager of Food Production Dept., Kashima Plant,
Koji Shishido
Asahi Denka Co., Ltd.
(December 20, 1959)
June 2010
Plant Manager of Kashima Plant, ADEKA Corporation
June 2014
General Manager of Production Management Dept., ADEKA
Reelection
Corporation
June 2016
Operating Officer and General Manager of Environmental
Attendance rate at
12,657
Protection Division, General Manager of Environmental Safety
Board of Directors& Quality Assurance Dept., ADEKA Corporation
meetings
April 2017
Operating Officer and General Manager of Environmental
100%
Protection Division, ADEKA Corporation(14 out of 14
December 2018 Representative Director and Senior Managing Executive
meetings)
Officer, and Division Manager of Production Division(current position)[Reason for election as a candidate for Director]
Mr. Koji Shishido has engaged in the management of ADEKA Corporation, the Company’s parent company, as its
Operating Officer. In addition, he has a wealth of experience serving many years as head of the production andenvironmental protection segments and broad insight. He assumed the office of Representative Director of the Company in2018, and is currently engaged in strengthening the Group’s production structure as Division Manager of the Production
Division. The Company expects him to contribute to revitalizing the Board of Directors by drawing on these experiences
and achievements.
[Special notes regarding the candidate for Director]
For the past 5 years, Mr. Koji Shishido served as an executive of ADEKA Corporation, the Company’s parent company.

-7-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1984

3

Number ofshares of theCompany held

Joined Mitsubishi Kasei Corporation (current Mitsubishi
Chemical Corporation)
October 2002
Joined the Company
December 2009 Research Center General Manager of Research & Development
Strategy Dept., Research & Development DivisionDecember 2012 Executive Officer and General Manager of Development Dept.,
Hirofumi Tomita
Research & Development Division(October 15, 1955) December 2014 Executive Officer, Deputy Division Manager of Research &Development Division, General Manager of Development Dept.,
Research & Development Division, and Product Development
Reelection
Manager of Research Center, Research & Development Division
August 2015
Executive Officer, Deputy Division Manager of Research &Attendance rate at
7,107
Development Division and General Manager of Development
Board of Directors
Dept., Research & Development Division
meetings
December 2015 Senior Executive Officer, Deputy Division Manager of Research
100%& Development Division, and General Manager of Development(17 out of 17
Dept., Research & Development Division
meetings)
December 2016 Director and Senior Executive Officer, Division Manager ofResearch Division, and responsible for Environment Safety
Dept.
December 2018 Director and Managing Executive Officer, in charge ofCorporate Planning Division, in charge of Research Division,and responsible for Environment Safety Dept. (current position)[Reason for election as a candidate for Director]
Mr. Hirofumi Tomita assumed the office of Director of the Company in 2016 and has worked to enhance drug discovering
capability and accelerate its development as head of the research and development segment. The Company expects him tocontinuously contribute to revitalizing the Board of Directors by drawing on these experiences and achievements.
[Special notes regarding the candidate for Director]
There are no special interests between Mr. Hirofumi Tomita and the Company.

-8-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1982
August 2007
December 2008
December 2011

4

Number ofshares of theCompany held

Joined the Company
General Manager of Secretarial Dept.
Hirohisa Yano
General Manager of Marketing Dept., Sales Division(July 16, 1958)
Executive Officer, Deputy Division Manager of Sales Division,
General Manager of Marketing Dept., Sales Division, andReelection
General Manager of Sales Dept. 2, Sales Division
August 2013
Executive Officer, Deputy Division Manager of Sales Division,
Attendance rate at
7,744
and General Manager of Marketing Dept., Sales Division
Board of Directors
December 2015 Director and Senior Executive Officer, and Division Manager of
meetings
Sales Division
100%
August 2017
Director and Senior Executive Officer, and Division Manager of(17 out of 17
Domestic Sales Division
meetings)
December 2018 Director and Senior Executive Officer, and Division Manager ofMarket Development Division (current position)[Reason for election as a candidate for Director]
Mr. Hirohisa Yano has broad experience and knowledge gained by serving in the Company’s sales segment and others. He
assumed the office of Director of the Company in 2015 and is currently engaged in promotion of the Company’s growthstrategies, while pursuing the development and cultivation of new markets as Division Manager of the Market Development
Division. The Company expects him to continuously contribute to revitalizing the Board of Directors by drawing on theseexperiences and achievements.
[Special notes regarding the candidate for Director]
There are no special interests between Mr. Hirohisa Yano and the Company.

-9-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1984

5

6

Number ofshares of theCompany held

Joined Mitsubishi Kasei Corporation (current Mitsubishi
Chemical Corporation)
October 2002
Joined the Company
Yoshiaki Higashino
December 2008 General Manager of Corporate Planning Dept., Corporate Office(May 12, 1958)
Division
December 2013 Executive Officer and General Manager of Corporate Planning
Reelection
Dept., Corporate Office DivisionDecember 2015 Senior Executive Officer, Division Manager of Corporate
Attendance rate at
Planning Division, General Manager of Corporate Planning
8,680
Board of Directors
Dept., Corporate Planning Division, and responsible formeetings
Secretarial Dept.
100%
December 2016 Director and Senior Executive Officer, and Division Manager of(17 out of 17
Market Development Division
meetings)
December 2018 Director and Senior Executive Officer, and Division Manager of
Administration Division, responsible for Osaka Plant andGeneral Manager of Osaka Plant, and responsible for special
missions (current position)[Reason for election as a candidate for Director]
Mr. Yoshiaki Higashino has broad knowledge and experience gained by serving in the corporate planning and market
development segments of the Company. He assumed the office of Director of the Company in 2016, and is currently
engaged in strengthening the administration segment as Division Manager of the Administration Division. The Company
expects him to continuously contribute to revitalizing the Board of Directors by drawing on these experiences andachievements.
[Special notes regarding the candidate for Director]
There are no special interests between Mr. Yoshiaki Higashino and the Company.
April 1981
Joined Adeka Argus Chemical Co., Ltd. (current ADEKA
Corporation)
June 2007
General Manager of Additives Solution Dept., Polymer
Additives R&D Laboratory, ADEKA Corporation
Hiroshi Yamanoi
October 2010
General Manager of Additives Solution Dept., Polymer(January 22, 1958)
Additives R&D Laboratory, ADEKA Corporation
May 2011
General Manager of Overseas Business Promotion Office,Reelection
Corporate Planning Dept., ADEKA Corporation
June 2014
General Manager of Affiliated Companies Support Office,Attendance rate at
6,763
Corporate Planning Dept., ADEKA Corporation
Board of Directors
October 2016
Joined the Company
meetings
Executive Adviser of Chemical Products Division100%
December 2016 Director and Senior Executive Officer, and Division Manager of(17 out of 17
Chemical Products Division
meetings)
December 2018 Director and Senior Executive Officer, and responsible for
Pharmaceuticals Dept.
August 2019
Director and Senior Executive Officer, and Division Manager ofIndustrial & Pharmaceuticals Sales Division (current position)[Reason for election as a candidate for Director]
Mr. Hiroshi Yamanoi has worked to promote and support overseas businesses in the corporate planning department of
ADEKA Corporation, in addition to having engaged in research and development of additives solution at that company. He
assumed the office of Director of the Company in 2016, and is currently engaged in strengthening the chemical products
business as Division Manager of the Industrial & Pharmaceuticals Sales Division. The Company expects him tocontinuously contribute to revitalizing the Board of Directors by drawing on these experiences and achievements.
[Special notes regarding the candidate for Director]
In the past, Mr. Hiroshi Yamanoi served for 5 years as an executive of ADEKA Corporation, the Company’s parent
company.

- 10 -

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1985
August 2006
December 2013

7

8

Number ofshares of theCompany held

Joined the Company
General Manager of Sales Dept. 1, Sales Division
General Manager of Accounting and System Dept.,
Hideo Yamamoto
Administration DivisionDecember 2015 Executive Officer, Deputy Division Manager of Sales Division,(August 10, 1962)
and General Manager of Marketing Dept., Sales DivisionDecember 2016 Executive Officer, Deputy Division Manager of Sales Division,
Reelection
and General Manager of Technical Service & Promotion Dept.,
Sales Division
Attendance rate at
5,225
Board of Directors December 2017 Executive Officer, Deputy Division Manager of Domestic Sales
Division, General Manager of Technical Service & Promotion
meetings
Dept., Domestic Sales Division, and General Manager of Sales
100%
Dept. 1, Domestic Sales Division(14 out of 14
August 2018
Executive Officer and Deputy Division Manager of Domestic
meetings)
Sales DivisionDecember 2018 Director and Senior Executive Officer, and Division Manager ofDomestic Sales Division (current position)[Reason for election as a candidate for Director]
Mr. Hideo Yamamoto has broad experience and knowledge gained by serving in the domestic sales and administration
segments of the Company. He assumed the office of Director of the Company in 2018, and is engaged in strengthening thedomestic businesses as Division Manager of the Domestic Sales Division. The Company expects him to contribute torevitalizing the Board of Directors by drawing on these experiences and achievements.
[Special notes regarding the candidate for Director]
There are no special interests between Mr. Hideo Yamamoto and the Company.
Hiroyuki Iwata
April 1986
Joined the Company(November 3, 1963) December 2013 General Manager of Sales Dept. 1, Sales Division
August 2016
General Manager attached to Division Manager of Overseas
Division
Reelection
December 2016 Executive Officer, Deputy Division Manager of Overseas
Division, and General Manager of Sales Dept. Asia, Overseas
Attendance rate at
8,304
Division
Board of Directors
December 2017 Executive Officer and Division Manager of Overseas Division
meetings
December 2018 Director and Senior Executive Officer, and Division Manager of100%
Overseas Division (current position)(14 out of 14
meetings)[Reason for election as a candidate for Director]
Mr. Hiroyuki Iwata has broad experience and knowledge gained by serving in the domestic and overseas sales segments of
the Company. He assumed the office of Director of the Company in 2018, and is engaged in strengthening the overseas
businesses as Division Manager of the Overseas Division. The Company expects him to contribute to revitalizing the Boardof Directors by drawing on these experiences and achievements.
[Special notes regarding the candidate for Director]
There are no special interests between Mr. Hiroyuki Iwata and the Company.

- 11 -

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1971
June 2008

9

Number ofshares of theCompany held

Joined Asahi Denka Co., Ltd. (current ADEKA Corporation)
Director and Operating Officer, Division Manager of Food
Division, and General Manager of China Food BusinessAkio Kohri
Promotion Dept., ADEKA Corporation(December 21, 1948)
June 2010
Director and Managing Operating Officer, General Manager ofCorporate Planning Dept., responsible for New Business
Reelection
Promotion Office, and Chairman of Facility Investment
Committee, ADEKA Corporation
Attendance rate at─President of ADEKA Corporation
Board of Directors June 2012
December 2013 Director of the Company (current position)
meetings
June 2018
Chairman and Chief Executive Officer of ADEKA Corporation
100%(current position)(17 out of 17(Significant concurrent positions)
meetings)
Chairman and Chief Executive Officer of ADEKA Corporation
Outside Audit & Supervisory Board Member of Zeon Corporation[Reason for election as a candidate for Director]
Mr. Akio Kohri serves as Chairman and Chief Executive Officer of ADEKA Corporation, the Company’s parent company.
He has engaged in business administration in the manufacturing industry for many years and has a wealth of experience andbroad insight. The Company has continuously selected him as a candidate for Director, because the Company believes that
he is adequate to serve as Director.
[Liability limitation agreement]
The Company has entered into an agreement with Mr. Akio Kohri to limit his liability under Article 423, Paragraph 1 of theCompanies Act. Subject to the approval of his election as Director, the Company intends to continue the agreement to limit
his liability to the amount stipulated by laws and regulations.
[Special notes regarding the candidate for Director]
For the past 5 years to the present, Mr. Akio Kohri has been serving as an executive of ADEKA Corporation, theCompany’s parent company.

- 12 -

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 198410

Number ofshares of theCompany held

Full-time lecturer of Department of Commerce, Faculty ofCommerce at Takachiho University of Commerce (current
Takachiho University)
April
1987
Associate professor of Department of Commerce, Faculty of
Yasunori Matsui
Commerce,
Takachiho University of Commerce(March 3, 1956)
April 1990
Visiting researcher of the University of Exeter, U.K.
April 1994
Associate professor of Business Department, College ofReelection
Economics, Rikkyo University
April 1995
Professor of Business Department, College of Economics,
OutsideRikkyo University
April 2006
Professor of Global Business Department, College of Business,
Independent─Rikkyo University
PhD (Accounting) (Rikkyo University)
Attendance rate at March 2007
Board of Directors April 2008
President of Graduate School of Business Administration
meetings(MBA), Rikkyo University
100%
April 2012
Dean, College of Business, Rikkyo University(17 out of 17
December 2014 Director of the Company (current position)
meetings)
April 2016
Professor of Department of Business, College of Business,
Rikkyo University (current position)(Significant concurrent positions)
Professor of Department of Business, College of Business, Rikkyo University[Reason for election as a candidate for Outside Director]
Mr. Yasunori Matsui has broad knowledge and insight in business administration gained through many years of experience
as a university professor (in accounting and business administration), and has provided the Company with opinions andadvice on the Company’s overall management from an objective perspective. Although he has no experience in being
involved in corporate management except as an outside officer, the Company has continuously selected him as a candidate
for Outside Director, because, in addition to the reasons mentioned above, the Company believes that he is capable ofadequately executing duties relevant to the position based on his solid track record of fulfilling the responsibilities as
Outside Director of the Company. He will have served as Outside Director for 5 years at the conclusion of this Ordinary
General Meeting of Shareholders.
[Matters concerning independence]
Mr. Yasunori Matsui satisfies the requirements for independent officer stipulated by the Tokyo Stock Exchange andIndependence Standards for Appointment of Independent Officers set forth by the Company. The Company has designatedhim as an independent officer and notified the Exchange to that effect. Subject to the approval of his election as Outside
Director, the Company will notify the Exchange of his ongoing designation as an independent officer.
[Liability limitation agreement]
The Company has entered into an agreement with Mr. Yasunori Matsui to limit his liability under Article 423, Paragraph 1of the Companies Act. Subject to the approval of his election as Director, the Company intends to continue the agreement tolimit his liability to the amount stipulated by laws and regulations.
[Special notes regarding the candidate for Director]
There are no special interests between Mr. Yasunori Matsui and the Company.

- 13 -

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1991

Iwao Toigawa(August 22, 1953)
Reelection
OutsideIndependent
Attendance rate at
Board of Directors
meetings
100%(17 out of 17
meetings)
11

Registered as attorney-at-law (Tokyo Bar Association) andjoined Watanabe Kijuro Law Office
July 2001
Established Toigawa Law Office
April 2005
Part-time lecturer, Graduate School of Law (Law School) of
Keio University
May 2006
Established Hibiya T&Y Law Office (current position)
December 2011 Audit & Supervisory Board Member of the Company
December 2015 Director of the Company (current position)(Significant concurrent positions)
Attorney-at-law
Outside Director of KOSÉ Corporation

Number ofshares of theCompany held─

[Reason for election as a candidate for Outside Director]
Mr. Iwao Toigawa has expertise as an attorney-at-law, and a wealth of experience and broad insight in corporate legal
affairs, and has provided the Company with opinions and advice on the Company’s overall management from an objective
perspective. Although he has no experience in being involved in corporate management except as an outside officer, theCompany has continuously selected him as a candidate for Outside Director because, in addition to the reasons mentioned
above, the Company believes that he is capable of adequately executing duties relevant to the position based on his solid
track record of fulfilling the responsibilities as Outside Director of the Company. He will have served as Outside Director
for 4 years at the conclusion of this Ordinary General Meeting of Shareholders.
[Matters concerning independence]
Mr. Iwao Toigawa satisfies the requirements for independent officer stipulated by the Tokyo Stock Exchange andIndependence Standards for Appointment of Independent Officers set forth by the Company. The Company has designatedhim as an independent officer and notified the Exchange to that effect. Subject to the approval of his election as Outside
Director, the Company will notify the Exchange of his ongoing designation as an independent officer.
[Liability limitation agreement]
The Company has entered into an agreement with Mr. Iwao Toigawa to limit his liability under Article 423, Paragraph 1 of
the Companies Act. Subject to the approval of his election as Director, the Company intends to continue the agreement tolimit his liability to the amount stipulated by laws and regulations.
[Special notes regarding the candidate for Director]
There are no special interests between Mr. Iwao Toigawa and the Company.

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Proposal 4:

Election of 2 Audit & Supervisory Board Members

The terms of office of Audit & Supervisory Board Members, namely Mr. Haruhiko Tomiyasu and Ms.
Yoshiko Oshima will expire at the conclusion of this Ordinary General Meeting of Shareholders.
Accordingly, the election of 2 Audit & Supervisory Board Members is proposed.
The Audit & Supervisory Board has given its approval to this proposal.
The candidates for Audit & Supervisory Board Member are as follows:
No.

Name
(Date of birth)

Past experience, positions,and significant concurrent positions
April 1979
July 2005
June 2007
June 2009

Haruhiko Tomiyasu(July 7, 1956)
December 2009
Reelection
June 2010
Attendance rate at
Board of Directors
meetings
100%(17 out of 17
meetings)

1

Attendance rate at
Audit & Supervisory
Board meetings
100%(8 out of 8 meetings)

June 2012

June 2014

June 2015

Number ofshares of theCompany held

Joined The Dai-Ichi Kangyo Bank, Limited (current Mizuho
Financial Group, Inc.)
General Manager of Administration Division, Mizuho Bank, Ltd.
Full-time Audit and Supervisory Board Member, ADEKA
Corporation
Director and Operating Officer, responsible for Legal & Public
Relations Dept. and Financial & Accounting Dept., andChairman of Internal Control Promotion Committee, ADEKA
Corporation
Audit & Supervisory Board Member of the Company (current
position)
Director and Operating Officer, responsible for Information
Systems Dept., ADEKA Corporation
Director and Operating Officer, responsible for Human

Resources Dept., Financial & Accounting Dept. andInformation Systems Dept., ADEKA Corporation
Director and Managing Operating Officer, responsible for
Human Resources Dept., Financial & Accounting Dept. andInformation Systems Dept., and Chairman of Internal Control

─

Promotion Committee, ADEKA Corporation
Director and Managing Operating Officer, responsible for

Human Resources Dept., Financial & Accounting Dept. andProcurement & Logistics Dept., and Chairman of Internal
Control Promotion Committee, ADEKA Corporation
June 2018

Director and Senior Managing Operating Officer, Assistant to
President, responsible for Secretarial Dept., Human Resources
Dept., and Procurement & Logistics Dept., and Chairman ofInternal Control Promotion Committee, ADEKA Corporation(current position)(Significant concurrent position)
Director and Senior Managing Operating Officer, ADEKA Corporation[Reason for election as a candidate for Audit & Supervisory Board Member]
Mr. Haruhiko Tomiyasu is a Director and Senior Managing Operating Officer of ADEKA Corporation, the Company’s
parent company. The Company has continuously selected him as a candidate for Audit & Supervisory Board Member
because the Company believes that he is adequate to serve as Audit & Supervisory Board member based on his wealth ofexperience and broad insight gained as an executive officer of a listed company.
[Liability limitation agreement]
The Company has entered into an agreement with Mr. Haruhiko Tomiyasu to limit his liability under Article 423, Paragraph
1 of the Companies Act. Subject to the approval of his election as Audit & Supervisory Board Member, the Company
intends to continue the agreement to limit his liability to the amount stipulated by laws and regulations.
[Special notes regarding the candidate for Audit & Supervisory Board Member]
For the past 5 years to the present, Mr. Haruhiko Tomiyasu has been serving as an executive of ADEKA Corporation, theCompany’s parent company.

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No.

Name(Date of birth)

Past experience, positions,and significant concurrent positions

Yoshiko Oshima
April 1988
Registered as attorney-at-law (Dai-Ichi Tokyo Bar Association)(November 10, 1956)
and joined Nishimura & Sanada (current Nishimura & Asahi)
May 1989
Joined Legal Affairs Department, Esso Sekiyu K.K. (current
Reelection
JXTG Nippon Oil & Energy Corporation)
July 1991
Joined Blakemore & Mitsuki
OutsideAugust 1994
Joined Atsumi & Usui (current Atsumi & Sakai)
July 1995
Joined Coudert Brothers LLP (New York)
Independent
May 1997
Established Oshima Law Office (current position)
July 2013
Started practice as a certified public tax accountant (current
Attendance rate at
position)
Board of Directors September 2018 Audit & Supervisory Board Member of the Company (current
meetings
position)
100%(Significant concurrent positions)(17 out of 17
Attorney-at-law
meetings)
Certified public tax accountant

2

Number ofshares of theCompany held─

Attendance rate at
Audit & Supervisory
Board meetings
100%(8 out of 8 meetings)[Reason for election as a candidate for Outside Audit & Supervisory Board Member]
Although Ms. Yoshiko Oshima has not been involved in corporate management except as an outside officer, the Company
has continuously selected her as a candidate for Outside Audit & Supervisory Board Member because the Company
believes that she is adequate to serve as Outside Audit & Supervisory Board Member in order to conduct audits from a fair,
objective, and independent perspective based on her expertise as an attorney-at-law and a certified public tax accountant,along with the legal knowledge and experience developed over the years through her professional career. She will have
served as Outside Audit & Supervisory Board Member for 1 year and 3 months at the conclusion of this Ordinary General
Meeting of Shareholders.
[Matters concerning independence]
Ms. Yoshiko Oshima satisfies the requirements for independent officer stipulated by the Tokyo Stock Exchange andIndependence Standards for Appointment of Independent Officers set forth by the Company. The Company has designatedher as an independent officer and notified the Exchange to that effect. Subject to the approval of her election as Outside
Audit & Supervisory Board Member, the Company will notify the Exchange of her ongoing designation as an independent
officer.
[Liability limitation agreement]
The Company has entered into an agreement with Ms. Yoshiko Oshima to limit her liability under Article 423, Paragraph 1of the Companies Act. Subject to the approval of her election as Audit & Supervisory Board Member, the Company intends
to continue the agreement to limit her liability to the amount stipulated by laws and regulations.
[Special notes regarding the candidate for Audit & Supervisory Board Member]
There are no special interests between Ms. Yoshiko Oshima and the Company.

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Proposal 5:

Determination of Amount and Details of Performance-linked Stock-based Remuneration
for Directors

1. Reasons for proposal and reasons that the remuneration system is deemed reasonable
Remuneration for the Company’s Directors comprises “basic remuneration” and “bonuses.” This
proposal requests approval for the introduction of a new performance-linked stock-based remuneration
system (hereinafter “the System”) for the Company’s Directors (excluding Outside Directors andnon-executive Directors; hereinafter the same shall apply). We would like to ask you to leave the details of
the System to the discretion of the Board of Directors within the framework of 2. below.
The objective of the System is to enhance the awareness of Directors to contribute to the improvementof the Company’s medium- to long-term business performance and an increase in its corporate value by
more clearly linking the remuneration of Directors with the Company’s business performance and sharevalue, whereby Directors share the benefits and risks associated with share price fluctuations withshareholders. Therefore, we believe that the introduction of the remuneration system is reasonable.
This proposal is separate from and in addition to the maximum annual remuneration for Directors (300
million yen; excluding remuneration for duties performed in the capacity of employee in the case of
persons serving as both Director and employee) approved at the 92nd Ordinary General Meeting of
Shareholders held on December 19, 1991, and would provide new performance-linked stock-based
remuneration to eligible Directors holding office in the two fiscal years (18 months) from the fiscal year
ending March 31, 2020 to the fiscal year ending March 31, 2021 (hereinafter “the Applicable Period”).
If Proposal 3 “Election of 11 Directors” is approved as proposed, the number of Directors subject to the
System would be eight persons.
* If this proposal is approved as proposed, the Company plans to introduce a similar stock-based
remuneration system for executive officers who have entered into an engagement agreement with theCompany.
* This proposal becomes effective subject to approval of Proposal 2 “Partial Amendment to the Articles
of Incorporation.”
2. Amount and content of remuneration, etc., under the System(1) Overview of the System
The System is a stock-based remuneration system in which a trust established and funded by theCompany (hereinafter, “the Trust”) acquires shares of the Company, and the Company grants each Director
the number of shares of the Company equivalent to the number of points it has awarded each Director,
through the Trust.
In principle, Directors are granted shares of the Company at the time of their retirement from office.
1. Persons eligible for the System
2. Applicable Period
3. Maximum amount of money contributed by theCompany as necessary funds for the Trust to acquire
shares of the Company to be granted to the persons
eligible for the System in 1. during the Applicable
Period in 2.
4. Methods of acquisition of the shares of Company
5. Maximum number of points awarded to thepersons eligible for the System in 1.
6. Criteria for awarding of points
7. Period during which shares of the Company are
granted to the persons eligible for the System in 1.

The Company’s Directors (excluding Outside
Directors and non-executive Directors)
From the fiscal year ending March 31, 2020 to thefiscal year ending March 31, 2021 (18 months)
75 million yen in total

Disposition of treasury stock or acquisition from thestock market (including in after-hours trading)
250,000 points during the two fiscal years of the
Applicable Period (18 months) in 2.
Points are awarded according to the position andachievement level of performance targets
In principle, upon retirement(2) Maximum amount of money contributed to the Trust by the Company
The initial trust period for the Trust is approximately one year and seven months. The Company will

- 17 -

contribute an amount of money not exceeding 75 million yen as funds necessary for the acquisition ofshares of the Company to be granted to Directors during the Applicable Period as remuneration for eligible
Directors in office during the Applicable Period in accordance with the System, and establish the Trust,with Directors who fulfill certain requirements being designated as beneficiaries. The Trust acquires sharesof the Company either through disposition of treasury stock of the Company or acquisition from the stock
market (including in after-hours trading) using funds entrusted by the Company.
Note: The monetary amount to be actually entrusted to the Trust by the Company shall include
estimated necessary expenses such as trust fees and compensation for the trust administrator, etc.,
in addition to the funds required to acquire shares of the Company as stated above.
In addition, in the event that a similar stock-based remuneration system is introduced forexecutive officers who have entered into an engagement agreement with the Company, the funds
required to acquire shares of the Company to be granted to executive officers in accordance with
the System shall also be entrusted to the Trust.
Each time the Applicable Period expires, the Company may continue the System by a resolution of theCompany’s Board of Directors by extending the Applicable Period in increments of three fiscal years andby extending the trust period of the Trust accordingly (including by effective extension of the trust period
by transferring the trust assets of the Trust to another trust established by the Company for the same
purpose as the Trust; hereinafter the same shall apply). In this event, during the extended Applicable Period,
the Company shall contribute an additional amount not exceeding 150 million yen to the Trust as additional
funds for acquiring shares of the Company necessary to be granted to Directors under the System for eachextended Applicable Period, and will continue to award points as described in (3) below and grant shares of
the Company.
In addition, even if the Applicable Period is not extended and the System is not continued as describedabove, when there are Directors who have accumulated points but not yet retired from office as at the
expiration of the trust period, the Company may extend the trust period of the Trust until such Directors
retire from office and the granting of shares of the Company from the Trust is completed.
(3) Methods for calculating the number of shares of the Company to be granted to Directors and the upperlimit(i) Method for awarding points to Directors
In accordance with the Share Grant Regulations established by the Company’s Board of Directors,
the Company awards each Director points based on their position and achievement level of
performance targets on the point-award date during the trust period stipulated in the Share Grant
Regulations.
However, the total number of points to be awarded to all Directors by the Company during the two
fiscal years (18 months) of the Applicable Period shall not exceed 250,000 (after the extension of the
Applicable Period, 500,000 points for each extended Applicable Period of 3 fiscal years).
(ii) Granting of shares of the Company in accordance with points to be awarded
Directors receive grants of shares of the Company in accordance with their accumulated number ofpoints awarded as described in (i) above, following the procedures in (iii) below.
One point is equivalent to one share of the Company. However, reasonable adjustment may be madeto the shares of the Company, if there has been a share split, share consolidation, or other change ofcircumstances where it is deemed reasonable to adjust the number of shares of the Company to be
granted, in accordance with the ratio of the share split or share consolidation.
(iii) Granting of shares of the Company to Directors
Granting of shares of the Company in (ii) above to each Director shall be conducted by the Trust
upon the performance of the prescribed beneficiary determination procedure at the time of theretirement of each Director.
Nevertheless, in order for the Company to withhold tax payment funds, such as withholding income
tax, a certain proportion of the shares of the Company may be sold by the Trust and converted into
cash and granted to Directors in lieu of the shares of the Company. Also, in the event where the sharesof the Company in the Trust have been converted to cash due to a settlement following circumstancessuch as subscription to tender offer of shares of the Company held in the Trust, the Trust may conduct
the granting in the form of cash in lieu of shares of the Company.
(iv) Exercise of voting rights
Voting rights associated with the shares of the Company held in the Trust shall not be exercised at all,- 18 -

in accordance with instructions from the trust administrator, who is independent of the Company andthe Company’s officers, in order to ensure neutrality towards the management of the Company withrespect to the exercise of voting rights relating to shares of the Company held in the Trust.
(vi) Handling of dividends
Dividends relating to the shares of the Company held in the Trust shall be received by the Trust to be
used to acquire shares of the Company and for trust fees to be paid to the trustee relating to the Trust.
(Reference)
For an outline of the System, please refer to the “Notice Regarding the Introduction of
Performance-linked Stock-based Remuneration System for Officers” dated November 12, 2019.

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(Reference)
Independence Standards for Appointment of Independent Officers
1. In order to serve as an independent officer of the Company, he/she shall not fall under any of thefollowing categories of persons.
(1) A person who is an executive director, executive officer, manager, or other employee(hereinafter collectively referred to as an “Executive Director, etc.”) of the Company or anyof its subsidiaries, or a person who was an Executive Director, etc., of the Company during
the past 10 years prior to assuming the office of independent officer (if the person has, at any
time during those past 10 years, served as a non-executive director [meaning a director who
does not fall under the criteria of an executive director; hereinafter the same shall apply],
audit & supervisory board member or accounting advisor of the Company or any of its
subsidiaries, during the past 10 years prior to assuming the office of such position).
(2) A major shareholder of the Company (meaning a shareholder holding 10% or more of thevoting rights; hereinafter the same shall apply). If such major shareholder is a corporation, aperson who is an executive director, executive officer, corporate officer, manager or other
employee of such corporation, or the parent company or any of the major subsidiaries ofsuch corporation (hereinafter collectively referred to as an “Executive Person”), or an
Executive Person thereof during the last three years.
(3) A person whose major business partner is the Company or any of its subsidiaries (meaning aperson who received payment equivalent to 2% or more of the Company’s consolidated
annual sales for the most recent fiscal year from the Company or any of its subsidiaries;
hereinafter the same shall apply). If such person is a corporation, a person who is an
Executive Person of such corporation, or has been an Executive Person at any time during
the three fiscal years prior to the most recent fiscal year.
(4) A major business partner of the Company (meaning a person who made payments equivalent
to 2% or more of the Company’s consolidated annual sales for the most recent fiscal year to
the Company; hereinafter the same shall apply). If such person is a corporation, a person
who is an Executive Person of such corporation, or has been an Executive Person at any time
during the three fiscal years prior to the most recent fiscal year.
(5) A person who is a director (limited to those who are responsible for the business execution)of an organization (for example, public interest incorporated foundation, public interest
incorporated association, non-profit corporation, etc.), which received donations or grants
exceeding ¥10 million per year on average over the past three fiscal years, from theCompany or any of its subsidiaries, or a person who is an officer, corporate member or
employee who executes business of such organization.
(6) A person who is an Executive Person of a corporation which has accepted director(s) (either
full-time or part-time) from the Company or any of its subsidiaries, or of the parent company
or any of the subsidiaries of such corporation.
(7) A person who is an Executive Person, or has been an Executive Person in the last three
years, of a financial institution or other major creditor (hereinafter referred to as a “Major
creditor, etc.”) that is essential to the Company’s financing and is relied upon by theCompany to the extent that there is no substitute, or the parent company or any of major
subsidiaries of such major creditor, etc.
(8) A person who is currently an accounting auditor, certified public accountant (or tax
accountant) who serves as accounting advisor, or a member, partner or employee of anauditing firm (or tax accountant office) for the Company or any of its subsidiaries.

- 20 -

(9)A person who has been an accounting auditor, certified public accountant (or tax accountant)
who served as accounting advisor, or a member, partner or employee of an auditing firm (ortax accountant office) who has actually engaged in the auditing operations (excluding
assisting involvement) for the Company or any of its subsidiaries over the last three years(including those who are currently retired from or have left the relevant organization).
(10) A person who is an attorney-at-law, certified public accountant, tax accountant or any otherconsultant that does not fall under items (8) or (9) above, and has received monetary or any
other financial benefits of ¥10 million or more per year on average over the past three years,
in addition to directors’ remuneration, from the Company or any of its subsidiaries.
(11) A person who is a member, partner, associate or employee of a law firm, audit firm, tax
accountant office, consulting firm or any other professional advisory firm which does not
fall under items (8) or (9) above, and has received payment of ¥10 million or more per year
on average over the past three years, from the Company or any of its subsidiaries.
(12) A person who is a spouse, relative within the second degree of kinship, or a co-habiting
relative of a person specified in any of the items above.
2. In order to serve as an independent officer of the Company, it is required that he/she be free fromrisk of developing a substantive conflict of interest on a constant basis with the Company’s generalshareholders for reasons other than those covered by Paragraph 1 above.
3. Even if he/she falls under any of the categories set forth in Paragraph 1 above, when the Company
believes that the individual is appropriate to be appointed as an independent officer of the Company
based upon his/her personal quality and insight, it may appoint such individual as an independent
officer on the condition that it explains to the public that he/she satisfies the requirements for outside
director or outside audit & supervisory board member set forth by the Companies Act, and provides
reasons why it considers he/she be appropriate for its independent officer.

- 21 -