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: 7942
June 7, 2024
Start date of measures for electronic provision: June 4, 2024
To Our Shareholders:

Tomohiko Okubo, President and Representative Director
JSP Corporation
3-4-2 Marunouchi, Chiyoda-ku, Tokyo

Notice of the 66th Annual General Meeting of Shareholders
We would like to notify you that JSP Corporation (the “Company”) will hold its 66th Annual General Meeting of
Shareholders as follows.
When convening this general meeting of shareholders, the Company takes measures for providing informationthat constitutes the content of reference documents for the general meeting of shareholders, etc. (matters forwhich measures for providing information in electronic format are to be taken) in electronic format, and posts
it on each website below. Please access one of the websites to review the information.
Website that reference documents for the general meeting of shareholders are listed:
https://d.sokai.jp/7942/teiji/ (in Japanese)
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “Issue name (company name)” or “theCompany’s securities code,” and click “Search.” Then, click “Basic information” and select “Documents for public
inspection/PR information.” Under “Filed information available for public inspection,” click “Click here for access”
under “[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting].”)If you are not attending the Meeting on the date, you may exercise your voting rights by either of the following
methods. Please examine the Reference Documents for the General Meeting of Shareholders, and exercise
your voting rights.
[In case of exercising your voting rights by electromagnetic means (via the Internet)]
Please access the voting website designated by the Company (https://evote.tr.mufg.jp/) and follow the onscreen instructions to enter your approval or disapproval of the proposals by 5:30 p.m. on Wednesday, June
26, 2024 (JST).
If you exercise your voting rights both by the Voting Rights Exercise Form and by electromagnetic means (via
the Internet), the exercise of voting rights by electromagnetic means (via the Internet, etc.) shall be deemedvalid. If you exercise your voting rights more than once by electromagnetic means (such as via the Internet,etc.), the last exercise of voting rights shall be deemed effective.
[In case of exercising your voting rights in writing]
Please indicate your approval or disapproval of the proposals on the Voting Rights Exercise Form and return
it so that it arrives no later than 5:30 p.m. on Wednesday, June 26, 2024 (JST).
When you exercised your voting rights in writing (by mail) and did not indicate your vote for or against
proposals, it will be deemed that you approved proposals.

-1-1. Date and Time: Thursday, June 27, 2024 at 10:00 a.m. (JST) (the reception starts at 9:00 a.m.)
2. Venue:
Conference Room of the Company Head Office (Shin Nisseki Bldg., 5th Floor)
3-4-2 Marunouchi, Chiyoda-ku, Tokyo
3. Purpose of the Meeting
Matters to be reported:
1. Business Report, Consolidated Financial Statements and Audit Reports of Consolidated Financial
Statements by the Financial Auditor and the Audit & Supervisory Board for the 66th Fiscal Year (from April
1, 2023 to March 31, 2024).
2. Non-consolidated Financial Statements for the 66th Fiscal Year (from April 1, 2023 to March 31, 2024)
Matters to be resolved:
Proposal No. 1
Election of 12 Directors
Proposal No. 2
Election of 3 Audit & Supervisory Board Members
Proposal No. 3
Revision of Remuneration Amount for Audit & Supervisory Board Members
1. If you are attending the Meeting on the date, please submit the Voting Rights Exercise Form at the reception of the Meeting venue.
2. Among the matters subject to measures for electronic provision, in accordance with the provisions of laws and regulations and the
Articles of Incorporation of the Company, the following matters are not provided in the paper-based documents delivered toshareholders who have made a request for delivery of such documents. The Audit & Supervisory Board Members and the Financial
Auditor have audited the documents subject to audit, including the following matters.
(1) Systems to ensure the appropriateness of Business Report and the status of operation of such systems(2) Notes to Consolidated Financial Statements(3) Notes to Non-consolidated Financial Statements
3. If revisions to the matters for which measures for providing information in electronic format are to be taken arise, a notice of therevisions and the details of the matters before and after the revisions will be posted on each of the aforementioned website.
There will be no gifts to shareholders attending the General Meeting of Shareholders. We would appreciate your understanding.
* Notice of End of Mailing of “Notice of Resolutions at the Annual General Meeting of Shareholders” and “JSP News”
The Company previously mailed the “Notice of Resolutions at the Annual General Meeting of Shareholders,” in order to provide
notice of the results of resolutions after the conclusion of the Annual General Meeting of Shareholders, as well as the “JSP News” toshareholders, but from the 66th Annual General Meeting of Shareholders, the Company will publish this information on its website inplace of paper-based documents. Additionally, in accordance with the above, the Company will enclose “complimentary items forshareholders” with the “Notice of the Annual General Meeting of Shareholders” mailed in early June of each year.
For details, please refer to the press release published on the Company’s website.
https://www.co-jsp.co.jp/ir/upload_file/m000-/240517_release.pdf (in Japanese)-2-

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1
Election of 12 Directors
At the conclusion of this meeting, the terms of office of all 12 Directors will expire. Therefore, the Company proposes
the election of 12 Directors.
The candidates for Directors are as follows.
Attendance at
Candidate
No.

Name

Current position and responsibility in the
Company

Attributes

Board ofDirectors
meetings

1

2

3

4

5
6
7
8

9

10

11

12

Tomohiko Okubo
Male
Yasushi Komori
Male

Yoshikazu Shima
Male

Tomoyuki Kiura
Male
Tadao Yabiki
Male
Kazutoshi Sasaki
Male
Yosuke Takemura
Male
Takashi Hanne
Male
Takayuki Ikeda
Male
Kiyoshi Itou
Male
Ryoko Sugiyama
FemalePresident & Representative Director

Re-election

Director
Senior Executive Officer and General Manager
of Finance & Accounting Division andAccounting Department

Re-election

Director
Senior Executive Officer in charge of Research& Development Division and General Manager
of New Business Development Division
Director
Senior Executive Officer in charge of Corporate
Planning Division and in charge of Internal
Audit Department

Re-election

Re-election

100%(17/17 times)
100%(17/17 times)

100%(17/17 times)

100%(13/13 times)

Senior Executive Officer and General Manager
of Supply Chain Management Division

New election―

Senior Executive Officer and General Manager
of Bead Business Division and Advanced
Materials Sales Division

New election―

Senior Executive Officer and General Manager
of General & Personnel Affairs Division

New election―

Executive Officer and General Manager ofExtrusion Business Division and Construction
and Civil Engineering Materials Division

New election―

Re-election
Director

OutsideIndependentRe-election

Director

OutsideIndependentRe-election

Director

OutsideIndependent

94.1%(16/17 times)
100%(17/17 times)
84.6%(11/13 times)

New election

Kaoru Kurashima

OutsideMale

IndependentRe-election Candidate for Director to be re-elected
New election Candidate for Director to be newly elected
Outside Candidate for Outside Director
Independent Independent officer as defined by the securities exchange and others-3-―Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1985
June 2001

June 2006

June 2009
June 2010
Re-election
Tomohiko Okubo(April 26, 1961)
Male

Oct. 2014

Apr. 2015

Apr. 2016

1

Nov. 2018

Attendance at Board of
Directors meetings
17/17 times

Apr. 2019

June 2019

Apr. 2020

Apr. 2021
June 2021

Joined MITSUBISHI GAS CHEMICALCOMPANY, INC.
Manager of Sales & Marketing Department of
Aromatic Division II of Aromatic Chemicals
Company
General Manager of Management Division ofMizushima Plant of Aromatic Chemicals
Company
General Manager of Corporate
Communications Division
Manager of Marketing Department of Methanol
Division of Natural Gas Chemicals Company
Manager of Business Development Departmentof Methanol Division of Natural Gas Chemicals
Company
General Manager of Methanol Division andManager of Business Development Departmentof Methanol Division of Natural Gas Chemicals
Company
Executive Officer, General Manager ofMethanol Division and Manager of Business
Development Department of Methanol Divisionof Natural Gas Chemicals Company
Executive Officer and General Manager ofMethanol Division of Natural Gas Chemicals
Company
Managing Executive Officer in charge of
Administrative Management of LNG Project
Team, and President of Natural Gas Chemicals
Company
Director, Managing Executive Officer in chargeof Administrative Management of LNG Project
Team, and President of Natural Gas Chemicals
Company
Director, Managing Executive Officer in chargeof Administrative Management of LNG Project
Team, and in charge of Basic Chemicals
Business Sector
Director
President and Representative Director of theCompany (current position)

Number of theCompany’s shares
owned

10,072

Reasons for nomination as candidate for Director
Tomohiko Okubo has abundant experience and knowledge in business operations and corporate management, having
served in important positions at MITSUBISHI GAS CHEMICAL COMPANY, INC., including the position of Director
assumed in 2019. We have nominated him as candidate for Director, because he is expected to strengthen theeffectiveness of the decision-making and supervisory function of the Board of Directors by utilizing such achievements
and experience.

-4-

Candidate
No.

Name
(Date of birth)

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

Re-election

Jan. 2005
Apr. 2010

Yasushi Komori(July 22, 1963)
Male

June 2019

June 2021

June 2023
2

Joined the Company
Manager of Accounting Department of Finance& Accounting Division
Executive Officer and General Manager ofFinance & Accounting Division andAccounting Department
Director, Executive Officer, and General
Manager of Finance & Accounting Division
and Accounting Department
Director, Senior Executive Officer, and General
Manager of Finance & Accounting Division
and Accounting Department (current position)

Number of theCompany’s shares
owned

7,327

Attendance at Board of
Directors meetings
17/17 times

3

Reasons for nomination as candidate for Director
Yasushi Komori has been in charge of the finance and accounting sector for a long time, strengthening the managementbase of our Group from the aspect of corporate accounting. We have nominated him as candidate for Director, because
he is expected to strengthen the effectiveness of the decision-making and supervisory function of the Board of Directors
by utilizing such achievements and experience.
Apr. 1988
Joined MITSUBISHI GAS CHEMICALCOMPANY, INC.
June 2009
General Manager of Research & Technology
Division of Niigata Plant of Natural Gas
Chemicals Company
Re-election
June 2013
General Manager of Niigata ResearchLaboratory of Natural Gas Chemicals Company
Yoshikazu Shima
Apr. 2016
General Manager of Niigata Research(January 21, 1964)
Laboratory of Natural Gas Chemicals Company
Maleand General Manager of Biotechnology R&D
Center of Niigata Research Laboratory of
Natural Gas Chemicals Company
Apr. 2017
General Manager of Research & Development
Division
2,618
Apr. 2020
Executive Officer and General Manager ofResearch & Development Department ofResearch & Development Division
Apr. 2021
Specially Appointed Executive
June 2021
Director and Executive Officer in charge of
Research and Development Division of the
Attendance at Board ofCompany
Directors meetings
June 2023
Director and Senior Executive Officer in charge
17/17 timesof Research & Development Division and in
charge of New Business Development Division
Apr. 2024
Director, Senior Executive Officer in charge of
Research & Development Division, andGeneral Manager of New Business
Development Division (current position)
Reasons for nomination as candidate for Director
Yoshikazu Shima has abundant knowledge and experience in the chemical industry, having served in important
positions at MITSUBISHI GAS CHEMICAL COMPANY, INC. We have nominated him as candidate for Director,
because he is expected to strengthen the effectiveness of the decision-making and supervisory function of the Board of
Directors by utilizing such knowledge and experience for our management.

-5-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1986
June 2008

July 2008
Re-election
Tomoyuki Kiura(May 24, 1963)
Male

June 2009
June 2013
Apr. 2016
June 2019

Apr. 2020

4

Attendance at Board of
Directors meetings
13/13 times

Apr. 2021

Apr. 2023
June 2023

Apr. 2024

Number of theCompany’s shares
ownedJoined MITSUBISHI GAS CHEMICALCOMPANY, INC.
Chief of Raw Materials Purchasing Departmentof Purchasing & Logistics Center, Chief ofManagement Department of Corporate
Planning Division, and Manager of Internal
Audit Department of Internal Audit Division
Manager of Internal Audit Department ofInternal Audit Division
General Manager of Internal Audit Division andManager of Internal Audit Department
Manager of Accounting Department of Finance& Accounting Center
General Manager of Administrative Division,
Natural Gas Chemicals Company
General Manager of Administrative Division,
Natural Gas Chemicals Company and General
Manager of Organic Chemicals Division,
Natural Gas Chemicals Company
Executive Officer, General Manager of Finance& Accounting Division, and Manager ofFinance Department of Finance & Accounting
Division
Executive Officer in charge of Finance &Accounting, General Manager of Finance &Accounting Division, and Manager of Finance
Department of Finance & Accounting Division
Specially Appointed Executive
Adviser to the Company
Director, Senior Executive Officer andAssistant to the President in charge ofCorporate Planning Division
Director, Senior Executive Officer in charge ofCorporate Planning Division and in charge ofInternal Audit Department (current position)

573

Reasons for nomination as candidate for Director
Tomoyuki Kiura has abundant experience and knowledge in business management, finance and accounting, having
served in important positions at MITSUBISHI GAS CHEMICAL COMPANY, INC. We have nominated him as
candidate for Director, because he is expected to strengthen the effectiveness of the decision-making and supervisory
function of the Board of Directors by utilizing such achievements and experience.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1984
June 2007
Apr. 2010
June 2016

New election

June 2017

Tadao Yabiki(December 15, 1961)
Male

June 2019

Apr. 2020
July 2020

5

Attendance at Board of
Directors meetings-

Apr. 2021

Apr. 2022
June 2023
Apr. 2024

Joined the Company
General Manager of Purchasing Department ofPlanning Promotion Division
General Manager of Purchasing Department of
Logistics & Purchasing Division
Executive Officer and General Manager of
Logistics & Purchasing Division
Executive Officer, General Manager ofResearch & Development Division, andGeneral Manager of Kanuma ResearchLaboratory
Senior Executive Officer, General Manager ofResearch & Development Division, andGeneral Manager of Kanuma ResearchLaboratory
Senior Executive Officer and General Manager
of Research & Development Division
Senior Executive Officer, General Manager ofResearch & Development Division, andGeneral Manager of Yokkaichi ResearchLaboratory
Senior Executive Officer, General Manager ofResearch & Development Division, andManager of Intellectual Property Business
Division
Senior Executive Officer and General Manager
of Research & Development Division
Senior Executive Officer and General Manager
of Research & Development Division
Senior Executive Officer and General Manager
of Supply Chain Management Division (current
position)

Number of theCompany’s shares
owned

8,800

Reasons for nomination as candidate for Director
Tadao Yabiki has been engaged in the technological advancement of the Group, having served in important positions in
the purchasing & logistics and research & development divisions for a long time. We have nominated him as candidate
for Director, because he is expected to strengthen the effectiveness of the decision-making and supervisory function of
the Board of Directors by utilizing such achievements and experience.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1985
June 2009
June 2012

New election
Kazutoshi Sasaki(August 15, 1961)
Male

Apr. 2013

June 2018

Apr. 2021

6
Apr. 2022
Attendance at Board of
Directors meetings-

Apr. 2023
June 2023
Apr. 2024

Joined the Company
General Manager of Production Technology
Department of Advanced Materials Company
General Manager of Production Technology
Department and Plant Manager of Kanuma No.
2 Plant of Advanced Materials Sales Division
General Manager of Automotive Material Sales
Department of Advanced Materials Sales
Division
Executive Officer and General Manager ofAdvanced Materials Sales Division of Business
Division II, and in charge of Special
Applications Sales Departments I and II
Executive Officer, General Manager ofAdvanced Materials Sales Division andFunctional Material Sales Department, and in
charge of Special Applications Sales
Departments I and II
Executive Officer, General Manager ofAdvanced Materials Sales Division, and in
charge of Special Applications Sales
Departments I and II
Executive Officer and General Manager ofAdvanced Materials Sales Division
Senior Executive Officer and General Manager
of Advanced Materials Sales Division
Senior Executive Officer and General Manager
of Bead Business Division and Advanced
Materials Sales Division (current position)

Number of theCompany’s shares
owned

10,200Reasons for nomination as candidate for Director
Kazutoshi Sasaki has abundant achievements and experience, having served in important positions in both engineeringand sales in the advanced materials business field. We have nominated him as candidate for Director, because he isexpected to strengthen the effectiveness of the decision-making and supervisory function of the Board of Directors by
utilizing such achievements and experience.

-8-

Candidate
No.

Name
(Date of birth)

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

New election

Jan. 1990
June 2012

Yosuke Takemura(November 28, 1962)
Male

Apr. 2014

June 2018
June 20197

June 2023
Attendance at Board of
Directors meetings-

8

Apr. 2024

Joined the Company
General Manager of East Japan Construction
Materials Management Department ofConstruction and Civil Engineering Materials
Division of Business Division I
General Manager of West Japan Construction
Materials Management Department ofConstruction and Civil Engineering Materials
Division of Business Division I
Manager of General Affairs Department ofGeneral & Personnel Affairs Division
Executive Officer and Manager of General
Affairs Department of General & Personnel
Affairs Division
Executive Officer, General Manager of General& Personnel Affairs Division, and Manager ofGeneral Affairs Department
Senior Executive Officer and General Manager
of General & Personnel Affairs Division(current position)

Number of theCompany’s shares
owned

3,200

Reasons for nomination as candidate for Director
Yosuke Takemura has served in important positions in both business and administrative divisions, as well as having
been involved in strengthening corporate governance. We have nominated him as candidate for Director, because he isexpected to strengthen the effectiveness of the decision-making and supervisory function of the Board of Directors by
utilizing such achievements and experience.
Apr. 1989
Joined the Company
New election
Apr. 2014
Lead Researcher of Board Group of Kanuma
Research Laboratory of Research &Takashi Hanne
Development Division(October 26, 1965)
Apr. 2018
Lead Researcher of Materials Group of
Male
Kanuma Research Laboratory of Research &Development Division
Apr. 2020
General Manager of Civil Engineering Material
Sales Department and Business Administration
Department of Construction and Civil
3,000
Engineering Materials Division
Apr. 2022
Deputy Manager of Construction and Civil
Engineering Materials Division
June 2023
Executive Officer and General Manager ofConstruction and Civil Engineering Materials
Division
Attendance at Board ofApr. 2024
Executive Officer and General Manager of
Directors meetings
Extrusion Business Division and Construction
and Civil Engineering Materials Division(current position)
Reasons for nomination as candidate for Director
Takashi Hanne has abundant achievements and experience, having served in important positions in the research &development division and construction and civil engineering materials business field. We have nominated him as
candidate for Director, because he is expected to strengthen the effectiveness of the decision-making and supervisory
function of the Board of Directors by utilizing such achievements and experience.

-9-

Candidate
No.

Name
(Date of birth)
Re-election
OutsideIndependent
Takayuki Ikeda(September 15, 1957)
Male

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1981
Apr. 2007
Apr. 2010
June 2011
June 2014
June 2020
June 2021
June 2022

Number of theCompany’s shares
ownedJoined Toshiba Corporation
General Manager of Storage Device Business
Division
General Manager of Corporate Innovation
Division
Senior Vice President and Director of Toshiba
Tec Corporation
President, Chief Executive Officer, and Chief
Risk Compliance Management Officer (CRO)Counsellor
Outside Director of the Company (current
position)
External Director of MORINAGA MILKINDUSTRY CO., LTD. (current position)

9

Attendance at Board of
Directors meetings
16/17 times

Significant concurrent positions outside the Company
External Director of MORINAGA MILK INDUSTRY CO.,LTD.

Reasons for nomination as candidate for Outside Director and summary of expected roles
We have nominated Takayuki Ikeda as candidate for Outside Director because he has abundant experience anddiscernment for overall management, having served for a long time as president of a company that engages in businessglobally.
We expect that he will utilize the above abundant experience, etc. to contribute to ensuring the reasonableness andappropriateness of our decision-making, mainly with advice on strengthening the management base andrecommendations on important personnel affairs and remunerations for officers as Chairperson of the voluntary
Nominating Advisory Board, Remuneration Advisory Board and Governance Advisory Board, and protection ofminority shareholders’ interests among others.

- 10 -

0Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1979
Apr. 2000

10

Number of theCompany’s shares
ownedJoined Kurita Water Industries Ltd.
General Manager of Legal Department of
Administration DivisionRe-election
June 2003
General Manager of Personnel and Labor
OutsideRelations Department of Administration
Independent
Division
June 2007
Executive Officer in charge of Personnel andKiyoshi Itou
Legal, and General Manager of Personnel and(March 8, 1956)
Labor Relations Department of Administration
Male
Division
June 2009
Director and Executive General Manager of
Administrative Division
1,105
June 2013
Managing Director and Executive General
Manager of Corporate Planning Division
Apr. 2016
Managing Director and Executive General
Manager of Administrative Division
Apr. 2018
Executive Senior Managing Director,
Representative Director, and Executive General
Manager of Corporate Planning Division
Apr. 2019
Executive Senior Managing Director,
Attendance at Board ofRepresentative Director, and Executive General
Directors meetings
Manager of Corporate Planning and Control
17/17 times
Division
June 2022
Outside Director of the Company (current
position)
Reasons for nomination as candidate for Outside Director and summary of expected roles
We have nominated Kiyoshi Itou as candidate for Outside Director because he has abundant achievements andexperience in the overall management, having been involved in corporate management for a long time.
We expect that he will utilize the above abundant achievements and experience to contribute to ensuring thereasonableness and appropriateness of our decision-making, mainly with advice on strengthening the management baseand recommendations on important personnel affairs and remunerations for officers as a member of the voluntary
Nominating Advisory Committee, Remuneration Advisory Board and Governance Advisory Board, and protection ofminority shareholders’ interests among others.

- 11 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
May 1996

Aug. 2007
Apr. 2010
Re-election
OutsideIndependent
Ryoko Sugiyama(July 27, 1955)
FemaleJune 2015
Jan. 2016

June 2016

June 2017
Dec. 201811

Dec. 2019
June 2023
Attendance at Board of
Directors meetings
11/13 times

Established Sugiyama & Kurihara
Environmental Consultants, Inc.
Representative Director
Director (current position)
Professor at the Faculty of Social andEnvironmental Studies, Fuji Tokoha University(current Tokoha University)
External Director of UACJ Corporation
Director of Gifu Sugiyama Memorial
Foundation, a general incorporated foundation(now Gifu Sugiyama Memorial Foundation, apublic interest incorporated foundation)(current position)
External Director and Audit and Supervisory
Committee Member of LECIP HOLDINGSCORPORATION
External Director of Kurita Water Industries
Ltd.
Head and Representative Director of Gifu
Shimbun Co., Ltd. (current position)
Chairperson of the Board of Directors of Gifu
Broadcasting System, Inc. (current position)
Outside Director of the Company (current
position)

Number of theCompany’s shares
owned

160

Significant concurrent positions outside the Company
Director of Sugiyama & Kurihara Environmental Consultants,
Inc.
Representative Director of Gifu Sugiyama Memorial
Foundation, a public interest incorporated foundation
Head and Representative Director of Gifu Shimbun Co., Ltd.
Chairperson of the Board of Directors of Gifu Broadcasting
System, Inc.
Reasons for nomination as candidate for Outside Director and summary of expected roles
We have nominated Ryoko Sugiyama as candidate for Outside Director because she has abundant knowledge andexperience concerning sustainability, being an expert of environment and waste problem and having been serving as
Outside Director for multiple listed companies for a long time. We expect that she will utilize the above abundantachievements and experience to contribute to ensuring the reasonableness and appropriateness of our decision-making,mainly with advice on sustainable management and recommendations on important personnel affairs and remunerations
for officers as a member of the voluntary Nominating Advisory Committee, Remuneration Advisory Board andGovernance Advisory Board, and protection of minority shareholders’ interests among others.

- 12 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1984
July 2011
July 2013

New election
OutsideIndependent
Kaoru Kurashima(May 5, 1960)
Male

June 2015
June 2016
June 2019
Sept. 2019
June 2020
Apr. 2021

June 2021
Apr. 2022
June 2022
12

June 2023
Attendance at Board of
Directors meetings-

Notes:

1.
2.

3.
4.

5.

Sept. 2023

Joined Ajinomoto Co., Inc.
Director and President of Ajinomoto del PerúS.A.
Director and President of PT AJINOMOTOINDONESIA
Executive Officer of Ajinomoto Co., Inc.
Managing Executive Officer
Senior Managing Executive Officer
General Manager of Food Business Division
Outside Director of Tokai Denpun Co., Ltd.
Outside Director of J-OIL MILLS, INC.
General Manager of Global Corporate Divisionof Ajinomoto Co., Inc.
General Manager of Corporate Services
Division
Director
Executive Officer & Senior Vice President
Executive Officer
Chairman of the Board of Directors of The
Ajinomoto Foundation (current position)
Chairman of Umami Manufacturers Associationof Japan (current position)
Outside Director of The Monogatari
Corporation(current position)

Number of theCompany’s shares
owned

0

Significant concurrent positions outside the Company
Chairman of the Board of Directors of The Ajinomoto
Foundation
Chairman of Umami Manufacturers Association of Japan
Outside Director of The Monogatari Corporation
Reasons for nomination as candidate for Outside Director and summary of expected roles
We have nominated Kaoru Kurashima as candidate for Outside Director because he has abundant experience anddiscernment as a management executive, having served as president and in other positions of local subsidiaries ofcompanies that engage in business globally.
We expect that he will utilize the above abundant experience, etc. to contribute to ensuring the reasonableness andappropriateness of our decision-making, mainly with advice on overseas business expansion and recommendations onimportant personnel affairs and remunerations for officers as a member of the voluntary Nominating Advisory Board,
Remuneration Advisory Board and Governance Advisory Board, and protection of minority shareholders’ interests
among others.
There is no special interest between any of the candidates and the Company.
The section of the above “Career summary, position and responsibility in the Company, and significant concurrent
positions outside the Company” for Tomohiko Okubo, Yoshikazu Shima and Tomoyuki Kiura includes a description of
the positions and responsibilities as persons who execute business at MITSUBISHI GAS CHEMICAL COMPANY, INC.,
at present and in the past decade.
Takayuki Ikeda, Kiyoshi Itou, Ryoko Sugiyama, and Kaoru Kurashima are candidates for Outside Director as defined in
Article 2, paragraph (3), item (vii) of the Regulations for Enforcement of the Companies Act.
The Company has submitted notification to Tokyo Stock Exchange, Inc. that Takayuki Ikeda, Kiyoshi Itou, and Ryoko
Sugiyama have been designated as independent officers as provided for by the aforementioned exchange. If they areelected in the original form of this proposal, they will continue to be independent officers. In addition, if Kaoru Kurashima
is elected in the original form of this proposal, he will become a new independent officer.
The Company has entered into a limited liability agreement with Takayuki Ikeda, Kiyoshi Itou, and Ryoko Sugiyama tolimit their liability under Article 423, paragraph (1) of the Companies Act to an amount as provided for by Article 425,
paragraph (1) of the same Act. If their re-election is approved, the Company plans to renew the above limited liability
agreement with each one of them. If Kaoru Kurashima is elected, the Company plans to enter into the same limited liability
agreement with him.

- 13 -

6. Takayuki Ikeda, Kiyoshi Itou, and Ryoko Sugiyama are currently Outside Directors of the Company, and at the conclusionof this Annual General Meeting of Shareholders, their tenure will have been three years for Takayuki Ikeda, two years for
Kiyoshi Itou, and one year for Ryoko Sugiyama.
7. The Company has concluded a directors’ and officers’ liability insurance agreement with an insurance company as
stipulated in Article 430-3, paragraph (1) of the Companies Act, and it insures officers (Directors, Audit & Supervisory
Board Members, Executive Officers, etc.), including those of subsidiaries. Such insurance agreement will cover damages
and litigation costs that the insured would have to bear in the event of a claim from a shareholder, third party, or otherparty. However, damages caused by criminal acts, etc. committed by the insured are not covered. If the candidates areelected as Directors and assume their positions, they will become the insured of the insurance agreement.

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Proposal No. 2

Election of 3 Audit & Supervisory Board Members

At the conclusion of this meeting, the term of office of Audit & Supervisory Board Member Yoshiaki Sawada will
expire.
In addition, Audit & Supervisory Board Member Hideki Honda resigned on March 31, 2024, and Audit &Supervisory Board Member Makoto Ogawa will resign at the conclusion of this meeting. Therefore, the Company
proposes the election of 3 Audit & Supervisory Board Members.
The candidates for Audit & Supervisory Board Member are as follows.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
Candidate
No.

Name(Date of birth)

Career summary and position in the Company, and significant
concurrent positions outside the Company
Apr. 1984
Apr. 2008

1

Number of theCompany’s shares
ownedJoined the Company
Manager of General Affairs Department andSecretary Group of Corporate Management
Division
June 2009Manager of General Affairs Department andSecretary Group of General & Personnel
New election
Affairs Division
June 2016
Executive Officer and Manager of General
Kosuke Uchida
Affairs Department and Secretary Group of(June 20, 1960)
General & Personnel Affairs Division
Male
June 2017
Executive Officer, Manager of General Affairs
Department of General & Personnel Affairs
Division, and in charge of Internal Control
Department (current Internal Audit Department)
June 2018
Director, Executive Officer in charge ofCorporate Planning Department and Internal
Audit Department
13,248Apr. 2021
Director, Executive Officer, General Manager
of Corporate Planning Division, and in chargeof Internal Audit Department
June 2021
Director, Executive Officer, General Manager
Attendance at Board ofof General & Personnel Affairs Division, and in
Directors meetings
charge of Internal Audit Department
17/17 times
June 2022
Director, Senior Executive Officer, General
Manager of General & Personnel Affairs
Attendance at Audit &Division, and in charge of Internal Audit
Supervisory Board meetings
Department
June 2023
Director, Senior Executive Officer in charge ofGeneral & Personnel Affairs Division, and in
charge of Internal Audit Department
Apr. 2024
Director and Senior Executive Officer in chargeof General & Personnel Affairs Division(current position)
Reasons for nomination as candidate for Audit & Supervisory Board Member
Kosuke Uchida has served in important positions in corporate planning, internal control and other sectors besides thegeneral affairs sector, as well as having been involved in strengthening the corporate governance of the Company, andhas abundant experience related to the businesses of the Company and corporate management. We have nominated him
as candidate for Audit & Supervisory Board Member, because we have judged that he will utilize such achievements
and experience in the audit of the Company.

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Candidate
No.

Name
(Date of birth)

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

Re-election
OutsideIndependent

Apr. 1985
Mar. 2006
Mar. 2009
Mar. 2012

Yoshiaki Sawada(April 4, 1962)
Male

Mar. 2014
Mar. 2016

June 2016

Number of theCompany’s shares
ownedJoined Nippon Life Insurance Company
General Manager of Yamagata Branch
General Manager of Policy Department
General Manager of Financial Corporation
Department I
General Manager of Okayama Branch
General Manager Assigned to Related Business
Department and Audit & Supervisory Board
Member OfficeOutside Audit & Supervisory Board Member of
the Company (current position)
1,007

2
Attendance at Board of
Directors meetings
17/17 times
Attendance at Audit &Supervisory Board meetings
17/17 times
Reasons for nomination as candidate for Outside Audit & Supervisory Board Member
Yoshiaki Sawada has abundant knowledge and experience, having served in sales and financial divisions at Nippon Life
Insurance Company.
We have nominated him as candidate for Outside Audit & Supervisory Board Member, because he is expected toperform duties of Outside Audit & Supervisory Board Member of the Company properly based on this abundant
knowledge and experience.

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Candidate
No.

Name
(Date of birth)

Career summary and position in the Company, and significant
concurrent positions outside the Company
Apr. 1991

New election
OutsideIndependent
Mayumi Noguchi(September 3, 1968)
FemaleMar. 1993
Oct. 1998
Apr. 2003
Apr. 2008
Nov. 2012
Nov. 2014
Apr. 2015

Mar. 2018
June 2021

Oct. 2022

3
Attendance at Board of
Directors meetings-

Notes:

1.
2.

3.

4.
5.

Joined The Mitsubishi Bank, Limited (current
MUFG Bank, Ltd.)
Joined Citibank, N.A. (incorporated in Japan)
Joined Asahi & Co. (current KPMG AZSA
LLC)Registered as certified public accountant
Head of Noguchi Accounting Office (current
position)
Registered as tax accountant
Outside Auditor of Phone Appli Inc.
Supervisor of The National Archives of Japan,
Incorporated Administrative Agency (current
position)
Outside Director of Fenwal Controls of Japan,
Ltd. (current position)
Outside Audit & Supervisory Board Member ofConcordia Financial Group, Ltd. (current
position)
Outside Audit & Supervisory Board Member ofJapan Green Investment Corp. for Carbon
Neutrality (current position)

Number of theCompany’s shares
owned

0

Significant concurrent positions outside the Company
Head of Noguchi Accounting OfficeAttendance at Audit &Outside Director of Fenwal Controls of Japan, Ltd.
Supervisory Board meetings
Outside Audit & Supervisory Board Member of Concordia
Financial Group, Ltd.
Outside Audit & Supervisory Board Member of Japan Green
Investment Corp. for Carbon Neutrality
Reasons for nomination as candidate for Outside Audit & Supervisory Board Member
Mayumi Noguchi has abundant experience and wide-ranging knowledge as an expert of finance and accounting,including serving as Head of a certified public accountant office for a long time and having practical experience ofaudits at an audit firm. We have nominated her as candidate for Outside Audit & Supervisory Board Member, because
she is expected to perform duties of Outside Audit & Supervisory Board Member of the Company properly by utilizing
this experience and knowledge.
Although she does not have any experience of direct involvement in corporate management, for the above reasons wejudge that she is able to execute her duties as Outside Audit & Supervisory Board Member of the Company
appropriately.
There is no special interest between any of the candidates and the Company.
Yoshiaki Sawada and Mayumi Noguchi are candidates for Outside Audit & Supervisory Board Member as defined in
Article 2, paragraph (3), item (viii) of the Regulations for Enforcement of the Companies Act. The Company has submitted
notification to Tokyo Stock Exchange, Inc. that Yoshiaki Sawada has been designated as an independent officer as
provided for by the aforementioned exchange. If he is elected in the original form of this proposal, he will continue to be
an independent officer. In addition, if Mayumi Noguchi is elected in the original form of this proposal, she will become anew independent officer.
The Company has entered into a limited liability agreement with Yoshiaki Sawada to limit his liability under Article 423,
paragraph (1) of the Companies Act to an amount as provided for by Article 425, paragraph (1) of the same Act. If his reelection is approved, the Company plans to renew the above limited liability agreement with him. If Mayumi Noguchi iselected, the Company plans to enter into the same limited liability agreement with her.
Yoshiaki Sawada is currently Outside Audit & Supervisory Board Member of the Company, and at the conclusion of thisAnnual General Meeting of Shareholders, his tenure will have been eight years.
The Company has concluded a directors and officers liability insurance agreement with an insurance company provided
for by Article 430-3, paragraph (1) of the Companies Act, to indemnify the compensation for damages and legal expenses
among others incurred for the insured, including officers of the Company, by claims for damages due to actions associatedwith duties of company officials performed by the insured. If the candidates are elected as Audit & Supervisory Board
Members and assume their position, they will become the insured of the insurance agreement.

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<Reference>
Expertise and experience of Directors (skills matrix) *This is expected after this General Meeting of Shareholders
Based on the recognition that the most important management issue is to continue sustainable business growth and increase corporate
value, the Company has adopted the corporate philosophy of “Creatively and Actively Contribute to Society,” and aims for the
management to earn the trust and satisfaction of all stakeholders as a globally competitive company that places emphasis on safety andenvironmental responsiveness.
The Company has also identified seven areas in which the Board of Directors should prepare for the realization of “A Global Company
for Global Society,” which is the aspiration set forth in the Company’s long-term vision “VISION2027,” which lays out the long-term
direction of the Company.
In addition, in order to improve the effectiveness of the Board of Directors, the Company has listed below the areas in which weparticularly expect individual Directors and Audit & Supervisory Board Members to perform.
Personnel
Business
ESG
Production
Business
Affairs &Administration(Environment, Finance &Technology
Name
Strategy &Development
R&D& GlobalSociety,
Accounting& Quality
Marketingof HumanManagement
Governance)
ControlResources

Tomohiko Okubo●●

Yasushi Komori

●

●

Male
Male

Yoshikazu ShimaTomoyuki Kiura

●

Male

Tadao Yabiki

Director●●

Takashi Hanne

●

Male
Male

Male
OutsideIndependent

Kiyoshi Itou

Male

Outside

●

●
●

●

●

●

●

●

●

●

Independent

Ryoko Sugiyama
FemaleOutsideIndependent

Kaoru Kurashima
Male

Outside

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Independent

Audit & Supervisory Board
Member

Kosuke Uchida
Male

Yoshiaki Sawada
MaleOutsideIndependent

Yoshiyuki Kawakami
Male
OutsideIndependent

Mayumi Noguchi
FemaleOutside●●●Independent

Up to four areas of expectation for each person are listed.
The above list does not represent all the knowledge and experience possessed by each person.

- 18 -

●

●

●

●

●

●

●

●

●

●

●

●

●

Yosuke Takemura

Takayuki Ikeda

●

●

Male
Male

●

●

Male

Kazutoshi Sasaki●

Criteria for Independence of Outside Directors and Outside Audit & Supervisory Board Members
An Outside Director or Outside Audit & Supervisory Board Member of the Company shall be deemed not to be
independent if any of the following items applies to him/her.
1.

If any of the following items applies to the Outside Director or Outside Audit & Supervisory Board Member(himself/herself)(1) He/she is currently or has been in the past, a Director, Audit & Supervisory Board Member, Executive
Officer, Operating Officer, Manager or other employee belonging to the corporate group consisting of theCompany and subsidiaries of the Company (the “Group”)(2) He/she is currently or has been in the past three years, a shareholder holding 10% or more of the voting
rights of the Company (“major shareholder”), or if the major shareholder is a corporation, a Director, Audit& Supervisory Board Member, Executive Officer, Operating Officer, Manager or other employee of acompany belonging to the corporate group consisting of that corporation and the subsidiaries of that
corporation (“major shareholder group”)(3) He/she is a Director, Audit & Supervisory Board Member, Executive Officer, Operating Officer, Manager
or other employee of a business partner, etc. or a corporation if the business partner, etc. is a corporationthat falls under any of the following.
1) Business partners that have paid on average 2% or more of the Company’s annual consolidated net
sales to the Group over the past three years.
2) Suppliers that have received, on average, 2% or more of their annual consolidated net sales from theGroup over the past three years.
3) Lenders to whom the Group currently owes an amount equivalent to 2% or more of the Company’s
total consolidated assets.
(4) He/she is a lawyer, certified public accountant, tax accountant, or other consultant who has received on
average annual remuneration of 10 million yen or more from the Group over the past three years (or froman organization if the person receiving the remuneration is a Member of such organization), other than
remuneration as a Director or Audit & Supervisory Board Member.

2.

If any of the following items applies to a spouse or relative within the second degree of kinship (close relative)of the Outside Director or Outside Audit & Supervisory Board Member(1) He/she is currently or has been in the past, a Director, Audit & Supervisory Board Member, Executive
Officer, Operating Officer, Manager or other employee belonging to the Group(2) He/she is currently or has been in the past three years, a major shareholder, or if the major shareholder is a
corporation, a Director, Audit & Supervisory Board Member, Executive Officer, Operating Officer,
Manager or other employee of a company belonging to the major shareholder group(3) He/she is a Director, Audit & Supervisory Board Member, Executive Officer, Operating Officer, Manager
or other employee of a business partner, etc. or a corporation if the business partner, etc. is a corporationthat falls under any of the following.
1) Business partners that have paid on average 2% or more of the Company’s annual consolidated net
sales to the Group over the past three years.
2) Suppliers that have received, on average, 2% or more of their annual consolidated net sales from theGroup over the past three years.
3) Lenders to whom the Group currently owes an amount equivalent to 2% or more of the Company’s
total consolidated assets.
(4) He/she is a lawyer, certified public accountant, tax accountant, or other consultant who has received on
average annual remuneration of 10 million yen or more from the Group over the past three years (or froman organization if the person receiving the remuneration is a Member of such organization), other than
remuneration as a Director or Audit & Supervisory Board Member.

- 19 -

Corporate Governance of the Company

1.

Basic policy

(1)
(2)
(3)
(4)
(5)
2.

The Company has adopted a “Company with an Audit & Supervisory Board system” where the Board of
Directors makes decisions on the most important matters of the Company and strives to create anenvironment for appropriate management judgment in such decision-making.
The Company shall respect the rights and positions of all stakeholders and strive to cooperate with themappropriately.
The Company shall strive to ensure transparency to all stakeholders through appropriate information
disclosure.
As a “Company with an Audit & Supervisory Board,” the Company shall appoint independent outside
directors and auditors and ensure sound management practices by monitoring management in line with theCompany.
The Company shall engage in constructive dialogue with shareholders.

Corporate governance system

The Company shall select to be a company with Audit & Supervisory Board, and through the establishment ofcorporate governance appropriate for the Company, it has put in place a system that allows the Board of Directors
to make the best decisions based on fair judgment and to properly fulfill its function of supervising the execution ofduties by the Directors. (Conceptual image of the corporate governance system is shown below)

The Board of Directors meets once a month in principle to deliberate and decide on matters stipulated by law and
the Articles of Incorporation as well as important management matters, and to supervise the execution of business
operations. In addition, as a supplement to the Board of Directors, a management committee consisting of- 20 -

Representative Directors, Senior Executive Officers and above meets once a month in principle to discuss
important management matters in advance. Furthermore, the Company has adopted an executive officer system as
the business execution system. The Executive Officers Meeting, consisting of executive Directors and Executive
Officers, meets twice a month in principle to discuss important management matters and to improve the efficiencyof business execution.
As for the compliance system, the Risk and Compliance Committee, chaired by General Manager of the General &Personnel Affairs Division, meets once a month in principle to manage compliance and risks of the Group acrossthe board and play a role in supporting management decisions for appropriate risk-taking by the Board of Directors.
Three committees (Nominating Advisory Committee, Remuneration Advisory Board, and Governance Advisory
Board) have been established as voluntary advisory organizations to further strengthen governance.
(1)

(2)

(3)

3.

Nominating Advisory Board
The Company’s Nominating Advisory Board is chaired by the top independent Outside Director andconsists of a majority of independent Outside Directors. In selecting candidates for Directors and Audit &Supervisory Board Members, the Board selects suitable candidates who are able to fulfill their duties andresponsibilities, have the experience, knowledge, and abilities necessary to create medium- to long-term
corporate value, and are suitable for the position, and reports to the President & Representative Director.
Remuneration Advisory Board
The Company’s Remuneration Advisory Board is chaired by the top independent Outside Director and iscomposed of a majority of independent Outside Directors. The Board reports to the President &Representative Director on the remuneration of each Director, taking into consideration the overall businessenvironment, business conditions, performance, financial condition, and the contribution of each individual.
Governance Advisory Board
The Company does not have a controlling shareholder, but in order to appropriately protect the interests ofminority shareholders and enhance corporate governance, given the fact that the past parent company
MITSUBISHI GAS CHEMICAL COMPANY, INC. and its subsidiaries (the MGC Group) maintain acertain level of influence, including holding over 47% of the voting rights of the Company, the Company
will maintain the establishment of the Governance Advisory Board, which is an advisory organization to
the Board of Directors.
The Governance Advisory Board of the Company consists of at least three independent Outside Directors.
The purpose of this committee is to ensure fairness, transparency, and objectivity in transactions between
the Company and the MGC Group, thereby appropriately protecting the interests of minority shareholders
and enhancing corporate governance, and it deliberates and reports on transactions with the MGC Groupin response to inquiries from the Board of Directors.

Evaluation of Board of Directors’ effectiveness

The Company conducts an annual questionnaire to the members of the Board of Directors for assessing theeffectiveness of the Board of Directors. The Board of Directors analyzes and evaluates the results of thequestionnaires and the opinions of the independent Outside Directors and Outside Audit & Supervisory Board
Members with respect thereto.
For a summary of the most recent evaluation of the effectiveness of the Board of Directors, please refer to the
Corporate Governance Report, [Supplemental Principle 4-11-3 Analysis and Evaluation of the Overall
Effectiveness of the Board of Directors].
https://www.co-jsp.co.jp/sustainability/g/g_system.html (in Japanese)
4.

Information Provision and Support System for Directors and Audit & Supervisory Board Members

The Company shall establish a support system to ensure that Directors and Audit & Supervisory Board Members
have access to the information necessary to effectively fulfill their roles and responsibilities.
(1)(2)

The secretariat of the Board of Directors shall collect and provide information as necessary for Directors
and Audit & Supervisory Board Members to perform their duties.
Audit & Supervisory Board Members may request the appointment of employees to assist them in theiraudit duties, and when such employees assist them in their audit duties, they shall not be subject to thedirection and orders of Directors, etc.
- 21 -

Proposal No. 3

Revision of Remuneration Amount for Audit & Supervisory Board Members

The Company’s remuneration for Audit & Supervisory Board Members was approved at the 32nd Annual General
Meeting of Shareholders held on June 28, 1990, with the total annual amount of remuneration for Audit &Supervisory Board Members not exceeding 45 million yen, and has been approved to this day.
Now, in light of the increase in the responsibilities and expected role of Audit & Supervisory Board Members in linewith changes to the management environment in recent years, in order to ensure an appropriate level of remuneration,
the Company proposes to amend the amount of remuneration for Audit & Supervisory Board Members to “an annual
amount not exceeding 60 million yen,” after taking into consideration the financial position of the Company and theexternal environment.
Currently, there are three Audit & Supervisory Board Members (including two Outside Audit & Supervisory Board
Members), and if Proposal 2 is approved as proposed, there will be four Audit & Supervisory Board Members(including three Outside Audit & Supervisory Board Members).
In addition, the Company’s policy for determining the details of remuneration, etc. for each individual Audit &Supervisory Board Member is as described on page 44 of the Business Report (in Japanese only).

- 22 -