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. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
Stock Exchange Code: 4997
June 1, 2022
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 123RD ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
The 123rd Ordinary General Meeting of Shareholders of NIHON NOHYAKU CO., LTD. (hereinafterreferred to as the “Company”) will be held for the purposes as described below.
To prevent the spread of COVID-19, we hereby kindly but firmly ask shareholders to exercise your voting
rights in writing or via the Internet wherever possible, rather than to attend the General Meeting,regardless of health condition.
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 Tuesday, June21, 2022, Japan time.
1. Date and Time:
2. Place:

Wednesday, June 22, 2022 at 10:00 a.m. Japan time
Banquet hall Ariake on the 2nd floor of Royal Park Hotellocated at 1-1, Nihonbashi-Kakigara-cho 2-Chome, Chuo-ku, Tokyo, Japan
As part of the infection control measures against the novel coronavirus, we will arrange wider distance
between seats, resulting in far fewer seats this year than normally available in ordinary years, as was thecase the last year. As such, some of shareholders may not be accommodated in the venue, for which yourkind understanding would be appreciated.
3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
123rd Fiscal Year (April 1, 2021 - March 31, 2022) and results of audits by
the Accounting Auditor and the Audit & Supervisory Committee of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 123rd Fiscal Year
(April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Partial Amendment to the Articles of Incorporation
Proposal 3:
Election of 10 Directors (Excluding Directors Serving as the Audit &Supervisory Committee Members)
Proposal 4:
Election of 5 Directors Serving as the Audit & Supervisory Committee Members
Proposal 5:
Election of 1 Substitute Director Serving as the Audit & Supervisory Committee
Member-1-

4. Instruction for Exercising Voting Rights:
If you are attending the General Meeting of Shareholders
Please submit the enclosed Voting Rights Exercise Form at the reception desk.
Wednesday, June 22, 2022 at 10:00 a.m. Japan time

Date and Time of the Meeting

If you are not attending the General Meeting of Shareholders, please exercise your voting
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

Tuesday, June 21, 2022 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,and follow the instructions on the screen to enter your vote for or against the proposals by the deadline.
For details, please refer to page 3 of the Japanese version of this document.
Deadline of Exercise

Tuesday, June 21, 2022 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.

〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
<Requests to our shareholders> The aforementioned procedures may be changed depending on the latest development concerning the
COVID-19 pandemic, or on the announcement by the government and other authorities. Shareholders
are asked to check the latest information posted on the Company’s website (https://www.nichino.co.jp/)(Japanese only).
 Exercise of voting rights by mail should involve infection risk in the processes including returning by
post and aggregation at the Company. Therefore, we would like to ask you to exercise your voting
rights via the Internet, etc. wherever possible, if you opt for voting in advance.
 Hand sanitizers shall be placed for shareholders at the entrance to the venue.
 Shareholders attending the meeting are kindly asked to bring and wear a face mask.
 We will be checking your body temperatures at the entrance to the venue. Shareholders found to have afever of 37.5 degrees Celsius or higher, those not feeling well, and those having returned from overseas
in the past 7 days may be asked not to enter the venue and go home. Shareholders having returned fromoverseas in the past 7 days would be requested to report to the reception.
 Staff at the venue for organizing the General Meeting will be checked for their body temperature andphysical condition in advance and will be wearing a face mask.
 With a view to reducing the time of the meeting thereby minimizing the risk of infection, we decided
not to present detailed explanation about the proposals for the General Meeting. As such, shareholders
attending the General Meeting in person are asked to go through this notice in advance.

-2-◎ 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 a written
power of attorney.
◎ The following matters are provided on the Company’s website (https://www.nichino.co.jp/) pursuant tolaws and regulations and Article 15 of the Company’s Articles of Incorporation, and are thus notincluded with this notice.
(1) “III. Structures and policies of the company” and “IV. Other significant matters regarding thecurrent status of the corporate group” of the Business Report(2) “Consolidated Statement of Changes in Equity” and “Notes to the Consolidated Financial
Statements” of the Consolidated Financial Statements(3) “Non-consolidated Statement of Changes in Equity” and “Notes to the Non-consolidated Financial
Statements” of the Non-consolidated Financial Statements◎ Should the attached documents and Reference Documents for the General Meeting of Shareholders of
this convocation notice require revisions, the revised versions will be posted on the Company’s website(https://www.nichino.co.jp/) (Japanese only).
◎ A video recording of the proceedings of the General Meeting is planned to be posted on the Company’s
website (https://www.nichino.co.jp/ir/page_10094.html) (Japanese only) about one week after the dayof the event.

-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.
In the “Ensuring Growing Global 2 (EGG2)” medium-term management plan, the Company has thedividend policy of aiming for a dividend payout ratio of 30% or more under the basic policy of a stable dividend
payment.
Taking into account the above policy and performance during the current fiscal year, the appropriation of
surplus for the 123rd fiscal year is proposed as follows.
Matters concerning the year-end dividend:(1) Kind of dividend property:
Cash(2) 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 590,803,013 yen
Furthermore, as an interim dividend of 7.50 yen per share was provided, the annual dividend will be 15
yen per share in total.
(3) The effective date of the dividend of surplus
Thursday, June 23, 2022

-4-

Proposal 2:

Partial Amendment to the Articles of Incorporation

1. Reasons for the amendment
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the “ActPartially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022.
Accordingly, in order to prepare for the introduction of the system for electronic provision of materials forgeneral meetings of shareholders, the Articles of Incorporation of the Company shall be amended as follows.
(1) The proposed Article 15, Paragraph 1 provides that information contained in the reference
documents for the General Meeting of Shareholders, etc. shall be provided electronically.
(2) The purpose of the proposed Article 15, Paragraph 2 is to establish a provision to limit the scope ofmatters to be included in the paper copy to be sent to shareholders who have requested it.
(3) The provisions related to the Internet disclosure and deemed provision of the reference documents
for the General Meeting of Shareholders, etc. (Article 15 of the current Articles of Incorporation)
will become unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, Article 2 of the supplementaryprovisions related to the effective date, etc. shall be established.
2. Details of amendments
Details of the amendment are as follows.

(Amended parts are underlined)

Current
Article 1. to 14. (Omitted)(Internet disclosure and deemed provision of reference
documents for the General Meeting of Shareholders, etc.)
Article 15. The Company may, when convening a General
Meeting of Shareholders, deem that it has provided
information to shareholders pertaining to matters tobe described or indicated in the reference documents
for the General Meeting of Shareholders, business
report, non-consolidated financial statements, andconsolidated financial statements, by disclosing
such information through the Internet in accordancewith the provisions provided in the Ministry ofJustice Order.
(Newly established)

Article 16. to 34. (Omitted)

Proposed amendment
Article 1. to 14. (Unchanged)(Deleted)(Measures for electronic provision, etc.)
Article 15. The Company shall, when convening a General
Meeting of Shareholders, provide information
contained in the reference documents for the
GeneralMeetingof
Shareholders,etc.
electronically.
2. Among the matters to be provided electronically, theCompany may choose not to include all or part ofthe matters stipulated in the Ministry of Justice
Order in the paper copy to be sent to shareholders
who have requested it by the record date for voting
rights.
Article 16. to 34. (Unchanged)-5-Current

Proposed amendment

Supplementary provisions

Supplementary provisions(Transitional measure regarding the exemption of the Audit& Supervisory Board Members from liability)
The Company may, by the resolution of the Board of
Directors, exempt the Audit & Supervisory Board
Members (including former Audit & Supervisory Board
Members) from liability for damages stipulated under
Article 423, Paragraph 1 of the Companies Act, to theextent stipulated by laws and regulations, insofar as suchliability arises out of their conduct before conclusion of
the adjourned meeting of the Ordinary General Meetingof Shareholders for the 121st fiscal year.

(Transitional measure regarding the exemption of the Audit& Supervisory Board Members from liability)
Article 1. The Company may, by the resolution of the Boardof Directors, exempt the Audit & Supervisory Board
Members (including former Audit & Supervisory
Board Members) from liability for damages
stipulated under Article 423, Paragraph 1 of theCompanies Act, to the extent stipulated by laws andregulations, insofar as such liability arises out of
their conduct before conclusion of the adjourned
meeting of the Ordinary General Meeting of
Shareholders for the 121st fiscal year.
(Transitional measure regarding measures for electronic
provision, etc.)
Article 2. The deletion of Article 15 (Internet disclosure anddeemed provision of reference documents for the
General Meeting of Shareholders, etc.) of theunamended Articles of Incorporation and the new
establishment of amended Article 15 (Measures forelectronic provision, etc.) shall come into effect on
the date of enforcement of the amended provisions
stipulated in the proviso of Article 1 of the
supplementary provisions of the Act Partially
Amending the Companies Act (Act No. 70 of 2019)(the “Effective Date”).
2. Notwithstanding the provisions of the preceding
paragraph, Article 15 of the unamended Articles ofIncorporation shall remain in force with respect to a
General Meeting of Shareholders to be held until theend of February 2023.
3. Article 2 of these supplementary provisions shall bedeleted after the lapse of six months from the
Effective Date or the lapse of three months from thedate of the General Meeting of Shareholders set
forth in the preceding paragraph, whichever is later.

(Newly established)-6-

Proposal 3:

Election of 10 Directors (Excluding Directors Serving as the Audit & Supervisory Committee
Members)

The terms of office of all 10 Directors (excluding Directors serving as the Audit & Supervisory Committee
Members; hereinafter the same) will expire at the conclusion of this Ordinary General Meeting of Shareholders.
Accordingly, the Company proposes the election of 10 Directors.
The Audit & Supervisory Committee deliberated this proposal and expressed its opinion that there are no
matters to be pointed out.
The candidates for Director are as follows:
Name

1

Yosuke Tomoi

2

Koji Shishido

3

Hirohisa Yano

4

Kozo Machiya

Director and Managing Executive Officer,
and Division Manager of Research
Division

Reelection

5

Hiroshi Yamanoi

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

Reelection

6

Hideo Yamamoto

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

Reelection

7

Hiroyuki Iwata

Director and Senior Executive Officer,
Division Manager of Corporate Planning
Division, and in charge of Overseas
Division

Reelection

8

Akio Kohri

DirectorReelection

DirectorReelection

Outside Indepen-

DirectorReelection

Outside Indepen-9Current positions and responsibilities

Attendance rate at
Board of Directors
meetings
100%(18 out of 18
meetings)

No.

Representative Director and Senior
Managing Executive Officer, Division
Manager of Production Division, and in
charge of Environment Safety Dept.
Director and Managing Executive Officer,
Division Manager of Administration
Division, responsible for CSR Promotion
Dept. and General Manager of CSR
Promotion Dept., responsible for Osaka
Plant and General Manager of Osaka
Plant, in charge of Market Development
Division, and responsible for special
missions

10 Kazuyoshi Tachibana

Newelection

New election
Director candidate

Reelection

Representative Director, President

Yasunori Matsui

Reelection

Reelection
Director candidate

Outside-7-

Attributes

Reelection100%(18 out of 18
meetings)

Reelection

94%(17 out of 18
meetings)

Outside Director
candidate100%(15 out of 15
meetings)
100%(18 out of 18
meetings)
100%(18 out of 18
meetings)
100%(18 out of 18
meetings)
100%(18 out of 18
meetings)
dent

dent

Independent100%(18 out of 18
meetings)
100%(18 out of 18
meetings)

Independent officer
stipulated by stock
exchanges, etc.

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
Reelection
Manager of Secretarial Dept.
December 2009 Director and Executive Officer, and Deputy Division Manager ofAttendance rate at
Sales Division
38,288
Board of Directors August 2010
Director and Executive Officer, Deputy Division Manager of
meetings
Sales Division, and General Manager of Sales Dept. 2, Sales
100%
Division(18 out of 18
December 2011 Director and Managing Executive Officer, General Manager of
meetings)
Corporate Office Division, responsible for Secretarial Dept., andGeneral 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 to realizethat vision. 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]
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,
Asahi Denka Co., Ltd.
Koji Shishido
June 2010
Plant Manager of Kashima Plant, ADEKA Corporation(December 20, 1959)
June 2014
General Manager of Production Management Dept., ADEKA
Corporation
Reelection
June 2016
Operating Officer and General Manager of Environmental
Protection Division, General Manager of Environmental Safety
21,223
Attendance rate at& Quality Assurance Dept., ADEKA Corporation
Board of Directors
April 2017
Operating Officer and General Manager of Environmental
meetings
Protection Division, ADEKA Corporation
100%
December 2018 Representative Director and Senior Managing Executive(18 out of 18
Officer, and Division Manager of Production Division
meetings)
June 2020
Representative Director and Senior Managing Executive
Officer, Division Manager of Production Division, and in
charge of Environment Safety Dept. (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 and environmental protection
segments and broad insight. He assumed the office of Representative Director of the Company in 2018, 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]
There are no special interests between Mr. Koji Shishido and the Company.
For the past 10 years, Mr. Koji Shishido served as an executive of ADEKA Corporation, the Company’s parent company as
described in past experience, positions, responsibilities and significant concurrent positions.

-8-

No.

Name
(Date of birth)

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

3

Number ofshares of theCompany held

Joined the Company
General Manager of Secretarial Dept.
General Manager of Marketing Dept., Sales Division
Executive Officer, Deputy Division Manager of Sales Division,
General Manager of Marketing Dept., Sales Division, andGeneral Manager of Sales Dept. 2, Sales Division
August 2013
Executive Officer, Deputy Division Manager of Sales Division,
Hirohisa Yanoand General Manager of Marketing Dept., Sales Division(July 16, 1958)
December 2015 Director and Senior Executive Officer, and Division Manager ofSales Division
Reelection
August 2017
Director and Senior Executive Officer, and Division Manager ofDomestic Sales Division
Attendance rate at
9,457
December 2018 Director and Senior Executive Officer, and Division Manager ofBoard of Directors
Market Development Division
meetings
June 2020
Director and Managing Executive Officer, Division Manager of94%
Administration Division, responsible for Osaka Plant and(17 out of 18
General Manager of Osaka Plant, in charge of Market
meetings)
Development Division, and responsible for special missions
August 2021
Director and Managing Executive Officer, Division Manager of
Administration Division, responsible for CSR Promotion Dept.
and General Manager of CSR Promotion Dept., responsible for
Osaka Plant and General Manager of Osaka Plant, in charge ofMarket Development Division, and responsible for special
missions (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, market
development segment, and others. He assumed the office of Director of the Company in 2015 and is currently engaged instrengthening the administration segment as Division Manager of the Administration 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]
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
October 1985
December 2008

4

Number ofshares of theCompany held

Joined the Company
Licensing Manager of Research & Development Strategy
Promotion Dept., Research & Development DivisionDecember 2012 Exploratory Manager of Research Center, Research &Development Division
Kozo Machiya
August 2014
General Manager of Research & Development Strategy(January 17, 1958)
Promotion Dept., Research & Development DivisionDecember 2014 Executive Officer, General Manager of Research &Reelection
Development Strategy Promotion Dept., Research &9,103
Development Division
Attendance rate at
December 2016 Executive Officer, Deputy Division Manager of Research
Board of Directors
Division and General Manager of Research Center, Researchmeetings
Division and Exploratory Manager of Research Center, Research
100%
Division(15 out of 15
December 2018 Senior Executive Officer, Division Manager of Researchmeetings)
Division
June 2020
Managing Executive Officer, Division Manager of Research
Division
June 2021
Director and Managing Executive Officer, and Division Manager
of Research Division (current position)[Reason for election as a candidate for Director]
Mr. Kozo Machiya who assumed the office of Director of the Company in 2021 is currently working to enhance drug
discovering capability as Division Manager of the Research 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]
There are no special interests between Mr. Kozo Machiya and the Company.

- 10 -

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1981

5

Number ofshares of theCompany held

Joined Adeka Argus Chemical Co., Ltd. (current ADEKA
Corporation)
June 2007
General Manager of Additives Solution Dept., Polymer
Additives R&D Laboratory, ADEKA Corporation
October 2010
General Manager of Additives Solution Dept., Polymer
Additives R&D Laboratory, ADEKA Corporation
May 2011
General Manager of Overseas Business Promotion Office,Hiroshi Yamanoi
Corporate Planning Dept., ADEKA Corporation(January 22, 1958)
June 2014
General Manager of Affiliated Companies Support Office,Corporate Planning Dept., ADEKA Corporation
Reelection
October 2016
Joined the Company
Executive Adviser of Chemical Products Division
Attendance rate at
9,616
December 2016 Director and Senior Executive Officer, and Division Manager ofBoard of Directors
Chemical Products Division
meetings
December 2018 Director and Senior Executive Officer, and responsible for100%
Pharmaceuticals Dept.
(18 out of 18
August 2019
Director and Senior Executive Officer, and Division Manager of
meetings)
Industrial & Pharmaceuticals Sales Division
April 2020
Director and Senior Executive Officer, Division Manager ofIndustrial & Pharmaceuticals Sales Division and General
Manager of Pharmaceuticals Dept., Industrial & Pharmaceuticals
Sales Division
April 2021
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 industrial andpharmaceuticals sales business including agrochemicals as Division Manager of the Industrial & Pharmaceuticals Sales
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. Hiroshi Yamanoi and the Company.
In the past, Mr. Hiroshi Yamanoi served for 10 years as an executive of ADEKA Corporation, the Company’s parent company
as described in past experience, positions, responsibilities and significant concurrent positions.

- 11 -

No.

Name(Date of birth)

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

6

7

Number ofshares of theCompany held

Joined the Company
General Manager of Sales Dept. 1, Sales Division
General Manager of Accounting and System Dept.,
Administration DivisionDecember 2015 Executive Officer, Deputy Division Manager of Sales Division,and General Manager of Marketing Dept., Sales Division
Hideo Yamamoto
December 2016 Executive Officer, Deputy Division Manager of Sales Division,(August 10, 1962)
and General Manager of Technical Service & Promotion Dept.,
Sales Division
Reelection
December 2017 Executive Officer, Deputy Division Manager of Domestic Sales
Division, General Manager of Technical Service & Promotion
Attendance rate at
8,256
Dept., Domestic Sales Division, and General Manager of Sales
Board of Directors
Dept. 1, Domestic Sales Division
meetings
August 2018
Executive Officer and Deputy Division Manager of Domestic
100%
Sales Division(18 out of 18
December 2018 Director and Senior Executive Officer, and Division Manager of
meetings)
Domestic Sales Division
April 2020
Director and Senior Executive Officer, and Division Manager ofDomestic Sales Division, General Manager of Smart Agriculture
Promotion Dept., Domestic Sales Division
April 2021
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.
April 1986
Joined the Company
December 2013 General Manager of Sales Dept. 1, Sales Division
Hiroyuki Iwata
August 2016
General Manager attached to Division Manager of Overseas(November 3, 1963)
Division
December 2016 Executive Officer, Deputy Division Manager of Overseas
Reelection
Division, and General Manager of Sales Dept. Asia, Overseas
9,724
Division
Attendance rate at
December 2017 Executive Officer and Division Manager of Overseas Division
Board of Directors December 2018 Director and Senior Executive Officer, and Division Manager of
meetings
Overseas Division
100%
June 2020
Director and Senior Executive Officer, and Division Manager of(18 out of 18
Corporate Planning Division
meetings)
June 2021
Director and Senior Executive Officer, Division Manager ofCorporate Planning Division, and in charge of Overseas Division(current position)[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 currently engaged in creating and advancing
growth strategies to realize the Nichino Group vision as Division Manager of the Corporate Planning Division. The Company
expects him to steer the ongoing group management of the Company as a business administrator by drawing on theseexperiences and achievements.
[Special notes regarding the candidate for Director]
There are no special interests between Mr. Hiroyuki Iwata and the Company.

- 12 -

No.

Name(Date of birth)

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

8

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%
June 2020
Advisor, ADEKA Corporation (current position)(18 out of 18(Significant concurrent positions)
meetings)
Advisor of ADEKA Corporation
Outside Audit & Supervisory Board Member of Zeon Corporation[Reason for election as a candidate for Director]
Mr. Akio Kohri has served as Chairman and President 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 and broad
insight. The Company has continuously selected him as a candidate for Director, because the Company believes that he isadequate 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]
There are no special interests between Mr. Akio Kohri and the Company.
For the past 10 years to the present, Mr. Akio Kohri has been serving as an executive of ADEKA Corporation, the Company’s
parent company as described in past experience, positions, responsibilities and significant concurrent positions.

- 13 -

No.

Name(Date of birth)

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

9

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 2006
Professor of Global Business Department, College of Business,
OutsideRikkyo University
March 2007
PhD (Accounting) (Rikkyo University)
Independent─April 2008
President of Graduate School of Business Administration(MBA), Rikkyo University
Attendance rate at
April 2012
Dean, College of Business, Rikkyo University
Board of Directors
December 2014 CPA Examination Committee Member
meetings
December 2014 Director of the Company (current position)
100%
March 2021
Professor Emeritus of Rikkyo University (current position)(18 out of 18
April 2021
Professor of Ohara Graduate School of Accounting (current
meetings)
position)(Significant concurrent positions)
Professor Emeritus of Rikkyo University
Professor of Ohara Graduate School of Accounting[Reason for election as a candidate for Outside Director and overview of expected roles]
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 by providing the Company with opinions and advice
on the Company’s overall management from an objective perspective, he has contributed to improving the effectiveness of
the Company’s Board of Directors. 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 thereasons 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. The Company expects
him to continue to fulfill the above roles.
He will have served as Outside Director for 7 years and 6 months 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 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. Yasunori Matsui and the Company.

- 14 -

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

Kazuyoshi Tachibana April 1978
(January 21, 1956)
July 2002
Reelection
April 2005

10

Joined Kyowa Hakko Kogyo Co., Ltd. (current Kyowa Kirin
Co., Ltd.)
President of Kyowa Pharmaceuticals Inc.
General Manager of Pharmaceutical Strategic Planning Division
and Pharmaceutical Manufacturing Strategy Department, Kyowa
OutsideHakko Kogyo Co., Ltd.
June 2005
Executive Officer of Kyowa Hakko Kogyo Co., Ltd.
Independent
October 2008
Executive Officer of Kyowa Hakko Kirin Co., Ltd. (current
2,000
Kyowa Kirin Co., Ltd)
Attendance rate at
April 2009Managing Executive Officer of Kyowa Hakko Kirin Co., Ltd.
Board of Directors June 2009
Director of the Board and Managing Executive Officer of Kyowa
meetings
Hakko Kirin Co., Ltd.
100%
March 2018
Retired from the office of Director of the Board and Managing(18 out of 18
Executive Officer of Kyowa Hakko Kirin Co., Ltd.
meetings)
June 2020
Director of the Company (current position)[Reason for election as a candidate for Outside Director and overview of expected roles]
Mr. Kazuyoshi Tachibana has a wealth of experience and broad-based insight as operating officer of a listed company as wellas manager of an overseas business entity, and by providing the Company with opinions and advice on the Company’s overallmanagement from an objective perspective, he has contributed to improving the effectiveness of the Company’s Board of
Directors. The Company has 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 trackrecord of fulfilling the responsibilities as Outside Director of the Company. The Company expects him to continue to fulfill
the above roles.
He will have served as Outside Director for 2 years at the conclusion of this Ordinary General Meeting of Shareholders.
[Matters concerning independence]
Mr. Kazuyoshi Tachibana 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. Kazuyoshi Tachibana 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
to limit his liability to the amount stipulated by laws and regulations.
[Special notes regarding the candidate for Director]
There are no special interests between Mr. Kazuyoshi Tachibana and the Company.

(Note) To secure talented personnel and support proactive and bold business decision making toward growth,
the Company entered into a directors and officers liability insurance contract, an outline of which isprovided below. Candidates for the Directors nominated in this Proposal are already insured undersaid contract, and will continue to be insured upon reelection.
The Company plans to renew said contract with the same contents during their terms of office.
[Outline of content of directors and officers liability insurance contract](1) Actual ratio of premiums paid by the insured
Premiums, including riders, are paid by the Company, and the insured do not bear the actual premiums.
(2) Outline of events insured against
The policy, together with riders, will cover damages and legal fees, etc., that may arise due to theinsured directors and officers assuming liability for the execution of duties or receiving a claim related
to the pursuit of such liability. However, there are certain exemptions, such as in case of actions takenwith the knowledge that such actions are in violation of laws and regulations.
(3) Measures to ensure that the appropriateness of directors’ and officers’ duties are not impaired
The insurance contract contains stipulations regarding the amount of exemptions, and damages up to
said exemption amount will not be covered.

- 15 -

Proposal 4:

Election of 5 Directors Serving as the Audit & Supervisory Committee Members

The terms of office of all 5 Directors serving as the Audit & Supervisory Committee Members will expire
at the conclusion of this Ordinary General Meeting of Shareholders.
Accordingly, the Company proposes the election of 5 Directors serving as the Audit & Supervisory
Committee Members.
The Audit & Supervisory Committee has given its approval to this proposal.
The candidates for Directors serving as the Audit & Supervisory Committee Members are as follows:

Yoshiaki Higashino

Director
Full-time Audit & Supervisory
Committee Member

Reelection100%(18 out of 18
meetings)

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

Haruhiko Tomiyasu

Director
Audit & Supervisory Committee
MemberReelection100%(18 out of 18
meetings)

100%(8 out of 8
meetings)

3

Iwao Toigawa

Director
Audit & Supervisory Committee
MemberReelection

Outside Indepen-100%(18 out of 18
meetings)

100%(8 out of 8
meetings)

4

Chizuko Nakata

Director
Audit & Supervisory Committee
MemberReelection

Outside Indepen-

5

Yoshiko Oshima

Director
Audit & Supervisory Committee
MemberReelection

Outside Indepen-100%(18 out of 18
meetings)
100%(18 out of 18
meetings)

100%(8 out of 8
meetings)
100%(8 out of 8
meetings)

Newelection

New election
Director candidate

No.

1
2

Current positions andresponsibilities

Name

Reelection

Reelection
Director candidate

Attendance rate at
Board of Directors
meetings

Attributes

Outside- 16 -

dent

dent

Outside Director
candidatedent

Independent

Independent officer
stipulated by stock
exchanges, etc.

No.

Name
(Date of birth)

Number ofshares of theCompany held

Joined Mitsubishi Kasei Corporation (current Mitsubishi
Chemical Corporation)
October 2002
Joined the Company
December 2008 General Manager of Corporate Planning Dept., Corporate Office
Reelection
Division
December 2013 Executive Officer and General Manager of Corporate Planning
Attendance rate at
Dept., Corporate Office Division
Board of Directors December 2015 Senior Executive Officer, Division Manager of Corporate
meetings
Planning Division, General Manager of Corporate Planning
10,137100%
Dept., Corporate Planning Division, and responsible for(18 out of 18
Secretarial Dept.
meetings)
December 2016 Director and Senior Executive Officer, and Division Manager ofMarket Development Division
Attendance rate at
December 2018 Director and Senior Executive Officer, and Division Manager ofAudit & Supervisory
Administration Division, responsible for Osaka Plant andCommittee meetings
General Manager of Osaka Plant, and responsible for special
100%
missions(8 out of 8 meetings)
June 2020
Director and Full-time Audit & Supervisory Committee Member(current position)[Reason for election as a candidate for Director serving as the Audit & Supervisory Committee Member]
Mr. Yoshiaki Higashino has broad knowledge and experience gained by serving in the corporate planning and market
development segments of the Company. He has also experience as management of the Company as Director since 2016, alongwith expertise in finance and accounting gained through his career as Division Manager of Administration Division since
2018. The Company has selected Mr. Higashino as a candidate for Director, because the Company believes that he is adequate
to serve as Director serving as the Audit & Supervisory Committee Member.
[Special notes regarding the candidate for Director serving as the Audit & Supervisory Committee Member]
There are no special interests between Mr. Yoshiaki Higashino and the Company.
Yoshiaki Higashino(May 12, 1958)

1

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

- 17 -

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Joined The Dai-Ichi Kangyo Bank, Limited (current Mizuho
Financial Group, Inc.)
July 2005
General Manager of Administration Division, Mizuho Bank, Ltd.
June 2007
Full-time Audit and Supervisory Board Member, ADEKA
Corporation
June 2009
Director and Operating Officer, responsible for Legal & Public
Relations Dept. and Financial & Accounting Dept., andChairman of Internal Control Promotion Committee, ADEKA
Corporation
December 2009 Audit & Supervisory Board Member of the Company
Director and Operating Officer, responsible for Information
Haruhiko Tomiyasu June 2010
Systems Dept., ADEKA Corporation(July 7, 1956)
June 2012
Director and Operating Officer, responsible for Human
Resources Dept., Financial & Accounting Dept. and Information
Reelection
Systems Dept., ADEKA Corporation
June 2014
Director and Managing Operating Officer, responsible for
Attendance rate at
Human Resources Dept., Financial & Accounting Dept. andBoard of Directors
Information Systems Dept., and Chairman of Internal Control
meetings
Promotion Committee, ADEKA Corporation
─
100%
June
2015
Director and Managing Operating Officer, responsible for(18 out of 18
Human Resources Dept., Financial & Accounting Dept. andmeetings)
Procurement & Logistics Dept., and Chairman of Internal
Control Promotion Committee, ADEKA Corporation
Attendance rate at
Director and Senior Managing Operating Officer, Assistant to
Audit & Supervisory June 2018
Committee meetings
President, responsible for Secretarial Dept., Human Resources100%
Dept., and Procurement & Logistics Dept., and Chairman of(8 out of 8 meetings)
Internal Control Promotion Committee, ADEKA Corporation
June 2020
Director and Audit & Supervisory Committee Member of theCompany (current position)
Representative Director and Senior Managing Operating Officer,
Assistant to President, responsible for Secretarial Dept., Human
Resources Dept., and Procurement & Logistics Dept., andChairman of Internal Control Promotion Committee, ADEKA
Corporation (current position)(Significant concurrent positions)Representative Director and Senior Managing Operating Officer of ADEKA
Corporation[Reason for election as a candidate for Director serving as the Audit & Supervisory Committee Member]
Mr. Haruhiko Tomiyasu is a Representative Director and Senior Managing Operating Officer of ADEKA Corporation, theCompany’s parent company. The Company has selected him as a candidate for Director because the Company believes that
he is adequate to serve as Director serving as the Audit & Supervisory Committee Member based on his wealth of experienceand 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 Director serving as the Audit & Supervisory Committee
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 Director serving as the Audit & Supervisory Committee Member]
For the past 10 years to the present, Mr. Haruhiko Tomiyasu has been serving as an executive of ADEKA Corporation, theCompany’s parent company, as described in past experience, positions, responsibilities and significant concurrent positions.
April 1979

2

Number ofshares of theCompany held

- 18 -

No.

Name(Date of birth)Iwao Toigawa(August 22, 1953)
Reelection
OutsideIndependent
Attendance rate at
Board of Directors
meetings
100%(18 out of 18
meetings)

3

Past experience, positions, responsibilities
and significant concurrent positions
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
June 2020
Director and Audit & Supervisory Committee Member (current
position)(Significant concurrent positions)
Attorney-at-law
April 1991

Number ofshares of theCompany held─

Attendance rate at
Audit & Supervisory
Committee meetings
100%(8 out of 8 meetings)[Reason for election as a candidate for Outside Director serving as the Audit & Supervisory Committee Member and overview
of expected roles]
Mr. Iwao Toigawa has expertise as an attorney-at-law, and a wealth of experience and broad insight in corporate legal affairs,
and by providing the Company with opinions and advice on the Company’s overall management from an objective
perspective, he has contributed to improving the effectiveness of the Company’s Board of Directors. Although he has noexperience in being involved in corporate management except as an outside officer, the Company has selected him as a
candidate for Outside Director serving as the Audit & Supervisory Committee Member because, in addition to the reasonsmentioned 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. The Company expects him tocontinue to fulfill the above roles. He will have served as Outside Director for 6 years and 6 months and as Outside Director
serving as the Audit & Supervisory Committee Member for 2 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 serving as the Audit & Supervisory Committee Member, 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 serving as the Audit & Supervisory Committee 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 Director serving as the Audit & Supervisory Committee Member]
There are no special interests between Mr. Iwao Toigawa and the Company.

- 19 -

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Chizuko Nakata
November 1981
(September 29, 1956) March 1984
Reelection

July 1996

OutsideIndependent
Attendance rate at
Board of Directors
meetings
100%(18 out of 18
meetings)

4

Joined Coopers & Lybrand Accounting Office
Established Nakata Certified Public Accountant Office (current
position)
Established Nakata Business Consulting LPC (current Nakata
Business Consulting Co., Ltd.) as Representative Director(current position)

Audit & Supervisory Board Member of the Company
Director and Audit & Supervisory Committee Member (current
position)(Significant concurrent positions)Certified public accountant
Certified public tax accountant
Representative Director of Nakata Business Consulting Co., Ltd.
Supervisory Director of Daiwa Securities Living Investment Corporation

Number ofshares of theCompany held

December 2015
June 2020─Attendance rate at
Audit & Supervisory
Committee meetings
100%(8 out of 8 meetings)[Reason for election as a candidate for Outside Director serving as the Audit & Supervisory Committee Member and overview
of expected roles]
Ms. Chizuko Nakata has broad-based knowledge and insight in corporate management gained through her years of experienceas certified public accountant, and by providing the Company with opinions and advice on the Company’s overallmanagement from an objective perspective, she has contributed to improving the effectiveness of the Company’s Board of
Directors. The Company has selected her as a candidate for Outside Director serving as the Audit & Supervisory Committee
Member because, in addition to the reasons mentioned above, the Company believes that she is capable of adequately
executing duties relevant to the position based on her solid track record of fulfilling the responsibilities as Outside Directorof the Company. The Company expects her to continue to fulfill the above roles. She will have served as Outside Director
serving as the Audit & Supervisory Committee Member for 2 years at the conclusion of this Ordinary General Meeting of
Shareholders.
[Matters concerning independence]
Ms. Chizuko Nakata 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
Director serving as the Audit & Supervisory Committee 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. Chizuko Nakata to limit her liability under Article 423, Paragraph 1 of
the Companies Act. Subject to the approval of her election as Director serving as the Audit & Supervisory Committee
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 Director serving as the Audit & Supervisory Committee Member]
There are no special interests between Ms. Chizuko Nakata and the Company.

- 20 -

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Registered as attorney-at-law (Dai-Ichi Tokyo Bar Association)
Yoshiko Oshima
April 1988
and joined Nishimura & Sanada (current Nishimura & Asahi)(November 10, 1956)
May 1989
Joined Legal Affairs Department, Esso Sekiyu K.K. (current
ENEOS Corporation)
Reelection
July 1991
Joined Blakemore & Mitsuki
August 1994
Joined Atsumi & Usui (current Atsumi & Sakai)
OutsideJuly 1995
Joined Coudert Brothers LLP (New York)May 1997
Established Oshima Law Office (current position)
Independent
July 2013
Started practice as a certified public tax accountant (current
position)
Attendance rate at
Board of Directors September 2018 Audit & Supervisory Board Member of the Company
June 2020
Director and Audit & Supervisory Committee Member (current
meetings
position)
100%(Significant concurrent positions)(18 out of 18
Attorney-at-law
meetings)
Certified public tax accountant
Attendance rate at
Audit & Supervisory
Committee meetings

5

Number ofshares of theCompany held─100%
(8 out of 8 meetings)[Reason for election as a candidate for Outside Director serving as the Audit & Supervisory Committee Member and overview
of expected roles]
Ms. Yoshiko Oshima has 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, and by providing the Company with opinions andadvice on the Company’s overall management from an objective perspective, she has contributed to improving theeffectiveness of the Company’s Board of Directors. Although she has no experience in being involved in corporate
management except as an outside officer, the Company has selected her as a candidate for Outside Director serving as the
Audit & Supervisory Committee Member because, in addition to the reasons mentioned above, the Company believes that
she is capable of adequately executing duties relevant to the position based on her solid track record of fulfilling the
responsibilities as Outside Director of the Company. The Company expects her to continue to fulfill the above roles. She will
have served as Outside Director serving as the Audit & Supervisory Committee Member for 2 years at the conclusion of thisOrdinary 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
Director serving as the Audit & Supervisory Committee 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 Director serving as the Audit & Supervisory Committee
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 Director serving as the Audit & Supervisory Committee Member]
There are no special interests between Ms. Yoshiko Oshima and the Company.

- 21 -

(Note) To secure talented personnel and support proactive and bold business decision making toward growth,
the Company entered into a directors and officers liability insurance contract, an outline of which isprovided below. Candidates for the Directors serving as the Audit & Supervisory Committee Members
nominated in this Proposal are already insured under said contract, and will continue to be insured uponreelection.
The Company plans to renew said contract with the same contents during their terms of office.
[Outline of content of directors and officers liability insurance contract](1) Actual ratio of premiums paid by the insured
Premiums, including riders, are paid by the Company, and the insured do not bear the actual premiums.
(2) Outline of events insured against
The policy, together with riders, will cover damages and legal fees, etc., that may arise due to theinsured directors and officers assuming liability for the execution of duties or receiving a claim related
to the pursuit of such liability. However, there are certain exemptions, such as in case of actions takenwith the knowledge that such actions are in violation of laws and regulations.
(3) Measures to ensure that the appropriateness of directors’ and officers’ duties are not impaired
The insurance contract contains stipulations regarding the amount of exemptions, and damages up to
said exemption amount will not be covered.

- 22 -

(Reference)
Skills Matrix of Directors (Plan after the conclusion of this Ordinary General Meeting of Shareholders)Name

Yosuke Tomoi
Hiroyuki Iwata
Koji Shishido
Hirohisa Yano
Kozo Machiya
Hideo Yamamoto
Hiroshi Yamanoi
Akio Kohri

Positions

Director, Chairman
Representative Director,
President
Representative Director,
Vice President
Director and Managing
Executive Officer
Director and Managing
Executive Officer
Director and Managing
Executive Officer
Director and Senior
Executive Officer

Expertise and experience
Overseas Research &business development

CSR

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●
●

●
●

●

●

●
●

●

●

●

●
●

Finance & Governance& riskaccounting management●●

Director

Director (Outside
Director)
Kazuyoshi
Director (Outside
TachibanaDirector)
Director
Full-time Audit &Yoshiaki Higashino
Supervisory Committee
MemberDirector
Haruhiko Tomiyasu Audit & Supervisory
Committee Member
Director (Outside
Director)
Iwao Toigawa
Audit & Supervisory
Committee Member
Director (Outside
Director)
Chizuko Nakata
Audit & Supervisory
Committee Member
Director (Outside
Director)
Yoshiko Oshima
Audit & Supervisory
Committee Member
Yasunori Matsui

Independence(Outside
Corporate
Industry
Director
management knowledge
only)

●
●

●
●

●
●

●

●
●

●

●

●

●

●

●

●

●

●

●

●

●

- 23 -

Proposal 5:

Election of 1 Substitute Director Serving as the Audit & Supervisory Committee Member

The Company proposes the election of 1 substitute Director serving as the Audit & Supervisory Committee
Member to fill in the gap where such gap arises between the statutorily required number and actual number of
Directors serving as the Audit & Supervisory Committee Members.
Effectiveness of the resolution for election may, subject to the consent of the Audit & Supervisory
Committee, be withdrawn by the resolution of the Board of Directors, insofar as such procedure of withdrawal
takes place prior to the appointment of the Audit & Supervisory Committee Member concerned.
The Audit & Supervisory Committee has given its approval to this proposal.
The candidate for substitute Director serving as the Audit & Supervisory Committee Member is as follows.
Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

Joined Mitsubishi Corporation
EVP and Treasurer, Mitsubishi Foods (MC), Inc.
CFO, MC Machinery Systems, Inc.
Team Leader of Infrastructure and Business Development Team,
Machinery Management Department, Mitsubishi Corporation
July 2004
Deputy General Manager of Audit & Supervisory Board
Members Office, Mitsubishi Corporation
March 2010
Senior Vice President, vice in charge of Corporate Planning andSkill Development, Mitsubishi Corporation Technos
Isao Murakami
April 2010
Member of the Board, Senior Vice President, in charge of(November 23, 1956)
Corporate Planning and Skill Development, and Chief
Compliance Officer, Mitsubishi Corporation Technos─OutsideApril 2011
Member of the Board, Executive Vice President, in charge ofCorporate Planning and Skill Development, and Chief
Independent
Compliance Officer, Mitsubishi Corporation Technos
June 2016
Member of the Board, Executive Vice President, in charge ofSkill Development, and Chief Compliance Officer, Mitsubishi
Corporation Technos
June 2017
Full-time Corporate Auditor, Mitsubishi Corporation Technos
June 2019
Retired from the office of Full-time Corporate Auditor,
Mitsubishi Corporation Technos(Significant concurrent positions)─[Reason for election as a candidate for substitute Outside Director serving as the Audit & Supervisory Committee Member
and overview of expected roles]
Mr. Isao Murakami has a wealth of experience and insight in corporate management. The Company has selected him as a
candidate for substitute Outside Director serving as the Audit & Supervisory Committee Member, because the Company
believes that he is capable of carrying out audit of the Company by capitalizing on such experience and insight. He is expected
to contribute to improving the effectiveness of the Company’s Board of Directors by providing the Company with opinions
and advice on the Company’s overall management from an objective perspective.
[Matters concerning independence]
Mr. Isao Murakami 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 intends, subject
to his election as originally proposed followed by his appointment as Outside Director serving as the Audit & Supervisory
Committee Member, to designate him as an independent officer and notify the Exchange to that effect.
[Liability limitation agreement]
Subject to his election as originally proposed followed by his appointment as Director serving as the Audit & Supervisory
Committee Member, the Company intends to enter into an agreement with Mr. Isao Murakami to limit his liability for damages
stipulated under Article 423, Paragraph 1 of the Companies Act, to the extent stipulated by laws and regulations.
[Special notes regarding the candidate for substitute Director serving as the Audit & Supervisory Committee Member]
There are no special interests between Mr. Isao Murakami and the Company.
April 1979
October 1993
March 1996
April 2000

- 24 -

(Note) To secure talented personnel and support proactive and bold business decision making toward growth,
the Company entered into a directors and officers liability insurance contract, an outline of which isprovided below. If the candidate assumes the office of Director serving as the Audit & Supervisory
Committee Member, he will be included in the insured under said contract.
The Company plans to renew said contract with the same contents during his term of office.
[Outline of content of directors and officers liability insurance contract](1) Actual ratio of premiums paid by the insured
Premiums, including riders, are paid by the Company, and the insured do not bear the actual premiums.
(2) Outline of events insured against
The policy, together with riders, will cover damages and legal fees, etc., that may arise due to theinsured directors and officers assuming liability for the execution of duties or receiving a claim related
to the pursuit of such liability. However, there are certain exemptions, such as in case of actions takenwith the knowledge that such actions are in violation of laws and regulations.
(3) Measures to ensure that the appropriateness of directors’ and officers’ duties are not impaired
The insurance contract contains stipulations regarding the amount of exemptions, and damages up to
said exemption amount will not be covered.

- 25 -

(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 of suchcorporation (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 ofsuch 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 the Company
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 the Company to theextent that there is no substitute, or the parent company or any of major subsidiaries of suchmajor 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.

- 26 -

(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 fallunder 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) Any person who was an Executive Person, non-executive director or audit & supervisoryboard member of the parent of the Company in the period of 10 years prior to his/her
appointment.
(13) Any person who is, or was in the last 10 years, an Executive Person in a sister company of theCompany (a company that has the same parent as the Company).
(14) A spouse, a relative within the second degree, or a relative living in the same household of theperson listed hereunder.
A. Person listed above
B. Executive Person, non-executive director, accounting advisor or audit & supervisory board
member of the parent of the Company
2. In order to serve as an independent officer of the Company, it is required that he/she be free from riskof 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 set forth by the Companies Act, and provides reasons why it considers he/she be appropriate
for its independent officer.

- 27 -

(Appendix)

Business Report(April 1, 2021 - March 31, 2022)

I. Overview of the corporate group
1. Business progress and results
During the fiscal year under review, Japan’s economy saw signs toward normalization of economic andsocial activities as manufacturing activities of companies have recovered and consumer spending has
remained steady in line with the spread of vaccination against the novel coronavirus (COVID-19).
However, we remain unable to see when the infection will end, as new variants continue to spread andfurthermore, due to higher geopolitical risk with the Ukraine situation and rising raw material prices,
future economic prospects are uncertain.
In the environment surrounding agriculture, farm production is expected to continue growing sincedemand for agricultural products will expand on the background of an increasing global population andeconomic development of emerging markets. The agrochemical market worldwide is returning to an
upward trend thanks to increasing demand in the Americas and other regions despite slower growth forthe past few years.
Looking at sales territories of the Group, the agrochemical market in North America has remained
steady, benefiting from continued warm weather. In Central and South America, demand has grown in
Brazil thanks to expanded soy bean and maize planted areas and other factors. In Asia, demand has grownin the Southeast Asia and other regions where weather has improved. Furthermore, in Europe, demand in
the overall market turned to growth since distribution inventories in the past years have been digested.
In domestic agriculture, structural problems such as an aging population of agricultural workers, aworsening shortage of successors and increasing abandoned farmland continue to remain unsolved. For
addressing these problems, the Headquarters on Creating Dynamism through Agriculture, Forestry and
Fishery Industries and Local Communities under the national government set an export goal of 5 trillion
yen by 2030 in the strategy for expanding the export of agricultural, forestry and fishery products andfoods, aiming to expand profits for agriculture, forestry and fishery operators.
Under such circumstances, the Group has executed the new three-year “Ensuring Growing Global 2(EGG2)” medium-term management plan starting from the current fiscal year and worked for improving
profitability, building innovative technologies and next-generation businesses and improving corporate
value in a sustainable manner. Net sales of the Group amounted to 81,910 million yen (an increase of
10,385 million yen or 14.5% year on year) for the fiscal year under review. In terms of profits, operating
profit and ordinary profit amounted to 6,642 million yen (a decrease of 339 million yen or 4.9% year onyear) and 5,768 million yen (an increase of 46 million yen or 0.8% year on year), respectively and profit
attributable to owners of parent amounted to 4,502 million yen (an increase of 157 million yen or 3.6%
year on year).
An overview of each business segment is as follows:- 28 -

(1) Agrochemical business

Regarding agrochemical sales in Japan, the Group has struggled to spread our core internally developed
products such as fungicide pyraziflumid for horticultural use (product name: “Parade”) while expanding
sales of this product. In addition, in order to increase our share in the domestic agrochemical market, theCompany entered into a sales agreement in Japan in May 2021 with Corteva Agriscience Japan Limited and
Dow AgroSciences Japan Limited (hereinafter collectively referred to as “Corteva”) and began sales ofCorteva products in October of the same year. As a result, net sales of the overall domestic agrochemicalsales have exceeded that of the previous fiscal year.
For overseas agrochemical sales, net sales of Sipcam Nichino Brasil S.A. have grown as the agrochemical
demand is on upward trend in Brazil which is the world largest market and furthermore, sales of insecticide
flubendiamide which started from the previous fiscal year remained strong. In North America, net sales of
Nichino America, Inc. increased, driven by sales of herbicide pyraflufen-ethyl, etc. which took away market
shares from competing products. In Europe, sales of flubendiamide active ingredients for Bayer haveremained strong. Furthermore in Asia, sales of the tolfenpyrad insecticide for horticultural use have remained
strong in India.
Regarding benzpyrimoxan (product name: “Orchestra”), a novel insecticide for paddy rice, for whichapplication of agrochemical registration was filed in India by Nichino India Pvt. Ltd. in February 2019,agrochemical registration was acquired on February 3, 2022.
As a result of the above, net sales of the agrochemical business amounted to 76,801 million yen (anincrease of 11,414 million yen or 17.5% year on year) and operating profit amounted to 6,240 million yen(an increase of 241 million yen or 4.0% year on year).

(2) Chemicals other than agrochemicals businessIn the chemicals business, AgriMart Corporation experienced strong sales of the termiticide segment due
mainly to growth of housing starts in 2021 for the first time in five years. On the other hand, in thepharmaceutical business, the topical antifungal drug luliconazole experienced stagnant sales due mainly todecreased outpatient visits to medical institutions amid the spread of COVID-19.
As a result of the above, net sales of the chemicals other than agrochemicals business amounted to 3,465
million yen (a decrease of 813 million yen or 19.0% year on year) and operating profit amounted to 960
million yen (a decrease of 510 million yen or 34.7% year on year).

Business
Agrochemical business
Chemicals other thanagrochemicals business
Other businessNet sales
76,801 million yen- 29 -

Composition
93.8%

3,465 million yen

4.2%

1,643 million yen

2.0%

2. Research and development activities(1) Research activities
During the fiscal year under review, as the first fiscal year of the “Ensuring Growing Global 2(EGG2)” medium-term management plan, the Company continually worked to enrich and step up
pipeline compounds and create new lead compounds in exploratory research, in an effort to create newchemicals in a sustainable manner. Additionally, in research and development, the Company promoted
strategic and global research activities through cooperation between group companies, working tomaximize value of new chemicals and maintaining and expanding value of existing chemicals.
1) Creation of new compounds
In the crop science field, with the goal of “launching one agent every three years,” the Company
qualitatively and quantitatively improved exploratory research by unifying the three segments ofchemistry, biology, and safety, while advancing diverse medicine creation through open innovation with
universities and public research institutions, etc. Among these, for several promising candidate
compounds, the Company made steady progress toward development and commercialization.
Furthermore, in parallel with this effort, the Company actively promoted research of biotic pesticides andcrop protection material. Meanwhile, the Company also promoted research in the fields of animal healthcare products and pharmaceuticals in an effort to strengthen the life sciences field.
2) Promotion of new chemical development and maintaining and expanding existing chemicals
By strengthening global cooperation among group companies, the Company continued performance
evaluations and information sharing to develop new chemicals and maintain and expand value ofexisting chemicals, while also considering cost reductions for ingredients in an effort to improve
profitability. Application research was pursued for launching the full-scale sale of general fungicide
pyraziflumid (product name: “Parade”) and benzpyrimoxan (product name: “Orchestra”), a novel
insecticide for paddy rice, in the domestic and overseas markets.
3) Promoting consideration of new businesses
The Company achieved the full-scale sale of a frost damage prevention chemical that makes use of
supercooling acceleration substances by accumulating implementation effectiveness data. Considerations
are also continuing in cooperation with external institutions for evaluating other new business themes
from a technical perspective and establishing business models.
(2) Development activities
As the first fiscal year of the EGG2 medium-term management plan, the Company worked tomaximize the proprietary active ingredients in the global market, strengthen marketing functions focusedon customers’ voice and perspectives and respond to market changes. For maximizing the proprietaryactive ingredients, the Company promoted registration and development in cooperation with the groupcompanies. For strengthening marketing functions, the Company built a global marketing structure andstrengthened collection and analysis of the global market information and for responding to market
changes, the Company began development of biotic pesticides and crop protection materials.
1) Newly developed products
In the fiscal year under review, the Company launched domestic development of a novel general
insecticide (development code: NNI-2101). This is a new active ingredient having excellent generalapplicability, as it displays a broader insecticidal spectrum including lepidopterous and coleopteran pests,
with excellent systemic action and high efficacy against existing insecticide-resistant pests. Therefore,
contract tests are planned for various kinds of target pests and treatment methods and the Company will
promote domestic development to make it a convenient insect pest control material. Also, the Company
is considering its expansion to the global market and will launch development, at first in countries andregions where registrability and profitability are expectable. Furthermore, the Company is considering
the development of one insecticide and one fungicide as candidates for new chemical pipelines.
For benzpyrimoxan, a novel insecticide for paddy rice for which agrochemical registration was
acquired in Japan and India, sales of Orchestra Flowable began in May 2021 as a controlling agent
against rice planthopper nymphs and Nephotettix cincticeps nymphs. In 2022, the Company plans tobegin sales of Orchestra Starkle Air which also targets Pentatomorpha and Orchestra Romdan Moncut
Air and Dust Formulation targeting lepidopterous pests and sheath blight disease, establishing a brand asa spraying agent for paddy rice fields, enriching the product lineup. Active ingredients of this chemical
are manufactured by Nichino India Pvt. Ltd., which we believe will contribute to expansion of businessof the entire Group. In India, the sale is planned to begin in 2022 and the Company will make efforts tomaximize business of this chemical in the broader Asian region where wet-rice cultivation is popular.
For the novel general fungicide pyraziflumid, the Company worked to spread Parade 15 Flowable for- 30 -

fruit trees, Parade 20 Flowable for vegetables, and Decide Flowable for turf. Particularly for Parade 20
Flowable, the Company acquired registration for many kinds of crops to enable it to be used in wider
opportunities, in addition to development in a new treatment field (cell seedling irrigation treatment).
Global development of this chemical is also underway, and application for registration were filed in the
United States (including California), Canada, Mexico, Colombia, and Vietnam. In the United States,
registration is expected to be approved for fruit trees, nuts, and turf in 2022. The Company is also
considering possibilities for development in Europe, Brazil, and other countries and regions.
2) New domestic products
With the objective of enriching the domestic product portfolio, the Company began sales of the Twin
Barrier Water-Soluble Powder which is a proprietary product of horticultural fungicides. In addition, theCompany began sales of the Dunk Shot Flowable paddy herbicides introduced from SDS Biotech K.K.
Furthermore, the Company introduced 32 of Corteva’s chemicals to increase our lineup.
For existing chemicals, the Company is actively expanding applications for unmanned aerial
dispersion via drones, etc., in the horticultural field, and registrations were newly acquired for the
PHOENIX Water-Soluble Powder, AXEL Flowable, COLT Water-Soluble Powder, Nomolt Emulsion,
Parade 20 Flowable, and Z-Bordo.
In addition, the Company is actively introducing products other than agrochemicals and began the fullscale sale of a frost damage prevention chemical that makes use of natural extract from coffee (productname: Frost Buster).
3) Overseas products
For the pyflubumide acaricide, an application for registration has completed in Israel. Evaluations arealso ongoing to determine development possibilities in other countries.
Sales of the pyrifluquinazon insecticide began newly in Colombia. Furthermore, registration was
acquired in India, Algeria, and Oman and it is under review in Israel, Saudi Arabia, the UAE, andTaiwan. Also for the future, measures will be taken to expand the number of countries and regions where
it is registered.
Sales of the tolfenpyrad insecticide have begun newly in Brazil, Guatemala, and Myanmar.
Registration was also acquired in Algeria and Oman and in Tunisia, Saudi Arabia, and Vietnam,
registration is under review.
For flubendiamide insecticide, the Company promoted development in regions where Bayer
CropScience has conducted sales and the sales began in the large Brazil market. Registration is underreview in Argentina, Colombia, and Philippines and the Company intends to expand the market steadily.
Isoprothiolane has been spread and sold as a method to combat paddy rice blast and development is
progressing for its applications to the banana field in Central and South America, the Philippines, andother regions.
For orthosulfamuron herbicide, in the United States, sales began in the tree nut and vine fields.
For the insecticide buprofezin, insecticide and acaricide fenpyroximate, fungicide flutolanil andherbicide pyraflufen-ethyl, the Company is working to expand and maintain the business by maintaining
and expanding their registrations globally.
To contribute to a society as a research and development-oriented company, the Company will continue
to offer new products that are environmentally friendly and considerate of safety and health to the market
through technological innovation and strive to enhance customer value, in compliance with the letter andthe spirit of laws and regulations. Additionally, the Company will accelerate global expansion under the
medium-term management plan EGG2, continuously creating new active ingredients that are complying
with regulations of each country, while strengthening revolutionary and well-planned activities in
anticipation of the future market environment.
3. Status of capital investment
The total amount of capital investment for the fiscal year under review was 1,665 million yen, primarily
comprising expenses associated with updating existing facilities at the Kashima Plant and increasing
capacity of a Nichino India Pvt. Ltd. plant for manufacturing active ingredients.
4. Status of fund procurement
There were no matters of note during the fiscal year under review.

- 31 -

5. Status of business transfers to and from the Company
There were no matters of note during the fiscal year under review.
6. Status of stock holdings in other companies or acquisition or disposal of stock acquisition rights, etc.
There were no matters of note during the fiscal year under review.
7. Medium to long term management strategy and issues to be addressed
The environment surrounding the agrochemical business, which is the Group’s core business, is seeing
an expansionary trend in the global agrochemical market, owing to heightened demand for food stemmingfrom factors including an increasing global population and economic development in emerging markets.
Meanwhile, in Japan, the agrochemical market is projected to continue on a declining trend against a
backdrop of an aging population of agricultural workers, a decrease in farming land due to a worsening
shortage of successors, and government policies that seek to reduce agricultural materials costs.
Additionally, creating new chemicals is becoming increasingly complex and hurdles for registration of
new agrochemicals are becoming stricter, leading to an increase in new chemical development cost anddevelopment time. Furthermore, increasingly strict requirements for agrochemical registration in various
countries, price competition with generic agrochemicals, higher raw materials expenses and outsourced
manufacturing expenses, and effects of irregular weather on agricultural products, etc., are creating an
increasingly strict business environment for the Group.
In addition, concerning the future outlook, we assume that unstable and uncertain conditions willcontinue mainly due to impact on the global economy of the prolonged COVID-19 infection andemerging geopolitical risk. As the agrochemical business, which is the Group’s core business, is abusiness associated with the roots of agricultural products in its role supporting a safe and stable foodsupply, it can be thought that the effects will be limited relative to other industries, but there may be direct
effects on production and procurement, or indirect effects due to changes in the agricultural environment.
Amid such a business environment and under the “Nichino Group - Growing Global” Group Vision,
during the fiscal year under review which served as the first fiscal year of the “Ensuring Growing Global
2 (EGG2)” medium-term management plan, the Group was able to achieve a certain level of results instrengthening its business foundations, including acquiring registrations and promoting development for
key chemicals in target markets, enriching the drug pipeline, promoting development of the nextgeneration business, strengthening sales structures in India, responding to smart agriculture, andpromoting operational reforms and workstyle reforms. Additionally, activities were promoted to create
and manifest synergies at an early stage from the capital and business alliance with ADEKA Corporation.
The Group will continue to maximize contributions to revenue from previous investments and M&A
projects, while planning to expand business content through progress in further growth strategies moving
toward targeting net sales of 100.0 billion yen.
[Nichino Group Vision]“Nichino Group – Growing Global”• Supporting agricultural production and healthy lifestyles by providing advanced technologies thatmeet customer needs, such as new agrochemicals, pharmaceuticals, and animal health careproducts.
• Contributing to a sustainable society by expanding products and services that contribute to theSDGs, such as environmentally friendly products and labor-saving technologies.

- 32 -

[Medium-term management plan (Year ended March 31, 2022 to year ending March 31, 2024)]
1) Name: “Ensuring Growing Global 2 (EGG2)”
2) Numerical plans
Year ending
March 31, 2024 plan
(Final fiscal year)
89.0 billion yen
Consolidated net sales(Target net sales:
100.0 billion yen)
Operating profit
6.4 billion yen
Overseas net sales
57.1 billion yen
Overseas net sales ratio
64%(Note) The planned figures, earnings forecasts, and other forward-looking statements indicated in thisdocument are based on currently available information as well as certain assumptions that theCompany deems to be reasonable but actual earnings may differ significantly due to various
factors.
3) Basic policy
Toward achievement of the Group Vision, the Company has established the new corporate statement of“Global Innovator for Crop & Life” to strengthen foundations for creating a robust global structure,continuing the initiatives of the previous medium-term management plan. To strengthen foundations, inaddition to improving profitability through expanding group synergies, the Company will have a basic
policy of innovating technologies, establishing next-generation businesses, and sustainably improving
corporate value, supporting agricultural production and healthy lifestyles via advanced technologies andaiming to become a corporate group that can contribute to a sustainable society.
i) Improve profitability•
Expansion of priority products•
Cost reduction through optimal active ingredient manufacturing system•
Expansion of group synergyii) Technological innovation and establishment of next-generation businesses•
Promotion and global expansion of research and development•
Expansion of biotic pesticides and crop protection material areas•
DX initiativesiii) Sustainable growth in corporate value•
Strengthening CSR activities and ESG management•
Promotion of business reform and work style reform
Specifically, the Company will steadily implement the following measures.
<Expansion of priority products>
By defining benzpyrimoxan, pyrifluquinazon, pyraflufen-ethyl, and flubendiamide as priority products,
the Company will work to expand sales areas and promote sales through simultaneous development
within and outside Japan and promoting acquisition of overseas registrations. Additionally, by defining
Brazil and India as primary strategic areas, the Company will expand its business scale with overseas
group companies as growth drivers.
<Cost reduction through optimal active ingredient manufacturing system>
Establishing the optimal global production system of active ingredients and reducing costs, theCompany will aim to improve efficiency of production through smart factories.
<Expansion of group synergy>
Various measures that will lead to stronger sales expansion will be steadily implemented by businessdivisions and group companies. The Company will also ascertain dealer sales and inventory levels towork toward timely product selection and sales campaign support.
<Promotion and global expansion of research and development>
As difficulty in creating new chemicals increases, steady progress is being made in enriching pipeline
compounds. The Company will realize early stage development of such compounds. Additionally, for new
chemical currently under development, by continuing with strategic research and development expense- 33 -

investment (about 10% of net sales), the Company will steadily proceed toward commercialization. By
strengthening global registration and development capabilities, the Company will strengthen cooperation
within the Group with the objective of optimal commercialization.
<Expansion of biotic pesticides and crop protection material areas>
Through applying technologies and experience gained in the agrochemical business, the Company will
provide new value to society that will contribute to healthy lifestyles via the life sciences, including
development of pharmaceuticals and animal health care products, introduction of biotic pesticides andbiostimulants that will aid in healthy plant growth, businesses that make use of half-fermented production
technologies using natural ingredients, and creating crops that contain specified functional components.
The Company will also consider business expansion through M&A and incorporating external value, etc.,
as opportunities arise.
<DX initiatives>
Beginning with the promotion of energy efficiency through smart agriculture, the Company will
promote transfer to smart factories, and make use of social networking services and webinars in its
promotion activities, using digital and IT technologies to work toward improving customer service andcorporate value by innovating in business and operational ideals.
<Strengthening CSR activities and ESG management>
With a basic policy of “Contributing to food, the environment, and society through technologicalinnovation,” the Company will engage in the seven priority issues of enriching compliance and risk
management, raising the level of environmental management, enriching human rights management,
promoting a corporate culture of safety, development of technologies and products in response to societal
needs, participation in communities, and strengthening corporate and organizational governance. To
steadily implement these issues, the Company will strengthen CSR management via measures including
strengthening corporate governance, promoting diversity management, and positioning the CSR
Committee on the same level as the Management Committee to further improve the CSR activities of theGroup.
<Promotion of business reform and work style reform>
The Company will increase employee motivation by fundamentally revising existing structures in areas
such as personnel appraisal systems and work benefits, in addition to establishing an office environment
where employees can work regardless of the time and place, creating a work environment that improves
productivity of employees from both soft and hard perspectives. Furthermore, by strengthening measuresin diversity and inclusion, the Company will promote personnel development of employees that can workon the global stage.
4) Dividend policy
The Company aims dividend payout ratio of 30% or more under a basic policy of a stable dividend
payment.
The Group will further develop technologies that it has gained in the agrochemical business, continuously
provide advanced technologies in new agricultural, pharmaceutical, and animal health care products, andcontribute to society by supporting agricultural production and healthy living. Aiming to become a corporategroup that contributes to the future of humanity, the Group will expand business activities as a research anddevelopment-oriented company that fulfills its social responsibilities in strict compliance with laws andregulations.
The Company thanks shareholders for their continued support.

- 34 -

8. Trends in assets and income
Fiscal year ended
September 30, 2019
120th fiscal year

Fiscal year ended
March 31, 2020
121st fiscal year

Fiscal year ended
March 31, 2021
122nd fiscal year

Net sales
Ordinary profit
Profit attributable toowners of parent
Earnings per share
Total assets

63,260 million yen
2,984 million yen

35,674 million yen
4,004 million yen

71,525 million yen
5,722 million yen

Fiscal year ended
March 31, 2022
123rd fiscal year
(Fiscal year underreview)
81,910 million yen
5,768 million yen

2,684 million yen

1,477 million yen

4,344 million yen

4,502 million yen

34.07 yen

Net assets
Net assets per share

58,198 million yen
713.99 yen

18.75 yen
102,214 million
yen
58,372 million yen
716.47 yen

55.23 yen
107,969 million
yen
62,071 million yen
774.76 yen

57.32 yen
118,247 million
yen66,956 million yen
836.39 yen

Item94,464 million yen(Notes) 1. Earnings per share is calculated based on the average number of outstanding shares during theperiod, excluding treasury shares.
2. Net assets per share is calculated based on number of outstanding shares at the end of theperiod, excluding treasury shares.
3. The 121st fiscal year is the six-month period from October 1, 2019 to March 31, 2020, due toa change in the closing date.
9. Status of significant parent companies and subsidiaries(1) Relationship with parent company
Status of parent company
The Company’s parent company is ADEKA Corporation, and said company holds 40,176 thousand
shares (voting rights ratio: 51.1%) of the Company’s shares, including indirect holdings.
The Company has received two concurrently serving officers from the parent company.
The Company has concluded a capital and business alliance agreement with the parent company. An
overview is as follows.
1) Objective
While maintaining the independence of the Company’s management in principle, the Company andthe parent company will cooperate via the capital and business alliance between the two companies,
executing and promoting strategic plans and activities concerning the life sciences business beginningwith the Company’s agrochemical business, with the objective of maximizing the corporate value ofboth companies.
2) Maintaining listing and maintaining company nameAs a basic policy, the parent company and the Company will maintain the Company’s listing on theFirst Section of the Tokyo Stock Exchange and maintain the Company’s name of NIHON NOHYAKUCO., LTD.
3) Right to designate officers
Upon deliberation with the Representative Director (excluding Director designated by the parent
company) of the Company, the parent company has the right to designate Directors of the Company(Either Directors serving as the Audit & Supervisory Committee Members or other Directors isirrelevant, and the ratio of persons designated as each is also irrelevant. Of which, one shall be a
Representative Director. Additionally, if the parent company designates eight Directors, one must be an
Independent Outside Director.), in a number determined by multiplying 16 by the ratio of voting rights
held by the parent company (However, the upper limit shall be eight. Additionally, numbers less than
one shall be rounded down.). Furthermore, the number of Directors of the Company who are not
Directors serving as the Audit & Supervisory Committee Members will be 11 or less, and the number of
Directors serving as the Audit & Supervisory Committee Members will be 5 or less. However, this maychange if advance written approval is obtained from the parent company.
4) Right to receive new share issuanceExcluding cases where advance written approval is obtained from the parent company, the Company
will not issue, dispose of, or grant shares, etc. (Defined as rights to acquire the Company’s shares, stockacquisition rights, option rights, share transfer rights, or any other shares of the Company.), and if suchan issuance, etc., is to be conducted, the parent company has the right to receive a number of shares,
etc., required to maintain the voting rights ratio of the tender offeror as of the time immediately before
said issuance, etc., is to be conducted at a price identical to the paid-in amount or exercise price of the- 35 -

shares, etc., concerning said issuance, etc.
5) Content of business allianceTo achieve the goals of this capital and business alliance agreement, etc., the tender offeror and theCompany will conduct a business alliance with the following content, and specific content shall be
determined via deliberation between both companies.
(i) Improve development speed through mutual support in the research and development sector(a) Strengthen life sciences field(b) Use compounds database(ii) Improve productivity through mutual use of production technologies and process chemistry(iii) Expand sales channels through mutual use of global networks(iv) Develop highly functional compounds by providing technologies in synthesis reactions,distributed technologies, and analysis technologies, etc.
(v) Exchange of researchers with knowledge in various fields
6) Termination of this capital and business alliance agreement
This capital and business alliance agreement will be terminated under certain conditions, such as if
both parties agree in writing to terminate this agreement.
In addition, the Company has agreed with the parent company about having prior consultation withthe parent company and holding meetings for prior explanation and discussion concerning importantmatters to be resolved by the Company’s Board of Directors which may have significant influence onmanagement and results of the entire group of the parent company, from a perspective of balancing
control of the group companies by the parent company and independence of the Company’s decision
making.
(2) Material subsidiaries
Company name

The
Company’s
investment
percentage

CapitalPrincipal business

Construction, design, contracting,and supervision of greenification
Nichino Ryokka Co.,
160 million yen
100.0% gardens, etc., and sales ofLtd.
chemicals/pesticides for gardensand greenification, etc.
Production, order receipt, storage,
and transport of agrochemicals,
Nichino Service Co.,
3,400 million yen
100.0% real estate leasing andLtd.
management, and warehousing,etc.
Production, development, and sales
700 thousand U.S.
Nichino America, Inc.
100.0% of agrochemicals in the United
dollars
States, etc.
Analysis of agrochemical residue,
Nihon Ecotech Co.,
safety testing of chemical
20 million yen
100.0%
Ltd.
substances, consulting regarding
environmental safety, etc.
Taiwan Nihon
Development, promotion, and sales
40 million NT dollars
57.0%
Nohyaku Co., Ltd.
of agrochemicals in Taiwan, etc.
Sales of termite control
AgriMart Corporation
50 million yen
100.0% agents/devices, pest control
agents/devices, etc.
99.9% Production, development, and sales
Nichino India Pvt. Ltd.
3 million rupees(100.0%) of agrochemicals in India, etc.
Sipcam Nichino Brasil
Production, promotion, and sales
223 million reals
50.0%
S.A.
of agrochemicals in Brazil, etc.
Nichino Europe Co.,
Production, development, and sales
30 thousand pounds
100.0%
Ltd.
of agrochemicals in Europe, etc.
(Notes) The Company’s investment percentage in parentheses is the ratio including indirect holdings.

- 36 -

10. Principal businessBusiness
Agrochemical business

Main products
Insecticides, fungicides, insect-fungicides,
herbicides, and active ingredients for
agrochemicals
Wood preservative agents, agricultural materials,
turf-related products, pharmaceuticals, animal
health care products, others
Greenification and gardening construction, etc.
Real estate leasing, agrochemical logistics
operations, warehousing, agrochemical residue
analysis

Chemicals other than agrochemicals business
Other business

11. Principal offices, research centers, and plants(1) Domestic
Name
Location
Head officeChuo-ku, Tokyo

Sapporo Branch

Sapporo-shi, Hokkaido

Sendai Branch

Sendai-shi, Miyagi

NameWest Japan Branch,
Osaka Sales OfficeWest Japan Branch,
Fukuoka Sales Office
Research Center

Location
Osaka-shi, Osaka
Fukuoka-shi, Fukuoka
Kawachinagano-shi,
Osaka
Osaka-shi, Osaka

Tokyo BranchChuo-ku, Tokyo
Osaka OfficeWest Japan Branch,
Tokai-Hokuriku Sales
Osaka-shi, Osaka
Office(Note) The Company newly established the West Japan Branch on August 1, 2021 by integrating the Osaka
Branch, Fukuoka Branch and Tokai-Hokuriku Sales Office, and established the Tokai-Hokuriku Sales
Office, Osaka Sales Office and Fukuoka Sales Office under the West Japan Branch.
(2) Domestic subsidiary offices (Plants)
Name
Fukushima Plant, Nichino Service Co., Ltd.
Kashima Plant, same as above
Saga Plant, same as above

Location
Nihonmatsu-shi, Fukushima
Kamisu-shi, Ibaraki
Miyaki-gun, Saga

(3) Overseas (including subsidiaries and affiliates)
Name
Location
Nichino America, Inc.
U.S.A. / Wilmington
Nichino Europe Co., Ltd.
UK / Cambridge
Nichino Shanghai Co., Ltd.
China / Shanghai
Taiwan Nihon Nohyaku Co., Ltd.
Taiwan / Taipei
Agricultural Chemicals (Malaysia) Sdn. Bhd.
Malaysia / Penang
Nichino Do Brasil Agroquimicos Ltda.
Brazil / Sao Paulo
Sipcam Nichino Brasil S.A.
Brazil / Uberaba
Nichino India Pvt. Ltd.
India / Hyderabad
Sipcam Europe S.p.A.
Italy / Milan
Nichino Vietnam Co., Ltd.
Vietnam / Ho Chi Minh
Nihon Nohyaku Andica S.A.S.
Colombia / Bogota
Nichino Korea Co., Ltd.
South Korea / Seoul(Notes) 1. Nichino Chemical India Pvt. Ltd. was absorbed and merged with Nichino India Pvt. Ltd. on
March 1, 2022.
2. The Company established Nichino Korea Co., Ltd. on February 9, 2022.
12. Employees

Number of employees
1,536 persons

Compared to previous fiscal year-end
Increase of 52 persons- 37 -

(Note) The above number of employees does not include 265 persons under temporary employment.

- 38 -

13. Major lenders

Name of lender
Mizuho Bank, Ltd.
Banco do Brasil
The Norinchukin BankMUFG Bank, Ltd.
Resona Bank, Limited.

Outstanding loan balance (Millions of yen)
7,835
1,708
1,672
1,398
1,247

- 39 -

II. Matters concerning status of the company (As of March 31, 2022)
1. Matters concerning shares(1) Total number of shares authorized to be issued 199,529,000 shares(2) Total number of shares outstanding
81,967,082 shares(3) Number of shareholders
11,091 persons(Decrease of 409 persons compared to the previous
fiscal year-end)(4) Major shareholders
Number of shares held
Shareholding ratio (%)
Shareholder name(Thousand shares)
ADEKA Corporation
40,17351.00
The Master Trust Bank of Japan, Ltd.
6,885
8.74
(Trust account)
Custody Bank of Japan, Ltd. (Trust account)
2,483
3.15
Mizuho Bank, Ltd.
1,997
2.54
MSIP CLIENT SECURITIES
1,636
2.08
The Norinchukin Bank
1,401
1.78
Asahi Mutual Life Insurance Company
853
1.08
Resona Bank, Limited.
719
0.91
DFA INTL SMALL CAP VALUE PORTFOLIO
643
0.82
JP MORGAN CHASE BANK 385781
481
0.61(Notes) 1. Although the Company holds 3,193 thousand shares of treasury shares, it is excluded from theabove list of major shareholders.
2. The shareholding ratio is calculated after excluding treasury shares.
(5) Status of shares allotted to the Company’s officers as consideration for execution of duties during the
fiscal year under review
Number of persons
Category
Number of sharessubject to allotment
Directors (excluding Directors serving as the Audit& Supervisory Committee Members and Outside
9,821 shares
1 person
Directors)
Outside Directors (excluding Directors serving as
the Audit & Supervisory Committee Members)
Directors serving as the Audit & Supervisory
Committee Members(6) Other important matters regarding shares
Not applicable.
2. Matters concerning stock acquisition rights of the company
Not applicable.

- 40 -

3. Matters concerning officers of the company(1) Matters concerning Directors
Name
Positions and responsibilities
Yosuke Tomoi
Representative Director, President
Representative Director and Senior
Managing Executive Officer, Division
Koji Shishido
Manager of Production Division, and in
charge of Environment Safety Dept.
Director and Managing Executive Officer,
Division Manager of Administration
Division, responsible for CSR Promotion
Dept. and General Manager of CSR
Hirohisa Yano
Promotion Dept., responsible for Osaka
Plant and General Manager of Osaka
Plant, in charge of Market Development
Division, and responsible for special
missions
Director and Managing Executive Officer,
Kozo Machiya
and Division Manager of Research
Division
Director and Senior Executive Officer, andHiroshi Yamanoi
Division Manager of Industrial &Pharmaceuticals Sales Division
Director and Senior Executive Officer, andHideo Yamamoto
Division Manager of Domestic Sales
Division
Director and Senior Executive Officer,
Division Manager of Corporate Planning
Hiroyuki Iwata
Division, and in charge of Overseas
Division
Akio Kohri

Director

Yasunori Matsui

Director

Kazuyoshi Tachibana

Director
Director
Full-time Audit & Supervisory Committee
MemberYoshiaki Higashino
Haruhiko Tomiyasu

Director
Audit & Supervisory Committee Member

Iwao Toigawa

Director
Audit & Supervisory Committee Member(As of March 31, 2022)
Significant concurrent positions

Advisor of ADEKA Corporation
Outside Audit & Supervisory
Board Member of Zeon
Corporation
Professor Emeritus of Rikkyo
University
Professor of Ohara Graduate
School of Accounting

Representative Director and Senior
Managing Operating Officer,
ADEKA Corporation
Attorney-at-law

Certified public accountant
Certified public tax accountant
Representative Director of Nakata
Director
Chizuko Nakata
Business Consulting Co., Ltd.
Audit & Supervisory Committee Member
Supervisory Director of Daiwa
Securities Living Investment
Corporation
Director
Attorney-at-law
Yoshiko Oshima
Audit & Supervisory Committee Member
Certified public tax accountant(Notes) 1. Directors Mr. Yasunori Matsui, Mr. Kazuyoshi Tachibana, Mr. Iwao Toigawa, Ms. Chizuko
Nakata, and Ms. Yoshiko Oshima are Outside Directors.
- 41 -

2. Mr. Yoshiaki Higashino has been selected as a Full-time Audit & Supervisory Committee
Member to increase the effectiveness of information collection and other auditing processes
and strengthen audit and supervisory functions.

- 42 -

3. The Company has designated Directors Mr. Yasunori Matsui, Mr. Kazuyoshi Tachibana, Mr.
Iwao Toigawa, Ms. Chizuko Nakata, and Ms. Yoshiko Oshima as Independent Directors
pursuant to the stipulations of the Tokyo Stock Exchange, and has notified the Exchange ofsaid designation.
4. Full-time Audit & Supervisory Committee Member, Mr. Yoshiaki Higashino, has significant
expertise in finance and accounting from serving as Division Manager of Administration
Division of the Company.
5. Audit & Supervisory Committee Member, Mr. Haruhiko Tomiyasu, is Representative Director
and Senior Managing Operating Officer of ADEKA Corporation, and has significant expertisein finance and accounting from serving as the officer responsible for finance and accounting
departments at said company.
6. Audit & Supervisory Committee Member, Ms. Chizuko Nakata, is a certified public
accountant and certified public tax accountant, and has significant expertise in finance andaccounting.
7. Audit & Supervisory Committee Member, Ms. Yoshiko Oshima, is an attorney-at-law andcertified public tax accountant, and has significant expertise in finance and accounting.
8. ADEKA Corporation is the Company’s parent company. Additionally, although the Company
has purchasing and sales transactions with said company, the ratio of transactions within theGroup is immaterial.
9. There are no other special relationships between companies at which Directors holdconcurrent positions and the Company.
(2) Outline of content of liability limitation agreements
The Company has concluded agreements to limit the liability for damages under Article 423, Paragraph
1 of the Companies Act with Directors Mr. Akio Kohri, Mr. Yasunori Matsui, Mr. Kazuyoshi Tachibana,Mr. Haruhiko Tomiyasu, Mr. Iwao Toigawa, Ms. Chizuko Nakata, and Ms. Yoshiko Oshima. The limit ofliability for damages under said agreement is the limit stipulated by laws and regulations.
(3) Outline of content of directors and officers liability insurance contract
To secure talented personnel and support proactive and bold business decision making toward growth,
the Company concluded a directors and officers liability insurance contract in December 2021, an outlineof which is provided below.
1) Scope of the insured
Directors, Audit & Supervisory Committee Members and Executive Officers of the Company anddirectors and audit & supervisory board members of Nichino Ryokka Co., Ltd., Nichino Service Co.,
Ltd., Nihon Ecotech Co., Ltd. and AgriMart Corporation
2) Actual ratio of premiums paid by the insured
Premiums, including riders, are paid by the Company, and the insured do not bear the actual
premiums.
3) Outline of events insured against
The policy, together with riders, will cover damages and legal fees, etc., that may arise due to theinsured directors and officers assuming liability for the execution of duties or receiving a claim related
to the pursuit of such liability. However, there are certain exemptions, such as in case of actions takenwith the knowledge that such actions are in violation of laws and regulations.
4) Measures to ensure that the appropriateness of directors’ and officers’ duties are not impaired
The insurance contract contains stipulations regarding the amount of exemptions, and damages up to
said exemption amount will not be covered.

- 43 -

(4) Remuneration, etc., for Directors for the fiscal year under review
1) Matters regarding policies concerning determination of content of remuneration, etc., for individual
Directors
Policies concerning determination of content of remuneration, etc., for individual Directors are
determined at the Board of Directors after it receives opinions from the Governance Committee which
is a voluntary advisory body of the Board of Directors on officers’ remuneration. The overview of suchpolicies is described below. In determination of content of remuneration for individual Directors, theGovernance Committee makes an examination on the draft plan from various aspects such as
consistency with such policies. Therefore, the Board of Directors basically considers that it is in linewith such policies, respecting opinions from the Governance Committee.
(i) Basic policy on remuneration, etc., for Directors (excluding Audit & Supervisory Committee
Members)(a) Remuneration, etc., for Directors shall be connected with business results and the long-term
interests of shareholders, while being appropriate, fair, and balanced to enable further desire to
maximize sustainable corporate value and shareholder value.
(b) Remuneration, etc., for Directors (excluding Audit & Supervisory Committee Members) shallhave a basic structure consisting of basic remuneration and bonuses, and for Executive Directors,
in addition to the above, performance-linked stock-based remuneration shall be provided.
Additionally, remuneration, etc., for Outside Directors and Non-executive Directors shall notinclude performance-linked components.
(ii) Policy on amount of remuneration, etc., of basic remuneration for individual Directors, timing ofallotment, and determining conditions
Basic remuneration for Directors (excluding Audit & Supervisory Committee Members) shall be
fixed monthly remuneration in cash. Basic remuneration for Executive Directors shall be
determined based on duties and positions of business execution for Executive Directors, and basedon responsibilities and whether or not the person serves full-time for Outside Directors and Nonexecutive Directors. Additionally, regarding Executive Directors, targets will be set for areas of
responsibility after consultation with the Representative Director and President at the beginning of
the fiscal year, and the level of achievement of said duties and business results will be reflected inremuneration for the following fiscal year. The Company shall strive to revise remuneration levels
as appropriate in consideration of business results, standards at other companies, and social trends,
etc.
(iii) Policy on amount of remuneration, etc., of bonuses for individual Directors, timing of allotment,
and determining conditions
Bonuses for Directors (excluding Audit & Supervisory Committee Members) shall be allottedannually in cash at a certain time after the end of the fiscal year to which it applies. Bonuses for
Directors (excluding Audit & Supervisory Committee Members) shall have the objective of
increasing motivation to contribute toward improving business results for a single year. Similarly
to fixed remuneration, the amount of bonuses for individual Executive Directors shall be
determined by reflecting the level of achievement of duties and business results, and the amount ofbonuses for Outside Directors and Non-executive Directors shall be allotted within the total
amount of remuneration approved at a General Meeting of Shareholders.
(iv) Performance-linked stock-based remuneration
Performance-linked stock-based remuneration is a remuneration system for Directors (excluding
Directors serving as the Audit & Supervisory Committee Members, Outside Directors, and Nonexecutive Directors) utilizing a share grant trust with the objective of furthering a sense of sharedvalue with shareholders while increasing motivation for medium to long term improvement inbusiness results and expanding corporate value. Under this system, a trust established and fundedby the Company (hereinafter the “Share Grant Trust”) acquires shares of the Company, and inaccordance with the Share Grant Regulations established by the Company’s Board of Directors, anumber of shares of the Company equivalent to the number of points it has awarded each Director
shall be granted through the Share Grant Trust at the time of the retirement of each Director, inprinciple.
Additionally, the applicable period for performance-linked stock-based remuneration shall be, in
principle, identical to the applicable period of the medium-term management plan, establishedevery three fiscal years. Performance-linked stock-based remuneration is categorized into a fixed
portion and a variable portion, and the performance-based index for variable portions shall be key
performance indicators (KPIs) for the applicable medium-term management plan. Points for the- 44 -

fixed portion shall be granted at a certain time after the end of the fiscal year to which it applies.
Points for the variable portion shall be granted at a certain time after the end of the medium-term
management plan. If standard business results in the performance-based index are achieved, theratio between the fixed portion and the variable portion of performance-linked stock-based
remuneration for the applicable period shall be about 45:55. Points in the variable portion willvary within a range of 0% to 150% of the predefined standard amount, based on the level ofachievement of business results of the performance-based index.
(v) Policy on determining ratio between amount of basic remuneration, amount of bonuses, andamount of performance-linked stock-based remuneration in amount of remuneration for individual
Directors
The ratio of type of remuneration for Executive Directors shall be determined in considerationof factors including the Company’s business characteristic that it is long-term research anddevelopment-oriented, the Director’s position, duties, standards at other companies, and social
trends. The ratio between basic remuneration, bonuses, and performance-linked stock-based
remuneration during the period to which a medium-term management plan applies will be about
8:1:1.
(vi) Matters regarding procedures to determine content of remuneration, etc., for individual Directors(excluding Audit & Supervisory Committee Members)
Distribution of remuneration, etc., for individual Directors (excluding Audit & Supervisory
Committee Members) shall be based on consultation with the Board of Directors, followed by anevaluation by the Governance Committee regarding factors including the duties, responsibilities,business results, and level of contribution in areas assigned to the Executive Director, after which
reports are made regarding an increase or decrease in basic remuneration, total amount of bonuses
to be granted, and content of distribution of bonus amounts.
The amount of remuneration, etc., for individual Directors (excluding Audit & Supervisory
Committee Members) shall be entrusted to the Representative Director and President by resolutionof the Board of Directors, and determined by the Representative Director and President based onreports from the Governance Committee. The content of the authority of the Representative
Director and President is the amount of basic remuneration for each Director, the total amount ofbonuses to be granted, and the distribution of the amount of bonuses.
Furthermore, performance-linked stock-based remuneration shall be determined in accordancewith the Share Grant Regulations resolved by the Board of Directors.
2) Matters regarding resolution of the General Meeting of Shareholders concerning remuneration, etc.,
for Directors
The maximum annual aggregate amount of remuneration, etc., for Directors (excluding Audit &Supervisory Committee Members) was resolved to be 330 million yen (including the maximum annual
aggregate amount of remuneration for Outside Directors of 30 million yen; excluding the portion of
employees’ salary) at the 121st Ordinary General Meeting of Shareholders held on June 26, 2020. The
number of Directors (excluding Audit & Supervisory Committee Members) was 10 (including 2
Outside Directors) at the recess of said Ordinary General Meeting of Shareholders. Separately fromsaid cash remuneration, the same Ordinary General Meeting of Shareholders resolved to allow
Directors (excluding Directors serving as the Audit & Supervisory Committee Members, Outside
Directors, and Non-executive Directors) to receive allotment of shares through a trust (hereinafter the“Trust”) established and funded by the Company which acquires shares of the Company, and within amaximum aggregate amount of remuneration based on a performance-linked stock-based remuneration
system in which the Company’s shares are granted to each Director through the Trust according to thenumber of points granted to each Director. In principle, Directors will be granted the Company’s stockat the time of retirement according to the number of points granted, and the resolution was made forthe maximum aggregate amount of funding by the Company to be 75 million yen, and the maximum
aggregate amount of points to be allotted to allottees to be 250,000 points (1 point is 1 share of theCompany) for the applicable period (from the fiscal year ended on March 31, 2020 to the fiscal year
ended on March 31, 2021 (18 months)). Additionally, a resolution was also made such that at the
expiration of each applicable period, the Board of Directors may determine to extend the applicable
period every three fiscal years, and if the trust period for the Trust is also extended, the Company may,during the applicable period of said extension as required additional funds for acquisition of theCompany’s stock for allotment to Directors under the system, provide additional cash funding to theTrust in a maximum aggregate amount of 150 million yen for each applicable period of said extension,
with the maximum aggregate amount of points to be granted to allottees to be 500,000. The number of- 45 -

Directors (excluding Directors serving as the Audit & Supervisory Committee Members, Outside
Directors, and Non-executive Directors) as of the recess of said Ordinary General Meeting of
Shareholders was seven.
The amount of remuneration, etc., for Directors serving as the Audit & Supervisory Committee
Members was resolved to be a maximum annual aggregate amount of 60 million yen at the 121st
Ordinary General Meeting of Shareholders held on June 26, 2020. The number of Directors serving as
the Audit & Supervisory Committee Members at the recess of said Ordinary General Meeting of
Shareholders was five.
3) Matters concerning entrustment of authority for determining content of remuneration, etc., forindividual Directors
Based on the policy in “3. (4) 1) (vi) Matters regarding procedures to determine content of
remuneration, etc., for individual Directors (excluding Audit & Supervisory Committee Members)”
and pursuant to an entrustment resolution by the Board of Directors, Representative Director andPresident Yosuke Tomoi determines the specific content of remuneration for individual Directors.
The reason why said authority was transferred is because the Representative Director and President
is the most suitable position to evaluate duties and performance achievements of each Director,
watching the Company’s current status from a higher perspective.
To ensure that said authority is appropriately exercised by the Representative Director and President,
the Board of Directors has implemented measures such as consulting with the Governance Committee
and receiving reports regarding an increase or decrease in basic remuneration, total amount of bonuses
to be granted, and content of distribution of bonus amounts based on evaluations that contain the basic
elements of assigned duties, responsibilities, business results, and level of contribution, etc., for
Executive Directors, and as amounts of remuneration for individual Directors are determined after
undergoing said procedures, the Board of Directors has judged that said contents are in line with thepolicy for determination.
4) Matters concerning performance-linked remuneration, etc.
By further clarifying the link between Director remuneration and the Company’s business results
and shareholder value and having Directors share the benefits and risks of fluctuations in share pricewith shareholders, the Company has introduced a performance-linked stock-based remuneration
system for Directors (excluding Directors serving as the Audit & Supervisory Committee Members,
Outside Directors, and Non-executive Directors), with the objective of increasing motivation tocontribute to improving business results and expanding corporate value over the medium to long term.
The amount of performance-linked remuneration and the content of business results indices selected
to serve as the basis for calculation for this system are the level of achievement of KPIs (consolidated
operating profit and consolidated net sales for the final year of the medium-term management plan) of
the medium-term management plan, and the reason that said business results indices were selected was
to increase motivation for Directors to contribute to improving business results and expanding
corporate value over the medium to long term.
Targets for business results indices selected to serve as the basis for calculation for the amount or
number of performance-linked remuneration for this system in the medium-term management plan
“Ensuring Growing Global 2 (EGG 2)” are consolidated operating profit of 6.4 billion yen andconsolidated net sales of 89.0 billion yen for the fiscal year ending March 31, 2024.
5) Total amounts, etc., of remuneration, etc., for Directors- 46 -

Officer category
Directors (excluding Audit& Supervisory Committee
Members)(Of which, Outside
Directors)
Directors serving as the
Audit & Supervisory
Committee Members(Of which, Outside
Directors)

Total amount of
remuneration, etc.
(Millions of yen)

Total amount of remuneration, etc., by type(Millions of yen)
NoncashBasic
remuneration,
Bonusesremunerationetc.

Number ofapplicableofficers(Persons)

251
(11)

211
(9)

20
(1)

19
(―)

11
(2)

47
(16)

41
(14)

5
(2)

―

5
(3)

(Notes) 1. The amount of bonuses above is the provision for bonuses for directors (and otherofficers) concerning the fiscal year under review.
2. Stock-based remuneration based on a performance-linked stock-based remuneration
system is granted to Directors (excluding Directors serving as the Audit & Supervisory
Committee Members, Outside Directors, and Non-executive Directors) as noncash
remuneration. The content of said stock-based remuneration is as stated in “2) Mattersregarding resolution of the General Meeting of Shareholders concerning remuneration,etc., for Directors” and the status of allotment is as stated in “1. Matters concerning
shares.”3. The amount of noncash remuneration, etc., above is the provision for share awards
concerning the fiscal year under review.

(5) Matters concerning outside officers
1) Relationships between significant companies at which Company officers hold concurrent positions
and the Company
As stated in “3. (1) Matters concerning Directors.”
2) Status of key activities during the fiscal year under review
Name
Status of key activities(Position)
Yasunori Matsui
Mr. Yasunori Matsui has broad knowledge and insight in business(Outside Director)
administration gained through many years of experience as auniversity professor (in accounting and business administration), andhis expected role is to contribute to improving the effectiveness of theCompany’s Board of Directors by providing the Company with
opinions and advice on the Company’s overall management from an
objective perspective. He has attended meetings such as the Board of
Directors and Governance Committee meetings and expressed
opinions in the form of appropriate advice and recommendations, etc.
on overall management of the Company.
He attended all 18 Board of Directors meetings held during the fiscal
year under review.
Kazuyoshi Tachibana
Mr. Kazuyoshi Tachibana has a wealth of experience and broad(Outside Director)
based insight as operating officer of a listed company as well as
manager of an overseas business entity, and his expected role is tocontribute to improving the effectiveness of the Company’s Board of
Directors by providing the Company with opinions and advice on the
Company’s overall management from an objective perspective. He
has attended meetings such as the Board of Directors and GovernanceCommittee meetings and expressed opinions in the form of
appropriate advice and recommendations, etc. based on deep insight
as a manager.
He attended all 18 Board of Directors meetings held during the fiscal
year under review.

- 47 -

Name(Position)
Iwao Toigawa(Outside Director (Audit &Supervisory Committee
Member))Chizuko Nakata(Outside Director (Audit &Supervisory Committee
Member))Yoshiko Oshima(Outside Director (Audit &Supervisory Committee
Member))Status of key activities
Mr. Iwao Toigawa has expertise as an attorney-at-law and wealth ofexperience and broad knowledge of corporate legal affairs and his
expected role is to strengthen the Company’s audit functions, etc. andcontribute to improving the effectiveness of the Company’s Board of
Directors based on these insights. He has attended meetings such as
the Board of Directors, Governance Committee and Compliance
Committee meetings and expressed opinions in the form of
appropriate advice and recommendations, etc., while performing
audit duties and providing advice to ensure the appropriateness of theexecution of Directors’ duties.
He attended all 18 Board of Directors meetings held during the fiscal
year under review
He attended all 8 Audit & Supervisory Committee meetings held
during the fiscal year under review, and made comments as necessary
to ensure highly effective audits.
Ms. Chizuko Nakata has deep insight in business administration as acertified public accountant and certified public tax accountant and her
expected roles is to strengthen the Company’s audit functions, etc.
and contribute to improving the effectiveness of the Company’s
Board of Directors based on these insights. She has attended
meetings such as the Board of Directors and Governance Committee
meetings and expressed opinions in the form of appropriate advice
and recommendations, etc., while performing audit duties andproviding advice to ensure the appropriateness of the execution of
Directors’ duties.
She attended all 18 Board of Directors meetings held during the fiscal
year under review.
She attended all 8 Audit & Supervisory Committee meetings held
during the fiscal year under review, and made comments as necessary
to ensure highly effective audits.
Ms. Yoshiko Oshima has expertise as an attorney-at-law and certified
public tax accountant and wealth of experience and broad knowledgeof corporate legal affairs and her expected roles is to strengthen the
Company’s audit functions, etc. and contribute to improving theeffectiveness of the Company’s Board of Directors based on these
insights. She has attended meetings such as the Board of Directors
and Governance Committee meetings and expressed opinions in theform of appropriate advice and recommendations, etc., while
performing audit duties and providing advice to ensure theappropriateness of the execution of Directors’ duties.
She attended all 18 Board of Directors meetings held during the fiscal
year under review.
She attended all 8 Audit & Supervisory Committee meetings held
during the fiscal year under review, and made comments as necessary
to ensure highly effective audits.

- 48 -

4. Matters concerning Accounting Auditor(1) Name of Accounting Auditor
Kyowa Audit Corporation(2) Overview of content of liability limitation agreement
Not applicable.
(3) Amount of remuneration, etc., for the Accounting Auditor during the fiscal year under review
Category
Amount paid
Amount of remuneration, etc., as Accounting
37,000 thousand yen
Auditor for the fiscal year under review
Total amount of money and other property
benefits payable by the Company and the
39,400 thousand yen
Company’s subsidiaries(Notes) 1. Under the audit agreement between the Company and Kyowa Audit Corporation, no clear
distinction is made between the remuneration for audits pursuant to the Companies Act andthat for audits pursuant to the Financial Instruments and Exchange Act, and since a substantial
distinction cannot be made, the amount presented above is the total remuneration.
2. Of the Company’s significant subsidiaries, Nichino America, Inc., Taiwan Nihon Nohyaku
Co., Ltd., Nichino India Pvt. Ltd., Sipcam Nichino Brasil S.A., and Nichino Europe Co., Ltd.
receive audits from audit corporations other than the Company’s Accounting Auditor.
(4) Content of non-audit services
Not applicable.
(5) Matters concerning audits of subsidiaries
Each of five consolidated subsidiaries of the Company is audited by an audit firm or other party otherthan the Company’s Accounting Auditor.
(6) Reasons the Audit & Supervisory Committee approved remuneration, etc., for the Accounting Auditor
The Audit & Supervisory Committee of the Company, in consideration of the “Practical Guidelines on
Cooperation with Accounting Auditors” published by the Japan Audit & Supervisory Board Members
Association, confirmed the audit plan, status of audit implementation, and basis for calculation asshown in remuneration estimates of the Accounting Auditor, and upon consideration, agreed to the
remuneration, etc., of the Accounting Auditor as prescribed under Article 399, Paragraph 3 of theCompanies Act.
(7) Policies for determining dismissal or non-reappointment of the Accounting Auditor
The Audit & Supervisory Committee of the Company shall determine the content of a proposal for thedismissal or non-reappointment of the Accounting Auditor to be submitted to a General Meeting of
Shareholders if it has judged that it is necessary to do so, such as in cases where there are issues withthe execution of duties by the Accounting Auditor.
Additionally, if the clauses of Article 340, Paragraph 1 of the Companies Act apply to the Accounting
Auditor and it deems that there are no prospects of improvement, the Audit & Supervisory Committee
shall dismiss the Accounting Auditor conditional upon the unanimous consent of all Audit &Supervisory Committee Members. In such case, an Audit & Supervisory Committee Member selectedby the Audit & Supervisory Committee shall report the dismissal of the Accounting Auditor and thereason for it at the first General Meeting of Shareholders held following the dismissal.

(Note) Amounts and numbers of shares presented in this Business Report are rounded down to the nearest
unit indicated.

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Consolidated Balance Sheet(As of March 31, 2022)(Millions of yen)
Description

Amount(Assets)
Current assets
Cash and deposits
Notes and accounts receivable - trade, andcontract assets
Electronically recorded monetary claims- operating
Merchandise and finished goods
Work in process

Description

Amount(Liabilities)
87,351

Current liabilities

12,224

Notes and accounts payable - trade
Electronically recorded obligations -36,010operating

2,077

Short-term borrowings

22,395Current portion of bonds payable769

Accrued expenses

41,18019,406
1,117
10,477202
4,522

Raw materials and supplies

9,531

Income taxes payable

955

Other

4,709

Provision for bonuses

869

Allowance for doubtful accounts(366)

Non-current assets
Property, plant and equipment

Provision for bonuses for directors (andother officers)
Electronically recorded obligations - non-

30,895operating
Liabilities related to charged supplying

14,781transactions
Other

41
47
1,007

Buildings and structures

4,180

Machinery, equipment and vehicles

3,682

Non-current liabilities

10,110

2,533

Land

5,898

Bonds payable

1,226

Construction in progress281

Long-term borrowings

6,128

Other

738

Deferred tax liabilities

96

Intangible assets

Provision for retirement benefits for

4,218

directors (and other officers)

56

Goodwill

2,794

Provision for share awards

Software

540

Retirement benefit liability

Other

883

Other

1,686

Total liabilities

51,290Investments and other assets

11,89676
839

Investment securities

6,955(Net assets)

Deferred tax assets

1,499

Shareholders’ equity

67,266Retirement benefit asset

1,515

Share capital

14,939

Other

2,303

Capital surplus

15,071

Allowance for doubtful accounts(377)

Retained earnings

39,162

Treasury shares(1,906)

Accumulated other comprehensive income
Valuation difference on available-for-salesecurities

118,247(3,201)Remeasurements of defined benefit plans

682
1,363

Total net assets

66,956

Total liabilities and net assets

118,247(Note) Figures presented in the financial statements are rounded down to the nearest million yen.

- 50 -

846

Foreign currency translation adjustment
Non-controlling interests
Total assets(1,673)

Consolidated Statement of Income(April 1, 2021 - March 31, 2022)(Millions of yen)
Description

AmountNet sales

81,910

Cost of sales

56,164Gross profit

25,746

Selling, general and administrative expenses

19,103Operating profit

6,642

Non-operating income

892

Interest and dividend income

168

Share of profit of entities accounted for using equity method

508

Rental income from real estate

110

Other

105

Non-operating expenses

1,766Interest expenses

515

Loss on valuation of derivatives

98

Foreign exchange losses

982

Sales discounts

64

Other

106

Ordinary profit

5,768

Extraordinary income

248

Gain on sale of non-current assets

209

Gain on sale of investment securities

39

Extraordinary losses

198

Loss on disposal of non-current assets

25

Impairment losses

141

Environmental expenses

28

Other

3

Profit before income taxes

5,818

Income taxes - current

1,809

Income taxes - deferred(671)

Profit4,679

Profit attributable to non-controlling interests

177

Profit attributable to owners of parent(Note) Figures presented in the financial statements are rounded down to the nearest million yen.

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4,502

Non-consolidated Balance Sheet(As of March 31, 2022)(Millions of yen)
Description

AmountCurrent assets
Cash and deposits
Notes receivable – trade

52,0064,040
851(Assets)

Accounts receivable - trade
Electronically recorded monetary claims- operating
Merchandise and finished goods
Work in process

Description

Amount(Liabilities)

19,456

Current liabilities
Notes payable - trade
Accounts payable - trade
Electronically recorded obligations operating

20,409
7
8,934
1,117

2,020

Short-term borrowings

4,244

16,356

Current portion of long-term borrowings

1,073

746

Accounts payable - other264

Raw materials and supplies
Prepaid expenses
Accounts receivable - other

4,239
450
1,948

Accrued expenses
Income taxes payable
Accrued business office tax

1,771
696
7

Consumption taxes receivable

1,329

Contract liabilities

Short-term loans receivable

344

Advances received

Other

226

Allowance for doubtful accounts(4)

Non-current assets
Property, plant and equipment

37,214
10,994

Buildings

2,788

Structures
Machinery
Vehicles

482
2,360
8

Tools, furniture and fixtures
Land

Provision for bonuses
Provision for bonuses for directors (andother officers)
Notes payable - facilities
Electronically recorded obligations - nonoperating
Liabilities related to charged supplying
transactions
Other
Non-current liabilities
Long-term borrowings

368
4,951

366
15
485
40
3
47
990
343
5,493
4,181

Long-term deposits received

958

Provision for retirement benefits

107

Leased assets

31

Provision for share awards

76

Construction in progress

2

Other

168

Intangible assets

474

Total liabilities

25,902

Patent right10(Net assets)

Right to use facilities

12

Shareholders’ equity

62,471

Software451

Share capital

14,9390Capital surplus

17,235

Other

25,744

Legal capital surplus

12,235Investment securities

2,626

Other capital surplus

5,000

Shares of subsidiaries and associates
Investments in capital of subsidiaries andassociates
Long-term loans receivable
Prepaid pension costs
Deferred tax assets
Other
Allowance for doubtful accounts

18,766

Investments and other assets

Total assets

Retained earnings

210
2,526
639
77
903
(4)

Legal retained earnings
Other retained earnings
General reserve
Retained earnings brought forward
Treasury shares
Valuation and translation adjustments
Valuation difference on available-forsale securities
Total net assets

89,220Total liabilities and net assets(Note) Figures presented in the financial statements are rounded down to the nearest million yen.

- 52 -

32,202
1,574
30,627
3,145
27,482(1,906)846
846
63,31789,220Non-consolidated Statement of Income(April 1, 2021 - March 31, 2022)(Millions of yen)
Description

AmountNet sales

47,151

Cost of sales

32,323Gross profit

14,827

Selling, general and administrative expenses

11,450Operating profit

3,377

Non-operating income

1,202Interest and dividend income

1,010

Other

192

Non-operating expenses

122Interest expenses

71

Other

50

Ordinary profit

4,457

Extraordinary income

248

Gain on sale of non-current assets

209

Gain on sale of investment securities

39

Extraordinary losses

196

Loss on disposal of non-current assets

23

Impairment losses

141

Environmental expenses

28

Other

3

Profit before income taxes

4,509

Income taxes - current

1,037

Income taxes - deferred(86)

Profit(Note) Figures presented in the financial statements are rounded down to the nearest million yen.

- 53 -

3,557

Accounting Auditor’s Audit Report on the Consolidated Financial Statements (duplicated copy)

Independent Auditor’s Report(English Translation)

May 10, 2022

To the Board of Directors
NIHON NOHYAKU CO., LTD.
Kyowa Audit Corporation
Chiyoda-ku, Tokyo
Masashige Takayama, CPA
Representative Partner
Engagement Partner
Masashi Ozawa, CPA
Representative Partner
Engagement Partner
OpinionPursuant to Article 444, Paragraph 4 of the Companies Act, we have audited the accompanying consolidated
financial statements, which comprise the consolidated balance sheet, the consolidated statement of income, theconsolidated statement of changes in equity and the notes to the consolidated financial statements of NIHONNOHYAKU CO., LTD. (the “Company”) for the fiscal year from April 1, 2021, through March 31, 2022.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects,
the financial position and results of operations of the corporate group, which consists of the Company and its
consolidated subsidiaries, for the period covered by the consolidated financial statements in conformity withaccounting principles generally accepted in Japan.
Basis for the Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibility
under the auditing standards is stated in “Auditor’s Responsibility for the Audit of the Consolidated Financial
Statements.” We are independent of the Company and its consolidated subsidiaries in accordance with theprovisions related to professional ethics in Japan, and are fulfilling other ethical responsibilities as an auditor.
We believe that we have obtained sufficient and appropriate audit evidence to provide a basis for our audit
opinion.
Other Information
The other information comprises the information included in the business report and its supplementaryschedules. Management is responsible for preparation and disclosure of the other information. The Audit &Supervisory Committee is responsible for monitoring the execution of Directors’ duties related to designing andoperating the reporting process of the other information.
Our opinion on the consolidated financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the otherinformation and, in doing so, consider whether the other information is materially inconsistent with theconsolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated.

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If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of Management and the Audit & Supervisory Committee for the Consolidated Financial
Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statementsin accordance with accounting principles generally accepted in Japan, and for designing and operating suchinternal control as management determines is necessary to enable the presentation and fair presentation of theconsolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing whether it isappropriate to prepare the consolidated financial statements in accordance with the premise of a going concern,and for disclosing matters relating to going concern when it is required to do so in accordance with accounting
principles generally accepted in Japan.
The Audit & Supervisory Committee is responsible for monitoring the execution of Directors’ duties related
to designing and operating the financial reporting process.
Auditor’s Responsibility for the Audit of the Consolidated Financial Statements
Our responsibility is to obtain reasonable assurance about whether the consolidated financial statements as awhole are free from material misstatement, whether due to fraud or error, and to express an opinion on the
consolidated financial statements from an independent standpoint in an audit report, based on our audit.
Misstatements can occur as a result of fraud or error, and are deemed material if they can be reasonably expected
to, either individually or collectively, influence the decisions of users taken on the basis of the consolidated
financial statements.
We make professional judgment in the audit process in accordance with auditing standards generally acceptedin Japan, and perform the following while maintaining professional skepticism.
・ Identify and assess the risks of material misstatement, whether due to fraud or error. Design and implement
audit procedures to address the risks of material misstatement. The audit procedures shall be selected andapplied as determined by the auditor. In addition, sufficient and appropriate audit evidence shall be obtained
to provide a basis for the audit opinion.
・ In making those risk assessments, the auditor considers internal control relevant to the entity’s audit in orderto design audit procedures that are appropriate in the circumstances, although the purpose of the audit of theconsolidated financial statements is not to express an opinion on the effectiveness of the entity’s internal
control.
・ Assess the appropriateness of accounting policies adopted by management and the method of theirapplication, as well as the reasonableness of accounting estimates made by management and the adequacy ofrelated notes.
・ Determine whether it is appropriate for management to prepare the consolidated financial statements on thepremise of a going concern and, based on the audit evidence obtained, determine whether there is a significant
uncertainty in regard to events or conditions that may cast significant doubt on the entity’s ability to continue
as a going concern. If there is a significant uncertainty concerning the premise of a going concern, the auditor
is required to call attention to the notes to the consolidated financial statements in the audit report, or if thenotes to the consolidated financial statements pertaining to the significant uncertainty are inappropriate, issue
a modified opinion on the consolidated financial statements. While the conclusions of the auditor are basedon the audit evidence obtained up to the date of the audit report, depending on future events or conditions, anentity may be unable to continue as a going concern.
・ Besides assessing whether the presentation of and notes to the consolidated financial statements are inaccordance with accounting principles generally accepted in Japan, assess the presentation, structure, andcontent of the consolidated financial statements including related notes, and whether the consolidated
financial statements fairly present the transactions and accounting events on which they are based.

- 55 -

・ Obtain sufficient and appropriate audit evidence regarding the financial information of the Company and its
consolidated subsidiaries in order to express an opinion on the consolidated financial statements. The auditor
is responsible for instructing, supervising, and implementing the audit of the consolidated financial statements,
and is solely responsible for the audit opinion.
The auditor reports to the Audit & Supervisory Committee regarding the scope and timing of implementationof the planned audit, material audit findings including material weaknesses in internal control identified in thecourse of the audit, and other matters required under the auditing standards.
The auditor reports to the Audit & Supervisory Committee regarding the observance of provisions related toprofessional ethics in Japan as well as matters that are reasonably considered to have an impact on the auditor’s
independence and any safeguards that are in place to reduce or eliminate obstacles.
Interest
Our firm and engagement partners have no interests in the Company or its consolidated subsidiaries requiring
disclosure under the provisions of the Certified Public Accountants Act of Japan.

- 56 -

Accounting Auditor’s Audit Report on the Non-consolidated Financial Statements (duplicated copy)

Independent Auditor’s Report(English Translation)

To the Board of Directors
NIHON NOHYAKU CO., LTD.

May 10, 2022

Kyowa Audit Corporation
Chiyoda-ku, Tokyo
Masashige Takayama, CPA
Representative Partner
Engagement Partner
Masashi Ozawa, CPA
Representative Partner
Engagement Partner
OpinionPursuant to Article 436, Paragraph 2, Item 1 of the Companies Act, we have audited the accompanying
financial statements, which comprise the non-consolidated balance sheet, the non-consolidated statement ofincome, the non-consolidated statement of changes in equity and the related notes, and the accompanying
supplementary schedules of NIHON NOHYAKU CO., LTD. (the “Company”) for the 123rd fiscal year from
April 1, 2021 through March 31, 2022.
In our opinion, the financial statements and the accompanying supplementary schedules referred to above
present fairly, in all material respects, the financial position of the Company as of March 31, 2021, and theresults of its operations for the year then ended in conformity with accounting principles generally accepted inJapan.
Basis for the Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibility
under the auditing standards is stated in “Auditor’s Responsibility for the Audit of the Financial Statements andthe Accompanying Supplementary Schedules.” We are independent of the Company in accordance with theprovisions related to professional ethics in Japan, and are fulfilling other ethical responsibilities as an auditor.
We believe that we have obtained sufficient and appropriate audit evidence to provide a basis for our audit
opinion.
Other Information
The other information comprises the information included in the business report and its supplementaryschedules. Management is responsible for preparation and disclosure of the other information. The Audit &Supervisory Committee is responsible for monitoring the execution of Directors’ duties related to designing andoperating the reporting process of the other information.
Our opinion on the financial statements and the accompanying supplementary schedules does not cover theother information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements and the accompanying supplementary schedules, our
responsibility is to read the other information and, in doing so, consider whether the other information ismaterially inconsistent with the financial statements and the accompanying supplementary schedules or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other- 57 -

information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of Management and the Audit & Supervisory Committee for the Financial Statements and the
Accompanying Supplementary Schedules
Management is responsible for the preparation and fair presentation of the financial statements and theaccompanying supplementary schedules in accordance with accounting principles generally accepted in Japan,
and for designing and operating such internal control as management determines is necessary to enable thepreparation and fair presentation of the financial statements and the accompanying supplementary schedules
that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements and the accompanying supplementary schedules, management is
responsible for assessing whether it is appropriate to prepare the financial statements and the accompanying
supplementary schedules in accordance with the premise of a going concern, and for disclosing matters relating
to going concern when it is required to do so in accordance with accounting principles generally accepted inJapan.
The Audit & Supervisory Committee is responsible for monitoring the execution of Directors’ duties related
to designing and operating the financial reporting process.
Auditor’s Responsibility for the Audit of the Financial Statements and the Accompanying Supplementary
Schedules
Our responsibility is to obtain reasonable assurance about whether the financial statements and theaccompanying supplementary schedules as a whole are free from material misstatement, whether due to fraud
or error, and to express an opinion on the financial statements and the accompanying supplementary schedules
from an independent standpoint in an audit report, based on our audit. Misstatements can occur as a result offraud or error, and are deemed material if they can be reasonably expected to, either individually or collectively,
influence the decisions of users taken on the basis of the financial statements and the accompanying
supplementary schedules.
We make professional judgment in the audit process in accordance with auditing standards generally acceptedin Japan, and perform the following while maintaining professional skepticism.
・ Identify and assess the risks of material misstatement, whether due to fraud or error. Design and implement
audit procedures to address the risks of material misstatement. The audit procedures shall be selected andapplied as determined by the auditor. In addition, sufficient and appropriate audit evidence shall be obtained
to provide a basis for the audit opinion.
・ In making those risk assessments, the auditor considers internal control relevant to the entity’s audit in orderto design audit procedures that are appropriate in the circumstances, although the purpose of the audit of thefinancial statements and the accompanying supplementary schedules is not to express an opinion on theeffectiveness of the entity’s internal control.
・ Assess the appropriateness of accounting policies adopted by management and the method of theirapplication, as well as the reasonableness of accounting estimates made by management and the adequacy ofrelated notes.
・ Determine whether it is appropriate for management to prepare the financial statements and theaccompanying supplementary schedules on the premise of a going concern and, based on the audit evidence
obtained, determine whether there is a significant uncertainty in regard to events or conditions that may castsignificant doubt on the entity’s ability to continue as a going concern. If there is a significant uncertainty
concerning the premise of a going concern, the auditor is required to call attention to the notes to the financial
statements and the accompanying supplementary schedules in the audit report, or if the notes to the financial
statements and the accompanying supplementary schedules pertaining to the significant uncertainty areinappropriate, issue a modified opinion on the financial statements and the accompanying supplementaryschedules. While the conclusions of the auditor are based on the audit evidence obtained up to the date of theaudit report, depending on future events or conditions, an entity may be unable to continue as a going concern.

- 58 -

・ Besides assessing whether the presentation of and notes to the financial statements and the accompanying
supplementary schedules are in accordance with accounting principles generally accepted in Japan, assess thepresentation, structure, and content of the financial statements and the accompanying supplementaryschedules including related notes, and whether the financial statements and the accompanying supplementaryschedules fairly present the transactions and accounting events on which they are based.
The auditor reports to the Audit & Supervisory Committee regarding the scope and timing of implementationof the planned audit, material audit findings including material weaknesses in internal control identified in thecourse of the audit, and other matters required under the auditing standards.
The auditor reports to the Audit & Supervisory Committee regarding the observance of provisions related toprofessional ethics in Japan as well as matters that are reasonably considered to have an impact on the auditor’s
independence and any safeguards that are in place to reduce or eliminate obstacles.
Interest
Our firm and engagement partners have no interests in the Company requiring disclosure under the provisionsof the Certified Public Accountants Act of Japan.

- 59 -

Audit & Supervisory Committee’s Audit Report (duplicated copy)

Audit Report(English Translation)
The Audit & Supervisory Committee audited the performance of duties by the Directors for the 123rd fiscal
year from April 1, 2021 to March 31, 2022, and hereby submits the method and results of the audit.
1. Summary of Auditing Methods
The Audit & Supervisory Committee received reports periodically from Directors, employees andother relevant personnel about the details of Board of Directors’ resolutions concerning the matters set
forth in Article 399-13, Paragraph 1, Item 1 (b) and (c) of the Companies Act, as well as the establishment
and application of the internal control systems based on such resolutions, and then sought explanations
as necessary, expressed opinions and conducted the audit through the methods described below.
(1) In conformity with the Auditing Standards, etc. of the Audit & Supervisory Committee established by
the Audit & Supervisory Committee, following the auditing policies, allocation of duties and otherrelevant matters, using means such as the Internet, etc. and cooperating with the internal audit divisionand other internal control divisions, we participated in important meetings, received reports from the
Directors, employees and other relevant personnel regarding performance of their duties, sought
explanations as necessary, examined important authorized documents and associated information, andstudied the operations and financial positions at the head office and principal business offices. With
respect to subsidiaries, using means such as the Internet, etc., we communicated with, and collected
information from, Directors, Audit & Supervisory Board Members and other relevant personnel ofsubsidiaries as well as received reports from subsidiaries on their business as necessary.
(2) We monitored and verified whether the Accounting Auditor maintained its independence andimplemented appropriate audits, as well as received reports from the Accounting Auditor regarding
the performance of its duties and sought explanations as necessary. In addition, we received noticefrom the Accounting Auditor that “system to ensure that duties are performed properly” (matters set
forth in each item of Article 131 of the Regulation on Corporate Accounting) had been prepared inaccordance with the “Quality Control Standard for Audit” (issued by the Business Accounting Council
on October 28, 2005), JICPA Quality Control Standards Committee Statement No. 1 “Quality Control
for Audit Firms” and JICPA Auditing Standards Committee Statements No. 220 “Quality Control for
an Audit of Financial Statements,” and sought explanations as necessary. Also, with respect to key
audit matters, we discussed with the Accounting Auditor and received reports regarding theperformance of its audit and sought explanations as necessary.
Based on the above methods, we examined the Business Report and the supplementary schedules
thereof, the non-consolidated financial statements (non-consolidated balance sheet, non-consolidated
statement of income, non-consolidated statement of changes in equity, and non-consolidated notes) andthe supplementary schedules thereof, as well as the consolidated financial statements (consolidatedbalance sheet, consolidated statement of income, consolidated statement of changes in equity andconsolidated notes) related to the relevant fiscal year.

- 60 -

2. Results of Audit(1)

Results of Audit of Business Report and Other Relevant Documents

1. In our opinion, the Business Report and the supplementary schedules are in accordance with therelated laws and regulations, and Articles of Incorporation, and fairly represent the Company’s
condition.
2. We have found no evidence of wrongful action or material violation of related laws and regulations,nor of any violation with respect to the Articles of Incorporation, related to performance of duties by
the Directors.
3. In our opinion, the contents of the resolutions of the Board of Directors related to the internal controls
system are fair and reasonable. In addition, we have found no matters on which to remark regarding
the description in the Business Report and the performance of duties by the Directors related to suchinternal controls system.
(2)

Results of Audit of Non-consolidated Financial Statements and Supplementary Schedules
In our opinion, the methods and results employed and rendered by Kyowa Audit Corporation are fairand reasonable.

(3)

Results of Audit of Consolidated Financial Statements
In our opinion, the methods and results employed and rendered by Kyowa Audit Corporation are fairand reasonable.

May 11, 2022
Audit & Supervisory Committee, NIHON NOHYAKU CO., LTD.
Full-time Audit & Supervisory
Committee Member
Audit & Supervisory Committee
MemberAudit & Supervisory Committee
MemberAudit & Supervisory Committee
MemberAudit & Supervisory Committee
Member(Note)

Yoshiaki Higashino
Haruhiko Tomiyasu
Iwao Toigawa
Chizuko Nakata
Yoshiko Oshima

Audit & Supervisory Committee Members, Mr. Iwao Toigawa, Ms. Chizuko Nakata and
Ms. Yoshiko Oshima are Outside Directors as stipulated in Article 2, Item 15 and Article
331, Paragraph 6 of the Companies Act.

- 61 -