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

Securities Code: 7942
June 9, 2023
Start date of measures for electronic provision: June 6, 2023
To Our Shareholders:
Tomohiko Okubo, President and Representative Director
JSP Corporation
3-4-2 Marunouchi, Chiyoda-ku, Tokyo

Notice of the 65th Annual General Meeting of Shareholders
We would like to notify you that JSP Corporation (the “Company”) will hold its 65th Annual General Meeting of
Shareholders as follows.
When convening this general meeting of shareholders, the Company takes measures for providing
information that constitutes the content of reference documents for the general meeting of shareholders, etc.
(matters for which measures for providing information in electronic format are to be taken) in electronic
format, and posts it on each website below. Please access one of the websites to review the information.
Website that reference documents for the general meeting of shareholders are listed:
https://d.sokai.jp/7942/teiji/ (in Japanese)
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “Issue name (company name)” or “the Company’s securities
code,” and click “Search.” Then, click “Basic information” and select “Documents for public inspection/PR information.” Under“Filed information available for public inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting].”)If you are not attending the Meeting on the date, you may exercise your voting rights by either of thefollowing methods. Please examine the Reference Documents for the General Meeting of Shareholders, andexercise your voting rights.
[In case of exercising your voting rights by electromagnetic means (via the Internet)]
Please access the voting website designated by the Company (https://evote.tr.mufg.jp/) and follow the onscreen instructions to enter your approval or disapproval of the proposals by 5:30 p.m. on Wednesday, June
28, 2023 (JST).
If you exercise your voting rights both by the Voting Rights Exercise Form and by electromagnetic means(via the Internet), the exercise of voting rights by electromagnetic means (via the Internet, etc.) shall bedeemed valid. If you exercise your voting rights more than once by electromagnetic means (such as via theInternet, etc.), the last exercise of voting rights shall be deemed effective.
[In case of exercising your voting rights in writing]
Please indicate your approval or disapproval of the proposals on the Voting Rights Exercise Form andreturn it so that it arrives no later than 5:30 p.m. on Wednesday, June 28, 2023 (JST).
When you exercised your voting rights in writing (by mail) and did not indicate your vote for or against
proposals, it will be deemed that you approved proposals.
1. Date and Time: Thursday, June 29, 2023 at 10:00 a.m. (JST) (the reception starts at 9:00 a.m.)
2. Venue:
Conference Room of the Company Head Office (Shin Nisseki Bldg., 5th Floor)
3-4-2 Marunouchi, Chiyoda-ku, Tokyo-1-3. Purpose of the Meeting
Matters to be reported:
1. Business Report, Consolidated Financial Statements and Audit Reports of Consolidated Financial
Statements by the Financial Auditor and the Audit & Supervisory Board for the 65th Fiscal Year (from
April 1, 2022 to March 31, 2023).
2. Non-consolidated Financial Statements for the 65th Fiscal Year (from April 1, 2022 to March 31, 2023)
Matters to be resolved:
Proposal No. 1
Election of 12 Directors
Proposal No. 2
Election of 1 Audit & Supervisory Board Member
1. If you are attending the Meeting on the date, please submit the Voting Rights Exercise Form at the reception of the Meeting venue.
2. The paper-based documents will be also delivered to shareholders who have made a request for delivery of documents stating
matters for which measures for providing information in electronic format are to be taken. However, in accordance with theprovisions of laws and regulations and Article 14 of the Company’s Articles of Incorporation, the following matters are excluded
from the paper-based documents.
(1) Systems to ensure the appropriateness of Business Report and the status of operation of such systems(2) Notes to Consolidated Financial Statements(3) Notes to Non-consolidated Financial Statements
Accordingly, the paper-based documents that are delivered to shareholders who have made a request for delivery of documents arepart of the documents audited by the Financial Auditor when preparing the financial audit report and the Audit & Supervisory
Board when preparing the audit report.
3. If revisions to the matters for which measures for providing information in electronic format are to be taken arise, a notice of therevisions and the details of the matters before and after the revisions will be posted on each of the aforementioned website.
There will be no gifts to shareholders attending the General Meeting of Shareholders. We would appreciate your understanding.

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

Name

Current position and responsibility in the Company

Attributes

Board ofDirectors
meetings

1

2

3

Tomohiko Okubo
Male
Koichi Wakabayashi
Male
Yasuo Oikawa
MalePresident & Representative Director

Re-election

Director
Executive Vice President in charge of Extrusion

Re-election

Business Division and Corporate Planning Division
Director
Executive Vice President in charge of Bead

Re-election

Business Division and Global Business Division100%(17/17 times)
100%(17/17 times)
100%(17/17 times)

Director
4

Kosuke Uchida
Male

Senior Executive Officer, General Manager ofGeneral & Personnel Affairs Division, in charge of

Re-election

100%(17/17 times)

Internal Audit Department
5

6

7

8

9

10

11

12

Yasushi Komori
Male
Yoshikazu Shima
Male
Tomoyuki Kiura
Male
Yoshihisa Ishihara
Male
Hisashi Shinozuka
Male
Takayuki Ikeda
Male
Kiyoshi Itou
Male

Director
Executive Officer, General Manager of Finance &Accounting Division and Accounting Department
Director
Executive Officer, in charge of Research &Re-election

Development Division
Adviser100%(17/17 times)
100%(17/17 times)

New election-

New election-

Senior Executive Officer, General Manager ofGeneral Technology Division, General Manager of
Logistics & Purchasing DivisionRe-election
Director

OutsideIndependentRe-election

Director

OutsideIndependentRe-election

Director

OutsideIndependent100%(17/17 times)
100%(17/17 times)
100%(13/13 times)

New election

Ryoko Sugiyama
FemaleRe-election

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

Name
(Date of birth)

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

June 2006

June 2009
June 2010
Oct. 2014

Apr. 2015
Re-election

1

Tomohiko Okubo(April 26, 1961)
Male

Apr. 2016

Attendance at Board of
Directors meetings
17/17 times

Nov. 2018

Apr. 2019

June 2019

Apr. 2020

Apr. 2021
June 2021

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

Number of theCompany’s shares
owned

6,862

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

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Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1980
Apr. 2001
June 2004
Apr. 2010
June 2010

Re-election
Koichi Wakabayashi(July 28, 1957)
Male

2

Attendance at Board of
Directors meetings
17/17 times

June 2012

June 2014

June 2015

Apr. 2018
June 2018
Apr. 2021

June 2021

Joined the Company
Leader of Production Technology Group ofIndustrial Materials Company
Manager of Industrial Materials Department of
Living and Industrial Materials Company
Manager of Living and Industrial Materials
Business Department of Business Division I
Executive Officer and Manager of Living andIndustrial Materials Business Department of
Business Division I
Director, Executive Officer, and Manager of
Living and Industrial Materials Business
Department of Business Division I
Director, Senior Executive Officer, andManager of Living and Industrial Materials
Business Department of Business Division I
Director, Senior Executive Officer, General
Manager of Business Division I, and Manager
of Living and Industrial Materials Business
Department
Director, Senior Executive Officer, and General
Manager of Business Division I
Director, Senior Managing Executive Officer,
and General Manager of Business Division I
Director and Senior Managing Executive
Officer in charge of Extrusion Business
Division
Director and Executive Vice President in chargeof Extrusion Business Division and Corporate
Planning Division (current position)

Number of theCompany’s shares
owned

14,862

Reasons for nomination as candidate for Director
Koichi Wakabayashi has abundant achievements and experience in the overall management, being well versed inbusiness management of the extrusion business sector as the supervisory manager of the said sector. We have nominatedhim as candidate for Director, because he is expected to strengthen the effectiveness of the decision-making andsupervisory function of the Board of Directors by utilizing such achievements and experience.

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Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1980
Feb. 1986
Feb. 1996
Apr. 2001
Apr. 2002
Apr. 2006
Apr. 2010
June 2010
June 2011

June 2012
Re-election
Yasuo Oikawa(January 26, 1958)
Male

3

Attendance at Board of
Directors meetings
17/17 times

Apr. 2013

June 2014

June 2017
June 2018
June 2020

Apr. 2021

June 2022

Joined the Company
Temporarily transferred to ARCO/JSP (current
JSP International LLC)
Vice President of JSP International S.A.R.L.
Leader of Overseas Business Group ofOverseas Business Division of the Company
Director and President of JSP Foam Products
PTE. LTD.
Manager of Overseas Department of Advanced
Materials Company of the Company
Manager of New Business Promotion Office
Executive Officer and Manager of New
Business Promotion Office
Executive Officer, General Manager ofResearch & Development Division, andManager of New Business Promotion OfficeDirector, Executive Officer, General Manager
of Research & Development Division, Manager
of New Business Development Office, and in
charge of Intellectual Property Business
Division
Director, Executive Officer, General Manager
of Research & Development Division, andManager of New Business Development OfficeDirector, Senior Executive Officer, General
Manager of Research & Development Division,and Manager of New Business Development
OfficeDirector, Senior Executive Officer, and Deputy
General Manager of Business Division II
Director, Senior Managing Executive Officer,
and General Manager of Business Division II
Director, Senior Managing Executive Officer,
General Manager of Business Division II, andin charge of Overseas Business Division
Director and Senior Executive Officer in chargeof Bead Business Division and Global Business
Division
Director and Executive Vice President in chargeof Bead Business Division and Global Business
Division (current position)

Number of theCompany’s shares
owned

14,441Significant concurrent positions outside the Company
Director and Chairman of JSP International Group LTD.
Representative Director of KOSPA CORPORATION
Reasons for nomination as candidate for Director
Yasuo Oikawa has abundant achievements and experience in overall management as the supervisory manager of theBead Business Division. In addition, he is also well versed in research and development, new business development andoverseas business management. We have nominated him as candidate for Director, because he is expected to strengthen
the effectiveness of the decision-making and supervisory function of the Board of Directors by utilizing suchachievements and experience.

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Candidate
No.

Name
(Date of birth)

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

June 2009

June 2016
Re-election
June 2017
Kosuke Uchida(June 20, 1960)
Male
June 2018
4

Attendance at Board of
Directors meetings
17/17 times

Apr. 2021

June 2021

June 2022

5

Joined the Company
Manager of General Affairs Department andSecretary Group of Corporate Management
DivisionManager of General Affairs Department andSecretary Group of General & Personnel
Affairs Division
Executive Officer and Manager of General
Affairs Department and Secretary Group ofGeneral & Personnel Affairs Division
Executive Officer, Manager of General Affairs
Department of General & Personnel Affairs
Division, and in charge of Internal Control
Department (current Internal Audit Department)
Director, Executive Officer in charge ofCorporate Planning Department and Internal
Audit Department
Director, Executive Officer, General Manager
of Corporate Planning Division, and in chargeof Internal Audit Department
Director, Executive Officer, General Manager
of General & Personnel Affairs Division, and in
charge of Internal Audit Department
Director, Senior Executive Officer, General
Manager of General & Personnel Affairs
Division, and in charge of Internal Audit
Department (current position)

Number of theCompany’s shares
owned

12,782

Reasons for nomination as candidate for Director
Kosuke Uchida has served in important positions in corporate planning, internal control and other sectors besides thegeneral affairs sector, as well as having been involved in strengthening corporate governance. We have nominated him
as candidate for Director, because he is expected to strengthen the effectiveness of the decision-making and supervisory
function of the Board of Directors by utilizing such achievements and experience.
Jan. 2005
Joined the Company
Re-election
Apr. 2010
Manager of Accounting Department of Finance& Accounting Division
Yasushi Komori(July 22, 1963)
June 2019
Executive Officer, and General Manager of
Male
5,977
Finance & Accounting Division andAccounting Department
Attendance at Board ofJune 2021
Director, Executive Officer and General
Directors meetings
Manager of Finance & Accounting Division
17/17 times
and Accounting Department (current position)
Reasons for nomination as candidate for Director
Yasushi Komori has been in charge of the finance and accounting sector for a long time, strengthening the managementbase of our Group from the aspect of corporate accounting. We have nominated him as candidate for Director, because
he is expected to strengthen the effectiveness of the decision-making and supervisory function of the Board of Directors
by utilizing such achievements and experience.

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Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1988
June 2009

June 2013
Re-election

Apr. 2016

Yoshikazu Shima(January 21, 1964)
Male

6

Attendance at Board of
Directors meetings
17/17 times

Apr. 2017
Apr. 2020

Apr. 2021
June 2021

Joined MITSUBISHI GAS CHEMICALCOMPANY, INC.
General Manager of Research & Technology
Division of Niigata Plant of Natural Gas
Chemicals Company
General Manager of Niigata ResearchLaboratory of Natural Gas Chemicals Company
General Manager of Niigata ResearchLaboratory of Natural Gas Chemicals Company
and General Manager of Biotechnology R&D
Center of Niigata Research Laboratory of
Natural Gas Chemicals Company
General Manager of Research & Development
Division
Executive Officer and General Manager ofResearch & Development Department ofResearch & Development Division
Specially Appointed Executive (current
position)
Director and Executive Officer in charge of
Research and Development Division of theCompany (current position)

Number of theCompany’s shares
owned

1,783

Reasons for nomination as candidate for Director
Yoshikazu Shima has abundant knowledge and experience in the chemical industry, having served in important
positions at MITSUBISHI GAS CHEMICAL COMPANY, INC., our parent company. We have nominated him as
candidate for Director, because he is expected to strengthen the effectiveness of the decision-making and supervisory
function of the Board of Directors by utilizing such knowledge and experience for our management.

-8-

Candidate
No.

Name
(Date of birth)

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

July 2008
June 2009
New election
Tomoyuki Kiura(May 24, 1963)
Male

June 2013
Apr. 2016
June 20197

Attendance at Board of
Directors meetings
Apr. 2020

Apr, 2021

Apr. 2023

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

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

-9-0Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1983
June 2007
Apr. 2010

July 2014
New election
Yoshihisa Ishihara(August 15, 1959)
Male

8

Attendance at Board of
Directors meetings-

June 2017

June 2020

Mar. 2022

June 2022

Joined the Company
Manager of Development Department of Living
and Industrial Materials Company
Manager of Development Department of Living
and Industrial Materials Business Department
of Business Division I
Manager of Development Department andManager of Functional Sheet Department of
Living and Industrial Materials Business
Department of Business Division I
Executive Officer, General Manager of
Logistics & Purchasing Division, and in chargeof General Technology Division
Executive Officer, General Manager of
Logistics & Purchasing Division, and General
Manager of General Technology Division
Executive Officer, General Manager of
Logistics & Purchasing Division, and General
Manager of General Technology Division andManager of Quality Assurance Department
Senior Executive Officer, General Manager ofGeneral Technology Division, and General
Manager of Logistics & Purchasing Division(current position)

Number of theCompany’s shares
owned

6,751

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

- 10 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1978
Oct. 1991
July 1997
May 2005

Re-election
OutsideIndependent

Apr. 2007
Apr. 2012

Hisashi Shinozuka(July 16, 1954)
Male

June 2013

Apr. 2016
9

Attendance at Board of
Directors meetings
17/17 times

June 2017
June 2020

Joined Komatsu Ltd.
General Manager of Istanbul Office ofInternational Division
Vice President of Komatsu Latin-America
Corp.
General Manager of The Americas & European
Business of Construction & Mining Equipment
Marketing Division of Komatsu Ltd.
President and COO of Komatsu America Corp.
Senior Executive Officer and President ofConstruction Equipment Marketing Division of
Komatsu Ltd.
Director, Senior Executive Officer andPresident of Construction Equipment
Marketing Division
Director, Senior Executive Officer, andPresident of Construction Equipment
Marketing Division
Adviser
Outside Director of the Company (current
position)
Outside Audit & Supervisory Board Member of
NITTO KOHKI CO., LTD. (current position)

Number of theCompany’s shares
owned

2,111

Significant concurrent positions outside the Company
Outside Audit & Supervisory Board Member of NITTO KOHKI
CO., LTD.
Reasons for nomination as candidate for Outside Director and summary of expected roles
We have nominated Hisashi Shinozuka as candidate for Outside Director because he has abundant experience anddiscernment as a management executive, having served as president and in other positions of local subsidiaries ofcompanies that engage in business globally.
We expect that he will utilize the above abundant experience, etc. to contribute to ensuring the reasonableness andappropriateness of our decision-making, mainly with advice on overseas business expansion and recommendations onimportant personnel affairs and remunerations for officers as a member of the voluntary Nominating Advisory Board,
Remuneration Advisory Board and Governance Advisory Board, and protection of minority shareholders’ interests
among others.

- 11 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1981
Apr. 2007
Apr. 2010

Re-election
OutsideIndependent
Takayuki Ikeda(September 15, 1957)
Male

10

Attendance at Board of
Directors meetings
17/17 times

June 2011
June 2014
June 2020
June 2021
June 2022

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

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

- 12 -

0Candidate
No.

Name
(Date of birth)

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

11

Number of theCompany’s shares
ownedJoined Kurita Water Industries Ltd.
General Manager of Legal Department of
Administration Division
June 2003
General Manager of Personnel and Labor
Relations Department of Administration
Division
June 2007
Executive Officer in charge of Personnel andLegal, and General Manager of Personnel andRe-election
Labor Relations Department of Administration
OutsideDivisionIndependent
June 2009
Director and Executive General Manager of
Administrative Division
Kiyoshi Itou
(March 8, 1956)
793
June 2013
Managing Director and Executive General
Male
Manager of Corporate Planning Division
Apr. 2016
Managing Director and Executive General
Attendance at Board ofManager of Administrative Division
Directors meetings
Apr. 2018
Executive Senior Managing Director,
13/13 times
Representative Director, and Executive General
Manager of Corporate Planning Division
Apr. 2019
Executive Senior Managing Director,
Representative Director, and Executive General
Manager of Corporate Planning and Control
Division
June 2022
Outside Director of the Company (current
position)
Reasons for nomination as candidate for Outside Director and summary of expected roles
We have nominated Kiyoshi Itou as candidate for Outside Director because he has abundant achievements andexperience in the overall management, having been involved in corporate management for a long time.
We expect that he will utilize the above abundant achievements and experience to contribute to ensuring thereasonableness and appropriateness of our decision-making, mainly with advice on strengthening the management baseand recommendations on important personnel affairs and remunerations for officers as a member of the voluntary
Nominating Advisory Committee, Remuneration Advisory Board and Governance Advisory Board, and protection ofminority shareholders’ interests among others.

- 13 -

Candidate
No.

Name
(Date of birth)

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

Aug. 2007
Apr. 2010

June 2015
Jan. 2016

New election
OutsideIndependent

June 2016

June 2017
Ryoko Sugiyama(July 27, 1955)
FemaleDec. 2018
Dec. 201912

Notes:

Attendance at Board of
Directors meetings-

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

Number of theCompany’s shares
owned

0

Significant concurrent positions outside the Company
Director of Sugiyama & Kurihiara Environmental Consultants,
Inc.
External Director of UACJ Corporation (She will retire in June
2023.)
Representative Director of Gifu Sugiyama Memorial
Foundation, a public interest incorporated foundation
Director (outside) and Audit and Supervisory Committee
member of LECIP HOLDINGS CORPORATION (She will
retire in June 2023)
External Director of Kurita Water Industries Ltd. (She will retirein June 2023)
Head and Representative Director of Gifu Shimbun Co., Ltd.
Chairperson of the Board of Directors of Gifu Broadcasting
System, Inc.
Reasons for nomination as candidate for Outside Director and summary of expected roles
We have nominated Ryoko Sugiyama as candidate for Outside Director because she has abundant knowledge andexperience concerning sustainability, being an expert of environment and waste problem and having been serving as
Outside Director for multiple listed companies for a long time. We expect that she will utilize the above abundantachievements and experience to contribute to ensuring the reasonableness and appropriateness of our decision-making,mainly with advice on sustainable management and recommendations on important personnel affairs and remunerations
for officers as a member of the voluntary Nominating Advisory Committee, Remuneration Advisory Board andGovernance Advisory Board, and protection of minority shareholders’ interests among others.
1. There is no special interest between any of the candidates and the Company.
2. The section of the above “Career summary, position and responsibility in the Company, and significant concurrent
positions outside the Company” for Tomohiko Okubo, Yoshikazu Shima and Tomoyuki Kiura includes a description of
the positions and responsibilities as persons who execute business at MITSUBISHI GAS CHEMICAL COMPANY,
INC., our parent company, at present and in the past decade.
3. Ryoko Sugiyama will resign External Director of UACJ Corporation, External Director and Audit and Supervisory
Committee Member of LECIP HOLDINGS CORPORATION and External Director of Kurita Water Industries Ltd. inJune 2023.
4. Hisashi Shinozuka, Takayuki Ikeda, Kiyoshi Itou and Ryoko Sugiyama are candidates for Outside Director as defined in
Article 2, paragraph (3), item (vii) of the Regulations for Enforcement of the Companies Act.

- 14 -

5. The Company has submitted notification to Tokyo Stock Exchange, Inc. that Hisashi Shinozuka, Takayuki Ikeda andKiyoshi Itou have been designated as independent officers as provided for by the aforementioned exchange. If they areelected in the original form of this proposal, they will continue to be independent officers. In addition, if Ryoko
Sugiyama is elected in the original form of this proposal, she will become a new independent officer.
6. The Company has entered into a limited liability agreement with Hisashi Shinozuka, Takayuki Ikeda and Kiyoshi Itou tolimit their liability under Article 423, paragraph (1) of the Companies Act to an amount as provided for by Article 425,
paragraph (1) of the same Act. If their re-election is approved, the Company plans to renew the above limited liability
agreement with each one of them. If Ryoko Sugiyama is elected, the Company plans to enter into the same limited
liability agreement with her.
7. Hisashi Shinozuka, Takayuki Ikeda and Kiyoshi Itou are currently Outside Directors of the Company, and at theconclusion of this Annual General Meeting of Shareholders, their tenure will have been three years for Hisashi
Shinozuka, two years for Takayuki Ikeda and one year for Kiyoshi Itou.
8. The Company has concluded a directors’ and officers’ liability insurance agreement with an insurance company as
stipulated in Article 430-3, paragraph (1) of the Companies Act, and it insures officers (Directors, Audit & Supervisory
Board members, Executive Officers, etc.), including those of subsidiaries. Such insurance agreement will cover damages
and litigation costs that the insured would have to bear in the event of a claim from a shareholder, third party, or otherparty. However, damages caused by criminal acts, etc. committed by the insured are not covered. If the candidates areelected as Directors and assume their positions, they will become the insured of the insurance agreement.

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Proposal No. 2

Election of 1 Audit & Supervisory Board Member

At the conclusion of this meeting, the terms of office of Audit & Supervisory Board member Katsuhiko Tanabe will
expire. Therefore, the Company proposes the election of 1 Audit & Supervisory Board member.
The candidate for Audit & Supervisory Board Member is as follows.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
Name(Date of birth)
New election
OutsideIndependent
Yoshiyuki Kawakami(October 6, 1974)
Male

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1998
June 2003
Dec. 2010
Jan. 2021

Joined Japanese Ministry of Land,
Infrastructure, Transport and Tourism
Registered as a lawyer in New York State, USA
Registered as a lawyer
Joined Tanabe & Partners
Partner (current position)

Number of theCompany’s shares
owned

0

Significant concurrent positions outside the Company
Attendance at Audit &Partner of Tanabe & Partners
Supervisory Board meetings
Reasons for nomination as candidate for Outside Audit & Supervisory Board member
Yoshiyuki Kawakami has abundant experience as a lawyer and high level of knowledge about laws and compliance. We
have nominated him as candidate for Outside Audit & Supervisory Board member, because he is expected to perform
duties of Outside Audit & Supervisory Board member of the Company properly by utilizing this experience andknowledge.
Although he does not have any experience of direct involvement in corporate management, for the above reasons wejudge that he is able to execute his duties as Outside Audit & Supervisory Board member of the Company appropriately.
Notes: 1. The Company has entered into a legal advisory contract with Tanabe & Partners, to which Yoshiyuki Kawakami belongs.
The paid fee for fiscal 2022 is 3 million yen.
2. Yoshiyuki Kawakami is a candidate for Outside Audit & Supervisory Board member as defined in Article 2, paragraph(3), item (viii) of the Regulations for Enforcement of the Companies Act. If Yoshiyuki Kawakami is elected inaccordance with the original form of this proposal, the Company plans to submit notification to the Tokyo Stock
Exchange that he has been designated as an independent officer as provided for by the exchange.
3. If Yoshiyuki Kawakami is elected, the Company plans to enter into a limited liability agreement that limits his liability
under Article 423, paragraph (1) of the Companies Act to an amount as provided for by Article 425, paragraph (1) of thesame Act.
4. The Company has concluded a directors and officers liability insurance agreement with an insurance company provided
for by Article 430-3, paragraph (1) of the Companies Act, to indemnify the compensation for damages and legal
expenses among others incurred for the insured, including officers of the Company, by claims for damages due toactions associated with duties of company officials performed by the insured. If the candidate is elected as Audit &Supervisory Board Member and assume his position, he will become the insured of the insurance agreement.

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

Name

Business
Administration& GlobalManagement

Business
Strategy &MarketingSociety,
Accounting
Governance)

Personnel
Affairs &Development○

Koichi Wakabayashi

○

○

○

○

Yasuo Oikawa

○

○

○

○

○

○

○

○

Yasushi Komori

○

○

○

Tomoyuki Kiura○○

Yoshihisa Ishihara○○

Hisashi Shinozuka
OutsideIndependent

○

○

○

Takayuki Ikeda
OutsideIndependent

○

○

○

Kiyoshi Itou
Outside

○

○

○

○

○

○

Yoshikazu Shima

〇

〇

○
○

○

○

〇

〇

Independent

Audit &
Supervisory
Board
memberQuality
Control

○

○

○

R&D

of HumanResources

Production
Technology &Tomohiko Okubo

Kosuke UchidaDirector

ESG(Environment, Finance &Ryoko Sugiyama
OutsideIndependent

〇

〇

〇

〇

Makoto Ogawa

○

○

○

○

Yoshiaki Sawada
OutsideIndependent

○

○

○

Hideki Honda

○

○

○

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

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

The spouse or a relative within the second degree of kinship of the Outside Director or Outside Audit &Supervisory Board member is currently or has been in the past three years, a Director, Audit & Supervisory
Board member, Executive Officer, Operating Officer or Manager of a company belonging to the corporategroup consisting of the parent company or subsidiaries of the parent company of the Company.

2.

The Outside Director or Outside Audit & Supervisory Board member is a director, corporate auditor, executive
officer, executive director, manager or other employee of a business partner, etc. or a corporation if thebusiness partner, etc. is a corporation that falls under any of the following.
1)

Business partners that have paid on average 2% or more of the Company’s annual consolidated net sales
to the corporate group consisting of the Company and its subsidiaries (the “the Group”) over the past
three years.
2) Suppliers that have received, on average, 2% or more of their annual consolidated net sales from theGroup over the past three years.
3) Lenders to whom the Group currently owes an amount equivalent to 2% or more of the Company’s total
consolidated assets.
3. The Outside Director or Outside Audit & Supervisory Board member is a lawyer, certified public accountant,
tax accountant, or other consultant who has received on average annual remuneration of 10 million yen or
more from the Group over the past three years (or from an organization if the person receiving the
remuneration is a member of such organization), other than remuneration as a Director or Audit & Supervisory
Board member.
4.

The Outside Director or Outside Audit & Supervisory Board member is a shareholder (or if the shareholder isa corporation, a director, corporate auditor, executive officer, executive director, or manager or other employeeof the corporation) holding 10% or more of the voting rights of the Company.

Corporate Governance of the Company
1. Basic policy
(1)

(2)
(3)
(4)

(5)

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

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2.

Corporate governance system

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

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

Nominating Advisory Board
The Company’s Nominating Advisory Board is chaired by the top independent Outside Director andconsists of a majority of independent Outside Directors. In selecting candidates for Directors and Audit &Supervisory Board members, the Board selects suitable candidates who are able to fulfill their duties and- 19 -

(2)

(3)

3.

responsibilities, have the experience, knowledge, and abilities necessary to create medium- to long-term
corporate value, and are suitable for the position, and reports to the President & Representative Director.
Remuneration Advisory Board
The Company’s Remuneration Advisory Board is chaired by the top independent Outside Director and iscomposed of a majority of independent Outside Directors. The Board reports to the President &Representative Director on the remuneration of each Director, taking into consideration the overallbusiness environment, business conditions, performance, financial condition, and the contribution of eachindividual.
Governance Advisory Board
The Governance Advisory Board of the Company consists of at least three independent Outside Directors.
The purpose of this committee is to ensure fairness, transparency, and objectivity in transactions between
the Company and the parent company group, thereby appropriately protecting the interests of minority
shareholders and enhancing corporate governance, and it deliberates and reports on transactions with theparent company group in response to inquiries from the Board of Directors.

Evaluation of Board of Directors’ effectiveness

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

4.

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

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

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

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