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: 4025
March 11, 2022

To Our Shareholders:

Takamoto Taki, Representative Director, President
Taki Chemical Co., Ltd.
2 Midorimachi, Befu-cho, Kakogawa-shi, Hyogo

Notice of the 103rd Annual General Meeting of Shareholders
We are pleased to announce the 103rd Annual General Meeting of Shareholders of Taki Chemical Co., Ltd. (the“Company”), which will be held as indicated below.
You may exercise your voting rights either by sending the voting form back to us or via the Internet, etc. Please
review the attached Reference Documents for the General Meeting of Shareholders, and exercise your voting
rights by 5:20 p.m. on Monday, March 28, 2022.
1. Date and Time: Tuesday, March 29, 2022, at 10 a.m. (JST) (Reception is scheduled to open at 9:15 a.m.)
2. Venue:
2nd floor of Kakogawa Plaza Hotel
800 Mizonokuchi, Kakogawa-cho, Kakogawa City, Hyogo
3. Purpose of the Meeting
Matters to be reported:
1. Business Report, Consolidated Financial Statements and Audit Reports of the Consolidated Financial
Statements by the Financial Auditor and the Audit & Supervisory Committee for the 103rd Fiscal Year (FromJanuary 1, 2021 to December 31, 2021)
2. Non-consolidated Financial Statements for the 103rd Fiscal Year (From January 1, 2021 to December 31,2021)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Partial Amendments to the Articles of Incorporation
Proposal No. 3
Election of Seven Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)- If you attend the meeting, please submit the voting form enclosed herewith to the reception desk in the venue.
- Any changes in the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated and Nonconsolidated Financial Statements will be announced on the Company’s website (https://www.takichem.co.jp/) as needed.
- In accordance with the provisions of laws and regulations and Article 16 of the Articles of Incorporation, the following matters areposted on the website of the Company (https://www.takichem.co.jp/) and therefore, they shall not be stated in the attachment to theNotice of the Annual General Meeting of Shareholders.
- System to ensure properness of operations, and the operational status of the system- Consolidated Statements of Changes in Net Assets- Notes to Consolidated Financial Statements- Non-consolidated Statements of Changes in Net Assets- Notes to Non-consolidated Financial Statements
Documents attached to the Notice of the Annual General Meeting of Shareholders are part of the Business Report audited by Audit& Supervisory Committee Members, and Consolidated and Non-consolidated Financial Statements audited by the financial auditor-and Audit & Supervisory Committee Members.
Please note that the meeting will be conducted in Japanese only.

-1-Proposal No. 1

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Appropriation of Surplus

The Company proposes the appropriation of surplus as follows:
Year-end dividend
The Company recognizes the return of profit to its shareholders as a key management priority, and it maintains a
policy of paying stable dividends on a continual basis. Moreover, the Company proposes to allocate profits to capital
investment, research and development investment, and rationalization investment to improve sustainable
development and the corporate value of the Company.
The Company has given comprehensive consideration to a range of factors including the enhancement of businessstructure, future business development and business performance, and it proposes to pay a year-end dividend for the103rd fiscal year of ¥50, consisting of an ordinary dividend of ¥45 and a special dividend of ¥5 per share, to repay
the support of shareholders.
(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amountThe Company proposes to pay a dividend of ¥50 per common share of the Company.
In this event, the total dividends will be ¥432,688,600.
(3) Effective date of dividend of surplus
The effective date of the dividend will be March 30, 2022.

-2-Proposal No. 2

Partial Amendments to the Articles of Incorporation

1. Reasons for the change
Since the revised provisions provided for in a proviso to Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, theCompany proposes to partially amend its Articles of Incorporation as follows, in preparation for the introductionof the system for providing informational materials for the General Meeting of Shareholders in electronic format.
(1) Article 16, paragraph 1 in “Proposed amendment” below will stipulate that the Company shall takemeasures for providing information that constitutes the content of reference documents for the General
Meeting of Shareholders, etc. in electronic format.
(2) Article 16, paragraph 2 in “Proposed amendment” below will establish the provision to limit the scope of
the paper-based documents to be delivered to shareholders who requested the delivery of paper-based
documents.
(3) Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for theGeneral Meeting of Shareholders, Etc. (Article 16 of the current Articles of Incorporation) will no longer
be required, they will be deleted.
(4) Accompanying the aforementioned new establishment and deletion, a supplementary provision regarding
the effective date, etc. will be established.
2. Details of the amendments
The details of the amendments are as follows:
The Articles of Incorporation remain unchanged except for the following article.
Current Articles of Incorporation(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
Article 16.
When the Company convenes a General Meeting ofShareholders, if it discloses information that is to be stated orpresented in the reference documents for the General Meetingof Shareholders, business report, financial statements andconsolidated financial statements through the internet inaccordance with the provisions prescribed by the Ministry ofJustice Order, it may be deemed that the Company has
provided this information to shareholders.
[Newly established](Underlined sections are the details of the amendments.)
Proposed Amendment(Deleted)(Measures for Providing Information in Electronic Format, Etc.)
Article 16.
1. When the Company convenes a General Meeting ofShareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the General Meeting of Shareholders, etc. inelectronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to be delivered toshareholders who requested the delivery of paper-based
documents by the record date of voting rights.

-3-Current Articles of Incorporation
Supplementary provisions(Transitional Measures Concerning Exemption of Audit &Supervisory Board Members from Liability)
Pursuant to the provisions of Article 426, paragraph (1) of theCompanies Act, the Company may, by resolution of the Boardof Directors, exempt Audit & Supervisory Board Members(including persons who were formerly Audit & Supervisory
Board Members) under Article 423, paragraph (1) of the Act
from their liability for damages arising from an act conducted
before the conclusion of the 102nd Annual General Meeting ofShareholders to the extent permitted by laws and regulations.

[Newly established]

Proposed Amendment
Supplementary provisions(Transitional Measures Concerning Exemption of Audit &Supervisory Board Members from Liability)
Article 1.
Pursuant to the provisions of Article 426, paragraph (1) of theCompanies Act, the Company may, by resolution of the Boardof Directors, exempt Audit & Supervisory Board Members(including persons who were formerly Audit & Supervisory
Board Members) under Article 423, paragraph (1) of the Act
from their liability for damages arising from an act conducted
before the conclusion of the 102nd Annual General Meeting ofShareholders to the extent permitted by laws and regulations.
(Transitional Measures Concerning Measures for Providing
Information in Electronic Format, Etc.)
Article 2.
1. The deletion of Article 16 (Internet Disclosure and Deemed
Provision of Reference Documents for the General Meetingof Shareholders, Etc.) of the current Articles ofIncorporation and the new establishment of Article 16(Measures for Providing Information in Electronic Format,Etc.) of the proposed amendment shall be effective fromthe date of enforcement of the provisions provided for inthe proviso to Article 1 of the Supplementary Provisions ofthe Act Partially Amending the Companies Act (Act No. 70of 2019) (hereinafter referred to as the “Date ofEnforcement”).
2. Notwithstanding the provision of the preceding paragraph,
Article 16 of the current Articles of Incorporation shallremain effective regarding any General Meeting ofShareholders held on a date within six months from theDate of Enforcement.
3. Article 2 of these Supplementary Provisions shall bedeleted on the date when six months have elapsed from theDate of Enforcement or three months have elapsed fromthe date of the General Meeting of Shareholders in thepreceding paragraph, whichever is later.

-4-Proposal No. 3

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

The terms of office of all seven Directors (excluding those who are Audit & Supervisory Committee Members) will
expire at the conclusion of this Annual General Meeting of Shareholders. Therefore, the Company proposes theelection of seven Directors (excluding those who are Audit & Supervisory Committee Members).
As for this proposal, the Audit & Supervisory Committee of the Company has judged that all the candidates forDirectors (excluding Directors who are Audit & Supervisory Committee Members) are eligible.
Candidates for Directors (excluding Directors who are Audit & Supervisory Committee Members) are as follows:
Candidate
No.

1

2

3Career summary, and position and responsibility in the
Number of theCompany
Company’s shares(Significant concurrent positions outside the Company)
ownedApr. 1977
Joined the CompanyMar. 1992
General Manager, Financing & Accounting
Department
Takamoto Taki
Mar. 1993
Director(June 23, 1954)
25,449 sharesMar. 1995
Managing DirectorMar. 1996
Representative Director and Senior Managing[Re-election]
DirectorMar. 1997
Representative Director, President (currentposition)■ Reasons for nomination as candidate for Director
The individual nominated as candidate was judged to possess extensive experience and knowledge related to theCompany’s overall business through his career at various departments. And, taking into consideration his performanceas the Company’s Representative Director, President, he is expected to play an appropriate role in the determination ofsignificant management issues and the supervision of business execution. For these reasons, the Company proposes tocontinue appointing the individual as Director.
Aug. 1986
Joined the Company
Apr. 2011
General Manager, Chemicals Manufacturing
Department
Mar. 2013
Director
Shigenori MatsuiMar. 2019
Managing Director(January 4, 1956)
Mar. 2020
Director, Managing Executive Officer in charge
6,612 sharesof Head Factory and General Manager, Head
[Re-election]
FactoryMar. 2021
Representative Director, Senior Managing
Executive Officer supervising Head Factoryand General Manager, Head Factory (currentposition)■ Reasons for nomination as candidate for Director
The individual nominated as candidate was judged to possess abundant experience and knowledge related to theCompany’s business through his career mainly at the manufacturing department. And, taking into consideration hisperformance as the Company’s Representative Director, Senior Managing Executive Officer, he is expected to play anappropriate role in the determination of significant management issues and the supervision of business execution. For
these reasons, the Company proposes to continue appointing the individual as Director.
Apr. 2008
Joined the Company
Katsuhiko Taki
Sept. 2020
Senior Manager (Sp. Charge), Financing &(November 7, 1983)
Accounting Department
6,232 sharesMar. 2021
Director, Executive Officer in charge of[Re-election]
Financing & Accounting Department (currentposition)■ Reasons for nomination as candidate for Director
The individual nominated as candidate was judged to possess extensive experience and knowledge related to theCompany’s overall business through his career at departments of fertilizer manufacturing, chemicals manufacturing,production technology, purchases, and accounting. And, taking into consideration his performance as the Company’sDirector, Executive Officer, he is expected to play an appropriate role in the determination of significant management
issues and the supervision of business execution. For these reasons, the Company proposes to continue appointing theindividual as Director.
Name(Date of birth)-5-CandidateNo.

456Career summary, and position and responsibility in the
Number of theCompany
Company’s shares(Significant concurrent positions outside the Company)
owned
Apr. 1983
Joined the Company
Apr. 2013
General Manager, Fertilizer BusinessDepartment
Mar. 2016
Associate Director
Hisamori Kanaji
Mar. 2017
Director(January 10, 1961)
4,989 sharesMar. 2020
Director, Executive Officer in charge ofFertilizer Business Department and General[Re-election]
Manager, Fertilizer Business Department
Mar. 2021
Director, Executive Officer in charge ofFertilizer Business Department and Chemicals
Business Department (current position)■ Reasons for nomination as candidate for Director
The individual nominated as candidate was judged to possess abundant experience and knowledge related to theCompany’s business through his career mainly at the sales department. And, taking into consideration his performanceas the Company’s Director, Executive Officer, he is expected to play an appropriate role in the determination ofsignificant management issues and the supervision of business execution. For these reasons, the Company proposes tocontinue appointing the individual as Director.
Apr. 1985
Joined the Company
Apr. 2013
General Manager, General Affairs & Personnel
Department
Feb. 2017
Senior Manager (Sp. Charge), General Affairs
Takahisa Masaki& Personnel Department(November 24, 1962)
1,589 shares
President and Representative Director of
SHIKISHIMA-SHOJI CO., LTD.
[Re-election]
Mar. 2017
Associate Director of the Company
Mar. 2020
Director, Executive Officer in charge ofGeneral Affairs & Personnel Department(current position)■ Reasons for nomination as candidate for Director
The individual nominated as candidate was judged to possess abundant experience and knowledge related to theCompany’s business through his career mainly at the sales department and the general affairs and personnel department
in addition to experience of corporate management at a subsidiary company. And, taking into consideration hisperformance as the Company’s Director, Executive Officer, he is expected to play an appropriate role in thedetermination of significant management issues and the supervision of business execution. For these reasons, theCompany proposes to continue appointing the individual as Director.
Jan. 1990
Joined the Company
Apr. 2015
General Manager, Management Planning
Hiroyuki Izutsu
Department (current position)(October 19, 1965)
1,229 sharesMar. 2020
Associate Executive Officer
Mar. 2021
Director, Executive Officer in charge of[Re-election]
Management Planning Department and Internal
Control Section (current position)■ Reasons for nomination as candidate for Director
The individual nominated as candidate was judged to possess abundant experience and knowledge related to theCompany’s business through his career mainly at the research and development department and the management
planning department. And, taking into consideration his performance as the Company’s Director, Executive Officer, heis expected to play an appropriate role in the determination of significant management issues and the supervision ofbusiness execution. For these reasons, the Company proposes to continue appointing the individual as Director.
Name(Date of birth)-6-CandidateNo.

7

Notes:

1.
2.
3.
4.

Career summary, and position and responsibility in the
Number of theCompany
Company’s shares(Significant concurrent positions outside the Company)
owned
Apr. 1987
Joined the Company
Apr. 2015
General Manager, Production Tech. &Goro Suzuki
Engineering Department (current position)(December 10, 1964)
1,191 sharesMar. 2020
Associate Executive Officer (current position)[New election]
Apr. 2021
Vice General Manager, Head Factory (currentposition)■ Reasons for nomination as candidate for Director
The individual nominated as candidate was judged to possess abundant experience and knowledge related to theCompany’s business through his career mainly at the research and development department. And, taking into
consideration his performance as the Company’s Associate Executive Officer, he is expected to play an appropriate rolein the determination of significant management issues and the supervision of business execution. For these reasons, theCompany proposes to appoint the individual as Director.
Candidate Katsuhiko Taki, Director, Executive Officer of the Company, is the oldest son of Takamoto Taki, Representative
Director, President of the Company.
There is no special interest between any of the candidates and the Company.
Goro Suzuki is a new candidate.
To secure excellent human resources and avoid impairing the execution of duties, the Company enters into the Directorsand Officers Liability Insurance Policy (D&O insurance policy) outlined below. Candidates proposed hereto for reelection have already been insured as Directors, and Mr. Goro Suzuki has already been insured as Associate ExecutiveOfficer. If this proposal is approved and adopted in its original form, the insurance policy will be renewed with all of thecandidates as Directors who are not Audit & Supervisory Committee Members.
(Summary of the content of D&O insurance policy)(1) Actual proportion of insurance premium paid by the insured
Insurance premiums including those of special contracts shall be borne by the Company. The insured is not to bearactual premium costs.
(2) Summary of events to be insured against damages
Damage caused by an officer, etc. as an insured taking responsibility concerning the execution of duties or receivinga claim filed in connection with the determination of liability, may be covered by the insurance including its special
contract; provided, however, that an exemption would apply to certain cases where the insured conducted the act
knowing that it is illegal, among others.
(3) Measure to be taken so that the properness of execution of duties by the Officer, etc. will not be impaired by thecontract
The D&O insurance policy provides the amount deductible. Damage with an amount smaller than the amountdeductible shall not be insured.
Name(Date of birth)-7-Reference: Directors Diversity Matrix
If Proposal No. 3 and the selection of Executive Officers with Special Titles and Executive Officers at the meetingof the Board of Directors to be held after the conclusion of this Annual General Meeting of Shareholders are approved,
the composition of the Board of Directors and the Audit & Supervisory Committee, as well as the areas where each
Director is expected to utilize their particular expertise and experience, will be as follows:

NameTakamoto Taki

Shigenori Matsui

Katsuhiko Taki
Hisamori KanajiPositionRepresentative
Director, President
Representative
Director
Senior Managing
Executive Officer
Director
Managing Executive
Officer
Director, Executive
OfficerDirector, Executive
Officer
Director, Executive
Hiroyuki Izutsu
OfficerDirector, Executive
Goro Suzuki
OfficerDirector
Full-Time Audit &Nariyuki Yasufuku
Supervisory
Committee Member

Takahisa Masaki

Independent Outside
Director
Hiroaki Tamura
Audit &Supervisory
Committee Member
Independent Outside
Director
Tatsuo Iwaki
Audit &Supervisory
Committee Member
Independent Outside
Director
Makoto Sakaguchi Audit &Supervisory
Committee Member
Independent Outside
Director
Shozo Shigeta
Audit &Supervisory
Committee Member

Notes:Finance/
Legal
Corporate account- affairs/
manageing/risk
finance & management
economics ment●

Personnel& labor
Research
Manufacaffairs/
Sales/&humanturing/marketingdevelopresources
qualitymentdevelopment

●

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IT/
digital Sustainainformability/tion
ESG
security

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1. A maximum of four areas where each person possesses expertise and experience have been marked with ●.
2. Under corporate management above, for internal Directors, persons with experience serving as Representative Director(including at major subsidiaries), and for Outside Directors, persons with experience serving as an internal Director at oneor more other companies have been marked with ●.

-8-