This document has partly been translated from the Japanese original for reference purposes only. In the eventof 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 other forms of damages
arising from the translation.
Securities Code: 4021
Date of issuance: June 4, 2024
Start date of measures for electronic provision: May 29, 2024
To Those Shareholders with Voting Rights
YAGI Shinsuke
Representative Director,
President & COO
Nissan Chemical Corporation
5-1, Nihonbashi 2-chome, Chuo-ku,
Tokyo, JapanNOTICE OF THE CONVOCATION OF
THE 154th ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 154th Ordinary General Meeting of Shareholders of Nissan Chemical Corporation(the “Company”). The meeting will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing informationin electronic format, and according to the stipulations of Article 325-3 of the Companies Act, the items subject tomeasures for electronic provision are provided on the Company’s website, and we ask that you please confirm these
items by accessing the Company’s website below.
The Company’s website:
https://www.nissanchem.co.jp/ir_info/library/general_meeting.html (in Japanese)
https://www.nissanchem.co.jp/eng/ir_info/library/general_meeting.html (in English)
In addition to posting items subject to measures for electronic provision on the website above, the Company
also provides this information on the website of Tokyo Stock Exchange, Inc. (TSE). If you are unable to view theitems subject to measures for electronic provision on the Company’s website, access the TSE website below, enterand search for the issue name “Nissan Chemical” or the securities code (4021), click “Basic information (基本情報),” and select “Documents for public inspection/PR information (縦覧書類／PR 情報).” Under “Filed
information available for public inspection (縦覧書類),” click “Click here for access” under “[Notice of General
Shareholders Meeting /Informational Materials for a General Shareholders Meeting] (株主総会招集通知／株主総会資料).”
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show (in English)
If you do not attend the meeting in person, you can exercise your voting rights by either of the following means.
Please review the Reference Documents for the General Meeting of Shareholders, and exercise your voting rights.
Exercise of Voting Rights in Writing (by Post)
Please indicate your votes for or against the proposals on the enclosed Voting Rights Exercise Form and return itto the Company, ensuring that the form reaches us by 5:40 p.m., Tuesday, June 25, 2024 (Japan Time).
Exercise of Voting Rights via the Internet, etc.
Please access the website for exercising voting rights as indicated in the enclosed Voting Rights Exercise Formand exercise your voting rights by 5:40 p.m., Tuesday, June 25, 2024 (Japan Time).
11. Date and Time:

Wednesday, June 26, 2024 at 10:00 a.m. (Reception starts at 9:15 a.m.)

2. Place:

Josui Kaikan, 2F, Star Hall
1-1, Hitotsubashi 2-chome, Chiyoda-ku, Tokyo, Japan

3. Agenda of the Meeting:
Matters to be reported: 1. The Business Report and the Consolidated Financial Statements for the 154th
fiscal year (from April 1, 2023 to March 31, 2024) and results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Audit &Supervisory Board
2. The Non-Consolidated Financial Statements for the 154th fiscal year (from April
1, 2023 to March 31, 2024)
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Ten (10) Directors
Proposal No. 3: Election of One (1) Audit & Supervisory Board Member(1) If neither approval nor disapproval of each proposal is indicated on the Voting
4. Handling of votes:
Rights Exercise Form in the case of exercising your voting rights in writing (bypost), the Company will deem that you indicated your approval of the proposal.
(2) If you exercise your voting rights both in writing (by post) and via the Internet,
etc., the Company will only deem your exercise via the Internet, etc. valid. Also,
if you exercise your voting rights multiple times via the Internet, etc., theCompany will only deem your final exercise to be valid.

*
*

*
*

For those attending the meeting, please present the enclosed Voting Rights Exercise Form at the reception
desk on arrival.
Of the items to be listed on the form of items subject to measures for electronic provision, regarding the“System for Ensuring the Appropriate Operations and Summary of the Operating Conditions of the System”
in the Business Report, the “Consolidated Statements of Changes in Net Assets” and “Notes to Consolidated
Financial Statements” in the Consolidated Financial Statements, and the “Non-Consolidated Statements of
Changes in Net Assets” and “Notes to Non-Consolidated Financial Statements” in the Non-Consolidated
Financial Statements (hereinafter, “Items Omitted from Documents Provided”), based on laws andregulations and Paragraph 2, Article 19 of the Company’s Articles of Incorporation, because these items havebeen provided on the Company’s website, they are not listed on the paper-based documents delivered toshareholders requesting the delivery of paper-based documents. Furthermore, the above items posted on the
Company’s website are included in the scope of auditing when audit reports are prepared by the Audit &Supervisory Board and the Accounting Auditor.
If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and thedetails of the items before and after the revisions will be posted on the websites provided on page 1.
Institutional investors may use the Electronic Voting Rights Exercise Platform operated by ICJ, Inc.

2

Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Appropriation of Surplus
The Company upholds the basic policy of working to improve corporate value from a medium- to long-term
viewpoint and providing return of its profits to the shareholders.
After taking into consideration such factors as operating performance, business environment and preparation
for future business development, the Company proposes the year-end dividend for the 154th fiscal year as
follows.
(1) Type of dividend property
Cash(2) Matters related to distribution of dividend property and the total amountThe Company proposes to pay ¥94 per common share of the Company.
Under this proposal, the total amount of dividends paid is ¥13,043,190,994.
As the Company paid an interim dividend of ¥70 per share, the annual dividend for the 154th fiscal year is¥164 per share.
(3) Effective date of the distribution of surplus
June 27, 2024

3

Proposal No. 2: Election of Ten (10) Directors
The terms of office of all ten (10) Directors will expire at the conclusion of this Ordinary General
Meeting of Shareholders. Accordingly, the election of ten (10) Directors, including four (4) Outside
Directors, is proposed.
The selection of Director candidates is made based on the report of the Nomination and Remuneration
Advisory Committee, a majority of whose members are independent Outside Directors.
The candidates for Directors are as follows:
Candidate
No.

Name

Gender

1

KINOSHITA Kojiro

Male

2

YAGI Shinsuke

Male

3

HONDA Takashi

Male

4

ISHIKAWA Motoaki

Male

5

DAIMON Hideki

Male

6

MATSUOKA Takeshi

Male

7

OBAYASHI Hidehito

Male

Position/responsibilities in the
Company

Representative Director, Chairman& CEO
Nomination and Remuneration
Advisory Committee chair
Representative Director, President& COO
Nomination and Remuneration
Advisory Committee member
Director, Senior Executive Vice
President
Healthcare Business Field, andResearch & Development of
Healthcare Field
Business Development
Internal Audit Department,
Intellectual Property Department
and Purchasing Department
Director, Senior Managing
Executive Officer
Head of Performance Materials
Division
Research & Development of
Performance Materials Field
Director, Senior Managing
Executive Officer, CFO
Head of Finance & Accounting
Department
Sustainability Promotion & IR
Department, and Digital
Transformation Department
Director, Managing Executive
Officer, CRO
Head of Corporate Planning
Department
Chemicals Division, Personnel
Department, and Environment,
Safety & Quality Assurance
Department
Outside Director
Nomination and Remuneration
Advisory Committee member

4

Attribute

Reelection

Reelection

Reelection

Reelection

Reelection

Reelection

Reelection

OutsideDirector

Independent
OfficerCandidate
No.

Name

Gender8

KATAOKA Kazunori

Male

9

NAKAGAWA Miyuki

Female10

TAKEOKA Yuko

FemalePosition/responsibilities in the
Company

Outside Director
Nomination and Remuneration
Advisory Committee member
Outside Director
Nomination and Remuneration
Advisory Committee member
Outside Director
Nomination and Remuneration
Advisory Committee member

5

Attribute

Reelection

OutsideDirector

Independent
Officer

Reelection

OutsideDirector

Independent
Officer

OutsideIndependent
Officer

Reelection

Director

No.

Name
(Date of birth)

Career summary
Apr. 1977
Jun. 2002

KINOSHITA
Kojiro(April 19, 1948)

Joined the Company
Director, Head of Corporate Planning Department of
the Company
Jun. 2006 Managing Director, Head of Corporate Planning
Department of the Company
Jun. 2008 Representative Director, President & CEO of theCompany
Apr. 2021 Representative Director, Chairman & CEO of theCompany (to the present)(Position and responsibilities in the Company)
Representative Director, Chairman & CEO
Nomination and Remuneration Advisory Committee chair

Number of theCompany’s
shares held

99,100Male
1
Reelection

Attendance atmeetings of theBoard of Directors
12/12

Reason for the nomination of the candidate for Director
Mr. KINOSHITA Kojiro served as General Manager of the Business Strategy Department, Chemicals
General Headquarters and also as Head of the Corporate Planning Department. In addition, as President &CEO of the Company since June 2008 until March 2021, and thereafter as Chairman & CEO to the present,
he has been promoting strategies to enhance the corporate value of the Company Group. Considering his
wide-ranging experience, achievements, and insights, the Company judges that Mr. KINOSHITA remains
qualified to be a Director that performs decision-making on business operations and oversees the executionof duties by Directors, and again nominated him as a candidate for Director.

6

No.

Name
(Date of birth)

Career summary
Apr. 1985
Apr. 2013
Apr. 2016YAGI Shinsuke(June 13, 1962)
Male
2

Reelection

Number of theCompany’s
shares held

Joined the Company
Deputy Plant Manager of Onoda Plant of the Company

Executive Officer, Plant Manager of Sodegaura Plant of
the Company
Apr. 2018 Managing Executive Officer, Head of Production
Technology Department of the Company
Apr. 2020 Senior Managing Executive Officer, Head of
Production Technology Department of the Company
Jun. 2020 Director, Senior Managing Executive Officer, Head of
Production Technology Department of the Company
Apr. 2021 Representative Director, President & COO of theCompany (to the present)(Position and responsibilities in the Company)
Representative Director, President & COO
Nomination and Remuneration Advisory Committee member

12,000Attendance atmeetings of theBoard of Directors
12/12

Reason for the nomination of the candidate for Director
Mr. YAGI Shinsuke has been engaged in production technology for many years, and served as Deputy Plant
Manager of Onoda Plant, Plant Manager of Sodegaura Plant, and Head of Production Technology
Department. He has been contributing to the improvement of production systems for the Company Group’s
products and to their stable supply. In addition, as President & COO of the Company since April 2021, hehas been promoting strategies to enhance the corporate value of the Company Group. Considering his wideranging experience, achievements, and insights, the Company judges that Mr. YAGI remains qualified to bea Director that performs decision-making on business operations and oversees the execution of duties byDirectors, and again nominated him as a candidate for Director.

7

No.

Name
(Date of birth)

Career summary
Apr. 1981
Feb. 1997

3

Number of theCompany’s
shares held

Joined the Company
Vice President of Nissan Chemical Europe GmbH(currently Nissan Chemical Europe S.A.S.)
Jun. 2012 General Manager of Planning & Development
Department, Agricultural Chemicals Division of theCompany
Apr. 2014 Executive Officer, Deputy Head of Agricultural
Chemicals Division, General Manager of Planning &Development Department, Agricultural Chemicals
Division of the Company
Apr. 2017 Managing Executive Officer, Head of Agricultural
Chemicals Division of the Company
HONDA Takashi
8,600(March 8, 1959)
Jun. 2017 Director, Managing Executive Officer, Head ofAgricultural Chemicals Division of the Company
MaleApr. 2021 Director, Senior Managing Executive Officer, Head ofAgricultural Chemicals Division of the Company
Reelection
Apr. 2022 Director, Senior Executive Vice President of theCompany (to the present)
Attendance at(Position and responsibilities in the Company)
meetings of the
Director, Senior Executive Vice President
Board of Directors
Healthcare Business Field
12/12
Research & Development of Healthcare Field
Business Development
Internal Audit Department, Intellectual Property Department, andPurchasing Department
Reason for the nomination of the candidate for Director
Mr. HONDA Takashi has been engaged in the agricultural chemicals business focused on agriculturalchemicals development and business development for many years. He served as General Manager ofPlanning & Development Department, and Division Head, and after that, he had not only led the agriculturalchemicals business but also managed all of the Company’s life science business and research since April
2022. He has been leading the healthcare business and research, and as the person responsible for Business
Development, involved in formulating the Company’s strategies since April 2024. Considering his wideranging experience, achievements, and insights, the Company judges that Mr. HONDA remains qualified to
be a Director that performs decision-making on business operations and oversees the execution of duties byDirectors, and again nominated him as a candidate for Director.

8

No.

Name
(Date of birth)

Career summary
Apr. 1986
Jun. 2009

4

Number of theCompany’s
shares held

Joined the Company
General Manager of Display Materials Department,
Electronic Materials Division of the Company
Jun. 2012 General Manager of Display Materials Research
Department, Electronic Materials ResearchLaboratories of the Company
Jun. 2015 General Manager of Business Strategy Department,
Performance Materials Division of the Company
Apr. 2016 Executive Officer, Deputy Head of Performance
Materials Division, General Manager of Business
Strategy Department, Performance Materials Divisionof the Company
ISHIKAWA
Apr. 2020 Managing Executive Officer, Head of Performance
Motoaki
7,500
Materials Division of the Company(January 23, 1964)
Apr. 2022 Senior Managing Executive Officer, Head of
Performance Materials Division of the Company
MaleJun. 2022 Director, Senior Managing Executive Officer, Head ofReelection
Performance Materials Division of the Company (to thepresent)
Attendance at(Position and responsibilities in the Company)
meetings of the
Director, Senior Managing Executive Officer
Board of Directors
Head of Performance Materials Division
12/12
Research & Development of Performance Materials Field(Significant position concurrently held)
Director, Chairman of Nissan Chemical America Corporation
Representative Director of NCK Co., Ltd.
Representative Director of Nissan Chemical Taiwan Co., Ltd.
Reason for the nomination of the candidate for Director
Mr. ISHIKAWA Motoaki has been engaged in the performance materials business focused on display
materials for many years. He served as General Manager of Business Strategy Department, Division Head,and head of the Company’s overseas business locations, and after that, he has been managing all of theCompany’s performance materials business and research, which is a driver of the Company Group’s growthsince April 2022. The Company judges that Mr. ISHIKAWA is qualified to be a Director that performs
decision-making on business operations and oversees the execution of duties by Directors, and again
nominated him as a candidate for Director.

9

No.

Name
(Date of birth)

Career summary
Apr. 1988

5

Number of theCompany’s
shares held

Joined The Industrial Bank of Japan, Limited (currently
Mizuho Bank, Ltd.)
Apr. 2014 General Manager of Trust Business Department IV of
Mizuho Trust & Banking Co., Ltd.
Apr. 2016 Executive Officer, General Manager of Corporate &Institutional Coordination Department of Mizuho Trust& Banking Co., Ltd.
Apr. 2018 Managing Executive Officer in charge of Trust &Banking of Mizuho Trust & Banking Co., Ltd.
Apr. 2020 Executive Officer, Head of Finance & Accounting
Department of the Company
DAIMON
Apr. 2022 Managing Executive Officer, Head of Sustainability
Hideki
Promotion & IR Department of the Company
2,000(February 22,
Jun. 2022 Director, Managing Executive Officer, Head of
1964)
Sustainability Promotion & IR Department of theCompany
Male
Apr. 2023 Director, Senior Managing Executive Officer, Head of
Sustainability Promotion & IR Department of theReelection
Company
Apr. 2024 Director, Senior Managing Executive Officer, Head ofAttendance at
Finance & Accounting Department of the Company (tomeetings of thethe present)
Board of Directors(Position and responsibilities in the Company)
12/12
Director, Senior Managing Executive Officer, CFO
Head of Finance & Accounting Department
Sustainability Promotion & IR Department and Digital
Transformation Department
Reason for the nomination of the candidate for Director
Mr. DAIMON Hideki, while leveraging his abundant experience and wide-ranging insight cultivated atfinancial institutions in Japan and abroad, has been overseeing the formulation of financial strategy,
conducting active IR activities, and leading sustainability promotion across the entire Company sincejoining the Company in April 2020. In addition, since April 2024, he has made contributions to enhancing
the Company’s corporate value from a variety of perspectives as Head of Finance & Accounting
Department. The Company judges that Mr. DAIMON is qualified to be a Director that performs decisionmaking on business operations and oversees the execution of duties by Directors, and again nominated him
as a candidate for Director.

10

No.

Name
(Date of birth)

Career summary
May 1996
Apr. 2017

MATSUOKA
Takeshi(March 13, 1965)
Male
6

Reelection

Attendance atmeetings of theBoard of Directors
12/12

Joined the Company
General Manager of CSR & Public Relations Office,Corporate Planning Department of the Company
Apr. 2019 Executive Officer, Head of Internal Audit Departmentof the Company
Apr. 2021 Executive Officer, Head of Chemicals Division of theCompany
Apr. 2022 Managing Executive Officer, Head of Corporate
Planning Department of the Company
Jun. 2022 Director, Managing Executive Officer, Head ofCorporate Planning Department of the Company (to thepresent)(Position and responsibilities in the Company)
Director, Managing Executive Officer, CRO
Head of Corporate Planning Department
Chemicals Division, Personnel Department, and Environment, Safety& Quality Assurance Department

Number of theCompany’s
shares held

4,100

Reason for the nomination of the candidate for Director
Mr. MATSUOKA Takeshi joined the Company with wide-ranging business and planning experience in thechemicals industry, and after that, he has been involved in formulating major strategies not only in
Chemicals Division, but also in operational divisions including Corporate Planning Department, CSR &Public Relations Office, and Internal Audit Department. He has been focusing on assessing the status ofoperations across the entire Company and achieving Group-wide targets as Head of Corporate Planning
Department since April 2022. The Company judges that Mr. MATSUOKA is qualified to be a Director that
performs decision-making on business operations and oversees the execution of duties by Directors, andagain nominated him as a candidate for Director.

11

No.

Name
(Date of birth)

Career summary
Apr. 1969
Oct. 2001
Jun. 2003
Apr. 2006

OBAYASHI
Hidehito(April 22, 1944)
Male
7

Reelection
Outside Director
Independent Officer

Attendance atmeetings of theBoard of Directors
12/12

Apr. 2007

Jun. 2011
Jun. 2013

Joined Hitachi, Ltd.
Director of Hitachi High-Technologies Corporation(currently Hitachi High-Tech Corporation)
Vice President and Executive Officer of Hitachi HighTechnologies Corporation
Representative Executive Officer, Senior Vice President
and Executive Officer of Hitachi High-Technologies
Corporation
Director, Representative Executive Officer, President
and Chief Executive Officer of Hitachi HighTechnologies Corporation
Director, Chairman of the Board of Hitachi HighTechnologies Corporation
Chairman Emeritus of Hitachi High-Technologies
Corporation (to the present)
Outside Director of the Company (to the present)

Number of theCompany’s
shares held

0Jun. 2019(Position and responsibilities in the Company)
Outside Director
Nomination and Remuneration Advisory Committee member(Significant positions concurrently held)
Chairman Emeritus of Hitachi High-Tech Corporation

Reason for the nomination of the candidate for Outside Director and expected role
Mr. OBAYASHI Hidehito served as Director, Chairman of the Board of Hitachi High-Tech Corporation,
and after that, he has been serving as Chairman Emeritus of the company. Accordingly, he has abundant
experience and wide-ranging insight as an experienced manager of a corporate group active in diverse
sectors of global business. In order to reflect these in the Company’s management from an outside
perspective and from an objective standpoint, the Company again nominated him as a candidate for Outside
Director. In addition, if his election is approved, the Company intends him to continue contributing to theselection of candidates for the Company’s directors and the determination of director compensation, etc.,from an independent standpoint as a member of Nomination and Remuneration Advisory Committee.

12

No.

Name
(Date of birth)

Career summary
Apr. 1979

8

Number of theCompany’s
shares held

Assistant Professor of Institute of Biomedical
Engineering at Tokyo Women’s Medical University
Aug. 1988 Associate Professor of Institute of Biomedical
Engineering at Tokyo Women’s Medical University
Oct. 1994 Professor of Faculty of Industrial Science andTechnology at Tokyo University of Science
Apr. 1998 Professor of Graduate School of Engineering at The
University of Tokyo
Jul. 2004 Professor of Graduate School of Medicine at The
University of Tokyo
Jul. 2015 Director General of Innovation Center of
NanoMedicine, Kawasaki Institute of Industrial
KATAOKA
Promotion (to the present)
Kazunori
Apr. 2016 Project Professor at The University of Tokyo(November 27,
Jun. 2016 Professor Emeritus at The University of Tokyo (to the01950)
present)
Jul. 2016 Deputy Chairman of Kawasaki Institute of Industrial
Male
Promotion (to the present)
Outside Director of the Company (to the present)
Jun.
2020
Reelection
Outside Director
Jun. 2020 Outside Director of NanoCarrier Co., Ltd. (currently
Independent Officer
NANO MRNA Co., Ltd.) (to the present)(Position and responsibilities in the Company)
Attendance at
Outside Director
meetings of theNomination and Remuneration Advisory Committee member
Board of Directors(Significant positions concurrently held)
12/12
Deputy Chairman of Kawasaki Institute of Industrial Promotion
Director General of Innovation Center of NanoMedicine, Kawasaki
Institute of Industrial Promotion
Professor Emeritus at The University of Tokyo
Outside Director of NANO MRNA Co., Ltd.
Reason for the nomination of the candidate for Outside Director and expected role
Mr. KATAOKA Kazunori has been engaged in research involving the application of nanotechnologies in thefields of biomedical engineering and biomaterial engineering for many years and is currently serving as
Director General of Innovation Center of NanoMedicine, Kawasaki Institute of Industrial Promotion. The
Company again nominated him as a candidate for Outside Director so that his expertise as doctor ofengineering, abundant experience, and wide-ranging knowledge will be reflected in the management of theCompany from an outside perspective and from an objective standpoint. Though Mr. KATAOKA does nothave a past experience being involved in corporate management other than becoming an Outside Director,
for the above-mentioned reasons, the Company judges that Mr. KATAOKA will appropriately perform his
duties as Outside Director. In addition, if his election is approved, the Company intends him to continue
contributing to the selection of candidates for the Company’s directors and the determination of director
compensation, etc., from an independent standpoint as a member of Nomination and Remuneration
Advisory Committee.

13

No.

Name
(Date of birth)

Career summary
Apr. 1990
Apr. 2008

9

Number of theCompany’s
shares held

Prosecutor, Tokyo District Public Prosecutors OfficeCounsellor, Judicial System Department, Minister’s
Secretariat, Ministry of JusticeJan. 2011 Counsellor, Cabinet Secretariat, Assistant Chief Cabinet
Secretary Office
Apr. 2013 Prosecutor, Tokyo High Public Prosecutors Office
Aug. 2013 General Manager of General Administration
Department, Saitama District Public Prosecutors Office
Apr. 2015 Specially Appointed Professor, Chuo Law School(Appointed Public Prosecutor)
Mar. 2019 Retired as Prosecutor
Apr. 2019 Qualified for attorney-at-law
Apr. 2019 Professor, Chuo Law School (to the present)
May 2019 Established Kousui Law Office (to the present)
Jun. 2019 Outside Director of NITTO KOGYO CORPORATION
NAKAGAWA(to the present)
Miyuki
Outside Director of the Company (to the present)
Jun.
2021
(November 22,
300
1964)
Jun. 2021 Outside Audit & Supervisory Board Member of
FANCL CORPORATION (to the present)
FemaleJun. 2022 Outside Audit & Supervisory Board Member of Shinsei
Bank, Limited (currently SBI Shinsei Bank, Limited)
Reelection(to the present)
Outside Director
Aug. 2022 Outside Audit & Supervisory Board Member ofIndependent Officer
ASKUL Corporation (to the present)(Position and responsibilities in the Company)
Attendance at
Outside Director
meetings of theNomination and Remuneration Advisory Committee member
Board of Directors(Significant positions concurrently held)
11/12
Attorney-at-law, Kousui Law Office
Professor, Chuo Law School
Outside Director of NITTO KOGYO CORPORATION
Outside Audit & Supervisory Board Member of FANCLCORPORATION
Outside Audit & Supervisory Board Member of SBI Shinsei Bank,
LimitedOutside Audit & Supervisory Board Member of ASKUL Corporation
Reason for the nomination of the candidate for Outside Director and expected role
Ms. NAKAGAWA Miyuki worked for many years as a prosecutor in the Tokyo District Public Prosecutors
Office and the Tokyo High Public Prosecutors Office and she has abundant practical experience in legal
circles. The Company again nominated her as a candidate for Outside Director so that her expertise as legal
profession, abundant experience, and wide-ranging knowledge will be reflected in the management of theCompany from an outside perspective and from an objective standpoint. Though Ms. NAKAGAWA does
not have a past experience being involved in corporate management other than becoming an Outside
Director, for the above-mentioned reasons, the Company judges that Ms. NAKAGAWA will appropriately
perform her duties as Outside Director. In addition, if her election is approved, the Company intends her tocontinue contributing to the selection of candidates for the Company’s directors and the determination of
director compensation, etc., from an independent standpoint as a member of Nomination and Remuneration
Advisory Committee.
14

No.

Name
(Date of birth)

Career summary
Apr. 2001
Nov. 2002
Apr. 2006
Apr. 2010

TAKEOKA
Yuko(October 7, 1973)
Female10

Apr. 2018

Apr. 2023

Assistant Professor of Department of Chemistry,
Faculty of Science and Technology, Sophia University
PRESTO Researcher of Japan Science and Technology
AgencyLecturer of Department of Chemistry, Faculty of
Science and Technology, Sophia University
Associate Professor of Department of Materials andLife Sciences, Faculty of Science and Technology,
Sophia University
Professor of Department of Materials and Life
Sciences, Faculty of Science and Technology, Sophia
University (to the present)
Director of Center for Research Promotion & Support,
Sophia University (to the present)
Outside Director of the Company (to the present)

Number of theCompany’s
shares held

0Jun. 2023(Position and responsibilities in the Company)
Outside Director
Nomination and Remuneration Advisory Committee member(Significant positions concurrently held)
Attendance at
Professor of Department of Materials and Life Sciences, Faculty ofmeetings of the
Science and Technology, Sophia University
Board of Directors
Director of Center for Research Promotion & Support, Sophia
10/10
University
Reason for the nomination of the candidate for Outside Director and expected role
Ms. TAKEOKA Yuko has been engaged in research centered on the synthesis and characterization offunctional polymers for many years, and is currently serving as a Professor of Department of Materials andLife Sciences, Faculty of Science and Technology, Sophia University. The Company again nominated her
as a candidate for Outside Director so that her expertise as a doctor of engineering, abundant experience,
and wide-ranging knowledge will be reflected in the management of the Company from an outside
perspective and from an objective standpoint. Though Ms. TAKEOKA does not have a past experience
being involved in corporate management, for the above-mentioned reasons, the Company judges that Ms.
TAKEOKA will appropriately perform her duties as Outside Director. In addition, if her election isapproved, the Company intends her to continue contributing to the selection of candidates for theCompany’s directors and the determination of director compensation, etc., from an independent standpoint
as a member of Nomination and Remuneration Advisory Committee.
Reelection
Outside Director
Independent Officer

Notes: 1. Mr. ISHIKAWA Motoaki serves as Representative Director of NCK Co., Ltd. The Company has a
trading relationship with NCK Co., Ltd. that includes the sale of products. No conflicts of interest
exist between any of the other candidates and the Company.
2. Messrs. OBAYASHI Hidehito and KATAOKA Kazunori and Mses. NAKAGAWA Miyuki and
TAKEOKA Yuko are candidates for Outside Director.
3. Mr. OBAYASHI Hidehito’s term of office as Outside Director of the Company will aggregate to 5
years as of the conclusion of this Ordinary General Meeting of Shareholders. Mr. KATAOKA
Kazunori’s term of office as Outside Director of the Company will aggregate to 4 years as of theconclusion of this Ordinary General Meeting of Shareholders. Ms. NAKAGAWA Miyuki’s term ofoffice as Outside Director of the Company will aggregate to 3 years as of the conclusion of thisOrdinary General Meeting of Shareholders. Ms. TAKEOKA Yuko’s term of office as Outside Directorof the Company will aggregate to 1 year as of the conclusion of this Ordinary General Meeting of
Shareholders.
4. The Company entered into agreements with Messrs. OBAYASHI Hidehito and KATAOKA Kazunoriand Mses. NAKAGAWA Miyuki and TAKEOKA Yuko respectively that limit their liability when they15

perform their duties concerning the responsibilities under Paragraph 1, Article 423 of the Companies
Act in good faith with no serious negligence to the minimum liability provided for by the relevantlaws and regulations. If their reelection is approved, the Company plans to continue the said limited
liability agreement with them respectively.
5. The Company has entered into a directors and officers liability insurance agreement with an insurancecompany pursuant to Paragraph 1, Article 430-3 of the Companies Act, and the agreement is designed
to cover damages that may arise from the insureds, including the Directors, who are held liable for the
execution of their duties or receive claims filed against them in relation to the pursuit of suchliabilities. If each candidate is elected and appointed as a Director, such Director will be included in
the insureds of the said insurance agreement. The Company plans to renew the said insurance
agreement or enter into similar directors and officers liability insurance agreement during the terms ofoffice of the Directors related to this proposal.
6. Mr. OBAYASHI Hidehito serves as Chairman Emeritus of Hitachi High-Tech Corporation. The
Company has transactions with Hitachi High-Tech Corporation that includes purchase of researchequipment. However, the amount paid by the Company as consideration for those transactions with
Hitachi High-Tech Corporation is deemed insignificant given that when averaged over the past 3
fiscal years, the payments amounted to less than 0.1% of annual consolidated revenues of Hitachi
High-Tech Corporation.
7. Mr. KATAOKA Kazunori serves as Professor Emeritus at The University of Tokyo. The Company has
transactions with The University of Tokyo, such as contracted testing. However, the amount paid by
the Company as consideration for those transactions with The University of Tokyo is deemed
insignificant given that when averaged over the past 3 fiscal years, the payments amounted to lessthan 0.1% of annual ordinary revenue of The University of Tokyo.
8. The Company has notified the Tokyo Stock Exchange of status of Messrs. OBAYASHI Hidehito and
KATAOKA Kazunori and Mses. NAKAGAWA Miyuki and TAKEOKA Yuko as independent officers.
If their reelections are approved, the Company plans to notify the stock exchange of status of Messrs.
OBAYASHI and KATAOKA and Mses. NAKAGAWA and TAKEOKA as independent officers again.

16

Proposal No. 3: Election of One (1) Audit & Supervisory Board Member
The term of office of Audit & Supervisory Board Member, Mr. SUZUKI Norihiro will expire at theconclusion of this Ordinary General Meeting of Shareholders. Accordingly, the election of one (1) Audit &Supervisory Board Member is proposed.
The selection of an Audit & Supervisory Board Member candidate is made based on the report of theNomination and Remuneration Advisory Committee, a majority of whose members are independent Outside
Directors. The Audit & Supervisory Board has already given its approval to this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary
Oct. 1986

TAKAHAMA
Shigeru(January 22, 1964)
Male
New Candidate
Outside Audit &Supervisory Board
MemberJoined Aoyama Audit Corporation (ChuoAoyama
Audit Corporation)
Mar. 1990 Qualified for certified public accountant
Sep. 2006 Representative Partner (currently Partner),PricewaterhouseCoopers Aarata (currently
PricewaterhouseCoopers Japan LLC) (to the present)
Jul. 2010 General Manager of Osaka Office,PricewaterhouseCoopers Aarata
Jun. 2013 Chairman of Kinki Chapter of the Japanese Institute ofCertified Public Accountants
Jul. 2013 Deputy President of the Japanese Institute of Certified
Public Accountants
Jul. 2019 Committee Chair of Ethics Standards Committee of theJapanese Institute of Certified Public Accountants(Significant positions concurrently held)
Partner, PricewaterhouseCoopers Japan LLC

Number of theCompany’s
shares held

0

Independent Officer

Reason for the nomination of the candidate for Outside Audit & Supervisory Board Member
Mr. TAKAHAMA Shigeru has been engaged in auditing duties of numerous listed companies for many
years as a certified public accountant. The Company has nominated him as a candidate for Outside Audit &Supervisory Board Member so that his advanced expertise in corporate accounting, abundant experience,
and wide-ranging knowledge will be reflected in the audit of the Company from an outside perspective andfrom an objective and neutral standpoint. Though Mr. TAKAHAMA does not have a past experience being
involved in corporate management, for the above-mentioned reasons, the Company judges that Mr.
TAKAHAMA will appropriately perform his duties as Outside Audit & Supervisory Board Member.
Notes: 1. No conflicts of interest exist between Mr. TAKAHAMA Shigeru and the Company.
2. Mr. TAKAHAMA Shigeru is a new candidate for Outside Audit & Supervisory Board Member.
3. If Mr. TAKAHAMA Shigeru’s election is approved, the Company plans to enter into an agreementwith Mr. TAKAHAMA that limits his liability when he performs his duties concerning the
responsibilities under Paragraph 1, Article 423 of the Companies Act in good faith with no serious
negligence to the minimum liability provided for by the relevant laws and regulations.
4. The Company has entered into a directors and officers liability insurance agreement with an insurancecompany pursuant to Paragraph 1, Article 430-3 of the Companies Act, and the agreement is designed
to cover damages that may arise from the insureds, including the Audit & Supervisory Board
Members, who are held liable for the execution of their duties or receive claims filed against them in
relation to the pursuit of such liabilities. If Mr. TAKAHAMA Shigeru is elected and appointed as an
Audit & Supervisory Board Member, he will be included in the insureds of the said insurance
17

agreement. The Company plans to renew the said insurance agreement or enter into similar directors
and officers liability insurance agreement during the term of office of the Audit & Supervisory Board
Member related to this proposal.
5. If Mr. TAKAHAMA Shigeru’s election is approved, the Company plans to notify the Tokyo Stock
Exchange of status of Mr. TAKAHAMA as an independent officer.
6. Mr. TAKAHAMA Shigeru is scheduled to retire as a Partner of PricewaterhouseCoopers Japan LLC
on June 30, 2024.
7. Mr. TAKAHAMA Shigeru is scheduled to establish Takahama CPA Office on July 1, 2024.

18

(Reference) The Company’s stance towards independency for Outside Directors and Outside Audit &Supervisory Board Members
The Company’s independence standards for Outside Officers are as follows.
The Company’s independent Outside Officers (Directors and Audit & Supervisory Board Members) andindependent Outside Officer candidates fulfill the Companies Act’s requirements for Outside Officers, as wellas the following independence standards.
(1) Not being an executive (a person who executes business; hereinafter, the same) of the Company or its
subsidiaries, nor having been an executive of the Company or its subsidiaries for the past 10 years (ifhowever, a non-executive director or audit & supervisory board member of the Company or its subsidiaries atsome point in the past 10 years, the 10 years prior to being appointed to that role).
(2) Not being one of the Company’s major shareholders (a shareholder with 10% or more of voting rights) or an
executive thereof.
(3) Not being an executive of a corporation of which the Company is a major shareholder (a shareholder with
10% or more of voting rights).
(4) Not being a major client or supplier (a client or supplier from whom the value of average payments fortransactions to the Company or its subsidiaries over the past 3 fiscal years exceeds 2% of the average annual
consolidated net sales of the Company over the past 3 fiscal years) of the Company or its subsidiaries or an
executive thereof.
(5) Not being a party whose major client or supplier is the Company or its subsidiaries (a party to whom the valueof average payments for transactions by the Company or its subsidiaries over the past 3 fiscal years exceeds
2% of the average annual consolidated net sales of that party over the past 3 fiscal years), or an executive
thereof.
(6) Not being an executive of a major financial institution with which the Company has borrowings (a financial
institution from whom the average amount of the Company’s consolidated fiscal-year-end balance ofborrowings over the past 3 fiscal years exceeds 2% of the Company’s average annual consolidated fiscalyear-end total assets over the past 3 fiscal years) nor having been an executive thereof for the past 3 years.
(7) Not being an attorney, certified public accountant, certified public tax accountant, other consultant, researcheror educator in receipt from the Company of a large amount of monetary consideration or other property (anaverage annual amount over the past 3 fiscal years of over ¥10 million for individuals or, in the event therecipient is a corporation or other organization that said individual is affiliated with or retained by, of anamount in excess of 2% of that organization’s average annual total revenues over the past 3 fiscal years) otherthan Director or Audit & Supervisory Board Member remuneration.
(8) Not being a close relative (spouse, person within the second degree of kinship or relative living together) of
an executive (limited to key personnel) of the Company or its subsidiaries.
(9) In addition to items (1) through (8) above, being such person as the Board of Directors determines to be a
person whose independence as an independent Outside Officer of the Company is unquestionable and forwhom there is no rationally determined risk of a conflict of interest with the general shareholders of theCompany.

19

(Reference) Nomination and Remuneration Advisory Committee
On April 1, 2019, the Company established its Nomination and Remuneration Advisory Committee, whichacts as an advisory body under the Board of Directors with the aims of strengthening the Board of Directors’
independence, objectivity and accountability in relation to matters such as the nomination and remuneration of
the Directors, and further enhancing corporate governance. In response to consultation by the Board of
Directors, the committee deliberates on matters that include nomination of Director and Audit & Supervisory
Board Member candidates, appointment of senior management, senior management succession planning, andremuneration of Directors. The committee then reports details of such deliberations to the Board of Directors.
A majority of the committee’s members are independent Outside Directors, with no fewer than three of its
members selected by resolution of the Board of Directors. The following individuals shall be named committee
chair and committee members in the event that Proposal 2 “Election of Ten (10) Directors” is approved withoutchange.
Committee chair: KINOSHITA Kojiro (Chairman & CEO)
Committee member: OBAYASHI Hidehito (independent Outside Director)
Committee member: KATAOKA Kazunori (independent Outside Director)
Committee member: NAKAGAWA Miyuki (independent Outside Director)
Committee member: TAKEOKA Yuko (independent Outside Director)
Committee member: YAGI Shinsuke (President & COO)

20

(Reference) Skills matrix for the Company’s Board of Directors (in the event that each candidate is elected
at this General Meeting of Shareholders)
Director

Representative
KINOSHITA
Director,
KojiroChairman
Representative
YAGI Shinsuke
Director, President
Director, Senior
Executive Vice HONDA Takashi
President
Director,
ISHIKAWA
Senior Managing
MotoakiExecutive Officer
Director,
Senior Managing DAIMON Hideki
Executive Officer
Director,
MATSUOKAManaging
TakeshiExecutive Officer
OBAYASHI
Outside Director
Hidehito
Outside Director

KATAOKA
Kazunori

Outside Director

NAKAGAWA
Miyuki

Outside Director

TAKEOKA Yuko

The expertness and experience required for the Company’s Directors
Legal/Risk
Personnel
R&D/
Corporate
Finance & Management/
Affairs/
GlobalTechnologies
Management
Accounting
Internal
Personnel
Experience(*)
Control
Strategies
●

●

●

●
●

●

●

●

●

●

●

●

●

●

●

●
●

●

●

●

●

●

●

●

●

●

●

●

●

●

●
●

●

* “R&D/Technologies” include the expertness and practical experience in the fields of IT, Digital Transformation (DX),environmental safety, and quality assurance.

(Reference) View on the appropriate balance between knowledge, experience and skills of the Board of
Directors as a whole, and on diversity
The Company considers the board to be formed by members selected from various viewpoints to makeappropriate and expeditious decision-making and oversee the execution of business activities in diverse fields(including chemicals, performance materials, agricultural chemicals, and healthcare). Those points include thebalance of knowledge, experience, skills, and other capacity and diversity, including gender, internationality,and practical experience in totality of the board.
To ensure a well-balanced and diverse board composition, based on the Corporate Philosophy andManagement Strategy, the Company has identified the expertness and experience required for its Directors(skills requirements): “corporate management,” “research and development/technologies,” “finance andaccounting,” “legal/risk management/internal control,” “personnel affairs/personnel strategies,” and “global
experience.” And the Company makes the board consist of appropriate persons as its Directors, who have met
the above-skills requirements appropriately, and who are healthy, physically and mentally, and trusted andrespected for their excellent characters, a high level of insight, and a sense of ethics.
We will review the above skills requirements as necessary based on the Management Strategy and relevant
policies.

[End of Document]21