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
May 31, 2017
To Those Shareholders with Voting Rights
Kojiro Kinoshita
Representative Director,
President & CEO
Nissan Chemical Industries, Ltd.
7-1, Kanda Nishiki-cho 3-chome,
Chiyoda-ku, Tokyo, JAPANNOTICE OF THE CONVOCATION OF
THE 147 ORDINARY GENERAL MEETING OF SHAREHOLDERSth

You are cordially invited to attend the 147th Ordinary General Meeting of Shareholders of Nissan Chemical
Industries, Ltd. (the “Company”). The meeting will be held as described below.
If you are unable to attend the meeting, 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
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 27, 2017.
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 27, 2017 (please refer to page 2 hereof).
1. Date and Time:

Wednesday, June 28, 2017 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 147th
fiscal year (from April 1, 2016 to March 31, 2017) and results of audits by the
Accounting Auditors and the Audit & Supervisory Board of the Consolidated
Financial Statements
2. The Non-Consolidated Financial Statements for the 147th fiscal year (from April
1, 2016 to March 31, 2017)
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Nine (9) Directors
Proposal No. 3: Election of One (1) Corporate Auditor1*For those attending the meeting, please present the enclosed Voting Rights Exercise Form at the reception
desk on arrival.
* Included in the documents that should be provided by the Company when providing the notice ofconvocation for this Ordinary General Meeting of Shareholders are the notes to consolidated financial
statements and the notes to non-consolidated financial statements. As provided for by the relevant laws andregulations and Article 19 of the Company’s Articles of Incorporation, these documents are posted on the
Company’s website (http://www.nissanchem.co.jp/) and are not included in the accompanying material to thisdocument. In addition to the accompanying material to the notice of convocation for this Ordinary General
Meeting of Shareholders, the materials audited by the Audit & Supervisory Board and the Accounting
Auditors include the notes to consolidated financial statements and the notes to non-consolidated financial
statements will be posted on the Company’s website indicated above.
* When it is necessary to modify the matters stated in the Reference Documents for the General Meeting of
Shareholders, the Business Report, the Non-Consolidated Financial Statements and the Consolidated
Financial Statements, please understand that any matters if modified will be shown on the Company’s website(http://www.nissanchem.co.jp/).
* The Company participates in the Electronic Voting Rights Exercise Platform for “institutional investors”
operated by ICJ Inc.
The Company’s website (http://www.nissanchem.co.jp/)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 current 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 ¥28 per common share of the Company
Under this proposal, the total amount of dividends paid is ¥4,249,223,524.
As the Company paid an interim dividend of ¥24, the annual dividend for the current fiscal year is ¥52 pershare.
(3) Effective date of the distribution of surplus
June 29, 20173

Proposal No. 2: Election of Nine (9) Directors
The terms of office of all nine (9) Directors will expire at the conclusion of this Ordinary General Meeting of
Shareholders.
Accordingly, the election of nine (9) Directors, including two (2) Outside Directors, is proposed.
The candidates for Directors are as follows:
No.

Name
(Date of birth)
Kojiro Kinoshita(April 19, 1948)

1

Attendance atmeetings of theBoard of Directors
12/12

Career summary, position/responsibilities in the Company andsignificant positions concurrently held outside the Company
Apr. 1977
Jun. 2002
Jun. 2006
Jun. 2008

Joined the Company
Director, Head of Corporate Planning Department
Managing Director
Representative Director, President & CEO (to thepresent)

Number of theCompany’s
shares held

91,300Reason for the nomination of the candidate for Director
Mr. Kojiro Kinoshita served as General Manager of the Business Strategy Department, Chemicals General
Headquarters and also as Head of the Corporate Planning Department. In addition, as Representative
Director and President & CEO of the Company since June 2008, he has been promoting strategies toenhance 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 execution of duties by Directors, andnominated him as a candidate for Director.

4

No.

Name
(Date of birth)

Career summary, position/responsibilities in the Company andsignificant positions concurrently held outside the Company
Apr. 1974

2

Number of theCompany’s
shares held

Joined The Industrial Bank of Japan, Limited (currently
Mizuho Bank, Ltd.)
Jun. 2000 General Manager, International Department of The
Industrial Bank of Japan, Limited (currently Mizuho
Bank, Ltd.)
Jun. 2003 Corporate Auditor of Mizuho Corporate Bank, Ltd.
(currently Mizuho Bank, Ltd.)
Apr. 2005 Managing Executive Officer of Kowa Real Estate Co.,Ltd.
Junichi Miyazaki
Jul. 2005 Managing Director of Kowa Real Estate Co., Ltd.
(October 9, 1951)
Apr. 2006 Joined the Company, Advisor
Jun. 2006 Director
29,900Attendance at
Apr. 2007 Director, Head of Corporate Administration
meetings of the
Department
Board of Directors
Jun. 2008 Managing Director
12/12
Jun. 2011 Senior Managing Director
Apr. 2013 Director, Senior Executive Vice President (to thepresent)(Current positions in charge)
Corporate Strategy & Coordination,
Internal Audit Department,
Finance & Accounting Department,
Environment, Safety & Quality Assurance Department, andCRO
Reason for the nomination of the candidate for Director
Mr. Junichi Miyazaki has strived to improve the financial structure of the Company and contributed to theCompany Group’s growth from a variety of perspectives as head of the corporate administration section of
the Company since his assumption of office as Director in June 2006, utilizing his wide-ranging knowledge
cultivated through his experience in a financial institution. Considering his wide-ranging experience,achievements, and insights, the Company judges that Mr. Miyazaki remains qualified to be a Director that
performs decision-making on business operations and oversees the execution of duties by Directors, andnominated him as a candidate for Director.

5

No.

Name
(Date of birth)

Career summary, position/responsibilities in the Company andsignificant positions concurrently held outside the Company
Apr. 1979
Jun. 2004

3

4

Number of theCompany’s
shares held

Joined the Company
Director, Head of Electronic Materials ResearchLaboratories
Jun. 2011 Managing Director
Hiroyoshi Fukuro
Apr. 2013 Senior Managing Director(April 18, 1952)
Apr. 2014 Director, Senior Managing Executive Officer (to thepresent)
23,800Attendance at(Current positions in charge)
meetings of the
R&D,
Board of Directors Pharmaceuticals Division,
12/12Intellectual Property Department,
Advanced Materials & Planning Department, andHead of Performance Materials Division(Significant position concurrently held)
Representative Director of NCK Co., Ltd.
Reason for the nomination of the candidate for Director
Mr. Hiroyoshi Fukuro has been engaged in research of electronic materials for many years, and contributed
to business expansion in the performance materials field, as Head of Performance Materials Division and as
the person in charge of R&D of material science since his assumption of office as Director in June 2004.
Considering his wealth of experience, achievements, and knowledge, the Company judges that Mr. Fukuro
remains qualified to be a Director that performs decision-making on business operations and oversees theexecution of duties by Directors, and nominated him as a candidate for Director.
Apr. 1978 Joined the Company
Jun. 2000 General Manager of Agrichemicals Research Division,
Central Laboratories
Jun. 2009 Plant Manager of Saitama Plant
Jun. 2010 Associate Executive Officer, Plant Manager of Saitama
Masataka Hatanaka
Plant(February 27, 1954)
Jun. 2012 Associate Executive Officer, Plant Manager of Onoda
Plant
16,200Attendance at
Apr. 2014 Executive Officer, Plant Manager of Onoda Plant
meetings of theBoard of Directors Apr. 2016 Managing Executive Officer, Head of Production
Technology Department
10/10
Jun. 2016 Director, Managing Executive Officer (to the present)(Current positions in charge)
Head of Production Technology Department(Significant position concurrently held)
President of Nissan Engineering, Ltd.
Reason for the nomination of the candidate for Director
Mr. Masataka Hatanaka has been engaged in R&D in the life science field and in the production technology
field for many years, and has undertaken tasks related to safe and reliable operations as Plant Manager of
the Saitama and Onoda Plants. Since April 2016, he has been controlling production technology in general
as Head of Production Technology Department. The Company judges that Mr. Hatanaka possesses
sufficient knowledge to be a Director that performs decision-making on business operations and oversees
the execution of duties by Directors, and nominated him as a candidate for Director.

6

No.

Name
(Date of birth)

Career summary, position/responsibilities in the Company andsignificant positions concurrently held outside the Company

Number of theCompany’s
shares held

Apr. 1985
Jun. 2010
Jun. 2011

5

6

Joined the Company
Director, Head of Chemical Research Laboratories
Director, Head of Advanced Materials & Planning
Department
Apr. 2014 Director, Executive Officer, Head of Electronic
Materials Research Laboratories
Katsuaki MiyajiJun. 2014 Executive Officer, Head of Electronic Materials(January 27, 1961)
Research Laboratories
Oct. 2014 Executive Officer, Head of Materials Research
10,200Attendance atLaboratories
meetings of theBoard of Directors Apr. 2016 Managing Executive Officer, Head of Corporate
Planning Department
10/10
Jun. 2016 Director, Managing Executive Officer (to the present)(Current positions in charge)
Research Planning Department, andHead of Corporate Planning Department(Significant position concurrently held)
President of Nissan Chemical America Corporation
Reason for the nomination of the candidate for Director
Mr. Katsuaki Miyaji has been engaged in research for many years, and has undertaken tasks related tomaterials research as well as the creation of new products, which is the driving force for the Company
Group’s growth. Since April 2016, he has been focusing on understanding the status of business operations
in each division and achieving goals across the entire Company Group as Head of Corporate Planning
Department. The Company judges that Mr. Miyaji possesses sufficient knowledge to be a Director that
performs decision-making on business operations and oversees the execution of duties by Directors, andnominated him as a candidate for Director.
Apr. 1980 Joined the Company
Apr. 2007 General Manager of General Affairs Department,
Toyama Plant
Jun. 2011 Associate Executive Officer, Head of Internal Audit
Department
Jun. 2012 Associate Executive Officer, Head of Personnel
Hidenori Takishita
Department(June 10, 1956)
Jun. 2013 Director, Head of Personnel Department
14,700
Apr. 2014 Director, Executive Officer, Head of Personnel
New Candidate
Department
Jun. 2014 Executive Officer, Head of Personnel Department
Apr. 2017Managing Executive Officer, Head of Personnel
Department (to the present)(Current position in charge)
Chemicals Division and Purchasing Department
Reason for the nomination of the candidate for Director
Mr. Hidenori Takishita has been engaged in labor management and in factory management at the Toyama
Plant, the primary driver of chemicals, for many years and, as Head of the Personnel Department since June
2012, has directed overall personnel management and contributed to the entire Company Group’s personnel
development and promotion of work-life balance. The Company judges that Mr. Takishita possesses
sufficient knowledge to be a Director that performs decision-making on business operations and oversees
the execution of duties by Directors, and nominated him as a candidate for Director.
7

No.

Name
(Date of birth)

Career summary, position/responsibilities in the Company andsignificant positions concurrently held outside the Company
Apr. 1981
Feb. 1997
Jun. 20127

8

Number of theCompany’s
shares held

Joined the Company
Vice President of Nissan Chemical Europe GmbH
General Manager of Planning & Development
Department, Agricultural Chemicals Division
Apr. 2014 Executive Officer, Deputy Head of Agricultural
Takashi Honda
Chemicals Division, General Manager of Planning &(March 8, 1959)
3,900
Development Department, Agricultural Chemicals
Division
New Candidate
Apr. 2017 Managing Executive Officer, Head of Agricultural
Division (to the present)(Significant position concurrently held)
President of Nissan Chemical Europe S.A.R.L., andRepresentative Director of Nissan Chemical Agro Korea Ltd.
Reason for the nomination of the candidate for Director
Mr. Takashi Honda has been engaged in the agricultural chemicals business focused on development ofagricultural chemicals and licensing for many years. As the General Manager of the Planning &Development Department since June 2012, and as Head of the Agricultural Chemicals Division since April
2017, he has been managing the agricultural chemicals business. The Company judges that Mr. Honda
possesses sufficient knowledge to be a Director that performs decision-making on business operations andoversees the execution of duties by Directors, and nominated him as a candidate for Director.
Jun. 1969 Post Doctor Course, The University of Massachusetts
Amherst, USA
Nov. 1984 Professor of Faculty of Engineering at Kyushu
Tisato Kajiyama
University (currently National University Corporation(May 13, 1940)
Kyushu University)
Nov. 2001 President of Kyushu University
Outside Director
Nov. 2008 President of Independent Administrative Institution
Japan Student Services Organization
Independent Officer
12,600Jun. 2010 Outside Corporate Auditor, the Company
Apr. 2011 Chairman, Board of Trustees and President of PublicAttendance atUniversity Corporation Fukuoka Women’s University
meetings of the(to the present)
Board of Directors
Jun.
2014
OutsideDirector, the Company (to the present)
12/12(Significant position concurrently held)
Chairman, Board of Trustees and President of Public University
Corporation Fukuoka Women’s University
Reason for the nomination of the candidate for Outside Director
Mr. Tisato Kajiyama currently serves as Outside Director of the Company, and the Company proposes his
reelection so that his expertise as a Doctor of Engineering and his wide-ranging knowledge and experience
gained as the President of Kyushu University, President of Japan Student Services Organization, andPresident of Fukuoka Women’s University will continue to be reflected in the management of the Company
from an outside perspective and from an objective and neutral position. Although Mr. Kajiyama has noexperience of involvement in corporate management other than having served in the past as Outside Officer,
the Company judges that Mr. Kajiyama will continue to appropriately perform his duties as Outside
Director.

8

No.

Name
(Date of birth)

Career summary, position/responsibilities in the Company andsignificant positions concurrently held outside the Company

Number of theCompany’s
shares held

Apr. 1969
Apr. 1989

9

Qualified for attorney-at-law (to the present)
Instructor for the Legal Training and Research Instituteof Japan (court representation in civil proceedings)
Tadashi Ohe
Mar. 1994 Outside Corporate Auditor of Canon Inc. (to the(May 20, 1944)
present)
Jun. 2004 Outside Corporate Auditor of Marui Group Co., Ltd.
Outside Director(to the present)
Independent Officer
3,000
Jun. 2006 Outside Corporate Auditor of Kao Corporation
Jun. 2011 Outside Director, JECO Co., Ltd. (to the present)
Attendance atJun. 2015 Outside Director, the Company (to the present)
meetings of the(Significant positions concurrently held)
Board of Directors
Attorney-at-law,
12/12
Outside Corporate Auditor of Canon Inc.,
Outside Corporate Auditor of Marui Group Co., Ltd., andOutside Director of JECO Co., Ltd.
Reason for the nomination of the candidate for Outside Director
Mr. Tadashi Ohe currently serves as Outside Director of the Company, and the Company proposes his
reelection so that his abundant experience and specialist knowledge as an attorney-at-law will continue to bereflected in the management of the Company from an outside perspective and from an objective and neutral
position. Though Mr. Ohe does not have a past experience being involved in corporate management otherthan becoming an Outside Officer, up until the present, he has experience being involved in the corporate
management of multiple companies as Outside Officer. Therefore, the Company judges that Mr. Ohe willcontinue to appropriately perform his duties as Outside Director.

Notes: 1. Mr. Hiroyoshi Fukuro serves as the 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. Tisato Kajiyama and Tadashi Ohe are candidates for Outside Director.
3. Mr. Tisato Kajiyama’s terms of office as Outside Corporate Auditor of the Company aggregated tofour years and terms of office as Outside Director of the Company will aggregate to three years as of
the conclusion of this Ordinary General Meeting of Shareholders. Mr. Tadashi Ohe’s terms of office as
Outside Director of the Company will aggregate to two years as of the conclusion of this Ordinary
General Meeting of Shareholders.
4. The Company entered into agreements with Messrs. Tisato Kajiyama and Tadashi Ohe respectively
that limits their liability when they perform their duties concerning the responsibilities underParagraph 1, Article 423 of the Companies Act in good faith with no serious negligence to theminimum liability provided for by the relevant laws and regulations. If their reelection is approved,
the Company plans to continue the same limited liability agreement with them.
5. The Company has notified the Tokyo Stock Exchange of status of Messrs. Tisato Kajiyama andTadashi Ohe as independent officers. If their reelection is approved, the Company plans to notify thestock exchange of status of Messrs. Kajiyama and Ohe as independent officers again.

9

Proposal No. 3: Election of One (1) Corporate Auditor
The term of office of Corporate Auditor, Mr. Sumio Kondo will expire at the conclusion of this Ordinary
General Meeting of Shareholders. Accordingly, election of one (1) Corporate Auditor is proposed.
The Audit & Supervisory Board has already given its approval to this proposal.
The candidate for Corporate Auditor is as follows:
Name(Date of birth)

Career summary, position in the Company andsignificant positions concurrently held outside the Company

Number of theCompany’s
shares held

Apr. 1982
Apr. 2002

Joined The Fuji Bank, Limited
Deputy General Manager, IT & Systems
Control Department of Mizuho Bank, Ltd.
Oct. 2004 General Manager, Human Resources Divisionof Mizuho Information & Research Institute,Inc.
Apr. 2008 General Manager, Fukuoka Branch of Mizuho
Bank, Ltd.
General Manager, IT & Systems Planning
Oct.
2009
Shuichi Takemoto
Department of Mizuho Trust & Banking Co.,
(January 5, 1960)
Ltd.
0
Executive Officer, IT & Systems Planning
Apr.
2010
Outside Corporate Auditor
Department of Mizuho Trust & Banking Co.,Ltd.
New Candidate
Apr. 2011 Managing Executive Officer of Mizuho Trust &Banking Co., Ltd.
Apr. 2013 Managing Executive Officer of Mizuho Trust &Banking Co., Ltd., and Managing Executive
Officer of Mizuho Financial Group, Inc.
Apr. 2014 Deputy President of Mizuho Private WealthManagement Co., Ltd.
Apr. 2017 Advisor of Mizuho Trust & Banking Co., Ltd. (tothe present)
Reason for the nomination of the candidate for Outside Corporate Auditor
Mr. Shuichi Takemoto possesses abundant experience and extensive knowledge including expertise infinance obtained through his long-time career in financial institutions. The Company judges that Mr.
Takemoto can appropriately perform his duties as Outside Corporate Auditor by reflecting such experienceand knowledge in the Company’s audits from an outside perspective and from an objective and neutral
position.
Notes: 1. No special conflicts of interest exist between the Corporate Auditor candidate Mr. Shuichi Takemotoand the Company.
2. Mr. Shuichi Takemoto is a new candidate for Outside Corporate Auditor.
3. Mr. Shuichi Takemoto worked for Mizuho Financial Group, a lender of the Company. The averageamount of the Company’s consolidated total borrowings from Mizuho Bank, Ltd. over the past threefiscal years is 2.7% of the Company’s consolidated total assets. Therefore, the bank is deemed as amajor financial institution that is a financial institution from which the average amount of theCompany’s consolidated total borrowings over the past three fiscal years exceeds 2% of theCompany’s consolidated total assets, as provided in the Company’s independence standards for
Outside Officers.

10(Reference) The Company’s stance towards independency for Outside Directors and Outside Corporate
Auditors
The Company’s independence standards for Outside Officers are as follows.
The Company’s Independent Outside Officers (Directors and Corporate Auditors) and Independent Outside
Officer candidates fulfill the Companies Act’s requirements for Outside Officers, as well as 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 (if however,a non-executive director, accounting advisor, or corporate auditor of the Company or its subsidiaries at somepoint 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 three fiscal years exceeds 2% of consolidated net
sales of the Company) 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 three fiscal years
exceeds 2% of consolidated net sales of that party), 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 total borrowings over the past threefiscal years exceeds 2% of the Company’s consolidated total assets) nor having been an executive thereof forthe past three 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 three fiscal years of ¥10 million for individuals or, in the event the party
is affiliated with a corporation or other organization, an amount in excess of 2% of that organization’s total
revenues) other than Director or Corporate Auditor 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, not being a person whose independence as Independent Outside
Officer is in question by the Board of Directors and for whom there is a rationally determined risk of aconflict of interest with the general shareholders.

11