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
June 6, 2022
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 152nd ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 152nd Ordinary General Meeting of Shareholders of Nissan Chemical Corporation(the “Company”). The meeting will be held as described below.
Instead of attending 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., Monday, June 27, 2022 (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., Monday, June 27, 2022 (Japan Time).
1. Date and Time:

Tuesday, June 28, 2022 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 152nd
fiscal year (from April 1, 2021 to March 31, 2022) 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 152nd fiscal year (from April
1, 2021 to March 31, 2022)
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Partial Amendments to the Articles of Incorporation
Proposal No. 3: Election of Ten (10) Directors
Proposal No. 4: Election of Two (2) Audit & Supervisory Board Members

1*For those attending the meeting, please present the enclosed Voting Rights Exercise Form at the reception
desk on arrival.
* 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.
* Institutional investors may use the Electronic Voting Rights Exercise Platform operated by ICJ, Inc.
The Company’s website (https://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 152nd 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 ¥72 per common share of the Company.
Under this proposal, the total amount of dividends paid is ¥10,208,188,008.
As the Company paid an interim dividend of ¥50, the annual dividend for the 152nd fiscal year is ¥122 pershare.
(3) Effective date of the distribution of surplus
June 29, 2022

3

Proposal No. 2: Partial Amendments to the Articles of Incorporation
The Company proposes to make partial amendments to the current Articles of Incorporation as described
below.
1. Reasons for the proposal
Since the revised provisions provided for in the 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,
the Company proposes to make the following changes to its Articles of Incorporation for the introduction of
the system for providing informational materials for the general meeting of shareholders in electronic format.
(1) The Company is obligated to stipulate in its Articles of Incorporation that it will take measures forproviding information that constitutes the content of reference documents, etc. for the general meeting ofshareholders in electronic format, so it shall establish Article 19 (Measures, etc. for Providing
Information in Electronic Format) paragraph 1 in the “Proposed Amendments” below.
(2) Among items for providing information that constitutes the content of reference documents, etc. for thegeneral meeting of shareholders in electronic format, to limit the scope of said items to be stated in thepaper-based documents to be delivered to shareholders who have requested the delivery of paper-based
documents pursuant to Ordinance of the Ministry of Justice, Article 19 (Measures, etc. for Providing
Information in Electronic Format) paragraph 2 shall be established in the “Proposed Amendments”
below.
(3) Since the introduction of the system for providing informational materials for the general meeting ofshareholders in electronic format will mean that the provisions contained in Article 19 (Disclosure via
Internet and Deemed Delivery of Reference Documents, etc. for Shareholders Meeting) in the current
Articles of Incorporation will no longer be required, they shall be deleted.
(4) Supplementary provisions regarding the efficacy of the aforementioned establishment and deletion ofprovisions shall be established in the “Proposed Amendments” below. These supplementary provisions
shall be deleted after a certain date has elapsed.
2. Details of the amendments
Details of the amendments are as follows.
(Underlined portions indicate the proposed amendments.)
Current Articles of Incorporation

Proposed Amendments

CHAPTER 3. GENERAL MEETING OF
SHAREHOLDERS

CHAPTER 3. GENERAL MEETING OF
SHAREHOLDERS(Disclosure via Internet and Deemed Delivery of Reference
Documents, etc. for Shareholders Meeting)(Deleted)

Article 19
Upon convening shareholders meetings, the Company
may deem that the information required to be described orindicated in reference documents for shareholders
meeting, business reports, non-consolidated financial
statements and consolidated financial statements has been
provided to the shareholders by disclosing suchinformation through a method that uses the Internet
pursuant to Ordinance of the Ministry of Justice.
(Newly established)(Measures, etc. for Providing Information in Electronic
Format)Article 194

Current Articles of Incorporation

Proposed Amendments
When the Company convenes a shareholders meeting, it
shall take measures for providing information that
constitutes the content of reference documents, etc. for thegeneral meeting of shareholders in electronic 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 have requested the delivery of paperbased documents by the record date of voting rights.

(Newly established)(Supplementary Provisions)
The deletion of Article 19 (Disclosure via Internet andDeemed Delivery of Reference Documents, etc. for
Shareholders Meeting) in the current Articles ofIncorporation and the establishment of the new Article 19(Measures, etc. for Providing Information in Electronic
Format) in the proposed amendments shall be effectivefrom September 1, 2022.
2 Notwithstanding the provision of the preceding paragraph,
Article 19 (Disclosure via Internet and Deemed Deliveryof Reference Documents, etc. for Shareholders Meeting)of the current Articles of Incorporation shall remain
effective regarding any shareholders meeting held on adate within six months from September 1, 2022.
3 These Supplementary Provisions shall be deleted on thedate when six months have elapsed from September 1,
2022 or three months have elapsed from the date of theshareholders meetings in the preceding paragraph,
whichever is later.

5

Proposal No. 3: 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

1

KINOSHITA Kojiro

2

YAGI Shinsuke

3

HONDA Takashi

4

ISHIKAWA Motoaki

5

MATSUOKA Takeshi

6

DAIMON Hideki

7

OHE Tadashi

8

OBAYASHI Hidehito

Position/responsibilities in the Company

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

6

Attribute

Reelection

Reelection

Reelection

New
Candidate

New
Candidate

New
CandidateReelection

OutsideDirector

Independent
Officer

Reelection

OutsideDirector

Independent
OfficerCandidate
No.

Name

9

KATAOKA Kazunori

10

NAKAGAWA Miyuki

Position/responsibilities in the Company

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

7

Attribute
Reelection

OutsideDirector

Independent
Officer

Reelection

OutsideDirector

Independent
OfficerNo.

Name(Date of birth)

Career summary
Apr. 1977
Jun. 2002

KINOSHITA
Kojiro(April 19, 1948)
1

Reelection

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

97,400Attendance atmeetings of theBoard of Directors
11/12

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.

8

No.

Name
(Date of birth)

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

Reelection

Attendance atmeetings of theBoard of Directors
12/12

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 (to thepresent)(Position and responsibilities in the Company)
Representative Director, President & COO
Production Technology
Nomination and Remuneration Advisory Committee member

10,100Reason for the nomination of the candidate for Director
Mr. YAGI Shinsuke has been engaged in production technology for many years, and served as the Deputy
Plant Manager of the Onoda Plant and the Plant Manager of the Sodegaura Plant. 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, 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. YAGI remains 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.

9

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
Jun. 2017 Director, Managing Executive Officer, Head ofAgricultural Chemicals Division of the Company
6,800
Apr. 2021 Director, Senior Managing Executive Officer, Head of
HONDA Takashi
Agricultural Chemicals Division of the Company(March 8, 1959)
Apr. 2022 Director, Senior Executive Vice President of theCompany (to the present)
Reelection(Position and responsibilities in the Company)
Attendance at
Director, Senior Executive Vice President
meetings of theLife Science Business
Board of Directors
Research & Development of Life Science Field
Intellectual Property Department and Purchasing Department
12/12(Significant position concurrently held)
President of NC Agro Hakodate Corporation
Representative Director of Nissan Chemical Europe S.A.S.
Representative Director of Nissan Chemical Agro Korea Ltd.
Chairman of Nissan Agro Tech India Private Limited
Chairman of Nissan Bharat Rasayan Private Limited
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 of the
Planning & Development Department and as a Division Head, and since April 2022, he has not only beenleading the agricultural chemicals business but also managing all of the Company’s life science businessand research. Considering his wide-ranging experience, achievements, and insights, the Company judgesthat Mr. HONDA remains 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.

10

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
Apr. 2020 Managing Executive Officer, Head of Performance
6,500
Materials Division of the Company
Apr. 2022 Senior Managing Executive Officer, Head of
ISHIKAWA
Performance Materials Division of the Company (to theMotoakipresent)(January 23, 1964)(Position and responsibilities in the Company)
Senior Managing Executive Officer
New Candidate
Head of Performance Materials Division
Research & Development of Performance Materials Field(Significant position concurrently held)
Chairman of Nissan Chemical America Corporation
Representative Director of NCK Co., Ltd.
Representative Director of Nissan Chemical Taiwan Co., Ltd.
Representative Director of Nissan Chemical Materials Research(Suzhou) 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 has served as General Manager of the Business Strategy Department, aDivision Head, and as head of the Company’s overseas business locations, and since April 2022 he has been
managing all of the Company’s performance materials business and research, which is a driver of theCompany Group’s growth. 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, andnominated him as a candidate for Director.

11

No.

Name
(Date of birth)

Career summary
May 1996
Apr. 2017

MATSUOKA
Takeshi(March 13, 1965)
5
New Candidate

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 (to the present)(Position and responsibilities in the Company)
Managing Executive Officer, CRO
Head of Corporate Planning Department
Internal Audit Department, Chemicals Division, and Personnel
Department

Number of theCompany’s
shares held

2,400

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. He has been involved in formulating major strategies not only in the Chemicals
Division, but also in operational divisions including the Corporate Planning Department, CSR & Public
Relations Office, and Internal Audit Department. Since April 2022, he has been focusing on assessing thestatus of operations across the entire Company and achieving Group-wide targets as Head of the Corporate
Planning Department. 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, andnominated him as a candidate for Director.

12

No.

Name
(Date of birth)

Career summary
Apr. 1988

6

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
600
Department of the Company
DAIMON
Apr. 2022 Managing Executive Officer, Head of Sustainability
Hideki
Promotion & IR Department of the Company (to the(February 22,
present)
1964)(Position and responsibilities in the Company)
Managing Executive Officer, CFO
New Candidate
Head of Sustainability Promotion & IR Department
Finance & Accounting Department, Digital Transformation
Department, and Environment, Safety & Quality Assurance
Department
Reason for the nomination of the candidate for Director
Mr. DAIMON Hideki has leveraged his abundant experience and wide-ranging insight cultivated atfinancial institutions in Japan and overseas to formulate financial strategy and actively lead IR activities
since joining the Company as the Head of the Finance & Accounting Department in April 2020. Since April
2022, he has continued to make a significant contribution to enhancing the Company’s corporate value as
the Head of the Sustainability Promotion & IR Department. The Company judges that Mr. DAIMON is
qualified to be a Director that performs decision-making on business operations and oversees the executionof duties by Directors, and nominated him as a candidate for Director.

13

No.

Name
(Date of birth)

Career summary
Apr. 1969
Apr. 1989

OHE Tadashi(May 20, 1944)
Reelection
Outside Director
Independent Officer

7

Qualified for attorney-at-law
Instructor for the Legal Training and Research Instituteof Japan (court representation in civil proceedings)
Mar. 1994 Outside Corporate Auditor of Canon Inc.
Jun. 2004 Outside Corporate Auditor of Marui Group Co., Ltd.
Jun. 2006 Outside Corporate Auditor of Kao Corporation
Jun. 2011 Outside Director of JECO Co., Ltd.
Jun. 2015 Outside Director of the Company (to the present)(Position and responsibilities in the Company)
Outside Director
Nomination and Remuneration Advisory Committee member(Significant position concurrently held)
Attorney-at-law at Ohe, Tanaka & Oya Law Office

Number of theCompany’s
shares held

3,000

Attendance atmeetings of theBoard of Directors
12/12

Reason for the nomination of the candidate for Outside Director and expected role
Mr. OHE Tadashi has been involved in corporate legal affairs and a large number of cases of corporate
litigation over many years as an attorney-at-law and boasts an outstanding track record in the legal
community. He has been nominated again as a candidate for Outside Director of the Company so that his
legal expertise, abundant experience, and wide-ranging insight will continue to be reflected in the
management of the Company from an outside perspective and from an objective and neutral standpoint.
Though Mr. OHE does not have a past experience being involved in corporate management other thanbecoming an Outside Officer, for the above-mentioned reasons, the Company judges that Mr. OHE willappropriately 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 thedetermination of director compensation, etc., from an independent standpoint as a member of theNomination and Remuneration Advisory Committee.

14

No.

Name
(Date of birth)

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

Apr. 2007
OBAYASHI
Hidehito(April 22, 1944)

8

Reelection
Outside Director
Independent Officer

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
Chairman of the Board of Hitachi High-Technologies
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)
Attendance at
Outside Director
meetings of theNomination and Remuneration Advisory Committee member
Board of Directors(Significant positions concurrently held)
12/12
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 Chairman of the Board of Hitachi High-Tech Corporation and afterthat he has been serving as Chairman Emeritus of the company. Accordingly, he has abundant experienceand 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 and neutral 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 the selection ofcandidates for the Company’s directors and the determination of director compensation, etc., from an
independent standpoint as a member of the Nomination and Remuneration Advisory Committee.

15

No.

Name
(Date of birth)

Career summary
Apr. 1979

9

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
Promotion (to the present)
Project Professor at The University of Tokyo
Apr.
2016
KATAOKA
Kazunori
Jun. 2016 Professor Emeritus at The University of Tokyo (to the0(November 27,
present)
1950)
Jul. 2016 Deputy Chairman of Kawasaki Institute of Industrial
Promotion (to the present)
Reelection
Jun. 2020 Outside Director of the Company (to the present)
Outside Director
Jun. 2020 Outside Director of NanoCarrier Co., Ltd. (to the
Independent Officer
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 NanoCarrier 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 the
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 and neutral standpoint. Though Mr.
KATAOKA does not have a past experience being involved in corporate management other than becoming
an Outside Officer, for the above-mentioned reasons, the Company judges that Mr. KATAOKA willappropriately 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 thedetermination of director compensation, etc., from an independent standpoint as a member of theNomination and Remuneration Advisory Committee.

16

No.

Name
(Date of birth)

Career summary

Number of theCompany’s
shares held

Apr. 1990
Apr. 2008

10

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 and Public Prosecutor,
Chuo Law School
Mar. 2019 Retired as Prosecutor
Apr. 2019 Qualified for attorney-at-law
NAKAGAWA
Apr. 2019 Professor, Chuo Law School (to the present)
Miyuki0Jun. 2019 Outside Director of NITTO KOGYO CORPORATION(November 22,(to the present)
1964)
Jun. 2021 Outside Director of the Company (to the present)
Reelection
Jun. 2021 Outside Audit & Supervisory Board Member of
Outside Director
FANCL CORPORATION (to the present)
Independent Officer(Position and responsibilities in the Company)
Outside Director
Attendance at
Nomination and Remuneration Advisory Committee member
meetings of the(Significant positions concurrently held)
Board of Directors
Attorney-at-law, Kousui Law Office
10/10Professor, Chuo Law School
Outside Director of NITTO KOGYO CORPORATION
Outside Audit & Supervisory Board Member of FANCLCORPORATION
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 and neutral standpoint. Though Ms.
NAKAGAWA does not have a past experience being involved in corporate management other thanbecoming an Outside Officer, for the above-mentioned reasons, the Company judges that Ms.
NAKAGAWA 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 the Nomination and Remuneration Advisory Committee.

Notes: 1. Mr. ISHIKAWA Motoaki 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. OHE Tadashi, OBAYASHI Hidehito and KATAOKA Kazunori and Ms. NAKAGAWA
Miyuki are candidates for Outside Director.
3. Mr. OHE Tadashi’s term of office as Outside Director of the Company will aggregate to 7 years as of
the conclusion of this Ordinary General Meeting of Shareholders. Mr. OBAYASHI Hidehito’s term ofoffice as Outside Director of the Company will aggregate to 3 years as of the conclusion of thisOrdinary General Meeting of Shareholders. Mr. KATAOKA Kazunori’s term of office as Outside
Director of the Company will aggregate to 2 years as of the conclusion of this Ordinary General
17

Meeting of Shareholders. Ms. NAKAGAWA Miyuki’s term of office as Outside Director of theCompany will aggregate to 1 year as of the conclusion of this Ordinary General Meeting of
Shareholders.
4. The Company entered into agreements with Messrs. OHE Tadashi, OBAYASHI Hidehito and
KATAOKA Kazunori and Ms. NAKAGAWA Miyuki respectively that limit their liability when they
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 renew the same 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 contract is designed tocover 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 a Director, such Directors will be included in the insureds of thesaid insurance 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 Directors.
6. Mr. OBAYASHI Hidehito serves as the Chairman Emeritus of Hitachi High-Tech Corporation. The
Company has transactions with Hitachi High-Tech Corporation that includes purchase of analytical
instruments. 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 the Professor Emeritus at The University of Tokyo. The Company
has transactions with The University of Tokyo, such as contracted testing. However, the amount paidby 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. OHE Tadashi, OBAYASHI
Hidehito and KATAOKA Kazunori and Ms. NAKAGAWA Miyuki as independent officers. If theirreelection is approved, the Company plans to notify the stock exchange of status of Messrs. OHE,OBAYASHI and KATAOKA and Ms. NAKAGAWA as independent officers again.

18

Proposal No. 4: Election of Two (2) Audit & Supervisory Board Members
Audit & Supervisory Board Member, Mr. ONITSUKA Hiroshi will resign and the term of office of Audit &Supervisory Board Member, Mr. KATAYAMA Noriyuki will expire at the conclusion of this Ordinary General
Meeting of Shareholders. Accordingly, election of two (2) Audit & Supervisory Board Members is proposed.
The selection of 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 candidates for Audit & Supervisory Board Members are as follows:
No.

Name
(Date of birth)

Career summary
Apr. 1987
Jun. 2007

1

OHRAI Kazuhiko(April 17, 1962)

Joined the Company
General Manager of Pharmaceutical Research
Department, Chemical Research Laboratories of theCompany
Apr. 2016 Executive Officer, Head of Pharmaceuticals Division of
the Company
Apr. 2021 Executive Officer, Head of Internal Audit Department(to the present)(Position and responsibilities in the Company)
Executive Officer
Head of Internal Audit Department

Number of theCompany’s
shares held

12,000New Candidate

Reason for the nomination of the candidate for Audit & Supervisory Board Member
Mr. OHRAI Kazuhiko has extensive expertise in the Company Group’s business based on many years of
involvement in research and development, particularly of pharmaceuticals, and experience serving as theGeneral Manager of the Pharmaceutical Research Department, Head of the Pharmaceuticals Division, andHead of the Internal Audit Department. Considering his abundant work experience and specialized
knowledge, the Company judges that he is qualified to be an Audit & Supervisory Board Member withresponsibility for ensuring the appropriateness of Directors’ execution of duties, and nominated him as a
candidate for Audit & Supervisory Board Member.

19

No.

Name
(Date of birth)

Career summary

Number of theCompany’s
shares held

Apr. 1990

2

Qualified for attorney-at-law
Joined Nagashima & Ohno (currently Nagashima Ohno
& Tsunematsu)
Aug. 1996 Qualified for attorney-at-law in New York State, USA
Oct. 1996 Joined Tokyo City Law & Tax Partners
Feb. 2003 Joined City-Yuwa Partners (to the present)
Oct. 2004 Statutory Auditor of Deutsche Asset Management(Japan) Limited (to the present)
Jun. 2014 Outside Audit & Supervisory Board Member of the
KATAYAMA
Company (to the present)
NoriyukiAug. 2017 Supervisory Director of HEIWA REAL ESTATE(October 28, 1964)
REIT, Inc. (to the present)
Apr. 2018 Outside Director of Nippon Denkai, Ltd. (to theReelection
800
present)
Outside Audit &Mar. 2019 Outside Statutory Auditor of Livesense Inc. (to theSupervisory Board
present)
MemberJun. 2021 External Statutory Auditor of AIDA ENGINEERING,
Independent Officer
LTD. (to the present)
Attendance at meetings (Position and responsibilities in the Company)of the Board of
Outside Audit & Supervisory Board Member
Directors(Significant positions concurrently held)
12/12
Attorney-at-Law (Partner) at City-Yuwa Partners
Statutory Auditor of Deutsche Asset Management (Japan) Limited
Attendance at meetings
Supervisory Director of HEIWA REAL ESTATE REIT, Inc.
of the Audit &Outside Director of Nippon Denkai, Ltd.
Supervisory Board
Outside Statutory Auditor of Livesense Inc.
12/12
External Statutory Auditor of AIDA ENGINEERING, LTD.
Reason for the nomination of the candidate for Outside Audit & Supervisory Board Member
Mr. KATAYAMA Noriyuki has an abundant track record and wide-ranging expertise as an attorney-at-law
who has handled every aspect of corporate legal affairs both in Japan and overseas. The Company judgesthat he will reflect this in the management of the Company from an outside perspective and from an
objective and neutral standpoint, and again nominated him as a candidate for Outside Audit & Supervisory
Board Member. Though Mr. KATAYAMA does not have a past experience being involved in corporate
management other than becoming an Outside Officer, for the above-mentioned reasons, the Company
judges that Mr. KATAYAMA will appropriately perform his duties as Outside Audit & Supervisory Board
Member.

Notes: 1. No conflicts of interest exist between any of the candidates and the Company.
2. Mr. KATAYAMA Noriyuki is a candidate for Outside Audit & Supervisory Board Member.
3. Mr. KATAYAMA Noriyuki’s term of office as Audit & Supervisory Board Member of the Company
will aggregate to 8 years as of the conclusion of this Ordinary General Meeting of Shareholders.
4. The Company entered into an agreement with Mr. KATAYAMA Noriyuki that limits his liability when
he performs his duties concerning the responsibilities under Paragraph 1, Article 423 of theCompanies Act in good faith with no serious negligence to the minimum liability provided for by therelevant laws and regulations. If his reelection is approved, the Company plans to renew the same
limited liability agreement with him.
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 contract is designed tocover 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 to20

the pursuit of such liabilities. If each candidate is elected as the Audit & Supervisory Board Members,
each of them will be included in the insureds of the said insurance agreement. The Company plans torenew 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.
6. The Company has notified the Tokyo Stock Exchange of status of Mr. KATAYAMA Noriyuki as anindependent officer. If his reelection is approved, the Company plans to notify the stock exchange ofstatus of Mr. KATAYAMA as an independent officer again.

21

(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 is unquestionable and for whom there is norationally determined risk of a conflict of interest with the general shareholders of the Company.

22

(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 3 “Election of Ten (10) Directors” is approved withoutchange.
Committee chair: KINOSHITA Kojiro (Chairman & CEO)
Committee member: OHE Tadashi (independent Outside Director)
Committee member: OBAYASHI Hidehito (independent Outside Director)
Committee member: KATAOKA Kazunori (independent Outside Director)
Committee member: NAKAGAWA Miyuki (independent Outside Director)
Committee member: YAGI Shinsuke (President & COO)

23

(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,
MATSUOKAManaging
TakeshiExecutive Officer
Director,
Managing
DAIMON Hideki
Executive Officer
Outside Director

OHE Tadashi

Outside Director

OBAYASHI
Hidehito

Outside Director
Outside Director

KATAOKA
Kazunori
NAKAGAWA
Miyuki

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 pharmaceuticals). Those points include
the balance 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]24