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 3, 2021
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 151st ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 151st 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 (or 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., Thursday, June 24, 2021 (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., Thursday, June 24, 2021 (Japan Time).
1. Date and Time:

Friday, June 25, 2021 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 151st
fiscal year (from April 1, 2020 to March 31, 2021) 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 151st fiscal year (from April
1, 2020 to March 31, 2021)
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
Proposal No. 4: Reestablishment of Maximum Amount of Compensation in the Performance-Linked
Stock Compensation Plan for Directors, etc. due to Companies Act Revisions
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.
* The Company participates in the Electronic Voting Rights Exercise Platform for institutional investors
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 151st 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 ¥58 per common share of the Company.
Under this proposal, the total amount of dividends paid is ¥8,341,206,896.
As the Company paid an interim dividend of ¥46, the annual dividend for the 151st fiscal year is ¥104 pershare.
(3) Effective date of the distribution of surplus
June 28, 2021

3

Proposal No. 2: Election of Ten (10) Directors
The terms of office of all nine (9) Directors will expire at the conclusion of this Ordinary General
Meeting of Shareholders. Accordingly, we would like to increase one (1) Director to further strengthen the
management structure, and 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

MIYAZAKI Junichi

4

HONDA Takashi

5

SUZUKI Hitoshi

6

YOSHIDA Hironori

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
Chemicals Division, Production
Technology Department
Nomination and Remuneration
Advisory Committee member
Director, Senior Executive Vice
President, CFO
Corporate Strategy & Coordination
Internal Audit Department, Finance& Accounting Department, andEnvironment, Safety & Quality
Assurance Department
Director, Senior Managing
Executive Officer
Head of Agricultural Chemicals
Division
Purchasing Department
Director, Managing Executive
Officer
Research & Development
Head of Planning and Development
Division
Pharmaceuticals Division,
Intellectual Property Department
Managing Executive Officer, CRO
Head of Corporate Planning
Department
Personnel Department
Outside Director
Nomination and Remuneration
Advisory Committee member
Outside Director
Nomination and Remuneration
Advisory Committee member
4

Attribute

Reelection

Reelection

Reelection

Reelection

Reelection

New
CandidateReelection

OutsideDirector

Independent
Officer

Reelection

OutsideDirector

Independent
Officer

9

KATAOKA Kazunori

10

NAKAGAWA Miyuki

Outside Director
Nomination and Remuneration
Advisory Committee member

5

Reelection

OutsideDirector

Independent
OfficerNew
CandidateOutsideDirector

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

96,500Attendance atmeetings of theBoard of Directors
9/11

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, and as Chairman & CEO since April 2021, 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 execution of duties by Directors, andagain 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)
2

Reelection

Attendance atmeetings of theBoard of Directors
10/10

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
Chemicals Division, Production Technology Department
Nomination and Remuneration Advisory Committee member

9,200

Reason 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.

7

No.

Name
(Date of birth)

Career summary
Apr. 1974

3

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
Jun. 2003 Corporate Auditor of Mizuho Corporate Bank, Ltd.
(currently Mizuho Bank, Ltd.)
Apr. 2005 Managing Executive Officer of Kowa Real Estate Co.,
Ltd. (currently Nippon Steel Kowa Real Estate Co.,
Ltd.)
Jul. 2005 Managing Director of Kowa Real Estate Co., Ltd.
Apr. 2006 Advisor of the Company
Jun. 2006 Director of the Company
33,500MIYAZAKI
Apr. 2007 Director, Head of Corporate Administration
Junichi
Department of the Company(October 9, 1951) Jun. 2008 Managing Director, Head of Corporate Administration
Department of the Company
Reelection
Jun. 2011 Senior Managing Director, Head of Finance &Accounting Department of the Company
Attendance at
Apr. 2013 Director, Senior Executive Vice President of themeetings of theCompany (to the present)
Board of Directors(Position and responsibilities in the Company)
9/11
Director, Senior Executive Vice President, CFO
Corporate Strategy & Coordination
Internal Audit Department, Finance & Accounting Department, andEnvironment, Safety & Quality Assurance Department
Reason for the nomination of the candidate for Director
Mr. MIYAZAKI Junichi has strived to improve the financial structure of the Company and contributed to
the Company Group’s growth from a variety of perspectives as the person in charge of Corporate Strategy& Coordination since his assumption of office as Director in June 2006, utilizing his wide-ranging
knowledge cultivated through his experience in financial institutions. Considering his wide-ranging
operational experience, overseas experience, achievements, and insights, the Company judges that Mr.
MIYAZAKI remains qualified to be a Director that performs decision-making on business operations andoversees the execution of duties by Directors, and again nominated him as a candidate for Director.

8

No.

Name
(Date of birth)

Career summary
Apr. 1981
Feb. 1997

4

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 of
6,300
Agricultural Chemicals Division of the Company
HONDA Takashi
Apr. 2021 Director, Senior Managing Executive Officer, Head of(March 8, 1959)
Agricultural Chemicals Division of the Company (tothe present)
Reelection(Position and responsibilities in the Company)
Director, Senior Managing Executive Officer
Attendance at
Head of Agricultural Chemicals Division
meetings of thePurchasing Department
Board of Directors(Significant position concurrently held)
11/11
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 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
remains qualified to be a Director that performs decision-making on business operations and oversees theexecution of duties by Directors, and again nominated him as a candidate for Director.

9

No.

Name
(Date of birth)

Career summary
Apr. 1985
Apr. 2007

5

Number of theCompany’s
shares held

Joined the Company
General Manager of Semiconductor Materials
Department, Electronic Materials Division of theCompany
Jun. 2010 General Manager of Semiconductor Materials Research
Department, Electronic Materials ResearchLaboratories of the Company
Jun. 2012 General Manager of Semiconductor Materials
Department, Performance Materials Division of theCompany
Apr. 2013 Deputy Head of Performance Materials Division of theCompany
Jun. 2013 Director, Deputy Head of Performance Materials
Division of the Company
Apr. 2014 Director, Executive Officer, Deputy Head of
Performance Materials Division of the Company
SUZUKI Hitoshi
9,000
Jun. 2014 Executive Officer, Deputy Head of Performance(December 11,
Materials Division of the Company
1961)
Apr. 2016 Executive Officer, Head of Materials ResearchLaboratories of the Company
Reelection
Apr. 2018 Managing Executive Officer, Head of Performance
Materials Division of the Company
Attendance atmeetings of theJun. 2018 Director, Managing Executive Officer, Head ofBoard of Directors
Performance Materials Division of the Company
11/11
Apr. 2020 Director, Managing Executive Officer, Head ofPlanning and Development Division of the Company(to the present)(Position and responsibilities in the Company)
Director, Managing Executive Officer
Research & Development
Head of Planning and Development Division
Pharmaceuticals Division, Intellectual Property Department
Reason for the nomination of the candidate for Director
Mr. SUZUKI Hitoshi has been engaged in research of electronic materials centering on semiconductormaterials for many years. He served as the Head of the Materials Research Laboratories and Head of the
Performance Materials Division, and he has undertaken tasks related to the creation of new products, whichis the driving force for the Company Group’s growth as Head of Planning and Development Division sinceApril 2020. The Company judges that Mr. SUZUKI 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. 1985
Jun. 2011

6

Number of theCompany’s
shares held

Joined the Company
Deputy Head of Finance & Accounting Department of
the Company
Apr. 2013 Head of Finance & Accounting Department of theCompany
Apr. 2015 Executive Officer, Head of Finance & Accounting
Department of the Company
Apr. 2019 Executive Officer, Head of Personnel Department of
6,200
the Company
Apr. 2020 Managing Executive Officer, Head of Personnel
YOSHIDA
Department of the Company
Hironori(May 9, 1962)
Apr. 2021 Managing Executive Officer, Head of Corporate
Planning Department of the Company (to the present)
New Candidate(Position and responsibilities in the Company)
Managing Executive Officer, CRO
Head of Corporate Planning Department
Personnel Department
Reason for the nomination of the candidate for Outside Director
Mr. YOSHIDA Hironori has extensive expertise in the Company’s operations based on many years ofexperience in the Corporate Strategy & Coordination. After serving as Head of Finance & Accounting
Department and Head of Personnel Department, he has been focusing on understanding the status of thebusiness operations of the entire Company and achieving the goals of the Company Group as a whole as
Head of Corporate Planning Department since April 2021. The Company judges that Mr. YOSHIDA isqualified 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.

11

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. (to the present)
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 OfficeOutside Director of JECO Co., Ltd.

Number of theCompany’s
shares held

3,000

Attendance atmeetings of theBoard of Directors
11/11

Reason for the nomination of the candidate for Outside Director and expected role
Mr. OHE Tadashi 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
standpoint. Though Mr. OHE does not have a past experience being involved in corporate management
other than becoming an Outside Officer, up until the present, he has experience being involved in thecorporate management of multiple companies as Outside Officer. Therefore, the Company judges that Mr.
OHE will continue to appropriately perform his duties as Outside Director. In addition, if his election isapproved, the Company intends him 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.

12

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)
11/11
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.

13

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)
10/10
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.

14

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
NAKAGAWA0
MiyukiMar. 2019 Retired as Prosecutor(November 22,
Apr. 2019 Qualified for attorney-at-law
1964)
Apr. 2019 Professor, Chuo Law School (to the present)
Jun. 2019 Outside Director of NITTO KOGYO CORPORATIONNew Candidate(to the present)
Outside Director(Significant positions concurrently held)
Independent Officer
Attorney-at-law, Kousui Law Office
Professor, Chuo Law School
Outside Director of NITTO KOGYO 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 has 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 contribute 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 theNomination and Remuneration Advisory Committee.

Notes: 1. No conflicts of interest exist between any of the candidates and the Company.
2. Messrs. OHE Tadashi, OBAYASHI Hidehito, KATAOKA Kazunori and NAKAGAWA Miyuki are
candidates for Outside Director.
3. Mr. OHE Tadashi’s term of office as Outside Director of the Company will aggregate to 6 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 2 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 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 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 relevant laws and regulations. If theirreelection is approved, the Company plans to renew the same limited liability agreement with them
respectively. Likewise, if Ms. NAKAGAWA Miyuki’s election is approved, the Company plans toenter into the same limited liability agreement with her.
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 the15

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 threefiscal 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 three fiscal years, the payments amounted to lessthan 0.1% of annual ordinary revenue of The University of Tokyo.
8. Mr. OHE Tadashi is scheduled to retire as an Outside Director of JECO Co., Ltd. at the end of its 89th
Ordinary General Meeting of Shareholders, which is scheduled to be held in June 2021.
9. Ms. NAKAGAWA Miyuki is scheduled to be appointed as an Outside Audit & Supervisory Board
Member of FANCL CORPORATION at its 41st Ordinary General Meeting of Shareholders, which isscheduled to be held in June 2021.
10. The Company has notified the Tokyo Stock Exchange of status of Messrs. OHE Tadashi, OBAYASHI
Hidehito and KATAOKA Kazunori as independent officers. If their reelection is approved, theCompany plans to notify the stock exchange of status of Messrs. OHE, OBAYASHI and KATAOKA
as independent officers again. Likewise, if Ms. NAKAGAWA Miyuki’s election is approved, theCompany plans to notify the stock exchange of Ms. NAKAGAWA’s status as an independent officer.

16

Proposal No. 3: Election of One (1) Audit & Supervisory Board Member
The term of office of Audit & Supervisory Board Member, Mr. TAKEMOTO Shuichi will expire at theconclusion of this Ordinary General Meeting of Shareholders. Accordingly, election of one (1) Audit &Supervisory Board Member 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 candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary
Joined The Fuji Bank, Limited (currently Mizuho
Bank, Ltd.)
Apr. 2002 Deputy General Manager, IT & Systems Control
Department of Mizuho Bank, Ltd.
Oct. 2004 General Manager, Human Resources Division ofMizuho Information & Research Institute, Inc.
(currently Mizuho Research & Technologies,
Ltd.)
Apr. 2008 General Manager, Fukuoka Branch of Mizuho
Bank, Ltd.
Oct. 2009 General Manager, IT & Systems Planning
Department of Mizuho Trust & Banking Co., Ltd.
Apr. 2010 Executive Officer, IT & Systems Planning
Department of Mizuho Trust & Banking Co., Ltd.
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.
Jun. 2017 Audit & Supervisory Board Member of theCompany (to the present)(Position in the Company)
Outside Audit & Supervisory Board Member

Number of theCompany’s
shares held

Apr. 1982

TAKEMOTO
Shuichi(January 5, 1960)
Reelection
Outside Audit &Supervisory Board
MemberIndependent Officer

Attendance at meetings ofthe Board of Directors
11/11
Attendance at meetings of
the Audit & Supervisory
Board
11/11

4,000

Reason for the nomination of the candidate for Outside Audit & Supervisory Board Member
Mr. TAKEMOTO Shuichi possesses abundant experience and extensive knowledge including advanced
expertise in finance developed through his long-time career in financial institutions. The Company judgesthat Mr. TAKEMOTO can appropriately perform his duties as Outside Audit & Supervisory Board Member
by reflecting such experience and knowledge in the Company’s audits from an outside perspective and froman objective and neutral standpoint, and again nominated him as a candidate for Outside Audit & Supervisory
Board Member.
Notes: 1. No special conflicts of interest exist between Mr. TAKEMOTO Shuichi and the Company.
2. Mr. TAKEMOTO Shuichi is a candidate for Outside Audit & Supervisory Board Member.
3. Mr. TAKEMOTO Shuichi’s term of office as Audit & Supervisory Board Member of the Company
will aggregate to 4 years as of the conclusion of this Ordinary General Meeting of Shareholders.
4. The Company has entered into a directors and officers liability insurance agreement with an insurance
17company 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 to
the pursuit of such liabilities. If Mr. TAKEMOTO Shuichi is elected as the Audit & Supervisory Board
Member, he 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.
5. Although Mr. TAKEMOTO Shuichi once worked for a major financial institution with which theCompany has borrowings, he is not and has not recently been a business executive at the institution
and many years have passed since he left the institution in June 2017 (4 years have passed as of thedate of the current Ordinary General Meeting of Shareholders). For this reason, the Company deems
that he fulfills its independence standards for Outside Officers and that there is no possibility of aconflict of interest arising with general shareholders.
6. The Company has notified the Tokyo Stock Exchange of status of Mr. TAKEMOTO Shuichi as anindependent officer. If his reelection is approved, the Company plans to notify the stock exchange ofstatus of Mr. TAKEMOTO as an independent officer again.

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(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.

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: 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)

20

Proposal No. 4: Reestablishment of Maximum Amount of Compensation in the Performance-Linked Stock
Compensation Plan for Directors, etc. due to Companies Act Revisions
1. Reasons for the proposal and reasons for justification
The Company received approval at the 149th Ordinary General Meeting of Shareholders held on June 26,
2019, to introduce a Board Benefit Trust (BBT) as a performance-linked stock compensation plan(hereinafter, the “Plan”) for Directors (excluding Outside Directors), Executive Officers and Associate
Executive Officers, (hereinafter, collectively the “Directors, etc.”), which remains in effect to this day(hereinafter, the resolution at the aforementioned Ordinary General Meeting of Shareholders is referred to as
the “Original Resolution”). In accordance with Act Partially Amending the Companies Act (Act No. 70,2019), which came into effect on March 1, 2021, the Company seeks approval once again to set the
maximum amount of performance-linked stock compensation for Directors, etc. in lieu of the current
maximum amount of compensation for Directors, etc. under the Plan.
This proposal is procedural due to the legal amendment and does not intend to increase the substantive
maximum amount of compensation in comparison with the Original Resolution. Rather, this proposal conveys
the purposes of aligning the compensation of Directors, etc., with the performance and stock value of theCompany with higher transparency as was the case in the Original Resolution, having the Directors, etc. sharewith our shareholders not only the benefits of increases in stock price but also the risk of decrease in the stock
price, thereby raising awareness of contributing to the improvement in the business performance and theenhancement of corporate value over the medium- to long-term. In addition, the outline of the details of thedecision policy concerning the contents of the compensation, etc. for individual Directors of the Company is
as described in the Business Report “3. Matters concerning corporate officers (3) Compensation, etc. of
Directors and Audit & Supervisory Board Members.” Such details are considered to remain as the appropriate
decision policy should this proposal be approved and adopted. Accordingly, the Company does not plan tomake a substantive revision to the details of such a decision policy. However, subject to the approval andadoption of this proposal, the Company plans to prescribe, as part of the policy to determine the amount of theperformance-linked stock compensation and the calculation method of the number of stocks, that the numberof points to be granted to Directors (the number of the common stocks of the Company after conversion) shallbe limited to the maximum number determined by the resolution of the General Meeting of Shareholders. The
Company considers the details of this Proposal are appropriate thereby sets a necessary and reasonablemaximum amount of compensation that fulfills the above purposes in light of matters such as the level of theperformance-linked stock compensation in proportion to the total compensation for Directors, etc. and thedetails of the decision policy concerning the contents of the compensation, etc. for individual Directors of theCompany.
The Company submits this proposal to seek the approval of the compensation amount and the specificdetails of the compensation payments to the Company’s Directors (excluding Outside Directors) under thePlan, apart from the compensation amount for Directors (monthly amount of ¥45 million or less, excluding
the Directors’ employee salary payment portion) approved and adopted at the 139th Ordinary General Meetingof Shareholders held on June 25, 2009. The Company intends to leave the decision on the details of the system
to the Board of Directors, within the framework given in 2. below.
Currently, 6 Directors fall under the scope of this Plan. If Proposal No. 2 (Election of Ten (10) Directors)
is approved and adopted as originally proposed, the number of Directors who fall under the scope of the Plan
will be 6.
This resolution shall become effective retrospectively from March 1, 2021.
The submission of this proposal is made based on the report of the Nomination and Remuneration Advisory
Committee, a majority of whose members are independent Outside Directors.
2. Amount and details of remuneration under the Plan, etc.
(1) Outline of the Plan
The Plan is a performance-linked stock compensation plan under which money contributed by theCompany is used as funds to acquire the Company’s shares through a trust (hereinafter, the trust set up under
the Plan is referred to as the “Trust”) and the Company’s shares and the cash equivalent to the market priceof the Company’ shares (hereinafter, the “Company’s Shares, etc.”) are provided through the Trust to
Directors, etc. in accordance with director stock benefit rules established by the Company. The Directors,
etc. will receive benefit of the Company’s Shares etc. as of the date of their retirement from office, as a rule.
21

(2) Individuals subject to the Plan
Directors (Outside Directors are not subject to the Plan), Executive Officers and Associate Executive
Officers(3) Period of trust
From August 2019 until the Trust ends. (With respect to the period of the Trust, the Trust shall continue
without a specific ending period, continuing for as long as the Plan continues. The Plan shall end if theCompany’s shares are delisted, the director stock benefit rules are discontinued, or similar grounds arise.)(4) Money left in the Trust
The Company has introduced the Plan for three business years starting from the business year ending
March 31, 2020 through the business year ending March 31, 2022 (hereinafter, such three business years isreferred to as the “Initial Covered Period” and the Initial Covered Period and each three business year periodthat begins after the Initial Covered Period has elapsed shall be referred to as the “Covered Period.”) andeach subsequent Covered Period. The Company has established the Trust, under which the Directors, etc.
who meet the beneficiary requirements are beneficiaries, by contributing ¥800 million (¥300 million for
Directors) to the Trust as a fund to acquire the shares with the aim of providing the Directors, etc. with theCompany’s Shares, etc., in accordance with the Plan during the initial Covered Period.
Furthermore, even after the Initial Covered Period has elapsed, until such time as the Plan ends, theCompany shall for each Covered Period additionally contribute to the Trust funds up to an upper limit of¥800 million (of which ¥300 million is for Directors), as a rule. However, in the case where such an
additional contribution is made, if the Company’s shares (excluding the Company’s shares equivalent to thenumber of points that have been granted to Directors, etc. in relation to any preceding Covered Period andthat have yet to be distributed to the Directors, etc.) and money (hereinafter, collectively the “Remaining
Shares, etc.”) remain in the Trust assets, the sum total of the value of the Remaining Shares, etc. (the bookvalue of the Company’s shares on the last day of the previous Covered Period) and the additionallycontributed money shall not exceed ¥800 million (of which ¥300 million is for Directors).
Throughout the Covered Period, including the Initial Covered Period, the Company may make multiple
contributions of funds to the Trust until such time as the aggregate amount of contributions during the
Covered Period concerned reaches the upper limits set out above. The Company will disclose its decision to
make additional contributions in a timely and appropriate manner.
(5) Acquisition method of the Company’s shares and number of shares to be acquired
The Trust shall acquire the Company’s shares through the stock market or by underwriting the dispositionof the Company’s treasury stock, using the funds contributed in accordance with (4) above to finance theacquisitions and no new shares shall be issued. The maximum number of points granted to Directors, etc.
shall be 96,000 points (of which 36,000 points are for Directors) per business year as described in (6) below,
and the maximum number of the Company’s shares to be acquired by the Trust in relation to any Covered
Period shall be 288,000 shares (of which 108,000 shares are for Directors).
(6) Calculation method for the number, and the maximum total number, of the Company’s Shares, etc. to be
distributed to Directors, etc.
For each business year, the Company shall provide Directors, etc. with points, the number of which isdetermined in light of factors such as their rank and level of performance in accordance with the director
stock benefit rules. The maximum total number of points (the number of the Company’s common stocks
after conversion) to be granted to Directors, etc., per business year shall be 96,000 points (96,000 shares) (ofwhich 36,000 points (36,000 shares) are for Directors). The Company deems this limit appropriate as theCompany has made its decision by taking into consideration factors comprehensively, such as compensation
payment levels of current Directors, etc., a trend in the number of Directors, and the future outlook.
Points granted to Directors, etc. shall be converted at a ratio of one share of common stock per point
when providing the Company’s Shares, etc. as described in (7) below. (However, in the event of a stock split,
an allotment of shares without consideration, a stock consolidation and the like, following the approval ofthis proposal, the maximum number of points (the number of the Company’s common stocks afterconversion) and the number of points already granted or the conversion ratio will be rationally adjusted,22

according to the ratio of the stock split, allotment of shares without consideration, stock consolidation andthe like.)
Accordingly, the ratio of the number of shares corresponding to the maximum number of points granted
to Directors, etc., per business year (96,000) relative to the total number of issued shares (as of March 31,
2021. Net of treasury shares) is approximately 0.07%.
The number of points that will serve as the basis for distribution of the Company’s Shares, etc. describedin (7) below shall, as a rule, be the number of points distributed to the Directors, etc. by the time of theirretirement (hereinafter, the number of points calculated in this manner is referred to as the “Definitive
Number of Points”).
(7) Distribution of the Company’s Shares, etc.
In the case where Directors, etc. have retired from office and have not conducted certain illegal acts andsatisfy the beneficiary requirements set out in the director stock benefit rules and the trust agreement of theTrust, the Directors, etc. concerned will, after retiring from office, receive distribution of the Company’s
Shares, etc. from the Trust in a number according to the Definitive Number of Points as determined inaccordance with (6) above, as a rule, after taking prescribed procedures for determining beneficiaries.
However, in the case where Directors, etc. meet the requirements stipulated in the director stock benefit
rules, they shall receive in respect of a certain percentage of the points granted to them an amount of cash
equivalent to the market price of the Company’s shares in place of distribution of the Company’s shares. The
Trust may sell the Company’s shares in order to provide the cash. In addition, in the case where Directors,
etc. die during their term of office, and the family of such Directors, etc. meet the requirements set out in the
director stock benefit rules, such a family obtains the right to receive a monetary benefit in the amountobtained by multiplying the number of points held by the deceased Directors, etc., by the market value of theCompany’s common stock at the time of the death.
(8) Exercise of voting rights
In accordance with instructions from the trust administrator, the voting rights represented by theCompany’s shares held in the Trust’s account shall not be exercised without any exception. Adoption of thisapproach is intended to ensure neutrality in the management of the Company with respect to the exercise of
voting rights represented by the Company’s shares held in the Trust’s account.
(9) Treatment of dividends
The Trust shall receive dividends from the Company’s shares held in the Trust’s account and shall use
them for payment to acquire the Company’s shares and for trust fees, etc. for the trustee of the Trust. In
addition, in the case where the Trust is terminated, dividends remaining in the Trust shall be distributed to
Directors, etc. in office at that time, according to the number of points held by each on a pro rata basis, inaccordance with the provisions of the director stock benefit rules.
(10) Treatment upon termination of the Trust
The Trust shall terminate in the case where grounds such as a delisting of the Company’s shares or thetermination of the director stock benefit rules have arisen. The Company plans to acquire without
consideration all the Company’s shares included in the remaining assets of the Trust upon termination of theTrust and to then cancel them by a resolution of the Board of Directors. As for the cash included in theremaining assets of the Trust upon termination of the Trust, the balance after deduction of the cash
distributed to Directors, etc. in accordance with (9) above shall be distributed to the Company.

23

(Reference) Framework of the Plan(i) Establishment of director
stock benefit rules[Trustor]
The Company(ii) Entrustmentof money(iii) Stockacquisition(iv) Granting of points(v) Non-exercise
of voting rights

Trust administrator
Instructions on
non-exercise of
voting rights[Trustee]Mizuho Trust & Banking Co., Ltd.
(Re-trusted: Custody Bank of Japan, Ltd.)The Company’s shares

Directors, etc.

(vi) Distribution of theCompany’s Shares, etc.

Acquisition ofright to receive
benefits[Beneficiaries]
Retired Directors, etc. who meet thebeneficiary requirements(i) The Company establishes director stock benefit rules within the framework of approval of this proposal.
(ii) The Company entrusts the money within the amount approved at this proposal.
(iii) The Trust acquires the Company’s shares through the stock market or by underwriting the disposition of theCompany’s treasury stock using the money entrusted in (ii) as funds.
(iv) The Company grants points to the Directors, etc. based on the director stock benefit rules.
(v) In accordance with instructions from the trust administrator, who is independent from the Company, theTrust shall not exercise voting rights concerning the Company’s shares in the Trust account.
(vi) The Trust distributes to those among the retired Directors, etc. who meet the beneficiary requirements
stipulated in the director stock benefit rules and the trust agreement of the Trust (hereinafter, the“Beneficiaries”) the Company’s shares based on the number of points granted to the Beneficiaries.
However, in the case where Directors, etc. meet the requirements stipulated in the director stock benefit
rules, they shall receive in respect of a certain percentage of the points granted to them an amount of cash
equivalent to the market price of the Company’s shares.
[End of Document]24