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. TheCompany assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.
Securities Code: 4021
June 1, 2015
To Those Shareholders with Voting Rights
Kojiro Kinoshita
Representative Director,President & CEO
Nissan Chemical Industries, Ltd.
7-1, Kanda Nishiki-cho 3-chome,
Chiyoda-ku, Tokyo, JAPANNOTICE OF THE CONVOCATION OF THE
145 ORDINARY GENERAL MEETING OF SHAREHOLDERS
thYou are cordially invited to attend the 145th Ordinary General Meeting of Shareholders of Nissan ChemicalIndustries, Ltd. (“the Company”). The meeting will be held as described below.
If you are unable to attend the meeting, you can exercise your voting rights by either of the following means.
Please review the Reference Documents for the General Meeting of Shareholders, and exercise your voting rights.
Exercise of Voting Rights in Writing
Please indicate your votes for or against the proposals on the enclosed Voting Rights Exercise Form and return itto the Company, ensuring that the form reaches us by 5:40 p.m., Wednesday, June 24, 2015 (please refer to page 2hereof).
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., Wednesday, June 24, 2015.
1. Date and Time:Thursday, June 25, 2015 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 145thfiscal year (from April 1, 2014 to March 31, 2015) and results of audits by theAccounting Auditors and the Audit & Supervisory Board of the Consolidated
Financial Statements
2. The Non-Consolidated Financial Statements for the 145th fiscal year (from April
1, 2014 to March 31, 2015)
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Eight (8) Directors
Proposal No. 3: Election of One (1) Corporate Auditor1*For those attending the meeting, please present the enclosed Voting Rights Exercise Form at the reception
desk on arrival.
* Included in the documents that should be provided by the Company when providing the notice ofconvocation for this Ordinary General Meeting of Shareholders are the notes to consolidated financial
statements and the notes to non-consolidated financial statements. As provided for by the relevant laws andregulations and Article 19 of the Company’s Articles of Incorporation, these documents are posted on theCompany’s website (http://www.nissanchem.co.jp/) and are not included in the accompanying material to thisdocument. In addition to the accompanying material to the notice of convocation for this Ordinary General
Meeting of Shareholders, the materials audited by the Audit & Supervisory Board and the Accounting
Auditors include the notes to consolidated financial statements and the notes to non-consolidated financial
statements will be posted on the Company’s website indicated above.
* When it is necessary to modify the matters stated in the Reference Documents for the General Meeting ofShareholders, the Business Report, the Non-Consolidated Financial Statements and the Consolidated
Financial Statements, please understand that any matters if modified will be shown on the Company’s website(http://www.nissanchem.co.jp/).
* The Company participates in the Electronic Voting Rights Exercise Platform for “institutional investors”
operated by ICJ Inc.
The Company’s website (http://www.nissanchem.co.jp/)2Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Appropriation of Surplus
The Company upholds the basic policy of working to improve corporate value from a medium-to-long term
viewpoint and providing return of its profits to the shareholders.
After taking into consideration such factors as operating performance, business environment and preparation
for future business development, the Company proposes the year-end dividend for the current fiscal year asfollows.
(1) Type of dividend property
Cash(2) Matters related to distribution of dividend property and the total amountThe Company proposes to pay ¥22 per common share of the Company
Under this proposal, the total amount of dividends paid is ¥3,469,693,062.
As the Company paid an interim dividend of ¥14, the annual dividend for the current fiscal year is ¥36 pershare.
(3) Effective date of the distribution of surplus
June 26, 2015

3Proposal No. 2: Election of Eight (8) Directors
The terms of office of all seven (7) Directors will expire at the conclusion of this Ordinary General Meetingof Shareholders.
Accordingly, we would like to increase one (1) Outside Director to further strengthen the management
structure, and the election of eight (8) Directors, including two (2) Outside Directors is proposed.
The candidates for Directors are as follows:No.

Name(Date of birth)

Career summary and position/responsibilities in the Company(Significant positions concurrently held outside the Company)
Apr. 1977
Jun. 2002

1Kojiro Kinoshita(April 19, 1948)

Jun. 2006
Jun. 2008
Apr. 1974
Jun. 2000

Jun. 2003
Apr. 2005

2Junichi Miyazaki(October 9, 1951)

Jul. 2005
Apr. 2006
Jun. 2006
Apr. 2007
Jun. 2008
Jun. 2011
Apr. 2013

Joined the Company
Director, General Manager of Corporate Planning
Department
Managing Director
Representative Director, President & CEO (to thepresent)
Joined The Industrial Bank of Japan, Limited (currentlyMizuho Bank, Ltd.)
General Manager, International Department of The
Industrial Bank of Japan, Limited (currently Mizuho
Bank, Ltd.)
Corporate Auditor of Mizuho Corporate Bank, Ltd.
(currently Mizuho Bank, Ltd.)Managing Executive Officer of Kowa Real Estate Co.,Ltd.
Managing Director of Kowa Real Estate Co., Ltd.
Joined the Company, Advisor
Director
Director, General Manager of Corporate
Administration Department
Managing Director
Senior Managing Director
Director, Senior Executive Vice President (to thepresent)(Current positions in charge)
Internal Audit Department,
Corporate Planning Department,
Finance & Accounting Department,
Environment, Safety & Quality Assurance Department, CRO

4

Number of theCompany’sshares held

83,90026,600No.

Name(Date of birth)

Career summary and position/responsibilities in the Company(Significant positions concurrently held outside the Company)
Apr. 1975
Jun. 2001
Jun. 2006

3Kiminori Hirata(August 22, 1951)

4

Hiroyoshi Fukuro(April 18, 1952)

5

Tsuneo Higuchi(July 26, 1952)

Joined the Company
Head of Biological Research Laboratories
Director, Deputy General Manager of Agricultural
Chemicals DivisionJun. 2009 Managing Director
Apr. 2013 Senior Managing Director
Apr. 2014 Director, Senior Managing Executive Officer (to thepresent)(Current positions in charge)
Head of Agricultural Chemicals Division,R&D (Agrochemicals & Pharmaceuticals),
Pharmaceuticals Division,
Research Planning Department,
Intellectual Property Department,
Purchasing Department(Significant positions concurrently held)
President of Nissan Chemical Europe S.A.R.L.,
Representative Director of Nissan Chemical Agro Korea Ltd.,
Representative Director of Nissan Chemical Product (Shanghai) Co.,Ltd.
Apr. 1979 Joined the Company
Jun. 2004 Director, Head of Electronic Materials ResearchLaboratories
Jun. 2011 Managing Director
Apr. 2013 Senior Managing Director
Apr. 2014 Director, Senior Managing Executive Officer (to thepresent)(Current positions in charge)
Head of Performance Materials Division,
R&D (Materials Science),
Advanced Materials & Planning Department(Significant position concurrently held)
Representative Director of NCK Co., Ltd.
Apr. 1978 Joined the Company
Sep. 2002 General Manager of Specialty Products Department,
Industrial Chemicals Division, Chemicals GeneralHeadquarters
Jun. 2008 General Manager of Industrial Chemicals Division,
Chemicals General Headquarters
Jun. 2009 Director, General Manager of Basic Chemicals
Division, Chemicals General Headquarters
Jun. 2011 Managing Director
Apr. 2014 Director, Managing Executive Officer (to the present)(Current position in charge)
Head of Chemicals Division,
Personnel Department

Number of theCompany’sshares held

523,900

20,60020,000No.

Name(Date of birth)

Career summary and position/responsibilities in the Company(Significant positions concurrently held outside the Company)
Apr. 1981
Jun. 2007

67Kazuhiro Yagisawa(August 27, 1951)

TisatoKajiyama(May 13,1940)
Outside Director
Independent Officer

Joined the Company
Director, General Manager of Technology Center,
Technology Department
Jun. 2009 Director, Plant Manager of Sodegaura Plant
Jun. 2011 Director, General Manager of Environment, Safety &Quality Assurance Department
Jun. 2013 Managing Director
Apr. 2014 Director, Managing Executive Officer (to the present)(Current position in charge)
Head of Production Technology Department(Significant position concurrently held)
President of Nissan Engineering, Ltd.
Jun. 1969 Post Doctor Course, The University of Massachusetts
Amherst, USA
Nov. 1984 Professor of Faculty of Engineering at Kyushu
University (Currently National University Corporation
Kyushu University)
Nov. 2001 President of Kyushu University
Nov. 2008 President of Independent Administrative Institution
Japan Student Services Organization
Jun. 2010 Outside Corporate Auditor
Apr. 2011 Chairman, Board of Trustees and President of Public
University Corporation Fukuoka Women’s University(to the present)
Jun. 2014 Outside Director (to the present)(Significant position concurrently held)
Chairman, Board of Trustees and President of Public University
Corporation Fukuoka Women’s University

Number of theCompany’s
shares held

617,100

8,600

No.

Name(Date of birth)

Career summary and position/responsibilities in the Company(Significant positions concurrently held outside the Company)
Apr. 1969
Apr. 1989

Tadashi Ohe(May 20, 1944)
8Outside Director

Independent Officer

Qualified for attorney-at-law (to the present)
Instructor for the Legal Training and Research Instituteof Japan (court representation in civil proceedings)
Mar. 1994 Outside Corporate Auditor of Canon Inc. (to thepresent)
Jun. 2004 Outside Corporate Auditor of Marui Group Co., Ltd.
(to the present)
Jun. 2006 Outside Corporate Auditor of Kao Corporation
Jun. 2011 Outside Director, JECO Co., Ltd. (to the present)(Significant positions concurrently held)
Attorney-at-law,Outside Corporate Auditor of Canon Inc.,
Outside Corporate Auditor of Marui Group Co., Ltd.,
Outside Director of JECO Co., Ltd.

Number of theCompany’s
shares held

1,000

Notes: 1. Mr. Hiroyoshi Fukuro serves as the Representative Director of NCK Co., Ltd. The Company has a
trading relationship with NCK Co., Ltd. that includes the sale of products. No conflicts of interest
exist between any of the other candidates and the Company.
2. Mr. Tadashi Ohe is a new candidate for Outside Director.
3. The reasons the Company proposes to elect Messrs. Tisato Kajiyama and Tadashi Ohe as candidates
for Outside Director are as follows.
(1) Mr. Tisato Kajiyama currently serves as Outside Director of the Company, and the Company
proposes his reelection so that his expertise as a Doctor of Engineering and his wide-ranging
knowledge and experience gained as the President of Kyushu University, President of Japan
Student Services Organization, and President of Fukuoka Women’s University may be reflected inthe management of the Company. Although Mr. Kajiyama has no experience of involvement incorporate management other than having served in the past as Outside Director or Outside
Corporate Auditor, the Company judges Mr. Kajiyama can appropriately perform his duties as
Outside Director based on the above reasons.
(2) The Company proposes the election of Mr. Tadashi Ohe so that his abundant experience andspecialist knowledge as an attorney-at-law may be reflected in the management of the Company.
Up until present, Mr. Ohe has the experience of involvement in the corporate management ofmultiple companies as either Outside Director or Outside Corporate Auditor, and for this reason aswell as the above reasons, the Company judges Mr. Ohe can appropriately perform his duties asOutside Director.
4. Mr. Tisato Kajiyama’s terms of office as Outside Corporate Auditor of the Company will aggregate tofour years and terms of office as Outside Director of the Company will aggregate to one year as of theconclusion of this Ordinary General Meeting of Shareholders.
5. Mr. Tisato Kajiyama and the Company have entered into an agreement that limits Mr. Kajiyama’sliability when he carries out his responsibilities of Article 423, Paragraph 1 of the Companies Act ingood faith with no serious negligence to the minimum liability provided for by the relevant laws andregulations. If Mr. Kajima’s reelection is approved, the Company plans to continue the same limited
liability agreement. If Mr. Tadashi Ohe’s election as Outside Director is approved, the Company plansto enter into the same limited liability agreement with Mr. Ohe.
6. The Company has notified the Tokyo Stock Exchange of Mr. Tisato Kajiyama’s status as anindependent officer. If Mr. Kajiyama’s reelection is approved, the Company plans to notify the stock
exchange of Mr. Kajiyama’s status as an independent officer. Likewise, if Mr. Tadashi Ohe’s election
is approved, the Company plans to notify the stock exchange of Mr. Ohe’s status as an independentofficer.

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

Career summary and position in the Company(Significant positions concurrently held outside the Company)
Apr. 1979
Apr. 2008

Yasuyuki Nakajima(January 16, 1955)

Jun. 2008

Jun. 2010

Jun. 2012

Joined the Company
General Manager of Semiconductor Materials
Research Department, Electronic Materials
Research Laboratories
Associate Executive Officer, General Manager ofSemiconductor Materials Research Department,
Electronic Materials Research Laboratories
Associate Executive Officer, General Manager ofSemiconductor Materials Department, ElectronicMaterials Division
Associate Executive Officer, President of Nissan
Chemical Taiwan Co., Ltd. (to the present)

Number of theCompany’s
shares held

12,900Notes: 1. No special conflicts of interest exist between the candidate and the Company.
2. Mr. Yasuyuki Nakajima is a new candidate for Corporate Auditor.
3. Mr. Yasuyuki Nakajima will retire as President of Nissan Chemical Taiwan Co., Ltd. on June 25,
2015.

8