This document has partly been translated from the Japanese original for reference purposes only. In the eventof any discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.
Securities Code: 4021
Date of issuance: June 6, 2023
Start date of measures for electronic provision: May 31, 2023
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 153rd ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 153rd Ordinary General Meeting of Shareholders of Nissan Chemical Corporation(the “Company”). The meeting will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing informationin electronic format, and according to the stipulations of Article 325-3 of the Companies Act, the items subject tomeasures for electronic provision are provided on the Company’s website, and we ask that you please confirm these
items by accessing the Company’s website below.
The Company’s website:
https://www.nissanchem.co.jp/ir_info/library/general_meeting.html (in Japanese)
In addition to posting items subject to measures for electronic provision on the website above, the Company
also provides this information on the website of Tokyo Stock Exchange, Inc. (TSE). If you are unable to view theitems subject to measures for electronic provision on the Company’s website, access the TSE website below, enterand search for the issue name “Nissan Chemical” or the securities code (4021), click “Basic information (基本情報),” and select “Documents for public inspection/PR information (縦覧書類／PR 情報)” to view the information
provided on the website’s “Notice of General Shareholders Meeting” webpage.
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
If you do not attend the meeting in person, you can exercise your voting rights by either of the following means.
Please review the Reference Documents for the General Meeting of Shareholders, and exercise your voting rights.
Exercise of Voting Rights in Writing (by Post)
Please indicate your votes for or against the proposals on the enclosed Voting Rights Exercise Form and return itto the Company, ensuring that the form reaches us by 5:40 p.m., Tuesday, June 27, 2023 (Japan Time).
Exercise of Voting Rights via the Internet, etc.
Please access the website for exercising voting rights as indicated in the enclosed Voting Rights Exercise Formand exercise your voting rights by 5:40 p.m., Tuesday, June 27, 2023 (Japan Time).
11. Date and Time:

Wednesday, June 28, 2023 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 153rd
fiscal year (from April 1, 2022 to March 31, 2023) 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 153rd fiscal year (from April
1, 2022 to March 31, 2023)
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Ten (10) Directors
*
*

*
*

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

2

Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Appropriation of Surplus
The Company upholds the basic policy of working to improve corporate value from a medium- to long-term
viewpoint and providing return of its profits to the shareholders.
After taking into consideration such factors as operating performance, business environment and preparation
for future business development, the Company proposes the year-end dividend for the 153rd fiscal year as
follows.
(1) Type of dividend property
Cash(2) Matters related to distribution of dividend property and the total amountThe Company proposes to pay ¥94 per common share of the Company.
Under this proposal, the total amount of dividends paid is ¥13,199,802,232.
As the Company paid an interim dividend of ¥70 per share, the annual dividend for the 153rd fiscal year is¥164 per share.
(3) Effective date of the distribution of surplus
June 29, 2023

3

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

Name

1

KINOSHITA Kojiro

Male

2

YAGI Shinsuke

Male

Gender3

HONDA Takashi

Male

4

ISHIKAWA Motoaki

Male

5

DAIMON Hideki

Male

6

MATSUOKA Takeshi

Male

7

OBAYASHI Hidehito

Male

Position/responsibilities in the
Company

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

4

Attribute

Reelection

Reelection

Reelection

Reelection

Reelection

Reelection

Reelection

OutsideDirector

Independent
OfficerCandidate
No.

Name

Gender8

KATAOKA Kazunori

Male

9

NAKAGAWA Miyuki

Female10

TAKEOKA Yuko

FemalePosition/responsibilities in the
Company

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

5

Attribute

Reelection

Reelection

OutsideDirector

OutsideDirector

New

OutsideCandidateDirector

Independent
OfficerIndependent
OfficerIndependent
OfficerNo.

Name(Date of birth)

Career summary
Apr. 1977
Jun. 2002

KINOSHITA
Kojiro(April 19, 1948)
1

MaleJoined 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

98,200Reelection

Attendance atmeetings of theBoard of Directors
12/12

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

6

No.

Name
(Date of birth)

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

Reelection

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 of theCompany (to the present)(Position and responsibilities in the Company)
Representative Director, President & COO
Nomination and Remuneration Advisory Committee member

11,000Reason for the nomination of the candidate for Director
Mr. YAGI Shinsuke has been engaged in production technology for many years, and served as Deputy Plant
Manager of Onoda Plant and Plant Manager of Sodegaura Plant. He has been contributing to theimprovement 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. 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 of
HONDA Takashi
Agricultural Chemicals Division of the Company
7,600(March 8, 1959)
Apr. 2021 Director, Senior Managing Executive Officer, Head ofAgricultural Chemicals Division of the Company
MaleApr. 2022 Director, Senior Executive Vice President of theCompany (to the present)
Reelection(Position and responsibilities in the Company)
Director, Senior Executive Vice President
Attendance atLife Science Business Field
meetings of the
Research& Development of Life Science Field
Board of Directors
Intellectual Property Department, and Purchasing Department
12/12(Significant position concurrently held)
Director, President of NC Agro Hakodate Corporation
Representative Director of Nissan Chemical Agro Korea Ltd.
Director, Chairman of Nissan Agro Tech India Private Limited
Director, 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 ofPlanning & Development Department, and 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.

8

No.

Name
(Date of birth)

Career summary
Apr. 1986
Jun. 2009

4

Number of theCompany’s
shares held

Joined the Company
General Manager of Display Materials Department,
Electronic Materials Division of the Company
Jun. 2012 General Manager of Display Materials Research
Department, Electronic Materials ResearchLaboratories of the Company
Jun. 2015 General Manager of Business Strategy Department,
Performance Materials Division of the Company
Apr. 2016 Executive Officer, Deputy Head of Performance
Materials Division, General Manager of Business
Strategy Department, Performance Materials Divisionof the Company
Managing Executive Officer, Head of Performance
Apr.
2020
ISHIKAWA
Materials Division of the Company
Motoaki
6,900(January 23, 1964) Apr. 2022 Senior Managing Executive Officer, Head of
Performance Materials Division of the Company
MaleJun. 2022 Director, Senior Managing Executive Officer, Head of
Performance Materials Division of the Company (to theReelection
present)(Position and responsibilities in the Company)
Attendance at
Director, Senior Managing Executive Officer
meetings of the
Head of Performance Materials Division
Board of Directors
Research & Development of Performance Materials Field
10/10(Significant position concurrently held)
Director, Chairman of Nissan Chemical America Corporation
Representative Director of NCK Co., Ltd.
Representative Director of Nissan Chemical Taiwan Co., Ltd.
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 Business Strategy Department, Division
Head, and 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 the Company
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, and again
nominated him as a candidate for Director.

9

No.

Name
(Date of birth)

Career summary

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
DAIMON
Department of the Company
Hideki
Apr. 2022 Managing Executive Officer, Head of Sustainability(February 22,
1,100
Promotion & IR Department of the Company
1964)
Jun. 2022 Director, Managing Executive Officer, Head of
Sustainability Promotion & IR Department of the
Male
Company
Apr. 2023 Director, Senior Managing Executive Officer, Head ofReelection
Sustainability Promotion & IR Department of theCompany (to the present)
Attendance at(Position and responsibilities in the Company)
meetings of the
Director, Senior Managing Executive Officer, CFO
Board of Directors
Head of Sustainability Promotion & IR Department
10/10
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 Head of Finance & Accounting Department in April 2020. Since April 2022,
he has made significant contributions to enhancing the Company’s corporate value as Head of 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 execution of duties by Directors, andagain nominated him as a candidate for Director.
Apr. 1988

5

Number of theCompany’s
shares held

10

No.

Name
(Date of birth)

Career summary
May 1996
Apr. 2017

MATSUOKA
Takeshi(March 13, 1965)
Male
6

Reelection

Attendance atmeetings of theBoard of Directors
10/10

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

Number of theCompany’s
shares held

3,100

Reason for the nomination of the candidate for Director
Mr. MATSUOKA Takeshi joined the Company with wide-ranging business and planning experience in thechemicals industry. He has been involved in formulating major strategies not only in Chemicals Division,
but also in operational divisions including Corporate Planning Department, CSR & Public Relations Office,and Internal Audit Department. Since April 2022, he has been focusing on assessing the status of operations
across the entire Company and achieving Group-wide targets as Head of 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, and again nominated him as a
candidate for Director.

11

No.

Name
(Date of birth)

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

OBAYASHI
Hidehito(April 22, 1944)
Male
7

Reelection
Outside Director
Independent Officer

Attendance atmeetings of theBoard of Directors
12/12

Apr. 2007
Jun. 2011
Jun. 2013

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

Number of theCompany’s
shares held

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

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

12

No.

Name
(Date of birth)

Career summary

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)
KATAOKA
Project Professor at The University of Tokyo
Apr.
2016
Kazunori(November 27,
Jun. 2016 Professor Emeritus at The University of Tokyo (to the01950)
present)
Jul. 2016 Deputy Chairman of Kawasaki Institute of Industrial
Male
Promotion (to the present)
Jun. 2020 Outside Director of the Company (to the present)
Reelection
Jun. 2020 Outside Director of NanoCarrier Co., Ltd. (to theOutside Director
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
Deputy Chairman of Kawasaki Institute of Industrial Promotion
12/12
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
Director General of Innovation Center of NanoMedicine, Kawasaki Institute of Industrial Promotion. The
Company again nominated him as a candidate for Outside Director so that his expertise as doctor ofengineering, abundant experience, and wide-ranging knowledge will be reflected in the management of theCompany from an outside perspective and from an objective standpoint. Though Mr. KATAOKA does nothave a past experience being involved in corporate management other than becoming an Outside Director,
for the above-mentioned reasons, the Company judges that Mr. KATAOKA will appropriately perform his
duties as Outside Director. In addition, if his election is approved, the Company intends him to continue
contributing to the selection of candidates for the Company’s directors and the determination of director
compensation, etc., from an independent standpoint as a member of Nomination and Remuneration
Advisory Committee.
Apr. 1979

8

Number of theCompany’s
shares held

13

No.

Name
(Date of birth)

Career summary
Apr. 1990
Apr. 2008

NAKAGAWA
Miyuki(November 22,
1964)
Female9

Reelection
Outside Director
Independent Officer

Attendance atmeetings of theBoard of Directors
12/12

Prosecutor, Tokyo District Public Prosecutors OfficeCounsellor, Judicial System Department, Minister’s
Secretariat, Ministry of JusticeJan. 2011 Counsellor, Cabinet Secretariat, Assistant Chief Cabinet
Secretary Office
Apr. 2013 Prosecutor, Tokyo High Public Prosecutors Office
Aug. 2013 General Manager of General Administration
Department, Saitama District Public Prosecutors Office
Apr. 2015 Specially Appointed Professor, Chuo Law School(Appointed Public Prosecutor)
Mar. 2019 Retired as Prosecutor
Apr. 2019 Qualified for attorney-at-law
Apr. 2019 Professor, Chuo Law School (to the present)
Jun. 2019 Outside Director of NITTO KOGYO CORPORATION(to the present)
Jun. 2021 Outside Director of the Company (to the present)
Jun. 2021 Outside Audit & Supervisory Board Member of
FANCL CORPORATION (to the present)
Jun. 2022 Outside Audit & Supervisory Board Member of Shinsei
Bank, Limited (currently SBI Shinsei Bank, Limited)(to the present)
Aug. 2022 Outside Audit & Supervisory Board Member of
ASKUL Corporation (to the present)(Position and responsibilities in the Company)
Outside Director
Nomination and Remuneration Advisory Committee member(Significant positions concurrently held)
Attorney-at-law, Kousui Law Office
Professor, Chuo Law School
Outside Director of NITTO KOGYO CORPORATION
Outside Audit & Supervisory Board Member of FANCLCORPORATION
Outside Audit & Supervisory Board Member of SBI Shinsei Bank,
LimitedOutside Audit & Supervisory Board Member of ASKUL Corporation

Number of theCompany’s
shares held

100

Reason for the nomination of the candidate for Outside Director and expected role
Ms. NAKAGAWA Miyuki worked for many years as a prosecutor in the Tokyo District Public Prosecutors
Office and the Tokyo High Public Prosecutors Office and she has abundant practical experience in legal
circles. The Company again nominated her as a candidate for Outside Director so that her expertise as legal
profession, abundant experience, and wide-ranging knowledge will be reflected in the management of theCompany from an outside perspective and from an objective standpoint. Though Ms. NAKAGAWA does
not have a past experience being involved in corporate management other than becoming an Outside
Director, for the above-mentioned reasons, the Company judges that Ms. NAKAGAWA will appropriately
perform her duties as Outside Director. In addition, if her election is approved, the Company intends her tocontinue contributing to the selection of candidates for the Company’s directors and the determination of
director compensation, etc., from an independent standpoint as a member of Nomination and Remuneration
Advisory Committee.

14

No.

Name
(Date of birth)

Career summary
Assistant Professor of Department of Chemistry,
Faculty of Science and Technology, Sophia University
Nov. 2002 PRESTO Researcher of Japan Science and Technology
AgencyApr. 2006 Lecturer of Department of Chemistry, Faculty of
Science and Technology, Sophia University
Apr. 2010 Associate Professor of Department of Materials andLife Sciences, Faculty of Science and Technology,
Sophia University
Apr. 2018 Professor of Department of Materials and Life
Sciences, Faculty of Science and Technology, Sophia
University (to the present)
Apr. 2023 Director of Center for Research Promotion & Support,
Sophia University (to the present)(Significant positions concurrently held)
Professor of Department of Materials and Life Sciences, Faculty of
Science and Technology, Sophia University
Director of Center for Research Promotion & Support, Sophia
University

Number of theCompany’s
shares held

Apr. 2001

TAKEOKA
Yuko(October 7, 1973)
Female10

New Candidate
Outside Director
Independent Officer0

Reason for the nomination of the candidate for Outside Director and expected role
Ms. TAKEOKA Yuko has been engaged in research centered on the synthesis and characterization offunctional polymers for many years, and is currently serving as a Professor of Department of Materials andLife Sciences, Faculty of Science and Technology, Sophia University. The Company has nominated her as a
candidate for Outside Director so that her expertise as a doctor of engineering, abundant experience, andwide-ranging knowledge will be reflected in the management of the Company from an outside perspective
and from an objective standpoint. Though Ms. TAKEOKA does not have a past experience being involvedin corporate management, for the above-mentioned reasons, the Company judges that Ms. TAKEOKA willappropriately perform her duties as Outside Director. In addition, if her election is approved, 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 Nomination and Remuneration
Advisory Committee.
Notes: 1. Mr. ISHIKAWA Motoaki serves as Representative Director of NCK Co., Ltd. The Company has a
trading relationship with NCK Co., Ltd. that includes the sale of products. No conflicts of interest
exist between any of the other candidates and the Company.
2. Messrs. OBAYASHI Hidehito and KATAOKA Kazunori and Mses. NAKAGAWA Miyuki and
TAKEOKA Yuko are candidates for Outside Director.
3. Mr. OBAYASHI Hidehito’s term of office as Outside Director of the Company will aggregate to 4
years as of the conclusion of this Ordinary General Meeting of Shareholders. Mr. KATAOKA
Kazunori’s term of office as Outside Director of the Company will aggregate to 3 years as of theconclusion of this Ordinary General Meeting of Shareholders. Ms. NAKAGAWA Miyuki’s term ofoffice as Outside Director of the Company will aggregate to 2 years as of the conclusion of thisOrdinary General Meeting of Shareholders.
4. The Company entered into agreements with Messrs. OBAYASHI Hidehito and KATAOKA Kazunoriand 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 faithwith no serious negligence to the minimum liability provided for by the relevant laws and regulations.
If their reelection is approved, the Company plans to renew the said limited liability agreement withthem respectively. Likewise, if Ms. TAKEOKA Yuko’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 to15

cover damages that may arise from the insureds, including the Directors, who are held liable for the
execution of their duties or receive claims filed against them in relation to the pursuit of suchliabilities. If each candidate is elected a Director, such Director 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 terms of office of Directors.
6. Mr. OBAYASHI Hidehito serves as Chairman Emeritus of Hitachi High-Tech Corporation. The
Company has transactions with Hitachi High-Tech Corporation that includes purchase of 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 Professor Emeritus at The University of Tokyo. The Company has
transactions with The University of Tokyo, such as contracted testing. However, the amount paid by
the Company as consideration for those transactions with The University of Tokyo is deemed
insignificant given that when averaged over the past 3 fiscal years, the payments amounted to lessthan 0.1% of annual ordinary revenue of The University of Tokyo.
8. The Company has notified the Tokyo Stock Exchange of status of Messrs. OBAYASHI Hidehito and
KATAOKA Kazunori and Ms. NAKAGAWA Miyuki as independent officers. If their reelections areapproved, the Company plans to notify the stock exchange of status of Messrs. OBAYASHI andKATAOKA and Ms. NAKAGAWA as independent officers again. Likewise, if Ms. TAKEOKA
Yuko’s election is approved, the Company plans to notify the stock exchange of Ms. TAKEOKA’s
status as an independent officer.

16

(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.

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

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(Reference) Skills matrix for the Company’s Board of Directors (in the event that each candidate is elected
at this General Meeting of Shareholders)
Director
Representative
KINOSHITA
Director,
KojiroChairman
Representative
YAGI Shinsuke
Director, President
Director, Senior
Executive Vice HONDA Takashi
President
Director,
ISHIKAWA
Senior Managing
MotoakiExecutive Officer
Director,
Senior Managing DAIMON Hideki
Executive Officer
Director,
MATSUOKAManaging
TakeshiExecutive Officer
OBAYASHI
Outside Director
Hidehito
Outside Director

KATAOKA
Kazunori

Outside Director

NAKAGAWA
Miyuki

Outside Director

TAKEOKA Yuko

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

●

●

●
●

●

●

●

●

●

●

●

●

●

●

●
●

●

●

●

●

●

●

●

●

●

●

●

●

●

●
●

●

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

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

[End of Document]19