Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 4025
March 8, 2024
To Our Shareholders:
Takamoto Taki, Representative Director, President
Taki Chemical Co., Ltd.
2 Midorimachi, Befu-cho, Kakogawa-shi, Hyogo

Notice of the 105th Annual General Meeting of Shareholders
We are pleased to announce the 105th Annual General Meeting of Shareholders of Taki Chemical Co., Ltd. (the“Company”), which will be held as indicated below.
Information that constitutes the content of reference documents for the General Meeting of Shareholders, etc.
(excluding the voting form) for this Annual General Meeting of Shareholders (matters for which measures forproviding information in electronic format are to be taken) has been provided in electronic format, so please accessthe Company’s website below and confirm the contents.
Company’s website: https://www.takichem.co.jp/ir/sokai/index.html (in Japanese)
Matters for which measures for providing information in electronic format are to be taken are also provided inelectronic format on the Tokyo Stock Exchange (TSE) website. Please access the TSE website (Listed Company
Search), enter “Taki Chemical” in “Issue name (company name)” or “4025” in “Code” and select “Basic information”
and then “Documents for public inspection/PR information” to confirm the information.
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
You may exercise your voting rights either by sending the voting form back to us or via the Internet, etc. Please
review the Reference Documents for the General Meeting of Shareholders, and exercise your voting rights by
5:20 p.m. on Tuesday, March 26, 2024.

-1-1. Date and Time: Wednesday, March 27, 2024, at 10 a.m. (JST) (Reception is scheduled to open at 9:15 a.m.)
2. Venue:
2nd floor of Kakogawa Plaza Hotel
800 Mizonokuchi, Kakogawa-cho, Kakogawa-shi, Hyogo
3. Purpose of the Meeting
Matters to be reported:
1. Business Report, Consolidated Financial Statements and Audit Reports of the Consolidated Financial
Statements by the Financial Auditor and the Audit & Supervisory Committee for the 105th Fiscal Year (FromJanuary 1, 2023 to December 31, 2023)
2. Non-consolidated Financial Statements for the 105th Fiscal Year (From January 1, 2023 to December 31,
2023)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Partial Amendments to the Articles of Incorporation
Proposal No. 3
Election of Seven Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)- If you attend the meeting, please submit the voting form enclosed herewith to the reception desk in the venue.
- If revisions to the matters for which measures for providing information in electronic format are to be taken arise, a notice of therevisions will be posted on the Company’s website and the TSE website on page 1.
- The following matters are not provided in the documents delivered to shareholders who have requested the delivery of paper-based
documents as provided for by the provisions of laws and regulations and Article 16 of the Articles of Incorporation of the Company.
- System to ensure properness of operations, and the operational status of the system- Consolidated Statements of Changes in Net Assets- Notes to Consolidated Financial Statements- Non-consolidated Statements of Changes in Net Assets- Notes to Non-consolidated Financial Statements
Documents that are delivered to shareholders who have requested the delivery of paper-based documents are part of the Business-

Report audited by the Audit & Supervisory Committee, and Consolidated and Non-consolidated Financial Statements audited by the
Financial Auditor and Audit & Supervisory Committee.
Please note that the meeting will be conducted in Japanese only.

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Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows:
Year-end dividend
The Company recognizes the return of profit to its shareholders as a key management priority, and it maintains a
policy of paying stable dividends on a continual basis. Moreover, the Company proposes to allocate profits to capital
investment, research and development investment, and rationalization investment to improve sustainable
development and the corporate value of the Company.
The Company has given comprehensive consideration to a range of factors including the enhancement of businessstructure, future business development and business performance, and it proposes to pay a year-end dividend for the105th fiscal year of ¥50, consisting of an ordinary dividend of ¥45 and a commemorative dividend to commemorate
the construction of the new head office building of ¥5 per share, to repay the support of shareholders.
(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and the aggregate amount thereof
The Company proposes to pay a dividend of ¥50 per common share of the Company.
In this event, the total dividends will be ¥423,306,200.
(3) Effective date of dividend of surplus
The effective date of the dividend will be March 28, 2024.

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Proposal No. 2

Partial Amendments to the Articles of Incorporation

1. Reasons for the change
In order to improve the fairness, transparency and objectivity of the Board of Directors, Article 24 of theCompany’s Articles of Incorporation is to be amended to allow the appointment of an Independent Outside
Director as the convener and chairperson of the Board of Directors.
2. Details of the amendments
The details of the amendments are as follows:
The Articles of Incorporation remain unchanged except for the following article.
(Underlined sections are the details of the amendments.)
Current Articles of Incorporation
Proposed Amendment(Convener and Chairperson of the Board of Directors)(Convener and Chairperson of the Board of Directors)
Article 24.
Article 24.
1. The Board of Directors Meeting shall be convened by a
1. The Board of Directors Meeting shall be convened by the
Director stipulated by the Board of Directors in advance byDirector and President, who shall act as chairperson at themeeting unless otherwise stipulated in laws and ordinances.
resolution of the Board of Directors, who shall act aschairperson at the meeting unless otherwise stipulated inlaws and ordinances.
2. In the absence or disability of that Director due to an
2. In the absence or disability of the Director and President
due to an accident, another Director of the Company, in an
accident, another Director of the Company, in an order
order previously determined by the Board of Directors,
previously determined by the Board of Directors, shall
shall convene and preside at meetings of the Board ofconvene and preside at meetings of the Board of Directors.
Directors.

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Proposal No. 3

Election of Seven Directors (Excluding Directors Who Are Audit & Supervisory Committee
Members)

The terms of office of all seven Directors (excluding those who are Audit & Supervisory Committee Members) will
expire at the conclusion of this Annual General Meeting of Shareholders. Therefore, the Company proposes theelection of seven Directors (excluding those who are Audit & Supervisory Committee Members).
As for this proposal, the Audit & Supervisory Committee of the Company has judged that all the candidates for
Directors (excluding Directors who are Audit & Supervisory Committee Members) are eligible.
Candidates for Directors (excluding Directors who are Audit & Supervisory Committee Members) are as follows:
Candidate
No.

1

2

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompanyowned(Significant concurrent positions outside the Company)
Apr. 1977
Joined the Company
Mar. 1992
General Manager, Financing & Accounting
Department
Takamoto Taki
Mar. 1993
Director(June 23, 1954)
18,029 sharesMar. 1995
Managing Director
Mar. 1996
Representative Director and Senior Managing[Re-election]
Director
Mar. 1997
Representative Director, President (current
position)■ Reasons for nomination as candidate for Director
The individual nominated as candidate was judged to possess extensive experience and knowledge related to theCompany’s overall business through his career at various departments. And, taking into consideration his performanceas the Company’s Representative Director, President, he is expected to play an appropriate role in the determination ofsignificant management issues and the supervision of business execution. For these reasons, the Company proposes tocontinue appointing the individual as Director.
Apr. 2008
Joined the Company
Sept. 2020
Senior Manager (Sp. Charge), Financing &Accounting Department
Mar. 2021
Director, Executive Officer in charge ofFinancing & Accounting Department
Katsuhiko Taki
Mar. 2022
Director, Managing Executive Officer(November 7, 1983)
supervising Fertilizer Business Department and
9,791 shares
Chemicals Business Department, and in charge[Re-election]of Financing & Accounting Department
Mar. 2023
Director, Senior Managing Executive Officer
supervising Fertilizer Business Department andChemicals Business Department, and in chargeof Financing & Accounting Department andPurchasing Department (current position)■ Reasons for nomination as candidate for Director
The individual nominated as candidate was judged to possess extensive experience and knowledge related to theCompany’s overall business through his career at departments of fertilizer manufacturing, chemicals manufacturing,production technology, purchases, accounting, fertilizer business, and chemicals business. And, taking into
consideration his performance as the Company’s Director, Senior Managing Executive Officer, he is expected to play
an appropriate role in the determination of significant management issues and the supervision of business execution.
For these reasons, the Company proposes to continue appointing the individual as Director.
Name(Date of birth)-5-

Candidate
No.

3

4

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompanyowned(Significant concurrent positions outside the Company)
Apr. 1983
Joined the Company
Apr. 2013
General Manager, Fertilizer Business
Department
Mar. 2016
Associate Director
Mar. 2017
Director
Mar. 2020
Director, Executive Officer in charge of
Hisamori Kanaji
Fertilizer Business Department and General(January 10, 1961)
6,032 shares
Manager, Fertilizer Business Department
Mar.
2021
Director,
Executive
Officerinchargeof[Re-election]
Fertilizer Business Department and Chemicals
Business Department
Mar. 2023
Director, Managing Executive Officer in chargeof Fertilizer Business Department andChemicals Business Department (current
position)■ Reasons for nomination as candidate for Director
The individual nominated as candidate was judged to possess abundant experience and knowledge related to theCompany’s business through his career mainly at the sales department. And, taking into consideration his performanceas the Company’s Director, Managing Executive Officer, he is expected to play an appropriate role in the determinationof significant management issues and the supervision of business execution. For these reasons, the Company proposes
to continue appointing the individual as Director.
Apr. 1985
Joined the Company
Apr. 2013
General Manager, General Affairs & Personnel
Department
Feb. 2017
Senior Manager (Sp. Charge), General Affairs& Personnel Department
President and Representative Director of
SHIKISHIMA-SHOJI CO., LTD.
Takahisa Masaki
Mar. 2017
Associate Director of the Company(November 24, 1962)
2,305 sharesMar. 2020
Director, Executive Officer in charge ofGeneral Affairs & Personnel Department[Re-election]
Mar. 2022
Director, Executive Officer in charge ofGeneral Affairs & Personnel Department andInternal Audit Department
Mar. 2023
Director, Executive Officer in charge ofGeneral Affairs & Personnel Department,Internal Audit Department, and Real EstateBusiness Department (current position)■ Reasons for nomination as candidate for Director
The individual nominated as candidate was judged to possess abundant experience and knowledge related to theCompany’s business through his career mainly at the sales department and the general affairs and personnel department
in addition to experience of corporate management at a subsidiary company. And, taking into consideration his
performance as the Company’s Director, Executive Officer, he is expected to play an appropriate role in thedetermination of significant management issues and the supervision of business execution. For these reasons, theCompany proposes to continue appointing the individual as Director.
Name(Date of birth)-6-

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompanyowned(Significant concurrent positions outside the Company)
Jan. 1990
Joined the Company
Apr. 2015
General Manager, Management Planning
Department
Hiroyuki Izutsu
Mar. 2020
Associate Executive Officer(October 19, 1965)
Mar. 2021
Director, Executive Officer in charge of
1,845 shares
Management Planning Department and Internal[Re-election]
Control Section
Mar. 2022
Director, Executive Officer in charge ofManagement Planning Department and CSR(current position)■ Reasons for nomination as candidate for Director
The individual nominated as candidate was judged to possess abundant experience and knowledge related to theCompany’s business through his career mainly at the research and development department and the management
planning department. And, taking into consideration his performance as the Company’s Director, Executive Officer, heis expected to play an appropriate role in the determination of significant management issues and the supervision ofbusiness execution. For these reasons, the Company proposes to continue appointing the individual as Director.
Apr. 1987
Joined the Company
Apr. 2015
General Manager, Production Tech. &Engineering Department
Mar. 2020
Associate Executive Officer
Apr. 2021
Vice General Manager, Head Factory
Goro Suzuki
Mar. 2022
Director, Executive Officer in charge of(December 10, 1964)
1,907 shares
Research Division and General Manager,
Research Division[Re-election]
Mar. 2023
Director, Executive Officer in charge of
Research Division, General Manager, Research
Division, and Leader in charge of theMushroom Business Project Team (current
position)■ Reasons for nomination as candidate for Director
The individual nominated as candidate was judged to possess abundant experience and knowledge related to theCompany’s business through his career mainly at the research and development department. And, taking into
consideration his performance as the Company’s Director, Executive Officer, he is expected to play an appropriate rolein the determination of significant management issues and the supervision of business execution. For these reasons, theCompany proposes to continue appointing the individual as Director.
Apr. 1988
Joined the Company
Apr. 2016
General Manager, Engineering Department(current position)
Mar. 2020
Associate Executive Officer
Kazunari Izumi
Apr. 2021
Associate Executive Officer, Vice General(January 4, 1965)
2,707 shares
Manager, Head Factory
Mar. 2022
Executive Officer, General Manager, Head
[Re-election]
FactoryMar. 2023
Director, Executive Officer in charge of Head
Factory and General Manager, Head Factory(current position)■ Reasons for nomination as candidate for Director
The individual nominated as candidate was judged to possess abundant experience and knowledge related to theCompany’s business through his career mainly at the research and development department and the manufacturing
department. And, taking into consideration his performance as the Company’s Director, Executive Officer, he isexpected to play an appropriate role in the determination of significant management issues and the supervision ofbusiness execution. For these reasons, the Company proposes to continue appointing the individual as Director.
1. Candidate Katsuhiko Taki, Director, Senior Managing Executive Officer of the Company, is the oldest son of Takamoto
Taki, Representative Director, President of the Company.
2. There is no special interest between any of the candidates and the Company.

Candidate
No.

5

6

7

Notes:

Name(Date of birth)-7-

3. To secure excellent human resources and avoid impairing the execution of duties, the Company plans to conclude anindemnification agreement outlined below with the all candidates proposed hereto for election.
(Summary of the content of the indemnification agreement)(1) Scope of indemnification
The Company will cover the expenses set forth in Article 430-2, paragraph (1), item (i) of the Companies Act andthe loss set forth in item (ii) of the same paragraph within the extent stipulated by laws and regulations.
(2) Measure to be taken so that the properness of execution of duties
The Board of Directors will reach a decision as to whether or not compensation is required, and the extent of thatcompensation.
(3) Exclusions from indemnification
・Portion of litigation expenses that exceeds the amount of expenses normally required
・If the Company is to compensate for damages, etc. in the event that the indemnified Director (hereafter, the“indemnified person”) is liable to the Company under Article 423, paragraph (1) of the Companies Act, theportion of the damages, etc. that relates to such liability
・All of the damages, etc. for which the indemnified person is liable due to his/her malicious intent or grossnegligence in performing his/her duties(4) Cases requiring the indemnified person to return all or part of the compensation to the Company
・If it is found that the indemnified person has performed his/her duties for the purpose of gaining unjust benefits
for him/herself or a third party or causing damage to the Company, all of the compensated expenses, etc. must
be returned to the Company.
4. To secure excellent human resources and avoid impairing the execution of duties, the Company enters into the Directors
and Officers Liability Insurance Policy (D&O insurance policy) outlined below. All candidates proposed hereto forelection have already been insured as Directors. If this proposal is approved and adopted in its original form, the insurance
policy will be renewed with all of the candidates as Directors who are not Audit & Supervisory Committee Members.
(Summary of the content of D&O insurance policy)(1) Actual proportion of insurance premium paid by the insured
Insurance premiums including those of special contracts shall be borne by the Company. The insured is not to bearactual premium costs.
(2) Summary of events to be insured against damages
Damage caused by an officer, etc. as an insured taking responsibility concerning the execution of duties or
receiving a claim filed in connection with the determination of liability, may be covered by the insurance including
its special contract; provided, however, that an exemption would apply to certain cases where the insured conducted
the act knowing that it is illegal, among others.
(3) Measure to be taken so that the properness of execution of duties by the Officer, etc. will not be impaired by thecontract
The D&O insurance policy provides the amount deductible. Damage with an amount smaller than the amountdeductible shall not be insured.

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Reference: Directors Diversity Matrix
If Proposal No. 3 and the selection of Executive Officers with Special Titles and Executive Officers at the meetingof the Board of Directors to be held after the conclusion of this Annual General Meeting of Shareholders are approved,
the composition of the Board of Directors and the Audit & Supervisory Committee, as well as the areas where each
Director is expected to utilize their particular expertise and experience, will be as follows:

Name

Position

Legal
Finance/affairs/
Corporate accountrisk
manageing/
ment
finance & management
economics

Personnel& laborResearch
Manufacaffairs/&
Sales/
turing/humandevelopmarketing
quality
resourcesmentdevelopment

IT/digitalinformation
security

Sustainability/
ESG

Representative●●●●
Director, Chairman
Representative●●●●
Katsuhiko Taki
Director, President
Director●●
Hisamori Kanaji Managing
Executive Officer
Director●●●●
Takahisa Masaki Managing
Executive Officer
Director, Executive●●●●
Hiroyuki Izutsu
Officer
Director, Executive●●●
Goro Suzuki
Officer
Director, Executive●●●●
Kazunari Izumi
Officer
Director
Full-Time Audit &MasahikoSupervisory●●
Shimoyama
Committee
MemberIndependent
Outside Director
Audit &●●●●
Hiroaki Tamura
Supervisory
Committee
MemberIndependent
Outside Director
Audit &●●●
Tatsuo Iwaki
Supervisory
Committee
MemberIndependent
Outside Director
Audit &●●●●
Shozo Shigeta
Supervisory
Committee
MemberIndependent
Outside Director
Audit &●●●
Noriko Kitajima Supervisory
Committee
MemberNotes: 1. A maximum of four areas where each person possesses expertise and experience have been marked with ●.
2. Under corporate management above, for internal Directors, persons with experience serving as Representative Director(including at major subsidiaries), and for Outside Directors, persons with experience serving as an internal Director at one
or more other companies have been marked with ●.
Takamoto Taki

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Reference: Independence Criteria of Outside Directors
To meet the independence criteria, an Outside Director must, in addition to meeting the requirements for outside
officers as stipulated in the Companies Act and the criteria for independence set by Tokyo Stock Exchange, Inc., notfall under any of the following conditions recently.
1. A major shareholder of the Company (those who directly or indirectly hold 10% or more of voting rights at theend of the most recent fiscal year) or an executive thereof
2. A party whose major business partner (a major business partner is a counterparty that accounts for more than 2%of a company’s annual consolidated net sales for the most recent fiscal year. The same applies hereinafter.) is theCompany or an executive thereof
3. A major business partner of the Company or an executive thereof
4. A senior partner or partner of the Financial Auditor of the Company
5. A consultant, lawyer, certified public accountant, or other professional service provider who receives more than
¥10 million in annual compensation or other financial benefits from the Company other than remuneration as an
officer
6. A person belonging to an organization that receives annual donations of more than ¥10 million from the Company
7. A person who has served as an Outside Director of the Company for more than eight years- 10 -