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, 2020
To Those Shareholders with Voting Rights
KINOSHITA Kojiro
Representative Director,
President & CEO
Nissan Chemical Corporation
5-1, Nihonbashi 2-chome, Chuo-ku,
Tokyo, JapanNOTICE OF THE CONVOCATION OF
THE 150th ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 150th 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., Wednesday, June 24, 2020 (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., Wednesday, June 24, 2020 (Japan Time).
1. Date and Time:Thursday, June 25, 2020 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 150th
fiscal year (from April 1, 2019 to March 31, 2020) 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 150th fiscal year (from April
1, 2019 to March 31, 2020)
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Nine (9) Directors
Proposal No. 3: Election of One (1) Audit & Supervisory Board Member1*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(https://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 (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 current 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 ¥48 per common share of the Company.
Under this proposal, the total amount of dividends paid is ¥6,990,893,856.
As the Company paid an interim dividend of ¥42, the annual dividend for the current fiscal year is ¥90 per
share.
(3) Effective date of the distribution of surplus
June 26, 20203

Proposal No. 2: Election of Nine (9) Directors
The terms of office of all nine (9) Directors will expire at the conclusion of this Ordinary General Meeting of
Shareholders. Accordingly, the election of nine (9) Directors, including three (3) 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

MIYAZAKI Junichi

3

YAGI Shinsuke

4

MIYAJI Katsuaki

5

HONDA Takashi

6

SUZUKI Hitoshi

7

OHE Tadashi

Outside Director

Reelection

OutsideDirector

Independent
Officer

8

OBAYASHI Hidehito

Outside Director

Reelection

OutsideDirector

Independent
Officer

9

KATAOKA Kazunori

New
CandidateOutsideDirector

Independent
Officer

Position/responsibilities in the Company

Representative Director, President &CEO
Director, Senior Executive Vice
President
Corporate Strategy & Coordination
CFO
Internal Audit Department, Finance& Accounting Department, andEnvironment, Safety & Quality
Assurance Department
Senior Managing Executive Officer
Production Technology
Head of Production Technology
Department
Chemicals Division
Director, Managing Executive
Officer
Head of Corporate Planning
Department
CRO
Director, 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

4

Attribute
Reelection

Reelection

New
CandidateReelection

Reelection

Reelection

No.

Name
(Date of birth)

Career summary
Apr. 1977
Jun. 2002

KINOSHITA
Kojiro(April 19, 1948)
1

Joined the Company
Director, Head of Corporate Planning Department of
the Company
Jun. 2006 Managing Director of the Company
Jun. 2008 Representative Director, President & CEO of theCompany (to the present)(Position and responsibilities in the Company)
Representative Director, President & CEO

Number of theCompany’s
shares held

95,400Reelection

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
Representative Director and President & CEO of the Company since June 2008, 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.

5

No.

Name
(Date of birth)

Career summary
Apr. 1974

2

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
MIYAZAKI
32,700
Apr. 2007 Director, Head of Corporate Administration
Junichi
Department of the Company(October 9, 1951)
Jun. 2008 Managing Director of the Company
Reelection
Jun. 2011 Senior Managing Director of the Company
Apr. 2013 Director, Senior Executive Vice President of the
Attendance at
Company (to the present)
meetings of the(Position and responsibilities in the Company)
Board of Directors
Director, Senior Executive Vice President
12/12
Corporate Strategy & Coordination
CFO
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 a financial institution. 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.

6

No.

Name
(Date of birth)

Career summary
Apr. 1985
Apr. 2013
Apr. 2016

3

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 (to8,400
the present)(Position and responsibilities in the Company)
YAGI Shinsuke
Senior Managing Executive Officer(June 13, 1962)
Production Technology
Head of Production Technology Department
New Candidate
Chemicals Division(Significant position concurrently held)
President of Nissan Engineering Corporation
Reason for the nomination of the candidate for Director
Mr. YAGI Shinsuke has been engaged in production technology in the chemicals, pharmaceuticals, andperformance materials fields for many years, and has been engaged in safe and stable facility operation as
the Deputy Plant Manager of the Onoda Plant and the Plant Manager of the Sodegaura Plant. Since
becoming the Head of Production Technology Department in April 2018, he has been contributing to theimprovement of production systems for the Company Group’s products and to their stable supply. The
Company judges that Mr. YAGI is qualified to be a Director that performs decision-making on business
operations and oversees the execution of duties by Directors, and nominated him as a candidate for Director.

7

No.

Name
(Date of birth)

Career summary
Apr. 1985
Jun. 2010

4

Number of theCompany’s
shares held

Joined the Company
Director, Head of Chemical Research Laboratories of
the Company
Jun. 2011 Director, Head of Advanced Materials & Planning
Department of the Company
Apr. 2014 Director, Executive Officer, Head of Electronic
Materials Research Laboratories of the Company
Jun. 2014 Executive Officer, Head of Electronic Materials
Research Laboratories of the Company
Oct. 2014 Executive Officer, Head of Materials Research
12,600MIYAJI Katsuaki
Laboratories of the Company(January 27, 1961) Apr. 2016 Managing Executive Officer, Head of Corporate
Planning Department of the Company
Reelection
Jun. 2016 Director, Managing Executive Officer, Head ofCorporate Planning Department of the Company (to the
Attendance atpresent)
meetings of the(Position and responsibilities in the Company)
Board of Directors
Director, Managing Executive Officer
12/12
Head of Corporate Planning Department
CRO
Reason for the nomination of the candidate for Director
Mr. MIYAJI Katsuaki has been engaged in research for many years, and has undertaken tasks related tomaterials research as well as the creation of new products, which is the driving force for the Company
Group’s growth. Since April 2016, he has been focusing on understanding the status of business operations
in each division and achieving goals across the entire Company Group as Head of Corporate Planning
Department. The Company judges that Mr. MIYAJI 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. 1981
Feb. 1997
Jun. 2012

5

Number of theCompany’s
shares held

Joined the Company
Vice President of Nissan Chemical Europe GmbH
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
5,800
Director, Managing Executive Officer, Head of
HONDA Takashi
Jun. 2017 Agricultural Chemicals Division of the Company (to(March 8, 1959)
the present)(Position and responsibilities in the Company)
Reelection
Director, Managing Executive Officer
Head of Agricultural Chemicals Division
Attendance atPurchasing Department
meetings of the(Significant position concurrently held)
Board of Directors
President of NC Agro Hakodate Corporation
12/12
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

6

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
8,500
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
11/12
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. As the Head of the Materials Research Laboratories since April 2016, and as Headof the Performance Materials Division since April 2018, he has contributed to business expansion in theperformance materials field. The Company judges that Mr. SUZUKI qualifies 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. 1969
Apr. 1989

OHE Tadashi(May 20, 1944)

7

Reelection
Outside Director
Independent Officer

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. (tothe present)
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(Significant position concurrently held)
Attorney-at-law at Tadashi Ohe & Yutaka Tanaka Law OfficeOutside Corporate Auditor of Marui Group Co., Ltd.
Outside Director of JECO Co., Ltd.

Number of theCompany’s
shares held

3,000

Attendance atmeetings of theBoard of Directors
12/12

Reason for the nomination of the candidate for Outside Director
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.

11

No.

Name
(Date of birth)

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

OBAYASHI
Hidehito(April 22, 1944)
8

Reelection
Outside Director
Independent Officer

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
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 atmeetings of theOutside Director
Board of Directors(Significant positions concurrently held)
10/10
Chairman Emeritus of Hitachi High-Tech Corporation
Reason for the nomination of the candidate for Outside Director
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.

12

No.

Name
(Date of birth)

Career summary

Number of theCompany’s
shares held

Apr. 1979

9

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
Professor of Faculty of Industrial Science andOct. 1994
Technology at Tokyo University of Science
Professor of Graduate School of Engineering at The
Apr. 1998
University of Tokyo
Professor of Graduate School of Medicine at The
Jul. 2004
University of Tokyo
Director General of Innovation Center of
Jul.
2015
KATAOKA
0
NanoMedicine, Kawasaki Institute of Industrial
Kazunori
Promotion (to the present)(November 27,
Professor Emeritus and Project Professor at The
Jun. 2016
1950)
University of Tokyo (to the present)
New Candidate
Deputy Chairman of Kawasaki Institute of Industrial
Jul. 2016
Outside Director
Promotion (to the present)
Independent Officer(Significant positions concurrently held)
Deputy Chairman of Kawasaki Institute of Industrial Promotion
Director General of Innovation Center of NanoMedicine, Kawasaki
Institute of Industrial Promotion
Professor Emeritus and Project Professor at The University of Tokyo
Reason for the nomination of the candidate for Outside Director
Mr. KATAOKA Kazunori has been engaged in research involving the application of nanotechnologies in
the fields 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 has 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, for the abovementioned reasons, the Company judges that Mr. KATAOKA will appropriately perform his duties as
Outside Director.

Notes: 1. No conflicts of interest exist between any of the candidates and the Company.
2. Messrs. OHE Tadashi, OBAYASHI Hidehito and KATAOKA Kazunori are candidates for Outside
Director.
3. Mr. OHE Tadashi’s term of office as Outside Director of the Company will aggregate to five years asof the conclusion of this Ordinary General Meeting of Shareholders. Mr. OBAYASHI Hidehito’s termof office as Outside Director of the Company will aggregate to one year as of the conclusion of thisOrdinary General Meeting of Shareholders.
4. The Company entered into agreements with Messrs. OHE Tadashi and OBAYASHI Hidehito
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 theminimum liability provided for by the relevant laws and regulations. If their reelection is approved,
the Company plans to renew the same limited liability agreement with them respectively. Likewise, if
Mr. KATAOKA Kazunori’s election is approved, the Company plans to enter into the same limited
liability agreement with him.
5. 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 three13

fiscal years, the payments amounted to less than 0.1% of annual consolidated revenues of Hitachi
High-Tech Corporation.
6. Mr. KATAOKA Kazunori serves as the Professor Emeritus and Project Professor at The University ofTokyo. 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 three fiscal years,
the payments amounted to less than 0.1% of annual ordinary revenue of The University of Tokyo.
7. Mr. OHE Tadashi is scheduled to retire as an Outside Corporate Auditor of Marui Group Co., Ltd. atthe end of its 84th Ordinary General Meeting of Shareholders, which is scheduled to be held in 2020.
8. Mr. KATAOKA Kazunori is scheduled to be appointed as a Director of NanoCarrier Co., Ltd. at its
24th Ordinary General Meeting of Shareholders, which is scheduled to be held in 2020.
9. The Company has notified the Tokyo Stock Exchange of status of Messrs. OHE Tadashi and
OBAYASHI Hidehito as independent officers. If their reelection is approved, the Company plans to
notify the stock exchange of status of Messrs. OHE and OBAYASHI as independent officers again.
Likewise, if Mr. KATAOKA Kazunori’s election is approved, the Company plans to notify the stock
exchange of Mr. KATAOKA’s status as an independent officer.

14

Proposal No. 3: Election of One (1) Audit & Supervisory Board Member
The term of office of Audit & Supervisory Board Member, Mr. SUZUKI Norihiro will expire at theconclusion of this Ordinary General Meeting of Shareholders. Accordingly, election of one (1) Audit &Supervisory Board Member is proposed.
The Audit & Supervisory Board has already given its approval to this proposal based on the report of theNomination and Remuneration Advisory Committee, a majority of whose members are independent Outside
Directors.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary
Joined The Norinchukin Bank
General Manager of Naha Branch of The
Norinchukin Bank
Jul. 2008 General Manager of Cooperative Finance &Administration (Kanto Area) Div. of The
Norinchukin Bank
Jun. 2010 Seconded to Eiraku Co., Ltd. as President(currently Norinchukin Facilities Co., Ltd.)
Jun. 2012 Managing Director of The Norinchukin Bank
Jun. 2014 Director of Nochu Business Support Co., Ltd.,and Director of Nochu Information System Co.,
Ltd.
Jun. 2016 Outside Audit & Supervisory Board Member of
the Company (to the present)(Position in the Company)
Outside Audit & Supervisory Board Member

Number of theCompany’s
shares held

Apr. 1983
Feb. 2003

SUZUKI Norihiro(June 4, 1960)
Reelection
Outside Audit &Supervisory Board
MemberIndependent Officer

2,300

Attendance at meetings ofthe Board of Directors
12/12
Attendance at meetings of
the Audit & Supervisory
Board
12/12

Reason for the nomination of the candidate for Outside Audit & Supervisory Board Member
Mr. SUZUKI Norihiro possesses abundant experience and extensive knowledge including advanced expertisein finance developed through his long-time career in a financial institution. The Company judges Mr.
SUZUKI 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 from an 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. SUZUKI Norihiro and the Company.
2. Mr. SUZUKI Norihiro is a candidate for Outside Audit & Supervisory Board Member.
3. Mr. SUZUKI Norihiro’s term of office as Audit & Supervisory Board Member of the Company will
aggregate to four years as of the conclusion of this Ordinary General Meeting of Shareholders.
4. Although Mr. SUZUKI Norihiro 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 (four years have passed as of the date of the15

current Ordinary General Meeting of Shareholders). For this reason, the Company deems that hefulfills its independence standards for Outside Officers and that there is no possibility of a conflict ofinterest arising with general shareholders.
5. The Company has notified the Tokyo Stock Exchange of status of Mr. SUZUKI Norihiro as anindependent officer. If his reelection is approved, the Company plans to notify the stock exchange ofstatus of Mr. SUZUKI as an independent officer again.

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.

17

(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 Nine (9) Directors” is approved withoutchange.
Committee chair: KINOSHITA Kojiro (President & CEO)
Committee member: OHE Tadashi (independent Outside Director)
Committee member: OBAYASHI Hidehito (independent Outside Director)
Committee member: KATAOKA Kazunori (independent Outside Director)[End of Document]18