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. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Stock Exchange Code 4968)
May 31, 2023
(Date of commencement of electronic provision measures: May 25, 2023)
To Shareholders with Voting Rights:
Takashi Une
Representative Director and President
ARAKAWA CHEMICALINDUSTRIES, LTD.
1-3-7, Hiranomachi, Chuo-ku, Osaka, JapanNOTICE OF THE 93rd ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:
You are cordially notified of the 93rd Annual General Meeting of Shareholders of ARAKAWA CHEMICALINDUSTRIES, LTD. (the “Company”). The meeting will be held for the purposes as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic
provision and thus posted the matters regarding measures for electronic provision on the following website on
the Internet as the “NOTICE OF THE 93rd ANNUAL GENERAL MEETING OF SHAREHOLDERS.”The Company's website: https://www.arakawachem.co.jp/en/ir/
In addition to the above, the information is also posted on the following website.
Tokyo Stock Exchange (TSE) website
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the above TSE website, enter or search for the Company name or stock exchange code andselect “Basic information” and then “Documents for public inspection/PR information” to find theinformation.
In lieu of attending the meeting, you can exercise your voting rights in writing or via the Internet as statedin the Guidance on Exercise of Voting Rights on page 3, so in this case please review the Reference
Documents for the General Meeting of Shareholders included in the matters regarding measures for electronic
provision, and exercise your voting rights no later than 5:30 p.m. on Monday, June 19, 2023, Japan time.
Tuesday, June 20, 2023 at 10:00 a.m. Japan time
1. Date and Time:(Reception opens from 9:00 a.m. Japan time.)
2. Place:
2F CITYPLAZA OSAKA, SAN
2-31, Honmachibashi, Chuo-ku, Osaka
3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements, and Nonconsolidated Financial Statements for the Company’s 93rd Fiscal Year (April
1, 2022 - March 31, 2023)
2. Results of audits by the Accounting Auditor and the Audit & Supervisory
Committee of the Consolidated Financial Statements for the Company’s 93rd
Fiscal Year
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of 7 Directors (excluding Directors who are Audit & Supervisory
Proposal 2:
Committee Members)

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
Among the matters regarding measures for electronic provision, principal business activities, key sales offices and plants, thesituation of employees, key lenders, and other important matters concerning the current situation of the Group, the situation of
Accounting Auditor, the basic policy on internal control and status of operations, Consolidated Statements of Changes in Equity,
Notes to the Consolidated Financial Statements, Non-consolidated Statements of Changes in Equity, and Notes to the Nonconsolidated Financial Statements are not included in the documents delivered to shareholders in accordance with the provisionsof laws and regulations and Article 15, Paragraph 2 of the Articles of Incorporation of the Company.
If revisions to the matters regarding measures for electronic provision arise, the revised versions will be posted on the Company's
website and the TSE website.

-2-

Guidance on the Exercise of Voting Rights

Exercise of Voting Rights in Writing:
Please indicate your consent/dissent for the proposals on the enclosed Voting Rights Exercise Form andreturn it to us so that it arrives no later than 5:30 p.m. Japan Time on Monday, June 19, 2023. If neither
consent nor dissent for a proposal is indicated on the Voting Rights Exercise Form, it shall be deemed as
an indication of consent.

Exercise of Voting Rights via the Internet, etc.:
Please access the website for the exercise of voting rights (https://evote.tr.mufg.jp/) and enter your vote foror against for each proposal no later than 5:30 p.m. Japan Time on Monday, June 19, 2023.
For details, please see the “Guidance on Exercise of Voting Rights via the Internet, etc.” on the next page.
For shareholders using a smartphone
If you exercise your voting rights via smartphone, you can log in to the website without entering the
Login ID and the Temporary Password.

Handling of a voting right exercised multiple times
1)

If you have exercised a voting right both in writing and via the Internet, the content of the voting right
exercised via the Internet will be considered valid.

2)

If you have exercised a voting right more than once via the Internet, only the last vote will beconsidered effective.

If you attend the meeting:
Please submit the enclosed Voting Rights Exercise Form at the reception desk on the day of the meeting.

-3-

Guidance on Exercise of Voting Rights via the Internet, etc.
If you exercise your voting rights via the Internet, please use your smartphone, personal computer, or othermethods to access the website for the exercise of voting rights (https://evote.tr.mufg.jp/) designated by theCompany, and exercise your voting rights by following the instructions on the screen.
Deadline for the exercise of voting rights:
No later than 5:30 p.m. Japan Time on Monday, June 19, 2023
* Please note that no votes can be accepted from 2:00 a.m. to 5:00 a.m.
Login with a QR CodeIf you use a smartphone:
Scanning the QR Code for Login will allow you to log in to the website without the need for entering the
Login ID and the Temporary Password.
(1) Scan the QR Code.
Scan the QR Code for Login printed at the right-hand side of the enclosed Voting Rights
Exercise Form using your smartphone.
(2) Select a method for exercising your voting rights.
The screen displays methods for entering your vote for or against the proposals. Please selectthe method you desire.
(3) Select Approval or Disapproval for each proposal.
Select Approval or Disapproval for each proposal by following the instructions on the screen.
QR Code is a registered trademark of Denso Wave Incorporated.

To Institutional Shareholders,Institutional shareholders who have applied in advance to use the electronic voting platform operated by
ICJ, Inc. may use the platform to exercise their voting rights.
When logging in to the website with a personal computer:
Please log in to the website by following the guidance note on the next page.

-4-

If you log in to the website using the Login ID and Temporary Password:
Please access the website for the exercise of voting rights (https://evote.tr.mufg.jp/), log in using the LoginID and Temporary Password printed on the enclosed Voting Rights Exercise Form and enter your vote foror against for each proposal by following the instructions on the screen.
(1) Access the website for the exercise of voting rights(https://evote.tr.mufg.jp/).
(2) Log in to the website.
(3) Change the password.
Note: You may not be able to use the website in such Internet environments as those using
firewalls, etc. for the Internet connection, those using anti-virus programs, those with aproxy server, or those where TLS encrypted communications are not specified.
Click on the “Next” button.
Enter the Login ID and the Temporary Password printed on the Voting Rights Exercise Form.
Click on the “Log in” button.
Enter the “Current Password,” “New Password,” and “New Password (for confirmation),”respectively. Please make sure that you do not forget your new password.
(5) Click on the “Send” button.
(1)
(2)
(3)
(4)

Follow the instructions on the screen and select Approval or Disapproval.
If you have exercised a voting right more than once via the Internet, only the last vote will be consideredeffective. If you have exercised a voting right both on a PC and on a smartphone, only the last vote will beconsidered effective.
Notes(1) Please note that to prevent improper access (“impersonation”) or vote-altering by non-shareholders, youwill be asked to change your Temporary Password on the website for the exercise of voting rights.
(2) You will be notified of your new Login ID and Temporary Password every time a General Meeting of
Shareholders is convened.
(3) Any fees incurred for accessing the website for the exercise of voting rights (such as Internet connectionfees) will be borne by shareholders.
Inquiries related to systems, etc.
Mitsubishi UFJ Trust and Banking Corporation
Stock Transfer Agency Division (Help Desk)
Phone: 0120-173-027 (toll-free, within Japan)(Hours: 9:00 a.m. to 9:00 p.m.)-5-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

The Company’s basic policy is to maintain a stable, continuous dividend while proactively implementing
shareholder return measures.
In order to strengthen management foundations and achieve sustainable growth, the Company intends toactively utilize internal reserves to ensure the soundness of its financial position, invest in research anddevelopment, make capital investments, and strengthen Group systems to facilitate synergies in developing
technology and customer demand, etc., and shall thus endeavor to enhance business performance.
Under these policies, the Company has recorded a net loss for the fiscal year under review, but it was
associated with the management judgment toward sustainable growth in Hydrogenated Hydrocarbon Resin
business and was largely attributable to temporary factors. Therefore, the Company proposes a year-end
dividend of 24 yen per share. As a result, the annual dividend for the fiscal year under review will total 48 yen
per share including an interim dividend of 24 yen.
In addition, as other items related to the appropriation of surplus, the Company proposes a partial reversalof the general reserve pursuant to the provision of Article 452 of the Companies Act.
1. Items Related to the Year-end Dividend(1) Type of dividend property

Cash(2) Items related to the allocationof dividend property toshareholders and its total
amount24 yen per common share
Total of 476,133,816 yen(3) Date the distribution of
surplus comes into effectJune 21, 2023

2. Other Items Related to the Appropriation of Surplus(1) Surplus item to be decreased
and its amount

General reserve

7,000,000,000 yen(2) Surplus item to be increased
and its amount

Retained earnings brought forward

7,000,000,000 yen-6-Proposal 2:

Election of 7 Directors (excluding Directors who are Audit & Supervisory Committee
Members)

The terms of office of all 9 Directors (excluding Directors who are Audit & Supervisory Committee
Members) will expire at the conclusion of this year’s Annual General Meeting of Shareholders. Accordingly,
the election of 7 Directors (excluding Directors who are Audit & Supervisory Committee Members) is
proposed.
The candidates were decided by the Board of Directors upon the receipt of the report issued by the
Nomination Advisory Committee.
The candidates for Directors (excluding Directors who are Audit & Supervisory Committee Members) are
as follows:No.
Name
Positions and responsibilities in the Company
1

Reappointment

Takashi Une

2

Reappointment

Nobuyuki Takagi

3

Reappointment

Toru Nobuhiro

4

Reappointment

Hirohiko Morioka

5

Reappointment

Takumi Okazaki

6
7

Reappointment
OutsideReappointment
OutsideRepresentative Director and PresidentManaging Director; in charge of Strategic
Purchasing; General Manager, Corporate
Planning H.Q., Corporate Planning Department
Managing Director; in charge of KIZUNA
Promotion; General Manager, Administrative
H.Q.
Director; General Manager, Tokyo Office;General Manager, Business H.Q.
Director; in charge of Quality Assurance;
General Manager, R&D Center; General
Manager, Research and Development H.Q.

Daisaburo Akita

Non-executive Director

Elizabeth Masamune

Non-executive Director

-7-

No.

Name
(Date of birth)

Past experience, positions and significant concurrent positions
April 1983
June 2010

1

2

Number ofshares of theCompany held

Joined the Company
Director, the Company; Representative Director and President,
Pelnox, Ltd.
April 2012
Director; General Manager, Management Planning Department;in charge of Purchasing, the Company
October 2012Managing Director
April 2016
Managing Director; Chief Business Officer (Business H.Q.);
Takashi Une
General Manager, Business H.Q.
(November 17, 1960)
80,800April 2017Managing Director; Chief Business Officer (Business H.Q.);
Reappointment
General Manager, Business H.Q.; General Manager, Coating
Chemicals Division, Business H.Q.
December 2017 Representative Director and President; Chief Business Officer(Business H.Q.); General Manager, Business H.Q.; General
Manager, Coating Chemicals Division, Business H.Q.
April 2018
Representative Director and President
To present[Reason for nomination as candidate for Director]
Mr. Takashi Une has been involved in administration and planning departments, including overseas, over many years, andafter serving as general manager of a plant, President of a subsidiary, general manager of the management planningdepartment, and Managing Director and Chief Business Officer, has been serving as Representative Director and President
since December 2017, and possesses abundant experience in regard to the overall management of the Group and business
management. The Company has judged that he will be able to utilize this experience to continue playing a sufficient role in
the enhancement of the Group’s corporate value and growth into a true global company, and has therefore nominated him
as a candidate to continue serving as Director.
April 1988
Joined the Company
April 2013
Officer; General Manager, Strategic Purchasing Division
April 2018
Officer; General Manager, Coating Chemicals Division,
Business H.Q.
June 2018
Director; General Manager, Coating Chemicals Division,
Business H.Q.
April 2019
Director; General Manager, Management Planning Department
April 2020
Director; in charge of Strategic Purchasing; General Manager,
Nobuyuki TakagiManagement Planning Department(November 1, 1964)
20,000April 2021
Director; in charge of Strategic Purchasing and Business
Reappointment
Strategy; General Manager, Management Planning Department
June 2022
Managing Director; in charge of Strategic Purchasing andBusiness Strategy; General Manager, Management Planning
Department
April 2023
Managing Director; in charge of Strategic Purchasing; General
Manager, Corporate Planning H.Q. and Corporate Planning
Department
To present[Reason for nomination as candidate for Director]
Mr. Nobuyuki Takagi has been involved in research, sales, and planning departments, and has served as General Manager
of Strategic Purchasing Division, Director and General Manager of Coating Chemicals Division, Business H.Q., andManaging Director and General Manager of Management Planning Department. Currently, he serves as Managing Director
and General Manager of Corporate Planning H.Q. and possesses abundant experience in regard to material and sales
departments, and overall management. The Company has judged that he will be able to utilize this experience to continue
playing a sufficient role in the enhancement of the Group’s corporate value and growth into a true global company, and has
therefore nominated him as a candidate to continue serving as Director.

-8-

No.

Name
(Date of birth)

Past experience, positions and significant concurrent positions
April 1984
June 2008

3

4

Number ofshares of theCompany held

Joined the Company
Director; General Manager, Administrative Management
Division; General Manager, Financial & Accounting
Department, Administrative Management Division; General
Manager, Data Processing Department, Administrative
Management Division
October 2010
Director; General Manager, Administrative Management
Division; General Manager, Data Processing Department,
Administrative Management Division
April 2014
Director; General Manager, Management Planning Department
Toru Nobuhiro
June 2015
Managing Director(July 21, 1960)
April 2016
Managing Director; Chief Strategy Officer (Strategic Purchasing
63,840
Reappointment
and Management Planning); General Manager, Management
Planning Department
April 2018
Managing Director; in charge of Strategic Purchasing, General
Manager, Management Planning Department
April 2019
Managing Director; in charge of Strategic Purchasing; andSHIFT Promotion
April 2020
Managing Director; in charge of SHIFT Promotion; General
Manager, Administrative H.Q.
April 2021
Managing Director; in charge of KIZUNA Promotion; General
Manager, Administrative H.Q.
To present[Reason for nomination as candidate for Director]
Mr. Toru Nobuhiro has been involved in overseeing administration departments as a whole over many years, and after
serving as general manager of the management planning department, currently serves as Managing Director and General
Manager of Administrative H.Q., and possesses abundant experience in regard to the overall management of the Group andbusiness management. The Company has judged that he will be able to utilize this experience to continue playing asufficient role in the enhancement of the Group’s corporate value and growth into a true global company, and has therefore
nominated him as a candidate to continue serving as Director.
April 1983
Joined the Company
April 2015
Officer; General Manager, Paper Chemicals Division
June 2015
Director; General Manager, Paper Chemicals Division
April 2016
Director; Deputy General Manager, Business H.Q. (in charge ofHirohiko Morioka
Sales); General Manager, Paper Chemicals Division, Business(March 27, 1961)
32,200H.Q.
Reappointment
April 2018
Director; General Manager, Business H.Q.
April 2020
Director; General Manager, Tokyo Office; General Manager,
Business H.Q.
To present[Reason for nomination as candidate for Director]
Mr. Hirohiko Morioka has been involved in the sales department over many years, has served as General Manager of thePaper Chemicals Division, Director and Deputy General Manager of the Business H.Q., currently serves as Director andGeneral Manager of the Business H.Q., and has abundant experience in regard to the sales department and overallmanagement. The Company has judged that he will be able to utilize this experience to continue playing a sufficient role in
the enhancement of the Group’s corporate value and growth into a true global company, and has therefore nominated him
as a candidate to continue serving as Director.

-9-

No.

Name
(Date of birth)

Past experience, positions and significant concurrent positions
April 1984
April 2012

5

6

Number ofshares of theCompany held

Joined the Company
General Manager, Research and Development Department,
Speciality chemicals Division
April 2015
Representative Director and President, KOATSU CHEMICALINDUSTRIES, LTD.
April 2017
Officer, the Company; Representative Director and President,
KOATSU CHEMICAL INDUSTRIES, LTD.
Takumi Okazaki
April 2019
Officer; General Manager, Coating Chemicals Division,(March 1, 1962)
Business H.Q.
11,600
Reappointment
April 2021
Officer; General Manager, Business Strategy Division, theCompany
April 2022
Officer; General Manager, R&D Center; General Manager,
Research and Development H.Q.
June 2022
Director; in charge of Quality Assurance; General Manager,
R&D Center; General Manager, Research and Development
H.Q.
To present[Reason for nomination as candidate for Director]
Mr. Takumi Okazaki has been involved in the research and development department over many years, has served as
President of a subsidiary, General Manager of Coating Chemicals Division, General Manager of Business Strategy
Division. He currently serves as Director and General Manager of Research and Development H.Q. and possesses abundant
experience in regard to the research and development department, business strategies and overall management. The
Company has judged that he will be able to utilize this experience to continue playing a sufficient role in the enhancementof the Group’s corporate value and growth into a true global company, and has therefore nominated him as a candidate tocontinue serving as Director.
April 1976
Joined MITSUI & CO., LTD.
April 2010
Associate Officer; Chairman and Managing Director, MITSUI& CO., LTD. (AUSTRALIA) LTD.; Chairman, Mitsui & Co
NZ Limited
April 2013
Associate Officer, Basic Chemicals Business Unit, MITSUI &Daisaburo Akita
CO., LTD.
(November 19, 1953)
June 2013
Director; General Manager, Chemicals Business Division;
2,800
Reappointment
General Manager, Purchasing Department, Honshu Chemical
OutsideIndustry Co., Ltd.
June 2016
Managing Director; General Manager, Chemicals Business
Division; General Manager, Purchasing Department
June 2018
Non-executive Director, the Company
To present[Reason for nomination as candidate for Non-executive Director and expected roles]
Mr. Daisaburo Akita has abundant experience in corporate management at another company and high-level of insights, andhas provided valuable views and straightforward observations regarding the management of the Group. The Company
expects he will continue playing a sufficient role in the enhancement of the Group’s corporate value, growth into a true
global company, and the strengthening and enhancement of corporate governance, and has therefore nominated him as a
candidate for Non-executive Director.
[Term of office as Non-executive Director of the Company]
Five (5) years at the conclusion of this General Meeting- 10 -

No.

Name(Date of birth)

Past experience, positions and significant concurrent positions
January 1987
April 1996
April 1999
August 2002
August 2007
October 2011

Elizabeth Masamune(April 5, 1960)
Reappointment
Outside7

September 2013
March 2014
July 2015
June 2019

Number ofshares of theCompany held

Joined Australian Trade Commission, Australian Embassy(Tokyo)Counsellor, Australian Embassy (Jakarta)
Counsellor, Australian Embassy (Hanoi)Counsellor, Australian Embassy (Seoul)
Minister; Australian Embassy, General Manager; Australian
Trade Commission (Tokyo)
General Manager; Northeast Asia, Australian Trade
Commission (Sydney)
General Manager; Trade Headquarters, Australian Trade
Commission (Sydney)
President, @Asia Associates Inc. (Sydney)
President, @Asia Associates Japan Inc.
Non-executive Director, the Company
To present

1,900[Significant concurrent positions]
President, @Asia Associates Japan Inc.
Senior Managing Director; Awaji Youth Federation, Pasona Group, Inc.
Director, Faith, Inc.
[Reason for nomination as candidate for Non-executive Director and expected roles]
Ms. Elizabeth Masamune has international experience as a diplomat, abundant experience in corporate management andhigh-level of insights, and has provided valuable views and straightforward observations regarding the management of theGroup. The Company expects she will continue playing a sufficient role in the enhancement of the Group’s corporate
value, growth into a true global company, and the strengthening and enhancement of corporate governance, and has
therefore nominated her as a candidate for Non-executive Director.
[Term of office as Non-executive Director of the Company]
Four (4) years at the conclusion of this General Meeting(Notes) 1. There are no special interests between any of the candidates and the Company.
2. The Company has entered into agreements with Mr. Daisaburo Akita and Ms. Elizabeth Masamune, in accordancewith the provisions of Article 427, Paragraph 1 of the Companies Act, to limit their liability pursuant to Article 423,
Paragraph 1 of the Companies Act. However, the maximum amount of liability pursuant to the agreement is theminimum amount stipulated by laws and regulations. The Company intends to continue such limited liability
agreements with Mr. Daisaburo Akita and Ms. Elizabeth Masamune if their appointments are approved.
3. Mr. Daisaburo Akita and Ms. Elizabeth Masamune satisfy the criteria for independence of Non-executive Directorsof the Company. The Company has registered them as Independent Directors with Tokyo Stock Exchange, Inc. If
their appointments are approved, the Company will file the notification of them as Independent Directors.
4. The Company has concluded a directors and officers liability insurance (“D&O Insurance”) contract with aninsurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act, with directors and officers(main business executors including Directors, Directors who are Audit & Supervisory Committee Members, andOfficers) as the insured. The insurance policy covers damages that may arise when the insured assume liability forthe execution of their duties (however, certain exemptions apply). Furthermore, the Company will pay the entire
amount of insurance premiums, and the insured will not bear the premiums. If each candidate is elected andappointed Director, they will become the insured persons under the D&O Insurance. The D&O Insurance is valid fora period of one (1) year, and it will be renewed after a resolution of the Board of Directors prior to its expiration.

- 11 -

(Reference)

Director Skill Matrix

Assuming Proposal 2 is approved, the areas of expertise and experience of the Directors are as follows.

Independent
Director /AuditorSustainability /Business
Production Financial Legal affairs
Corporate
International
ESG / diversity /strategy // safety accounting/ riskmanagementbusiness
human resources
R&D
control/ finance management
development

Years
in
officeGenderTakashi Une

13

M

○

○

Nobuyuki
Takagi

5

M

○

○

Toru
Nobuhiro

15

M

○

○

8

M

○

○

1

M

○

○
○

Director

Knowledge/experience for appropriately leading
management/business

HirohikoMorioka
TakumiOkazakiDaisaburo
Akita

○

5

M

○

Elizabeth
Masamune

○

4

F

○

1

M

○

○

3

M

○

○

7

M

Jiro Mizuya

Audit &

Naohisa
MarutaSupervisory

Masahiro
Nakatsukasa

Members

Committee

Knowledge/
experience for
Perspective forestablishing/ensuring
maintaining appropriate sustainability
management foundation

○

○
○

○

○

○
◎
○

◎

○
◎
○

◎

* This skill matrix does not represent all knowledge or experience possessed by the candidates.
* For gender, M indicates male and F indicates female.
* Expertise (“◎” indicates the areas in which the Company especially expects the outside officers to play important roles.)- 12 -○