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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 4968)
May 30, 2022
To Shareholders with Voting Rights:
Takashi Une
Representative Director and President
ARAKAWA CHEMICALINDUSTRIES, LTD.
1-3-7, Hiranomachi, Chuo-ku, Osaka, JapanNOTICE OF THE 92nd ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:
You are cordially notified of the 92nd Annual General Meeting of Shareholders of ARAKAWA CHEMICALINDUSTRIES, LTD. (the “Company”). The meeting will be held for the purposes as described below.
In lieu of attending the meeting, you can exercise your voting rights in writing or via the Internet as stated in
the Guidance on Exercise of Voting Rights on the next page, so in this case please review the attached Reference
Documents for the General Meeting of Shareholders, and exercise your voting rights no later than 5:30 p.m. on
Thursday, June 16, 2022, Japan time.
Friday, June 17, 2022 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, andNon-consolidated Financial Statements for the Company’s 92nd Fiscal Year
(April 1, 2021 - March 31, 2022)
2. Results of audits by the Accounting Auditor and the Audit & Supervisory
Committee of the Consolidated Financial Statements for the Company’s 92nd
Fiscal Year
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of 9 Directors (excluding Directors who are Audit & Supervisory
Proposal 3:
Committee Members)
Election of 3 Directors who are Audit & Supervisory Committee Members
Proposal 4:
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
Principal business activities, key sales offices and plants, the situation of employees, key lenders, and other important mattersconcerning the current situation of the Group, the situation of Accounting Auditor, the basic policy on internal control and status ofoperations, Consolidated Statements of Changes in Equity, Notes to the Consolidated Financial Statements, Non-consolidated
Statements of Changes in Equity, and Notes to the Non-consolidated Financial Statements are posted on the Company’s website
listed below in accordance with the provisions of laws and regulations and Article 15 of the Articles of Incorporation of theCompany, and therefore these are not included in the documents attached to this Notice.
Should matters in the Business Report, Consolidated Financial Statements, Non-consolidated Financial Statements, and Reference
Documents for the General Meeting of Shareholders require revisions, the revised versions will be posted on the Company’s
website listed below.
[The Company’s website]
https://www.arakawachem.co.jp/

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 Thursday, June 16, 2022.

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 Thursday, June 16, 2022.
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 only once 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 be consideredeffective.

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

-2-

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 Thursday,June 16, 2022
* 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.
* The methods below are only available once when you exercise your voting rights.
(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 select themethod 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 after the initial login:
Please log in to the website by following the guidance note on the next page.

-3-

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 for oragainst 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.)-4-

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.
Comprehensively taking these policies and business performance into consideration, the Company
proposes a year-end dividend of 24 yen per share. As a result, the annual dividend for the fiscal year underreview will total 48 yen per share including an interim dividend of 24 yen.
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 476,136,216 yen(3) Date the distribution of surplus
comes into effectJune 20, 2022

-5-

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for amendments
In order to improve the convenience of viewing public notices by taking advantage of the Internet, which
has become accessible widely, and as the amended provisions stipulated in the proviso of Article 1 of the
supplementary provisions of the “Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be
enforced on September 1, 2022, the Articles of Incorporation of the Company shall be amended as follows to
prepare for the introduction of the system for electronic provision of materials for general meetings ofshareholders.
(1) The Company plans to switch the media for its public notices to the electronic public notice from the
Nikkei newspaper and introduce measures to deal with situations in which it cannot issue electronic public
notices due to unavoidable events.
(2) The proposed Article 15, Paragraph 1 provides that information contained in the Reference Documents for
the General Meeting of Shareholders, etc. shall be provided electronically.
(3) The purpose of the proposed Article 15, Paragraph 2 is to establish a provision to limit the scope of mattersto be included in the paper copy to be sent to shareholders who have requested it.
(4) The provisions related to the Internet disclosure and deemed provision of the Reference Documents for the
General Meeting of Shareholders, etc. (Article 15 of the current Articles of Incorporation) will become
unnecessary and will therefore be deleted.
(5) In line with the above establishment and deletion of the provisions, supplementary provisions related to theeffective date, etc. shall be established.
2. Details of amendments
The details of the amendments are as follows.
Current Articles of Incorporation(Method of Public Notice)
Article 5 The Company’s public notices shall be
published in the Nikkei newspaper.

(Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)
Article 15 The Company may, when convening a
General Meeting of Shareholders, deem that it
has provided information to shareholders
pertaining to matters to be described or indicatedin the Reference Documents for the General
Meeting of Shareholders, Business Report,
Non-consolidated Financial Statements, andConsolidated Financial Statements, by disclosing
such information through the internet inaccordance with the provisions provided in the
Ordinance of the Ministry of Justice.

(Underlines indicate changes.)
Proposed Amendments(Method of Public Notice)
Article 5 The Company’s method for public notices
shall be the electronic public notice. However, if
an unavoidable event, including an accident,
prevents it from publishing a public notice via
the electronic public notice, the Company may
do it through the method of publishing it on the
Nikkei newspaper.
(Deleted)-6-

(Newly established)(Newly established)(Measures for Electronic Provision, Etc.)
Article 15 The Company shall, when convening a
General Meeting of Shareholders, provide
information contained in the Reference
Documents for the General Meeting of
Shareholders, etc. electronically.
2. Among the matters to be provided
electronically, the Company may choose not toinclude all or part of the matters stipulated in
the Ordinance of the Ministry of Justice in thepaper copy to be sent to shareholders who haverequested it by the record date for voting rights.
Supplementary Provisions(Transitional Measures Pertaining to Measures forElectronic Provision, Etc.)
Article 3
Deletion of the Article 15 (Internet
Disclosure and Deemed Provision of Reference
Documents for the General Meeting of
Shareholders, Etc.) in the Article of
Incorporation before the amendment and theestablishment of the Article 15 (Measures forElectronic Provision, Etc.) shall become
effective on September 1, 2022.
2. Notwithstanding the provisions of the preceding
paragraph, Article 15 (Internet Disclosure andDeemed Provision of Reference Documents for
the General Meeting of Shareholders, Etc.) of
the Articles of Incorporation before theamendment shall remain in force with respect toa General Meeting of Shareholders to be held ina period until the last day of February, 2023.
3. Article 3 of these Supplementary Provisions
shall be deleted on March 1, 2023 or after thelapse of three months from the date of theGeneral Meeting of Shareholders set forth in
the preceding paragraph, whichever is later.

3. Supplementary Explanation
The system for electronic provision of materials allows companies to provide materials for general meetingsof shareholders by posting them on their or other website and notifying shareholders of the URL, etc. in writing.
The system for electronic provision of materials is mandatory for listed companies. In the case of theCompany, it will be applied starting with the next General Meeting of Shareholders, for which the Company will
send only a simplified Notice.
Shareholders who wish to receive printed versions of materials for the next General Meeting of
Shareholders onward are required to complete the procedure for “document issuance request” by the last day ofeach fiscal year.
For more information about the “document issuance request” procedure, please contact the security
company with which you have your account opened or Mitsubishi UFJ Trust and Banking Corporation, theshareholder register administrator of the Company.

-7-

Proposal 3:

Election of 9 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 9 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

Yoshiteru Manabe

3

Reappointment

Toru Nobuhiro

4

Reappointment

Manabu Nishikawa

5

Reappointment

Hirohiko Morioka

6

Reappointment

Nobuyuki Takagi

7

New Candidate

Takumi Okazaki

89Reappointment
OutsideReappointment
OutsideRepresentative Director and President
Representative Director and Senior Managing
Director; in charge of Technology & Production,
Environment and Safety Control
Managing Director; in charge of KIZUNA
Promotion; General Manager, Administrative
H.Q.
Director; in charge of Safety
Director; General Manager, Tokyo Office;General Manager, Business H.Q.
Director; in charge of Strategic Purchasing andBusiness Strategy; General Manager,
Management Planning Department
Officer; Chief, Research Laboratory; General
Manager, Research and Development H.Q.

Daisaburo Akita

Non-executive Director

Elizabeth Masamune

Non-executive Director

-8-

No.

Name
(Date of birth)

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

1

2.

Number of sharesof the Company
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)
68,200April 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 asa candidate to continue serving as Director.
April 1983
Joined the Company
June 2008
Director; General Manager, Management Planning Department
April 2009
Director; General Manager, Development Management Division;
General Manager, New Technology & Business Development
Department; General Manager, Tsukuba R&D Center
June 2010
Managing Director
April 2016
Managing Director; Chief Technical Officer (Research &Yoshiteru Manabe
Development H.Q., Production H.Q.); in charge of Environment(July 23, 1958)& Safety Control
62,420December 2017 Representative Director and Senior Managing Director; Chief
Reappointment
Technical Officer (Research & Development H.Q. and
Production H.Q.); in charge of Environment & Safety Control
April 2018
Representative Director and Senior Managing Director; in chargeof Technology & Production and Environment & Safety Control
April 2019
Representative Director and Senior Managing Director; in chargeof Technology & Production, Environment and Safety Control
To present[Reason for nomination as candidate for Director]
Mr. Yoshiteru Manabe has been involved in research and development and overseas businesses over many years, and after
serving in positions including President of an overseas subsidiary, general manager of the management planning department,
general manager of the research and development department, and Managing Director and Chief Technical Officer, has been
serving as Representative Director and Senior Managing Director 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 toutilize this experience to continue playing a sufficient role in the enhancement of the Group’s corporate value and growth intoa 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
June 2008

3.

4.

Number of sharesof the Company
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
June 2015
Managing Director
Toru Nobuhiro
April 2016
Managing Director; Chief Strategy Officer (Strategic Purchasing(July 21, 1960)
57,040and Management Planning); General Manager, Management
Reappointment
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; and SHIFT
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 a sufficientrole in the enhancement of the Group’s corporate value and growth into a true global company, and has therefore nominatedhim as a candidate to continue serving as Director.
April 1981
Joined the Company
October 2011
Officer, General Manager, Production Management Division;
General Manager, Production Technology Development
Department; General Manager, Production Logistics Department
Manabu Nishikawa June 2012
Director; General Manager, Production Management Division;(October 26, 1957)
General Manager, Production Technology Development
35,740
Reappointment
Department; General Manager, Production Logistics Department
April 2014
Director; General Manager, Production Management Division
April 2016
Director; General Manager, Production H.Q.
June 2021
Director; in charge of Safety
To present[Reason for nomination as candidate for Director]
Mr. Manabu Nishikawa has experience of establishing many overseas offices and has served as President of an overseas
subsidiary, has overseen the production departments of the Group as a whole over many years, and possesses abundant
experience in regard to overall management, and currently takes charge of Safety and engages in activities to improve theGroup’s Safety Control levels, using the knowledge he gained through the aforementioned experiences. 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.

- 10 -

No.

Name(Date of birth)

Past experience, positions and significant concurrent positions
April 1983
April 2015
June 2015
April 2016

5.

6.

Number of sharesof the Company
held

Joined the Company
Officer; General Manager, Paper Chemicals Division
Director; General Manager, Paper Chemicals Division
Director; Deputy General Manager, Business H.Q. (in charge ofHirohiko Morioka
Sales); General Manager, Paper Chemicals Division, Business(March 27, 1961)
27,600H.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 asa 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,
Nobuyuki Takagi
Business H.Q.
(November 1, 1964)
14,900April 2019
Director; General Manager, Management Planning Department
Reappointment
April 2020
Director; in charge of Strategic Purchasing; General Manager,
Management Planning Department
April 2021
Director; in charge of Strategic Purchasing and Business
Strategy; General Manager, Management 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 ofStrategic Purchasing Division, as well as Director and General Manager of Coating Chemicals Division, Business H.Q.
Currently, he serves as Director and General Manager of Management Planning Department and possesses abundant
experience in regard to material and sales departments, and overall management. The Company has judged that he will beable to utilize this experience to continue playing a sufficient role in the enhancement of the Group’s corporate value andgrowth into a true global company, and has therefore nominated him as a candidate to continue serving as Director.

- 11 -

No.

Name(Date of birth)

Past experience, positions and significant concurrent positions
April 1984
April 20127.

8.

Number of sharesof the Company
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,
Takumi Okazaki
KOATSU CHEMICAL INDUSTRIES, LTD.
(March 1, 1962)
8,500
April 2019
Officer; General Manager, Coating Chemicals Division, Business
New Candidate
H.Q.
April 2021
Officer; General Manager, Business Strategy Division, theCompany
April 2022
Officer; Chief, Research Laboratory; General Manager, Researchand 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 Presidentof a subsidiary, General Manager of Coating Chemicals Division, General Manager of Business Strategy Division. He
currently serves as General Manager of Research and Development H.Q. and possesses abundant experience in regard to theresearch and development department, business strategies and overall management. The Company expects he will takeadvantage of this experience to play 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 Director.
April 1976
Joined MITSUI & CO., LTD.
April 2010
Associate Officer; Chairman and Managing Director, MITSUI &CO., LTD. (AUSTRALIA) LTD.; Chairman, Mitsui & Co NZ
LimitedApril 2013
Associate Officer, Basic Chemicals Business Unit, MITSUI &Daisaburo Akita
CO., LTD.
(November 19, 1953)
June 2013
Director; General Manager, Chemicals Business Division;
2,000
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]
Four (4) years at the conclusion of this General Meeting- 12 -

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
Outside9.

September 2013
March 2014
July 2015
June 2019

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

Number of sharesof the Company
held

1,300

[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]
Three (3) 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 Directors of
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 an insurancecompany as stipulated in Article 430-3, Paragraph 1 of the Companies Act, with directors and officers (main businessexecutors including Directors, Directors who are Audit & Supervisory Committee Members, and Officers) as theinsured. The insurance policy covers damages that may arise when the insured assume liability for the 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 and appointed Director, they will
become the insured persons under the D&O Insurance. The D&O Insurance is valid for a period of one (1) year, and it
will be renewed after a resolution of the Board of Directors prior to its expiration.

- 13 -

Proposal 4:

Election of 3 Directors who are Audit & Supervisory Committee Members

The terms of office of all 3 Audit & Supervisory Committee Members will expire at the conclusion of thisyear’s Annual General Meeting of Shareholders. Accordingly, the election of 3 Directors who are Audit &Supervisory Committee Members is proposed.
The Audit & Supervisory Committee has previously given its approval to this proposal.
The candidates for Directors who are Audit & Supervisory Committee Members are as follows:No.
Name
Positions and responsibilities in the Company
Officer; Deputy General Manager, Business
1
New Candidate
Jiro Mizuya
H.Q.
Reappointment
Non-executive Director; Standing Audit &2
Naohisa Maruta
OutsideSupervisory Committee Member
Reappointment
Non-executive Director; Audit & Supervisory3
Masahiro Nakatsukasa
OutsideCommittee Member- 14 -

No.

Name(Date of birth)

Past experience, positions and significant concurrent positions
April 1984
April 2013

1

2

Number of sharesof the Company
held

Joined the Company
Representative Director and President, KOATSU CHEMICALINDUSTRIES, LTD.
April 2015
Officer, the Company; Representative Director and President,
Jiro Mizuya
Pelnox, Ltd.
(March 5, 1961)
April 2020
Officer; General Manager, Functional Materials Division,
6,240
New Candidate
Business H.Q., the Company
April 2021
Officer; General Manager, Fine Chemicals & Electronics
Division
April 2022
Officer; Deputy General Manager, Business H.Q.
To present[Reason for nomination as candidate for Director]
Mr. Jiro Mizuya has been involved in the research and development department over many years, has served as President ofsubsidiaries, General Manager of Functional Materials Division, General Manager of Fine Chemicals & Electronics Division,and currently serves as Deputy General Manager of Business H.Q. He possesses abundant experience in regard to theresearch and development department, risk management in new businesses and overall management. The Company expects
he will play a sufficient role in the enhancement of the Group’s corporate value, growth into a true global company, and thestrengthening and enhancement of corporate governance, and has therefore nominated him as a candidate for Director who is
an Audit & Supervisory Committee Member.
April 1982
Joined The Sanwa Bank, Ltd. (present MUFG Bank, Ltd.)
October 2007
Officer; General Manager, Hiroshima Branch
May 2009
General Manager, Corporate Research Department; General
Manager, Economic Research Office, Planning Department
November 2010 Joined MU Frontier Servicer Co., Ltd.
June 2011
Director; in charge of Regional Banks Management Office
Naohisa Maruta
June 2012
Director; General Manager, Human Resources Department(June 15, 1958)
June 2015
Managing Director; General Manager, Human Resources
3,900
Department
Reappointment
June 2017Managing Director; General Manager, Management
OutsideAdministration Division
June 2018
Senior Managing Director; General Manager, Management
Administration Division
June 2020
Non-executive Director; Standing Audit & Supervisory
Committee Member, the Company
To present[Reason for nomination as candidate for Non-executive Director and expected roles]
Mr. Naohisa Maruta possesses experience as an officer at another company and a high level of insight in regard to corporate
management. The Company has judged that he will be able to provide valuable views and straightforward observations
regarding the management of the Group as Non-executive Director who is an Audit & Supervisory Committee Member andplay a sufficient role in the Group’s growth into a true global company and the strengthening and enhancement of corporate
governance, and has therefore nominated him again as a candidate to serve as Non-executive Director who is an Audit &Supervisory Committee Member.
[Term of office as Non-executive Director of the Company]
Two (2) years at the conclusion of this General Meeting- 15 -

No.

Name(Date of birth)

Past experience, positions and significant concurrent positions
April 1994
April 1994

3

Number of sharesof the Company
heldRegistered as attorney-at-law (Osaka Bar Association)
Joined Chuo Sogo Law Office (present Chuo Sogo Law Office,P.C.)
To present
Deputy Chairman, Osaka Bar Association
Outside Corporate Auditor, the Company
Non-executive Director; Audit & Supervisory Committee
Member, the Company
To present

April 2015
June 2015
Masahiro Nakatsukasa June 2016
(January 19, 1965)
4,400
Reappointment
Outside[Significant concurrent positions]
Outside Director; Audit & Supervisory Committee Member, Asaka Industrial Co.,Ltd.
Outside Corporate Auditor, Nippon Dentsu Corporation
Outside Director, NAKAYAMA STEEL WORKS., LTD.
Outside Corporate Auditor, JSH Co., Ltd.
[Reason for nomination as candidate for Non-executive Director and expected roles]
Mr. Masahiro Nakatsukasa has thus far provided valuable views and straightforward observations regarding the managementof the Group as Non-executive Director who is an Audit & Supervisory Committee Member, from an objective perspectivewith a high level of independence, based on his specialist legal knowledge and experience as an attorney. The Company
expects that he will be able to play a sufficient role in the Group’s growth into a true global company and the strengthening
and enhancement of corporate governance by participating in the management of the Company, and has therefore nominatedhim as a candidate to continue serving as Non-executive Director who is an Audit & Supervisory Committee Member. Mr.
Nakatsukasa has not been involved in corporate management in ways other than being an outside officer, but for the above
reason, the Company believes he will be able to perform duties as a Non-executive Director appropriately.
[Term of office as Non-executive Director of the Company]
Six (6) 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. Naohisa Maruta and Mr. Masahiro Nakatsukasa, 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 agreements is theminimum amount stipulated by laws and regulations.
The Company intends to continue such limited liability agreements with Mr. Naohisa Maruta and Mr. Masahiro
Nakatsukasa if their appointments are approved.
3. Mr. Naohisa Maruta and Mr. Masahiro Nakatsukasa satisfy the criteria for independence of Non-executive Directorsof the Company. 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 an insurancecompany as stipulated in Article 430-3, Paragraph 1 of the Companies Act, with directors and officers (main businessexecutors including Directors, Directors who are Audit & Supervisory Committee Members, and Officers) as theinsured. The insurance policy covers damages that may arise when the insured assume liability for the 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 and appointed Director, they will
become the insured persons under the D&O Insurance. The D&O Insurance is valid for a period of one (1) year, and it
will be renewed after a resolution of the Board of Directors prior to its expiration.

- 16 -

(Reference)

Director Skill Matrix

Assuming Proposal 3 and 4 are approved, the areas of expertise and experience of the Directors are as
follows.
Corporate
management

Director

Independent
Director/Auditor

Businessstrategy /R&DInternational
business

Production/ safety
control

Knowledge/experience for appropriately leading
management/businessTakashi Une○○

Yoshiteru
ManabeToru
Nobuhiro
ManabuNishikawa
HirohikoMoriokaNobuyuki
Takagi
TakumiOkazakiDaisaburo
Akita
Elizabeth
Masamune

○

○

○

○

Jiro Mizuya
Naohisa
MarutaMasahiro
Nakatsukasa○

Audit &
Supervisory
Committee
Members

○

○

○

○

○

○

○

○

○

○
○

○

Sustainability /ESG / diversity/ humanresourcesdevelopment

Knowledge/experience forestablishing/maintaining
appropriate managementfoundation

Perspective for
ensuring
sustainability

○
○

○
○

○

○

Legal affairs/ riskmanagement

Financialaccounting/ finance

○
○

○

○

○

○

○

◎
○

◎

○

○

◎

○

○

◎

* This skill matrix does not represent all knowledge or experience possessed by the candidates.
* Expertise (“◎” indicates the areas in which the Company especially expects the outside officers to play important roles.

- 17 -