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 31, 2019

To Shareholders with Voting Rights:
Takashi Une
Representative Director and President
ARAKAWA CHEMICALINDUSTRIES, LTD.
1-3-7, Hiranomachi, Chuo-ku, Osaka, JapanNOTICE OF
THE 89th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
You are cordially invited to attend the 89th Annual General Meeting of Shareholders of ARAKAWA
CHEMICAL INDUSTRIES, LTD. (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend 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 page 2, 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 Tuesday, June 18, 2019, Japan time.
Wednesday, June 19, 2019 at 10:00 a.m. Japan time
1. Date and Time:(Reception opens from 9:00 a.m. Japan time.)
2. Place:

International Conference Hall
7F of the Osaka Chamber of Commerce and Industry located at
2-8, Honmachibashi, Chuo-ku, Osaka(Please note that the venue is different from the previous year.)

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements, andNon-consolidated Financial Statements for the Company’s 89th Fiscal Year
(April 1, 2018 - March 31, 2019)
2. Results of audits by the Accounting Auditor and the Audit & Supervisory
Committee of the Consolidated Financial Statements for the Company’s 89th
Fiscal Year
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of 10 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.
Should matters in the Business Report, Consolidated Financial Statements, Financial Statements, and Reference Documents for
the General Meeting of Shareholders require revisions, the revised versions will be posted on the Company’s website(https://www.arakawachem.co.jp/).

Guidance on the Exercise of Voting Rights

If you attend the meeting:
Please submit the enclosed Voting Rights Exercise Form at the reception desk on the day of the meeting.
If you are unable to attend the meeting: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 Tuesday, June 18, 2019.

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 votefor or against for each proposal no later than 5:30 p.m. Japan Time on Tuesday, June 18, 2019.
For details, please see the “Guidance Notes on Exercise of Voting Rights via the Internet, etc.” onpages 3 and 4.
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.

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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 Tuesday,June 18, 2019
* 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 method below are only be available once when you exercise your voting rights.
(1)

(2)

(3)

Scan the QR Code.
Scan the QR Code for Login printed at the right-hand side of the Voting Rights Exercise Formusing your smartphone.
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.
Select the Approval or Disapproval for each proposal.
Select the Approval or Disapproval for each proposal by following the instructions on thescreen.
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.

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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.

If you login 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/), login using the LoginID and Temporary Password printed on the enclosed Voting Form and enter your vote for or against foreach 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 TLSencrypted communications are not specified.
(1)
(2)
(3)
(4)
(5)

Click on the “Next” button.
Enter the “Login ID” and the “Temporary Password” printed on the Voting Rights Exercise
Form.
Click on the “Login” button.
Enter the “Current Password”,“New Password”, and “New Password (for confirmation)”,respectively. Please make sure that you do not forgetyour new password.
Click on the “Send” button.

If you have exercised a voting right more than once via the Internet, only the last vote you entered will beconsidered effective. Similarly, if you have exercised a voting right both by personal computer and mobile
phone, only the last vote you entered will be considered 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 (Internet connection fees,
telephone charges, etc.) will be borne by shareholders. Also, when voting by mobile phone, packet
communication fees and other costs entailed by the use of mobile phones 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 22 yen per share.As a result, the annual dividend for the fiscal year underreview will increase by 4 yen year-on-year to 42 yen per share including an interim dividend of 20 yen.
The Company proposes the appropriation of surplus for the fiscal year under review as follows.
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
amount22 yen per common share
Total of 454,061,278 yen(3) Date the distribution of
surplus comes into effectJune 20, 2019

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

General reserve

1,700,000,000 yen(2) Surplus item to be decreased
and its amount

Retained earnings brought forward

1,700,000,000 yen-5-Proposal 2:

Election of 10 Directors (excluding Directors who are Audit & Supervisory Committee
Members)

The terms of office of all 11 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 10 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.
1

Reappointment

Name
Takashi Une

2

Reappointment

Yoshiteru Manabe

3

Reappointment

Toru Nobuhiro

4

Reappointment
Reappointment

Manabu Nishikawa

5

Positions andresponsibilities in the Company
Representative Director and President
Representative Director and Senior Managing
Director; in charge of Technology &Production, Environment and Safety Control
Managing Director; in charge of Strategic
Purchasing; and SHIFT Promotion
Director; General Manager, Production H.Q.
Director; General Manager, Administrative
H.Q.
Director; General Manager, Research &Development H.Q.; General Manager, R&D
Center; in charge of Quality
Director; General Manager, Business H.Q.
Director; General Manager, Management
Planning Department
Outside Director

Yasutomo Miyashita

Reappointment
Masaya Inaba

67

Reappointment

Hirohiko Morioka

8

Reappointment

Nobuyuki Takagi

910Reappointment
OutsideNew Candidate
OutsideDaisaburo Akita

Candidate for Outside Director

Elizabeth Masamune

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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
Managing
Director; Chief Business Officer (Business H.Q.);
April
2016
Takashi Une
GeneralManager,Business H.Q.
39,100(November 17, 1960)
Managing Director; Chief Business Officer (Business H.Q.);
April
2017
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.
Representative Director and President
April 2018
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 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
CenterJune 2010
Managing Director
Managing Director; Chief Technical Officer (Research &April 2016
Yoshiteru Manabe
Development H.Q., Production H.Q.); in charge of(July 23, 1958)
Environment & Safety Control
44,420December 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
Representative Director and Senior Managing Director; inApril 2018
charge of Technology & Production and Environment & Safety
Control
Representative Director and Senior Managing Director; inApril 2019
charge of 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 planningdepartment, general manager of the research and development department, and Managing Director and Chief Technical
Officer, has been serving as Representative 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 to utilize thisexperience 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.

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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,
Toru Nobuhiro
Administrative Management Division
41,640(July 21, 1960)
April 2014
Director; General Manager, Management Planning Department
Reappointment
Managing Director
June 2015
Managing Director; Chief Strategy Officer (Strategic
April 2016
Purchasing and Management Planning); General Manager,
Management Planning Department
Managing Director; in charge of Strategic Purchasing, General
April 2018
Manager, Management Planning Department
Managing Director; in charge of Strategic Purchasing; andApril 2019
SHIFT Promotion
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 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 1981
Joined the Company
October 2011
Officer, General Manager, Production Management Division;
General Manager, Production Technology Development
Manabu Nishikawa
Department; General Manager, Production Logistics Department
Director; General Manager, Production Management Division;(October 26, 1957) June 2012
25,140General Manager, Production Technology Development
Department; General Manager, Production Logistics Department
Reappointment
April 2014
Director; General Manager, Production Management Division
Director; General Manager, Production H.Q.
April 2016
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 serves as Director and General Manager of the Production H.Q.
The Company has judged that he will be able to utilize this experience to continue playing a sufficient role in theenhancement 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.

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No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
March 1991

5

6

Number ofshares of theCompany held

Joined Mitsubishi Petrochemical Co., Ltd. (present Mitsubishi
Chemical Corporation)
December 2009 Joined the Company
April 2012
Officer; General Manager, Financial & Accounting Department,
Administrative Management Division
June 2013
Director; General Manager, Financial & Accounting
Department, Administrative Management Division
Director; General Manager, Administrative Management
Yasutomo Miyashita April 2014
Division; General Manager, Financial & Accounting
15,800(January 25, 1957)
Department, Administrative Management Division; General
Reappointment
Manager, Data Processing Department, Administrative
Management Division
April 2016
Director; Chief Financial Officer (Administrative H.Q.); General
Manager, Administrative H.Q.; General Manager, Financial &Accounting Department, Administrative H.Q.; General Manager,
Data Processing Department, Administrative H.Q.
April 2018
Director; General Manager, Administrative H.Q.
To present[Reason for nomination as candidate for Director]
Mr. Yasutomo Miyashita has been involved in the areas of accounting and finance over many years, possesses abundant
experience in regard to overall management, including serving as General Manager of the Administrative Management
Division overseeing other administrative departments as a whole, and currently serves as Director and General Manager ofthe Administrative H.Q.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 1982
Joined the Company
April 2012
Officer; Representative Director and President, Pelnox, Ltd.
April 2015
Officer; General Manager, R&D Center; General Manager,
Development Management Division; General Manager, R&D
Promoting Department, Development Management Division, theCompany
June 2015
Director; in charge of Quality; General Manager, R&D Center;
General Manager, Development Management Division; General
Manager, R&D Promoting Department, Development
Masaya Inaba
Management Division
21,080(February 23, 1957) April 2016
Director; in charge of Quality; General Manager, R&D Center;
Reappointment
General Manager, Research & Development H.Q.; General
Manager, Corporate Development Department, Research &Development H.Q.
Director; in charge of Quality; General Manager, R&D Center;
April 2017
General Manager, Tsukuba R&D Center; General Manager,
Research & Development H.Q.; General Manager, Corporate
Development Department, Research & Development H.Q.
Director; General Manager, Research & Development H.Q.;
April 2018
General Manager, R&D Center; in charge of Quality
To present[Reason for nomination as candidate for Director]
Mr. Masaya Inaba has been involved in the research and development department over many years, has served as Presidentof a subsidiary, etc., currently serves as Director and General Manager of the Research & Development H.Q., and possesses
abundant experience in regard to the research and development department 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.

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No.

Name
(Date of birth)

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

7

8

9

Number ofshares of theCompany held

Joined the Company
Officer; General Manager, Paper Chemicals Division
Director; General Manager, Paper Chemicals Division
Hirohiko Morioka
Director; Deputy General Manager, Business H.Q. (in charge
17,200(March 27, 1961)of Sales); General Manager, Paper Chemicals Division,
Reappointment
Business H.Q.
Director; General Manager, Business H.Q.
April 2018
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.
April 1988
Joined the Company
April 2012
General Manager, Strategic Purchasing Division
April 2013
Officer; General Manager, Strategic Purchasing Division
April 2018
Officer; General Manager, Coating Chemicals Division,
Nobuyuki Takagi
4,600
Business H.Q.
(November 1, 1964)
June 2018
Director; General Manager, Coating Chemicals Division,
Reappointment
Business H.Q.
April 2019
Director; 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
of Strategic 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.
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;
200
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
Outside Director, the Company
To present[Reason for nomination as candidate for Outside Director]
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 Outside Director.
[Term of office as Outside Director of the Company]
One (1) year 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)
New Candidate
Outside10

September 2013
March 2014
July 2015

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.
To present－[Significant concurrent positions]
President, @Asia Associates Japan Inc.
Member; Council of Management, Chiba University
Senior Managing Director; Awaji Youth Federation, Pasona Group, Inc.
Outside Director, Faith, Inc.
[Reason for nomination as candidate for Outside Director]
Ms. Elizabeth Masamune has international experience as a diplomat, abundant experience in corporate management andhigh-level of insights. The Company judges that she will be able to provide valuable views and straightforward
observations regarding the management of the Group. The Company expects she will play a sufficient role in theenhancement of the Group’s corporate value, growth into a true global company, and the strengthening and enhancement ofcorporate governance, and has therefore nominated her as a candidate for Outside Director.
(Notes) 1.There are no special interests between any of the candidates and the Company.
2. The Company has entered into an agreement with Mr. Daisaburo Akita, in accordance with theprovisions 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 the minimum amount stipulated by laws and regulations.
The Company intends to enter into such a limited liability agreement with Mr. Daisaburo Akita if
his appointment is approved.
3. Mr. Daisaburo Akita satisfies the criteria for independence of Outside Directors of the Company.

The Company has registered him as IndependentDirectorwiththe Tokyo StockExchange, Inc. If his
appointment is approved, the Company will file the notification of him as Independent Directors.
4. The Company and Ms. Elizabeth Masamune intend to enter into an agreement, in accordance withthe provisions of Article 427, Paragraph 1 of the Companies Act, to limit her liability pursuant to
Article 423, Paragraph 1 of the Companies Act, if her appointment is approved. The maximum
amount of liability pursuant to the agreement is the minimum amount stipulated by laws andregulations.
5. Ms. Elizabeth Masamune satisfies the criteria for independence of Outside Directors of theCompany. The Company will file the notification of her as Independent Director to the Tokyo
Stock Exchange, Inc. if her appointment is approved.

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