[Translation]
Note: This document has been translated from a part of the Japanese original for reference purposes only, without any
warranty as to its accuracy or as to the completeness of the information. The Japanese original version is the sole
official version.

Securities code: 4539
May 30, 2024
Kazushiro Yamaguchi
President & CEO
Nippon Chemiphar Co., Ltd.
2-2-3, Iwamoto-cho, Chiyoda-ku, Tokyo
Dear Shareholders,
Notice of the 92nd Ordinary General Meeting of Shareholders
We would like to inform you that the 92nd Ordinary General Meeting of Shareholders (this“General Meeting of Shareholders”) of Nippon Chemiphar Co., Ltd. (the “Company”) will beheld as set forth below.
If you are unable to attend this General Meeting of Shareholders in person, you may
exercise voting rights in writing (by post) or via the Internet, so you are kindly requested
to review the Reference Materials for the General Meeting of Shareholders below andexercise your voting rights by 5:30 p.m., Thursday, June 20, 2024.

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Meeting Details
1. Date and Time:

June 21, 2024 (Friday) at 10:00 a.m.

2. Place:“Myoujin Kaikan,” Kanda Myoujin
2-16-2, Sotokanda, Chiyoda-ku, Tokyo

3. Purpose of the Meeting:
Matters to be Reported:
1. Report on the Business Report, the Consolidated Financial Statements, and the Resultsof the Audit of the Consolidated Financial Statements by the Accounting Auditor andthe Audit & Supervisory Board for the 92nd Fiscal Year (from April 1, 2023 to March
31, 2024)
2. Report on the Non-consolidated Financial Statements for the 92nd Fiscal Year (from
April 1, 2023 to March 31, 2024)
Matters to be Resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Two (2) Audit & Supervisory Board Members
Proposal No. 3: Election of Two (2) Substitute Audit & Supervisory Board Members

2Measures for Electronic Provision of Materials
Upon the convocation of this General Meeting of Shareholders, the Company has adopted
measures for electronic provision of the information that constitutes the content of theReference Materials for the General Meeting of Shareholders, etc. (the matters subject toelectronic provision measures). The contents of this Notice are posted on the following websites.
Company’s website: https://www.chemiphar.co.jp/ir/stocks_information/shareholder.html
TSE’s website (JPX Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show(Please access the website of the TSE stated above and enter “Nippon Chemiphar” in the “Issue
name (company name)” field or “4539,” the Company’s securities code, in the “Code” field,
click “Search,” then “Basic information,” and then “Documents for public inspection/PR
information” to find the documents in the “Notice of General Shareholders
Meeting/Informational Materials for a General Shareholders Meeting” section under “Filed
information available for public inspection.”)End---------------------------------------------------------------------------------------------------------------If any modification is made to the matters subject to electronic provision measures, theCompany will publish the modified information online on the Company’s website andthe TSE’s website.
For this General Meeting of Shareholders, the Company will send a document that
contains the matters subject to electronic provision measures to all shareholders,regardless of whether each of the shareholders has made a request for delivery of a written
document. Please note that, among the matters subject to electronic provision measures,the following are not contained in this Notice because these matters are omitted fromdocuments to be sent to shareholders who make a request for delivery of a written
document in accordance with laws and ordinances and the provisions of the Company’s
Articles of Incorporation:(i) “Matters regarding the Accounting Auditor,” “Systems to Ensure theAppropriateness of Operations and Operating Status of the Systems” and “Basic
Policy regarding the Company’s Control” in the Business Report;(ii) “Consolidated Statements of Changes in Equity” and “Notes to Consolidated
Financial Statements” in the Consolidated Financial Statements; and(iii) “Statements of Changes in Equity” and “Notes to Non-consolidated Financial
Statements” in the Non-consolidated Financial Statements.
Audit & Supervisory Board Members and the Accounting Auditor audit documents
subject to audit, including the information contained in above-mentioned (i) through (iii).
After the conclusion of this General Meeting of Shareholders, resolutions passed at this
General Meeting of Shareholders will be published online on the Company’s website inlieu of sending a written notice of resolutions. Thank you for your understanding.

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Reference Materials for the General Meeting of Shareholders
Proposals and Reference Matters
Proposal No. 1 Appropriation of Surplus
The Company positions the return of profits to shareholders as one of the highest priorities in
its management, and its basic policy is to distribute stable dividends while maintaining abalance between investment that contributes to its future growth and strengthening of its
financial position by capital accumulation.
As a result of examination based on the above policy, the year-end dividends for the 92nd fiscal
year will be paid in the following manner in light of factors such as business performance inthe 92nd fiscal year, the business environment, and future business development.
Matters regarding year-end dividends(1)Type of dividend assets:
Cash

(2)

Matters regarding allocation of dividend assets and total amount of dividends:
Dividend per share of common stock of the Company: 50 yen
Total amount of dividends: 182,586,350 yen(3)Effective date of distribution of surplus:
June 24, 2024

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Proposal No. 2 Election of Two (2) Audit & Supervisory Board Members
The term of office of Audit & Supervisory Board Members Mr. Sakaru Makino and Mr.
Naoshige Shindou will expire at the conclusion of this General Meeting of Shareholders, andtherefore the Company proposes that two (2) Audit & Supervisory Board Members be elected.
The consent of the Audit & Supervisory Board has been obtained with respect to the submissionof this proposal.
The candidates for Audit & Supervisory Board Member are as follows.
1

Sakaru Makino

Date of birth: January 22, 1960
Gender: Male

Reelection

Career summary, positions, and important concurrent positions
April 1984
Joined the Johnan Shinkin Bank
September 1990 Joined Nagasakiya Co., Ltd.
April 2000
Joined the Company
April 2006
Manager of Accounts & Finance Department
April 2017
Internal Auditing Section of the President’s Office and Accounts &Finance Department
August 2019
Assistant to Audit & Supervisory Board Members, Internal Auditing
Section of the President’s Office and Accounts & Finance Department
June 2020
Audit & Supervisory Board Member (current position)
Number of the Company’s shares owned: 2,759 shares
Number of years since assumption of office: 4 years
Attendance at Board of Directors meetings and Audit & Supervisory Board meetings (FY2023) (percentage and number of times)
Board of Directors meetings: 100% (14 of 14 meetings)
Audit & Supervisory Board meetings: 100% (16 of 16 meetings)
Reasons for nomination as a candidate for Audit & Supervisory Board Member:
Mr. Sakaru Makino joined the Company after working in a financial institution and theaccounting department of a business company. Since joining the Company, he has mainly been
engaged in the finance, accounting, and internal audit departments, and has a wealth of businessexperience and knowledge cultivated through his work. Since his assumption of office as Audit& Supervisory Board Member in June 2020, he has utilized such experience and knowledge tofully exercise audit functions for the sound business development of the Company group. For
these reasons, the Company has again nominated him as a candidate for Audit & Supervisory
Board Member because the Company has determined that he is suitable for the position.

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2

Takeshi Shiba

Date of birth: April 22, 1960
Gender: Male

New election
OutsideIndependent officer

Career summary, positions, and important concurrent positions
August 1986
Joined Chuo Audit Corporation
March 1988
Registered as a certified public accountant
July 2005
Representative Partner of Chuo Aoyama Audit Corporation
September 2006 Representative Partner of PricewaterhouseCoopers Arata LLC
July 2013
Executive Board Member of The Japanese Institute of Certified Public
Accountants
June 2016
Auditor of Kato Memorial Bioscience Foundation (current position)
July 2019
Member of the Expert and Practitioner Council for Certification, Etc.,
under the Next Generation Medical Infrastructure Act, the Cabinet Office
September 2020 Established Takeshi Shiba Accounting Office (to date)June 2021
Outside Audit & Supervisory Board Member of Industrial Decisions, Inc.
(currently Exponential Design, Inc.) (current position)
Important concurrent positions
Certified public accountant
Chairman of the Discipline Examination Committee of The Japanese Institute of Certified
Public Accountants
Auditor of Kato Memorial Bioscience Foundation
Outside Audit & Supervisory Board Member of Exponential Design, Inc.
Number of the Company’s shares owned: None
Reasons for nomination as a candidate for Outside Audit & Supervisory Board Member:
Mr. Takeshi Shiba has been nominated as a candidate for Outside Audit & Supervisory Board
Member because he can be expected to audit the Company’s management from an objective
standpoint with his expertise and experience in financial and accounting matters cultivatedthrough long years of practice as a certified public accountant, as well as his experience as an
outside officer at other companies. Although he has never been involved in the management of
a company other than serving as an outside officer, the Company has determined that he will
be able to perform the duties of an Outside Audit & Supervisory Board Member appropriately
based on the above reasons.
Notes:
1.
Each of the candidates has no special interest in the Company.
2.
Mr. Takeshi Shiba, a candidate for Outside Audit & Supervisory Board Member, satisfies
the requirements for independent officers established by the TSE and the Criteria for
Independence of Outside Officers established by the Company, and the Company plans
to notify the TSE of the fact that he is an independent officer. The Criteria for
Independence of Outside Officers established by the Company are described in page 11
to page 12.
3.
In order to invite talented individuals as Outside Audit & Supervisory Board Members, it
is stipulated in the Company’s Articles of Incorporation that the Company may executean agreement with each Outside Audit & Supervisory Board Member to limit that
person’s liability for damages to the Company to a certain extent, and if this proposal isapproved as proposed, Mr. Takeshi Shiba will execute a liability limitation agreementwith the Company to limit his liability for damages under Article 423, Paragraph 1 of theCompanies Act in accordance with the provisions of Article 427, Paragraph 1 of theCompanies Act.
An outline of the terms of the agreement is as follows.
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(i)

4.

5.

If an Outside Audit & Supervisory Board Member assumes any liability fordamages to the Company due to failing to perform his/her duties, he/she will be
liable for such damages up to the sum of the amounts set out in the items of Article
425, Paragraph 1 of the Companies Act.
(ii) The above limitation of liability is only permitted if the Outside Audit &Supervisory Board Member has acted in good faith without gross negligence when
performing the duties that caused the liability.
The Company has executed with an insurance company a directors and officers liability
insurance agreement provided for in Article 430-3, Paragraph 1 of the Companies Act,
which is outlined below and under which each Audit & Supervisory Board Member is an
insured. Each of the candidates for Audit & Supervisory Board Member will become an
insured under the insurance agreement if that person is elected as Audit & Supervisory
Board Member. The insurance agreement will be renewed in October 2024.
(i) Scope of insured persons
Directors, audit & supervisory board members, and executive officers of theCompany and its subsidiaries.
(ii) Insurance premiums substantially borne by each insured
The insurance premiums are borne by the Company and each insured will not bear
insurance premiums.
(iii) Outline of events covered by the insurance
Any damage (legal damages and dispute costs) suffered by a claim for damages
resulting from an insured’s execution of business or performance of duties will becovered.
(iv) Measures taken to prevent appropriateness of the duties of directors and officers,etc., from being impaired.
There is an exemption clause to the effect that liability arising from any willful actof violation of laws and ordinances, offering of illegal personal profits, or any
criminal act, etc., by the insured will not be covered.
Each of the above numbers of shares indicates the number of shares held as of March 31,
2024 plus the relevant person’s share in the officer stock ownership association as of April
30, 2024.

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Proposal No. 3 Election of Two (2) Substitute Audit & Supervisory Board Members
In preparation for any cases where the number of Audit & Supervisory Board Members falls
short of the number stipulated in the statutory provisions, the Company proposes that two
substitute Audit & Supervisory Board Members be elected in advance. Among the candidates
for substitute Audit & Supervisory Board Members, the Company proposes the election of Mr.
Katsumasa Tomizawa as a substitute Audit & Supervisory Board Member for Audit &Supervisory Board Members other than Outside Audit & Supervisory Board Members, and Mr.
Motohiro Suzuki as a substitute Outside Audit & Supervisory Board Member for Outside Audit& Supervisory Board Members.
The election by this proposal may be nullified by a resolution by the Board of Directors withthe consent of the Audit & Supervisory Board only before the substitutes’ assumption of officeas Audit & Supervisory Board Members.
In addition, the consent of the Audit & Supervisory Board has been obtained with respect to thesubmission of this proposal.
The candidates for substitute Audit & Supervisory Board Members are as follows.
1

Katsumasa Tomizawa

Date of birth: September 10, 1965
Gender: Male

Career summary, positions, and important concurrent positions
April 1989
Joined Japan Air System Co., Ltd.
October 2011
Joined Baroque Japan Limited
October 2012
Joined the Company
April 2013
General Manager of Public Relations Department (current position)
Number of the Company’s shares owned: 840 shares
Reasons for nomination as a candidate for substitute Audit & Supervisory Board
Member:Mr. Katsumasa Tomizawa has worked in departments such as accounting and finance at abusiness company, and after joining the Company, he has served as the General Manager of the
Public Relations Department. He also possesses a wide range of knowledge regarding theCompany’s overall operations. The Company has nominated him as a candidate for substitute
Audit & Supervisory Board Member because he can be expected to utilize his experience andknowledge to audit the Company if he assumes office as Audit & Supervisory Board Member.

82Motohiro Suzuki

Date of birth: September 9, 1978
Gender: Male

OutsideIndependent officer

Career summary, positions, and important concurrent positions
October 2003
Registered as an attorney-at-law (Dai-ichi Tokyo Bar Association)
Joined Nagashima Ohno & Tsunematsu
September 2009 Joined Kobayashi Law Firm
October 2009
Director of Suzuko Holdings Co., Ltd.
October 2009
Director of Suzuko Corporation Co., Ltd. (current position)
April 2013
Established Motohiro Suzuki Law Office (to date)
April 2015
Representative Director of Bellwood East Co., Ltd. (current position)
August 2017
Audit & Supervisory Board Member of TENDA Co., Ltd.
May 2018
Outside Audit & Supervisory Board Member of TENDA Co., Ltd.
(current position)
August 2018
Audit & Supervisory Board Member of Suzuko Real Estate Co., Ltd.
(current position)
Important concurrent positions
Attorney-at-law
Director of Suzuko Corporation Co., Ltd.
Representative Director of Bellwood East Co., Ltd.
Outside Audit & Supervisory Board Member of TENDA Co., Ltd.
Audit & Supervisory Board Member of Suzuko Real Estate Co., Ltd.
Number of the Company’s shares owned: None
Reasons for nomination as a candidate for substitute Outside Audit & Supervisory Board
Member:Mr. Motohiro Suzuki has sophisticated knowledge of corporate legal affairs as an attorney-atlaw and also has experience serving as an outside officer and manager at other companies. The
Company has nominated him as a candidate for substitute Outside Audit & Supervisory Board
Member because he can be expected to utilize his specialized knowledge and abundant
experience to audit the Company’s management from an objective standpoint if he assumes
office as Outside Audit & Supervisory Board Member.
Notes:
1.
Each of the candidates has no special interest in the Company.
2.
Mr. Motohiro Suzuki, a candidate for substitute Outside Audit & Supervisory Board
Member, satisfies the requirements for independent officers established by the TSE andthe Criteria for Independence of Outside Officers established by the Company, and if heassumes office as Audit & Supervisory Board Member, the Company will notify the TSEof the fact that he is an independent officer. The Criteria for Independence of Outside
Officers established by the Company are described in page 11 to page 12.
3.
In order to invite talented individuals as Outside Audit & Supervisory Board Members, it
is stipulated in the Company’s Articles of Incorporation that the Company may executean agreement with each Outside Audit & Supervisory Board Member to limit that
person’s liability for damages to the Company to a certain extent, and if Mr. Motohiro
Suzuki assumes office as Audit & Supervisory Board Member, he will execute a liability
limitation agreement with the Company to limit his liability for damages under Article
423, Paragraph 1 of the Companies Act in accordance with the provisions of Article 427,
Paragraph 1 of the Companies Act.
An outline of the terms of the agreement is as follows.
(i) If an Outside Audit & Supervisory Board Member assumes any liability fordamages to the Company due to failing to perform his/her duties, he/she will be
9

4.

5.

liable for such damages up to the sum of the amounts set out in the items of Article
425, Paragraph 1 of the Companies Act.
(ii) The above limitation of liability is only permitted if the Outside Audit &Supervisory Board Member has acted in good faith without gross negligence when
performing the duties that caused the liability.
The Company has executed with an insurance company a directors and officers liability
insurance agreement provided for in Article 430-3, Paragraph 1 of the Companies Act,
which is outlined below. Each of the candidates for substitute Audit & Supervisory Board
Member will become an insured under the insurance agreement if that person assumes
office as Audit & Supervisory Board Member. The insurance agreement will be renewedin October 2024.
(i) Scope of insured persons
Directors, audit & supervisory board members, and executive officers of theCompany and its subsidiaries.
(ii) Insurance premiums substantially borne by each insured
The insurance premiums are borne by the Company and each insured will not bear
insurance premiums.
(iii) Outline of events covered by the insurance
Any damage (legal damages and dispute costs) suffered by a claim for damages
resulting from an insured’s execution of business or performance of duties will becovered.
(iv) Measures taken to prevent appropriateness of the duties of directors and officers,etc., from being impaired.
There is an exemption clause to the effect that liability arising from any willful actof violation of laws and ordinances, offering of illegal personal profits, or any
criminal act, etc., by the insured will not be covered.
Each of the above numbers of shares indicates the number of shares held as of March 31,
2024 plus the relevant person’s share in the stock ownership association as of April 30,
2024.

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Criteria for Independence of Outside Officers
The Company has established the criteria for independence of outside officers (Outside
Directors and Outside Audit & Supervisory Board Members) as described below, and it will be
determined that an outside officer is independent from the Company and that conflicts ofinterest are not likely to arise between the outside officer and general shareholders if the outside
officer does not fall under any of the items below as a result of an investigation by the Company
to a reasonable extent possible:
an executive1 of the Company or any of its subsidiaries (collectively, the “Group”) or the
person who has been an executive of the Group in the past ten years (or, if the person wasa non-executive director, audit & supervisory board member, or accounting auditor of theGroup at any time in the past ten years, then in the period of ten years prior to that person’s
assumption of office);(ii) a person whose major business partner is the Group2 or its executive;(iii) a major business partner of the Group3 or its executive;(iv) a consultant, accounting expert, or legal expert who receives a large amount of money orother assets4 other than officers’ compensation from the Group (if the person who receives
such assets is a corporation, partnership, or similar organization, then a person who
belongs to the organization);(v) a person who belongs to an audit corporation that conducts statutory audits of the Group(vi) a person who receives donations or contributions exceeding a certain amount5 from theGroup (if the person who receives such donations or contributions is a corporation,
partnership, or similar organization, then its director or other executive);(vii) an executive of a major financial institution6 from which the Group borrows money or its
parent company or subsidiary;(viii) a major shareholder7 of the Group, or if the major shareholder is a corporation, then its
executive;(ix) an executive of a company whose major shareholder is the Group;(x) an executive of a company to which a director is seconded from the Group (whether fulltime or part-time) or its parent company or subsidiary;(xi) a person who has fallen under any of items (ii) through (x) above in the past three years;or(xii) an immediate family member8 of a person who falls under any of items (i) through (xi)above (limited to those in an important position9).
(i)

*1
*2

*3
*4

*5

An “executive” means an “executive” provided for in Article 2, Paragraph 3, Item 6 of
the Regulations for Enforcement of the Companies Act and includes not only executive
directors but also employees.
A “person whose major business partner is the Group” means a business partner group(meaning a corporate group composed of a direct trading partner, its parent company andsubsidiaries, and subsidiaries of the parent company; the same applies below) that
supplies products or services to the Group with the amount of transactions for theimmediately preceding fiscal year exceeding 2% of the annual consolidated sales of thatbusiness partner group.
A “major business partner of the Group” means a business partner group to which theGroup supplies products or services with the amount of transactions for the immediately
preceding fiscal year exceeding 2% of the annual consolidated sales of the Group.
A “large amount of money or other assets” means an amount of money or other financial
benefits received by that person for the immediately preceding fiscal year exceeding a
total of 10 million yen on an annual basis (or, if the person who receives such assets is a
corporation, partnership, or similar organization, an amount of money or other financial
benefits that exceeds the greater of either a total of 10 million yen on an annual basis or
2% of the gross income of that organization for the immediately preceding fiscal year).
“Donations or contributions exceeding a certain amount” means donations orcontributions received in the immediately preceding fiscal year that exceed the greater of
11

*6
*7
*8
*9

either a total of 10 million yen on an annual basis or 2% of the gross income of that person
for the immediately preceding fiscal year.
A “major financial institution” means a financial institution the total amount ofborrowings from which as of the end of the immediately preceding fiscal year exceeds
2% of the consolidated total assets of the Company.
A “major shareholder” means a shareholder whose ratio of voting rights held (bothdirectly and indirectly) is 10% or more of all voting rights.
An “immediate family member” means a spouse and a relative within the second degreeof kinship.
A “person in an important position” means a director (excluding outside directors),
statutory executive officer (shikko-yaku), executive officer, or employee who is in asenior-management position at least equivalent to a division general manager, person who
belongs to an audit corporation or accounting firm as a certified accountant, person who
belongs to a law firm as an attorney, and person who belongs to an incorporated
foundation, incorporated association, incorporated educational institution, or otherincorporation as an officer such as a trustee, director, or auditor, or other person who isobjectively and reasonably deemed to be in a similarly important position.
End

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