This document has been translated from the Japanese original for reference purposes only. In the eventof any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Securities code: 4028)
June 8, 2023
(Date of commencement of measures for providing information in electronic format: May 30, 2023)
To Those Shareholders with Voting Rights
Hideo Takahashi
Executive Director, President
ISHIHARA SANGYO KAISHA, LTD.
3-15, Edobori 1-chome, Nishi-ku, Osaka

NOTICE OF THE 100th ORDINARY GENERAL MEETING OF SHAREHOLDERSFirstly, we would like to extend our sincere thanks for your ongoing support.
We are pleased to inform you that the 100th Ordinary General Meeting of Shareholders will be held as follows.
We have adopted measures for providing information in electronic format for this General Meeting of
Shareholders. The matters provided in electronic format have been posted on the following Internet website as“Notice of the 100th Ordinary General Meeting of Shareholders” and “Other Matters Provided in Electronic
Format (Matters Omitted from the Paper Copy).”
The Company’s website:
https://www.iskweb.co.jp/eng/ir/stockholders.html
This information also been posted on the following website.
The website of the Tokyo Stock Exchange:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show*Please access the website shown above, enter the Company’s name or securities code to search,and select “Basic information” then “Documents for public inspection/PR information” to viewthe information.
Please exercise your voting rights in writing or via the Internet, etc. by 5:30 p.m. on Tuesday, June 27, 2023, after
reading the attached REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS.

- 1-

1.
2.
3.

Date and Time: 10:00 a.m., Wednesday, June 28, 2023 (Reception opens: 9:00 a.m.)
Venue: Hall on the 5th floor of Shin-Ishihara Building, at 3-15, Edobori 1-chome, Nishi-ku, Osaka(Shin-Ishihara Building: Please use Exit 5-B of Higobashi Station, Osaka Metro Yotsubashi Line.)
Objectives of the Meeting
Reports:
1. The Business Report and the Consolidated Financial Statements for the 100th Fiscal Year (from April 1,
2022 to March 31, 2023), as well as the audit reports on the Consolidated Financial Statements by theCompany’s Accounting Auditors and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 100th Fiscal Term (from April 1, 2022 to March 31,
2023)
Matters to Be Resolved
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Nine (9) Directors
Proposal No. 3: Election of Four (4) Audit & Supervisory Board Members
Proposal No. 4: Election of One (1) Substitute Audit & Supervisory Board Member

4. How to Exercise Your Voting Rights
If you are attending the General Meeting of Shareholders
Please present the enclosed Voting Rights Exercise Form at the reception desk on arrival at the meeting.
Date & Time: 10:00 a.m., Wednesday, June 28, 2023
(Reception opens: 9:00 a.m.)

If you are exercising your voting rights in writing
Please indicate your approval or disapproval of the matters to be resolved on the Voting Rights Exercise
Form enclosed herewith, and return it to us. If you do not indicate your vote on a proposal, this will betreated as a vote in favor of the proposal.
Deadline: The form should arrive by 5:30 p.m., Tuesday, June 27, 2023.
If you are exercising your voting rights via the Internet, etc.
Please first read the attached Guidance on the Exercise of Voting Rights via the Internet, etc. (p. 3)
and indicate your approval or disapproval.
Deadline: Votes should be accepted by 5:30 p.m., Tuesday, June 27, 2023.
 If you have exercised your voting rights both in writing and via the Internet, etc., the votes cast via the Internet, etc. shall be deemedvalid. If you have exercised your voting rights via the Internet, etc. multiple times, the votes cast last shall be deemed valid.
 The costs incurred for access to the website for the exercise of voting rights via the Internet (such as Internet connection fees, phonecharges, etc.) shall be borne by the shareholders.
 Of the matters provided in electronic format, the items listed below are not included in the paper copy sent to shareholders who haverequested it, in accordance with laws and regulations, as well as the provisions of Article 19 of our Articles of Incorporation. Thus, thepaper copy sent to shareholders who have requested it includes only part of the subjects audited by the Audit & Supervisory Board
Members and the Accounting Auditor in preparing their Audit Reports.
• Principal Business Locations, Employees, Accounting Auditor, and Systems to Ensure the Proper Business Operation of the
Corporate Group Composed of the Company and Its Subsidiaries, Including Systems to Ensure that Directors Execute Duties inLine with Relevant Laws, Regulations and the Articles of Incorporation, and Status of Their Operation in the Business Report• Consolidated Statement of Changes in Net Assets and Notes to Consolidated Financial Statements• Non-consolidated Statement of Changes in Net Assets and Notes to Non-consolidated Financial Statements

If any situation arises that requires amendment to the matters provided in electronic format, such amendment will
be posted on the websites on which they are posted, together with the matters before and after amendment.
- 2-

Guidance on the Exercise of Voting Rights via the Internet, etc.
How to scan the QR code
“Smart Voting”
You can log in to the voting rights exercise
website without entering a “voting rights
exercise code” and a “password.”

How to enter a voting rights exercise code and apassword
The voting rights exercise website:

https://www.web54.net
Please use your smartphone to scan the“voting rights exercise website login QR
code” on the bottom right of the voting
rights exercise form.

Please access the voting rights exercise
website.



Please enter the “voting rights exercise code”
on the bottom left of the reverse side of thevoting rights exercise form.

Please enter your vote for each proposal byfollowing the instructions on the screen.

Please enter the “password” on the bottom
left of the reverse side of the voting rights
exercise form.

Voting rights can be exercised only once
using “Smart Voting.”
If you want to change your vote after
exercising your voting rights, please enter the“voting rights exercise code” and “password”
on the voting rights exercise form to log in to
the voting rights exercise website byfollowing the instructions under “How toenter a voting rights exercise code and apassword” on the right hand side, andexercise your voting rights again.
* You can access the voting rights exercise
website on the right hand side by scanning
the QR code again.
* “QR code” is a registered trademark of
DENSO WAVE INCORPORATED.



Please enter your vote for each proposal byfollowing the instructions on the screen.



Please call the number on the righthand side, if you have any questions
relating to the exercise of voting rights
via the Internet.

Transfer Agency Web Support
Hotline, Sumitomo Mitsui Trust Bank

0120-652-031
Business hours: 9:00 a.m. to 9:00 p.m.

To institutional investors
In addition to the exercise of voting rights via the Internet as stated above, you may use the electronic voting platform
operated by ICJ, Inc. only if you apply for its use in advance.

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REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS
Proposals and References

Proposal No. 1

Appropriation of Surplus

One of the most important management policies of the Company is to increase corporate value while returning
profits to our shareholders.
Our basic principle for dividends is to continue to implement stable dividend distribution according to ourbusiness performance, taking into comprehensive consideration the business trends, financial condition, and needto enhance our internal reserve for business expansion into the future; moreover, to flexibly implement
repurchases of treasury stock and provide shareholder returns with an awareness of the total return ratio.
Based on the results for the fiscal year ended March 31, 2023, and the outlook for the business environment, wehave decided to pay a year-end dividend of 42 yen per share, a 6-yen increase from that for the previous fiscal
year, as summarized below.
1.

Type of dividend property
Cash

2.

Matters concerning the allocation of dividend property to shareholders and the total amountthereof42 yen per share of common stock of the Company
Total: 1,601,899,488 yen

3.

Date on which the dividend of surplus takes effectJune 29, 2023

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REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS

Election of Nine (9) Directors

Proposal No. 2

The terms of office of all current nine (9) Directors will expire at the conclusion of this General Meeting of
Shareholders.
We therefore propose that nine (9) Directors (three (3) of whom are Outside Directors) be elected.
The candidates for Directors are as follows:

Candidate
No.

Full name

Posts and responsibilities held at the Company

1

Kenichi Tanaka

Reappointment Executive Director, Chairman

2

Hideo Takahashi

Reappointment

3

Hiroshi Okubo

4

Kiyomitsu Yoshida

5

Yasunobu Kawazoe

6

Masaki Shimojo

7

Tatsuo Hanazawa

8

Satoshi AndoTerm of officeas Director
9 years

Executive Director, President & Chief Executive
Officer, Chief Compliance Officer (CCO)
Director, Managing Executive Officer, Director
Reappointment of Corporate Administration & Planning
Headquarters
Director, Senior Managing Executive Officer,
Reappointment
in charge of Organic Chemicals BusinessDirector, Managing Executive Officer, Director
Reappointmentof Finance & Accounting Headquarters
Director, Managing Executive Officer, Directorof Inorganic Chemicals Sales & Marketing, R&D
Reappointment
Strategy Headquarters, Assistant Director of
R&D Strategy Headquarters

4 years
1 year
5 years
4 years

9

Akemi Uchida

New appointment

Newappointment[Outside][Independent]

Candidate for new Director－

Reappointment

Candidate for reappointment[Outside] Outside Officer

94%(17/18)100%(18/18)100%(18/18)4 years100%(18/18)3 years

94%(17/18)--

Reappointment[Outside] Director[Independent]

92%(12/13)

3 years

Reappointment[Outside] Director
Independent

Attendance atBoard ofDirectors
meetings
100%(18/18)100%(18/18)[Independent] Independent Officer

Notes:
1. Nomination of the candidates for Directors is decided at the Board of Directors after consulting with the Personnel Committee,
consisting of independent Outside Directors and Outside Audit & Supervisory Board Members. The Board of Directors nominates the
persons who are deemed appropriate as candidates for Directors after comprehensive examination of their personalities, knowledge,
abilities, etc. based on the perspective of prompt and proper decision making.
2. The Company has concluded a directors and officers liability insurance contract with an insurance company, as prescribed in Article
430-3, Paragraph 1 of the Companies Act, with all Directors as the insured. The insurance covers legal damages and litigation
expenses in the event that a claim for damages is made against the insured during the insurance period due to improper actions(including errors of omission) committed by the insured in his/her capacity as such. The Company is fully responsible for paying theinsurance premium. The Company intends to include all candidates for Directors, if appointed, in the insured under this insurance
contract. The Company intends to renew this insurance contract under the same terms when it comes due for renewal.

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REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS
Candidate No.

1

Kenichi Tanaka (Born on January 18, 1954)

Reappointment

A brief summary of his career, posts and responsibilities held, andother major offices concurrently held
Number of the Company’s shares held
25,727 shares
Term of office as Director
9 years (at the conclusion of this General
Meeting of Shareholders)
Attendance at Board of Directors
meetings
18 times / 18 meetings (100%)

April 1976
April 2009
June 2011
June 2012
June 2014
June 2015

February 2016

June 2017

June 2021

Joined the Company
Executive Officer, and Acting Director of
General Affairs Headquarters
Executive Officer, and Director of General
Affairs Headquarters
Managing Executive Officer, and Director of
General Affairs Headquarters
Director, Managing Executive Officer, andDirector of General Affairs Headquarters
Executive Director, President & Chief
Executive Officer, Chief Compliance Officer(CCO), Chairman of Compliance Committee,
Director of Business Strategy Office, andDirector of General Affairs Headquarters
Executive Director, President & Chief
Executive Officer, Chief Compliance Officer(CCO), Chairman of Compliance Committee,
and Director of General Affairs & Human
Resources Headquarters
Executive Director, President & Chief
Executive Officer, Chief Compliance Officer(CCO), and Chairman of Compliance
Committee
Executive Director, Chairman (to date) Reason for nomination as a candidate for Director

Since assuming office as President and Chief Executive Officer in 2015, Mr. Kenichi Tanaka has
demonstrated strong leadership in his management of the Company, formulating Vision 2030, theCompany’s long-term vision for the year 2030 that forms the foundation for two Mid-Term Management
Plans and the current Mid-Term Management Plan. He has accurately and efficiently engaged in the
management and administration of the entire Group. Since June 2021, he has focused on enhancing theeffectiveness of the Board of Directors and supervising management as Executive Director, Chairman.
He is deeply familiar with the Group’s external environment and corporate governance. Expectations of
his contribution to the sustained improvement of the corporate value of the Company resulted in ourdecision to re-appoint him as a candidate for our Director.
Note: No special-interest relationships exist between the Company and Mr. Kenichi Tanaka.

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Candidate No.

2

Hideo Takahashi (Born on December 4, 1956)

Reappointment

A brief summary of his career, posts and responsibilities held, andother major offices concurrently held
Number of the Company’s shares held
14,627 shares
Term of office as Director
4 years (at the conclusion of this General
Meeting of Shareholders)
Attendance at Board of Directors
meetings
18 times / 18 meetings (100%)

April 1980
June 2013
June 2014
June 2015
October 2015

June 2018
June 2019
June 2021

Joined the Company
Executive Officer, and Deputy Director of
R&D Strategy Headquarters
Executive Officer, and Acting Director of
R&D Strategy Headquarters
Executive Officer, and Director of R&D
Strategy Headquarters
Executive Officer, Director of R&D Strategy
Headquarters and Battery & Power
Generation Materials Development
Promotion Headquarters
Managing Executive Officer, and Director of
R&D Strategy Headquarters
Director, Managing Executive Officer, andDirector of Yokkaichi Plant
Executive Director, President & Chief
Executive Officer, and Chief Compliance
Officer (CCO) (to date)

Major other offices concurrently held
Director and Chairman at ISK AMERICAS INCORPORATED

 Reason for nomination as a candidate for Director

Mr. Hideo Takahashi has experience including research, product development, sales and served as
Director of a plant and Director of R&D Strategy Headquarters. He was appointed President and Chief
Executive Officer in June 2021. Since assuming office, he has properly made decisions and conductedsupervision on important business execution and management based on his abundant experience andachievements.
Since assuming office as President and Chief Executive Officer, he has used his experience,achievements and leadership to guide management of the entire Group to achieve the goals of theCompany’s long-term vision, Vision 2030. We expect that Mr. Takahashi will contribute to thesustained improvement of the corporate value of the Group. This resulted in our decision to re-appoint
him as a candidate for our Director.
Note: No special-interest relationships exist between the Company and Mr. Hideo Takahashi.

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REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS
Candidate No.

3

Hiroshi Okubo (Born on December 9, 1961)

Reappointment

A brief summary of his career, posts and responsibilities held, andother major offices concurrently held
Number of the Company’s shares held
7,900 shares
Term of office as Director
1 year (at the conclusion of this General
Meeting of Shareholders)
Attendance at Board of Directors
meetings
12 times / 13 meetings (92%)

April 1986
June 2016

Joined the Company
Seconded to ISK ENGINEERINGPARTNERS CORPORATION (Executive
Officer)
Seconded to FUJI TITANIUM INDUSTRY
CO., LTD. (Director, Managing Executive
Officer)
General Manager of Corporate Planning &Administration Division, Corporate
Administration & Planning Headquarters
Executive Officer, Deputy Director of
Corporate Administration & Planning
Headquarters
Managing Executive Officer, Director of
Corporate Administration & Planning
Headquarters
Director, Managing Executive Officer,
Director of Corporate Administration &Planning Headquarters (to date)July 2017

June 2020
June 2020
June 2021
June 2022

 Reason for nomination as a candidate for Director

Mr. Hiroshi Okubo has experience in production, environment, safety and health, and other divisions at
plants, as well as in the management of subsidiaries and affiliates. He is currently engaged in corporate
administration and planning, and is in charge of human rights due diligence and DX promotion.
We expect that Mr. Okubo will contribute to the sustained improvement of the corporate value of theGroup by using this experience and knowledge in the formulation and deliberation of management
strategy and supervision of business execution, etc. by the Board of Directors. This resulted in ourdecision to re-appoint him as a candidate for our Director.
Note: No special-interest relationships exist between the Company and Mr. Hiroshi Okubo.

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REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS
Candidate No.

4

Kiyomitsu Yoshida (Born on May 19, 1958)

Reappointment

A brief summary of his career, posts and responsibilities held, andother major offices concurrently held
Number of the Company’s shares held
10,963 shares
Term of office as Director
5 years (at the conclusion of this General
Meeting of Shareholders)
Attendance at Board of Directors
meetings
17 times / 18 meetings (94%)

April 1981
June 2014
May 2016
June 2016
June 2017

June 2018
January 2019
February 2019

June 2019
June 2021

June 2022

Joined the Company
Executive Officer, and Acting Director ofCentral Research InstituteExecutive Officer, Acting Director of Central
Research Institute, and Director of Animal
Health Headquarters
Executive Officer, Director of Central
Research Institute, and Director of Animal
Health Headquarters
Managing Executive Officer, Director ofCentral Research Institute, and Director of
Animal Health Headquarters
Director, Managing Executive Officer, Deputy
Director of Biosciences Sales & Marketing,and Director of Animal Health Headquarters
Director, Managing Executive Officer,
Director of Biosciences Sales & Marketing,and Director of Animal Health Headquarters
Director, Managing Executive Officer,
Director of Biosciences Business
Headquarters, and Director of Animal Health
Headquarters
Director, Managing Executive Officer, andDirector of Biosciences Business
Headquarters
Director, Senior Managing Executive Officer,
in charge of Organic Chemicals Business, andDirector of Biosciences Business
Headquarters
Director, Senior Managing Executive Officer,
in charge of Organic Chemicals Business (todate)

Major other offices concurrently held
Director and Chairman at ISK BIOSCIENCES EUROPE N.V.

 Reason for nomination as a candidate for Director

Mr. Kiyomitsu Yoshida has been engaged in sales, research & development, operation of a research
institute, etc., mainly in the organic chemicals department, and has properly made decisions andconducted supervision on important business execution and management based on his abundant
experience and achievements.
Since taking charge of the Organic Chemicals Business in June 2021, he has been engaged in planningand examining, or supervising the execution of, management strategies across the bioscience andhealthcare fields. We expect that Mr. Yoshida will contribute to the sustained improvement of thecorporate value of the Group. This resulted in our decision to re-appoint him as a candidate for our
Director.
Note: No special-interest relationships exist between the Company and Mr. Kiyomitsu Yoshida.

- 9-Candidate No.

5

Yasunobu Kawazoe (Born on August 5, 1958) Reappointment
A brief summary of his career, posts and responsibilities held, andother major offices concurrently held

Number of the Company’s shares held
20,814 shares
Term of office as Director
4 years (at the conclusion of this General
Meeting of Shareholders)
Attendance at Board of Directors
meetings
18 times / 18 meetings (100%)

April 1982

Joined Long-Term Credit Bank of Japan,
Limited (currently SBI Shinsei Bank,
Limited)April 2012
Executive Officer, and General Manager ofInstitutional Credit Management Division,
Shinsei Bank, Limited (currently SBI Shinsei
Bank, Limited)
April 2015
Managing Executive Officer, Chief Risk
Officer, and Head of Risk Management
Group, Shinsei Bank, Limited (currently SBI
Shinsei Bank, Limited)
April 2016
Managing Executive Officer, and Head of
Credit Risk Management, Shinsei Bank,
Limited(currently SBI Shinsei Bank,
Limited)December 2016 Retired from Shinsei Bank, Limited(currently SBI Shinsei Bank, Limited)
January 2017
Advisor to Ishihara Sangyo Kaisha, Ltd.
June 2017Managing Executive Officer, and Director of
Finance & Accounting Headquarters
June 2019
Director, Managing Executive Officer, andDirector of Finance & Accounting
Headquarters (to date) Reason for nomination as a candidate for Director

Mr. Yasunobu Kawazoe, has properly made decisions and conducted supervision on important businessexecution and management in fields related to the strengthening of governance, in addition to financeand accounting, based on his abundant experience and achievements, by making effective use of his
many years of experience and expertise related to finance and accounting that he had cultivated at afinancial institution. He is also in charge of public relations activities.
We expect that Mr. Kawazoe will contribute to the sustained improvement of the corporate value of theGroup by utilizing his experience and knowledge for the Board of Directors in planning and examining,or supervising the execution of, management strategies. This resulted in our decision to re-appoint him
as a candidate for our Director.
Note: No special-interest relationships exist between the Company and Mr. Yasunobu Kawazoe.

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REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS
Candidate No.

6

Masaki Shimojo (Born on April 14, 1960)

Reappointment

A brief summary of his career, posts and responsibilities held, andother major offices concurrently held
Number of the Company’s shares held
8,014 shares
Term of office as Director
3 years (at the conclusion of this General
Meeting of Shareholders)
Attendance at Board of Directors
meetings
18 times / 18 meetings (100%)

April 1983
October 2016
June 2019
June 2020

June 2021

Joined the Company
Executive Officer, and Director of Inorganic
Chemicals Sales & Marketing
Managing Executive Officer, Director of
Inorganic Chemicals Sales & Marketing, andDirector of R&D Strategy Headquarters
Director, Managing Executive Officer,
Director of Inorganic Chemicals Sales &Marketing, and Director of R&D Strategy
Headquarters
Director, Managing Executive Officer, andDirector of Inorganic Chemicals Sales &Marketing, R&D Strategy Headquarters
Assistant Director of R&D Strategy
Headquarters (to date)

Major other offices concurrently held
Director and Chairman at ISHIHARA CORPORATION (U.S.A.)
Chairman at ISK TAIWAN CO., LTD.

 Reason for nomination as a candidate for Director

Mr. Masaki Shimojo has been engaged in sales, research, product development, and production, etc.
mainly in the inorganic chemicals department. He has properly made decisions and conductedsupervision on important business execution and management in the fields of research, development,
and domestic and international market expansion, based on his abundant experience and achievements.
We expect that Mr. Shimojo will contribute to the sustained improvement of the corporate value of theGroup by utilizing his experience and knowledge for the Board of Directors in planning and examining,or supervising the execution of, management strategies. This resulted in our decision to re-appoint him
as a candidate for our Director.
Note: No special-interest relationships exist between the Company and Mr. Masaki Shimojo.

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REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS
Candidate No.

7

Tatsuo Hanazawa (Born on April 30, 1951)
Reappointment

Outside Officer

Independent Officer

A brief summary of his career, posts and responsibilities held, andother major offices concurrently held
Number of the Company’s shares held
3,300 shares

April 1975

Term of office as Outside Director
4 years (at the conclusion of this General
Meeting of Shareholders)August 1990

Attendance at Board of Directors
meetings
18 times / 18 meetings (100%)

May 1992
July 1995
July 1997
July 1999
April 2000
July 2001
July 2002

January 2004

October 2005
April 2006

April 2013
June 2019- 12-

Joined Ministry of Agriculture and Forestry(currently Ministry of Agriculture, Forestry
and Fisheries)
Research Administrator of Administration
Division, Food and Marketing BureauCounselor, Embassy of Japan in the People’s
Republic of China
Councilor, Cabinet Councilors’ Office inInternal Affairs, Cabinet Secretariat
Manager of Mountainous and Snowy
Regions Development Division, National
Land Agency
Manager of Upland Crop Division,
Agricultural Production Bureau
Deputy Director-General of Hokuriku
Regional Agricultural Administration OfficeDirector-General of Kinki Chugoku
Regional Forest Office
Assistant Vice-Minister, Minister’s
Secretariat and Land and Water Bureau,
Ministry of Land, Infrastructure, Transport
and Tourism
Director of Selection and Evaluation
Committee, Bio-Oriented Technology
Research Advancement Institution, National
Agriculture and Food Research Organization
Executive Director of Japan Food Industry
Center (currently Japan Food Industry
Association)
Executive Director of Japan Food Industry
Center and Japan Food Safety Management
System Assessment & Registration Senior
Manager
Executive Director of Japan Food Industry
Association
Outside Director of the Company (to date) Reason for nomination as a candidate for Outside Director and summary of expected roles

Mr. Tatsuo Hanazawa, currently serving as Outside Director of the Company, has experience andknowledge of public administration, especially of agricultural policies both inside and outside Japan, andexperience in the environmental field. Based on this experience, he provides appropriate advice andsupervision of the management of the Company, in the fields of expansion of the domestic and overseas
markets and environmental issues. In addition, he also serves as Chairman of the Compensation
Committee and a member of the Personnel Committee and Evaluation Committee, actively expressing
his opinions. Mr. Hanazawa has never in the past been involved in the management of a company except
as an Outside Director. However, for these reasons, he is expected to perform his duties as Outside
Director adequately from an independent standpoint. This resulted in our decision to re-appoint him as a
candidate for our Outside Director.
Notes:
1. No special-interest relationships exist between the Company and Mr. Tatsuo Hanazawa.
2. Mr. Tatsuo Hanazawa is a candidate for Outside Director.
3. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Articles of Incorporation stipulate that the Company may
enter into an agreement with an Outside Director that sets a limit on the liability for damages under Article 423, Paragraph
1 of the Companies Act. The Company has entered into an agreement on limitation of liability (the larger of an amountdetermined in advance, which shall be equal to or more than 10 million yen, and an amount prescribed by laws andregulations) with Mr. Tatsuo Hanazawa, and will renew the current agreement with him upon the approval of his reelection at this General Meeting of Shareholders.
4. Mr. Tatsuo Hanazawa meets the requirements of the “Criteria for the Independence of Outside Officers at the Company”
and the requirements for Independent Officer set by the TSE. The Company has notified the TSE of his election as an
Independent Officer as required by the TSE. If his re-election is approved at this General Meeting of Shareholders, theCompany will continue to appoint him as an Independent Officer.

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REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS
Candidate No.

8

Satoshi Ando (Born on April 27, 1974)
Reappointment

Outside Officer

Independent Officer

A brief summary of his career, posts and responsibilities held, andother major offices concurrently held
Number of the Company’s shares held
1,600 shares

October 2001

Term of office as Outside Director
3 years (at the conclusion of this General
Meeting of Shareholders)

October 2001
May 2015

Attendance at Board of Directors
meetings
17 times / 18 meetings (94%)

May 2016
June 2020

Admitted to the bar (Dai-Ichi Tokyo Bar
Association)
Joined Onishi Shoichiro Law OfficeSenior Partner of Onishi Shoichiro Law
Office (to date)Outside Director (Audit & Supervisory
Committee Member) of TOHO CO., LTD.
(to date)
Outside Director of the Company (to date)

Major other offices concurrently held
Attorney-at-law
Outside Director (Audit & Supervisory Committee Member) of TOHOCO., LTD.

 Reason for nomination as a candidate for Outside Director and summary of expected roles

Mr. Satoshi Ando, currently serving as Outside Director of the Company, has advanced professional
expertise as an attorney-at-law, as well as extensive experience and broad insight in corporate legal
affairs. He provides appropriate advice and supervision of the management of the Company, in the fieldsof law, risk management, finance, and accounting, from an independent and legal standpoint. In addition,
he also serves as a member of the Compensation Committee, Personnel Committee and Evaluation
Committee, actively expressing his opinions. Mr. Ando has never in the past been involved in the
management of a company except as an Outside Director. However, for these reasons, he is expected toperform his duties as Outside Director adequately from an independent standpoint. This resulted in ourdecision to re-appoint him as a candidate for our Outside Director.
Notes:
1. No special-interest relationships exist between the Company and Mr. Satoshi Ando.
2. Mr. Satoshi Ando is a candidate for Outside Director.
3. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Articles of Incorporation stipulate that the Company may
enter into an agreement with an Outside Director that sets a limit on the liability for damages under Article 423, Paragraph
1 of the Companies Act. The Company has entered into an agreement on limitation of liability (the larger of an amountdetermined in advance, which shall be equal to or more than 10 million yen, and an amount prescribed by laws andregulations) with Mr. Satoshi Ando, and will renew the current agreement with him upon the approval of his re-election at
this General Meeting of Shareholders.
4. Mr. Satoshi Ando meets the requirements of the “Criteria for the Independence of Outside Officers at the Company” andthe requirements for Independent Officer set by the TSE. The Company has notified the TSE of his election as an
Independent Officer as required by the TSE. If his re-election is approved at this General Meeting of Shareholders, theCompany will continue to appoint him as an Independent Officer.

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REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS
Candidate No.

9

Akemi Uchida (Born on April 27, 1965)
New appointment

Outside Officer

Independent Officer

A brief summary of his career, posts and responsibilities held, andother major offices concurrently held
Number of the Company’s shares held
0 shares

April 2000
August 2008

Term of office as Outside Director-

October 2016
Attendance at Board of Directors
meetings-

July 2017
June 2019
June 2020
June 2022
January 2023

Joined TOMY Company, Ltd.
General Manager of Internal Control
Promotion Department, Corporate Planning
Division
Joined Topre Corporation, Assistant to
Auditors (with General Manager status)
General Manager of Audit Department
General Manager of Corporate Planning
Department and Audit Department
Director
Senior Advisor of Toprec Corporation
Senior Director of Morpho, Inc. (to date)

Major other offices concurrently held
Senior Director of Morpho, Inc.

 Reason for nomination as a candidate for Outside Director and summary of expected roles

Ms. Akemi Uchida has extensive knowledge related to corporate planning, human resources, risk
management, and financial and management accounting, as well as experience as Director of a company
engaged in the global development, manufacture and sale of automotive press components, refrigerationequipment, etc. She is expected to utilize this knowledge and experience in managing the Company froman external perspective and an objective and neutral standpoint. This resulted in our decision to appoint
her as a new candidate for our Outside Director.
Notes:
1. No special-interest relationships exist between the Company and Ms. Akemi Uchida.
2. Ms. Akemi Uchida is a candidate for Outside Director.
3. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Articles of Incorporation stipulate that the Company may
enter into an agreement with an Outside Director that sets a limit on the liability for damages under Article 423, Paragraph
1 of the Companies Act. If the election of Ms. Akemi Uchida is approved by this General Meeting of Shareholders, theCompany intends to enter into an agreement on limitation of liability (the larger of an amount determined in advance,
which shall be equal to or more than 10 million yen, and an amount prescribed by laws and regulations) with her.
4. Ms. Akemi Uchida meets the requirements of the “Criteria for the Independence of Outside Officers at the Company” andthe requirements for Independent Officer set by the TSE. If her election is approved by this General Meeting of
Shareholders, the Company intends to notify the TSE of her election as an Independent Officer as required by the TSE.

- 15-

Election of Four (4) Audit & Supervisory Board
Members

Proposal No. 3

The terms of office of all current four (4) Audit & Supervisory Board Members will expire at the conclusion of this
General Meeting of Shareholders.
We therefore propose that four (4) Audit & Supervisory Board Members (two (2) of whom are Outside Audit &Supervisory Board Members) be elected.
This proposal has obtained the consent of the Audit & Supervisory Board.
The candidates for Audit & Supervisory Board Members are as follows:

CandidateNo.

Posts and responsibilities
held at the Company

Full nameTerm of officeas Audit &Supervisory
Board Member

Attendance atBoard ofDirectors
meetings

Attendance at
Audit &
Supervisory
Board meetings

2 years100%(18/18)100%(12/12)

1

Yoshihito Akiyama

Reappointment

Audit & Supervisory
Board Member

2

Yoichi Kobayashi

New appointment

Advisor---New appointment

3

Norihisa Kusumi

－

-

-

-

4

Yasuhiro Koike

－

-

-

-

[Outside][Independent]
New appointment

New appointment[Outside][Independent]

Candidate for new Audit &Supervisory Board Members

Reappointment

Candidate for reappointment[Outside]

Outside Officer[Independent] Independent Officer

Notes:
1. Nomination of the candidates for Audit & Supervisory Board Members is decided at the Board of Directors after consulting with the
Personnel Committee, consisting of independent Outside Directors and Outside Audit & Supervisory Board Members.
2. The Company has concluded a directors and officers liability insurance contract with an insurance company, as prescribed in Article
430-3, Paragraph 1 of the Companies Act, with all Audit & Supervisory Board Members as the insured. The insurance covers legal
damages and litigation expenses in the event that a claim for damages is made against the insured during the insurance period due toimproper actions (including errors of omission) committed by the insured in his/her capacity as such. The Company is fully
responsible for paying the insurance premium. If this proposal is approved and passed, the Company intends to include all candidates
for Audit & Supervisory Board Members in the insured under this insurance contract. The Company intends to renew this insurance
contract under the same terms when it comes due for renewal.

- 16-

Candidate No.

1

Yoshihito Akiyama (Born on June 15, 1958)

Reappointment

A brief summary of his career and posts held, and other major
offices concurrently held
Number of the Company’s shares held
5,182 shares
Term of office as Audit & Supervisory
Board Member
2 years (at the conclusion of this General
Meeting of Shareholders)
Attendance at Board of Directors
meetings
18 times / 18 meetings (100%)
Attendance at Audit &Supervisory Board meetings
12 times / 12 meetings (100%)

April 1982
Joined TOHO TITANIUM CO., LTD.
April 1991
Joined KEYENCE CORPORATION
November 2004 Joined the Company
March 2008
Deputy General Manager of Corporate
Planning & Administration Division,
Corporate Administration & Planning
Headquarters, Auditor of ISK KOREACORPORATION, and Auditor of ISK
BIOSCIENCES KOREA LTD.
April 2009
Deputy General Manager of Corporate
Planning & Administration Division,
Corporate Administration & Planning
Headquarters, and Part-time Auditor of
FUJI TITANIUM INDUSTRY CO., LTD.
June 2012
General Manager of Corporate Planning &Administration Division, Corporate
Administration & Planning Headquarters,
and Director (Part-time) of ISHIHARATECHNO CORPORATION
July 2018
Associate Director, General Manager ofThird Party Relations & Sales
Administration Division, Biosciences
Sales & Marketing of the Company
December 2018 Associate Director, General Manager ofThird Party Relations & Sales
Administration Division, Biosciences
Sales & Marketing, and Director of
ISK BIOSCIENCES EUROPE N.V.
June 2021
Audit & Supervisory Board Memberof the Company (to date)
Major other offices concurrently held
Audit & Supervisory Board Member of ISHIHARA TECHNO
CORPORATION
Audit & Supervisory Board Member of ISHIHARA SANSO KAISHA,LTD.
Audit & Supervisory Board Member of ISK ENGINEERINGPARTNERS CORPORATION
Audit & Supervisory Board Member of ISHIHARA KOSAN CO., LTD.

 Reason for nomination as a candidate for Audit & Supervisory Board Member

Mr. Yoshihito Akiyama, currently serving as Audit & Supervisory Board Member of the Company, hasserved in the Company’s management and sales divisions, and has experience as Director and Audit &Supervisory Board Member of affiliates in Japan and overseas, which endorses our expectation that he has
the ability to properly supervise and audit the management of the Company from an objective standpoint.
We therefore decided to re-appoint him as a candidate for our Audit & Supervisory Board Member.
(Note) No special-interest relationships exist between the Company and Mr. Yoshihito Akiyama.

- 17-

Candidate No.

2

Yoichi Kobayashi(Born on April 13, 1957)

New appointment

A brief summary of his career and posts held, and other major
offices concurrently held
Number of the Company’s shares held
10,600 shares
Term of office as Audit & Supervisory
Board Member-

April 1981
February 2007
April 2007

Attendance at Board of Directors
meetings
Attendance at Audit &Supervisory Board meetings-

February 2009

June 2018
June 2020
June 2022

Joined the Company
General Manager of Sales & Marketing
Strategy Planning Department, Biosciences
Business Planning Headquarters
Executive Officer, General Manager ofSales & Marketing Strategy Planning
Department, Biosciences Business Planning
Headquarters
Director (part-time) of ISK BIOSCIENCES
EUROPE N.V.
Director (part-time) at ISK BIOSCIENCES
KOREA LTD.
Executive Officer, General Manager ofThird Party Relations & Sales Strategy
Planning Division, Biosciences Business
Sales & Marketing
Executive Officer, Director of Legal & IP
Headquarters
Managing Executive Officer, Director of
Legal & IP Headquarters
Advisor, Assistant Director of Legal & IP
Headquarters (in charge of legal affairs) (todate)

 Reason for nomination as a candidate for Audit & Supervisory Board Member

Mr. Yoichi Kobayashi has served in the Company’s organic chemicals department and legal division,and has experience as Director of overseas affiliates, which endorses our expectation that he has theability to properly supervise and audit the management of the Company from an objective standpoint,
based on this experience and knowledge. We therefore decided to appoint him as a new candidate for
our Audit & Supervisory Board Member.
(Note) No special-interest relationships exist between the Company and Mr. Yoichi Kobayashi.

- 18-

Candidate No.

3

Norihisa Kusumi
New appointment(Born on July 25, 1964)
Outside Officer

Independent Officer

A brief summary of his career and posts held, and other major
offices concurrently held
Number of the Company’s shares held
0 shares
Term of office as Outside Audit &Supervisory Board Member
Attendance at Board of Directors
meetings
Attendance at Audit &Supervisory Board meetings-

April 1987
October 2009
April 2015
April 2017
April 2018
June 2020
April 2023

Joined Daiwa Bank, Ltd. (currently Resona
Bank, Limited)
General Manager of Corporate Governance
Secretariat, Resona Holdings, Inc.
General Manager of Human Resources
Services Department, Saitama Resona
Bank, Limited
Outside Auditor of The Kinki Osaka Bank,Ltd.
Director (Audit & Supervisory Committee
Member) of Kansai Mirai Financial Group,
Inc.
Managing Executive Officer of J and S
Insurance Service Co., Ltd.
Advisor of J and S Insurance Service Co.,
Ltd. (to date)

Major other offices concurrently held
Advisor of J and S Insurance Service Co., Ltd.

 Reason for nomination as a candidate for Outside Audit & Supervisory Board Member

Mr. Norihisa Kusumi has wide- ranging knowledge and insights cultivated during his many years ofservice at financial institutions, and sufficient insight related to corporate management from his
experience as a director. He is expected to utilize this knowledge, experience and insight to audit theexecution of duties from an objective and unbiased standpoint. This resulted in our decision to appoint
him as a new candidate for our Outside Audit & Supervisory Board Member.
(Notes) 1. No special-interest relationships exist between the Company and Mr. Norihisa Kusumi.
2. Mr. Norihisa Kusumi is a candidate for Outside Audit & Supervisory Board Member.
3. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Articles of Incorporation stipulate that
the Company may enter into an agreement with an Outside Audit & Supervisory Board Member that sets
a limit on the liability for damages under Article 423, Paragraph 1 of the Companies Act. If the electionof Mr. Norihisa Kusumi is approved by this General Meeting of Shareholders, the Company intends toenter into an agreement on limitation of liability (the larger of an amount determined in advance, whichshall be equal to or more than 10 million yen, and an amount prescribed by laws and regulations) withhim.
4. Mr. Norihisa Kusumi meets the requirements of the “Criteria for the Independence of Outside Officers at
the Company” and the requirements for Independent Officer set by the TSE. If his election is approvedby this General Meeting of Shareholders, the Company intends to notify the TSE of his election as an
Independent Officer as required by the TSE.

- 19-

Candidate No.

4

Yasuhiro Koike
New appointment(Born on July 31, 1962)
Outside Officer

Independent Officer

A brief summary of his career and posts held, and other major
offices concurrently held
Number of the Company’s shares held
0 shares
Term of office as Outside Audit &Supervisory Board Member
Attendance at Board of Directors
meetings-

April 1991
April 1998
April 2004
April 2012
April 2019

Admitted to the bar (Osaka Bar
Association)
Opened Koike Law OfficeOpened Ohara & Koike Law OfficeVice-president of Osaka Bar Association
Executive Governor of Japan Federation of
Bar Associations

Major other offices concurrently held
Attorney-at-law

Attendance at Audit &Supervisory Board meetings-

 Reason for nomination as a candidate for Outside Audit & Supervisory Board Member

Mr. Yasuhiro Koike has professional knowledge and experience of legal practice and sufficient insight
into corporate management. He is expected to utilize this knowledge, experience and insight to audit theexecution of duties from an objective and unbiased standpoint. This resulted in our decision to appoint
him as a new candidate for our Outside Audit & Supervisory Board Member.
(Notes) 1. No special-interest relationships exist between the Company and Mr. Yasuhiro Koike.
2. Mr. Yasuhiro Koike is a candidate for Outside Audit & Supervisory Board Member.
3. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Articles of Incorporation stipulate that
the Company may enter into an agreement with an Outside Audit & Supervisory Board Member that sets
a limit on the liability for damages under Article 423, Paragraph 1 of the Companies Act. If the electionof Mr. Yasuhiro Koike is approved by this General Meeting of Shareholders, the Company intends toenter into an agreement on limitation of liability (the larger of an amount determined in advance, whichshall be equal to or more than 10 million yen, and an amount prescribed by laws and regulations) withhim.
4. Mr. Yasuhiro Koike meets the requirements of the “Criteria for the Independence of Outside Officers at
the Company” and the requirements for Independent Officer set by the TSE. If his election is approvedby this General Meeting of Shareholders, the Company intends to notify the TSE of his election as an
Independent Officer as required by the TSE.

- 20-

Proposal No. 4

Election of One (1) Substitute Audit &Supervisory Board Member

At the 99th Ordinary General Meeting of Shareholders held on June 28, 2022, Mr. Yasuhiro Koike waselected as a substitute Audit & Supervisory Board Member. The election is effective until the time of thestart of this General Meeting of Shareholders. Therefore, one (1) substitute Audit & Supervisory Board
Member shall be appointed anew in the case that a vacancy occurs in the statutory number of auditors.
This proposal has obtained the consent of the Audit & Supervisory Board.
The candidate for substitute Audit & Supervisory Board Member is as follows:

Masaki Nakajima (Born on July 19, 1973)
New appointment

Substitute Outside Audit & Supervisory Board

Independent Officer

A brief summary of his career and posts held, and other major
offices concurrently held
Number of the Company’s shares held
0 shares

October 2001

Admitted to the bar (Osaka Bar
Association)
September 2007 Opened ACT Osaka Law Office
October 2007 Outside Auditor, Nippon Parking
Development Co., Ltd.
April 2021
Vice-president of Osaka Bar Association
Major other offices concurrently held
Attorney-at-law

Outside Auditor of Nippon Parking Development Co., Ltd.
 Reason for nomination as a candidate for substitute Outside Audit & Supervisory Board Member

Mr. Masaki Nakajima has professional knowledge and experience of legal practice and sufficientinsight into corporate management. He currently serves as an outside auditor at a company engaged indeveloping car parking. Although he has never been involved in corporate management except in thecapacity of outside officer, for the reasons above, he is expected to audit the execution of businessfrom an independent and unbiased perspective. This resulted in our decision to appoint him as a
substitute Outside Audit & Supervisory Board Member.
Notes:
1. No special-interest relationships exist between the Company and Mr. Masaki Nakajima.
2. Mr. Masaki Nakajima is a candidate for a substitute Outside Audit & Supervisory Board Member.
3. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Articles of Incorporation stipulate that theCompany may enter into an agreement with an Outside Audit & Supervisory Board Member that sets a limit on
the liability for damages under Article 423, Paragraph 1 of the Companies Act. If the election of Mr. Masaki
Nakajima is approved at this General Meeting of Shareholders and he assumes his Audit & Supervisory Board
Member role, the Company will enter into an agreement on limitation of liability (the larger of an amountdetermined in advance, which shall be equal to or more than 10 million yen, and an amount prescribed by laws
and regulations) with him.
4. Mr. Masaki Nakajima meets the requirements of the “Criteria for the Independence of Outside Officers at theCompany” and the requirements for Independent Officer set by the TSE. If his election is approved by this
General Meeting of Shareholders and he assumes his Audit & Supervisory Board Member role, the Company
will notify the TSE of his election as an Independent Officer as required by the TSE.
5. The Company has concluded a directors and officers liability insurance contract with an insurance company, asprescribed in Article 430-3, Paragraph 1 of the Companies Act, with all Audit & Supervisory Board Members
as the insured. The insurance covers legal damages and litigation expenses in the event that a claim for damages
is made against the insured during the insurance period due to improper actions (including errors of omission)committed by the insured in his/her capacity as such. If the election of Mr. Masaki Nakajima is approved at this
General Meeting of Shareholders and he assumes his Audit & Supervisory Board Member role, then he will be
included in the insured under this insurance contract. The Company intends to renew this insurance contract
under the same terms when it comes due for renewal.

- 21 -

(Reference)
Skills Matrix of Director and Audit & Supervisory Member Candidates
VisionBusiness base

Corporate
management Environment R&D andand corporate and society production
strategy

NameManagement baseGlobalbusiness

Legal andrisk
management

Human
resources
strategy

●

●

●

●

●

Financialaccounting

Directors
Kenichi Tanaka●●

Hideo Takahashi

●

●

●

Hiroshi Okubo

●

●

●

Kiyomitsu Yoshida

●

●

●

Yasunobu
Kawazoe●●●●

Masaki Shimojo
Tatsuo Hanazawa[Outside][Independent]

Satoshi Ando

[Outside][Independent]

Akemi Uchida[Outside][Independent]

●

●

●

●

●

●

●
●

●

●
●

●

●

●

●

Audit & Supervisory Members●

Yoshihito Akiyama
Yoichi Kobayashi
Norihisa Kusumi[Outside][Independent]

Yasuhiro Koike[Outside][Independent]

●

●

●

●

●
●
●

- 22 -●●●

(Reference)

Explanation of Skills■Corporate
management andcorporate strategy■Environment andsociety■R&D and production■Global business

The skills to establish growth strategies, make swift management decisions, and lead the organizationto achieve our Purpose “To continue contributing to better living environments through chemical
technologies”
This includes corporate management experience at other companies
The skills to identify issues and formulate policies on engaging with the environment and society,which are vital elements of conducting corporate activities, promote continuing activities, and balance
economic value and sustainable value
This includes the skills to promote DX as a basis for boosting operational efficiency and driving work
style reform
The skills to lead the development of new products that leverage our strengths “develop proprietary
technologies” and “accommodate quality and environmental requirements” as well as the
improvement of production technology, the search for new businesses, and challenges to create highquality, environmentally-friendly products
The skills to leverage our strength “collaborate globally,” leading distribution, development, andregistration activities firmly rooted in each local community, while also driving the establishment ofrobust global supply chains and the expansion of new products to achieve further business growth■Legal and risk
management

The skills to lead corporate activities that prioritize compliance, to achieve sustainable corporate
growth by fulfilling our social responsibilities and contributing to society■Human resources
strategy

The skills to lead the development of strategies to generate human resources who will drive thecreation of new value and innovations to resolve social issues, and the creation of safe and vibrantworkplaces where all people can make the most of their individual abilities■Financial accounting

The skills to formulate and manage budgets to achieve medium- and long-term strategies, prepare
financial reports, and formulate dividend policies- 23 -

(Reference)
Criteria for the Independence of Outside Officers at the Company
An Outside Director or Outside Audit & Supervisory Board Member shall be deemed independent if
he/she falls under none of the following criteria:
1. A person who is or was within the past 10 years an executive of business*1 of the corporate groupcomposed of the Company and its subsidiaries (hereinafter, “the Group”)
2. A person who is or was within the past five years a major shareholder (holding 10% or more of total
voting rights) of the Company or an executive of business thereof
3. A person who is a client of the Group and whose transactions with the Group exceeded 2% of theconsolidated annual sales of the Group in one of the recent three business years, or the executive of
business thereof
4. A person for whom the Group is a client and whose transactions with the Group exceeded 2% of its
consolidated annual sales in one of its recent three business years, or the executive of business thereof
5. An accounting professional, legal professional, or other consultant or a member of a group thereof
who receives from the Group a large amount of money or other financial benefit*2 besides the officer’s
remuneration
6. A person who receives or has received within the past three years a large amount of donation or otherassistance*3 from the Group, or the executive of business thereof
7. A spouse or a relative within the second degree of kinship of any person who falls under any of thecriteria 1 through 6 above, or a relative who lives with such a person.
*1: “An executive of business” refers to the person defined in Article 2, Paragraph 3 (6) of theOrdinance for Enforcement of the Companies Act.
*2: “A large amount of money or other financial benefit” refers to over 10 million yen of regularannual compensation on average over the past three years.
*3: “A large amount of donation or other assistance” refers to over 10 million yen of an annual total
amount of donation or assistance.

- 24 -

(Appendix)

Business Report(April 1, 2022 - March 31, 2023)

I. Overview of the Corporate Group
1. Business Progress and Results(1) Business Conditions
The outlook for the global economy remains uncertain due to factors such accelerating inflationworldwide and the tightening of monetary policies in each country, in addition to the prolonged
Russia-Ukraine conflict and the resulting surge in fuel and resource prices. The environments for
the Group’s main businesses are as follows. In the inorganic chemicals business, sales of titanium
dioxide for automotive uses were subdued, and overseas sales suffered the impact of a weakening
Asian market. In functional materials, materials for electronics components performed strongly
during the first half, but demand slackened towards the end of the fiscal year. In the organic
chemicals business, the market for the Group’s main agrochemicals expanded, with an increase in
the area planted with crops such as soy beans and corn amid the continuation of brisk production,
mainly in South America. The Group achieved a substantial increase in sales of fungicides,
herbicides, and other agrochemicals, mainly in the Americas and Europe.
Under these conditions, the Group embarked on “Vision 2030 Stage I,” its Mid-Term Management
Plan for the three years from fiscal 2021 to fiscal 2023, under the banner of “Vision 2030 –Originality. Acceleration. Global Reach. Transforming Lives Through the Power of Chemistry,”
its long-term vision for 2030. In this context, the Group engaged in promoting stronger
management initiatives and clearly establishing targets incorporating the perspectives of ESG and
the SDGs, among other measures aimed at creating sustainable corporate value.
As a result, the Company posted consolidated net sales of ¥131.2 billion (up ¥20.2 billion YoY)
and consolidated operating income of ¥8.6 billion (down ¥2.9 billion YoY) for the fiscal year
ended March 31, 2023 (the “current fiscal year”). Consolidated ordinary income was ¥10.3 billion(down ¥2.9 billion YoY) mainly due to a foreign exchange gain in terms of non-operating income.
Net income attributable to owners of parent was ¥6.9 billion (down ¥4.7 billion YoY).

Results for each business segment[Inorganic Chemicals Business]
Sales composition ratio: 49.1%
Net sales: (Fiscal 2021) ¥59.8 billion ► (Fiscal 2022) ¥64.4 billion
Operating income: (Fiscal 2021) ¥6.0 billion ► (Fiscal 2022) ¥1.0 billion

Up ¥4.6 billion
Down ¥5.0 billion

Details of business: Manufacture and sale of titanium dioxide, functional materials, electronics
materials, plaster, etc.
● Sales of titanium dioxide increased due to factors such as the penetration of price revisions andthe depreciation of the yen, despite the impact of automotive production adjustments, due
mainly to the shortage of semiconductors, and the deterioration of business conditions in China.
● Sales of functional materials increased with smooth sales of materials for electronics
components for automotive and other applications during the first half of the fiscal year.
● Income decreased, as efforts to pass on soaring raw materials and fuel prices through sales
prices were more than offset by a significantly larger increase in costs and a decline in sales
due to a slump in demand in Japan and overseas.

- 25 -

[Organic Chemicals Business]
Sales composition ratio: 48.6%
Net sales: (Fiscal 2021) ¥48.2 billion ► (Fiscal 2022) ¥63.7 billion
Up ¥15.4 billion
Operating income: (Fiscal 2021) ¥7.7 billion ► (Fiscal 2022) ¥10.6 billion Up ¥2.8 billion
Details of business: Manufacture and sale of herbicides, pesticides, disinfectants, plant growth
regulators, organic intermediates and pharmaceuticals; manufacture and saleof veterinary drugs● Sales of agrochemicals increased both overseas and in Japan, with robust sales of fungicides
and herbicides in the Americas, as well as strong sales of fungicides in Asia due to the progressof sales promotion activities. This was despite a slump in sales of pesticides due to factors suchas distribution stock adjustments in Europe.
● Net sales in the healthcare business, including veterinary drugs, exceeded the previous fiscal
year’s results.
[Other Businesses]
Sales composition ratio: 2.3%
Net sales: (Fiscal 2021) ¥2.7 billion ► (Fiscal 2022) ¥2.9 billion
Operating income: (Fiscal 2021) ¥0.4 billion ► (Fiscal 2022) ¥0.2 billion

Up ¥0.2 billion
Down ¥0.2 billion

Details of business: Construction, trading, etc.
● Net sales in other businesses increased, but operating income was lower than in the previous
fiscal year.
(2)

Capital Expenditures
Capital expenditures during the current fiscal year amounted to ¥5.3 billion, mainly comprising¥3.4 billion in the inorganic chemicals business and ¥1.7 billion in the organic chemicals business.

(3)

Financing
Investment in the maintenance and renewal of facilities at the Group’s main plants increased year
over year.
Research and development costs increased year over year, partly due to the impact of an increasein overseas outsourcing expenses in the organic chemicals department resulting from thedepreciation of the yen.
Interest-bearing debt at the end of the current fiscal year increased by ¥5.6 billion year over year to¥56.0 billion, as the Group undertook new borrowings to finance a temporary increase in working
capital resulting from factors such as a rise in inventory balances associated with elevatedmaterials and energy costs, as well as additional funding demands from the acquisition of land forthe organic chemicals production technology research institute and the repurchase of treasury
stock.

(4)

Issues to Be Addressed
The Group has been implementing its long-term vision, “Vision 2030” and the Mid-Term
Management Plan “Vision 2030 Stage I” (for fiscal 2021-2023), founded on this vision.
1) Long-term vision “Vision 2030”
We took the opportunity of the 100th anniversary of the Group’s founding to visualize our ideal
for the Group in 2030, ten years from now, and establish “Originality. Acceleration. Global Reach.
Transforming Lives Through the Power of Chemistry.” as our long-term vision, “Vision 2030.”
We aim to achieve the following management targets and policy approach.
 Management targets (2030)
Consolidated net sales: over ¥200.0 billion
Consolidated operating income ratio: 15% or greater- 26 -

ROE: 10% or greater
Shareholder returns: maintain stable shareholder returns
 Basic policy approach
We will strive to achieve Vision 2030, focusing our value creation on three strengths that theGroup has developed over many years, based on its corporate philosophy.
<Three strengths>“Quality” for safety and security, to contribute to social development, protection of life andenvironmental preservation
Leading-edge “technological development” supported by diverse human resources“Management drive” based on a high awareness of compliance
In an increasingly uncertain business environment involving soaring prices for raw materials andfuel, rising geopolitical risk, COVID-19, carbon neutrality and rapid digitalization, the Groupwill contribute to realizing a sustainable society while simultaneously enhancing corporate value
through its business activities.
We will continually promote management initiatives incorporating the perspectives of ESG and
the SDGs and further strengthen the business base. On this firm foundation, we will strive
together as a Group to achieve Vision 2030, based on the policies of the inorganic and organic
chemicals businesses.
 Business policies and key measures
1) Inorganic chemicals businessBusiness policy: Create new value based on the technologies developed for titanium
dioxide products to support the environment and digital society, andcontribute to the realization of a sustainable society.
Key measures: - Diversify the optical characteristics of titanium dioxide to achieve newvalue creation- Contribute to the resolution of social issues including the spread of ICT
and the shift to electric vehicles through functional materials- Reform production structures to achieve both a reduction inenvironmental impact and an increase in production efficiency
2) Organic chemicals businessBusiness policy: Supply unique products that directly enhance customer value across theworld, and support people’s nutrition, health and life to contribute to therealization of a sustainable society.
Key measures: - Promote development and commercialization with an awareness of theentire value chain- Refine and evolve proprietary technologies to accelerate value creation
and return to a growth trajectory- Achieve global lowest-cost manufacture and stable customer supply ofmain products2) Mid-Term Management Plan (for fiscal 2021-2023) “Vision 2030 Stage I”
 Basic policy
This Mid-Term Management Plan, “Vision 2030 Stage I,” is the first of three stages backcast
from the long-term vision, “Vision 2030.” The basic policy of the plan is to aim to create
sustainable corporate value by promoting stronger management initiatives incorporating theperspectives of ESG and the SDGs.

- 27 -

Fiscal 2021 results

Fiscal 2022 results

Net sales¥110.9 billion¥131.2 billion

Fiscal 2023
forecast¥147.0 billion

Operating income¥11.5 billion¥8.6 billion¥11.0 billion

Ordinary income¥13.2 billion¥10.3 billion¥10.5 billion¥11.6 billion¥6.9 billion¥7.5 billion

10%

7%

7%

14%

7%

7% or greater

Net income attributable toowners of parent
Operating income ratio
ROE Key measures
The key measures to be implemented across the Group and within each business are as follows.
We will review the business plan each fiscal year, and strive to achieve performance targets forthe final fiscal year of the plan.
Group Strengthen sustainable management initiatives incorporating the perspectives of ESG and theSDGs Identify material factors and strengthen initiatives related to each material factor
 Drive work style reform through the promotion of DX and greater operational efficiency
 Continue and strengthen compliance management
 Strengthen risk management
 Expand the top line Strengthen the capacity to create new businesses and products
 Continue initiatives to reform internal structures and attitudes to achieve Vision 2030
 Conduct thorough capital cost management, such as improvement along the whole cash
conversion cycle
Inorganic chemicals business Raise the sales proportion of highly functional, high value-added products
 Implement sales expansion strategies for electronic component materials and electroconductive materials
 Accelerate development of new products to drive further growth Achieve more favorable procurement terms for ore, the main raw material
 Promote cost reduction at the Yokkaichi Plant through waste reduction and better
manufacturing and operating processes Launch a master plan to optimize manufacturing bases
 Create a road map towards reducing greenhouse gas emissions
Organic chemicals business Achieve global lowest-cost manufacturing of our main agrochemical agents and ensure stablesupply, to expand our share of the global market
 Reduce manufacturing costs and expand demand for the next main agrochemical products Develop and commercialize biorational products and embed IPM*
 Implement strategic and innovative sales initiatives, such as the use of multiple agrochemicals
sales companies
 Acquire and maintain agrochemicals registration in countries around the world Expand the business scale by promoting corporate acquisitions and corporate alliances- 28 -



Refine our chemosynthesis technologies and strengthen our traditional foundation
Expand sales of our veterinary pharmaceuticals around the globe*Integrated pest management

3) Sustainable management
The Group actively promotes a diverse range of specific measures as sustainable management
initiatives incorporating the perspectives of ESG and the SDGs.
In June 2022, we created a digital transformation promotion team under the Sustainability
Promotion Committee to accelerate our shift to sustainability management. We aim to reform
work styles by promoting greater efficiency through the use of IT technologies concerning
specific themes directly linked to our business operations.
• Environmental initiatives
To further the Group’s response to the urgent issue of climate change, we have ascertained
the volume of CO2 emissions from all of our business sites in Japan, and considered a rangeof scenarios. As a result, in June 2022, we announced that we would strive to achieve a 30%
reduction in CO2 emissions by 2030 (against fiscal 2019) and carbon neutrality by 2050.
This will be achieved, for example, by replacing coal for boilers with low-carbon fuels,
rebuilding manufacturing systems, thoroughly saving energy, using renewable energy,
capturing CO2 in various processes, and improving facilities. Towards achieving carbon
neutrality in 2050, in addition to the measures mentioned above, we will aim to dramaticallyreduce emissions through innovative technologies, and explore the development andimplementation of decarbonization technologies such as CCUS (carbon capture, utilization,and storage).
In June 2022, the Company announced its support for the Task Force on Climate-Related
Financial Disclosures (TCFD) recommendations, and disclosed information on the inorganic
chemicals business based on the TCFD framework (governance, strategy, risk management,
and metrics and targets). We are currently continuing scenario analysis for the organic
chemicals business (agrochemicals), and plan to disclose the results in our Integrated
Report.
• Social initiatives
We believe that the new value creation demanded in this era of dramatic change,
characterized by VUCA (volatility, uncertainty, complexity, and ambiguity), must be
realized through the collective pursuit of challenges by diverse personnel with a range ofdifferent value perceptions and ideas, working united to achieve our Corporate Purpose.
Based on this belief, we are engaged in enhancing our human capital, the core source ofvalue creation. A corporate culture and systems that value reform and innovation throughnew challenges are also necessary to achieve Vision 2030, based on the expectation of
future trends that are not simply an extension of what came before. We have therefore
defined our vision for human resources as “people capable of understanding the essence ofthings, applying this understanding, and ‘changing’ in order to ‘change’ them.” By basing
our human resources system and personnel evaluation system on this vision for humanresources, we aim to reflect the abilities, efforts, and achievements of each individual
employee in the Group’s business results, facilitate the realization and enhancement of
meaningful work, and enable each individual to grow together with society.
In terms of human resources development, specifically, we have established an educationand training framework to achieve our vision for human resources under the following fiveexpressions of this vision.
1. Human resources with a sense of responsibility as professionals, who produce
outstanding results
2. Human resources with the ability to respond astutely and flexibly to change, as well as
to overcome difficulties
3. Human resources who will apprehend the path forward for society and the issues to be
tackled, and drive progress- 29 -

4. Human resources who constantly strive to advance one step further forwards andupwards, and continue to evolve
5. Human resources who can cooperate with stakeholders to grow together through work
We are also pursuing human rights due diligence initiatives. In January 2023, we identified“Priority risks for human rights countermeasures” for the Group.
Regarding health and productivity management, since announcing the ISK HealthManagement Declaration in October 2021, we have promoted activities including theimplementation of e-learning aimed at raising health awareness among all employees. These
efforts were recognized with our certification as a Health & Productivity Management
Outstanding Organization for 2023 (large enterprise category). We will continue to engage
in promoting health and productivity.
• Governance initiatives
The Sustainability Promotion Committee is chaired by the Executive Director, President andmainly composed of Executive Officers, under the supervision of the Board of Directors.
The Sustainability Promotion Committee meets at least twice each year, and approved
matters are submitted for resolution by the Board of Directors. A system is in place to reporton the progress of the committee’s activities to the Board of Directors every three months.

2.

Trends in Assets and Income

Item

The 97th
fiscal year
ended
March 31,
2020

(Millions of yen, unless otherwise specified)
The 100th
The 98th
The 99th
fiscal year
fiscal year
fiscal year
ended
ended
ended
March 31,
March 31,
March 31,
2023
2021
2022
(Current
fiscal year)
101,774
110,955
131,238
5,944
13,272
10,349Net sales
101,066
Ordinary income
5,345
Net income attributable to
2,359
3,373
11,6906,947
owners of parent
Net income per share (Yen)
59.03
84.41
292.58175.75
Total assets
172,437
180,021
185,758
201,913
Total net assets
76,66979,51591,86997,431
Note: The Company has applied the “Accounting Standard for Revenue Recognition” (ASBJ
Statement No. 29, March 31, 2020) and other guidance from the 99th fiscal year.
Assets and income from the 99th fiscal year onward are presented after the applicationof these accounting standards.

- 30 -

3. Significant Parent Companies and Subsidiaries, etc. (As of March 31, 2023)(1) Relationship with Parent
Not applicable.
(2) Significant Subsidiaries, etc.
1) Significant Subsidiaries
Name
ISK BIOSCIENCES K.K.

Ownership
Ratio (%)

CapitalMain Business¥600 million

100

ISK AMERICASINCORPORATED

US$27,253 thousand

100

ISK BIOSCIENCES
EUROPE N.V.

€7,436 thousand

100¥100 million

100

Trading

ISHIHARA TECHNO
CORPORATION

Agrochemical sales
Management andadministration ofsubsidiaries in the
United States
Management of theEuropean agrochemicals
business; manufactureand sale ofagrochemicals

FUJI TITANIUM
INDUSTRY CO., LTD.

¥1,926 million

100

Manufacture and sale oftitanium dioxide,
functional materials, etc.

ISK ENGINEERINGPARTNERSCORPORATION¥100 million

100

Construction2) Significant Affiliates
Name

Ownership
Ratio (%)

CapitalMain Business

15
Sale of materials related[15]
to agriculture
Note: The figure shown in square brackets [ ] in the Ownership Ratio column represents theindirect ownership ratio.
CERTIS BELCHIM B.V.

€3,942 thousand4.

Principal Businesses (As of March 31, 2023)
Business Segment
Details of BusinessInorganic chemicals business
Manufacture and sale of titanium dioxide, functional
materials, electronics materials, plaster, etc.
Organic chemicals business
Manufacture and sale of herbicides, pesticides,
disinfectants, plant growth regulators, organicintermediates and pharmaceuticals; manufacture and saleof veterinary drugs
Other businesses
Construction, trading, etc.

5.

Major Lenders (As of March 31, 2023)
Lender
SBI Shinsei Bank, Limited
Sumitomo Mitsui Banking Corporation
Development Bank of Japan Inc.
The Norinchukin BankJA Mie Shinren

Balance of Loans (in millions of yen)
11,976
8,944
4,478
4,017
3,342
- 31 -

II. Status of the Company
1.

Shares (As of March 31, 2023)(1) Total Number of Shares Authorized to be Issued

100,000,000 shares(2) Total Number of Shares Outstanding

40,383,943 shares(including 2,243,479 shares of treasury stock)
27,672 persons(3) Number of Shareholders(4) Major Shareholders (Top10)

Name of Shareholder

Investment to the Company
Number of Shares ofShareholding Ratio
the Company Held(Thousand shares)(%)

The Master Trust Bank of Japan, Ltd. (trust account)

4,768

12.50

Custody Bank of Japan, Ltd. (trust account)

3,675

9.64

MITSUI & CO., LTD.

2,019

5.29

Toagosei Co., Ltd.

1,722

4.52

UPL Japan GK

1,170

3.07

Ishihara Sangyo Kaisha Client Stock Ownership
Association

1,039

2.73

BNP PARIBAS PARIS/2S/JASDEC/FBB
SEC/BELCHIM MANAGEMENT

960

2.52

Ishihara Sangyo Kaisha Employee Stock Ownership
Association

830

2.18

DFA INTL SMALL CAP VALUE PORTFOLIO

821

2.15

CREDIT SUISSE AG

537

1.41

Notes: 1. The Company holds 2,243 thousand shares of treasury stock, but has been excluded
from the major shareholders shown above. The shareholding ratio is calculated after
deducting treasury stock.
2. Shares held by The Master Trust Bank of Japan, Ltd. (trust account) and Custody
Bank of Japan, Ltd. (trust account) are held in connection with their trust operations.
3. The 960 thousand shares of the Company held by BNP PARIBAS PARIS/2S/
JASDEC/FBB SEC/BELCHIM MANAGEMENT are effectively owned by Belchim
Management N.V.
(5) Shares Delivered to Company Officers during the Current Fiscal Year as Consideration for the
Execution of Duties
Post
Number of shares
Number of recipients
Directors (excluding Outside Directors)
8,259 shares
6
Note: The details of the Company’s stock compensation are presented in “3. Company Officers(2) Compensation, etc. for Directors and Audit & Supervisory Board Members.”- 32 -

(6) Other Important Matters Concerning Shares
One of the most important management policies of the Company is to return profits to ourshareholders while raising the Company’s corporate value. The Company purchased treasury
shares as follows for the purpose of improving capital efficiency, based on a comprehensively
consideration of factors such as its investment in growth, level of its dividends, its cash reserves
and the price level of its common stock.
Purchase of treasury shares(resolved at the meeting of the Board of Directors held on November 10, 2022)
Class and number of shares purchased
Common stock
1,859,500 shares
Total purchase value¥1,999,964,756
Timing of the purchase
From November 11, 2022 to March 23, 2023
Purchase method
Market purchases on the Tokyo Stock Exchange

2. Stock Acquisition Rights (As of March 31, 2023)
Not applicable.

3. Company Officers(1)

Directors and Audit & Supervisory Board Members (As of March 31, 2023)
Major Other Offices
Name
Posts
Responsibilities
Concurrently Held

Kenichi Tanaka

Executive Director,
Chairman

Hideo Takahashi

Executive Director,
President (President& Chief Executive
Officer)

Kiyomitsu Yoshida

Director(Senior Managing
Executive Officer)

Yasunobu Kawazoe

Director
Director of Finance &(Managing Executive Accounting
Headquarters
Officer)

Masaki Shimojo

Director of Inorganic
Chemicals Sales &MarketingDirector
R&D Strategy(Managing Executive Headquarters
Officer)
Assistant Director of
R&D Strategy
Headquarters

Hiroshi Okubo

Director(Managing Executive
Officer)

Director and Chairman at ISKAMERICASINCORPORATED
Organic Chemicals
Business

Director of Corporate
Administration &Planning
Headquarters- 33 -

Director and Chairman at ISK
BIOSCIENCES EUROPE N.V.

Director and Chairman at
ISHIHARA CORPORATION(U.S.A.)
Chairman at ISK TAIWAN
CO., LTD.

Name

Posts

Hiroshi Katsumata

Director

Tatsuo Hanazawa

Director

Satoshi Ando

Taizo Kato

Yoshihito Akiyama

Yoshitaka Akikuni

Masaaki Harima

Notes:

Responsibilities

Major Other Offices
Concurrently Held

Director

Attorney-at-law
Outside Director (Audit &Supervisory Committee
Member) of TOHO CO., LTD.

Standing Audit &Supervisory Board
MemberAudit & Supervisory Board
Member at ISHIHARATECHNO CORPORATION
Audit & Supervisory Board
Member at ISK BIOSCIENCES
K.K.
Audit & Supervisory Board
Member at FUJI TITANIUM
INDUSTRY CO., LTD.

Standing Audit &Supervisory Board
MemberAudit & Supervisory Board
Member at ISHIHARATECHNO CORPORATION
Audit & Supervisory Board
Member at ISKENGINEERING PARTNERSCORPORATION

Standing Audit &Supervisory Board
MemberAudit & Supervisory Board
Member at ISK BIOSCIENCES
K.K.
Audit & Supervisory Board
Member at FUJI TITANIUM
INDUSTRY CO., LTD.
Audit & Supervisory Board
Member at ISKENGINEERING PARTNERSCORPORATION

Audit & Supervisory
Board Member

Attorney-at-law
Outside Director, Toyobo Co.,
Ltd.
Chairman of Osaka Prefectural
Pollution Review Board
Member of Sakai City Audit
Committee

1. Of the Directors, Mr. Hiroshi Katsumata, Mr. Tatsuo Hanazawa and Mr. Satoshi Ando
are Outside Directors.
2. Of the Audit & Supervisory Board Members, Mr. Yoshitaka Akikuni and Mr.
Masaaki Harima are Outside Audit & Supervisory Board Members.
3. No special-interest relationships exist between the Company and TOHO CO., LTD.,at which Outside Director Mr. Satoshi Ando concurrently serves.
ISK BIOSCIENCES K.K., FUJI TITANIUM INDUSTRY CO., LTD. and ISK- 34 -ENGINEERING PARTNERS CORPORATION, at which Outside Audit &Supervisory Board Member Mr. Yoshitaka Akikuni concurrently serves, aresubsidiaries of the Company.
No special-interest relationships exist between the Company and Toyobo Co., Ltd., atwhich Outside Audit & Supervisory Board Member Mr. Masaaki Harima
concurrently serves.
4. Changes in Directors and Audit & Supervisory Board Members during the current
fiscal year were as follows:
1) At the conclusion of the 99th Ordinary General Meeting of Shareholders held on
June 28, 2022, Director Mr. Hisashi Takenaka left office due to the expiration of
his term of office.
2) Mr. Hiroshi Okubo was newly elected and appointed to the post of Director at the99th Ordinary General Meeting of Shareholders held on June 28, 2022.
3) Mr. Yasuhiro Koike was elected as a substitute Audit & Supervisory Board
Member at the 99th Ordinary General Meeting of Shareholders held on June 28,2022.
5. Outside Directors Mr. Hiroshi Katsumata, Mr. Tatsuo Hanazawa and Mr. SatoshiAndo, and Outside Audit & Supervisory Board Members, Mr. Yoshitaka Akikuni and
Mr. Masaaki Harima have been registered with the TSE as Independent Officers as
stipulated by its regulations.
(2) Compensation, etc. for Directors and Audit & Supervisory Board Members
1) Decision policy regarding the amount and calculation method of compensation, etc.
for individual Directors
The standards for basic compensation and performance-linked compensation are
based on rank in accordance with the Officers Compensation Regulations decided by
the Board of Directors. Basic compensation is paid based on the Officers
Compensation Regulations, in amounts corresponding to the roles andresponsibilities of Directors and Executive Officers.
Compensation for Audit & Supervisory Board Members is determined throughdiscussion among Audit & Supervisory Board Members.
The maximum amount of compensation for Directors was determined as 460 million
yen per annum by the 82nd Ordinary General Meeting of Shareholders held on June29, 2005. There were 12 incumbent Directors at the conclusion of that Ordinary
General Meeting of Shareholders. The maximum amount of compensation for Audit& Supervisory Board Members was determined as 90 million yen per annum at the
71st Ordinary General Meeting of Shareholders held on June 29, 1994. There werefour incumbent Audit & Supervisory Board Members at the conclusion of that
Ordinary General Meeting of Shareholders. Only basic compensation is paid to
Outside Directors and Audit & Supervisory Board Members.
2) Details of performance indicators, the decision policy for calculating the amount or
number for performance-linked compensation, etc.
Under the Officers Compensation Regulations decided by the Board of Directors,
performance-linked compensation comprises annual performance-linked
compensation aimed at ensuring objectivity and linkage with the Company’s
financial results, and long-term performance-linked compensation. The amount ofannual performance-linked compensation is calculated and determined upon
comprehensive consideration of factors including the results of corporate activities,
such as net income attributable to owners of parent, and individual performance
evaluation. Long-term performance-linked compensation is calculated based on the
degree to which the net income targets under the Mid-Term Management Plan havebeen achieved.

- 35 -

(Targets and results for indicators associated with performance-linked compensation)
Consolidated operating indicator targets under the Mid-Term Management Plan
[Fiscal 2021]
Net income attributable to owners of parent: 3.6 billion yen (result: 11.6 billion
yen)[Fiscal 2022]
Net income attributable to owners of parent: 6.9 billion yen (result: 6.9 billion yen)
[Fiscal 2023]
Net income attributable to owners of parent: 12.4 billion yen
3) Delegation of authority concerning the determination of compensation, etc. forindividual Directors
Compensation, etc. for individual Directors of the Company is proposed by
Executive Director, President, Mr. Hideo Takahashi, who is delegated authority by
resolution of the Board of Directors. It is then referred to the Compensation
Committee for deliberation, and determined the Executive Director, President after
discussion among Executive Directors, based on the report by the Compensation
Committee.
The reason for delegating this authority is that the Executive Director, President,
who chairs the Board of Directors, is most aptly suited to evaluating each Director
based on his or her rank, and in accordance with his or her responsibilities and roles,
etc., while maintaining a comprehensive view of the Company as a whole.
The details of compensation for individual Directors are determined after
deliberation by the Compensation Committee. The Compensation Committee
provides advice and recommendations, based on the information from officers’
compensation surveys carried out by third party firms, and each member’s insight,
before the decision is made, in order to ensure that the Executive Director, President
exercises his authority appropriately. The Board of Directors therefore deems thedetails of compensation for individual Directors to be in accordance with thedecision policy set forth above.
4) Details of non-monetary compensation, etc., and the decision policy for calculating
the amount or number for non-monetary compensation, etc. or the calculation
method thereof
At the 99th Ordinary General Meeting of Shareholders held on June 28, 2022, theCompany resolved to pay compensation for the grant of restricted stock to Directors(excluding Outside Directors) of the Company. The maximum total amount ofmonetary claims provided for the grant of restricted stock to Directors (excluding
Outside Directors) is 90 million yen per annum (not including compensation
received in the capacity of an employee, for Directors who serve concurrently as
employees), and the maximum total number of common shares to be issued or
disposed by the Company is 95,000 shares. Six (6) Directors (excluding Outside
Directors) were in office at the conclusion of that Ordinary General Meeting of
Shareholders.
5) Decision policy for the proportions of compensation, etc. for individual Directors bytype
The proportions of basic compensation and performance-linked compensation, etc.
are proposed, taking into account each year’s financial results, etc., by the Executive
Director, President, who is delegated authority by resolution of the Board of
Directors. It is then referred to the Compensation Committee for deliberation, anddetermined by the Board of Directors, after discussion among Executive Directors,
based on the report by the Compensation Committee.

- 36 -

6) Decision policy on the timing and conditions for paying compensation, etc. to
Directors
It is prescribed in the Officers Compensation Regulations decided by the Board of
Directors that basic compensation shall be calculated per calendar month, that theamount for each month shall be paid on the same day as salaries for employees andthat performance-linked compensation, etc. shall be paid on the same day as summer
bonuses for employees, and that the timing and allocation of payments of restricted
stock compensation shall be determined by the Board of Directors.
7) Total amount of compensation, etc. for Directors and Audit & Supervisory Board
Members
Total Amount of Compensation, etc. by type(million yen)
Total Amount of
Number of
Post
Compensation,
Eligible
PerformanceRestrictedBasicetc. (million yen)
Recipients
linkedStock
Compensation
Compensation Compensation
Directors[of whom
262
204
51
6
10
Outside
[25]
[25]
[-]
[-]
[3]
Directors]
Audit &
Supervisory Board
Members
66
66
4[of whom
[30]
[30]
[-]
[-]
[2]
Outside Audit &Supervisory
Board Members)
Total
329
271
51
6
14
Notes: 1. The amounts of compensation, etc. and the number of recipients shown in thetable above include compensation, etc. for one Director who retired at theconclusion of the 99th Ordinary General Meeting of Shareholders held on June
28, 2022.
2. The amount shown for restricted stock compensation is the amount expensed in
the current fiscal year.
(3)

Summary of Agreement on Limitation of Liability
Pursuant to Article 427, Paragraph 1 of the Companies Act, the Articles of Incorporation stipulatethat the Company may enter into an agreement with an Outside Director or Outside Audit &Supervisory Board Member that sets a limit on the liability for damages under Article 423,
Paragraph 1 of the Companies Act. The limitation of liability, provided the Outside Director or
Outside Audit & Supervisory Board Member acted in good faith and without gross negligence,shall be the larger of an amount determined in advance, which shall be equal to or more than 10
million yen, and an amount prescribed by laws and regulations. Accordingly, the Company hasentered into liability limitation agreements with all Outside Directors and Outside Audit &Supervisory Board Members.

(4)

Summary of the Directors and Officers Liability Insurance Contract
The Company has concluded a directors and officers liability insurance contract with an insurancecompany, in accordance with the provisions of Article 430-3, Paragraph 1 of the Companies Act.
1) Insured parties
Directors, Audit & Supervisory Board Members and Executive Officers of the Company and its
subsidiaries and affiliates, and employees of the Company’s subsidiaries and affiliates inmanagement positions who may be subject to litigation at affiliates.
2) Summary of the insurance contract
The insurance covers legal damages and litigation expenses in the event that a claim fordamages is made against the insured during the insurance period due to improper actions(including errors of omission) committed by the insured in his/her capacity as such. However,- 37 -

individual officers, etc. are not covered by the insurance for damages arising from criminal acts
such as offering or receiving bribes, or intentional unlawful acts, to ensure the proper executionof duties by officers, etc. The Company is fully responsible for paying the insurance premium.
(5) Outside Directors and Outside Audit & Supervisory Board Members
1) Main activities of Outside Directors and Outside Audit & Supervisory Board Members
Post

Director

Director

DirectorStanding Audit &Supervisory Board
MemberAudit &
Supervisory Board
MemberName

Hiroshi Katsumata

Main Activities
Mr. Hiroshi Katsumata attended all 18 meetingsof the Board of Directors held during the current
fiscal year. He expressed opinions as necessary,with an external perspective from an objective andneutral standpoint, utilizing his diverse experiencein public administration, as well as extensive
experience and insight as a company manager of
an industrial gas business operator.

Tatsuo Hanazawa

Mr. Tatsuo Hanazawa attended all 18 meetings ofthe Board of Directors held during the current
fiscal year. He expressed opinions as necessary,with an external perspective from an objective andneutral standpoint, utilizing his diverse experienceand knowledge in public administration,
especially of agricultural policies both inside andoutside Japan.

Satoshi Ando

Mr. Satoshi Ando attended 17 out of 18 meetingsof the Board of Directors held during the current
fiscal year. He expressed opinions as necessary
with an external perspective from an objective andneutral standpoint, mainly utilizing professional
knowledge, cultivated as an attorney-at-law andabundant experience related to corporate legal
affairs.

Yoshitaka Akikuni

Mr. Yoshitaka Akikuni attended all 18 meetingsof the Board of Directors and all 12 meetings of
the Audit & Supervisory Board held during thecurrent fiscal year. He expressed opinions asnecessary, with an external perspective from an
objective and neutral standpoint, mainly utilizing
wide-ranging knowledge cultivated during his
service at financial institutions, and experience asa corporate auditor at a chemical businesscompany, etc.

Masaaki Harima

Mr. Masaaki Harima attended all 18 meetings ofthe Board of Directors and all 12 meetings of the
Audit & Supervisory Board held during thecurrent fiscal year. He expressed opinions asnecessary with an external perspective from an
objective and neutral standpoint, utilizing
professional knowledge, cultivated mainly as an
attorney-at-law and abundant experience related
to corporate legal affairs.

- 38 -

2) Details of situations where decisions on the Company’s business policy or other matters werechanged due to the opinions of Outside Directors or Outside Audit & Supervisory Board
Members
Not applicable.
3) Any incident or scandal in business execution at the Company during the fiscal year that
violated laws, regulations, or the Articles of Incorporation, or were otherwise improper
Not applicable.
4) Duties performed in relation to expected roles of Outside Directors during the fiscal year
Outside Directors Mr. Hiroshi Katsumata, Mr. Tatsuo Hanazawa and Mr. Satoshi Ando attended
all meetings of the Board of Directors held during the fiscal year. In addition, Mr. Hiroshi
Katsumata and Mr. Tatsuo Hanazawa attended all 18 meetings, and Mr. Satoshi Ando attended 17
meetings, of the Executive Management Committee, a body established under the Board of
Directors to enable swifter decision making by the Board of Directors and more efficiently
supervise and evaluate the execution status of important items of business, held during the fiscal
year. At these meetings, they expressed their opinions without reserve on overall important mattersconcerning management of the Company and important items of business execution, based on
their extensive experience and insight.
5) Any opinions of Outside Directors or Outside Audit & Supervisory Board Members regarding
matters related to Outside Directors or Outside Audit & Supervisory Board Members
Not applicable.

4.

Policy Regarding Decisions on Dividends of Surplus, etc.
One of the most important management policies of the Company is to return profits to ourshareholders while raising the Company’s corporate value.
The Company’s basic principle for dividends is to continue to implement stable dividend distribution
according to our business performance, taking into comprehensive consideration the business trends,
financial condition, and need to enhance our internal reserve for business expansion into the future;
moreover, to flexibly implement repurchases of treasury stock and provide shareholder returns with anawareness of the total return ratio.
Under the Mid-Term Management Plan “Vision 2030 Stage I,” we aim to achieve a consolidated
payout ratio of 30% by the final year of the plan (fiscal 2023).
Based on this dividend policy, the Company requests the General Meeting of Shareholders to resolve
on a year-end dividend of 42 yen per share for the current fiscal year.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Reference:
Amounts and numbers of shares presented in this business report have been rounded down to thenearest unit, and percentages have been rounded off to the nearest unit.

- 39 -

Consolidated Balance Sheet(As of March 31, 2023)
Description
ASSETS
Current assets
Cash and deposits
Notes receivable - trade
Accounts receivable - trade
Electronically recorded monetaryclaims - operating
Contract assets
Merchandise and finished goods
Work in process
Raw materials and supplies
Other
Allowance for doubtful receivables
Non-current assets
Property, plant and equipment
Buildings and structures
Machinery, equipment andvehiclesLand
Leased assets
Construction in progress
Other
Intangible assets
Software
Software in progress
Leased assets
Other
Investments and other assets
Investments in securities
Deferred tax assets
Retirement benefit asset
Other
Allowance for doubtful receivables

Amount[201,913]
137,499
17,662
2,233
35,8891,322
495
37,558
6,897
30,323
6,292(1,175)64,41446,72815,38920,437
6,753
874
2,419
853
1,396
413
969
1
11
16,289
8,106
7,308
23
900
(49)

(Millions of yen)AmountLIABILITIES[104,481]
Current liabilities
59,192
Notes and accounts payable - trade
22,682
Electronically recorded obligations 1,366
operating
Short-term bank loans
13,470Current portion of long-term bank
8,956
loans
Current portion of bonds
938
Lease obligations
403
Accrued income taxes
403
Contract liabilities
16
Accrued expenses
4,529
Provision for bonuses
870
Provision for loss on withdrawal
54
from business
Other
5,500
Description

Long-term liabilities
Bonds
Long-term bank loans
Lease obligations
Provision for implementation ofenvironmental and safety
arrangements
Provision for maintenance
Retirement benefit liability
Asset retirement obligations
Other

NET ASSETS
Shareholders’ equity
Common stock
Capital surplus
Retained earnings
Treasury stock
Accumulated other comprehensive
income (loss)
Valuation difference on availablefor-sale securities
Translation adjustments
Remeasurements of defined benefit
plans
Total assets
201,913
Total liabilities and net assets
Note: Figures presented in the financial statements are rounded down to the nearest million yen.

- 40 -

45,2892,960
25,647
545
1,145
238
12,16682
2,503[97,431]
95,46643,42010,653
44,102(2,710)
1,965
384
1,309
271
201,913

Consolidated Statement of Income(April 1, 2022 - March 31, 2023)(Millions of yen)
Description

AmountNet sales

131,238

Cost of sales

97,973Gross profit

33,265

Selling, general and administrative expenses

24,633Operating income

8,631

Non-operating income
Interest income

40

Dividend income

202

Equity in earnings of affiliates

648

Foreign exchange gains

1,452

Gain on sales of raw materials

113

Other

453

2,911

Non-operating expenses
Interest expense

481

Financial fee
Other

421
290

Ordinary income

1,194
10,349Extraordinary income
Gain on sale of investment securities
Extraordinary losses
Loss on disposal of non-current assets
Loss on impairment
Income before income taxes
Income taxes – current
Income taxes – deferred
Net income
Net income attributable to owners of parent

76
862
63
1,148
1,403

Note: Figures presented in the financial statements are rounded down to the nearest million yen.

- 41 -

76

925
9,499
2,551
6,947
6,947

Non-consolidated Balance Sheet(As of March 31, 2023)
Description
ASSETS
Current assets
Cash and deposits
Notes receivable – trade
Accounts receivable – trade
Electronically recorded monetaryclaims - operating
Merchandise and finished goods
Work in process
Raw materials and supplies
Advance payments to suppliers
Prepaid expenses
Short-term loans receivable
Other
Allowance for doubtful receivables

Non-current assets
Property, plant and equipment
Buildings
Structures
Machinery and equipment
VehiclesTools, furniture and fixtures
Land
Leased assets
Construction in progress
Intangible assets
Software
Software in progress
Leased assets
Other
Investments and other assets
Investments in securities
Shares of subsidiaries and affiliates
Long-term loans receivable from
employees
Long-term prepaid expenses
Deferred tax assets
Other
Allowance for doubtful receivables

Amount[172,607]
115,328
8,070
1,341
46,115465
29,312
5,687
19,321
1,876
396
1,681
2,448
(1,389)57,27837,521
6,720
5,049
16,445
42
670
5,655
588
2,348
1,353
372
969
1
9
18,403
1,815
10,205

Description(Millions of yen)Amount[92,832]
54,752
19,834

LIABILITIESCurrent liabilities
Accounts payable – trade
Electronically recorded obligations operating
Short-term bank loans
Current portion of long-term bank loans
Current portion of bonds
Lease obligations
Accrued income taxes
Contract liabilities
Accounts payable - otherAccrued expenses
Deposits received
Provision for bonuses
Provision for loss on withdrawal
from business
Other

400
13,380
8,009
938
261
282
15
3,230
4,065
2,035
592
54
1,649

Long-term liabilities
Bonds
Long-term bank loans
Lease obligations
Long-term deposits received
Provision for retirement benefits
Provision for implementation ofenvironmental and safety
arrangements
Provision for maintenance
Asset retirement obligations
Other

38,0802,960
21,117387
68
10,862NET ASSETS
Shareholders’ equity
Common stock[79,774]
79,53043,420Capital surplus

9,822

55
581
5,600
193
(48)

Legal capital surplus
Other capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
Retained earnings brought forward
Treasury stock
Valuation and translation adjustments
Valuation difference on availablefor-sale securities
Total assets
172,607
Total liabilities and net assets
Note: Figures presented in the financial statements are rounded down to the nearest million yen.
- 42 -

1,145
238
82
1,218

9,155
667
28,500613
27,88627,886(2,213)243
243
172,607Non-consolidated Statement of Income(April 1, 2022 - March 31, 2023)(Millions of yen)
Description

AmountNet sales

110,498

Cost of sales

85,220Gross profit

25,278Selling, general and administrative expenses

18,018Operating income

7,260

Non-operating income
Interest income

12

Dividend income

1,768

Foreign exchange gains

1,369

Gain on sales of raw materials

113

Other

401

3,665

Non-operating expenses
Interest expenses

458

Financial fee

404

Other

235

Ordinary income
Extraordinary income
Gain on sale of investment securities
Extraordinary losses
Loss on disposal of non-current assets
Income before income taxes
Income taxes – current
Income taxes – deferred
Net income

1,098
9,827

58

58

780

780
9,105

417
1,064

Note: Figures presented in the financial statements are rounded down to the nearest million yen.

- 43 -

1,481
7,623

Accounting Auditor’s Audit Report on the Consolidated Financial Statements

Independent Auditor’s Report(English Translation)
May 16, 2023
To the Board of Directors
ISHIHARA SANGYO KAISHA, LTD.
Ernst & Young ShinNihon LLC
Osaka, Japan
Shunsuke Sakai
Designated Engagement Partner
Certified Public Accountant
Daiji Tokuno
Designated Engagement Partner
Certified Public Accountant
OpinionPursuant to Article 444, Paragraph 4 of the Companies Act, we have audited the accompanying
consolidated financial statements, which comprise the consolidated balance sheet, the consolidated
statement of income, the consolidated statement of changes in net assets, and notes to consolidated
financial statements of ISHIHARA SANGYO KAISHA, LTD. and its consolidated subsidiaries (the“Group”) applicable to the fiscal year from April 1, 2022 to March 31, 2023.
In our opinion, the accompanying consolidated financial statements present fairly, in all material
respects, the consolidated financial position and results of operations of the Group applicable to the fiscal
year ended March 31, 2023, in accordance with accounting principles generally accepted in Japan.
Basis for the Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Auditof the Consolidated Financial Statements section of our report. We are independent of the Group inaccordance with the ethical requirements in Japan that are relevant to our audit of the consolidated
financial statements, and we have fulfilled our other ethical responsibilities in accordance with theserequirements. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinion.
Other Information
Other information refers to the business report and supplementary schedules. Management is responsible
for the preparation and disclosure of other information. The Audit & Supervisory Board and its members
are responsible for overseeing performance of duties by directors in developing and operating thereporting process for other information.
Other information is not included in the scope of our opinion on the consolidated financial statements,
and we express no opinion on it.
Our responsibility with respect to the audit of the consolidated financial statements is to read throughother information and, in this process, to consider whether any material differences exist between otherinformation and the consolidated financial statements or knowledge we have gained through the auditing
process; also, to remain alert for any other indications of material error in other information.
We are required to report any matter that we consider constitutes a material error in other information,
based on the work we have undertaken.
We have nothing to report regarding other information.
- 44 -

Responsibilities of Management, the Audit & Supervisory Board and Its Members for the Consolidated
Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial
statements in accordance with accounting principles generally accepted in Japan, including theestablishment and operation of such internal control as management determines is necessary to enable
the preparation of consolidated financial statements that are free from material misstatement, whether
due to fraud or error.
In preparing the consolidated financial statements, management is responsible to evaluate whether it isappropriate to prepare the consolidated financial statements as a going concern. As required byaccounting principles generally accepted in Japan, if it is necessary for the Group to disclose mattersrelating to a going concern, the management has the responsibility to disclose such information.
The Audit & Supervisory Board and its members are responsible for overseeing performance of duties bydirectors in developing and operating the Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our responsibilities are to obtain reasonable assurance, based on the audit we conducted, about whether
the consolidated financial statements as a whole are free from material misstatement, whether due tofraud or error, and to issue an auditor’s report that includes our opinion regarding the consolidated
financial statements from an independent viewpoint. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these consolidated financial statements.
We perform the following procedure in accordance with auditing standards generally accepted in Japan,
while exercising professional judgment and maintaining professional skepticism throughout the audit
process: Identify and assess the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error. Design and perform audit procedures responsive to those risks. The
selection and application of audit procedures are at our discretion. Obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion.
 Consider internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances for our risk assessments, while the purpose of the audit of the consolidated
financial statements is not expressing an opinion on the effectiveness of the Group’s internal control.
 Evaluate the appropriateness of accounting policies and accounting methods adopted by the
management, the reasonableness of accounting estimates made by the management, and theappropriateness of the related notes to the consolidated financial statements.
 Conclude on the appropriateness of management’s use of the going concern basis of accounting and,based on the audit evidence obtained, whether a material uncertainty exists related to events orconditions that may cast significant doubt on the Group’s ability to continue as a going concern. If
we conclude that a material uncertainty regarding the going concern assumption exists, we are
required to draw attention in our auditor’s report that the related notes to the consolidated financial
statements should be considered. Or, if any note to the consolidated financial statements regarding
significant uncertainty is inadequate, we are required to express a modified opinion on the
consolidated financial statements. Our conclusions are based on the audit evidence obtained up to thedate of our auditor’s report. However, future events or conditions may cause the Group to cease tocontinue as a going concern.
 Evaluate whether the presentation of the consolidated financial statements and notes comply with thecorporate accounting principles generally accepted in Japan, and whether the overall presentation,
structure and contents of the consolidated financial statements, including the related notes, accurately
represent the underlying transactions and events.
 Obtain sufficient and appropriate audit evidence regarding the financial information of the Company
and its consolidated subsidiaries to express an opinion on the consolidated financial statements. We- 45 -

are responsible for the direction, supervision and performance of the audit of the consolidated
financial statements. We remain solely responsible for our audit opinion.
We communicate with the Audit & Supervisory Board and its members regarding the planned scope andtiming of the audit and significant audit findings, including any significant deficiencies in internal
control, that we identify during our audit, and other matters required by audit standards.
We also report to the Audit & Supervisory Board and its members that we have complied with the ethicalrequirements in Japan regarding independence that are relevant to our audit of the financial statements,
matters that are reasonably considered to affect the independence of us, and where applicable, related
safeguards taken to remove or reduce factors that could hinder our independence.
Interest
Our firm and its designated engagement partners do not have any interest in the Company and its
consolidated subsidiaries which is required to be disclosed pursuant to the provisions of the Certified
Public Accountants Act of Japan.

- 46 -

Accounting Auditor’s Audit Report on the Non-consolidated Financial Statements

Independent Auditor’s Report(English Translation)
May 16, 2023
To the Board of Directors
ISHIHARA SANGYO KAISHA, LTD.
Ernst & Young ShinNihon LLC
Osaka, Japan
Shunsuke Sakai
Designated Engagement Partner
Certified Public Accountant
Daiji Tokuno
Designated Engagement Partner
Certified Public Accountant
OpinionPursuant to Article 436, Paragraph 2, Item 1 of the Companies Act, we have audited the accompanying
financial statements, which comprise the balance sheet, the statement of income, the statement ofchanges in net assets, and notes to financial statements, and the supplementary schedules thereto(“financial statements, etc.”) of ISHIHARA SANGYO KAISHA, LTD. (the “Company”) applicable tothe 100th fiscal year from April 1, 2022 to March 31, 2023.
In our opinion, the accompanying financial statements, etc. present fairly, in all material respects, thefinancial position and results of operations of the Company applicable to the fiscal year ended March 31,
2023, in accordance with accounting principles generally accepted in Japan.
Basis for the Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Auditof the Financial Statements, etc. section of our report. We are independent of the Company in accordancewith the ethical requirements in Japan that are relevant to our audit of the financial statements, and wehave fulfilled our other ethical responsibilities in accordance with these requirements. We believe thatthe audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Other Information
Other information refers to the business report and supplementary schedules. Management is responsible
for the preparation and disclosure of other information. The Audit & Supervisory Board and its members
are responsible for overseeing performance of duties by directors in developing and operating thereporting process for other information.
Other information is not included in the scope of our opinion on the financial statements, etc., and we
express no opinion on it.
Our responsibility with respect to the audit of the financial statements, etc. is to read through otherinformation and, in this process, to consider whether any material differences exist between otherinformation and the financial statements, etc. or knowledge we have gained through the auditing process;also, to remain alert for any other indications of material error in other information.
We are required to report any matter that we consider constitutes a material error in other information,
based on the work we have undertaken.
We have nothing to report regarding other information.

- 47 -

Responsibilities of Management, the Audit & Supervisory Board and Its Members for the Financial
Statements, etc.
Management is responsible for the preparation and fair presentation of the financial statements, etc. inaccordance with accounting principles generally accepted in Japan, including the establishment andoperation of such internal control as management determines is necessary to enable the preparation offinancial statements, etc. that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, etc., management is responsible to evaluate whether it isappropriate to prepare the financial statements, etc. as a going concern. As required by accounting
principles generally accepted in Japan, if it is necessary for the Company to disclose matters relating to agoing concern, the management has the responsibility to disclose such information.
The Audit & Supervisory Board and its members are responsible for overseeing performance of duties bydirectors in developing and operating the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements, etc.
Our responsibilities are to obtain reasonable assurance, based on the audit we conducted, about whether
the financial statements, etc. as a whole are free from material misstatement, whether due to fraud or
error, and to issue an auditor’s report that includes our opinion regarding the financial statements, etc.
from an independent viewpoint. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements, etc.
We perform the following procedure in accordance with auditing standards generally accepted in Japan,
while exercising professional judgment and maintaining professional skepticism throughout the audit
process. We also: Identify and assess the risks of material misstatement of the financial statements, etc., whether due tofraud or error. Design and perform audit procedures responsive to those risks. The selection andapplication of audit procedures are at our discretion. Obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion.
Consider internal control relevant to the audit in order to design audit procedures that are appropriate in thecircumstances for our risk assessments, while the purpose of the audit of the financial statements, etc. is not
expressing an opinion on the effectiveness of the Company’s internal control.

Evaluate the appropriateness of accounting policies and accounting methods adopted by the management,
the reasonableness of accounting estimates made by the management, and the appropriateness of the related
notes to the financial statements, etc.

Conclude on the appropriateness of management’s use of the going concern basis of accounting and,based on the audit evidence obtained, whether a material uncertainty exists related to events orconditions that may cast significant doubt on the Company’s ability to continue as a going concern. If
we conclude that a material uncertainty regarding the going concern assumption exists, we are
required to draw attention in our auditor’s report that the related notes to the financial statements, etc.
should be considered. Or, if any note to the financial statements, etc. regarding significant uncertainty
is inadequate, we are required to express a modified opinion on the financial statements, etc. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Company to cease to continue as a going concern.
 Evaluate whether the presentation of the financial statements, etc. and notes comply with thecorporate accounting principles generally accepted in Japan, and whether the overall presentation,
structure and contents of the financial statements etc., including the related notes, accurately represent
the underlying transactions and events.
We communicate with the Audit & Supervisory Board and its members regarding the planned scope andtiming of the audit and significant audit findings, including any significant deficiencies in internal
control, that we identify during our audit, and other matters required by audit standards.
We also report to the Audit & Supervisory Board and its members with a statement that we havecomplied with the ethical requirements in Japan regarding independence that are relevant to our audit of- 48 -

the financial statements, matters that are reasonably considered to affect the independence of us, andwhere applicable, related safeguards taken to remove or reduce factors that could hinder our
independence.
Interest
Our firm and its designated engagement partners do not have any interest in the Company which is
required to be disclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.

- 49 -

Audit & Supervisory Board’s Audit Report

Audit Report(English Translation)
The Audit & Supervisory Board prepared this audit report regarding the performance of duties byDirectors for the 100th fiscal year from April 1, 2022 to March 31, 2023, upon deliberation based on
audit reports from individual Audit & Supervisory Board Members and reports as follows.
1. Methods and Details of Audit by Audit & Supervisory Board and its members(1) The Audit & Supervisory Board established the audit policy, allocation of duties, etc., and received
reports from each Audit & Supervisory Board Member regarding the state of implementation of
his or her audits and results thereof, as well as received reports from Directors, etc., and theaccounting auditor regarding performance of their duties, and sought explanations as necessary.
(2) Each Audit & Supervisory Board Member complied with the auditing standards established by the
Audit & Supervisory Board, in accordance with the audit policy, allocation of duties, etc.,
communicated with the Directors, the internal audit department, other employees, etc., and madeefforts to collect information and improve the audit environment, and conducted audits by thefollowing methods:
1) We attended the meetings of the Board of Directors, the Executive Management Committee, andother important meetings, received reports from Directors, Executive Officers, employees, etc.,
regarding the state of performance of their duties, sought explanations as necessary, inspected
important approval documents, etc., and investigated the state of activities and property at thehead office and other main business offices of the Company. With respect to subsidiaries, wecommunicated and exchanged information with Directors, Audit & Supervisory Board Members,
employees, etc., of the subsidiaries, and ascertained the status of business, management andadministration.
2) With respect to the systems stipulated in Article 100, Paragraphs 1 and 3 of the Ordinance for
Enforcement of the Companies Act to ensure the proper business operation of a corporate groupcomposed of a parent and its subsidiaries, including systems to ensure compliance of the duties
performed by directors and reported in business reports with relevant laws, regulations and the
Articles of Incorporation of the Company (“internal control system”), the Audit & Supervisory
Board Members regularly received reports from Directors, Executive Officers, employees, etc.,
asked for explanations and expressed opinions as needed, regarding the resolutions adopted by
the Board of Directors on the establishment of such system, the system established in accordancewith the resolutions, and the status of improvement and operation of the system.
3) We monitored and verified whether the accounting auditor maintained independence andimplemented appropriate audits, and we received reports from the accounting auditor regarding
the state of performance of their duties and sought explanations as necessary. In addition, we
received notice from the accounting auditor that systems for ensuring that the correct
performance of duties (matters set forth in each item of Article 131 of the Regulation on
Corporate Accounting) are organized in accordance with the Standards for Quality Control of
Audit (Business Accounting Council, October 28, 2005) and other relevant standards, and sought
explanations as necessary.
Based on the above methods, we examined the business report and supplementary schedules thereto,
non-consolidated financial statements (non-consolidated balance sheet, non-consolidated statement ofincome, non-consolidated statement of changes in net assets, and related notes) and supplementaryschedules thereto, and the consolidated financial statements (consolidated balance sheet, consolidated
statement of income, consolidated statement of changes in net assets, and related notes) for the fiscal year
under review.

- 50 -

2. Results of Audit(1) Results of audit of the business report and other relevant documents
1) We recognize the business report and supplementary schedules thereto represent the situation of
the Company correctly in accordance with laws, regulations, and the Articles of Incorporation.
2) We do not recognize any misconduct related to Directors’ execution of their duties or material
facts that constitute violations of laws, regulations or the Articles of Incorporation.
3) We recognize the contents of the resolutions by the Board of Directors regarding the internal
control system are appropriate. We do not recognize any matters to be noted on the contents ofthe business report regarding the said internal control system or Directors’ execution of duties.
(2) Results of the audit of the non-consolidated financial statements and supplementary schedules
theretoWe recognize the methods and results of audits by Ernst & Young ShinNihon LLC, theaccounting auditor, are appropriate.
(3) Results of the audit of consolidated financial statements
We recognize the methods and results of audits by Ernst & Young ShinNihon LLC, theaccounting auditor, are appropriate.
May 18, 2023
Audit & Supervisory Board,
ISHIHARA SANGYO KAISHA, LTD.
Standing Audit & Supervisory Board Member
Standing Audit & Supervisory Board Member
Standing Audit & Supervisory Board Member(Outside Audit & Supervisory Board Member)
Audit & Supervisory Board Member(Outside Audit & Supervisory Board Member)- 51 -

Taizo Kato
Yoshihito Akiyama
Yoshitaka Akikuni
Masaaki Harima