Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities code: 4092
June 7, 2024
Start date of measures for electronic provision: June 4, 2024
To Our Shareholders:Hirota Tanahashi
President
NIPPON CHEMICAL INDUSTRIAL Co., Ltd.
11-1, 9-chome, Kameido, Koto-ku, Tokyo

Notice of the 166th Ordinary General Meeting of Shareholders
We are pleased to announce the 166th Ordinary General Meeting of Shareholders of NIPPON CHEMICALINDUSTRIAL Co., Ltd. (the “Company”), which will be held as described below.
When convening this general meeting of shareholders, the Company takes measures for providing informationthat constitutes the content of reference documents for the general meeting of shareholders, etc. (matters forwhich measures for providing information in electronic format are to be taken) in electronic format, and posts
this information on the Company’s website. Please access the Company’s website by using the internet address
shown below to review the information.
The Company’s website:
https://www.nippon-chem.co.jp/en.html(From the above website, select “Investor Relations,” and then “Shareholder-related Information” and“Shareholder Information.”)In addition to the Company’s website, the Company also posts the matters subject to measures for electronic
provision on the website of the Tokyo Stock Exchange (TSE). Please access the TSE website by using theinternet address shown below to review the information.
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Access the TSE website by using the internet address shown above, enter “Nippon Chemical Industrial” in“Issue name (company name)” or the Company’s securities code “4092” in “Code,” and click “Search.” Then,click “Basic information” and select “Documents for public inspection/PR information.” Under “Filed
information available for public inspection,” click “Click here for access” under “[Notice of General
Shareholders Meeting /Informational Materials for a General Shareholders Meeting].”)
You may exercise your voting rights in writing or via the internet, etc. instead of attending the meeting inperson. Please review the Reference Documents for the General Meeting of Shareholders and exercise yourvoting rights by 5:45 p.m. on Tuesday, June 25, 2024 (JST).

-1-1. Date and Time: Wednesday, June 26, 2024, at 10:00 a.m. (JST)
2. Venue:
Memorial Hall, Research Building, Head Office of the Company
11-1, 9-chome, Kameido, Koto-ku, Tokyo
3. Meeting Agenda:
Matters to be reported:
1. The Business Report, Consolidated Financial Statements and the results of audits of the Consolidated
Financial Statements by the Financial Auditor and the Audit and Supervisory Committee for the 166th term(from April 1, 2023 to March 31, 2024)
2. Non-consolidated Financial Statements for the 166th term (from April 1, 2023 to March 31, 2024)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Two Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

Information Concerning the General Meeting of Shareholders
1. If neither approval nor disapproval of a proposal is indicated on a voting rights exercise form submitted toexercise voting rights in writing (by mail), it shall be deemed a vote of approval.
2. If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and thedetails of the matters before and after the revisions will be posted on the Company’s website and the TSE
website.
3. The documents stating the matters subject to measures for electronic provision will also be delivered toshareholders who have requested paper-based documents. The following matters are excluded from these
documents in accordance with the provisions of laws and regulations and Article 15 of the Company’s Articles
of Incorporation:(i) Business Report: “Systems to Ensure the Appropriateness of Business Activities and the Operating Status
Thereof,” “Basic Policy Regarding Control of the Company” and “Basic Policy on Determination ofDividends of Surplus, Etc.”(ii) Consolidated Financial Statements: “Consolidated Statement of Changes in Equity” and “Notes toConsolidated Financial Statements”(iii) Non-consolidated Financial Statements: “Non-consolidated Statement of Changes in Equity” and “Notes
to Non-consolidated Financial Statements”
Accordingly, the Business Report, Consolidated Financial Statements and Non-consolidated Financial
Statements included in these paper-based documents are part of the documents audited by the Financial Auditor
and the Audit and Supervisory Committee in creating a financial audit report and an audit report, respectively.

-2-Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1
Appropriation of Surplus
The Company proposes the appropriation of surplus as follows.
Year-end Dividends
The Company has given consideration to matters including the business performance of the fiscal year and futurebusiness development, and it proposes to pay year-end dividends as follows:(i) Type of Dividend Property
To be paid in cash.
(ii) Allotment of Dividend Property and Their Aggregate AmountThe Company proposes to pay a dividend of ¥35 per common share of the Company.
In this event, the total dividends will be ¥308,772,275.
Accordingly, including the interim dividend of ¥35, the annual dividend for the fiscal year will total ¥70 pershare.
(iii) Effective Date of Dividends of Surplus
The effective date of dividends will be June 27, 2024.

-3-

Proposal No. 2

Election of Two Directors (Excluding Directors Who Are Audit and Supervisory CommitteeMembers)

The terms of office of all two Directors (excluding Directors who are Audit and Supervisory Committee members;
applicable to the rest of this proposal) will expire at the conclusion of this meeting. Therefore, the Company proposes
the election of two Directors.
This proposal was decided by the Board of Directors as an agenda item for the general meeting of shareholders after
deliberation by the Nomination & Compensation Committee, which comprises of the President and three Outside
Directors (Audit and Supervisory Committee members who are independent officers). The Audit and Supervisory
Committee discussed the matter and there was nothing particular to note.
The candidates for Director are as follows:Candidate No.

Name

Attendance atBoard ofDirectors
meetings

Position and responsibility in the Company

1

Hirota Tanahashi

President
Chairperson of the Board of Directors, Chairperson ofCorporate Management Committee

Reelection

100%(13/13)

2

Hiroyoshi Aikawa

Director, Managing Executive Officer and in charge ofProduction Engineering Division and R&D Division

Reelection

100%(13/13)

Reelection: candidate for Director to be reelected-4-CandidateNo.

Name(Date of birth)

Career summary, position and responsibility in the Company,and significant concurrent positions outside the CompanyApr. 2000

1

Number of theCompany’scommon sharesowned

Joined Sumitomo 3M Limited (currently 3MJapan Limited)Feb. 2007
Joined the Company
June 2008
General Manager attached to Organic
Chemicals Division
July 2009
Deputy Division Manager of Sales Division
Apr. 2011
Executive Officer and Manager of Corporate
Planning Office
June 2012
Director, Managing Executive Officer andDivision Manager of Sales Division
Hirota Tanahashi
Apr. 2014
Director, Senior Managing Director and in(March 13, 1976)
24,558charge of Corporate Planning Office,Reelection
Administration Division and Sales Division
June 2015
Representative Director, Senior ManagingDirector and in charge of Corporate Planning
Office, Administration Division and Sales
DivisionApr. 2017
President
Chairperson of the Board of Directors,
Chairperson of Corporate Management
Committee (current position)
Significant concurrent positions outside the Company
Representative Director of Keiyo Chemical Co., Ltd.
Reasons for nomination as candidate for Director
Hirota Tanahashi possesses extensive management experience and business experience in areas such as sales andcorporate planning. In addition, he provides constructive opinions and proposals from the standpoint of overseeing
management at various internal meetings. He is nominated as a candidate for Director because the Company wishes tocontinue having him supervise management based on his experience and other factors.

-5-Candidate
No.

Name(Date of birth)

Career summary, position and responsibility in the Company,and significant concurrent positions outside the Company
Apr. 1981
July 2009
July 2012

2(Notes)

1.

2.
3.

4.

Number of theCompany’scommon shares
ownedJoined the Company
General Manager of Tokuyama Factory
Deputy Division Manager of R&D Division
and General Manager of Chemical Products
R&D Department
Apr. 2014
Executive Officer and Division Manager ofR&D Division and General Manager ofChemical Products R&D Department
July 2015
Executive Officer and Division Manager ofR&D Division
Aug. 2016
Executive Officer and Division Manager ofR&D Division and General Manager of R&D
Administration Department
Apr. 2017
Executive Officer and Division Manager ofProduction Engineering Division
June 2017
Director, Executive Officer and Division
Hiroyoshi Aikawa
Manager of Production Engineering Division
10,996(February 2, 1958)
June 2019
Director, Managing Executive Officer andReelection
Division Manager of Production Engineering
DivisionJan. 2020
Director, Managing Executive Officer andDivision Manager of Production Engineering
Division and General Manager of Production
Engineering Department
Apr. 2020
Director, Managing Executive Officer andDivision Manager of Production Engineering
Division
Oct. 2021
Director, Managing Executive Officer and in
charge of Production Engineering Division
June 2022
Director, Managing Executive Officer and in
charge of Production Engineering Division andin charge of R&D Division (current position)
Significant concurrent positions outside the Company
NoneReasons for nomination as candidate for Director
Hiroyoshi Aikawa possesses extensive business experience in areas such as the R&D and production engineering. Inaddition, he provides constructive opinions and proposals particularly from the perspective of R&D strategy andproduction engineering management at various internal meetings. He is nominated as a candidate for Director because
the Company wishes to continue having him supervise management based on his experience and other factors.
Candidate Hirota Tanahashi’s special interests
He concurrently serves as Representative Director of Keiyo Chemical Co., Ltd., which operates in the same businesscategory as the Company partially does. The Company both purchases products and raw materials from, and supplies raw
materials to, Keiyo Chemical Co., Ltd.
There is no special interest between Hiroyoshi Aikawa and the Company.
The number of the Company’s common shares owned by each candidate indicates the number of shares as of the end of
the current fiscal year (March 31, 2024). In addition, it also includes the respective candidate’s holdings in the Nippon
Chemical Industrial Officer Shareholding Association.
The Company has concluded a directors and officers liability insurance policy with an insurer as stipulated in Article 4303, paragraph (1) of the Companies Act. A summary of the terms and conditions of the aforementioned insurance policy isprovided in “2. Corporate Officers, (2) Status of Corporate Officers, (iii) Summary of Contents of Directors and Officers
Liability Insurance Policy, Etc.” (in Japanese only). If the election of the candidates for Director is approved, they willcontinue to be covered as insured persons under the policy. The Company plans to renew the aforementioned insurance
policy at the next renewal with the same terms and conditions.

-6-(Reference)
The Company’s Board of Directors is composed of Directors who are well-versed in R&D, sales, productionengineering and administrative operations, and possess suitable knowledge, experience and skills in those areas, andindependent Outside Director who possess expert knowledge and experience, as well as extensive insight relating tocorporate legal affairs and auditing. Under the Articles of Incorporation, the Company shall have eight or lessDirectors who are not Audit and Supervisory Committee members and five or less Directors who are Audit andSupervisory Committee members. The Company’s Board of Directors strives to collectively possess a balance ofknowledge, experience and skills; diversity; and a size that is the most optimal from the viewpoint of the sustainablegrowth of the Company and its improvement in medium- to long-term corporate value. If Proposal No. 2 is approved
as originally proposed, the composition of its members of its Board of Directors will be as follows.
Knowledge and experience particularly expected by the Company
Name

Hirota Tanahashi

Position(planned)

President

Managementstrategies

Sales○○Director,Managing
Executive
Officer and in
Hiroyoshi Aikawa charge ofProduction
Engineering
Division andR&D Division

R&D○

Productionengineering○Internationality

Legal risk

Financeandaccounting

Gender

○

Male

○

Male

Manabu Sato

Director (fulltime Audit andSupervisory
Committeemember)○

MaleSoichi Toyama

Outside Director(Audit andSupervisory
Committeemember)○MaleTomoko Tada

Outside Director(Audit andSupervisory
Committeemember)

Outside Director(Audit andTakeshi Kenmochi Supervisory
Committeemember)○○Female○-7-Male(Reference) Policy on Cross-shareholdings
The Company will hold such shares as it deems necessary for such purposes as maintaining and strengthening
business relationships, after examining their potential to contribute to the enhancement of the Company’s corporate
value over the medium- to long-term and other factors. Based on such examination, for those shares for which
continued ownership is of limited significance, the Company’s policy is to sell while taking into account such factors
as the market impact and the business aspects of the sale.
Also, each year, the Board of Directors examines the appropriateness of holding individual cross-shareholdings by
specifically examining factors such as whether the purpose of holding the shares is appropriate and whether thebenefits and risks associated with holding the shares are commensurate with the cost of capital.
During the current fiscal year, the Company sold all or part of holdings of six firms.
Segment

FY2019Listed(including
deemedNumber of issues
shareholdings)(Issues)
Unlisted

Carrying amount(Millions of yen)

FY202018

FY202119

FY2022
17FY2023
16

13

17

17

17

17

17

Listed

5,107

6,513

5,458

5,337

5,238

Deemedshareholdings

1,122

1,561

1,797

2,089

3,131

Unlisted

148

148

147

147

147

Total

6,378

8,223

7,403

7,573

8,517

Criteria for the exercise of voting rights pertaining to cross-shareholdings
Regarding the exercise of voting rights pertaining to cross-shareholdings, the department responsible for managing
such shares shall report in advance to the Officer responsible the details of the agenda for the investee company
concerned. The Company will make decisions for or against each proposal by carefully examining it on a case-bycase basis from the perspective of whether or not the proposal will ultimately contribute to the enhancement ofshareholder value, taking into consideration factors such as the business conditions for the investee company
concerned and the relationship with the Company.

-8-