Daicel : NOTICE OF THE 158TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

Note: This document has been translated from a part of the Japanese original, and is for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

Stock Exchange Code 4202

May 30, 2024

To Shareholders with Voting Rights:

Yoshimi Ogawa

President and CEO

Daicel Corporation

3-1,Ofuka-cho,Kita-ku, Osaka, Japan

NOTICE OF

THE 158TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We would like to express our appreciation for your continued support and patronage.

You are hereby notified that the 158th Annual General Meeting of Shareholders of Daicel Corporation (the "Company") will be held for the purposes described below. When convening this General Meeting of Shareholders, the Company has taken measures for providing information in electronic format (the "electronic provision measures") and has posted matters subject to the electronic provision measures on the Company's website.

The Company's website: https://www.daicel.com/en/ir/stockholder.html

In addition to the website shown above, the Company also has posted matters subject to the electronic provision measures on the website of Tokyo Stock Exchange, Inc. (TSE). To view the information, please access the following TSE website (TSE Listed Company Search service), input the issue name (Daicel) or securities code (4202), and click "Search," and then click "Basic information" and select "Documents for public inspection/PR information."

The TSE website (TSE Listed Company Search service): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

If you will not attend the Meeting in person, you may exercise your voting rights via the Internet or in writing. Please review the "Reference Documents for the General Meeting of Shareholders" and exercise your voting rights by 5:00 p.m. on Thursday June 20, 2024, Japan time.

1. Date and Time: Friday, June 21, 2024 at 10:00 a.m. Japan time

(Reception begins at 9:00 a.m.)

2. Place:HINOKI, 2F, InterContinental Osaka, Tower C, North Wing of GRAND FRONT OSAKA located at 3-60Ofuka-cho,Kita-ku, Osaka, Japan

3. Agenda:

Matters to be reported: 1. Business Report, Consolidated Financial Statements for the Company's

	158th Fiscal Year (April 1, 2023-March 31, 2024) and results of audits by
	the Accounting Auditor and the Audit & Supervisory Board of the
	Consolidated Financial Statements
	2. Non-consolidated Financial Statements for the Company's 158th Fiscal Year
Proposals to be resolved:	(April 1, 2023-March 31, 2024)
Proposal 1:	Appropriation of Surplus
Proposal 2:	Election of 11 Directors
Proposal 3:	Election of Two Audit & Supervisory Board Members

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Proposal 4:	Revision of Amount of Director Compensation
Proposal 5:	Revision of Amount of Compensation for Audit & Supervisory Board
Proposal 6:	Members
Revision of Restricted Stock Compensation Plan for Directors

• Should the matters subject to the electronic provision measures require revisions, the revised versions will be posted on the respective websites mentioned in this convocation notice.
• Following the implementation of the electronic information provision system for materials for the General Meeting of Shareholders in accordance with the revised Companies Act, the Company, as a rule, provides the materials on its website rather than as printed media. The Company, therefore, sends a simplified convocation notice to shareholders except those who have requested delivery of the documents. The complete set of the materials for the General Meeting of Shareholders is available on the websites mentioned in this convocation notice.
• We are considering delivering a more simplified notice to shareholders regarding the materials for the next General Meeting of Shareholders.
• The following matters are available only on the websites in accordance with relevant laws and regulations as well as provisions of the Articles of Incorporation of the Company and are not included in the documents delivered to shareholders who requested for delivery of documents.
• 1. "Matters Regarding Accounting Auditors" and "Matters Regarding Establishment of a System to Ensure the Appropriateness of Business Activities and the Operating Status of the System" in the Business Report

(2)"Consolidated Statement of Changes in Equity" and "Notes to the Consolidated Financial Statements" of the Consolidated Financial Statements

1. "Non-consolidatedStatement of Changes in Equity" and "Notes to the Non-consolidated Financial Statements" of the non-Consolidated Financial Statements

Please note that (1) (2) (3) are included in the documents audited by the Audit & Supervisory Board Members and (2) (3) are included in the documents audited by the Accounting Auditors.

Notes to the shareholders who will attend the meeting

• When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
• Our officers and operation staff will be in light clothing ("cool biz") at the meeting. Shareholders may also attend the meeting in light clothing.

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal 1: Appropriation of Surplus

Concerning the appropriation of surplus, the Company proposes as follows: Matters concerning the year-end dividends

The Company's basic dividend policy is to distribute profits in a balanced manner, taking into comprehensive consideration maximizing asset efficiency and realizing optimal capital structure, ensuring financial soundness in order to maintain fund raising capacity, and stable dividends reflecting the consolidated business performance.

Internal reserves will be applied to investment in business expansion and reinforcement of highly profitable business structures, such as R&D for new business development and strengthening of existing businesses, new construction and extension of facilities, and efficiency improvement measures. Through future business development, we will strive for a growing benefit to our shareholders.

In the Company's mid-term management strategy, "Accelerate 2025," which started in FY2020, we have targeted a shareholder return ratio of 40% or more for each fiscal year, combining the amount of dividends with the amount of flexible acquisition of the Company's own shares, with the annual dividend per share of 32 yen set upon the announcement of the mid-term management strategy as the lower limit.

Based on the policy mentioned above, the year-end dividend for the fiscal year under review will be 25 yen per share.

1. Type of dividend property Cash
2. Matters concerning the allotment of dividend property to shareholders and the total amount thereof 25 yen per share of common stock of the Company
   Total amount: 6,895,403,825 yen
   (Note) The annual dividends for the fiscal year under review will be increased by 12 yen from the previous fiscal year to 50 yen per share including the interim dividends.
3. Effective date of distribution of surplus June 24, 2024

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Proposal 2: Election of 11 Directors

The terms of office of all 10 Directors will expire at the conclusion of this year's Annual General Meeting of Shareholders. Accordingly, the Company proposes the election of 11 Directors, increasing the number of Directors by one, to further strengthen the management structure.

The candidates for Directors are as follows:

No.

1

2

3

4

5

6

7

8

9

10

11

			Attendance
			Rate at the
Name	Current Positions and Responsibilities at the Company	Board of
			Directors
			meetings
	President and CEO, President, Member of the
	Nomination and Compensation Committee,		93%
Yoshimi Ogawa	Responsible for Institute of Human-oriented	Reappointment	(14 out of 15
	Management, and Executive Consultant of Polyplastics		meetings)
	Co., Ltd.
	Representative Director, Senior Managing Executive
	Officer, Member of the Nomination and Compensation		100%
	Committee, General Manager of Corporate Support
Kotaro Sugimoto	Reappointment	(15 out of 15
Headquarters, Responsible for Corporate Compliance
		meetings)
	Program, Responsible for Corporate Sustainability, and
	Responsible for Digital Strategy Center
	Director, Senior Managing Executive Officer, General
	Manager of Corporate Planning & Strategy
	Headquarters, General Manager of SCM Headquarters,		100%
Yasuhiro Sakaki	Responsible for Safety SBU, Responsible for	Reappointment	(15 out of 15
	Healthcare SBU, Responsible for Material SBU,		meetings)
	Responsible for Smart SBU, and Responsible for Life
	Sciences SBU
	Senior Managing Executive Officer, General Manager
Toshio Shiwaku	of Assessment Headquarters, General Manager of R&D	New	-
Headquarters, Responsible for Safety and Quality
Appointment
	Assurance Headquarters, and Responsible for
	Intellectual Property Center
	Senior Managing Executive Officer, General Manager
Naotaka Kawaguchi	of Production Management Headquarters, Responsible	New	-
for Engineering Center, and Responsible for	Appointment
	Monozukuri Production Innovation Center
	Director and Member of the Nomination and	Reappointment	100%
Teisuke Kitayama	Outside	(15 out of 15
Compensation Committee
	Independent	meetings)
	Director and Chairman of the Nomination and	Reappointment	100%
Toshio Asano	Outside	(15 out of 15
Compensation Committee
	Independent	meetings)
	Director and Member of the Nomination and	Reappointment	100%
Takeshi Furuichi	Outside	(15 out of 15
Compensation Committee
	Independent	meetings)
	Director and Member of the Nomination and	Reappointment	100%
Yuriya Komatsu	Outside	(15 out of 15
Compensation Committee
	Independent	meetings)
	Director and Member of the Nomination and	Reappointment	100%
Mari Okajima	Outside	(12 out of 12
Compensation Committee
	Independent	meetings)
	Director and Member of the Nomination and	Reappointment	100%
Keita Nishiyama	Outside	(12 out of 12
Compensation Committee
	Independent	meetings)

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(Note) The attendance of Ms. Mari Okajima and Mr. Keita Nishiyama at Board of Directors meetings covers only their attendance at the meetings held after their appointment on June 23, 2023.

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	Name		Past experience, positions, responsibilities	Number of
No.		shares of the
(Date of birth)		and significant concurrent positions
		Company held
		April 1983	Joined the Company
		June 2000	Head of Production Innovation Center, Production Technology
			Headquarters of the Company
		April 2002	Head of Business Process Innovation of the Company
		June 2006	Executive Officer of the Company
			Vice President of Aerospace & Defense Systems/Safety Systems
			Company of the Company
			General Manager of Harima Plant, Aerospace & Defense
			Systems/Safety Systems Company of the Company

Yoshimi Ogawa (January 8, 1960)

Reappointment

June 2009	Head of Production Technology of the Company
	Responsible for Responsible Care of the Company
	Responsible for Engineering Center of the Company
June 2011	Director of the Company
June 2013	Managing Executive Officer of the Company
April 2014	General Manager of Production Technology Headquarters of the
	Company
April 2015	Responsible for Quality Management Division of the Company
June 2016	Responsible for Organic Chemical Products Company of the
	Company
	Responsible for Aerospace & Defense Systems/Safety Systems
	Company of the Company

1

Tenure as Director

13 years

(as of the conclusion of this year's Annual General Meeting of Shareholders)

June 2017	Senior Managing Executive Officer of the Company
June 2019	President and CEO of the Company
	President of the Company
April 2021	Responsible for Research Center of the Company
	Executive Consultant of Polyplastics Co., Ltd.
April 2022	Responsible for Advanced Materials & Packaging Institute of the
	Company
	Responsible for Life Science Business Division of the Company

158,432

April 2024 Responsible for Institute of Human-oriented Management of the Company

(Positions and responsibilities)

President and CEO, President, Member of the Nomination and Compensation Committee, Responsible for Institute of Human- oriented Management, and Executive Consultant of Polyplastics Co., Ltd.

[Reasons for selection as a candidate for Director]

Mr. Yoshimi Ogawa has served as President and CEO of the Company since June 2019, and has achievements in leading the Group toward improving corporate value through his strong leadership. Based on his wealth of experience, achievements and insights in overall management of the Company, the Company has determined that he is an appropriate person to promote the Company's group management and global business management, and thus requests his election as Director.

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	Name		Past experience, positions, responsibilities	Number of
No.		shares of the
(Date of birth)		and significant concurrent positions
		Company held
		April 1984	Joined the Company
		June 2011	Head of Raw Material Purchasing Center of the Company
		June 2014	Executive Officer of the Company
			Representative Director and President of Daicel Logistics Service
			Co., Ltd.

2

Kotaro Sugimoto (October 10, 1960)

Reappointment

Tenure as Director

Five years

(as of the conclusion of this year's Annual General Meeting of Shareholders)

June 2017	Managing Executive Officer of the Company
	Responsible for Business Process Innovation of the Company
June 2019	Representative Director of the Company
	General Manager of Corporate Support Center of the Company
	Responsible for Corporate Compliance Program of the Company
	Responsible for Corporate Sustainability of the Company
October 2019	General Manager of Corporate Support Headquarters of the
	Company
June 2020	Senior Managing Executive Officer of the Company
April 2021	Responsible for Corporate Sustainability of the Company
April 2022	Responsible for Digital Strategy Division of the Company
April 2024	Responsible for Digital Strategy Center of the Company

(Positions and responsibilities)

Representative Director, Senior Managing Executive Officer, Member of the Nomination and Compensation Committee, General Manager of Corporate Support Headquarters, Responsible for Corporate Compliance Program, Responsible for Corporate Sustainability, and Responsible for Digital Strategy Center

[Reasons for selection as a candidate for Director]

Mr. Kotaro Sugimoto has served as the person responsible for administrative divisions including finance and accounting and compliance, as well as the person responsible for the Raw Material Purchasing Center of the Company, and has a wealth of experience, achievements and insights in the management of the Company. The Company has determined that he is an appropriate person to promote the Company's group management and global business management, and thus requests his election as Director.

78,922

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	Name		Past experience, positions, responsibilities	Number of
No.		shares of the
(Date of birth)		and significant concurrent positions
		Company held
		April 1984	Joined the Company
		June 2012	President of Organic Chemical Products Company of the
			Company
		June 2014	Executive Officer of the Company
		June 2016	President of Aerospace & Defense Systems/Safety Systems
			Company of the Company
			President of Daicel Safety Systems (Jiangsu) Co., Ltd.
		June 2017	Managing Executive Officer of the Company
			President & CEO of Daicel Safety Systems America Holdings,
			Inc.
			President & CEO of Daicel Safety Systems America Arizona,
			Inc.
			President & CEO of Special Devices, Inc.

3

Yasuhiro Sakaki (March 17, 1962)

Reappointment

Tenure as Director

Four years

(as of the conclusion of this year's Annual General Meeting of Shareholders)

April 2019	Chairman of Daicel Safety Systems Americas, Inc.
June 2019	Senior Managing Executive Officer of the Company
	Responsible for Aerospace & Defense Systems/Safety Systems
	Company of the Company
October 2019	General Manager of Strategic Planning Headquarters of the
	Company
April 2020	Responsible for Safety SBU of the Company
	Responsible for Healthcare SBU of the Company
June 2020	Director of the Company
	Responsible for Raw Material Purchasing Center of the Company
April 2021	General Manager of Corporate Planning & Strategy Headquarters
	of the Company
April 2022	Responsible for Customer Center of the Company
August 2022	General Manager of SCM Headquarters of the Company
April 2023	Responsible for Material SBU of the Company
April 2024	Responsible for Smart SBU of the Company
	Responsible for Life Sciences SBU of the Company

(Positions and responsibilities)

Director, Senior Managing Executive Officer, General Manager of Corporate Planning & Strategy Headquarters, General Manager of SCM Headquarters, Responsible for Safety SBU, Responsible for Healthcare SBU, Responsible for Material SBU, Responsible for Smart SBU, and Responsible for Life Sciences

SBU

[Reasons for selection as a candidate for Director]

Mr. Yasuhiro Sakaki has served as the person responsible for Safety segment of the Company, President of overseas subsidiaries, as well as the person responsible for the divisions involved in the promotion of management strategies of the Company, and has a wealth of experience, achievements and insights in the management of the Company. The Company has determined that he is an appropriate person to promote the Company's group management and global business management, and thus requests his election as Director.

77,014

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	Name		Past experience, positions, responsibilities	Number of
No.		shares of the
(Date of birth)		and significant concurrent positions
		Company held
		April 1987	Joined Polyplastics Co., Ltd.
		April 2007	Chief of Research and Development Center of Polyplastics Co.,
			Ltd.
		March 2011	Executive Officer of Polyplastics Co., Ltd.
			Chief of Business Strategies Department, Corporate Strategy
			Division of Polyplastics Co., Ltd.
			Chief of POM Business Strategies Department of Polyplastics
			Co., Ltd.
			Chief of New Business Development Department of Polyplastics
			Co., Ltd.
		June 2014	Director of Polyplastics Co., Ltd.
			Responsible for Legal Department of Polyplastics Co., Ltd.
			Responsible for LCP Leuna Carboxylation Plant GmbH of
			Polyplastics Co., Ltd.

4

Toshio Shiwaku

(February 20, 1963)

New Appointment

Tenure as Director

-

June 2015	Managing Executive Officer of Polyplastics Co., Ltd.
	General Manager of Corporate Strategy Division of Polyplastics
	Co., Ltd.
	General Manager of Corporate Planning Department of
	Polyplastics Co., Ltd.
June 2016	Representative Director of Polyplastics Co., Ltd.
June 2017	Representative Director and President of Polyplastics Co., Ltd.
April 2021	Senior Managing Executive Officer of the Company
	General Manager of Performance Materials Headquarters of the
	Company
April 2023	Responsible for Innovation and Business Development
	Headquarters of the Company
April 2024	General Manager for Assessment Headquarters of the Company
	General Manager of R&D Headquarters of the Company
	Responsible for Safety and Quality Assurance Headquarters of
	the Company
	Responsible for Intellectual Property Center of the Company

(Positions and responsibilities)

Senior Managing Executive Officer, General Manager of Assessment Headquarters, General Manager of R&D Headquarters, Responsible for Safety and Quality Assurance Headquarters, and Responsible for Intellectual Property Center

[Reasons for selection as a candidate for Director]

Mr. Toshio Shiwaku has taken on roles such as person in charge of research and development, corporate strategy, and new business development as well as Representative Director and President of Polyplastics Co., Ltd., the Company's key subsidiary, and has a wealth of experience, achievements and insights in corporate management and overseas business of the Group. The Company has determined that he is an appropriate person to promote the Company's group management and global business management, and thus requests his election as Director.

40,699

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	Name		Past experience, positions, responsibilities	Number of
No.		shares of the
(Date of birth)		and significant concurrent positions
		Company held
		April 1986	Joined the Company
		April 2002	General Manager of Manufacturing Technology Department,
			Ohtake Production Company of the Company
		June 2006	Head of Production Innovation Center, Production Technology of
			the Company
		June 2009	Representative Director and President of Daicel Safety Systems
			Inc.
		April 2011	Vice President of Aerospace & Defense Systems/Safety Systems
			Company of the Company
		June 2013	President of Daicel Safety Systems Korea, Inc.
		June 2014	General Manager of Harima Plant, Aerospace & Defense
			Systems/Safety Systems Company of the Company
		June 2015	Executive Officer of the Company
		June 2019	President of Aerospace & Defense Systems/Safety Systems
			Company of the Company
			President of Daicel Safety Systems (Jiangsu) Co., Ltd.
			President of Daicel Safety Technologies (Jiangsu) Co., Ltd.

5

Naotaka Kawaguchi (December 25, 1961)

New Appointment

Tenure as Director

-

April 2020	Head of Safety SBU of the Company
June 2020	Managing Executive Officer of the Company
	Chairperson of Daicel Safety Systems Americas, Inc.
April 2022	General Manager of Production Management Headquarters of the
	Company
	Responsible for Innovation and Business Development
	Headquarters of the Company
	Responsible for Biomass Innovation Center of the Company
	Responsible for Monozukuri Production Innovation Center of the
	Company
	Responsible for Chain Production Company and Multiple
	Production Company of the Company
April 2023	Senior Managing Executive Officer of the Company
	Responsible for Engineering Center of the Company

(Positions and responsibilities)

Senior Managing Executive Officer, General Manager of Production Management Headquarters, Responsible for Engineering Center, and Responsible for Monozukuri Production Innovation Center

[Reasons for selection as a candidate for Director]

Mr. Naotaka Kawaguchi has served as the person responsible for Safety segment of the Company, President of overseas subsidiaries, as well as the person responsible for the divisions involved in the improvement of production technology, and the formulation and implementation of measures for solving problems of the Company, and has a wealth of experience, achievements and insights in the management and production technology of the Company. The Company has determined that he is an appropriate person to promote the Company's group management and global business management, and thus requests his election as Director.

52,664

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