Nippon Kayaku : 167th Reference Document Concerning the Ordinary General Meeting of Shareholders

Reference Documents for General Meeting of Shareholders

Proposals and references

Proposal No. 1 Appropriation of Surplus

Our Nippon Kayaku Group regards profit return to our shareholders as important. In our mid- term business plan "KAYAKU Vision 2025 (KV25 )" that has started from our fiscal year 2022, we have targeted a dividend payout ratio of 40% or higher, taking stable and continuous profit return and sufficiency of retained earnings into consideration. Furthermore, while securing sufficient retained earnings, we will flexibly acquire treasury stocks as part of our profit return. Retained earnings will be allocated to R&D investments, capital investments and other investments in order to achieve sustainable growth for future development. We will continue to enhance cooperate value aiming to achieve ROE of 8% or higher in the final year of KV25.

Based on this policy, the Company proposes the appropriation of surplus for this fiscal year as follows.

１．Matters related to the year-end dividend

（１） Type of dividend property Cash

（２） Allotment of dividend property to shareholders and the total amount

Dividends	22.50 yen per common share of Company stock
Total amount	3,732,092,663 yen

（３） Effect date of appropriation of surplus ; June 27, 2024

Since the Company has paid 22.50 yen per 1 share as interim dividend, annual dividend for this fiscal year will be 45.00 yen per common share.

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Proposal No. 2 Election of Ten (10) Directors

The terms of office of all ten (10) Directors will expire at the close of this Ordinary General Meeting of Shareholders. Accordingly, we hereby propose to elect ten (10) Directors, who consist of seven (7) candidates for re-election and three (3) candidates for new election.

(The list of candidates for Directors)

			Attribute Information	Attendance at Board
Candidate		Current Position and	for Company
Name	(New Election)	of Directors meeting
number	Responsibilities in Company
	(Independent)	during the fiscal year
			(Outside)
1	Atsuhiro Wakumoto	President		14 of 14 meetings
Representative Director		(100%)
		Senior Managing Director		14 of 14 meetings
2	Yoshitsugu Ishida
Member of board of Directors		(100%)
3	Shigeyuki Kawamura	Managing Director		11 of 11 meetings
Member of board of Directors		(100%)
4	Yo Ota	Outside Director	(Independent)	13 of 14 meetings
Member of board of Directors	(Outside)	(92%)
5	Yasuyuki Fujishima	Outside Director	(Independent)	14 of 14 meetings
Member of board of Directors	(Outside)	(100%)
6	Seiichi Fusamura	Outside Director	(Independent)	12 of 14 meetings
Member of board of Directors	(Outside)	(85%)
7	Ikuko Akamatsu	Outside Director	(Independent)	11 of 11 meetings
Member of board of Directors	(Outside)	(100%)
8	Hiroshi Shimada	Managing Director	(New Election)	-
9	Shinji Inoue	Senior Director	(New Election)	-
10	Makoto Takeda	Senior Director	(New Election)	-

(Notice) The records of attendance of Mr. Shigeyuki Kawamura and Ms. Ikuko Akamatsu are based on only the Board of Directors meetings held after they have been appointed as a director on June 28, 2023.

(Independence Standards and Qualification for Outside Officers)

Company has set for the following independence standards of outside officers (Outside Directors and Outside Audit & Supervisory Board Members). The outside officer concerned is judged to be independent of Company if he or she does not constitute any of the following

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1. A supplier who sees Company and important subsidiaries of Company (hereafter, "Company Group") as a main customer, or a person who is an executive director, executive officer, or other employee of the parent company or main subsidiaries of that supplier (hereafter "Executive");
2. A main customer of Company or an Executive at that customer;
3. An Executive at a main financial institution from which Company borrows or the parent or a subsidiary of that financial institution;
4. An attorney, certified public accountant (CPA), licensed tax accountant or other consultant who has received funds or other assets exceeding a certain amount, other than officer remuneration, from Company Group (the person affiliated with the group when the entity receiving the assets is a corporation, association, or other group);
5. A person who has received donations or aid exceeding 10 million yen a year from Company (an Executive of the group when the entity receiving the donation or aid is a corporation, association, or other group);
6. A main shareholder of Company Group or an Executive of that shareholder;
7. A company that has accepted directors from Company Group or an Executive of the parent company or a subsidiary of that company;
8. A person who constituted (1) through (7), above, in the past five years;
9. The spouse or close relatives within the second degrees when the person who falls under (1) to

1. above is in an important position; or

1. The spouse or close relatives within the second degrees when the person is a director, executive officer, or manager of Company or a subsidiary of Company.

(Notes)

1. "Important subsidiaries of Company" in (1) refer to subsidiaries that comprise 20% or more of any one of Company's (non-consolidated) sales, total assets, income, or borrowings in the most recent fiscal year.

"A supplier who sees Company Group as a main customer" in (1) refers to a "supplier who received payment of 2% or more of that entity's annual consolidated sales for the most recent fiscal year from Company Group."

1. "A main customer of Company" in (2) refers to "a customer who paid Company 2% or more of Company's annual consolidated sales for the most recent fiscal year."
2. "Main financial institution" in (3) refers to "an entity that lends an amount equaling 2% or more of Company's consolidated assets for the most recent fiscal year to Company.
3. "A certain amount" in (4) refers to whichever is higher "10 million yen a year" or "2% of the annual sales of an attorney and or the corporation, association or other organization to which the attorneys belong.
4. "Main shareholder" in (6) refers to a shareholder who holds 10% or more of the voting rights (including both direct and indirect ownership).
5. "A person in an important position" in (9) refers to employees who are directors (excluding outside directors), executive officers, persons responsible for operational execution, or upper
6. • 3 -

level management of department manager or above, as well as attorneys affiliated with the law firm who have a position of partner and employee or higher; CPAs affiliated with the accounting firm who have a position of partner and employee or higher; trustees, directors, auditors, or other officers affiliated with a foundation, incorporated organization, educational corporation or other corporation; and other persons reasonably and objectively judged to be of similar importance.

The candidates for Director are as follows.

（Re-election)

Candidate	Name	Brief biographical outlines, position and responsibility in Company, and	Number of shares of
Company owned by
	number	(Date of birth)		significant concurrent positions
		Candidate
				April 1979	Joined Company
				August 2007	Manager of Marketing Dept., Global Business
					Division and Manager of Marketing Dept., Japan
					Business Division, Safety Systems Group	76,555
				August 2008	General Manager of Global Business Division and
					Manager of Marketing Dept., Global Business
					Division and Manager of Marketing Dept., Japan
					Business Division, Safety Systems Group
				August 2009	General Manager of Global Business Division and
			Atsuhiro		Manager of Marketing Dept., Global Business	Number of years as
				Division, Safety Systems Group
			Wakumoto		Member of the
			August 2010	General Manager of Marketing Division and Manager	Board
			(March 15,		of Global Marketing Dept., Marketing Division,
1		1957)		Safety Systems Group
		August 2012	Director, Company
					General Manager of Marketing Division, Safety
	Re-election				Systems Group
				June 2016	Member of the board of Directors
					Managing Director	8 years
				April 2018	General Manager of Marketing & Sales Division,
					Safety Systems Group
				June 2018	Head of Safety Systems Group
				June 2019	President (current)
					Representative Director (current)

[Special interests between Company and the above candidate ] None [Reason for selection as a candidate for Director]

Mr. Atsuhiro Wakumoto has been led the safety systems business for many years and currently serving as a President and Representative Directors. The Company has continuously selected him as a candidate for a Director in consideration of the fact that he has extensive global experience and has advanced knowledge of the overall business of the Company.

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	Candidate	Name	Brief biographical outlines, position and responsibility in Company, and	Number of shares of
	Company owned by
	number	(Date of birth)		significant concurrent positions
		Candidate
					April 1981	Joined Company
					August 2004	General Manager of Administration Dept., Safety
						System Division
					August 2007	General Manager of Planning & Coordination Dept.,
						Safety System Division
					August 2010	General Manager of Planning & Coordination Dept.,
						Safety System Group	58,505
				Yoshitsugu	June 2016	Director, Company
				April 2018	General Manager of Strategic Planning Division,
				Ishida		Safety System Group
2			(September 8,	June 2019	Member of the board of Directors (current)
		1958)		Managing Director
					Head of Safety Systems Group	Number of years as
					June 2021	Head of Financial Group and General Manager of
					Member of the
	Re-election				Information Systems Division, Financial Group	Board
					August 2021	Head of Financial Group
					June 2023	Senior Managing Director (current)
						In charge of Corporate Planning Division, Corporate
						Communications Division, Finance & Accounting	5 years
						Division, and Information Systems Division (current)
				[Special interests between Company and the above candidate ] None
				[Reason for selection as a candidate for Director]
				Mr. Yoshitsugu Ishida has been in charge of the Strategic Planning Division, Safety System business for
				many years and currently serving as a Member of the Board of Directors and Senior Managing Director.
				The Company continuously selected him as a candidate for a Director since he has extensive experience
				of global business and advanced knowledge of the overall business of the Company.
					April 1987	Joined Company	Number of shares of
					June 2008	General Manager of Purchasing Division, Himeji
					Company owned by
						Plant
						Candidate
					June 2010	General Manager of Planning and Purchasing
						Division, Himeji Plant
					June 2016	Chairman & General Manager of Kayaku Safety	16,037
						Systems (Huzhou) Co., Ltd.
					June 2019	General Manager of Strategic Planning
						Division, Safety Systems Group
				Shigeyuki	June 2020	Directors, Company	Number of years as
				April 2021	Deputy Director of Safety Systems Group and	Member of the
				kawamura		General Manager of Strategic Planning	Board
3
		(June 30,		Division, Safety Systems Group
				June 2021	Senior Director
				1963)
	Re-election				Head of Safety Systems Group
						1 years
					April 2022	Managing Director (current)
					June 2023	Member of the board of Directors (current)
						In charge of Mobility & Imaging Business Unit, Head
						of Safety Systems Group (current)

[Special interests between Company and the above candidate ] None [Reason for selection as a candidate for Director]

Mr. Shigeyuki Kawamura has been engaged in the plant management sector, leading the safety systems business for many years and currently serving as a Member of the Board of Directors and Managing Director. The Company continuously selected him as a candidate for a Director in consideration of the fact that he has extensive global experience such as being engaged in management of overseas subsidiaries and has advanced knowledge of the overall business of the Company.

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Candidate	Name	Brief biographical outlines, position and responsibility in Company, and	Number of shares of
Company owned by
	number	(Date of birth)		significant concurrent positions
		Candidate
					April 1993	Registered lawyer
						Joined Nishimura Tokiwa Law office
					February 2001	Registered lawyer in New York State, USA
					April 2001	Appointed Civil Affairs Bureau, the Ministry of
						Justice (charge of the Commercial Law, the office of	0
						counselor)
					January 2003	Partner of Nishimura Tokiwa Law office
				Yo Ota	August 2004	Outside Audit & Supervisory Board Member of
				(October 3,		Company
				June 2005	Outside Director of DKK Co., Ltd.
				1967)
4			July 2007	Partner of Nishimura & Asahi (Gaikokuho Kyodo
			Number of years as
						Jigyo) (current)	Member of the
					April 2013	Professor, Graduate Schools for Law and Politics,	Board
	Re-election
					The University of Tokyo
	Independent
	Outside			June 2016	Member of the board of Directors, Company (current)
					8 years
					June 2017	Outside Audit & Supervisory Board Member of Ricoh
						Co., Ltd. (current)
				[Special interests between Company and the above candidate ] None
				[Reason for selection as a candidate for Outside Director and overview of expected role]
				Mr. Yo Ota has extensive experience and advanced knowledge as a lawyer. He served as Outside Audit &
				Supervisory Board Member of the Company, and he is well acquainted with the Company. The Company
				continuously selected him as a candidate for Outside Director for strengthening supervisory functions of
				the Board of Directors. The Company expects him to perform the role to strengthen corporate governance
				of the Company with his thorough knowledge of corporate legal affairs including corporate governance.

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	Candidate	Name	Brief biographical outlines, position and responsibility in Company, and	Number of shares of
	Company owned by
		number	(Date of birth)		significant concurrent positions
			Candidate
								July 1969	Joined Ministry of International Trade and
									Industry (presently Ministry of Economy, Trade
									and Industry).
								July 1997	Economic Planning Agency Representative to the
									Economic Planning Agency Bank of Japan Policy
									Board	7,000
								July 1998	Japan Ambassador Extraordinary and
									Plenipotentiary to Panama, Ministry of Foreign
									Affairs
								June 2002	Managing Executive Officer, Nissho Iwai Corp.
							Yasuyuki		(presently Sojitz Corp.)
							November 2002	Outside Director, Wacom Co., Ltd.
							Fujishima	April 2003	Senior Managing Executive Officer, Member of
							(March 25,	Number of years as
	5					Board of Directors, Nissho Iwai Corp.
					Member of the
							1947)	October 2005	Representative Director and Senior Managing
							Board
									Executive Officer, Sojitz Corp.
		Re-election
							Executive Vice President, Sojitz Corp.
	Independent			April 2008
			Outside				August 2010	Representative Director, President, Mutual Service
									Aid Guarantee Corporation
								June 2016	Member of the board of Directors, Company
									(current)	8 years
								August 2017	Representative Director, President, Ceremonial
									Occasions Research Institute, Inc.
								November 2018	Chairperson of Human Resources Development &
									Employment Organization (current)
							[Special interests between Company and the above candidate ] None

[Reason for selection as a candidate for Outside Director and overview of expected role]

The Company continuously selected Mr.Yasuyuki Fujishima as a candidate for Outside Director to make recommendation about overall business of the Company since he has extensive experience and knowledge as a management executive of general trading company. The Company expects him to perform the role of supervising management from an objective standpoint based on his management experience at other the companies.

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	Candidate		Name	Brief biographical outlines, position and responsibility in Company, and	Number of shares of
		Company owned by
	number		(Date of birth)		significant concurrent positions
			Candidate
							July 1971	Assistant Judge of Kyoto District Court
							June 1998	Director-General of Judicial System and Research
								Dept., Minister's Secretariat, Ministry of Justice
							December 2001	Director-General of the Civil Affairs Bureau, Ministry
								of Justice
							October 2006	President of the Saitama District Court	0
							December 2009	President of the Sendai High Court
							January 2011	President of the Nagoya High Court
						Seiichi	March 2012	Retired from High Court
						April 2012	Public member of Tokyo Metropolitan Government
						Fusamura		Labor Relations Commission(Deputy Chairperson)
						June 2012	Outside Audit & Supervisory Board Member of	Number of years as
						(March 18,		Nippon Paper Industries Co., Ltd.	Member of the
	6			1947)
				Registered Lawyer	Board
							January 2013	Chairperson of Public Security Examination
	Re-election					Commission
	Independent			August 2013	Chairperson of Tokyo Metropolitan Government Labor
		Outside					Relations Commission
							June 2016	Outside Audit & Supervisory Board Member of The	4 years
								Bank of Yokohama, Ltd.
							June 2020	Outside Audit & Supervisory Board Member of
								Concordia Financial Group, Ltd. (current)
								Member of the board of Directors, Company (current)

[Special interests between Company and the above candidate ] None

[Reason for selection and as a candidate for Outside Director and overview of expected role]

The Company continuously selected Mr. Seiichi Fusamura as a candidate for Outside Director to make recommendation about overall business of the Company since he has extensive experience and knowledge as a legal expert at the judicial branch although he has not been involved in the management of the company. The Company expects him to perform the role of supervising management from an independent and objective standpoint of Member of the board of Directors.

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	Candidate		Name	Brief biographical outlines, position and responsibility in Company, and	Number of shares of
		Company owned by
	number		(Date of birth)		significant concurrent positions
			Candidate
							January 1995	Joined Showa Ota & Co. (presently Ernst & Young
								ShinNihon LLC) (Left in October 2010)
							April 1997	Registered as Certified Public Accountant
							April 2008	Registered as Certified Fraud Examiner
							December 2010	Chief Researcher, Management Training and
								Consulting Division, Institute of Management,	0
								SANNO University
							April 2019	Senior Researcher, Management Training and
						Ikuko		Consulting Division, Institute of Management,
							SANNO University
						Akamatsu
						July 2019	Board Director, The Japanese Institute of Certified
						(February 27,		Public Accountants (current)	Number of years as
	7			1968)	June 2020	Outside Director of CAWACHI LIMITED	Member of the
						Outside Audit & Supervisory Board Member of Toyo	Board
								Seikan Group Holdings, Ltd. (current)
	Re-election				June 2022	Outside Director of Mitsubishi UFJ Securities
	Independent
				Holdings Co., Ltd.
		Outside
						(Audit & Supervisory committee member) (current)
								1
							June 2023	Member of the board of Directors, Company (current)

[Special interests between Company and the above candidate ] None

[Reason for selection as a candidate for Outside Director and overview of expected role]

The Company has continuously selected Ms. Ikuko Akamatsu as a candidate for an Outside Director to make recommendations about overall business of the Company in consideration of the fact that she has extensive experience and knowledge as a Certified Public Accountant and Certified Fraud Examiner although she has not been directly involved in the business management. The Company expects her to provide appropriate advice and perform the role of supervising the management from an independent and objective standpoint.

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(New Candidate)

Candidate	Name	Brief biographical outlines, position and responsibility in Company, and	Number of shares of
Company owned by
number	(Date of birth)		significant concurrent positions
	Candidate
				April 1989	Joined Company
				June 2018	Representative Director of NIPPONKAYAKU FOOD	16,022
					TECHNO CO.,LTD.
			Hiroshi	June 2020	General Manager of Specialty Chemicals ,
			Shimada		International & IVD Division, Pharmaceuticals Group
			June 2021	Directors, Company	Number of years as
8		(June 4,		General Manager of Planning & Coordination	Member of the
	1965)
		Division, Pharmaceuticals Group	Board
				April 2023	Managing Director (current)
	New			June 2023	In charge of Life Science Business Unit, Head of
				-
					Pharmaceuticals Group (current)
			[Special interests between Company and the above candidate ] None
			[Reason for selection as a candidate for Director]
			Mr. Hiroshi Shimada has been in charge of the Pharmaceuticals Group for many years and currently
			serving as a Managing Director and involved in the management of domestic subsidiaries as a Director.
			The Company newly selected him as a candidate for a Director since he has extensive experience of
			business and advanced knowledge of the overall business of the Company.
				April 1988	Joined Company	Number of shares of
				December 2011	Chairman & General Manager of Shanghai KAYAKU	Company owned by
				Candidate
					International Trading Co., Ltd.
			Shinji
			June 2018	General Manager of Color Materials Division,	27,249
			Inoue
				Functional Chemicals Group
				Number of years as
			(February 6,	June 2020	Directors, Company
9		1966)	April 2023	Senior Director (current)	Member of the
	Board
				June 2023	Head of Functional Materials Group, Fine Chemicals
	New				Business Unit (current)	-
			[Special interests between Company and the above candidate ] None
			[Reason for selection and as a candidate for Outside Director and overview of expected role]
			Mr. Shinji Inoue has been engaged in the Functional Chemicals business for many years, currently serving
			as a Senior Director and involved in the management of overseas subsidiaries as a Director. The Company
			newly selected him as a candidate for Director since he has extensive experience and advanced knowledge
			of the overall business of the Company.
				April 1988	Joined Company	Number of shares of
				June 2013	General Manager of Secretarial Division, Strategic	Company owned by
					Corporate Planning Group	Candidate
			Makoto	June 2020	General Manager of Human Resources Management
			Takeda		Division, Administration Group	8,402
			June 2021	General Manager of General Affairs & Human
			(July 17,
10			Resources Division, Administration Group	Number of years as
	1964)
	April 2022	Directors, Company	Member of the
				April 2023	Senior Director (current)	Board
	New
			June 2023	General Manager of Human Resources Division
				-
					(current)
			[Special interests between Company and the above candidate ] None
			[Reason for selection and as a candidate for Outside Director and overview of expected role]
			Mr. Makoto Takeda has been in charge of Strategic Corporate Planning Group and Human Resources
			Management Division for many years and currently serving as Senior Director. The Company newly
			selected him as a candidate for Director since he has extensive experience of business and advanced
			knowledge of the overall business of the Company.

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