Nissan Chemical : Notice of the Convocation of the 154th Ordinary General Meeting of Shareholders

This document has partly been translated from 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. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

Securities Code: 4021

Date of issuance: June 4, 2024

Start date of measures for electronic provision: May 29, 2024

To Those Shareholders with Voting Rights

YAGI Shinsuke

Representative Director,

President & COO

Nissan Chemical Corporation

5-1, Nihonbashi 2-chome,Chuo-ku,

Tokyo, Japan

NOTICE OF THE CONVOCATION OF

THE 154th ORDINARY GENERAL MEETING OF SHAREHOLDERS

We are pleased to announce the 154th Ordinary General Meeting of Shareholders of Nissan Chemical Corporation (the "Company"). The meeting will be held as described below.

In convening this General Meeting of Shareholders, the Company has taken measures for providing information in electronic format, and according to the stipulations of Article 325-3 of the Companies Act, the items subject to measures for electronic provision are provided on the Company's website, and we ask that you please confirm these items by accessing the Company's website below.

The Company's website:

https://www.nissanchem.co.jp/ir_info/library/general_meeting.html (in Japanese) https://www.nissanchem.co.jp/eng/ir_info/library/general_meeting.html (in English)

In addition to posting items subject to measures for electronic provision on the website above, the Company also provides this information on the website of Tokyo Stock Exchange, Inc. (TSE). If you are unable to view the items subject to measures for electronic provision on the Company's website, access the TSE website below, enter and search for the issue name "Nissan Chemical" or the securities code (4021), click "Basic information (基本情 報)," and select "Documents for public inspection/PR information (縦覧書類／PR 情報)." Under "Filed information available for public inspection (縦覧書類)," click "Click here for access" under "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting] (株主総会招集通知／株主総 会資料)."

TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese) https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show (in English)

If you do not attend the meeting in person, you can exercise your voting rights by either of the following means. Please review the Reference Documents for the General Meeting of Shareholders, and exercise your voting rights.

Exercise of Voting Rights in Writing (by Post)

Please indicate your votes for or against the proposals on the enclosed Voting Rights Exercise Form and return it to the Company, ensuring that the form reaches us by 5:40 p.m., Tuesday, June 25, 2024 (Japan Time).

Exercise of Voting Rights via the Internet, etc.

Please access the website for exercising voting rights as indicated in the enclosed Voting Rights Exercise Form and exercise your voting rights by 5:40 p.m., Tuesday, June 25, 2024 (Japan Time).

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1. Date and Time: Wednesday, June 26, 2024 at 10:00 a.m. (Reception starts at 9:15 a.m.)

2. Place:	Josui Kaikan, 2F, Star Hall
	1-1, Hitotsubashi 2-chome,Chiyoda-ku, Tokyo, Japan

3. Agenda of the Meeting:

Matters to be reported: 1. The Business Report and the Consolidated Financial Statements for the 154th

fiscal year (from April 1, 2023 to March 31, 2024) and results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board

2. The Non-Consolidated Financial Statements for the 154th fiscal year (from April 1, 2023 to March 31, 2024)

Proposals to be resolved:

Proposal No. 1: Appropriation of Surplus

Proposal No. 2: Election of Ten (10) Directors

Proposal No. 3: Election of One (1) Audit & Supervisory Board Member

4. Handling of votes: (1) If neither approval nor disapproval of each proposal is indicated on the Voting Rights Exercise Form in the case of exercising your voting rights in writing (by post), the Company will deem that you indicated your approval of the proposal.

1. If you exercise your voting rights both in writing (by post) and via the Internet, etc., the Company will only deem your exercise via the Internet, etc. valid. Also, if you exercise your voting rights multiple times via the Internet, etc., the Company will only deem your final exercise to be valid.

• For those attending the meeting, please present the enclosed Voting Rights Exercise Form at the reception desk on arrival.
• Of the items to be listed on the form of items subject to measures for electronic provision, regarding the "System for Ensuring the Appropriate Operations and Summary of the Operating Conditions of the System" in the Business Report, the "Consolidated Statements of Changes in Net Assets" and "Notes to Consolidated Financial Statements" in the Consolidated Financial Statements, and the "Non-Consolidated Statements of Changes in Net Assets" and "Notes to Non-Consolidated Financial Statements" in the Non-Consolidated Financial Statements (hereinafter, "Items Omitted from Documents Provided"), based on laws and regulations and Paragraph 2, Article 19 of the Company's Articles of Incorporation, because these items have been provided on the Company's website, they are not listed on the paper-based documents delivered to shareholders requesting the delivery of paper-based documents. Furthermore, the above items posted on the Company's website are included in the scope of auditing when audit reports are prepared by the Audit & Supervisory Board and the Accounting Auditor.
• If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items before and after the revisions will be posted on the websites provided on page 1.
• Institutional investors may use the Electronic Voting Rights Exercise Platform operated by ICJ, Inc.

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Reference Documents for the General Meeting of Shareholders

Proposal No. 1: Appropriation of Surplus

The Company upholds the basic policy of working to improve corporate value from a medium- to long-term viewpoint and providing return of its profits to the shareholders.

After taking into consideration such factors as operating performance, business environment and preparation for future business development, the Company proposes the year-end dividend for the 154th fiscal year as follows.

1. Type of dividend property Cash
2. Matters related to distribution of dividend property and the total amount The Company proposes to pay ¥94 per common share of the Company. Under this proposal, the total amount of dividends paid is ¥13,043,190,994.
   As the Company paid an interim dividend of ¥70 per share, the annual dividend for the 154th fiscal year is ¥164 per share.
3. Effective date of the distribution of surplus

June 27, 2024

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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 conclusion of this Ordinary General Meeting of Shareholders. Accordingly, the election of ten (10) Directors, including four (4) Outside Directors, is proposed.

The selection of Director candidates is made based on the report of the Nomination and Remuneration Advisory Committee, a majority of whose members are independent Outside Directors.

The candidates for Directors are as follows:

Candi-			Position/responsibilities in the
date	Name	Gender	Attribute
Company
No.
			Representative Director, Chairman
1	KINOSHITA Kojiro	Male	& CEO	Reelection
Nomination and Remuneration
			Advisory Committee chair
			Representative Director, President
2	YAGI Shinsuke	Male	& COO	Reelection
Nomination and Remuneration
			Advisory Committee member
			Director, Senior Executive Vice
			President
			Healthcare Business Field, and
			Research & Development of
3	HONDA Takashi	Male	Healthcare Field	Reelection
			Business Development
			Internal Audit Department,
			Intellectual Property Department
			and Purchasing Department
			Director, Senior Managing
			Executive Officer
4	ISHIKAWA Motoaki	Male	Head of Performance Materials	Reelection
Division
			Research & Development of
			Performance Materials Field
			Director, Senior Managing
			Executive Officer, CFO
			Head of Finance & Accounting
5	DAIMON Hideki	Male	Department	Reelection
			Sustainability Promotion & IR
			Department, and Digital
			Transformation Department
			Director, Managing Executive
			Officer, CRO
			Head of Corporate Planning
6	MATSUOKA Takeshi	Male	Department	Reelection
Chemicals Division, Personnel
			Department, and Environment,
			Safety & Quality Assurance
			Department
			Outside Director	Reelection Outside	Independent
7	OBAYASHI Hidehito	Male	Nomination and Remuneration
			Advisory Committee member	Director	Officer

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Candi-			Position/responsibilities in the
date	Name	Gender	Attribute
Company
No.

Outside Director

8	KATAOKA Kazunori	Male	Nomination and Remuneration	Reelection	Outside	Independent
Director	Officer
			Advisory Committee member
			Outside Director
9	NAKAGAWA Miyuki	Female	Nomination and Remuneration	Reelection	Outside	Independent
			Advisory Committee member		Director	Officer
			Outside Director		Outside	Independent
10	TAKEOKA Yuko	Female	Nomination and Remuneration	Reelection
Director	Officer

Advisory Committee member

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No.		Name	Career summary	Number of the
(Date of birth)	Company's
		shares held
				Apr. 1977 Joined the Company
				Jun. 2002 Director, Head of Corporate Planning Department of
				the Company
				Jun. 2006 Managing Director, Head of Corporate Planning
				Department of the Company
				Jun. 2008 Representative Director, President & CEO of the
				Company
				Apr. 2021 Representative Director, Chairman & CEO of the
	KINOSHITA	Company (to the present)
		Kojiro	(Position and responsibilities in the Company)	99,100
	(April 19, 1948)	Representative Director, Chairman & CEO
		Male	Nomination and Remuneration Advisory Committee chair
1
		Reelection
	Attendance at
	meetings of the
	Board of Directors
	12/12
	Reason for the nomination of the candidate for Director
	Mr. KINOSHITA Kojiro served as General Manager of the Business Strategy Department, Chemicals
	General Headquarters and also as Head of the Corporate Planning Department. In addition, as President &
	CEO of the Company since June 2008 until March 2021, and thereafter as Chairman & CEO to the present,
	he has been promoting strategies to enhance the corporate value of the Company Group. Considering his
	wide-ranging experience, achievements, and insights, the Company judges that Mr. KINOSHITA remains
	qualified to be a Director that performs decision-making on business operations and oversees the execution
	of duties by Directors, and again nominated him as a candidate for Director.

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No.		Name		Career summary	Number of the
(Date of birth)		Company's
			shares held
				Apr. 1985 Joined the Company
				Apr. 2013	Deputy Plant Manager of Onoda Plant of the Company
				Apr. 2016 Executive Officer, Plant Manager of Sodegaura Plant of
					the Company
				Apr. 2018 Managing Executive Officer, Head of Production
					Technology Department of the Company
				Apr. 2020 Senior Managing Executive Officer, Head of
					Production Technology Department of the Company
	YAGI Shinsuke	Jun. 2020	Director, Senior Managing Executive Officer, Head of	12,000
	(June 13, 1962)		Production Technology Department of the Company
	Apr. 2021 Representative Director, President & COO of the
		Male		Company (to the present)
		(Position and responsibilities in the Company)
2
	Reelection		Representative Director, President & COO
				Nomination and Remuneration Advisory Committee member

Attendance at

meetings of the

Board of Directors

12/12

Reason for the nomination of the candidate for Director

Mr. YAGI Shinsuke has been engaged in production technology for many years, and served as Deputy Plant Manager of Onoda Plant, Plant Manager of Sodegaura Plant, and Head of Production Technology Department. He has been contributing to the improvement of production systems for the Company Group's products and to their stable supply. In addition, as President & COO of the Company since April 2021, he has been promoting strategies to enhance the corporate value of the Company Group. Considering his wide- ranging experience, achievements, and insights, the Company judges that Mr. YAGI remains qualified to be a Director that performs decision-making on business operations and oversees the execution of duties by Directors, and again nominated him as a candidate for Director.

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No.		Name			Career summary	Number of the
(Date of birth)			Company's
				shares held
				Apr.	1981	Joined the Company
				Feb.	1997	Vice President of Nissan Chemical Europe GmbH
						(currently Nissan Chemical Europe S.A.S.)
				Jun.	2012	General Manager of Planning & Development
						Department, Agricultural Chemicals Division of the
						Company
				Apr.	2014	Executive Officer, Deputy Head of Agricultural
						Chemicals Division, General Manager of Planning &
						Development Department, Agricultural Chemicals
						Division of the Company
				Apr.	2017	Managing Executive Officer, Head of Agricultural
	HONDA Takashi			Chemicals Division of the Company	8,600
	(March 8, 1959)	Jun.	2017	Director, Managing Executive Officer, Head of
		Male			Agricultural Chemicals Division of the Company
		Apr.	2021	Director, Senior Managing Executive Officer, Head of
						Agricultural Chemicals Division of the Company
3		Reelection		Apr.	2022	Director, Senior Executive Vice President of the
	Attendance at			Company (to the present)
	(Position and responsibilities in the Company)
	meetings of the
	Director, Senior Executive Vice President
	Board of Directors
	Healthcare Business Field
	12/12
		Research & Development of Healthcare Field
				Business Development
				Internal Audit Department, Intellectual Property Department, and
				Purchasing Department

Reason for the nomination of the candidate for Director

Mr. HONDA Takashi has been engaged in the agricultural chemicals business focused on agricultural chemicals development and business development for many years. He served as General Manager of Planning & Development Department, and Division Head, and after that, he had not only led the agricultural chemicals business but also managed all of the Company's life science business and research since April 2022. He has been leading the healthcare business and research, and as the person responsible for Business Development, involved in formulating the Company's strategies since April 2024. Considering his wide- ranging experience, achievements, and insights, the Company judges that Mr. HONDA remains qualified to be a Director that performs decision-making on business operations and oversees the execution of duties by Directors, and again nominated him as a candidate for Director.

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No.		Name			Career summary	Number of the
(Date of birth)			Company's
				shares held
				Apr.	1986	Joined the Company
				Jun. 2009 General Manager of Display Materials Department,
						Electronic Materials Division of the Company
				Jun. 2012 General Manager of Display Materials Research
						Department, Electronic Materials Research
						Laboratories of the Company
				Jun.	2015	General Manager of Business Strategy Department,
						Performance Materials Division of the Company
				Apr.	2016	Executive Officer, Deputy Head of Performance
						Materials Division, General Manager of Business
						Strategy Department, Performance Materials Division
	ISHIKAWA			of the Company
	Apr.	2020	Managing Executive Officer, Head of Performance
		Motoaki	7,500
	(January 23, 1964)			Materials Division of the Company
	Apr.	2022	Senior Managing Executive Officer, Head of
		Male			Performance Materials Division of the Company
4				Jun.	2022	Director, Senior Managing Executive Officer, Head of
	Reelection				Performance Materials Division of the Company (to the
	Attendance at			present)
	(Position and responsibilities in the Company)
	meetings of the	Director, Senior Managing Executive Officer
	Board of Directors	Head of Performance Materials Division
	12/12		Research & Development of Performance Materials Field
				(Significant position concurrently held)
				Director, Chairman of Nissan Chemical America Corporation
				Representative Director of NCK Co., Ltd.
				Representative Director of Nissan Chemical Taiwan Co., Ltd.

Reason for the nomination of the candidate for Director

Mr. ISHIKAWA Motoaki has been engaged in the performance materials business focused on display materials for many years. He served as General Manager of Business Strategy Department, Division Head, and head of the Company's overseas business locations, and after that, he has been managing all of the Company's performance materials business and research, which is a driver of the Company Group's growth since April 2022. The Company judges that Mr. ISHIKAWA is qualified to be a Director that performs decision-making on business operations and oversees the execution of duties by Directors, and again nominated him as a candidate for Director.

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No.		Name	Career summary	Number of the
(Date of birth)	Company's
		shares held
				Apr. 1988 Joined The Industrial Bank of Japan, Limited (currently
				Mizuho Bank, Ltd.)
				Apr. 2014 General Manager of Trust Business Department IV of
				Mizuho Trust & Banking Co., Ltd.
				Apr. 2016 Executive Officer, General Manager of Corporate &
				Institutional Coordination Department of Mizuho Trust
				& Banking Co., Ltd.
				Apr. 2018 Managing Executive Officer in charge of Trust &
				Banking of Mizuho Trust & Banking Co., Ltd.
				Apr. 2020 Executive Officer, Head of Finance & Accounting
	DAIMON	Department of the Company
	Apr. 2022 Managing Executive Officer, Head of Sustainability
		Hideki	Promotion & IR Department of the Company	2,000
	(February 22,	Jun. 2022 Director, Managing Executive Officer, Head of
	1964)
		Sustainability Promotion & IR Department of the
		Male	Company
		Apr. 2023 Director, Senior Managing Executive Officer, Head of
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			Sustainability Promotion & IR Department of the
	Reelection
			Company
	Attendance at	Apr. 2024 Director, Senior Managing Executive Officer, Head of
	Finance & Accounting Department of the Company (to
	meetings of the
	the present)
	Board of Directors
	(Position and responsibilities in the Company)
	12/12
				Director, Senior Managing Executive Officer, CFO
				Head of Finance & Accounting Department
				Sustainability Promotion & IR Department and Digital
				Transformation Department

Reason for the nomination of the candidate for Director

Mr. DAIMON Hideki, while leveraging his abundant experience and wide-ranging insight cultivated at financial institutions in Japan and abroad, has been overseeing the formulation of financial strategy, conducting active IR activities, and leading sustainability promotion across the entire Company since joining the Company in April 2020. In addition, since April 2024, he has made contributions to enhancing the Company's corporate value from a variety of perspectives as Head of Finance & Accounting Department. The Company judges that Mr. DAIMON is qualified to be a Director that performs decision- making on business operations and oversees the execution of duties by Directors, and again nominated him as a candidate for Director.

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