Arakawa Chemical Industries,ltd.TSE: 4968

Notice of the 95th annual general meeting of shareholders

· Issued by Arakawa Chemical Industries,ltd.

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. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

To Shareholders with Voting Rights:

(Stock Exchange Code 4968)

June 4, 2025

Nobuyuki Takagi

Representative Director and President and Executive Officer

ARAKAWA CHEMICAL INDUSTRIES, LTD.

1-3-7, Hiranomachi, Chuo-ku, Osaka, Japan

NOTICE OF THE 95th ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

You are cordially notified of the 95th Annual General Meeting of Shareholders of ARAKAWA CHEMICAL INDUSTRIES, LTD. (the "Company"). The meeting will be held for the purposes as described below.

In convening this General Meeting of Shareholders, the Company has taken measures for electronic provision and thus posted the matters regarding measures for electronic provision on the following website on the Internet as the "NOTICE OF THE 95th ANNUAL GENERAL MEETING OF SHAREHOLDERS."

The Company's website: https://www.arakawachem.co.jp/en/ir/

In addition to the above, the information is also posted on the following website.

Tokyo Stock Exchange (TSE) website https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

Please access the above TSE website, enter or search for the Company name or stock exchange code and select "Basic information" and then "Documents for public inspection/PR information" to find the information.

In lieu of attending the meeting, you can exercise your voting rights via the Internet or in writing as stated in the Guidance on Exercise of Voting Rights on page 3, so in this case please review the Reference Documents for the General Meeting of Shareholders included in the matters regarding measures for electronic provision, and exercise your voting rights no later than 5:30 p.m. on Tuesday, June 24, 2025, Japan time.

1.

Date and Time:

Wednesday, June 25, 2025 at 10:00 a.m. Japan time

(Reception opens from 9:00 a.m. Japan time.)

2.

Place:

2F CITYPLAZA OSAKA, SAN

2-31, Honmachibashi, Chuo-ku, Osaka

3.

Meeting Agenda:

Matters to be reported:

1.

The Business Report, Consolidated Financial Statements, and Non-

consolidated Financial Statements for the Company's 95th Fiscal Year (April 1, 2024 - March 31, 2025)

2.

Results of audits by the Accounting Auditor and the Audit & Supervisory

Committee of the Consolidated Financial Statements for the Company's 95th Fiscal Year

Proposals to be resolved:

Proposal 1:

Appropriation of Surplus

Proposal 2:

Partial Amendment to the Articles of Incorporation

Proposal 3:

Election of 6 Directors (excluding Directors who are Audit & Supervisory

Committee Members)

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.

Among the matters regarding measures for electronic provision, principal business activities, key sales offices and plants, the situation of employees, key lenders, and other important matters concerning the current situation of the Group, the situation of Accounting Auditor, the basic policy on internal control and status of operations, Consolidated Statements of Changes in Equity, Notes to the Consolidated Financial Statements, Non-consolidated Statements of Changes in Equity, and Notes to the Non-consolidated Financial Statements are not included in the documents delivered to shareholders in accordance with the provisions of laws and regulations and Article 15, Paragraph 2 of the Articles of Incorporation of the Company. In addition, the Audit & Supervisory Committee and the Accounting Auditor have completed their audits of the documents subject to audit, including the above matters.

If revisions to the matters regarding measures for electronic provision arise, the revised versions will be posted on the Company's website and the TSE website.

Guidance on the Exercise of Voting Rights Exercise of Voting Rights via the Internet, etc.:

Please access the website for the exercise of voting rights (https://evote.tr.mufg.jp/) and enter your vote for or against for each proposal no later than 5:30 p.m. Japan Time on Tuesday, June 24, 2025.

For details, please see the "Guidance on Exercise of Voting Rights via the Internet, etc." on the next page.

For shareholders using a smartphone

If you exercise your voting rights via smartphone, you can log in to the website without entering the Login ID and the Temporary Password.

Exercise of Voting Rights in Writing:

Please indicate your consent/dissent for the proposals on the enclosed Voting Rights Exercise Form and return it to us so that it arrives no later than 5:30 p.m. Japan Time on Tuesday, June 24, 2025. If neither consent nor dissent for a proposal is indicated on the Voting Rights Exercise Form, it shall be deemed as an indication of consent.

Handling of a voting right exercised multiple times

  1. If you have exercised a voting right both via the Internet and in writing, the content of the voting right exercised via the Internet will be considered valid.

  2. If you have exercised a voting right more than once via the Internet, only the last vote will be considered effective.

If you attend the meeting:

Please submit the enclosed Voting Rights Exercise Form at the reception desk on the day of the meeting. (Reception opens from 9:00 a.m. Japan time.)

Guidance on Exercise of Voting Rights via the Internet, etc.

If you exercise your voting rights via the Internet, etc., please use your smartphone, personal computer, or other methods to access the website for the exercise of voting rights (https://evote.tr.mufg.jp/) designated by the Company, and exercise your voting rights by following the instructions on the screen.

Deadline for the exercise of voting rights: No later than 5:30 p.m. Japan Time on Tuesday, June

24, 2025

* Please note that no votes can be accepted from 2:30 a.m. to 4:30 a.m.

If you log in to the website by scanning a QR Code:

Scanning the QR Code for Login will allow you to log in to the website without the need for entering the Login ID and the Password.

  1. Scan the QR Code for Login printed at the lower right of the enclosed Voting Rights Exercise Form using your smartphone.

    * QR Code is a registered trademark of Denso Wave Incorporated.

  2. After that, follow the instructions on the screen and select Approval or Disapproval.

If you log in to the website by entering the Login ID and Password:

Website for the exercise of voting rights: https://evote.tr.mufg.jp/

  1. Access the above website for the exercise of voting rights with a PC or smartphone.

  2. Enter the Login ID and the Temporary Password printed on the Voting Rights Exercise Form and click on the Log in button.

    1. Enter the Login ID and the Temporary Password.

    2. Click the Log in button.

  3. After that, follow the instructions on the screen and select Approval or Disapproval.

Inquiries related to the exercise of voting rights via the Internet

Mitsubishi UFJ Trust and Banking Corporation Stock Transfer Agency Division (Help Desk)

Phone: 0120-173-027 (toll-free, within Japan)

(Hours: 9:00 a.m. to 9:00 p.m.)

If you have exercised a voting right more than once via the Internet, only the last vote will be considered effective. If you have exercised a voting right both on a PC and on a smartphone, only the last vote will be considered effective.

Notes

  1. You will be notified of your new Login ID and Temporary Password every time a General Meeting of Shareholders is convened.

  2. Any fees incurred for accessing the website for the exercise of voting rights (such as Internet connection fees) will be borne by shareholders.

To Institutional Shareholders,

Institutional shareholders who have applied in advance to use the electronic voting platform operated by ICJ, Inc. may use the platform to exercise their voting rights.

Reference Documents for the General Meeting of Shareholders Proposals and References Proposal 1: Appropriation of Surplus

The Company's basic policy is to maintain a stable, continuous dividend while proactively implementing shareholder return measures.

In order to strengthen management foundations and achieve sustainable growth, the Company intends to actively utilize internal reserves to ensure the soundness of its financial position, invest in research and development, make capital investments, and strengthen Group systems to facilitate synergies in developing technology and customer demand, etc., and shall thus endeavor to enhance business performance.

Under these policies, the Company proposes to pay a year-end dividend of 25 yen per share, one (1) yen up per share from the initial forecast, after having considered comprehensively the business performance of the Company and in order to respond to the ongoing support of its shareholder. As a result, the annual dividend for the fiscal year under review will total 49 yen per share including an interim dividend of 24 yen.

  1. Items Related to the Year-end Dividend

    (1) Type of dividend property

    Cash

    (2) Items related to the allocation of dividend property to shareholders and its total amount

    25 yen per common share Total of 495,969,725 yen

    (3) Date the distribution of surplus comes into effect

    June 26, 2025

    Proposal 2: Partial Amendment to the Articles of Incorporation
    1. Reasons for the amendment

      In order to properly arrange the business objectives of the Company and enable the Company to respond flexibly to future business developments, some business objectives shall be added to Article 2 (Purpose) of the current Articles of Incorporation.

    2. Details of the amendments

    (Changes are underlined)

    Current Articles of Incorporation

    Proposed amendments

    (Purpose)

    Article 2 The purpose of the Company shall be to engage in the following businesses:

    (Purpose)

    Article 2 The purpose of the Company shall be to engage in the following businesses:

    1. Collection, refining, and processing of pine oleoresin and general forest products, as well as manufacture, sale and import/export of these chemical products.

    2. Manufacture, sale, and import/export of various paints, oils, resins, pharmaceuticals, industrial chemicals, and fragrances

    3. Manufacture, sale, contract processing, and import/export of general merchandise incidental to any of the preceding items

    4. Provision of technical information, sale of manufacturing technology, and sale and installation of manufacturing equipment related to any of the preceding items

    5. Leasing and purchase & sale of real estate

    6. Any businesses incidental to or related to any of the preceding items

    1. (Unchanged)

    2. Manufacture, sale, contract processing, and import/export of various paints, oils, resins, pharmaceuticals, quasi-pharmaceuticals, industrial chemicals, food products, cosmetics, pesticides, agricultural materials, forestry materials, and fragrances, as well as raw materials for these products

    3. (Unchanged)

    4. (Unchanged)

    5. (Unchanged)

    6. (Unchanged)

    Proposal 3: Election of 6 Directors (excluding Directors who are Audit & Supervisory Committee Members)

    The terms of office of all 7 Directors (excluding Directors who are Audit & Supervisory Committee Members) will expire at the conclusion of this year's Annual General Meeting of Shareholders. Accordingly, the election of 6 Directors (excluding Directors who are Audit & Supervisory Committee Members) is proposed.

    The candidates were decided by the Board of Directors upon the receipt of the report issued by the Nomination Advisory Committee.

    The candidates for Directors (excluding Directors who are Audit & Supervisory Committee Members) are as follows:

    No.

    Name

    Positions and responsibilities in the Company

    1

    Reappointment

    Nobuyuki Takagi

    Representative Director and President and Executive Officer; General Manager, Business

    H.Q.

    2

    Reappointment

    Toru Nobuhiro

    Managing Director and Executive Officer; in charge of Administration and KIZUNA

    Promotion

    3

    Reappointment

    Takumi Okazaki

    Director and Executive Officer; in charge of Production, Research and Development,

    Quality Assurance, Environment and Security

    4

    Reappointment

    Nobuyuki Fuke

    Director and Executive Officer; General Manager, Corporate Planning H.Q. and

    Corporate Planning Department

    5

    Reappointment

    Non-executive Director

    Outside

    Elizabeth Masamune

    Independent

    6

    Reappointment

    Non-executive Director

    Outside

    Toshiya Koyama

    Independent

    No.

    Name (Date of birth)

    Past experience, positions and significant concurrent positions

    Number of

    shares of the Company held

    1

    Nobuyuki Takagi (November 1, 1964) Reappointment

    April 1988

    Joined the Company

    34,300

    June 2018

    Director; General Manager, Coating Chemicals Division,

    Business H.Q.

    April 2019

    Director; General Manager, Management Planning Department

    April 2020

    Director; in charge of Strategic Purchasing; General Manager,

    Management Planning Department

    April 2021

    Director; in charge of Strategic Purchasing and Business

    Strategy; General Manager, Management Planning Department

    June 2022

    Managing Director; in charge of Strategic Purchasing and Business Strategy; General Manager, Management Planning

    Department

    April 2023

    Managing Director; in charge of Strategic Purchasing; General Manager, Corporate Planning H.Q. and Corporate Planning

    Department

    June 2023

    Senior Managing Director; in charge of Strategic Purchasing and Environment; General Manager, Corporate Planning H.Q. and

    Corporate Planning Department

    April 2024

    Representative Director and President; General Manager,

    Business H.Q.

    April 2025

    Representative Director and President and Executive Officer;

    General Manager, Business H.Q. (incumbent)

    [Reason for nomination as candidate for Director]

    Mr. Nobuyuki Takagi has been involved in research, sales, and planning departments, and after serving as General Manager of Strategic Purchasing Division, Director and General Manager of Coating Chemicals Division, Business H.Q., Managing Director and General Manager of Corporate Planning H.Q., and Senior Managing Director and General Manager of Corporate Planning H.Q., currently serves as Representative Director and President and Executive Officer and General Manager of Business H.Q., and possesses abundant experience in regard to the overall management of the Group and business management. The Company has judged that he will be able to utilize this experience to continue playing a sufficient role in the enhancement of the Group's corporate value and growth into a true global company, and has therefore

    renominated him as a candidate for Director.

    Name (Date of birth)

    Past experience, positions and significant concurrent positions

    Number of

    shares of the Company held

    2

    Toru Nobuhiro (July 21, 1960)

    Reappointment

    April 1984

    Joined the Company

    76,640

    June 2008

    Director; General Manager, Administrative Management Division; General Manager, Financial & Accounting Department, Administrative Management Division; General Manager, Data Processing Department, Administrative

    Management Division

    October 2010

    Director; General Manager, Administrative Management Division; General Manager, Data Processing Department,

    Administrative Management Division

    April 2014

    Director; General Manager, Management Planning Department

    June 2015

    Managing Director; in charge of Purchasing; General Manager,

    Management Planning Department

    April 2016

    Managing Director; Chief Strategy Officer (Strategic Purchasing

    and Management Planning); General Manager, Management Planning Department

    April 2018

    Managing Director; in charge of Strategic Purchasing; General

    Manager, Management Planning Department

    April 2019

    Managing Director; in charge of Strategic Purchasing; and

    SHIFT Promotion

    April 2020

    Managing Director; in charge of SHIFT Promotion; General

    Manager, Administrative H.Q.

    April 2021

    Managing Director; in charge of KIZUNA Promotion; General

    Manager, Administrative H.Q.

    April 2024

    Managing Director; in charge of Administration and KIZUNA

    Promotion

    April 2025

    Managing Director and Executive Officer; in charge of

    Administration and KIZUNA Promotion (incumbent)

    [Reason for nomination as candidate for Director]

    Mr. Toru Nobuhiro has been involved in overseeing administration departments as a whole over many years, and after serving as general manager of the management planning department, currently serves as Managing Director and Executive Officer in charge of Administration, and possesses abundant experience in regard to the overall management of the Group and business management. The Company has judged that he will be able to utilize this experience to continue playing a sufficient role in the enhancement of the Group's corporate value and growth into a true global company, and has therefore

    renominated him as a candidate for Director.

    Name (Date of birth)

    Past experience, positions and significant concurrent positions

    Number of

    shares of the Company held

    3

    Takumi Okazaki (March 1, 1962) Reappointment

    April 1984

    Joined the Company

    19,200

    April 2017

    Officer, the Company; Representative Director and President,

    KOATSU CHEMICAL INDUSTRIES, LTD.

    April 2019

    Officer; General Manager, Coating Chemicals Division,

    Business H.Q., the Company

    April 2021

    Officer; General Manager, Business Strategy Division

    April 2022

    Officer; General Manager, R&D Center; General Manager,

    Research and Development H.Q.

    June 2022

    Director; in charge of Quality Assurance; General Manager, R&D Center; General Manager, Research and Development

    H.Q.

    June 2023

    Director; in charge of Quality Assurance and Security; General Manager, R&D Center; General Manager, Research and

    Development H.Q.

    April 2024

    Director; in charge of Production, Quality Assurance, Environment and Security; General Manager, Research and

    Development H.Q.

    April 2025

    Director and Executive Officer; in charge of Production,

    Research and Development, Quality Assurance, Environment and Security (incumbent)

    [Reason for nomination as candidate for Director]

    Mr. Takumi Okazaki has been involved in the research and development department over many years, has served as President of a subsidiary, General Manager of Coating Chemicals Division, General Manager of Business Strategy Division and Research and Development H.Q. He currently serves as Director and Executive Officer and possesses abundant experience in regard to the research and development department, business strategies and overall management. The Company has judged that he will be able to utilize this experience to continue playing a sufficient role in the

    enhancement of the Group's corporate value and growth into a true global company, and has therefore renominated him as a candidate for Director.

    Name (Date of birth)

    Past experience, positions and significant concurrent positions

    Number of

    shares of the Company held

    4

    Nobuyuki Fuke (November 25, 1975) Reappointment

    April 1998

    Joined the Company

    6,700

    April 2023

    Officer; Deputy Head of Administrative H.Q.; General Manager,

    Human Resources Department

    April 2024

    Officer; General Manager, Corporate Planning H.Q. and

    Corporate Planning Department

    June 2024

    Director; General Manager, Corporate Planning H.Q. and

    Corporate Planning Department

    April 2025

    Director and Executive Officer; General Manager, Corporate

    Planning H.Q. and Corporate Planning Department (incumbent)

    [Reason for nomination as candidate for Director]

    Mr. Nobuyuki Fuke has been involved in administration and overseas business including serving as President of a subsidiary. He currently serves as Director and Executive Officer and General Manager of Corporate Planning H.Q. and possesses abundant experience in regard to the overall management of the Group and business management. The Company has judged that he will be able to utilize this experience to continue playing a sufficient role in the enhancement of the Group's corporate value and growth into a true global company, and has therefore renominated him as a candidate for

    Director.

    5

    Elizabeth Masamune (April 5, 1960)

    January 1987

    Joined Australian Trade Commission, Australian Embassy (Tokyo)

    3,200

    April 1996

    Counsellor, Australian Embassy (Jakarta)

    April 1999

    Counsellor, Australian Embassy (Hanoi)

    August 2002

    Counsellor, Australian Embassy (Seoul)

    August 2007

    Minister; Australian Embassy, General Manager; Australian

    Trade Commission (Tokyo)

    October 2011

    General Manager; Northeast Asia, Australian Trade Commission

    (Sydney)

    September 2013

    General Manager; Trade Headquarters, Australian Trade

    Commission (Sydney)

    March 2014

    President, @Asia Associates Inc. (Sydney)

    July 2015

    President, @Asia Associates Japan Inc. (incumbent)

    June 2019

    Non-executive Director, the Company (incumbent)

    [Significant concurrent positions] President, @Asia Associates Japan Inc.

    President, Awaji Youth Federation, Pasona Group Inc. Director, Faith, Inc.

    Outside Director, Asteria Corporation

    Outside Director, Financial Partners Group Co., Ltd.

    [Reason for nomination as candidate for Non-executive Director and expected roles]

    Ms. Elizabeth Masamune has international experience as a diplomat, abundant experience in corporate management and high-level of insights, and has provided valuable views and straightforward observations regarding the management of the Group. The Company expects she will continue playing a sufficient role in the enhancement of the Group's corporate value, growth into a true global company, and the strengthening and enhancement of corporate governance, and has therefore renominated her as a candidate for Non-executive Director.

    [Term of office as Non-executive Director of the Company]

    Six (6) years at the conclusion of this General Meeting

    Reappointment

    Outside

    Independent

    Name (Date of birth)

    Past experience, positions and significant concurrent positions

    Number of

    shares of the Company held

    6

    Toshiya Koyama (May 19, 1960)

    April 1986

    Joined Teijin Limited.

    300

    April 2013

    Corporate Officer (Riji), Teijin Group

    General Manager, New Materials Business Development Department

    Chief Representative of Teijin Electronics Korea Co., Ltd.

    April 2015

    Corporate Officer, Teijin Group

    April 2017

    Executive Officer, Teijin Group

    General Manager, Material Business Group

    Reappointment

    Outside

    April 2020

    President, Material Business of Teijin Group

    Independent

    June 2020

    Executive Officer, Director, Teijin Limited

    April 2021

    Executive Officer, Director, Chief Social Responsibility Officer, Responsible for Corporate Audit Department

    April 2023

    Mission Executive and Member of the Board

    June 2023

    Mission Executive

    June 2024

    Non-executive Director, the Company (incumbent)

    [Reason for nomination as candidate for Non-executive Director and expected roles]

    Mr. Toshiya Koyama has abundant experience in corporate management and start of new businesses at another company and high-level of insights. The Company expects he will provide valuable views and straightforward observations regarding the management of the Group and play a sufficient role in the enhancement of the Group's corporate value, growth into a true global company, and the strengthening and enhancement of corporate governance, and has therefore renominated him as a candidate for Non-executive Director.

    [Term of office as Non-executive Director of the Company]

    One (1) year at the conclusion of this General Meeting

    (Notes) 1. There are no special interests between any of the candidates and the Company.

  2. Ms. Elizabeth Masamune and Mr. Toshiya Koyama satisfy the criteria for independence of Non-executive Directors of the Company. If their reappointment is approved, the Company will file the notification of them as Independent Directors.

  3. The Company has entered into agreement with Ms. Elizabeth Masamune and Mr. Toshiya Koyama, in accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, to limit their liability pursuant to Article 423, Paragraph 1 of the Companies Act. However, the maximum amount of liability pursuant to the agreement is the minimum amount stipulated by laws and regulations. The Company intends to continue such a limited liability agreement with Ms. Elizabeth Masamune and Mr. Toshiya Koyama if their reappointment is approved.

  4. The Company has entered into indemnity agreements with all directors and officers (main business executors including Directors, Directors who are Audit & Supervisory Committee Members, and Executive Officers) pursuant to the provisions of Article 430-2, Paragraph 1 of the Companies Act, under which the Company will indemnify costs provided for by item 1 of the same Paragraph and losses provided for by item 2 of the same Paragraph within the ranges stipulated by laws and regulations. If each candidate is elected and appointed Director, the Company intends to enter into the same indemnity agreements with each of Directors.

  5. The Company has concluded a directors and officers liability insurance ("D&O Insurance") contract with an insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act, with directors and officers (main business executors including Directors, Directors who are Audit & Supervisory Committee Members, and Executive Officers) as the insured. The insurance policy covers damages that may arise when the insured assume liability for the execution of their duties (however, certain exemptions apply). Furthermore, the Company will pay the entire amount of insurance premiums, and the insured will not bear the premiums. If each candidate is elected and appointed Director, they will become the insured persons under the D&O Insurance. The D&O Insurance is valid for a period of one (1) year, and it will be renewed after a resolution of the Board of Directors prior to its expiration.

(Reference) Director Skill Matrix

Assuming Proposal 3 is approved, the areas of expertise and experience of the Directors are as follows.

Director

Independent Director / Auditor

Years in office

Gender

Corporate management

Business strategy / R&D

International business

Production

/ safety control

Financial accounting

/ finance

Legal affairs

/ risk management

Sustainability / ESG / diversity / human resources

development

Knowledge/experience for appropriately leading management/business

Knowledge/ experience for establishing/

maintaining appropriate

management foundation

Perspective for ensuring sustainability

Nobuyuki Takagi

7

M

○

○

○

Toru Nobuhiro

17

M

○

○

○

○

○

Takumi Okazaki

3

M

○

○

○

Nobuyuki Fuke

1

M

○

○

○

○

Elizabeth Masamune

○

6

F

○

○

◎

Toshiya Koyama

○

1

M

○

◎

○

○

○

Jiro Mizuya

Audit & Supervisory Committee Members

3

M

○

○

Jun Minami

○

1

M

○

○

○

◎

Masahiro Nakatsukasa

○

9

M

○

◎

  • This skill matrix does not represent all knowledge or experience possessed by the candidates.

  • For gender, M indicates male and F indicates female.

  • Expertise ("◎" indicates the areas in which the Company especially expects the outside officers to play important roles.)

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