Fuso Chemical : Notice of the 67th Annual General Meeting of Shareholders

Published May 31, 2024 at 1:46 a.m. UTC

Source: MarketScreener

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

Securities Code: 4368

June 5, 2024

To Our Shareholders:

Shinichi Sugita, Representative Director and President

FUSO CHEMICAL CO., LTD.

5-29, Kitahama 3-chome,Chuo-ku, Osaka

Notice of the 67th Annual General Meeting of Shareholders

We are pleased to announce the 67th Annual General Meeting of Shareholders of the Company, which will be held as described below.

When convening this general meeting of shareholders, the Company takes measures for providing information that constitutes the content of Reference Documents for the General Meeting of Shareholders, etc. (items for which measures for providing information in electronic format are to be taken) in electronic format, and posts this information as "Notice of the 67th Annual General Meeting of Shareholders" on each of the following websites. Please access either of those websites by using the internet address shown below to review the information.

The Company's website: https://fusokk.co.jp (in Japanese)

Website for posted informational materials for the general meeting of shareholders: https://d.sokai.jp/4368/teiji/ (in Japanese)

Sumitomo Mitsui Trust Bank's website (The Portal of Shareholders' Meeting): https://www.soukai-portal.net (in Japanese)

Scan the QR code on the voting form or access the address above and enter your ID and password.

In addition to posting items for which measures for providing information in electronic format are to be taken on each of the websites above, the Company also posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). To access this information from the latter website, access the TSE website (Listed Company Search) by using the internet address shown below, enter "FUSO CHEMICAL" in the issue name (company name) or "4368" in the securities code, and click "Search," and then click "Basic information" and select "Documents for public inspection/PR information." Under "Filed information available for public inspection," click "Click here for access" under "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting]."

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

If you are unable to attend on the day of the meeting, you may exercise your voting rights via the internet, etc. or in writing. Please review the Reference Documents for the General Meeting of Shareholders, and exercise your voting rights by 5:45 p.m. on Thursday, June 20, 2024 (JST).

[When exercising voting rights via the internet, etc.]

Please vote by the above stated deadline for exercising voting rights. [When exercising voting rights in writing]

Please indicate your votes for each proposal on the voting form sent out with this notice, and return it by the above stated deadline for exercising your votes.

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Appropriation of Surplus

Election of Seven Board Directors (Excluding Board Directors Who Are Audit and Supervisory Committee Members)

Election of Two Board Directors Who Are Audit and Supervisory Committee Members

Date and time: Friday, June 21, 2024, at 10:00 a.m. (JST)
Venue: 4th Floor, Osaka Club

4-11, Imabashi 4-chome,Chuo-ku, Osaka

3. Objectives of meeting: Items to be reported:

Reports on the Business Report, the Consolidated Financial Statements, and the results of audit of the Consolidated Financial Statements by the Financial Auditor and Audit and Supervisory Committee for the 67th fiscal term (from April 1, 2023 to March 31, 2024)
Report on the Non-consolidated Financial Statements for the 67th fiscal term (from April 1, 2023 to March

31, 2024) Items to be resolved:

Proposal No. 1

Proposal No. 2

Proposal No. 3

If you are attending on the day of the meeting, you are kindly requested to submit the enclosed voting form to the reception staff.
Of the items for which measures for providing information in electronic format are to be taken, the System to Ensure the Proper Operation of Business and the Status of Operation of the System in the Business Report, the Consolidated Statement of Changes in Equity and Notes to Consolidated Financial Statements of the Consolidated Financial Statements, together with Non-consolidated Statement of Changes in Equity and Notes to Non-consolidated Financial Statements of the Non-consolidated Financial Statements are not included in the paper-based documents to be delivered to shareholders who have made a request for delivery of paper-based documents pursuant to the provisions of laws and regulations and Article 15 of the Company's Articles of Incorporation. Accordingly, the documents that are delivered to shareholders who have made a request for delivery of paper-based documents are part of the documents included in the scope of audits by the Audit and Supervisory Committee and the Financial Auditor when they create their respective audit reports.
If revisions to the items for which measures for providing information in electronic format are to be taken arise, a notice of the revisions and the details of the items before and after the revisions will be posted on the website for measures for providing information in electronic format on the previous page.
Souvenirs will not be handed out to shareholders attending on the day of the meeting. Your understanding would be much appreciated.

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Reference Documents for the General Meeting of Shareholders

Proposal No. 1 Appropriation of Surplus

The Company appropriates surplus based on a basic policy of long-term stable return to shareholders taking into consideration strengthening the corporate structure and future business development.

The Company proposes to pay a year-end dividend for the 67th fiscal term of ¥33 per share as follows based on the business performance for the fiscal year under review.

Total dividends per share for the fiscal year including the interim dividend (¥33 per share) will be ¥66 per share.

Matters regarding year-end dividends

Type of dividend property To be paid in cash.
Matters regarding the allocation of dividend property and the total amount thereof The Company proposes to pay a dividend of ¥33 per common share of the Company. In this event, the total dividends will be ¥1,163,238,846.
Effective date of dividends of surplus June 24, 2024

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Proposal No. 2	Election of Seven Board Directors (Excluding Board Directors Who Are Audit and
	Supervisory Committee Members)

The terms of office of all current seven Board Directors (excluding Board Directors who are Audit and Supervisory Committee Members; the same shall apply throughout this proposal) will expire at the conclusion of the meeting. Therefore, the Company proposes the election of seven Board Directors.

The Audit and Supervisory Committee of the Company believes that all candidates for Board Directors are qualified for this proposal.

The candidates for Board Directors are as follows:

Candidate

No.

Name	Career summary, position and responsibility in the Company,	Number of the
Company's shares
(Date of birth)	and significant concurrent positions outside the Company
owned

	June 1988	External Board Director of the Company
	Mar. 1999	Executive Officer of Teikoku Seiyaku Co., Ltd.
	Mar. 2011	President & CEO (current position)
	June 2017	Representative Director & Chairman of the
Misako Fujioka		Company (current position)
June 2020	Outside Director (Audit and Supervisory
(April 22, 1955)	458,804 shares
	Committee Member) of Asahi Broadcasting
[Reelection]
	Group Holdings Corporation (current position)

[Significant concurrent positions outside the Company] President & CEO of Teikoku Seiyaku Co., Ltd.

Outside Director (Audit and Supervisory Committee Member) of Asahi Broadcasting Group Holdings Corporation

[Reasons for nomination as candidate for Board Director]

Misako Fujioka presently holds a position as President & CEO of Teikoku Seiyaku Co., Ltd. and has abundant knowledge and experience in the overall management of a company. Accordingly, judging that she is capable of contributing to the development of the Company group (the "Group"), the Company continues to nominate her as candidate for Board Director.

	Apr. 1980	Joined Fujisawa Pharmaceutical Co., Ltd.
		(currently Astellas Pharma Inc.)
	Apr. 2005	Joined the Company
	Apr. 2006	Department Manager of Planning and
		Development Department of Sales
		Development Division of Life Science Business
		Unit
Shinichi Sugita	July 2012	Executive Officer, Division Manager of
(October 5, 1955)		Electronic Materials Division, and Site	12,149 shares
[Reelection]		Manager of Kyoto Plant
	Feb. 2019	Deputy Division Manager of Administration
		Division
	June 2019	Board Director, Division Manager of
		Administration Division, and in charge of
		Innovation Promotion Office
	June 2020	Representative Director & President (current
		position)

[Reasons for nomination as candidate for Board Director]

Shinichi Sugita has experience and expertise in the life science and electronic materials businesses, as well as knowledge which he had obtained from managerial work as a Site Manager of a plant and a Division Manager of the Administration Division. Judging that he is capable of contributing to the Group's development by utilizing these, the Company continues to nominate him as candidate for Board Director.

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Candidate

No.

Name	Career summary, position and responsibility in the Company,	Number of the
Company's shares
(Date of birth)	and significant concurrent positions outside the Company
owned

	Apr. 1990	Joined the Company
	July 2005	Department Manager of Electronic Materials
		Sales Development Department of Electronic
		Materials Business Division
	Feb. 2008	Division Manager of Electronic Materials
		Division of Electronic Materials Business Unit
Haruo Masauji	July 2008	Executive Officer
(March 23, 1967)	July 2010	Senior Executive Officer and General Manager	28,480 shares
[Reelection]		of Electronic Materials Business Unit
	June 2011	Board Director
	Apr. 2019	Managing Director
	June 2020	Senior Managing Director (current position)
		and in charge of Innovation Promotion Office
	Apr. 2024	General Manager of Life Science Business Unit
		(current position)

[Reasons for nomination as candidate for Board Director]

Haruo Masauji is assisting the president in the overall management while supporting the administration by utilizing his experience and expertise in the life science and electronic materials businesses. Accordingly, judging that he is capable of contributing to businesses the Company is developing, the Company continues to nominate him as candidate for Board Director.

	Dec. 1989	Joined the Company
	Feb. 2008	General Manager of Shanghai Branch of
		Qingdao Fuso Refining & Processing Co., Ltd.
	Aug. 2008	President of FUSO (THAILAND) CO., LTD.
	May 2011	Division Manager of Asia Business
		Development Division of Life Science Business
		Unit and Department Manager of Sales
		Department of the Company
Takashi Tanimura	Apr. 2013	General Manager of Life Science Business Unit
(November 27, 1964)	July 2013	Senior Executive Officer	31,025 shares
[Reelection]	June 2014	Board Director
	Apr. 2019	Managing Director, in charge of Life Science
		Business Unit, and Department Manager of
		Planning and Development Office
	June 2020	Senior Managing Director (current position), in
		charge of Life Science Business Unit, and
		Planning and Development Office
	Apr. 2021	General Manager of International Division
		(current position)

[Reasons for nomination as candidate for Board Director]

Takashi Tanimura is assisting the president in the overall management while supporting the administration by utilizing his experience and expertise in the life science business. Accordingly, judging that he is capable of contributing to businesses the Company is developing, the Company continues to nominate him as candidate for Board Director.

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Candidate	Name	Career summary, position and responsibility in the Company,	Number of the
Company's shares
No.	(Date of birth)	and significant concurrent positions outside the Company
owned

		Nov. 2019	Joined the Company
		Mar. 2020	Executive Director of Teikoku Seiyaku Co.,
			Ltd. (current position)
	Atsushi Fujioka	July 2020	Executive Officer of the Company
		Department Manager of Planning and
	(May 4, 1988)		22,703 shares
		Development Office (current position)
	[Reelection]
	June 2021	Board Director
5
	Apr. 2024	Managing Director (current position)

		[Significant concurrent positions outside the Company]
		Executive Director of Teikoku Seiyaku Co., Ltd.
	[Reasons for nomination as candidate for Board Director]
	Atsushi Fujioka has experience and expertise as a Department Manager of the Planning and Development Office.
	Judging that he is capable of contributing to businesses the Company is developing by utilizing them through his
	execution of duties as Board Director, the Company continues to nominate him as candidate for Board Director.
		Apr. 1992	Joined the Company
		Apr. 2010	Department Manager of Sales Development
			Department of Electronic Materials Business
			Unit
	Motoki Sugimoto	July 2015	Executive Officer and Department Manager of
	(November 11, 1968)		Sales Development Department of Life Science	3,538 shares
	[Reelection]		Business Unit
6		Apr. 2019	General Manager of Life Science Business Unit
		June 2019	Board Director (current position)
		Apr. 2024	General Manager of Electronic Materials
			Business Unit (current position)

[Reasons for nomination as candidate for Board Director]

Motoki Sugimoto has experience and expertise in the life science and electronic materials businesses. Judging that he is capable of contributing to businesses the Company is developing by utilizing them through his execution of duties as Board Director, the Company continues to nominate him as candidate for Board Director.

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Candidate

No.

Name	Career summary, position and responsibility in the Company,	Number of the
Company's shares
(Date of birth)	and significant concurrent positions outside the Company
owned

	Apr. 1981	Joined Ministry of Finance
	July 1999	Assistant Regional Commissioner of Criminal
		Investigation Department of Tokyo Regional
		Taxation Bureau
	July 2011	Deputy Commissioner of Commissioner's
		Secretariat of National Tax Agency
	July 2012	Regional Commissioner of Nagoya Regional
		Taxation Bureau
	Apr. 2015	President of Japan Mint
	Apr. 2018	Deputy Director-General of Minister's
		Secretariat of Ministry of Finance
	Apr. 2019	Professor of Department of Management,
		Faculty of Management of Otemon Gakuin
		University (current position)
		Senior Visiting Research Fellow of Policy
		Research Institute, Ministry of Finance (current
Hakaru Hyakushima		position)
(December 20, 1958)	June 2019	Outside Director of Osaka Soda Co., Ltd.
[External]		(current position)	159 shares
[Independent]	Oct. 2019	Part-time lecturer of Kyoto University School
[Reelection]		of Government
	June 2020	Outside Audit & Supervisory Board Member of
		Sumitomo Riko Company Limited (current
		position)
	Mar. 2021	Trustee, Kyoto International Conference Center
		(current position)
	June 2022	External Board Director of the Company
		(current position)
	[Significant concurrent positions outside the Company]

Professor of Department of Management, Faculty of Management of Otemon Gakuin University

Senior Visiting Research Fellow of Policy Research Institute, Ministry of Finance

Trustee, Kyoto International Conference Center Outside Director of Osaka Soda Co., Ltd.

Outside Audit & Supervisory Board Member of Sumitomo Riko Company Limited

[Reasons for nomination as candidate for External Board Director and expected roles]

Hakaru Hyakushima has abundant government agency experience in taxation, finance, and other fields from holding important posts at the Ministry of Finance and other organizations. Accordingly, with the expectation that he will oversee and offer advice drawn on his knowledge for decision-making of important management matters and supervision of execution of duties, etc. from a neutral and objective perspective, the Company continues to nominate him as candidate for External Board Director. Although he has no experience being involved in the management of a company in any way other than as an outside officer, for the reasons above, the Company has judged him capable of appropriately fulfilling duties as External Board Director.

Notes:	1.	There is no special interest between any of the candidates and the Company.
	2.	Hakaru Hyakushima is a candidate for External Board Director.
	3.	Hakaru Hyakushima is currently an External Board Director of the Company. At the conclusion of the meeting, his tenure as an
		External Board Director of the Company will have been two years.
	4.	Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into an agreement with
		Hakaru Hyakushima to limit his liability for damages under Article 423, paragraph (1) of the same Act to the minimum liability
		amount provided for by Article 425, paragraph (1) of the same Act. If he is elected, the Company plans to renew the
		aforementioned agreement with him.
	5.	The Company has entered into a directors and officers liability insurance contract with an insurance company as provided for in
		Article 430-3, paragraph (1) of the Companies Act, which provides that the Company shall cover any damages that may arise

from a director being held liable for the performance of his/her duties or being subject to a claim for such liability (however, excluding such performance of an illegal act with full knowledge of its illegality). Each candidate, if elected, will become insured

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parties under this insurance policy. In addition, the premiums for the policy are fully borne by the Company, including the special contract, and the Company plans to renew this insurance policy with the same content at the time of the next renewal.

Hakaru Hyakushima satisfies the requirements for an independent officer as provided for by Tokyo Stock Exchange, Inc., and the criteria for determining independence set forth by the Company. The Company has submitted notification of his status as an independent officer. If he is elected, the Company plans to once again submit notification of his status as an independent officer. The criteria for determining independence set forth by the Company are included on page 12.
Number of shares under the name of officer's shareholding association of the Company is included in the above-mentioned "Number of the Company's shares owned."

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Proposal No. 3 Election of Two Board Directors Who Are Audit and Supervisory Committee Members

The terms of office of Board Directors who are Audit and Supervisory Committee Members Yoshiki Kinoshita and Sayaka Eguro will expire at the conclusion of the meeting.

Therefore, the Company proposes the election of two Board Directors who are Audit and Supervisory Committee Members.

The consent of the Audit and Supervisory Committee has been obtained for this proposal.

The candidates for Board Directors who are Audit and Supervisory Committee Members are as follows:

Candidate

No.

Name	Career summary, position and responsibility in the Company,	Number of the
Company's shares
(Date of birth)	and significant concurrent positions outside the Company
owned

	Dec. 2008	Registered as an attorney-at-law with the Dai-
		Ichi Tokyo Bar Association
		Joined Soga, Uryu & Itoga
	Dec. 2009	Dispatched to the National Policy Unit, Cabinet
		Secretariat
Sayaka Eguro	May 2012	Joined City-Yuwa Partners (current position)
June 2015	External Board Director of the Company
(May 25, 1980)
June 2018	External Board Director who is an Audit and
[External]	-
	Supervisory Committee Member
[Independent]
June 2020	Retired as External Board Director who is an
[Reelection]
	Audit and Supervisory Committee Member

	June 2022	External Board Director who is an Audit and
		Supervisory Committee Member (current
		position)

[Significant concurrent positions outside the Company] Counsel, City-Yuwa Partners

[Reasons for nomination as candidate for External Board Director and expected roles]

Sayaka Eguro has expertise as an attorney-at-law and knowledge related to international businesses. Accordingly, with an expectation that she will oversee and offer advice drawn on her knowledge for decision-making of important management matters and supervision of execution of duties, etc. from a neutral and objective perspective as an Audit and Supervisory Committee Member, the Company continues to nominate her as candidate for External Board Director who is an Audit and Supervisory Committee Member. Although she has no experience being involved in the management of a company in any way other than as an outside officer, for the reasons above, the Company has judged her capable of appropriately fulfilling duties as External Board Director.

- 9 -

Kei Takeuchi

(July 28, 1961)

[External]

[Independent] [New election]

Candidate	Name	Career summary, position and responsibility in the Company,	Number of the
Company's shares
No.	(Date of birth)	and significant concurrent positions outside the Company
owned

Notes:

Apr. 1987 Joined Osaka Gas Co., Ltd.

Apr. 2016 Executive Officer

President and CEO of Osaka Gas Chemicals Co., Ltd.

Apr. 2018 Senior Executive Officer of Osaka Gas Co., Ltd.

June 2019 Director, Senior Executive Officer

Apr. 2023 Advisor (current position)

Director and Chair of Osaka Gas Liquid Co., Ltd. (current position)

June 2023 Vice President of Japan Boiler Association- (current position)

July 2023 Board Chair of International Science Club of Osaka (ISCO) (current position)

Feb. 2024 Director of The Japan Institute of Energy (current position)

[Significant concurrent positions outside the Company] Advisor of Osaka Gas Co., Ltd.

Director and Chair of Osaka Gas Liquid Co., Ltd. Vice President of Japan Boiler Association

Board Chair of International Science Club of Osaka (ISCO) Director of The Japan Institute of Energy

[Reasons for nomination as candidate for External Board Director and expected roles]

Kei Takeuchi has abundant experience in business operations and knowledge of chemicals from having served as a General Manager responsible for energy-related business at Osaka Gas Co., Ltd. as well as President and CEO of Osaka Gas Chemicals Co., Ltd. Accordingly, with the expectation that he will provide advice on management and supervise business execution as a Board Director, Audit and Supervisory Committee Member, the Company nominates him as a candidate for External Board Director.

There is no special interest between any of the candidates and the Company.
Sayaka Eguro and Kei Takeuchi are candidates for External Board Director.
Sayaka Eguro is currently an External Board Director who is an Audit and Supervisory Committee Member of the Company. At the conclusion of the meeting, her tenure since assuming office in this position will have been two years. Sayaka Eguro has been a non-executive officer of the Company (External Board Director and External Board Director who is Audit and Supervisory Committee Member) in the past.
Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into an agreement with Sayaka Eguro to limit her liability for damages under Article 423, paragraph (1) of the same Act to the minimum liability amount provided for by Article 425, paragraph (1) of the same Act. If Sayaka Eguro is reelected, the Company plans to renew the aforementioned agreement with her. In addition, if the election of Kei Takeuchi is approved, the Company plans to enter into the same limited liability agreement with him.
The Company has entered into a directors and officers liability insurance contract with an insurance company as provided for in Article 430-3, paragraph (1) of the Companies Act, which provides that the Company shall cover any damages that may arise from a director being held liable for the performance of his/her duties or being subject to a claim for such liability (however, excluding such performance of an illegal act with full knowledge of its illegality). Each candidate, if elected, will become insured parties under this insurance policy. In addition, the premiums for the policy are fully borne by the Company, including the special contract, and the Company plans to renew this insurance policy with the same content at the time of the next renewal.
Sayaka Eguro satisfies the requirements for an independent officer as provided for by Tokyo Stock Exchange, Inc., and the criteria for determining independence set forth by the Company. The Company has submitted notification of her status as an independent officer. If she is elected, the Company plans to once again submit notification of her status as an independent officer. Kei Takeuchi satisfies the requirements for an independent officer as provided for by Tokyo Stock Exchange, Inc., and the criteria for determining independence set forth by the Company. If he is elected, the Company plans to submit notification of his status as an independent officer. The criteria for determining independence set forth by the Company are included on page 12.
Number of shares under the name of officer's shareholding association of the Company is included in the above-mentioned "Number of the Company's shares owned."

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