Fuso Chemical : Notice of the 69th Annual General Meeting of Shareholders

Published May 29, 2026 at 1:37 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.

To Our Shareholders:

Securities Code: 4368

June 5, 2026

Shinichi Sugita, Representative Director and President

FUSO CHEMICAL CO., LTD.

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

Notice of the 69th Annual General Meeting of Shareholders

We are pleased to announce the 69th 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 69th 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 Monday, June 22, 2026 (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.

Date and time: Tuesday, June 23, 2026, at 10:00 a.m. (JST) (Reception starts at 9:20 a.m.)
Venue: 4th Floor, Osaka Club
4-11, Imabashi 4-chome, Chuo-ku, Osaka
Objectives of meeting: Items to be reported:
1. 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 69th fiscal term (from April 1, 2025 to March 31, 2026)
2. Report on the Non-consolidated Financial Statements for the 69th fiscal term (from April 1, 2025 to March 31, 2026)

Items to be resolved: Proposal No. 1 Appropriation of Surplus Proposal No. 2 Election of Eight Board Directors (Excluding Board Directors Who Are Audit and Supervisory Committee Members) Proposal No. 3 Election of Three Board Directors Who Are Audit and Supervisory Committee Members

If you are attending on the day of the meeting, you are kindly requested to submit the voting form sent out with this notice 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.

Reference Documents for the General Meeting of Shareholders Proposal No. 1 Appropriation of Surplus

In terms of appropriation of surplus, the Company has adopted a progressive dividend approach to reward shareholders who hold consistently over the long term, and will strive to enhance corporate value.

The Company proposes to pay a year-end dividend for the 69th fiscal term of ¥41 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 (¥41 per share) will be ¥82 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 ¥41 per common share of the Company. In that event, the total dividends would be ¥1,445,883,778.
(Note) The Company conducted a stock split at a ratio of three shares for every one common share effective April 1, 2026. Because the record date was March 31, 2026, the year-end dividend for the 69th fiscal term will be paid based on the number of shares from before said stock split was implemented.
Effective date of dividends of surplus June 24, 2026.

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

The terms of office of all current eight 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 eight 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 (Date of birth)	Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company	Number of the Company's shares owned
1	Misako Fujioka (April 22, 1955) [Reelection]	Jun. 1988 External Board Director of the Company Mar. 1999 Executive Officer of Teikoku Seiyaku Co., Ltd. Mar. 2011 President & CEO (current position) Jun. 2017 Representative Director & Chairman of the Company (current position) Jun. 2020 Outside Director (Audit and Supervisory Committee Member) of Asahi Broadcasting 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	37,046 shares
1	[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.
2	Shinichi Sugita (October 5, 1955) [Reelection]	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 Jul. 2012 Executive Officer, Division Manager of Electronic Materials Division, and Site Manager of Kyoto Plant Feb. 2019 Deputy Division Manager of Administration Division Jun. 2019 Board Director, Division Manager of Administration Division, and in charge of Innovation Promotion Office Jun. 2020 Representative Director & President (current position)	16,837 shares
2	[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.

Candidate No.	Name (Date of birth)	Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company	Number of the Company's shares owned
3	Haruo Masauji (March 23, 1967) [Reelection]	Apr. 1990 Joined the Company Jul. 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 Jul. 2008 Executive Officer Jul. 2010 Senior Executive Officer and General Manager of Electronic Materials Business Unit Jun. 2011 Board Director Apr. 2019 Managing Director Jun. 2020 Senior Managing Director (current position) and in charge of Innovation Promotion Office Apr. 2024 General Manager of Life Science Business Unit (current position)	31,456 shares
	[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.
4	Atsushi Fujioka (May 4, 1988) [Reelection]	Nov. 2019 Joined the Company Mar. 2020 Executive Director of Teikoku Seiyaku Co., Ltd. (current position) Jul. 2020 Executive Officer of the Company Department Manager of Planning and Development Office Jun. 2021 Board Director Apr. 2024 Managing Director (current position) Apr. 2025 Department Manager of Corporate Planning Department (current position) Department Manager of Business Development Department [Significant concurrent positions outside the Company] Executive Director of Teikoku Seiyaku Co., Ltd.	24,743 shares
	[Reasons for nomination as candidate for Board Director] Atsushi Fujioka has experience and expertise as a Department Manager of the Corporate Planning Department and the Business Development Department. 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.
5	Motoki Sugimoto (November 11, 1968) [Reelection]	Apr. 1992 Joined the Company Apr. 2010 Department Manager of Sales Development Department of Electronic Materials Business Unit Jul. 2015 Executive Officer and Department Manager of Sales Development Department of Life Science Business Unit Apr. 2019 General Manager of Life Science Business Unit Jun. 2019 Board Director (current position) Apr. 2024 General Manager of Electronic Materials Business Unit (current position) Apr. 2026 Division Manager of Electronic Materials Division (current position)	5,683 shares
	[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.