Notice of the 109th Annual Shareholders’ Meeting (Matters not stated in the delivery document)

This document has been translated from the Japanese original for the convenience of non-Japanese shareholders. In the event of any discrepancy between this translation and the Japanese original, the original shall prevail.

Notice of the 109th Annual

Shareholders' Meeting

(Items excluded from the paper-based documents to be delivered to

shareholders who requested the delivery of paper-based documents, pursuant to laws and regulations and the Articles of Incorporation, among items for which the measures for providing information in electronic format are taken)

Matters relating to share options for the Company's shares

Independent Auditor

Company systems and policies

Consolidated Statement of Changes in Net Assets

Notes to Consolidated Financial Statements

Non-Consolidated Statement of Changes in Net Assets

Notes to Non-Consolidated Financial Statements

(From April 1, 2023 to March 31, 2024)

NAGASE & CO., LTD.

The above items are excluded from the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents, pursuant to laws and regulations and the provision of Article 14, paragraph (2) of the Company's Articles of Incorporation.

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Matters relating to share options for the Company's shares

1. Status of share options issued as consideration for the execution of duties and held by the Company officers as of the end of the fiscal year
   No applicable information.
2. Status of share options issued to employees and others as consideration for the execution of duties during the fiscal year
   No applicable information.
3. Other significant matters relating to share options No applicable information.

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Independent Auditor

1. Name of Independent Auditor Ernst & Young ShinNihon LLC
2. Summary of Limiting liability agreement
   The Company has not entered into a liability limiting agreement specified in Article 423, paragraph (1) of the Companies Act with its Independent Auditor.
3. Amount of compensation paid to Independent Auditor during the current fiscal year

Notes: 1. The audit agreement between the Company and the Independent Auditor does not distinguish between audit compensation for audits performed pursuant to the Companies Act and audits performed pursuant to the Financial Instruments and Exchange Act and compensation cannot practically be categorized in this manner, and accordingly, the total amount is reported as compensation, etc. paid to the Independent Auditor during the current fiscal year.

1. 2. The Audit & Supervisory Board received materials necessary for investigating the amount of the Independent Auditor's compensation from relevant internal divisions, Directors, Independent Auditor, and so on, received explanations from the Independent Auditor of a summary of the audit plan for the current fiscal year, audit times for each audit item, and so on, and based on the results of its confirmation of the audit plans for prior years and implementation of those plans determined that the compensation, etc. paid to the Independent Auditor is appropriate and gave its consent pursuant to Article 399, paragraph (1) of the Companies Act.

2. Details of duties other than audits
   Non-audit services include agreed procedural work associated with tax filing in foreign countries.
3. Status of audits of financial statements of the Company's main subsidiaries by Certified Public Accountants or Audit Firms other than the Company's Independent Auditor
   Of the Company's main subsidiaries, Prinova Group LLC, Nagase (Hong Kong) Ltd., Nagase (Thailand) Co., Ltd. and three other overseas subsidiaries were audited by certified public accountants or an audit firm (including persons with corresponding qualifications in a foreign country) other than the Company's Independent Auditor.
4. Policy on determination to dismiss or not to reappoint Independent Auditor
   In addition to dismissal of the Independent Auditor by the Audit & Supervisory Board as specified in Article 340 of the Companies Act, if the Company determines that it would be difficult for the Independent Auditor to properly perform its duties because of a violation of laws and regulations by the Independent Auditor, the occurrence of events that impair the Independent Auditor's qualifications or independence, and so on or if the Company determines that changing the Independent Auditor would be suitable for enhancing the appropriateness of audits, the Company's policy is to propose at a Shareholders' Meeting to dismiss or not to reappoint the Independent Auditor.
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Company systems and policies

1. Systems for ensuring the proper implementation of business and status of operation of those systems Summary of resolution on systems for ensuring the proper implementation of business (internal control systems)

The Company's Board of Directors adopted a resolution on basic policy for creating internal control systems entitled "Creation of Systems to Ensure that Directors Execute their Duties in Accordance with Laws and Regulations and the Articles of Incorporation and Other Systems Specified by Ministry of Justice Ordinance Necessary for Ensuring the Proper Implementation of Business by a Stock Corporation and the Corporate Group Comprising that Corporation and its Subsidiaries." Details of the policy are set forth below. Based on this basic policy, the Company will ensure the appropriateness of its business operations and conduct ongoing reviews and continuous improvement in order to appropriately reinforce governance systems even further in light of changes in the Company's business environment.

The Company has established the Internal Control Committee to build, maintain and improve the internal control system. The Committee deliberates on basic policies for the internal control systems, builds systems established under the internal control systems, and monitors the operation of the systems.

1. Systems to ensure that Directors and employees execute their duties in accordance with laws and regulations and the Articles of Incorporation (Article 362, paragraph (4), item (6) of the Companies Act and Article 100, paragraph (1), item (4) of the Regulations for Enforcement of the Companies Act)

1. Based on management philosophy of "recognizing our responsibility to society while maintaining the highest standards of integrity," the Company has established the Code of Conduct for Risk Management & Compliance, and has created systems for ensuring that all officers and employees including those of Group companies conduct corporate activities in accordance with the Code of Conduct for Risk Management & Compliance in order to create and maintain compliance systems.
2. The Company has established Risk Management & Compliance Committee and the Committee is made up of Directors and employees. The members make all determinations relating to risk management and compliance. When necessary, the Committee engages outside experts and works to prevent violations of laws and regulations and the Articles of Incorporation.
3. The Company has formulated internal rules on individual issues, and makes decisions through multidirectional examination on compliance and other important points from a professional perspective.
4. Should employees of Nagase or its Group companies become aware of legal or other compliance issue, they immediately report to and consult with their supervisor or the relevant division and then report to the Risk Management & Compliance Committee, which promptly reports to the Board of Directors and the Audit & Supervisory Board and its members. In addition, the Risk Management & Compliance Committee has introduced an internal reporting system wherein employees and officers including those of Group companies can report or discuss issues directly. The aim is to prevent violations of laws and regulations and the Articles of Incorporation by Directors and employees in the performance of their duties, and to prevent such violations from being left unattended or unaddressed.
5. Awareness regarding legal compliance among officers and employees including those of Group companies is raised by conducting courses taught by outside experts and through other means. And efforts are made to disseminate information regarding the management philosophy by the Committee.
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1. Our Audit Office conducts internal audits relating to the status of execution of duties by Directors and employees in accordance with the Internal Audit Rules.

1. Systems for retaining and managing information relating to the execution of duties by Directors (Article 100, paragraph (1), item (1) of the Regulations for Enforcement of the Companies Act)

Information relating to the execution of duties by Directors is recorded on paper or electromagnetically in accordance with internal rules and is retained and managed. Directors and Audit & Supervisory Board members can access and view these documents at any time.

1. Rules relating to management of loss-related risks and other systems (Article 100, paragraph (1), item (2) of the Regulations for Enforcement of the Companies Act)

1. The Company has established the Risk Management & Compliance Committee as the organization that performs comprehensive management relating to loss-related risks for the Company and Group companies, determined the committee's functions and authority, and created a system that clarifies its roles and responsibilities.
2. Each responsible division establishes rules and guidelines, conducts training, prepares and distributes manuals, and takes other measures concerning individual risks relating to the business activities of the Company and Group companies.
3. When new risks arise, the Risk Management & Compliance Committee promptly designates the responsible division to address the risks, and also develops a system for prompt and appropriate communication and emergency procedures in case that an incident occurs within the Group.

1. Systems for ensuring the efficient execution of duties by Directors (Article 100, paragraph (1), item
   (3) of the Regulations for Enforcement of the Companies Act)

1. The Board of Directors is clearly positioned as the body in charge of making decisions on management policies and strategies, and it supervises the execution of operations. The Board of Directors holds regular monthly meetings as well as extraordinary meetings when necessary.
2. The Group Management Committee, consisting of executive officers appointed by the Board of Directors, has been established to discuss important matters such as management strategies and investment projects, as a way to support management decision-making, and holds regular meetings once a month in principle. Directors and Audit & Supervisory Board Members may attend the Group Management Committee meetings.
3. With regard to the performance of business in accordance with the decisions of the Board of Directors, organizational operations rules and divisions of work responsibilities established under an executive officer system specify responsible parties, their responsibilities, and procedures for carrying out those responsibilities.

1. Systems for ensuring the proper implementation of business by the corporate group comprising a stock corporation and its subsidiaries (Article 100, paragraph (1), item (5) of the Regulations for Enforcement of the Companies Act)

1. Systems for reporting to the Company on matters pertaining to the execution of duties by directors, etc. of subsidiaries (Article 100, paragraph (1), item (5)(a) of the Regulations for

Enforcement of the Companies Act)

1. The Company has established operational standards and established a system that requires approval from or reporting to the Company after Group companies make decisions on certain matters.
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1. In principle, the Company dispatches officers to Group companies and ensures the proper conduct of business.

1. Rules relating to management of loss-related risks of the subsidiaries and other systems (Article

100, paragraph (1), item (5)(b) of the Regulations for Enforcement of the Companies Act)

The Company and Group companies perform Group-wide risk management with the Risk Management & Compliance Committee playing a central role and in coordination with risk management & compliance committees established at main subsidiaries. Important matters relating to Group-wide compliance are discussed and decisions are made while tasks and measures to promote the risk management are deliberated and decided on. In order to further enhance the reliability of financial reports, the status of company-wide internal controls as well as the process for preparing financial statements has been codified in light of the Financial Instruments and Exchange Act and evaluation and improvement efforts are made on a consolidated basis.

(iii) Systems for ensuring the efficient execution of duties by directors, etc. of subsidiaries (Article 100, paragraph (1), item (5)(c) of the Regulations for Enforcement of the Companies Act)

Under the Medium-term Management Plan and a system of annual budgets, clear targets are set and budget and results management is performed for the Company and each Group company.

1. Systems to ensure that directors, etc. and employees of subsidiaries execute their duties in accordance with laws and the Articles of Incorporation (Article 100, paragraph (1), item (5)(d) of the Regulations for Enforcement of the Companies Act)

1. The Code of Conduct for Risk Management & Compliance is disseminated to all officers and employees of Group companies to ensure that their corporate activities are conducted in accordance with the Code.
2. The Audit Office of the Company conducts audits of the Company and Group companies in accordance with the Internal Audit Rules.
3. The Risk Management & Compliance Committee has introduced an internal reporting system wherein employees and officers including those of Group companies can report or discuss issues directly. The aim is to prevent violations of laws and regulations and the Articles of Incorporation by Directors and employees in the performance of their duties, and to prevent such violations from being left unattended or unaddressed.

1. Matters pertaining to employees when Audit & Supervisory Board members request the appointment of employees to assist them in the execution of their duties (Article 100, paragraph (3), item (1) of the Regulations for Enforcement of the Companies Act)

Upon request from Audit & Supervisory Board members, in order to ensure their auditing effectiveness, the Company appoints employees to support the Audit & Supervisory Board members' work. Such employees are assigned to the Audit Office.

1. Matters pertaining to ensuring the independence of employees specified in the preceding paragraph from Directors and ensuring the effectiveness of instructions from Audit & Supervisory Board members (Article 100, paragraph (3), item (2) and (3) of the Regulations for Enforcement of the Companies Act)

1. When such employees are transferred, evaluations are conducted, and so on, prior consultations are conducted with Audit & Supervisory Board members and their opinions are sought.

1. Efforts are made to ensure the effectiveness of instructions to such employees, adequately taking into consideration the selection of such employees and the period for which they will work supporting the execution of duties by Audit & Supervisory Board members.
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1. Systems for Directors and employees to report to Audit & Supervisory Board members and other systems for reporting to Audit & Supervisory Board members (Article 100, paragraph (3), item (4) of the Regulations for Enforcement of the Companies Act)

1. Audit & Supervisory Board members attend the Board of Directors meetings and other important meetings, exchange opinions with managers, review requests for decisions, reports, and so on so that they can understand the overall status of operations of the Company and Group companies at all times.
2. The Risk Management & Compliance Committee Rules stipulate that Directors, employees, and so on of the Company and Group companies shall report to Audit & Supervisory Board members promptly regarding the following matters individually or through the Risk Management & Compliance Committee.
3. 1. Occurrence and reporting of improper implementation, violations of laws and regulations or the Articles of Incorporation, or other compliance-related issues regarding the performance of duties by Directors;
   2. Occurrence and reporting of facts that pose a risk of substantial harm to the Company; and
   3. Occurrence and reporting of disclosure of material information.
4. The result of internal audits of the business execution of the Company and Group companies conducted by the Audit Office are reported to full-time Audit & Supervisory Board members.

1. System to ensure that a person who makes a report under the preceding paragraph is not subject to any disadvantageous treatment for making such a report (Article 100, paragraph (3), item (5) of the

Regulations for Enforcement of the Companies Act)

Detrimental treatment of persons who make reports is prohibited in cases where a report is made by a Director or employee of the Company or Group companies directly to an Audit & Supervisory Board member. This information is distributed throughout the Group and is clearly stated within internal reporting system.

1. Matters concerning procedures for prepayment or reimbursement of expenses incurred in the execution of duties by Audit & Supervisory Board members and other policies concerning the

treatment of expenses or liabilities incurred in the execution of such duties (Article 100, paragraph (3), item (6) of the Regulations for Enforcement of the Companies Act)

When advice is sought from attorneys, certified public accountants, and other outside professionals or expenses are requested for outsourcing investigations, appraisals, or other administrative tasks so that the Audit & Supervisory Board or its members can perform audits, the Company may not refuse such requests except when the expenses relating to a request are deemed unnecessary for the performance of duties by the Audit & Supervisory Board or its members.

1. Other systems to ensure that audits are conducted effectively by Audit & Supervisory Board members (Article 100, paragraph (3), item (7) of the Regulations for Enforcement of the Companies Act)

1. The Representative Directors and the outside Directors hold periodic meetings for the exchange of opinions with Audit & Supervisory Board members.
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1. Full-timeAudit & Supervisory Board members of the Company concurrently serve as audit & supervisory board members at main subsidiaries in Japan.

Overview of the Status of Implementation of Systems for Ensuring Proper Implementation of BusinessThe Company has established the Internal Control Committee that consists of Directors and executive officers, in order to build, maintain and improve the internal control systems. The Committee monitors the operational status of internal controls.

• The Board of Directors is positioned as the decision-making body regarding management policies and strategies, and it supervises the execution of operations. The Board of Directors met a total of 16 times this fiscal year. With regard to the performance of business in accordance with the decisions of the Board of Directors, business is efficiently executed in accordance with organizational operations rules and divisions of work responsibilities established under an executive officer system.
• The Group Management Committee consists of executive officers appointed by the Board of Directors and discusses important matters such as management strategies and investment projects. This Committee held 12 meetings this fiscal year.
• The Company has adopted the "Code of Conduct for Risk Management & Compliance," and conducts all business activities in accordance with various internal rules based on said code. The Risk Management & Compliance Committee shares important risk management and compliance matters of the Group and discusses ways to handle issues. This Committee was held three times this fiscal year. In addition, the Risk Management & Compliance Committee Secretariat conducts various activities including the provision of support for establishing the Group's risk management system and legal compliance education in accordance with the policy indicated by the Risk Management & Compliance Committee. This Secretariat held monthly regular meetings. Furthermore, the Group has been building a structure through an initiative called risk communication that enables each section and the Risk Management & Compliance Committee Secretariat, working together, to handle individual risks, and developing a system for prompt and appropriate communication and emergency procedures. Activity plans and activity details are reported to the Board of Directors.
• Under its internal reporting system, the Company has set up a desk for handling direct reporting and consultation requests within Group companies in Japan and overseas, aiming to grasp behaviors in violation of law, etc., and prevent the occurrence of these behaviors. We also adopt and disseminate within the Group both the NAGASE Group Compliance Consultation and Reporting Basic Policy, which provides important and basic matters as a global policy, and the Compliance Hotline Rules, which are applicable to the Group companies in Japan so that those who report certain behaviors do not suffer detrimental treatment.
• The Company and its Group companies have established operational standards to ensure the proper implementation of business. Under these standards, decisions on certain matters that Group companies make are required to be approved by or reported to the Company, and the Company dispatches officers to Group companies in principle. The Audit Office of the Company conducts audits of the Company and its Group companies in accordance with the Internal Audit Rules.
• From the standpoint of reliability of financial reports, the status of company-wide internal controls and the process for preparing financial statements have been codified in light of the Financial Instruments and Exchange Act, and evaluation and improvement efforts are made on a consolidated basis.
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• Audit & Supervisory Board members attend the Board of Directors meetings, Group Management Committee meetings, and other important meetings, and exchange opinions regularly with the Representative Directors, outside Directors, and management executives. These members also regularly receive reports from and exchange opinions with Independent Auditors, the Audit Office, and Audit & Supervisory Board members of affiliated companies. The Company has established an information system enabling Audit & Supervisory Board members to review requests for decisions, meeting minutes, and reports, etc., regarding the execution of duties by Directors as well as other information to enable these members to understand the status of operations of the Company and its Group companies. We also clarify matters to be reported promptly to the Audit & Supervisory Board members, such as events and internal reports that may have a material impact on management, to ensure timely and appropriate reporting to these members. A budget for the expenses to be incurred in connection with audits conducted by the Audit & Supervisory Board members is provided and these expenses are paid based on mutual approval by the Audit & Supervisory Board members, employees who assist the Audit & Supervisory Board members in the execution of these members' duties are chosen from the Audit Office staff to ensure independence and the effectiveness of instructions from these members.

2. Policy on decisions concerning distribution of surplus

The Company resolved at the Board of Directors meeting held on May 8, 2024 to change its shareholder returns policy to "total return ratio of 100%" as a tentative measure for two years until fiscal 2025, which is the final year of ACE 2.0, to achieve ROE of 8.0% or higher, a quantitative target under ACE 2.0.

We will pay dividends based on consolidated cash flow and investment status, with a basic policy of "continuously increasing dividends" in consideration of consolidated performance and financial structure, while improving profitability and strengthening the corporate structure, as set out previously. We previously set the amount of strategic cross-shareholdings sold during the period of ACE 2.0 as the limitation on the amount of repurchases of treasury stock. However, under the policy above, we will repurchase treasury stock in a flexible manner, while keeping efficiency in mind.

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Consolidated Statement of Changes in Net Assets

(April 1, 2023 - March 31, 2024)

(Amounts of less than one million yen are rounded down.) (Millions of yen)

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