Nihon Nohyaku Co., Ltd. TSE:4997

Nihon Nohyaku : Notice of the 127th Ordinary General Meeting of Shareholders

Published

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

Stock Exchange Code: 4997

May 27, 2026

(Measures for electronic provision commenced on May 15, 2026)

To Shareholders with Voting Rights:

Hiroyuki Iwata

Representative Director, President

NIHON NOHYAKU CO., LTD.

19-8, Kyobashi 1-Chome, Chuo-ku, Tokyo, Japan

NOTICE OF THE 127TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We would like to express our appreciation for your continued support and patronage.

The 127th Ordinary General Meeting of Shareholders of NIHON NOHYAKU CO., LTD. (hereinafter referred to as the "Company") will be held for the purposes as described below.

In convening this General Meeting of Shareholders, we have taken measures for electronic provision of materials. Information that constitutes the content of the Reference Documents for the General Meeting of Shareholders, etc. (matters to be provided electronically) has been posted on the websites as described below in "4. Websites Where Matters to be Provided Electronically are Posted." To review the information, please access either of the websites.

If you are unable to attend the meeting, you may exercise your voting rights via the Internet, etc. or in writing. Please exercise your voting rights by either method. The content of each proposal is presented in the Reference Documents for the General Meeting of Shareholders posted on the websites as described below in "4. Websites Where Matters to be Provided Electronically are Posted." Please review the documents, and following the instruction hereinafter described, exercise your voting rights by 5:25 p.m. on Tuesday, June 16, 2026, Japan time.

  1. Date and Time: Wednesday, June 17, 2026 at 10:00 a.m. Japan time
  2. Place: Banquet hall Ariake on the 2nd floor of Royal Park Hotel

    located at 1-1, Nihonbashi-Kakigara-cho 2-Chome, Chuo-ku, Tokyo, Japan

  3. Meeting Agenda: Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company's 127th Fiscal Year (April 1, 2025 - March 31, 2026) and results of audits by the Accounting Auditor and the Audit & Supervisory Committee of the Consolidated Financial Statements

    2. Non-consolidated Financial Statements for the Company's 127th Fiscal Year (April 1, 2025 - March 31, 2026)

    Proposals to be resolved: Proposal 1: Appropriation of Surplus Proposal 2: Election of 7 Directors (Excluding Directors Serving as the Audit & Supervisory Committee Members) Proposal 3: Election of 4 Directors Serving as the Audit & Supervisory Committee Members Proposal 4: Amendment to the Amount of Remuneration for Directors (Excluding Directors Serving as the Audit & Supervisory Committee Members) Proposal 5: Amendment to the Amount of Remuneration for Directors Serving as the Audit & Supervisory Committee Members
  4. Websites Where Matters to be Provided Electronically are Posted:

    No.

    Website name and URL

    How to access each website

    1

    The Company's website

    ("General Meeting of Shareholders" in the

    "Stock Information" page of "IR") https://www.nichino.co.jp/ir/page_10094.html

    Please refer to the "127th Ordinary General Meeting of Shareholders."

    2

    Listed Company Search (Tokyo Stock Exchange (TSE)'s website) https://www2.jpx.co.jp/tseHpFront/JJK020010Ac tion.do?Show=Show

    Enter our issue name (company name) to the field of "Issue name (company name)" or our securities code to the field of "Code" and click "Search." Click "Basic information" and select the "Documents for public inspection/PR information" tab.

    3

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

    Please scan the QR code on the enclosed Voting Rights Exercise Form or enter the login ID and initial password.

  5. Matters Decided for Convocation:
    1. If you are exercising your voting rights by proxy, you can delegate the exercise of your voting rights to another shareholder who also owns voting rights. In such a case, please submit the following along with the proxy's own Voting Rights Exercise Form: (i) A written power of attorney (a document certifying the right of representation), and (ii) Documents verifying the shareholder's identity (Voting Rights Exercise Form, certificate of the seal affixed to the power of attorney, or a copy of your passport, driver's license, health insurance card, or other documents that can confirm that the delegation was made by the shareholder).

    2. The documents (NOTICE OF THE 127TH ORDINARY GENERAL MEETING OF

      SHAREHOLDERS) sent to shareholders also serve as documents including matters to be provided electronically based on the requests for delivery of the paper copy. In accordance with laws and regulations and Article 15 of the Articles of Incorporation of the Company, the following matters are not included in the documents. Therefore, the paper-based documents to be delivered to shareholders who have requested delivery of the paper copy are part of the documents audited by the Audit & Supervisory Committee and the Accounting Auditor in preparing the audit reports.

      • "Principal business," "Principal offices, research centers, and plants," "Major lenders," "Outline of content of liability limitation agreements," "Outline of content of directors and officers liability insurance contract," "Matters concerning outside officers," "Matters concerning Accounting Auditor," "Structures to secure the appropriateness of operations," "Operational status of structures to secure the appropriateness of operations," "Basic policy on the desired state of parties to control decisions on the company's financial and business policy," and "Other significant matters regarding the current status of the corporate group" in the Business Report

      • "Consolidated Statement of Changes in Equity" and "Notes to the Consolidated Financial Statements" in the Consolidated Financial Statements

      • Non-consolidated Financial Statements

      • Audit report ("Accounting Auditor's Audit Report on the Consolidated Financial Statements," "Accounting Auditor's Audit Report on the Non-consolidated Financial Statements," and "Audit & Supervisory Committee's Audit Report")

    3. For other matters decided for convocation, please refer to "6. Instruction for Exercising Voting Rights" on page 3.

  6. Instruction for Exercising Voting Rights:

If you are attending the General Meeting of Shareholders

Please submit the enclosed Voting Rights Exercise Form at the reception desk.

Date and Time of the Meeting

Wednesday, June 17, 2026 at 10:00 a.m. Japan time

If you are not attending the General Meeting of Shareholders, please exercise your voting rights either via postal mail or the Internet.

Exercise of voting rights via the Internet

Please follow the instruction to enter your vote for or against the proposals.

Deadline of Exercise

Tuesday, June 16, 2026 at 5:25 p.m. Japan time

Exercise of voting rights by postal mail

Please indicate your approval or disapproval of the proposals on the attached Voting Rights Exercise Form and return it by the deadline. If no indication of approval or disapproval is made for each proposal by using the Voting Rights Exercise Form, it will be deemed as an indication of approval for the Company's proposals and disapproval for the shareholders' proposal.

Deadline of Exercise

Tuesday, June 16, 2026 at 5:25 p.m. Japan time

  • If you wish to change your vote after exercising your voting rights, you will need to enter the "voting rights exercise code" and "password" indicated on the Voting Rights Exercise Form.

  • If your voting rights are exercised in duplicate both via the Internet, etc., and in writing, the vote via the Internet, etc. shall be deemed valid. When voting rights are exercised multiple times via the Internet, etc., the last vote shall be deemed as the valid exercise of your voting rights.

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◎ Should the matters to be provided electronically require revisions, matters before and after the revision will be posted on the respective websites where they are posted.

◎ A video recording of the proceedings of the General Meeting is planned to be posted on the Company's website (https://www.nichino.co.jp/ir/page_10094.html) (Japanese only) about one week after the day of the event.

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

The Company's basic policy is to distribute stable and continuous dividends of profits to shareholders through enhancing the corporate value by expanding the business revenue and strengthening financial standing from the long-term perspective.

In the "Growing Global for Sustainability (GGS)" medium-term management plan, the Company has the dividend policy of distributing dividends, guided by a dividend payout ratio of 40% under the basic policy of a progressive dividend payment.

Taking into account the above policy and performance during the current fiscal year, the appropriation of surplus for the 127th fiscal year is proposed as follows.

Matters concerning the year-end dividend:

  1. Kind of dividend property:

    Cash

  2. Matters concerning the allotment of dividend property to shareholders and total amount thereof:

    24.0 yen per share of the Company's common stock, in a total amount of 1,890,510,984 yen Furthermore, as an interim dividend of 12.0 yen per share was provided, the annual dividend will be

    36.0 yen per share in total.

  3. The effective date of the dividend of surplus Thursday, June 18, 2026

Proposal 2: Election of 7 Directors (Excluding Directors Serving as the Audit & Supervisory Committee Members)

The terms of office of all 7 Directors (excluding Directors serving as the Audit & Supervisory Committee Members; hereinafter the same) will expire at the conclusion of this Ordinary General Meeting of Shareholders. Accordingly, the Company proposes the election of 7 Directors.

This proposal was determined by the Board of Directors based on the reports from the Governance Committee, which is a voluntary advisory body of the Board of Directors, and the majority of whose members are independent officers. The Audit & Supervisory Committee deliberated this proposal and expressed its opinion that there are no matters to be pointed out.

The candidates for Director are as follows:

No.

Name

Current positions and responsibilities

Attributes

Attendance rate at Board of Directors meetings

Re-

election

Male

  1. Hiroyuki Iwata Representative Director, President

  2. Haruhiko Tomiyasu Director

    Managing Executive Officer, Division Manager of Corporate Planning Division,

    100%

    (17 out of 17 meetings)

    100%

    (17 out of 17 meetings)

    Male

Re-

election

  1. Shiro Takahashi

    Division Manager of Administration -

    Male

New

election

Division, and responsible for special

missions

Male

New

election

  1. Youji Shiga - -

Chizuko Nakata Director

5

Re-

election

Indepen-

Outside Female dent

6 Noboru Matsumoto Director

Re-

election

Indepen-

Outside

dent

Male

7

Shiyo Yamana

Director

Re-

election

Indepen-

Outside Female dent

100%

(17 out of 17 meetings)

100%

(17 out of 17 meetings)

100%

(17 out of 17 meetings)

Reelection

New election

New election Director candidate

Reelection Director candidate

Outside Director candidate

Independent officer stipulated by stock exchanges, etc.

Outside

Independent

Female

Male

Male Female

-