Nippon Shokubai : Convocation Notice of The 110th Ordinary General Meeting of Shareholders

This Convocation Notice is a translation of the Japanese language original "Teiji Kabunushisoukai Shoushugotsuchi," and is provided in English for reference purposes only. In the event of any discrepancy, the Japanese language 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.

Securities Code: 4114 May 31, 2023 (Starting Date of Measures for Electronic Provision: May 24, 2023)

To Our Shareholders

Kazuhiro Noda

Member of the Board, President

NIPPON SHOKUBAI CO., LTD.

4-1-1 Koraibashi, Chuo-ku, Osaka

Convocation Notice of

The 111th Ordinary General Meeting of Shareholders

NIPPON SHOKUBAI CO., LTD. (the "Company") will be holding the 111th Ordinary General Meeting of Shareholders. The meeting will be held as described below, and you are cordially invited to attend the meeting.

In convening this General Meeting of Shareholders, the Company has provided information contained in the "Reference Materials for the Ordinary General Meeting of Shareholders," etc. electronically (matters to be provided electronically), and posted such information on the Company website on the Internet. Please access the Company's website below to check the information.

The Company website: https://www.shokubai.co.jp/en/ir/stock/shareholder/

In addition to the above website, the matters to be provided electronically are also available on the website of the Tokyo Stock Exchange, Inc. (TSE). Please access the TSE website (Listed Company Search) given below, enter "NIPPON SHOKUBAI" in the "Issue name (company name)" or "4114" in the "Code" for search, and then click the "Basic information" and select the "Documents for public inspection/PR information" to check the information.

The TSE website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

If you are unable to attend the meeting, you may exercise your voting rights via the Internet or in writing. Please review the "Reference Materials for the Ordinary General Meeting of Shareholders" set forth below and exercise your voting rights at https://evote.tr.mufg.jp/, or indicate your intention to vote "for" or "against" each agenda item by returning the enclosed Voting Rights Exercise Form, by 5:00 p.m. on June 20, 2023 (Tuesday).

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1. Date/Time: June 21, 2023 (Wednesday) 10:00 a.m. (reception starts: 9:00 a.m.)
2. Venue:Osaka Asahi Seimei Kaikan Building 8F, 4-2-16 Koraibashi, Chuo-ku, Osaka (Asahi Seimei Hall)
3. Meeting Agenda: [Matters to be Reported]
4. 1. Business report, consolidated financial statements, and financial statements for the 111th Term (from April 1, 2022 to March 31, 2023)
   2. Report on results of the audits conducted by the accounting auditor and the board of corporate auditors with respect to the consolidated financial statements for the 111th Term

[Matters to be Resolved]

• If you attend the meeting in person, please present the enclosed Voting Rights Exercise Form to the reception desk at the meeting.
• There will be no distribution of souvenirs and no shareholders reception. We appreciate your understanding in advance.
• Among the matters to be provided electronically, the following items are not included in the documents delivered to shareholders who have requested delivery of the document in accordance with the provisions of laws and regulations and Article 16 of the Articles of Incorporation of the Company. Therefore, the document delivered to shareholders who have requested delivery of the document is a part of the documents audited by the Statutory Corporate Auditors and the Accounting Auditor in preparing the audit reports.
• • "Consolidated Statements of Changes in Equity" and "Notes to Consolidated Financial Statements" of the Consolidated Financial Statements
  • "Nonconsolidated Statements of Changes in Equity" and "Notes to Nonconsolidated Financial Statements" of the Nonconsolidated Financial Statements
• If it becomes necessary to make an amendment to the matters to be provided electronically, the Company will post the matters before and after the amendment on the Company website and the TSE website on page 1.
• The system for electronic provision of materials for general meetings of shareholders has been put into practice pursuant to the amended Companies Act. As this is the first General Meeting of Shareholders of the Company under the new system, the Company has delivered the same materials to all shareholders with voting rights the same as before, regardless of whether or not they have requested the delivery of documents.
  From the next General Meeting of Shareholders of the Company, the Company intends to post the reference materials for the General Meeting of Shareholders on the Company website, etc., and deliver excerpts from the reference materials for the General Meeting of Shareholders to shareholders. Shareholders who wish to receive the reference materials for the General Meeting of Shareholders in writing at the next and subsequent General Meetings of Shareholders are requested to make a request for delivery of the documents by the Company's record date.
  [Inquiries on the electronic provision system] Dedicated dial for the electronic provision system
  Securities Transfer Agency Division, Mitsubishi UFJ Trust and Banking Corporation
  0120-696-505 (Business hours: From 9:00 a.m. to 5:00 p.m. excluding Saturdays, Sundays and public holidays)

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Reference Materials for the Ordinary General Meeting of Shareholders

Agenda and Reference Matters:

Agenda Item No. 1: Appropriation of Retained Earnings

The Company distributes dividends under a basic policy of aiming to improve medium- to long-term dividend levels in line with projected trends in consolidated earnings, while at the same time taking an overall view to expand the business and strengthen the corporate structure and, in consideration of the dividend payout ratio.

Meanwhile, to maintain competitiveness and continue growth into the future, aggressive capital investment, strategic investment and R&D investment are essential. The Company will therefore allocate profits by taking into consideration a balance between dividends and internal reserves.

During the period of the mid-term management plan "TechnoAmenity for the future-I" formulated in March 2022, the Company aims to achieve a total shareholder return ratio of 50% (dividend payout ratio of 40% and share buyback of 10%), while securing sufficient financial resources for investment in growth and maintaining competitiveness, and pursuing capital efficiency at the same time.

Matters Concerning the Year-end Dividend

Under the above basic policy, in consideration of the business environment, earnings and future business development, the Company proposes a year-end dividend of 90 yen per share for the fiscal year 2022, the same amount as the interim dividend. Together with the interim dividend, the annual dividend for the fiscal year ended March 31, 2023 (the "current fiscal year") will be 180 yen per share, the same amount as the previous fiscal year, which was a record high.

1. Type of Dividend: Cash
2. Dividend Payment and Total Amount:
   90.00 yen per share of common stock of the Company Total amount of dividends: 3,542,592,600 yen

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Mr. Kuniaki Takagi has been mostly engaging in planning, administration and finance divisions and overseas services for a long time and has achievements in strengthening the corporate governance system and executing management strategies from a global perspective. In addition, he has been serving as Executive Officer in charge of Administration, HR, Finance, and Accounting to play a central role in the formulation and introduction of a new human resource system to promote efforts to reform the organization. The Company believes that he will appropriately make decisions on the Company's management and provide supervision based on his achievements. Thus, the Company proposes him to continue as Member of the Board.

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