Nihon Nohyaku : Notice of the 125Th Ordinary General Meeting of Shareholders

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 29, 2024

(Measures for electronic provision commenced on May 17, 2024)

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 125TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

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

The 125th 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 18, 2024, Japan time.

1. Date and Time: Wednesday, June 19, 2024 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-cho2-Chome,Chuo-ku, Tokyo, Japan

3. Meeting Agenda:

Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company's

125th Fiscal Year (April 1, 2023 - March 31, 2024) 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 125th Fiscal Year (April 1, 2023 - March 31, 2024)

Proposals to be resolved:

Proposal 1: Appropriation of Surplus

Proposal 2: Election of 8 Directors (Excluding Directors Serving as the Audit & Supervisory Committee Members)

Proposal 3: Election of 4 Directors Serving as the Audit & Supervisory Committee Members

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4. Websites Where Matters to be Provided Electronically are Posted:

No.	Website name and URL	How to access each website
	The Company's website	Please refer to the "125th Ordinary General Meeting
1	("General Meeting of Shareholders" in the	of Shareholders."
	"Stock Information" page of "IR")
	https://www.nichino.co.jp/ir/page_10094.html
	Listed Company Search (Tokyo Stock Exchange	Enter our issue name (company name) to the field of
	(TSE)'s website)	"Issue name (company name)" or our securities code

2 https://www2.jpx.co.jp/tseHpFront/JJK020010Ac to the field of "Code" and click "Search." Click

tion.do?Show=Show	"Basic information" and select the "Documents for
	public inspection/PR information" tab.
The Portal of Shareholders' Meeting (Sumitomo	Please scan the QR code on the enclosed Voting
3 Mitsui Trust Bank's website)	Rights Exercise Form or enter the login ID and initial
https://www.soukai-portal.net (Japanese only)	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 have your proxy submit a written power of attorney.
2. The documents (NOTICE OF THE 125TH 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.
3. • "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-consolidatedFinancial 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")
4. For other matters decided for convocation, please refer to "6. Instruction for Exercising Voting Rights" on page 3.

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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 19, 2024 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 18, 2024 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' proposals.

Deadline of Exercise

Tuesday, June 18, 2024 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.

〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰

• 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.

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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 dividend 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 "Ensuring Growing Global 2 (EGG2)" medium-term management plan, the Company has the dividend policy of aiming for a dividend payout ratio of 30% or more under the basic policy of a stable dividend payment.

Taking into account the above policy and performance during the current fiscal year, the appropriation of surplus for the 125th 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: 9.0 yen per share of the Company's common stock, in a total amount of 708,953,445 yen

Furthermore, as an interim dividend of 9.0 yen per share was provided, the annual dividend will be 18 yen per share in total.

1. The effective date of the dividend of surplus Thursday, June 20, 2024

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Proposal 2: Election of 8 Directors (Excluding Directors Serving as the Audit & Supervisory Committee Members)

The terms of office of all 8 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 8 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:

											Attendance rate at
No.	Name	Current positions and responsibilities			Attributes				Board of Directors
											meetings
											100%
1	Yosuke Tomoi	Director, Chairman	Re-		Male
election							(17 out of 17 meetings)
											100%
2	Hiroyuki Iwata	Representative Director, President	Re-		Male
election							(17 out of 17 meetings)
											100%
3	Koji Shishido	Representative Director, Vice President	Re-		Male
election							(17 out of 17 meetings)
											100%
4	Akio Kohri	Director	Re-		Male
election							(17 out of 17 meetings)
											100%
5	Haruhiko Tomiyasu	Director	Re-		Male
election							(17 out of 17 meetings)
											100%
6	Masuyo Ohtani	Director	Re-		Outside		Indepen-		Female
election			dent			(14 out of 14 meetings)
											100%
7	Noboru Matsumoto	Director	Re-		Outside		Indepen-		Male
election			dent			(14 out of 14 meetings)
8	Shiyo Yamana	-	New		Outside		Indepen-		Female		-
election			dent

New

election

Male

New election	Re-
Director candidate	election
Male	Female

Reelection Director candidate

Female

Outside

Outside Director candidate

Indepen-

dent

Independent officer stipulated by stock exchanges, etc.

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No.	Name		Past experience, positions, responsibilities	Number of
	shares of the
(Date of birth)		and significant concurrent positions
		Company held
		April 1980	Joined the Company
		December 2006	Executive Officer and General Manager of Corporate Planning
			Dept., Corporate Office Division
		December 2007 Director and Executive Officer, General Manager of Corporate
			Office Division, General Manager of Corporate Planning Dept.,
	Yosuke Tomoi		Corporate Office Division, and General Manager of Legal &
		Auditorial Dept., Corporate Office Division of the Company
	(January 12, 1956)
	December 2008 Director and Executive Officer, General Manager of Corporate
	Reelection		Office Division, responsible for Secretarial Dept., and General
		Manager of Secretarial Dept.
	Male	December 2009	Director and Executive Officer, and Deputy Division Manager of
		Sales Division	43,451
	Attendance rate at	August 2010	Director and Executive Officer, Deputy Division Manager of
		Sales Division, and General Manager of Sales Dept. 2, Sales
	Board of Directors
		Division
	meetings
1	December 2011	Director and Managing Executive Officer, General Manager of
100%
	Corporate Office Division, responsible for Secretarial Dept., and
	(17 out of 17
		General Manager of Secretarial Dept.
	meetings)
	December 2014 Director and Senior Managing Executive Officer, General
			Manager of Corporate Office Division, responsible for
			Secretarial Dept., in charge of Administration Division, and
			General Manager of Secretarial Dept.
		December 2015	Representative Director, President
		June 2022	Director, Chairman (current position)
	[Reason for election as a candidate for Director]
	Mr. Yosuke Tomoi assumed the office of Representative Director, President of the Company in 2015 after having served as
	Director of the Company from 2007. He has designed the Nichino Group vision and implemented growth strategies to realize
	that vision. He assumed the office of Director, Chairman of the Company in 2022, and is currently engaged in revitalizing the
	Board of Directors as Chair. The Company expects him to contribute to further revitalizing the Board of Directors by drawing
	on these experiences and achievements.
	[Special notes regarding the candidate for Director]
	There are no special interests between Mr. Yosuke Tomoi and the Company.
		April 1986	Joined the Company
	Hiroyuki Iwata	December 2013	General Manager of Sales Dept. 1, Sales Division
	(November 3, 1963)	August 2016	General Manager attached to Division Manager of Overseas
			Division
	Reelection	December 2016	Executive Officer, Deputy Division Manager of Overseas
			Division, and General Manager of Sales Dept. Asia, Overseas
	Male		Division
		December 2017	Executive Officer and Division Manager of Overseas Division	19,674
	Attendance rate at	December 2018	Director and Senior Executive Officer, and Division Manager of
	Board of Directors		Overseas Division
	meetings	June 2020	Director and Senior Executive Officer, and Division Manager of
2	100%		Corporate Planning Division
(17 out of 17	June 2021	Director and Senior Executive Officer, Division Manager of
	meetings)		Corporate Planning Division, and in charge of Overseas Division
		June 2022	Representative Director, President (current position)
	[Reason for election as a candidate for Director]
	Mr. Hiroyuki Iwata has broad experience and knowledge gained by serving in the domestic and overseas sales segments of
	the Company. He assumed the office of Director of the Company in 2018 and was engaged in creating and advancing the
	medium-term management plans as Division Manager of the Corporate Planning Division. He assumed the office of
	Representative Director, President of the Company in 2022, and is currently engaged in advancing the growth strategies to
	realize the Company's vision. The Company expects him to continue to steer the ongoing group management of the Company
	as a business administrator by drawing on these experiences and achievements.
	[Special notes regarding the candidate for Director]
	There are no special interests between Mr. Hiroyuki Iwata and the Company.

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No.	Name		Past experience, positions, responsibilities	Number of
	shares of the
(Date of birth)		and significant concurrent positions
		Company held
		April 1983	Joined Asahi Denka Co., Ltd. (current ADEKA Corporation)
		June 2004	General Manager of Food Production Dept., Kashima Plant,
			Asahi Denka Co., Ltd.
		June 2010	Plant Manager of Kashima Plant, ADEKA Corporation
	Koji Shishido	June 2014	General Manager of Production Management Dept., ADEKA
	(December 20, 1959)		Corporation
		June 2016	Operating Officer and General Manager of Environmental
	Reelection		Protection Division, General Manager of Environmental Safety
			& Quality Assurance Dept., ADEKA Corporation
	Male	April 2017	Operating Officer and General Manager of Environmental
			Protection Division, ADEKA Corporation	24,385
	Attendance rate at	December 2018	Representative Director and Senior Managing Executive
	Board of Directors		Officer, and Division Manager of Production Division of the
	meetings		Company
	100%	June 2020	Representative Director and Senior Managing Executive Officer,
3	(17 out of 17		Division Manager of Production Division, and in charge of
meetings)	June 2022	Environment Safety Dept.
		Representative Director, Vice President, in charge of CSR
			Promotion Dept., in charge of Production Division, and in
		June 2023	charge of Overseas Division
		Representative Director, Vice President (current position)
	[Reason for election as a candidate for Director]
	Mr. Koji Shishido has engaged in the management of ADEKA Corporation, the Company's parent company, as its Operating
	Officer. In addition, he has a wealth of experience serving many years as head of the production and environmental protection
	segments and broad insight. After having served as Representative Director of the Company from 2018, he assumed the office
	of Representative Director, Vice President of the Company in 2022, and is currently engaged in promoting the Group's
	sustainability management, strengthening the production structure, and advancing the growth strategies in the overseas sales
	segments. The Company expects him to contribute to revitalizing the Board of Directors by drawing on these experiences and
	achievements.
	[Special notes regarding the candidate for Director]
	There are no special interests between Mr. Koji Shishido and the Company.
	For the past 10 years, Mr. Koji Shishido served as an executive of ADEKA Corporation, the Company's parent company as
	described in past experience, positions, responsibilities and significant concurrent positions.

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No.	Name		Past experience, positions, responsibilities	Number of
	shares of the
(Date of birth)		and significant concurrent positions
		Company held
		April 1971	Joined Asahi Denka Co., Ltd. (current ADEKA Corporation)
	Akio Kohri	June 2008	Director and Operating Officer, Division Manager of Food
	(December 21, 1948)		Division, and General Manager of China Food Business
			Promotion Dept., ADEKA Corporation
	Reelection	June 2010	Director and Managing Operating Officer, General Manager of
			Corporate Planning Dept., responsible for New Business
	Male		Promotion Office, and Chairman of Facility Investment
			Committee, ADEKA Corporation	─
	Attendance rate at	June 2012	President, ADEKA Corporation
	Board of Directors	December 2013 Director of the Company (current position)
	meetings	June 2018	Chairman and Chief Executive Officer, ADEKA Corporation
	100%	June 2020	Advisor, ADEKA Corporation (current position)
	(17 out of 17	(Significant concurrent positions)
4	meetings)	Advisor of ADEKA Corporation
	Outside Audit & Supervisory Board Member of Zeon Corporation
	[Reason for election as a candidate for Director]
	Mr. Akio Kohri has served as Chairman and President of ADEKA Corporation, the Company's parent company. He has
	engaged in business administration in the manufacturing industry for many years and has a wealth of experience and broad
	insight. The Company has continuously selected him as a candidate for Director, because the Company expects him to
	contribute to revitalizing the Board of Directors by continuously providing the Company with opinions and advice on the
	Company's overall management.
	[Liability limitation agreement]
	The Company has entered into an agreement with Mr. Akio Kohri to limit his liability under Article 423, Paragraph 1 of the
	Companies Act. Subject to the approval of his election as Director, the Company intends to continue the agreement to limit
	his liability to the amount stipulated by laws and regulations.
	[Special notes regarding the candidate for Director]
	There are no special interests between Mr. Akio Kohri and the Company.
	During the past 10 years, Mr. Akio Kohri served as an executive of ADEKA Corporation, the Company's parent company as
	described in past experience, positions, responsibilities and significant concurrent positions.

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	Name		Past experience, positions, responsibilities	Number of
No.		shares of the
(Date of birth)		and significant concurrent positions
		Company held
		April 1979	Joined The Dai-Ichi Kangyo Bank, Limited (current Mizuho
			Financial Group, Inc.)
		July 2005	General Manager of Administration Division, Mizuho Bank, Ltd.
		June 2007	Full-time Audit and Supervisory Board Member, ADEKA
			Corporation
		June 2009	Director and Operating Officer, responsible for Legal & Public
			Relations Dept. and Financial & Accounting Dept., and
			Chairman of Internal Control Promotion Committee, ADEKA
			Corporation
		December 2009 Audit & Supervisory Board Member of the Company
		June 2010	Director and Operating Officer, responsible for Information
			Systems Dept., ADEKA Corporation
	Haruhiko Tomiyasu	June 2012	Director and Operating Officer, responsible for Human
		Resources Dept., Financial & Accounting Dept. and Information
	(July 7, 1956)
		Systems Dept., ADEKA Corporation
	Reelection	June 2014	Director and Managing Operating Officer, responsible for
		Human Resources Dept., Financial & Accounting Dept. and
	Male		Information Systems Dept., and Chairman of Internal Control
		Promotion Committee, ADEKA Corporation	─
	Attendance rate at	June 2015	Director and Managing Operating Officer, responsible for
		Human Resources Dept., Financial & Accounting Dept. and
	Board of Directors
		Procurement & Logistics Dept., and Chairman of Internal
	meetings
		Control Promotion Committee, ADEKA Corporation
	100%
	June 2018	Director and Senior Managing Operating Officer, Assistant to
	(17 out of 17
		President, responsible for Secretarial Dept., Human Resources
	meetings)
5		Dept., and Procurement & Logistics Dept., and Chairman of
		June 2020	Internal Control Promotion Committee, ADEKA Corporation
		Director and Audit & Supervisory Committee Member of the
			Company
			Representative Director and Senior Managing Operating Officer,
			Assistant to President, responsible for Secretarial Dept., Human
			Resources Dept., and Procurement & Logistics Dept., and
			Chairman of Internal Control Promotion Committee, ADEKA
		June 2023	Corporation (current position)
		Director of the Company (current position)
		(Significant concurrent positions)
		Representative Director and Senior Managing Operating Officer of ADEKA
		Corporation
	[Reason for election as a candidate for Director]
	Mr. Haruhiko Tomiyasu is a Representative Director and Senior Managing Operating Officer of ADEKA Corporation, the
	Company's parent company. He has a wealth of experience and broad-based insight in corporate management. The Company
	has continuously selected him as a candidate for Director, because the Company expects him to contribute to revitalizing the
	Board of Directors by continuously providing the Company with opinions and advice on the Company's overall management.
	[Liability limitation agreement]
	The Company has entered into an agreement with Mr. Haruhiko Tomiyasu to limit his liability under Article 423, Paragraph
	1 of the Companies Act. Subject to the approval of his election as Director, the Company intends to continue the agreement
	to limit his liability to the amount stipulated by laws and regulations.
	[Special notes regarding the candidate for Director]
	There are no special interests between Mr. Haruhiko Tomiyasu and the Company.
	For the past 10 years to the present, Mr. Haruhiko Tomiyasu has been serving as an executive of ADEKA Corporation, the
	Company's parent company, as described in past experience, positions, responsibilities and significant concurrent positions.

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	Name		Past experience, positions, responsibilities	Number of
No.		shares of the
(Date of birth)		and significant concurrent positions
		Company held
		October 1988	Joined Aoyama Audit Corporation
	Masuyo Ohtani	September 1992	Joined Kyoubasi Audit Corporation
	(October 1, 1960)		Established Ohtani Certified Public Accountant Office (current
			position)
	Reelection	July 2013	Joined Meisho Audit Corporation (current TOWA Audit
			Corporation)
	Outside	January 2017	Audit Committee Member, Yachiyo City (current position)
		June 2023	Director of the Company (current position)
	Independent	(Significant concurrent positions)
		Certified public accountant	─
	Female	Certified public tax accountant
	Attendance rate at	Audit Committee Member of Yachiyo City
	Board of Directors
	meetings
	100%
	(14 out of 14
	meetings)

6 [Reason for election as a candidate for Outside Director and overview of expected roles]

Ms. Masuyo Ohtani has broad-based knowledge and insight in corporate management, etc. gained through her years of experience as certified public accountant. The Company has continuously selected her as a candidate for Outside Director, because the Company expects her to contribute to improving the effectiveness of the Company's Board of Directors by providing the Company with opinions and advice on the Company's overall management from an objective perspective. She has no experience in being involved in corporate management except as an outside officer, but for the reasons mentioned above, the Company believes that she is capable of adequately executing duties relevant to the position.

She will have served as Outside Director for 1 year at the conclusion of this Ordinary General Meeting of Shareholders. [Matters concerning independence]

Ms. Masuyo Ohtani satisfies the requirements for independent officer stipulated by the Tokyo Stock Exchange, Inc., and Independence Standards for Appointment of Independent Officers set forth by the Company. The Company has designated her as an independent officer and notified the Exchange to that effect. Subject to the approval of her election as Outside Director, the Company will notify the Exchange of her ongoing designation as an independent officer.

[Liability limitation agreement]

The Company has entered into an agreement with Ms. Masuyo Ohtani to limit her liability under Article 423, Paragraph 1 of the Companies Act. Subject to the approval of her election as Director, the Company intends to continue the agreement to limit her liability to the amount stipulated by laws and regulations.

[Special notes regarding the candidate for Director]

There are no special interests between Ms. Masuyo Ohtani and the Company.

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