Nagase : Notice of the 109th Annual Shareholders’ Meeting

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.

Securities identification code: 8012

June 4, 2024

To our shareholders:

Hiroyuki Ueshima

Representative Director and President

NAGASE & CO., LTD.

1-1-17, Shinmachi, Nishi-ku,

Osaka City, Osaka, Japan

2-6-4, Otemachi, Chiyoda-ku,

Tokyo, Japan (Tokyo Head Office)

NOTICE OF THE 109TH ANNUAL SHAREHOLDERS' MEETING

You are cordially invited to attend the 109th Annual Shareholders' Meeting of NAGASE & CO., LTD. (the "Company"), which will be held as described below.

When convening this shareholders' meeting, the Company takes measures for providing information that constitutes the content of reference documents for the shareholders' meeting, etc. (items for which the measures for providing information in electronic format are taken) in electronic format, and posts this information on the Company's website on the Internet. Please access the Company's website mentioned below to review the information.

Company's website

https://www.nagase.co.jp/ir/stock-information/stockholders-meetings/ (in Japanese)

In addition to posting the items for which the measures for providing information in electronic format are taken on the website above, the Company also posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). Please access the TSE website (Listed Company Search) by using the Internet address shown below, enter the issue name (Nagase & Co.) or securities code (8012), and click "Search," and then click "Basic information" and select "Documents for public inspection/PR information" to review the information.

TSE website (Listed Company Search)

https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

For this shareholders' meeting, we will deliver paper-based documents that contain the items for which the measures for providing information in electronic format are taken to all shareholders, regardless of whether or not they have requested the delivery of paper-based documents.

If you are unable to attend the meeting in person, you are kindly requested to exercise your voting rights in advance by postal mail or via the Internet, etc. We request that you exercise your voting rights on or before 5:15 p.m. on Thursday, June 20, 2024 after considering the following Reference Documents for the Annual Shareholders' Meeting.

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Meeting Details

1. Date and time: Friday, June 21, 2024 at 10:00 a.m. (Reception begins at 9:00 a.m.) (Japan Standard Time)
2. Venue: Nihonbashi Mitsui Hall

COREDO Muromachi 1 (Reception: 4th floor)

2-2-1,Nihonbashi-muromachi,Chuo-ku, Tokyo

3. Purposes:

Items to be reported:

1. Business Report and Consolidated Financial Statements for the 109th Term (from April 1, 2023 to March 31, 2024), as well as the results of audit of the Consolidated Financial Statements by the Independent Auditor and Audit & Supervisory Board
2. Non-ConsolidatedFinancial Statements for the 109th Term (from April 1, 2023 to March 31, 2024)

Items to be resolved:

Proposal 1: Appropriation of surplus

Proposal 2: Election of nine (9) Directors

Proposal 3: Election of one (1) Audit & Supervisory Board Member

Proposal 4: Election of one (1) substitute Audit & Supervisory Board Member

4. Instructions on exercising voting rights:

1. If you exercise your voting rights both in writing (by postal mail) and via the Internet, etc., your vote via the Internet, etc. will be treated as the valid vote. If you exercise your voting rights via the Internet, etc. multiple times, the last vote will be treated as the valid vote.
2. Any voting form returned without indicating approval or disapproval for a particular proposal will be counted as a vote for approval of the proposal.
3. If you exercise your voting rights by proxy, you may appoint as a proxy one of the shareholders holding voting rights at the shareholders' meeting. However, please note that a document verifying the proxy right of the person representing you must be submitted.

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5. Other matters relating to this Notice:

Note regarding the shareholders' meeting:

Pursuant to laws and regulations and the provisions of the Articles of Incorporation, the following items among the items for which the measures for providing information in electronic format are taken are not included in this document.

Business Report: (1) Matters relating to share options for the Company's stock, (2) Independent Auditor, (3) Company systems and policies

Consolidated Financial Statements: (1) Consolidated Statement of Changes in Net Assets, (2) Notes to Consolidated Financial Statements

Non-Consolidated Financial Statements: (1) Non-Consolidated Statement of Changes in Net Assets,

(2) Notes to Non-Consolidated Financial Statements

These items constitute part of the Consolidated Financial Statements and Non-Consolidated Financial Statements audited by the Independent Auditor in preparing an accounting audit report, and part of the Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements audited by Audit & Supervisory Board Members in preparing an audit report.

If any revisions are made to the items for which the measures for providing information in electronic format are taken, a statement to that effect as well as information before and after the revisions will be posted on the Company's website and TSE's website.

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Reference Documents for the Annual Shareholders' Meeting

Proposal 1: Appropriation of surplus

The Company proposes the appropriation of surplus as follows:

Matters related to year-end dividend

The Company 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. For this fiscal year, the Company proposes a year-end dividend of 40 yen per share, based on consideration of its consolidated results, financial conditions and other matters.

1. Type of dividend property Cash
2. Allocation of dividend property and total amount thereof
   40 yen per common shares of the Company Total amount of dividends: 4,562,146,800 yen
3. Effective date of distribution of dividends of surplus June 24, 2024

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[Reference]

Matters relating to shareholder returns

1. Shareholder returns policy under the Medium-term Management Plan ACE 2.0 (from fiscal 2021 to fiscal 2025)

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.

(2) Repurchases of treasury stock

The Company repurchased treasury stock as follows.

Total number of shares acquired	3,359,600 shares of common shares
Total value of acquisition value	7,999,897,300 yen
Acquisition period	From May 10, 2023 to December 22, 2023
Acquisition method	Purchased on the market

In addition, the Company decided on the repurchase and cancellation of treasury stock at the Board of Directors meeting held on May 8, 2024 as follows.

• Repurchase of treasury stock

	5,500,000 shares (maximum) of common shares
Total number of shares to be acquired	(4.82% of the total number of issued shares
	(excluding treasury stock))
Total value of shares to be acquired	10 billion yen (maximum)
Acquisition period	From May 9, 2024 to October 31, 2024
Acquisition method	Purchase from the market
• Cancellation of treasury stock
	3,000,000 shares of common shares (2.54% of the
Number of shares to be canceled	total number of issued shares (including treasury
	stock))
Date of cancellation	May 31, 2024

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Proposal 2: Election of nine (9) Directors

The terms of office of all eight Directors will expire at the conclusion of this meeting. Accordingly, in order to further strengthen the Company's management structure, the proposal is for the election of nine Directors (including three Outside Directors), increasing the number of Directors by one.

In promoting the growth strategy of the ACE 2.0 Medium-term Management Plan aimed at improvement of corporate value, it is necessary for the Company to strengthen Base Areas, led by the chemical industry field, and carry out research and development of distinctive proprietary products and technologies in Growth Areas. In order to realize them, we have added an individual who possesses high-level knowledge of and experience in research and development as well as businesses including the chemical industry field to the candidates. In addition, we reduced the number of Directors to eight Directors (including three Outside Directors) from nine Directors (including three Outside Directors) at the Annual Shareholders' Meeting held on June 20, 2023. Accordingly, the Company requests the election of nine Directors (including three Outside Directors) from the perspectives of promoting management policies and strategies and maintaining a governance system.

The candidates for Directors are as follows:

To increase objectivity and transparency of nominations for Directors and Executive Officers, the Company established a Nomination Committee consisting of a majority of Independent Outside Directors. The aforementioned Nomination Committee is also reviewing the contents of this proposal.

No.		Name		Gender		Position in the Company
1		Kenji Asakura	[Reelection]		Male		Representative Director, Chairman
	[Inside Director]
2		Hiroyuki Ueshima	[Reelection]		Male		Representative Director, President
	[Inside Director]			and CEO
3		Masaya Ikemoto	[Reelection]		Male		Representative Director, Senior
	[Inside Director]			Managing Executive Officer
4		Masatoshi Kamada	[Reelection]		Male		Director, Managing Executive
	[Inside Director]			Officer
5		Hiroshi Nagase	[Reelection]		Male		Director, Senior Advisor
	[Inside Director]
			[Reelection]
6		Ritsuko Nonomiya	[Outside Director]		Female		Outside Director
	[Independent
			officer]
			[Reelection]
7		Noriaki Horikiri	[Outside Director]		Male		Outside Director
	[Independent
			officer]
			[Reelection]
8		Toshiaki Mikoshiba	[Outside Director]		Male		Outside Director
	[Independent
			officer]
9		Tamotsu Isobe	[New election]		Male		Executive Officer
	[Inside Director]

Attendance of

Board of Directors

meetings

(fiscal year ended

March 31, 2024)

16 out of 16 (100%)

16 out of 16 (100%)

16 out of 16 (100%)

16 out of 16 (100%)

16 out of 16 (100%)

16 out of 16 (100%)

16 out of 16 (100%)

12 out of 12 (100%)

-

Number of other listed companies where concurrent positions are held

1

0

0

0

0

1

1

0

0

Notes:

1. The number of the Board of Directors meetings does not include resolutions made in writing. The number of Board of Directors meetings indicated with regard to attendance at meetings by Toshiaki Mikoshiba are the number of meetings since he was elected as Director.
2. The number of other listed companies where concurrent positions are held refers to the number of listed companies other than the Company, where the candidate holds a directorial position.

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	No.	Name		Career summary, position, responsibilities and
	(Date of birth)		significant concurrent positions outside the Company
		[Inside Director] [Reelection]	April 1978	Joined the Company
			October 2006	General Manager of Automotive Solutions Dept.
			April 2009	Executive Officer and General Manager of Automotive
				Solutions Dept.
			June 2013	Director, Executive Officer
			April 2015	Representative Director, President and CEO
		Kenji Asakura	April 2023	Representative Director, Chairman (present position)
1	(December 11, 1955)
Length of service: 11 years (as of
[Significant concurrent positions outside the Company]
		conclusion of this meeting)
		Attendance of Board of Directors	Outside Director of Japan Tobacco Inc.
		meetings: 16 out of 16 Board of	Reason for nomination as candidate for Director
		Directors meetings (100%)
		Kenji Asakura has worked mainly in the electronics & energy, mobility, and
		Number of the Company's shares
		management planning fields since joining the Company and has a character
		held: 31,741
		suitable as a manager of the Company. In addition, he has served as President
			from 2015 to 2022. In light of his extensive experience in operations and his
			knowledge in overall management in the Company, Mr. Asakura is nominated
			as a candidate for Director.

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	No.	Name		Career summary, position, responsibilities and
	(Date of birth)		significant concurrent positions outside the Company
		[Inside Director] [Reelection]	April 1988	Joined the Company
			April 2015	General Manager of Corporate Planning Div.
			April 2017	Executive Officer and General Manager of Corporate Planning
				Div.
			October 2017	Executive Officer and General Manager of Automotive
				Solutions Dept.
		Hiroyuki Ueshima	June 2022	Director, Executive Officer
		April 2023	Representative Director, President and CEO (present position)
		(November 5, 1965)
		Length of service: Two years (as of
		conclusion of this meeting)
		[Significant concurrent positions outside the Company]
		Attendance of Board of Directors
2
meetings: 16 out of 16 Board of	None
		Directors meetings (100%)
		Reason for nomination as candidate for Director
		Number of the Company's shares
		Hiroyuki Ueshima has worked mainly in the functional materials, electronics
		held: 24,879
		& energy, mobility, and management planning fields since joining the
			Company, and has a personality suitable for being a part of the Company's
			management team. He was appointed as Representative Director and President
			in April 2023. Since then, he has promoted improvement of the corporate
			value of the Company. He is considered the most qualified person who can
			show leadership towards executing the ACE 2.0 Medium-term
			Management Plan, and achieving sustainable growth of the Group and further
			improvement of the corporate value because he has extensive experience in
			operations and knowledge of overall management. Accordingly, Mr. Ueshima
			is nominated as a candidate for Director.

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	No.	Name		Career summary, position, responsibilities and
	(Date of birth)		significant concurrent positions outside the Company
		[Inside Director] [Reelection]	April 1984	Joined the Company
			April 2013	General Manager of Automotive Solutions Dept.
			April 2015	Executive Officer and General Manager of Automotive
				Solutions Dept., Manager of Nagoya Branch
			June 2018	Director, Executive Officer
			April 2021	Representative Director, Managing Executive Officer
		Masaya Ikemoto	April 2023	Representative Director, Senior Managing Executive Officer
		(September 20, 1961)	April 2024	Representative Director, Senior Managing Executive Officer, in
		Length of service: Six years (as of
			charge of Corporate Administration (present position)
		conclusion of this meeting)
3	Attendance of Board of Directors
meetings: 16 out of 16 Board of	[Significant concurrent positions outside the Company]
		Directors meetings (100%)	None
		Number of the Company's shares
		Reason for nomination as candidate for Director
		held: 13,174
			Masaya Ikemoto has worked mainly in the advanced materials & processing,
			electronics & energy, mobility, and management planning fields since joining
			the Company and has a character suitable for being a part of the Company's
			management team. In addition, he was appointed as Director in 2018. Since
			then, he has promoted improvement of the corporate value of the Company as
			an officer mainly in charge of Corporate Administration. In light of his
			extensive experience in operations and his knowledge in overall management,
			Mr. Ikemoto is nominated as a candidate for Director towards the achievement
			of the ACE 2.0 Medium-term Management Plan.

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	No.	Name		Career summary, position, responsibilities and
	(Date of birth)		significant concurrent positions outside the Company
		[Inside Director] [Reelection]	April 1985	Joined the Company
			April 2011	General Manager of Electronic Materials Dept.
			April 2013	Executive Officer and General Manager of Electronic Materials
				Dept.
			April 2018	Executive Officer and Greater China CEO
			June 2021	Director, Executive Officer
		Masatoshi Kamada	April 2024	Director, Managing Executive Officer, in charge of Advanced
		(August 6, 1961)		Materials & Processing, Electronics & Energy, Mobility, and
		Length of service: Three years (as of		Asia (Greater China, ASEAN, India, and Korea) (present
4	conclusion of this meeting)		position)
Attendance of Board of Directors
		meetings: 16 out of 16 Board of
		[Significant concurrent positions outside the Company]
		Directors meetings (100%)
		Number of the Company's shares	None
		held: 15,515
		Reason for nomination as candidate for Director
			Masatoshi Kamada has worked in the advanced materials & processing,
			electronics & energy, and overseas business fields since joining the Company,
			possesses superb knowledge of and experience in these fields, and has a
			personality suitable for being a part of the Company's management team. In
			light of his management skills gained through various experience, including as
			a China area manager, Mr. Kamada is nominated as a candidate for Director.

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