Bando Chemical Industries : NOTICE OF THE 100TH GENERAL MEETING OF SHAREHOLDERS

N.B. This is a summary translation of a notice in Japanese addressed to shareholders and is provided merely for the convenience and reference of our international shareholders.

(Securities Identification Code : 5195)

June 6, 2023

Dear Shareholders:

Tomio Ueno, President

Bando Chemical Industries, Ltd.

6-6, Minatojima Minamimachi 4-chome,

Chuo-ku, Kobe, 650-0047 Japan

NOTICE OF

THE 100TH GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that the 100th Ordinary General Meeting of Shareholders of Bando Chemical Industries, Ltd. (the "Company") will be held as outlined below.

If you don't attend the meeting, you may exercise your voting rights by either of the following methods. Please review the Referential Documents for Exercising Your Voting Rights attached hereto and exercise your voting rights by 5:30 p.m., Monday, June 26, 2023:

Exercise of voting rights in written form:

Please indicate your approval or disapproval on the Exercise of Voting Rights Form and return it so that it will arrive at the Company by the exercise time limit as described above.

Exercise of voting rights via Internet:

Please access the website for the exercise of voting rights designated by the Company (https://evote.tr.mufg.jp/) and exercise your voting rights by the exercise time limit as described above.

1.	Date and Time	:	Tuesday, June 27, 2023, at 10:00 a.m.
2.	Place	:	Head Office, 6-6, Minatojima Minamimachi 4-chome,
			Chuo-ku, Kobe, 650-0047 Japan

3. Agenda Reports :

1. Business report and financial statements for the 100th business term (from April 1, 2022 to March 31, 2023)
2. Auditing results of the consolidated financial statements for the 100th business term (from

April 1, 2022 to March 31, 2023) by the Accounting Auditor and Audit and Supervisory Committee

Proposals :

Company Proposal

No.1 : Approval of the proposed appropriation (dividend) of retained earnings for the 100th business term (from April 1, 2022 to March 31, 2023)

No.2 : Election of five (5) Directors who are not Audit and Supervisory Committee Members

No.3 : Election of one (1) Director who is an Audit and Supervisory Committee Member

No.4 : Partial Amendment to the Performance-linked Stock Remuneration for Directors, Etc.

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Shareholder Proposal

No.5 : Approval of the Amount of Remuneration for the Restricted Stock Unit Plan

No.6 : Acquisition of Treasury Shares

No.7 : Change to the Articles of Incorporation Concerning the Number of Outside Directors An outline of the shareholder proposals is as described in the Referential Documents for Exercising Your Voting Rights

4. Information on Exercising Your Voting Rights :

(1) Exercising your voting rights by proxy

You may appoint another shareholder of the Company to act as proxy and attend on your behalf. Please note, however, that any delegation of your voting rights to a proxy must be presented to the Company in writing.

(2) Treatment of multiple exercise of voting rights

In the event that votes both in written form and via Internet are received from the same shareholder, the Internet vote will be considered as valid. When exercising voting rights via Internet, if multiple votes are made from the same shareholder, the last vote will be considered as valid.

1. Treatment when there is no indication of approval or disapproval on the Exercise of Voting Rights Form
   In the absence of an indication of approval or disapproval for each proposal, the Company will assume that you approve the Company Proposal and disapprove the Shareholder Proposals. Proposal 4, which is the Company Proposal, and Proposal 5, which is the Shareholder Proposal, are incompatible. Accordingly, if you agree to both proposals, the exercise of your voting rights on Proposal 4 and Proposal 5 will be invalidated．
2. • END -

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Referential Documents for Exercising Your Voting Rights

1. Total number of voting rights held by shareholders: 435,226
2. Proposals and referential matters

Company Proposal

Proposal 1: Approval of the proposed appropriation (dividend) of retained earnings for the 100th business term (from April 1, 2022 to March 31, 2023)

Our policy is to enhance the return of profits and aim for making stable dividend payments targeting presently the consolidated dividend payout ratio of 40% and a minimum annual dividend of 26.00 yen per share, while considering our profit and financial position. For this term, considering the amount of earnings, we propose that the year-end dividend be 30.00 yen per share.

Our proposal for the dividends for this business term is as follows;

1. The dividends will be made in cash.
2. The amount of the year-end dividend will be 30.00 yen per share and the total amount of dividends will be 1,312,772,400yen.
3. The effective date of payment of dividends shall be June 28, 2023.

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Proposal 2: Election of five (5) Directors who are not Audit and Supervisory Committee Members At the end of this meeting, the term of office of all five (5) Directors who are not Audit and Supervisory Committee Members will expire. Accordingly, the Company asks shareholders to

elect five (5) Directors who are not Audit and Supervisory Committee Members.

The candidates for Directors who are not Audit and Supervisory Committee Members are as follows:

List of Candidates for Directors who are not Audit and Supervisory Committee Members

Candidate	Name			Position in the Company	Attendance at
Number					Board of
					Directors
					meetings
1	Reelection	Mitsutaka Yoshii	Male	Chairman	100% (14/14)
			Age:64
2	Reelection	Tomio Ueno	Male	President	100% (14/14)
			Age:54	(Representative Director)
3	Reelection	Shinji Kashiwada	Male	Director	100% (14/14)
			Age:61	Senior Managing
				Executive Officer
4	Reelection	Atsushi Someda	Male	Director	100% (14/14)
			Age:60	Senior Executive Officer
5	Reelection	Katsuhiko Hata	Male	Director	100% (14/14)
			Age:62	Senior Executive Officer

Term of office as Director

12years

3years

12years

6years

5years

• The age and term of office as Director for the respective candidates are as of the General Meeting of Shareholders.

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					Number
	Name	Brief career summary, position, responsibilities in the	of
No.	Company
(birth date)		Company and important current duties
		shares
					owned
	Mitsutaka Yoshii	Apr. 1981		Joined the Company
	(August 18, 1958)	Apr. 1999		General Manager, Automotive Parts
				Marketing Department, Power
	[Reelection]			Transmission Belt Division
		May 2003		President, Bando Europe GmbH
		Apr. 2007		General Manager, Procurement
				Department, the Company
		Apr. 2009		General Manager, Corporate Planning
1				Department	83,700
		Apr. 2011		General Manager, Industrial Products
				Division
	Board of Directors	Jun. 2011		Director, the Company
	Apr. 2013		President (Representative Director)
	meeting attendance:
	Apr. 2022		Chairman (Representative Director)
	14/14
	Apr. 2023		Chairman (Present)
		(Important current duties)
		Outside Director, SAKURA KCS Corp.

Reason for nominating as a candidate for Director

Mr. Mitsutaka Yoshii has been leading the Company group as Representative Director for many years and has worked to improve corporate governance as the Chairman of the Board of Directors. He left his office as Representative Director at the end of March this year. However, to realize sustainable growth and increase the medium- to long-term corporate value of the Company group, his broad experience and in-depth insight as a corporate manager are required. Therefore, he is nominated again as a candidate for Director.

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