Fuso Chemical : Notice of the 66th Annual 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.

Securities Code: 4368

June 7, 2023

To Our Shareholders:

Shinichi Sugita, Representative Director and President

FUSO CHEMICAL CO., LTD.

3-10, Koraibashi 4-chome,Chuo-ku, Osaka

Notice of the 66th Annual General Meeting of Shareholders

We are pleased to announce the 66th Annual General Meeting of Shareholders of the Company, which will be held as described below.

When convening this general meeting of shareholders, the Company takes measures for providing information that constitutes the content of Reference Documents for the General Meeting of Shareholders, etc. (items for which measures for providing information in electronic format are to be taken) in electronic format, and posts this information as "Notice of the 66th Annual General Meeting of Shareholders" on each of the following websites. Please access either of those websites by using the internet address shown below to review the information.

The Company's website: https://fusokk.co.jp (in Japanese)

Website for posted informational materials for the general meeting of shareholders: https://d.sokai.jp/4368/teiji/ (in Japanese)

In addition to posting items for which measures for providing information in electronic format are to be taken on each of the websites above, the Company also posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). To access this information from the latter website, access the TSE website (Listed Company Search) by using the internet address shown below, enter "FUSO CHEMICAL" in the issue name (company name) or "4368" in the securities code, and click "Search," and then click "Basic information" and select "Documents for public inspection/PR information." Under "Filed information available for public inspection," click "Click here for access" under "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting]."

TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

If you are unable to attend on the day of the meeting, you may exercise your voting rights via the Internet, etc. or in writing. Please review the Reference Documents for the General Meeting of Shareholders, and exercise your voting rights by 5:45 p.m. on Thursday, June 22, 2023 (JST).

[When exercising voting rights via the Internet, etc.]

Please vote by the above stated deadline for exercising voting rights.

[When exercising voting rights in writing]

Please indicate your votes for each proposal on the enclosed voting form, and return it by the above stated deadline for exercising your votes.

1. Date and time: Friday, June 23, 2023, at 10:00 a.m. (JST)
2. Venue:4th Floor, Osaka Club

4-11, Imabashi 4-chome,Chuo-ku, Osaka

3. Objectives of meeting: Items to be reported:

1. Reports on the Business Report, the Consolidated Financial Statements, and the results of audit of the Consolidated Financial Statements by the Financial Auditor and Audit and Supervisory Committee for the 66th fiscal term (from April 1, 2022 to March 31, 2023)

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2. Report on the Non-consolidated Financial Statements for the 66th fiscal term (from April 1, 2022 to March 31, 2023)

Items to be resolved:

Proposal No. 1 Appropriation of Surplus

Proposal No. 2 Election of Seven Board Directors (Excluding Board Directors Who Are Audit and Supervisory Committee Members)

Proposal No. 3 Election of One Board Director Who Is an Audit and Supervisory Committee Member

Proposal No. 4 Determination of Remuneration for Granting Restricted Shares to Board Directors (Excluding Board Directors Who Are Audit and Supervisory Committee Members and External Board Directors)

• If you are attending on the day of the meeting, you are kindly requested to submit the enclosed voting form to the reception staff.
• Of the items for which measures for providing information in electronic format are to be taken, the System to Ensure the Proper Operation of Business and the Status of Operation of the System in the Business Report, the Consolidated Statement of Changes in Equity and Notes to Consolidated Financial Statements of the Consolidated Financial Statements, together with Non-consolidated Statement of Changes in Equity and Notes to Non-consolidated Financial Statements of the Non-consolidated Financial Statements are not included in the paper-based documents to be delivered to shareholders who have made a request for delivery of paper-based documents pursuant to the provisions of laws and regulations and Article 15 of the Company's Articles of Incorporation. Accordingly, the documents that are delivered to shareholders who have made a request for delivery of paper-based documents are part of the documents included in the scope of audits by the Audit and Supervisory Committee Members and the Financial Auditor when they create their respective audit reports.
• If revisions to the items for which measures for providing information in electronic format are to be taken arise, a notice of the revisions and the details of the items before and after the revisions will be posted on the website for measures for providing information in electronic format on the previous page.
• As the timing of the cessation of COVID-19 is uncertain, shareholders attending the meeting in person are kindly requested to check the status of infection as well as their physical condition on the day of the meeting. Particularly for shareholders who are elderly, pregnant, or with underlying medical conditions, please make a careful decision.
• Souvenirs will not be handed out to shareholders attending on the day of the meeting. Your understanding would be much appreciated.

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Reference Documents for the General Meeting of Shareholders

Proposal No. 1 Appropriation of Surplus

The Company appropriates surplus based on a basic policy of long-term stable return to shareholders taking into consideration strengthening the corporate structure and future business development.

The Company proposes to pay a year-end dividend for the 66th fiscal term of ¥33 per share as follows based on the business performance for the fiscal year under review.

Total dividends per share for the fiscal year including the interim dividend (¥30 per share) will be ¥63 per share.

Matters regarding year-end dividends

1. Type of dividend property To be paid in cash.
2. Matters regarding the allocation of dividend property and the total amount thereof The Company proposes to pay a dividend of ¥33 per common share of the Company. In this event, the total dividends will be ¥1,163,036,622.
3. Effective date of dividends of surplus June 26, 2023

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Proposal No. 2	Election of Seven Board Directors (Excluding Board Directors Who Are Audit and
	Supervisory Committee Members)

The terms of office of all current seven Board Directors (excluding Board Directors who are Audit and Supervisory

Committee Members; the same shall apply throughout this proposal) will expire at the conclusion of the meeting.

Therefore, the Company proposes the election of seven Board Directors.

The Audit and Supervisory Committee of the Company believes that all candidates for Board Directors are qualified for this proposal.

The candidates for Board Directors are as follows:

Candidate	Name	Career summary, position and responsibility in the Company,	Number of the
Company's shares
No.	(Date of birth)	and significant concurrent positions outside the Company
owned
		June 1988	External Board Director of the Company
		Mar. 1999	Executive Officer of Teikoku Seiyaku Co., Ltd.
		Mar. 2011	President & CEO (current position)
		June 2017	Representative Director & Chairman of the
	Misako Fujioka		Company (current position)
	June 2020	Outside Director (Audit and Supervisory
	(April 22, 1955)	122,802 shares
		Committee Member) of Asahi Broadcasting
	[Reelection]
		Group Holdings Corporation (current position)
1		[Significant concurrent positions outside the Company]
		President & CEO of Teikoku Seiyaku Co., Ltd.
		Outside Director (Audit and Supervisory Committee Member)
		of Asahi Broadcasting Group Holdings Corporation
	[Reasons for nomination as candidate for Board Director]
	Misako Fujioka presently holds a position as President & CEO of Teikoku Seiyaku Co., Ltd. and has abundant
	knowledge and experience in the overall management of a company. Accordingly, judging that she is capable of
	contributing to the development of the Company group (the "Group"), the Company continues to nominate her as
	candidate for Board Director.
		Apr. 1980	Joined Fujisawa Pharmaceutical Co., Ltd.
			(currently Astellas Pharma Inc.)
		Apr. 2005	Joined the Company
		Apr. 2006	Department Manager of Planning and
			Development Department of Sales
			Development Division of Life Science Business
			Unit
	Shinichi Sugita	July 2012	Executive Officer, Division Manager of
	(October 5, 1955)		Electronic Materials Division, and Site	10,103 shares
	[Reelection]		Manager of Kyoto Plant
2		Feb. 2019	Deputy Division Manager of Administration
		Division
		June 2019	Board Director, Division Manager of
			Administration Division, and in charge of
			Innovation Promotion Office
		June 2020	Representative Director & President (current
			position)
	[Reasons for nomination as candidate for Board Director]
	Shinichi Sugita has experience and expertise in the life science and electronic materials businesses, as well as
	knowledge which he had obtained from managerial work as a Site Manager of a plant and a Division Manager of the
	Administration Division. Judging that he is capable of contributing to the Group's development by utilizing these, the
	Company continues to nominate him as candidate for Board Director.

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Candidate	Name	Career summary, position and responsibility in the Company,	Number of the
Company's shares
No.	(Date of birth)	and significant concurrent positions outside the Company
owned
		Apr. 1990	Joined the Company
		July 2005	Department Manager of Electronic Materials
			Sales Development Department of Electronic
			Materials Business Division
		Feb. 2008	Division Manager of Electronic Materials
	Haruo Masauji		Division of Electronic Materials Business Unit
	July 2008	Executive Officer
	(March 23, 1967)	27,152 shares
	July 2010	Senior Executive Officer and General Manager
	[Reelection]
		of Electronic Materials Business Unit (current
3
		position)
		June 2011	Board Director
		Apr. 2019	Managing Director
		June 2020	Senior Managing Director (current position)
			and in charge of Innovation Promotion Office
	[Reasons for nomination as candidate for Board Director]
	Haruo Masauji is assisting the president in the overall management while supporting the administration by utilizing his
	experience and expertise in the electronic materials business. Accordingly, judging that he is capable of contributing to
	businesses the Company is developing, the Company continues to nominate him as candidate for Board Director.
		Dec. 1989	Joined the Company
		Feb. 2008	General Manager of Shanghai Branch of
			Qingdao Fuso Refining & Processing Co., Ltd.
		Aug. 2008	President of FUSO (THAILAND) CO., LTD.
		May 2011	Division Manager of Asia Business
			Development Division of Life Science Business
			Unit and Department Manager of Sales
			Department of the Company
	Takashi Tanimura	Apr. 2013	General Manager of Life Science Business Unit
	(November 27, 1964)	July 2013	Senior Executive Officer	29,167 shares
	[Reelection]	June 2014	Board Director
4		Apr. 2019	Managing Director, in charge of Life Science
			Business Unit, and Department Manager of
			Planning and Development Office
		June 2020	Senior Managing Director (current position), in
			charge of Life Science Business Unit, and
			Planning and Development Office
		Apr. 2021	General Manager of International Division
			(current position)
	[Reasons for nomination as candidate for Board Director]
	Takashi Tanimura is assisting the president in the overall management while supporting the administration by utilizing
	his experience and expertise in the life science business. Accordingly, judging that he is capable of contributing to
	businesses the Company is developing, the Company continues to nominate him as candidate for Board Director.
		Apr. 1992	Joined the Company
		Apr. 2010	Department Manager of Sales Development
			Department of Electronic Materials Business
	Motoki Sugimoto		Unit
	July 2015	Executive Officer and Department Manager of
	(November 11, 1968)	2,667 shares
		Sales Development Department of Life Science
	[Reelection]
		Business Unit
5
	Apr. 2019	General Manager of Life Science Business Unit
			(current position)
		June 2019	Board Director (current position)
	[Reasons for nomination as candidate for Board Director]
	Motoki Sugimoto has experience and expertise in the life science and electronic materials businesses. Judging that he is
	capable of contributing to businesses the Company is developing by utilizing them through his execution of duties as
	Board Director, the Company continues to nominate him as candidate for Board Director.

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