This document has been translated from 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.

To Those Shareholders with Voting Rights:

MATTERS PROVIDED IN ELECTRONIC FORMAT FOR THE CONVOVATION OF THE 100th ORDINARY GENERAL MEETING OF SHAREHOLDERS

(MATTERS OMITTED FROM THE PAPER COPY)

  • Business Report

Principal Business Locations Employees

Accounting Auditor

Systems to Ensure the Proper Business Operation of the Corporate Group Composed of the Company and Its Subsidiaries, Including Systems to Ensure that Directors Execute Duties in Line with Relevant Laws, Regulations and the Articles of Incorporation, and Status of Their Operation

  • Consolidated Financial Statements

Consolidated Statement of Changes in Net Assets

Notes to the Consolidated Financial Statements

  • Non-consolidatedFinancial Statements

Non-consolidated Statement of Changes in Net Assets

Notes to the Non-consolidated Financial Statements

(April 1, 2022 to March 31, 2023)

ISHIHARA SANGYO KAISHA, LTD.

The matters shown above have not been included in the paper copy sent to shareholders who have requested it, in accordance with laws and regulations, as well as the provisions of Article 19 of our Articles of Incorporation.

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Principal Business Locations (As of March 31, 2023)

(1) The Company

Name

Location

Osaka Head Office

Osaka City, Osaka Prefecture

Yokkaichi Plant

Yokkaichi City, Mie Prefecture

Central Research Institute

Kusatsu City, Shiga Prefecture

Tokyo Branch

Chiyoda-ku, Tokyo

Chubu Branch

Yokkaichi City, Mie Prefecture

Singapore Branch

Singapore

Sapporo Sales Office

Sapporo City, Hokkaido

Sendai Sales Office

Sendai City, Miyagi Prefecture

Fukuoka Sales Office

Fukuoka City, Fukuoka Prefecture

(2) Subsidiaries

Name

Location

ISK BIOSCIENCES K.K.

Chiyoda-ku, Tokyo

ISK AMERICAS INCORPORATED

Ohio, United States

ISK BIOSCIENCES EUROPE N.V.

Belgium

ISHIHARA TECHNO CORPORATION

Osaka City, Osaka Prefecture

FUJI TITANIUM INDUSTRY CO., LTD.

Kobe City, Hyogo Prefecture

ISK ENGINEERING PARTNERS

Yokkaichi City, Mie Prefecture

CORPORATION

Employees (As of March 31, 2023)

Business Segment

Number of Employees

YoY Change

Inorganic chemicals business

975

+ 17

Organic chemicals business

565

- 7

Other businesses

122

+ 1

Corporate (common)

106

+ 7

Total

1,768

+ 18

Note: The number of employees represents the number of active personnel employed. Corporate (common) employees mainly comprise those employed at the administration department at the head office, who do not belong to any reportable segment.

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Accounting Auditor

  1. Accounting Auditor's Name Ernst & Young ShinNihon LLC
  2. Accounting Auditor's Compensation, etc.

Accounting Auditor's compensation, etc., for the fiscal year ended March 31, 2023:

70 million yen

Total cash and other proprietary benefits payable by the Company and its subsidiaries

to the Accounting Auditor:

85 million yen

Notes: 1. Under the audit agreement with the Accounting Auditor, audit compensation is not distinguished between that pertaining to audits based on the Companies Act, and audits based on the Financial Instruments and Exchange Act, which are effectively inseparable. The amount shown above therefore represents the total, undivided amount.

    1. ISK BIOSCIENCES EUROPE N.V., a significant subsidiary of the Company, is audited by Ernst & Young, Reviseurs d'Entreprises.
    2. The Audit & Supervisory Board has given its consent to the compensation, etc. for the Accounting Auditor in accordance with Article 399, Paragraph 1 of the Companies Act, after confirming the audit plan, status of audit execution, basis for calculating the expected compensation, etc., based on the Practical Guidelines for Coordination with Accounting Auditors published by the Japan Audit & Supervisory Board Members Association.
  1. Policy on Determination of Dismissal or Non-reappointment of Accounting Auditor

Where deemed necessary, due to the incapacity of the Accounting Auditor to execute its duties or other reason, the Audit & Supervisory Board shall determine the content of a proposal on the dismissal or non-reappointment of the Accounting Auditor, to be submitted to the General Meeting of Shareholders.

Moreover, if the Accounting Auditor falls under any of the items set forth in Article 340, Paragraph 1 of the Companies Act, the Audit & Supervisory Board shall dismiss the Accounting Auditor through the unanimous consent of all its Members. In this event, an Audit & Supervisory Board Member selected by the Audit & Supervisory Board shall report on the dismissal of the Accounting Auditor, and the reason for the dismissal, at the first General Meeting of Shareholders held after the dismissal.

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Systems to Ensure the Proper Business Operation of the Corporate Group Composed of the Company and Its Subsidiaries, Including Systems to Ensure that Directors Execute Duties in Line with Relevant Laws, Regulations and the Articles of Incorporation, and Status of Their Operation

The Company's Board of Directors has resolved on the following basic policy regarding systems to ensure proper business operation of the corporate group composed of the Company and its subsidiaries (referred to hereinafter as the Group), including systems to ensure that Directors execute duties in line with laws, regulations and the Articles of Incorporation.

  1. Systems to Ensure that the Execution of Duties by Directors and Employees Complies with Laws, Regulations and the Articles of Incorporation
  1. The Company has adopted a management structure that places priority on compliance with laws, rules and societal norms.
  2. The Company has established the ISK Group Code of Conduct, which stresses the importance of compliance activities, and makes sure that Directors and employees follow them strictly.
  3. The Company has established a Compliance Committee, headed by the Director in charge of Compliance. This committee creates and implements plans to develop and maintain the compliance structure.
  4. Company policy dictates that should it be discovered that any Director or employee of the Company has acted illegally, transgressed the Company's Articles of Incorporation, or acted in a way that raises the risk of a legal transgression, the incident must be reported immediately. Furthermore, all records of the reports and investigation are to be kept strictly confidential to ensure that those who report such incidents are not subject to repercussions.
  5. The Company has established an Office of Internal Audit to conduct regular audits, and which reports directly to the Executive Director, President.
  1. Recording and Managing Information Regarding the Activities of Directors
    The Company maintains written records of the minutes of Board of Directors meetings, proposals submitted for consideration, and other important documents used in the course of Directors' duties. These documents are stored and managed in a way that corresponds to the legal regulations governing official documents, as well as all internal rules and regulations.
  2. Rules and Structures Intended to Manage Risk of Loss
  1. A set of Risk Management Regulations has been established to express the Company's basic stance on risk management and to help guard against the risk of unexpected losses.
  2. The Company seeks to identify the various types of risk that emerge in the course of normal business activities, taking steps to ensure that each sector of business operations is aware of risk factors that may affect them, and takes steps to manage such risks.
  3. When events occur that could have an important impact on the Company's management and business activities, the Corporate Risk Management Committee takes action under the Risk Management Regulations, and assumes control of the operating divisions in order to minimize and address problems.
  1. Structures to Ensure That the Duties of Directors Are Executed Efficiently
  1. The Board of Directors meets regularly, a minimum of once a month, to make decisions on important issues that affect the Company, and to oversee the activities of its Directors. In the case of priority issues that relate to management and business execution, the Executive Management Committee, made up of Board members who are associated with the issue, discusses it first, and then reports to the entire Board for a final decision.
  2. The Company establishes clear and specific numerical targets for achievement, in an effort to improve management efficiency.
  3. The Board of Directors allocates duties and work responsibilities to individual Directors, and each Director reports back to the Board of Directors regarding progress in completing the allocated business tasks.

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  1. Measures to Ensure Proper Business Operation of the Group
  1. The Company ensures proper group management based on regulations established concerning the basic policies for the execution of its subsidiaries and affiliates' business activities, and for the various work processes concerning management of subsidiaries and affiliates.
  2. Subsidiaries report regularly to the Company on important information such as business performance and financial condition, based on the aforementioned regulations.
  3. Subsidiaries guard against the risk of unexpected losses in accordance with the Risk Management Regulations established by the Company, and immediately report to the Company, endeavor to contain and resolve the situation in the case of an emergency.
  4. Subsidiaries comply with laws, rules and societal norms, in accordance with the ISK Group Code of Conduct established by the Company. The Company's internal whistleblower system is also applicable to subsidiaries.
  1. Employees Assigned as Requested to Assist the Duties of Audit & Supervisory Board Members, Measures to Ensure the Independence of These Employees from the Influence of Directors, and Measures to Ensure the Effectiveness of Directions Given to These Employees
  1. Audit & Supervisory Board Members may request that the Company assign personnel to assist them in carrying out their duties. When this need arises, Directors cooperate with Audit & Supervisory Board Members to select individuals who are able to provide assistance.
  2. When Audit & Supervisory Board Members ask to have employees assigned to assist with their activities, the views of the Audit & Supervisory Board are given top priority in selecting, transferring and evaluating such employees. This is intended as a way to ensure that the employees can act independently, without influence from Directors.
  3. Employees who assist Audit & Supervisory Board Members in carrying out their duties do not work concurrently in any other section, and must only follow the directions and orders of the Audit & Supervisory Board Members.
  1. Structure for Reporting Information to Audit & Supervisory Board Members, Including Reports Provided by Directors and Employees of the Group, and Structures to Ensure That the Person Reporting Information Is Not Disadvantaged as a Result
  1. Audit & Supervisory Board Members of the Company attend meetings of the Board of Directors and the Executive Management Committee, as well as other important company meetings. They are also provided with access to documents regarding all important proposals and resolutions made by management personnel.
  2. Directors and employees of the Company are required to provide necessary reports and information to Audit & Supervisory Board Members, as stipulated in the Company's internal regulations regarding reporting to Audit & Supervisory Board and its members.
  3. Directors, Audit & Supervisory Board Members and employees of subsidiaries are required to provide necessary reports and information to the Company's Audit & Supervisory Board Members as stipulated in the Company's internal regulations regarding reporting to Audit & Supervisory Board and its members.
  4. The Company prohibits any disadvantageous treatment of its Directors or employees, or Directors, Audit & Supervisory Board Members or employees of subsidiaries, as a result of reporting to the Company's Audit & Supervisory Board Members. This information is made known broadly among the Group's Directors, Audit & Supervisory Board Members and employees.
  1. Policy on the Treatment of Expenses and Liabilities Arising from the Execution of Duties by Audit & Supervisory Board Members, Including Processes for Prepaying or Reimbursing Such Expenses Should the Company receive a prepayment or similar request based on Article 388 of the Companies Act for expenses incurred by an Audit & Supervisory Board Member in the execution of his/her duties, the section responsible examines the request and, except where deemed unnecessary for the execution of duties by the Audit & Supervisory Board Member, promptly processes the relevant expenses or liabilities.

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ISHIHARA SANGYO KAISHA Ltd. published this content on 15 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 June 2023 01:08:10 UTC.