Ishihara Sangyo Kaisha : Notice of the 100th Ordinary General Meeting of Shareholders

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.

(Securities code: 4028) June 8, 2023 (Date of commencement of measures for providing information in electronic format: May 30, 2023)

To Those Shareholders with Voting Rights

Hideo Takahashi

Executive Director, President

ISHIHARA SANGYO KAISHA, LTD.

3-15, Edobori 1-chome,Nishi-ku, Osaka

NOTICE OF THE 100th ORDINARY GENERAL MEETING OF SHAREHOLDERS

Firstly, we would like to extend our sincere thanks for your ongoing support.

We are pleased to inform you that the 100th Ordinary General Meeting of Shareholders will be held as follows.

We have adopted measures for providing information in electronic format for this General Meeting of Shareholders. The matters provided in electronic format have been posted on the following Internet website as "Notice of the 100th Ordinary General Meeting of Shareholders" and "Other Matters Provided in Electronic Format (Matters Omitted from the Paper Copy)."

The Company's website: https://www.iskweb.co.jp/eng/ir/stockholders.html

This information also been posted on the following website. The website of the Tokyo Stock Exchange:

https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

*Please access the website shown above, enter the Company's name or securities code to search, and select "Basic information" then "Documents for public inspection/PR information" to view the information.

Please exercise your voting rights in writing or via the Internet, etc. by 5:30 p.m. on Tuesday, June 27, 2023, after reading the attached REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS.

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1. Date and Time: 10:00 a.m., Wednesday, June 28, 2023 (Reception opens: 9:00 a.m.)
2. Venue: Hall on the 5th floor of Shin-Ishihara Building, at 3-15, Edobori 1-chome,Nishi-ku, Osaka

(Shin-Ishihara Building: Please use Exit 5-B of Higobashi Station, Osaka Metro Yotsubashi Line.)

3. Objectives of the Meeting Reports:

1. The Business Report and the Consolidated Financial Statements for the 100th Fiscal Year (from April 1, 2022 to March 31, 2023), as well as the audit reports on the Consolidated Financial Statements by the Company's Accounting Auditors and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 100th Fiscal Term (from April 1, 2022 to March 31, 2023)

Matters to Be Resolved

Proposal No. 1: Appropriation of Surplus

Proposal No. 2: Election of Nine (9) Directors

Proposal No. 3: Election of Four (4) Audit & Supervisory Board Members

Proposal No. 4: Election of One (1) Substitute Audit & Supervisory Board Member

4. How to Exercise Your Voting Rights

If you are attending the General Meeting of Shareholders

Please present the enclosed Voting Rights Exercise Form at the reception desk on arrival at the meeting.

Date & Time: 10:00 a.m., Wednesday, June 28, 2023 (Reception opens: 9:00 a.m.)

If you are exercising your voting rights in writing

Please indicate your approval or disapproval of the matters to be resolved on the Voting Rights Exercise Form enclosed herewith, and return it to us. If you do not indicate your vote on a proposal, this will be treated as a vote in favor of the proposal.

Deadline: The form should arrive by 5:30 p.m., Tuesday, June 27, 2023.

If you are exercising your voting rights via the Internet, etc.

Please first read the attached Guidance on the Exercise of Voting Rights via the Internet, etc. (p. 3) and indicate your approval or disapproval.

Deadline: Votes should be accepted by 5:30 p.m., Tuesday, June 27, 2023.

• If you have exercised your voting rights both in writing and via the Internet, etc., the votes cast via the Internet, etc. shall be deemed valid. If you have exercised your voting rights via the Internet, etc. multiple times, the votes cast last shall be deemed valid.
• The costs incurred for access to the website for the exercise of voting rights via the Internet (such as Internet connection fees, phone charges, etc.) shall be borne by the shareholders.
• Of the matters provided in electronic format, the items listed below are not 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. Thus, the paper copy sent to shareholders who have requested it includes only part of the subjects audited by the Audit & Supervisory Board Members and the Accounting Auditor in preparing their Audit Reports.
• • Principal Business Locations, Employees, Accounting Auditor, and 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 in the Business Report
  • Consolidated Statement of Changes in Net Assets and Notes to Consolidated Financial Statements
  • Non-consolidatedStatement of Changes in Net Assets and Notes to Non-consolidated Financial Statements

If any situation arises that requires amendment to the matters provided in electronic format, such amendment will be posted on the websites on which they are posted, together with the matters before and after amendment.

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Guidance on the Exercise of Voting Rights via the Internet, etc.

How to scan the QR code

"Smart Voting"

You can log in to the voting rights exercise website without entering a "voting rights exercise code" and a "password."

• Please use your smartphone to scan the "voting rights exercise website login QR code" on the bottom right of the voting rights exercise form.

• Please enter your vote for each proposal by following the instructions on the screen.

How to enter a voting rights exercise code and a

password

The voting rights exercise website:

https://www.web54.net

• Please access the voting rights exercise website.

• Please enter the "voting rights exercise code" on the bottom left of the reverse side of the voting rights exercise form.

• Please enter the "password" on the bottom left of the reverse side of the voting rights exercise form.

Voting rights can be exercised only once using "Smart Voting."

If you want to change your vote after exercising your voting rights, please enter the "voting rights exercise code" and "password" on the voting rights exercise form to log in to the voting rights exercise website by following the instructions under "How to enter a voting rights exercise code and a password" on the right hand side, and exercise your voting rights again.

• You can access the voting rights exercise website on the right hand side by scanning the QR code again.

* "QR code" is a registered trademark of

DENSO WAVE INCORPORATED.

• Please enter your vote for each proposal by following the instructions on the screen.

Please call the number on the right hand side, if you have any questions relating to the exercise of voting rights via the Internet.

	Transfer Agency Web Support		0120-652-031
	Hotline, Sumitomo Mitsui Trust Bank
		Business hours: 9:00 a.m. to 9:00 p.m.

To institutional investors

In addition to the exercise of voting rights via the Internet as stated above, you may use the electronic voting platform operated by ICJ, Inc. only if you apply for its use in advance.

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REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS

Proposals and References

Proposal No. 1	Appropriation of Surplus

One of the most important management policies of the Company is to increase corporate value while returning profits to our shareholders.

Our basic principle for dividends is to continue to implement stable dividend distribution according to our business performance, taking into comprehensive consideration the business trends, financial condition, and need to enhance our internal reserve for business expansion into the future; moreover, to flexibly implement repurchases of treasury stock and provide shareholder returns with an awareness of the total return ratio.

Based on the results for the fiscal year ended March 31, 2023, and the outlook for the business environment, we have decided to pay a year-end dividend of 42 yen per share, a 6-yen increase from that for the previous fiscal year, as summarized below.

1. Type of dividend property Cash
2. Matters concerning the allocation of dividend property to shareholders and the total amount thereof
   42 yen per share of common stock of the Company Total: 1,601,899,488 yen
3. Date on which the dividend of surplus takes effect June 29, 2023

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REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS

Proposal No. 2	Election of Nine (9) Directors

The terms of office of all current nine (9) Directors will expire at the conclusion of this General Meeting of Shareholders.

We therefore propose that nine (9) Directors (three (3) of whom are Outside Directors) be elected.

The candidates for Directors are as follows:

Attendance at

Candidate

Full name

Posts and responsibilities held at the Company

Term of office

Board of

No.

as Director

Directors

meetings

1

Kenichi Tanaka

Reappointment

Executive Director, Chairman

9 years

100%

(18/18)

2

Hideo Takahashi

Reappointment

Executive Director, President & Chief Executive

4 years

100%

Officer, Chief Compliance Officer (CCO)

(18/18)

Director, Managing Executive Officer, Director

92%

3

Hiroshi Okubo

Reappointment

of Corporate Administration & Planning

1 year

(12/13)

Headquarters

4

Kiyomitsu Yoshida

Reappointment

Director, Senior Managing Executive Officer,

5 years

94%

in charge of Organic Chemicals Business

(17/18)

5

Yasunobu Kawazoe

Reappointment

Director, Managing Executive Officer, Director

4 years

100%

of Finance & Accounting Headquarters

(18/18)

Director, Managing Executive Officer, Director

6

Masaki Shimojo

Reappointment

of Inorganic Chemicals Sales & Marketing, R&D

3 years

100%

Strategy Headquarters, Assistant Director of

(18/18)

R&D Strategy Headquarters

Reappointment

100%

7

Tatsuo Hanazawa

[Outside]

Director

4 years

(18/18)

Independent

Reappointment

94%

8

Satoshi Ando

[Outside]

Director

3 years

(17/18)

[Independent]

New

9

Akemi Uchida

appointment

-

-

[Outside]

[Independent]

－

New appointment

Candidate for new Director

Reappointment

Candidate for reappointment

[Outside] Outside Officer

[Independent]

Independent Officer

Notes:

1. Nomination of the candidates for Directors is decided at the Board of Directors after consulting with the Personnel Committee, consisting of independent Outside Directors and Outside Audit & Supervisory Board Members. The Board of Directors nominates the persons who are deemed appropriate as candidates for Directors after comprehensive examination of their personalities, knowledge, abilities, etc. based on the perspective of prompt and proper decision making.
2. The Company has concluded a directors and officers liability insurance contract with an insurance company, as prescribed in Article 430-3, Paragraph 1 of the Companies Act, with all Directors as the insured. The insurance covers legal damages and litigation expenses in the event that a claim for damages is made against the insured during the insurance period due to improper actions (including errors of omission) committed by the insured in his/her capacity as such. The Company is fully responsible for paying the insurance premium. The Company intends to include all candidates for Directors, if appointed, in the insured under this insurance contract. The Company intends to renew this insurance contract under the same terms when it comes due for renewal.

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