Nippon Shokubai : Convocation Notice of The 112th Ordinary General Meeting of Shareholders

This Convocation Notice is a translation of the Japanese language original "Teiji Kabunushisoukai Shoushugotsuchi," and is provided in English for reference purposes only. In the event of any discrepancy, the Japanese language 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: 4114 (Date of Dispatch: May 30, 2024)

(Starting Date of Measures for Electronic Provision: May 23, 2024)

To Our Shareholders

Kazuhiro Noda

Member of the Board, President

NIPPON SHOKUBAI CO., LTD.

4-1-1 Koraibashi, Chuo-ku, Osaka

Convocation Notice of the 112th Ordinary General Meeting of

Shareholders

NIPPON SHOKUBAI CO., LTD. (the "Company") will be holding the 112th Ordinary General Meeting of Shareholders. The meeting will be held as described below, and you are cordially invited to attend the meeting.

In convening this General Meeting of Shareholders, the Company has provided information contained in the "Reference Materials for the Ordinary General Meeting of Shareholders," etc. electronically (matters to be provided electronically), and posted such information on each of the following websites on the Internet. Please access any of them to check the information.

The Company website https://www.shokubai.co.jp/ja/ir/stock/shareholder/ (in Japanese)

Website of materials for General Meeting of Shareholders https://d.sokai.jp/4114/teiji/ (in Japanese)

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

(Access the Tokyo Stock Exchange website by using the internet address shown above, enter "NIPPON SHOKUBAI" in "Issue name (company name)" or the Company's securities code "4114" in "Code," and click "Search." 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].")

If you are unable to attend the meeting, you may exercise your voting rights via the Internet or in writing. Please review the "Reference Materials for the Ordinary General Meeting of Shareholders" and exercise your voting rights at https://evote.tr.mufg.jp/ (in Japanese), or indicate your intention to vote "for" or "against" each agenda item by returning the Voting Rights Exercise Form, by 5:00 p.m. on June 19, 2024 (Wednesday).

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1. Date/Time: June 20, 2024 (Thursday) 10:00 a.m. (reception starts: 9:00 a.m.)
2. Venue:Osaka Asahi Seimei Kaikan Building 8F, 4-2-16 Koraibashi, Chuo-ku, Osaka (Asahi Seimei Hall)
3. Meeting Agenda: [Matters to be Reported]
4. 1. Business report, consolidated financial statements, and financial statements for the 112th Term (from April 1, 2023 to March 31, 2024)
   2. Report on results of the audits conducted by the accounting auditor and the board of corporate auditors with respect to the consolidated financial statements for the 112th Term

[Matters to be Resolved]

1st Agenda item: Appropriation of Retained Earnings

2nd Agenda item: Election of Eight (8) Members of the Board

3rd Agenda item: Election of Two (2) Statutory Corporate Auditors

• If you attend the meeting in person, please present the Voting Rights Exercise Form to the reception desk at the meeting.
• There will be no distribution of souvenirs and no shareholders reception. We appreciate your understanding in advance.
• Among the matters to be provided electronically, the following items are not included in the documents delivered to shareholders who have requested delivery of the document in accordance with the provisions of laws and regulations and the Articles of Incorporation of the Company. The Statutory Corporate Auditors and the Accounting Auditor have audited the documents subject to audit, including the following matters:
• • "Consolidated Statements of Changes in Equity" and "Notes to Consolidated Financial Statements" of the Consolidated Financial Statements
  • "Nonconsolidated Statements of Changes in Equity" and "Notes to Nonconsolidated Financial Statements" of the Nonconsolidated Financial Statements
• If it becomes necessary to make an amendment to the matters to be provided electronically, the Company will post the matters before and after the amendment on each of the websites that provide the matters electronically.
• We have sent summary materials, excerpts from the "Reference Materials for the Ordinary General Meeting of Shareholders" and the "Business Report," to shareholders who have not requested delivery of documents with the aim of reducing the use of paper resources while also providing the necessary information for them to exercise their voting rights. We are expected to send such summary materials to those shareholders for the next General Meeting of Shareholders and thereafter. Shareholders who wish to receive matters to be provided electronically (excluding matters not stated on delivered documents) in paper-based format are requested to complete the procedures for requesting delivery of documents by the Company's record date.
  [Inquiries on the electronic provision system and requests for document delivery] Dedicated dial for the electronic provision systems, Securities Transfer Agency Division, Mitsubishi UFJ Trust and Banking Corporation
  0120-696-505 (Business hours: From 9:00 a.m. to 5:00 p.m. excluding Saturdays, Sundays, and public holidays)

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Reference Materials for the Ordinary General Meeting of Shareholders

Agenda and Reference Matters:

Agenda Item No. 1: Appropriation of Retained Earnings

The Company distributes dividends under a basic policy of aiming to improve medium- to long-term dividend levels in line with projected trends in consolidated earnings, while at the same time taking an overall view to expand the business and strengthen the corporate structure, and in consideration of the dividend payout ratio.

Meanwhile, to maintain competitiveness and continue growth into the future, aggressive capital investment, strategic investment, and R&D investment are essential. The Company will therefore allocate profits by taking into consideration a balance between dividends and internal reserves.

During the period of the Mid-term Management Plan "TechnoAmenity for the future-I" formulated in March 2022, the Company aims to achieve a shareholder return with a dividend payout ratio of 40%, while securing sufficient financial resources for investment in growth and maintaining competitiveness, and pursuing capital efficiency at the same time.

Under the above basic policy, in consideration of the business environment, earnings, and future business development, the Company proposes the year-end dividend per share for the fiscal year 2023 stated below. Together with the interim dividend of 90 yen per share paid, the annual dividend for the fiscal year ended March 31, 2024 (the "current fiscal year") will be 180 yen per share, the same amount as the previous year, which was a record high.

(Note) The Company carried out a four-for-one stock split effective from April 1, 2024. We will pay the year-end dividend based on the number of shares held prior to the stock split, since the dividend record date is March 31, 2024.

1. Type of Dividend: Cash
2. Dividend Payment and Total Amount:
   90.00 yen per share of common stock of the Company Total amount of dividends: 3,479,462,100 yen

(3) Effective Date of Distribution of Retained Earnings:

June 21, 2024

(Notes) 1. The Company has adopted International Financial Reporting Standards (IFRS) since the 107th Term, and the consolidated dividend payout ratio for the 106th Term and earlier terms is in accordance with generally accepted accounting principles in Japan (JGAAP).

2. No dividend payout ratio is presented for the 109th Term because a loss was recorded.

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Agenda Item No. 2: Election of Eight (8) Members of the Board

As the terms of office of all eight (8) Members of the Board will expire at the conclusion of this Ordinary General Meeting of Shareholders, we are submitting the following eight (8) candidates for election as Members of the Board.

The candidates for Member of the Board are as follows:

No.

Name

Positions

Responsibilities

Attendance

at the Board

meetings

Attribute

		Kazuhiro Noda	Member of the
	1
	Board	―	15/15	Reelection
			President & CEO
			Member of the	Administration, HR, Finance,
	2	Kuniaki Takagi	Board
	Accounting,	15/15	Reelection
			Managing	General Affairs & HR Division
			Executive Officer
			Member of the	Business Sector, Purchasing &
		Masahiro	Logistics, Business Planning,
		Board
	3
	Director of Basic Materials Business	15/15	Reelection
	Watanabe	Managing
		Division,
			Executive Officer
			Battery Business Solutions Division
				Innovation & Business Development,
				Corporate Research Division,
			Member of the	GX Research & Development Division,
			Health & Medical Business Division,
	4	Yasutaka Sumida	Board
	Cosmetics Business Division,	15/15	Reelection
			Managing	R&D Management Dept.,
			Executive Officer
			Water & Environment Solutions
				Business Dept.,
				Printing Materials Business Dept.
				Production & Technology,
			Member of the	DX Promotion Division,
		Yukihiro	Production Division,
	5	Board
	Engineering Division,	11/11	Reelection
	Matsumoto	Managing
		IONEL Technology Dept.,
			Executive Officer
			IONEL Domestic Location Preparation

Dept.,

6	Tetsuo Setoguchi	Member of the	―	15/15
		Board (Outside)

Reelection

Outside

Independent

7	Miyuki Sakurai	Member of the	―	15/15
		Board (Outside)

Reelection

Outside

Independent

8	Akiko Ikeda	―	―	―

New

election

Outside

Independent

Reelection

Candidate for reelection

New

election

Candidate for new election

Outside

Candidate for Outside Member of the Board

Independent

Candidate for Independent Officer

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No.	Name		Profile	Number of
(Positions, responsibility in the Company and/or important	Shares of the
(Date of birth)
		positions concurrently held at other companies)	Company Owned
	Kazuhiro Noda	Apr. 1986	Joined the Company
	(Jan. 21, 1963)	Apr. 2005	General Manager of Superabsorbents Sales
	Reelection		Department
	Apr. 2011	General Manager of Corporate Planning Division
	Attendance at the	Apr. 2015	Deputy Director of Corporate Planning Division
	Board meetings		and General Manager of Group Management and
	during the current		Project Planning Department
	fiscal year:	Apr. 2017	Director of Superabsorbents Business Division
	15/15 meetings
	June 2018	Executive Officer
	Number of years in
1	June 2020	Member of the Board, Managing Executive	14,400 shares
office at the
	conclusion of this		Officer
		Director of Corporate Planning Division
	General Meeting of
	June 2022	Member of the Board, President & CEO (current)
	Shareholders
	4 years
	Mr. Kazuhiro Noda has been serving as Member of the Board and President to play
	key roles in the Company's management, including the execution of Mid-term
	Management Plans. The Company believes that he will appropriately make
	decisions on the Company's management and provide supervision based on his
	achievements. Thus, the Company proposes him to continue as a Member of the
	Board.
	Kuniaki Takagi	Apr. 1987	Joined Sumitomo Chemical Co., Ltd.
	(May 19, 1963)	Apr. 2019	Joined the Company as an entrusted worker
	Reelection	May 2019	Director of General Affairs & HR Division
	Attendance at the	June 2019	Executive Officer
	June 2020	Member of the Board and Managing Executive
	Board meetings
		Officer (current)
	during the current
	(Current responsibility in the Company)
	fiscal year:
	15/15 meetings	Administration, HR, Finance, Accounting
	Number of years in	General Affairs & HR Division
	office at the
2	conclusion of this			11,600 shares
General Meeting of
	Shareholders
	4 years
	Mr. Kuniaki Takagi has been mostly engaging in planning, administration, and
	finance divisions and overseas services for a long time and has achievements in
	strengthening the corporate governance system and executing management
	strategies from a global perspective. In addition, he has been serving as Executive
	Officer in charge of Administration, HR, Finance, and Accounting to play a central
	role in the formulation and introduction of a new human resource system to
	promote efforts to reform the organization. The Company believes that he will
	appropriately make decisions on the Company's management and provide
	supervision based on his achievements. Thus, the Company proposes him to
	continue as a Member of the Board.
			5

No.	Name		Profile	Number of
(Positions, responsibility in the Company and/or important	Shares of the
(Date of birth)
		positions concurrently held at other companies)	Company Owned
	Masahiro	Apr. 1984	Joined the Company
	Watanabe	Apr. 2009	General Manager of Raw Materials Purchasing
	(Dec. 6, 1960)		Department
	Reelection	Apr. 2013	General Manager of Performance Polymers Sales
		& Marketing Department
	Attendance at the	Apr. 2016	Director of Purchasing & Logistics Division
	Board meetings	June 2018	Executive Officer
	during the current
		President and Representative Director of Nisshoku
	fiscal year:
		Butsuryu Co., Ltd.
	15/15 meetings
	June 2021	Member of the Board and Managing Executive
	Number of years in		Officer (current)
3	office at the	(Current responsibilities in the Company)	8,400 shares
conclusion of this	Business Sector, Purchasing & Logistics, Business Planning
	General Meeting of	Director of Basic Materials Business Division
	Shareholders	Battery Business Solutions Division
	3 years
	Mr. Masahiro Watanabe has been engaging in purchasing & logistics divisions and
	sales & marketing divisions for a long time and has achievements in formulation
	and execution of purchasing and logistics strategies and strengthening the sales
	foundation, etc. In addition, he has been serving as Executive Officer in charge of
	Business Sector, Purchasing & Logistics, Business Planning to expand the Solutions
	business and to strengthen the Materials business. The Company believes that he
	will appropriately make decisions on the Company's management and provide
	supervision based on his achievements. Thus, the Company proposes him to
	continue as a Member of the Board.

6

No.	Name		Profile	Number of
(Positions, responsibility in the Company and/or important	Shares of the
(Date of birth)
		positions concurrently held at other companies)	Company Owned
	Yasutaka	Apr. 1991	Joined the Company
	Sumida	Apr. 2017	General Manager of Research Center
	(Oct. 4, 1963)
	Apr. 2020	Director of Innovation & Business Development
	Reelection		Division
	Attendance at the	June 2020	Executive Officer
	June 2021	Member of the Board and Managing Executive
	Board meetings
		Officer (current)
	during the current
	(Current responsibility in the Company)
	fiscal year:
	15/15 meetings	Innovation & Business Development
		Corporate Research Division
	Number of years in	GX Research & Development Division
4	office at the	Health & Medical Business Division	9,968 shares
conclusion of this	Cosmetics Business Division
	General Meeting of	R&D Management Department
	Shareholders	Water & Environment Solutions Business Department
	3 years	Printing Materials Business Department
	Mr. Yasutaka Sumida has been engaging in research and development divisions for
	a long time and has achievements in strengthening the research and development
	capabilities and promoting open innovation, etc. In addition, he has been serving as
	Executive Officer in charge of Innovation & Business Development to accelerate
	the creation of new businesses and products and spearhead research and
	development toward the achievement of carbon neutrality. The Company believes
	that he will appropriately make decisions on the Company's management and
	provide supervision based on his achievements. Thus, the Company proposes him
	to continue as a Member of the Board.

7

No.	Name		Profile	Number of
(Positions, responsibility in the Company and/or important	Shares of the
(Date of birth)
		positions concurrently held at other companies)	Company Owned
		Apr. 1988	Joined the Company
		Jul. 2004	Vice President of Singapore Acrylic PTE LTD
			Vice President of SINGAPORE GLACIAL
	Yukihiro		ACLYRIC PTE. LTD. (at present, NIPPON
		SHOKUBAI (ASIA) PTE. LTD.)
	Matsumoto
	Apr. 2009	General Manager of Technology Department of
	(Jan. 24, 1964)
			Himeji Plant
	Reelection	Apr. 2014	Director of Production Division
	Attendance at the	Apr. 2016	Director of Corporate Planning Division
	Board meetings	June 2016	Member of the Board, Executive Officer
	during the current	June 2020	Managing Executive Officer
	fiscal year:
		Plant Manager of Himeji Plant
	11/11 meetings
	June 2022	Director of Production Division
	Number of years in
	June 2023 Member of the Board and Managing Executive
	office at the
		Officer (current)
5	conclusion of this		18,000 shares
(Current responsibility in the Company)
	General Meeting of
	Shareholders	Production & Technology
	1 year	DX Promotion Division
		Production Division
		Engineering Division
		IONEL Technology Department
		IONEL Domestic Location Preparation Department

Mr. Yukihiro Matsumoto has been engaging in production and technology divisions and overseas services for a long time and has achievements in launching manufacturing sites in Japan and overseas and promoting responsible care, etc. In addition, he has been serving as Executive Officer of Production & Technology to promote efforts to improve productivity through the introduction of highly efficient production technology in the acrylic business and other measures to strengthen the global production and supply system. The Company believes that he will appropriately make decisions on the Company's management and provide supervision based on his achievements. Thus, the Company proposes him to continue as a Member of the Board.

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No.	Name		Profile	Number of
(Positions, responsibility in the Company and/or important	Shares of the
(Date of birth)
		positions concurrently held at other companies)	Company Owned
	Tetsuo	Apr. 1981	Joined Osaka Gas Co., Ltd.
	Setoguchi	Apr. 2015	Representative Director Executive Vice President
	(Feb. 17, 1957)
		of Osaka Gas Co., Ltd.
	Reelection	Apr. 2018	Director of Osaka Gas Co., Ltd.
	Outside Member of	June 2018	Outside Member of the Board at the Company
		(current)
	the Board		Advisor to Osaka Gas Co., Ltd. (current)
	Independent Officer	Apr. 2020	Chairman and Director of OSAKA GAS URBAN
		DEVELOPMENT Co., Ltd.
	Attendance at the	June 2021	Outside Auditor of YOMIURI TELECASTING
	Board meetings		CORPORATION (current)
	during the current	Apr. 2022	Chairman and Director of OGIS-RI Co., Ltd.
	fiscal year:
		(current)
	15/15 meetings
6			-
	Number of years in
	office at the
	conclusion of this
	General Meeting of
	Shareholders
	6 years

The Company requests the reelection of Mr. Tetsuo Setoguchi for him to serve as an Outside Member of the Board in the expectation that he will offer valuable opinions and proposals that would benefit the Company's management and provide supervision from an independent position based on his experience in corporate management in the manufacturing industry and at a company with high public utility properties, in addition to his past achievements as an Outside Member of the Board of the Company.

9

No.	Name		Profile	Number of
(Positions, responsibility in the Company and/or important	Shares of the
(Date of birth)
		positions concurrently held at other companies)	Company Owned
	Miyuki Sakurai	Apr. 1992	Registered as attorney-at-law
	(Dec. 15, 1964)		Joined Nishimura Law and Accounting Office
	Reelection	May 2003	Partner of Hanamizuki Law Office (current)
	Outside Member of	Mar. 2015	Auditor of Nissay Life Foundation (current)
	the Board	Apr. 2016	Auditor of Osaka University (current)
	Independent Officer	June 2017	External Director of Nippon Shinyaku Co., Ltd.
	Attendance at the		(current)
	June 2020	Outside Member of the Board at the Company
	Board meetings
	during the current		(current)
	fiscal year:	June 2022	Outside Auditor of MBS MEDIA HOLDINGS,
	15/15 meetings
		INC. (current)
7	Number of years in			-
office at the
	conclusion of this
	General Meeting of
	Shareholders
	4 years

The Company requests the reelection of Ms. Miyuki Sakurai for her to serve as an Outside Member of the Board in the expectation that she will offer valuable opinions and proposals that would benefit the Company's management and provide supervision from an independent position based on her highly professional expertise and a wealth of experience as attorney-at-law and achievements as External Director of other companies, in addition to her past achievements as an Outside Member of the Board of the Company. Although she has never been involved in corporate management in any way other than as an outside officer, for the reasons stated above, we believe that she will be able to appropriately perform her duties as an Outside Member of the Board of the Company.

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