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NOTICE of the CONVOCATION of the 148Th ORDINARY GENERAL MEETING of SHAREHOLDERS

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NOTICE of the CONVOCATION of the 148Th ORDINARY GENERAL MEETING of SHAREHOLDERS This document has partly 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: 4021 May 31, 2018 To Those Shareholders with Voting Rights Kojiro Kinoshita Representative Director, President & CEO Nissan Chemical Industries, Ltd. 7-1, Kanda Nishiki-cho 3-chome, Chiyoda-ku, Tokyo, JAPAN NOTICE OF THE CONVOCATION OF THE 148th ORDINARY GENERAL MEETING OF SHAREHOLDERS You are cordially invited to attend the 148th Ordinary General Meeting of Shareholders of Nissan Chemical Industries, Ltd. (the “Company”). The meeting will be held as described below. If you are unable to attend the meeting, you can exercise your voting rights by either of the following means. Please review the Reference Documents for the General Meeting of Shareholders, and exercise your voting rights. Exercise of Voting Rights in Writing Please indicate your votes for or against the proposals on the enclosed Voting Rights Exercise Form and return it to the Company, ensuring that the form reaches us by 5:40 p.m., Tuesday, June 26, 2018. Exercise of Voting Rights via the Internet, etc. Please access the website for exercising voting rights as indicated in the enclosed Voting Rights Exercise Form and exercise your voting rights by 5:40 p.m., Tuesday, June 26, 2018 (please refer to page 2 hereof). 1. Date and Time: Wednesday, June 27, 2018 at 10:00 a.m. (Reception starts at 9:15 a.m.) 2. Place: Josui Kaikan, 2F, Star Hall 1-1, Hitotsubashi 2-chome, Chiyoda-ku, Tokyo, Japan 3. Agenda of the Meeting: Matters to be reported: 1. The Business Report and the Consolidated Financial Statements for the 148th fiscal year (from April 1, 2017 to March 31, 2018) and results of audits by the Accounting Auditors and the Audit & Supervisory Board of the Consolidated Financial Statements 2. The Non-Consolidated Financial Statements for the 148th fiscal year (from April 1, 2017 to March 31, 2018) Proposals to be resolved: Proposal No. 1: Appropriation of Surplus Proposal No. 2: Partial Amendments to the Articles of Incorporation Proposal No. 3: Election of Eight (8) Directors Proposal No. 4: Election of One (1) Corporate Auditor 1 * For those attending the meeting, please present the enclosed Voting Rights Exercise Form at the reception desk on arrival. * Included in the documents that should be provided by the Company when providing the notice of convocation for this Ordinary General Meeting of Shareholders are the notes to consolidated financial statements and the notes to non-consolidated financial statements. As provided for by the relevant laws and regulations and Article 19 of the Company’s Articles of Incorporation, these documents are posted on the Company’s website (http://www.nissanchem.co.jp/) and are not included in the accompanying material to this document. In addition to the accompanying material to the notice of convocation for this Ordinary General Meeting of Shareholders, the materials audited by the Audit & Supervisory Board and the Accounting Auditors include the notes to consolidated financial statements and the notes to non-consolidated financial statements will be posted on the Company’s website indicated above. * When it is necessary to modify the matters stated in the Reference Documents for the General Meeting of Shareholders, the Business Report, the Non-Consolidated Financial Statements and the Consolidated Financial Statements, please understand that any matters if modified will be shown on the Company’s website (http://www.nissanchem.co.jp/). * The Company participates in the Electronic Voting Rights Exercise Platform for “institutional investors” operated by ICJ Inc. The Company’s website (http://www.nissanchem.co.jp/) 2 Reference Documents for the General Meeting of Shareholders Proposal No. 1: Appropriation of Surplus The Company upholds the basic policy of working to improve corporate value from a medium-to-long term viewpoint and providing return of its profits to the shareholders. After taking into consideration such factors as operating performance, business environment and preparation for future business development, the Company proposes the year-end dividend for the current fiscal year as follows. (1) Type of dividend property Cash (2) Matters related to distribution of dividend property and the total amount The Company proposes to pay ¥36 per common share of the Company. Under this proposal, the total amount of dividends paid is ¥5,380,755,768. As the Company paid an interim dividend of ¥32, the annual dividend for the current fiscal year is ¥68 per share. (3) Effective date of the distribution of surplus June 28, 2018 3 Proposal No. 2: Partial Amendments to the Articles of Incorporation The Company proposes to make partial amendments to the current Articles of Incorporation as described below. 1. Reasons for the amendments (1) Since its founding in 1887, the Company has continued to attempt new businesses with a focus on achieving innovative technologies that move society forward. We now provide products and services to customers all over the world in four business domains: Chemicals, Performance Materials, Agricultural Chemicals, and Pharmaceuticals. And in April 2016 we launched Long-term Business Plan “Progress 2030” for the period to 2030 out of recognition that expanding our business domains was a key to achieving sustainable growth for the Company Group. We are already conducting our businesses across industry lines, and will be doing more in this respect in the years to come. This is why, in order to match the Company’s name to its business activities, we will be changing our company name from Nissan Chemical Industries, Ltd. to Nissan Chemical Corporation, and will be making all necessary changes to Article 1 (Company Name) in the current Articles of Incorporation. We will add a supplementary provision stating that July 1, 2018 will be the effective date of these changes. (2) In an effort to manage risks such as those resulting from natural disasters and to increase the certainty of business continuity, the Company intends to relocate its main office. Accordingly, the Company proposes the amendments to change the location of its head office from Chiyoda-ku, Tokyo to Chuo-ku, Tokyo and other necessary amendments under Article 3 of the current Articles of Incorporation. Furthermore, the supplementary provision that the amendments shall take effect on July 1, 2018 shall be newly established. 2. Details of the amendments Details of the amendments are as follows. (Underlined portions indicate the proposed amendments.) Current Articles of Incorporation Proposed Amendments CHAPTER 1. GENERAL PROVISIONS CHAPTER 1. GENERAL PROVISIONS (Company Name) (Company Name) Article 1 Article 1 The name of the company shall be “Nissan Kagaku The name of the company shall be “Nissan Kagaku Kogyo Kabushiki Kaisha,” which is expressed in English Kabushiki Kaisha,” which is expressed in English as as “Nissan Chemical Industries, Ltd.” (hereinafter “Nissan Chemical Corporation” (hereinafter referred to referred to as “the Company”). as “the Company”). (Location of Head Office) (Location of Head Office) Article 3 Article 3 The head office of the Company shall be located in The head office of the Company shall be located in Chiyoda-ku, Tokyo. Chuo-ku, Tokyo. (Newly established) Supplementary Provision The amendments to Articles 1 and 3 shall take effect on July 1, 2018. Meanwhile, the supplementary provision shall be deleted after the effective date of the amendments to Articles 1 and 3. 4 Proposal No. 3: Election of Eight (8) Directors The terms of office of all nine (9) Directors will expire at the conclusion of this Ordinary General Meeting of Shareholders. Accordingly, the election of eight (8) Directors, including two (2) Outside Directors, is proposed. The candidates for Directors are as follows: Candidate Name Position/responsibilities in the Company Attribute No. Representative Director, President & 1 Kojiro Kinoshita Reelection CEO Director, Senior Executive Vice President Corporate Strategy & Coordination CFO 2 Junichi Miyazaki Internal Audit Department, Finance Reelection & Accounting Department, and Environment, Safety & Quality Assurance Department Director, Senior Executive Vice President R&D, Intellectual Property Department, 3 Hiroyoshi Fukuro Reelection Advanced Materials & Planning Department, Research Planning Department, and Pharmaceuticals Division Director, Managing Executive Officer 4 Katsuaki Miyaji Head of Corporate Planning Reelection Department CRO Director, Managing Executive Officer 5 Takashi Honda Reelection Head of Agricultural Chemicals Division Managing Executive Officer New 6 Hitoshi Suzuki Head of Performance Materials Candidate Division Reelection Outside Independent 7 Tisato Kajiyama Outside Director Director Officer Reelection Outside Independent 8 Tadashi Ohe Outside Director Director Officer 5 Name Number of the No. Career summary, position/responsibilities in the Company and Company’s (Date of birth) significant positions concurrently held outside the Company shares held Apr. 1977 Joined the Company Jun. 2002 Director, Head of Corporate Planning Department Jun. 2006 Managing Director Jun. 2008 Representative Director, President & CEO (to the present) Kojiro Kinoshita 93,200 (April 19, 1948) Reelection 1 Attendance at meetings
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