トリケミカル研究所（4369） – Notice of Convocation Annual General Meeting 2022

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. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation. To Shareholders with Voting Rights: (Stock Exchange Code 4369) April 6, 2022 Kiyoshi Tazuke President Tri Chemical Laboratories Inc. 8154-217 Uenohara, Uenohara-shi, Yamanashi NOTICE OF THE 44th ANNUAL GENERAL MEETING OF SHAREHOLDERS Dear Shareholders: We would like to express our appreciation for your continued support and patronage. We hereby notify you that the 44th Annual General Meeting of Shareholders of Tri Chemical Laboratories Inc. (the “Company”) will be held for the purposes as described below. In addition to attending the meeting in person, you can exercise your voting rights either in writing or via the Internet. Please review the attached Reference Documents for the General Meeting of Shareholders, confirm the “Guidance for Exercising Voting Rights” (Japanese only) to be hereinafter described and exercise your voting rights by 4:30 p.m. on Tuesday, April 26, 2022, Japan time. 1. Date and Time: Wednesday, April 27, 2022 at 10:00 a.m. Japan time (doors open at 9:00 a.m.) 2. Place: Training Room on 2nd floor of Tri Chemical Laboratories Inc. Annex, located at 8154-29 Uenohara, Uenohara-shi, Yamanashi, Japan 3. Meeting Agenda: Matters to be reported: 1. The Business Report and Consolidated Financial Statements for the Company’s 44th Fiscal Year (February 1, 2021 – January 31, 2022) and results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Board of Auditors 2. Non-Consolidated Financial Statements for the Company’s 44th Fiscal Year (February 1, 2021 – January 31, 2022) Proposals to be resolved: Proposal 1: Appropriation of Surplus Proposal 2: Proposal 3: Proposal 4: Proposal 5: Partial Amendments to the Articles of Incorporation Election of 4 Directors Election of 1 Auditor Election of 2 Substitute Auditors When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk. Should the Business Report, Non-Consolidated Financial Statements, Consolidated Financial Statements and Reference Documents for the General Meeting of Shareholders require revisions, the revised versions will be posted on the Company’s website (http://www.trichemical.com). – 1 – Reference Documents for the General Meeting of Shareholders Proposals and References Proposal 1: Appropriation of Surplus The Company acknowledges shareholder return as one of the important management priorities. Taking into consideration enhancement of internal reserves for future business development and strengthening of the financial structure, our policy is to, in the future, enable shareholder return by comprehensively considering performance trends and payout ratio, etc., while aiming for stable dividends for the time being. Based on the above policy, we propose that the year-end dividend for the current fiscal year to be as 2. Matters regarding the assignment of the dividend property and total amount thereof: follows. Cash 1. Type of dividend property: Dividend per common share of the Company ¥20 Total amount ¥649,941,200 3. Effective date of dividends of surplus: April 28, 2022 – 2 – Proposal 2: Partial Amendments to the Articles of Incorporation 1. Reasons for amendments The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the “Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022. Accordingly, in order to prepare for the introduction of the system for electronic provision of materials for general meetings of shareholders, the Articles of Incorporation of the Company shall be amended as follows. (1) The proposed Article 14, Paragraph 1 provides that information contained in the reference documents for the general meeting of shareholders, etc. shall be provided electronically. (2) The purpose of the proposed Article 14, Paragraph 2 is to establish a provision to limit the scope of matters to be included in the paper copy to be sent to shareholders who have requested it. (3) In line with the above establishment of the provisions, supplementary provisions related to the effective date, etc. shall be established. 2. Details of amendments The details of the amendments are as follows. Current Articles of Incorporation Proposed Amendments Article 1 to Article 13 Article 1 to Article 13 (Omitted) (Same as at present) (Amended parts are underlined.) Article 14 to Article 47 Article 15 to Article 48 (Omitted) (Measures for Electronic Provision, Etc.) Article 14 The Company shall, when convening a general meeting of shareholders, provide information contained in the reference documents for the general meeting of shareholders, etc. electronically. 2. Among the matters to be provided electronically, the Company may choose not to include all or part of the matters stipulated in the Ordinance of the Ministry of Justice in the paper copy to be sent to shareholders who have requested it by the record date for voting rights. (Article numbers moved down, with text of Articles unchanged) (Supplementary provisions) Article 1 The establishment of proposed Article 14 of the Articles of Incorporation shall come into effect on September 1, 2022, the date of enforcement of the amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) (the “Effective Date”). Article 2 The supplementary provisions shall be deleted after the Effective Date. – 3 – Proposal 3: Election of 4 Directors The candidates are as follows: The terms of office of all 10 Directors will expire at the conclusion of this year’s Annual General Meeting of Shareholders. Accordingly, the Company proposes the election of 4 Directors (including 2 External Directors). No. Name Positions and titles 1 2 3 4 Reappointment Jumpei Takenaka Chairman Reappointment Kiyoshi Tazuke President Reappointment External Independent Takeshi Jin Director Reappointment External Independent Shuji Ota Director Attendance at the Board of Directors meetings 94% (16/17) 100% (17/17) 100% (17/17) 100% (17/17) – 4 – No. Name (Date of birth) Past experience, positions, responsibilities and significant concurrent positions Jumpei Takenaka (September 1, 1940) Reappointment December 1978 Established the Company; President April 2001 June 2003 April 2009 April 2010 April 2016 There are no special interests between the candidate and the Company. Chairman President Director; Chairman Director; Advisor Chairman (current position) Number of shares of the Company held 4,163,840 1 2 [Reason for nomination as candidate for Director] As the founder of the Company, Mr. Jumpei Takenaka has directed and supervised the management of the Company, based on his extensive experience accumulated over the years as a business manager, and has committed to the growth of the businesses and enhancement of the Company’s corporate value. The Company nominated him as a candidate for Director again because we expect him to continue working on the enhancement of corporate value and to fulfill his role of supervising the deliberations and decisions of important matters as well as business execution as a Director. Kiyoshi Tazuke (October 21, 1964) Reappointment April 1987 July 2002 May 2004 April 2007 April 2012 April 2014 There are no special interests between the candidate and the Company. Joined the Company General Manager, Sales Department General Manager, Sales Headquarters Director; General Manager, Sales Headquarters Senior Executive Director President (current position) 305,100 [Reason for nomination as candidate for Director] Having extensive experience mainly in the sales department of the Company, Mr. Kiyoshi Tazuke assumed the position of President in April 2014, and since then has been working on formulating and implementing strategies for the enhancement of the Company’s corporate value in the medium to long term. The Company nominated him as a candidate for Director again because we expect him to continue working on the enhancement of corporate value, and fulfill his roles of supervising the deliberations and decisions of important matters and business execution, as well as roles of formulating and managing the execution of business strategies of the Company as a Director. – 5 – 3 4 No. Name (Date of birth) Past experience, positions, responsibilities and significant concurrent positions Takeshi Jin (March 21, 1938) Reappointment External Independent Registered at Daini Tokyo Bar Association Joined Chugai Law Office (current position) Auditor, the Company Legal Advisor Director, KANADEN CORPORATION (current position) Director, the Company (current position) April 1964 April 1964 August 2003 April 2005 June 2015 April 2016 [Significant concurrent positions] Director, KANADEN CORPORATION There are no special interests between the candidate and the Company. Number of shares of the Company held 65,800 [Reason for nomination as candidate for External Director and expected roles] Mr. Takeshi Jin has been fulfilling a function of decision-making at the Board of Directors meetings, etc. and to supervise the management of the Company by actively raising questions and offering advice in deliberations of proposals, etc. at the Board of Directors meeting from an independent perspective of External Director, particularly on the issue of corporate governance structure, based on his professional knowledge and experience as an attorney. He has also ensured transparency and objectivity related to appointment and compensation of officers, and the decision process thereof as a chairman of the Nomination and Compensation Committee, and appropriately fulfilled a role of External Director, providing advice, etc. on business execution and risk management systems centering on safety and quality control in addition to advice from legislative perspective. The Company requests his election because we believe he will continue to contribute significantly to the improvement of governance in the Company and the Company Group as an External Director. He will have served as an External Director of the Company for 6 years as of the conclusion of this Annual General Meeting of Shareholders Shuji Ota (December 16, 1951) Reappointment External Independent April 1975 July 2000 July 2013 April 2014 April 2017 June 2019 Joined Showa Audit Corporation (currently Ernst & Young ShinNihon LLC) Senior Partner Head, Shuji Ota CPA Office (current position) Auditor, the Company Director, the Company (current position) Audit & Supervisory Board Member, NIPPON CHEMI-CON CORPORATION (current position) [Significant concurrent positions] Head, Shuji Ota CPA Office Audit & Supervisory Board Member, NIPPON CHEMI-CON CORPORATION There are no special interests between the candidate and the Company. 6,500 [Reason for nomination as candidate for External Director and expected roles] Mr. Shuji Ota has been fulfilling a function of decision-making at the Board of Directors meetings, etc. and to supervise the management of the Company by actively raising questions and offering advice in deliberations of proposals, etc. at the Board of Directors meeting from an independent perspective of External Director, on issues such as the status of establishment of the Company’s internal control system as well as corporate governance structure, based on his professional knowledge and experience as a certified public accountant. He has also ensured transparency and objectivity related to appointment and compensation of officers, and the decision process thereof as a member of the Nomination and Compensation Committee, and appropriately fulfilled a role of External Director, confirming progress of business plans and operation of the Group companies, as well as providing advice, etc. thereon. The Company requests his election because we believe he will continue to contribute significantly to the improvement of governance in the Company and the Company Group as an External Director. He will have served as an External Director of the Company for 5 years as of the conclusion of this Annual General Meeting of Shareholders. (Notes) 1. Messrs. Takeshi Jin and Shuji Ota are candidates for External Directors. The Company has appointed Messrs. Takeshi Jin and Shuji Ota as independent directors as stipulated by Tokyo Stock Exchange, Inc. and notified the exchange to that effect. 2. The Company has entered into an agreement with Messrs. Takeshi Jin and Shuji Ota to limit their liability for damages pursuant to Article 423, Paragraph 1 of the Companies Act to the minimum amount stipulated in Article 425, Paragraph 1 of the Companies Act. If the two candidates are reappointed, the Company plans to continue the above liability limitation agreement with them. 3. The Company has concluded a directors and officers liability insurance agreement with an insurance company to compensate for damages including compensation for damages, settlement money, and legal expenses to be borne by the insureds. Each of the candidates will become an insured person under the insurance agreement. In addition, the Company plans to renew the insurance policy with the same conditions at the next renewal. – 6 – Proposal 4: Election of 1 Auditor The term of office of Auditor Motoharu Takamatsu will expire at the conclusion of this year’s Annual General Meeting of Shareholders. Accordingly, the Company proposes the election of 1 Auditor. The Board of Auditors has given its approval to this proposal. The candidate is as follows: Name (Date of birth) Motoharu Takamatsu (May 2, 1961) Reappointment Past experience, positions and significant concurrent positions September 2004 Joined the Company; General Manager, Quality Control Department February 2017 General Manager, Development Department Auditor (current position) April 2018 There are no special interests between the candidate and the Company. Number of shares of the Company held 96,100 [Reason for nomination as candidate for Auditor] Since joining the Company, Mr. Motoharu Takamatsu has held important positions in the quality control and development departments. In particular, he has extensive knowledge and experience on technologies and quality management of the Company. The Company requests his election because we expect he will utilize such knowledge and experience to conduct audit duties highly effectively. (Note) The Company has concluded a directors and officers liability insurance agreement with an insurance company to compensate for damages including compensation for damages, settlement money, and legal expenses to be borne by the insureds. The candidate will become an insured person under the insurance agreement. In addition, the Company plans to renew the insurance policy with the same conditions at the next renewal. – 7 – Proposal 5: Election of 2 Substitute Auditors To prevent a situation where the Company lacks the number of Auditors required by laws and regulations, pursuant to Article 329, Paragraph 3 of the Companies Act, the Company proposes the election of 2 Substitute Auditors. The candidates are as follows. Mr. Masakazu Nakagawa is a candidate for Auditor as the substitute for Mr. Motoharu Takamatsu, and Mr. Koji Sakakura is a candidate for External Auditor as the substitute for External Auditor Mr. Nobuyoshi Umezawa and External Auditor Mr. Michiaki Hagiwara. This proposal will be effective until the beginning of the next Annual General Meeting of Shareholders. The Board of Auditors has given its prior approval to this proposal. No. Name (Date of birth) Past experience, positions and significant concurrent positions Masakazu Nakagawa (June 20, 1963) Joined the Company April 1986 February 2001 General Manager, Quality Control Department February 2011 Manager, Cost Accounting Section (current position) There are no special interests between the candidate and the Company. Number of shares of the Company held 52,000 1 2 [Reason for nomination as candidate for Substitute Auditor] Since joining the Company, Mr. Masakazu Nakagawa has held important positions over the years in the production, quality control and administration departments and is deeply familiar with the Company’s operations. The Company requests his election because we believe he will adequately execute duties as an Auditor. Koji Sakakura (March 13, 1965) October 1992 Joined Ota Showa Audit Corporation (currently Ernst & Young ShinNihon LLC) Registered as a certified public accountant Head, Sakakura CPA Office (current position) Registered as a certified public tax accountant April 1997 August 2004 January 2005 There are no special interests between the candidate and the Company. – [Reason for nomination as candidate for Substitute External Auditor] Although Mr. Koji Sakakura has never been directly involved in corporate management, he is both a certified public accountant and a certified public tax accountant, and has deep insight regarding finance and accounting. The Company requests his election because we believe he will adequately execute duties as an External Auditor. (Notes) 1 Mr. Koji Sakakura is a candidate for Substitute External Auditor. If he is elected as an External Auditor, the Company plans to appoint him as an independent auditor as stipulated in the provisions of Tokyo Stock Exchange, Inc. and notify the exchange to that effect. 2 If Mr. Koji Sakakura is elected as an External Auditor, the Company plans to enter into an agreement with him to limit his liability for damages pursuant to Article 423, Paragraph 1 of the Companies Act to the minimum amount stipulated in Article 425, Paragraph 1 of the Companies Act. 3 The Company has concluded a directors and officers liability insurance agreement that insures Auditors of the Company with an insurance company to compensate for damages including compensation for damages, settlement money, and legal expenses to be borne by the insureds. If the election of each of the candidates is approved and they assume office as Auditors, they will become insured persons under the directors and officers liability insurance agreement. – 8 – (Reference) Experience and knowledge held by each candidate Position (scheduled) Corporate management Personnel strategy Sales Marketing Global Finance Accounting Production technology R & D Legal affairs Risk management ESG Sustainability Name Jumpei Takenaka Kiyoshi Tazuke Chairman President, C.E.O Takeshi Jin External Director Shuji Ota External Director Motoharu Takamatsu Nobuyoshi Umezawa Michiaki Hagiwara Standing Auditor External Auditor External Auditor 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 – 9 –