Agc Inc. TSE:5201

AGC : Notice to Convene the 101st Ordinary General Meeting of Shareholders

Published

Source: MarketScreener

TRANSLATION FOR REFERENCE PURPOSES ONLY

This is a translation of the Notice to Convene the 101stOrdinary General Meeting of Shareholders, dated March 4, 2026, which is prepared for reference purposes only. In the event of any discrepancy between the original Japanese text and this translated English text, the original Japanese text shall prevail.

Notice to Convene the 101st Ordinary General Meeting of Shareholders AGC Inc.

(Security Code: 5201)

Table of Contents

Notice to Convene the 101st Ordinary General Meeting of Shareholders 2

Reference Documents for the General Meeting of Shareholders

Proposal No. 1: Appropriation of Surplus 4

Proposal No. 2: Partial Amendment to the Articles of Incorporation 5

Proposal No. 3: Election of Six Directors (excluding Directors who are Audit & Supervisory Committee Members) 13

Proposal No. 4: Election of Four Directors who are Audit & Supervisory Committee Members

. 19

Proposal No. 5: Determination of the Amount of Remuneration, etc. for Directors (excluding Directors who are Audit & Supervisory Committee Members) 28

Proposal No. 6: Determination of the Amount of Remuneration, etc. for Directors who are Audit & Supervisory Committee Members 29

Proposal No. 7: Revision of the Stock Compensation Plan for Directors (excluding Directors who are Audit & Supervisory Committee Members), etc. 30

Business Report 34 Consolidated Financial Statements 52

March 4, 2026

Yoshinori Hirai Representative Director



1-5-1, Marunouchi, Chiyoda-ku, Tokyo

Dear Shareholders:

‌Notice to Convene the 101stOrdinary General Meeting of Shareholders

Notice is served that the 101stOrdinary General Meeting of Shareholders of AGC Inc. ("Company") is to be held as below. The scene on the day of the General Meeting of Shareholders may be viewed by relayed live Internet streaming as well. (For how to view, please see the enclosed appendix "Guide to the Live Relay of the General Meeting of Shareholders and Questions in Advance.")

In case you do not attend in person on the day, you may exercise your voting rights via the Internet or in writing (through postal mail) in advance. Please exercise your voting rights by no later than 5:00 p.m. on Thursday, March 26, 2026, (local time) after reviewing the attached Reference Documents for the General Meeting of Shareholders.

  1. Date and Time: Friday, March 27, 2026, at 10:00 a.m. (Reception begins at 9:00 a.m.)

  2. Place: Rose, 3rdFloor, Tokyo Kaikan

    3-2-1, Marunouchi, Chiyoda-ku, Tokyo

  3. Meeting Agenda: Report Matters:

    1. Report of the Business Report, Consolidated Financial Statements, and Accounting Auditor's and Audit & Supervisory Board's Audit Reports of the Consolidated Financial Statements for the 101stTerm (from January 1, 2025, to December 31, 2025)

    2. Report of the Non-Consolidated Financial Statements for the 101stTerm (from January 1, 2025, to December 31, 2025)

      Resolution Matters: Proposal No. 1: Appropriation of Surplus Proposal No. 2: Partial Amendments to the Articles of Incorporation Proposal No. 3: Election of Six Directors (excluding Directors who are Audit & Supervisory Committee Members) Proposal No. 4: Election of Four Directors who are Audit & Supervisory Committee Members Proposal No. 5: Determination of the Amount of Remuneration, etc. for Directors (excluding Directors who are Audit & Supervisory Committee Members) Proposal No. 6: Determination of the Amount of Remuneration, etc. for Directors who are Audit & Supervisory Committee Members Proposal No. 7: Revision of the Stock Compensation Plan for Directors (excluding Directors who are Audit & Supervisory Committee Members), etc.

  4. Matters Concerning Exercise of Voting Rights

    1. In case the voting rights are exercised both via the Internet and by sending the voting form through postal mail, the voting rights exercised via the Internet will be considered as valid.

    2. In case the voting rights are exercised multiple times via the Internet, the last exercise of the voting rights will be considered as valid.

    3. In case your approval or disapproval of each proposal is not indicated in the voting form returned, it will be treated as if your approval has been indicated.

  5. Matters Provided by Electronic Measures

    1. On the occasion of convening this General Meeting of Shareholders, measures for electronic provision are taken on information contained in the Reference Documents for the General Meeting of Shareholders, etc. (matters provided by electronic measures), which is posted on the Company's website on the Internet as the "Notice to Convene the 101stOrdinary General Meeting of Shareholders" and "Materials for the 101stOrdinary General Meeting of Shareholders (Matters omitted from paper-based documents delivered)," so please access and check the Company's website below.

      Company's website: https://www.agc.com/en/ir/stock/meeting/index.html

      Matters provided by electronic measures are posted not only on the website above but also on the Tokyo Stock Exchange (TSE) website, so please access the TSE website (TSE Listed Company Announcements Service) below, enter and search for the issue name (AGC Inc.) or code (5201), select "Basic information" and "Documents for public inspection/PR information," and then check them in "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting]" column under "Filed information available for public inspection".

      TSE website (TSE Listed Company Announcements Service): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

    2. Based on the laws and regulations and Article 15 of the Company's Articles of Incorporation, the following matters, among the matters provided by electronic measures, are not stated in the paper-based documents delivered to shareholders who have made a request for delivery of such documents. The Audit & Supervisory Board Members and the Accounting Auditor audited documents which are subject to their audit, including the following matters.

      1. Business Report: " Status of Employees," "Main Lenders," "Matters Concerning Stock Acquisition Rights of the Company," "Outline of Liability Limitation Contracts," "Outline of Directors' and Officers' Liability Insurance Contracts," "Matters Concerning Outside Officers," "Matters Concerning Accounting Auditors," and "Corporate Policy over Internal Control and the Operational Status of Internal Control"

      2. Consolidated Financial Statements: "Consolidated Statements of Changes in Equity" and "Notes to the Consolidated Financial Statements"

      3. Non-Consolidated Financial Statements: "Balance Sheets," "Statements of Operation," "Statements of Changes in Net Assets" and "Notes to the Non-Consolidated Financial Statements"

      4. Audit Reports: "Accounting Auditor's Audit Report Regarding Consolidated Financial Statements," "Accounting Auditor's Audit Report," and "Audit & Supervisory Board's Audit Report"

END

Note:

If any correction to the matters provided by electronic measures occurs, such occurrence, matters before the correction and matters after the correction will be posted on the above Company's website and TSE website on the Internet.

‌Reference Documents for the General Meeting of Shareholders Proposals and Reference Matters ‌Proposal No. 1: Appropriation of Surplus

The AGC Group will, while maintaining financial soundness, prioritize the use of cash generated from business activities for capital investment in strategic businesses and other areas necessary for future growth, M&A, and R&D, etc.

On shareholder return, the Company will maintain stable dividends with a target ratio of dividends attributable to owners of parent company (DOE) of around 3% while comprehensively considering such factors as consolidated business performance in the fiscal year under review and future demand for funds. In addition, the Company will make comprehensive decisions concerning the acquisition of treasury shares, while taking into consideration comparisons with other investment projects, capital efficiency, and financial position.

On the appropriation of surplus for this term, the proposal is made under this policy as follows:

Matters concerning year-end dividends

Taking into account the business performance for this term, managerial environment, future business development, etc., the proposal is 105 yen per share.

  1. Matters concerning the allocation of dividend property for shareholders and their total amount

    105 yen per ordinary share of the Company Total amount: 22,298,238,795 yen

  2. Effective date of payment of dividends March 30, 2026

If this proposal is approved and adopted as proposed, the annual dividends per share for this term, including the interim dividends, will be 210 yen per share, which is the same amount as the previous term.

‌Proposal No. 2: Partial Amendment to the Articles of Incorporation

  1. Reasons for the Amendments

    1. To realize value creation based on the AGC Group's competitive advantages and further strengthen the supervisory function of the Board of Directors, the Company intends to transition to a "Company with an Audit & Supervisory Committee" and to establish a Board of Directors where Outside Directors constitute the majority. In this transition, we will redefine the roles of the Board as: "setting the overall direction of management from a longterm perspective," "encouraging appropriate risk-taking by the management," and "overseeing the realization of value creation and evaluating and appointing executive officers." On such basis, we will build a structure that maximizes these roles and deepen discussions to accelerate the AGC Group's value creation.

    2. In conjunction with the transition to a Company with an Audit & Supervisory Committee, the Company will make necessary amendments such as newly establishing provisions concerning Audit & Supervisory Committee Members and the Audit & Supervisory Committee, deleting provisions concerning Audit & Supervisory Board Members and the Audit & Supervisory Board, and establishing provisions related to the delegation of decision on important business executions.

    3. In line with the addition and deletion of articles, necessary amendments such as renumbering of articles and adding paragraph numbers will be made.

  2. Details of the Amendments

The details of the amendments are as follows. The amendments to the Articles of Incorporation under this proposal shall take effect upon the conclusion of this General Meeting of Shareholders.

(Underlined portions indicate amendments)

Current Articles of Incorporation

Proposed Amendments

CHAPTER I GENERAL PROVISIONS

CHAPTER I GENERAL PROVISIONS

Article 1. (Trade Name)

The name of the Company shall be AGC Kabushiki Kaisha, and in English, shall be AGC Inc.

Article 1. (Trade Name)

The name of the Company shall be AGC Kabushiki Kaisha.

2. In English, the name of the Company shall be AGC Inc.

Article 2. (Purpose)

The purpose of the Company shall be to engage in the following businesses:

  1. Manufacture, processing, sale and purchase of the following products and composite products:

    1. Flat glass, fabricated glass, flat panel display glass and other glass products.

    2. Refractories, refractory materials and other ceramic products.

    3. Inorganic and organic industrial chemicals, synthetic resins, medical and

Article 2. (Purpose)

The purpose of the Company shall be to engage in the following businesses:

  1. Manufacture, processing, sale and purchase of the following products and composite products:

    1. Flat glass, fabricated glass, flat panel display glass and other glass products.

    2. Refractories, refractory materials and other ceramic products.

    3. Inorganic and organic industrial chemicals, synthetic resins, medical and

Current Articles of Incorporation

Proposed Amendments

pharmaceutical products, regenerative

medicine products, and other chemical and biotechnological products.

  1. Medical treatment implements, physical and chemical appliances, other precision instruments, electric and electronic appliances, and parts and materials therefor.

  2. Materials for civil engineering and architecture.

  3. Anti-pollution equipment and facilities.

  1. Manufacture, sale and purchase of equipment and units relating to the products enumerated in the preceding subparagraph.

  2. Sale and purchase of technology and other information relating to any of the preceding subparagraphs.

  3. Design, supervision and execution of civil engineering and architectural works.

  4. Mining, processing, sale, and purchase of oil, combustible natural gas and other minerals.

  5. Sale, purchase, lease, brokering and maintenance of real estate.

  6. Loan, guarantee of debt and factoring.

  7. Sale, purchase, holding and investment in securities.

  8. Freightage by land, sea and air, and warehousing of such freight.

  9. Supply of electric power.

  10. Casualty insurance agency and life insurance solicitation-related activities.

  11. Other businesses relating to or incidental to any of the preceding subparagraphs.

    Articles 3 to 4 (Text omitted)

    CHAPTER II SHARES

    Articles 5 to 8 (Text omitted)

    Article 9. (Rights Concerning Shares Constituting Less than One Unit)

    Shareholders owning shares constituting less than one Unit shall not be entitled to exercise any rights except those stated below:

    1. Rights listed in each Item of Article 189, Paragraph 2 of the Companies Act (right to receive dividends of surplus; right to receive gratis distribution of shares; right to demand purchase of shares constituting less than one Unit; right to receive liquidating distribution; etc.).

    2. Right to demand purchase of stock with rights to demand purchase.

    3. Right to receive a pro rata allotment of offered shares and offered stock acquisition rights.

    4. Right to request for sale of shares constituting less than one Unit set forth in the preceding Article.

pharmaceutical products, regenerative

medicine products, and other chemical and biotechnological products.

  1. Medical treatment implements, physical and chemical appliances, other precision instruments, electric and electronic appliances, and parts and materials therefor.

  2. Materials for civil engineering and architecture.

  3. Anti-pollution equipment and facilities.

  1. Manufacture, sale and purchase of equipment and units relating to the products enumerated in the preceding subparagraph.

  2. Sale and purchase of technology and other information relating to any of the preceding subparagraphs.

  3. Design, supervision and execution of civil engineering and architectural works.

  4. Mining, processing, sale, and purchase of oil, combustible natural gas and other minerals.

  5. Sale, purchase, lease, brokering and maintenance of real estate.

  6. Loan, guarantee of debt and factoring.

  7. Sale, purchase, holding and investment in securities.

  8. Freightage by land, sea and air, and warehousing of such freight.

  9. Supply of electric power.

  10. Casualty insurance agency and life insurance solicitation-related activities.

  11. Other businesses relating to or incidental to any of the preceding subparagraphs.

    Articles 3 to 4 (No amendments)

    CHAPTER II SHARES

    Articles 5 to 8 (No amendments)

    Article 9. (Rights Concerning Shares Constituting Less than One Unit)

    Shareholders owning shares constituting less than one Unit shall not be entitled to exercise any rights except those stated below:

    1. Rights listed in each Item of Article 189, Paragraph 2 of the Companies Act (right to receive dividends of surplus; right to receive gratis distribution of shares; right to demand purchase of shares constituting less than one Unit; right to receive liquidating distribution; etc.).

    2. Right to demand purchase of stock with rights to demand purchase.

    3. Right to receive a pro rata allotment of offered shares and offered stock acquisition rights.

    4. Right to request for sale of shares constituting less than one Unit set forth in the preceding Article.

Current Articles of Incorporation

Proposed Amendments

Article 10. (Share Handling Regulations)

The handling of shares of the Company shall be governed by the Share Handling Regulations to be adopted by the Board of Directors as well as relevant laws and ordinances and these Articles of Incorporation.

Article 11. (Shareholder Registrar)

The Company shall appoint a Shareholder Registrar.

The Shareholder Registrar and its business office shall be selected by resolution of the Board of Directors, and public notice thereof shall be given.

Preparation and keeping of the register of shareholders of the Company and the register of stock acquisition rights and other affairs relating to the register of shareholders and the register of stock acquisition rights shall be handled by the Shareholder Registrar and not by the Company.

Article 12. (Record Date)

The final shareholders appearing on the register of shareholders as of December 31 of each year shall be the shareholders entitled to exercise shareholder rights at the Ordinary General Meeting of Shareholders concerning such fiscal year.

In addition to the preceding paragraph and other provisions in these Articles of Incorporation, if necessary, the Company may, with advance public notice, determine the shareholders and registered stock pledgees who are entitled to exercise the rights of a shareholder or a registered stock pledgee, based on the final entry in the register of shareholders as of a certain designated date.

CHAPTER III GENERAL MEETING OF SHAREHOLDERS

Article 13. (Convocation of General Meeting of Shareholders)

An Ordinary General Meeting of Shareholders shall be convened in March of every year, and an Extraordinary General Meeting of Shareholders shall be convened from time to time.

A General Meeting of Shareholders shall be convened within the 23 wards of Tokyo or in Yokohama City.

Article 14. (Person to Convene a General Meeting of Shareholders and Chairperson thereof)

A General Meeting of Shareholders shall be convened, with a resolution of the Board of Directors, by the Director so designated in advance by the Board of Directors, and such Director shall be the chairperson of such General Meeting of Shareholders.

If such Director is prevented from so acting, another Director shall assume such role, according to the order of preference decided in advance by the Board

of Directors.

Article 10. (Share Handling Regulations)

The handling of shares of the Company shall be governed by the Share Handling Regulations to be adopted by the Board of Directors or a Director delegated by a resolution of the Board of Directors, as well as relevant laws and ordinances and these Articles of Incorporation.

Article 11. (Shareholder Registrar)

The Company shall appoint a Shareholder Registrar.

2. The Shareholder Registrar and its business office shall be designated by the Board of Directors or a Director delegated by a resolution of the Board of Directors, and public notice thereof shall be given.

3. Preparation and keeping of the register of shareholders of the Company and the register of stock acquisition rights and other affairs relating to the register of shareholders and the register of stock acquisition rights shall be handled by the Shareholder Registrar and not by the Company.

Article 12. (Record Date)

The final shareholders appearing on the register of shareholders as of December 31 of each year shall be the shareholders entitled to exercise shareholder rights at the Ordinary General Meeting of Shareholders concerning such fiscal year.

2. In addition to the preceding paragraph and other provisions in these Articles of Incorporation, if necessary, the Company may, with advance public notice, determine the shareholders and registered stock pledgees who are entitled to exercise the rights of a shareholder or a registered stock pledgee, based on the final entry in the register of shareholders as of a certain designated date.

CHAPTER III GENERAL MEETING OF SHAREHOLDERS

Article 13. (Convocation of General Meeting of Shareholders)

An Ordinary General Meeting of Shareholders shall be convened in March of every year, and an Extraordinary General Meeting of Shareholders shall be convened from time to time.

2. A General Meeting of Shareholders shall be convened within the 23 wards of Tokyo or in Yokohama City.

Article 14. (Person to Convene a General Meeting of Shareholders and Chairperson thereof)

A General Meeting of Shareholders shall be convened, with a resolution of the Board of Directors, by the Director so designated in advance by the Board of Directors, and such Director shall be the chairperson of such General Meeting of Shareholders.

2. If such Director is prevented from so acting, another Director shall assume such role, according to the order of preference decided in advance by the Board

of Directors.

Current Articles of Incorporation

Proposed Amendments

Article 15. (Provision of Documents for General

Meeting of Shareholders in Electronic Format, etc.)

On convening a General Meeting of Shareholders, the Company shall provide the contents of the reference documents, etc. for the General Meeting of Shareholders in an electronic format.

Among the contents provided in an electronic format, the Company may exclude all or part of matters prescribed by the ministerial ordinances of the Ministry of Justice from documents that will be delivered to shareholders who requested the delivery of such documents by the record date for voting rights.

Article 16. (Method of Resolutions)

Resolutions of a General Meeting of Shareholders shall be adopted by a simple majority of the votes of the shareholders present thereat unless otherwise provided by laws or ordinances or these Articles of Incorporation, in which case such provisions shall govern.

Resolutions described in Article 309, Paragraph 2 of the Companies Act shall be adopted at a meeting, when shareholders holding one-third (1/3) or more of the votes of all the shareholders of the Company who are entitled to exercise voting rights are present and when approved by two-thirds (2/3) or more of the votes of the shareholders present thereat.

Article 17. (Voting by Proxy)

A shareholder may exercise his voting rights by authorizing as proxy one other shareholder with a voting right of the Company.

Such shareholder or proxy must submit to the Company a written document evidencing the power of representation at each General Meeting of Shareholders.

CHAPTER IV DIRECTORS AND BOARD OF DIRECTORS

Article 18. (Text omitted)

Article 19. (Number of Directors)

The Company shall have fifteen (15) or fewer Directors.

(New)

Article 20. (Election of Directors)

Directors shall be elected at a General Meeting of Shareholders.

The election of Directors shall require the attendance of shareholders holding one-third (1/3) or more of the votes of all the shareholders of the Company who are entitled to exercise voting rights, and there shall be no cumulative voting.

(New)

Article 15. (Provision of Documents for General

Meeting of Shareholders in Electronic Format, etc.)

On convening a General Meeting of Shareholders, the Company shall provide the contents of the reference documents, etc. for the General Meeting of Shareholders in electronic format.

2. Among the contents provided in an electronic format, the Company may exclude all or part of matters prescribed by the ministerial ordinances of the Ministry of Justice from documents that will be delivered to shareholders who requested the delivery of such documents by the record date for voting rights.

Article 16. (Method of Resolutions)

Resolutions of a General Meeting of Shareholders shall be adopted by a simple majority of the votes of the shareholders present thereat unless otherwise provided by laws or ordinances or these Articles of Incorporation, in which case such provisions shall govern.

2. Resolutions described in Article 309, Paragraph 2 of the Companies Act shall be adopted at a meeting, when shareholders holding one-third (1/3) or more of the votes of all the shareholders of the Company who are entitled to exercise voting rights are present and when approved by two-thirds (2/3) or more of the votes of the shareholders present thereat.

Article 17. (Voting by Proxy)

A shareholder may exercise his voting rights by authorizing as proxy one other shareholder with a voting right of the Company.

2. Such shareholder or proxy must submit to the Company a written document evidencing the power of representation at each General Meeting of Shareholders.

CHAPTER IV DIRECTORS AND BOARD OF DIRECTORS

Article 18. (No amendments) Article 19. (Number of Directors)

The Company shall have fifteen (15) or fewer

Directors.

2. Among the Directors of the Company, the Company shall have six (6) or fewer Directors who are Audit & Supervisory Committee Members.

Article 20. (Election of Directors)

Directors shall be elected at a General Meeting of Shareholders by distinguishing between Directors who are Audit & Supervisory Committee Members and other Directors.

2. The election of Directors shall require the attendance of shareholders holding one-third (1/3) or more of the votes of all the shareholders of the Company who are entitled to exercise voting rights, and there shall be no cumulative voting.

3. A resolution for the election of a Director who is a substitute Audit & Supervisory Committee Member

Current Articles of Incorporation

Proposed Amendments

Article 21. (Term of Office of Directors)

The term of office of Directors shall expire at the close of the Ordinary General Meeting of Shareholders held with respect to the last of the fiscal years that end within one (1) year after their election.

(New)

The term of office of any Director elected to fill a vacancy shall expire at the time when predecessor's term of office was scheduled to expire.

Article 22. (Representative Directors)

The Board of Directors shall elect Representative Directors by its resolution.

Representative Directors shall each represent the Company and execute the business of the Company as determined by the Board of Directors.

Article 23. (Board of Directors and Person to Convene a Meeting of the Board of Directors and Chairperson thereof)

The Board of Directors shall decide on the execution of business of the Company.

A meeting of the Board of Directors shall be convened by the Director designated in advance by the Board of Directors, and such Directors shall be the chairperson of such meeting of the Board of Directors.

If such Director is prevented from so acting, another Director shall assume such roles, according to the order of preference decided in advance by the Board of Directors.

Article 24. (Notice of Meeting of Board of Directors) Notice of a meeting of the Board of Directors shall be sent to each Director and each Audit & Supervisory Board Member three (3) days prior to the date of the meeting; provided, however, that such period of notice may be shortened in the event of an emergency.

Article 25. (Omission of Resolutions at Board of Directors Meeting)

If all members of the Board of Directors consent in writing or through electronic records to matters that

shall cease to be effective upon the commencement

of the Ordinary General Meeting of Shareholders held with respect to the last of the fiscal years that end within two (2) years after such election.

Article 21. (Term of Office of Directors)

The term of office of Directors (excluding Audit & Supervisory Committee Members) shall expire at the close of the Ordinary General Meeting of Shareholders held with respect to the last of the fiscal years that end within one (1) year after their election.

  1. The term of office of Directors who are Audit & Supervisory Committee Members shall expire at the close of the Ordinary General Meeting of Shareholders held with respect to the last of the fiscal years that end within two (2) years after their election.

  2. The term of office of any Director who is an Audit & Supervisory Committee Member and has been elected as a substitute for a Director who is an Audit & Supervisory Committee Member and who has retired before the expiration of the term of office shall expire at the time when the term of office of the retired Director would have expired.

Article 22. (Representative Directors)

The Board of Directors shall, by its resolution, elect Representative Directors from among Directors (excluding Audit & Supervisory Committee Members).

  1. Representative Directors shall each represent the Company and execute the business of the Company as determined by the Board of Directors.

    Article 23. (Board of Directors and Person to Convene a Meeting of the Board of Directors and Chairperson thereof)

    The Board of Directors shall decide on the execution of business of the Company.

    1. A meeting of the Board of Directors shall be convened by the Director designated in advance by the Board of Directors, and such Director shall be the chairperson of such meeting of the Board of Directors.

    2. If such Director is prevented from so acting, another Director shall assume such roles, according to the order of preference decided in advance by the Board of Directors.

Article 24. (Notice of Meeting of Board of Directors) Notice of a meeting of the Board of Directors shall be sent to each Director no later than three (3) days before the date of the meeting; provided, however, that such period of notice may be shortened in the event of an emergency.

Article 25. (Omission of Resolutions at Board of Directors Meeting)

If all members of the Board of Directors entitled to vote consent in writing or through electronic

Current Articles of Incorporation

Proposed Amendments

require resolutions at a meeting of the Board of

Directors, unless Audit & Supervisory Board Members object, the Company shall deem the resolutions on such matters passed at a meeting of the Board of Directors.

(New)

Article 26. (Limitation of Liability of Directors)

The Company may, by a resolution of the Board of Directors, exempt Directors from their liabilities arising under Article 423, Paragraph 1 of the Companies Act, to the extent permissible by laws and ordinances.

The Company may execute contracts with Directors who are not executive Directors which limit the maximum extent of such Directors' liabilities arising under Article 423, Paragraph 1 of the Companies Act, to the sum of the amounts prescribed in each Item of Article 425, Paragraph 1 of the Companies Act.

CHAPTER V AUDIT & SUPERVISORY BOARD MEMBERS AND AUDIT & SUPERVISORY BOARD

Article 27. (Audit & Supervisory Board Members and Audit & Supervisory Board)

The Company shall have Audit & Supervisory Board Members and an Audit & Supervisory Board.

Article 28. (Number of Audit & Supervisory Board Members)

The Company shall have five (5) or less Audit & Supervisory Board Members.

Article 29. (Election of Audit & Supervisory Board Members)

Audit & Supervisory Board Members shall be elected at a General Meeting of Shareholders.

The election of Audit & Supervisory Board Members shall require the attendance of shareholders holding one-third (1/3) or more of the votes of all the shareholders of the Company who are entitled to exercise voting rights.

Article 30. (Term of Office of Audit & Supervisory Board Members)

The term of office of Audit & Supervisory Board Members shall expire at the close of the Ordinary General Meeting of Shareholders held with respect to the last of the fiscal years that end within four (4) years after they are elected.

The term of office of any Audit & Supervisory

records to matters that require resolutions at a

meeting of the Board of Directors, the Company shall deem the resolutions on such matters passed at a meeting of the Board of Directors.

Article 26. (Delegation of Decision-Making on Execution of Important Business Operations)

The Company may, pursuant to the provisions of Article 399-13, Paragraph 6 of the Companies Act, delegate all or part of the decision-making on the execution of important business (excluding matters listed in each Item of Paragraph 5 of the same Article) to the Directors by a resolution of the Board of Directors.

Article 27. (Limitation of Liability of Directors)

The Company may, by a resolution of the Board of Directors, exempt Directors from their liabilities arising under Article 423, Paragraph 1 of the Companies Act, to the extent permissible by laws and ordinances.

2. The Company may execute contracts with Directors who are not executive Directors which limit the maximum extent of such Directors' liabilities arising under Article 423, Paragraph 1 of the Companies Act, to the sum of the amounts prescribed in each Item of Article 425, Paragraph 1 of the Companies Act.

CHAPTER V AUDIT & SUPERVISORY COMMITTEE

Article 28. (Audit & Supervisory Committee)

The Company shall have an Audit & Supervisory Committee.

(Delete)

(Delete)

(Delete)

Current Articles of Incorporation

Proposed Amendments

Board Member elected to fill a vacancy shall expire

at the time when the predecessor's term of office

was scheduled to expire.

Article 31. (Full-time Audit & Supervisory Board Members)

The Audit & Supervisory Board shall elect full-time Audit & Supervisory Board Members by its resolution.

Article 32. (Audit & Supervisory Board)

The Audit & Supervisory Board shall decide on audit policies and other subjects regarding the execution of the duty of Audit & Supervisory Board Members and shall be entitled to exercise the authorities provided by laws or ordinances.

Article 33. (Notice of Meeting of Audit & Supervisory Board)

Notice of a meeting of the Audit & Supervisory Board shall be sent to each Audit & Supervisory Board Member three (3) days prior to the date of the meeting; provided, however, that such period of notice may be shortened in the event of an emergency.

Article 34. (Limitation of Liability of Audit & Supervisory Board Members)

The Company may, by a resolution of the Board of Directors, exempt Audit & Supervisory Board Members from their liabilities arising under Article 423, Paragraph 1 of the Companies Act, to the extent permissible by laws and ordinances.

The Company may execute contracts with Audit & Supervisory Board Members which limit the maximum extent of such Audit & Supervisory Board Members' liabilities arising under Article 423, Paragraph 1 of the Companies Act, to the sum of the amounts prescribed in each Item of Article 425, Paragraph 1 of the Companies Act.

CHAPTER VI ACCOUNTING AUDITORS

Articles 35 to 36 (text omitted)

Article 37. (Term of Office of Accounting Auditors) The term of office of the Accounting Auditors shall expire at the close of the Ordinary General Meeting of Shareholders held with respect to the last of the fiscal years that end within one (1) year after they are elected.

The Accounting Auditors shall be deemed reelected at the meeting, unless otherwise resolved at the Ordinary General Meeting of Shareholders described in the preceding paragraph.

CHAPTER VII ACCOUNTS

Articles 38 to 41 (text omitted)

Article 29. (Full-time Audit & Supervisory Committee Members)

The Audit & Supervisory Committee shall elect full-time Audit & Supervisory Committee Members by its resolution.

(Delete)

Article 30. (Notice of Meeting of Audit & Supervisory Committee)

Notice of a meeting of the Audit & Supervisory Committee shall be sent to each Audit & Supervisory Committee Member no later than three

(3) days before the date of the meeting; provided, however, that such period of notice may be shortened in the event of an emergency.

(Delete)

CHAPTER VI ACCOUNTING AUDITORS

Articles 31 to 32 (no amendments)

Article 33. (Term of Office of Accounting Auditors) The term of office of the Accounting Auditors shall expire at the close of the Ordinary General Meeting of Shareholders held with respect to the last of the fiscal years that end within one (1) year after they are elected.

2. The Accounting Auditors shall be deemed reelected at the meeting, unless otherwise resolved at the Ordinary General Meeting of Shareholders described in the preceding paragraph.

CHAPTER VII ACCOUNTS

Articles 34 to 37 (no amendments)

Current Articles of Incorporation

Proposed Amendments

(New)

Supplementary Provisions

With respect to the exemption by a resolution of the Board of Directors from, and the limitation by contract of, liability under Article 423, Paragraph 1 of the Companies Act regarding the acts of Audit & Supervisory Board Members (including former Audit & Supervisory Board Members) conducted prior to the close of the 101st Ordinary General Meeting of Shareholders to be held in March 2026, the provisions of Article 34 (Limitation of Liability of Audit & Supervisory Board Members) of the Articles of Incorporation prior to amendments by a resolution of such General Meeting of Shareholders shall remain in force.

‌Proposal No. 3: Election of Six Directors (excluding Directors who are Audit & Supervisory Committee Members)

If Proposal No. 2 is approved and adopted as proposed, the Company will, at the time of the conclusion of this General Meeting of Shareholders, transition to a Company with an Audit & Supervisory Committee, and the terms of all Directors (eight in number) will expire at that time. Accordingly, the Company proposes the election of six Directors (excluding Directors who are Audit & Supervisory Committee Members).

The resolution on this Proposal shall become effective on the condition that the amendments to the Articles of Incorporation proposed in Proposal No. 2 becomes effective.

The candidates for Directors are as follows:

Candidate

No.

Name

Gender

Posts and Responsibilities

at the Company

Attendance at Board of

Directors Meetings

1

Yoshinori Hirai

Reappointment

Male

Representative Director 14 out of 14 times

President & CEO

2

Hideyuki Kurata

Reappointment

Male

Representative Director Executive Vice President CTO and GM of Technology General Division

14 out of 14 times

3

Yoshio Takegawa

New Appointment

Male

Executive Vice President －

CFO

Isao Teshirogi

4

Reappointment

Outside

Independent

5

Koji Arima

Reappointment

Outside

Independent

6

Yuri Okina

New Appointment

Outside

Male Outside Director 14 out of 14 times

Male Outside Director 11 out of 11 times

Female － －

Independent

Note: Mr. Koji Arima assumed office as a Director on March 28, 2025; therefore, the number of Board meetings he was eligible to attend differs from that of the other Directors.

1

Yoshinori Hirai (Born on Aug. 19, 1959)

Reappointment



[Career Profile, Posts and Responsibilities]

[Number of the Company's Shares Owned] 48,800

[Tenure of office as Director] 12 years (at the time of the conclusion of this General Meeting of Shareholders)

【Reasons for the nomination as Director candidate】

Mr. Yoshinori Hirai was involved long in the R&D Division in areas such as liquid crystal devices. After serving as, among others, the Senior Executive Vice President of one of the Company's subsidiaries, General Manager of the Business Planning Office of Electronics Company, General Manager of the Business Development Office, General Manager of Technology General Division, and Representative Director, Executive Vice President and CTO, he has served as the Representative Director and President & CEO since January 2021. Therefore, he has abundant experience with the AGC Group's businesses and corporate management. Applying this experience, he is expected to fully perform his directorship roles through decision-making on key matters of the AGC Group and by providing appropriate support for, and supervising, management execution. Accordingly, he is nominated as a Director candidate.

[Attendance at Board of Directors meetings (this term)] 14 out of 14 times

Apr. 1987

Jan. 2012

Jan. 2014

Mar. 2014

Jan. 2016

Jan. 2018

Jan. 2019

Jan. 2021

Joined the Company

Executive Officer and GM of Business Development Office Senior Executive Officer and GM of Technology General Division

Director, Senior Executive Officer and GM of Technology General Division Director, Senior Executive Officer, CTO and GM of Technology General Division

Representative Director, Executive Vice President, CTO and GM of Technology General Division

Representative Director, Executive Vice President and CTO Representative Director and President & CEO (incumbent)

2

Hideyuki Kurata (Born on Nov. 11, 1961)

Reappointment



[Career Profile, Posts and Responsibilities]

[Number of the Company's Shares Owned] 15,700

[Tenure of office as Director] 5 years (at the time of the conclusion of this General Meeting of Shareholders)

【Reasons for the nomination as Director candidate】

Mr. Hideyuki Kurata was involved long in the areas of manufacturing and new business promotion at the Chemicals Division. After serving as, among others, the president of one of the Company's overseas subsidiaries, General Manager of Business Development Office, General Manager of Strategy Planning Office of the Chemicals Company, and General Manager of Life Science General Division of the Chemicals Company, he currently serves as the Representative Director, Executive Vice President, CTO and General Manager of Technology General Division. Therefore, he has abundant experience with the AGC Group's businesses and corporate management. Applying this experience, he is expected to fully perform his directorship roles through decision-making on key matters of the AGC Group and by providing appropriate support for, and supervising, management execution. Accordingly, he is nominated as a Director candidate.

[Attendance at Board of Directors meetings (this term)] 14 out of 14 times

Apr. 1987

Jan. 2018

Jan. 2019

Jan. 2021

Mar. 2021

Jan. 2022

Mar. 2022

Apr. 2022

Jan. 2023

Joined the Company

Executive Officer and GM of Life Science General Division, Chemicals Company

Senior Executive Officer and GM of Technology General Division Senior Executive Officer, CTO and GM of Technology General Division

Director, Senior Executive Officer, CTO and GM of Technology General Division

Director, Executive Vice President, CTO and GM of Technology General Division

Representative Director, Executive Vice President, CTO and GM of Technology General Division

Representative Director, Executive Vice President, CTO, GM of Technology General Division and GM of Business Development Division

Representative Director, Executive Vice President, CTO and GM of Technology General Division (incumbent)

3

Yoshio Takegawa (Born on Jul. 2, 1964) New Appointment



[Career Profile, Posts and Responsibilities]

[Number of the Company's Shares Owned] 11,000

Apr. 1988

Jan. 2019

Jan. 2021

Jan. 2022

Apr. 2022

Jan. 2026

Joined the Company

Executive Officer, GM of Strategy & Planning Division, Corporate Planning General Division

Executive Officer, GM of Mobility Business Development Office, GM of Mobility General Division, GM of Strategy & Planning Office, Automotive Company

Senior Executive Officer, President of Automotive Company, GM of Mobility Business Development Office, Automotive Company

Senior Executive Officer, President of Automotive Company Executive Vice President, CFO (incumbent)

【Reasons for the nomination as Director candidate】

Mr. Yoshio Takegawa was involved long in manufacturing and production management in the Automotive Division. After serving as the president of one of the Company's overseas subsidiaries, Regional President for Asia, Automotive Company, GM of Mobility Business Development Office, Automotive Company, and President of Automotive Company, he also served as GM of Strategy & Planning Division, Corporate Planning General Division , where he was responsible for formulating and promoting group strategy, and from January 2026 has served as Executive Vice President, CFO. Therefore, he has abundant experience with the AGC Group's business operations and corporate management. Applying this experience, he is expected to fully perform his directorship roles through decision-making on key matters of the AGC Group and by providing appropriate support for, and supervising, management execution. Accordingly, he is nominated as a Director candidate.

4 Isao Teshirogi (Born on Dec. 12, 1959)

Reappointment

Outside Director Candidate

Independent Officer



[Career Profile, Posts and Responsibilities]

[Number of the Company's Shares Owned] 400

[Tenure of office as Director] 4 years (at the time of the conclusion of this General Meeting of Shareholders)

Apr. 1982

Jun. 2002

Apr. 2004

Apr. 2006

Apr. 2008

Mar. 2022

Jul. 2022

Joined Shionogi & Co., Ltd. Director, said company

Director and Executive Officer, said company Director and Senior Executive Officer, said company

Representative Director, President and CEO, said company Outside Director of the Company (incumbent)

Representative Director, President and CEO, Shionogi & Co., Ltd. (incumbent)

[Attendance at Board of Directors meetings (this term)] 14 out of 14 times

[Important concurrent positions]

Representative Director, President and CEO, Shionogi & Co., Ltd. Outside Director, Japan Exchange Group, Inc.

Outside Director, Sumitomo Mitsui Financial Group, Inc.

【Reasons for the nomination as Outside Director candidate and expected roles】

Mr. Isao Teshirogi serves as the Representative Director, President and CEO of Shionogi & Co., Ltd. and has abundant experience in overall corporate management, including overseas business operations, at the company which is promoting high value-added business as a drug discovery-oriented pharmaceutical company. Applying this experience, he is expected to enrich the corporate governance of the Company by supporting and supervising the Company's management from an independent standpoint and by making proposals on the overall management of the Company, including the development of the Company's strategic businesses. Accordingly, he is nominated as an Outside Director candidate.

5 Koji Arima (Born on Feb. 23, 1958)

Reappointment

Outside Director Candidate

Independent Officer



[Career Profile, Posts and Responsibilities]

[Number of the Company's Shares Owned] 700

[Tenure of office as Director] 1 year (at the time of the conclusion of this General Meeting of Shareholders)

[Attendance at Board of

Apr. 1981

Jun. 2008

Jun. 2014

Jun. 2015

Jun. 2023

Mar. 2025

Jun. 2025

Joined NIPPONDENSO CO., LTD. (currently DENSO CORPORATION)

Executive Director, said company Senior Executive Director, said company

Representative Member of the Board, President, said company Representative Member of the Board, Chairman, said company Outside Director of the Company (incumbent)

Member of the Board, Chairman, DENSO CORPORATION (incumbent)

【Reasons for the nomination as Outside Director candidate and expected roles】

Mr. Koji Arima serves as the Member of the Board, Chairman of DENSO CORPORATION and has abundant experience in overall corporate management, including production and quality, and technology development, at the company which is a global company providing advanced technologies, systems and products. Applying this experience, he is expected to enrich the corporate governance of the Company by supporting and supervising the Company's management from an independent standpoint and by making proposals on the overall management of the Company, including the strengthening of the Company's global business development. Accordingly, he is nominated as an Outside Director candidate

Directors meetings (this term)] 11 out of 11 times (since assuming office on March 28, 2025)

[Important concurrent positions]

Member of the Board, Chairman, DENSO CORPORATION

Outside Audit & Supervisory Board Member, KDDI CORPORATION

6 Yuri Okina (Born on Mar. 25, 1960)

New Appointment

Outside Director Candidate

Independent Officer



[Career Profile, Posts and Responsibilities]

[Number of the Company's Shares Owned] 0

Apr. 1984

Apr. 1992

Jun. 2006

Jun. 2014

Apr. 2018

Jun. 2025

Dec. 2025

Joined the Bank of Japan

Joined The Japan Research Institute, Limited. Counselor, said company

Vice Chairman, said company Chairperson, said company Retired from said company

Specially Appointed Professor, Graduate School of Social Data Science, Hitotsubashi University (incumbent)

[Important concurrent positions]

Specially Appointed Professor, Graduate School of Social Data Science, Hitotsubashi University

Outside Director, Marubeni Corporation

【Reasons for the nomination as Outside Director candidate and expected roles】

Ms. Yuri Okina, through her many years of research activities at The Japan Research Institute, Ltd., has acquired deep insights into economic, social and financial conditions. In addition to her experience as an outside officer at other companies, she has experience based on broad activities as a government committee member - including service as a member of the Financial System Council (Financial Services Agency) and as a member of the Regulatory Reform Council (Cabinet Office). From a multi-faceted and macro perspective, she is expected to support and supervise the Company's management from an independent standpoint and to enrich the Company's corporate governance. Accordingly, she is nominated as an Outside Director candidate.

Notes:

  1. The Company has a business relationship with Shionogi & Co., Ltd., where Mr. Isao Teshirogi serves as a business executing person, in connection with intermediates and active ingredients for pharmaceuticals; however, the transaction amount accounts for less than 0.1 percent of the Company's net sales. In addition, the Company has a business relationship with Marubeni Corporation, where Ms. Yuri Okina serves as an Outside Director, in connection with chlor-alkali and urethane businesses; however, the transaction amount accounts for less than 0.1 percent of each of the Company's and Marubeni Corporation's net sales. There are no special conflicts of interest between the Company and the other Director candidates.

  2. Independent officers

    Mr. Isao Teshirogi and Mr. Koji Arima meet the Company's standards for independence of outside officers (page 26). The Company has reported both of them to Tokyo Stock Exchange, Inc. as independent officers. If their election is approved and adopted in terms of this Proposal, the Company intends to continue to designate them as independent officers. In addition, Ms. Yuri Okina also meets those standards, and if her election is approved and adopted in terms of this Proposal, the Company intends to designate her as an independent officer.

  3. Outline of the liability limitation contracts

    The Company has executed contracts with each of Mr. Isao Teshirogi and Mr. Koji Arima to limit their liability arising under Article 423, Paragraph 1, of the Companies Act to the sum of the amounts prescribed in each Item of Article 425, Paragraph 1, of the Companies Act. If their election is approved and adopted in terms of this Proposal, the Company will continue those contracts. In addition, if the election of Ms. Yuri Okina is approved and adopted in terms of this Proposal, the Company will execute a similar contract with her.

  4. Outline of the directors' and officers' liability insurance contracts

The Company has entered into a directors' and officers' liability insurance contract (an insurance contract stipulated in Article 430-3, Paragraph 1, of the Companies Act) with an insurance company; naming the Company's Directors, Audit & Supervisory Board Members, and Executive Officers as insureds, which covers liabilities borne by the insureds concerning the performance of their duties or from claims received regarding the pursuit of such liabilities. The insurance premiums are fully borne by the Company. If this Proposal is approved and adopted and each candidate is elected as a Director and assumes office, each candidate will become an insured under such insurance policy. Furthermore, the policy is scheduled to be renewed in April 2026 under the same terms.

.

‌Proposal No. 4: Election of Four Directors who are Audit & Supervisory Committee Members

If Proposal No. 2 is approved and adopted as proposed, the Company will transition to a Company with an Audit & Supervisory Committee. Accordingly, the Company proposes the election of four Directors who are Audit & Supervisory Committee Members. This Proposal has obtained the consent of the Audit & Supervisory Board.

The resolution on this Proposal shall become effective on the condition that the amendments to the Articles of Incorporation proposed in Proposal No. 2 becomes effective.

The candidates for Directors who are Audit & Supervisory Committee Members are as follows:

Candidate

No.

Name

Gender Posts at the Company

Attendance Attendance

at Board of at Audit & Directors Supervisory Meetings Board

Meetings

Isamu Kawashima

1

New Appointment

Outside

Independent

2

Naoko Araki

New Appointment

Male

Female

Outside Audit & Supervisory Board Member (Full-time)

Audit & Supervisory Board Member (Full-time)

14 out of 14 times

11 out of 11 times

14 out of 14 times

11 out of 11 times

New Appointment

Outside

Independent

Haruka Matsuyama

3

Female

Outside Audit & Supervisory Board Member

14 out of 14 times

14 out of 14 times

4

Kumiko Baba

New Appointment

Outside

Independent

Female － － －

Note: Ms. Naoko Araki assumed office as an Audit & Supervisory Board Member on March 28, 2025; therefore, the number of Board of Directors meetings and Audit & Supervisory Board meetings she was eligible to attend differs from that of the other Audit & Supervisory Board Members.

1 Isamu Kawashima (Born on Feb. 20, 1959)

New Appointment

Outside Director Candidate

Independent Officer



[Career Profile, Posts and Responsibilities]

[Number of the Company's Shares Owned] 600

[Tenure of office as Audit & Supervisory Board Member] 3 years (at the time of the conclusion of this General Meeting of Shareholders)

Apr. 1981

Jun. 2011

Jul. 2011

Apr. 2015

Jun. 2018

Jun. 2022

Mar. 2023

Joined NEC Corporation

General Manager, Corporate Controller Division, General Manager, Internal Control over Finance Reporting Division and Member of the Board, said company

Senior Vice President, CFO and Member of the Board, said company Executive Vice President, CFO and Member of the Board, said company Audit & Supervisory Board Member, said company

Retired from said company

Outside Audit & Supervisory Board Member (Full-time) of the Company (incumbent)

【Reasons for the nomination as an Outside Director candidate who will serve as a member of the Audit & Supervisory Committee and overview of expected roles】

Mr. Isamu Kawashima served as Director, Senior Executive Officer and CFO, and as an Audit & Supervisory Board Member at NEC Corporation, and possesses many years of experience in the accounting function and extensive knowledge as an Audit & Supervisory Board Member. In addition, since 2023 he has served as the Company's full-time Audit & Supervisory Board Member, through which he has developed a deep understanding of the Company's audit framework and governance. Applying these experiences and knowledge, he is expected, from an independent standpoint, to supervise business execution and to contribute to further strengthening the Company's audit function following the transition from a Company with an Audit & Supervisory Board to a Company with an Audit & Supervisory Committee; accordingly, he is nominated as a candidate for Outside Director who will serve as a member of the Audit & Supervisory Committee.

[Attendance at Board of Directors meetings (this term)] 14 out of 14 times

[Important concurrent positions]

Outside Director, JAPAN PURE CHEMICAL CO., LTD. Outside Director, Sansei Technologies, Inc.

2

Naoko Araki (Born on Mar. 13, 1964) New Appointment



[Career Profile, Posts and Responsibilities]

[Number of the Company's Shares Owned] 3,700

[Tenure of office as Audit & Supervisory Board Member] 1 year (at the time of the conclusion of this General Meeting of Shareholders) [Attendance at Board of Directors meetings (this term)] 11 out of 11 times (since assuming office

on March 28, 2025)

Apr. 1987

Jan. 2020

Apr. 2020

Jan. 2025

Mar. 2025

Joined the Company

Executive Officer and GM of General Affairs Division Executive Officer and GM of Internal Audit Division Executive Officer and Assistant to CEO

Audit & Supervisory Board Member (Full-time) (incumbent)

【Reasons for the nomination as a Director candidate who will serve as a member of the Audit & Supervisory Committee and overview of expected roles】

Ms. Naoko Araki, after being involved in the Company's Legal Division, General Affairs Division and other departments, served, among others, as General Manager of the Internal Audit Division. She possesses extensive experience with and knowledge of the AGC Group's businesses and Legal & Compliance, Corporate Governance, Internal Control and Internal Audit. In addition, since March 2025 she has served as the Company's full-time Audit & Supervisory Board Member, through which she has developed a deep understanding of the Company's audit framework and governance. Applying these experiences and knowledge, she is expected to contribute to further strengthening the Company's audit function following the transition from a Company with an Audit & Supervisory Board to a Company with an Audit & Supervisory Committee; accordingly, she is nominated as a Director candidate who will serve as a member of the Audit & Supervisory Committee.

Haruka Matsuyama

3 * Registered name is Haruka Kato(Born on Aug. 22, 1967)

New Appointment

Outside Director Candidate

Independent Officer



[Career Profile, Posts and Responsibilities]

[Number of the Company's Shares Owned] 300

[Tenure of office as Audit & Supervisory Board Member] 3 years (at the time of the conclusion of this General Meeting of Shareholders)

Apr. 1995

Jul. 2000

Jul. 2000

Jan. 2002

Mar. 2023

Appointed as Assistant Judge, Tokyo District Court Registered as Lawyer (Daini Tokyo Bar Association) Joined Hibiya Park Law Offices

Partner, Hibiya Park Law Offices (incumbent)

Audit & Supervisory Board Member (Outside) (incumbent)

【Reasons for the nomination as an Outside Director candidate who will serve as a member of the Audit & Supervisory Committee and overview of expected roles】

Ms. Haruka Matsuyama has many years of experience working as a lawyer and possesses specialized knowledge concerning laws and compliance. In addition, having served as an outside officer at other companies, she has a high level of insight into corporate management, and, since 2023, she has served as an Outside Audit & Supervisory Board Member of the Company, through which she has developed a deep understanding of the Company's audit framework and governance. Applying these experiences and knowledge, she is expected, from an independent standpoint, to supervise business execution and to contribute to further strengthening the Company's audit function following the transition from a Company with an Audit & Supervisory Board to a Company with an Audit & Supervisory Committee; accordingly, she is nominated as a candidate for Outside Director who will serve as a member of the Audit & Supervisory Committee.

While she has not been directly involved in corporate management other than by being an outside officer in the past, for the above reasons, it is judged that she is capable of properly performing her duties as the Outside Director.

[Attendance at Board of Directors meetings (this term)] 14 out of 14 times

[Important concurrent positions] Partner, Hibiya Park Law Offices

Outside Director, Tokio Marine Holdings, Inc. Outside Director, Mitsubishi Electric Corporation

4 Kumiko Baba (Born on Oct. 10, 1965)

New Appointment

Outside Director Candidate

Independent Officer



[Career Profile, Posts and Responsibilities]

[Number of the Company's Shares Owned] 0

Apr. 1989

Apr. 2014

Apr. 2018

Apr. 2019

Jun. 2019

Jun. 2022

Apr. 2025

Joined Toshiba Corporation

Joined JFE Engineering Corporation Managing Executive Officer, said company

Full-time Advisor, JFE Holdings, Inc.; Part-time Audit & Supervisory Board Member, JFE Engineering Corporation; Part-time Audit & Supervisory Board Member, JFE Shoji Co., Ltd.

Full-time Audit & Supervisory Board Member, JFE Holdings, Inc. Managing Executive Officer, JFE Engineering Corporation Advisor, said company (incumbent)

[Important concurrent positions] Advisor, JFE Engineering Corporation

Outside Director (Audit and Supervisory Committee member), SWCC Corporation

【Reasons for the nomination as an Outside Director candidate who will serve as a member of the Audit & Supervisory Committee and overview of expected roles】

Ms. Kumiko Baba has, through her service at Toshiba Corporation and JFE Engineering Corporation, wide-ranging experience including oversight of business alliances, overseas operations, corporate planning, and accounting and finance. In addition, she has experience as an Audit & Supervisory Board Member of JFE Holdings, Inc. Applying her business experience from a global perspective and her specialized knowledge, including finance & accounting and auditing, she is expected, from an independent standpoint, to supervise business execution and to contribute to strengthening the Company's audit framework; accordingly, she is nominated as a candidate for Outside Director who will serve as a member of the Audit & Supervisory Committee.

Notes:

  1. There are no special conflicts of interest between the Company and any of the candidates.

  2. Independent officers

    Mr. Isamu Kawashima and Ms. Haruka Matsuyama meet the Company's standards for independence of outside officers (page 26). The Company has reported both of them to Tokyo Stock Exchange, Inc. as independent officers. If their election is approved and adopted in terms of this Proposal, the Company intends to continue to designate them as independent officers. In addition, Ms. Kumiko Baba also meets those standards, and if her election is approved and adopted in terms of this Proposal, the Company intends to designate her as an independent officer.

  3. While Ms. Haruka Matsuyama serves as an Outside Director of Tokio Marine Holdings, Inc., Tokio Marine & Nichido Fire Insurance Co., Ltd., a subsidiary of that company, received a business improvement order based on the Insurance Business Act from the Financial Services Agency in December 2023, and, in November 2024, received an order for corrective measures and an order to pay surcharges under the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade from the Japan Fair Trade Commission with respect to improper conduct related to premium adjustment practices with other insurers. In addition, in March 2025, Tokio Marine Holdings, Inc. received a business improvement order under the Insurance Business Act from the Financial Services Agency concerning acts that could violate the Act on the Protection of Personal Information and acts judged inappropriate in light of that Act's purpose, acts that could violate the Unfair Competition Prevention Act and acts judged inappropriate in light of that Act's purpose, and related organizational shortcomings. Ms. Matsuyama had not been aware of these matters in advance, but she has regularly made proposals at the Board of Directors and other meetings from the standpoint of, among other ways, strengthening internal control and ensuring compliance with laws and regulations. After becoming aware of these matters, she has fulfilled her responsibilities, among other ways, by directing thorough investigations, ordering root-cause analyses and instructing the formulation of measures to prevent recurrence.

  4. Outline of liability limitation contracts

    The Company has executed contracts with Mr. Isamu Kawashima, Ms. Naoko Araki and Ms. Haruka Matsuyama to limit their liability arising under Article 423, Paragraph 1, of the Companies Act to the sum of the amounts prescribed in each Item of Article 425, Paragraph 1, of the Companies Act. If the election of each candidate is approved and adopted in terms of this Proposal, the Company intends to enter into similar contracts with the above three persons and with Ms. Kumiko Baba.

  5. Outline of directors' and officers' liability insurance contracts

    The Company has entered into a directors' and officers' liability insurance contract (an insurance contract stipulated in Article 430-3, Paragraph 1, of the Companies Act) with an insurance company naming the Company's Directors, Audit & Supervisory Board Members, and Executive Officers as insureds, which covers liabilities borne by the insureds, including the Company's Audit & Supervisory Board Members, concerning the execution of their duties or from claims received regarding the pursuit of such liabilities. Insurance premiums under that insurance contract are fully borne by the Company. If this Proposal is approved and adopted and each candidate is elected and assumes office as a director, each candidate will become an insured under that insurance contract. The Company plans to renew that insurance contract with the same terms in April 2026.

    Reference: Composition of the Board of Directors and Audit & Supervisory Committee

    If Proposals No. 2, No. 3 and No. 4 are approved and adopted as proposed, the composition of the Board of Directors and the Audit & Supervisory Committee is expected to be as follows.

    Name

    Posts and Responsibilities at the Company

    Board of Directors

    Nominating Committee

    Compensation Committee

    Audit & Supervisory Committee

    Independent Officer

    Yoshinori Hirai

    Representative Director and President & CEO

    ✓

    ✓

    ✓

    Hideyuki Kurata

    Representative Director, Executive Vice President, CTO and GM of Technology General

    Division

    ✓

    Yoshio Takegawa

    Representative

    Director, Executive Vice President, CFO

    ✓

    Isao Teshirogi

    Outside Director

    ✓

    ✓

    (Chairperson)

    ✓

    ✓

    Koji Arima

    Outside Director

    ✓

    (Chairperson of the Board of Directors)

    ✓

    ✓

    ✓

    Yuri Okina

    Outside Director

    ✓

    ✓

    ✓

    (Chairperson)

    ✓

    Isamu Kawashima

    Outside Director, Audit & Supervisory Committee Member

    (Full-time)

    ✓

    ✓

    (Chairperson)

    ✓

    Naoko Araki

    Director,

    Audit & Supervisory Committee Member

    (Full-time)

    ✓

    ✓

    Haruka Matsuyama

    Outside Director,

    Audit & Supervisory Committee Member

    ✓

    ✓

    ✓

    Kumiko Baba

    Outside Director,

    Audit & Supervisory Committee Member

    ✓

    ✓

    ✓

    Note: The Company will become a company with an Audit & Supervisory Committee, and maintains a Nominating Committee and a Compensation Committee as voluntary advisory committees to the Board of Directors.

    Reference: Policy and Procedures for Deciding Candidates for Officers and Standards for Independence of Outside Officers

    1. Policy and Procedures for Deciding Candidates for Officers

      On the appointment of candidates for the Directors, the Nominating Committee shall deliberate on and nominate them, and the Board of Directors shall decide them.

      The candidates for the Directors shall be individuals having sufficient track records, experience and knowledge, etc. for determining the Company's management policies, appropriately supporting the Company's management execution and monitoring the Company's management execution, and shall be deliberated on and decided by also taking into consideration balance and diversity of expertise on the Board of Directors. In addition, on the candidates for Outside Directors, they shall be individuals who also satisfy the "Standards for independence of outside officers."

      On the appointment of candidates for Directors who are Audit & Supervisory Committee Members, the Nominating Committee shall deliberate and, with the consent of the Audit & Supervisory Board, nominate them, and the Board of Directors shall decide them.

      The candidates for the Audit & Supervisory Committee Members shall be individuals having sufficient track records, experience and knowledge, etc. for carrying out the audits and supervision of the Company. In addition, on the candidates for Outside Audit & Supervisory Committee Members, the candidates shall be individuals who also satisfy the "Standards for independence of outside officers". One Audit & Supervisory Committee Member or more shall be individuals having a considerable degree of financial and accounting knowledge.

    2. Standards for Independence of Outside Officers

The Company has set the following standards for ensuring the Independence of outside officers.

  1. An outside officer shall not be a business executing person (referring to a director except an outside director, an executive officer or an employee; hereinafter the same) of any company of a group of consolidated companies (a "consolidated corporate group", which consists of a parent company and its subsidiaries, excluding the AGC Group) to which a company competing with the AGC Group in the AGC Group's key business areas belongs. In addition, an outside officer shall not hold 10% or more of the voting rights of a company belonging to such consolidated corporate group and shall not be a business executing person of a company which holds 10% or more of the voting rights of a company belonging to such consolidated corporate group.

  2. In the past three years, an outside officer shall not have received 10.0 million yen or more per year, except for officers' compensation, from the AGC Group.

  3. In the past three years, an outside officer shall not have been a business executing person of a company belonging to a consolidated corporate group which has the AGC Group as a main business counterparty. A consolidated corporate group which has the AGC Group as a main business counterparty means one with sales to the AGC Group exceeding 2% of consolidated net sales of the said consolidated corporate group for its most recent business year.

  4. In the past three years, an outside officer shall not have been a business executing person of a company belonging to a consolidated corporate group which is a main business counterparty of the AGC Group. A consolidated corporate group which is a main business counterparty of the AGC Group means one with sales of the AGC Group to such consolidated corporate group exceeding 2% of the AGC Group's consolidated net sales for the most recent business year.

  5. In the past three years, an outside officer shall not have been an employee of auditing firms that conduct audits of the AGC Group.

  6. An outside officer shall not be a major shareholder of the Company (who owns 10% or more of the voting rights in the Company) nor a business executing person of any major shareholder.

  7. Otherwise, absence of serious conflicts of interest or matters that may harm the independence.

Reference: Skill Matrix

On the AGC Group's approach concerning the balance, diversity and size of the Board of Directors, as a whole, which are necessary for its sustained growth and enhancement of corporate value over the medium to long term, it is as stated in the "Policy and Procedures for Deciding Candidates for Officers" (previous page). Given this policy, the Company endeavors to ensure diversity and provide balance of the Directors who hold skills in light of the "skill matrix" which clarifies the skills that the Board of Directors should possess.

On the skills, they are identified from the viewpoint of the functions required in the Board of Directors, consistency with management strategies, and business characteristics, and the definition and guidance to assess the holding of each skill are set. Upon assessment of each skill, whether particularly high track record, abundant experience, high-level insight, etc. are held or not is the guidance.

If Proposals No. 2, No. 3 and No. 4 are approved and adopted as proposed, the skills of each Director will be as follows:

Name

Posts and Responsibilities at the Company

Global Business Management

Legal & Compliance

Finance & Accounting

Environment

& Social

Sales & Marketing

Manufacturing

& R&D

IT / DX

Yoshinori Hirai

Representative Director and President

& CEO

✓

✓

✓

✓

✓

Hideyuki Kurata

Representative Director, Executive Vice President, CTO and GM of Technology General Division

✓

✓

✓

✓

✓

Yoshio Takegawa

Representative Director, Executive Vice President, CFO

✓

✓

✓

✓

Isao Teshirogi

Outside Director

✓

✓

✓

✓

Koji Arima

Outside Director

✓

✓

✓

✓

✓

Yuri Okina

Outside Director

✓

✓

Isamu Kawashima

Outside Director, Audit & Supervisory Committee Member

(Full-time)

✓

✓

✓

Naoko Araki

Director,

Audit & Supervisory

Committee Member (Full-time)

✓

✓

Haruka Matsuyama

Outside Director, Audit & Supervisory

Committee Member

✓

✓

Kumiko Baba

Outside Director, Audit & Supervisory

Committee Member

✓

✓

✓

‌Proposal No. 5: Determination of the Amount of Remuneration, etc. for Directors (excluding Directors who are Audit & Supervisory Committee Members)

At the 97th Ordinary General Meeting of Shareholders held on March 30, 2022, it was resolved to set the amount of compensation, etc. for the Directors regarding monthly compensation and bonus at 750 million yen or less per year (including 67 million yen or less per year for Outside Directors).

If Proposal No. 2 is approved and adopted as proposed, the Company will transition to a company with an Audit & Supervisory Committee. Accordingly, we propose to abolish the current provisions on Directors' compensation, and to set the amount of compensation relating to monthly compensation and bonus for Directors (excluding Directors who are Audit & Supervisory Committee Members) at 750 million yen or less per year, as with the current upper limit of the amount of compensation, etc. for the Directors, and taking into account the responsibilities of Outside Directors and recent economic conditions and other circumstances, set the portion for Outside Directors at 88 million yen or less per year.

If this proposal is approved and adopted as proposed, the Company's "Policy for Determining Compensation, etc. for Officers" (described in the matters provided by electronic measures under Business Report "3. Matters Concerning Company Officers (2) Directors and Audit & Supervisory Board Members") will, based on a resolution of the Board of Directors, be revised to reflect the transition to a company with an Audit & Supervisory Committee while remaining, in substance, the same in content.

This proposal is in line with the revised Policy for Determining Compensation, etc. for Officers, and the Board of Directors resolved to approve it after receiving a report to that effect from the Compensation Committee, the majority of the members of which are Outside Directors and which is chaired by an Outside Director; accordingly, we consider the proposal to be reasonable.

If Proposals No. 2 and No. 3 are approved and adopted as proposed, the Directors who will be subject to this proposal (excluding Directors who are Audit & Supervisory Committee Members) will be six in number (of whom three will be Outside Directors).

The effectiveness of the resolution on this Proposal shall be conditional upon the amendments to the Articles of Incorporation proposed in Proposal No. 2 becomes effective.

‌Proposal No. 6: Determination of the Amount of Remuneration, etc. for Directors who are Audit & Supervisory Committee Members

If Proposal No. 2 is approved and adopted as proposed, the Company will transition to a company with an Audit & Supervisory Committee. Accordingly, taking into account the responsibilities of Directors who will serve as Audit & Supervisory Committee Members and recent economic conditions and other circumstances, we propose to set the maximum amount of remuneration, etc. relating to the monthly remuneration for Directors who are Audit & Supervisory Committee Members at 150 million yen per year. For reference, the current maximum annual amount for monthly remuneration of Audit & Supervisory Board Members is 120 million yen.

In order to ensure the appropriateness of directors' remuneration and the transparency of the decision-making process, the Board of Directors resolved to approve it after receiving a report to that effect from the Compensation Committee, the majority of the members of which are Outside Directors and which is chaired by an Outside Director; accordingly, we consider the proposal to be reasonable.

If Proposals No. 2 and 4 are approved as proposed, the number of Directors who are Audit & Supervisory Committee Members subject to this proposal will be four.

The effectiveness of the resolution on this Proposal shall be conditional upon the amendments to the Articles of Incorporation proposed in Proposal No. 2 becomes effective.