Chiyoda : Notice of Revice Director Compensation (Excluding Directors who are Audit and Supervisory Committee Members)

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May 8, 2025

Company Name: Chiyoda Corporation Representative Director, President & CEO: Koji Ota

Stock Code: 6366 Stock Listing: Tokyo Stock Exchange Standard Section

Inquiries: Satomi Fukuda, General Manager, Corporate Services Dept.

Telephone: +81-45-225-7777

Chiyoda Corporation (Chiyoda) hereby provides notice that at the meeting convened on May 8, 2025, the Board of Directors approved the proposal to submit an agenda for "the Revice Director Compensation (excluding Directors who are Audit and Supervisory Committee Members)" to the 97th Ordinary General Meeting of Shareholders to be convened on June, 25 2025.

1. Purpose of the Revice Director Monetary Compensation (excluding Directors who are Audit and Supervisory Committee Members)

At the 93rd Ordinary General Meeting of Shareholders held on June 23, 2021, the shareholders approved

a limit of up to 290 million yen per year (up to 30 million yen per year for outside directors) in monetary compensation for Directors (excluding those on the Audit and Supervisory Committee).

Due to establish an effective compensation level for the proactive securing of outside directors, including increases in outside directors resulting from the strengthening of corporate governance and subsequent changes in the economic situation, Chiyoda proposes to revise the monetary compensation amount for Directors (excluding Audit and Supervisory Committee Members) to be within a new limit of X billion Y million yen per year, and Chiyoda proposes the abolition of the limit of up to 30 million yen per year established for outside directors.

It is proposed that the time of payment and distribution to each Director of monetary compensation shall be left to the discretion of the Board of Directors.

This proposal is deemed appropriate as it aims to secure a diverse and talented workforce and further strengthen corporate governance, while ensuring its validity by soliciting the opinions of the Audit and Supervisory Committee during the deliberation process.

The contents of this proposal will be applied to the monetary compensation for the 97th fiscal year (from April 1, 2024, to March 31, 2025), and Chiyoda also request your approval to pay the monetary compensation for the 97th fiscal year within the limits of the revised compensation framework.

Currently, there are nine directors (excluding those on the Audit and Supervisory Committee), of which three are outside directors. If the proposal for the election of directors (excluding those on the Audit and Supervisory Committee) to be presented at the 97th Ordinary General Meeting of Shareholders is approved as originally proposed, the number will remain the same at nine (including three Outside Directors).

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