DIC : Notice of Convocation of the 128th Annual General Meeting of Shareholders［2,660KB］

Please note that this is an unofficial English translation of the Japanese Notice of Convocation of the 128th Annual General Meeting of Shareholders, and is provided for your reference and convenience only, without any warranty as to its accuracy or otherwise. The original Japanese version of the Notice of Convocation is the sole official version.

1

Let me begin by expressing my appreciation to our shareholders for their ongoing support.

Fiscal year 2025, the final year of Phase 1 of our DIC Vision 2030 long-term management plan, was a defining moment for the DIC Group. Despite a volatile operating environment marked by U.S. tariff increases and heightened geopolitical risks, among other challenges, we worked as one to respond decisively and succeeded in improving our performance over the previous fiscal year. Thanks to a meticulous process of selectivity and concentration in the allocation of management resources, combined with business restructuring and cost efficiency measures, we have seen a steady upturn in profitability.

After two years of foundation building, we have positioned fiscal year 2026 as the year in which we will embark firmly on a new growth trajectory. In February 2026, we introduced Phase 2 of DIC Vision 2030 and published revised targets for fiscal year 2030—the final year of the plan—in line with our overarching goal of ensuring the consistent achievement of income growth over the medium to long term. In Phase 2, we will transition to a new Global Operating Model, reinforcing our ability to effectively execute business strategies and accelerating initiatives designed to enhance operating efficiency, with the aim of dramatically improving corporate value.

Although the outlook for the operating environment remains uncertain, we pledge to respond by promoting prompt decision making guided by clear strategies, strengthening our preparedness for addressing uncertainties and advancing businesses that help address social imperatives. Through these and other measures, we will strive to continue providing stable and appealing value to shareholders.

For fiscal year 2025, we are proposing a year-end cash dividend of 150.00 yen per share, as announced in August 2025. As a result, annual cash dividends for the period will amount to 200.00 yen per share.

In all our efforts, we look forward to the continued support and guidance of our shareholders.

Representative Director

To Our Shareholders,

Securities Identification Code: 4631

March 10, 2026 (Electronic-format materials will be available from February 28, 2026)

(Registered Office) 35-58, Sakashita 3-chome, Itabashi-ku, Tokyo (Corporate Headquarters) 7-20, Nihonbashi 3-chome, Chuo-ku, Tokyo

Takashi Ikeda, Representative Director

The 128th Annual General Meeting of Shareholders of DIC Corporation (the “Company”) will be held as described below. In convening the 128th Annual General Meeting of Shareholders, the Company has adopted measures for the electronic provision of the information that comprises the contents of the Reference Documents for the Exercise of Voting Rights (“electronic-format materials”). Please access and review these materials, which are available on the Company’s website at “Notice of Convocation of the 128th Annual General Meeting of Shareholders.”

https://www.dic-global.com/en/ir/stocks/meeting.html

In addition to the Company’s website, these electronic-format materials are available on the website of the Tokyo Stock Exchange (TSE). To access and review these materials, please input search criteria (the Company’s name or securities identification code), select “Basic Information” and then go to “Documents for public inspection/PR information.”

https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

The Annual General Meeting of Shareholders will be streamed live on the internet. For details, please see “Livestream and Submission of Questions in Advance.”

If you choose not to attend the meeting, upon review of the Reference Documents for the General Meeting of Shareholders (pages 7-16), please exercise your voting rights in advance in writing (by mail) or via the internet in accordance with the Guidance Notes on the Exercise of Voting Rights (pages 5 and 6) by 5:15 p.m., Tuesday, March 24, 2026 (Japan time).

10:00 a.m., Wednesday, March 25, 2026 (Japan time)

Marunouchi Building Hall

Marunouchi Building (Reception desk: 7th floor) 4-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo

(Please note that the venue this year is different from the one used in 2025.)

Matters to be Reported:

1. Business Report, Consolidated Financial Statements and Audit Reports of the Accounting Auditor and the Audit & Supervisory Board for the Consolidated Financial Statements for the 128th Fiscal Year (January 1, 2025–December 31, 2025)

2. Non-Consolidated Financial Statements for the 128th Fiscal Year (January 1, 2025–December 31, 2025) Matters to be Resolved:

Proposal 1. Appropriation of Surplus Proposal 2. Election of 7 Directors

Proposal 3. Election of 1 Alternate Audit & Supervisory Board Member

1. If you exercise your voting rights redundantly both by mail and via the internet or other electromagnetic means, the vote cast via the internet or other electromagnetic means shall be considered the valid vote.

2. If you exercise your voting rights on the same agenda more than once via the internet or other electromagnetic means, the latest vote cast shall be considered the valid vote.

3. If you have not indicated your approval or disapproval of any particular proposal on the Exercise of Voting Rights Form that you have submitted, you will be deemed to have voted to approve the proposal.

In the event of any revisions to the electronic-format materials, a notice to that effect will be posted on the websites shown on page 3 of this Notice of Convocation along with the relevant text before and after revision.

The Company delivers a printed copy of the electronic-format materials, excluding “Items Not Included in Documents Delivered” below, to shareholders who have requested delivery. Shareholders who have not requested document delivery but wish to do so from next year forward are asked to access the website below.

https://www.tr.mufg.jp/daikou/denshi.html

The right to vote at the General Meeting of Shareholders is an important shareholder entitlement. Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights using one of the methods indicated below. Shareholders choosing not to attend the meeting in person are requested to exercise their voting rights in advance in writing (by mail) or via the internet.

Institutional investors may use the electronic voting platform operated by ICJ, Inc.

This allows you to login without entering the login ID and temporary password provided on the Exercise of Voting Rights Form.

1. Scan the QR Code printed on the right side of the enclosed Exercise of Voting Rights Form.

2. Indicate your approval or disapproval of the proposals in accordance with the directions given.

Voting website: https://evote.tr.mufg.jp/

1. Access the voting website

2. Enter the login ID and temporary password provided on the right side of the enclosed Exercise of Voting Rights Form.

3. Indicate your approval or disapproval of the proposals in accordance with the directions given. Note: Website voting form shown is a mockup.

   Caution

   • Please note that the voting website cannot be accessed between 2:30 a.m. and 4:30 a.m. daily (Japan time).

   • Depending on your specific computer or smartphone settings and/or internet environment, you may not be able to use the voting website to exercise your voting rights.

   • Any telecommunication charges or other costs incurred in accessing the voting website shall be borne by the individual shareholder.

   • Please address any inquiries regarding the exercise of voting rights via the internet using a computer or smartphone to the help desk indicated below.

Inquiries regarding the exercise of voting rights via the internet

The Company has a basic policy regarding the appropriation of retained earning that emphasizes ensuring stable management fundamentals and more satisfactory returns to shareholders. Any additional cash generated through increases in cash provided by operations or the reduction of assets is applied to the further enhancement of shareholder returns.

Owing to the smooth progress of efforts to shrink assets, the Company has made the decision to increase the year-end dividend by 100 yen per share, as announced on August 8, 2025, and proposes the year-end dividend as follows:

1. Type of Dividend

   Cash

2. Allocation of Dividend Property to Shareholders and Total Amount of Dividend

   150 yen per share of common stock (comprising an ordinary dividend of 70 yen and a special dividend of 80 yen) Total amount of dividend: 14,243,616,750 yen

   The Company previously paid out 50 yen per share as an interim dividend. Accordingly, the aggregate amount of the annual dividends for the fiscal year 2025 will be 200 yen per share.

3. Effective Date of Dividend

March 26, 2026

Note: For information on the proposed special dividend, please refer to the press release titled “Notice Regarding Revision of Year-End Dividend Forecast for Fiscal Year 2025 (Ordinary Dividend Increase and Special Dividend)” published on August 8, 2025. https://pdf.irpocket.com/C4631/bffO/jFOE/zA6v.pdf

The term of office of all 9 incumbent Directors will expire at the conclusion of the General Meeting. Accordingly, the Company proposes the election of 7 Directors.

The candidates for Directors are as follows:

Re-Nominated Director Candidate Outside Director Candidate

Independent Director Candidate

Notes: Figures for attendance at Board of Directors' meetings for Shie Lundberg reflect the number of meetings held subsequent to her assumption of office on March 27, 2025 until December 31, 2025.

Notes:

1. There are no special interests between each candidate and the Company.

2. The number of the Company's shares held by each candidate includes the number of those to be provided for the past term of office as Executive Officer of the Company under the performance-based compensation plan, a certain proportion of which will be sold at market and provided in cash equivalent to the proceeds from the sale.

3. The Company purchases directors’ and officers’ (D&O) liability insurance from an insurance company as stipulated in Article 430-3, Paragraph 1, of Japan’s Companies Act, for all Directors, payable to the insured individuals. The insurance premiums of the insured individuals are paid in full by the Company. The insurance covers damages, including legal expenses incurred by insured individuals in the event of a claim for damages arising from an act or acts committed in the course of performing their duties. The contract is renewed annually. Each candidate for Director whose nomination is approved will be covered by this insurance, which will be renewed during their term of office.

4. Masami Fujita, Shiro Saito, Donna Costa and Shie Lundberg are candidates for Outside Directors. Matters to be particularly mentioned in connection therewith are as follows:

   1. Number of Years since the Candidates First Assumed Office of Outside Directors of the Company

      At the conclusion of the General Meeting, Masami Fujita will have served for three years as Outside Director of the Company. At the conclusion of the General Meeting, Shiro Saito and Donna Costa will have served two years as Outside Director of the Company. At the conclusion of the General Meeting, Shie Lundberg will have served one year as Outside Director of the Company.

   2. Summary of Liability Limitation Contracts

      The Company plans to extend the contract for limitation of liability with Masami Fujita, Shiro Saito, Donna Costa and Shie Lundberg if they are reelected. Pursuant to the contract, if they neglect their duties and cause damages to the Company, they shall be liable for damages up to the minimum liability amount stipulated in Article 425, Paragraph 1 of the Companies Act, on the condition that they acted in good faith and were not grossly negligent in performing their duties.

   3. Designation as Independent Directors

Masami Fujita, Shiro Saito, Donna Costa and Shie Lundberg are designated as Independent Directors pursuant to the rules of the Tokyo Stock

Exchange. For the Company’s Independence Standards for Independent Outside Officers, please refer to page 16.

With the expiration of the term of office of Alternate Audit & Supervisory Board Member Satoshi Hiyama at the start of the General Meeting, the Company proposes the election of one Alternate Audit & Supervisory Board Member to ensure that it is prepared in the event the number of Outside Audit & Supervisory Board Member falls below that required by laws and regulations.

This election may be cancelled prior to the Alternate Audit & Supervisory Board Member taking office by a resolution of the Board of Directors upon the consent of the Audit & Supervisory Board.

This proposal has received the consent of the Audit & Supervisory Board.

The candidate for Alternate Audit & Supervisory Board Member is as follows:

Re-Nominated Alternate Audit & Supervisory Board Member Candidate Audit & Supervisory Board Member Candidate

ndependent Audit & Supervisory Board Member Candidate

(Reference)

Audit & Supervisory Board Members who will remain as Members after the conclusion of the General Meeting are as follows:

Outside Member

Independent Member

Notes:

1. There are no special interests between Satoshi Hiyama and the Company.

2. Satoshi Hiyama is a candidate for Alternate Outside Audit & Supervisory Board Member. Matters to be particularly mentioned in connection therewith are as follows:

   1. Summary of Liability Limitation Contracts

      The Company plans to enter into a contract for limitation of liability with him if he takes office as Outside Audit & Supervisory Board Member. Pursuant to the contract, if he neglects his duties and causes damages to the Company, he shall be liable for damages up to the minimum liability amount stipulated in Article 425, Paragraph 1 of the Companies Act, on the condition that he acted in good faith and was not grossly negligent in performing his duties.

   2. Designation as Independent Audit & Supervisory Board Member

      The Company plans to designate him as Independent Audit & Supervisory Board Member pursuant to the rules of the Tokyo Stock Exchange if he takes office as Outside Audit & Supervisory Board Member. For the Company’s Independence Standards for Independent Outside Officers, please refer to page 16.

3. The Company purchases directors and officers (D&O) liability insurance from an insurance company for all Audit & Supervisory Board Members, payable to insured individuals, as stipulated in Article 430-3, Paragraph 1, of Japan’s Companies Act. The insurance premiums of insured individuals are paid in full by the Company. This insurance covers damages, including legal expenses incurred by insured individuals in the event of a claim for damages arising from an act or acts committed in the course of performing their duties. The contract is renewed annually. The candidate for Audit & Supervisory Board Member whose nomination is approved will be covered by this insurance, which will be renewed during their term of office.

(Assuming the Election of All Candidates at the Annual General Meeting of Shareholders) Skills Matrix

(January 1, 2025 - December 31, 2025)

1. Current Conditions of the DIC Group
   1. Business Progress and Achievements

      In fiscal year 2025, ended December 31, 2025, consolidated net sales slipped 1.8%, to ¥1,052.2 billion.

      • Looking at key global economies, concerns about supply chain disruptions and the impact on shipments due to the burden of tariff costs arose immediately after the announcement of the reciprocal tariff measures by the United States. However, the situation calmed as key countries and territories reached agreements on trade policies. Nonetheless, apprehension regarding rising prices and a resurgence of trade friction between the United States and the People’s Republic of China (PRC) persisted, as a result of which an uncertain outlook lingered for both corporate entities and consumers.

      • In this environment, operating conditions in customer industries identified as key growth areas diverged. In digital materials, used principally in electrical and electronics equipment and in displays, the operating rates of display manufacturers continued to cause fluctuations in the display market, while the semiconductor market remained robust, propelled by brisk demand for AI applications and for use in semiconductor devices, among others. In industrial materials,* used primarily in mobility solutions, the automobile market remained relatively stable, despite a temporary surge in demand due to the U.S. tariff policy and the emergence of manufacturers based in the PRC.

      • Against this backdrop, results varied for different products. Shipments of jet inks, used in digital printing, and of other high-value-added products, core chemitronics offerings such as epoxy resins and industrial-use adhesive tapes, continued to see steady growth, while products used in mobility solutions, including polyphenylene sulfide (PPS) compounds, were level with the previous fiscal year. In contrast, sales of packaging inks, pigments for coatings and for plastics and other mass-market consumer-adjacent products trended downward, owing to fears over rising prices and the economic outlook.

Operating income advanced 17.2%, to ¥52.2 billion. This was despite the decline in sales and was due mainly to firm shipments of high-value-added products, ongoing price revisions, including those implemented to counteract tariffs and exhaustive cost management efforts. This result also reflected an improvement in the Color & Display segment, owing to ongoing structural reforms in the pigments business in the United States and Europe, which helped trim costs, underpinning a return to profitability overseas from an operating loss in the previous fiscal year.

Ordinary income, at ¥44.2 billion, was up 16.7%. While foreign exchange losses mounted, reflecting the application of hyperinflationary accounting and the impact of currency translation, interest expenses fell as a result of U.S. and European interest rate cuts.

Net income attributable to owners of the parent climbed 51.8%, to ¥32.4 billion. This was a consequence of higher extraordinary income, thanks to, among others, a gain on sales of shares and investments in capital of subsidiaries and affiliates arising from withdrawal from the liquid crystal (LC) materials business and the sale of works of art, and a decrease in extraordinary losses.

Earnings before interest, taxes, depreciation and amortization (EBITDA) rose 14.2%, to ¥109.3 billion.

*The Company uses the term “industrial materials” to describe products for use in mobility solutions, namely, automobiles,

railroads and shipping, and for general industrial applications such as construction equipment and industrial machinery.

(Billions of yen)

* EBITDA = Net income attributable to owners of the parent + Total income taxes + (Interest expenses – Interest income) + Depreciation and amortization + Amortization of goodwill

Results of operations by segment are as follows: (Billions of yen)

Note: Effective from fiscal year 2025, the Company revised its segment classification for certain net sales and operating income in “Packaging & Graphic,” “Functional Products” and “Others, Corporate and eliminations.” Accordingly, certain figures for fiscal year 2024 have been restated.

Segment results in key markets are detailed on pages 19-21. Year-on-year percentage changes in squared parentheses represent increases or decreases on a local currency basis.

Breakdown of Fiscal Year 2025 Net Sales by Segment Breakdown of Fiscal Year 2025 Operating Income by Segment

Note: Percentages are calculated by adding back others, corporate and eliminations.

Packaging Materials that Bring Safety and Peace of Mind

[Printing Materials]

Gravure Inks, Flexo Inks, Offset Inks, News Inks, Jet Inks, Metal Decorative Inks, Printing Plates, Security Inks [Packaging Materials]

Polystyrene, Packaging Adhesives, Multilayer Films

¥549.7 billion Change -1.9% [-1.3%]

¥31.1 billion Change -1.7% [1.6%]

Segment sales edged down 1.9%, to ¥549.7 billion. In the area of packaging inks, used chiefly on packaging for food products, shipments deteriorated in Japan, owing to a decline in consumption, as well as in the Americas and Europe—particularly Europe, which saw an economic slowdown and changes in the competitive environment—but sales in both geographic operating regions were up, bolstered by consistent efforts to adjust sales prices. In contrast, sales of these products in Asia and elsewhere waned as a consequence of flagging market conditions and persistent price competition everywhere except in the PRC, which reported an increase attributable to initiatives aimed at fostering new customers. Sales of publication inks, which center on inks for commercial printing and news inks, decreased, owing to ongoing structural demand declines worldwide and a sharp decline in shipments triggered by intensified price competition, notably in the Americas and Europe. Sales of jet inks, used in digital printing, advanced, as shipments remained firm, buttressed by advancing digitalization. Shipments of polystyrene, applications for which include food trays, dipped, owing to a variety of factors, including rising consumer prices and resulting consumer restraint in food purchases in Japan.

Segment operating income, at ¥31.1 billion, was down 1.7%. In Japan, operating income weakened, as steps taken to modify sales prices for packaging inks and publication inks were insufficient to counter elevated costs. In the Americas and Europe, operating income fell, owing to exchange rate fluctuations arising from the depreciation of emerging market currencies, among others, despite rising on a local currency basis thanks to ongoing efforts to maintain sales prices by ensuring stable supplies and services. In Asia and elsewhere, operating income declined as a consequence of lower sales.

Color and Display Materials that Make Life Colorful

[Color Materials]

Pigments for Coatings, Pigments for Plastics,

Pigments for Printing Inks, Pigments for Specialty Applications, Pigments for Color Filters, Pigments for Cosmetics,

Health Foods

¥ 247.5 billion Change -3.7% [-4.4%]

¥5.0 billion Change Into the black [Into the black]

Segment sales slipped 3.7%, to ¥247.5 billion. Shipments of pigments for coatings and for plastics—which together account for a significant share of sales—fell as demand remained sluggish, owing to economic uncertainty, particularly in the United States and Europe. Nonetheless, sales of these products expanded, buttressed by ongoing efforts to revise sales prices in response to tariffs and to improve profitability. Among high-value-added products, shipments of pigments for color filters used in displays dwindled, as the operating rates of display manufacturers remained unstable, although sales were up, thanks to changes in the product mix. Sales of pigments for cosmetics fell, as shipments were hindered by listless demand from cosmetics manufacturers in the Americas and Europe, the principal customers for these products, among others. Sales of pigments for specialty applications rose, as shipments of products for agricultural use recovered following the completion of inventory adjustments, and shipments of products used in building materials were up. Lower overall segment sales were also due to the absence of sales of LC materials as a result of withdrawal from this business.

The segment moved back into the black, reporting operating income of ¥5.0 billion. This improvement was bolstered by increased sales of high-value-added products such as pigments for color filters and of specialty pigments, as well as by ongoing structural reforms in the pigments business in the United States and Europe, which helped trim costs, underpinning a return to profitability overseas from an operating loss in the previous fiscal year.

Functional Products that Add Comfort

[Performance Materials]

Synthetic Resins for Inks and Coatings, Molded Products, Adhesives and Textiles (Polyester Resins, Polyurethane,

Acrylic Resins, Plasticizers), Waterborne resins, Sulfur Chemicals,

Metal Carboxylates [Composite Materials]

PPS Compounds, Plastic Colorants,

Hollow-Fiber Membranes and Modules, Medical Diagnostic Products [Chemitronics]

Epoxy Resins, Industrial Adhesive Tapes, UV-curable Resins, Surfactant for Electronics Equipment, Photoresist Polymers

¥ 290.9 billion Change -1.7% [-2.1%]

¥ 23.1 billion Change 7.9% [6.9%]

Segment sales edged down 1.7%, to ¥290.9 billion. In the area of digital materials, sales of epoxy resins, the foremost application for which is electronics equipment—including semiconductors—increased, as demand for semiconductors fueled firm shipments overall. Sales of industrial-use adhesive tapes, used mainly in smartphones and other mobile devices, rose owing to steady efforts to lock in demand bolstered by broader adoption for use in new models. In the area of industrial materials, shipments of materials for mobility solutions, including PPS compounds, remained solid, despite concerns regarding the impact of U.S. tariffs on the automobile market. The decrease in segment sales also resulted from reduced sales of architectural interior materials stemming from the April 2025 divestiture of consolidated subsidiary DIC Decor, Inc.

Segment operating income advanced 7.9%, to ¥23.1 billion. This gain was despite higher costs due to advance investments in the area of chemitronics, and reflected factors such as expanded marketing of high-value-added products for use in electronics equipment and in mobility solutions and successful efforts to maintain sales prices for all products.

1. Operating Results and Financial Position

   Consolidated operating results and financial position are as follows:

   	Fiscal Year 2022 (January 1, 2022- December 31, 2022)	Fiscal Year 2023 (January 1, 2023- December 31, 2023)	Fiscal Year 2024 (January 1, 2024- December 31, 2024)	Fiscal Year 2025 (January 1, 2025- December 31, 2025)
   Net Sales (Millions of yen)	1,054,201	1,038,736	1,071,127	1,052 ,194
   Operating Income (Millions of yen)	39,682	17,943	44,521	52,192
   Operating Margin (%)	3.8	1.7	4.2	5.0
   Ordinary Income (Millions of yen)	39,946	9,216	37,905	44,250
   Net Income Attributable to Owners of the Parent (Millions of yen)	17,610	(39,857)	21,313	32,353
   Earnings Per Share (Yen)	186.05	(421.06)	225.11	341.71
   Net Assets (millions of yen)	421,088	399,267	420,615	490,844
   Total Assets (millions of yen)	1,261,637	1,244,889	1,226,433	1,274,091

   Note: Since the fiscal year 2017, the Company has introduced the Board Benefit Trust (BBT). The shares held by the trust are recorded under net assets as treasury shares. The number of treasury shares excluded from the weighted-average number of shares issued during the fiscal year used for the calculation of earnings per share includes the number of shares held by the trust.

2. Challenges to be Addressed

   Looking ahead to fiscal year 2030, the DIC Group will focus management resources in areas in which it can leverage its competitive strengths to contribute to a society that is increasingly green, digital and Quality of Life (QOL)-oriented. To this end, the Group will promote strategies outlined in DIC Vision 2030 with the aim of building a business portfolio that contributes to sustainable prosperity for society and helping achieve sustainability for the global environment and for society.

   1. Business Portfolio Transformation

      1. Strengthen profitability through the qualitative transformation of core businesses.

         Strengthen the profitability of core businesses through implementation of structural reforms of ink and packaging materials, pigments, and polymers, as well as transformation of the product portfolio.

      2. Build businesses with the potential to become new pillars that drive growth.

         An AI-integrated society is one in which AI is integrated into all aspects of social systems. Positioning "chemitronics" and "composite materials/devices" as growth businesses that support an AI-integrated society, providing materials and solutions primary in the semiconductors, batteries and physical AI fields.

   2. Sustainability Strategies

      1. Deployment of Sustainable Products

      2. Reduce CO2 emissions

      3. Response to the Circular Economy

         Special Topic 1

The Company has formulated the Phase 2 of its DIC Vision 2030 long-term management plan. As the final push toward achieving the goals of the plan, originally introduced in February 2022, Phase 2 begins in fiscal year 2026 and will conclude in fiscal year 2030. In Phase 1 of DIC Vision 2030, we succeeded in restoring our core businesses to profitability, securing a foothold growth area. In Phase 2, we will further evolve our businesses model with the aim of driving dramatic growth and enhancing corporate value, including by enhancing shareholders return.

For more information on “DIC Vision 2030 Phase 2”, please visit the website of the Company.

URL: https://pdf.irpocket.com/C4631/doF3/ejVY/MtoH.pdf

1. Basic policy of Phase 2

   • DIC Vision 2030 positions, Phase 1 (fiscal years 2022–2025) as a period for is foundation building and Phase 2 (fiscal years 2026–2030) as a period for realizing DIC’s Vision for itself.

   • During Phase 2, the Company will take further steps to ensure the achievement of its targets for fiscal year 2030, with an emphasis on building a business portfolio that delivers sustainable growth and profitability, and on bolstering corporate value by improving capital efficiency and enhancing shareholder returns.

2. Target business portfolio

   The Company aims to achieve steady business expansion by enhancing the profitability of its core businesses through structural reforms and the transformation of its product portfolio, while at the same time focusing its allocation of resources on growth businesses.

3. Initiatives aimed at establishing growth businesses

   An AI-integrated society is one in which AI is integrated into all aspects of social systems. The Company provides materials and solutions in areas that support an AI-integrated society, notably semiconductors, batteries, and physical AI, in which it can leverage its management resources.

4. Financial targets and KPIs

5. Cash allocation policies

New GELRAMIC™ Fire Propagation-Prevention Endothermic Pad Material Helps Address a Key Social Imperative by Improving Battery Safety

Fiscal year 2025 brought the development of GELRAMIC™, an endothermic pad material for lithium-ion batteries (LiBs) that prevents the spread of LiB fires. This new pad material incorporates a proprietary gel with outstanding endothermic properties that absorbs heat during a thermal runaway event, which can cause a battery’s temperature to increase uncontrollably and eventually ignite, helping to suppress temperature increases and prevent the fire from spreading beyond the battery.

GELRAMIC™ also transforms into a hard ceramic sheet at elevated temperatures, providing thermal insulation and protection against flying debris, and physically preventing the propagation of fire and heat.

Building on its exceptional flexibility, this product can be easily applied to curved surfaces, broadening the range of potential applications. The Company envisions deployment in sectors such as the collection and recycling of spent lithium-ion batteries, as well as further expansion into safety measures for electric vehicles (EVs) and stationary energy storage systems.

① 5.0 mm-thick endothermic pad installed ② No endothermic pad installed

Inside battery enclosure 1,000℃-plus

With the rapidly expanding use of LiBs continuing to grow, there has been a concurrent increase in the incidence of batteries overheating and catching fire when in use or after disposal. According to a report released by Japan’s Ministry of the Environment, LiB fires were responsible for approximately 8,500 conflagrations in fiscal year 2023 involving, among others, waste processing facilities and sanitation trucks, underscoring the need for urgent action. Accordingly, in fiscal year 2025 it became mandatory for municipalities to collect and recycle LiBs discarded by households. In fiscal year 2026, companies manufacturing or importing LiBs will also be required to collect and recycle used batteries from customers.

Against this backdrop, the Company aims to market GELRAMIC™ for use in LiB collection containers. In addition, the Company looks forward to expanding applications to include mobility solutions, such as EVs and electric-assisted bicycles. Safety tests conducted on EV battery enclosures containing multiple cells confirmed that even under the harshest conditions—in which the LiB’s internal temperature rose to over 1,300°C—the installation of this material enables the battery enclosure to maintain an exterior surface temperature below 90°C.

GELRAMIC™ made its debut at a battery trade show in September 2025, where it attracted considerable attention from visitors and the media, and is currently undergoing evaluation by multiple corporate customers and being field-tested by local authorities.

The development of this innovative material reflects the basic strategy of the DIC Vision 2030 long-term management plan to create new businesses in response to environmental, safety and health (ESH)-related issues and social changes. Going forward, the Company will continue to conduct R&D with the goal of commercializing functional materials for next-generation secondary batteries, thereby helping to reduce energy consumption and address key social imperatives.

1. Financing Activities

   1. Methods of Financing

      During fiscal year 2025, the DIC Group raised the necessary funds through borrowing from financial institutions and the issuance of commercial paper.

      In addition, interest-bearing debt as of December 31, 2025, decreased by 26.1 billion yen from the previous fiscal year-end, owing to proceeds from asset sales and the generation of robust operating cash flows, and totaled 458.3 billion yen (including lease liabilities).

   2. Principal Borrowings (as of December 31, 2025)

      Lender	Balance of Borrowings (Millions of yen)
      MUFG Bank, Ltd.	120,619
      Mizuho Bank, Ltd.	44,226
      Sumitomo Mitsui Banking Corporation	27,528

   3. Investment in Facilities

   In addition to placing a high priority on product development and research themes that promise long-term growth, the DIC Group invests in labor efficiency, rationalization, conservation and environmental safety.

   In fiscal year 2025, the DIC Group invested 40.8 billion yen in facilities. Principal investments to update or expand existing facilities, by segment, were as follows:

   Segment	Investment	Details
   Packaging & Graphic	Construction/reinforcement of production facilities for inks	Investments to build a high-efficiency production facility in the PRC in conjunction with the realignment of local ink production and to reinforce production facilities for packaging inks in the Americas and Europe
   Color & Display	Update of production facilities for pigments	Investments to update production facilities for pigments for coatings, functional pigments and other products overseas, thereby bolstering production efficiency, and to streamline production by consolidating production facilities
   Functional Products	Reinforcement of production facilities for synthetic resins and for hollow-fiber membrane modules	Investments to reinforce production facilities to expand operations in the area of synthetic resins for electronics applications, as well as to update facilities crucial to ensuring stable supplies of specialty compounds, and to augment existing production facilities for hollow-fiber membrane modules used in semiconductor fabrication equipment

   Production facility for inks (PRC) Production facility for hollow-fiber member modules (Japan)

2. Sustainability Initiatives

   The Company has established the ESG Unit, a specialized department, with the aim of further expanding DIC Group environmental, social and governance (ESG) initiatives worldwide.

   The DIC Vision 2030 long-term management plan outlines two crucial objectives, namely, build a business portfolio that contributes to sustainable prosperity for society and help achieve sustainability for the global environment and for society. To achieve these objectives, the DIC Group promotes a variety of initiatives in line with five key concepts outlined in its Basic Policy on Sustainability, namely

   • preserving safety and health;

   • managing risks relating to ESG issues;

   • ensuring fair business practices and respect for diversity and human rights;

   • maintaining harmony with the environment and advancing its protection; and

   • creating value for society through innovation and contributing to ongoing economic growth.

   In fiscal year 2025, the DIC Group’s sustainability initiatives were organized into a framework comprising 13 themes, as

   shown below

   Amid ongoing global efforts to decarbonize, companies in Japan face increasing demand both in Japan and overseas to disclose sustainability-related information. Going forward, DIC Group employees will continue working to deliver the value that its stakeholders—including its customers, suppliers, local communities, shareholders and investors, and employees—expect, showing ingenuity and a sense of responsibility.

3. Principal Facilities (Principal Offices, Plants and R&D Facilities)

1) The Company Corporate Headquarters

7-20, Nihonbashi 3-chome, Chuo-ku, Tokyo

Branch Offices

Osaka Branch (Osaka) Nagoya Branch (Aichi)

Global Network (163 companies in 62 countries and territories)