Ebara : Notice of the 161th Ordinary General Meeting of Shareholders

Proposal 1: Appropriation of Surplus 8

Proposal 2: Election of Ten (10) Directors 9

Attached Documents to the Notice of the 161st Ordinary General Meeting of Shareholders

1. Condition of the Corporate Group 30

2. Shares of the Company 50

3. Subscription Rights to Shares, etc. of the Company 53

4. Corporate Officers 54

5. Independent Auditors 73

6. The Company's Systems and Policies 74

Consolidated Statement of Financial Position 88

Consolidated Statement of Profit or Loss 89

Non-consolidated Balance Sheet 90

Non-consolidated Statement of Income 91

(Translation)

Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 6361

March 9, 2026

(Start date of measures for electronic provision: February 26, 2026)

Shugo Hosoda Director

President, Representative Executive Officer, CEO & COO

EBARA CORPORATION

11-1, Haneda Asahi-cho, Ota-ku, Tokyo Japan

We hereby inform you of the 161st Ordinary General Meeting of Shareholders of EBARA CORPORATION (the "Company") to be held as follows:

In convening this General Meeting of Shareholders, the Company has taken the electronic provision measure of information (Electronic Provision Items), which is the contents of the reference materials for the General Meeting of Shareholders, etc. The information is posted on the Company's website on the Internet as the "Notice of the 161st Ordinary General Meeting of Shareholders." Please access the Company's website below to confirm the information.

https://www.ebara.co.jp/en/ir/stock/shareholdersmeeting/index.html

https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

*Please access the above website, enter and search for our company name or securities code (6361), and then select "Basic information" and go to "Documents for public inspection/PR information" for details.

1. Date and Time: 10 a.m., Thursday, March 26, 2026

   (Reception of attendees will begin at 9 a.m.)

2. Location: Otemachi One, 3F, Otemachimitsui hall

   1-2-1, Otemachi, Chiyoda-ku, Tokyo, Japan

3. Purpose of the Meeting: Matters to be reported:

   1. The Business Report and the Consolidated Financial Statements for the 161st Fiscal Year (from January 1, 2025, to December 31, 2025) and the Report of the Results of the Audits of the Consolidated Financial Statements by the Independent Auditors and the Audit Committee

   2. The Non-consolidated Financial Statements for the 161st Fiscal Year (from January 1, 2025, to December 31, 2025)

      Matters to be resolved: Proposal 1: Appropriation of Surplus Proposal 2: Election of Ten (10) Directors
4. Decisions Regarding the Convocation of the Ordinary General Meeting of Shareholders

1. The following Electronic Provision Items are not included in the materials delivered to shareholders who requested delivery of the materials in paper-based format pursuant to the provisions of law and Article 15, paragraph 2 of the Articles of Incorporation of the Company.

   1. Consolidated Statement of Changes in Equity and Notes to the Consolidated Financial Statements

   2. Non-consolidated Statement of Changes in Net Assets and Notes to the Non-consolidated Financial Statements

      Therefore, the materials delivered to shareholders who requested delivery of the materials in paper-based format shall be a part of the documents audited by the Audit Committee and the Independent Auditor in preparing the Audit Report.

2. If any shareholder has exercised his/her voting rights both via the Internet, etc. and by mailing the Voting Rights Exercise Form, only the exercise of voting rights via the Internet, etc. shall be deemed effective. If any shareholder has exercised his/her voting rights several times via the Internet etc., only the final execution shall be deemed as his/her effective exercise of voting rights.

3. If no indication of approval or disapproval is made for each proposal on the returned voting form, it will be treated as approval for the Company's proposal.

Note: If there are any revisions to the Electronic Provision Items, a statement to that effect and the items before and after the revisions shall be posted on the Company's website and the Tokyo Stock Exchange website on the Internet mentioned above.

Both revenue and operating profit exceeded the past highest records for the fifth consecutive period.

Driven by contributions from Precision Machinery, Environmental Solutions, and Infrastructure, as well as the absence of an impairment loss on goodwill recorded in Building Service & Industrial in the previous fiscal year, the company-wide operating profit ratio exceeded the previous year's level, reaching 11.9%.

* type is the Company's model code.

Even in the final year of the Medium-term Management Plan, E-Plan 2025, we continued to promote the sale of various industry-leading products.

Gas abatement system Model: LPCMN* Launched in January 2025

Canned motor pump for liquid ammonia Orders received in 2025

Direct water supply booster pump PNAGM type*/PNEHM type* Launched in April 2025

To realize the Long-term Vision, E-Vision 2030, the Company has made growth investments aiming for expanding production capacity, enhancing technical capabilities, and increasing orders for Service & Support.

Completion of new development building for semiconductor equipment (Building V8) (Fujisawa District)

Start of operation of new production building for CMP systems (Building K3) (Kumamoto District)

Construction starts on second overhaul plant for dry vacuum pumps (Scheduled to start operation in 2027) (Korea)

Completion of first dry vacuum pump overhaul plant in Tohoku region

Expansion of flagship service centers (Scheduled for completion in 2026) (U.S.)

Chairman: Hiroshi Oeda, Independent Director Number of meetings: 16

・Lead optimal governance system that enables appropriate risk-taking on both the offensive and defensive sides to continuously enhance corporate value

・Show the general direction of the business such as corporate strategies and sustainability management from a medium- to long-term perspective

・Effective supervision of business execution from an independent and objective standpoint

・Formulation of the new Long-term Vision, E-Vision 2035 and the next Medium-term Management Plan, E-Plan 2028

・Monitoring and summarizing Long-term Vision, E-Vision 2030 and Medium-term Management Plan, E-Plan 2025

・Establishment of annual management plan and setting KPIs for each Business Division

・Financial and capital policy

・Development of new businesses and company-wide marketing activities

・Sustainability-related medium- to long-term issues

・Examining and recommending matters on the compliance system

・Evaluation of effectiveness of the Board of Directors and its follow-up

Chairperson and Lead Independent Director: Teiji Koge, Independent Director Number of meetings: 12

・Establish a forum for Independent Directors to obtain sufficient information and engage in free and open discussion to share understanding of issues.

・Formulation of the new Long-term Vision, E-Vision 2035 and the next Medium-term Management Plan, E-Plan 2028

・Monitoring and summarizing Long-term Vision, E-Vision 2030 and Medium-term Management Plan, E-Plan 2025

・Establishment of annual management plan and setting KPIs for each Business Division

・Financial and capital policy

・Development of new businesses and company-wide marketing activities

・Sustainability-related medium- to long-term issues

・Examining and recommending matters on the compliance system

・Evaluation of effectiveness of the Board of Directors and its follow-up

Chairperson: Teiji Koge, Independent Director Number of meetings: 18

・Programs to train and select next-generation managers

・Succession planning of Directors (Transparency of the executive nomination process and enhancement of the talent pool)

・Deliberation on candidates for Directors

・Deliberation on candidates for Executive Officers

Chairperson: Mie Fujimoto, Independent Director Number of meetings: 15

・Compensation system for Directors and Executive Officers

・Individual compensation for Directors and Executive Officers

・Short-term performance-linked compensation based on performance evaluation results for Executive Officers

・Consideration and revision of allowance amounts for Directors

・Consideration and revision of ESG indicators in short-term performance-linked compensation

・Introduction of malus and clawback clauses

Chairperson: Junko Nishiyama, Independent Director Number of meetings: 17

・Audit of Executive Officers' business execution and legal compliance systems

・Status of development and operation of group internal controls pertaining to the Companies Act and the Financial Instruments and Exchange Act, and status for responding to revised internal control reporting system

• Status of implementing recurrence prevention measures, "Groupwide Fair Procurement Promotion Program" for compliance following the recommendations regarding violations of the Subcontract Act from the Japan Fair Trade Commission

  ・Status of consideration by the Corporate Internal Audit Division regarding the establishment of a group internal audit system and status of business audit implementation to overseas subsidiaries, etc.

  ・Status of development of Group governance system under five-company system by target market and CxO system

• Inspection of the establishment and operation status of the Internal Reporting Desk, and ensuring effectiveness in responding to reported matters

・New management accounting and cost accounting system with SAP implementation, appropriateness of internal controls related to significant accounting matters under IFRS, and response status to quarterly disclosure system

The Company regards returning a portion of its income to its shareholders as one of its most important management policies, and has set a policy to carry out shareholder returns, linking dividends to performance and aiming for a consolidated payout ratio of 35% or more.

Based on this policy, we would like to pay a year-end dividend of ¥31 per share.

As a result, the total annual dividend for the fiscal year under review amounts to ¥59 per share, combined with the interim dividend of ¥28 per share.

Matters concerning the year-end dividend

1. Type of dividend property Cash

2. The matters regarding the assignment of the dividend property to shareholders and the total amount of dividend

   ¥31 per share of common stock of the Company Total amount: ¥14,154,177,067

3. Effective date of dividends of surplus March 27, 2026

[Reference] (Dividend per share)

161st

160th

159th

158th

10.0

157th

28.0

23.0

19.5

17.0

22.6

21.6

26.3

31.0

(plan)

32.0

32.6

38.6

45.8

55.0

59.0

(plan)

Year-end dividend (yen)

Interim dividend (yen)

*The Company conducted a 5-for-1 stock split of its common stock, effective July 1, 2024. The above graph and table are presented on the assumption that the stock split was executed at the beginning of the 157th period, allowing for a retroactive comparison with the previous four periods.

The term of office of all ten (10) current Directors will expire at the conclusion of this 161st Ordinary General Meeting of Shareholders. Therefore, the Company proposes to elect ten (10) Directors.

If the nominees for Directors are appointed as stated in this proposal, the number of outside Directors will be seven (7) and the number of female Directors will be three (3) out of ten (10). We believe that this will continue to enable supervisory functions with greater independence and diversity.

The nominees for Directors meet the standards in accordance with the "Role of the Board of Directors and Standards for Election of Directors" and "Role and Standards for Independence of Independent Directors" (pages 22 and 23) established by the Company.

In order to maintain and improve effectiveness of the Board of Directors and Directors, the Company stipulates roles and qualification requirements for Directors based on attributes and posts in "Ebara Corporate Governance Basic Policy" (pages 24 through 27). The Nomination Committee confirms and decides that each nominee has the qualification requirements, knowledge and experiences of several items in "expected fields for Directors" the Company puts emphasis on.

See the Company's website at the following address for information "Ebara Corporate Governance Basic Policy" https://www.ebara.com/content/dam/ebara/grand-masters/entities/en/ir/governance/corporate-governance-library/pdf/20240611cgbasicpolicy_1.pdf

Re-election: Nominee for re-election as Director

Outside: Nominee for Outside Director

New election New Nominee for Director

Independent: Independent Director notified to the securities exchange Executive: Nominee for Executive Internal Director

Non-executive: Nominee for Non-executive Internal Director

Note: Mr. Shugo Hosoda and Ms. Kaeko Kitamoto were newly elected at the 160th Ordinary General Meeting of Shareholders held on March 26, 2025, and their attendance at meetings of the Board of Directors held since that date is provided above.

Composition of the Board of Directors

The Board of Directors will have the following composition after this proposal is approved for election.

* The above table does not represent all of the knowledge of the nominees.

* Committees and Positions to be Appointed

Nomination Committee: Nominee for Member of the Nomination Committee Compensation Committee: Nominee for Member of the Compensation Committee Audit Committee: Nominee for Member of the Audit Committee

Lead Independent Director: Nominee for Chief Independent Director

• Message to shareholders

  I will take on a role of enhancing Ebara's corporate value through Governance to Value (G to V) by overseeing and supporting as Director, Chairman and a member of the Nomination Committee, thereby meeting the expectations of our shareholders.

• Brief personal history, and assignments and responsibilities in the Company

  April 1986 Joined the Company

  April 2010 Executive Officer of the Company

  April 2011 Division Executive, Sales and Marketing Division, Precision Machinery Company of the Company April 2014 Managing Executive Officer of the Company

  June 2015 Managing Executive Officer of the Company (Change in Japanese only; English unchanged) April 2016 President, Precision Machinery Company of the Company

  March 2019 Director of the Company

  President, Representative Executive Officer of the Company

  January 2023 CEO of the Company COO of the Company

  January 2024 President, Precision Machinery Company of the Company March 2025 Chairman of the Company (to present)

  Member of the Nomination Committee of the Company (to present)

  Number of the Company's shares held 269,944 shares Number of years served as Director 7 years

  * At the conclusion of this general meeting

• Important concurrent positions

  None

  Concurrent positions as officer in listed companies including the Company (planned)

  Executive	0
  Non-executive	1

  * In the event the proposal is approved.

• Reasons for selecting the nominee for Director and expected roles

  Nominee has been involved in the semiconductor industry for many years and has committed to launching global business operations. Since his appointment as President of Precision Machinery Company, he has led the business in supplying a wide range of products essential to advanced semiconductor manufacturing worldwide, and has deep knowledge and a strong track record in the semiconductor field. Since his appointment as President, he has demonstrated strong leadership in the creation of the optimal business execution structure, and endeavored to promote dynamic management through swift decision-making, greatly improving corporate value. Since his appointment as Chairman of the Company, he has continued to drive reforms aimed at further strengthening the governance system.

  Nominee meets qualification requirements stipulated by the Company for Directors, and he is expected to play a role in the areas of "corporate management and management strategy," "technology R&D and innovation" and "environment" in particular. Nomination Committee selected him as a Director to continue to promote the governance reform as Chairman of the Company by leveraging his extensive management experience and knowledge of the semiconductor business.

  * Since Mr. Masao Asami was newly elected as a member of the Nomination Committee at the Board of Directors meeting held on March 26, 2025, the table shows his attendance at the Nomination Committee meetings held on and after the said date.

  Nominee No.	Shugo Hosoda Attendance rate (FY ended December 31, 2025) Date of birth: September 1, 1966 (Age: 59) *Age is as of the date of the General Meeting Board of Directors* 100% of Shareholders (March 26, 2026)	(11/11)	Re-election Executive President and Representative Executive Officer
  2

• Message to shareholders

  We set our 10-Year Vision in the Long-term Vision, E-Vision 2035, and formulated the Medium-term Management Plan, E-Plan 2028, a guideline for the first three years of our path toward that vision, marking the first step toward the realization of the vision. In a business environment where various geopolitical and geoeconomic risks coexist, we will steadily advance toward our vision while simultaneously practicing caution and boldness. By keeping both the present and the future in mind and firmly steering our business management, we aim to maximize corporate value over the medium to long term, thereby meeting the expectations of our shareholders.

• Brief personal history, and assignments and responsibilities in the Company

  October 1993 Joined the Company

  April 2015 Division Executive, Governance Promotion Department of the Company April 2016 Deputy Vice President, Elliott Group Holdings, Inc.

  Deputy Vice President, Elliott Company January 2018 Vice President, Elliott Group Holdings, Inc.

  Vice President, Elliott Company

  January 2019 Director, Elliott Group Holdings, Inc.

  March 2021 Executive Officer of the Company

  Division Executive, Finance & Accounting Division of the Company

  March 2022 Division Executive, Corporate Strategic Planning, Finance and Accounting Division of the Company January 2023 Division Executive, Corporate Strategic Planning, Finance and Accounting Division & CFO of the

  Company

  August 2023 Chairperson, EBARA (CHINA) CO., LTD.

  January 2024 CFO (responsible for Corporate Strategic Planning, Finance, Accounting, and Tax) of the Company March 2025 Director of the Company (to present)

  President, Representative Executive Officer of the Company (to present) CEO of the Company (to present)

  COO of the Company (to present)

  Number of the Company's shares held 72,612 shares Number of years served as Director 1 year

  * At the conclusion of this general meeting

• Important concurrent positions

  None

  Concurrent positions as officer in listed companies including the Company (planned)

  Executive	1
  Non-executive	0

  • In the event the proposal is approved.

• Reasons for selecting the nominee for Director and expected roles

  Nominee has diverse experience with a deep understanding of the Company's business and an ability to develop strategies, serving as CFO after holding key roles, including the business manager of the Environmental Plants Business, the Corporate Strategic Planning and Finance Division and at the Head Office, and overseas Group companies. Since his appointment as the President, he has demonstrated strong leadership in the establishment of the Long-term Vision, E-Vision 2035 and the Medium-term Management Plan, E-Plan 2028 and has contributed to the Company's sustainable growth.

  Nominee meets qualification requirements stipulated by the Company for Directors. Nomination Committee selected the Nominee as a Director to demonstrate leadership as a Director concurrently executing business as President and Representative Executive Officer toward further growth, as well as his ability to play an appropriate role on the Board of Directors in the aspects of both supervision and execution going forward.

  • Since Mr. Shugo Hosoda was newly elected and appointed as Director at the 160th Ordinary General Meeting of Shareholders held on March 26, 2025, the table shows his attendance at the meetings of the Board of Directors held on and after the said date.

    Nominee No.	Hiroshi Oeda Date of birth: March 12, 1957 (Age: 69) *Age is as of the date of the General Meeting of Shareholders (March 26, 2026)	Attendance rate (FY ended December 31, 2025) Board of Directors 100% Nomination Committee 100% Independent Directors' Meeting 100%	(16/16) (18/18) (12/12)	Re-election Independent Director Chairman of the Board of Directors Nomination Committee
    3

• Message to shareholders

  The Board of Directors of the Company intends to achieve Governance to Value by developing its corporate governance and linking it to tangible results, specifically corporate value enhancement. Fortunately, the Company's recent performance and stock price have been strong, and we feel that a certain level of concrete results has been realized. The key, however, is to ensure that our governance evolves continuously. I am determined to keep a tight rein on my own management of the Board of Directors and fulfill the responsibilities of its Chairman.

• Brief personal history, and assignments and responsibilities in the Company

  April 1980 Joined Nisshin Flour Milling Inc. (currently Nisshin Seifun Group Inc.) June 2009 Director, Nisshin Seifun Group Inc.

  April 2011 Director and President, Nisshin Seifun Group Inc.

  April 2015 Member of Management Council, Hitotsubashi University April 2017 Director and Executive Adviser, Nisshin Seifun Group Inc.

  June 2017 Corporate Special Adviser, Nisshin Seifun Group Inc. (to present) President, Seifun Kaikan Inc. (Retired in June 2022)

  March 2018 Director of the Company (to present)

  Member of the Nomination Committee of the Company

  June 2018 Outside Director, SEKISUI CHEMICAL CO., LTD. (to present) March 2019 Chairperson of the Nomination Committee of the Company June 2019 President, Hitotsubashi University Koenkai (to present)

  March 2020 Lead Independent Director of EBARA

  December 2020 Vice-Chairperson, Japanese National Commission for UNESCO (Retired in November 2023) March 2022 Chairman of the Board of Directors of the Company (to present)

  Member of the Nomination Committee of the Company (to present) June 2023 Outside Director, JAPAN POST HOLDINGS Co., Ltd. (to present)

  Number of the Company's shares held 18,506 shares Number of years served as Director 8 years

  * At the conclusion of this general meeting

• Important concurrent positions

  Corporate Special Adviser, Nisshin Seifun Group Inc. Outside Director, SEKISUI CHEMICAL CO., LTD.* President, Hitotsubashi University Koenkai

  Outside Director, JAPAN POST HOLDINGS Co., Ltd.*

  (* indicates listed companies at which the candidate serves as an officer.)

  Concurrent positions as officer in listed companies including the Company (planned)

  Executive	0
  Non-executive	3

  • In the event the proposal is approved.

• Reasons for selecting the nominee for Independent Director and expected roles

  Nominee has a track record of significantly improving business performance by dramatically enhancing global competitiveness through entry into overseas markets and M&A as a management executive in a listed company representative of the flour-milling and food industry. He also has abundant experience in general corporate management, in addition to being well-versed in global business.

  Nominee meets qualification requirements stipulated by the Company for Directors, and he is expected to play a role in the areas of "personnel and human resource development," "finance, accounting, and capital policy" and "corporate management and management strategy" in particular. Nomination Committee selected him as an Independent Director to continue to serve as the Chairman of the Board of Directors to demonstrate leadership in management of the Board and improvement of governance.

• Special interests in the Company, and the Company's subsidiaries, affiliates and major business partners

  There are no special interests between Hiroshi Oeda and the Group. With regard to the standards of independence, the nominee meets the Company's standards of independence.

  Nominee No.

  4

Attendance rate

(FY ended December 31, 2025) Re-election

Mie Fujimoto

Date of birth: August 17, 1967

Board of Directors 100% (16/16)

Independent Director Chairperson of the

(Age: 58)

*Age is as of the date of the General Meeting of Shareholders (March 26, 2026)

Compensation

Committee

Independent Directors' Meeting

100% (15/15)

100% (12/12)

Compensation Committee Audit Committee

• Message to shareholders

  To realize our vision in E-Vision 2035, I will support business execution by creating an environment for appropriate risk-taking through appropriate monitoring. Furthermore, as a member of the Compensation Committee, I will ensure an appropriate compensation system and level aligned with our objectives. In addition, as a newly appointed member of the Audit Committee, I will strive to ensure effective supervision by providing new perspectives, drawing upon my knowledge and experience as an attorney at law.

• Brief personal history, and assignments and responsibilities in the Company

  April 1993 Registered as an attorney at law (to present) Joined New Tokyo Sogoh Law Office

  June 2009 Outside Corporate Auditor, Kuraray Co., Ltd.

  April 2015 Joined TMI Associates (to present)

  June 2015 Outside Audit & Supervisory Board Member, SEIKAGAKU CORPORATION (Retired in June 2023) June 2016 Outside Audit & Supervisory Board Member, Tokyo Broadcasting System Holdings, Inc.

  (Audit & Supervisory Board Member, Tokyo Broadcasting System Television, Inc.) (to present) March 2019 Outside Director, Kuraray Co., Ltd. (Retired in March 2020)

  March 2020 Director of the Company (to present) Member of the Compensation Committee

  March 2022 Chairperson of the Compensation Committee of the Company (to present) June 2024 External Member of the Board, Elematec Corporation (Retired in June 2025)

  Number of the Company's shares held 15,506 shares Number of years served as Director 6 years

  * At the conclusion of this general meeting

• Important concurrent positions

  Attorney at law

  Partner, TMI Associates

  Outside Audit & Supervisory Board Member, Tokyo Broadcasting System Holdings, Inc. * (Audit & Supervisory Board Member, Tokyo Broadcasting System Television, Inc.)

  (* indicates listed companies at which the candidate serves as an officer)

  Concurrent positions as officer in listed companies including the Company (planned)

  Executive	0
  Non-executive	2

  • In the event the proposal is approved.

• Reasons for selecting the nominee for Independent Director and expected roles

  Nominee is an attorney at law well versed in corporate legal affairs centered on labor-related regulations. She utilizes her abundant experience as an outside officer of a listed company. Furthermore, she actively speaks in important meetings such as the Board of Directors, leveraging her extensive experience, abundant knowledge and expertise, and also she has led the Compensation Committee activities, including the discussions on revision of the Company's compensation system and decisions on the compensation standards for Directors and Executive Officers, as the Chairperson of the Committee.

  Nominee meets qualification requirements stipulated by the Company for Directors, and she is expected to play a role in the areas of "legal affairs and risk-management," "personnel and human resource development," and "auditing" in particular. Nomination Committee selected the Nominee to serve as an Independent Director to continue to lead the Compensation Committee as the Chairperson of Compensation Committee and also to demonstrate her ability as a newly appointed member of the Audit Committee. Although she has not been directly involved in corporate management, we have determined that she will be able to fulfill her duties as an Independent Director for the aforementioned reasons.

• Special interests in the Company, and the Company's subsidiaries, affiliates and major business partners

  There are no special interests between Mie Fujimoto and the Group. With regard to the standards of independence, the nominee meets the Company's standards of independence.

  Nominee No.	Akihiko Nagamine Date of birth: May 5, 1958 (Age: 67) *Age is as of the date of the General Meeting of Shareholders (March 26, 2026)	Attendance rate (FY ended December 31, 2025) Re-election Board of Directors 100% (16/16) Non-executive Audit Committee Audit Committee 100% (17/17)
  5

• Message to shareholders

  Amidst tensions, contradictions, and accelerating uncertainty in the world, the Company is making steady progress toward E-Plan 2028. Leveraging my experience to date, I am committed to supporting management in embracing change as an opportunity to carve out the future. At the same time, I will remain vigilant even in times of prosperity and encourage early detection of and preparation for crises, thereby contributing to the Company's pursuit of addressing social issues and initiatives to enhance corporate value. I will do my utmost to fulfill the trust placed by society and the responsibilities entrusted by shareholders.

• Brief personal history, and assignments and responsibilities in the Company

  April 1982 Joined EBARA DENSAN LTD.

  June 2006 Director, EBARA DENSAN LTD.

  July 2010 Joined the Company, General Manager, Investment and Affiliates Supervision Department, Finance & Corporate Accounting Division

  April 2014 Division Executive, Finance & Accounting Division

  April 2015 Executive Officer (shikkou-yakuin)

  June 2015 Executive Officer (shikkou-yaku)

  Responsible for Finance & Accounting, Group Management, and Internal Control

  March 2021 Director of the Company (to present) Member of the Audit Committee (to present)

  Number of the Company's shares held 99,579 shares Number of years served as Director 5 years

  * At the conclusion of this general meeting

• Important concurrent positions

  None

  Concurrent positions as officer in listed companies including the Company (planned)

  Executive	0
  Non-executive	1

  • In the event the proposal is approved.

• Reasons for selecting the nominee for Director and expected roles

  Nominee has abundant experience in the Finance and Accounting Division of the Company, promoted advancement and streamlining of the Group's accounting and financing systems, and demonstrated strong leadership in strengthening the Company's financial base as the head of the Division. After appointment as a Director, he has contributed to the activities of Audit Committee by broadly auditing the Company and the Group as a member of the Committee.

  Nominee meets qualification requirements stipulated by the Company for Directors, and is expected to play a role in the areas of "legal affairs and risk management," "finance, accounting and capital policy," and "auditing" in particular. Nomination Committee selected the Nominee as a Director to continue to serve as a member of the Audit Committee.

  Takuya Shimamura

  Date of birth: December 25, 1956

  Attendance rate

  Nominee No.

  6

(FY ended December 31, 2025) Board of Directors 88% (14/16)

Re-election Independent Director

(Age: 69)

*Age is as of the date of the General Meeting of Shareholders (March 26, 2026)

Compensation

Committee

Independent Directors' Meeting

100% (15/15)

100% (12/12)

Compensation Committee

• Message to shareholders

  For many years, the global economy has developed through the construction of supply chains based on the international division of labor based on FTA. Today, however, that premise is beginning to crumble due to the regional economic blocs. The Group strives to accurately grasp the increasingly complex and uncertain changes in the business environment, and deepen or explore the technological solutions which we have honestly cultivated across our various businesses, aiming to constantly provide value that is essential to the world. As an Independent Director, I will strive to meet the expectations of our shareholders and contribute to further enhancement of corporate value.

• Brief personal history, and assignments and responsibilities in the Company

  April 1980 Joined Asahi Glass Co., Ltd. (currently AGC Inc.)

  January 2009 Executive Officer and GM of Planning & Coordination Office, Chemicals Company, Asahi Glass Co., Ltd. January 2010 Executive Officer and President of Chemicals Company, Asahi Glass Co., Ltd

  January 2013 Senior Executive Officer and President of Electronics Company, Asahi Glass Co., Ltd January 2015 President & CEO, Asahi Glass Co., Ltd

  March 2015 Representative Director and President & CEO, Asahi Glass Co., Ltd January 2021 Representative Director, Chairman, AGC Inc.

  March 2021 Director, Chairman, AGC Inc. (Scheduled to retire in March 2026) March 2022 Director of the Company (to present)

  Member of the Compensation Committee (to present)

  June 2022 Outside Audit & Supervisory Board Member, JFE Holdings, Inc. June 2025 Outside Director, JFE Holdings, Inc. (to present)

  Number of the Company's shares held 9,406 shares

  Number of years served as Director 4 years

  * At the conclusion of this general meeting

• Important concurrent positions

  Director, Chairman, AGC Inc.* (Scheduled to retire in March 2026)

  Outside Director, JFE Holdings, Inc.*

  (* indicates listed companies at which the candidate serves as an officer)

  Concurrent positions as officer in listed companies including the Company (planned)

  Executive	0
  Non-executive	2

  • In the event the proposal is approved.

• Reasons for selecting the nominee for Independent Director and expected roles

  Nominee has realized global integrated management by leading organizational cultural reforms as a senior management of a listed company representing the chemical and materials industries. Through challenges in the electronics and high-tech fields, he has established global competitiveness in semiconductor-related materials, contributing to the enhancement of corporate value. Furthermore, he has abundant overseas management experience, including experience as president of an Indonesian subsidiary, and is also familiar with business management in the global market.

  Furthermore, he actively speaks in important meetings such as the Board of Directors, and also contributes to deliberation of topics, including the discussions on revision of the Company's compensation system and decisions on the compensation standards for Directors and Executive Officers.

  Nominee meets qualification requirements stipulated by the Company for Directors, and he is expected to play a role in the areas of "personnel and human resource development," "finance, accounting, and capital policy," and "corporate management and management strategy" in particular. Nomination Committee selected the Nominee to serve as an Independent Director to continue to demonstrate his ability as a member of Compensation Committee.

• Special interests in the Company, and the Company's subsidiaries, affiliates and major business partners

  There are no special interests between Takuya Shimamura and the Group. With regard to the standards of independence, the annual transactions between the Group and AGC Inc., where the nominee was involved in the execution of business in the past, are as follows, and the nominee meets the Company's standards of independence.

  Subject of transaction, etc.	Recipient of consideration for transaction	Provider of consideration for transaction	Ratio in transaction value	Subject of comparison	Remarks
  Products and after services of the Company	The Group	AGC Inc.	Less than 0.1% (Less than 600 million yen)	Consolidated revenue of the Company for the year ended December 31, 2025	The nominee has not been involved in the business execution of AGC Inc. since March 2021.

  Nominee No.	Teiji Koge Date of birth: November 14, 1953 (Age: 72) *Age is as of the date of the General Meeting of Shareholders (March 26, 2026)	Attendance rate (FY ended December 31, 2025) Board of Directors 100% Nomination 100% Committee Independent Directors' Meeting 100%	(16/16) (18/18 ) (12/12 )	Re-election Lead Independent Director Chairperson of the Nomination Committee
  7

• Message to shareholders

  Guided by the EBARA Group founding spirit of "Netsu to Makoto" (Passion and Dedication), the Company's mission is to contribute to the resolution of social issues using the strengths of its technological capabilities and reliability. As an Independent Director, in order to help achieve sustainable growth and enhancement of corporate value, I will strive to establish an environment for the support of appropriate risk-taking that takes into account both offense and defense, give advice on corporate strategy and ESG management from a medium- to long-term perspective, and provide highly effective supervision of business execution.

• Brief personal history, and assignments and responsibilities in the Company

  April 1976 Joined Sekisui Chemical Co. Ltd.

  June 2005 Director, Sekisui Chemical Co. Ltd.

  President of Nagoya Sekisui Heim Co. Ltd.

  October 2005 Director, Head of President's Office of Housing Company, Sekisui Chemical Co. Ltd. February 2008 Director, President of Housing Company, Sekisui Chemical Co. Ltd.

  April 2008 Director, Managing Executive Officer, and President of Housing Company, Sekisui Chemical Co. Ltd. April 2009 Director, Senior Managing Executive Officer, and President of Housing Company, Sekisui Chemical Co.

  Ltd.

  March 2014 Director, Senior Managing Executive Officer, and Head of CSR Department and Corporate Communications Department, Sekisui Chemical Co. Ltd.

  March 2015 President Representative Director, and Chief Executive Officer, Sekisui Chemical Co. Ltd. March 2020 Chairman of the Board and Representative Director, Sekisui Chemical Co. Ltd.

  June 2022 Director and Chairperson, Sekisui Chemical Co. Ltd. (Planned to be appointed as Director in March 2026) March 2023 Director of the Company (to present)

  Member of the Nomination Committee of the Company March 2024 Lead Independent Director of the Company (to present)

  Chairperson of the Nomination Committee of the Company (to present)

  Number of the Company's shares held 6,411 shares

  Number of years served as Director 3 years

  * At the conclusion of this general meeting

• Important concurrent positions

  Director and Chairperson, Sekisui Chemical Co. Ltd.* (Planned to be appointed as Director in March 2026) (* indicates listed companies at which the candidate serves as an officer)

  Concurrent positions as officer in listed companies including the Company (planned)

  Executive	0
  Non-executive	2

  • In the event the proposal is approved.

• Reasons for selecting the nominee for Independent Director and expected roles

  Nominee has long been involved in the management of a listed company representing the chemical and housing industries, and has abundant experience and broad insight in all aspects of corporate management, including improving business performance from a top management position at a manufacturer and being actively involved in ESG management. Furthermore, he actively speaks in important meetings such as the Board of Directors, in addition to contributing to activities of the Nomination Committee as the Chairperson of the Committee, such as selection of Director nominees, the succession planning of President, selection of nominees for management executives and nurturing of such candidates.

  Nominee meets qualification requirements stipulated by the Company for Directors, and he is expected to play a role in the areas of "personnel and human resource development," "finance, accounting and capital policy," "corporate management and management strategy," and "environment" in particular. Nomination Committee selected the Nominee to serve as an Independent Director to continue to lead the Nomination Committee as the Chairperson of the Nomination Committee.

• Special interests in the Company, and the Company's subsidiaries, affiliates and major business partners

  There are no special interests between Teiji Koge and the Group. With regard to the standards of independence, the nominee meets the Company's standards of independence.

  Tsuyoshi Numagami

  Date of birth: March 27, 1960

  Attendance rate

  Nominee No.

  8

(FY ended December 31, 2025) Board of Directors 100% (16/16)

Re-election Independent Director

(Age: 65)

*Age is as of the date of the General Meeting of Shareholders (March 26, 2026)

Compensation

Committee

Independent Directors' Meeting

100% (15/15

)

100% (12/12

)

Compensation Committee

• Message to shareholders

  I have been involved in research and education in the field of business administration, mainly in the area of business strategy and organizational theory. In addition, I have deepened my knowledge of management by engaging in dialogue with many corporate managers through executive programs as well as being involved in university management as university board member. If I am elected as an Independent Director, I am determined to do my utmost to enhance EBARA CORPORATION's governance and corporate value, leveraging the theoretical and empirical knowledge I have acquired to date.

• Brief personal history, and assignments and responsibilities in the Company

  April 2000 Professor, Graduate School of Commerce and Management, Hitotsubashi University

  January 2011 Dean of Graduate School, Graduate School of Commerce and Management, Hitotsubashi University December 2014 Board Member/Executive Vice President, Hitotsubashi University

  April 2018 Professor, Graduate School of Business Administration, Hitotsubashi University (Retired in March 2023) June 2018 Outside Audit & Supervisory Board Member, JFE Holdings, Inc.

  April 2021 Professor, Tokyo Tech Academy of Energy and Informatics, Tokyo Institute of Technology (Retired in March 2023)

  June 2022 External Director, Tokyo Century Corporation (to present)

  March 2023 Director of the Company (to present) Member of the Audit Committee

  April 2023 Professor Emeritus, Hitotsubashi University (to present)

  Professor, Institute for Business and Finance, Waseda University (to present) March 2024 Member of the Compensation Committee of the Company (to present)

  June 2025 Outside Director (Audit & Supervisory Board Member), JFE Holdings, Inc. (to present)

  Number of the Company's shares held 6,411 shares

  Number of years served as Director 3 years

  * At the conclusion of this general meeting

• Important concurrent positions

  Outside Audit & Supervisory Board Member, JFE Holdings, Inc.* External Director, Tokyo Century Corporation*

  Professor Emeritus, Hitotsubashi University

  Professor, Institute for Business and Finance, Waseda University

  (* indicates listed companies at which the candidate serves as an officer)

  Concurrent positions as officer in listed companies including the Company (planned)

  Executive	0
  Non-executive	3

  • In the event the proposal is approved.

• Reasons for selecting the nominee for Independent Director and expected roles

  As a researcher in corporate management, the nominee has deep academic knowledge of corporate management strategy and organization, as well as extensive expertise in various industrial fields providing a wide range of recommendations. Furthermore, he actively speaks in important meetings such as the Board of Directors, and also contributes to deliberation of topics, including the discussions on revision of the Company's compensation system and decisions on the compensation standards for Directors and Executive Officers, as a member of Compensation Committee.

  Nominee meets qualification requirements stipulated by the Company for Directors, and he is expected to play a role in the areas of "finance, accounting and capital policy," "auditing," and "corporate management and management strategy" in particular. Nomination Committee selected the Nominee to continue to serve as an Independent Director to demonstrate his ability as a member of Compensation Committee. Although he has not been directly involved in corporate management, we have determined that he will be able to fulfill his duties as an Independent Director for the aforementioned reasons.

• Special interests in the Company, and the Company's subsidiaries, affiliates and major business partners

  There are no special interests between Tsuyoshi Numagami and the Group. With regard to the standards of independence, the nominee meets the Company's standards of independence.

  Nominee No.	Kaeko Kitamoto Date of birth: April 15, 1965 (Age: 60) *Age is as of the date of the General Meeting of Shareholders (March 26, 2026)	Attendance rate (FY ended December 31, 2025 Board of Directors* 100% (11/11) Audit Committee* 100% (11/11) Independent Directors' Meeting* 100% (10/10)	Re-election Independent Director Chairperson of the Audit Committee
  9

• Message to shareholders

  EBARA CORPORATION has established the new Long-term Vision, E-Vision 2035 and the Medium-term Management Plan, E-Plan 2028 and will promote business operations toward sustainable enhancement of corporate value. I consider it essential for the Board of Directors to exercise effective supervisory functions, including monitoring the development and operation of risk management and internal control systems in order to execute the medium- to long-term management strategy. I will leverage my experience and knowledge in corporate auditing to enhance EBARA CORPORATION's corporate value over the medium to long term.

• Brief personal history, and assignments and responsibilities in the Company

  April 1988 Joined Sapporo Breweries Limited (currently Sapporo Holdings Limited) October 1993 Joined Ota Showa Audit Corporation (currently Ernst & Young ShinNihon LLC) April 1997 Registered as a Certified Public Accountant (to present)

  July 2009 Partner, Ernst & Young ShinNihon LLC

  September 2018 Member of Electricity and Gas Market Surveillance Commission, Ministry of Economy, Trade and Industry (Retired in August 2024)

  July 2019 Executive Board Member, Ernst & Young ShinNihon LLC (Retired in June 2023)

  July 2023 External Audit & Supervisory Board Member, DAIKIN INDUSTRIES, LTD. (to present) Outside Director, Harmonic Drive Systems Inc. (to present)

  March 2025 Director of the Company (to present) Member of the Audit Committee (to present)

  Number of the Company's shares held 2,001 shares Number of years served as Director 1 year

  * At the conclusion of this general meeting

• Important concurrent positions

  Certified Public Accountant

  External Audit & Supervisory Board Member, DAIKIN INDUSTRIES, LTD.* Outside Director, Harmonic Drive Systems Inc.*

  (* indicates listed companies at which the candidate serves as an officer)

  Concurrent positions as officer in listed companies including the Company (planned)

  Executive	0
  Non-executive	3

  • In the event the proposal is approved.

• Reasons for selecting the nominee for Independent Director and expected roles

  Nominee is a certified public accountant with a wide variety of audit experience gained over many years at a major audit corporation and has abundant knowledge and a wealth of experience in corporate accounting and audit areas. Furthermore, she actively speaks in important meetings such as the Board of Directors, extensively audits the Company and the Group, and also contributes to the activities of the Audit Committee as the Chairperson of the Committee.

  Nominee meets qualification requirements stipulated by the Company for Directors, and she is expected to play a role in the areas of "legal affairs and risk-management," "finance, accounting and capital policy," and "auditing" in particular. Nomination Committee selected the Nominee to serve as an Independent Director to lead the Audit Committee as the newly appointed Chairperson of Audit Committee. Although she has not been directly involved in corporate management, we have determined that she will be able to fulfill her duties as an Independent Director for the aforementioned reasons.

• Special interests in the Company, and the Company's subsidiaries, affiliates and major business partners

  There are no special interests between Kaeko Kitamoto and the Group. With regard to the standards of independence, the nominee meets the Company's standards of independence.

  • Since Ms. Kaeko Kitamoto was newly elected as Director and a member of the Audit Committee at the 160th Ordinary General Meeting of Shareholders held on March 26, 2025 and the meeting of the Board of Directors held on the same date, and the table shows her attendance at the meetings of the Board of Directors and the Audit Committee meetings held on and after the said date.

    Nominee No.	Takayo Hasegawa Date of birth: October 15, 1959 (Age: 66) *Age is as of the date of the General Meeting of Shareholders (March 26, 2026)	Attendance rate (FY ended December 31, 2025) Board of Directors -%	New election Independent Director (-/-) Nomination Committee
    10

• Message to shareholders

  Amidst drastic changes in the social landscape and business environment, achieving sustainable growth while maintaining sound governance requires both a strong business backed by technology and a robust corporate governance framework to support it. I will strive to contribute to further enhancing EBARA CORPORATION's governance and the medium to long-term corporate value by leveraging my experience as a corporate manager and my long-standing expertise as a development engineer.

• Brief personal history, and assignments and responsibilities in the Company

  April 1984 Joined Showa Electric Wire & Cable Co., Ltd.

  July 1994 Head, High-Temperature Superconductivity Laboratory, Fundamental Technology Research Department., Showa Electric Wire & Cable Co., Ltd.

  April 2006 Director; Director, Technical Development Center, SHOWA CABLE SYSTEMS CO., LTD.

  June 2009 Managing Director; Director, Technical Development Center, SHOWA CABLE SYSTEMS CO., LTD. June 2013 Director; General Manager, The Technology Planning Office, SWCC SHOWA HOLDINGS CO., LTD.

  (currently SWCC Corporation)

  Director; Director, Technical Development Center, SHOWA CABLE SYSTEMS CO., LTD. June 2018 President and Director, SWCC SHOWA HOLDINGS CO., LTD.

  April 2019 President and Representative Director; Group CEO, SWCC SHOWA HOLDINGS CO., LTD. June 2022 Outside Director, HOYA CORPORATION (to present)

  April 2024 Representative Director, CEO, President and Executive Officer, SWCC Corporation April 2025 Representative Director, SWCC Corporation (to present)

  Number of the Company's shares held 500 shares

  Number of years served as Director - years

  * At the conclusion of this general meeting

• Important concurrent positions

  Representative Director and Chairman, SWCC Corporation * Outside Director, HOYA CORPORATION *

  (* indicates listed companies at which the candidate serves as an officer)

  Concurrent positions as officer in listed companies including the Company (planned)

  Executive	0
  Non-executive	3

  • In the event the proposal is approved.

• Reasons for selecting the nominee for Independent Director and expected roles

  Nominee has been involved in R&D and the promotion of technological innovation in a listed non-ferrous metal company specializing in wires and cables. After her appointment as the company's first female President in 2018, she executed rapid governance reforms and achieved a remarkable recovery in business performance through radical restructuring of the profit structure. Furthermore, she has deep insight as a researcher and strong execution capabilities as a manager, and she is expected to contribute significantly to the Company's growth.

  Nominee meets qualification requirements stipulated by the Company for Directors, and she is expected to play a role in the areas of "personnel and human resource development," "finance, accounting and capital policy," "corporate management and management strategy" and "technology R&D and innovation" in particular. Nomination Committee selected the Nominee to newly serve as an Independent Director to demonstrate her ability as a member of Nomination Committee.

• Special interests in the Company, and the Company's subsidiaries, affiliates and major business partners

There are no special interests between Takayo Hasegawa and the Group. With regard to the standards of independence, the nominee meets the Company's standards of independence.

Notes:

1. No nominee has any special interest in the Company.

2. Notable matters relating to the nominees for Outside Directors are as follows:

   1. The Company has notified the Tokyo Stock Exchange of the designation of Hiroshi Oeda, Mie Fujimoto, Takuya Shimamura, Teiji Koge, Tsuyoshi Numagami and Kaeko Kitamoto as Independent Directors as stipulated by the exchange. In the event that the re-election of the six (6) nominees above is approved at the General Meeting of Shareholders, they will continue in their positions as Independent Directors. In the event that the election of Takayo Hasegawa is approved, she will newly become an Independent Director.

   2. During the service of Hiroshi Oeda, Mie Fujimoto, Takuya Shimamura, Teiji Koge, Tsuyoshi Numagami and Kaeko Kitamoto as Independent Directors, there were no violations of law at the Company.

   3. During the past five (5) years, when Hiroshi Oeda, Mie Fujimoto, Takuya Shimamura, Teiji Koge, Tsuyoshi Numagami, Kaeko Kitamoto and Takayo Hasegawa were in the post of Officer at other companies, there were no violations of law, etc., at those companies.

   4. Independence as candidate for Independent Director

      1. No nominee for Independent Director has ever been in an executive position or a position to execute duties for the Company or any subsidiary of the Company.

      2. No nominee for Independent Director is in an executive position or a position to execute duties for a business entity in a special relationship with the Company. Furthermore, there has been no such relevant relationship during the past ten (10) years.

      3. No nominee for Independent Director is going to receive a large amount of money or other assets except for compensation as Director from the Company or any business entity in a special relationship with the Company. Furthermore, there has been no such arrangement in the past two (2) years.

      4. No nominee for Independent Director is a spouse, a relative within the third degree, or such a closely related person of a business executor of the Company or any business entity in a special relationship with the Company.

      5. No nominee for Independent Director was a business executor of a company with which the Company has merged for the past two (2) years.

3. In relation to "a company with a material business relationship with the EBARA Group" in the "Independence Standards of Independent Director of EBARA," those for which both the following amounts and percentages for each fiscal year are less than 5 million yen and less than 0.1% have been omitted from the descriptions of these business relationships for the relevant fiscal year. (Minor Standards)

   1. Transaction amount relating to the provision of goods or services from the EBARA Group to business partners, and the ratio in transaction value to the EBARA Group's consolidated net sales

   2. Transaction amount relating to the provision of goods or services from business partners to the EBARA Group, and the ratio in transaction value to the business partners' consolidated net sales

4. An overview of the agreements to limit liability for damages is provided below.

   1. The Company has entered into agreements with Hiroshi Oeda, Mie Fujimoto, Takuya Shimamura, Teiji Koge, Tsuyoshi Numagami and Kaeko Kitamoto to limit their liability for damages as outlined under Article 423, paragraph 1 of the Companies Act in accordance with Article 427, paragraph 1 of the Companies Act. The limit of liability for damages under the agreement is the minimum liability amount stipulated under Article 425, paragraph 1 of the Companies Act. However, this limit will be applicable only when the performance of duties giving rise to such responsibilities is recognized to have been carried out in good faith and with no gross negligence. In the event that the re-election of the six (6) nominees above is approved at the General Meeting of Shareholders, similar agreements will be continued.

   2. If the election of Takayo Hasegawa is approved, the Company plans to enter into agreements with her to limit her liability for damages as outlined under Article 423, paragraph 1 of the Companies Act in accordance with Article 427, paragraph 1 of the Companies Act. The limit of liability for damages under the agreement is the minimum liability amount stipulated under Article 425, paragraph 1 of the Companies Act. However, this limit will be applicable only when the performance of duties giving rise to such responsibilities is recognized to have been carried out in good faith and with no gross negligence.

5. The Company has entered a directors and officers liability insurance policy with an insurance company as provided in Article 430-3, paragraph 1 of the Companies Act, with the Directors, Executive Officers, and

   statutory auditors of the Company and the Group as the insured persons. This policy covers losses that may arise from the insured's assumption of liability incurred in the course of the performance of duties, or the pursuit of such liability. In the event that the re-election of the nominees above is approved at the General Meeting of Shareholders, they will be included in the insured of this insurance policy. In addition, this insurance contract will be renewed with the same contents at the next renewal.

6. The age of each nominee for Director is as of this General Meeting of Shareholders.

7. In the event the proposal is approved, the Nomination, Compensation and Audit Committees will be made up of the following members.

Nomination Committee: Teiji Koge (Chairperson), Hiroshi Oeda, Masao Asami, Takayo Hasegawa Compensation Committee: Mie Fujimoto (Chairperson), Takuya Shimamura, Tsuyoshi Numagami Audit Committee: Kaeko Kitamoto (Chairperson), Akihiko Nagamine, Mie Fujimoto

The Board of Directors must make its best effort to realize the mission it has been given by shareholders to "continuously improve corporate value" while giving the greatest consideration possible within reasonable bounds to the positions of all stakeholders. In addition to the perspective of establishing an internal control environment for preventing scandals etc. (defensive posture), the Board needs to exhibit leadership from the perspective of establishing an environment enabling management to boldly face challenges to prevent upside risks in which business opportunities are missed (offensive posture).

To be able to exhibit both defensive and offensive leadership, the Board of Directors must enable the best conclusion to be reached while avoiding closed discussion through the exchange of diverse opinions. To achieve this, the Board must be made up of personnel with sufficient knowledge and experience inside and outside the Company concerning important matters from the perspective of business management. Directors need to have sufficient expert knowledge at least in one field, in addition to common sense (logical thinking), enabling them to make decisions based on the opinions of members with expert knowledge and information from within and outside the Company.

In addition, the Board of Directors must realize a clear division of roles between supervision and execution in order to enable effective supervision of the management team responsible for business execution, and to enable the Board of Directors to objectively evaluate and express opinions on the progress and results of business execution from a standpoint independent of business execution. In order to achieve this, a company with Nomination, Compensation, and Audit Committees, which can delegate the authority and responsibility for business execution to the executive officers, is adopted as an organizational design, minimizing the number of Executive Officers and effectively utilizing Non-executive Directors (Independent Directors* and Directors from within the company who do not concurrently serve as executive officers). To ensure the independence and objectivity of the Nomination, Compensation, and Audit Committees, which form the cornerstone of corporate governance, they shall be composed solely of Non-executive Directors, and the majority of the members of each committee shall be Independent Directors, and the chairperson of each committee shall also be an Independent Director in principle.

From this perspective, the Board of Directors shall be composed of at least a majority of Independent Directors.

* Independent Directors: Independent Directors that satisfy the Company's independence standards and for which notification as independent officers has been submitted to the Tokyo Stock Exchange. All of the Company's Independent Directors are registered as independent directors.

One of the principal roles of Independent Directors is to provide candid opinions and recommendations for problem-solving thinking based on the decision of whether it is appropriate to entrust management to current Executive Officers from the perspective of the common interests of shareholders by examining and assessing the results of the Company's management and the performance of Executive Officers as needed in light of the management strategies and management plans determined by the Board of Directors.

All nominees for Independent Director are chosen from personnel with a high level of independence and adequate specialized knowledge in areas expected to be important in company management to enable them to participate in discussion on the essence of management from a position that is completely independent of the execution of business.

In addition, the Company has established its own independence standards based on the independence standards specified by the Tokyo Stock Exchange.

[Independence Standards of Independent Director of EBARA]

Independent persons with no material interests in the Company are to be appointed as Independent Directors. "Independent persons with no material interests" refer to persons to whom none of the following items applies.

1. An internal employee or former internal employee of the Company or its subsidiaries who do not meet the requirements for Outside Directors stipulated in Article 2, item 15, of the Companies Act.

2. A person who has been a director (excluding outside director), statutory auditor (excluding outside audit & supervisory board member), executive officer, or employee executing the business of a company with a material business relationship with the Company and its consolidated subsidiaries (hereinafter referred to as the "EBARA Group" or "the Group" in this part) in the past five years. "A company with a material business relationship with the EBARA Group" refers to any of the following

   1. A company to which sales were made accounting for 2% or more of consolidated revenue of the EBARA Group in any of the fiscal years in the past three years.

   2. A company that made sales to the EBARA Group accounting for 2% or more of its consolidated revenue in any of the fiscal years in the past three years of procurement by the EBARA Group.

   3. The two financial institutions with the highest average balance of borrowings by the EBARA Group at the end of the fiscal year over the past three years.

3. A person who is a major shareholder of the Company or the representative of the interests thereof.

   Specifically, a shareholder of the Company holding 10% or more of the total shares issued, or a director, an executive, an executive officer, a manager or other employee of a company representing the interests thereof within the two years preceding the appointment of Director nominees.

4. A person providing professional services to the EBARA Group.

   "Professional services" refer to the following categories according to the services provided.

   1. Certified public accountant

      A person who has been directly engaged in the financial auditing of the EBARA Group in the past five years.

   2. Attorney, tax accountant, patent attorney, judicial scrivener, or management consultant

   A person who has provided services to the EBARA Group in the past three years and has received annual compensation of ¥10 million (including tax) or more.

5. A person who has received or belongs to a for-profit group that has received donations, financing, or guarantee of debt from the EBARA Group.

6. A person within two degrees of relationship with a relative who falls under any of item 1 through item 4, or a person of another degree of relationship who resides with the relative.

7. A person who currently serves as a director, a statutory auditor or an executive officer of a company that has accepted a director or a statutory auditor from the EBARA Group.

Roles, qualifications and competencies required for directors (excerpted from EBARA Corporate Governance Basic Policy chapter 6)

Roles Qualifications and Competencies

Directors ∙ Strive to make the best efforts at

deliberations at the Board of Directors meetings and monitor business execution, so that the Board of Directors is able to fulfill its role as a monitoring board to "show the general direction of the business such as corporate strategies, etc.," "create an environment that enables appropriate risk-taking in business execution," and "conduct highly effective supervision of business execution from an independent and objective standpoint"

• Make wise decisions with broad insight and logical thinking based on his/her expertise in specific fields, while taking into account opinions of other Directors and information from inside and outside the Company

• Express not only approval or disapproval on issues, but also present new issues for growth of the Company during deliberations

• Has outstanding personality, high ethical standards, a spirit of exploration, and a spirit of independence

• Has demonstrated outstanding results, because of his/her excellent knowledge in corporate management, experience in decision-making from a responsible position or demonstrating professional skills

• Has or willing to acquire the latest information on industries and/or peripheral/relevant domains related to the strategic direction and/or medium-to long term issues of the Company

• Has insight and logical-thinking ability to make judgments by referring to the opinions of other Directors and new information from inside and outside the Company, rather than solely relying on his/her own past experience and knowledge

• Committed to the governance reform of the Company and motivated to develop himself/herself by contributing to the process of its evolution

  Chairman of the Board of Directors

• Conduct to facilitate agenda setting for the Board of Directors meetings, and effective decision-making and problem-solving deliberations

• Conduct to facilitate smooth operation of the Board of Directors and promote specific business execution

• Demonstrate leadership in implementing the PDCA cycle of the Board of Directors including leading the evaluation of effectiveness of the Board of Directors as a whole, each Committee and Director, and take the initiative in improving governance at all times

• Demonstrate leadership in disseminating information to the stock market and necessary information gathering

• Lead the Board of Directors in a fair, objective and self-restraint manner

• Fully realize his/her responsibility and demonstrate leadership as the chief of the highest decision-making body of the Company

• Interested in the Company's business execution and management personnel, and is willing to deepen the understanding of the same by having dialogues with the execution side

  Roles Qualifications and Competencies

  Lead Independent Director

• Hold Executive Sessions for Independent Directors to improve the quality of the Board of Directors meetings by promoting their understanding of issues by selecting proper agenda items and organizing discussion points

• Establish and supervise appropriate training programs for the Independent Directors, including newly appointed Independent Directors, by identifying the needs of each Independent Director, such as deepening understanding of specific issues

• Lead the Independent Directors in a fair, objective and self-restraint manner and earn trust from the stakeholders

• Has broad insight and able to develop appropriate improvement measures for Independent Directors to fulfill their roles

  Roles Qualifications and Competencies

  Independent Directors

• Enhance the quality of deliberations at the Board of Directors meetings by providing opinions and recommendations for problem-solving thinking from an objective and diversity perspective

• At Executive Sessions, strive to determine the true nature of the issue by actively making efforts to understand the Company and its business as its background

• Assume the duties as a member of the Nomination Committee, Audit Committee and/or Compensation Committee

• Participate in the Board of Directors meetings and other meeting structures on management, independently from the Executive Officers, when deemed necessary, and provide supervision and advice on the Company's operations by expressing his/her views and other means

• In the event an evaluation and/or judgment independent from the Executive Officers with respect to the Company compliance, etc. is required, participate in such evaluation and/or judgment

• Supervise and verify key business measures, result of management, and the Executive Officers' performance in light of the management strategy and plan determined by the Board of Directors, and provide candid opinions and recommendations for problem-solving thinking regarding the appropriateness of entrusting management to the current Executive Officers from an objective standpoint

• Provide candid opinions and recommendations from the standpoint of shareholders and other stakeholders

  * Independent Directors' Meeting: A meeting body that solely consists of Independent Directors. Held a few days

  Independent Directors are expected to have superior knowledge and experiences in one or more of the following domains

• Has experience serving in a responsible position in corporate management and demonstrated leadership in corporate transformation

• Has demonstrated leadership in implementing and enhancing the ESG-based management

• Has demonstrated leadership in personnel, human resource development, and corporate culture reform

• Has intimate knowledge of solving issues related to finance, accounting and/or capital policy

• Has intimate knowledge of auditing

• Has intimate knowledge of legal affairs, internal control, and governance reforms

• Has intimate knowledge of technical development and R&D

• Has intimate knowledge of global environment

• Has intimate knowledge with regard to adequate conduct of an enterprise as a social entity such as respect for human rights, diversity, health and working environment, and supply chain management

• Has intimate knowledge of areas which are anticipated to rapidly evolve in the future, such as digitization and AI technology

  prior to the Board of Directors meeting

  Roles Qualifications and Competencies

  Non-Executive Inside Directors

  Chairman of the Company

  Chairperson of the committee

• Express opinions from an objective perspective based on his/her prior experience of business execution

• Monitor the status of business execution as appropriate, and provide appropriate supervision for execution of important matters

• Serve a role to deepen the understanding of issues related to business execution and the organization among the Independent Directors, and act as a liaison with the Executive Officers, as needed

• Demonstrate leadership in the process required for the change and make recommendations to the Board of Directors in coordination with the Chairman of the Board of Directors

• In case an Independent Director serves as the Chairman of the Board of Directors, assist the Chairman and function as a good advisor as required

• Serve the roles required in the Group's external activities as required

• Establish committee agendas and lead discussions to foster effective decision-making and problem-solving, ensuring the fulfillment of each committee's designated roles

  • Has the same qualifications and competencies required of Independent Directors

  • Has broad knowledge of business execution of the Company and is capable of supervising and supporting business execution through proper communications

(Nomination)

Proactively gather information on human resources and enthusiastically engage in the development and diversification efforts to ensure the ongoing long-term quality of management personnel

(Compensation)

Establish incentives that promote appropriate efforts to accelerate organizational revitalization, human resource development, and corporate culture reform

(Audit)

Facilitate the execution of auditing and internal control functions within the Group from an overarching perspective, while actively engaging in their execution