Nagase : Notice of the 111th Annual Shareholders’ Meeting

About this update from Nagase & Co., Ltd.

This document has been translated from the Japanese original for the convenience of non-Japanese shareholders. In the event of any discrepancy between this translation and the Japanese original, the original shall prevail. To our shareholders: Securities identification code: 8012 June 2, 2026 Hiroyuki Ueshima Representative Director and President NAGASE & CO., LTD. 1-1-17, Shinmachi, Nishi-ku, Osaka City, Osaka, Japan 2-6-4, Otemachi, Chiyoda-ku, Tokyo, Japan (Tokyo Head Office) NOTICE OF THE 111TH ANNUAL SHAREHOLDERS’ MEETING You are cordially invited to attend the 111th Annual Shareholders’ Meeting of NAGASE & CO., LTD. (the “Company”), which will be held as described below. When convening this shareholders’ meeting, the Company takes measures for providing information that constitutes the content of reference documents for the shareholders’ meeting, etc. (items for which the measures for providing information in electronic format are taken) in electronic format, and posts this information on the Company’s website on the Internet. Please access the Company’s website mentioned below to review the information. Company’s website https://www.nagase.co.jp/ir/stock-information/stockholders-meetings/ (in Japanese) In addition to posting the items for which the measures for providing information in electronic format are taken on the website above, the Company also posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). Please access the TSE website (Listed Company Search) by using the Internet address shown below, enter the issue name (Nagase & Co.) or securities code (8012), and click “Search,” and then click “Basic information” and select “Documents for public inspection/PR information” to review the information. TSE website (Listed Company Search) https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese) If you are unable to attend the meeting in person, you are kindly requested to exercise your voting rights in advance by postal mail or via the Internet, etc. We request that you exercise your voting rights on or before 5:15 p.m. on Tuesday, June 16, 2026 after considering the following Reference Documents for the Annual Shareholders’ Meeting. Meeting Details Date and time: Wednesday, June 17, 2026 at 10:00 a.m. (Reception begins at 9:00 a.m.) (Japan Standard Time) Venue: Nihonbashi Mitsui Hall COREDO Muromachi 1 (Reception: 4th floor) 2-2-1, Nihonbashi-muromachi, Chuo-ku, Tokyo Purposes: Items to be reported: Business Report and Consolidated Financial Statements for the 111th Term (from April 1, 2025 to March 31, 2026), as well as the results of audit of the Consolidated Financial Statements by the Independent Auditor and Audit & Supervisory Board Non-Consolidated Financial Statements for the 111th Term (from April 1, 2025 to March 31, 2026) Items to be resolved: Proposal 1: Appropriation of surplus Proposal 2: Election of nine (9) Directors Proposal 3: Election of one (1) Audit & Supervisory Board Member Proposal 4: Election of one (1) substitute Audit & Supervisory Board Member Instructions on exercising voting rights: If you exercise your voting rights both in writing (by postal mail) and via the Internet, etc., your vote via the Internet, etc. will be treated as the valid vote. If you exercise your voting rights via the Internet, etc. multiple times, the last vote will be treated as the valid vote. Any voting form returned without indicating approval or disapproval for a particular proposal will be counted as a vote for approval of the proposal. If you exercise your voting rights by proxy, you may appoint as a proxy one of the shareholders holding voting rights at the shareholders’ meeting. However, please note that a document verifying the proxy right of the person representing you must be submitted. Other matters relating to this Notice: Note regarding the shareholders’ meeting: Pursuant to laws and regulations and the provisions of the Articles of Incorporation, the following items among the items for which the measures for providing information in electronic format are taken are not included in the paper-based documents delivered to shareholders who have requested the delivery of paper-based documents. Business Report: (1) Matters relating to share options for the Company’s stock, (2) Independent Auditor, (3) Company systems and policies Consolidated Financial Statements: (1) Consolidated Statement of Changes in Net Assets, (2) Notes to Consolidated Financial Statements Non-Consolidated Financial Statements: (1) Non-Consolidated Statement of Changes in Net Assets, (2) Notes to Non-Consolidated Financial Statements These items constitute part of the Consolidated Financial Statements and Non-Consolidated Financial Statements audited by the Independent Auditor in preparing an accounting audit report, and part of the Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements audited by Audit & Supervisory Board Members in preparing an audit report. If any revisions are made to the items for which the measures for providing information in electronic format are taken, they will be announced on the Company’s website and TSE’s website. Reference Documents for the Annual Shareholders’ Meeting Proposal 1: Appropriation of surplus The Company proposes the appropriation of surplus as follows: Matters related to year-end dividend The Company will pay dividends based on consolidated cash flow and investment status, with a basic policy of “continuously increasing dividends” in consideration of consolidated performance and financial structure, while improving profitability and strengthening the corporate structure. For this fiscal year, the Company proposes a year-end dividend of 55 yen per share, based on consideration of its consolidated results, financial conditions and other matters. Type of dividend property Cash Allocation of dividend property and total amount thereof 55 yen per common share of the Company Total amount of dividends: 5,647,847,315 yen Effective date of distribution of dividends of surplus June 18, 2026 Note: The Company conducted a share split at a ratio of 4 shares for every one common share, with an effective date of April 1, 2026. For the year-end dividend for the 111th Term (fiscal year ended March 31, 2026), the record date for dividends is March 31, 2026. Therefore, the dividend will be paid based on the number of shares before the share split. [Reference] Matters relating to shareholder returns Shareholder returns policy under the Medium-term Management Plan ACE 2.0 (from fiscal 2021 to fiscal 2025) The Company resolved at the Board of Directors meeting held on May 8, 2024 to change its shareholder returns policy to “total return ratio of 100%” as a tentative measure for two years until fiscal 2025, which is the final year of ACE 2.0 , to achieve ROE of 8.0% or higher, a quantitative target under ACE 2.0 . We will pay dividends based on consolidated cash flow and investment status, with a basic policy of “continuously increasing dividends” in consideration of consolidated performance and financial structure, while improving profitability and strengthening the corporate structure, as set out previously. We previously set the amount of strategic cross-shareholdings sold during the period of ACE 2.0 as the limitation on the amount of repurchases of treasury stock. However, under the policy above, we will repurchase treasury stock in a flexible manner, while keeping efficiency in mind. Repurchases and cancellation of treasury stock The Company repurchased treasury stock as follows. Repurchase of treasury stock Total class and number of shares acquired 4,117,300 shares of common shares Total value of acquisition value 11,999,774,050 yen Acquisition period From May 9, 2025 to October 2, 2025 Acquisition method Purchased on the market Total class and number of shares acquired 2,124,100 shares of common shares Total value of acquisition value 7,999,981,700 yen Acquisition period From December 8, 2025 to January 19, 2026 Acquisition method Purchased on the market, including through an off-auction share repurchase transaction (ToSTNeT-3) Total class and number of shares acquired 648,100 shares of common shares Total value of acquisition value 2,999,668,700 yen Acquisition period From February 6, 2026 to March 24, 2026 Acquisition method Purchased on the market Cancellation of treasury stock Class and number of shares canceled 5,000,000 shares of common shares (4.35% of the total number of issued shares (including treasury stock)) Date of cancellation May 30, 2025 Shareholder returns policy under the new Medium-term Management Plan Walk the Talk 2028 (from fiscal 2026 to fiscal 2028) The Company positions the enhancement of value for its shareholders as an important management issue, and has established continuously increasing dividends and flexible repurchases of treasury stock as its shareholder returns policy. Under the new Medium-term Management Plan, the Company will seek to expand its business foundation and improve its earning power through the steady implementation of measures and the promotion of growth investments, and will aim to achieve sustainable improvement in earnings per share. Specifically, the Company uses 30% growth in EPS (profit per share) over the three-year period as a guideline. With respect to repurchases of treasury stock, the Company will seek to achieve ROE of 9%, as set forth in the new Medium-term Management Plan, and enhance shareholder value by implementing such repurchases flexibly, while taking into account the balance with opportunities for growth investments and financial soundness, as well as capital cost and share price levels. Proposal 2: Election of nine (9) Directors The terms of office of all Directors will expire at the conclusion of this meeting. Of these, Masatoshi Kamada will retire from office. Accordingly, in order to increase diversity in the Board of Directors and further strengthen the Company’s management structure, the proposal is for the election of nine Directors (including four Outside Directors). The candidates for Directors are as follows: To increase objectivity and transparency of nominations for Directors and Executive Officers, the Company established a Nomination Committee consisting of a majority of Independent Outside Directors. The aforementioned Nomination Committee is also reviewing the contents of this proposal. No. Name Gender Position in the Company Attendance of Board of Directors meetings (fiscal year ended March 31, 2026) Number of other listed companies where concurrent positions are held 1 Kenji Asakura [Reelection] [Inside Director] Male Representative Director, Chairman 17 out of 17 (100%) 1 2 Hiroyuki Ueshima [Reelection] [Inside Director] Male Representative Director, President and CEO 17 out of 17 (100%) 0 3 Tamotsu Isobe [Reelection] [Inside Director] Male Director, Executive Officer 17 out of 17 (100%) 0 4 Yoshihisa Shimizu [Reelection] [Inside Director] Male Director, Executive Officer 14 out of 14 (100%) 0 5 Hiroshi Nagase [Reelection] [Inside Director] Male Director, Senior Advisor 17 out of 17 (100%) 0 6 Ritsuko Nonomiya [Reelection] [Outside Director] [Independent officer] Female Outside Director 16 out of 17 (94%) 2 7 Noriaki Horikiri [Reelection] [Outside Director] [Independent officer] Male Outside Director 17 out of 17 (100%) 1 8 Toshiaki Mikoshiba [Reelection] [Outside Director] [Independent officer] Male Outside Director 17 out of 17 (100%) 0 9 Eriko Sakurai [New election] [Outside Director] [Independent officer] Female (New election) - 3 Notes: The number of the Board of Directors meetings does not include resolutions made in writing. The number of Board of Directors meetings indicated with regard to attendance at meetings by Yoshihisa Shimizu are the number of meetings since he was elected as Director. The number of other listed companies where concurrent positions are held refers to the number of listed companies other than the Company, where the candidate holds a directorial position. Of the three concurrent positions Ms. Eriko Sakurai holds at other listed companies, she is scheduled to retire from her position as Outside Director of Astellas Pharma Inc. in June 2026. No. Name (Date of birth) Career summary, position, responsibilities and significant concurrent positions outside the Company 1 [Inside Director] [Reelection] Kenji Asakura (December 11, 1955) Length of service: 13 years (as of conclusion of this meeting) Attendance of Board of Directors meetings: 17 out of 17 Board of Directors meetings (100%) Number of the Company’s shares held: 143,050 April 1978 Joined the Company October 2006 General Manager of Automotive Solutions Dept. April 2009 Executive Officer and General Manager of Automotive Solutions Dept. June 2013 Director, Executive Officer April 2015 Representative Director, President and CEO April 2023 Representative Director, Chairman (present position) [Significant concurrent positions outside the Company] Outside Director of Japan Tobacco Inc. Reason for nomination as candidate for Director Kenji Asakura has worked mainly in the electronics & energy, mobility, and management planning fields since joining the Company and has a character suitable as a manager of the Company. In addition, he has served as President from 2015 to 2022. In light of his extensive experience in operations and his knowledge in overall management in the Company, Mr. Asakura is nominated as a candidate for Director. No. Name (Date of birth) Career summary, position, responsibilities and significant concurrent positions outside the Company 2 [Inside Director] [Reelection] Hiroyuki Ueshima (November 5, 1965) Length of service: Four years (as of conclusion of this meeting) Attendance of Board of Directors meetings: 17 out of 17 Board of Directors meetings (100%) Number of the Company’s shares held: 114,901 April 1988 Joined the Company April 2015 General Manager of Corporate Planning Div. April 2017 Executive Officer and General Manager of Corporate Planning Div. October 2017 Executive Officer and General Manager of Automotive Solutions Dept. June 2022 Director, Executive Officer April 2023 Representative Director, President and CEO (present position) [Significant concurrent positions outside the Company] None Reason for nomination as candidate for Director Hiroyuki Ueshima has worked mainly in the functional materials, electronics & energy, mobility, and management planning fields since joining the Company, and has a personality suitable for being a part of the Company’s management team. He was appointed as Representative Director and President in April 2023. Since then, he has executed the previous Medium-term Management Plan ACE 2.0 and driven improvement of the corporate value of the Company. He is considered the most qualified person who can show leadership towards promoting the Medium-term Management Plan Walk the Talk 2028, and achieving sustainable growth of the Group and further improvement of the corporate value because he has extensive experience in operations and knowledge of overall management. Accordingly, Mr. Ueshima is nominated as a candidate for Director. No. Name (Date of birth) Career summary, position, responsibilities and significant concurrent positions outside the Company 3 [Inside Director] [Reelection] Tamotsu Isobe (April 2, 1967) Length of service: Two years (as of conclusion of this meeting) Attendance of Board of Directors meetings: 17 out of 17 Board of Directors meetings (100%) Number of the Company’s shares held: 37,359 April 1992 Joined the Company April 2017 General Manager of Performance Chemicals Dept. April 2023 Executive Officer and General Manager of Performance Chemicals Dept. June 2024 Director, Executive Officer April 2026 Director, Executive Officer, in charge of Functional Materials, Life & Healthcare, Business Development, Europe and Americas, and Corporate Planning Dept., Americas CEO (present position) [Significant concurrent positions outside the Company] None Reason for nomination as candidate for Director Tamotsu Isobe has worked in the functional materials, electronics & energy, and overseas business fields since joining the Company, possesses superb knowledge of and experience in these fields, and has a personality suitable for being a part of the Company’s management team. In light of his management skills gained through various experience, including as a general manager of business department, Mr. Isobe is nominated as a candidate for Director. No. Name (Date of birth) Career summary, position, responsibilities and significant concurrent positions outside the Company 4 [Inside Director] [Reelection] Yoshihisa Shimizu (September 14, 1964) Length of service: One year (as of conclusion of this meeting) Attendance of Board of Directors meetings: 14 out of 14 Board of Directors meetings (100%) Number of the Company’s shares held: 21,989 April 1987 Joined the Company April 2014 General Manager of Information Technology Div. April 2020 Executive Officer and General Manager of Finance & Accounting Div. June 2025 Director, Executive Officer, in charge of Corporate Administration (present position) [Significant concurrent positions outside the Company] None Reason for nomination as candidate for Director Yoshihisa Shimizu has worked in the finance and accounting, information technology, and risk management fields since joining the Company, possesses superb knowledge of and experience in these fields in Japan and overseas, and has a personality suitable for being a part of the Company’s management team. In light of his management skills gained through various experience, including as a general manager of Corporate Management Dept., Risk Management Div., and ICT Planning Div., Mr. Shimizu is nominated as a candidate for Director. No. Name (Date of birth) Career summary, position, responsibilities and significant concurrent positions outside the Company 5 [Inside Director] [Reelection] Hiroshi Nagase (July 18, 1949) Length of service: 37 years (as of conclusion of this meeting) Attendance of Board of Directors meetings: 17 out of 17 Board of Directors meetings (100%) Number of the Company’s shares held: 2,243,328 April 1977 Joined the Company April 1988 General Manager of Plastics Dept. 2 June 1989 Director June 1995 Managing Director June 1997 Representative Director, Senior Managing Director June 1999 Representative Director and President June 2001 Representative Director and President and CEO April 2015 Representative Director and Chairman April 2023 Director, Senior Advisor (present position) [Significant concurrent positions outside the Company] None Reason for nomination as candidate for Director Hiroshi Nagase has worked mainly in the advanced materials & processing, electronics & energy, and management planning fields since joining the Company and has the character suitable for being a part of the Company’s management team. In addition, he has served as President and Chairman from 1999 to 2022. In light of his extensive experience in operations and his knowledge of overall management in the Company, Mr. Nagase is nominated as a candidate for Director. No. Name (Date of birth) Career summary, position, responsibilities and significant concurrent positions outside the Company [Outside Director] [Reelection] [Independent officer] September 1987 Joined Peat, Marwick, Mitchell & Company (currently KPMG LLP) April 1997 Partner of KPMG Corporate Finance K.K. November 2000 Joined UBS Warburg Japan (currently UBS Securities Japan Co., Ltd.) January 2005 M&A Advisor, Managing Director of UBS Warburg Japan July 2008 Senior Vice President and Business Development Leader of GE Capital Asia Pacific Ltd. April 2013 Senior Executive Officer and Business Development Leader of GE Capital Japan, GE Japan Inc. (currently GE Japan Inc.) December 2013 Managing Director of GCA Savvian Corporation (currently GCA Corporation) March 2017 Director of GCA Corporation June 2020 Director of the Company (present position) February 2022 Representative Director and CEO of Houlihan Lokey Japan Co., Ltd. (present position) March 2024 Executive Officer of GCA Corporation (present position) Ritsuko Nonomiya (November 28, 1961) Length of service: Six years (as of conclusion of this meeting) Attendance of Board of Directors meetings: 16 out of 17 Board of Directors meetings (94%) Number of the Company’s shares held: 12,762 [Significant concurrent positions outside the Company] Representative Director and CEO, Houlihan Lokey Japan Co., Ltd. External Director, Shiseido Company, Limited Outside Director, Audit & Supervisory Committee Member, Nippon Yusen Kabushiki Kaisha 6 Reason for nomination as candidate for outside Director, and outline of expected roles Ritsuko Nonomiya has accumulated business experience, including auditing, in the KPMG Group and has engaged in M&A and business development in the UBS Group and the GE Group. Thus, she has advanced knowledge mainly in the fields of finance and accounting. Also, she has experience of global management in Houlihan Lokey Group, and possesses sufficient knowledge and experience regarding corporate management. She will use this knowledge and experience to make proposals concerning the Company’s overall management and is expected to enhance the corporate governance of the Group, whose overseas business operations are expanding. Accordingly, we request that Ms. Nonomiya be elected as outside Director. If the proposal is passed, she is expected to participate in the deliberations of the Company’s Board of Directors, Compensation Committee, Nomination Committee, etc. from an objective and neutral standpoint. Special notes concerning candidate for outside Director The Company has the following business relationships with the entity at which the candidate holds a concurrent position. Company name Position Transactions Seller Purchaser Ratio of transaction amount Compared with Shiseido Company, Limited External Director Sale of goods The Company Shiseido Company, Limited Below 0.4% Net sales of the Company Nippon Yusen Kabushiki Kaisha Outside Director, Audit & Supervisory Committee Member Outsourcing Nippon Yusen Kabushiki Kaisha The Company Below 0.1% Sum of cost of sales and selling, general and administrative expenses of the Company No. Name (Date of birth) Career summary, position, responsibilities and significant concurrent positions outside the Company 7 [Outside Director] [Reelection] [Independent officer] Noriaki Horikiri (September 2, 1951) Length of service: Four years (as of conclusion of this meeting) Attendance of Board of Directors meetings: 17 out of 17 Board of Directors meetings (100%) Number of the Company’s shares held: 13,394 April 1974 Joined Kikkoman Shoyu Co., Ltd. (currently Kikkoman Corporation) June 2003 Corporate Officer June 2006 Executive Corporate Officer June 2008 Director and Executive Corporate Officer June 2011 Representative Director and Senior Executive Corporate Officer June 2013 Representative Director, President and Chief Executive Officer June 2021 Representative Director, Chairman and Chief Executive Officer June 2022 Director of the Company (present position) June 2023 Representative Director and Chairman of Kikkoman Corporation (present position) [Significant concurrent positions outside the Company] Representative Director and Chairman, Kikkoman Corporation Reason for nomination as candidate for outside Director, and outline of expected roles Noriaki Horikiri has been involved in management of Kikkoman Corporation for many years and possesses advanced knowledge and extensive experience regarding corporate management. He will use this knowledge and experience to make proposals concerning the Company’s overall management including overseas development and manufacturing activities, and is expected to enhance the Group’s corporate governance. Accordingly, we request that Mr. Horikiri be elected as outside Director. If the proposal is passed, he is expected to participate in the deliberations of the Company’s Board of Directors, Compensation Committee, Nomination Committee, etc. from an objective and neutral standpoint. Special notes concerning candidate for outside Director The Company has the following business relationships with the entity at which the candidate holds a concurrent position. Company name Position Transactions Seller Purchaser Ratio of transaction amount Compared with Kikkoman Corporation Representative Director and Chairman Sale of goods Kikkoman Corporation The Company Below 0.1% Cost of sales of the Company No. Name (Date of birth) Career summary, position, responsibilities and significant concurrent positions outside the Company [Outside Director] [Reelection] [Independent officer] April 1980 April 2008 April 2011 April 2014 April 2015 April 2016 June 2017 April 2019 June 2023 Joined Honda Motor Co., Ltd. Executive Officer and Director/Vice President of Honda Motor Europe Limited President, Guangqi Honda Automobile Co., Ltd. Managing Officer, Chief Officer for Regional Operations (Europe Region), Honda Motor Co., Ltd., and President and Director, Honda Motor Europe Limited Senior Managing Officer, Honda Motor Co., Ltd. Chief Officer for Regional Operations (North America), Honda Motor Co., Ltd., and President and CEO, Honda North America, Inc. Senior Managing Director, Honda Motor Co., Ltd. Chairman, Honda Motor Co., Ltd. Director of the Company (present position) Toshiaki Mikoshiba (November 15, 1957) Length of service: Three years (as of conclusion of this meeting) Attendance of Board of Directors meetings: 17 out of 17 Board of Directors meetings (100%) Number of the Company’s shares held: 4,338 [Significant concurrent positions outside the Company] 8 None Reason for nomination as candidate for outside Director, and outline of expected roles Toshiaki Mikoshiba has been involved in management of Honda Motor Co., Ltd. for many years and possesses advanced knowledge and extensive experience regarding corporate management. He will use this knowledge and experience to make proposals concerning the Company’s overall management including overseas development and sales domain, and is expected to enhance the Group’s corporate governance. Accordingly, we request that Mr. Mikoshiba be elected as outside Director. If the proposal is passed, he is expected to participate in the deliberations of the Company’s Board of Directors, Compensation Committee, Nomination Committee, etc. from an objective and neutral standpoint. Special notes concerning candidate for outside Director Toshiaki Mikoshiba is former Chairman of Honda Motor Co., Ltd., and the Company has the following business relationships with the entity. Company name Position Transactions Seller Purchaser Ratio of transaction amount Compared with Honda Motor Co., Ltd. Former Chairman Sale of goods The Company Honda Motor Co., Ltd. Below 0.2% Net sales of the Company No. Name (Date of birth) Career summary, position, responsibilities and significant concurrent positions outside the Company [Outside Director] [New election] [Independent officer] April 1987 May 2008 March 2009 May 2011 June 2018 August 2020 Joined Dow Corning Corporation (currently Dow Silicones Corporation) Director of Dow Corning Toray Co., Ltd. (currently Dow Toray Co., Ltd.) Chairman and CEO, Representative Director Regional President Japan/Korea of Dow Corning Corporation (currently Dow Silicones Corporation) Chairman and CEO, Representative Director of Dow Toray Co., Ltd. President, Representative Director of Dow Chemical Japan Limited Eriko Sakurai (November 16, 1960) Number of the Company’s shares held: 0 [Significant concurrent positions outside the Company] 9 Outside Director, Kao Corporation Outside Director, Hitachi, Ltd. Outside Director, Astellas Pharma Inc. (scheduled to retire in June 2026) Reason for nomination as candidate for outside Director, and outline of expected roles Eriko Sakurai has been involved in management of Dow Toray Co., Ltd. for many years, has also served as an outside director at many global companies, and possesses advanced knowledge and extensive experience regarding corporate management. She will use this knowledge and experience to make proposals concerning the Company’s overall management including its overseas business, marketing, and innovation areas, and is expected to enhance the Group’s corporate governance. Accordingly, we request that Ms. Sakurai be elected as outside Director. If the proposal is passed, she is expected to participate in the deliberations of the Company’s Board of Directors, Compensation Committee, Nomination Committee, etc. from an objective and neutral standpoint. No. Name (Date of birth) Career summary, position, responsibilities and significant concurrent positions outside the Company Special notes concerning candidate for outside Director The Company has the following business relationships with Dow Toray Co., Ltd. and Dow Chemical Japan Limited, where Ms. Sakurai was involved in business execution in the past, as well as with the entity at which the candidate holds a concurrent position. Company name Position Transactions Seller Purchaser Ratio of transaction amount Compared with Dow Toray Co., Ltd. Former Chairman and CEO, Representative Director Sale of goods The Company Dow Toray Co., Ltd. Below 0.1% Net sales of the Company Sale of goods Dow Toray Co., Ltd. The Company Below 3.2% Cost of sales of the Company Dow Chemical Japan Limited Former President, Representative Director Sale of goods Dow Chemical Japan Limited The Company Below 0.6% Cost of sales of the Company Kao Corporation Outside Director Sale of goods The Company Kao Corporation Below 1.4% Net sales of the Company Sale of goods Kao Corporati on The Company Below 0.4% Cost of sales of the Company Hitachi, Ltd. Outside Director Sale of goods The Company Hitachi, Ltd. Below 0.1% Net sales of the Company Sale of goods Hitachi, Ltd. The Company Below 0.1% Cost of sales of the Company Astellas Pharma Inc. Outside Director (scheduled to retire in June 2026) Sale of goods The Company Astellas Pharma Inc. Below 0.1% Net sales of the Company Notes: Ritsuko Nonomiya, Noriaki Horikiri, Toshiaki Mikoshiba, and Eriko Sakurai are candidates for outside Director, and have been filed as independent officers pursuant to the regulations of financial instruments exchanges. There are no special interests between the candidates and the Company. Agreement limiting liability Pursuant to the Articles of Incorporation, the Company has entered into an agreement with outside Directors Ritsuko Nonomiya, Noriaki Horikiri, and Toshiaki Mikoshiba, limiting liability to the Company for damage to a certain degree. If this proposal is approved, the Company plans to renew the agreement under the same terms. If Eriko Sakurai, a candidate for new outside Director, is elected, the Company plans to enter into the agreement with her under the same terms. A summary of the agreements is as follows: If the Company incurs damage as a result of the failure of the outside Director to perform his or her duties, as long as the outside Director performed his or her duties in good faith and without gross negligence, the liability for damage that the outside Director shall owe to the Company shall be limited to the minimum amount of liability specified in Article 425, paragraph (1) of the Companies Act. Directors and officers liability insurance contract The Company’s Directors are covered by directors and officers liability insurance. Under this insurance policy, the Company pays all the insurance premiums, and the insured persons, effectively, pay no insurance premiums. If each candidate is elected as a Director and assumes the office, they will be the insured persons under this insurance policy. Covered insurance events are third-party lawsuits, shareholder representative lawsuits, corporate lawsuits, etc. In addition, the maximum total amount of insurance has been set, and officers responsible for an insurance event are required to individually pay for a certain portion of the damage incurred so that the appropriateness of their duties is not compromised. When renewing this insurance, the Company will choose similar policy provisions. Facts concerning acts in violation of laws and regulations or the Articles of Incorporation or other improper execution of business at another stock company during the period when a candidate for outside Director served as a director, executive officer, or audit & supervisory board member of that other stock company within the past five years Eriko Sakurai, a candidate for outside Director, served as an outside director of Sumitomo Mitsui Financial Group, Inc. (“SMFG”) until June 2025. SMFG and its subsidiary SMBC Nikko Securities Inc. received an administrative disposition from the Financial Services Agency in October 2022 under the Financial Instruments and Exchange Act in relation to an incident in which former officers and employees of SMBC Nikko Securities Inc. violated Article 159, paragraph (3) (illegal stabilizing transactions) of the Financial Instruments and Exchange Act. In addition, in relation to the same incident, SMBC Nikko Securities Inc. received a guilty judgment from the Tokyo District Court in February 2023, and the judgment became final and binding. Furthermore, in October 2022, SMBC Nikko Securities Inc. received an administrative disposition from the Financial Services Agency under the Financial Instruments and Exchange Act in relation to an incident in which officers and employees of SMBC Nikko Securities Inc. and Sumitomo Mitsui Banking Corporation, a subsidiary of SMFG, exchanged non-public information. In relation to the same incident, SMFG and Sumitomo Mitsui Banking Corporation also received orders to submit reports from the Financial Services Agency under the Financial Instruments and Exchange Act and the Banking Act. Ms. Sakurai was not aware of these incidents. However, as an outside director, she regularly stated the importance of compliance with laws and regulations, ensuring the appropriateness of business operations, risk management, and other matters at meetings of SMFG’s Board of Directors and committees, and made recommendations to ensure that these matters were thoroughly implemented. Even after the incidents came to light, she promoted initiatives to formulate and implement effective measures to prevent recurrence, further strengthen SMFG’s compliance system and internal management system, and foster a sound corporate culture, through deliberations and other activities at meetings of SMFG’s Board of Directors and committees. The number of Board of Directors meetings does not include resolutions made in writing. The numbers of Board of Directors meetings indicated with regard to attendance at meetings by Yoshihisa Shimizu are the number of meetings since he was elected as Director. Shares of the Company held by each candidate include shares nominally held by NAGASE & CO., LTD. Officer’s Shareholding Association. In addition, as the Company conducted a share split at a ratio of 4 shares for every one common share effective April 1, 2026, the number of shares of the Company held by each candidate is stated as the number of shares after the share split. [Reference] Matters relating to cross-shareholdings Policy regarding cross-shareholdings The Company may hold securities as cross-shareholdings where it is considered necessary, when taking into consideration the maintenance and strengthening of trading relationships as well as its business strategies, among other things, in order to achieve sustainable improvement of corporate value of the Group. With regards to the reasonableness of such holdings, relevant departments scrutinize whether the prospect of business expansion and synergies can be expected, or services essential to the corporate activities of the Group can be secured stably based on the income from related transactions and earning status and from dividends received. The results are confirmed by the Board of Directors each year. Where it is not found reasonable to hold securities, the Company has been working to sell securities in phases to reduce the holdings, while taking into account various factors. Status of cross-shareholdings 107th term Fiscal 2021 108th term Fiscal 2022 109th term Fiscal 2023 110th term Fiscal 2024 111th term Fiscal 2025 Number of securities (securities) Listed Non-listed 85 52 78 54 67 53 67 60 61 50 Total 137 132 120 127 111 Total amount on the balance sheet (million yen) Listed Non-listed 59,371 3,863 54,740 2,194 59,736 2,024 54,361 2,244 67,162 2,046 Total 63,235 56,935 61,761 56,606 69,209 Net assets (million yen) 355,092 378,388 401,315 406,460 434,025 Ratio of listed stock to net assets 16.7% 14.5% 14.9% 13.4% 15.5% Ratio to net assets 17.8% 15.0% 15.4% 13.9% 15.9% During fiscal 2025, the Company sold 13 securities worth 4.3 billion yen. (Note 1) The securities newly acquired as cross-shareholdings are three non-listed securities worth 651 million yen. The Company does not hold any shares that fall under the category of deemed shareholdings. Note 1: Including securities some of whose shares held have been sold. Proposal 3: Election of one (1) Audit & Supervisory Board Member The term of office of Gan Matsui, the Audit & Supervisory Board Member, will expire at the conclusion of this meeting. Accordingly, the proposal is for the election of one Audit & Supervisory Board Member. The Audit & Supervisory Board has given its consent to this proposal. The candidate for Audit & Supervisory Board Member is as follows: Name (Date of birth) Career summary, position and significant concurrent positions outside the Company [Outside Audit & Supervisory Board Member] [Reelection] [Independent officer] Gan Matsui (December 13, 1953) Length of service: Eight years (as of conclusion of this meeting) Attendance of Board of Directors meetings: 17 out of 17 Board of Directors meetings (100%) Attendance of Board of Audit & Supervisory meetings: 18 out of 18 Board of Audit & Supervisory meetings (100%) Number of the Company’s shares held: 16,000 April 1980 Prosecutor, Tokyo District Public Prosecutors Office April 1990 Prosecutor Tokyo District Public Prosecutors Office (Special Investigative Squad) January 2005 Director, Special Trial Department, Tokyo District Public Prosecutors Office October 2010 Assistant Public Prosecutor, Osaka High Public Prosecutors Office June 2012 Chief, Criminal Investigations, Supreme Public Prosecutors Office January 2014 Chief Prosecutor, Yokohama District Public Prosecutors Office January 2015 Superintending Prosecutor, Fukuoka High Public Prosecutors Office November 2016 Japan Federation of Bar Associations (Member, Tokyo Bar Association) Yaesu Sogo Law Office (currently Shin Marunouchi Law Firm) (present position) June 2018 Audit & Supervisory Board Member of the Company (present position) [Significant concurrent positions outside the Company] External Director and Audit and Supervisory Committee Member, Orient Corporation Outside Audit & Supervisory Board Member, Totetsu Kogyo Co., Ltd. Outside Director and Audit & Supervisory Board Member, GLOBERIDE, Inc. Outside Director, Dentsu Group Inc. Attorney, Shin Marunouchi Law Firm Reason for nomination as candidate for Audit & Supervisory Board Member Gan Matsui does not have direct managerial experience, but he has extensive experience in the legal field and possesses considerable knowledge regarding compliance and governance, and has fully fulfilled his duties as an outside Audit & Supervisory Board Member of the Company in the past, and consequently, we determined that he will properly perform his duties as outside Audit & Supervisory Board Member, and we request his election. Special notes concerning candidate for outside Audit & Supervisory Board Member The Company has the following business relationships with the entity at which the candidate holds a concurrent position. Company name Position Transactions Seller Purchaser Ratio of transaction amount Compared with GLOBERIDE, Inc. Outside Directo and Audit & Supervisory Board Member r Sale of goods The Company GLOBERIDE, Inc. Below 0.1% Net sales of the Company Dentsu Group Inc. Outside Directo Research-r related transactions Dentsu Group Inc. The Company Below 0.1% Sum of cost of sales and selling, general and administrative expenses of the Company Notes: There are no special interests between Gan Matsui and the Company. Gan Matsui is a candidate for outside Audit & Supervisory Board Member and has been filed as independent officer pursuant to the regulations of financial instruments exchanges. Agreement limiting liability Pursuant to the Articles of Incorporation, the Company has entered into an agreement with outside Audit & Supervisory Board Member Gan Matsui, limiting liability to the Company for damage to a certain degree. If this proposal is approved, the Company plans to renew the agreement under the same terms. A summary of the agreements is as follows: If the Company incurs damage as a result of the failure of the outside Audit & Supervisory Board Member to perform his duties, as long as the outside Audit & Supervisory Board Member performed his duties in good faith and without gross negligence, the liability for damage that the outside Audit & Supervisory Board Member shall owe to the Company shall be limited to the minimum amount of liability specified in Article 425, paragraph (1) of the Companies Act. Directors and officers liability insurance contract The Company’s Audit & Supervisory Board Members are covered by directors and officers liability insurance. Under this insurance policy, the Company pays all the insurance premiums, and the insured persons, effectively, pay no insurance premiums. If the candidate is elected as an Audit & Supervisory Board Member and assumes the office, he will be the insured person under this insurance policy. Covered insurance events are third-party lawsuits, shareholder lawsuits, corporate lawsuits, etc. In addition, the maximum total amount of insurance has been set, and officers responsible for an insurance event are required to individually pay for a certain portion of the damage incurred so that the appropriateness of job execution can be maintained. When renewing this insurance, the Company will choose similar policy provisions. As the Company conducted a share split at a ratio of 4 shares for every one common share effective April 1, 2026, the number of shares of the Company held by Gan Matsui is stated as the number of shares after the share split. [Reference] Roles of Directors and Audit & Supervisory Board Members upon the approval of Proposals 2 and 3 Roles particularly expected of Directors and Audit & Supervisory Board Members are as below. These have been decided by a resolution of the Board of Directors after having proposed such for consideration at a meeting of the Nomination Committee. Position Name Corporate management Global business Marketing/ Sales R&D Production/ Quality Finance and accounting Legal affairs/ Risk management Human resource management Sustainability DX Representative Director and Chairman Kenji Asakura ✓ ✓ ✓ ✓ ✓ Representative Director and President Hiroyuki Ueshima ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Director Tamotsu Isobe ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Director Yoshihisa Shimizu ✓ ✓ ✓ ✓ ✓ ✓ Director, Senior Advisor Hiroshi Nagase ✓ ✓ ✓ Outside Director Ritsuko Nonomiya ✓ ✓ ✓ ✓ ✓ ✓ Outside Director Noriaki Horikiri ✓ ✓ ✓ ✓ ✓ ✓ ✓ Outside Director Toshiaki Mikoshiba ✓ ✓ ✓ ✓ ✓ ✓ ✓ Outside Director Eriko Sakurai ✓ ✓ ✓ ✓ ✓ ✓ ✓ Outside Audit & Supervisory Board Member Masaya Ishida ✓ ✓ Audit & Supervisory Board Member Akira Takami ✓ ✓ Audit & Supervisory Board Member Takanori Yamauchi ✓ ✓ Outside Audit & Supervisory Board Member Gan Matsui ✓ ✓ ✓ Proposal 4: Election of one (1) substitute Audit & Supervisory Board Member The Company proposes to elect one substitute Audit & Supervisory Board Member to prepare for a contingency in which the Company does not have the number of Audit & Supervisory Board Members required by laws and regulations. The Audit & Supervisory Board has given its consent to this proposal. The candidate for substitute Audit & Supervisory Board Member is as follows: Name (Date of birth) Career summary, position and significant concurrent positions outside the Company [Outside Audit & Supervisory Board Member] [Reelection] [Independent officer] Takao Muramatsu (October 1, 1953) Number of the Company’s shares held: 0 April 1979 Joined Tokyo Regional Taxation Bureau April 1988 Primary Investigator, Special Investigative Squad, Tokyo District Public Prosecutors Office July 1991 Investigator, Large Enterprise and Criminal Investigation Department, National Tax Agency July 1998 Senior Investigator, Large Enterprise and Criminal Investigation Department, National Tax Agency July 2003 District Director, Shibuya Tax Office July 2005 Chief Investigator, Criminal Investigation Department, Tokyo Regional Taxation Bureau July 2009 Chief Internal Inspector, Osaka Regional Taxation Bureau July 2010 Chief Internal Inspector, National Tax Agency July 2012 Assistant Regional Commissioner (Planning and Administration), Nagoya Regional Taxation Bureau June 2013 Regional Commissioner, Takamatsu Regional Taxation Bureau October 2014 Registered as certified tax accountant President, Muramatsu Tax Accountant Office (present position) [Significant concurrent positions outside the Company] Outside Director and Audit & Supervisory Committee Member, BESTERRA CO., LTD. Outside Director and Audit and Supervisory Committee Member, SERENDIP HOLDINGS CO., LTD. Outside Director and Audit and Supervisory Committee Member, GLOBERIDE, Inc. President, Muramatsu Tax Accountant Office Reason for nomination as candidate for substitute outside Audit & Supervisory Board Member Takao Muramatsu does not have direct managerial experience, but he has held a number of important posts in Regional Taxation Bureaus. Based on his high degree of specialization relating to taxes and corporate accounting and experience as Audit & Supervisory Board Member of other companies, we have determined that he will properly perform his duties as outside Audit & Supervisory Board Member, and we request his election. Special notes concerning candidate for substitute outside Audit & Supervisory Board Member The Company has the following business relationships with the entity at which the candidate holds a concurrent position. Company name Position Transactions Seller Purchaser Ratio of transaction amount Compared with SERENDIP HOLDINGS CO., LTD. Outside Director and Audit and Supervisory Committee Member Sale of goods The Company SERENDIP HOLDINGS CO., LTD. Below 0.1% Net sales of the Company GLOBERIDE, Inc. Outside Director and Audit and Supervisory Committee Member Sale of goods The Company GLOBERIDE, Inc. Below 0.1% Net sales of the Company Notes: There are no special interests between Takao Muramatsu and the Company. Takao Muramatsu is a candidate for substitute outside Audit & Supervisory Board Member, and if he is elected as outside Audit & Supervisory Board Member, the Company plans to file notice as an independent officer pursuant to the regulations of financial instruments exchanges. Agreement limiting liability If the candidate is elected as substitute outside Audit & Supervisory Board Member and assumes the office of outside Audit & Supervisory Board Member, the Company plans to enter into an agreement pursuant to the Articles of Incorporation limiting liability to the Company for damage to a certain degree. A summary of the agreement is as follows: If the Company incurs damage as a result of the failure of the outside Audit & Supervisory Board Member to perform his duties, as long as the outside Audit & Supervisory Board Member performed his duties in good faith and without gross negligence, the liability for damage that the outside Audit & Supervisory Board Member shall owe to the Company shall be limited to the minimum amount of liability specified in Article 425, paragraph (1) of the Companies Act. Directors and officers liability insurance contract The Company’s Audit & Supervisory Board Members are covered by directors and officers liability insurance. Under this insurance policy, the Company pays all the insurance premiums, and the insured persons, effectively, pay no insurance premiums. If the candidate is elected as Audit & Supervisory Board Member and assumes the office, he will be the insured person under this insurance policy. Covered insurance events are third-party lawsuits, shareholder lawsuits, corporate lawsuits, etc. In addition, the maximum total amount of insurance has been set, and officers responsible for an insurance event are required to individually pay for a certain portion of the damage incurred so that the appropriateness of job execution can be maintained. When renewing this insurance, the Company will choose similar policy provisions. Business Report (April 1, 2025 to March 31, 2026) 1. NAGASE Group business conditions Development and results of business operations The Group’s earnings during the current fiscal year were as below. Fiscal year ended March 31, 2025 Fiscal year ended March 31, 2026 Year on year (Millions of yen) (Millions of yen) (Millions of yen) (%) Gross profit 173,301 187,687 14,386 8.3% Operating income 39,078 44,727 5,649 14.5% Ordinary income 38,382 44,096 5,713 14.9% Profit attributable to owners of the parent 25,521 33,119 7,597 29.8% In terms of performance in the current fiscal year, all profit stages increased despite a stronger yen. Gross profit increased mainly due to an increase in net sales and improved profitability at some manufacturing subsidiaries. Operating income increased due to an increase in gross profit, despite factors such as an increase in retirement benefit expenses related to the amortization of actuarial differences in general and administrative expenses. For details, see Overview by Segment. Profit attributable to owners of the parent increased by ¥7.5 billion to ¥33.1 billion despite recording a loss on discontinued operations related to the exit from the glass substrate thinning business in China, which was decided in fiscal year 2020. This increase was mainly due to higher operating income, recording gain on bargain purchase, and higher gain on sales of investment securities. Overview by Segment The following describes performance by segment. The comparative analysis of gross profit in the Life & Healthcare segment reflects the retrospective application of a change in accounting policy for the previous fiscal year. Gross profit 32.2 billion yen (down 0.8% from the previous fiscal year) Gross profit remained flat mainly due to the following factors. Sales of coating materials decreased due to lower demand in automotive and architectural applications Sales increased for raw materials for semiconductor materials Operating income increased due to a decrease in general and administrative expenses. Gross profit 27.5 billion yen (up 5.2% from the previous fiscal year) Gross profit increased mainly due to the following factors. Although sales decreased for resins used in the electrical and electronics industry, including office automation equipment, profit margin improved as a result of product mix optimization Nagase RooTAC Industries, Inc. increased sales of industrial hoses and civil engineering pipes Operating income increased due to an increase in gross profit. Gross profit 45.3 billion yen (up 13.2% from the previous fiscal year) Gross profit increased mainly due to the following factors. Sales of materials for the semiconductors increased, resulting in the increase -Sales of formulated epoxy resins by Nagase ChemteX increased as sales for AI semiconductor applications remained strong, despite sluggish demand for mobile device applications Pac Tech Group increased sales for wafer bumping equipment and bumping contract services, resulting in the increase Operating income increased due to an increase in gross profit. Gross profit 15.9 billion yen (down 3.3% from the previous fiscal year) Gross profit decreased mainly due to the following factors. Resin sales, which account for about half of gross profit, remained flat Sales decreased for functional materials and functional components for interior and exterior fittings and electrification Operating income decreased due to a decrease in gross profit. Gross profit 66.4 billion yen (up 14.3% from the previous fiscal year) Gross profit increased mainly due to the following factors. Sales remained flat for pharmaceutical raw materials and intermediates Nagase Viita improved profit margin due in part to reduction of manufacturing costs in the food ingredients business, despite flat sales of cosmetic materials Food ingredients sales by the Prinova Group increased due to an expansion of market share and an increase in volume Operating income increased mainly due to an increase in gross profit, the completion of amortization for certain intangible assets at Nagase Viita, and the promotion of efficiency improvements at the Prinova Group. No special matters to disclose. Status of capital investment, etc. During the current fiscal year, the Group made capital investment of 26.5 billion yen (including intangible fixed assets), particularly in the Life & Healthcare segment. A breakdown of capital investment amounts by segment is set forth below. Segment Amount (Millions of yen) Functional Materials 1,949 Advanced Materials & Processing 1,366 Electronics & Energy 4,591 Mobility 171 Life & Healthcare 6,471 Others, Company-wide (common) 11,966 Total 26,517 Status of capital procurement The Company has established commitment lines of 10 billion yen in total with financial institutions for fund-raising, preparing for unexpected situations. Status of transfers of business, absorption-type company split or corporate divisions No applicable information. Status of acquisition of business of other companies No applicable information. Status of assumption of rights and duties relating to the business of other companies through absorption-type merger or company split No applicable information. Status of acquisition or disposal of shares, other equity interests, or share options and the like of other companies No applicable information. Issues to be addressed Summary of the Medium-term Management Plan ACE 2.0 The Group set “pursuit of quality” as the basic policy in the Medium-term Management Plan ACE 2.0 , which covered the five-year period from fiscal 2021 to fiscal 2025. With an ACE (Accountability, Commitment, and Efficiency) mindset and in order to facilitate the NAGASE Group’s sustainable growth, we are giving concrete form (in our business, our systems, and our corporate culture) to the consideration that our stakeholders expect from us. To this end, we promoted two reforms of “Reform of Profit Structure” and “Reform of Corporate Culture,” as well as the expansion of functions that support these reforms. As a result, we have transformed ourselves into an organization capable of delivering results, and, against the financial KGIs set for the final fiscal year (fiscal 2025) of “ROE of 8.0% or higher and operating income of ¥35.0 billion,” we achieved both targets, with ROE of 8.0% and operating income of ¥44.7 billion. The financial KPIs were revised during the ACE 2.0 period. As a result of setting and operating three financial KPIs to promote “return-focused management,” profitability improved, contributing to the achievement of the financial KGIs. We also achieved our non-financial targets. In our initiatives for “carbon neutrality,” we reduced Scope 1 and 2 GHG emissions by 49.2% compared with fiscal 2013, achieving the target of a reduction of 37% or more. For “employee engagement,” the (Group) employee engagement survey implementation rate was 100%, and the (standalone) engagement survey score for fiscal 2025 was 61.7, meeting the target of 60 or higher. [Financial KGIs] Quantitative Targets of ACE 2.0 and Results Quantitative targets of ACE 2.0 and results are as shown in the table below. Measures Indicators Targets Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Fiscal 2024 Fiscal 2025 Enhance capital efficiency ROE 8.0% 5.9% 7.7% 6.6% 5.9% 6.4% 8.0% Increase earnings power Operating income ¥35.0 billion ¥21.9 billion ¥35.2 billion ¥33.3 ¥30.6 billion billion ¥39.0 billion ¥44.7 billion [Financial KPIs] [Non-financial targets] [Basic ACE 2.0 Policy] The five-year action results for each measure and the issues recognized for the next Medium-term Management Plan are as follows. [Looking Back on ACE 2.0 ]

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