Nippon Paint : Notice of the 201st Annual General Meeting of ShareholdersPDF886KB

(Securities Code 4612)

Sent Date: March 12, 2026 Date of Measures for Electronic Provision: March 2, 2026

Dear Shareholders:

Yuichiro Wakatsuki

Director, Representative Executive Officer & Co-President

Nippon Paint Holdings Co., Ltd.

2-1-2 Oyodokita, Kita-ku, Osaka, Japan

We would like to express our appreciation for your continued support and patronage.

We are pleased to announce the 201st Annual General Meeting of Shareholders of Nippon Paint Holdings Co., Ltd. (the "Company"), which will be held for the purposes as described below.

When convening this general meeting of shareholders, the Company takes measures for electronic provision that constitutes the content such as reference documents for the general meeting of shareholders and other matters (matters subject to measures for electronic), and posts this information online as "Notice of the 201st Annual General Meeting of Shareholders." Please access either of the following websites to review the information.

https://www.nipponpaint-holdings.com/en/ir/stock/meeting/ https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese only)

If you are unable to attend the meeting, you can exercise your voting rights via electronic method such as the Internet or in writing. Please review the attached "Reference Documents for the General Meeting of Shareholders" and exercise your voting rights by 5 p.m. on Thursday, March 26, 2026, Japan time.

1. Date and Time: Friday, March 27, 2026, at 10 a.m. Japan time
2. Place: 4th Floor Hall, Osaka Head Office of the Company, 2-1-2 Oyodokita, Kita-ku, Osaka, Japan
3. Meeting Agenda: Matters to be reported: 1. The Business Report, the Consolidated Financial Statements and the Non-Consolidated Financial Statements for the Company's 200th Fiscal Year (January 1, 2025 - December 31, 2025)

   2. The Results of audits by the Accounting Auditor and the Audit Committee of the Consolidated Financial Statements for the Company's 200th Fiscal Year (January 1, 2025 - December 31, 2025)

   Proposals to be resolved: Proposal 1: Appropriation of Surplus Proposal 2: Election of 8 Directors

   (Note 1)

   If it is necessary to revise the matters for which measures for providing information in electronic format are to be taken, a notice of the revisions and the details of the matters before and after the revisions will be posted on the Company's aforementioned websites on which the matters for which measures for providing information in electronic format are to be taken have been posted.

   (Note 2)

   In accordance with laws and regulations and the Company's Articles of Incorporation, among matters for which measures for providing information in electronic format are to be taken, "Systems for Ensuring Appropriate Operations and Operating Status of the Systems" of the Business Report, "Consolidated Statement of Changes in Equity" and "Notes to Consolidated Financial Statements" of the Consolidated Financial Statements, and "Statement of Changes in Shareholders' Equity" and "Notes to Non-Consolidated Financial Statements" of the Non-Consolidated Financial Statements will not be included in the documents that are delivered to shareholders who request document delivery. Note that these matters will be posted under "Electronic format materials not included in the documents delivered to shareholders through document delivery requests pursuant to laws and regulations and the Company's Articles of Incorporation" in the "Notice of the 201st Annual General Meeting of Shareholders."

   The Consolidated Financial Statements and Non-Consolidated Financial Statements in the documents to be delivered to shareholders who request the delivery thereof are portions of those documents audited by the Accounting Auditor and the Audit Committee.

   Note 2 applies to only Japanese documents.

The Company's sole mission is Maximization of Shareholder Value that remains after fulfilling its obligations to customers, business partners, employees, society, and other stakeholders.

To achieve this, we prioritize growth-oriented investments while maintaining financial discipline, with a strong focus on increasing basic earnings per share (EPS) to enhance total shareholder return (TSR). Regarding dividends, a component of TSR, our fundamental policy is to adopt a progressive dividend (*) approach, taking into account factors such as business performance trends, investment opportunities, and other relevant elements.

The following is the proposed dividends for the fiscal year ended December 31, 2025 under such policy.

*As a general policy, dividends are maintained or increased, without reductions.

March 30, 2026

(Note 1) The Company conducted a 5-for-1 stock split of common stock with an effective date of April 1, 2021. Figures for annual dividend per share of common stock are stated, taking the stock split into consideration.

(Note 2) Includes a commemorative dividend of 1 yen for the 140th anniversary of the Company's founding.

At the conclusion of this General Meeting of Shareholders, the terms of office of all 9 Directors will expire. Accordingly, the Company requests the election of the following 8 candidates for the Directors (including 5 Outside Directors), based on the determination of the Nominating Committee.

The candidates for the Directors are as follows. They are listed in alphabetical order by last name.

(Note) Andrew Lark was newly elected and assumed office as a Director at the 200th Annual General Meeting of Shareholders held on March 27, 2025; therefore, his attendance record at the Board of Directors meeting is presented for those held on and after that date.

Re-Appointment Candidate for re-appointment as Director Outside Candidate for Outside Director Independent Candidate for Independent Director

(Re-Appointment)

Director, Nipsea International Limited Director, Nippon Paint Holdings SG Pte. Ltd. Director, DuluxGroup Limited

Director, LSF11 A5 TopCo LLC

Goh Hup Jin is the Director of Nipsea International Limited, the Company's parent company. Under his management since 1979, Nippon Paint brand was able to achieve deep market penetration in various Asian countries.

After his appointment as Director of the Company in 2014, he has served as Chairman and Board Chair of the Company. From 2020, he has served as a member of the Nominating Committee and the Compensation Committee. Based on his insight and experience relating to various industries and the capital market, he has provided expert opinions and advice on various agenda items and projects, and through close communications with the executive team, he has contributed to strengthening the decision making of the Board of Directors.

The Nominating Committee of the Company has again nominated him as a candidate for Director in light of his contributions to the Company.

(Re-Appointment / Outside / Independent)

None

With a career of over 40 years as an attorney, Hisashi Hara has been involved in numerous cross-border M&A deals and has assisted in various corporate legal matters. In 2011, he received the Chambers Asia-Pacific Lifetime Achievement Award from Chambers and Partners, which is just one of many commendations in recognition of his good reputation as an attorney involved in cross-border M&A deals.

From a wide range of perspectives as an attorney, he has offered appropriate and objective opinions and advice to the executive team in various discussions at the Board of Directors regarding M&A deals, corporate governance, and other matters, aiming for the realization of the management strategy. In addition, from 2020, he has led the nominating process for the composition of the Board of Directors and the executive structure as Nominating Committee Chairperson.

The Nominating Committee of the Company has again nominated him as a candidate for Outside Director since he is expected to continue to effectively strengthen the decision making and the monitoring function of the Board of Directors.

(Re-Appointment / Outside / Independent)

Non-Executive Director, DuluxGroup Limited

Non-Executive Director, Diversified United Investment Limited Independent Chairman, L1 Long Short Fund Limited Chairman, Ixom Holdings Pty Ltd

Andrew Larke has long been involved in mergers, acquisitions, and divestments, as a corporate advisory at companies including Orica, the largest producer of mining explosives in the world. He has also held the position of Non-Executive Director of DuluxGroup (then a listed company on the Australian Stock Exchange, currently a subsidiary of the Company), which operates in the global chemicals and coatings industry. Additionally, he also serves as Chairman of a leading Oceania-based chemicals company, and as Independent Chairman of a long short fund listed on the Australian Stock Exchange.

Since his appointment as the Board of the Company, he has actively contributed to discussions on group strategy, including M&A, and international development. In addition, he has served as a member of the Audit Committee providing advice on risk management and governance.

The Nominating Committee of the Company has again nominated him as a candidate for Outside Director since he is expected to continue to effectively strengthen the decision making and the monitoring function of the Board of Directors.

(Re-Appointment / Outside / Independent)

Independent Outside Director, JERA Co., Inc.

Lim Hwee Hua held several important positions of the parliament and ministerial positions after being elected to the Parliament of Singapore. Prior to joining the Singapore Cabinet, she served as Managing Director at Temasek Holdings, an investment company owned by the Singapore government, where she conducted restructuring and sat on the boards of key investee companies, and established strategic relations with key foreign counterparts. She has engaged in private equity and investment activity for firms such as Kohlberg Kravis Roberts.

Based on her broad network and her abundant insight and experience in investment and stewardship, she has fulfilled her responsibilities by providing pertinent advice on business strategy and execution relating to investment projects while bringing up investment themes at the Board of Directors meetings. Moreover, serving as Compensation Committee Chairperson from 2023, she has led the executive compensation decision process that contributed to Maximization of Shareholder Value.

The Nominating Committee of the Company has again nominated her as a candidate for Outside Director since she is expected to continue to effectively strengthen the decision making and the monitoring function of the Board of Directors.

(Re-Appointment / Outside / Independent)

Audit & Supervisory Board Member (Outside), FUJIFILM Holdings Corporation Outside Director (Audit and Supervisory Committee Member), Integral Corporation

Masataka Mitsuhashi has many years of experience as a certified public accountant at PwC Japan Group, where he was engaged in accounting audit and M&A-related activities. He also has extensive experience in long-term value creation for companies from ESG and sustainability perspectives as Representative Director of a consulting firm.

Using his expert and global insight and experience concerning finance and accounting, ESG, sustainability and risk management, he has provided opinions and appropriate advice to the executive team. Moreover, serving as Audit Committee Chairperson from 2020, he has led discussions with the Accounting Auditor and the local accounting auditors in charge of the financial auditing of overseas partner companies, while establishing the framework of "Audit on Audit," and he has made proposals to the executive team on strengthening group governance and other matters.

The Nominating Committee of the Company has again nominated him as a candidate for Outside Director since he is expected to continue to effectively strengthen the decision making and the monitoring function of the Board of Directors.

(Re-Appointment / Outside / Independent)

None

Masayoshi Nakamura has built up over 30 years of hands-on experience as a specialist in M&A advisory and capital market financing, at investment banks including major US investment banks Lehman Brothers and Morgan Stanley, as well as at Mitsubishi UFJ Securities Co., Ltd. (currently Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.). During this time, he has led numerous major cross-border M&A deals to success.

Since 2020, he has played a comprehensive role in keeping the Board of Directors connected with the respective committees in addition to compiling the views of the Independent Directors as the Lead Independent Director and providing advice to the executive team. In addition, he has fulfilled his role as a member of the Nominating Committee and the Compensation Committee by designing the composition of the Board of Directors, and the executive structure, as well as the compensation thereof, and, as a member of the Audit Committee, by re-defining the audit framework. As the Board Chair since 2021, he has contributed to improving the effectiveness of the Board of Directors, being instrumental in deepening discussions through effective facilitation.

The Nominating Committee of the Company has again nominated him as a candidate for Outside Director since he is expected to continue to effectively strengthen the decision making and the monitoring function of the Board of Directors.

(Re-Appointment)

Director, Nippon Paint Holdings SG Pte. Ltd. Director, DuluxGroup Limited

Director, LSF11 A5 TopCo LLC

President, Representative Director, Nippon Paint Corporate Solutions Co., Ltd.

Yuichiro Wakatsuki has long been involved in realizing growth strategies for companies involved in capital markets at Merrill Lynch, a global investment bank.

Since joining the Company in 2019, as Senior Managing Executive Officer and CFO, and as Representative Executive Officer & Co-President since 2021, he has led the execution of operations.

In addition to strengthening governance functions and making the Company more financially resilient, he has played a central role in strengthening the management foundation and realizing growth strategies for the Company through such efforts as establishing a stance regarding the stock market, promoting M&A, and reforming the management structure. Moreover, while performing bold and active business execution, since his appointment as Director, he has deepened discussions on growth strategy by strengthening the sharing of information between execution and monitoring of the Company, and by utilizing his abundant experience and achievements, he has contributed to strengthening the decision making function of the Board of Directors.

The Nominating Committee of the Company has again nominated him as a candidate for Director in light of his contributions to the Company.

(Re-Appointment)

Group CEO, NIPSEA Group

Director, Nippon Paint Holdings SG Pte. Ltd. Director, DuluxGroup Limited

Director, LSF11 A5 TopCo LLC

Independent Director, SIA Engineering Company Limited Independent Director, Singapore Telecommunications Limited

Wee Siew Kim held the position of Deputy CEO at Singapore Technologies Engineering, an aerospace and defense engineering company, where he engaged in corporate management. In 2009, he joined the Nippon Paint Group, where he has contributed to the growth of the Asia business into a core business of the Company. Since 2021, he has led the execution of operations as Representative Executive Officer & Co-President of Nippon Paint Holdings.

He has led efforts in not only strengthening governance functions and the financial base, but also in the strengthening of the corporate management foundation and global business operations, which includes improving the profitability of business in Japan and overseas, promoting M&A, and reforming the corporate management structure. Moreover, in conjunction with his efforts to engage in aggressive and bold business execution, since holding the position of Director, he has deepened discussions on growth strategies by strengthening the sharing of information to promote a bridge between execution and monitoring while using his abundant experience and achievements to contribute to strengthening the decision making function of the Board of Directors.

The Nominating Committee of the Company has again nominated him as a candidate for Director in light of his contributions to the Company.

Notes:

1. There are no special interests between the Company and Hisashi Hara, Andrew Larke, Lim Hwee Hua, Masataka Mitsuhashi, Masayoshi Nakamura, Yuichiro Wakatsuki or Wee Siew Kim.

2. Within the past ten years, Goh Hup Jin has served as Director of Nipsea International Limited, the parent company of the Company, and holds 90.91% of the voting rights in the company.

3. The Company entered into a contract with Hisashi Hara, Andrew Larke, Lim Hwee Hua, Masataka Mitsuhashi, and Masayoshi Nakamura to limit their liabilities for damages under Article 423, paragraph (1) of the Companies Act, and if their election is approved, the Company plans to continue the liability limitation agreement with them.

4. The Company has entered into a contract of Directors and Officers Liability Insurance with an insurance agency, as provided for in Article 430-3, paragraph (1) of the Companies Act. This insurance policy covers damages and expenses arising from shareholder derivative suits, corporate suits and third-party suits borne by the insured persons. If candidates' election is approved, they will be included as insured persons in the insurance policy. Furthermore, the Company plans to renew the insurance policy with the same details at the time of the next renewal.

5. Hisashi Hara, Andrew Larke, Lim Hwee Hua, Masataka Mitsuhashi, and Masayoshi Nakamura satisfy the "Independence Criteria for Outside Directors" of the Company and the requirements of Independent Directors as stipulated by the Tokyo Stock Exchange. The Company designated them as Independent Directors as stipulated by the said Exchange. If their election is approved, they will be Independent Directors.

6. JERA Co., Inc. where Lim Hwee Hua has served as Independent Outside Director since June 2023, received a business improvement advisory from the Ministry of Economy, Trade, and Industry (the "METI") on November 12, 2024. This was for engaging in market manipulation in the next-day market (spot market) operated by Japan Electric Power Exchange from April 2019 to October 2023, a period partially overlapping with her term of office, by failing to supply part of the surplus electricity from shut-down power units despite being aware of its impact on market fluctuations. The company reported measures to prevent recurrence to the METI on December 12, 2024. She was not aware of this fact prior to this incident but routinely offered recommendations from the standpoint of compliance. After this fact was disclosed, she has continued to offer advice and recommendations to conduct thorough investigations, strengthen internal controls to prevent recurrence, and ensure strict compliance.

7. Skymark Airlines Inc., where Masataka Mitsuhashi served as External Director from February 2020 to June 2024, received a business improvement advisory and a warning to the general safety manager's duty (administrative guidance) from the Ministry of Land, Infrastructure, Transport and Tourism (the "MLIT") on February 7, 2023. This was in relation to an incident that occurred during Mr. Mitsuhashi's term of office at the said company, on December 25, 2022, where a maintenance employee performed maintenance-related and other operations while under the influence of alcohol without undergoing an alcohol test. This company also received a strict warning (administrative guidance) from the MLIT on September 5, 2023 in relation to another incident that occurred on June 19, 2023, in which a maintenance employee carried out maintenance-related and other operations without undergoing an alcohol test. He was not aware of these facts prior to this incident but routinely offered recommendations from the standpoint of compliance. After these facts were disclosed, he continued to offer advice and recommendations to conduct thorough investigations, strengthen internal controls to prevent recurrence, and ensure strict compliance.

(Reference) Experience and skills of each Director

< Independence Criteria for Outside Director >

1. The Company will determine that Outside Directors or candidates for Outside Directors are sufficiently independent from the Company if they are found to satisfy all the requirements prescribed in the following items as a result of a reasonable investigation by the Company.

   1. The person in question is not a controlling shareholder (Note 1) of the Company.

   2. The person in question is not an executive (Note 3), a director or an ex-member (Note 4) of the parent company of the Company (Note 2).

   3. The person in question is not an executive or an ex-executive (Note 5) of the Company or any of the subsidiaries of the Company (hereinafter "the Group").

   4. The person in question is not an executive or an ex-executive of a sister company of the Company (Note 6).

   5. The person in question does not fall under any of the following persons either currently or anytime during the past three years:

      1. A major shareholder of the Company (Note 7) or an executive of such a shareholder

      2. A person whose major business partner is the Group (Note 8) or an executive of such a person

      3. A major business partner of the Group (Note 9) or an executive of such a business partner

      4. A person belonging to an audit corporation that conducts statutory audits of the Group

      5. A person who receives a significant amount (Note 10) of money, etc. from the Group, in addition to compensation of Officers

      6. An executive of an organization that receives a significant amount (Note 10) of donation or aid from the Group

   6. The person in question is not a spouse or a relative within the second degree of kinship of a person falling under any items from (1) to (5) above.

2. Independent Directors shall strive to maintain the independence prescribed by these Independence Criteria until the resignation from office. If an Independent Director no longer satisfies these Independence Criteria, he/she shall promptly notify the Company of the fact.

Notes:

1. A controlling shareholder means an individual among the controlling shareholders set forth in the "Securities Listing Regulations (Tokyo Stock Exchange)" (Listing Regulations) Article 2, item (42)-2, Article 3-2 of the Enforcement Regulations of the same.

2. Parent company means the parent company set forth in the "Regulations on Terminology, Forms and Methods of Preparation of Financial Statements" (Financial Statement Regulations) Article 8, paragraph (3).

3. An executive means an Executive Director, an Executive Officer, a Corporate Officer, and a person holding a similar position at a corporation or other organization.

4. An ex-member means a person who was an executive or a director during the past 10 years.

5. An ex-executive means a person who has been an executive anytime during the past 10 years.

6. A sister company means another company who has the same parent company as the Company.

7. A major shareholder means a person who directly or indirectly holds 10% or more of the total voting rights.

8. A person whose major business partner is the Group means a person who has received from the Group a payment equivalent to 2% or more of the annual consolidate sales revenue or annual consolidated net sales for the latest fiscal year of that person.

9. A major business partner of the Group means a person who has paid to the Group an amount equivalent to 2% or more of the annual consolidated sales revenue for the latest fiscal year of the Company or a person who has an outstanding balance of loans to the Company that is equivalent to 2% or more of the consolidated total assets of the Company as of the end of the latest fiscal year of the Company.

10. A significant amount means an amount exceeding an annual amount of 10 million yen on average over the past three fiscal years of the Company.

1. Matters concerning current status of corporate group

   1. Business activities and results

      During the current period, Nippon Paint Group recorded consolidated revenue of 1,774,231 million yen, representing an increase of 8.3% compared with the previous period. This increase was primarily attributable to contributions from LSF11 A5 TopCo LLC (AOC), including AOC, LLC, a global specialty formulator, and its affiliated companies, following the completion of the acquisition in March 2025. Consolidated operating profit increased by 38.1% year on year to 257,104 million yen. Although a goodwill impairment loss was recorded for the Cromology Group-based on the results of an impairment test reflecting the latest business environment amid deteriorating conditions in Europe-this was more than offset by revenue growth, improved raw material cost contribution ratio and SG&A ratio, and a gain on the transfer of non-current assets at the Tokyo Office.

      As a result, consolidated profit before tax increased by 39.1% to 250,565 million yen, and profit attributable to owners of the parent rose by 42.8% to 179,800 million yen.

      Segment results Japan

      Revenue from automotive coatings increased compared with the previous period, reflecting a recovery in automobile production. Revenue from industrial coatings also increased, as the impact of weak market conditions was more than offset by the pass-through of price increases. Revenue from decorative paints declined, despite initiatives to expand sales of high value-added products, including new products, due to a slowdown in renovation projects caused by inflation.

      As a result, consolidated revenue increased by 1.1% year on year to 205,360 million yen. Consolidated operating profit rose by 44.6% to 28,125 million yen, supported by higher revenue, improved raw material cost contribution ratio and SG&A ratio, and a gain on the transfer of non-current assets at the Tokyo Office.

      NIPSEA

      Revenue from automotive coatings in the NIPSEA segment increased compared with the previous period, as higher automobile production in China and strong sales to Chinese local automakers more than offset flat automobile production in Thailand. Revenue from decorative paints decreased, as increased sales volumes in China and key markets such as Malaysia and Singapore were offset by weak consumer sentiment and other adverse market conditions in other parts of Asia.

      As a result, consolidated revenue decreased by 2.9% year on year to 887,462 million yen, while consolidated operating profit increased by 17.3% to 144,021 million yen.

      DuluxGroup

      Revenue from decorative paints increased compared with the previous period, reflecting modest market share gains and the pass-through of price increases in the Pacific region, while softer market conditions in Europe were offset by growth in other markets. Revenue from the adjacencies business was largely stable due to contributions from small-scale acquisitions and the pass-through of price increases, which more than offset the impact of sluggish market conditions in the Pacific and Europe.

      As a result, consolidated revenue increased by 1.7% year on year to 405,173 million yen. Consolidated operating profit decreased by 13.5% to 34,943 million yen, primarily due to the recognition of a goodwill impairment loss, recorded following an impairment test conducted reflecting the latest business environment for Cromology Group amid deteriorating market conditions in Europe.

      Americas

      Revenue from automotive coatings decreased compared with the previous period, reflecting a decline in automobile production in the United States. Revenue from decorative paints also declined, due to reduced demand stemming from economic uncertainty in the United States and continued softness in the housing market.

      As a result, consolidated revenue decreased by 3.1% year on year to 118,952 million yen, and consolidated operating profit declined by 17.8% to 6,393 million yen.

      AOC

      From March 2025, AOC's income and expenses have been included in the Group's consolidated results. Revenue from the adjacencies business was affected by weaker market demand compared with the prior year, primarily due to soft macroeconomic conditions.

      As a result, consolidated revenue amounted to 157,282 million yen, and consolidated operating profit was 48,585 million yen.

      (Note) During the current period, the Company acquired all interests in LSF11 A5 TopCo LLC and included this company with its 23 subsidiaries in the scope of consolidation, thereby adding "AOC" to the reporting segments.

   2. Capital investments

      Segment	Amount of capital investment (Million yen)
      Japan	10,093
      NIPSEA	16,743
      DuluxGroup	25,959
      Americas	4,784
      AOC	5,372

      Total capital investments made during the current period amounted to 62,954 million yen, mainly for the reinforcement of production facilities.

      (Note) The capital investment for the holding company is 1 million yen.

   3. Financing

      The Company borrowed 807.8 billion yen, including funds to secure short-term liquidity for the current period, in addition to funding for the acquisitions of all of the equity interests of LSF11 A5 TopCo LLC and its subsidiaries including AOC, LLC, a specialty formulator with operations chiefly in the Americas and Europe.

   4. Important reorganization

      The Company has completed the acquisition and payment procedures for all of the equity interests of LSF11 A5 TopCo LLC and its subsidiaries including AOC, LLC, a specialty formulator with operations chiefly in the Americas and Europe, on March 3, 2025, to make them subsidiaries of the Company. This acquisition was initially determined on October 28, 2024.

   5. Parent company

      The parent company of the Company is Nipsea International Limited, which holds 1,293,030,000 shares of the Company with 55.56% of voting rights held.

      (Notes) 1. Percentage of voting rights held is calculated excluding a total of 43,077,317 shares, which are treasury shares and shares held by shareholders without voting rights.

2. Goh Hup Jin, Director of the Company, has served as Director of Nipsea International Limited and holds 90.91% of the voting rights in that company.

3. Fraser (HK) Limited, a subsidiary company of a company (W (BVI) Holdings Limited) whose majority voting rights are held by Goh Hup Jin, Director of the Company, on his own account, holds 3.65% of the Company's shares (percentage of voting rights held; calculated excluding a total of 43,077,317, which are treasury shares and shares held by shareholders who do not have voting rights), and said company therefore constitutes an affiliated party.

1. Principal locations and significant subsidiary companies

   1. Principal locations

      Tokyo Head Office Minato-ku, Tokyo

      Osaka Head Office Osaka-shi, Osaka

   2. Significant subsidiary companies

      Company name

      Location

      Equity ownership (%) (Note)

      Principal lines of business

      Japan

      Nippon Paint Automotive Coatings Co., Ltd.	Hirakata-shi, Osaka	100.0	Manufacture and sale of paint
      Nippon Paint Industrial Coatings Co., Ltd.	Shinagawa-ku, Tokyo	100.0	Manufacture and sale of paint
      Nippon Paint Co., Ltd.	Shinagawa-ku, Tokyo	100.0	Manufacture and sale of paint
      Nippon Paint Surf Chemicals Co., Ltd.	Shinagawa-ku, Tokyo	100.0	Manufacture and sale of surface treatment agents
      Nippon Paint Marine Coatings Co., Ltd.	Osaka-shi, Osaka	100.0	Manufacture and sale of paint
      Nippon Paint Materials Co., Ltd.	Osaka-shi, Osaka	100.0	Sale of paint and raw materials
      Nippon Paint Corporate Solutions Co., Ltd.	Osaka-shi, Osaka	100.0	Business support for the domestic group companies

      Overseas

      Nippon Paint (China) Co., Ltd.	China	100.0	Manufacture and sale of paint
      Guangzhou Nippon Paint Co., Ltd.	China	100.0	Manufacture and sale of paint
      Nippon Paint (Chengdu) Co., Ltd.	China	100.0	Manufacture and sale of paint
      Nippon Paint (H.K.) Company Limited	Hong Kong, China	100.0	Sale of paint and supervision of business in the China region
      Neave Limited	Hong Kong, China	100.0	Management and operation of subsidiary companies, and sale of paint
      Nippon Paint (Malaysia) Sdn. Bhd.	Malaysia	100.0	Manufacture and sale of paint
      PT Nipsea Paint and Chemicals	Indonesia	99.9	Manufacture and sale of paint
      Nippon Paint (India) Private Limited	India	100.0	Manufacture and sale of paint
      Betek Boya ve Kimya Sanayi Anonim Şirketi	Turkey	99.6	Manufacture and sale of paint and adjacencies products
      Nippon Paint (Singapore) Co., Pte. Ltd.	Singapore	100.0	Manufacture and sale of paint
      Nippon Paint Holdings SG Pte. Ltd.	Singapore	100.0	Supervision of business in the Asia region
      Nippon Paint (Thailand) Company Limited	Thailand	100.0	Manufacture and sale of paint
      Nipsea Chemical Co., Ltd.	South Korea	100.0	Manufacture and sale of surface treatment agents
      DuluxGroup Limited	Australia	100.0	Manufacture and sale of paint and adjacencies products
      Cromology Holding SAS	France	100.0	Manufacture and sale of paint and adjacencies products
      DP JUB delniška družba pooblaščenka d.d.	Slovenia	100.0	Manufacture and sale of paint and adjacencies products
      N.P.T. s.r.l.	Italy	51.0	Manufacture and sale of sealants and adhesives
      Nippon Paint Automotive Americas, Inc.	U.S.A.	100.0	Manufacture and sale of paint
      Dunn-Edwards Corporation	U.S.A.	100.0	Manufacture and sale of paint
      LSF11 A5 TopCo LLC	U.S.A.	100.0	Management and operation of subsidiary companies

      (Note) The equity ownership includes indirect holdings through subsidiary companies.

2. Principal business

   Nippon Paint Group's principal businesses are the manufacture and sale of automotive, decorative, industrial, fine chemical, and other paints under the Paint and Coatings Business, and the manufacture and sale of thermal insulation materials, CASE*, and colorants under the Adjacencies Business. As of December 31, 2025, the Company had 267 consolidated subsidiary companies and 7 equity-method affiliates.

   *CASE: Coatings, Adhesives, Sealants and Elastomer

3. Employees

   Segment	Number of employees	Increase (Decrease) from the end of the previous period
   Japan	3,343	-69
   NIPSEA	23,218	-1,082
   DuluxGroup	8,432	+124
   Americas	2,404	-88
   AOC	1,035	+1,035
   the Company	49	-1
   Total	38,481	-81

4. Major creditors

   Creditors	Balance of borrowings (Million yen)
   MUFG Bank, Ltd.	422,920
   Sumitomo Mitsui Banking Corporation	422,609
   Mizuho Bank, Ltd.	256,000
   Sumitomo Mitsui Trust Bank, Limited	151,931
   Syndicate Loan	89,693

   (Note) The syndicate loan is arranged by Sumitomo Mitsui Banking Corporation.

5. Issues to be addressed (Medium and long term issues)

   To address medium- to long-term challenges, the Company unveiled a Medium-Term Strategy in April 2024, prioritizing Sustainable EPS Compounding across both organic and inorganic growth while aligning with the evolution of its Asset Assembler model.

   Medium-Term Strategy: https://www.nipponpaint-holdings.com/ir/management_policy/management_plan/

   Based on this strategy, the Company strives to achieve Maximization of Shareholder Value (MSV) as the sole mission by adopting a long-term perspective beyond a three-year timeframe.

   For organic growth, based on its 2023 business portfolio, the Company is targeting a medium-term consolidated CAGR of 8-9% in revenue and 10-12% in EPS. For inorganic growth, the Company is focused on M&A that ensures safe and sustainable EPS compounding. By securing conviction from the capital markets towards its capacity and track record in EPS compounding, the Company aims to raise PER.

   (Current period issues)

   For the fiscal year ending December 31, 2026, the decorative paints market and the global automotive market are expected to remain generally stable.

   Under these conditions, the Nippon Paint Group will continue to leverage its Asset Assembler model to pursue sustainable growth, with a focus on steadily compounding EPS through the growth of existing businesses and active pursuit of M&A opportunities. The Group aims to expand distribution channels and enhance brand equity across all regions and businesses, drive continued growth in the paint and coatings business through new product development, and reinforce the adjacencies business, including ETICS (External Thermal Insulation Composite Systems), CASE* and colorants. In addition, by promoting autonomous management at Group partner companies worldwide, the Group seeks to expand market share across all regions and business domains.

   Based on this outlook, consolidated revenue is expected to be 1,920,000 million yen, operating profit 283,000 million yen, profit before tax 274,000 million yen, and profit attributable to owners of the parent 198,000 million yen for the fiscal year ending December 31, 2026.

   *CASE: Coatings, Adhesives, Sealants and Elastomers

6. Changes in assets and profit/loss

International Financial Reporting Standards (IFRS)

(Note) Basic earnings per share is calculated by dividing profit attributable to owners of parent by the weighted average number of common shares issued after adjustment to treasury shares during each fiscal year.

1. Matters concerning shares of the Company (As of December 31, 2025)

   1. Total number of authorized shares 5,000,000,000 shares

   2. Total number of issued shares 2,370,512,215 shares

   3. Number of shareholders 25,441

   4. Major shareholders

      Name	Number of shares	Shareholding ratio (%)
      Nipsea International Limited	1,293,030,000	55.54
      The Master Trust Bank of Japan, Ltd. (Trust Account)	149,749,500	6.43
      Fraser (HK) Limited	85,000,000	3.65
      UBS AGLB SEG AC UNTRADABLE SHARES	84,899,400	3.64
      BNYM AS AGT/CLTS NON TREATY JASDEC	82,000,941	3.52
      Custody Bank of Japan, Ltd. (Trust Account)	44,284,900	1.90
      HSBC - FUND SERVICES CLIENTS A/C 500	26,000,000	1.11
      Nippon Life Insurance Company	22,798,765	0.97
      Meiji Yasuda Life Insurance Company	17,704,000	0.76
      THE BANK OF NEW YORK MELLON 140042	16,588,391	0.71

      (Notes) 1. The Company holds 42,549,157 shares of treasury stock.

      1. The shareholding ratio is calculated excluding treasury shares.

      2. Goh Hup Jin, Director of the Company, has served as Director of Nipsea International Limited and holds 90.91% of the voting rights in that company.

      3. Fraser (HK) Limited is a subsidiary company of a company (W (BVI) Holdings Limited) whose majority voting rights are held by Goh Hup Jin, Director of the Company, on his own account, and falls under affiliated parties of the Company.

   5. Shares granted to the Company's officers as compensation for execution of their duties during FY2025

      Positions	Number of shares	Number of grantees
      Directors (excluding Outside Directors) and Executive Officers	-	-
      Outside Directors	83,400	6

   6. Other important matters concerning the shares

   Based on the resolution of the Board of Directors dated October 9, 2025, the Company has acquired treasury shares as follows during the current period.

   Type of shares acquired Common stock of the Company Total number of shares acquired 20,897,700 shares

   Total acquisition cost 20,906,775,677 yen

2. Matters concerning company officers

1. Names and other information regarding Directors (As of December 31, 2025)

   Position and responsibilities in the Company	Name	Significant concurrent positions outside the Company
   Director, Chairman Nominating Committee member Compensation Committee member	Goh Hup Jin	Director, Nipsea International Limited Director, Nippon Paint Holdings SG Pte. Ltd. Director, DuluxGroup Limited Director, LSF11 A5 TopCo LLC
   Outside Director Nominating Committee Chairperson	Hisashi Hara	Attorney
   Outside Director Audit Committee member	Andrew Larke	Non-Executive Director, DuluxGroup Limited Non-Executive Director, Diversified United Investment Limited Independent Chairman, L1 Long Short Fund Limited Chairman, Ixom Holdings Pty Ltd
   Outside Director Compensation Committee Chairperson	Lim Hwee Hua	Independent Outside Director, JERA Co., Inc.
   Outside Director Audit Committee Chairperson	Masataka Mitsuhashi	Certified Public Accountant Audit & Supervisory Board Member (Outside), FUJIFILM Holdings Corporation Outside Director (Audit and Supervisory Committee Member), Integral Corporation
   Outside Director	Toshio Morohoshi	Outside Director, Payroll Inc.
   Outside Director, Board Chair Nominating Committee member Compensation Committee member	Masayoshi Nakamura	-
   Director Representative Executive Officer & Co-President	Yuichiro Wakatsuki	Director, Nippon Paint Holdings SG Pte. Ltd. Director, DuluxGroup Limited Director, LSF11 A5 TopCo LLC President, Representative Director, Nippon Paint Corporate Solutions Co., Ltd.
   Director Representative Executive Officer & Co-President	Wee Siew Kim	Group CEO, NIPSEA Group Director, Nippon Paint Holdings SG Pte. Ltd. Director, DuluxGroup Limited Director, LSF11 A5 TopCo LLC Independent Director, SIA Engineering Company Limited Independent Director, Singapore Telecommunications Limited

   (Notes) 1. The Company has submitted notification to the Tokyo Stock Exchange that all Outside Directors have been designated as Independent Directors.

   1. Director Masataka Mitsuhashi is a certified public accountant and has considerable knowledge of finance and accounting.

   2. There are no special interests between the Company and any of Outside Directors.

      4 There is no special relationship between other corporations where the Company's Outside Directors hold concurrent positions and the Company.

      5. The Company does not appoint a full-time Audit Committee member because the Audit Committee takes the lead in conducting systematic audits in collaboration with the Audit department, the internal audit units and Audit & Supervisory Board Members of subsidiary companies, and the Accounting Auditor. The Company has established the Audit department as an organization to assist the duties of the Audit Committee. The Audit department serves as the secretariat of the Audit Committee, and conducts investigation, analysis, and reports on matters subject to audits to assist the Audit Committee's audit activities under the Audit Committee's direction.

2. Names and other information regarding Executive Officers (As of December 31, 2025)

   Positions	Name	Responsibilities in the Company and significant concurrent positions outside the Company
   Representative Executive Officer & Co-President	Yuichiro Wakatsuki	Director, Nippon Paint Holdings SG Pte. Ltd. Director, DuluxGroup Limited Director, LSF11 A5 TopCo LLC President, Representative Director, Nippon Paint Corporate Solutions Co., Ltd.
   Representative Executive Officer & Co-President	Wee Siew Kim	Group CEO, NIPSEA Group Director, Nippon Paint Holdings SG Pte. Ltd. Director, DuluxGroup Limited Director, LSF11 A5 TopCo LLC Independent Director, SIA Engineering Company Limited Independent Director, Singapore Telecommunications Limited
   Managing Executive Officer, GC	Yuri Inoue	In charge of Legal department and Corporate Governance department

   (Note) The Executive Officers as of January 1, 2026 are the same as those listed above.

3. Outline of the details of the Directors and Officers liability insurance contract

   The Company has entered into a contract of Directors and Officers liability insurance with an insurance agency, as provided for in Article 430-3, paragraph (1) of the Companies Act. The contract insures Directors, Executive Officers, and Corporate Officers of the Company, as well as Directors, Audit & Supervisory Board members, and Executive Officers of the Company's subsidiary companies. This insurance contract covers damages and expenses arising from shareholder derivative suits, corporate suits and third-party suits borne by the insured persons.

   However, in order to ensure that the appropriateness of the execution of duties by the insured is not impaired, certain damages are excluded from coverage, such as compensation for illegal acquisition of private gains or benefits, and damages resulting from other criminal acts.

4. Total amount of Directors' and Executive Officers' executive compensation and other benefits

   1. Total amount of Directors' and Executive Officers' compensation for FY2025

      Category	Total amount of compensation (million yen)	Amount paid by type (million yen)				Number of persons
      		Job-based compensation	Short-term incentives (STI)	Long-term incentives (LTI)
      			Performance- linked compensation	Cash compensation	Restricted stock compensation
      Directors (excluding Outside Directors)	-	-	-	-	-	-
      Executive	1,523	1,491	20	11	-	3
      Officers	(663)	(630)	(20)	(11)
      Outside	315	228	-	-	86	7
      Directors	(295)	(208)			(86)
      Total	1,839	1,719	20	11	86	10
      	(958)	(839)	(20)	(11)	(86)

      (Notes)

      1. The total amount of compensation, etc. above is prescribed as consolidated compensation, etc. (total amount of compensation, etc. paid by the Company and subsidiaries). The parentheses indicate the total amount of compensation, etc. paid by the Company.

      2. Directors, who concurrently serve as Executive Officers, are excluded from the number of Directors as they do not receive compensation as Directors.

      3. The number of Directors excludes Director Goh Hup Jin who does not receive compensation.

      4. Job-based compensation includes allowances for committee memberships and other roles paid to Directors.

      5. The amount of Performance-linked compensation is the total amount expensed in FY2025.

      6. The amount of Long-term incentives is the total amount expensed in FY2025.

   2. Main activities of the Compensation Committee in FY2025

      The Compensation Committee, chaired by an Independent Director, held 6 meetings during the period (from January to December 2025).

      Chairperson	Lim Hwee Hua	(Independent Director)	Attendance:	100% (6/6)
      Member	Goh Hup Jin		Attendance:	100% (6/6)
      Member	Masayoshi Nakamura	(Independent Director)	Attendance:	66% (4/6)

      The main activities carried out in FY2025 were:

      • Determination of the FY2025 compensation plan for Directors, excluding those who concurrently serve as Executive Officers

      • Deliberation of the FY2025 performance evaluation and the FY2026 compensation plan for the Representative Executive Officers & Co-Presidents

      • Confirmation of the evaluation and determination of compensation for the key management teams of partner companies, by the Representative Executive Officers & Co-Presidents.

        These were considered and determined by the Compensation Committee based on the [Compensation Philosophy] and [Design Policies for Compensation of Representative Executive Officers & Co-Presidents] as the policy for determining Directors' and Executive officers' compensation, under the mission of [Maximization of Shareholder Value (MSV)] as described below.

        [Maximization of Shareholder Value (MSV)]

        As an Asset Assembler, we pursue MSV as our sole mission, committed to the Maximization of the Shareholder Value that remains after fulfilling our obligations to customers, suppliers, employees, society, and other stakeholders.

        Fulfilling our obligations to each stakeholder group is the primary premise for MSV. Fulfillment of obligations includes not only legal contracts but also social and ethical obligations, as well as the concept of sustainability. MSV entails maximizing the residual value that remains after fulfilling obligations to all stakeholders as a way of rewarding shareholders that make an investment with an awareness of the associated risks. MSV strictly pursues the maximization of medium- and long-term shareholder value, rather than short-term maximization.

        [Compensation Philosophy] (Overarching Principle)

      • In order to implement MSV, we build a compensation plan that is transparent and satisfactory

        and one that will continue to provide appropriate motivation and incentives to key executives by implementing individual-centric based plans.

        (Guiding Principles)

      • To be able to attract and keep management talent that excels at practicing MSV.

      • To be able to continually provide motivation so that maximum potential can be encouraged even under changing environments.

      • To function effectively and in harmony with the current state of business development, level of maturity of organizational systems, organizational values, and the community.

        [Design Policies for the Compensation of the Representative Executive Officers & Co-Presidents]

      • Compensation that contributes to MSV

      • Total compensation is commensurate with the performance of the Representative Executive Officers & Co-Presidents

      • A compensation structure that promotes appropriate and decisive risk-taking

        In addition, the Compensation Committee conducts the following activities to ensure objectivity, rationality, and fairness in the process of evaluating the performance and determining the compensation plans for Executive Officers, including the Representative Executive Officers & Co-Presidents.

      • Timely invitation of the Representative Executive Officers & Co-Presidents to committee meetings for their views on the performance evaluations and succession plans for Executive Officers and the key management personnel of partner companies

      • Joint committee meetings with the Nominating Committee to share evaluations of the Executive Officers

      • Ongoing communication with the Representative Executive Officers & Co-Presidents and the key management personnel of partner companies outside of committee meetings

      • Sharing the results of interviews with management team including Executive Officers, at the meeting of the Independent Directors and Audit Committee meetings

      • Consolidation of the Independent Directors' opinions on the performance of the Executive

        Officers and their expectations at the meeting of the Independent Directors

      • Benchmarking on competitors and Japanese and overseas executive compensation trends

      • Appropriate disclosure of the policy for determining compensation and details of compensation decided by the Compensation Committee

      The individual compensation schemes of Executive Officers, including Representative Executive Officers & Co-Presidents, for FY2025 were determined by the Compensation Committee after a series of deliberations based on the Compensation Philosophy through the aforementioned activities. The Compensation Committee considers that such decisions are appropriate and in accordance with the policies for determining compensation.

      In the same manner, the individual compensation of Directors for FY2025 were determined after much deliberation based on the Compensation Philosophy, and the Compensation Committee considers that the details of such decisions are appropriate and in accordance with the policies for determining compensation.

   3. Composition and calculation method of Directors' and Executive Officers' compensation for FY2025

   1. Directors' compensation

      Directors' compensation is composed of "Job-based compensation," "Allowances for committee memberships and other roles," and "Long-term incentives."

      Directors who concurrently serve as Executive Officers do not receive compensation as Directors.

      Fixed compensation

      〇Job-based compensation: Base Salary (BS)

      • Compensation is set at levels that can attract and retain management talent with the skills required to monitor the management of Nippon Paint Group, which has operations worldwide. Decisions about compensation take into account social circumstances, compensation of executives at other companies, and compensation in the market for senior executives.

        〇Allowances for committee memberships and other roles

      • Allowances are paid for specific roles such as a member or Chairperson of the Nominating, Compensation, Audit and Special Committees, the Lead Independent Director, and other positions.

        Variable compensation

        〇Long-term incentives (LTI)

      • Directors monitor the Group's management and assume the role and associated risk of making important decisions regarding the allocation of corporate resources on behalf of shareholders. As a result, Directors receive restricted stock as an incentive for achieving MSV and as a means of further aligning the interests of Directors with those of shareholders.

      • The Company's shares equivalent to an amount determined by the ratio established relative to Job-based compensation.

      • The basic ratio of the base amount of "Job-based compensation" to "Long-term incentives" is 2:1.

      • Selling restricted stock during the term of office is not permitted.

      • From the perspective of medium- to long-term soundness, from FY2021, Malus and Clawback clauses regarding the lifting of transfer restrictions were established.

   2. Representative Executive Officers & Co-Presidents' compensation

      In order to encourage suitable and decisive risk-taking in realizing MSV, compensation for Representative Executive Officers & Co-Presidents has been based on a comprehensive evaluation of the previous fiscal year's performance from financial and non-financial perspectives, and after the total amount of compensation for the current fiscal year is determined from the ground up, the optimal mix of cash and stock compensation is determined each fiscal year.

      Specifically, both financial aspects, such as revenue and superiority of MSV indicators (EPS, PER) compared to competitors, and non-financial aspects, such as system development and initiatives aimed at further realizing MSV, are evaluated in a cross-sectional manner. After determining the total amount of compensation, taking into account the actual state of president's compensation in competitors and major domestic corporations, the level and composition of compensation in the country of origin, and the continuity with existing compensation, the optimal ratio of cash and stock compensation is determined to create a compensation level and composition that maintain motivation and incentivize the Representative Executive Officers & Co-Presidents responsible for the realization of MSV.

      As a result of much deliberation by the Compensation Committee based on the aforementioned comprehensive evaluation, the total amount of FY2025 compensation for Representative Executive Officer and Co-President Wee Siew Kim was the same as the previous fiscal year based on the assessment that his motivation had been optimally maintained for realizing MSV. And, it was determined the total compensation was cash compensation. (The compensation for Representative Executive Officer & Co-President Wee Siew Kim is paid from Nippon Paint Holdings SG Pte. Ltd.)

      In light of the performance, the balance of compensation under the Co-President structure and benchmarked against market, it was determined that total FY2025 compensation for Representative Executive Officer and Co-President Yuichiro Wakatsuki was increased from the previous year's total compensation and all cash compensation.

      Entire amounts of compensations are variable

      Total compensations for the current fiscal year are determined by linking them to the comprehensive performance evaluation for the previous fiscal year

      Total compensations for the following fiscal year are redefined each fiscal year from the ground up after a comprehensive evaluation of the previous performance from financial and non-financial perspectives, and the composition of cash and stock compensation is also reviewed each time.

      Key evaluation items for the comprehensive evaluation

      • "Maximizing EPS and PER" for achieving MSV

      • Improvement of profitability of businesses in Japan and other countries

      • Progress with the M&A strategy

      • Improvement of position in the capital market

      • Strengthening risk management in the Nippon Paint Group

      • Transformation of the corporate culture

      • Transformation of the management structure

      • Strengthening the governance structure and the internal control system

   3. Executive Officers' compensation

      Executive Officers' compensation, excluding the Representative Executive Officers & Co-Presidents, is composed of "Job-based compensation," "Performance-linked compensation," and "Long-term incentives."

      Based on the proposal from the Representative Executive Officers & Co-Presidents regarding the level and composition of compensation, the Compensation Committee has deliberated and determined the appropriateness of the proposal in accordance with the " Compensation Philosophy."

      Fixed compensation

      〇Job-based compensation: Base Salary (BS)

      Fixed salaries are paid in cash to retain and acquire management talent, taking into consideration social conditions, comparisons with competitors, market standards, and other factors.

      Variable compensation

      〇Performance-linked compensation: Short-term incentives (STI)

      • Based on the comprehensive evaluation proposal from the Representative Executive Officers & Co-Presidents in the key evaluation items for each individual responsibility, the Compensation Committee determines the amount to be paid within a range of 0% to 200% of the standard amount for each position and responsibilities, after deliberating on the appropriateness of the proposal.

        〇Long-term incentives (LTI)

      • Based on an evaluation of the contribution to improving Nippon Paint Group's sustainability, the Compensation Committee determines the amount to be paid within a range of 50% to 150% of the standard amount based on position and responsibility, after deliberating on the appropriateness of the proposal from the Representative Executive Officers & Co-Presidents.

      • Cash compensation to be paid in thirds over three years for each fiscal year

   4. Calculation of Performance-linked compensation and Long-term incentives in Executive Officers' compensation

   〇Performance-linked compensation

   The individual Performance-linked compensation for FY2025 performance of Executive Officers, excluding the Representative Executive Officers & Co-Presidents, will be decided at the Compensation Committee meeting to be held after the financial results for the fiscal year ended December 31, 2025 are finalized, based on the comprehensive evaluation of key evaluation items for the individual responsibility by the Representative Executive Officers & Co-Presidents.

   Key evaluation items and criteria for achievements	Evaluation factor range
   	0% - 200%

   • Advancement of the global governance structure

   • Strengthening risk management and internal controls, including compliance

   • Promoting sustainability strategies

   • Promoting human resource development and D&I (Diversity & Inclusion) activities

   〇Long-term incentives

   The individual Long-term incentive compensation for FY2025 for Executive Officers, excluding the Representative Executive Officers & Co-Presidents, will be decided at the Compensation Committee meeting to be held after the financial results for the fiscal year ended December 31, 2025 are finalized, based on a comprehensive evaluation by the Representative Executive Officers & Co-Presidents regarding the contribution to Nippon Paint Group's sustainability and total optimization according to individual responsibilities.

5. Method of determination and details of the policy for determining Directors' and Executive Officers' compensation

1. Policy for determining Directors' and Executive Officers' compensation for FY2026

   Compensation for the Representative Executive Officers & Co-Presidents and the Executive Officers will be decided at the Compensation Committee meeting to be held after the financial results for the fiscal year ended December 31, 2025 and compensation for Directors will be decided at the Compensation Committee meeting to be held after the Annual General Meeting of Shareholders on March 27, 2026.

   In making these decisions, as stated in the "Compensation Philosophy" and "Design Policies for the Compensation of the Representative Executive Officers & Co-Presidents", compensation must encourage and continuously motivate each executive to maximize his or her ability to realize MSV. At the same time, it must be globally competitive and in line with the current status and direction of the Company, while taking objective and professional information into consideration. The Compensation Committee is continually conducting research and studies on these matters and discussing fair and reasonable compensation that is accountable to all stakeholders.

2. Composition and calculation method of Directors' and Executive Officers' compensation for FY2026

   1. Directors' compensation

      Directors' compensation will be decided at a meeting of the Compensation Committee following the Annual General Meeting of Shareholders on March 27, 2026.

   2. Representative Executive Officers & Co-Presidents' compensation

      Representative Executive Officers & Co-Presidents' compensation will be decided at a meeting of the Compensation Committee to be held after the financial results for the fiscal year ended December 31, 2025 are finalized.

   3. Executive Officers' compensation

-