Nippon Sheet Glass : Notice of Convening the 160th Ordinary General Meeting of Shareholders and the Class Meeting of Common Shareholders [PDF 1.

Notice of Convening the 160th

Ordinary General Meeting of Shareholders and the Class Meeting of Common Shareholders

Date and Time:

Venue:

Sumitomo Fudosan Tokyo Mita Garden Tower, 2F 3-5-19 Mita, Minato-ku, Tokyo

Matters to be Resolved:

1. Partial Amendments to the Articles of Incorporation to Increase the Total Number of Authorized Shares
2. Share Consolidation
3. Partial Amendments to the Articles of Incorporation regarding Abolition of Share Unit System
4. Election of Six Directors Deadline to exercise voting rights in writing or via the Internet: 5:45 p.m., Thursday, 25 June 2026 (Japan time)

   Contents

Dear Shareholders,

During the fiscal year ended March 31, 2026 (FY2026), the Group's business was significantly affected by the U.S. tariff policies, in addition to the continued economic slowdown in Europe and rising labor and other costs associated with global inflation. Despite this, the profitability of our businesses improved driven by higher selling prices, mainly in the European Architectural Glass business, where the production capacity was optimized in FY2025. In addition, the Group posted a negative income tax expense due to the recognition of one-off deferred tax assets.

As a result, for FY2026 on a full-year basis, the Group reported revenues of 879.5 billion yen, an increase of 4.6% year-on-year (FY2025: 840.4 billion yen) and an operating profit of 28.8 billion yen, an increase of 74.7% year-on-year (FY2025: 16.5 billion yen). Also, the Group recorded a pre-tax profit of 0.4 billion yen (FY2025: loss of 8.5 billion yen), a net profit of 5.5 billion yen (FY2025: loss of 13.5 billion yen) and a profit attributable to owners of the parent of 4.4 billion yen (FY2025: loss of 13.8 billion yen), indicating a recovery from the previous year, partly as a result of one-off tax effects. In the fiscal year ending March 31, 2027 (FY2027), European economy is expected to start recovering gradually in the latter half of the year and beyond. In the Architectural Glass business, demand for solar energy glass remains robust. In the Automotive Glass business, we will continue to enhance the value of our products whilst negotiating improvements to sales prices. The Technical Glass business is expected to maintain a high profit margin. On the other hand, the business environment is expected to remain challenging, as exemplified by rising energy costs, making it difficult to achieve the financial targets (operating profit, ROS, free cash flow, interest bearing debt, and shareholders' equity ratio) set forth in the Medium Term Plan.

After a comprehensive review of our financial position, we deeply regret to inform you that the Group has made the difficult decision not to declare a dividend on common shares for the fiscal year ending March 31, 2026.

On March 24, 2026, the Group announced that it has decided to implement fundamental strategic initiatives to achieve sustainable growth including restructuring its capital with the support of Apollo Funds (Please refer to "Issues to be Addressed" in the Business Report). That said, the Group has made no changes to the Medium Term Plan "2030 Vision: Shift the Phase", in addition, the strategic pillars of the 4Ds - Business Development, Decarbonization, Digital Transformation, and Diverse Talent - are being advanced as outlined in "Issues to be Addressed". By implementing fundamental measures aimed at establishing a "NEW" NSG group, we continue to strive to transform into a highly profitable company resilient to fluctuations in the business environment by pursuing the 4D strategy.

I would like to ask for your kind understanding.

Munehiro Hosonuma Director, Representative Executive Officer President and CEO

Nippon Sheet Glass Company, Limited

Securities Code: 5202

4 June 2026 (Start Date of Electronic Provision Measures: 28 May 2026)

Munehiro Hosonuma

Director, Representative Executive Officer

President and CEO Nippon Sheet Glass Company, Limited 5-27, Mita 3-Chome, Minato-ku, Tokyo

Notice of Convening the 160th Ordinary General Meeting of Shareholders and the Class Meeting of Common Shareholders

Dear Shareholders,

Thank you for your continued support for NSG Group. We are pleased to notify you of the forthcoming 160th Ordinary General Meeting of Shareholders and the Class Meeting of Common Shareholders of the Company, as detailed below.

If you are unable to attend the meeting in person, you may exercise your voting rights in advance either by electronic means (via the Internet) or in writing (by mail). We kindly request that you review and consider the "Reference Materials to Proposals at the General Meeting of Shareholders" below and exercise your voting rights by no later than 5:45 p.m., Thursday, 25 June 2026 (Japan time).

Concerning the matters to be resolved at the Class Meeting of Common Shareholders:

While the Company believes that the actions relating to Proposals 1 and 2 to be submitted to the 160th Ordinary General Meeting of Shareholders (the "Meeting") are not likely to cause any disadvantage to common shareholders, as a matter of prudence, the Company has determined to seek a resolution at the Class Meeting of Common Shareholders in accordance with Article 322, Paragraph 1, Items 1 and 2 of the Companies Act.

The shareholders who can exercise their voting rights at the Meeting and the Class Meeting of Common Shareholders are identical; therefore, Proposals 1 and 2 shall be treated as matters to be resolved at both the Meeting and the Class Meeting of Common Shareholders.

Information Related to Electronic Provision Measures

In convening the 160th Ordinary General Meeting of Shareholders, the Company has taken measures to provide the information that constitutes the content of reference materials for the General Meeting of Shareholders, etc. (matters to be provided electronically), in electronic format. The information is posted on the Company's website as "Notice of the 160th Ordinary General Meeting of Shareholders and the Class Meeting of Common Shareholders" and "Other Matters Subject to Measures for Electronic Provision for the 160th Ordinary General Meeting of Shareholders and the Class Meeting of Common Shareholders (Matters Omitted from Delivered Paper-Based Documents)". To review the information, please access the website below.

In addition to the above, matters to be provided electronically are also posted on the Tokyo Stock Exchange (TSE) website. Please access the TSE website below, search by "Nippon Sheet Glass" or Ticker code "5202", select "Basic information", and then "Documents for public inspection/PR information" to review filed information.

◎ Among the matters subject to electronic provision measures, the following matters are only posted on the Company's website and TSE website above-mentioned, based on the laws and Article 14 of the Articles of Incorporation. These are not included in the documents to be mailed to shareholders who requested paper delivery:

1. Business Report: "Matters Related to the Stock Acquisition Rights, etc.", "Systems to Secure appropriateness of businesses" and "Summary of the Operation Status to Secure appropriateness of businesses"

2. Consolidated Financial Statements: "Consolidated Statement of Changes in Equity" and "Notes to the Consolidated Financial Statements"

3. Financial Statements: "Statement of Changes in Net Assets" and "Notes to the Financial Statements"

◎ The Consolidated Financial Statements and the Financial Statements audited by the Audit Committee and the Accounting Auditor consist of the documents listed in the "Notice of Convening the 160th Ordinary General Meeting of Shareholders and the Class Meeting of Common Shareholders" posted on the Company's website, as well as those listed in (2) and (3). The Business Report audited by the Audit Committee consists of documents listed in the "Notice of Convening the 160th Ordinary General Meeting of Shareholders and the Class Meeting of Common Shareholders" posted on the Company's website, as well as those listed in (1).

◎ If any revisions are made to the information subject to electronic provisions measures, matters before and after amendments will be posted on the websites of the Company and TSE mentioned above.

◎ If a shareholder exercises their voting rights both in writing and via the Internet, the Internet vote will take precedence. If a voting right is exercised multiple times via the Internet, the last valid vote will be considered the final vote.

◎ If a shareholder does not indicate approval or disapproval of any of the proposals on the returned voting form, it will be treated as an indication of approval.

Guidelines for Exercising Voting Rights

Please access the website for exercising voting rights, https://www.web54.net. Log in by entering the "voting rights code" described in the enclosed voting rights exercising card and enter "password" on the card.

• Contact the following for any queries regarding your shareholding and its related matters.

  1. If you have a shareholder account in a securities company:

     Please contact the securities company administrating your shareholder account.

  2. If you do NOT have a shareholder account in a securities company:

Please contact the Administration Center of Transfer Agency of Sumitomo Mitsui Trust Bank 0120-782-031

(Weekdays from 9:00 to 17:00 Japan time, toll free in Japan)

Information on the Exercise of Voting rights, Acceptance of Questions in Advance, and Live Stream on the day of the Meeting

4

https://web.sharely.app/login/nsg160/

https://web.sharely.app/e/nsg160/pre_question

*After the Ordinary General Meeting of Shareholders (on June 27 and thereafter), the voting results will be sent to you by postal mail and will also be posted on the Company's website.

In addition, the meeting video featuring the Business Report will be available.

1. Overview of the Transaction Contemplated by the Company

   Nippon Sheet Glass (the "Company" or "NSG") plans to implement a series of transactions (the "Transaction"), including the issuance of new common shares (the "New Shares") through a third-party allotment of 165 billion yen (the "Third-Party Allotment"), corresponding to the total amount paid by Lumina Japan Acquisition Co., Ltd. (the "Allottee"), a special purpose company owned by funds managed by affiliates of Apollo Global Management, Inc. ("Apollo Funds") and its subsidiaries (collectively "Apollo"). This will be followed by a share consolidation, whereby 122,222,222 common shares will be consolidated into 1 share, and a cash payment will be made to the shareholders of the Company other than the Allottee, equivalent to 500 yen per share of the Company common shares prior to the share consolidation (the "Share Consolidation"). Through the Share Consolidation, the Company will become a wholly owned subsidiary of the Allottee.

   Furthermore, on the Effective Date of the Share Consolidation, SMBC, DBJ, Mizuho, and SMTB (the "Major Financial Institutions") plan to make a cash contribution of 140 billion yen to the Company through a limited partnership managed by Apollo Funds and the Allottee. The Company plans to repay the corresponding borrowing amount from the Major Financial Institutions by using the funds received from the Allottee on the same day (the "Quasi-DES"). The Transaction will be implemented upon approval at the Annual General Meeting of Shareholders, in accordance with the procedures set forth below.

   1. The Proposals for (i) Partial Amendments to the Articles of Incorporation to Increase the Total Number of Authorized Shares of the Company necessary for the implementation of the Third-Party Allotment, (ii) Share Consolidation and (iii) Partial Amendments to the Articles of Incorporation regarding Abolition of Share Unit System shall be submitted to the Annual General Meeting of Shareholders.

   2. Subject to the satisfaction of the Condition Precedent, the New Shares pertaining to the Third-Party Allotment will be issued, as a result of which the Allottee will become the parent company and the largest shareholder of the Company, holding 3,666,666 voting rights, which represent 72.04% of the total 5,089,493 voting rights of the Company, calculated by adding (i) 1,040,665 voting rights corresponding to the Company's issued and outstanding shares as of February 27, 2026 (104,066,552 shares), (ii) 382,527 voting rights corresponding to the Company's common shares to be held by UDS Corporate Mezzanine No. 3 Investment Limited Partnership and UDS Corporate Mezzanine No. 4 Investment Limited Partnership (collectively referred to as the "UDS Funds") and Japan Industrial Solutions II Investment Limited Partnership (the "JIS Fund") as a result of the exercise of the rights to request acquisition (38,252,710 shares), and (iii) 3,666,666 voting rights corresponding to the number of common shares to be newly issued through the Third-Party Allotment (366,666,666 shares), and then deducting 365 voting rights corresponding to the number of treasury shares as of December 31, 2025 (36,512 shares), and the cash contribution from the Third-Party Allotment will be used to repay the existing debt of the UK subsidiary.

   3. Refinancing existing domestic borrowings.

   4. The Share Consolidation shall become effective on the subsequent Effective Date of the Share Consolidation subject to the cash contribution from the New Shares pertaining to the Third-Party Allotment. As a result, the Allottee will become the sole shareholder of the Company.

   5. The Quasi-DES will be implemented on the Effective Date of the Share Consolidation.

   6. After the Share Consolidation becomes effective, 500 yen for each common shares held by the minority shareholders prior to the Share Consolidation will be paid to the minority shareholders who come to hold fractional shares (including JIS fund and UDS fund) in accordance with the treatment method of fractional shares arising as a result of the Share Consolidation (as per the provisions of the Companies Act and with the permission of the court, the Company plans to purchase shares equivalent to the total sum of the fractional shares, and the proceeds of that sale will be delivered to minority shareholders in proportion to the fractional shares attributed to them).

      Please also note that the details of the Transaction, including the illustration of each procedure comprising the Transaction, are described in the March 24 press release "Issuance of New Shares through Third-Party Allotment, Partial Amendments to the Articles of Incorporation, Share Consolidation and Abolition of Share Unit System, Capital Restructuring through Debt-Equity Swap, and Change in Parent Company and Largest Shareholder" (together with subsequent revisions, collectively referred to as the "Press Release") for your reference.

      The timeline for each procedure of the Transaction is as follows. The Third-Party Allotment has been resolved to be paid between June 30, 2026 to March 31, 2027 in accordance with the Companies Act, and the actual schedule will vary depending on when the Condition Precedent are satisfied.

      Date of the Annual General Meeting of Shareholders	June 26, 2026
      Payment date for the Third-Party Allotment	October 2026 (planned)
      Date of delisting of the Company's common shares on the Tokyo Stock Exchange	November 2026 (planned)
      Effective Date of the Share Consolidation	November 2026 (planned)
      Date of implementation of the Quasi-DES	November 2026 (planned)

2. Background to the Transaction

   1. Financial Conditions of the Company and Necessity for Significant Capital Funding

      The Company is one of the leading glass manufacturers engaged in the architectural and automotive glass business as well as the high-performance glass business (Creative Technology). The Company plays an important role in supporting industries and economies expected to grow in the medium- to long-term, of not only Japan, but also major countries around the world, covering a wide range of sectors, such as automotive, architecture, and renewable energy.

      In 2006, the Company acquired Pilkington plc ("Pilkington"), a major British glass manufacturer, in response to the globalization of the automotive industry, the growing demand for flat glass for architectural use mainly in emerging countries, and the growing demand for high-performance glass in developed countries including Japan, with the aim of becoming a global leader in the flat glass field. Through the acquisition of Pilkington, the Company has established a certain presence in the global market by utilizing the development and manufacturing plants of both companies as efficiently as possible, pursuing economies of scale to ensure international competitiveness, expanding sales channels with leading local manufacturers in the Americas and Europe, and building long-term customer relationships.

      However, the Company has continued to incur substantial interest expenses resulting from a highly leveraged capital structure maintained over a long period of time since the fine imposed by the European Commission related to operations conducted by Pilkington prior to 2005, and the subsequent deterioration in performance caused by the Lehman Shock. Furthermore, excess supply in the European market has created downward

      pricing pressure during economic downturns, and the Company's business structure remains highly sensitive

      to market fluctuations, all of which have constituted significant obstacles to business growth.

      In recent years, the business environment has continued to undergo rapid changes, including lockdowns in response to the COVID-19 pandemic, challenges in the European economy, U.S. tariff measures, and rising interest rates, resulting in continued losses in automotive glass business in Europe and the United States, and in the architectural glass business in Europe. In response to this situation, in 2024, the Company launched its "2030 Vision: Shift the Phase" with the aim of recovering its business performance and accelerating measures to "shift our company's phase and become a key provider in advancing a sustainable society. " However, as mentioned above, the interest burden and limited liquidity due to high level of borrowing over many years in a period of European economic downturn, as well as covenants imposing the restriction on dividend distributions by the UK subsidiaries which have limited the use of funds within the Group, may adversely affect cash-flow stability and the Company's ability to undertake adequate growth and maintain investments. Therefore, the implementation of measures to maintain medium- to long-term competitiveness is a pressing priority. In particular, in recent years, the business environment has further deteriorated as a result of the challenges to the European economy, an important market, increased costs driven by rising raw material prices, and supply chain impacts caused by tariffs measures, etc. As a result, we have posted a net loss of approximately 28.4 billion yen over the past 5 years, and a high proportion of the company's enterprise value is accounted for by net debt, which has recently exceeded 500 billion yen in total. Restructuring to improve profitability and financial position has been a longstanding objective for the Company. As part of our own efforts, we have implemented various measures such as raising capital through the issuance of Class A shares, reviewing our organizational structure, and closing float furnace in Europe. However, based on current factors, the restructuring to improve profitability and financial position will take a considerable amount of time and there is no guarantee for restating dividends.

      Under these circumstances, the Company recorded a large net loss in the fiscal year ended in March 2025, and its business recovery in the fiscal year ended in March 2026 was slower than expected. Under the Company's capital structure at that time, It became increasingly difficult to refinance or repay more than 100 billion yen of borrowings due by the end of March 2026 without the proposed solution (it should be noted that the Company reached an agreement with the Main Financial Institutions and other domestic financial institutions to refinance such borrowings on the assumption that the Transaction would be implemented).

      Furthermore, even if the Company had been able, through its own efforts (i.e., without implementing the Transaction), to continue refinancing the borrowings due by the end of March 2026, the high level of outstanding debt would have remained unchanged, and we believed it would take a considerable amount of time to rebuild the Company's financial foundation.

      Therefore, in order to improve the above situation, the Company believed that it was necessary to fundamentally resolve the existing financial structural issues as soon as possible, including through the infusion of external capital.

   2. Background of Sponsor Selection

      Under the circumstances described above, the Company had been exploring, on an intermittent basis, measures and potential partners capable of fundamentally resolving the aforementioned issues relating to its financial structure. As part of the process, we met with Apollo.

      Apollo is a high-growth global alternative asset manager. Apollo provides innovative capital solutions to businesses by investing across a broad range of capital structures through a fully integrated platform, offering

      the full spectrum of risk and return, from Investment Grade Credit to private equity. As of the end of 31 December 2025, the Apollo Group's assets under management amounted to approximately 145 trillion yen (approximately 938 billion dollars).

      For more than 35 years, Apollo's private equity business has been providing innovative capital solutions to support businesses growth through its disciplined, innovative and highly informed investment approach. In particular, Apollo has in-depth industry knowledge and a structured value-creation approach across the automotive and construction industry, and other similar sectors, given its extensive investment track record in the industrial sector, such as the materials and metal sector. Apollo pursues an investment philosophy that takes liquidity and business stability into consideration, including its track record of conservative capital management for the portfolio companies, and their support capabilities for companies during periods of industry cyclicality or financial stress. In addition, Apollo's private equity business has a strong track record of previous investments in leading Japanese companies, including MAFTEC Co., Ltd., ALTEMIRA Co., Ltd., and Panasonic Automotive Systems Co., Ltd.

      Given its investment track record and philosophy, Apollo continued to consider this transaction based on its understanding of the situation. As a result, in September 2025, the Company received an initial proposal (the "Initial Proposal") from Apollo Funds to take the Company private and to implement fundamental improvement measures. The initial proposal included a large capital investment in the Company by Apollo Funds, a capital restructuring under the Quasi-DES, and a reduction in the interest burden by repaying the UK subsidiary loans, as well as the effective use of funds within the Company. In response to this, the Company started an initial review, including the appointment of Mori Hamada & Matsumoto Foreign Law Joint Venture ("Mori Hamada & Matsumoto") as its legal advisor in November 2025, which is independent from Apollo and the Company; SMBC Nikko Securities Inc. ("SMBC Nikko") as its financial advisor and third-party appraiser; and Deloitte Tohmatsu LLC ("Deloitte") as its financial and tax advisor. The Company established a framework to evaluate, negotiate and determine the merit of the Transaction from the perspective of enhancing corporate value and safeguarding the interests of the minority shareholders, facilitating the establishment of an independent perspective from Apollo and the Company.

      As a result of the review of the initial proposal, the Company determined that it would be necessary to stabilize its operations promptly through significant remedial actions and secure a path to new growth in a business environment that is increasingly challenging and marked by limited visibility into future developments. Therefore, given Apollo Funds' proposed large-scale capital investment in the Company and other additional measures including the Quasi-DES between the Major Financial Institutions and Apollo Funds, as well as Apollo's organized operational value creation plan, the Major Financial Institutions started full-scale consideration of Apollo Funds' initial proposal.

      In light of the complexity of the Transaction and the possibility that a conflict of interest may arise from the Company's consideration of the Transaction, the Company, at its Board of Directors meeting held on November 28, 2025, established a special committee (the "Special Committee" to consider the Transaction proposal, with the advice of Mori Hamada & Matsumoto. The Special Committee allows us to establish a review framework that is independent, to ensure careful decision making, to eliminate arbitrariness in the Company's review process, and to ensure the fairness of the overall assessment of the Transaction and the appropriateness of its terms.

      Based on the authority granted to the Special Committee, on November 28, 2025, the Special Committee approved the appointment of Mori Hamada & Matsumoto as the legal advisor of the Company, SMBC Nikko as the financial advisor and third-party appraiser of the Company, and Deloitte as the financial and tax advisor

      of the Company, after confirming that there were no problems in terms of expertise and independence from Apollo and the Company. Furthermore, in order to ensure fairness in the decision-making process for the Transaction, the Special Committee appointed Akasaka International Accounting Co., Ltd., ("Akasaka International Accounting") as the third-party evaluator of the Special Committee after confirming that there is no problem with independence and expertise at the second Special Committee meeting.

      Subsequently, on December 26, 2025, Apollo, taking into account also the results of the due diligence conducted with the Company, submitted a Letter of Intent (the "LOI") for the Transaction.

      At the same time, the Company, through SMBC Nikko, reviewed and discussed alternative potential sponsors to assess the feasibility of obtaining support from them. As part of the various proposals received from the potential sponsors, whilst the potential of the Company business was evaluated, it was pointed out that the high level of debt is constraining management's ability to operate with discretion, and converting debt into equity and large-scale capital investments are necessary to realize sustainable growth. In addition, each of the potential sponsors pointed out that, taking into account the Company's current and future cash flows, current funding conditions, and debt obligations, the Company's recent share price level may not fully reflect the refinancing risk by financial institutions. As a result of a diligent comparison and examination of the proposals from each of these potential sponsors, the Company determined that Apollo's LOI was the best proposal given the equity capital available to be deployed by the sponsor, the feasibility of the proposal and timing of the Transaction, the sponsor's view on the management and the business after acquiring the Company, the expected state of the Company's financial soundness at the time of sponsor future exit, and Major Financial Institutions' expected likelihood of recovering their claims as part of the Quasi-DES. In addition, the Major Financial Institutions viewed very positively the feasibility of the Transaction and the medium- to long-term growth potential based on the fundamental structural changes as evidenced in the proposal, and the Company decided to continue discussions with Apollo toward concluding a formal agreement for the Transaction in late January 2026, after confirming the intention of the Quasi-DES implementation and refinancing with the Major Financial Institutions.

      Based on the Special Committee's negotiation policy, opinions, instructions and requests, the Company held discussions and negotiations with Apollo regarding whether to proceed with the Transaction and the terms of the Transaction, with the advice of Mori Hamada & Matsumoto, SMBC Nikko and Deloitte.

      On January 13, 2026, the Company received from Apollo a proposal setting the payment amount for the Third-Party Allotment (the "Payment Amount") at 450 yen per share, and the cash amount expected to be paid to minority shareholders upon the cash settlement of fractional shares following the Share Consolidation (the "Expected Amount for the Share Consolidation") at 450 yen per share. Following this proposal, during the course of continued discussions with Apollo, the Company, on February 24, 2026, requested an increase in the Expected Amount for the Share Consolidation.

      Subsequently, on February 27, 2026, the Company received from Apollo a final proposal to set the Expected Amount for the Share Consolidation at 500 yen.

      After conducting careful internal discussions and review, and on the premise that the final decision would be made through a resolution of the Company's Board of Directors, on March 9, 2026, the Company responded by accepting Apollo's final proposal to set the cash amount to be delivered to the existing shareholders at 500 yen per share upon the cash settlement of fractional shares following the Share Consolidation.

      The amount of 500 yen per share expected to be delivered to existing shareholders upon the cash settlement of fractional shares following the Share Consolidation is considered appropriate by the Company.

      The final amount represents a meaningful increase achieved through multiple rounds of negotiations with Apollo, and we believe that it constitutes a reasonable consideration to be paid to existing shareholders in connection with the privatization of the Company and represents the best terms the Company can offer to its minority shareholders.

   3. Reasons for determining that the Third-Party Allotment and privatization are in the best interests of the Company and the Company shareholders

      In Apollo's LOI received by the Company, if the Transaction, which includes a major capital investment by Apollo Funds, the Quasi-DES by the Major Financial Institutions, and the repayment of existing UK subsidiary borrowings, is realized, the Company intends to substantially improve its financial position and liquidity. Based on these improvements, the Company would be able to implement fundamental improvement, including the rationalization of production plants involving one-off expenses, strengthen its competitiveness by improving profitability to a level comparable to its peers, and subsequently execute additional profitability-enhancement initiatives expected to deliver lasting effects. In addition, after strengthening cash flows and a resilient capital structure, Apollo will provide strategic support for the Company to secure long-term growth as a global leader in the industry in growth areas such as compliance with environmental regulations, the shift toward higher valued products, and solar-energy-related businesses. Furthermore, Apollo believes that the Company's privatization is critical to enable timely management decision-making and achieve its objectives, without being constrained by a strategy that emphasizes securing short-term profits. Considering the near-term challenges to profitability and the lack of guarantee for success, the Company believes it is better for its existing shareholders not to take on this additional risk. In order to aim for medium- to long-term growth, the Company believes that the best option for realizing increased corporate value is to build a management structure that enables flexible decision-making and can prioritize on long-term growth rather than short-term stock performance, and to promote business initiatives with the cooperation of Apollo's management team and the Company's employees.

      In addition, as the business environment continues to be volatile, and the above-mentioned issues relating to its financial structure remain unresolved, the Company may find it difficult to continue its business in the future. Accordingly, the Company believes that executing the Transaction at this point in time is in the best interest of the Company's shareholders.

      Therefore, the Company has determined that conducting the Transaction including going private at this timing after paying reasonable consideration to the Company's shareholders will also contribute to the interests of shareholders.

      It should be noted that the Special Committee received a fairness opinion from Akasaka International Accounting (the "Fairness Opinion") on March 23, 2026, stating that the Payment Amount of 450 yen per share and the Expected Amount for the Share Consolidation of 500 yen per share are fair to the shareholders of the Company from a financial point of view.

   4. Related Terms

   In implementing the Transaction, the Company entered into a share subscription agreement with the Allottee on March 24, 2026. In addition, memoranda of understanding dated March 24, 2026 were entered into between the Company and (i) the UDS funds, and (ii) the JIS Fund. The UDS funds and the JIS Fund, in their capacity as Class A Shareholders, agreed to exercise their respective rights to request the acquisition of the Company's common shares by the record date for the Annual General Meeting of Shareholders (March 31,

   2026). The memoranda of understanding also provide that the UDS funds and the JIS Fund shall exercise their voting rights in favor of Proposals No. 1 and No. 2 to be submitted to the Annual General Meeting of Shareholders.

   The Company has confirmed that, as of March 31, 2026, the UDS funds and the JIS Fund collectively held 38,252,863 shares (382,527 voting rights) of the Company's common shares as a result of exercising their rights to request the acquisition of such shares.

   For details regarding the related terms, please also refer to the Press Release.

3. Proposals for Annual General Meeting of Shareholders

With regard to the Transaction, the Proposals for (i) Partial Amendments to the Articles of Incorporation to Increase the Total Number of Authorized Shares of the Company necessary for the implementation of the Third-Party Allotment, (ii) Share Consolidation and (iii) Partial Amendments to the Articles of Incorporation regarding Abolition of Share Unit System shall be submitted to the Annual General Meeting of Shareholders. We kindly request that you review the "Reference Materials to Proposals at the General Meeting of Shareholders" on the following pages and exercise your voting rights in favor of all of the Proposals to be Submitted to the Annual General Meeting of Shareholders.

1. Reason for the Amendment

   In order to enable the Company to issue the New Shares through the Third-Party Allotment in an amount of approximately 165 billion yen, corresponding to the total amount paid by the Allottee, the implementation of which is set forth above in "The background and circumstances leading to the submission of Proposals No. 1 through No. 3", the Total Number of Authorized Shares and the Total Number of Authorized Classes of Shares provided for in Article 6 of the current Articles of Incorporation (Total Number of Authorized Shares and Total Number of Authorized Classes of Shares) will be increased, in accordance with Article 113, Paragraph 3 of the Companies Act, to an amount not exceeding 4 times the total number of issued shares of the Company at the time the amendment to the Articles of Incorporation becomes effective.

2. Details of the Amendment The amendments are as follows:

(The underlined text indicates the amendments.)

1. Purpose and reason for the Share Consolidation

   As described above in "The background and circumstances leading to the submission of Proposals No. 1 through No. 3", the Company has decided to implement the Share Consolidation so that the Allottee will be the sole shareholder of the Company, subject to the payment for the New Shares pertaining to the Third-Party Allotment (i.e., the issuance of all of the New Shares to be issued through the Third-Party Allotment). As a result of the Share Consolidation, the number of common shares of the Company held by the minority shareholders other than the Allottee will be reduced to fractional shares of less than one share.

2. Matters listed in each item of Article 180, Paragraph 2 of the Companies Act

   1. Class of shares to be consolidated Common share

   2. Consolidation ratio

      122,222,222 shares of the Company common shares will be consolidated into one share.

   3. The Effective Date of the Share Consolidation

      Since the Share Consolidation will be implemented on the condition that all of the New Shares subject to the Third-Party Allotment are issued, multiple effective dates will be set with respect to the Share Consolidation (the "Effective Date of the Share Consolidation") according to the time at which all of the New Shares subject to the Third-Party Allotment will be issued, as follows.

      ① The effective date of the Share Consolidation shall be July 31, 2026 on the condition that all of the New Shares subject to the Third-Party Allotment are issued by June 30, 2026.

      ② The effective date of the Share Consolidation shall be August 31, 2026 on the condition that all of the New Shares subject to the Third-Party Allotment are issued between July 1, 2026 and July 31, 2026.

      ③ The effective date of the Share Consolidation shall be September 30, 2026 on the condition that all of the New Shares subject to the Third-Party Allotment are issued between August 1, 2026 and August 31, 2026.

      ④ The effective date of the Share Consolidation shall be October 30, 2026 on the condition that all of the New Shares subject to the Third-Party Allotment are issued between September 1, 2026 and September 30, 2026.

      ⑤ The effective date of the Share Consolidation shall be November 30, 2026 on the condition that all of the New Shares subject to the Third-Party Allotment are issued between October 1, 2026 and October 31, 2026.

      ⑥ The effective date of the Share Consolidation shall be December 30, 2026 on the condition that all of the New Shares subject to the Third-Party Allotment are issued between November 1, 2026 and November 30, 2026.

      ⑦ The effective date of the Share Consolidation shall be January 29, 2027 on the condition that all of the New Shares subject to the Third-Party Allotment are issued between December 1, 2026 and December 31, 2026.

      ⑧ The effective date of the Share Consolidation shall be February 26, 2027 on the condition that all of the New Shares subject to the Third-Party Allotment are issued between January 1, 2027 and January 31, 2027.

      ⑨ The effective date of the Share Consolidation shall be March 31, 2027 on the condition that all of the New Shares subject to the Third-Party Allotment are issued between February 1, 2027 and February 28, 2027.

      ⑩ The effective date of the Share Consolidation shall be April 30, 2027 on the condition that all of the New Shares subject to the Third-Party Allotment are issued between March 1, 2027 and March 31, 2027.

   4. Authorized Share Capital on the Effective Date 16 shares of Common Shares

      40,000 shares of Class A Shares

3. Matters regarding the appropriateness of the provisions provided for in Article 180, Paragraph 2, Item 1 of the Companies Act

   Upon the Share Consolidation, every 122,222,222 shares of the Company common shares will be consolidated into one share. The Company considers the Consolidation Ratio to be appropriate for the following reasons: (i) as described above in "The background and circumstances leading to the submission of Proposals No. 1 through No. 3", the Share Consolidation will be implemented to make the Allottee the sole shareholder of the Company; and (ii) the Share Consolidation will be carried out on the condition that all of the New Shares subject to the Third-Party Allotment - implemented as part of the Transaction in light of "The background and circumstances leading to the submission of Proposals No. 1 through No. 3" - are issued. In determining the appropriateness of the Consolidation Ratio, the Company has also considered other relevant factors as set forth below.

   1. Matters that have been taken into account to ensure the interests of shareholders of the Company other than the parent company, etc. be not harmed if there is such a parent company, etc.

      Although the Allottee does not fall under the definition of parent company of the Company at the time of the payment for the New Shares pertaining to the Third-Party Allotment, as the Share Consolidation will be implemented on the condition that such payment is completed, the Company has implemented the measures described below to ensure the fairness of the sponsor support by eliminating arbitrariness in the decision-making process leading to the Transaction and avoiding conflicts of interest, in relation to the impact on minority shareholders.

      ① Commissioning of a valuation report by an independent third-party valuation firm

      The Company requested SMBC Nikko, a third-party valuation institution, to calculate the value of its common shares, and has received the Valuation Report (the "Valuation Report (SMBC Nikko)") as of March 23, 2026, for the purpose of determining Expected Amount for the Share Consolidation, and for the purpose of serving as a reference for the exercise of voting rights by minority Shareholders at the Annual General Meeting of Shareholders. The compensation of SMBC Nikko for the Transaction is a success fee to be paid upon completion of the Transaction and a fixed fee to be paid regardless of the success or failure of the Transaction. The Company has appointed SMBC Nikko as the Company's financial advisor and third-party evaluator based on the above remuneration structure, taking into consideration the general practice in similar transactions

      and the terms and conditions of remuneration that the Company will bear in the event of consummation or non-consummation of the Transaction. SMBC Nikko, a third-party evaluator, is not a related party of the Company or Apollo and does not have any material interest in the Transaction.

      SMBC Nikko considered multiple methods to calculate the equity value of the Company common shares. SMBC Nikko calculated the equity value of the Company common shares by using the market share price method since the Company is listed on the Prime Market of the Tokyo Stock Exchange and a market share price exists, by using the comparable company method since it is possible to infer the equity value by comparing similar listed companies, and by using the discounted cash flow method ("DCF Method") to reflect future business performance into the valuation. The Company received the Valuation Report (SMBC Nikko) from SMBC Nikko on March 23, 2026. The Company has not obtained an opinion (fairness opinion) from SMBC Nikko regarding the appropriateness of the valuation of the Company common shares.

      The results of calculation of the price per share of the Company common shares by SMBC Nikko are as follows.

      Market Share Price Method : 521 yen - 588 yen Comparable Company Method : -547 yen - 293 yen DCF Method : -1,016 yen - 607 yen

      Under the market share price method, with the calculation base date being March 23, 2026, the range of the share value of the Company common shares is calculated to be between 521 yen to 588 yen based on the simple average closing price of 521 yen for the most recent 1 month up to the calculation base date, the simple average closing price of 588 yen for the most recent 3 months and the simple average closing price of 549 yen for the most recent 6 months.

      Under the Comparable Company Method, AGC Inc. and Compagnie de Saint-Gobain S.A. were selected as publicly listed companies engaged in businesses comparable to those of the Company, and the value of the Company's common shares was evaluated by applying comparison multiples derived from financial indicators reflecting market share prices and profitability, including the ratio of enterprise value to earnings before interest, taxes, depreciation and amortization ("EBITDA"), resulting in a calculated range of per share value of the company's common shares from -547 yen to 293 yen.

      Under the DCF Method, in light of a business environment in which demand is expected to decline due to a slowdown in market growth, and taking into consideration the implementation of various measures aimed at stabilizing the business and strengthening the Company's financial position, the enterprise value and equity value of the Company were evaluated by discounting to present value, at a certain discount rate, the free cash flows expected to be generated by the Company from the fourth quarter of the fiscal year ended March 2026 onward, based on the business plan for the period from the fiscal year ending March 2026 to the fiscal year ended March 2031 provided by the Company ("Business Plan"), together with other factors such as publicly available information. As a result, the range of equity value per share of the Company's common shares was calculated to be between -1,016 yen and 607 yen. The discount rate applied was the weighted average cost of capital ("WACC"), ranging from 8.31% to 10.16%. In calculating the terminal value, both the perpetuity growth method and the multiple method were employed. Under the perpetuity growth method, the perpetual growth rate was set at between 0.00% and 1.00%, taking into comprehensive consideration external business conditions and other relevant factors, resulting in a terminal value ranging from 256,231 million yen to 389,047 million yen. Under the multiple method, the terminal value was calculated to range from 361,164 million yen to 482,400 million yen, using multiples of 5.6x to 6.9x based on industry benchmarks

      and other relevant considerations. The Business Plan was prepared by the Company for the purpose of considering the Transaction, based on reasonable assumptions for each item, taking into account past performance, recent earnings conditions, and the business environment surrounding the Company.

      Although discrepancies exist between the figures in the Business Plan and those in the medium-term management plan titled "2030 Vision: Shift the Phase", published on May 13, 2024, the Business Plan was formulated based on financial projections that the Company considers to be more objective, reasonable, and reflective of the current situation, in light of recent earnings conditions, the status and outlook of business developments, and the Company's operating performance.

      The Company's future financial forecasts, which are assumed in the DCF Method, include fiscal years in which significant increases and decreases are expected. Specifically, Through the enhancement of manufacturing capacity for high value-added products and the strategic replacement of manufacturing facilities, together with the improvement and structural reform of loss-making businesses in Europe and North America, resulting in reductions in fixed costs and procurement costs, the Company expects that operating profit and free cash flow for the fiscal year ending March 2028 will increase significantly on a year-on-year basis. In the fiscal year ending March 2029, we expect a significant decrease in free cash flow compared to the previous fiscal year due to large-scale facility investments for scheduled maintenance of existing facilities. On the other hand, we expect an increase in free cash flow compared to the previous fiscal year due to the elimination of the impact of facility investments in the fiscal year ending March 2030. The synergies expected to be realized through the execution of the Transactions are not reflected because it is difficult to specifically estimate the impact on revenues at this point.

      Specific numerical values of the financial forecasts of the Company, on which SMBC Nikko assumed the calculation of the DCF Method, are as follows.

      （Unit: ¥100 million）

      	2026 March 31 (Note)	2027 March 31	2028 March 31	2029 March 31	2030 March 31	2031 March 31
      Revenue	1,975	8,468	8,988	9,174	9,366	9,561
      Operating Income	124	361	481	471	464	472
      EBITDA	261	871	1,009	1,015	1,040	1,066
      Free Cash Flow	353	322	427	156	287	345

      (Note) The figures presented in the table above provided the basis for the Company's decision concerning the Transaction announced on March 24, 2026. Figures for the fiscal year ended in March 2026 are for the period from January 1, 2026, to March 31, 2026, which is the fourth quarter of the fiscal year.

      ② Commissioning by the Special Committee of a valuation report and fairness opinion from an independent third-party valuation firm

      The Special Committee requested Akasaka International Accounting, a third-party valuation organization, to express its opinion on the fairness, from a financial and minority shareholders perspective, with respect to the amount to be paid for the New Shares and the Expected Amount for the Share Consolidation, and obtained a Valuation Report (the "Valuation Report (Akasaka International Accounting) ") and the Fairness Opinion as of March 23, 2026. The compensation for the Transaction is only a fixed fee paid regardless of the success or failure of the Transaction and does not include the success fee paid on the condition of completion of the

      Transaction. The Company has appointed Akasaka International Accounting as the third-party evaluator of the Special Committee based on the above remuneration structure, taking into consideration the general practice in similar transactions and the terms and conditions of remuneration that the Company will bear in the event of consummation or non-consummation of the Transaction. Akasaka International Accounting, a third-party accounting firm, does not fall under a related party of the Company or Apollo and does not have any material interest in relation to the Transaction.

      Akasaka International Accounting, on the premise that the Company is a going concern, based on the view that it is appropriate to evaluate the Company's common shares from multiple perspectives, considered multiple methods to calculate the equity value of the Company common shares. Akasaka International Accounting calculated the equity value of the Company common shares by using the market share price method since the Company is listed on the Prime Market of the Tokyo Stock Exchange and a market share price exists, by using the comparable company method since it is possible to infer the equity value by comparing similar listed companies, and by using the discounted cash flow method to reflect future business performance in the valuation. The Special Committee obtained the Valuation Report (Akasaka International Accounting) and the Fairness Opinion from Akasaka International Accounting as of March 23, 2026.

      The results of calculation of the price per share of the Company common shares by Akasaka International Accounting are as follows.

      Market Share Price Method : 405 yen - 588 yen Comparable Company Method : 127 yen - 379 yen DCF Method : -995 yen - 663 yen

      Under the market share price method, with the calculation base date being March 23, 2026, the range of the price per share of the Company common shares is calculated to be between 405 yen to 588 yen based on the closing price on the calculation base date of 405 yen, the simple average of the closing prices for the past 1 month of 521 yen, the simple average closing price of 588 yen for the most recent 3 months and the simple average closing price of 549 yen for the most recent 6 months.

      Under the Comparable Company Method, AGC Inc. and Compagnie de Saint-Gobain SA were selected as publicly listed companies engaged in businesses comparable to those of the Company, and the value of the Company's common shares was evaluated by applying comparison multiples derived from financial indicators reflecting market share prices and profitability, including the ratio of enterprise value to EBITDA, resulting in a calculated range of per-share value of the company's common shares from 127 yen to 379 yen.

      Under the DCF Method, in light of a business environment in which demand is expected to decline due to a slowdown in market growth, and taking into consideration the implementation of various measures aimed at stabilizing the business and strengthening the Company's financial position, the enterprise value and equity value of the Company were evaluated by discounting to present value, at a certain discount rate, the free cash flows expected to be generated by the Company from the fourth quarter of the fiscal year ended in March 2026 onward, based on the Business Plan, together with other factors such as publicly available information. As a result, the range of equity value per share of the Company's common shares was calculated to be between -995 yen and 663 yen. The discount rate applied was WACC, ranging from 8.3% to 9.6%. In calculating the terminal value, both the perpetuity growth method and the multiple method were employed. Under the perpetuity growth method, the perpetual growth rate was set at between 0.00% and 1.00%, taking into comprehensive consideration external business conditions and other relevant factors, resulting in

      a terminal value ranging from 275,691 million yen to 391,390 million yen. Under the multiple method, the terminal value was calculated to range from 445,303 million yen to 507,160 million yen, using multiples of

      6.4x to 6.8x based on industry benchmarks and other relevant considerations. The Business Plan was prepared by the Company for the purpose of considering the Transaction, based on reasonable assumptions for each item, taking into account past performance, recent earnings conditions, and the business environment surrounding the Company. Although discrepancies exist between the figures in the Business Plan and those in the medium-term management plan titled "2030 Vision: Shift the Phase", published on May 13, 2024, the Business Plan was formulated based on financial projections that the Company considers to be more objective, reasonable, and reflective of the current situation, in light of recent earnings conditions, the status and outlook of business developments, and the Company's operating performance.

      The Company's future financial forecasts, which are assumed in the DCF Method, include fiscal years in which significant increases and decreases are expected. Specifically, through the enhancement of manufacturing capacity for high value-added products and the strategic replacement of manufacturing facilities, together with the improvement and structural reform of loss-making businesses in Europe and North America, resulting in reductions in fixed costs and procurement costs, the Company expects that operating profit and free cash flow for the fiscal year ending March 2028 will increase significantly on a year-on-year basis. In the fiscal year ending March 2029, we expect a significant decrease in free cash flow compared to the previous fiscal year due to large-scale facility investments for scheduled maintenance of existing facilities. On the other hand, we expect an increase in free cash flow compared to the previous fiscal year due to the elimination of the impact of facility investments in the fiscal year ending March 2030. The synergies expected to be realized through the execution of the Transactions are not reflected because it is difficult to specifically estimate the impact on revenues at this point.

      The specific numerical values of the financial forecasts of the Company, on which Akasaka International Accounting assumed the calculation of the DCF Method, are as follows.

      （Unit: ¥100 million）

      	2026 March 31 (Note)	2027 March 31	2028 March 31	2029 March 31	2030 March 31	2031 March 31
      Revenue	1,975	8,468	8,988	9,174	9,366	9,561
      Operating Income	124	361	481	471	464	472
      EBITDA	261	871	1,009	1,015	1,040	1,066
      Free Cash Flow	409	353	444	190	340	405

      (Note) The figures presented in the table above provided the basis for the Company's decision concerning the Transaction announced on March 24, 2026. Figures for the fiscal year ended in March 2026 are for the period from January 1, 2026, to March 31, 2026, which is the fourth quarter of the fiscal year.

      The Special Committee received the Fairness Opinion from Akasaka International Accounting on March 23, 2026, stating that the Expected Amount for the Share Consolidation of 500 yen per share is fair to the shareholders of the Company from a financial point of view. This Fairness Opinion expresses the opinion that, considering the results of the valuation based on the business plan prepared by the Company and other factors, the Expected Amount for the Share Consolidation of 500 yen per share is fair to the general

      shareholders of the Company from a financial point of view. The Fairness Opinion was issued after Akasaka International Accounting received the Company's current business situation and business plan from the Company as well as after holding a question-and-answer session with the Company on the overview, background and purpose of the issuance of new shares through the Third-Party Allotment, and a review of the business environment, economy, market and financial conditions of the Company within the scope deemed necessary by Akasaka International Accounting. For details regarding the basis for the preparation of the Fairness Opinion, please refer to the Press Release.

      ③ Obtaining opinions from the special committee

      The Company established the Special Committee consisting of Mr. Hideki Miyazaki, an Independent Director (Audit Committee Member) of the Company, Mr. Shinji Asatsuma, an Independent Director (Audit Committee Member) of the Company, Mr. Tetsuya Fujioka, an Independent Director (Audit Committee Member) of the Company, and Mr. Junichi Tobimatsu, an attorney, as an Independent Expert with abundant experience in transactions similar to this case. The Special Committee was consulted on (i) the legitimacy and rationale of the purpose of the Transaction, (ii) the fairness and appropriateness of the Transaction terms and conditions,

      (iii) the fairness of the procedures of the Transaction, (iv) whether the Transaction is considered not disadvantageous to the minority shareholders of the Company based on (i) through (iii) above and other matters, and (v) in light of (i) through (iv) (the "Consultation Matters") the Company consulted the Special Committee regarding whether the Board of Directors should approve the Transaction, and obtained the following report (the "Report") from the Special Committee as of March 23, 2026, as summarized below:

      1. The purpose of the Transaction is considered legitimate and reasonable.

      2. The transaction terms are considered fair and appropriate.

      3. Fair procedures are considered to have been implemented in connection with the Transaction.

      4. The transaction is not disadvantageous to the minority shareholders of the Company.

      5. It is appropriate for the Board of Directors to approve the Transaction. For more details, please refer to the Press Release.

         ④ Advice from an independent law firm to the Company

         The Company has appointed Mori Hamada & Matsumoto as its legal advisor and has received legal advice from Mori Hamada & Matsumoto regarding the Board of Directors' decision-making methods and processes, including the various procedures pertaining to the Transaction. Mori Hamada & Matsumoto is independent from the Company and Apollo and has no material interest in the Company or Apollo.

         ⑤ Unanimous approval from all directors who have no material interest in the Company

         At the meeting of the Board of Directors held on March 24, 2026, 8 persons who have no material interest in the Company participated in the deliberation and resolution, and the above resolution was made by unanimous consent of all the Directors who participated.

   2. Matters regarding the treatment of fractional shares of less than one share that may arise pursuant to Article 235 of the Companies Act

① Treatment method of fractional shares of less than one share

1. Which provision and reason to implement Article 235, Paragraph (1) of the Companies Act or Article 234, Paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Paragraph (2) of the same Act

   Due to the Share Consolidation, the number of common shares of the Company held by the minority shareholders other than the Allottee will be fractional shares of less than one share. Fractional shares of less than one share arising as a result of the Share Consolidation shall be disposed of by selling a number of common shares equivalent to the total number of the fractional shares (in accordance with the provisions of Article 235, Paragraph 1 of the Companies Act, if the total number includes fractional shares of less than one share, such fractional shares will be discarded) in accordance with the provisions of Article 235 of the Companies Act and other relevant laws and regulations, and the proceeds of that sale shall be delivered to minority shareholders in proportion to the fractional shares. With respect to this Transaction, the Company plans to obtain a court approval pursuant to the provisions of Article 234, Paragraphs 2 and 4 of the Companies Act, as applied mutatis mutandis in accordance with Article 235, Paragraph 2 of the Companies Act, and purchase the Company common shares equivalent to the total number of the fractional shares. With regard to the sale price, if the approval of the above court is obtained as scheduled, the Company plans to set the price such that the cash amount to be equivalent to the number of the Company common shares held by the minority shareholders before the Share Consolidation multiplied by 500 yen.

2. The name of the party that would become the purchaser of the shares to be sold in cases where treatment under Article 234, Paragraphs 2 and 4 of the Companies Act as applied mutatis mutandis pursuant to Article 235, Paragraph 2 of the Companies Act (excluding the sale of such shares through market transactions) is planned; the method by which the purchaser will obtain the funds necessary for the payment for such shares and the appropriateness thereof; and the expected timing of the sale and the delivery of consideration obtained through such sale to the shareholders of the Company (including the judgment of the Board of Directors concerning such timing and the reasons thereof).

1. The name of the person who is expected to purchase the shares subject to the sale Nippon Sheet Glass Co., Ltd

2. Method of securing funds for payment of the sale consideration by the purchasing party and appropriateness thereof

   As of May 22, 2026, the Company has enough cash and deposits for the payment of the consideration corresponding to the number of common shares equivalent to the total number of the fractional shares less than one share resulting from the Share Consolidation. In addition, no event affecting the payment of the consideration for the fractional shares less than one share has occurred, and the Company is not aware of such event occurring in the future.

   Accordingly, the Company has determined that the method of securing funds for the payment of the consideration for the sale of the number of common shares equivalent to the total number of fractional shares less than one share is appropriate.

3. Expected timing of sale and delivery of consideration obtained through the sale

Within approximately one month from the Share Consolidation Effective Date, the Company plans to request approval from the court pursuant to the provisions of Article 234, Paragraphs 2 and 4 of the Companies Act, as applied mutatis mutandis pursuant to Article 235, Paragraph 2 of the Companies Act, for permission for the Company to purchase the number of fractions less than one share resulting from the Share Consolidation. The time when such permission can be obtained may vary depending on the circumstances of the court, etc., but upon obtaining the permission of the court, the Company is expected to purchase the Company common shares approximately within one to two months from the Effective Date of the Share Consolidation, after

making the necessary preparations to deliver the sale proceeds to the minority shareholders. It is expected to deliver the sale proceeds to the minority shareholders approximately within two to three months from the Effective Date of the Share Consolidation.

Considering the time period required for the series of procedures from the effective date of the Share Consolidation to the sale, the Company views that the sale of the total number of fractional shares and the delivery of the consideration obtained through the sale is expected to be conducted at the respective times as stated above. The proceeds of that sale will be delivered to the shareholders listed or recorded in the Company's final register of shareholders as of the business day immediately preceding the Effective Date of the Share Consolidation, in a manner similar to the delivery of dividend by the Company.

② Matters regarding the amount of money to be delivered to the shareholders upon the cash settlement of fractional shares, and the appropriateness of that amount (Expected Amount for the Share Consolidation)

The Expected Amount for the Share Consolidation is calculated by multiplying the number of the Company common shares held by the minority shareholders by 500 yen, which is an amount obtained by adding a 11.11% premium to the Payment Amount in (450 yen) for the New Shares through the Third-Party Allotment. This amount represents a premium of 23.46% against the closing price of 405 yen on March 23, 2026, the business day immediately preceding the date of the resolution by the Board of Directors. However, as described in "The background and circumstances leading to the submission of Proposals No. 1 through No. 3" above, the Expected Amount for the Share Consolidation is the amount that was finally agreed as part of the discussions and negotiations with the Allottee, based on the belief that the immediate capital contribution at an appropriate enterprise value and equity value and distribution to existing shareholders would contribute to the preservation of corporate value and secure shareholder interests, since a cash injection is essential for the fundamental improvement of the Company's financial position, and if a cash injection is not executed at an early date, the Company's financial structural issues may materialize in the future. Therefore, the Company determined that this is the best offer for the Company's shareholders, and provides a reasonable opportunity to sell their shares.

It should be noted that the Expected Amount for the Share Consolidation, being 500 yen, is below the Company's consolidated book value of net assets per share as of December 31, 2025 (876 yen). However, book value of net assets represents a theoretical liquidation value and does not reflect the Company's future profitability or growth potential, and therefore does not constitute a factor that negates the reasonableness of the Company's enterprise value assessment.

Furthermore, even in the event that the Company were to be liquidated, costs would be incurred for the demolition and removal of buildings in connection with dismantling and clearing the Company's headquarters and factories, and, with respect to machinery and equipment, substantial additional costs would be incurred for foundation removal and other work associated with their disposal. In addition, when taking into account the disposal of work-in-process, finished goods, and raw materials in the manufacturing process, it is not expected that the assets would be realized at amounts equal to their book values, and, in practice, the realized amounts are expected to be substantially impaired.

Moreover, in the event of the liquidation of the Company, it is expected that significant additional costs would be incurred, including premium severance payments to employees and professional fees such as attorneys' fees associated with the liquidation of the Company. In light of these factors, the amount ultimately distributable to the Company's shareholders would realistically be expected to be substantially impaired relative to the book value of net assets. Accordingly, the fact that the Expected Amount for the Share

Consolidation is below the consolidated book value of net assets per share does not negate the reasonableness of such expected amount.

Based on the above, the Company has concluded that the Expected Amount for the Share Consolidation of 500 yen is reasonable.

(Note) The Company's consolidated book value of net assets per share is calculated on the basis of the number of issued and outstanding shares following the scheduled exercise of all acquisition rights associated with the Class A shares.

③ Disposition of material property, assumption of material obligations, and other events that have a material impact on the Company's property that have taken place after the last day of the most recent business year

There are no applicable matters.

1. Reason for the Amendment

   If the proposal related to the Share Consolidation is approved as proposed at the Annual General Meeting of Shareholders and the Share Consolidation becomes effective, the total number of authorized shares of the Company common shares will be reduced to 16 shares in accordance with the provisions of Article 182, Paragraph 2 of the Companies Act. In order to clarify such point, Article 6 (Total Number of Authorized Shares and Total Number of Authorized Classes of Shares) of the Articles of Incorporation will be amended on the condition that the Share Consolidation becomes effective.

   When the Share Consolidation becomes effective, the total number of issued shares of the Company will be 4 shares, and there will be no need to determine any share units. Accordingly, subject to the Share Consolidation becoming effective, Article 7 (Share Unit) and Article 8 (Additional Purchase of Shares Less than One Unit) of the Articles of Incorporation will be deleted in order to remove the provision on the share unit system of common shares of the Company, which is currently 100 shares per unit, and the number of articles shall be moved up in accordance with such change.

2. Details of the Amendment

The details of the amendments are as follows. Amendments to the Articles of Incorporation regarding the Abolition of Share Unit System shall become effective on the same day as the Effective Date of the Share Consolidation, provided that the proposal related to the Share Consolidation is approved and approved as originally proposed at the Annual General Meeting of Shareholders and the Share Consolidation becomes effective.

(The underlined text indicates the amendments.)

• Positions/responsibilities at the Company

  Director, Representative Executive Officer, President and CEO, a member of Nomination Committee and Compensation Committee

• Date of birth

  27 November 1972 (53 years old)

• Gender

  Male

• Length of incumbency as Director

  4 years (as of the end of this General Meeting of Shareholders)

• Record of attendance at meetings

  Board of Directors Nomination Committee Compensation Committee

  : 100% (9/9)

  : 100% (6/6)

  : 100% (6/6)

• Number of the Company's common shares owned

  130,614

• Material Positions concurrently held with third parties

  n/a

• Special interest existing between the candidate and the Company

  n/a

  Brief career history------------------------------------------------------------------------------------------

  Apr. 1998 Joined Nikken Sekkei Ltd.

  Jul. 2005 Joined Boston Consulting Group

  Oct. 2010

  Joined Sumitomo 3M Limited (Currently 3M Japan Limited)

  Business Development Senior Manager, Display and Graphics Business Group

  Sep. 2013 General Manager, Cleaning and Workplace Safety Division, Sumitomo 3M Japan Limited Apr. 2017 General Manager, Infection Prevention Division, 3M Japan Limited

  Aug. 2018 Joined the Company

  Senior Corporate Officer, CCPO (Chief Corporate Planning Officer) Jan. 2021 Senior Executive Officer, Head of Architectural Glass SBU

  Apr. 2022 Representative Executive Officer, Vice President and COO (Chief Operating Officer) Jun. 2022 Director (Incumbent)

  Apr. 2023 Representative Executive Officer, President and CEO (Incumbent)

  Reasons for recommendation as a Director

  After working for a leading Japanese design office and a major international management consulting firm, Munehiro Hosonuma joined a major international manufacturer, where he held key positions within the business

  division. He joined NSG in August 2018 and served in senior roles within the Group, specifically as Chief

  Corporate Planning Officer and Head of Architectural Glass SBU. In April 2022, he was appointed Representative Executive Officer, Vice President and Chief Operating Officer, where he gained experience leading the Group's overall operations. Building on a wealth of experience and a strong track record in business execution, he was appointed Representative Executive Officer, President and CEO in April 2023, assuming leadership of the Group management. He was elected as a Director in June 2022. It is expected that he will continue to make a valuable contribution to the Board's decision-making, drawing from his extensive experience and accomplishments in business strategy and operations.

  To be re-elected

Candidate for Independent Director

• Positions/responsibilities at the Company

  Director, Chairperson of Compensation Committee, a member of Nomination Committee and Audit Committee

• Date of birth

  2 February 1961 (65 years old)

• Gender

  Male

• Length of incumbency as External Director

  4 years (as of the end of this General Meeting of Shareholders)

• Record of attendance at meetings

  Board of Directors Nomination Committee Audit Committee Compensation Committee

  : 100% (9/9)

  : 100% (6/6)

  : 100% (11/11)

  : 100% (6/6)

• Number of the Company's common shares owned

  4,409

• Material Positions concurrently held with third parties

  n/a

• Special interest existing between the candidate and the Company

n/a

Brief career history------------------------------------------------------------------------------------------

Apr. 1984

Apr. 2012

Apr. 2015

Jun. 2016

Apr. 2018

Jun. 2019

Jun. 2022

Joined Kansai Paint Co., Ltd.

Executive Officer, General Manager Corporate Planning Office, Kansai Paint Co., Ltd. Senior Executive Officer, General Manager International Div., Kansai Paint Co., Ltd.

Director, Senior Executive Officer, General Manager, Administration Div., Kansai Paint Co., Ltd.

Director, Senior Executive Officer in charge of Business Management, Corporate Planning, IS, Human Resources Planning, General Manager, Administration Div., Kansai Paint Co., Ltd.

External Director, Kyushu Railway Company

Director, the Company (Incumbent)

Reasons for recommendation as an External Director and expected roles to be fulfilled--------------

Shinji Asatsuma has served as an External Director of the Company since June 2022. He was previously responsible for accounting, finance, business strategy, and overseas operations at a major international manufacturer. He later served as Director and Senior Executive Officer, overseeing Administration and leading the development of business strategies and overseas business expansion for that corporate group. It is expected that he will continue to contribute to the enhancement of our corporate value by advising the executive team and overseeing the performance of Executive Officers from an independent and objective standpoint, drawing from his extensive executive management experience in global companies and his broad expertise in finance, accounting, and risk management.