To Our Shareholders
We would like to express our appreciation for your continued support and patronage. As theinfluences of the novel coronavirus disease (COVID-19) continue, we would like to express ourheartfelt respects and gratitude to the medical professionals and others who are supporting oursocial activities, as well as our deepest sympathies to those who have been infected and whose
lives have been affected.
We hereby would like to inform you that Nippon Paint Holdings Co., Ltd. (the “Company”) willhold the 197th Annual General Meeting of Shareholders on Tuesday, March 29, 2022.
We, Yuichiro Wakatsuki and Wee Siew Kim, were appointed as Representative Executive
Officers & Co-Presidents on April 28, 2021. As Co-Presidents, we will do our utmost to realize
our management mission of “Maximization of Shareholder Value (MSV)” based on our strong
relationship of trust. Maximization of Shareholder Value (MSV) means fully fulfilling our
responsibilities to all of our stakeholders and maximizing shareholder value, which is the residual
value. From this perspective, we continued to aggressively pursue M&A in FY2021. In January,
we completed making the Company’s joint venture in the Asian region a wholly owned subsidiaryand the acquisition of the Indonesian business, capturing profits in the high-growth Asian market.
In addition, in October, we announced the acquisition of shares of a European architectural paintmanufacturer, establishing a foothold for our general-purpose paint business in Europe.
The entire Group will continue to work together to maximize shareholder value so that we canprosper together with our shareholders.
We thank you for your continued support and cooperation.

March 2022
Representative Executive Officer & Co-President
Yuichiro Wakatsuki
Representative Executive Officer & Co-President
Wee Siew Kim-1-

Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.

(Stock Exchange Code 4612)
March 11, 2022
To Shareholders with Voting Rights:
Goh Hup Jin
Chairman
Nippon Paint Holdings Co., Ltd.
2-1-2 Oyodokita, Kita-ku, Osaka, JapanNOTICE OF
THE 197TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We are pleased to announce the 197th Annual General Meeting of Shareholders of Nippon Paint Holdings
Co., Ltd. (the “Company”), which will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing or via electronic
method (the Internet, etc.). Please review the attached “Reference Documents for the General Meeting of
Shareholders” and exercise your voting rights by 5 p.m. on Monday, March 28, 2022, Japan time.
1. Date and Time:

Tuesday, March 29, 2022, at 10 a.m. Japan time

2. Place:

HINOKI, 2F, InterContinental Osaka, North Building C,
GRAND FRONT OSAKA, 3-60 Ofuka-cho, Kita-ku, Osaka, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements and Nonconsolidated Financial Statements for the Company’s 196th Fiscal Year
(January 1, 2021 – December 31, 2021)
2. The Results of audits by the Accounting Auditor and the Audit Committee of
the Consolidated Financial Statements for the Company’s 196th Fiscal Year
(January 1, 2021 – December 31, 2021)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Partial Amendments to the Articles of Incorporation
Proposal 3:
Election of 11 Directors of the Board-2-

In accordance with legal requirements and Article 16 of the Company’s Articles of Incorporation,“Matters Relating to the Company’s Stock Acquisition Rights, etc.” and “Systems to Ensure Properness
of Operations of the Company and Operation 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 are
displayed on the Company’s website, and are not included with this notice.
The Consolidated Financial Statements and Non-consolidated Financial Statements attached to thisdocument are portions of those documents audited by the Accounting Auditor and the Audit
Committee.
Company Website https://www.nipponpaint-holdings.com/
Should the Reference Documents for the General Meeting of Shareholders, the Business Report,
Consolidated Financial Statements, or the Non-consolidated Financial Statements require revisions,the revised versions will be posted on the Company’s website (https://www.nipponpaintholdings.com/).

-3-

Proposal 1:

Appropriation of Surplus

The Company places maximization of shareholder value as its paramount mission which is predicated on
the fulfillment of our duties to our stakeholders including customers, employees, partners and society.
While maintaining financial discipline, the Company places higher priority to investments for future
growth thus focusing on providing higher Total Shareholder Return (TSR) through EPS accretion. Our
dividend policy, which constitutes part of TSR, is to maintain stability and continuity while also taking into
account various factors including, but not limited to, business performance trends, investment needs anddividend payout ratios, and the following is the proposed dividends for the fiscal year ended December 31,
2021 under such policy.
Matters concerning year-end dividends(1) Matters concerning the allotment of dividend property to shareholders and the total amount5 yen in cash per share of common stock, for a total of 11,741,255,890 yen(2) Effective date of distribution of surplus
March 30, 2022

Annual dividends trends¥7(JPY) (Note 1)(Note 2)

¥8

¥¥8
8.4

¥9

¥9

¥9

191st
(FY2016)

192nd(FY2017)

193rd(FY2018)

194th(FY2019)

195th(FY2020)

¥10

¥¥4
4.4

189th
(FY2014)(Note 1)

(Note 2)

190th
(FY2015)

196th(FY2021)

The Company conducted a 5-for-1 share split of common stock with a record date of March 31,
2021 and an effective date of April 1, 2021. The annual dividend amounts for the 189th through195th fiscal years have been converted to reflect the effect of the share split for comparison withthe annual dividend amounts after the share split for the current fiscal year.
Includes a commemorative dividend of 1 yen for the 140th anniversary of the Company’s
founding.

-4-

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for Amendments(1) The Company intends to delete some provisions in Article 3 of the current Articles of Incorporation
regarding the Company’s purpose and structure to make way for the Company’s transition to a pureholding structure.
(2) In addition, the Company intends to make necessary amendments to Article 13 of the current Articles ofIncorporation to enable the convening of General Meetings of Shareholders without a designated location
for the meeting (so-called “virtual-only shareholder meetings”), in accordance with the enforcement of
the “The Act for Partially Amending the Industrial Competitiveness Enhancement Act and Other Related
Acts.”
Virtual-only shareholder meetings will enable the attendance of many shareholders, including those indistant locations. Moreover, the Board of Directors, after having also considered the interests ofshareholders, has deemed that it would not be suitable to convene a General Meeting of Shareholders
with a designated location for the meeting in the event of a large-scale disaster, including a natural disaster,holding the view that expanding the options for methods of convening meetings, so as to enable theconvening of a General Meeting of Shareholders without a designated location for the meeting, would
contribute to the interests of shareholders.
On December 6, 2021, the Company confirmed based on the “confirmation letter concerning General
Meetings of Shareholders without a designated location for the meeting” that the requirements necessary
for the amendment enabling the convening of a virtual-only shareholder meeting to take effect as
stipulated by Order of the Ministry of Justice and the Ministry of Economy, Trade and Industry
concerning Article 66 paragraph (1) of the Industrial Competitiveness Enhancement Act were fulfilled.
(3) Necessary amendments to Article 15 of the current Articles of Incorporation are proposed to provide
flexibility to the determination of the convener and chair of a General Meeting of Shareholders and thesurrogate priority of such roles, following the Company’s structural change.
(4) Necessary amendments to Article 16 of the current Articles of Incorporation are proposed in accordancewith the establishment of measures for provision of materials for General Meetings of Shareholders inelectronic format, etc. based on the 2019 partial amendment of the Companies Act.
(5) Article 22 of the current Articles of Incorporation is proposed to be deleted to provide flexibility to theestablishment of a chair of the Board of Directors.
(6) Necessary amendments are proposed to Article 23 of the current Articles of Incorporation to provide
flexibility to the determination of the convener and chair of a Board of Directors meeting and thesurrogate priority of such roles, following the Company’s structural change.
(7) Necessary amendments to Article 25 of the current Articles of Incorporation are proposed in accordancewith the 2014 partial amendment of the Companies Act permitting non-Executive Director of the Board
to enter into contracts for limitation of liability.
(8) Necessary amendments to Article 31 of the current Articles of Incorporation are proposed to provide
flexibility to the appointment of Executive Officers with titles.
(9) Necessary amendments to Article 32 of the current Articles of Incorporation are proposed to provide
flexibility to the election of Executive Officers.
(10) Necessary amendments to the Supplementary Provisions are proposed in accordance with theestablishment of measures for provision of materials for General Meetings of Shareholders in electronic
format, etc. based on the 2019 partial amendment of the Companies Act.
2.

Details of Amendments

Details of amendments are as follows.
The Partial Amendments to the Articles of Incorporation under this proposal shall become effective at theconclusion of this Annual General Meeting of Shareholders.
(Amended parts are underlined.)
Current Articles of Incorporation
Proposed Amendments
Chapter 1 - General Provisions
Chapter 1 - General Provisions
Articles 1 to 2
（Omitted）
Articles 1 to 2
(No Change)(Purpose)(Purpose)-5-Current Articles of Incorporation
Article 3 - The Company has the objectives ofoperating the following businesses, and byholding shares or equity in companies(including foreign companies) and othercorporate entities, etc., that engage in thefollowing businesses, controlling andmanaging the business activities of said
companies, etc., and engaging in all
business related to or incidental to this.
[1] to [10](Omitted）
Articles 4 to 5
（Omitted）

Proposed Amendments
Article 3 - The purpose of the Company shall be tocontrol and manage the business activities
of companies (including foreigncompanies) and other corporate entities,
etc. that engage in the following businesses,
and to engage in any business relating or
incidental thereto, by holding shares or
equity in said companies, etc.:[1] to [10]Articles 4 to 5

(No Change)(No Change)

Chapter 2 - Shares
Articles 6 to 12

Chapter 2 - Shares
Articles 6 to 12(No Change)(Omitted)

Chapter 3 - General Meeting of Shareholders(Timing of Convocation of General Meeting of
Shareholders)
Articles 13 [1](Omitted)[2](Omitted)(Newly established)

Chapter 3 - General Meeting of Shareholders(Convocation of General Meeting of Shareholders)

Articles 13 [1](No Change)[2](No Change)[3] General Meetings of Shareholdersof the Company may be convened
without a designated location.
Articles 14(Omitted)
Articles 14(No Change)(Convener and Chair)(Convener and Chair of General Meetings ofShareholders)
Articles15 [1] A General Meeting of Shareholders Articles15 [1] A General Meeting of Shareholders,shall be convened by the Chairman
with the exception of whereof the Board. In the event of theotherwise prescribed in the law,
Chairman of the Board being absent
shall be convened by a Director ofor unavailable, the General Meeting
the Board prescribed beforehand byof Shareholders shall be convened
the Board of Directors. If suchby another Director of the Board in
Director of the Board is unavailable
accordance with the order prescribedto so act, the General Meeting of
beforehand by the Board of
Shareholders shall be convened by
Directors.
another Director of the Board inaccordance with the orderprescribed beforehand by the Boardof Directors.
[2] A General Meeting of Shareholders[2] A General Meeting of Shareholders
shall be chaired by the Chairman of
shall be chaired by a Director of thethe Board. In the event of theBoard or Executive Officer
Chairman of the Board being absent
prescribed beforehand by the Boardor unavailable, the General Meetingof Directors. If such Director of theof Shareholders shall be chaired by
Board or Executive Officer isanother Director of the Board orunavailable to so act, the General
Executive Officer in accordance
Meeting of Shareholders shall bewith the order prescribed beforehand
chaired by another Director of theby the Board.
Board or Executive Officer inaccordance with the orderprescribed beforehand by the Board.
(Online Disclosure of General Meetings of(Deleted)
Shareholders Reference Materials, Etc., and Deemed
Provision)-6-

Current Articles of Incorporation
Article 16 - The Company, when convening a General
Meeting of Shareholders, may disclose
information relating to matters that should
be stated or indicated in the referencematerials for the General Meeting of
Shareholders, business reports, financial
statements, and consolidated financial
statements through the use of the Internet,
in accordance with the provisions of theordinances of the Ministry of Justice, andby this, said information may be deemed
to have been provided to shareholders.
(Newly established)

Articles 17 to 19(Omitted)

Chapter 4 - Directors of the Board and the Board of
Directors
Articles 20 to 21(Omitted)(Chairman of the Board)
Articles 22 The Board of Directors shall appoint, by
its resolution, a Chairman of the Board.
(Convener and Chair of Board of Directors meeting)
Article 23 - [1] A Board of Directors meeting, with the
exception of where otherwiseprescribed in the law, shall be
convened and chaired by the
Chairman of the Board.

Proposed Amendments(Measures for Provision of Materials for General
Meetings of Shareholders in Electronic Format, Etc.)
Article 16 - [1] The Company, when convening a
General Meeting of Shareholders,shall take measures for provision of
information that shall be provided in
Reference Documents for General
Meetings of Shareholders, etc. inelectronic format.
[2] The Company, with respect to thematters for which the measures forprovision of information in electronic
format are taken, at its choice, mayomit the statement of all or some ofthose matters, the statement of whichis allowed to be omitted pursuant toOrder of the Ministry of Justice, inthe documents to be delivered toshareholders who request the delivery
thereof.
Articles 17 to 19(No Change)
Chapter 4 - Directors of the Board and the Board of
Directors
Articles 20 to 21(No Change)(Deleted)(Convener and Chair of Board of Directors meeting)
Article 22 - [1] A Board of Directors meeting, with the
exception of where otherwiseprescribed in the law, shall be
convened by a Director of the Board
prescribed beforehand by the Board of
Directors. If such Director of theBoard is unavailable to so act, theBoard of Directors meeting shall be
convened by another Director of theBoard in accordance with the orderprescribed beforehand by the Board of
Directors.

-7-

Current Articles of Incorporation[2] In the event of the Chairman of theBoard being absent or unavailable, theBoard of Directors meeting shall bechaired by another Director of theBoard in accordance with the orderprescribed beforehand by the Board of
Directors.

Article 24(Omitted)（Waiving of Liability of Directors of the Board）
Article 25 - [1](Omitted)[2] The Company, pursuant to theprovisions of Article 427, Paragraph 1of the Companies Act, may execute anagreement with an Outside Director of
the Board that limits liability asprescribed in Article 423, Paragraph 1of said Act. However, the maximum
amount of liability under such an
agreement shall be the minimum
amount prescribed by the law.
Article 26 to 28(Omitted)

Chapter 5 - Nominating Committee, Compensation
Committee, and Audit Committee
Article 29 to 30(Omitted)

Proposed Amendments[2] A Board of Directors meeting shall bechaired by a Director of the Board
prescribed beforehand by the Board of
Directors. If such Director of theBoard is unavailable to so act, theBoard of Directors meeting shall bechaired by another Director of theBoard in accordance with the orderprescribed beforehand by the Board of
Directors.
Article 23(No Change)（Waiving of Liability of Directors of the Board）
Article 24 - [1](No Change)[2] The Company, pursuant to theprovisions of Article 427, Paragraph 1of the Companies Act, may execute anagreement with a non-Executive
Director of the Board that limits
liability as prescribed in Article 423,
Paragraph 1 of said Act. However, themaximum amount of liability undersuch an agreement shall be theminimum amount prescribed by thelaw.
Article 25 to 27(No Change)
Chapter 5 - Nominating Committee, Compensation
Committee, and Audit Committee
Article 28 to 29(No Change)

Chapter 6 - Executive Officers(Executive Officers, Representative Executive Officer,
and Executive Officers with Titles)
Article 31 - [1](Omitted)[2](Omitted)[3] The Board of Directors may prescribe,by its resolution, an Executive Officer& President, Executive Officer &Deputy President, Senior Managing
Executive Officer, and Managing
Executive Officer.

Chapter 6 - Executive Officers(Executive Officers, Representative Executive Officer,
and Executive Officers with Titles)
Article 30 - [1](No Change)[2](No Change)[3] The Board of Directors may prescribe,by its resolution, an Executive Officer& President, Executive Officer &Deputy President, Senior Managing
Executive Officer, Managing
Executive Officer, and other Executive
Officers with titles.
(Tenure of Executive Officers)(Tenure of Executive Officers)
Article 32 The tenure of Executive Officers shall be Article 31 The tenure of Executive Officers shall be
until the final day of the last fiscal year ending
until the final day of the last fiscal year
within one year after election.
ending within one year after the date on
which the resolution for the election thereof
adopted by the Board of Directors became
effective.
Article 33(Omitted)
Article 32(No Change)
Chapter 7 - Accounting
Article 34 to 37(Omitted)

Chapter 7 - Accounting
Article 33 to 36(No Change)

Supplementary Provisions

Supplementary Provisions-8-

Current Articles of Incorporation(Transitional Measures Relating to Agreements with
Outside Audit & Supervisory Board Members
Limiting Liability)
In regard to the agreements limiting the liability tocompensate of Article 423, Paragraph 1 of theCompanies Act that were executed with Outside Audit& Supervisory Board Members prior to the conclusionof the 195th Ordinary General Meeting of
Shareholders, these shall be governed by theprovisions of Article 35 of the Articles ofIncorporation prior to the amendment by the
resolution of said Ordinary General Meeting of
Shareholders.
(Newly established)

Proposed Amendments(Transitional Measures Relating to Agreements with
Outside Audit & Supervisory Board Members
Limiting Liability)[1] In regard to the agreements limiting the liability tocompensate of Article 423, Paragraph 1 of theCompanies Act that were executed with Outside
Audit & Supervisory Board Members prior to theconclusion of the 195th Ordinary General Meetingof Shareholders, these shall be governed by theprovisions of Article 35 of the Articles ofIncorporation prior to the amendment by the
resolution of said Ordinary General Meeting of
Shareholders.
(Transitional Measures Relating to Online Disclosureof Reference Documents for General Meetings ofShareholders, Etc., and Deemed Provision)[2] (1) The deletion of the provisions of Article 16(Online Disclosure of Reference Documents
for General Meetings of Shareholders, Etc.,
and Deemed Provision) of the current Articles
of Incorporation and the new establishment of
the provisions of Article 16 as the proposed
amendment thereto (Measures for Provision ofMaterials for General Meetings ofShareholders in Electronic Format, Etc.) shallcome into effect as of September 1, 2022.
(2) Notwithstanding the preceding item, withrespect to a General Meeting of Shareholders
to be held on a date which falls within six (6)months from September 1, 2022, theprovisions of Article 16 (Online Disclosure ofReference Documents for General Meetings ofShareholders, Etc., and Deemed Provision) of
the current Articles of Incorporation shallremain in force.
(3) The Supplementary Provision [2] shall bedeleted after the date on which six (6) months
have elapsed from September 1, 2022 or thedate on which three (3) months have elapsed
from the date of the General Meeting of
Shareholders set forth in the preceding item,
whichever comes later.

-9-

Proposal 3:

Election of 11 Directors of the Board

At the conclusion of this General Meeting of Shareholders, the terms of office of all 8 Directors of theBoard will expire. Accordingly, the Company requests the election of the following 11 candidates for the
Directors of the Board (including 8 Outside Directors of the Board), increasing the number of Directors of theBoard by 3 to strengthen the management structure, based on the determination of the Nominating Committee.
The candidates for the Directors of the Board are as follows. They are listed in alphabetical order by last
name.
No.

Name

1

Goh Hup Jin

2

Hisashi Hara

3

Peter M Kirby

4

Miharu Koezuka

5

Lim Hwee Hua

6

Masataka Mitsuhashi

7

Toshio Morohoshi

8

Masayoshi Nakamura

9

Takashi Tsutsui

Re-Appointment

Re-Appointment
OutsideIndependent
New Election
OutsideIndependent
Re-Appointment
OutsideIndependent
New Election
OutsideIndependent
Re-Appointment
OutsideIndependent
Re-Appointment
OutsideIndependent
Re-Appointment
OutsideIndependent
Re-Appointment
OutsideIndependent

Positions and responsibilities in the Company and significant
concurrent positions outside the Company
Chairman, the Company
Managing Director, Wuthelam Holdings Ltd.
Director, Nipsea Holdings International Ltd.
Director, Epimetheus Limited
Director, Nipsea International Limited
Director, Rainbow Light Limited
Managing Director, Nippon Paint Holdings SG Pte. Ltd.
Director, DuluxGroup Limited

Outside Director of the Board, the Company
Attorney

Outside Director of the Board, the Company
Outside Director, Japan Post Holdings Co., Ltd.
Outside Director, Nankai Electric Railway Co., Ltd.
Independent Director, Jardine Cycle & Carriage Limited
Senior Advisor, Kohlberg Kravis Roberts & Co. L.P.
Outside Director of the Board, the Company
Certified Public Accountant
Audit & Supervisory Board Member (Outside), FUJIFILM Holdings
Corporation
Outside Director of the Board, the Company
Outside Director, T-Gaia Corporation
Outside Director of the Board, the Company
Outside Director of the Board, the Company
Outside Director, MetaReal Corp.

Representative Executive Officer & Co-President, the Company
Director, Nippon Paint Holdings SG Pte. Ltd.
10
Yuichiro Wakatsuki
New Election
Director, DuluxGroup Limited
President, Representative Director of the Board, Nippon Paint
Corporate Solutions Co., Ltd.
Representative Executive Officer & Co-President, the Company
Group CEO, NIPSEA Group
Director, DuluxGroup Limited
New Election
11
Wee Siew Kim
Independent Director, Mapletree Logistics Trust Management Ltd.
Independent Director, SIA Engineering Company Limited
Independent Director, Singapore Telecommunications Limited
New Election
New candidate for Director of the Board
Re-Appointment
Candidate for re-appointment as Director of the Board
OutsideCandidate for Outside Director of the Board
Independent
Candidate for Independent Director of the Board- 10 -

No.1 Goh Hup Jin(Re-Appointment)
Date of birth
Number of shares of the Company held
Number of years in officeAttendance in fiscal 2021

April 6, 1953
0
7 years and 3 months
Board of Directors meeting:
21 of 21 meetings
Nominating Committee meeting:
16 of 16 meetings
Compensation Committee meeting:
19 of 19 meetings

Past experience and positions
June 1984
Managing Director, Wuthelam Holdings Ltd.(current)
September 1987
Director, Nipsea Holdings International Ltd. (current)
December 1993
Managing Director, Nipsea Pte. Ltd. (currently Nippon Paint Holdings SG Pte. Ltd.) (current)
January 2011
Director, Epimetheus Limited (current)
August 2012
Director, Nipsea International Limited (current)
December 2013
Director, Rainbow Light Limited (current)
December 2014
Director of the Board, the Company
March 2018
Chairman of the Board, the Company
March 2019
Director of the Board, the Company
April 2021
Chairman, the Company (current)
May 2021
Director, DuluxGroup Limited (current)
Significant concurrent positions outside the Company
Managing Director, Wuthelam Holdings Ltd.
Director, Nipsea Holdings International Ltd.
Director, Epimetheus Limited
Director, Nipsea International Limited
Director, Rainbow Light Limited
Managing Director, Nippon Paint Holdings SG Pte. Ltd.
Director, DuluxGroup Limited
Reason for selection as a candidate for Director of the Board
Goh Hup Jin is the Managing Director of Wuthelam Holdings, the Company’s parent company. Under him, theCompany’s joint venture, which entered the Chinese market ahead of other major paint manufacturers in 1992 havegrown to become the Group’s core business. His excellent management skills have earned the Nippon Paint brand ahigh level of recognition in the trade-use paints industry in other parts of Asia as well, contributing to the Company’s
deep market penetration in the Asian countries it operates in.
He was appointed as Director of the Board of the Company in 2014 and served as Chairman of the Board andChairman of the Board of Directors meetings of the Company from March 2018 to March 2019, and as Chairman of
the Board from April 2021, and contributed to vitalizing discussions based on his abundant experience as a business
manager. After the shift to a Company with Three Committees in March 2020, he has performed duties as a
Nominating Committee Member and a Compensation Committee Member.
In light of these contributions, the Company’s Nominating Committee deems his deep insight and continuous
commitment to the paint industry to be essential for establishing the corporate governance to pursue “Maximization of
Shareholder Value” from a medium- to long-term perspective after fulfilling responsibilities to all the stakeholders
surrounding the Company, and nominates him again as a candidate for Director of the Board.

- 11 -

No.2 Hisashi Hara
(Re-Appointment / Outside / Independent)
Date of birth
Number of shares of the Company held
Number of years in officeAttendance in fiscal 2021

July 3, 1947
58,581
4 years
Board of Directors meeting:
20 of 21 meetings
Nominating Committee meeting:
16 of 16 meetings

Past experience and positions
Registered as an attorney
April 1975
Joined Nagashima & Ohno (currently Nagashima Ohno & Tsunematsu)
January 2000
Managing Partner, Nagashima Ohno & Tsunematsu
January 2006
Chairman, Nagashima Ohno & Tsunematsu
March 2012
Outside Audit & Supervisory Board Member, Chugai Pharmaceutical Co., Ltd.
January 2013
Head of the Asia Operation, Nagashima Ohno & Tsunematsu
January 2018
Advisor, Nagashima Ohno & Tsunematsu
March 2018
Outside Director of the Board, the Company(current)
January 2022
Senior Counsel, T&K Partners (current)
Significant concurrent positions outside the Company
None
Reason for selection as a candidate for Director of the Board
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 Partners, which is just one of many commendations in recognition of his good
reputation as an attorney involved in cross-border M&A deals.
As Chairman of the Special Committee, he provided objective advice from the perspective of protecting the interests ofminority shareholders in making the Company’s joint venture in the Asian region a wholly owned subsidiary andduring the acquisition of the Indonesian business announced in August 2020, and in the share transfer of the European
and Indian subsidiaries decided in August 2021. As Chairman of the Nominating Committee, he played an importantrole in the appointment and election of candidates for the Director of the Board and Executive Officer, and also
demonstrated strong leadership by leading the nomination process for the establishment of the Co-President structurein April 2021.
In light of these contributions, the Company’s Nominating Committee deems his advice based on his knowledge andexperience to be essential for establishing the corporate governance to pursue “Maximization of Shareholder Value”
from a medium- to long-term perspective after fulfilling responsibilities to all the stakeholders surrounding theCompany, and nominates him again as a candidate for Outside Director of the Board. In addition, he satisfies the“Independence Criteria for Outside Directors of the Board” established by the Board of Directors of the Company.

- 12 -

No.3 Peter M Kirby(New Election / Outside / Independent)
Date of birth
Number of shares of the Company held
Number of years in officeAttendance in fiscal 2021

August 2, 1947
0――Past experience and positions
September 1989
CEO, Dulux Australia Limited
February 1992
ICI Paints Asia Pacific CEO, Imperial Chemical Industries PLC (currently Akzo Nobel N.V.)
September 1995
ICI Paints Worldwide Chairman and CEO, Imperial Chemical Industries PLC
March 1997
Member of Executive Board, Imperial Chemical Industries PLC
March 1998
CEO and Managing Director, CSR Limited
Independent Director, Board Chairman, Medibank Private Limited
July 2003
Independent Director, Macquarie Bank Limited (currently Macquarie Group Limited)
Independent Director, Orica Limited
June 2008
Independent Director, Board Chairman, DuluxGroup LimitedSignificant concurrent positions outside the Company
None
Reason for selection as a candidate for Director of the Board
Peter M Kirby has worked globally in the paint industry since 1972, culminating in his appointment as Chairman/CEO
of ICI Paints world-wide which was the largest paint company in the world based in the UK. From 1998 to 2003 he
was CEO/MD of CSR Ltd, a listed international building materials group. From 2003 he served as an independent
director of Australian-listed Orica which became the largest producer of mining explosives and chemicals in the world.
In 2010 Orica demerged DuluxGroup and he became its Chairman until retiring in 2018. Dulux is the market leader in
Oceania and is now a subsidiary of Nippon Paint Holdings. From 2003 to 2014 he was also an independent director of
Macquarie Bank and Group which is an Australian-listed investment bank and a leader in financing infrastructureinternationally.
The Nominating Committee of Nippon Paint Holdings judges that his global business experience mainly in the paintand coatings industry and his extensive experience and expertise serving on the boards of multinational corporations
are indispensable for establishing the corporate governance structure of the Company to pursue Maximization of
Shareholder Value with a long-term perspective after fulfilling its obligations to its stakeholders, and nominates him asa candidate for Director of the Board. Mr. Kirby has not held an executive position of the Nippon Paint Group for morethan 20 years, and thus satisfies the “Independence Criteria for Outside Directors of the Board” established by the
Board of Directors of the Company.

- 13 -

No.4 Miharu Koezuka(Re-Appointment / Outside / Independent)
Date of birth
Number of shares of the Company held
Number of years in officeAttendance in fiscal 2021

September 2, 1955
26,2892 years
Board of Directors meeting:
21 of 21 meetings
Audit Committee meeting:
17 of 17 meetings

Past experience and positions
April 1979
Joined Takashimaya Company, Limited
February 2010
President (Representative Director), Okayama Takashimaya Co., Ltd.
May 2013
Director, Takashimaya Company, Limited
Representative Senior Managing Director, Takashimaya Company, Limited
September 2013
Director, Okayama Takashimaya Co., Ltd.
March 2016
Director, Takashimaya Company, Limited
May 2016
Advisor, Takashimaya Company, Limited
June 2018
Outside Director, Japan Post Holdings Co., Ltd.(current)
June 2019
Outside Director, Nankai Electric Railway Co., Ltd.(current)Counselor, Takashimaya Company, Limited
March 2020
Outside Director of the Board, the Company(current)
Significant concurrent positions outside the Company
Outside Director, Japan Post Holdings Co., Ltd.
Outside Director, Nankai Electric Railway Co., Ltd.
Reason for selection as a candidate for Director of the Board
Miharu Koezuka was involved in business management of Takashimaya Company, Limited, a leading company in theJapanese department store industry, as part of its management team for many years and served as the company’s
Representative Senior Managing Director. Miharu Koezuka currently serves as Outside Director of both Japan Post
Holdings Co., Ltd. and Nankai Electric Railway Co., Ltd.
She has contributed to the vitalization of discussions at the Company’s Board of Directors meetings by providing
multifaceted and accurate advice based on her experience in building marketing strategies in local markets andimproving employee engagement, which she gained through her management of a retail business. In addition, she has
performed duties as an Audit Committee Member, such as by providing advice on the Group’s risk assessment andestablishing the framework of “Audit on Audit” system.
In light of these contributions, the Company’s Nominating Committee deems her advice based on her knowledge andexperience to be essential for establishing the corporate governance to pursue “Maximization of Shareholder Value”
from a medium- to long-term perspective after fulfilling responsibilities to all the stakeholders surrounding theCompany, and nominates her again as a candidate for Outside Director of the Board. In addition, she satisfies the“Independence Criteria for Outside Directors of the Board” established by the Board of Directors of the Company.

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No.5 Lim Hwee Hua(New Election / Outside / Independent)
Date of birth
Number of shares of the Company held
Number of years in officeAttendance in fiscal 2021

February 26, 1959
0――Past experience and positions
August 1989
Joined Swiss Bank Corporation (currently UBS Investment Bank)
December 1996
Parliament of Singapore
August 2000
Managing Director, Temasek Holdings (Private) Limited
Deputy Speaker, Parliament of Singapore
April 2002
Chairman, Public Accounts Committee
Minister of State for Finance
August 2004
Minister of State for Transport
Senior Minister of State for Finance
April 2008
Senior Minister of State for Transport
Minister in the Prime Minister's Office
April 2009
Second Minister for Finance
Second Minister for Transport
July 2011
Independent Director, Jardine Cycle & Carriage Limited (current)
October 2011
Senior Advisor, Kohlberg Kravis Roberts & Co. L.P. (current)
July 2014
Independent Director, United Overseas Bank LimitedSignificant concurrent positions outside the Company
Independent Director, Jardine Cycle & Carriage Limited
Senior Advisor, Kohlberg Kravis Roberts & Co. L.P.

Reason for selection as a candidate for Director of the Board
Lim Hwee Hua was elected to the Parliament of Singapore in 1996 and held several important ministerial positions in
the Singapore Government until 2011. From 2002 to 2004, she served in important positions of the Parliament
including Deputy Speaker of Parliament and Chairman of the Public Accounts Committee. Prior to joining theSingapore Cabinet, she was engaged in investment banking services at Swiss Bank Corporation and Jardine Fleming.
She also served as Managing Director at Temasek Holdings, an investment company owned by the Singapore
Government, where she oversaw restructuring and divestment of companies, realigned boards, established strategic
relations with key foreign counterparts including China and Vietnam, and sat on the boards of investee companies.
After retirement from politics in 2011, she has sat on the boards of directors of several financial institutions while
engaging in private equity activity such as Kohlberg Kravis Roberts. Her post-politics career also included heracademic posts as Distinguished Visiting Fellow of National University of Singapore at both the Business School andthe Lee Kuan Yew School of Public Policy.
The Nominating Committee of Nippon Paint Holdings judges that her experience and expertise are indispensable forestablishing the corporate governance structure of the Company to pursue Maximization of Shareholder Value with along-term perspective after fulfilling its obligations to its stakeholders, and nominates her as a candidate for Director of
the Board. In addition, she satisfies the “Independence Criteria for Outside Directors of the Board” established by the
Board of Directors of the Company.

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No.6 Masataka Mitsuhashi(Re-Appointment / Outside / Independent)
Date of birth
Number of shares of the Company held
Number of years in officeAttendance in fiscal 2021

September 30, 1957
26,2892 years
Board of Directors meeting:
21 of 21 meetings
Audit Committee meeting:
17 of 17 meetings

Past experience and positions
November 1979
Joined Pricewaterhouse
March 1983
Registered as Certified Public Accountant
Representative Director, ChuoAoyama PwC Transaction Services Corporation
July 2004(currently PwC Advisory LLC)
April 2008
Partner, PricewaterhouseCoopers Aarata (currently PricewaterhouseCoopers Aarata LLC)
Representative Director and President, PricewaterhouseCoopers Aarata Sustainability
July 2012
Certification Co., Ltd. (currently PricewaterhouseCoopers Sustainability LLC)
July 2018
Executive Advisor, PricewaterhouseCoopers Aarata LLC
Representative, Masataka Mitsuhashi CPA Office (current)
May 2019
Representative Director, Sustainable Value Advisory Co., Ltd. (current)
Audit & Supervisory Board Member (Outside), FUJIFILM Holdings Corporation (current)
June 2019
Advisor, Governance Advisory Committee, the Company
February 2020
External Director, Skymark Airlines Inc. (current)
March 2020
Outside Director of the Board, the Company(current)
September 2021
Auditor, Integral Corporation (current)
Significant concurrent positions outside the Company
Audit & Supervisory Board Member (Outside), FUJIFILM Holdings Corporation
Reason for selection as a candidate for Director of the Board
Masataka Mitsuhashi has many years of experience as a certified public accountant at PwC Japan Group, where he wasengaged in accounting audit and M&A-related activities. He also has extensive experience in long-term value creation
for companies from an ESG perspective as Representative Director of a consulting firm. He assumed the position ofAdvisor for the Company’s Governance Advisory Committee in June 2019 and offered helpful advice to theCompany’s Board of Directors meeting in relation to the structural reform for the shift to a Company with Three
Committees in March 2020.
As a Special Committee Member, he provided objective advice from the perspective of protecting the interests ofminority shareholders in making the Company’s joint venture in the Asian region a wholly owned subsidiary andduring the acquisition of the Indonesian business announced in August 2020, and in the share transfer of the European
and Indian subsidiaries decided in August 2021. In addition, as Chairman of the Audit Committee, he led theestablishment of the Company’s global audit system and established the framework of “Audit on Audit” system byleveraging his extensive experience at audit firms and other organizations.
In light of these contributions, the Company’s Nominating Committee deems his advice based on his knowledge andexperience to be essential for establishing the corporate governance to pursue “Maximization of Shareholder Value”
from a medium- to long-term perspective after fulfilling responsibilities to all the stakeholders surrounding theCompany, and nominates him again as a candidate for Outside Director of the Board. In addition, he satisfies the“Independence Criteria for Outside Directors of the Board” established by the Board of Directors of the Company.

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No.7 Toshio Morohoshi(Re-Appointment / Outside / Independent)
Date of birth
Number of shares of the Company held
Number of years in officeAttendance in fiscal 2021

August 24, 1953
46,7894 years
Board of Directors meeting:
21 of 21 meetings
Nominating Committee meeting:
16 of 16 meetings
Audit Committee meeting:
17 of 17 meetings

Past experience and positions
April 1976
Joined Fujitsu Limited
October 2005
Managing Executive Officer, Fujitsu Limited
July 2007
President & CEO, EMC Japan K.K.
January 2012
President & CEO, NCR Japan, Ltd.
President & CEO, Yaskawa Information Systems Corporation
June 2015(currently YE DIGITAL Corporation)
March 2018
Outside Director of the Board, the Company(current)
May 2018
Advisor, YE DIGITAL Corporation
August 2018
Outside Director, WingArc1st Inc.
June 2020
Outside Director, T-Gaia Corporation (current)
Significant concurrent positions outside the Company
Outside Director, T-Gaia Corporation
Reason for selection as a candidate for Director of the Board
With a career of over 40 years as an IT specialist, Toshio Morohoshi was formerly involved in the management of
Fujitsu Limited, Japan’s leading global electronics company. After serving as Japan representative for multiple global
enterprises, he had managed Yaskawa Information Systems Corporation as its President & CEO until May 2018.
With his experience in management of IT companies in Japan and overseas, he has added diversity to the compositionof the Company’s Board of Directors, contributing to vitalizing discussions by the Board, and has provided accurate
advice in the development of IT strategies. In addition, as a Nominating Committee Member, he was responsible forthe nomination process when the Co-President structure was established in April 2021, and as an Audit Committee
Member, he established the framework of “Audit on Audit” system for the Group.
In light of these contributions, the Company’s Nominating Committee deems his advice based on his knowledge andexperience to be essential for establishing the corporate governance to pursue “Maximization of Shareholder Value”
from a medium- to long-term perspective after fulfilling responsibilities to all the stakeholders surrounding theCompany, and nominates him again as a candidate for Outside Director of the Board. In addition, he satisfies the“Independence Criteria for Outside Directors of the Board” established by the Board of Directors of the Company.

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No.8 Masayoshi Nakamura(Re-Appointment / Outside / Independent)
Date of birth
Number of shares of the Company held
Number of years in officeAttendance in fiscal 2021

November 10, 1954
59,472
4 years
Board of Directors meeting:
21 of 21 meetings
Nominating Committee meeting:
16 of 16 meetings
Compensation Committee meeting:
19 of 19 meetings

Past experience and positions
April 1977
Joined The Mitsubishi Bank, Ltd. (currently MUFG Bank, Ltd.)
September 1996
Managing Director, Lehman Brothers
March 1999
Managing Director, Morgan Stanley
Director and Senior Executive Officer, Mitsubishi UFJ Securities Co., Ltd.
June 2006(currently Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.)
Executive Officer, Mitsubishi UFJ Financial Group, Inc.
Representative Director, Nakamura Arai Partners Inc. (currently OCTAHEDRON Inc.)
February 2011
(current)
March 2018
Outside Director of the Board, the Company(current)
Significant concurrent positions outside the Company
None
Reason for selection as a candidate for Director of the Board
Since 1984, Masayoshi Nakamura has built up over 30 years of hands-on experience as a specialist in M&A advisory
and capital market financing, at major US investment banks Lehman Brothers and Morgan Stanley, as well as at
Mitsubishi UFJ Securities, a core member of Mitsubishi UFJ Financial Group. During this time, he has helped
globalize Japanese companies by guiding them through a number of major cross-border M&A deals. He provides
appropriate and useful comments to the Company’s management according to his keen insight based on his long yearsof rich practical experience in the global financial and capital markets, as well as his knowledge and network invarious industries.
As the Lead Independent Director of the Board since 2020, and as the Chairman of the Board of Directors meetings
since 2021, he has been leading vitalizing discussions at the meetings. As a Nominating Committee Member andCompensation Committee Member, he contributed to the process of establishing the Co-President structure andcompensation design when it was established in April 2021. As a Special Committee Member, he played an importantrole in making the Company’s joint venture in the Asian region a wholly owned subsidiary and during the acquisitionof the Indonesian business announced in August 2020, and in the share transfer of the European and Indian subsidiaries
decided in August 2021.
In light of these contributions, the Company’s Nominating Committee deems his advice based on his knowledge andexperience to be essential for establishing the corporate governance to pursue “Maximization of Shareholder Value”
from a medium- to long-term perspective after fulfilling responsibilities to all the stakeholders surrounding theCompany, and nominates him again as a candidate for Outside Director of the Board. In addition, he satisfies the“Independence Criteria for Outside Directors of the Board” established by the Board of Directors of the Company.

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No.9 Takashi Tsutsui(Re-Appointment / Outside / Independent)
Date of birth
Number of shares of the Company held
Number of years in officeAttendance in fiscal 2021

July 3, 1950
50,884
4 years
Board of Directors meeting:
21 of 21 meetings
Compensation Committee meeting:
19 of 19 meetings

Past experience and positions
April 1974
Joined Nomura Securities Co., Ltd. (currently Nomura Holdings, Inc.)
June 2002
Director, Nomura Holdings, Inc.
Senior Executive Officer, Nomura Securities Co., Ltd. (established as a subsidiary of Nomura
June 2003
Holdings, Inc. by means of Company Split)
President and Representative Director, Jasdaq Securities Exchange, Inc. (currently Japan
June 2005
Exchange Group, Inc.)
April 2011
Director and Vice President Executive Officer, LIXIL Group Corporation
Director, Vice President Executive Officer and Chief External Relations Officer, LIXIL
April 2014
Corporation
January 2017
Representative, Ryuju Consulting (current)
March 2018
Outside Director of the Board, the Company(current)
May 2021
Outside Director, Rozetta Corp. (currently MetaReal Corp.) (current)
Significant concurrent positions outside the Company
Outside Director, MetaReal Corp.
Reason for selection as a candidate for Director of the Board
As an employee for many years at Nomura Securities Co., Ltd., and having served as Representative Director of
Jasdaq Securities Exchange, Inc. and member of management responsible for M&A, investor relations, etc. at LIXILGroup Corporation, Takashi Tsutsui has ample experience in global business operations and keen insight into corporate
governance, such as the need to safeguard the rights of minority shareholders.
After the shift to a Company with Three Committees in March 2020, he has continuously led the design of executive
compensation that contributes to maximizing shareholder value, including the establishment of the compensation
philosophy as Chairman of the Compensation Committee and the development of a new executive compensation
system after the establishment of the Co-President structure in April 2021.
In light of these contributions, the Company’s Nominating Committee deems his advice based on his knowledge andexperience to be essential for establishing the corporate governance to pursue “Maximization of Shareholder Value”
from a medium- to long-term perspective after fulfilling responsibilities to all the stakeholders surrounding theCompany, and nominates him again as a candidate for Outside Director of the Board. In addition, he satisfies the“Independence Criteria for Outside Directors of the Board” established by the Board of Directors of the Company.

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No.10 Yuichiro Wakatsuki(New Election)
Date of birth
Number of shares of the Company held
Number of years in officeAttendance in fiscal 2021

August 28, 1966
133,110――

Past experience and positions
April 1989
Joined The Industrial Bank of Japan, Limited. (currently Mizuho Bank, Ltd.)March 2000
Joined Merrill Lynch Japan Securities Co., Ltd. (currently BofA Securities Japan Co., Ltd.)
January 2016
Director, Merrill Lynch Japan Securities Co., Ltd.
June 2016
Vice Chairman, Investment Banking Division, Merrill Lynch Japan Securities Co., Ltd.
November 2019
Senior Managing Corporate Officer, the Company
January 2020
Senior Managing Corporate Officer and CFO, the Company
March 2020
Senior Managing Executive Officer and CFO, the Company
April 2021
Representative Executive Officer & Co-President, the Company (current)
Director, Nippon Paint Holdings SG Pte. Ltd.(current)
May 2021
Director, DuluxGroup Limited (current)
President, Representative Director of the Board, Nippon Paint Corporate Solutions Co., Ltd.
October 2021
(current)
Significant concurrent positions outside the Company
Director, Nippon Paint Holdings SG Pte. Ltd.
Director, DuluxGroup Limited
President, Representative Director of the Board, Nippon Paint Corporate Solutions Co., Ltd.
Reason for selection as a candidate for Director of the Board
Yuichiro Wakatsuki has long been involved in realizing growth strategies for companies involved in capital markets as
Head of M&A and Corporate & Investment Banking in Japan and Vice Chairman of Investment Banking Division at
Merrill Lynch, a global investment bank.
Since joining the Company in 2019, as Senior Managing Executive Officer and CFO, he has led the promotion of
appropriate dialogue with the capital markets, the realization of the conversion of the Company’s joint venture in the
Asian region into a wholly owned subsidiary, and the development of the Group’s Purpose and the current Mediumterm Management Plan as a core member of the execution. In April 2021, he was appointed as Representative
Executive Officer & Co-President, and has played a central role in realizing the Company’s growth strategy bystrengthening governance functions and financial strength, as well as completing the acquisition of several European
paint manufacturers.
The Company’s Nominating Committee has nominated him as a candidate for Director of the Board because it expects
that his membership on the Board of Directors will strengthen the decision-making function of the Board of Directors,
and judged that it is necessary for establishing the corporate governance to pursue “Maximization of Shareholder
Value” from a medium- to long-term perspective after fulfilling responsibilities to all the stakeholders surrounding theCompany.

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No.11 Wee Siew Kim(New Election)
Date of birth
Number of shares of the Company held
Number of years in officeAttendance in fiscal 2021

August 19, 1960
100,000――

Past experience and positions
May 2002
Defence Business President, Singapore Technologies Engineering Ltd.
May 2004
Deputy CEO and Defence Business President, Singapore Technologies Engineering Ltd.
August 2009
Group CEO, Nipsea Management Company Pte. Ltd.
April 2013
Independent Director, Mapletree Logistics Trust Management Ltd. (current)
May 2017
Independent Director, SIA Engineering Company Limited (current)
August 2019
Director, DuluxGroup Limited (current)
January 2020
Deputy President and Executive Corporate Officer, the Company
October 2020
Independent Director, Singapore Telecommunications Limited (current)
April 2021
Representative Executive Officer & Co-President, the Company (current)
Significant concurrent positions outside the Company

Group CEO, NIPSEA Group
Director, DuluxGroup Limited
Independent Director, Mapletree Logistics Trust Management Ltd.
Independent Director, SIA Engineering Company Limited
Independent Director, Singapore Telecommunications Limited

Reason for selection as a candidate for Director of the Board
Over 24 years, Wee Siew Kim held various positions in engineering, sales, management at Singapore Technologies
Engineering, which is a Singapore-based aerospace and defense engineering company. When he left Singapore
Technologies Engineering in 2009, his last appointment was Deputy CEO and President (Defense Business). From2001 to 2011, he was also Member of the Singapore Parliament.
In August 2009, he assumed the role of Group CEO of Nipsea Management Company, which is the Asian operations
management company of the Nippon Paint Group. Since then, he has led the NIPSEA Group to deliver sustained andhigh growth in 22 countries and regions, making it a substantial component of the Nippon Paint Group. After theacquisition of Australian paint manufacturer DuluxGroup by Nippon Paint Holdings, he exercised leadership in taking
initiatives to generate group synergies such as expanding the paint adjacencies business of DuluxGroup in Asia. Since
he was appointed Deputy President and Executive Corporate Officer of Nippon Paint Holdings in 2020 and
Representative Executive Officer & Co-President in 2021, he has steadily developed the operational infrastructure of
the Group’s global operations by restructuring businesses through the transfer of the European and India businesses
and taking actions to improve the profitability of the Japan segment of the Nippon Paint Group.
The Nominating Committee of the Company judges that his appointment to a member of the Board of Directors willcontribute to strengthening the decision-making function of the Board of Directors. His experience and expertise arealso indispensable for establishing the corporate governance structure of Nippon Paint Holdings to pursue
Maximization of Shareholder Value with a long-term perspective after fulfilling its obligations to its stakeholders. We
thus nominate him as a candidate for Director of the Board.

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Notes:1. There are no special interests between the Company and Hisashi Hara, Peter M Kirby, Miharu Koezuka, Lim Hwee Hua,
Masataka Mitsuhashi, Toshio Morohoshi, Masayoshi Nakamura, Takashi Tsutsui, Yuichiro Wakatsuki or Wee Siew Kim.
2. Through the past ten years, Goh Hup Jin has served as Director at Nipsea International Limited, the parent company of theCompany, Nipsea Holdings International Ltd., Rainbow Light Limited and Epimetheus Limited, and Managing Director at
Wuthelam Holdings Ltd.
3. The number of years in office as Director of the Board of the Company for Goh Hup Jin at the conclusion of this General
Meeting of Shareholders is presented.
4. The number of years in office as Outside Director of the Board of the Company for Hisashi Hara, Miharu Koezuka, Masataka
Mitsuhashi, Toshio Morohoshi, Masayoshi Nakamura and Takashi Tsutsui at the conclusion of this General Meeting of
Shareholders is presented.
5. The Company concluded an agreement with Hisashi Hara, Miharu Koezuka, Masataka Mitsuhashi, Toshio Morohoshi,
Masayoshi Nakamura and Takashi Tsutsui to limit their liabilities for damages under Article 423, Paragraph 1 of the Companies
Act, and if their re-appointment is approved, the Company plans to continue the aforementioned liability limitation agreement.
In addition, the Company plans to enter into an agreement with Peter M Kirby and Lim Hwee Hua to limit their liability fordamages under Article 423, Paragraph 1 of the Companies Act in the event that their election is approved. Furthermore, thelimit of liability for damages under this agreement is the minimum amount stipulated by laws and regulations.
6. 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 fromshareholder derivative suits, corporate suits and third-party suits borne by the insured persons. If candidates’ appointments areapproved, they will be included as insured persons in the insurance policy. Furthermore, the Company plans to renew theinsurance policy with the same details at the time of the next renewal.
7. Hisashi Hara, Miharu Koezuka, Masataka Mitsuhashi, Toshio Morohoshi, Masayoshi Nakamura and Takashi Tsutsui satisfy
the “Independence Criteria for Outside Directors of the Board” of the Company and the requirements of Independent Directors
as stipulated by the Tokyo Stock Exchange. The Company registered them as Independent Directors as stipulated by the said
Exchange. If this proposal is approved and they are re-appointed as Outside Directors of the Board, the Company will continue
to appoint them as Independent Directors.
8. Peter M Kirby and Lim Hwee Hua satisfy the “Independence Criteria for Outside Directors of the Board” of the Company andthe requirements of Independent Directors as stipulated by the Tokyo Stock Exchange. If the election of both of them isapproved, they will be Independent Directors as stipulated by the said Exchange.
9. Takashimaya Company, Limited, where Miharu Koezuka served as Director, received a cease and desist order and a surcharge
payment order from the Japan Fair Trade Commission in July and October 2018 for acts in violation of Article 3 of the
Antimonopoly Act (Prohibition of Unreasonable Restraint of Trade) regarding orders received for uniforms during the period
up to FY2018, which includes her term of office as Director. She was not aware of the fact until it came to light, but offered
recommendations on a routine basis from the standpoint of compliance. After the fact came to light, she has continued to offer
advice and recommendations for thorough implementation of investigations, for strengthening internal controls to prevent
recurrence, and for thorough compliance.
10. Japan Post Holdings Co., Ltd., where Miharu Koezuka serves as Outside Director since June 2018 received administrative
dispositions (business improvement orders) from the Minister of Internal Affairs and Communications and the Financial
Services Agency in December 2019 for the group’s lack of the governance function and inadequate compliance in relation toa number of cases of improper solicitation of insurance products by the company’s subsidiary, Japan Post Insurance Co., Ltd..
She was not aware of the fact until it came to light, but offered recommendations on a routine basis from the standpoint ofcompliance. After the fact came to light, she has continued to offer advice and recommendations for thorough implementationof investigations, for strengthening internal controls to prevent recurrence, and for thorough compliance.
11. MetaReal Corp., where Takashi Tsutsui has served as an Outside Director since May 2021, disclosed on November 30, 2021
the investigation report of the Special Investigation Committee regarding inappropriate accounting treatment at the company
and the correction of the financial statements for the past fiscal year. In addition, on January 17, 2022, the company was
requested by the Tokyo Stock Exchange to submit an Improvement Report under the Securities Listing Regulations in relation
to this matter, which it did on January 31, 2022. Although Mr. Tsutsui was not aware of this matter in advance, after the fact
came to light, he has continued to offer advice and recommendations for thorough implementation of investigations, forstrengthening internal controls to prevent recurrence, and for thorough compliance.
12. Although the number of times that Hisashi Hara, Toshio Morohoshi, Masayoshi Nakamura and Takashi Tsutsui can be
nominated as candidates for Outside Director of the Board as stipulated in the Regulations of the Board of Directors of theCompany (for a total of four fiscal years) has been exceeded, the Company has obtained the prior consent of the Board of
Directors to nominate them as candidates for Director of the Board in accordance with the Board of Directors rules because it
has been determined that advice based on their knowledge and experience to be essential for establishing the corporate
governance to pursue “Maximization of Shareholder Value” from a medium- to long-term perspective.

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< Independence Criteria for Outside Director of the Board>
1. The Company will determine that Outside Directors of the Board or candidates for Outside Directors of theBoard 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 thesubsidiaries 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:①A major shareholder of the Company (Note 7) or an executive of such a shareholder②A person whose major business partner is the Group (Note 8) or an executive of such a person③A major business partner of the Group (Note 9) or an executive of such a business partner④A person belonging to an audit corporation that conducts statutory audits of the Group⑤A person who receives a significant amount (Note 10) of money, etc. from the Group, in addition to
remuneration of Officers⑥An executive of an organization that receives a significant amount (Note 10) of donation or aid from theGroup(6) The person in question is not a spouse or a relative within the second degree of kinship of a person fallingunder 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 andMethods 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 apayment 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.

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