To Our Shareholders
We would like to express our appreciation for your continued support and patronage. We
offer our condolences to the victims of the Noto Peninsula earthquake which struck on January 1,
and our sincere best wishes for everyone who was affected. We are praying for the fastest possible
recovery in the affected regions.
We hereby would like to inform you that Nippon Paint Holdings Co., Ltd. (the “Company”)
will hold the 199th Annual General Meeting of Shareholders on Wednesday, March 27, 2024.
This convocation notice includes the report on the updated status of Nippon Paint Group’sbusiness operations for the fiscal year under review (from January 1, 2023 to December 31, 2023)
for your review.
Looking back on 2023, the Nippon Paint Group applied every effort to achieve Maximizationof Shareholder Value (MSV) by accelerating growth both through expanding existing businesses
and through active M&A while responding flexibly to changes. In the domestic business, we
optimized sales prices to combat the high costs of raw materials that have continued since 2022,
and also increased efficiency through improvements to our business processes, and saw a major
improvement in profitability. In our overseas businesses, we increased our market share by
optimizing sales prices and increasing sales quantities, particularly in decorative paints for the
Asian market, and achieved steady growth in a difficult business environment. As a result, revenue
increased by 10.2% from the previous period to 1,442,574 million yen, and operating profit
increased by 50.8% from the previous period to 168,745 million yen. Both revenue and profit
were higher than the previous period. Based on these results, as announced on November 14, 2023,
Proposal 1 aims to increase the amount of the year-end dividend by 1 yen over the initial prediction
to 8 yen.
Based on our autonomous and decentralized management model and strong paint demand in
all parts of the world, in 2024 we will continue to help accelerate the autonomous growth of ourPartner Companies and carry out an active M&A strategy in order to overcome changes in market
conditions and pursue further growth in global markets.
We deeply appreciate your support for the Nippon Paint Group in the past and for our futureendeavors.

March 2024
Yuichiro Wakatsuki
Director, Representative Executive Officer & Co-President
Wee Siew Kim
Director, Representative Executive Officer & Co-President-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.
(Securities Code 4612)
Sent Date: March 11, 2024
Electronic Provision Measures Commencement Date: March 4, 2024

To Shareholders with Voting Rights:
Yuichiro Wakatsuki
Director, Representative Executive
Officer & Co-President
Nippon Paint Holdings Co., Ltd.
2-1-2 Oyodokita, Kita-ku, Osaka, JapanNOTICE OF
THE 199TH 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 199th Annual General Meeting of Shareholders of Nippon Paint Holdings
Co., Ltd. (the “Company”), which will be held for the purposes as described below.
When convening this general meeting of shareholders, the Company takes measures for providing
information that constitutes the content such as reference documents for the general meeting of shareholders
and other matters (matters for which measures for providing information in electronic format are to be taken)
in electronic format, and posts this information online as “Notice of the 199th Annual General Meeting of
Shareholders.” Please access either of the following websites to review the information.
https://www.nipponpaint-holdings.com/en/ir/stock/meeting/https://d.sokai.jp/4612/teiji (in Japanese only)
In addition to posting matters for which measures for providing information in electronic format are to betaken on each of the websites listed above, the Company also posts this information on the website of Tokyo
Stock Exchange, Inc. (TSE) shown below. To access this information from the latter website, access the TSE
website (Listed Company Search) by using the Internet address given below, enter the issue name (company
name) or securities code, and click “Search,” and then click “Basic information” and select “Documents for
public inspection/PR information.”
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you are unable to attend the meeting, you can exercise your voting rights via electronic method suchas the Internet or other method) or in writing. Please review the attached “Reference Documents for the
General Meeting of Shareholders” and exercise your voting rights by 5 p.m. on Tuesday, March 26, 2024,
Japan time.
1. Date and Time:

Wednesday, March 27, 2024, at 10 a.m. Japan time

2. Place:

4th Floor Hall, Osaka Head Office of the Company,
2-1-2 Oyodokita, Kita-ku, Osaka, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements and Nonconsolidated Financial Statements for the Company’s 198th Fiscal Year
(January 1, 2023 – December 31, 2023)
2. The Results of audits by the Accounting Auditor and the Audit Committee of
the Consolidated Financial Statements for the Company’s 198th Fiscal Year
(January 1, 2023 – December 31, 2023)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of 9 Directors of the Board-2-

(Note 1)
If it is necessary to revise the matters for which measures for providing information in electronic format
are to be taken, a notice of the revisions and the details of the matters before and after the revisions
will be posted on the Company’s aforementioned websites on which the matters for which measuresfor providing information in electronic format are to be taken have been posted.
(Note 2)
In accordance with laws and regulations and Article 16, paragraph 2 of the Company’s Articles ofIncorporation, among matters for which measures for providing information in electronic format are to
be taken, “Systems for Ensuring Appropriate Operations and Operating Status of the Systems” of theBusiness Report, “Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial
Statements” of the Consolidated Financial Statements, and “Statement of Changes in Shareholders’Equity” and “Notes to Non-consolidated Financial Statements” of the Non-consolidated Financial
Statements will not be included in the documents that are delivered to shareholders who request
document delivery (for this general meeting of shareholders, the deliverable documents will also besent to shareholders who have not requested such document delivery). Note that these matters will be
posted under “Electronic format materials not included in the documents delivered to shareholders
through document delivery requests pursuant to laws and regulations and the Company’s Articles ofIncorporation” in the “Notice of the 199th Annual General Meeting of Shareholders.”
The Consolidated Financial Statements and Non-consolidated Financial Statements in the documents
to be delivered to shareholders who request the delivery thereof are portions of those documents auditedby the Accounting Auditor and the Audit Committee.
Note 2 applies to only Japanese documents.

-3-

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal 1:

Appropriation of Surplus

The Company places Maximization of Shareholder Value, as its sole mission, that remains after fulfilling
its obligations to its stakeholders including customers, suppliers, employees, society and other stakeholders.
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 with a payout ratio of
approximately 30% while also taking into account various factors including, but not limited to, businessperformance trends and investment needs, and the following is the proposed dividends for the fiscal year
ended December 31, 2023 under such policy.
Since the consolidated financial results for the full year are expected to exceed the forecast announced on
August 10, 2023, the Company has announced an increase in the year-end dividend from the initial forecastof 7 yen to 8 yen on November 14, 2023.
Matters concerning year-end dividends(1) Matters concerning the allotment of dividend property to shareholders and the total amount
8 yen in cash per share of common stock, for a total of 18,789,059,184 yen(2) Effective date of distribution of surplus
March 28, 2024

Annual dividends trends (JPY) (Note 1)

8

4.4

7

8

8.4

9

9

9

10

11
6

189th
190th
191st
192nd
193rd
194th
195th
196th
197th
198th
(FY2014)(FY2015)(FY2016)(FY2017)(FY2018)(FY2019)(FY2020)(FY2021)(FY2022)(FY2023)(Note 2)

(Note 1) The Company conducted a 5-for-1 stock split of common stock with aneffective date of April 1, 2021. Figures for annual dividend per share ofcommon stock are stated, taking the stock split into consideration.
(Note 2) Includes a commemorative dividend of 1 yen for the 140th anniversary of
the Company’s founding.

-4-

Proposal 2:

Election of 9 Directors of the Board

At the conclusion of this General Meeting of Shareholders, the terms of office of all 9 Directors will expire.
Accordingly, the Company requests the election of the following 9 candidates for the Directors (including 6
Outside Directors), based on the determination of the Nominating Committee.
The candidates for the Directors are as follows. They are listed in alphabetical order by last name.
Current positions and responsibilities
in the Company

Name

No.

1

Goh Hup Jin

2

Hisashi Hara

3

Peter M Kirby

4

Lim Hwee Hua

5

Masataka Mitsuhashi

Re-Appointment
Re-Appointment
OutsideIndependent
Re-Appointment
OutsideIndependent
Re-Appointment
OutsideIndependent
Re-Appointment
OutsideIndependent
Re-Appointment
OutsideIndependent
Re-Appointment
OutsideIndependent

Director, Chairman
Nominating Committee Member
Compensation Committee Member

100%
(9/9)

Independent Director
Nominating Committee Chairperson

100%
(9/9)

Independent Director
Audit Committee Member

100%
(9/9)

Independent Director
Compensation Committee Chairperson

100%
(9/9)

Independent Director
Audit Committee Chairperson

100%
(9/9)

Independent Director
Nominating Committee Member
Audit Committee Member
Lead Independent Director, Board Chair
7
Masayoshi Nakamura
Nominating Committee Member
Compensation Committee Member
Director
8
Yuichiro Wakatsuki
Re-Appointment
Representative Executive Officer & Co-President
Director
Re-Appointment
9
Wee Siew Kim
Representative Executive Officer & Co-President
Re-Appointment
Candidate for re-appointment as Director
OutsideCandidate for Outside Director
Independent
Candidate for Independent Director
6

Toshio Morohoshi

Attendanceatthe Boardof Directors
meetings

-5-

100%
(9/9)
100%
(9/9)
100%
(9/9)
100%
(9/9)

No.1 Goh Hup Jin(Re-Appointment)
Date of birth
Number of shares of the Company held
Number of years in officeAttendance in fiscal 2023

April 6, 1953
0
9 years and 3 months (at the conclusion of this General Meeting of
Shareholders)
Board of Directors meeting:
9 of 9 meetings
Nominating Committee meeting:
6 of 6 meetings
Compensation Committee meeting:
7 of 7 meetings(One of the meetings of the Compensation Committee is not included
because it was a meeting with only agenda in which this candidate had a
special interest.)

Past experience and positions
June 1984
Managing Director, Wuthelam Holdings Ltd. (current)
September 1987
Director, Nipsea Holdings International Ltd. (current)
December 1993
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, the Company
March 2018
Chairman, the Company
March 2019
Director, the Company
April 2021
Chairman, the Company (current)
May 2021
Director, DuluxGroup Limited (current)
Significant concurrent positions outside the Company
Director, Nipsea International Limited
Director, Nipsea Holdings International Ltd.
Managing Director, Wuthelam Holdings Ltd.
Director, Rainbow Light Limited
Director, Epimetheus Limited
Director, Nippon Paint Holdings SG Pte. Ltd.
Director, DuluxGroup Limited
Reason for selection as a candidate for Director
Goh Hup Jin is the Managing Director of Wuthelam Holdings, the Company’s parent company. Under his management
since 1979, Nippon Paint brand was able to achieve deep market penetration in various Asian countries.
After his appointment as Director of the Company in 2014, he served as Chairman and Board Chair of the Company.
From 2020, he served as a member of the Nominating Committee and the Compensation Committee. Based on his
insight and experience relating to various industries and the capital market, he has provided expert opinions and advice
on various agenda items and projects, and through close communications with management team, he has contributed tostrengthening the decision making of the Board of Directors.
The Nominating Committee of the Company has again nominated him as a candidate for Director in light of his
contributions to the Company.

-6-

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 2023

July 3, 1947
102,119
6 years (at the conclusion of this General Meeting of Shareholders)
Board of Directors meeting:
9 of 9 meetings
Nominating Committee meeting:
6 of 6 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, 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 Outside Director and his expected roles
With a career of over 40 years as an attorney, Hisashi Hara has been involved in numerous cross-border M&A deals
and has assisted in various corporate legal matters. In 2011, he received the Chambers Asia-Pacific Lifetime
Achievement Award from Chambers and Partners, which is just one of many commendations in recognition of his
good reputation as an attorney involved in cross-border M&A deals.
From a wide range of perspectives as an attorney, he offered appropriate and objective opinions and advice tomanagement team in various discussions at the Board of Directors regarding M&A deals, corporate governance, andother matters, aiming for the realization of the management strategy. In addition, from 2020, he has led the nominatingprocess for the composition of the Board of Directors and the executive structure as Nominating Committee
Chairperson.
The Nominating Committee of the Company has again nominated him as a candidate for Outside Director since he isexpected to continue to effectively strengthen the decision making and the supervisory function of the Board of
Directors.

-7-

No.3 Peter M Kirby(Re-Appointment / Outside / Independent)
Date of birth
Number of shares of the Company held
Number of years in officeAttendance in fiscal 2023

August 2, 1947
36,8002 years (at the conclusion of this General Meeting of Shareholders)
Board of Directors meeting:
9 of 9 meetings
Audit Committee meeting:
5 of 5 meetings(after assuming audit committee member on March 28, 2023)

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 Limited
March 2022
Outside Director, the Company (current)
Significant concurrent positions outside the Company
None
Reason for selection as a candidate for Outside Director and his expected roles
Peter M Kirby has 40 years senior management experience in the international coatings industry including as
Chairman and CEO of ICI Paints Worldwide, and as Board Chairman of DuluxGroup (then an independent Australianlisted public company and now a subsidiary of Nippon Paint Holdings). He has served as Chairman of Medibank
Private Ltd, the largest private health insurer in Australia and an Independent Director of Macquarie Bank & Group,and Orica Ltd.
Since his appointment to the Board of the Company, he has actively contributed to group strategy, international
growth, operational improvement and the development of human resources. In addition, he has served as a member ofthe Audit Committee from 2023 providing advice on risk reduction, governance and operational control.
The Nominating Committee of the Company has again nominated him as a candidate for Outside Director since he isexpected to continue to effectively strengthen the decision making and the supervisory function of the Board of
Directors.

-8-

No.4 Lim Hwee Hua(Re-Appointment / Outside / Independent)
Date of birth
Number of shares of the Company held
Number of years in officeAttendance in fiscal 2023

February 26, 1959
36,8002 years (at the conclusion of this General Meeting of Shareholders)
Board of Directors meeting:
9 of 9 meetings
Compensation Committee meeting:
5 of 5 meetings(after assuming compensation committee member on March 28, 2023)

Past experience and positions
August 1989
Joined Swiss Bank Corporation (currently UBS Group AG)
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.
July 2014
Independent Director, United Overseas Bank Limited
March 2022
Outside Director, the Company (current)
April 2023
Non-Executive Independent Chairman, Japfa Ltd. (current)
June 2023
Independent Outside Director, JERA Co., Inc. (current)
Significant concurrent positions outside the Company
Independent Director, Jardine Cycle & Carriage Limited

Non-Executive Independent Chairman, Japfa Ltd.
Independent Outside Director, JERA Co., Inc.
Reason for selection as a candidate for Outside Director and her expected roles
Lim Hwee Hua held several important positions of the Parliament and ministerial positions after being elected to theParliament of Singapore. Prior to joining the Singapore Cabinet, she served as Managing Director at Temasek
Holdings, an investment company owned by the Singapore Government, where she conducted restructuring and sat on
the boards of key investee companies, and established strategic relations with key foreign counterparts. She has
engaged in private equity and investment activity for firms such as Kohlberg Kravis Roberts.
Based on her broad network and her abundant insight and experience in investment and stewardship, she has fulfilled
her responsibilities by providing pertinent advice on business strategy and execution relating to investment projects
while bringing up investment themes at the Board of Directors meetings. Moreover, serving as Compensation
Committee Chairperson from 2023, she has led the executive compensation decision process that contributed to
Maximization of Shareholder Value.
The Nominating Committee of the Company has again nominated her as a candidate for Outside Director since she isexpected to continue to effectively strengthen the decision making and the supervisory function of the Board of
Directors.

-9-No.5 Masataka Mitsuhashi(Re-Appointment / Outside / Independent)
Date of birth
Number of shares of the Company held
Number of years in officeAttendance in fiscal 2023

September 30, 1957
63,0894 years (at the conclusion of this General Meeting of Shareholders)
Board of Directors meeting:
9 of 9 meetings
Audit Committee meeting:
8 of 8 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 Japan LLC)
Representative Director and President, PricewaterhouseCoopers Aarata Sustainability
July 2012
Certification Co., Ltd. (currently PricewaterhouseCoopers Sustainability LLC)
Executive Advisor, PricewaterhouseCoopers Aarata LLC (currently PricewaterhouseCoopers
July 2018
Japan 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, the Company (current)
September 2021
Auditor, Integral Corporation (current)
Significant concurrent positions outside the Company
Audit & Supervisory Board Member (Outside), FUJIFILM Holdings Corporation
External Director, Skymark Airlines Inc.
Auditor, Integral Corporation
Reason for selection as a candidate for Outside Director and his expected roles
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 ESG and sustainability perspectives as Representative Director of a consulting firm.
Using his expert and global insight and experience concerning finance and accounting, ESG, sustainability and risk
management, he provided opinions and appropriate advice to management team. Moreover, serving as Audit
Committee Chairperson from 2020, he has led discussions with the Accounting Auditor and the local accounting
auditors in charge of the financial auditing of overseas Partner Companies, while establishing the framework of “Audit
on Audit,” and he made proposals to management team on strengthening group governance and other matters.
The Nominating Committee of the Company has again nominated him as a candidate for Outside Director since he isexpected to continue to effectively strengthen the decision making and the supervisory function of the Board of
Directors.

- 10 -

No.6 Toshio Morohoshi(Re-Appointment / Outside / Independent)
Date of birth
Number of shares of the Company held
Number of years in officeAttendance in fiscal 2023

August 24, 1953
83,0896 years (at the conclusion of this General Meeting of Shareholders)
Board of Directors meeting:
9 of 9 meetings
Nominating Committee meeting:
6 of 6 meetings
Audit Committee meeting:
8 of 8 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. (currently Dell Technologies Japan Inc.)
January 2012
President & CEO, NCR Japan, Ltd.
President & CEO, Yaskawa Information Systems Corporation
June 2015(currently YE DIGITAL Corporation)
March 2018
Outside Director, 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 Outside Director and his expected roles
Toshio Morohoshi was formerly involved in the executive management of Fujitsu Limited, a global electronics
company. He served as Japan CEO for multiple global IT enterprises and CEO of a public company in Japan.
Using his corporate management experience at global companies, he provided pertinent advice regarding theestablishment of IT strategies while instigating and supervising the execution of post-merger integration. In addition,
serving as a member of the Nominating Committee and the Audit Committee from 2020, he has successfully
performed his role by advising the composition of the Board of Directors, the executive structure design as well as
specifying risk factors related to global business among others.
The Nominating Committee of the Company has again nominated him as a candidate for Outside Director since he isexpected to continue to effectively strengthen the decision making and the supervisory function of the Board of
Directors.

- 11 -

No.7 Masayoshi Nakamura(Re-Appointment / Outside / Independent)
Date of birth
Number of shares of the Company held
Number of years in officeAttendance in fiscal 2023

November 10, 1954
96,305
6 years (at the conclusion of this General Meeting of Shareholders)
Board of Directors meeting:
9 of 9 meetings
Nominating Committee meeting:
6 of 6 meetings
Compensation Committee meeting:
7 of 7 meetings(One of the meetings of the Compensation Committee is not included
because it was a meeting with only agenda in which this candidate had a
special interest.)

Past experience and positions
April 1977
Joined The Mitsubishi Bank, Ltd. (currently MUFG Bank, Ltd.)
September 1996
Managing Director, Lehman Brothers Inc.
March 1999
Managing Director, Morgan Stanley Limited
Director and Senior Executive Officer, Mitsubishi UFJ Securities Co., Ltd. (currently
June 2006
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, the Company (current)
Significant concurrent positions outside the Company
None
Reason for selection as a candidate for Outside Director and his expected roles
Masayoshi Nakamura has built up over 30 years of hands-on experience as a specialist in M&A advisory and capital
market financing, at investment banks including major US investment banks Lehman Brothers and Morgan Stanley, as
well as at Mitsubishi UFJ Securities (currently Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.). During this time,
he has led numerous major cross-border M&A deals to success.
As the Board Chair since 2021, he has contributed to improving the effectiveness of the Board of Directors, being
instrumental in deepening discussions through effective facilitation. Since 2020, he has played a comprehensive role in
keeping the Board of Directors connected with the respective committees in addition to compiling the views of the
Independent Directors as the Lead Independent Director and providing advice to management team. In addition, he
fulfilled his role as a member of the Nominating Committee and the Compensation Committee, by designing thecomposition of the Board of Directors, as well as the executive structure and the compensation thereof, among othermatters.
The Nominating Committee of the Company has again nominated him as a candidate for Outside Director since he isexpected to continue to effectively strengthen the decision making and the supervisory function of the Board of
Directors.

- 12 -

No.8 Yuichiro Wakatsuki(Re-Appointment)
Date of birth
Number of shares of the Company held
Number of years in officeAttendance in fiscal 2023

August 28, 1966
180,1102 years (at the conclusion of this General Meeting of Shareholders)
Board of Directors meeting:
9 of 9 meetings

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)
October 2021
President, Representative Director, Nippon Paint Corporate Solutions Co., Ltd. (current)
March 2022
Director, the Company (current)
Significant concurrent positions outside the Company
Director, Nippon Paint Holdings SG Pte. Ltd.
Director, DuluxGroup Limited
President, Representative Director, Nippon Paint Corporate Solutions Co., Ltd.
Reason for selection as a candidate for Director
Yuichiro Wakatsuki has long been involved in realizing growth strategies for companies involved in capital markets at
Merrill Lynch, a global investment bank.
Since joining the Company in 2019, as Senior Managing Executive Officer and CFO, and as Representative Executive
Officer & Co-President since 2021, he has led the execution of operations.
In addition to strengthening governance functions and making the Company more financially resilient, he has played acentral role in strengthening the management foundation and realizing growth strategies for the Company through such
efforts as establishing a stance regarding the stock market, promoting M&A, and reforming the management structure.
Moreover, while performing bold and active business execution, since his appointment as Director, he has deepened
discussions on growth strategy by strengthening the sharing of information between execution and supervision of theCompany, and by utilizing his abundant experience and achievements, he contributed to strengthening the decision
making function of the Board of Directors.
The Nominating Committee of the Company has again nominated him as a candidate for Director in light of his
contributions to the Company.

- 13 -

No.9 Wee Siew Kim(Re-Appointment)
Date of birth
Number of shares of the Company held
Number of years in officeAttendance in fiscal 2023

August 19, 1960
100,000
2 years (at the conclusion of this General Meeting of Shareholders)
Board of Directors meeting:
9 of 9 meetings

Past experience and positions
May 2002
Deputy CEO, Singapore Technologies Engineering Ltd.
August 2009
Group CEO, Nipsea Management Company Pte. Ltd.
April 2013
Independent Director, Mapletree Logistics Trust Management Ltd.
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)
March 2022
Director, the Company (current)
April 2022
Director, Nippon Paint Holdings SG Pte. Ltd. (current)
Significant concurrent positions outside the Company
Group CEO, NIPSEA Group
Director, Nippon Paint Holdings SG Pte. Ltd.
Director, DuluxGroup Limited
Independent Director, SIA Engineering Company Limited
Independent Director, Singapore Telecommunications Limited

Reason for selection as a candidate for Director
Wee Siew Kim held the position of Deputy CEO at Singapore Technologies Engineering, an aerospace and defense
engineering company, where he engaged in corporate management. In 2009, he joined the Nippon Paint Group, where
he has contributed to the growth of the Asia business into a core business of the Company. Since 2021, he has led theexecution of operations as Representative Executive Officer & Co-President of the Company.
He has led efforts in not only strengthening governance functions and the financial base, but also in the strengtheningof the corporate management foundation and global business operations, which includes improving the profitability ofbusiness in Japan and overseas, promoting M&A, and reforming the corporate management structure. Moreover, inconjunction with his efforts to engage in aggressive and bold business execution, since holding the position of
Director, he has deepened discussions on growth strategies by strengthening the sharing of information to promote a
bridge between execution and supervision while using his abundant experience and achievements to contribute tostrengthening the decision making function of the Board of Directors.
The Nominating Committee of the Company has again nominated him as a candidate for Director in light of his
contributions to the Company.

- 14 -

Notes:1. There are no special interests between the Company and Hisashi Hara, Peter M Kirby, Lim Hwee Hua, Masataka Mitsuhashi,
Toshio Morohoshi, Masayoshi Nakamura, Yuichiro Wakatsuki or Wee Siew Kim.
2. Within the past ten years, Goh Hup Jin has served as Director at Nipsea International Limited, Nipsea Holdings International
Ltd., Rainbow Light Limited and Epimetheus Limited, and Managing Director at Wuthelam Holdings Ltd. These are the parent
company of the Company.
3. The Company concluded an agreement with Hisashi Hara, Peter M Kirby, Lim Hwee Hua, Masataka Mitsuhashi, Toshio
Morohoshi and Masayoshi Nakamura 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 liability limitation agreement. Furthermore,
the limit of liability for damages under this agreement is the minimum amount stipulated by laws and regulations.
4. The Company has entered into a contract of Directors and Officers Liability Insurance with an insurance agency, as provided
for in Article 430-3, paragraph (1) of the Companies Act. This insurance policy covers damages and expenses arising 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.
5. Hisashi Hara, Peter M Kirby, Lim Hwee Hua, Masataka Mitsuhashi, Toshio Morohoshi and Masayoshi Nakamura satisfy the“Independence Criteria for Outside Directors” of the Company and the requirements of Independent Directors as stipulated by
the Tokyo Stock Exchange. The Company registered them as Independent Directors as stipulated by the said Exchange. If this
proposal is approved, the Company will designate them as Independent Directors.
6. Skymark Airlines Inc., where Masataka Mitsuhashi has served as External Director since February 2020, received a business
improvement order and warning to the general safety manager’s duty (administrative guidance) from the Ministry of Land,
Infrastructure, Transport and Tourism (the “MLIT”) on February 7, 2023 in relation to an incident on December 25, 2022,
which was during Mr. Mitsuhashi’s term of office, involving a maintenance employee, untested for alcohol, who conducted
operations and other work related to maintenance in an intoxicated state. This company also received an administrative warning(administrative guidance) from the MLIT on September 5, 2023 in relation to the incident on June 19, 2023 in which anothermaintenance employee conducted operations related to maintenance without tested for alcohol. He was not aware of thesefacts until they came to light, but offered recommendations on a routine basis from the standpoint of compliance. After thesefacts 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.

- 15 -

(Reference)

Experience and skills of each Director

Goh Hup Jin

◎

◎

〇

2

Hisashi Hara

◎

◎

◎

3

Peter M Kirby

◎

◎

◎

〇

4

Lim Hwee Hua

〇

◎

◎

◎

5

Masataka Mitsuhashi

〇

◎

◎

◎

6

Toshio Morohoshi

◎

◎

〇

7

Masayoshi Nakamura

〇

◎

◎

◎

8

Yuichiro Wakatsuki

◎

◎

◎

9

Wee Siew Kim

◎

◎

◎

〇

Finance

Legal Affairs

IT / Digital

Manufacturing/Technology
/R&D

〇

1

Experience in
M&A

〇

Name

Experience inglobal business
operations

〇

No.

〇

Experience and skills
Experience incorporate
management◎- 16 -

〇

〇

〇

〇

◎

〇

〇

〇

◎

< Independence Criteria for Outside Director >1. The Company will determine that Outside Directors or candidates for Outside Directors are sufficiently
independent from the Company if they are found to satisfy all the requirements prescribed in the following
items as a result of a reasonable investigation by the Company.
(1) The person in question is not a controlling shareholder (Note 1) of the Company.
(2) The person in question is not an executive (Note 3), a director or an ex-member (Note 4) of the parent
company of the Company (Note 2).
(3) The person in question is not an executive or an ex-executive (Note 5) of the Company or any of 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:
1) A major shareholder of the Company (Note 7) or an executive of such a shareholder
2) A person whose major business partner is the Group (Note 8) or an executive of such a person
3) A major business partner of the Group (Note 9) or an executive of such a business partner
4) A person belonging to an audit corporation that conducts statutory audits of the Group
5) A person who receives a significant amount (Note 10) of money, etc. from the Group, in addition to
remuneration of Officers
6) An 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.

- 17 -

Business Report (January 1, 2023 – December 31, 2023)
1. Matters Concerning Current Status of Corporate Group(1) Business activities and results
During the fiscal year ended December 31, 2023, Nippon Paint Group saw a 10.2% rise in consolidated
revenue from the previous year to 1,442,574 million yen. This increase primarily resulted from thenormalization of economic activities in the decorative paints business in China, a principal area of businessfor Nippon Paint Group, subsequent to the lifting of lockdowns and pandemic-related limitations.
Additionally, consolidated operating profit surged by 50.8% to 168,745 million yen. This increase wasmainly due to the enhanced gross profit margin, propelled by the positive effects of the flow-through ofprice increases and the absence of credit loss provision in China, which was recorded in the previous year.
Consolidated profit before tax saw a 54.6% increase to 161,500 million yen. Furthermore, profit attributableto owners of parent surged by 49.2% to 118,476 million yen.
*DuluxGroup Limited is an Australian company that owns the Dulux® trademark only in Australia, New
Zealand, Papua New Guinea, Samoa and Fiji. DuluxGroup Limited is not associated with, and has noconnection to, the owners of the Dulux® trademark in any other countries, nor does it sell Dulux® products
in any other countries.
Segment results
Japan
Revenue for automotive coatings increased from the previous year, mainly attributed to the continued
recovery in automobile production. Revenue for industrial coatings remained steady despite the flowthrough of price increases, owing to softer market conditions compared to a year ago. Revenue fordecorative paints increased from the previous year due to the flow-through of price increases. This growthoccurred despite the impact of consumer spending restraint and the sift in demand to economy products inreaction to inflation.
Consequently, there was an 8.3% increase in consolidated revenue from the previous year to 201,493 million
yen, while consolidated operating profit increased by 261.9% to 19,165 million yen.
NIPSEA
Revenue for automotive coatings increased from the previous year, attributed partly to the market sharegains at automobile manufacturers and automotive parts manufacturers, which partially offset the sluggish
automobile production, particularly among Japanese automobile manufacturers amid the expanding electricvehicle market. Decorative paints revenue saw an increase driven by the normalization of economic
activities in China post-lockdowns, sustained demand for repainting interiors of existing homes in China,
and the flow-through of price increases in key markets such as Singapore, Malaysia, and Indonesia.

- 18 -

Consequently, consolidated revenue increased by 8.9% from the previous year to 771,518 million yen, andconsolidated operating profit rose by 51.8% to 110,385 million yen.
DuluxGroupThe earnings of DP JUB delniška družba pooblaščenka d.d. have begun contributing to the full-year results.
The increase in revenue from decorative paints was driven by the flow-through of price increases in the
Pacific and Europe, overcoming weaker consumer demand influenced by interest rate hikes. Moreover,revenue in the adjacencies business exceeded last year’s figures, propelled by the flow-through of pricehikes in the Pacific region, even amid slow ETICS (External Thermal Insulation Composite Systems) sales
due to decreased government incentives in Europe.
Consequently, consolidated revenue saw a 14.4% rise from the previous year, reaching 360,398 million yen,while consolidated operating profit climbed by 16.7% to 34,619 million yen.
Americas
Automotive coatings revenue saw a rise over the last year, fueled by a rebound in car manufacturing in the
United States, a key area for the automotive coatings industry, particularly among Japanese automobile
manufacturers and the flow-through of price increases. Revenue for decorative paints remained unchanged,
attributed to the economic slowdown and housing market deceleration in the United States, as well as
adverse weather conditions in California.
As a result, consolidated revenue increased by 9.7% from the previous year to 109,164 million yen.
Consolidated operating profit decreased by 11.5% to 7,149 million yen, primarily due to the absence of again on the sale of fixed assets recorded in the previous year.

(2) Capital investments
Total capital investments made during the fiscal year ended December 31, 2023 amounted to 49.8 billion
yen, mainly for the reinforcement of production facilities. The amount of capital investments by segment
are as follows:
Segment
Japan
NIPSEA
DuluxGroup
AmericasAmount (Million yen)
6,657
20,184
18,881
4,129(Note) The capital investment fot the holdings company is 11 million yen.

(3) Financing
In addition to funding for the acquisitions of Nippon Paint (India) Private Limited and Berger Nippon Paint
Automotive Coatings Private Limited, which are Indian-based paint manufacturers, and Alina Group, which
is a Kazakhstan-based manufacturer and seller of dry-mix mortars, paint and coatings, etc., the Company
borrowed 113 billion yen, including funds to secure short-term liquidity for the current period.

- 19 -

(4) Important reorganization
At the Company’s Board of Directors meeting held on August 29, 2023, the Company has approved theacquisition of shares of Nippon Paint (India) Private Limited and Berger Nippon Paint Automotive
Coatings Private Limited as subsidiaries, which are Indian-based paint manufacturers. The Company hasentered into a Master Agreement and a Share Purchase Agreement involving the Acquisition on the sameday.
(5) Parent companies
Company name

Attribute

Nipsea International LimitedNipsea Holdings International Ltd.
Wuthelam Holdings Ltd.
Rainbow Light Limited
Epimetheus Limited

Parent company
Parent company
Parent company
Parent company
Parent company

Percentage of voting rights held (%)
DirectIndirect
Total
55.07
0
55.07
0
55.07
55.07
0
55.07
55.07
0
55.07
55.07
0
55.07
55.07

(Note) 1. Percentage of voting rights held is calculated exclusive of 21,879,817 treasury shares.
2. Fraser (HK) Limited, a subsidiary of a company (W (BVI) Holdings Limited) whose majority voting
rights are held by the Company’s Director Mr. Goh Hup Jin on his own account, holds 3.62% of theCompany’s shares (percentage of voting rights held; calculated exclusive of 21,879,817 treasury shares),and said company therefore constitutes an affiliated party.

(6) Principal locations and significant subsidiary companies
1)2)

Principal locations
Tokyo Head OfficeChuo-ku, Tokyo

Osaka Head OfficeOsaka-shi, Osaka

Significant subsidiary companies

Company nameJapan
Nippon Paint Automotive Coatings Co.,
Ltd.
Nippon Paint Industrial Coatings Co.,
Ltd.
Nippon Paint Co., Ltd.
Nippon Paint Surf Chemicals Co., Ltd.

Equityownership(%)(Note)

Principal lines of business

Hirakata-shi, Osaka

100.0

Manufacture and sale of paintShinagawa-ku, Tokyo

100.0

Manufacture and sale of paintShinagawa-ku, Tokyo

100.0

Shinagawa-ku, Tokyo

100.0

Manufacture and sale of paint
Manufacture and sale of surface
treatment agents
Manufacture and sale of paint
Sale of paint and raw materials
Business support for domestic
group companies

Location

Nippon Paint Marine Coatings Co., Ltd. Osaka-shi, Osaka
Nippon Paint Materials Co., Ltd.
Osaka-shi, Osaka
Nippon Paint Corporate Solutions Co.,
Osaka-shi, OsakaLtd.

- 20 -

100.0
100.0
100.0

Overseas
Nippon Paint (China) Co., Ltd.
Guangzhou Nippon Paint Co., Ltd.
Nippon Paint (Chengdu) Co., Ltd.

China
China
China

100.0
100.0
100.0

Nippon Paint (H.K.) Company Limited

Hong Kong, China

100.0

Neave Limited

Hong Kong, China

100.0

Nippon Paint (Malaysia) Sdn. Bhd.
PT Nipsea Paint and Chemicals
Betek Boya ve Kimya Sanayi AnonimŞirketiNippon Paint (Singapore) Co., Pte. Ltd.

Malaysia
Indonesia

100.0
99.9

Turkey99.6

Singapore

100.0

Nippon Paint Holdings SG Pte. Ltd.

Singapore

100.0

Nippon Paint (Thailand) Company
LimitedThailand

100.0

Nipsea Chemical Co., Ltd.

South Korea

100.0

DuluxGroup Limited

Australia

100.0

Cromology Holding SAS

France100.0

DP JUB delniška družba pooblaščenka
Sloveniad.d.
Nippon Paint Automotive Americas, Inc. U.S.
Dunn-Edwards Corporation
U.S.

100.0
100.0
100.0

Manufacture and sale of paint
Manufacture and sale of paint
Manufacture and sale of paint
Sale of paint and supervision ofbusiness in the China region
Management and operation ofsubsidiary companies, and saleof paint
Manufacture and sale of paint
Manufacture and sale of paint
Manufacture and sale of paintand paint-related products
Manufacture and sale of paintSupervision of business in the
Asia region
Manufacture and sale of paint
Manufacture and sale of surface
treatment agents
Manufacture and sale of paintand paint-related products
Manufacture and sale of paintand paint-related products
Manufacture and sale of paintand paint-related products
Manufacture and sale of paint
Manufacture and sale of paint(Note) The equity ownership includes indirect holdings through subsidiary companies.

(7) Principal businessNippon Paint Group’s principal businesses are the paint and coatings business which manufactures andsells automotive coatings, decorative paints, industrial coatings, fine chemicals, and other paints, and thepaint related business which manufactures and sells paint-related products such as adhesives. As of
December 31, 2023, the Company had 237 consolidated subsidiary companies and 8 equity-method
affiliates.

- 21 -

(8) Employees
Segment

Number of employees

Japan
NIPSEA
DuluxGroup
Americas
the Company
Total

3,433
20,444
8,066
2,396
54
34,393

Increase (Decrease) fromthe end of the previous
period
-179
+625
+215
-34
+3
+630

(Note) The number of employees is the number of full-time employees (excluding those transferred from the Group to
outside the Group and including those transferred from outside the Group to the Group).

(9) Major creditors
Creditors

Balance of borrowings(Million yen)
268,375
240,018

MUFG Bank, Ltd.
Sumitomo Mitsui Banking Corporation(10) Issues to be addressed(Medium- and long-term issues)
The Company is in the process of formulating a Medium- and long-term management plan with this fiscal
year (ending December 31, 2024) as the first year and the target year ending December 31, 2026, which
will be announced on the Company's website (https://www.nipponpaint-holdings.com/) in April 2024. The
Group's future management policy, including medium- and long-term issues, will be included in theMedium-Term Plan.
(Current period issues)
In the fiscal year ending December 31, 2024, the global automotive market is expected to stay relatively
stable, showing no significant variation from the previous year. Meanwhile, a notable expansion is
forecasted for the decorative paints market supported by solid demand.
Nippon Paint Group will aim to reinforce the growth base of our existing operations while enhancing
profitability. This will be achieved by acquiring excellent talent and powerful brands through strategic
M&A activities, ultimately cementing our path towards sustainable growth. To realize these objectives, weplan to intensify our marketing efforts across various regions to sustain growth in the decorative paints
business and bolster the adjacencies business including adhesives. Additionally, we will strive for further
market share gains in every region and business area by promoting autonomous management at our Group
Partner Companies around the world.
Based on this outlook, we forecast consolidated revenue of 1,600,000 million yen, operating profit of
184,000 million yen, profit before tax of 174,000 million yen and profit attributable to owners of the parentof 124,000 million yen.

- 22 -

(11) Changes in assets and profit/loss
International Financial Reporting Standards (IFRS)
Item
Revenue (Million yen)
Operating profit (Million yen)
Profit before tax (Million yen)
Profit attributable to owners ofparent (Million yen)
Basic earnings per share (Yen)
Return on equity attributable toowners of parent
Total assets (Million yen)
Total equity (Million yen)
Equity attributable to owners ofparent per share (Yen)

195th(FY2020)

196th(FY2021)198th(Current period;
FY2023)
1,309,021
1,442,574
111,882
168,745
104,495
161,500

197th(FY2022)772,560
87,59489,443

998,276
87,61586,46743,921

67,56979,418118,476

27.38

29.41

33.82

50.45

7.8%

8.8%

7.5%

9.5%

1,614,580
699,002

1,955,083
968,694

2,442,340
1,155,358

2,713,341
1,368,104353.80408.61

489.19578.35(Notes) 1. The Company has adopted the International Financial Reporting Standards (IFRS) starting from the fiscal
year ended December 31, 2018.
2. Basic earnings per share is calculated by dividing profit attributable to owners of parent by the weighted
average number of common shares issued after adjustment to treasury shares during each fiscal year.
3. The Company conducted a 5-for-1 share split of common stock with an effective date of April 1, 2021.
Basic earnings per share and equity attributable to owners of parent per share are calculated as if thestock split had taken place at the beginning of the 195th fiscal year (FY2020).
4. The Group approved a resolution at the Board of Directors meeting on August 10, 2021 to dissolve andliquidate Nippon Paint (Europe) Ltd. (“NPE”), a consolidated subsidiary company of the Company. In
addition, the Group transferred to Isaac Newton Corporation, which is a member of the Wuthelam Group,
the shares in Nippon Paint (India) Private Limited (“NPI”) held by the Company, the shares in Nippon
Paint Automotive Europe GmbH held by NPE, and the shares in Berger Nippon Paint Automotive
Coatings Private Limited held by the Company’s consolidated subsidiary company Nippon Paint
Automotive Coatings Co., Ltd. on August 27, 2021. As a result, these businesses have been classified as
discontinued operations. Due to this, the amounts presented for revenue, operating profit, and profit
before tax for the 196th fiscal year (FY2021) are the amounts from continuing operations, excluding
discontinued operations. Accordingly, revenue, operating profit, and profit before tax for the 195th fiscal
year (FY2020) have been reclassified to the amounts for continuing operations excluding the amounts
for discontinued operations.

- 23 -

2. Matters concerning shares of the Company (As of December 31, 2023)(1) Total number of authorized shares

5,000,000,000 shares(2) Total number of issued shares

2,370,512,215 shares(3) Number of shareholders

16,833(4) Major shareholders
Name

Number of shares

Nipsea International Limited
The Master Trust Bank of Japan, Ltd. (Trust Account)
Fraser (HK) Limited
UBS AGLB SEG AC UNTRADABLE SHARES
Nippon Life Insurance Company
Custody Bank of Japan, Ltd. (Trust Account)
GOVERNMENT OF NORWAY
HSBC OVERSEAS NOMINEE (UK) LIMITED A/C PSJPHSBC - FUND SERVICES CLIENTS A/C 500
BNYM TREATY DTT 15

1,293,030,000
157,863,100
85,000,000
84,521,800
51,381,365
43,569,200
28,477,295
27,124,300
23,566,900
21,007,468

Shareholding ratio
(%)
55.05
6.72
3.61
3.59
2.18
1.85
1.21
1.15
1.00
0.89

(Notes) 1. The Company holds 21,879,817 shares of treasury stock and is excluded from the above list of major
shareholders.
2. The shareholding ratio is calculated exclusive of treasury shares.
3. Nipsea International Limited is a wholly owned subsidiary company of Wuthelam Holdings Limited, of
which Goh Hup Jin, Director of the Company, serves as Managing Director.
4. Fraser (HK) Limited is a subsidiary company of a company (W (BVI) Holdings Limited) whose majority
voting rights are held by Goh Hup Jin, Director of the Company, on his own account, and falls underaffiliated parties of the Company.

(5) Shares granted to the Company’s officers as compensation for execution of their duties during FY2023
Number of shares
Directors (excluding Outside Directors) and
Executive Officers
Outside Directors- 24 -

Number of grantees––

100,800

6

3. Matters concerning company officers(1) Names and other information regarding Directors (As of December 31, 2023)
Position and responsibilities in the
Company

Director, Chairman
Nominating Committee Member
Compensation Committee Member

Name

Goh Hup Jin

Outside Director
Hisashi Hara
Nominating Committee Chairperson
Outside Director
Peter M Kirby
Audit Committee Member
Outside Director
Compensation Committee
Chairperson

Lim Hwee Hua

Outside Director
Audit Committee Chairperson

Masataka Mitsuhashi

Outside Director
Nominating Committee Member
Audit Committee Member
Outside Director, Board Chair
Nominating Committee Member
Compensation Committee Member

Toshio Morohoshi

Significant concurrent positions outside theCompany
Director, Nipsea International Limited
Director, Nipsea Holdings International Ltd.
Managing Director, Wuthelam Holdings Ltd.
Director, Rainbow Light Limited
Director, Epimetheus Limited
Director, Nippon Paint Holdings SG Pte. Ltd.
Director, DuluxGroup Limited
Attorney

Independent Director, Jardine Cycle & Carriage
LimitedNon-Executive Independent Chairman, Japfa Ltd.
Independent Outside Director, JERA Co., Inc.
Certified Public Accountant
Audit & Supervisory Board Member (Outside),
FUJIFILM Holdings Corporation
External Director, Skymark Airlines Inc.
Auditor, Integral Corporation
Outside Director, T-Gaia Corporation

Masayoshi Nakamura

Director
Representative Executive Officer &Co-President

Yuichiro Wakatsuki

Director
Representative Executive Officer &Co-President

Wee Siew Kim

Director, Nippon Paint Holdings SG Pte. Ltd.
Director, DuluxGroup Limited
President, Representative Director, Nippon
Paint Corporate Solutions Co., Ltd.
Group CEO, NIPSEA Group
Director, Nippon Paint Holdings SG Pte. Ltd.
Director, DuluxGroup Limited
Independent Director, SIA Engineering
Company Limited
Independent Director, Singapore
Telecommunications Limited(Notes) 1. The Company has submitted notification to the Tokyo Stock Exchange that all Outside Directors havebeen designated as Independent Directors.
2. Director Masataka Mitsuhashi is a certified public accountant and has considerable knowledge of financeand accounting.
3. There are no special interests between the Company and any of Outside Directors.
4 There is no special relationship between other corporations where the Company’s Outside Directors holdconcurrent positions and the Company.
5. The Company does not appoint a full-time Audit Committee Member because the Audit Committee takes
the lead in conducting systematic audits in collaboration with the Audit Department, the internal audit
units and Audit & Supervisory Board Members of subsidiary companies, and the Accounting Auditor.
The Company has established the Audit Department as an organization to assist the duties of the Audit
Committee. The Audit Department serves as the secretariat of the Audit Committee, and conducts
investigation, analysis, and reports on matters subject to audits to assist the Audit Committee’s audit
activities under the Audit Committee’s direction.

- 25 -

(2) Names and other information regarding Executive Officers (As of December 31, 2023)
Positions

Name

Representative
Executive Officer & Co- Yuichiro Wakatsuki
President

Representative
Executive Officer & Co- Wee Siew Kim
President
Managing Executive
Officer and GC(Note)

Yuri Inoue

Responsibilities in the Company and significant concurrent
positions outside the Company
Director, Nippon Paint Holdings SG Pte. Ltd.
Director, DuluxGroup Limited
President, Representative Director, Nippon Paint Corporate
Solutions Co., Ltd.
Group CEO, NIPSEA Group
Director, Nippon Paint Holdings SG Pte. Ltd.
Director, DuluxGroup Limited
Independent Director, SIA Engineering Company Limited
Independent Director, Singapore Telecommunications
LimitedGeneral Manager of Legal Department, and in charge ofCorporate Governance Department

The information as of January 1, 2024 regarding Executive Officers remain from the above.

(3) Outline of the details of the Directors and Officers liability insurance contract
The Company has entered into a contract of Directors and Officers liability insurance with an insurance
agency, as provided for in Article 430-3, paragraph (1) of the Companies Act. The contract insures Directors,
Executive Officers, and Corporate Officers of the Company, as well as Directors, Audit & Supervisory
Board Members, and Executive Officers of the Company’s subsidiary companies. This insurance contract
covers damages and expenses arising from shareholder derivative suits, corporate suits and third-party suits
borne by the insured persons.
However, in order to ensure that the appropriateness of the execution of duties by the insured is not impaired,certain damages are excluded from coverage, such as compensation for illegal acquisition of private gains
or benefits, and damages resulting from other criminal acts.

- 26 -

(4) Total amount of Directors’ and Executive Officers’ executive compensation and other benefits
1)

Total amount of Directors’ and Executive Officers’ compensation for FY2023

Category

Total amountofcompensation(million yen)

Directors(excluding
OutsideDirectors)
Executive
Officers
OutsideDirectors
Total

Amount paid by type (million yen)
Short-termLong-term incentives
incentives
(LTI)
(STI)
Job-basedcompensation
PerformanceRestricted
Cashlinkedstock
compensationcompensationcompensation

Number of
persons

–

–

–

–

–

–

1,295
(506)

1,267
(478)

16
(16)

11
(11)

–

3

295

159

–

–

135

8

1,591
(801)

1,427
(637)

16
(16)

11
(11)

135

11

(Notes)
1. Directors, who concurrently serve as Executive Officers, are not included in the number of Directors because they
are not paid compensation as Directors.
2. The number of Directors excludes Director Goh Hup Jin who does not receive compensation.
3. S$7.5 million (789 million yen, by the average rate during FY2023) of Job-based compensation for Representative
Executive Officer & Co-President Wee Siew Kim was paid from the consolidated subsidiary company, Nippon
Paint Holdings SG Pte. Ltd. The figures in the total amount of compensation for Executive Officers and Total
categories indicate consolidated compensation (total amount of compensation paid by Nippon Paint Holdings Co.,
Ltd. and its subsidiaries), and the amount in parentheses is the total amount of compensation paid by Nippon Paint
Holdings Co., Ltd.
4. Job-based compensation includes allowances for committee memberships and other roles paid to Directors.
5. The amount of Performance-linked compensation is the total amount expensed in FY2023.
6. The amount of Long-term incentives is the total amount expensed in FY2023.

2)

Main activities of the Compensation Committee in FY2023
The Compensation Committee, chaired by an Independent Director, held 8 meetings during the period(from January to December 2023).
Chairperson
Chairperson
MemberMemberLim Hwee Hua
Takashi Tsutsui
Goh Hup Jin
Masayoshi Nakamura(Independent Director)(Independent Director)(Independent Director)

Attendance:
Attendance:
Attendance:
Attendance:

100% (5/5)
100% (3/3)
100% (7/7)
100% (7/7)

Notes:
1. Lim Hwee Hua was elected and appointed as a member of the Compensation Committee at the Board of Directors
meeting held on March 28, 2023. Her attendance at the Compensation Committee meetings following her
appointment is documented herein. Furthermore, Takashi Tsutsui resigned from his position as a Director upon the
conclusion of the 198th Annual General Meeting of Shareholders held on March 28, 2023. His attendance at theCompensation Committee meetings prior to his resignation as a Director is also documented herein.
2. One of the eight meetings of the Compensation Committee held during the period was solely for agenda items inwhich Mr. Goh Hup Jin and Masayoshi Nakamura had a special interest; therefore, they didn’t attend at this one
meeting.

- 27 -

The main activities carried out in FY2023 were:

Determination of the FY2023 compensation plan for Directors, excluding those who
concurrently serve as Executive Officers

Deliberation of the FY2023 performance evaluation and the FY2024 compensation plan for the
Representative Executive Officers & Co-PresidentsConfirmation of the evaluation and determination of compensation for the key management
teams of partner companies, by the Representative Executive Officers & Co-Presidents.

These were considered and determined by the Compensation Committee based on the [Compensation
Philosophy] and [Design Policies for Compensation of Representative Executive Officers & CoPresidents] as the policy for determining Directors’ and Executive officers’ compensation, under the
mission of [Maximization of Shareholder Value (MSV)] as described below.
[Maximization of Shareholder Value (MSV)]The Nippon Paint Group is a unique Japan-based global company with MSV as its sole mission. Basedon the Asset Assembler model, we seek to create wealth by maximizing the residual shareholder valuethat remains after fulfilling our obligations to customers, suppliers, employees, society, and otherstakeholders.
Fulfilling our obligations to each stakeholder group is the primary premise for MSV. Fulfillment of
obligations includes not only legal contracts but also social and ethical obligations, as well as theconcept of sustainability. MSV entails maximizing the residual value that remains after fulfilling
obligations to all stakeholders as a way of rewarding shareholders that make an investment with anawareness of the associated risks. A prerequisite is to fulfil those obligations to stakeholders that haveupper limits, and shareholder value will be the residual value that remains after fulfilling thoseobligations. MSV strictly pursues the maximization of medium- and long-term shareholder value,rather than short-term maximization.
[Compensation Philosophy](Overarching Principle)In order to implement MSV, to build a compensation plan that is transparent and satisfactory andto continue to provide appropriate motivation and incentives to key executives by implementing
individual treatment based on the plan.

(Guiding Principles)To be able to attract and keep management talent that excels at practicing MSV.
To be able to continuously provide motivation so that maximum potential can be encouraged
even under changing environments.

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

- 28 -

[Design Policies for the Compensation of the Representative Executive Officers & Co-Presidents]Compensation that contributes to MSVTotal compensation is commensurate with the performance of the Representative Executive
Officers & Co-Presidents



A compensation structure that promotes appropriate and decisive risk-taking

In addition, the Compensation Committee conducts the following activities to ensure objectivity,
rationality, and fairness in the process of evaluating the performance and determining thecompensation plans for Executive Officers, including the Representative Executive Officers & CoPresidents.
Timely invitation of the Representative Executive Officers & Co-Presidents to committee
meetings for their views on the performance evaluations and succession plans for Executive
Officers and the key management personnel of partner companies



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

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

Sharing the results of interviews with management team including Executive Officers, at themeeting of the Independent Directors and Audit Committee meetingsConsolidation of the Independent Directors’ opinions on the performance of the Executive
Officers and their expectations at the meeting of the Independent Directors.

Benchmarking on competitors and Japanese and overseas executive compensation trendsAppropriate disclosure of the policy for determining compensation and details of compensation
decided by the Compensation Committee

The individual compensation schemes of Executive Officers, including Representative Executive
Officers & Co-Presidents, for FY2023 were determined by the Compensation Committee after a seriesof deliberations based on the Compensation Philosophy through the aforementioned activities. The
Compensation Committee considers that the details of such decisions are appropriate and inaccordance with the policies for determining compensation.
In the same manner, the individual compensation of Directors for FY2023 were determined after
much deliberation based on the Compensation Philosophy, and the Compensation Committee
considers that the details of such decisions are appropriate and in accordance with the policies fordetermining compensation.

- 29 -

3)

Composition and calculation method of Directors’ and Executive Officers’ compensation for FY2023(a) Directors’ Compensation
Directors’ Compensation is composed of “Job-based compensation,” “Allowances for committee
memberships and other roles,” and “Long-term incentives.”
Directors who concurrently serve as Executive Officers do not receive compensation as Directors.
Fixed compensation〇Job-based compensation: Base Salary (BS) Cash salaries are paid as fixed salaries to attract and retain excellent personnel suitable forsupervising the management of our globally expanding Group, taking into account social
conditions, comparisons with competitors, market standards, and other factors.
〇Allowances for committee memberships and other roles
 Cash benefits are paid for the roles of the chairperson and members of the Nominating,Compensation and Audit Committees and special committees, as well as for the role of the Lead
Independent Director and other positions
Variable compensation〇Long-term incentives (LTI) The Company’s Directors are involved not only in management supervision but also inimportant decision-making, including corporate acquisitions, bearing responsibilities from along-term perspective, and with the aim of compensation based on these, Directors are granted
restricted stock to provide incentives to promote the Company’s MSV mission and to further
promote value sharing with shareholders.
 The Company’s shares equivalent to an amount determined by the ratio established relative tojob-based compensation
 The basic ratio of the base amount of “job-based compensation” to “long-term incentives” is
1:1.
 Selling restricted stock during the term of office is not permitted.
 From the perspective of medium- to long-term soundness, from FY2021, Malus and Clawback
clauses regarding the lifting of transfer restrictions were established.
(b) Representative Executive Officers & Co-Presidents’ Compensation
In order to encourage suitable and decisive risk-taking in realizing MSV, compensation for
Representative Executive Officers & Co-Presidents’ Compensation has been based on acomprehensive evaluation of the previous fiscal year’s performance from financial and nonfinancial perspectives, and after the total amount of compensation for the current fiscal year isdetermined from the ground up, the optimal mix of cash and stock compensation is determinedeach fiscal year.
Specifically, both financial aspects, such as revenue, current profit growth rate, and superiority of
MSV indicators (EPS, PER) compared to competitors, and non-financial aspects, such as systemdevelopment and initiatives aimed at further realizing MSV, are evaluated in a cross-sectionalmanner. After determining the total amount of compensation, taking into account the actual stateof president’s compensation in competitors and major domestic corporations, the level andcomposition of compensation in the country of origin, and the continuity with existing
compensation, the optimal ratio of cash and stock compensation is determined to create acompensation level and composition that maintain motivation and incentivize the Representative
Executive Officers & Co-Presidents responsible for the realization of MSV.

- 30 -

As a result of much deliberation by the Compensation Committee based on the aforementioned
comprehensive evaluation, the total amount of FY2023 compensation for Representative
Executive Officer and Co-President Wee Siew Kim was the same as the previous fiscal year basedon the assessment that his motivation had been optimally maintained for realizing MSV. And it
was determined the total compensation was cash compensation. (The compensation for
Representative Executive Officer & Co-President Wee Siew Kim is paid from Nippon Paint
Holdings SG Pte. Ltd.)In light of the balance of compensation under the Co-President structure, as an incentive forfurther leaps, it was determined that total FY2023 compensation for Representative Executive
Officer and Co-President Yuichiro Wakatsuki was increased from the previous year’s totalcompensation and all cash compensation.
Entire amounts of compensations are variable
Total compensations for the current fiscal year are determined by linking them tothe comprehensive performance evaluation for the previous fiscal year
Total compensations for the following fiscal year are redefined each fiscal
year from the ground up after a comprehensive evaluation of the previous
performance from financial and non-financial perspectives, and thecomposition of cash and stock compensation is also reviewed each time.
Key evaluation items for the comprehensive evaluation
 Maximizing EPS and PER toward achieving MSV
 Improving earnings in the Japanese and overseas businesses
 Progress with the M&A strategy
 Establishing a sound stance in the stock market
 Risk management in the Nippon Paint Group Transformation of our corporate culture Transformation of management structure Strengthening the governance structure and the internal control system,
including the Board of Directors(c) Executive Officers’ Compensation
Executive Officers’ Compensation, excluding the Representative Executive Officers & CoPresidents, is composed of “Job-based compensation,” “Performance-linked compensation,” and“Long-term incentives.”
Based on the proposal from the Representative Executive Officers & Co-Presidents regarding thelevel and composition of compensation, the Compensation Committee has deliberated anddetermined the appropriateness of the proposal in accordance with the “Compensation
Philosophy.”- 31 -

Fixed compensation〇Job-based compensation: Base Salary (BS) Fixed salaries are paid in cash to retain and acquire management talent,taking into consideration social conditions, comparisons with competitors,
market standards, and other factors.
Variable compensation〇Performance-linked compensation: Short-Term Incentives (STI) Based on the comprehensive evaluation proposal from the Representative
Executive Officers & Co-Presidents in the key evaluation items for eachindividual responsibilities, the Compensation Committee determines theamount to be paid within a range of 0% to 200% of the standard amount foreach position and responsibilities, after deliberating on the appropriateness ofthe proposal.
〇Long-term incentives (LTI) Based on an evaluation of the contribution to improving Nippon Paint Group’s
sustainability, the Compensation Committee determines the amount to be paid
within a range of 50% to 150% of the standard amount based on position andresponsibility, after deliberating on the appropriateness of the proposal fromthe Representative Executive Officers & Co-Presidents.
 Cash compensation to be paid in thirds over three years for each fiscal year(d) Calculation of Performance-linked compensation and Long-term incentives in Executive Officers’
compensation〇Performance-linked compensation
The individual Performance-linked compensation for FY2023 performance of Executive Officers,
excluding the Representative Executive Officers & Co-Presidents, will be decided at theCompensation Committee meeting to be held after the financial results for the fiscal year ended
December 31, 2023 are finalized, based on the comprehensive evaluation of key evaluation items
for the individual responsibility by the Representative Executive Officers & Co-Presidents.

Key evaluation items and criteria for achievements
 Advancement of the global governance structure Strengthening risk management and internal controls, including
compliance Promoting sustainability strategies
 Promoting human resource development and D&I (Diversity &Inclusion) activities

Evaluation factor
range

0% - 200%〇Long-term incentives
The individual Long-term incentive compensation for FY2023 for Executive Officers, excluding
the Representative Executive Officers & Co-Presidents, will be decided at the Compensation
Committee meeting to be held after the financial results for the fiscal year ended December 31,
2023 are finalized, based on a comprehensive evaluation by the Representative Executive Officers& Co-Presidents regarding the contribution to Nippon Paint Group’s sustainability and total
optimization according to individual responsibilities.

- 32 -

(5) Method of determination and details of the policy for determining Directors’ and Executive Officers’
compensation
1)

Policy for determining Directors’ and Executive Officers’ compensation for FY2024
Compensation for the Representative Executive Officers & Co-Presidents and the Executive Officers
will be decided at the Compensation Committee meeting to be held after the financial results for the
fiscal year ended December 31, 2023 and compensation for the Directors will be decided at theCompensation Committee meeting to be held after the Annual General Meeting of Shareholders on
March 27, 2024.
In making these decisions, as stated in the “Compensation Philosophy” and “Design Policies for theCompensation of the Representative Executive Officers & Co-Presidents”, compensation mustencourage and continuously motivate each executive to maximize his or her ability to realize MSV. At
the same time, it must be globally competitive and in line with the current status and direction of theCompany, while taking objective and professional information into consideration. The Compensation
Committee is continually conducting research and studies on these matters and discussing fair andreasonable compensation that is accountable to all stakeholders.

2)Composition and calculation method of Directors’ and Executive Officers’ compensation for FY2024(a) Directors’ Compensation
Directors’ Compensation will be decided at a meeting of the Compensation Committee following
the Annual General Meeting of Shareholders on March 27, 2024.
(b) Representative Executive Officers & Co-Presidents’ Compensation
Representative Executive Officers & Co-Presidents’ Compensation will be decided at a meetingof the Compensation Committee to be held after the financial results for the fiscal year ended
December 31, 2023 are finalized.
(c) Executive Officers' Compensation
Compensation for Executive Officers excluding Representative Executive Officers & CoPresidents will be decided at a meeting of the Compensation Committee to be held after thefinancial results for the fiscal year ended December 31, 2023 are finalized.

(6) Matters concerning outside officers
1)

Summary of details of limited liability agreement
Pursuant to Article 427, paragraph (1) of the Companies Act and Article 24, paragraph 2 of theCompany’s Articles of Incorporation, the Company has entered into agreements with Outside
Directors of the Company, to limit their liability for damages under Article 423, paragraph (1) of theCompanies Act. The maximum amount of liability for damages under these agreements is theminimum liability amount provided for under laws and regulations.

2)

Number of Outside Directors’ attendance at Board of Directors meetings, Committee and othermeetings, and status of activities- 33 -Name
Hisashi Hara

Attendance
Board of Directors
Nominating CommitteePeter M Kirby

Board of Directors
Audit Committee

Lim Hwee Hua Board of Directors
Compensation
Committee

Masataka
Mitsuhashi

Board of Directors
Audit Committee

ToshioMorohoshi

Board of Directors
Nominating Committee
Audit Committee

9 of 9meetings
6 of 6
meetings

9 of 9meetings
5 of 5
meetings

9 of 9meetings
5 of 5
meetings

9 of 9meetings
8 of 8
meetings

9 of 9meetings
6 of 6
meetings
8 of 8
meetings- 34 -

Activities and duties performed by Outside Directors
regarding their expected role
From a wide range of perspectives as an attorney, heoffered appropriate and objective opinions andadvice to management team in various discussions
on the Board of Directors regarding M&A deals,
corporate governance, and other matters, aiming forthe realization of the management strategy. In
addition, he has led the nominating process for thecomposition of the Board of Directors and theexecutive structure as Nominating Committee
Chairperson.
He has actively contributed to group strategy,international growth, operational improvement andthe development of human resources on the Board of
Directors. In addition, as a member of the Audit
Committee, he has provided advice on risk
reduction, governance and operational control.
Based on her broad network and her abundantinsight and experience in investment andstewardship, she has fulfilled her responsibilities by
providing pertinent advice on business strategy andexecution relating to investment projects whilebringing up new propositions on the Board of
Directors. Moreover, as Compensation Committee
Chairperson, she has led the executive compensation
decision process that contributed to Maximizing
Shareholder Value.
Using his expert and global insight and experience
concerning finance and accounting, ESG,
sustainability and risk management, he provided
opinions and appropriate advice to management
team on the Board of Directors. Moreover, as Audit
Committee Chairperson, he has led discussions with
the Accounting Auditor and the local accounting
auditors in charge of the financial auditing ofoverseas partner companies, while establishing theframework of “Audit on Audit,” and he madeproposals to management team on strengthening
group governance and other matters.
Using his corporate management experience at
global companies, he provided pertinent advice
regarding the establishment of IT strategies while
instigating and supervising the execution of postmerger integration on the Board of Directors. In
addition, as a member of the Nominating Committee
and the Audit Committee, he has successfully
performed his role by advising the composition of
the Board of Directors, the executive structure
design as well as specifying risk factors related to
global business among others.

Name
Masayoshi
Nakamura

Attendance
Board of Directors
Nominating Committee
Compensation
Committee

9 of 9meetings
6 of 6
meetings
7 of 7
meetings

Activities and duties performed by Outside Directors
regarding their expected role
As the Board Chair, he has contributed to improving
the effectiveness of the Board of Directors, being
instrumental in deepening discussions througheffective facilitation. Also, he has played acomprehensive role in keeping the Board of
Directors connected with the respective committees
in addition to compiling the views of the
Independent Directors as the Lead Independent
Director and providing advice to management team.
In addition, he fulfilled his role as a member of theNominating Committee and the Compensation
Committee, by designing the composition of theBoard of Directors, as well as the executive structure
and the compensation thereof, among other matters.

(Note) 1. Peter M Kirby and Lim Hwee Hua were elected and appointed as members of the Audit Committee
and the Compensation Committee, respectively, at the Board of Directors meeting held on March 28,
2023. The table above shows their attendance at the meetings of the Audit Committee andCompensation Committee held after their appointment, respectively.
2. One of the eight meetings of the Compensation Committee held during the period was solely for
agenda items in which Masayoshi Nakamura had a special interest; therefore, he didn’t attend at thisone meeting.

- 35 -

4. Accounting Auditor(1) Name
KPMG AZSA LLC
Names of certified public accountants and their number of continuous audit years are as follows.
Names of certified public accountants who implemented auditing
services for the Company
Kenta Tsujii, Designated Engagement Partner
Shimpei Takeshita, Designated Engagement Partner
Hiroshi Kubota, Designated Engagement Partner

Number of continuous audit years
related to the Company
1 accounting period
6 accounting periods
2 accounting periods(2) Amount of remuneration(Million yen)
Item1) Amount to be paid by the Company
2) Total of money and other economic benefits to be paid by theCompany and its subsidiary companies

Amount108
171(Notes) 1. The Audit Committee confirmed the performance of duties by the Accounting Auditor in the past fiscal
years and the appropriateness of the content of the audit plan, audit procedures and auditing framework,
the number of audit days, and the calculation basis for the estimated amount of remuneration. As a result,the Audit Committee has determined that the remuneration and others of the Accounting Auditor isappropriate and has given its consent as provided for in Article 399, paragraph (1) of the Companies Act.
2. The audit engagement agreement entered into by the Accounting Auditor and the Company does notmake a distinction between remuneration and others for audit under the Companies Act and for audit
under the Financial Instruments and Exchange Act, and both are also substantially indistinguishable.
Accordingly, the total amount is stated in the amount 1) above to be paid for these services.
3. In addition to the remuneration for the audit for the current period, the Company paid an additional
remuneration of 6 million yen to the Accounting Auditor for the audit of the previous period.

(3) Non-auditing services
There is no relevant information.
(4) Status of audits of financial statements of the Company’s subsidiary companies by certified public
accountants or audit corporations other than the Company’s Accounting Auditor
Among the Company’s significant subsidiary companies, some overseas subsidiary companies are audited
by certified public accountants or auditing corporations (including those with equivalent qualifications in
the respective country) other than the Company’s Accounting Auditor.
(5) Policy on decisions of dismissal or non-reappointment of accounting auditor
If the Accounting Auditor is recognized to have fallen under any of the items in Article 340, paragraph (1)of the Companies Act, the Audit Committee shall dismiss the Accounting Auditor by the unanimous consent
of all Audit Committee Members.
In addition, if the Audit Committee finds that there are issues preventing the Accounting Auditor fromexecuting its proper duties, or if it recognizes that it is necessary to change the Accounting Auditor in order- 36 -

to further enhance the appropriateness of the audit, then it shall determine the content of a proposal related
to the dismissal or non-reappointment of the Accounting Auditor to be submitted at the General Meetingof Shareholders.

5. Corporate governance(1) Basic approach to corporate governance
The Company has adopted a Company with Three Committees (Nominating, Compensation and Audit) as
its governance structure. This structure aims to improve the transparency, objectivity and fairness ofmanagement, as well as to separate and strengthen the supervision of functions of business execution andsupervision of management.
In addition, the Company, based on its “Purpose,” which defines shared identity of Nippon Paint Group,
and its “Business Philosophy,” which sets the Group’s guidelines, shall promote its business and engage inongoing efforts to enhance and strengthen its corporate governance, and thereby will realize Maximizationof Shareholder Value as its sole mission.
(2) Board of Directors
Number of the Board of Directors meetings in FY2023: 9 meetings
The Board of Directors has advanced delegating a substantial authority to make important businessexecution decisions to Executive Officers, while working to separate and strengthen the supervision ofmanagement and business execution functions in order to improve the transparency, objectivity and fairnessof management.
In addition, when conducting transactions with the Wuthelam Group, a controlling shareholder of theCompany, the Company ensures appropriate involvement and supervision by the Independent Directors,
such as obtaining approval at the Board of Directors with a majority of Independent Directors from theviewpoint of protecting interests of minority shareholders. In addition, the Company has a structure inwhich the Lead Independent Director, who is independent of controlling shareholders and other affiliatedparties, serves as Board Chair to ensure that the opinions of stakeholders such as minority shareholders areappropriately reflected in the Board of Directors and to further strengthen the function to supervise businessexecution.

- 37 -

(3) Overview of the Committees<Nominating Committee>
Role of the Committee

Decisions on proposals regarding the election and dismissal of Directors tobe submitted to the General Meeting of Shareholders, discussions about
succession plans for Directors based on advice from the Board of Directors,
appointments and dismissals of the Representative Executive Officer andPresident and other Executive Officers, and submission of opinions about
the succession plan and other proposals.

Chairperson

Independent Directors

Committee Members

4 persons (majority of Independent Directors)

Number of Meetings

6 meetings<Compensation Committee>
Role of the Committee

Establishment of policies for determining the compensation of individual
Directors and Executive Officers, and decisions about compensation for
individuals and other matters

Chairperson

Independent Directors

Committee Members

3 persons (majority of Independent Directors)

Number of Meetings

8 meetings<Audit Committee>
Role of the Committee

Conduct audits on the execution of duties by Directors and Executive
Officers, prepare audit reports, and determine proposals regarding theelection, dismissal and non-reappointment of the Accounting Auditor to besubmitted to the General Meeting of Shareholders

Chairperson

Independent Directors

Committee Members

3 persons (majority of Independent Directors)

Number of Meetings

8 metings(4) Overview of Board Effectiveness Evaluation
For FY2023, led by the Board Chair of the Board of Directors and the Chairperson of the Nominating
Committee, we evaluated the effectiveness through extensive discussions at the Board of Directors
meetings, based on the results of a questionnaire targeting all Directors and Executive Officers.
Using the questionnaire, each Director evaluated the composition of the Board of Directors, pre-meeting
preparations, operations, quality of deliberations, Director's contributions, the monitoring structure for the
management team, the composition of each committee, and other matters. We then held discussions at theBoard of Directors meetings based on these results.
Based on the evaluation results, it was evaluated that the effectiveness of our Board of Directors is generally
maintained.
In specifics, we addressed the three issues identified through FY2022 Board Effectiveness Evaluation,
namely (1) Upgrading operation of the Board of Directors, (2) Contributions of Independent Directors, and- 38 -

(3) Engagement in succession planning. It was worth noting that, regarding the sophistication of theoperation of the Board of Directors, we narrowed down the agenda items and strategically set themthroughout the year. As a result, the proportion of deliberation on medium to long-term management
strategies and others matters has increased, enhancing the quality of the Board’s discussion.
Meanwhile, we have identified the following 4 issues requiring stronger initiatives for FY2024: (1)Enrichment of discussion on growth strategy, (2) Improvement of the operational efficiency of the Boardof Directors meetings, (3) Thorough engagement in succession planning and (4) Further fine-tuning of the“Audit on Audit” framework.
Given such results, our Board of Directors is continuing to strive to improve its effectiveness in order toachieve sustainable “Maximization of Shareholder Value”.
Furthermore, we will consider evaluations by a third party as necessary going forward.
(5) Corporate Governance Structure
An overview of the Company’s corporate governance and details of the system are available on the
Company’s website below.
https://www.nipponpaint-holdings.com/en/sustainability/governance/cg/(Note)

In principle, amounts, numbers of shares, and percentage shown in this Business Report are rounded down to
the nearest whole unit.

- 39 -

Consolidated Financial Statements
Consolidated Statement of Financial Position (As of December 31, 2023)(Million yen)
Item
AssetsCurrent assets
Cash and cash equivalents
Inventories
Trade and other receivables
Other financial assets
Other current assets
Subtotal
Assets held for sale
Total current assets
Non-current assets
Property, plant and equipment
Goodwill
Other intangible assets
Investments accounted for using
equity method
Other financial assets
Other non-current assets
Deferred tax assets
Total non-current assets

Total assets

Amount289,647

Item

AmountLiabilities and equity
Liabilities
Current liabilities

175,617

Trade and other payables

262,152

317,940
84,14622,005889,357
199
889,557

Bonds and borrowings
Other financial liabilities
Income taxes payable
Provisions
Other current liabilities
Total current liabilities
Non-current liabilities
Bonds and borrowings
Other financial liabilities
Retirement benefit liability
Provisions
Other non-current liabilities
Deferred tax liabilities
Total non-current liabilities
Total liabilities
EquityShare capital
Treasury shares
Retained earnings
Other components of equity
Total equity attributable toowners of parent
Non-controlling interests
Total equity

55,995
21,908
14,7704,310
78,564
437,701

409,984
897,751
430,763
28,19835,161
14,381
7,543
1,823,784

2,713,341

Total liabilities and equity- 40 -

683,771
96,48017,130
1,366
6,073
102,714907,536
1,345,237
671,432(6,049)351,205
341,721
1,358,310
9,793
1,368,104
2,713,341

Consolidated Statements of Profit or Loss (From January 1, 2023 to December 31, 2023)(Million yen)
Item

AmountRevenue
Cost of sales
Gross profit
Selling, general and administrative expenses
Other income
Other expenses

1,442,574(866,449)
576,124(420,247)
16,668(3,800)Operating profit
Finance income
Finance costs
Share of profit (loss) of investments
accounted for using equity method

168,745
6,950(14,397)

Profit before tax
Income taxes
Profit161,500(42,502)
118,997

201

Profit attributable to
Owners of parent
Non-controlling interests

118,476
521

Profit118,997- 41 -

Non-consolidated Financial Statements
Non-consolidated Balance Sheet (As of December 31, 2023)(Million yen)
AssetsLiabilities

Item

Amount103,798

Cash and deposits

85,919Accounts receivable - other

10,574

Other
Non-current assets
Property, plant and equipment
Buildings
Other
Intangible assets
Other

7,125
2,137,994
290
218
71
14
14

Current assets

Investments and other assets
Investment securities
Shares of subsidiaries and associates
Other

Total assets

2,137,689
8,137
2,129,226
325

2,241,792

Item
Current liabilities
Deposits received from subsidiaries
and associates
Current portion of long-termborrowings
Other
Non-current liabilities
Long-term borrowings
Deferred assets and liabilities
Other
Total liabilities
Net assets

Amount69,236

Shareholders’ equity
Share capital
Capital surplus
Legal capital surplus
Other capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
Retained earnings brought
forwardTreasury shares
Valuation and translation adjustments
Valuation difference on availablefor-sale securities
Share acquisition rights

1,486,378
671,432
671,159
670,904
254
149,754
3,995
145,758

Total net assets
Total liabilities and net assets

1,488,857
2,241,792- 42 -

13,31355,000922
683,699
683,000682
17
752,935

145,758(5,967)
2,404
2,404
73

Non-consolidated Statement of Income (From January 1, 2023 to December 31, 2023)(Million yen)
Item

AmountOperating revenue
Dividends from subsidiaries and associates
Outsourcing Revenue

20,94530

20,975

Operating expenses

2,987

Operating profit
Non-operating income
Dividend income
Foreign exchange gains
Gains on derivative investments
Settlement income
Other
Non-operating expenses
Interest expenses
Other
Ordinary profit

17,987
238
153
86
281
13
2,689
8

Profit before income taxes
Income taxes - current
Income taxes-deferred

774

2,698
16,063
16,063(3,431)
3,100

Profit(330)
16,394- 43 -