Chugoku Marine Paints : Notice of the 126 th Annual General Meeting of Shareholders

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 other forms of damages arising from the translation.

(Stock Exchange Code 4617)

June 1, 2023

(Commencement Date of Electronic Provision Measures: May 30, 2023

To Shareholders with Voting Rights:

Kenshi Date

Representative Director and President

Chugoku Marine Paints, Ltd.

1-7,Meiji-Shinkai,Otake-Shi,

Hiroshima

NOTICE OF

THE 126TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

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

You are cordially notified of the 126th Annual General Meeting of Shareholders of Chugoku Marine Paints, Ltd. (the "Company"). The meeting will be held for the purposes as described below.

In convening this meeting, the Company has taken electronic measures to provide information contained in the Reference Documents for the General Meeting of Shareholders (the "Matters to be Provided Electronically").

The Matters to be Provided Electronically are posted on the following website on the Internet under the "Notice of the 126th Annual General Meeting of Shareholders."

The Company's website

http://www.cmp-chugoku.com/global/ir.html

In addition to the above, the Matters to be Provided Electronically are also available on the following website on the Internet.

Tokyo Stock Exchange website https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

Please access the Tokyo Stock Exchange website above, enter and search for the Company's name or stock exchange code, and select "Basic information" followed by "Documents for public inspection/PR information" to review.

Instead of attending the meeting, you can exercise your voting rights in writing or via the Internet. Please review the Reference Documents for the General Meeting of Shareholders described in the Matters to be Provided Electronically and exercise your voting rights, following the instructions on page 3 by 5:00 p.m. on Wednesday, June 21, 2023, Japan time.

1. Date and Time: Thursday, June 22, 2023 at 10:00 a.m. Japan time

2. Place:	3F main conference room of the Company's Hiroshima Office located at 1-7,
	Meiji-Shinkai,Otake-Shi, Hiroshima, Japan

3. Meeting Agenda:

Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company's

126th Fiscal Year (April 1, 2022 - March 31, 2023) and results of audits by the

- 1 -

Accounting Auditor and the Board of Corporate Auditors of the Consolidated

Financial Statements

2. Non-consolidated Financial Statements for the Company's 126th Fiscal Year (April 1, 2022 - March 31, 2023)

Proposals to be resolved:

Proposal 1: Appropriation of Surplus

Proposal 2: Election of 6 Directors

Proposal 3: Election of 2 Corporate Auditors

Proposal 4: Election of 1 Substitute Corporate Auditor

• Should the Matters to be Provided Electronically require revisions, the revised versions will be posted on each website above.
• The contents of the resolutions in this General Meeting of Shareholders will be posted on the Company's website listed above, after the conclusion of this General Meeting of Shareholders, in substitution of being dispatched in writing.
• The documents the Company has been sending you also serve as documents stating the Matters to be Provided Electronically based on your request to deliver written documents. However, these documents do not include the following items pursuant to the provision of laws and regulations and Article 15 of the Company's Articles of Incorporation. Accordingly, such documents are a part of the documents audited by the Corporate Auditors and the Accounting Auditor in preparing their audit report.
• • "Notes to the Consolidated Financial Statements" in the Consolidated Financial Statements
  • "Notes to the Non-consolidated Financial Statements" in the Non-consolidated Financial Statements
• Please note that the page numbers, section numbers, and reference pages of the documents sent to you are the same as those of the Matters to be Provided Electronically.
• At the meeting venue, we will take measures to prevent the novel coronavirus infection by responding to the situation on the day of the meeting, such as providing alcohol disinfectant and having our officers and administrative staff wear a mask.

- 2 -

Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal 1: Appropriation of Surplus

It is proposed that surplus to be appropriated as follows.

Matters related to year-end dividends

While making growth investment its top priority, the Company's basic policy is to actively return surplus funds to its shareholders and properly manage shareholders' equity. In the Medium-term Management Plan that began in April 2021, the Company has set the total return on consolidated shareholders' equity* (D&BOE) to be an average of at least 5% over the course of the medium-term management plan, further setting the consolidated dividend payout ratio to be at least 40% and the minimum annual dividend to be ¥35 per share.

With regard to the year-end dividend for the fiscal year under review, based on the above policy and to place emphasis on stable dividend payouts, the Company proposes an annual dividend of ¥35 per share and after deduction of the ¥17 per share implemented as an interim dividend on December 2, 2022, the value is proposed to be ¥18 per share.

1	Type of dividend assets	Cash
	Items relating to the allocation of	¥18 per share of common stock
2	dividend assets to shareholders	Total: ¥891,970,956
	and its total amount	(As a result, ¥35 per annum adding paid interim dividend)
3	Effective date of payment of	June 23, 2023
dividend from surplus
				Annual dividend amount + Annual share buyback amount
*Total return on consolidated shareholders' equity =
	Consolidated shareholders' equity (average between the totals
				at the beginning and end of the fiscal year)

- 3 -

Proposal 2: Election of 6 Directors

The terms of office of all 6 Directors will expire at the conclusion of this Annual General Meeting of Shareholders. Accordingly, the election of 6 Directors is proposed.

The candidates for Directors are as follows. Furthermore, to increase the independence and objectivity of the selection process, the selection of candidates for Director is determined by the Board of Directors based on reports by the "Nomination Advisory Committee," a body chaired by an Independent Outside Director comprised of committee members of which the majority are Independent Outside Directors.

							Attendance at
No.		Name				Position	Board of
				Directors
							meetings
						Representative
1	Kenshi Date	Reappointment				Director and	13/13
						President
						Managing
	Hideyuki					Director; Chief,
2	Reappointment	13/13
Tanaka				Technical
						Headquarter
	Katsunori					Director; Chief,
3	Reappointment				Administration	13/13
Kobayashi
					Headquarter
						Senior Executive
						Officer; Deputy
						Chief,
4	Takao Shimizu	New				Administration	-
appointment				Headquarter;
						General Manager,
						Management &
						Planning Div.
	Toshifumi			Outside
5	Reappointment				Outside Director	11/11
Inami
			Independent
				Outside
6	Akiko Monden	New					-
appointment
			Independent
(Notes)	1. There are no special interests between each candidate and the Company.

1. Mr. Toshifumi Inami and Ms. Akiko Monden are candidates for Outside Director prescribed in Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act.
2. Mr. Toshifumi Inami and Ms. Akiko Monden are candidates for Independent Director required under the rules of the Tokyo Stock Exchange.
3. Ms. Akiko Monden's official registered name is Akiko Asai.
4. The term of office of Mr. Toshifumi Inami as Outside Director of the Company will be one year at the conclusion of this Annual General Meeting of Shareholders.
5. Pursuant to the Articles of Incorporation, the Company has concluded a liability limitation agreement with Mr. Toshifumi Inami, and an overview of the contents of said agreement are provided in "3-(2) Overview of content of liability limitation agreements" on page 25 of this Notice of Convocation of the Annual General Meeting of Shareholders (Japanese version only). If the election of Mr. Toshifumi Inami and Ms. Akiko Monden is approved, the Company plans to conclude said liability limitation agreements with them.
6. The Company has entered into a directors and officers liability insurance contract with an insurance company, and an overview of the contents of said insurance contract is provided in "3-(3) Overview of content of directors and officers liability insurance contract" on page 25 of this Notice of Convocation of the Annual General Meeting of Shareholders (Japanese version only). If the candidates for Directors assume office, they will become insured persons under the insurance policy, and no premiums will be borne by them. The Company plans to renew the insurance policy with the similar contents at the time of next renewal.
7. • 4 -

No. 1

Kenshi Date

Reappointment

Date of birth: November 21, 1970 / Male	Number of shares of the Company held:	45,100
Significant concurrent positions: Not applicable.	Attendance at Board of Directors meetings: 13/13
Past experience, positions and responsibilities at the Company
April 1995	Joined the Company	July 2020	Senior Executive Officer; Chief, Sales
March 2012	Managing Director, Chugoku Paints	Headquarter
	B.V.	June 2021	Representative Director and President;
June 2017	Deputy Chief, Sales Headquarter		Chief, Sales Headquarter
April 2018	Chief, Sales Headquarter	April 2023	Representative Director and President
July 2018	Executive Officer; Chief, Sales		(present)
	Headquarter

[Reasons for selection as a candidate for Director]

After serving as the leader of a major overseas sales location of the Company, he has been overseeing the entire Sales Section since 2018 as Executive Officer and Chief of Sales Headquarter. With this wealth of knowledge and experience regarding the Company's business and organizational management, the Company has judged he will continue to be an integral part of the Company's management, and he has been designated as a candidate for Director.

No. 2

Hideyuki Tanaka

Reappointment

Date of birth: August 7, 1965 / Male	Number of shares of the Company held:	34,800
Significant concurrent positions: Not applicable.	Attendance at Board of Directors meetings: 13/13
Past experience, positions and responsibilities at the Company
April 1988	Joined the Company	April 2017	Executive Officer; Chief, Technical &
April 2008	Leader, Marine Specialty Coating		Production Headquarter; and General
	Products Group, Anti Fouling Tech.	Manager, R&D No. 2 Dept.
	Dept., Technical Center, Marine	June 2017	Director; Chief, Technical & Production
	Coatings Headquarter; and Leader,	Headquarter
	Group-3, R&D Center, R&D	April 2018	Director; Chief, Technical Headquarter
	Headquarter	June 2021	Managing Director; Chief, Technical
April 2011	Leader, R&D Group-2, R&D Dept.,	Headquarter
	Technical Headquarter	April 2022	Managing Director; Chief, Technical
July 2015	Executive Officer; Deputy Chief,		Headquarter; and Chief, Production
	Technical & Production Headquarter;	Headquarter
	and General Manager, R&D No. 2 Dept. April 2023	Managing Director; Chief, Technical
			Headquarter (present)

[Reasons for selection as a candidate for Director]

With his many years of involvement in R&D operations in technical divisions, the Company has judged that these achievements, abilities, and wealth of experience will continue to be an integral part of the Company's management, and he has been designated a candidate for Director.

- 5 -