Kansai Paint : NOTICE OF CONVOCATION OF THE 159TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

Securities Code: 4613

Date of dispatch: June 8, 2023

Commencement Date of Electronic Provision Measures: June 1, 2023

To Shareholders with Voting Rights:

33-1Kanzaki-cho, Amagasaki, Hyogo

(Head office: 6-14 Imabashi 2-chome,Chuo-ku, Osaka)

Kansai Paint Co., Ltd.

MORI Kunishi

Representative Director of the Board, President

NOTICE OF CONVOCATION OF THE 159TH ORDINARY GENERAL MEETING OF

SHAREHOLDERS

We would like to take this opportunity to thank you for your continued support.

You are cordially invited to attend the 159th Ordinary General Meeting of Shareholders of Kansai Paint Co., Ltd. ("the Company"). The Meeting will be held as described below.

In convening the Meeting, we have taken electronic provision measures regarding information on the reference materials of the general meeting of shareholders (Electronic Provision Measures Matters), which is posted as "NOTICE OF CONVOCATION OF THE 159TH ORDINARY GENERAL MEETING OF SHAREHOLDERS" on each website listed below. You are kindly requested to access and view either one of those websites.

The Company's website: https://www.kansai.co.jp/ir/meeting/

Tokyo Stock Exchange's website: https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

• On the Tokyo Stock Exchange's website, please enter and search with the company name "Kansai Paint" or the securities code "4613," and then select "Basic information," "Documents for public inspection/PR information" to view the "Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting."

Website for materials of General Shareholders Meeting: https://d.sokai.jp/4613/teiji/

Those who are unable to attend the Meeting are invited to exercise their voting rights via the Internet or in writing. We kindly request our shareholders to review the following Reference Documents for the General Meeting of Shareholders included herein and cast your vote by 5 p.m., Wednesday, June 28, 2023 by either method.

1.	Date and Time:	10 a.m., Thursday, June 29, 2023 (reception desk opens at 9 a.m.)
2.	Venue:	Kansai Paint Head Office
		6-14, Imabashi 2-chome,Chuo-ku, Osaka
3.	Agenda:
	Matters to Be Reported:	1. Business Report, Consolidated Financial Statements and Non-Consolidated Financial
		Statements for the 159th Fiscal Term (from April 1, 2022 to March 31, 2023)

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2.	Reports of Audit on the Consolidated Financial Statements for the 159th Fiscal Term by
	the Independent Auditor and the Audit & Supervisory Board
Proposals of Resolution:
First Item of Proposal:	Appropriation of Surpluses of the 159th Fiscal Term
Second Item of Proposal:	Election of Nine (9) Directors of the Board
Third Item of Proposal:	Election of One (1) Audit & Supervisory Board Member
Fourth Item of Proposal:	Election of One (1) Alternate Audit & Supervisory Board Member

• Whenever it is necessary to make amendments to the Electronic Provision Measures Matters, the Company will post the reason therefor and matters before and after amendments on the aforementioned Company's website, the Tokyo Stock Exchange's website and the Website for materials of General Shareholders Meeting.
• Of the Electronic Provision Measures Matters, the following items are not included in the document distributed to shareholders who requested the delivery of a written document, in accordance with the applicable laws and ordinances and the provisions of Article 16, Paragraph 2 of the Company's Articles of Incorporation. Accordingly, the document delivered to shareholders who requested the delivery of a written document represents part of the subject documents which were audited by Audit & Supervisory Board Members and the Independent Auditor to prepare the Audit Report. Part of "Matters concerning the Current Situation of the Corporate Group," "Matters Related to Independent Auditors," and Part of "System and Policy of the Company" of the Business Report, as well as "Statement of Changes in Net Assets (consolidated)," "Notes to the Consolidated Financial Statements," "Statement of Changes in Net Assets (non- consolidated)," and "Notes to the Non-Consolidated Financial Statements."

[Our readiness to receive those coming to the venue on the day of the Meeting]

• Shareholders who are to attend the Meeting are cordially requested to consider the status of the spread of COVID-19 and your own health condition on that day.
• Should the spread of COVID-19 infection compel us to change the schedule and/or proceedings of the Meeting, such changes will be published on the Company's website (https://www.kansai.co.jp/).
• Please note that there will be no souvenir distributed to participants at the Meeting.

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Proposals and Information

First Item of Proposal: Appropriation of Surpluses of the 159th Fiscal Term

The Company has a basic policy of distributing profits according to business results while taking into account the need to provide consistent and stable dividends to shareholders and to strengthen earning power through the enhancement of the business structure. The Company intends to make effective use of our internal reserves to establish a long-term stable business platform, as well as to invest in research and development and the improvement of our production and distribution systems both in Japan and abroad, to achieve further growth.

Based on this policy, the Company proposes appropriating surpluses of the 159th Fiscal Term as follows:

Payment of year-end dividends:

1. Amount of dividend:

¥15.00 per share of the Company's common stock Total dividends: ¥3,483,866,640

1. Effective date of appropriation of surpluses: June 30, 2023

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Second Item of Proposal: Election of Nine (9) Directors of the Board

The term of office of all eight (8) Directors of the Board will expire upon the close of this Meeting. The Company, therefore, requests the election of the current seven (7) and two new (2) Directors of the Board to continue to effectively promote the Company's Medium-term Management Plan in line with our growth strategy, which would maintain the ratio of independent outside Directors of the Board to the total Board Members at more than one-third (1/3).

The nominees for Directors of the Board are as follows:

			Number of Board of
No.	Name	Current position	Directors' meetings
			attended
1	MORI Kunishi	Representative Director of the Board, President	21/21	100%
Reappointment
		Representative Director of the Board, Vice President,
2	TAKAHARA Shigeki	Executive Officer	21/21	100%
		Reappointment

3 TERAOKA Naoto

• NISHIBAYASHI Hitoshi
  5 KAJIMA Junichi
  6 YOSHIKAWA Keiji
  7 OMORI Shinichiro
  8 ANDO Tomoko
  9 John P. Durkin

Director of the Board, Managing Executive Officer

Reappointment

Director of the Board, Managing Executive Officer

		Reappointment
Managing Executive Officer
		New Appointment
Outside Director of the Board
Reappointment	Outside	Independent Officer
New Appointment	Outside	Independent Officer
Outside Director of the Board
Reappointment	Outside	Independent Officer
Outside Director of the Board
Reappointment	Outside	Independent Officer

21/21 100% 20/21 95%

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20/21 95%

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21/21 100% 21/21 100%

Candidates for Director of the Board ( New Appointment )

Candidates for Director of the Board ( Reappointment )

Candidates for Director of the Board ( Outside )

Candidates for Independent Officer ( Independent Officer )

Policy of nomination

The candidates for Directors of the Board of Kansai Paint are nominated to ensure that the Board of Directors has a balanced composition that includes diversity, such as gender and international aspects, in addition to the knowledge and abilities necessary for the Board of Directors to effectively fulfill its responsibilities.

In addition, the candidates for Outside Directors of the Board are nominated from among those with management experience, lawyers, accountants, etc. with a high level of expertise and abundant experience, in accordance with Kansai Paint's independence standards.

Procedures of nomination

Kansai Paint's Directors of the Board have decided on the nomination of candidates for Directors after deliberation by the Nominating Committee, which consists of three (3) Outside Directors and two (2) Outside Audit & Supervisory Board Members.

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No. 1 MORI Kunishi (Born on March 28, 1958)	Reappointment
Number of Company Shares Held:	12,700

Number of Board of Directors' meetings attended: 21/21 (100%)

Brief Personal History and Positions/Responsibilities at the Company (Significant Positions Concurrently Held)

April 1981 Joined Kansai Paint

June 2010 Director of the Board, and Deputy General Manager of the Coatings Business Div.

June 2015 Representative Director of the Board; Managing Executive Officer in charge of Sales and International, concurrently serving as Representative Director of the Board, President of Kansai Paint Sales Co., Ltd.

April 2018 Representative Director of the Board, Senior Managing Executive Officer and COO in charge of Sales; and General Manager of the Coatings Business Div., concurrently serving as Representative Director of the Board, President, Kansai Paint Sales Co., Ltd. (retired March 2019)

April 2019 Representative Director of the Board, President of Kansai Paint (current)

Reason for nomination

Mr. MORI Kunishi has extensive knowledge and experience in the Coatings Business, and since his appointment as Representative Director of the Board, President in 2019, he has demonstrated strong leadership and driven the Company's group management based on the 16th Medium-term Management Plan. Moreover, he has played a central role in the deliberation and supervisory functions of the Board of Directors regarding reforms and measures to be undertaken by the Company from a long-term perspective in the formulation of the "Good to Great" Group growth strategy and the promotion of ESG management, both of which were launched by the Company in 2020. In view of his experience and track record, Mr. MORI has been nominated as Director of the Board for the position of Chief Operating Officer to further strengthen the Company's business platform, promote the 17th Medium-term Management Plan, and enhance the corporate value of the Group.

Note: There are no special conflicts of interest between Mr. MORI Kunishi as a nominee and the Company.

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