Nippon Paint : Notice of the 199th Annual General Meeting of Shareholder

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's business 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 Maximization of 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 our Partner 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 future endeavors.

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 other forms 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, Japan

NOTICE 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 be taken 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 such as 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 Non-

consolidated 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 measures for 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 of Incorporation, 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 the Business Report, "Consolidated Statement of Changes in Equity" and "Notes to Consolidated Financial Statements" of the Consolidated Financial Statements, and "Statement of Changes in Shareholders' Equity" and "Notes to Non-consolidated Financial Statements" of the Non-consolidated Financial Statements 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 be sent 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 of Incorporation" 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 audited by 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, business performance 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 forecast of 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
	7	8	8.4	9	9	9	10		11
						6
4.4
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 an effective date of April 1, 2021. Figures for annual dividend per share of common 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.

							Attendance
						Current positions and responsibilities	at
No.			Name		the Board
			in the Company
						of Directors
							meetings
						Director, Chairman	100%
1		Goh Hup Jin		Re-Appointment	Nominating Committee Member
		(9/9)
						Compensation Committee Member
					Re-Appointment	Independent Director	100%
2		Hisashi Hara		Outside
		Nominating Committee Chairperson	(9/9)
					Independent
					Re-Appointment	Independent Director	100%
3		Peter M Kirby		Outside
		Audit Committee Member	(9/9)
					Independent
					Re-Appointment	Independent Director	100%
4		Lim Hwee Hua		Outside
		Compensation Committee Chairperson	(9/9)
					Independent
					Re-Appointment	Independent Director	100%
5		Masataka Mitsuhashi		Outside
		Audit Committee Chairperson	(9/9)
					Independent
					Re-Appointment	Independent Director	100%
6		Toshio Morohoshi		Outside	Nominating Committee Member
		(9/9)
					Independent	Audit Committee Member
					Re-Appointment	Lead Independent Director, Board Chair	100%
7		Masayoshi Nakamura		Outside	Nominating Committee Member
		(9/9)
					Independent	Compensation Committee Member
8		Yuichiro Wakatsuki		Re-Appointment	Director	100%
		Representative Executive Officer & Co-President	(9/9)
9		Wee Siew Kim		Re-Appointment	Director	100%
		Representative Executive Officer & Co-President	(9/9)
Re-Appointment	Candidate for re-appointment as Director
Outside		Candidate for Outside Director
Independent	Candidate for Independent Director

- 5 -

No.1 Goh Hup Jin (Re-Appointment)

Date of birth		April 6, 1953
Number of shares of the Company held	0
Number of years in office	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:
Attendance in fiscal 2023	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 to strengthening 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		July 3, 1947
Number of shares of the Company held	102,119
Number of years in office	6 years (at the conclusion of this General Meeting of Shareholders)
		Board of Directors meeting:
Attendance in fiscal 2023	9 of 9 meetings
Nominating Committee meeting:
		6 of 6 meetings
Past experience and positions
April 1975	Registered as an attorney
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 to management team in various discussions at the Board of Directors regarding M&A deals, corporate governance, and other matters, aiming for the realization of the management strategy. In addition, from 2020, he has led the nominating process 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 is expected 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	August 2, 1947
Number of shares of the Company held	36,800
Number of years in office	2 years (at the conclusion of this General Meeting of Shareholders)
	Board of Directors meeting:
	9 of 9 meetings
Attendance in fiscal 2023	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 Australian- listed 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 of the 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 is expected to continue to effectively strengthen the decision making and the supervisory function of the Board of Directors.

- 8 -

April 2002

August 2004

April 2008

April 2009

No.4 Lim Hwee Hua

(Re-Appointment / Outside / Independent)

Date of birth	February 26, 1959
Number of shares of the Company held	36,800
Number of years in office	2 years (at the conclusion of this General Meeting of Shareholders)
	Board of Directors meeting:
	9 of 9 meetings
Attendance in fiscal 2023	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

Chairman, Public Accounts Committee

Minister of State for Finance

Minister of State for Transport

Senior Minister of State for Finance

Senior Minister of State for Transport

Minister in the Prime Minister's Office

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 the Parliament 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 is expected 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		September 30, 1957
Number of shares of the Company held	63,089
Number of years in office	4 years (at the conclusion of this General Meeting of Shareholders)
		Board of Directors meeting:
Attendance in fiscal 2023	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
July 2004	Representative Director, ChuoAoyama PwC Transaction Services Corporation
(currently PwC Advisory LLC)
April 2008	Partner, PricewaterhouseCoopers Aarata (currently PricewaterhouseCoopers Japan LLC)
July 2012	Representative Director and President, PricewaterhouseCoopers Aarata Sustainability
Certification Co., Ltd. (currently PricewaterhouseCoopers Sustainability LLC)
July 2018	Executive Advisor, PricewaterhouseCoopers Aarata LLC (currently PricewaterhouseCoopers
Japan LLC)
May 2019	Representative, Masataka Mitsuhashi CPA Office (current)
Representative Director, Sustainable Value Advisory Co., Ltd. (current)
June 2019	Audit & Supervisory Board Member (Outside), FUJIFILM Holdings Corporation (current)
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 was engaged 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 is expected to continue to effectively strengthen the decision making and the supervisory function of the Board of Directors.

- 10 -