Nippon Paint : Notice of the 197th Annual General Meeting of Shareholders 119KB

To Our Shareholders

We would like to express our appreciation for your continued support and patronage. As the influences of the novel coronavirus disease (COVID-19) continue, we would like to express our heartfelt respects and gratitude to the medical professionals and others who are supporting our social activities, as well as our deepest sympathies to those who have been infected and whose lives have been affected.

We hereby would like to inform you that Nippon Paint Holdings Co., Ltd. (the "Company") will hold the 197th Annual General Meeting of Shareholders on Tuesday, March 29, 2022.

We, Yuichiro Wakatsuki and Wee Siew Kim, were appointed as Representative Executive Officers & Co-Presidents on April 28, 2021. As Co-Presidents, we will do our utmost to realize our management mission of "Maximization of Shareholder Value (MSV)" based on our strong relationship of trust. Maximization of Shareholder Value (MSV) means fully fulfilling our responsibilities to all of our stakeholders and maximizing shareholder value, which is the residual value. From this perspective, we continued to aggressively pursue M&A in FY2021. In January, we completed making the Company's joint venture in the Asian region a wholly owned subsidiary and the acquisition of the Indonesian business, capturing profits in the high-growth Asian market. In addition, in October, we announced the acquisition of shares of a European architectural paint manufacturer, establishing a foothold for our general-purpose paint business in Europe.

The entire Group will continue to work together to maximize shareholder value so that we can prosper together with our shareholders.

We thank you for your continued support and cooperation.

March 2022

Representative Executive Officer & Co-President

Yuichiro Wakatsuki

Representative Executive Officer & Co-President

Wee Siew Kim

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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 4612)

March 11, 2022

To Shareholders with Voting Rights:

Goh Hup Jin

Chairman

Nippon Paint Holdings Co., Ltd.

2-1-2 Oyodokita, Kita-ku, Osaka, Japan

NOTICE OF

THE 197TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

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

We are pleased to announce the 197th Annual General Meeting of Shareholders of Nippon Paint Holdings Co., Ltd. (the "Company"), which will be held for the purposes as described below.

If you are unable to attend the meeting, you can exercise your voting rights in writing or via electronic method (the Internet, etc.). Please review the attached "Reference Documents for the General Meeting of Shareholders" and exercise your voting rights by 5 p.m. on Monday, March 28, 2022, Japan time.

1. Date and Time: Tuesday, March 29, 2022, at 10 a.m. Japan time

2. Place:	HINOKI, 2F, InterContinental Osaka, North Building C,
	GRAND FRONT OSAKA, 3-60Ofuka-cho,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 196th Fiscal Year (January 1, 2021 - December 31, 2021)

2. The Results of audits by the Accounting Auditor and the Audit Committee of the Consolidated Financial Statements for the Company's 196th Fiscal Year (January 1, 2021 - December 31, 2021)

Proposals to be resolved:

Proposal 1: Appropriation of Surplus

Proposal 2: Partial Amendments to the Articles of Incorporation

Proposal 3: Election of 11 Directors of the Board

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In accordance with legal requirements and Article 16 of the Company's Articles of Incorporation, "Matters Relating to the Company's Stock Acquisition Rights, etc." and "Systems to Ensure Properness of Operations of the Company and Operation Status of the Systems" of the Business Report, "Consolidated Statement of Changes in Equity" and "Notes to Consolidated Financial Statements" of the Consolidated Financial Statements, and "Statement of Changes in Shareholders' Equity" and "Notes to Non-consolidated Financial Statements" of the Non-consolidated Financial Statements are displayed on the Company's website, and are not included with this notice.

The Consolidated Financial Statements and Non-consolidated Financial Statements attached to this document are portions of those documents audited by the Accounting Auditor and the Audit Committee.

Company Website https://www.nipponpaint-holdings.com/

Should the Reference Documents for the General Meeting of Shareholders, the Business Report, Consolidated Financial Statements, or the Non-consolidated Financial Statements require revisions, the revised versions will be posted on the Company's website (https://www.nipponpaint- holdings.com/).

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Proposal 1: Appropriation of Surplus

The Company places maximization of shareholder value as its paramount mission which is predicated on the fulfillment of our duties to our stakeholders including customers, employees, partners and society.

While maintaining financial discipline, the Company places higher priority to investments for future growth thus focusing on providing higher Total Shareholder Return (TSR) through EPS accretion. Our dividend policy, which constitutes part of TSR, is to maintain stability and continuity while also taking into account various factors including, but not limited to, business performance trends, investment needs and dividend payout ratios, and the following is the proposed dividends for the fiscal year ended December 31, 2021 under such policy.

Matters concerning year-end dividends

1. Matters concerning the allotment of dividend property to shareholders and the total amount 5 yen in cash per share of common stock, for a total of 11,741,255,890 yen
2. Effective date of distribution of surplus March 30, 2022

Annual dividends trends (JPY) (Note 1)

(Note 2)

¥9

¥9

¥9

¥10

¥7

¥8

¥8.4

¥4.4

189th

190th

191st

192nd

193rd

194th

195th

196th

(FY2014)

(FY2015)

(FY2016)

(FY2017)

(FY2018)

(FY2019)

(FY2020)

(FY2021)

(Note 1) The Company conducted a 5-for-1 share split of common stock with a record date of March 31, 2021 and an effective date of April 1, 2021. The annual dividend amounts for the 189th through 195th fiscal years have been converted to reflect the effect of the share split for comparison with the annual dividend amounts after the share split for the current fiscal year.

(Note 2) Includes a commemorative dividend of 1 yen for the 140th anniversary of the Company's founding.

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Proposal 2: Partial Amendments to the Articles of Incorporation

1. Reasons for Amendments

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

1. Details of Amendments

Details of amendments are as follows.

The Partial Amendments to the Articles of Incorporation under this proposal shall become effective at the conclusion of this Annual General Meeting of Shareholders.

			(Amended parts are underlined.)
Current Articles of Incorporation		Proposed Amendments
Chapter 1 - General Provisions	Chapter 1 - General Provisions
Articles 1 to 2	（Omitted）	Articles 1 to 2	(No Change)
(Purpose)		(Purpose)

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