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Changes in Officers4362Nippon Fine Chemical Co.,Ltd.Materials and Chemicals

Notice Regarding Director Candidates

In preparation for the Annual General Meeting of Shareholders scheduled for 24 June 2026, all 5 directors have been provisionally designated as candidates for reappointment. The current director structure, including the President, will remain unchanged.

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Who is moving to which position

Resolved 28 April 2026

Incoming appointee

1 item
Scheduled Appointment DateEffective 24 June 2026, subject to approval of the proposal for the election of directors at the 158th Annual General Meeting of Shareholders scheduled for the same day
Not applicable (all 5 are candidates for reappointment)
Whether the incumbent will remain in office (whether they will retain their position)

No directors will retire. All 5 director candidates are candidates for reappointment.

Directors after the change5Number
Shareholders’ meeting approvalYes. The proposal for the election of directors at the 158th Annual General Meeting of Shareholders, scheduled for 24 June 2026.
Reason for change

Following the recommendation of the Nomination and Compensation Committee, the Company determined that the candidates are expected to contribute to strengthening the Company’s governance structure, enhancing the Board of Directors’ oversight function, and sustainably increasing corporate value, based on their extensive experience and advanced knowledge of the business as a whole.

Reasons for appointment

For Ota Susumu (太田進) and Matsuwaka Eriko (松若恵理子), the Company expects their extensive knowledge and experience in corporate management, opinions based on a long-term perspective and viewpoints different from those previously held, and high degree of independence to strengthen the Board of Directors’ oversight function.

Who is moving to which position
ItemDetails
Resolution date28 April 2026
Scheduled Appointment DateEffective 24 June 2026, subject to approval of the proposal for the election of directors at the 158th Annual General Meeting of Shareholders scheduled for the same day
Name of appointeeNot applicable (all 5 are candidates for reappointment)
Whether the incumbent will remain in officeNo directors will retire. All 5 director candidates are candidates for reappointment.
Reason for changeFollowing the recommendation of the Nomination and Compensation Committee, the Company determined that the candidates are expected to contribute to strengthening the Company’s governance structure, enhancing the Board of Directors’ oversight function, and sustainably increasing corporate value, based on their extensive experience and advanced knowledge of the business as a whole.
Reasons for appointmentFor Ota Susumu (太田進) and Matsuwaka Eriko (松若恵理子), the Company expects their extensive knowledge and experience in corporate management, opinions based on a long-term perspective and viewpoints different from those previously held, and high degree of independence to strengthen the Board of Directors’ oversight function.
Number of directors after the change5 (including 2 outside directors)
Subject to Approval by the General Meeting of ShareholdersYes. The proposal for the election of directors at the 158th Annual General Meeting of Shareholders, scheduled for 24 June 2026.
Items this document does not state (13)
Date of departureAppointee's new positionAppointee's previous positionAppointee's date of birthYear the appointee joined the CompanyNumber of shares held by the appointeeName of departing officerFormer position of departing officerNew position of departing officerReason for departureFiling as an independent officerDetails of organizational changesChange in Corporate Governance Structure

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

Following the recommendation of the Nomination and Compensation Committee, the Company will continue to nominate the candidates as directors based on their extensive experience, broad knowledge of the business, expected contribution to strengthening the governance structure and the Board of Directors’ oversight function, and contribution to the sustained enhancement of corporate value.

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Notice Regarding Director Candidates | Nippon Fine Chemical Co.,Ltd. (4362) timely disclosure | Komori