Chugoku Marine Paints : Notice of the 127th 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 5, 2024

(Commencement Date of Electronic Provision Measures: June 3, 2024

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 127TH 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 127th 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 127th 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 Tuesday, June 25, 2024, Japan time.

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1. Date and Time: Wednesday, June 26, 2024 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

127th Fiscal Year (April 1, 2023 - March 31, 2024) and results of audits by the Accounting Auditor and the Board of Corporate Auditors of the Consolidated Financial Statements

2. Non-consolidated Financial Statements for the Company's 127th Fiscal Year (April 1, 2023 - March 31, 2024)

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.
• • "Systems to Ensure Appropriateness of Operations" and "Overview of Implementation Status of Systems to Ensure Appropriateness of Operations" in the Business Report
  • "Consolidated Statement of Changes in Equity" and "Notes to Consolidated Financial Statements" in the Consolidated Financial Statements
  • "Non-ConsolidatedStatement of Changes in Equity" and "Notes to 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.

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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 ¥80 per share and after deduction of the ¥34per share implemented as an interim dividend on December 4, 2023, the value is proposed to be ¥46 per share.

1	Type of dividend assets	Cash
	Items relating to the allocation of	¥46 per share of common stock
2	dividend assets to shareholders	Total: ¥2,280,138,074
	and its total amount	(As a result, ¥80 per annum adding paid interim dividend)
3	Effective date of payment of	June 27, 2024
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)

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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
No.		Name				Position	at Board of
				Directors
							meetings
						Representative
1	Kenshi Date	Reappointment	11/11
			Director and President
						Managing Director;
2	Hideyuki Tanaka	Reappointment				Chief, Technical	11/11
						Headquarter
						Director; Chief,
3	Katsunori Kobayashi	Reappointment				Administration	11/11
						Headquarter
						Director,
						Deputy Chief of
						Administration
4	Takao Shimizu	Reappointment	9/9
			Headquarter, in
						charge of Corporate
						Strategy
				Outside
5	Toshifumi Inami	Reappointment				Outside Director	11/11
				Independent
				Outside
6	Akiko Monden	Reappointment				Outside Director	9/9
				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 two years at the conclusion of this Annual General Meeting of Shareholders, and the term of office of Ms. Akiko Monden 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:	52,500
Significant concurrent positions: Not applicable.	Attendance at Board of Directors meetings: 11/11
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:	41,600
Significant concurrent positions: Not applicable.	Attendance at Board of Directors meetings: 11/11
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.

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No. 3

Katsunori Kobayashi

Reappointment

Date of birth: November 16, 1965 / Male	Number of shares of the Company held:	26,600
Significant concurrent positions: Not applicable.	Attendance at Board of Directors meetings: 11/11
Past experience, positions and responsibilities at the Company
April 1990	Joined the Company	April 2022	Executive Officer; Chief, Administration
December 2014	General Manager, Financial Dept.,	Headquarter; General Manager, Financial
	Administration Headquarter		Dept.; General Manager, Overseas
July 2020	Executive Officer; Deputy Chief,		Management Dept.; and General Manager,
	Administration Headquarter; and		Information Systems Dept.
	General Manager, Financial Dept.	June 2022	Director; Chief, Administration
March 2022	Executive Officer; Deputy Chief,		Headquarter (present)

Administration Headquarter; General

Manager, Financial Dept.; and General

Manager, Overseas Management Dept. [Reasons for selection as a candidate for Director]

With his many years of involvement in various operations in administration divisions at the Company, including experience working overseas, the Company has judged that these achievements, abilities, and wealth of experience will be an integral part of the Company's management, and he has been designated a candidate for Director.

No. 4

Takao Shimizu

Reappointment

Date of birth: August 28, 1962 / Male	Number of shares of the Company held:	8,400
Significant concurrent positions: Not applicable.	Attendance at Board of Directors meetings: 9/9
Past experience, positions and responsibilities at the Company
April 1985	Joined the Industrial Bank of Japan, Ltd. July 2018	Executive Officer; Deputy Chief,
	(currently Mizuho Bank, Ltd.)		Administration Headquarter; and Chief,
May 2011	General Manager, Credit Review		Management & Planning Div.
	Division Americas Department,	July 2020	Senior Executive Officer; Deputy Chief,
	the above bank		Administration Headquarter; and Chief,
September 2014	Counselor, Administration Headquarter,	Management & Planning Div. (present)
	the Company	June 2023	Director; Deputy Chief, Administration
January 2015	Chief, Management & Planning Div.,	Headquarter; and Chief, Management &
	Administration Headquarter		Planning Div.
April 2018	Deputy Chief, Administration	April 2024	Director; Deputy Chief, Administration
	Headquarter; and Chief, Management &	Headquarter; in charge of Corporate
	Planning Div.		Strategy (present)

[Reasons for selection as a candidate for Director]

He possesses extensive experience and knowledge in finance and accounting associated with many years of practical experience in financial institutions. After joining the Company, he has played a leading role in the planning and implementing mid-term management plans and capital policies in the Administration Headquarter. The Company has judged that these achievements, abilities, and wealth of experience will be an integral part of the Company's management, and he has been designated a candidate for Director.

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No. 5

Toshifumi Inami

Reappointment

Outside

Independent

Date of birth: November 3, 1951 / Male	Number of shares of the Company held:	1,700
Significant concurrent positions:	Attendance at Board of Directors meetings: 11/11
Outside Director (Audit and Supervisory
Committee Member), KYOEI TANKER CO.,
LTD.
Past experience, positions and responsibilities at the Company
April 1974	Joined Mitsubishi Corporation	January 2014	General Manager, Japan Office, Wallenius
July 1999	Vice President; General Manager,		Wilhelmsen Logistics A/S
	Machinery Dept.; and Chief	January 2019	Advisor, CITY COMPUTER Co., Ltd.
	Representative of Vienna, Mitsubishi	(present)
	International GmbH	June 2021	Outside Director (Audit and Supervisory
April 2004	General Manager, Ship Dept., Head	Committee Member), KYOEI TANKER
	Office, Mitsubishi Corporation		CO., LTD. (present)
May 2006	General Manager, Mitsubishi	June 2022	Outside Director, the Company (present)
	Corporation Manila Branch, the above
	company
April 2007	Corporate Advisor, the above company
June 2011	President, Mitsubishi Ore Transport Co.,
	Ltd.

[Reasons for selection as a candidate for Outside Director and expected roles]

He possesses a wealth of experience and advanced insights as a corporate manager and Outside Director, and as the Company expects him to provide supervision from a global and managerial perspective based on the experience and insights, as well as effective advice from an independent standpoint, he has been designated a candidate for Outside Director. In addition, the Company plans his involvement in selecting candidates for officers and determination of officers' remuneration, etc. from an objective standpoint as a member of the Nomination Advisory Committee and the Compensation Advisory Committee.

[About independence of candidate for Outside Director]

KYOEI TANKER CO., LTD. is a trade partner of the Company but is not considered as an entity with a specified relationship to the Company. In addition, as there are no transactional relationships between the Group and him, the Company has judged that there are no conflicts of interest with ordinary shareholders.

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No. 6

Akiko Monden

Reappointment

Outside

Independent

Date of birth: March 22, 1977 / Female	Number of shares of the Company held:	2,100
Significant concurrent positions:	Attendance at Board of Directors meetings: 9/9
Partner, Endeavour Law Office
Past experience, positions and responsibilities at the Company
October 2001	Registered as an attorney (Daini Tokyo	January 2011	Contract Review Committee Member,
	Bar Association); Joined TMI			Ministry of Foreign Affairs of Japan
	Associates			(present)
October 2004	WTO Dispute Settlement Body,		April 2014	Partner, Nijubashi Partners (currently
	International Trade Div., Economic		Iwaida Partners)
	Affairs Bureau, Ministry of Foreign	June 2015	Outside Director, UT Group Co., Ltd.
	Affairs of Japan (Fixed-term employee)	October 2016	Partner, Endeavour Law Office (present)
April 2007	Rejoined TMI Associates		June 2023	Outside Director, the Company (present)
January 2010	Partner, the above office
November 2010	Partner, Atsumi & Sakai

[Reasons for selection as a candidate for Outside Director and expected roles]

Although she has only been involved in corporate management other than by serving as an outside auditor, she possesses a wealth of experience and advanced insights as an attorney. As the Company expects her to provide supervision from a legal perspective and practical advice from an independent standpoint, she has been designated a candidate for Outside Director. In addition, the Company plans her involvement in selecting candidates for officers and determining officers' remuneration, etc. from an objective standpoint as a member of the Nomination Advisory Committee and the Compensation Advisory Committee.

[About independence of candidate for Outside Director]

There are no transactional relationships between the Group and her or her place of employment, and the Company has judged that there are no conflicts of interest with ordinary shareholders.

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ReferenceSkills Matrix of Candidates for Directors

		Corporate
		Management			Sales and	Finance and	Legal Affairs
No.	Name	and	Global	R&D	and Risk
Marketing	Accounting
		Organizational			Management
		Management

1	Kenshi	Not	○	○	○
Date	outside
2	Hideyuki	Not	○		○
Tanaka	outside
3	Katsunori	Not	○	○	○	○
Kobayashi	outside
4	Takao	Not		○	○	○
Shimizu	outside
5	Toshifumi	Outside ○	○	○
Inami
6	Akiko	Outside		○		○
Monden

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Proposal 3: Election of 2 Corporate Auditors

The terms of office of Corporate Auditors, Mr. Eiichi Kunimoto and Ms. Kie Yamada will expire at the conclusion of this Annual General Meeting of Shareholders. Accordingly, the election of 2 Corporate Auditors is proposed.

The candidates for Corporate Auditors are as follows.

The Board of Corporate Auditors has previously given its approval to this proposal.

No. 1	Junichi Yokozeki
New appointment
Date of birth: July 23, 1963 / Male	Number of shares of the Company held:	3,665
Significant concurrent positions: Not applicable.	Attendance at Board of Directors meetings: -
		Attendance at Board of Corporate Auditors meetings: -

Past experience and positions at the Company
April 1963	Joined The Bank of Tokyo, Ltd.	July 2015	Senior Manager, Internal Audit & Credit
	(currently MUFG Bank, Ltd.)		Examination Division, the above bank.
September 2014 Credit Administration Director,	July 2017	General Manager, Legal Department, the
	Krungsri Project Management Office,		Company (present)

the above bank.

[Reasons for selection as a candidate for Corporate Auditor]

He has practical experience at financial institutions, including in audit and review operations, and knowledge of corporate management, particularly legal affairs and compliance. Therefore, the Company believes that he is capable of appropriately executing the duties of a Corporate Auditor, and thus nominates him as a candidate for Corporate Auditor.

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