Reasons for Selection as Independent Directors

Reasons for Selection as Independent Directors and Relationship with the Company

Reference: The 200th Fiscal Year Annual Securities Report (IFRS), published on March 26, 2026

Hisashi Hara	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 has offered appropriate and objective opinions and advice to the executive 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. He satisfies the requirements for an independent officer prescribed by the Tokyo Stock Exchange and the Company’s “Independence Criteria for Outside Directors.” Accordingly, the Company has determined that there is no risk of a conflict of interest with general shareholders and has designated him as an independent officer.
Andrew Larke	Andrew Larke has long been involved in mergers, acquisitions, and divestments, as a corporate advisory at companies including Orica, the largest producer of mining explosives in the world. He has also held the position of Non-Executive Director of DuluxGroup (then a listed company on the Australian Stock Exchange, currently a subsidiary of the Company), which operates in the global chemicals and coatings industry. Additionally, he also serves as Chairman of a leading Oceania-based chemicals company, and as Independent Chairman of a long short fund listed on the Australian Stock Exchange. Since his appointment as the Board of the Company, he has actively contributed to discussions on group strategy, including M&A, and international development. In addition, he has served as a member of the Audit Committee providing advice on risk management and governance. He satisfies the requirements for an independent officer prescribed by the Tokyo Stock Exchange and the Company’s “Independence Criteria for Outside Directors.” Accordingly, the Company has determined that there is no risk of a conflict of interest with general shareholders and has designated him as an independent officer.
Lim Hwee Hua	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. She satisfies the requirements for an independent officer prescribed by the Tokyo Stock Exchange and the Company’s “Independence Criteria for Outside Directors.” Accordingly, the Company has determined that there is no risk of a conflict of interest with general shareholders and has designated her as an independent officer.
Masataka Mitsuhashi	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 has provided opinions and appropriate advice to the executive 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 has made proposals to the executive team on strengthening group governance and other matters. He satisfies the requirements for an independent officer prescribed by the Tokyo Stock Exchange and the Company’s “Independence Criteria for Outside Directors.” Accordingly, the Company has determined that there is no risk of a conflict of interest with general shareholders and has designated him as an independent officer. The Company has business relations involving the receipt of tax consultation and other services with the PwC Group, which includes PwC Advisory LLC and PricewaterhouseCoopers Aarata LLC (currently PricewaterhouseCoopers Japan LLC), where he previously served as a business executive. In addition, he served as an advisor to the Governance Advisory Committee established as an advisory committee for the Board of Directors of the Company until December 31, 2019. However, as the amount of such transactions was less than the amount prescribed in the “Independence Criteria for Outside Director” of the Company, the Company has determined that there is no concern of a conflict of interest with general shareholders.
Masayoshi Nakamura	Masayoshi Nakamura has built up over 30 years of hands-on experience as a specialist in M&A advisory and capital market financing, at investment banks including major US investment banks Lehman Brothers and Morgan Stanley, as well as at Mitsubishi UFJ Securities Co., Ltd. (currently Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.). During this time, he has led numerous major cross-border M&A deals to success. Since 2020, he has played a comprehensive role in keeping the Board of Directors connected with the respective committees in addition to compiling the views of the Independent Directors as the Lead Independent Director and providing advice to the executive team. In addition, he has fulfilled his role as a member of the Nominating Committee and the Compensation Committee by designing the composition of the Board of Directors, and the executive structure, as well as the compensation thereof, and, as a member of the Audit Committee, by re-defining the audit framework. As the Board Chair since 2021, he has contributed to improving the effectiveness of the Board of Directors, being instrumental in deepening discussions through effective facilitation. He satisfies the requirements for an independent officer prescribed by the Tokyo Stock Exchange and the Company’s “Independence Criteria for Outside Directors.” Accordingly, the Company has determined that there is no risk of a conflict of interest with general shareholders and has designated him as an independent officer. The Company has business relations involving the financing and other services with Mitsubishi UFJ Financial Group and Mitsubishi UFJ Securities Co., Ltd. (currently Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.), where he previously served as a business executive, along with its sister company, MUFG Bank, Ltd. However, since he retired from all positions at Mitsubishi UFJ Financial Group more than 10 years ago, the Company has determined that there is no concern of a conflict of interest with general shareholders.