Notice Regarding Partial Revision of Performance-Linked Stock Compensation Plan

Overview of Revision to the Performance-Linked Stock Compensation Plan

Nissan Chemical Corporation has resolved to partially revise the performance-linked stock compensation plan “Share Grant Trust (BBT)” for directors (excluding outside directors), executive officers, and corporate auditors. The purpose of the revision is to enhance the linkage between compensation, performance, and stock price, thereby contributing to the medium- to long-term enhancement of corporate value while sharing risks with shareholders. Specifically, the stock compensation ratio will be increased, and the upper limits for granted points and trust contribution amounts will be raised. Performance evaluation criteria will also be revised, changing to metrics such as ROE and a three-year TSR comparison.

Mechanism of the Plan and Future Actions

Under this plan, the company contributes cash to a trust, which acquires company shares and grants stock to directors and others upon their retirement. After revision, the upper limit of granted points per fiscal year will be 162,700 points (51,100 points for directors), and the upper limit of trust contributions will be increased to 2.5 billion yen (785 million yen for directors) per applicable period. Voting rights will not be exercised based on instructions from the trust administrator to ensure neutrality. The revision will be implemented subject to approval at the shareholders' meeting scheduled for June 25, 2026.