Responding swiftly to changes in the business environment and strengthening our communication capabilities

Outside Director Messages

Sachiko Murase
Outside Director

I draw on the balanced sense of offense and defense I have cultivated as a corporate lawyer to take a broad, bird's-eye view of the company and offer my recommendations accordingly. I am also keenly aware of the importance shareholders place on long-term corporate value enhancement, and I speak up on this point as well. To keep pace with a business environment that is constantly changing, I believe it is essential for management to steadily execute what needs to be done and to communicate it, with a strong sense of speed.
 Although Maxell's results for fiscal 2025 were challenging, the company is making steady progress along a broader trajectory: having shifted its management focus in the previous Mid-Term Management Plan MEX23 from an emphasis on sales scale to one on profitability and capital efficiency, it is now sowing the seeds of growth businesses under MEX26, advancing portfolio reform, and positioning itself for a leap forward from there. Going forward, we will need to become more sensitive to changes in the assumptions underlying our business plans and potential risks, and respond swiftly at an earlier stage. For the sake of fulfilling my role as an outside director, I recognize the importance of actively gathering information, both inside and outside the company, to sharpen understanding of changes in the business environment.
In addition, to raise employee motivation, one of the sources of corporate value, and draw out the full potential of each individual, it is important for employees to feel that Maxell is taking on new challenges and growing. I see real value in the fact that the company provides opportunities where employees can speak up and propose new business ideas.
 Maxell has technological capabilities that it has built up over its long history, along with the strength to compete on the global stage. On the long-standing challenge of converting this technological strength into earning power, the New Business Producing Division's promotion of issue-driven development and the Marketing & Sales Division's strengthening of the global technical sales structure are beginning to work in tandem, which is combining Maxell's high level of technological capability with its ability to propose solutions for societal needs, and this combination is becoming a driving force for enhancing corporate value. Looking ahead, as we work to raise corporate value over the long term, I believe it is important to stay focused on what needs to be done now, act with a strong sense of speed, and strengthen our communication of this growth story.

Every business division must take ownership of the Company's growth with both pride and commitment

Outside Director Messages

Kazuhiro Aigami
Outside Director, Audit and Supervisory Committee Chairperson, Nomination and Remuneration Committee Member

At each meeting of the Board of Directors, I always keep the shareholders' perspective in mind and engage in discussions with a sense of urgency. Whether the level of net profit is one that stakeholders can accept as reasonable is an important matter in my oversight role. Drawing on my own business experience in Japan and overseas, I also offer concrete advice at the Board of Directors' meetings, at times sharing stories of my own failures or blunt words of caution, and I make a point of following through until my recommendations bear results. As an Audit and Supervisory Committee member, I also consider it an important responsibility to visit our various sites, hear concerns and requests directly from the front line, and bring these back as recommendations to management.
 As a business strategy, I rate Maxell's acquisition of the primary battery business from Murata Manufacturing highly and consider it a step forward in our growth strategy. At the same time, I feel that one of our challenges is the need to further strengthen our marketing capabilities so that we can accurately capture market feedback and reflect it in our business strategy and product development. My first request to management is to increase, more than ever before, the opportunities for both themselves and their staff to visit customers directly, and to use what is learned there to energize internal discussion and drive manufacturing that meets customer needs. My second request, for the sake of sustainable growth, is for every business division, including corporate functions, to be mindful of the issues we face and promote growth strategies that could also include collaboration with other companies. Maxell must never forget that it possesses outstanding core technologies, and I want every business division, with Energy as our core, as well as Functional Materials and Optics & Systems, to move forward with the pride and commitment to carry the company's growth on its own shoulders. To that end, I hope to see a framework that promotes further personnel exchanges between divisions, so that the corporate functions and business divisions steadily absorb each other's strengths and eliminate each other's weaknesses.
 Finally, given the recent renewal of the directors and executive officers, closer collaboration between directors and executive officers will be essential to raising the effectiveness of our governance. In particular, I hope the newly appointed, younger executive officers will actively speak up and help promote robust discussions.

Strengthen risk and talent management, and improve profitability through the creation of new value

Outside Director Messages

Kazuyoshi Hata
Outside Director, Audit and Supervisory Committee Member, Nomination and Remuneration Committee Chairperson

My guiding principle when engaging with the Board of Directors is "management oversight from the shareholders' perspective." Specifically, I press hard on whether our targets exceed the level shareholders expect, focusing in particular on operating profit margin and ROIC. Loss-making businesses need to return to profitability quickly, but this should not mean settling for a margin of just a few percent simply so that the business will be in the black. Unless individual businesses aim for an operating profit margin of around 15%, the company-wide target of "10% or higher" cannot be achieved. I expect Maxell, by offering products that are indispensable to customers and that embody Maxell's own differentiated value, to create a virtuous cycle for achieving this margin target.
 The Board of Directors has begun discussions on shifting toward a monitoring-oriented structure, and we have recently increased the number of outside directors while reducing the number of inside directors. We have appointed younger directors and executive officers, building a structure capable of conducting management discussions with an eye toward creating a new future.
 In portfolio management, it is important to concentrate human resources in priority fields. I have argued for several years now that Maxell needs a systematic mechanism for rotating personnel from an early stage in their careers, so that employees can experience firsthand what value they are able to provide in different businesses, but this remains a work in progress. I hope such a mechanism will be established and put into practice under the next Mid-Term Management Plan.
 Fiscal 2025 results fell short of plan, and fiscal 2026 is also forecast to fall short of MEX26's original plan, which calls for serious reflection. While Maxell is making steady progress on individual measures, it seems to be taking too long to respond to changes in the operating environment. I want to fundamentally reexamine our approach to risk management and put in place a structure where risks with a major impact on the business environment, and the countermeasures for them, are discussed routinely at the management level.

Keeping a close watch on group management, with an emphasis on co-creating value with customers

Outside Director Messages

Nobuko Aoki
Outside Director, Audit and Supervisory Committee Member, Nomination and Remuneration Committee Member

I have long been involved in the management of foreign-affiliated companies, and I was appointed as an outside director of Maxell in June 2026. I understand that shareholders and management expect me to bring diverse perspectives to the company's management, ones that are not constrained by internal thinking.
 Maxell operates a range of businesses and Group companies in Japan and overseas, and it needs group management that generates innovation through interaction between these businesses and Group companies and leverages the Group's combined strengths for growth. Group governance, including that of overseas subsidiaries, is also essential to enhancing corporate value, and as an Audit and Supervisory Committee member, I intend to work with the relevant departments to confirm that internal controls are functioning properly across the Group as a whole.
 Under MEX26, Maxell is advancing its growth strategy and financial strategy in lockstep, while also promoting portfolio reform, but going forward, it will also need to open up new markets, including new businesses and overseas markets. I intend to calmly weigh risk against return, and to lend my support at moments that call for Maxell to take on challenges. I will also continue to put forward recommendations on further improving capital efficiency.
 At a time when AI is considered essential across every field, I see further growth potential in Maxell's Analog Core Technologies, which enables manufacturing in complex and delicate domains beyond the reach of digital technology alone. For Maxell to achieve medium- to long-term development, it will need to draw on this technological strength and work with customers to co-create new value that contributes to their business transformation and growth. I believe the key to this lies in a corporate culture and set of mechanisms in which management and every single employee continue to take on challenges in uncharted territory.

Reason for appointment: Ms. Aoki has served as a corporate auditor at IBM Japan, Ltd. and KOBELCO SYSTEMS CORPORATION, among other positions, and has many years of extensive experience and deep knowledge in finance, accounting, and corporate management. She was appointed with the expectation that she will supervise the company's management from an independent standpoint and offer appropriate advice and recommendations.

September 2026 by Integrated Report 2026

(Japanese)