Corporate Governance
June 27, 2024
SUNCORPORATION
Representative Director and President, Ryusuke Utsumi
Contact：052-756-5981
Security Code：6736
https://www.sun-denshi.co.jp/

The status of SUNCORPORATION’s (“the Company”) corporate governance is as follows.

I Basic Policy on Corporate Governance and Other Basic Information Including
Capital Structure, Corporate Attributes
１．Basic Policy
We believe it is important to enhance corporate governance in order to meet the wide
range of trust and expectations of our shareholders, customers, and all segments of society.
To do so, we are implementing various measures based on the following basic ideas.
(1) Ensure soundness and transparency of management(2) Compliance with laws and regulations(3) Clarification of the decision-making process(4) Appropriate business execution(5) Timely and appropriate information disclosure(6) Group-wide risk management【 Reasons for not implementing the following principles of the Corporate Governance
Code】[Supplemental Principle 1-2 ④ Creation of an environment for the electronic exercise of voting rights,
and English translation of the convocation notice]
Although the Company has translated the convocation notice of the General Meeting of
Shareholders into English, it has not introduced a system to enable electronic exercise of voting
rights.
The Company is aware of the need to create an environment to enable the electronic exercise of
voting rights, taking into account the situation of institutional investors and overseas investors, andwill continue to study the issue in response to changes in the composition of shareholders andother circumstances.
[Supplemental Principle 2-4 ① Ensuring diversity in the appointment of core personnel, etc.]
The Company recognises that ensuring the diversity of its human resources will enhance its
corporate value over the medium to long term. Accordingly, the Company is committed to fosteringa corporate culture that respects diversity and has created clear promotion rules based on
performance and ability, so that all employees, regardless of gender, nationality or mid-career
status, receive a fair assessment of their performance. Specifically, we promote career growthwithin the organisation and support the promotion of employees to management positions. In
addition, from this year, we plan training courses for section managers and general managers,
providing an environment in which employees can grow. As part of our efforts to create acomfortable working environment, we also adopt a flextime system, which allows employees towork autonomously. Although we have not yet set measurable numerical targets for ensuring
diversity in our core workforce, we will continue the process of setting targets. We believe that thecompany's greatest asset is its people, and that the development of a comfortable working
environment and various systems and the drawing out of the abilities of each and every employee
will ultimately lead to an increase in corporate value. Based on the above, we are actively studying
and implementing human resources development policies and internal environmental

improvements.
[Supplemental Principle 2-5 ① Establishment of a whistleblower contact point independent ofmanagement, and rules on confidentiality and prohibition of prejudicial treatment of informants]
The Company has designated the department in charge of internal audit as the point of contact forinternal reporting and has established rules to prohibit confidentiality and disadvantageous
treatment of those who provide information through the internal reporting system operation rules.
In the future, we will consider establishing a contact system independent of management.
[Supplemental Principle 3-1 ③ Disclosure on the company's sustainability efforts, 4-2 ②
Formulation by the board of directors of a basic policy on the company's approach to sustainability, andoversight of the allocation of management strategies and the implementation of the business portfolio
strategy]
The Company believes that simultaneously promoting environmental protection activities aimed at
reducing environmental impact and preventing pollution in all aspects of its business activities,
products and services is a sincere corporate activity that leads to consideration for the global andworking environment and the realisation of fair and proper business transactions.
We have established an Environmental Management Regulation and an Environmental
Management System, which are firmly established and promoted as part of our management
infrastructure, and the specific details of these are disclosed on our website.
（https://www.sun-denshi.co.jp/csr/）
However, the Board of Directors has yet to set specific numerical targets for sustainability, and will
actively consider the continuous improvement and development of environmental improvement
activities and the prevention of pollution.
The company is also considering appropriate ways of disclosing and providing information on
investments in human assets and intellectual property, and will proactively disclose suchinformation when formulating new management plans in the future.
[Supplemental Principle 4-11 ③ Assessing the effectiveness of the board as a whole]
The Company will continue to examine the effectiveness of the Board of Directors, including
evaluation methods, from the perspective of improving the functioning of the Board of Directors.

【Disclosure based on the principles of the Corporate Governance Code】[Principle 1-4 Cross-shareholdings]
The Company may hold shares of listed companies as policy holdings if such holding will contributeto the enhancement of corporate value over the medium to long term through the maintenance andstrengthening of stable business relationships with the companies in which the Company holds
such shares.
Each year, the Board of Directors examines the rationality of the purpose of holding each stockand the related income and benefits of holding the stock, and decides whether or not to hold thestock in comparison with the case where the stock is not held.
This year, as a result of the verification, we have confirmed that all of the shares currently held forpolicy purposes are held in accordance with the holding policy.
In addition, when exercising voting rights for shares held for policy purposes, we will make acomprehensive judgment as to whether the exercise of voting rights for shares held for policy
purposes will not damage the corporate value of the Company and whether it will lead to theenhancement of the value of the company in which the shares are held.
When there is a possibility of damage to shareholder value, such as the occurrence of illegal
activities, or when there are serious concerns about corporate governance, we will vote against.
[Principle 1-7 Transactions between related parties]
When conducting transactions with related parties such as directors and major shareholders, theCompany shall explain the rationality of the transaction and the terms and conditions of thetransaction in advance to the Board of Directors from the perspective of preventing conflicts ofinterest with the Company and ensuring the fairness and impartiality of the transaction, in
accordance with laws and regulations and internal rules. In the event that such transactions are
implemented, the details of the transactions are reported to the Board of Directors.
The Company confirms whether or not there are any transactions between the Company and relatedparties by conducting a written survey of the Company's directors every year.
[Principle 2-6 Functioning as an asset owner for corporate pensions]
The Company has not introduced a defined benefit corporate pension plan, but has a defined
contribution pension plan as part of its benefits package, under which employees can choose thecontent of their own investments. In collaboration with the management organisation, the company
works to inform employees about the plan and encourage them to use it, while the department incharge of the pension plan, the human resources department, assigns employees with basic
knowledge of public and private pensions in general, including defined contribution pensions, tothe department in charge of the pension plan. In this way, the company is making use of external
training and other training programmes to educate its members on investment and to makeproposals on life planning for a prosperous retirement.
[Principle 3-1 Sufficient disclosure of information](i) Missions, Corporate Philosophy, Corporate Slogans
Based on the following "Missions" "Corporate Philosophy" and "Slogans", the Company ismanaging its business with the corporate philosophy to make people happy through “information& telecommunication” and “entertainment”.
Missions :"Solving problems in society by using SUNCORPORATION’s technology"
Corporate philosophy: “The company will continue to be challenge-seeking”
Corporate slogans : “Materialize, Challenge, and Accomplish”
Action policies
・Consider success to be the beginning of the next success.
・ Making improvements, streamlining are our eternal challenge.
・Complacency is the enemy of progress.
・Never be satisfied with yesterday’s success.
・Be self-critical when you’re succeeding.
The Company's basic strategy, medium-term vision, and other financial explanatory materials areavailable on the Company's website. https://www.sun-denshi.co.jp/(ii) Basic ideas and policies regarding corporate governance
Please refer to "I 1. Basic Policy" in this report.
(iii) Policies and procedures in determining the remuneration of directors
The amount of remuneration for Directors (excluding Directors who are members of the Audit
Committee) is within the remuneration limits approved by resolution of the General Meeting of
Shareholders (hereinafter referred to as the 'Remuneration Policy'). The Board of Directors
determines the amount of remuneration.
The Company shall design the remuneration of Directors to function effectively as a medium- tolong-term incentive for continued growth in corporate performance and sustainable enhancementof corporate value while promoting value sharing with shareholders, and the basic policy is toensure that it is possible to attract and retain excellent human resources to realise these goals,
and that the level of remuneration is appropriate to the roles and responsibilities required of eachdirector.
The Board of Directors has delegated Representative Director Ryusuke Utsumi to draft the basic
remuneration, etc. of each Director. The reason for the delegation is that the Board of Directors
has decided that the Representative Director is the most suitable person to evaluate eachindividual Director while taking into account the Company's overall performance and otherfactors.
The amount of remuneration for directors who are members of the Audit Committee is determinedby the Audit Committee within the limit of remuneration approved by a resolution of the General
Meeting of Shareholders.
Directors' remuneration specifically consists of base remuneration and post-delivery share-based
remuneration.
The basic remuneration for directors is a fixed monthly amount, and the specific amount to be paid
to each director is drafted by the representative director and decided by the Nomination andRemuneration Committee, based on the roles and responsibilities of each director. For directors
who are members of the Audit Committee, the amount is decided by the Audit Committee.
In addition, the post-delivery type of share remuneration, which is non-monetary remuneration for
directors, is a system under which, after a certain period of time has elapsed after the grant ofrights, a pre-determined number of shares of the Company's common stock or a pre-determined
calculation method are delivered subject to the fulfilment of certain conditions.
There are two types : RSUs, which are not subject to a performance condition, and PSUs, which
are subject to a performance condition.
However, PSUs are not granted to outside directors.
(iv) Policies and procedures for nominating directors
The Representative Director prepares drafts for the appointment of executive directors (members of
the Audit Committee and directors who are not outside directors) based on the results of mutual
evaluations of executive directors, taking into consideration the balance of knowledge, experience, andability. Based on the opinions of the Nomination Advisory Committee, the Board of Directors shalldecide on the agenda for the election of Directors by resolution.
With the consent of the Audit Committee, the Company selects Directors who are Audit Committee
members and who have sufficient expertise, experience, and insight to conduct appropriate audits andsupervision.
With respect to outside directors, in accordance with the requirements of the Companies Act and the
independence standards stipulated by the Tokyo Stock Exchange, the Company selects as
independent outside directors those who do not present a risk of conflicts of interest with generalshareholders.
In the event of any violation of laws, regulations, or the Articles of Association by any member of the
management team, including the Representative Director, or in the event that the criteria for selection
are not met or it is deemed difficult for such a member to perform his/her duties, the Nomination
Advisory Committee will deliberate on the matter and, based on its opinion, the Board of Directors will
determine a proposal to be submitted to the General Shareholders Meeting to dismiss such director.
(v) Appointment, removal and nomination of directors
With respect to the individual election and dismissal and nomination of candidates for Directors, abrief personal history of each individual and the reasons for their appointment are provided in the“reference materials for the General Meeting of Shareholders” in the “notice of the General Meetingof Shareholders”.
https://www.sun-denshi.co.jp/ir_info/ir_news/2024/53rdNoticeGeneralMeetingShareholders.pdf[Supplementary Principle 4-1 ① The scope of delegation to management]
The Company has established the separation of management decision-making and businessexecution by establishing the Board of Directors as the decision-making and supervisory body ofmanagement, and the Executive Committee as the business execution system based on thedecisions made by the Board of Directors, as well as executive officers and meeting bodies foreach business field.
In addition, the scope of delegation to management is clearly defined in the Board of Directors
Regulations and the Table of Duties and Authorities, which sets out the decision-making bodies,such as the Board of Directors, executive officers and executives, as well as the authority ofdecision-makers in relation to decisions, deliberations and approvals.
[Principle 4-9 Criteria for determining the independence of independent outside directors andtheir qualifications]
The Company has not established any standards or policies regarding the independence of theselection of independent outside directors. However, in making the selection, the Company takes
into account the independence standards established by the Tokyo Stock Exchange and selects
as independent outside directors those who are judged to have no risk of conflict of interest withgeneral shareholders.
[Supplemental Principle 4-10① Powers, roles, etc. of nomination and remunerationcommittees]
The Company has established a voluntary Nomination and Remuneration Committee, the majority ofwhose members are independent outside directors.
The Nomination and Remuneration Committee receives advice from the Board of Directors,
deliberates and reports on the nomination of directors, and determines the remuneration of directors(excluding directors who are members of the Audit Committee) in accordance with the policy on
remuneration determined by the Board of Directors.
The remuneration of directors who are members of the Audit Committee is determined by the Audit
Committee.
Four out of nine directors of the company are outside directors (three of them are independent
outside directors), who participate in deliberations and express their opinions at board meetings froma standpoint independent of the management team. The Nomination and Remuneration Committee
also provides appropriate involvement and advice on the diversity and skills of the directors, and thesystem further enhances the objectivity and transparency of the procedures.
[Supplemental Principle 4-11 ① The board’s view on diversity, etc.]
The Company's Articles of Association stipulate that there shall be no more than eight directors(excluding directors who are members of the Audit Committee) and no more than four directors who
are members of the Audit Committee. Currently, there are six directors (excluding directors who aremembers of the Audit Committee), two of whom are outside directors, and three directors who aremembers of the Audit Committee, two of whom are outside directors.
The Company is a manufacturing company with multiple businesses, and its basic policy is to appoint
people with expertise in each business, corporate management, financial accounting, legal and risk
management and global expertise in a balanced manner in order to supervise business execution
and make important decisions.
The Board of Directors therefore considers it important to promote selection and concentration and to
identify appropriate skills in line with the Company's business characteristics and businessenvironment for the consideration of M&A and business restructuring for new businesses.
In addition, the Audit Committee consists of three members: one director who is familiar with thebusiness, one director with a high degree of expertise in legal matters and one director with a highdegree of expertise in accounting matters.
For the appointment and dismissal of directors, the three-member Nomination and Remuneration
Committee, including two independent external directors, discusses and gives its opinion on thebalance of knowledge, experience and skills of the Board of Directors and the right number of people
based on their respective knowledge and management experience.
The combination of skills and other attributes possessed by the directors (skills matrix) has been
prepared and is presented at the end of this report. The policies and procedures for the appointment
of directors are described in Principle 3-1(iv).
[Supplemental Principle 4-11 ② Directorships held concurrently]
The status of important concurrent positions held by the company's directors is disclosed annually inthe notice of the General Meeting of Shareholders and in the Annual Securities Report.
[Supplementary Principle 4-14 ② Policies on training the directors]
Upon assuming office, the Company provides and mediates various training opportunities for
Directors to acquire and appropriately update the knowledge necessary to properly assign anddeepen their understanding of their roles and responsibilities. In addition, even after assuming
office, the Company provides opportunities necessary for Directors to fulfill their roles, such asproviding knowledge and information necessary for supervising management, and the Company

bears these costs.
[Principle 5-1 Policies on having constructive discussions with shareholders]
In order to promote constructive dialogue with shareholders, the Company has established thefollowing systems and measures for dialogue with shareholders.
(i) The Company has appointed a director in charge of IR from among its directors.
(ii) The director in charge of IR organically collaborates with other departments related to IR
activities, such as corporate planning, human resources and general affairs, accounting, and legal
departments, by holding meetings as needed, and shares information with other departments
related to IR activities.
(iii) The department in charge of IR receives telephone interviews and other IR interviews fromshareholders and investors.
(iv) The opinions of shareholders and investors obtained through IR activities are appropriately
and effectively fed back to the Management Committee and the Board of Directors.
(v) In dialogue with shareholders and investors, we pay attention to the management of insider
information in accordance with the insider trading rules.
[Principle 5-2 Formulation and announcement of the management strategies and plans]
A new medium-term business plan was published on 31 May 2024.
[On measures to realize the management that is aware of the cost of capital and shareprice (under review)]
The Company recognises that the key challenge is to sustainably increase the corporate value ofthe SUNCORPORATION Group. To this end, it has published a medium-term business plan in
2024 based on the characteristics of each of its products and services. Furthermore, thecompany is considering the analysis of the current situation, including the identification of thecost of capital, and the formulation and disclosure of the plan.
Specific plans for realising management with an awareness of the cost of capital and share pricewill be disclosed as soon as they are decided.

2. Capital Structure
Foreign shareholding ratio[Major Shareholders]Name or Company name

Tokai Engineering Co.Ltd.
OASIS INVESTMENTS II MASTER FUND LTD
OASIS JAPAN STRATEGIC FUND LTD.
Fujishoji Co., Ltd.
INTERACTIVE BROKERS LLC
Michie Utsumi
Yasue Watanabe
CEPLUX- THE INDEPENDENT UCITS PLATFORM 2
BANK JULIUS BAER AND CO., LTD
GOLDMAN SACHS INTERNATIONAL
Name of controlling shareholder
Parent company

3. Company Attributes
Listed Stock Market and Market Section
Fiscal Year-end
Type of Business

30% or more
Number ofshares held
(shares)
4,267,600
3,261,543
1,249,428
940,000
809,200
680,000
680,000
581,000
541,625
453,800

Percentage
(%)

━
None
Tokyo Standard
March
Electronic equipment

19.19
14.67
5.62
4.23
3.64
3.06
3.06
2.61
2.44
2.04

Number of employees (consolidated) as ofthe end of the previous fiscal year
Sales (Consolidated) in the previous fiscal
year
Number of consolidated subsidiaries as ofthe end of the previous fiscal year

Between 100 and 500
Between ¥10 billion and ¥100 billion
Fewer than 10 companies

4. Guidelines on measures to protect minority shareholders in transactions with controllingshareholders━.

5. Other special circumstances that may have a significant impact on corporate governance
None

II. Status of the management control organization and other corporate governance systems
for management decision-making, execution and supervision
1. Matters related to the composition and management of the organisation
Form of organization
Company with an Audit Committee
Directors
Number of directors under the articles ofassociation
Term of office of directors under the articles
of association
Chairman of the Board of Directors
Number of directors
Appointment of outside directors
Number of outside directors
Number of outside directors designated as
independent directors
Relationships with the company (1)Full nameCategory
Akira Iwata
Lisa Hammitt
Tomoyuki Shinkai

12
1 yearPresident
9existent
43aRelationship with the company (*1)
b c d e f g h i j k

Scholarfrom another company
Certified Public
Accountant
Takashi Matsui
Lawyer*Items regarding the relationship with the company*If the person corresponds to each item in the "present and recent", "○"; if the person corresponds toeach item in the "past", "△".
*If a close relative is applicable to each item in the "present and recent" period, the item is marked with"●"; if the item is applicable to the "past" period, the item is marked with "▲".
a. Business executors of listed companies or their subsidiaries
b.Executive or non-executive directors of the parent company of the listed company
c.Executives of sibling companies of listed companies
d. A person who has a listed company as a major business partner or an executive of such a person
e.Major business partners of the listed company or their business executors
f. Consultants, accounting experts, and legal experts who receive a large amount of money or otherproperty from listed companies other than remuneration for their services as directors.
g.Major shareholders of the listed company (if the major shareholder is a corporation, the executive
person of the corporation)h. Business executors (in person only) of listed companies' business partners (not falling under any ofd, e and f)
i.Executives of parties with whom the external director has a relationship of mutual appointment (inperson only)
j. Executives of companies to which listed companies have made donations (in person only)
k. Others

Relationships with the company (2)Full name

Audit
Committee
members
and othercommittee
members

Akira Iwata

Independence
Board
members〇

Lisa
Hammitt

Tomoyuki
Shinkai

Supplement
ary
informationonapplicable
items

━

━

〇

〇

━

Reasons for appointment

Mr. Iwata has a high level of technicalexpertise in the fields of artificial intelligence(AI), neural networks, deep learning andinformation security, as well as a wealth of
consulting experience in the planning,development and manufacture of IOT sensor
systems. He provides objective and expert
advice and recommendations on the
Company's management from an independent
standpoint as an outside director of theCompany, and is expected to contribute to thegrowth and development of our group.
In addition, he has no special interest in the
Company, does not fall under any of the
independence criteria set out by the Tokyo
Stock Exchange (Guideline III 5.(3)-2 forlisting management, etc.), and has been
designated as an independent director
because there is no risk of a conflict of interest
with general shareholders.
Ms. Hammitt has many years of experience insenior management positions leading
technology companies or consumer softwaredivisions, where she has achieved growth andsuccess in a number of businesses.
She has a wealth of experience, and as anindependent director, she will be able toprovide objective and professional advice andrecommendations to the Company's
management. As such, her contribution to thegrowth and development of the Group can be
expected, and we have therefore appointed
her as an outside director.
Mr. Shinkai has a wealth of expertise andexperience as a certified public accountant,and is expected to strengthen the functions of
the Board of Directors, and therefore judged
suited for the appointment as an outside
director.
In addition, he has no special interest in the
Company, does not fall under any of theTakashiMatsui〇〇━.

independence criteria set out by the Tokyo
Stock Exchange (Guideline III 5.(3)-2 forlisting management, etc.), and has been
designated as an independent director, as
there is no risk of conflict of interest withgeneral shareholders.
Mr. Matsui has a wealth of expertise andexperience as a lawyer, and is expected tostrengthen the functions of the Board of
Directors, and therefore judged suited for theappointment as an outside director.
In addition, he has no special interest in the
Company, does not fall under any of the
independence criteria set forth by the Tokyo
Stock Exchange (Guideline III 5.(3)-2 forlisting management, etc.), and has been
designated as an independent director
because he is judged to have no risk of
conflict of interest with general shareholders.

[The Audit and Supervisory Committee]
Composition of the committee and attributes of the chairman
All committee
Full-time
Internal
members
members
directors(Name)(Name)(Name)
Audit andSupervisory3
1
1
Committee
Directors and employees to assist the Audit
Committee in its duties

Outsidedirectors(Name)

Chairman of
the committee(Chairman)

2

Internal
directors

existent

Matters concerning the independence of the directors and employees concerned from theexecutive directors
As described in "IV. 1. Basic policy on the internal control system and the status of its development",
employees of the department in charge of internal audit assist the Audit Committee in its duties.
Decisions on matters relating to the personnel rights of employees in the Internal Audit Department
require the prior consent of the Audit Committee, thereby maintaining independence from the executive
directors.
Cooperation between the Audit and Supervisory Committee, the Accounting Auditor and theInternal Audit Department
The Internal Audit Department also carries out audits at the direction of the Audit Committee.
In addition, at the request of the Audit and Supervisory Committee, the Audit and Supervisory
Committee, the Accounting Auditor and the Internal Audit Department hold liaison meetings andcooperate with each other by reporting and explaining.
[Voluntary committees]
Whether there is a voluntary committee
equivalent to a nomination committee or a
remuneration committee

YesStatus of voluntary committees, composition of members and attributes of the chairman(chairperson)

Committees
equivalent tothenominationcommittee
A voluntarycommittee
equivalent totheRemuneration
Committee

Name of thecommittee

Allcommittee
members(total)Full-timecommittee
members(total)Internal
directors(total)Outsidedirectors(total)External
experts(total)OthersChairmanof thecommittee(Chairman)

Nomination
andRemuneration
Committee

3

1

1

2

0

0

Outsidedirectors

Nomination
andRemuneration
Committee

3

1

1

2

0

0

Outsidedirectors

Supplementary information
The Company has a voluntary Nomination and Remuneration Committee, the majority of whose
members are independent outside directors.
With regard to the executive directors (members of the audit committee and directors who are notoutside directors), a balance of knowledge, experience and ability is taken into consideration.
Based on the results of a mutual evaluation of the executive directors, the representative director
prepares a draft proposal and consults the Nomination and Remuneration Committee, in which the
majority of independent outside directors are members.
Based on their report, the Board of Directors then decides on the appointment proposal by resolution.
Remuneration is determined by the Nomination and Remuneration Committee in accordance with thepolicy on remuneration of directors (excluding directors who are members of the Audit Committee)
decided by the Board of Directors.
The remuneration of directors who are members of the Audit Committee is determined by the Audit
Committee.
[Relationship with independent directors]
Number of independent directors

3

Other matters relating to independent directors
The Company has designated Akira Iwata, Tomoyuki Shinkai, and Takashi Matsui, three of the outside
officers who meet the qualifications of independent officers, as independent officers and notified theTokyo Stock Exchange of their designation.
[Incentive-related]
Status of implementation of measures toprovide incentives to directors

Introduction of a performance-linked compensation
system and a stock option plan

Supplementary information on relevant items
Stock option plans are determined based on comprehensive consideration of the Company's businessenvironment, stock price, and other factors at the time of granting. The level of each payment is also
determined based on comprehensive consideration of each director's position, business performance,and contribution to the improvement of the Company's business performance.
The Company has introduced a post-delivery stock compensation plan as a performance-linked
compensation system (excluding directors who are members of the Audit and Supervisory Committee).
Further details can be found in the Reference Document for the General Meeting of Shareholders in the
Notice of the 51st Ordinary General Meeting of Shareholders.
https://www.sun-denshi.co.jp/ir_info/notes/2022/51thNoticeGeneralMeetingShareholders.pdf
Persons to whom stock options havebeen granted

Internal directors, external directors, employees andDirectors of subsidiaries, employees of subsidiaries

Supplementary information on relevant items
We believe that the growth of a company can be achieved not only through the work of a few senior
executives, but also through the work of the entire Group's workforce, which is why not only senior
executives but also the entire Group's workforce are eligible for grants.

[Directors' remuneration]
Status of disclosure (of individual
directors' remuneration)

Individual remuneration is not disclosed.

Supplementary information on relevant items
The total amount of directors' remuneration paid in the fiscal year ended in March 2024 was as follows.
Directors (excluding directors who are members of the audit committee and outside directors) : 4 people¥ 91,921,000
Directors (excluding members of the audit committee and outside directors): 1 eligible person¥ 15,240,000
Outside directors: 4 eligible people ¥ 26,855,000
The total amount of directors' remuneration is also stated in the Business Report and Annual Securities
Report, which are also available on the Company's website.
Notice of convocation：https://www.sun-denshi.co.jp/ir_info/ir_news/2024/53rdNoticeGeneralMeetingShareholders.pdf
Annual Securities Report：https://ssl4.eir-parts.net/doc/6736/yuho_pdf/S100TTTJ/00.pdf

Whether there is a policy for determining
the amount of remuneration or its
calculation method

Yes

Details of the disclosure of the policies for determining the amount of remuneration or its
calculation method① Matters related to the policy on the amount of remuneration for officers or the method of calculation ofsuch remuneration.
(i)Matters related to the determination of the amount of remuneration of officers or the method of
calculation of such remuneration.
The Company is a company with an audit committee and the remuneration policy for directors (excluding
directors who are members of the audit committee) is determined by the Board of Directors.
The remuneration policy as at the date of submission was decided by a resolution of the Board of
Directors under our group's medium-term management plan 2024-2026.
a. Basic policy
The remuneration of the Company's directors is designed to function effectively as a medium- to longterm incentive for continued growth in corporate performance and sustainable enhancement of corporate
value while promoting value sharing with shareholders. The basic policy is to ensure that it is appropriate
and commensurate with the roles and responsibilities required of each director, while making it possible
to attract and retain excellent human resources to realise these objectives.
Specifically, it consists of base remuneration and post-delivery share-based remuneration.
Subsequent delivery of share-based remuneration consists of Restricted Share Units ('RSUs'), which are
not subject to a performance condition, and Performance Share Units ('PSUs'), which are subject to a
performance condition. However, PSUs shall not be granted to outside directors.
b. Policy on determining the amount of basic remuneration
The basic remuneration (monetary remuneration) of the Company's directors is a monthly fixed
remuneration, which is determined by the Board of Directors based on a report from the Nomination andRemuneration Committee in accordance with each position, and is paid regularly each month.
c. Policy on determining the nature and amount or number of non-monetary remuneration or its
calculation method
Non-monetary remuneration, etc. is delivered after the fact as stock-based remuneration, with the aim ofpromoting sustainable growth in the Company's corporate value and promoting value sharing withshareholders.
Under this plan, after a certain period of time has elapsed after the grant of rights, and subject to thefulfilment of certain conditions, shares of the Company's common stock are delivered in a predetermined number or using a pre-determined calculation method. Specifically, the plan consists ofRestricted Stock Units ('RSUs'), which are not subject to a performance achievement condition, andPerformance Share Units ('PSUs'), which are subject to a performance achievement condition.
The RSUs are subject to the condition that the grantee continues to hold certain positions as determinedby a resolution of the Board of Directors of the Company or the Board of Directors of the Company fromthe date of grant until the expiry of the vesting period. The RSUs will be granted a base number ofshares of the Company's common stock as determined on the grant date after the expiry of the relevant
vesting period. The vesting period is one year from the grant date for one-third of the RSUs granted, twoyears from the grant date for one-third of the RSUs granted and three years from the grant date for onethird of the RSUs granted.
PSUs are available to directors who are engaged in the execution of the business. Conditions include,
among others, that they must continuously hold the position of director of the Company from the date of
grant until the end of the period covered by the medium-term management plan (three consecutive fiscal
years) to which the rights grant date belongs, or a certain position determined by a resolution of theBoard of Directors of the Company. In addition, the number of shares of the Company's common stock
obtained by multiplying the base amount of shares determined on the date of grant of rights by acoefficient determined in accordance with the degree of achievement of the performance targets set out
in the relevant medium-term management plan will be delivered. The timing of such delivery will be after
the relevant performance is determined.
d. Details of performance indicators for performance-linked remuneration and method of determining theamount of performance-linked remuneration
The performance indicators used as the basis for calculating PSUs in the pre-delivery share-based
remuneration are based on a strong incentive for the directors to achieve the medium-term management
plan.
The performance indicators are the consolidated sales, operating profit and operating profit margin
excluding Cellebrite for each financial year in the period covered by the medium-term management plan,and the number of shares to be delivered will fluctuate according to the degree of achievement of theperformance indicator targets.
The weighting of each performance indicator is 40% for sales, 30% for operating profit and 30% foroperating margin, and the average of the achievement rate for each fiscal year is used as the grant rate.
However, the maximum payment rate shall be 150%, and if the achievement rate is less than 75%, thepayment rate shall be zero.
e. Policy for determining the percentage of each type of remuneration
The Nomination and Remuneration Committee considers the proportion of remuneration by the type of
executive director, based on the remuneration levels of companies of a similar business size to theCompany, so that the composition of remuneration is such that the weighting of non-monetary
remuneration increases for the more senior positions. Then, the Board of Directors decides on theamount of remuneration, etc. for each individual director in accordance with the report of the Nomination
and Remuneration Committee.
The remuneration of directors who are members of the Audit Committee consists solely of baseremuneration.
The amount of remuneration, etc. for directors who are members of the Audit Committee is determinedby consultation of the directors who are members of the Audit Committee, within the remuneration limit
set by resolution of the General Meeting of Shareholders.

(ii) Details of resolutions of the General Meeting of Shareholders regarding remuneration of directors
The amount of monetary remuneration for Directors was resolved at the 45th Annual General Meeting of
Shareholders held on 23 June 2016 to be "within an annual amount of JPY 200 million".
At the conclusion of the 45th Annual General Meeting of Shareholders, the number of directors who are
not members of the Audit Committee is five. Separately from such monetary remuneration, a resolution
was passed at the 51st Annual General Meeting of Shareholders held on 23 June 2022 to revise theamount of remuneration for Directors (excluding Directors who are members of the Audit Committee) inconnection with the introduction of a post-delivery stock remuneration system. Specifically, it was
resolved to grant Restricted Stock Units (RSUs), which are not subject to performance conditions, andPerformance Share Units (PSUs), which are subject to performance conditions. At the conclusion of the
51st Annual General Meeting, the number of non-audit committee members on the Board of Directors
was six.
The amount of monetary remuneration for Directors who are members of the Audit Committee wasresolved at the 45th Annual General Meeting of Shareholders held on 23 June 2016 to be "not more than
25 million yen per annum". At the conclusion of the 45th Annual General Meeting of Shareholders, thenumber of directors who are members of the Audit Committee is three.
(iii) Summary of bodies and procedures for determining the policy on the amount of remuneration or the
method of calculation of remuneration for directors
The Board of Directors is the decision-making body for the Directors' remuneration policy.
The Board of Directors delegates Representative Director, President, Ryusuke Utsumi to draft the basic
remuneration, etc. of each Director.
The reason for the delegation is that the Board of Directors has decided that the Representative Director,
President is the most suitable person to evaluate each individual Director while taking into account theCompany's overall performance and other factors.
The standard remuneration amount for each position, the specific details of the RSUs and PSUs and theamounts granted, and other important matters relating to the remuneration of individual Directors otherthan members of the Audit Committee are based on the following method.
1. Taking into account the remuneration standards of companies of a similar business size to thecompany
2. Determining the amount of remuneration, etc. for each individual director by considering a structure inwhich the proportion of non-monetary remuneration increases with the higher level of office.
3. The Nomination and Remuneration Committee examines the above 1.and 2. and then the Board of
Directors decides on the amount of remuneration, etc. for each individual director in accordance with thereport from the Nomination and Remuneration Committee.
The details of individual remuneration for the current financial year were decided at the Board of
Directors' meeting held in June 2024.
Details of the remuneration of the directors are also provided in the Annual Report.
https://ssl4.eir-parts.net/doc/6736/yuho_pdf/S100TTTJ/00.pdf[Support system for outside directors]
There is no full-time staff to support the outside directors, but each department, led by the full-time
director, provides the necessary materials and information and other necessary support.

2. Matters related to functions such as business execution, auditing and supervision,
nomination and remuneration decisions (overview of the current corporate governancesystem)・The Board of Directors
In addition to the regular monthly meetings of the Board of Directors, the Board of Directors meets asnecessary to resolve, deliberate and report on matters relating to the overall management of ourgroup.
・Audit and Supervisory Committee
In addition to the regular monthly meetings of the Audit Committee, meetings are held as necessary toreceive reports from the full-time Audit Committee members on the status of the execution of theirduties and from the selected Audit Committee members on the status of the audit.
The Board of Directors receives reports and deliberates on the results of investigations and surveys,
and reports and proposes resolutions and discussion results to the Board of Directors as necessary.
・Management Meetings
Meetings attended by the directors (excluding outside directors), executive officers, and full-time Audit
Committee members are held once a month, at which the general managers of each division report on
the progress of the management plan.
The Board is responsible for reporting and discussing management issues.
・Independent auditors
The Company has commissioned Frontier Audit Corporation to carry out the accounting audit work.
The certified public accountants who performed the accounting audit work were Yukio Fujii and
Daisuke Hongo.
The assistants for the accounting audit work comprise 9 certified public accountants.
・Limited liability contract
The Company has entered into agreements with non-executive directors to limit their liability under
Article 423, Paragraph 1 of the Companies Act, and the maximum amount of liability under suchagreements is stipulated in Article 425(1) of the Companies Act.
3. Reasons for choosing the current corporate governance system
The Company has adopted a corporate governance system with an Audit Committee for the following
reasons
1. Enhanced monitoring
As Audit Committee members have voting rights at meetings of the Board of Directors, they are able toexercise a monitoring function over management by opposing inappropriate proposals by executive
directors.
In addition, the Audit and Supervisory Committee members appointed by the Audit and Supervisory
Committee have the right to express their opinions on the election, dismissal and remuneration of
directors (excluding directors who are Audit and Supervisory Committee members) at the General
Meeting of Shareholders. The Audit and Supervisory Committee members, who are selected by the
Audit and Supervisory Committee, also have the right to express their opinions on the election,
dismissal, remuneration, etc. of directors (excluding directors who are Audit and Supervisory Committee
members) at the General Meeting of Shareholders.
2. Speeding up decision-making in the execution of businessIn the case of a company with an Audit and Supervisory Committee, if the majority of the directors areoutside directors, or if the articles of incorporation so stipulate, certain important business execution
decisions may be delegated to directors (excluding directors who are Audit and Supervisory Committee
members). This enables the Board of Directors to make quick decisions on important business
operations. This allows the Board of Directors to concentrate on monitoring the executive directors.

III. Status of implementation of measures concerning shareholders and other interested
parties
1. Efforts to revitalise the General Meeting of Shareholders and to facilitate the exercise of voting
rightsSupplementary information
The electronic provision measures were disclosed earlier than the statutory
Early dispatch of notices
deadline. However, the mailings were sent out on the existing statutoryof general meetings ofdate (10 June).
shareholders
Setting up shareholder
meetings to avoid
concentrated days
Exercise of voting rights
by electromagnetic
means
Participation in theelectronic voting platformand efforts to improvethe voting environment
for other institutional
investors

The date of the Ordinary General Meeting of Shareholders is set to avoid
concentrated days.

Provision of the notice ofconvocation (summary)in English

The English version will be available from the Notice of Convocation of theGeneral Meeting of Shareholders in June 2020.

OthersWe recognise that this is an issue that needs to be considered in the future.
We recognise that this is an issue that needs to be considered in the future.

From the perspective of early disclosure of information to shareholders, theCompany takes measures to provide information electronically on its
website and TDnet earlier than the statutory deadline.
In addition,
1. at the General Meeting of Shareholders of the Company in previous
years, explanatory slides including graphs are displayed when
explaining the business report and consolidated financial statements,
in order to help shareholders understand the Company's business.
2. narration is used in the reports on the business report and consolidated
financial statements to promote understanding among shareholders.
3. a shareholder newsletter is posted on the Company's website
immediately after the General Meeting of Shareholders.

2. Activities related to investor relations
Supplementary information
Preparation andpublication of adisclosure policy

Regular briefings forindividual investors

Regular briefings foranalysts and institutional
investors

In light of the Fair Disclosure Rules, which came into
effect on 1 April 2018, the Company will consider
preparing and publishing a disclosure policy.
We do not currently hold these meetings on a regularbasis.
In the future, we will consider holding such sessions
complying with the purpose and the significance of
the Fair Disclosure Rules, as a means to ensure aproper understanding of our corporate value, reducing
the information gap between institutional andindividual investors.
The financial results presentation for the fiscal year
ended in March 2024 was given online on May 31.
The video and the material of this presentation are

Whether the
representatives
themselves give
explanations

None

Existent

Regular briefings foroverseas investors

IR materials posted on
websiteEstablishment of adepartment (or person)in charge of IR

posted on the Company's website.
We do not currently hold regular meetings, but we do
respond to enquiries on an individual basis.
Various reports, explanatory materials for financial
results, notices of convocation of general meetings ofshareholders, shareholder newsletters, etc. areposted on the Company's website, and explanatory
materials for financial results and notices ofconvocation of general meetings of shareholders arealso posted in English.
In addition, in light of the Fair Disclosure Rules thatwill come into effect on 1 April 2018, we will continue
to consider expanding the provision of information on
our website, including the translation of the
convocation notice into English.
At present, investor relations is handled by the Public
Relations and Investor Relations department.

None

3.Efforts to respect the position of stakeholders
Supplementary information
Respect for the position A number of internal rules and regulations are in place to raise awarenessof stakeholders inwithin the company.
internal rules andregulations
Recognising that the 21st century is the "Environmental Century", we
Implementation ofhave established the "Environmental Management Regulations" and areenvironmental protection committed to the growth of our business and the reduction of our impact
activities, CSR activities, on the global environment.
etc.
In addition, we have obtained the "Privacy Mark" and are promoting
activities to protect personal information.
Formulation of policies
A number of internal rules and regulations are in place to raise awarenessand other matterswithin the company.
relating to the provisionof information to
stakeholders
Our Group promotes the recruitment of foreign nationals and genderequal personnel in all positions. In addition, to support a balance between
work and childcare, Our Group is working to create a comfortable working
environment, including leave and leave before and after childbirth and forchildcare, and a system of shortened working hours.
The use of the childcare leave system by male employees is gradually
gaining ground.
In addition, various systems are in place to support self-development andmutual interaction and activation among employees.
We strive to thoroughly manage working hours and reduce long working
Othershours, while at the same time we provide medical check-ups andguidance on lifestyle-related diseases, and have a mental healthconsultation service.
We believe that promoting the physical and mental health management of
our employees will in turn improve productivity and increase our corporate
value.
Although we do not yet have any female directors, we see theappointment of female directors as an issue that we should continue towork on.

IV. Matters relating to internal control systems, etc.
1. Basic policy on internal control system and its development
1. Systems to ensure that the execution of duties by directors and employees complies with laws andregulations and the Articles of Incorporation
・Directors and employees shall strive to engage in legitimate and fair business activities that meetthe needs of society in accordance with the Directors' Regulations and the Employees' Employment
Regulations.
・In order to ensure compliance with laws, regulations and internal rules in our business activities, wehave established compliance regulations and appointed a compliance officer.
・We will identify the laws and regulations that apply to our business, establish a basis for compliancewith legal requirements, and provide education and awareness from time to time.
・The Internal Audit Department, which reports directly to the President and CEO , shall audit
compliance and report to the Board of Directors and the Audit Committee.
・The Company has introduced an internal reporting system to prevent violations of laws, regulations,
the Articles of Incorporation and internal rules, and in the event of a violation, the Company willpromptly ascertain information and take action.
・The Company shall resolutely exclude and block antisocial forces and groups, and the General
Affairs Department shall deal with them in close cooperation with the police and other external
specialized agencies.
2．System for the storage and management of information relating to the execution of duties bydirectors
・In accordance with laws, regulations, the Articles of Incorporation, and internal rules, the Company
shall preserve and manage information related to decision-making at the Board of Directors, theExecutive Committee, and other important meetings, information related to important decisions madeby the President and Representative Director, executive officers, and other persons, and information
related to finance, other administrative operations, risk, and compliance. The information shall be
stored and managed in accordance with laws, regulations, the Articles of Incorporation and internal
rules.
3. Regulations and other systems for managing the risk of loss
・In accordance with the Risk Management Rules, the Company aims to minimize losses by
preventing the occurrence of risks and responding appropriately to any risks that may arise.
4. System to ensure the efficient execution of duties by directors
・In order to achieve swift and highly efficient corporate management, an executive officer system will
be introduced to clarify the roles of directors (excluding directors who are members of the Audit
Committee) and executive officers. The roles of directors (excluding directors who are members of the
Audit Committee) and executive officers will be clarified.
・The Board of Directors, which meets once a month in principle, makes decisions on importantmanagement matters in accordance with relevant laws and regulations, the principles of businessjudgment, and the duty of care of a good manager, and regularly reports on the status of the executionof duties.
・The responsibilities and authorities for the execution of business are set out in the Rules on
Division of Duties and Organization Rules.
・Important business operations are deliberated on by the Management Committee, which consists ofdirectors and executive officers, in order to conduct a multifaceted review.
・Matters relating to the operation of the Board of Directors are set out in the Regulations of the Boardof Directors, and basic matters relating to directors are set out in the Regulations of the Directors.
5. The following systems and other systems to ensure the appropriateness of business operations of
the corporate group consisting of the Company and its subsidiaries (hereinafter referred to as the"Group")a． A system for reporting to the Company on matters relating to the performance of duties bydirectors, executive officers, employees who execute business, persons who are required to perform
duties under Article 598, Paragraph 1 of the Companies Act, and other persons equivalent to these
persons (referred to as "directors, etc." in C and D) of subsidiaries. Systems for reporting to theCompany on matters relating to the execution of duties by directors, executive officers, employees,
persons who are to perform duties under Article 598, Paragraph 1 of the Companies Act, and otherpersons equivalent thereto (referred to as "directors, etc." in (c) and (d))
・The Company requires its subsidiaries to submit to the Company monthly financial statements,
quarterly financial statements, and other relevant materials as necessary, in order to obtain an
accurate understanding of the management of the subsidiaries, in accordance with the Company's
Regulations for the Management of Affiliated Companies.
・The Company shall require subsidiaries to report to the Company their operating results, financial
condition, and other important information at the quarterly meetings of the Board of Directors, which
are attended by the Company's directors.
b． Rules and other systems for managing the risk of loss in subsidiaries
・In accordance with the Company's risk management regulations, the Company requires its
subsidiaries to prevent the occurrence of risks and to take appropriate measures to deal with any risks
that may arise, in order to minimize the Company's losses.
・The Company requires its subsidiaries to establish a system whereby any violation of laws andregulations, or any other fact that may cause significant damage to our group, is immediately reported
to the department in charge of managing the subsidiary as soon as it is discovered.
c. System to ensure the efficient execution of duties by directors, etc. of subsidiaries System to ensurethat the execution of duties by directors, etc. of subsidiaries is carried out efficiently
・The Company shall respect the autonomy and independence of the management of its subsidiaries,and shall require its subsidiaries to formulate basic policies and rules necessary for the execution of
their business operations in order to contribute to the proper and efficient management of its
subsidiaries.
・The Company shall require its subsidiaries to make decisions on important management matters at
the quarterly meetings of the Board of Directors attended by the Company's directors in accordancewith relevant laws and regulations, principles of business judgment, and the duty of care of a goodmanager, and to report regularly on the status of execution of duties and other matters.
d. System to ensure that the execution of duties by directors and employees of subsidiaries complies
with laws and regulations and the Articles of Incorporation
・The Company requires its subsidiaries to establish a system whereby its directors, etc. andemployees strive to conduct legitimate and fair business activities that meet the needs of society inaccordance with the basic policies established by the subsidiaries.
・The Company shall require its subsidiaries to be assessed by a member of the Audit Committee
selected by the Audit Committee of the Company and the department in charge of internal audit inorder to confirm the status of compliance and the development and operation of internal control
systems.
・The Company requires its subsidiaries to introduce and use an internal reporting system for the
early detection and correction of legal violations and other compliance issues.
6. Matters concerning employees who are to assist the Audit Committee in its duties
・Employees of the Internal Audit Department shall assist the Audit Committee in its duties(hereinafter referred to as "Audit Assistants"). Employees of the Internal Audit Department assist the
Audit Committee in its duties (hereinafter referred to as "Audit Support Staff").
7. Independence of audit support staff from directors (excluding directors who are members of theaudit committee)
・Audit assistants are subject to the direction and orders of the Audit Committee and Audit Committee
members selected by the Audit Committee.
・The prior consent of the Audit Committee is required for decisions on matters relating to theappointment of audit support staff.
8. Matters relating to ensuring the effectiveness of instructions given by the Audit Committee to
employees who assist the Audit Committee in its duties

・Directors (excluding directors who are members of the Audit and Supervisory Committee) andemployees shall cooperate in the development of the audit environment so that the work of the audit
support staff, who are to assist the Audit and Supervisory Committee, can be carried out smoothly.
Directors (excluding Directors who are members of the Audit Committee) and employees shallcooperate in the development of the audit environment so that the work of the audit support staff who
are to assist the Audit Committee in its duties can be carried out smoothly.
9. The following systems and other systems for reporting to the Audit and Supervisory Committee of
the Company
a. System for reporting to the Audit Committee by the Company's directors (excluding directors who
are members of the Audit Committee) and employees b. Systems for reporting by the Company's
directors (excluding directors who are members of the Audit Committee) and employees to the Audit
Committee of the Company
・Directors (excluding Directors who are members of the Audit Committee) and employees shallimmediately report to the Audit Committee any fact that may cause significant damage to theCompany. Directors (excluding Directors who are Audit & Supervisory Board Members) andemployees shall immediately report to the Audit & Supervisory Board any facts that may causesignificant damage to the Company.
・The Audit Committee members selected by the Audit Committee shall attend meetings of the Boardof Directors and other important meetings in order to gain an understanding of the important decisionmaking process and the status of business execution.
・The Audit and Supervisory Committee members selected by the Audit and Supervisory Committee
may inspect major approval documents and other important documents related to the execution ofbusiness, and may request explanations from directors (excluding directors who are Audit andSupervisory Committee members) or employees as necessary. The Audit and Supervisory Committee
members selected by the Audit and Supervisory Committee may inspect major approval documents
and other important documents concerning the execution of business, and may request explanations
thereof from directors (excluding directors who are Audit and Supervisory Committee members) or
employees as necessary.
b. The Company's subsidiaries’ Directors, corporate auditors, executive officers, employees who
execute the business of the Company's subsidiaries, persons who are required to perform duties
under Article 598(1) of the Companies Act, and other persons equivalent to these persons.
(referred to as "Directors, etc." in this item) (in this item, "Directors, etc.") and employees, or persons
who receive reports from these persons, to the Audit Committee of the Company.
・Directors, etc. and employees of subsidiaries shall promptly and appropriately report to the Audit
Committee of the Company on matters related to the execution of business when requested to do soby the Audit Committee members selected by the Audit Committee.
・Directors, etc. and employees of subsidiaries shall immediately report to the department in charge ofmanaging subsidiaries as soon as they discover any violation of laws and regulations, etc., or any
other facts that may cause significant damage to our group, and the department in charge shall reportto the Audit Committee.
・The department in charge of the management of the Company's subsidiaries and the department incharge of internal audit regularly report to the Audit Committee of the Company on the current status
of internal control audit, compliance, risk management, etc. in the subsidiaries.
10. System to ensure that those who report to the Audit Committee of the Company are not subjected
to disadvantageous treatment by reason of such reporting
・The Company shall clearly stipulate in its Internal Reporting System Operation Rules that it shallprohibit any disadvantageous treatment of directors, corporate auditors and employees of our group
who have reported to the Audit Committee of the Company on the grounds that they have made sucha report.
11. Matters relating to the policy regarding the prepayment of expenses incurred in the execution ofduties by members of the Audit Committee of the Company
・When a member of the Audit & Supervisory Board of the Company makes a request to theCompany for advance payment of expenses in connection with the performance of his/her duties, theCompany shall promptly dispose of such expenses or debts after deliberation by the department incharge of accounting, unless it is proved that the expenses or debts relating to such request are notnecessary for the performance of the duties of the Audit & Supervisory Board member.
12. Other systems to ensure that the audits of the Audit Committee of the Company are conductedeffectively
・Regular exchange of opinions between the Representative Director and the Audit and Supervisory
Committee shall be held.
・In addition to holding liaison meetings between the Audit Committee, the accounting auditor and thedepartment in charge of internal audit at the request of the Audit Committee, the Company shallestablish a system to ensure that the Audit Committee's audits are conducted effectively by ensuring
the attendance of Audit Committee members at various meetings.
2. Basic approach to the elimination of antisocial forces and the status of its development
1. Basic approach towards antisocial forces
・The Company shall not provide any benefits to antisocial forces, nor shall it be involved with
antisocial forces in any way.
・The Company's employees (all those who work for the Company) must be committed to social
justice, and to winning the trust of customers, the market and society, they must not tolerate unjustified
intervention by anti-social forces, and must show their determination to eliminate them.
2. System for the elimination of antisocial forces
・In order to cope with antisocial forces, the Company will describe such forces in the Compliance
Rules and the Rules for Dealing with Antisocial Forces, and under the supervision of the officer incharge of compliance, the entire company will work together to ensure that all employees are aware ofand thoroughly understand how to deal with such forces.
・Organizationally, the director in charge of compliance, the head of the division in charge of generalaffairs, the head of the division in charge of legal affairs, and the legal counsel will take the lead inseeking guidance from external organizations such as the police to deal with the situation.

V. Others
1. Introduction of anti-takeover measures
Introduction of takeover defense measures
Supplementary information on relevant items
━━━

None

2. Other matters related to corporate governance systems, etc.
“A schematic diagram of the corporate governance system" and "An outline of the timely disclosuresystem".

General Shareholders Meeting
Appointment/Dismissal

Appointment/Dismissal

Appointment/Dismissal

ReportNomination andCompensation Committee

OpinionConsulting

Board Meeting

Audit Committee

Directors（Excluding members of theaudit and other committees）

ReportAudit

Directors who are membersof Audit Committee

Re
ReportCo-operation

Selection/Dismissal/Supervision

ReportCEO

Cooperation

Internal Audit Dept.

Accounting
Cooperation

Instruction

ReportInstruction

ReportInternal Control
Committee

Cooperation
Audit

Business Divisions/Affiliated Companies

Accounting
Audit

Auditor