Open House Group Co., Ltd.

Basic Policy on Corporate Governance

Established: June 22, 2016
Revised: December 21, 2016
Revised: December 22, 2017
Revised: December 24, 2021
Revised: January 31, 2022
Revised: December 23, 2022

Article 1 General Principles
The Company, under the Group's corporate philosophy of ‘Remain committed to pursuing"Houses that customers want" honestly and constantly' aims to be a real estate company needed bysociety. In order to do this, we focus on the development and expansion of organizational structures
to ensure the appropriateness of organizational management, and establish an organizationalfoundation for the sustainable growth of the Group and the realization of maximizing long-term
corporate value. From this recognition, the Company has formulated and disclosed the "Basic Policy
on Corporate Governance" (hereinafter referred to as "this basic policy") which shows the basic
thoughts and basic policy on the corporate governance of the Group.
The Company, positioning this basic policy as the highest norm for the corporate governance of
the Group, will practice management based on this basic policy while fully considering the purposeand background of the Corporate Governance Code.

Article 2 Management Structure
1. Management Policy(1) Business Policy
A. Corporate Philosophy & Basic Management Policy
The Company discloses the Group's corporate philosophy, management strategy, and management
plans on its website and in our consolidated financial highlights, etc. Through sharing the corporate
philosophy and company charter, the Company communicates the direction the Group is aiming forwith its shareholders and investors (hereinafter referred to as "shareholders, etc.").
In addition, the Board of Directors and management executives disclose their performance targets
every quarter and commit to shareholders, etc., while striving to achieve those goals. If the actual
performance is anticipated to significantly deviate from the target, we will conduct a thoroughanalysis, explain the situation to shareholders, etc., and incorporate it in the subsequent plans.
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B. Appropriate Risk-Taking
The Company acknowledges that the management team can exercise extensive discretion within
the scope of their respective areas of expertise, and creates and environment that enables the
management executives to take appropriate risks.
The Board of Directors thoroughly and comprehensively reviews the validity of proposals madeby the management team, considering market trends and specific profit plans, etc. Also, when
implementing proposals approved by the Board of Directors, the responsibilities of the management
team related to the execution are clearly defined, and the swift and decisive decision-making of the
management executives is supported.
C. Information Disclosure
The Company, in addition to making disclosures based on laws and regulations, actively seek toprovide essential information to various stakeholders, including shareholders, etc. In doing so, we
strive as much as possible to provide high-value information, not only about quantitative data but
also non-financial information.
Furthermore, the Company provides translations of particularly important information in English
among the disclosed documents.
D. Fiduciary Responsibility of Officers and Executives
The officers and management team fully acknowledge their fiduciary responsibilities to eachshareholder, etc., and strive to perform their duties towards the realization of common interests ofshareholders, etc., including the enhancement of medium to long-term corporate value, while
ensuring appropriate collaboration with stakeholders, including shareholders etc.
E. Remuneration of the Management Executives and Board of Directors
The Board of Directors establishes and discloses policies and procedures regarding thedetermination of remuneration for management executives and directors. They strive to ensure
objectivity and transparency in these remuneration determination procedures as much as possible.
Furthermore, the Company aims to incentivize diligence towards improving medium to long-term
corporate value, such as by granting performance-linked remuneration and stock compensation to
the management team under fair and appropriate conditions.
F. Succession Plan
The Board of Directors recognizes the plan to nurture the next generation of leaders who will takeon management as an important management issue and actively addresses it. We strive to assign
appropriate responsibilities to the candidates who will take on the management of the next
generation and promote a cycle of management, with oversight carried out by the Board of Directors.
G. Non-association with Antisocial Forces
The Group does not maintain any relationships with organized crime groups, professional
troublemakers, or other anti-social forces, and firmly rejects any unjust demands from such entities.
2(2) Capital Policy
The Company's basic policy for capital management is to continue making growth investments toimprove the long-term corporate value while keeping an eye on the balance between the capitalefficiency and financial soundness of the entire Group. Additionally, we recognize returning profits
to shareholders etc. as a key management issue. As a fundamental policy of dividend distribution, we
aim to continually deliver stable dividends while considering future business expansion andstrengthening our financial position.
For capital policies that may lead to changes in control rights or significant dilution, the Board of
Directors will make decisions in accordance with the provisions of the Companies Act, Financial
Instruments and Exchange Act, Securities Listing Regulations, etc., after sufficiently deliberating on
the necessity and rationality of the use of funds. In addition to disclosing information on the
Company's website, we will communicate with shareholders, etc. by utilizing financial results
briefings and general meetings of shareholders.
The Company, upon precisely comprehending the capital cost, will disclose information about
profitability and capital efficiency targets, as well as policies and conditions related to the businessportfolio, through financial results briefings, etc. We will also disclose specific steps to achieve theseobjectives and provide explanations to shareholders, etc.

2. Organizational Structure to Ensure the Appropriateness of Corporate Management(1) Duties and Functions of the Board of Directors
A. Basic Duties
The Board of Directors takes on the following responsibilities primarily for sustained growth andenhancement of corporate value in the medium to long terms. The Company, acknowledges that themedium-term management plan is a commitment to shareholders, etc., and is dedicated to its
development.
1. Constructive discussions on corporate strategies, etc., and the establishment of their direction.
2. Supervision of management's execution of duties, evaluation of the company's performance, andreflection of these evaluations in executive personnel decisions.
3. Appropriate supervision of information disclosure, as well as supervision of the establishment andoperation of internal control systems and company-wide risk management systems.
4. Appropriate management of conflict-of-interest transactions.
B. Initiatives to Invigorate the Deliberations of the Board of Directors
The Board of Directors, in an effort to invigorate the discussions, will implement the following
initiatives. Additionally, will strive to foster an atmosphere that respects open, frank, andconstructive discussions and exchanges of opinions.
1. Distribute Board of Directors' materials well in advance of the meeting date.
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2. Provide directors with additional information other than 1. in an appropriate format as needed.
3. Determine the annual schedule and the broad outline of expected deliberation items in advance.
4. Control the number of items for deliberation to an appropriate amount, while also holding Boardof Directors' meetings at least once a month.
5. Ensure sufficient deliberation time.
Moreover, the Board of Directors, in order to enable swift and accurate decision-making, willconduct an analysis and evaluation of the overall effectiveness of the Board, and disclose itssummary.
C. Nomination of Officer Candidates and Appointment/Dismissal of Management Executives
1. The Board of Directors makes decisions on the nomination of officer candidates and theappointment or dismissal of management executives following thorough discussions and exchangesof opinions, and in accordance with internal regulations. Furthermore, the Nomination andRemuneration Committee, independent of the Board of Directors, deliberates on the suitability of theselections and presents the results to the Board.
Particularly for the appointment or dismissal of management executives, including the CEO, we
ensure the objectivity, timeliness, and transparency of the process. In cases where dismissal isconsidered, we thoroughly evaluate the existence and degree of violations of laws and articles ofincorporation, physical and mental impairment, significant incompetence in duties, and failures inmanagement judgment, among others. Based on these considerations, we decide on a proposal for
dismissal following deliberation at the Board of Directors.
2. In nominating executive candidates, we define critical knowledge, experience, and capabilities
relevant to the management of the entire Group, and consider these in combination with character,background, and other factors. On the other hand, when appointing or dismissing management
executives, we consider their performance and contributions within the Company, and deem it
crucial that they possess sufficient capabilities and expertise in their respective fields. Moreover, we
will disclose the reasons for each appointment, dismissal, or nomination.
3. To ensure that the Board of Directors can make swift decisions while adequately performing its
managerial functions, the Company has adopted a policy of nominating a select few qualified
individuals, limiting the number of directors to the minimum necessary for job execution as
stipulated in the articles of incorporation, and achieving a balance between diversity and appropriate
size. Furthermore, the Company will disclose a list detailing the combination of skills possessed by
the appointed directors.
D. Governance Structure and Matters Delegated to the Board of Directors
The Company outlines matters to be resolved by the Board of Directors in the Board of Directors
Regulations and makes decisions on statutory matters and other issues of equal importance based on
the Companies Act through Board resolutions. Under the governance structure stipulated in this4

basic policy, the Board of Directors deliberates and decides on statutory matters, managementrelated issues, and other key matters (such as specific distributions of surplus dividends and officer
remuneration) in accordance with the Board of Directors Regulations. Conversely, the management
team carries out specific operations in their respective fields of responsibility in line with the basic
policies and management plans determined by the Board of Directors.
(2) Control by the Audit & Supervisory Board Members and Outside Directors
A. Audit & Supervisory Board and Audit & Supervisory Board Members
The Audit & Supervisory Board and the Audit & Supervisory Board Members are fully aware of
their fiduciary responsibilities to shareholders, etc., and fulfill their duties based on an objective
position independent from the Company. Moreover, the Audit & Supervisory Board and Audit &Supervisory Board Members actively collect information in close collaboration with the internal
audit department, provide necessary opinions to the Board of Directors and management, andactively and positively exercise the authority granted to the Audit & Supervisory Board and Audit &Supervisory Board Members.
Regarding the nomination of Audit & Supervisory Board Members, we adopt a policy of
appointing at least one person who not only possesses appropriate experience and abilities, but also
has sufficient knowledge in finance, accounting, and legal affairs.
B. Outside Directors
The Company will ensure that independent outside directors constitute more than one-third of theBoard of Directors to ensure the effectiveness of management supervision by the Board. The Boardof Directors will select candidates who possess independence and are expected to make positive
contributions to board deliberations, based on the " Criteria for Judging the Independence of Outside
Directors and Outside Audit & Supervisory Board Members" as specified in the attached document“Appendix”.
Independent outside directors, recognizing that they are expected to express their own opinions
independently from the management team, will supervise the execution of duties and conflict ofinterest transactions by the management and directors. They will also provide advice for the medium
to long-term improvement of corporate value, taking into full consideration the opinions ofstakeholders.
C. Nomination and Remuneration Committee
The Company will establish a Nomination and Remuneration Committee, in which outside
directors make up a majority, as a voluntary mechanism aimed at enhancing corporate governancethroughout the Group. This Committee has the authority to deliberate on the nomination ofimportant officers within the Group, determine the amount of individual remuneration for our
directors, and others. From an objective standpoint that maintains a certain distance from theexecution of the Company's operations, it complements the decision-making of the Board of5

Directors.
(3) Control by Employees etc.
A. Internal Reporting System
In addition to the internal reporting system, the Company have set up an external reporting
channel, independent of the management team, to comprehensively safeguard the confidentiality of
those providing information and to prevent any adverse treatment towards them. The Board of
Directors will regularly receive updates on the functioning of the internal reporting system and willoversee its management.
B. Internal Audit Department
The Company has established an Internal Audit Department to strengthen internal controls. The
Internal Audit Department will discuss the operational status of internal audits, implementation
policies, key issues, etc. with the directors, Audit & Supervisory Board Members, and relevant
departments. It will also strive for thorough information exchange and clear communication, playing
a pivotal role in the tripartite audit system.
(4) Control by Outside Accounting Auditors
A. Measures to Ensure Proper Auditing
The Board of Directors and the Audit & Supervisory Board will implement the following
measures to ensure proper auditing.
1. Actively share information and provide materials to outside accounting auditors.
2. Pre-consultation with outside accounting auditors and provision of audit time designated byoutside accounting auditors.
3. Regular meetings with top management based on requests from outside accounting auditors.
4. Information sharing among outside accounting auditors, Audit & Supervisory Board Members,internal audit departments, and outside directors.
5. Establishing a system to deal with cases where outside accounting auditors discover misconduct
and request action.
B. Securing Appropriate Outside Accounting Auditors
The Audit & Supervisory Board will establish criteria for the appropriate selection and evaluationof outside accounting auditors and will review their suitability based on these criteria. Additionally,
the board will regularly verify the independence and expertise of the outside accounting auditors
through their audit implementation status, audit reports, and other means.
(5) Discipline Regarding Officers
A. System for Accessing Information
The Company strives to maintain and strengthen the following systems to enable officers toeffectively fulfill their duties. Also, under this system, officers are expected to actively gather
information.
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1. A system for officers to get advice from outside experts such as lawyers, at the company's expense.
2. A system that allows officers, including outside directors, to timely and accurately obtainnecessary information through mailing lists and internal intranets.
B. Disclosure of Concurrent Positions
If officers hold positions at other listed companies, they should do so only within a reasonable
scope. In such cases, the concurrent situations will be disclosed annually.
C. Officer Training
The Company will consider the need for organizational efforts regarding officer training,
considering its importance and necessity.

Article 3 Dialogue and Collaboration with Stakeholders
1. Shareholders etc.
(1) Basic Policy for Dialogue
The Company positions the timely, appropriate, and fair provision of necessary information as afundamental policy for IR (Investor Relations), and to promote constructive dialogue withshareholders, etc., we implement the following policies.
1. Establishment of an IR department and appointment of a director in charge of the department.
We have established a department (hereinafter referred to as the "IR department") to serve as apoint of contact for actual dialogue (meetings) with shareholders, etc. The director in charge of IR or
their appointee (hereinafter referred to as the "IR officer") will handle these interactions.
2. Organic collaboration with each department in the company through meetings, etc.
The IR officer shares information with each department in the company through meetings andother bodies, aiming for organic collaboration.
3. Active dissemination of information and implementation of dialogue with shareholders, both
domestic and overseas.
We will hold financial results briefings every quarter for domestic shareholders, etc. Additionally,
we will disseminate financial information and conduct visits to overseas investors by our directors.
4. Feedback of shareholder opinions to top management
The IR officer appropriately reports the opinions of shareholders, etc. they have gathered to the
executive management team.
5. Operation of internal regulations, etc. to prevent the release of insider information.
The Company has established strict operation of regulations, guidelines, etc. regarding themanagement of information, including insider information. In this way, we take great care to ensurethat insider information is not released during dialogues with shareholders, etc.
(2) Securing Shareholder Rights
The Company has implemented various measures, including the disclosure of information and the7establishment of an appropriate environment, to substantively ensure the opportunities and fairnessof exercising shareholder rights. We recognize that minority shareholder rights are a valuable control
mechanism for the company, and we strictly refrain from taking measures that would hinder this. We
will establish various procedures, including how to exercise minority shareholder rights, to ensure
opportunities for the exercise of these rights.
(3) Operation of the General Meeting of Shareholders.
A. Basic Stance
The Company recognizes that the general meeting of shareholders is a forum for constructive
dialogue with shareholders, and we will work to create an environment that facilitates the exercise ofshareholder rights at the general meeting.
B. Analysis of Opposition Votes
If a significant number of opposition votes are cast against our proposed resolutions, we will
analyze the cause, considering the nature of the resolution and the shareholder composition. In
addition, we will consider disclosing the results and the status of reflecting them in businessexecution.
C. Notice of Convocation/Electronic Voting Platform
The Company strives to ensure adequate deliberation periods for shareholders by committing to
the early dispatch of convocation notices. We are also working on creating an environment thatallows shareholders to access convocation notices electronically. Particularly from the perspective ofaccommodating institutional and foreign investors' exercise of voting rights, we provide anelectronic voting platform and implement the translation of convocation notices into English.
D. Appropriate Setting of Schedule and Location
In deciding the date and location of the General Meeting of Shareholders, the Company will avoid
peak days and set an appropriate location considering factors such as cost of holding the meeting andthe convenience for attending shareholders.
E. Understanding of Substantial Shareholders
The Company strives to understand its substantial shareholders, such as institutional investors, etc.,
who hold shares in the name of trust banks, etc. This is done by verifying the shareholder structureon the shareholder registry as of the end of March and September each year, and conducting
investigations as necessary. In addition, the Company, after consultation with trust banks, only
recognizes the exercise of rights by shareholders listed on the shareholder registry at the General
Meeting of Shareholders.
(4) Information Disclosure
A. Basic Stance
The Company is committed to proactive information disclosure to enable shareholders, etc. tomake informed decisions regarding the exercise of their rights at the General Meeting of8

Shareholders.

B. Disclosure of Related Party Transactions
When the Company engages in transactions with related parties, we disclose such transactions inthe securities report based on the Companies Act, Financial Instruments and Exchange Act,accounting standards, and other relevant regulations.
(5) Share Acquisition and Shareholdings
A. Strategic Shareholdings
1. The Company, when considering strategic shareholdings, weighs the benefits gained fromstrengthening trading relationships against the investment amount and other factors. We thoroughly
verify the mid-to-long term economic rationality and future prospects before deciding whether tohold these shares. When exercising voting rights related to strategic shareholdings, we consider theoverall impact on the corporate value of both the Company and the investee firms. The approval ordisapproval of each proposal is individually determined from the perspective of whether it
contributes to the enhancement of the Company's corporate value.
2. The Company, when holding strategic shareholdings, will periodically verify the appropriatenessof each strategic shareholding at the Board of Directors meeting and disclose the content of theverification as necessary.
3. The Company, when holding its own shares as strategic shareholdings, will not undertake any
actions that directly or indirectly hinder the sale or similar actions of the company holding thesestrategic shareholdings (hereinafter referred to as the "strategic shareholder"). In addition, when
dealing with strategic shareholders, the Company will give sufficient consideration to the benefits of
the Company and its shareholders.
B. Takeover Defense Measures
The Company shall not introduce takeover defense measures as a principle. In the event that theCompany's shares are subject to a public tender offer, the Board of Directors will promptly disclose
its views in order to prevent confusion in the stock market. Furthermore, the Company respects therights of shareholders, etc., and will not hinder them from responding to a public tender offer.

2. Stakeholders other than Shareholders, etc.
(1) Basic Stance
The Company, under the basic concept that appropriate collaboration with various stakeholders isnecessary for the sustainable growth and medium-to-long term improvement of corporate value of
the Group, concretizes the guidelines for its practice in the corporate charter, and carries out
management based on this. The Board of Directors and management team shall strive to foster a
corporate culture and climate based on this philosophy.
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(2) Customers
The Company, with the awareness of the importance of actively incorporating customer feedback
into our business operations, we have established quality management departments within each of
our group companies. We are committed to enhancing customer satisfaction, focusing on areas suchas after-sales service.
(3) Business Partners
The Company, in order to prevent fraudulent and inappropriate transactions within the Group,
opens internal reporting channels to business partners and ensures a system that allows business
partners to report any fraudulent or inappropriate treatment they have received from the Company.
(4) Employees
The Company strives to disseminate the corporate charter and employee behavior standards,
which serve as guidelines for employee behavior, and reviews them at the Board of Directors
meetings. In addition, the Company positions diversity promotion as one of its importantmanagement strategies across the entire Group, and continuously work on human resources
development and improving the internal environment to ensure diversity of personnel, including
women and persons with disabilities.
(5) Society and Environment
The Company recognizes that addressing issues surrounding sustainability, including responses toclimate change, is a critical management issue for the entire Group. In accordance with theCompany's established "Environmental Policy" and "Human Rights Policy", we strive to addressthese issues as much as possible. Moreover, we will collect and analyze necessary information about
the impacts of risks and profit opportunities related to climate change, and we will disclose suchinformation.

Article 4 Amendment and Abolition Procedures
Amendments and abolitions of this basic policy shall be conducted by the Company’s Board of
Directors.

10Appendix:
Criteria for Judging the Independence of Outside Directors and Outside Audit & Supervisory Board
Members

The Company has established the following criteria and policies regarding the independence ofOutside Directors and Outside Audit & Supervisory Board Members. Please note that "the Group"refers to the collective term for the Company and its subsidiaries and affiliated companies.

a. They are not currently an officer or employee of the Group (excluding Outside Directors andOutside Audit & Supervisory Board Members, the same applies hereafter). And has not been an
officer or employee of the Group in the past.
b. They do not fall under any of the following categories in the past five years.
i. Officer or employee of a supplier or vendor that provides products or services to the Group, andwho has ongoing transactions amounting to more than 2% of their annual consolidated net sales.
ii. Officer or employee of a client of the Group, where there are transactions that continuously
exceed 2% of the Group's annual consolidated net sales.
iii. Officer or employee of a major lender to the Group (referring to a lender related to an amountexceeding 2% of the Group's consolidated total assets)
ⅳ. Shareholder who holds more than 10% of the total voting rights of the Company, or an officer or
employee of such a shareholder.
ⅴ. Officer or employee of a company where the Group has voting rights, and the Group holds morethan 10% of the total voting rights of the shareholders of that company.
ⅵ. Consultants, accounting professionals, or legal professionals who receive significant financial ormaterial benefits from the Group, excluding officer remuneration (including those who belong tosuch organizations, such as corporations or associations).
c. They are not within the second degree of kinship with the following individuals.
ⅰ. Officer or key employee of the Group.
ⅱ. Any individual that falls under any of the categories in section b.
d. They should not be an officer or employee of a company that has reciprocal officer appointmentswith the Group.

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