This document is a translation of the original Japanese document and is only for reference purposes.
In the any discrepancy between this translated document and the original Japanese document, the later shall prevail.

SANYO SHOKAI LTD.

Corporate Governance Policy
Chapter 1

General Provisions

Basic concept concerning corporate governance
Chapter 2

Securing the Rights and Equality of Shareholders

1.

General Meeting of Shareholders

2.

Ensuring equity of shareholders

3.

Analysis of negative votes

4.

Capital policy

5.

Strategic stockholdings

6.

Related party transactions

Chapter 3

Appropriate Cooperation with Stakeholders other than Shareholders

1.

Code of conduct

2.

Responding to issues related to sustainability

3.

Ensuring diversity, including promoting the active participation of women

4.

Compliance reporting system

Chapter 4

Appropriate Information Disclosure and Transparency

1.

Enhancement of information disclosure

2.

External accounting auditor

Chapter 5

Responsibilities of the Board of Directors, etc.

1.

Roles of the Board of Directors and Directors

2.

Composition and term of the Board of Directors

3.

Criteria and nominating procedures for candidates for Directors and Auditors, andremuneration and compensation system for Directors and Managing Officers

4.

Scope of delegation to management

5.

Role of outside directors

6.

Composition of the Board of Auditors

7.

Concurrent positions held by directors of other listed companies

8.

Internal control

9.

Directors' remuneration

10. To train and determine the successor to the President
11. Training policy for Directors and Corporate Auditors
12. Board appraisal process
Chapter 6

Dialogue with Shareholders(Appendix)

Independence standards for Outside directors and outside Audit & Supervisory Board

Members1

This document is a translation of the original Japanese document and is only for reference purposes.
In the any discrepancy between this translated document and the original Japanese document, the later shall prevail.

Chapter 1

General Provisions

Basic concept concerning corporate governance
Based on our Corporate Policy and Management Philosophy, our mission is to continuously increase
corporate value through our business activities and to fulfill our social responsibilities. We have madecorporate governance an important cornerstone in achieving these missions, and we are striving to build
a corporate governance system, ensure sound management, and improve transparency.
<Corporate Policy>"True, Good, Beauty"<Management Philosophy>
Through fashion, we will contribute to the development of society by creating beautiful and enriching lifestyles.

Chapter 2

Ensuring the Rights and Equality of Shareholders

1. General Meeting of Shareholders
We recognize that the General Meeting of Shareholders is the highest decision-making body in thecompany and is a place to make decisions on important matters for the company, as well as a place forconstructive dialogue with shareholders. We will endeavor to hold the General Meeting of Shareholders
at the same time every year so that more shareholders can attend the General Meeting of Shareholders.
The proposal for the General Meeting of Shareholders will be disclosed on the Tokyo Stock Exchange
and TSE Listed Company Information Service together with the dispatch of the convocation notice for the
General Meeting of Shareholders.
For shareholders who are unable to attend the shareholders' meeting on the day of the meeting, inaddition to the exercise of voting rights by mail, the Internet is adopted as the method of exercising voting
rights.
2. Ensuring equity of shareholders
We will give consideration to ensuring that all shareholders effectively exercise their rights, and strive tocreate an environment that promotes the exercise of voting rights and dialogue.
With regard to the rights of minority shareholders permitted under the Companies Act, we haveestablished procedures for the exercise of rights and methods for shareholder confirmation in accordancewith the Share Handling Regulations, and will give due consideration to ensuring the exercise of rights byminority shareholders.
3. Analysis of negative votes
Regarding matters to be resolved at the General Meeting of Shareholders, the department in charge
compiles the results of the exercise of voting rights, and we take the results of the exercise of voting rights
seriously and apply them to our future management.
2This document is a translation of the original Japanese document and is only for reference purposes.
In the any discrepancy between this translated document and the original Japanese document, the later shall prevail.

4. Capital policy
We maintain a basic policy of paying stable dividends as a measure for returning profits to shareholders.
Our articles of incorporation stipulate that interim dividends may be paid upon resolution of the board of
directors, but we currently pay a year-end dividend once a year. The decision-making body for dividends
from retained earnings is the general meeting of shareholders for the year-end dividend and the board of
directors for the interim dividend.
In the event that we implement a capital policy that causes a change in control or large-scale dilution, theBoard of Directors and Audit & Supervisory Board Members will fully verify the necessity and rationalityof the policy in the process of considering it, disclose it on our website, and explain it at the general
meeting of shareholders and fi financial results briefings.
We use return on equity (ROE) as a key management indicator and aim to increase corporate value andimprove capital efficiency.
5. Strategic stockholdings
We sometimes hold shares in other companies based on the policy of creating business opportunities
and maintaining business collaboration relationships. Every year, the Board of Directors reviews the
economic rationality of individual shareholdings in light of our cost of capital and the risks associated with
continuing to hold such shares, after confirming their purpose, recent dividend status, and share price. As
a result of the verification, we will proceed with the gradual sale of shares whose holding significance has
diminished after taking into account the circumstances of the relevant company.
When exercising voting rights for cross-shareholdings, we make decisions on the exercise of voting rights
by taking into account whether the content of the proposal will contribute to the improvement of theshareholder value of the issuing company and the impact on our corporate value.
6. Related party transactions
We require the prior approval of the Board of Directors in the event that our directors engage in a conflictof interest transaction or competitive transaction as stipulated in the Companies Act, and in addition, inthe event of a transaction, we report the transaction to the Board of Directors without delay.
Once a year, we distribute a questionnaire to each director to check whether or not there are anytransactions with directors of us, our affiliates, or subsidiaries, or their close relatives.
Transactions between major shareholders and other related parties will be appropriately disclosed inaccordance with the Companies Act, the Fi financial Instruments and Exchange Act, other applicable laws
and regulations, and the provisions of the Tokyo Stock Exchange.

Chapter 3

Appropriate Cooperation with Stakeholders other than Shareholders

1. Code of conduct3

This document is a translation of the original Japanese document and is only for reference purposes.
In the any discrepancy between this translated document and the original Japanese document, the later shall prevail.

We will fulfill our social responsibilities by formulating a code of conduct based on our company creed andmanagement philosophy in accordance with "Chapter 1 General Rules of Corporate Governance Policy"
and putting these into practice.
2. Responding to issues related to sustainability
We recognize that sustainability issues are important management issues that not only reduce risk but
also lead to earnings opportunities. To address these issues, we have formulated the Basic Sustainability
Policy, and the Sustainability Committee plays a central role in promoting sustainability activities incooperation with external partners, etc. as necessary. We are also actively working to build internal
systems and raise employee awareness.
Specific activity reports are available on our website.
Our website: Sustainability
https://www.sanyo-shokai.co.jp/en/sustainability/
3. Ensuring diversity
We believe that a variety of perspectives and values by securing the diversity of our human resources will
be strengths for the sustainable growth of the company, and we are formulating and implementing policies
and plans for this purpose.
Details are available on our website.
Our Website: Promoting Diversity and Inclusion
https://www.sanyo-shokai.co.jp/en/sustainability/social/work-environment/#diversity
4. Compliance reporting system
In order to prevent actions that may compromise our social trust, we have established a "SANYO Alarm
System (a notification system for compliance)" to receive information on compliance from our employees
and business partners. We are working to improve compliance systems under the initiative of theCompliance Committee.
In the operation of the SANYO Alarm System, in addition to the internal whistleblower contact point, wehave added an external law firm to the whistleblower contact point to keep the contents of thewhistleblower confidential. We also take all possible measures to protect whistleblowers by clearlystipulating in our Compliance Regulations and Alarm System Regulations that no disadvantageous
treatment will be given to whistleblowers.

Chapter 4

Appropriate Information Disclosure and Transparency

1. Enhancement of information disclosure
We recognize that it is essential to disclose appropriate information in order to gain the understanding of
our shareholders and other stakeholders. In addition to disclosure in accordance with laws and regulations,
we will appropriately disclose information that is deemed important to our shareholders and other4This document is a translation of the original Japanese document and is only for reference purposes.
In the any discrepancy between this translated document and the original Japanese document, the later shall prevail.

stakeholders (including non-financial information) through the Tokyo Stock Exchange and TSE Listed
Company Information Service, our website, and other means.
Based on our shareholder composition, we have prepared English versions of the agenda of the General
Meeting of Shareholders, the materials for the financial results briefing, the medium-term management
plan, and other materials. We also disclose this information on our website and other media to provide
information to overseas investors and others. We will continue to disclose and provide information tofurther deepen our understanding.
2. External accounting auditor
In order to properly evaluate external accounting auditors, we have formulated and are appropriately
operating the "Determination Policy on the Election and Dismissal of Candidates for External Accounting
Auditors.
We recognize that our external accounting auditors are responsible for our shareholders and investors,
and we will ensure sufficient audit time to conduct proper audits, cooperation with our auditors and theinternal audit department, and time for interviews with senior management.

Chapter 5

Responsibilities of the Board of Directors, etc.

1. Roles of the Board of Directors and Directors
To ensure the soundness, transparency, and efficiency of management, we have built an effective
corporate governance system based on the Company with Audit & Supervisory Board Members system.
This system includes management oversight functions through the appointment of independent Outside
directors and outside Audit & Supervisory Board Members. In addition, we have introduced an Managing
Officer system to accelerate and streamline decision-making and business execution.
The Board of Directors provides highly effective oversight of management and Directors from an
independent and objective standpoint. The Board of Directors appropriately evaluates the company's
performance and other matters and reflects them in the personnel of senior management.
The Board of Directors engages in constructive discussions on management strategies and medium-term
management plans, etc. through free and open exchanges of opinions involving outside officers. The
Board of Directors monitors management conditions by having them report on the progress of theformulated medium-term management plans, and makes suggestions and opinions as necessary. We will
explain the progress of the medium-term management plan through financial results briefings, General
Meetings of Shareholders, and other means.
2. Composition and term of the Board of Directors
The Company's Articles of Incorporation stipulate that the number of Directors shall be nine or less, andthe term of office of Directors shall expire at the conclusion of the Ordinary General Meeting of
Shareholders for the last fiscal year ending within one year of their election. With regard to the compositionof the Board of Directors, several outside directors are appointed to ensure independence.

5This document is a translation of the original Japanese document and is only for reference purposes.
In the any discrepancy between this translated document and the original Japanese document, the later shall prevail.

3. Criteria and nominating procedures for candidates for Directors and Auditors, and remunerationand compensation System for Directors and Managing Officers
We have established the Nomination and Compensation Committee as a voluntary advisory committee
to the Board of Directors, chaired by an independent Outside director. The committee deliberates on thenomination of Directors, Corporate Auditors, and Managing Officers with titles (hereinafter referred to as"Officers, etc."), as well as the compensation and compensation system for Directors and Managing
Officers, and the Board of Directors makes decisions on these matters. Through the establishment of theNomination and Compensation Committee, the Company will utilize the knowledge and advice of outside
officers, ensure objectivity and transparency in procedures related to the nomination of Officers, etc., andthe remuneration and compensation system for Directors and Managing Officers, and further enhance
the corporate governance function.
Candidates for Director and Audit & Supervisory Board Member shall, in principle, be appointed on thecondition that they have been engaged in Managing Officers, General Managers, or equivalent positions
for at least one year, have abundant business experience, are well versed in the company's business,have excellent management sense, leadership, action, and planning skills, and have the personality andknowledge appropriate for Director and Audit & Supervisory Board Member.
Candidates for Outside directors and Outside Audit & Supervisory Board Members shall be nominated on
the condition that they have excellent management sense and leadership, leadership, action, andplanning skills, and possess the personality and knowledge appropriate for Directors and Audit &Supervisory Board Members, as well as abundant experience in management or specialized knowledge
in various fields such as law and accounting, are expected to perform the functions and roles of objective
and appropriate supervision or auditing, and are not likely to have conflicts of interest with generalshareholders and are able to secure their independence. The standards for the independence of outside
directors and outside Audit & Supervisory Board Members are set forth in the attached "standards for the
independence of outside directors and outside Audit & Supervisory Board Members."
The reasons for the election of individual candidates for Directors and Corporate Auditors are describedin the "Notice of Convocation of Ordinary General Meeting of Shareholders".
4. Scope of delegation to management
The Board of Directors makes decisions on matters to be resolved as stipulated in the Rules of the Boardof Directors and important management matters. Regarding the scope of delegation to the management
team, the Board of Directors, Management Committee, Representative Directors, Directors in charge,
General Managers, and other decision-making bodies and decision-makers are clearly empowered tomake decisions, deliberate, and approve matters in accordance with the Board of Directors' Office
Regulations, Managing Officer Regulations, and Duties Division Regulations.
5. Role of an outside director
Our outside directors are composed of persons with extensive experience in management and expertisein various fields. They supervise the execution of duties by directors, and supervise opinions on
management policies and management plans, and transactions involving conflicts of interest withdirectors and major shareholders, etc. Outside directors and outside Audit & Supervisory Board Members
6This document is a translation of the original Japanese document and is only for reference purposes.
In the any discrepancy between this translated document and the original Japanese document, the later shall prevail.

are appointed in accordance with the independence standards set forth in the attached "standards for the
independence of outside officers."
6. Composition of the Board of Auditors
Our Board of Auditors, which is composed of part-time outside Corporate Auditors and full-time internal
Corporate Auditors, meets monthly in principle to make decisions on auditing policies and the division ofduties. Full-time Audit & Supervisory Board Members attend meetings of the Board of Directors and otherimportant meetings. In addition, they receive reports on the status of business from directors, etc., inspect
important approval documents, etc., and audit the execution of business. The Audit & Supervisory Board,
etc. shares information with outside Audit & Supervisory Board Members, and endeavors to strengthen
cooperation with outside directors through the secretariat of the Board of Directors.
7. Concurrent positions held by directors of other listed companies
In the event that our directors and Corporate Auditors concurrently serve as officers of a listed company,
they will do so with the approval of the Board of Directors only to a reasonable extent that they can secure
the time and effort necessary to properly fulfill their roles and responsibilities as our officers.
The status of outside directors and outside Audit & Supervisory Board Members holding importantconcurrent positions with other companies is disclosed annually through the Notice of Convocation of theGeneral Meeting of Shareholders, Annual Securities Report, and Corporate Governance Report.
8. Internal control
Our Board of Directors has established a compliance-related management system and an internal control
promotion system, and conducts management and oversight to ensure that its operation is effective andappropriate.
9. Directors' remuneration
With regard to remuneration (base remuneration and bonuses) for directors, we set the maximum amountof total remuneration for directors and Corporate Auditors by resolution of the general meeting ofshareholders. The amount of basic remuneration for each officer is determined based on the standard
monthly remuneration determined for each position, and bonuses are determined based on performanceand other factors through consultation between the Board of Directors and the Board of Corporate
Auditors.
10. To train and determine the successor to the president
We recognize that the plans of successors, such as the Chief Managing Officer, are important
responsibilities. We will impose a mission corresponding to their respective responsibilities on directors
and Managing Officers, and train them as successors by participating in management through attendance
at important meetings, etc.
11. Training policy for Directors and Corporate Auditors

7

This document is a translation of the original Japanese document and is only for reference purposes.
In the any discrepancy between this translated document and the original Japanese document, the later shall prevail.

Through the Secretariat of the Board of Directors, we will provide information necessary for the executionof duties in an appropriate and timely manner so that the management supervision and auditing functionsof the Directors and Audit & Supervisory Board Members can be fully exercised. In addition, in order toenhance the deliberations at the Board of Directors meetings, outside directors and outside Audit &Supervisory Board Members are provided with opportunities to understand our business activities on an
ongoing basis, including the prior distribution of materials for the Board of Directors, explanations, andrelated information, as well as orientation at the time of appointment and dialogue with senior
management.
We will continue to provide training on compliance, corporate governance, and internal control for internal
directors and Managing Officers through outside instructors. In addition, newly appointed internal directors
and Managing Officers will be required to participate in external seminars.
12. Board appraisal process
We employ an external third-party organization to evaluate the effectiveness of the Board of Directors in
the form of a questionnaire for all directors and Audit & Supervisory Board Members who are members of
the Board of Directors with the aim of enhancing the functions of the Board of Directors and enhancing
corporate value. A summary of the main questionnaires included the composition and operational aspectsof the Board of Directors, the support system for directors and Corporate Auditors, training, and dialogue
with shareholders (investors). Individual initiatives were also included in the scope of evaluation. The
results of the questionnaire are then analyzed, discussed, and evaluated by members of the Board of
Directors.
Through these evaluations, our Board of Directors shares the outstanding points, such as the free andopen-minded and sound discussions and the adequate oversight functions of outside directors. We also
confirm that the Board of Directors functions effectively and is operating appropriately.
In the future, based on this effectiveness evaluation, our Board of Directors will conduct thoroughdeliberations on issues before responding promptly to them, and continue to make efforts to enhance thefunctions of the Board of Directors.

Chapter 6

Dialogue with Shareholders

In order to achieve sustainable growth and increase corporate value over the medium-to-long term, werecognize the importance of listening seriously to our opinions and reflecting them in our management
through active dialogue with shareholders. To this end, we will actively provide a forum for dialogue withshareholders and investors, centered on the Director or Managing Officer in charge of IR and thedepartment in charge.
For shareholders and investors, we hold a briefing on our financial results once every six months andconduct one-on-one meetings as appropriate. In addition, based on our shareholder composition, we have
prepared English versions of our financial results briefing materials, medium-term management plans,
and other materials, and disclosed them on our website to provide information to overseas shareholders
and investors.
8This document is a translation of the original Japanese document and is only for reference purposes.
In the any discrepancy between this translated document and the original Japanese document, the later shall prevail.

Our Basic Policy on Sustainability defines our relationship with stakeholders, including shareholders, as"We will do our utmost to resolve the issues facing the fashion industry in order to earn the satisfaction
and trust of all stakeholders, including shareholders and investors, customers, business partners,
employees, and local communities." We are responding appropriately in accordance with this policy.
Our website: corporate information
https://www.sanyo-shokai.co.jp/en/company/

9This document is a translation of the original Japanese document and is only for reference purposes.
In the any discrepancy between this translated document and the original Japanese document, the later shall prevail.

Established July 29, 2016
Revised on March 30, 2017
Revised on March 29, 2018
Revised on march 1, 2020
Revised on june 12, 2020
Revised on November 17, 2021
Revised on May 9, 2023
Revised on March 27, 2024

10

This document is a translation of the original Japanese document and is only for reference purposes.
In the any discrepancy between this translated document and the original Japanese document, the later shall prevail.

(Attachment) Independence Criteria for Outside Directors and Audit & Supervisory Board Members
We deem candidates for outside officers (outside directors and outside Audit & Supervisory Board Members)
not to have independence as independent outside officers if they fall under any of the following.
1． Major business partner relationships
A person whose main business partner1 is us or its business executor or our main business partner2 or its
business executor.
2． External experts
Consultants, accountants, or legal experts who receive a large3 of money or other assets from us in
addition to executive compensation (in the event that the person who receives such assets is anorganization such as a corporation or partnership, a person who belongs to such organization).
3． Our auditing firm
A person who belongs to an auditing firm that conducts audits based on the Companies Act or the Financial
Instruments and Exchange Act, etc. pertaining to us.
4． Relationship with recipients
A person who has received a large4 of donations from us (if the person who has received the donations isa corporation, partnership, or other organization, the person who executes the business of theorganization).
5． Major shareholder relationship
A person who has substantially 10% or more of the voting rights of the company or an executive thereof.
6． Past relationships with applicable persons
Persons who have recently fallen under 1 to 5 above.
7． KinshipA close relative of a person (excluding a non-material person) who has fallen under any of the above 1 to
6.

Note:
1 "Person with whom we are a major business partner" means a person who has received payments from us in excess
of 2% of its annual sales in the most recent fi fiscal year.
2 "Our major business partner" means a person who, in the most recent fi fiscal year, has made payments to us in excess
of 2% of our annual turnover, or whose outstanding loans to us have accounted for in excess of 2% of our total assets.
3 "Large amount" here refers to the amount of assets obtained in the most recent business year that exceeds 10 million
yen per year in the case of an individual, or 2% of the consolidated sales or gross income of the organization in thecase of a juridical person, association, etc.
4 The term "large amount" here refers to the amount of donations received in the most recent fi fiscal year that exceeds
10 million yen per year or 2% of total income, whichever is higher.