ADEKA Group Corporate Governance Guidelines

Dated June 21, 2024
Board of Directors, ADEKA Corporation

Establishment/revision

Establishment/revision date

Establishment

November 20, 2015

(1st edition)
Revision (2nd edition)

Dated June 24, 2016

Revision (3rd edition)

Dated June 23, 2017

Revision (4th edition)

Dated November 19, 2018

Revision (5th edition)

Dated November 2, 2020

Revision (6th edition)

Dated June 18, 2021

Revision (7th edition)

Dated November 19, 2021

Revision (8th edition)

Dated March 18, 2022

Revision (9th edition)

Dated June 1, 2022

Revision (10th edition)

Dated June 16, 2023

Revision (11th edition)

Dated June 21, 2024

Contents
Established as guidelines on corporate
governance for ADEKA Group, in response to
adoption of the Corporate Governance Code on
June 1, 2015
Amendment of expressions, etc.
Amendment of expressions and Exhibit 4
Policy for determining the amount of the
remuneration of Directors, Audit andSupervisory Board Members and Operating
Officers
Amendment of Exhibit 3 “Criteria fornomination of candidates for Directors/Audit
and Supervisory Board Members, andappointment of Operating Officers” and Exhibit
11 “The policy for cross shareholding and theprinciple for exercise of voting rights in crossheld shares”
Amendment associated with the creation of theNomination and Remuneration Committee
Amendment associated with the transition to acompany with Audit and Supervisory
Committee
Amendment of Exhibit 3 (adding Skill Items of
Directors and Relevant requirements)
Amendment of Article 6 (Composition of theBoard of Directors), Exhibit 6 (ADEKA Group
Code of Conduct) and Exhibit 7 (Basic policy
for internal control system)
Deletion of provisions regarding theIndependent Committee, etc.
Revised the skill items in the Skill Matrix for
Directors (Exhibit 3). Revision of wording inaccordance with revisions to risk managementrelated regulations and manuals (Exhibit 7)
Amendment of Article 5 (Role andResponsibility of Board of Directors)
Revised the skill items in the Skill Matrix for
Directors (Exhibit 3) and Policy for determining
the amount of the remuneration of Directors andOperating Officers (Exhibit 4) .

ADEKA Group Corporate Governance Guidelines
Chapter I General Provisions
Article 1 (Purpose)
These guidelines ("Guidelines") are to present the basic policy on corporate governance in
ADEKA group ("ADEKA Group"). To realize ADEKA Group's business mission andmanagement policy as defined in Article 2 below, ADEKA Corporation ("ADEKA"), an ultimate
parent company of ADEKA Group, shall allocate such roles/functions as deemed necessary
therefor to relevant conference bodies, including, but not limited to, the Board of Directors, andother optional committees supporting the Board of Directors, of ADEKA, and indicate action
guidelines for directors and Operating Officers (collectively "Officers") as well as employees, andstrive to build a corporate governance system which would enable them to organically play theirroles respectively. ADEKA Group shall continue to improve, by consistently reviewing, ADEKA
Group's corporate governance system in the future as well.
Article 2 (ADEKA Group's business mission and management policy)
ADEKA Group's business mission is to grow in a sustainable way and raise its mid-and-long term
corporate value, through provision of material products and solutions using any advanced
technologies, and thereby contribute to the creation of well-being and sustainable society. To
realize said business mission, the following two management policies are established:(1) " To be a company that is progressive and dynamic with a keen attitude towards the newchanging tide"
This policy means that we aim at "making social contributions through our main lines of business".
To this end, we strive to sensitively sense a change in social environment and to provide thesociety with a useful solution for, by proactively making full use of advanced technologies against,
the emerging challenges imposed on chemical/food manufacturers in the aspect of environment
and energy, health, security and safety in food, and so on.
(2) " Creating a better future for the people of the world"This policy means that we aim at "Co-existence and co-prosperity with the civil society". To thisend, we strive to harmonize the soundness of our business operations with the global society bytaking into consideration in our business the profit of the society surrounding us (= stakeholders)of us, and to sustainably grow together with the society.

Article 3 (Relationship with the Corporate Governance Code)
1. ADEKA Group shall enhance a corporate governance level of whole ADEKA Group, under therecognition that it is important for us to build better corporate governance.
2. ADEKA, a corporation listed on the Prime Market of the Tokyo Stock Exchange, shall respect,and make an effort to comply with, the basic principle, rules and complement rules as stipulated
in the Corporate Governance Code established by the Tokyo Stock Exchange.
Chapter II Organization
Article 4 (Organizational framework of ADEKA)
ADEKA, a Company with Board of Directors and a Company with Audit and Supervisory
Committee, shall establish, in addition to its Board of Directors and its Audit and Supervisory
Committee, the Management Committee, Nomination and Remuneration Committee and theIndependent Committee as optional conference bodies as well as an optional Independent
Advisory Committee where appropriate.
Article 5 (Role and responsibility of Board of Directors)
1. The Board of Directors, an organization to play the most important role in building thecorporate governance system ADEKA strives to achieve, shall bear, in addition to those stipulated
in the Article of Incorporation and the Board of Directors Regulations of ADEKA, mainly thefollowing roles and responsibilities:(1) To build and regularly verify a workable corporate governance/ organization of management;(2) To build and regularly verify a workable internal control system;(3) Formation of, and permeation into ADEKA Group's Officers and employees of, shared values
and a good corporate culture to be shared between said Officers and employees, including,but not limited to, the business mission, the management policy and the mid-and-long term
visions;(4) To steer and adjust the management strategy, taking into consideration long-term problems,changes in business environment/market, and the profit of important stakeholders;(5) To secure management resources sufficient for realizing the business mission, the management
policy and the management strategy;(6) To appoint, evaluate, and set goals for, representative directors and Operating Officers(collectively "Managements");(7) To secure such work environments as can fully exhibit the ability of Managements andemployees;(8) To train successors of Managements;

(9) To set key performance indicator (KPI) for each department/strategic business unit (SBU);(10) To promote compliance and risk management, by maintaining and improving the training
programs and the whistle-blowing System for compliance and risk management;(11) To supervise subsidiaries;(12) To secure opportunity for constructive communication with shareholders;(13) Analysis of cause for, and review countermeasures against, proposals offered by ADEKA for
which a considerable number of negative votes have been casted; and(14) Improvement in or relating to the Board of Directors, in order for the Board of Directors toeffectively play any of the roles listed above.
2. To fulfill the roles and responsibilities of the board of directors as stated in the preceding
paragraph, each director must perform their duties to the company faithfully, with the care of aprudent manager. Furthermore, directors must strictly manage confidential information (including
personal information, trade secrets, and undisclosed material facts, but not limited to these) about
the company and its stakeholders, which they learn in the course of performing their duties or in
relation to their duties, and must not disclose it to third parties.
3. The outline of the authorities of the Board of Directors, and the scope of the delegation of
authorities to Managements or other business executors from the Board of Directors shall be set
forth in Exhibit 1.
Article 6 (Composition of the Board of Directors)
The number of Directors shall be less than eighteen (18) as stipulated in the Article of
Incorporation but should be limited to the necessary minimum number in order for the Board of
Directors to make decisions speedily in a mobile manner. In order for Directors to effectively
fulfill their roles and responsibilities, the composition of Directors shall be as follows, inprinciple:(1) At least one third (1/3) of the Directors shall be External Directors ("Independent External
Directors") who meet the "Criteria for determining independence of External Directors" setforth in Exhibit 2 (Functions/roles expected to be fulfilled by External Directors ; and Criteria
for determining independence of External Directors). The Head Independent External
Directors shall be appointed among the Independent External Directors by mutual election,
as appropriate.
(2) Since embracing various values helps us to fulfill our business mission and management
policy in this global society where types of business have diversified and global businessdevelopment is accelerating, ADEKA shall, in nominating candidates for Directors, make aneffort to secure diversity of members of the Board of Directors, with fairness and a wide fieldof vision.

Article 7 (Management of the Board of Directors)
In order for Directors to effectively fulfill their roles and responsibilities, the Board of Directors
shall be managed as follows: Matters concerning management of the Board of Directors shall be
stipulated in the Board of Directors Regulations.
(1) Determination of annual schedule
ADEKA shall, at the end of every year, determine an annual schedule of the Board of
Directors' meeting to be held in the following year. The Secretariat to Board of Directors("Secretariat") shall arrange said annual schedule to maximize the number of expectedattendees to the Board of Directors' meeting.
(2) Chairman
The Chairman of Board of Directors shall perform his/her duties, under the recognition that itis one of the Chairman's duties to elicit attendees' opinions as many as possible for a free andopen-minded discussion between attendees.
(3) Determination of agenda and bills
The Chairman shall, based on the request for deliberation in the Board of Directors' meeting
submitted by respective Directors, determine agenda and bills for the Board of Directors'
meeting, and give a convocation notice to each Director no later than two days prior to the
day of the meeting as stipulated in the Company Law and the Company’s Board of Director
Regulations. And, in order to enable each Director to make a full consideration on the bills
in advance and to activate the discussion in the Board of Directors’ meeting, the Chairman
shall make it an operational rule to give a convocation notice no later than one (1) week prior
to the day of the meeting.
(4) Preparations in advance(a) To give each Director sufficient time for consideration in advance, materials necessary for
judging the agenda and bills for the Board of Directors' meeting shall be given to each Director
no later than one (1) week prior to the day of the meeting (by two (2) days prior to the day ofthe meeting at the latest).
(b) Each Director shall attend the Board of Directors' meeting after a prior close consideration,and if considering that materials given in advance are not enough, request additional
information or materials or conduct necessary researches by him/herself. Executive officers orother persons concerned shall accede to said request or cooperate in said research.

(5) Referring bills to the optional Independent Advisory Committee for advice
In making an important operational decision, the Board of Directors shall secure objectivity,transparency and fairness in the decision-making, by going through the following procedure
before the deliberation in the Board of Directors' meeting:(a) Bills concerning a nomination of candidates for Directors, appointment of Operating
Officers, as well as remunerations for Directors (excluding the Directors who are Audit andSupervisory Committee Members) and Operating Officers shall be referred to the Nomination
and Remuneration Committee.

Remunerations for the Directors who are Audit andSupervisory Committee Members shall be determined by mutual consultation among the
Directors who are Audit and Supervisory Committee Members.
(b) For an important operational decision, it shall be referred to the optional Independent
Advisory Committee to be established from time to time for advice, where appropriate.
(6) Minutes
For the business of the Board of Directors' meeting, minutes stating the record of proceedings,
the result thereof and other matters stipulated by laws and regulations shall be prepared.
In addition, with respect to any matters for which bills have referred to an optional Independent
Advisory Committee for advice, and any recommendation or advice, etc. has been issued by
the optional Independent Advisory Committee, the contents of said advice, etc. shall be enteredin the minutes of the Board of Directors' meeting, or a document which contains the contents
of said advice, etc. shall be attached to the minutes; provided, however, that this shall not apply
if a majority of the members of the optional Independent Advisory Committee determine thatsaid entry or attachment is not required.
(7) Use of outside experts
When the Board of Directors deems it necessary in light of the importance of bills to bedeliberated in the Board of Directors' meeting, or the securement of transparency, fairness andappropriateness of decision-making, then opinions and advice of outside professionals,
including, but not limited to, attorneys at law and certified public accountants, shall be actively
used.
Article 8 (Meetings of only External Directors)
For making a mutual exchange of information and a frank exchange of opinions, External
Directors shall hold a meeting of only External Directors from time to time, where appropriate.

Article 9 (Management Committee)
1. The Management Committee shall consist of full-time Directors (excluding the Directors who
are Audit and Supervisory Committee Members) and Operating Officers and shall previously
deliberate any important matters that require a resolution of the Board of Directors, or deliberate
and resolve any important matters relating to business execution that do not require a resolutionof the Board of Directors.
2. The President & Chief Executive Officer shall convene the Management Committee's meetings
and act as chairman thereof.
3. Directors who are Audit and Supervisory Committee Members may attend the Management
Committee's meetings.
4. For explanation of bills, General Manager of the department responsible for the subject mattersshall explain the bills in person, and may, where appropriate, cause any persons managing
business activities to attend the meeting and to report or state their opinions on the business intheir charge.
5. For the business of the Management Committee's meeting, minutes stating the record ofproceedings and the result thereof shall be prepared and go through approval of the President &Chief Executive Officer and shall be set his/her signature and seal.
6. Matters concerning management of the Management Committee shall be stipulated in theManagement Committee Regulation.
Article 10 (Nomination and Remuneration Committee)
1. The Nomination and Remuneration Committee shall consist of three members, all of whom are
directors in principle, and the majority shall be independent External Directors.
2. The Nomination and Remuneration Committee, as an advisory committee of the Board of
Directors, shall deliberate and resolute matters relating to the nomination of candidates for
Directors, appointment of Operating Officers, as well as remunerations for Directors based on
consultation by the Board of Directors.
3. Matters concerning management of the Nomination and Remuneration Committee shall be
stipulated in the Nomination and Remuneration Committee Regulation.
Article 11 (Audit and Supervisory Committee)
1. The number of Audit and Supervisory Committee Members shall be within five (5), and amajority of the Audit and Supervisory Committee Members shall be External Directors.
2. The Audit and Supervisory Committee shall appoint the Audit and Supervisory Member(s)stipulated in Article 399-14 of the Company Law by its resolution.

3. The Audit and Supervisory Committee may appoint full-time Audit and Supervisory
Committee Members by its resolution.
4. In addition to the roles and responsibilities stipulated in laws, and the Article of Incorporationand the Audit and Supervisory Committee Regulations of ADEKA, the Audit and Supervisory
Committee shall:(1) establish the criteria for selecting outside accounting auditors; and(2) develop such environment as enables outside accounting auditors to conduct a high-level audit.
5. Matters concerning management of the Audit and Supervisory Committee shall be stipulated
in the Audit and Supervisory Committee Regulations.

Chapter III Directors
Article 12 (Action guidelines for Directors)
Directors shall fully understand the following action guidelines, and act in accordance with thelaws, the articles of incorporation and other regulations as well as these Guidelines for the benefitof ADEKA:(1) Directors shall at any time consider proactively, speak positively, and act actively inaccordance with, what is the best for ADEKA, as a member of the Board of Directors, theAudit and Supervisory Committee or other conference bodies;(2) Directors shall be not a person who represents only the interest of any department in theircharge or other specific departments, but a person who represents the interest of all of theshareholders;(3) There shall be no vertical relationship between members of the Board of Directors and the
Audit and Supervisory Committee, and all of the members shall have the same status;(4) Directors shall make an effort to understand the business of ADEKA; and(5) Directors shall at any time make an effort to understand the rights and status of stakeholders,and cooperate with stakeholders, as a member of the Board of Directors, the Audit andSupervisory Committee or other conference bodies.
Article 13 (Nomination of candidates for Directors and appointment of Operating Officers)
1. According to the Exhibit 3 “Criteria for nomination of candidates for Directors and appointmentof Operating Officers”, the plan for nomination of candidates for Directors and appointment of
Operating Officers developed by the Representative Director & President shall be determined by
the Board of Directors, after consultation with the Nomination and Remuneration Committee.

2. For nomination of candidates for Directors, the following items shall be taken into
consideration:(1) Performance, experience, knowledge and personality of the candidates;(2) Diversity of composition of the Board of Directors (from a broad standpoint, such as sex,
nationality, parent organization, background, age); and(3) Appropriateness of scale of the Board of Directors.
Article 14 (Remunerations of Directors)
1. The amount of the remuneration of Directors shall be such that it will fully work as motivation
for appropriate and sound performance, so that they can make a transparent, fair, prompt andbrave decision which will result in raising corporate value and therefore common interest ofshareholders.
2. The policy for determining the amount of the remuneration of Directors and Operating Officers
shall be as set forth in Exhibit 4.
Article 15 (Concurrently serving)
When concurrently serving as a director or Audit and Supervisory Board Member of any company
other than ADEKA Group, a Director shall limit the number of other companies for which he/she
concurrently serves as a director or Audit and Supervisory Board Member to within a reasonable
scope so as not to hinder the execution of his/her duties as a Director of ADEKA Group.
Article 16 (Rights of Directors)
ADEKA shall give Directors the following authorities or benefits in order for them to fully
perform their duties:(1) To receive any advice from attorneys at law, certified public accountants or other professionals
appointed by the Director individually at the expense of ADEKA;(2) To take out any Directors' and Officers' Liability Insurance (insured amount: 1,000,000,000
JPY or more) which covers any and all lawsuits or other claims filed during his/her term ofoffice or within ten (10) years after the resignation; and(3) For a director without duties to execute the business, to conclude a liability limitation contract.

Chapter IV Self-evaluation of the Board of Directors; development of complianceenvironment
Article 17 (Evaluation of effectiveness of the Board of Directors)
Analysis and evaluation of the effectiveness of the Board of Directors of ADEKA shall be carriedout by the following method once a year (at the end of the year):(1) The Board of Directors shall carry out an anonymous survey of all Directors and analyze andevaluate the effectiveness of the Board of Directors based on the result thereof.
(2) In conducting an analysis and evaluation of the effectiveness of the Board of Directors, theBoard of Directors may use any external organizations, including, but not limited to,
consultants, and in which case, the name of the external organizations, range of use thereof
as well as details of transaction between ADEKA and the external organizations shall beentered in the report.
Article 18 (Training)
The policy for the training of Directors and Operating Officers of ADEKA shall be as set forth in
Exhibit 5.
Article 19 (Code of conduct of employees)
1. As a code of conduct that employees of ADEKA Group should abide by, the "ADEKA Group
Code of Conduct" shall be established as set forth in Exhibit 6.
2. The Compliance Promotion Committee (with the officer in charge of compliance as a chairman)
shall take measures to cause each employee to be thoroughly familiar with, and entrench as acorporate culture, the "ADEKA Group Code of Conduct", including, but not limited to, making
an effort to thoroughly communicate and explain it to and among employees so that they can fully
understand it and reflect it to their actions, and establishing a forum for employees to talk witheach other. The Compliance Promotion Committee shall also review its system and prepare any
materials for explanation in various languages therefor, where appropriate.
Article 20 (Internal audit system)
The basic policy for the internal audit system of ADEKA shall be as set forth in Exhibit 7.
Article 21 (Whistle-blowing system)
The basic policy for the whistle-blowing system of ADEKA shall be as set forth in Exhibit 8.
ADEKA Group shall prohibit act of retaliation against whistle-blowers, and a person who do notabide by said basic policy shall be subject to harsh disciplinary actions.

Chapter V Securement of rights of shareholders; accountability to shareholders
Article 22 (Dialogue with shareholders)
1. ADEKA shall positively have constructive communication with shareholders. In
communicating with each other, ADEKA and shareholders shall make an effort to understand the
purpose of such communication each other.
2. The policy for promoting constructive communication with shareholders shall be as set forthin Exhibit 9.
3. The Board of Directors and the Audit and Supervisory Committee shall be responsible to design
such a system as makes it possible to communicate with shareholders in accordance with thepolicy set forth in the preceding paragraph.
Article 23 (Measures for General Meeting of Shareholders)
1. To give shareholders an enough opportunity to review the agenda and bills for the General
Meeting of Shareholders, ADEKA shall:(1) make an effort to promptly send a convocation notice, no later than at least three (3) days prior
to the statutory time limit at the latest;(2) participate in the electronic voting platforms established by Tokyo Stock Exchange;(3) announce on the TD-net and ADEKA's website the contents of convocation notice, before
sending out the convocation notice; and(4) consider translating a convocation notice of ADEKA, where deeming it necessary taking into
consideration the ratio of foreign investors owning shares in ADEKA and the contents ofbills for the General Meeting of Shareholders.
2. ADEKA shall make an effort to avoid holding an Annual General Meeting of Shareholders on
the day on which many other companies concurrently hold their annual general meeting ofshareholders, so that a lot of shareholders of ADEKA can attend the Annual General Meeting of
Shareholders.
Article 24 (Capital policy; and policy for cross shareholding)
1. ADEKA shall make an effort to raise shareholder value, by continuous growth and appropriate
return to stockholders.
2. The basic policy for the capital policy of ADEKA shall be as set forth in Exhibit 10.
3. The policy for cross shareholding and the principle for exercise of voting rights in cross-heldshares of ADEKA shall be as set forth in Exhibit 11.

Article 25 (Transactions with related parties)
In making a transaction with related parties (officers, major shareholders and so on), ADEKA
shall go through the examination by its legal department for securing the fairness in contents andconditions of said transaction and for securing the appropriateness of the process fordetermination, and in particular, for certain important transactions, undergo a resolution of theBoard of Directors' meeting where any Independent External Directors is attending. ADEKA
shall also secure the appropriateness of said transaction and protect the benefit of minor
shareholders, by undergoing an audit conducted by Audit and Supervisory Committee and theInternal Auditing Department for this process.

Chapter VI Others
Article 26 (Amendment and disclosure of these Guidelines)
1. A resolution of the Board of Directors shall be required for amending or disclosing these
Guidelines.
2. Amendment of these Guidelines (including Exhibit; the same shall apply hereinafter) shallpromptly be announced.
3. The announcement of these Guidelines shall be made on ADEKA's website (ADEKA's
Homepage).

Supplementary Provisions
1. The CGC Promotion Committee (Secretariat: Legal Affairs & Publicity Department) shall be
responsible for administration of these Guidelines.
2. Revision or repeal of these Guidelines shall, after deliberation of the CGC Promotion
Committee, be determined by the Board of Directors.

Exhibit 1
Outline of the authorities of, and the scope of the delegation of authorities toManagements or other business executors from, the Board of Directors

ADEKA shall define the important matters concerning corporate management which should be
resolved at the board of directors meeting (Matters to be Resolved by the Board of Directors) inthe "Board of Directors Regulations" as follows, and details of which shall be provided for in the"Detailed Regulations for Matters to be Resolved by the Board of Directors".

＜Matters to be Resolved by the Board of Directors (major ones) ＞(1) Matters concerning the General Shareholders’ Meetings
Calling of the General Shareholders’ Meetings; determination of bills; appointment of
convener and chairman, etc.
(2) Matters concerning officers and employees
Appointment/dismissal of the Representative Director and the Executives; executive
appointment (including Nomination of candidates for Directors and appointment of
Operating Officers); conclusion of, and mitigation of responsibility under, a liability
limitation contract; approval of conflicting interest transactions and competitive transaction;
human affairs concerning important employees, etc.
(3) Matters concerning organizations/regulations, etc.
Establishment, change or abolition of important organization; establishment, revision andrepeal of important regulations and systems, etc.
(4) Matters concerning shares/share options, etc.
Determination of subscription requirements for shares; disposition or cancellation oftreasury shares; share split; capital bonus; issuance of share warrant; gratis allocation;
cancellation; corporate bond; issuance of bond with warrant, etc.
(5) Matters concerning accounting of ADEKA
Approval of accounting draft; business reporting; Approval of financial statements anddetailed statements thereof; capitalization of reserve fund; matters concerning interim
dividend, etc.
(6) Matters concerning assets of ADEKA
Appropriation of and acceptance of assignment of important assets; borrowing in asignificant large amount, etc.
(7) Matters concerning operation of business of ADEKA and ADEKA Group Determination

and change of business plan; approval of proposed budget; corporatization of start-up
business; separation/abolition of existing business, etc.
(8) Other important business execution
Conclusion/amendment of important contract; termination; Important announce; lawsuit
arrangement; matters to be determined by the Board of Directors under any laws or the
Articles of Incorporation; other matters deemed by the Chairman & Chief Executive Officer
that they should be resolved by the Board of Directors.
＜Delegation of authorities from the Board of Directors to any Managements or otherbusiness executors＞
With respect to business execution other than Matters to be Resolved by the Board of Directors
mentioned above, that is, the business execution delegated from the Board of Directors to any
Managements or other business executors, important ones shall be deliberated and determined by
the Management Committee in accordance with the Management Committee Regulations, andthe remainder shall be executed with an approval of a person having decision authority (thePresident & Chief Executive Officer, Operating Officer in charge, or General Manager of therelevant department) in accordance with the Decision Regulations.

Exhibit 2 Functions/roles expected to be fulfilled by External Directors; and Criteria for
determining independence of External Directors
I. Functions/roles expected to be fulfilled by External Officers
ADEKA expects External Directors to fulfill the following functions/roles for corporate
governance, respectively:- External Directors shall supervise and evaluate the business execution of Directors in order tosecure and improve the appropriateness and transparency of decision-making in business
management from the point of view as a representative of the interests of general shareholders(Monitoring Function), and give useful advice to Managements based on a great deal of expertiseand experience as outside experts from the point of view of a third party (Advisor Function); and- External Directors who are Audit and Supervisory Committee Members shall improvetransparency and fairness of business management by checking and indicating violation of any
laws or the Articles of Incorporation of, or material unfair actions of, Directors in their businessexecution, from an independent standpoint (Enhancement of Independence of Audit). Expectingthat fulfillment of these functions/roles will help ADEKA to grow in a sustainable way, raise its
mid-and-long term corporate value and therefore shareholder value, prevent any misconduct,
protect the benefit of general shareholders, and thereby enhance the corporate governance,
ADEKA hereby appoints External Directors.
II. Criteria for determining independence of External Directors
Based on the functions/roles ADEKA expects External Directors to fulfill as mentioned above,
the Board of Directors shall nominate any persons who are not likely to have a conflict of interest
with general shareholders in light of personal relationship and capital relationship with, andexistence and scale of business relationship with, ADEKA, as candidates of Independent External
Directors.
A person who meets all the following requirements shall be deemed to be a person with enoughindependence:
1. He/She is not a business executor of, or a person from, ADEKA Group, and no his/her close
relatives, etc. (Note 1) have been a business executor of ADEKA Group for five (5) years;
2. He/She is not or has not been any of the following persons for five (5) years:(1) A business executor of large shareholder (Note 2) of ADEKA;(2) A business executor of main client (Note 3) of ADEKA, or a business executor of any company
whose one of the main clients is ADEKA;(3) A business executor of main loan lender (Note 4) of ADEKA;(4) A person who belongs to any audit corporation which engages in a statutory audit of ADEKA;

(5) A person who is obtaining a large amount (Note 5) of money, etc. other than officers'
remuneration;(6) A business executor of any organization for which any of ADEKA's officers takes office as an
officer and any of the officers of which takes office as an officer for ADEKA;(7) A business executor of any organization which is receiving a large amount of donation or
subsidy (Note 6) from ADEKA.
3. No his/her close relatives, etc. falls under any of the persons listed in 2(1) through (7) above.
Note:
1. "Close relatives, etc." means spouses, relatives within the second degree of kinship, or otherrelatives living together with him/her.
2. "Large shareholder" means a shareholder who owns ten percent (10%) or more of the total
voting rights in ADEKA at the end of the fiscal year.
3. "Main client" means a client of ADEKA whose annual transaction amount in the past three(3) fiscal years exceeds ADEKA's consolidated gross sales or two percent (2%) of its
consolidated gross sales.
4. "Main loan lender" means a financial institution from which ADEKA is borrowing any funds
whose total balance at the end of the fiscal year is more than two percent (2%) of theconsolidated assets of said financial institution.
5. "Large amount" means the case where the amount of money, etc. he/she has obtained fromADEKA as an individual person in the past three (3) fiscal years on average exceeds 10,000,000
JPY, or the case where the amount of consideration ADEKA has paid to any organization towhich he/she belongs in the past three (3) fiscal years on average exceeds two percent (2%) of
the amount of gross sales or gross income of said organization.
6. "Organization which is receiving a large amount of donation or subsidy" means anorganization which is receiving any donation or subsidy exceeding 10,000,000 JPY a year fromADEKA.
In appointing External Directors, in addition to the independence from ADEKA, it shall be
required as additional requirements for candidates that he/she has superior personality andinsights, and high level of expertise and business experience in business management, laws,
accounting and so on.

Exhibit 3 Criteria for nomination of candidates for Directors and appointment of
Operating Officers
Nomination of candidates for Directors and appointment of Operating Officers in ADEKA
shall be made as follows:○ As for candidates for Directors (excluding the Directors who are Audit and Supervisory
Committee Members) or Operating Officers, the Representative Director & President shalldetermine the nominated candidates from among persons who are recommended by each Director
as a person satisfying the requirements of the following 1 through 4 or who are elected by the
Representative Director & President by himself.
○ As for candidates for the Directors who are Audit and Supervisory Committee Members, theRepresentative Director & President shall determine the nominated candidates from among
persons who are recommended by Audit and Supervisory Committee as a person satisfying therequirements of the following 1 through 4 or who are elected by the Representative Director &President by himself and obtain a consent thereto from the Audit and Supervisory Committee.
○ With respect to the aforesaid nominated candidates determined by the Representative Director& President, the Board of Directors shall, before deliberation of the Board of Directors, consult
with the Nomination and Remuneration Committee in advance about the plan of suchdetermination, and then the Board of Directors shall approve (or reject) by resolution thenominated candidates, taking into consideration opinions and advice of the Nomination andRemuneration Committee therefor.
<Selection Proposal Standards >1. General criteria(Directors)
He/She has superior personality and insights, and broad knowledge, experience and performancenecessary to actively perform his/her duties as a director, and to engage in various deliberation in
the Board of Directors, the Management Committee and so on.
(Executive Directors/Operating Officers)
He/She has superior qualification, ability, influence and confidence necessary to grasp and resolve
any problems arising in departments in charge, as well as insights and a sense of ethics to fully
abide by laws and business ethics. He/She has integrative leadership to seek not only the interestof a department in his/her charge or other specific departments but the best choice for ADEKA
from a company-wide standpoint (overall optimization), and to unify other officers and employees
toward fulfillment thereof.

2. Knowledge criteria
He/She has a basic knowledge of the Companies Act, the Financial Instruments and Exchange
Act and so on indispensable for officers, as well as a basic knowledge of governance practice,finance and financial affairs.
3. Training criteria
He/She has undergone or is planned to undergo a training course for officers established by
ADEKA, or he/she is deemed to have experience and knowledge similar to or higher than thoseof persons having undergone said training course.
4. Available time criteria
The number of other companies for which he/she concurrently serves as a director or Audit andSupervisory Board Member is limited to within a reasonable scope.
It is deemed that nothing will prevent him/her from attending at least seventy-five percent (75%)
of the Board of Directors' meetings. In particular, in the event of emergency, he/she can securesufficient time for his/her duties.
○ When nominating candidates for the Board of Directors, in accordance with Article
6 of these Guidelines, the Board of Directors shall endeavor to ensure the diversity ofthe members of the Board of Directors, and at the same time, the Board of Directors
shall strike a balance between the skills of each candidate, such as knowledge,
experience, and abilities, by confirming at the Nomination and Remuneration Committeethat the relevant requirements of the skill items in the following table are met.
Skill items
Corporate
Management

Sustainability

GlobalFinancial
StrategyandAccounting

Reasons for selecting skill items
In order to achieve sustainablegrowth by imagining the businessenvironment in 2030 toward therealization of ADEKA VISION
2030, management experience andmanagement achievements in eachbusiness are required.
I In order to achieve enhancement ofsocial value and sustainable growthby promoting sustainability as a
growth strategy, directors withknowledge and experience insustainability are required.
In order to advocate global
management,whichisindispensable for the growth of theCompany, directors with overseas
management
experienceandknowledge and experience of thebusiness environment are required.
In order to formulate a financial
strategy
thatachieves
both
investment and shareholder returns
aimed at building a solid financialbase and increasing corporate value,
directors with knowledge andexperience in the relevant field are
required.

Relevant requirements
Persons with experience as executive
directors of listed companies or similar
companies*1

・Practical experience in the skill *² orexperienced management *³・Advisory for the skills*4・ Overseas Business Experience orManagement Experience・ Persons with knowledge andexperience in international business・ Personnel with experience inoverseas
assignments(excluding
short-term dispatch and study abroad)・Practical experience or management
experience in the relevant skill
・Advisory experiences on such skills

Skill items
HR
Development

Research &Development,
Production
management
and technology(including IT
and DX)

Governance
Risk
Management

Reasons for selecting skill items
It is necessary to build a humanresources
strategythatcanmaximize the abilities of employees
as human capital, and directors
with knowledge and experience inthe relevant field are required.
Directors with knowledge andexperience in the relevant fields are
requiredto
optimize
R&D,
operations, production processes,
and inter-company transactions
using digital technologies (IT and
DX)
and
to
strengthen
competitiveness.
Governance and risk management,
which are the foundation forenhancing corporate value, areessential elements for improving theeffectiveness of management andsupervision, and directors withknowledge and experience incorporate
governance,risk
management, and compliance are
required.

Relevant requirements
・Practical experience or management
experience in the relevant skill
・Advisory experiences on such skills

・Practical experience or management
experience in the relevant skill
・Advisory experiences on such skills
・Personnel with work experience atuniversities,
external
research
facilities, etc.
・Practical experience or management
experience in the Legal, Complianceand Internal Control Units
・Advisory experience in legal affairs,
compliance, and internal control
・ Experienced leading role in theestablishment of corporate governance・Experienced leading role in dealing
with emergency situation*5 or advisory
experience in Crisis Management*¹: A quasi-company refers to the size of a company equivalent to a listed company*²: Practical experience means that the employee has been engaged mainly in the work
concerned for at least three years.
*³: Management experience refers to the employee who was in the position of department
manager or higher in charge of the work concerned.
*4: Advisory experience refers to experience in advisory work outside the Company.
*5: Practical experience in responding to any of 14 crises stipulated in the Crisis
Management Manual

Dismissal of Directors and Operating Officers in ADEKA shall be made as follows:○ Directors who fall under any of the following dismissal proposal standards shallbe subject to a dismissal proposal. Board of Directors shall, before deliberation of theBoard of Directors, consult with the Nomination and Remuneration Committee about the said
dismissal proposal to be presented to the General Shareholders’ Meeting and shallmake decisions by a resolution of the Board of Directors based on the opinions andadvice of the Nomination and Remuneration Committee.
○ Operating Officers who fall under any of the following dismissal proposal
standards shall be subject to a dismissal proposal. Board of Directors shall, before
deliberation of the Board of Directors, consult with the Nomination and Remuneration
Committee about the said dismissal proposal developed by the Representative
Director & President and shall make decisions by a resolution of the Board of
Directors based on the opinions and advice of the Nomination and Remuneration
Committee.

<Dismissal Proposal Standards>
1．Serious misconduct
2．Significant breaches of obligations, violations of laws and regulations, thearticles of incorporation, and other regulations of ADEKA Group which havecaused serious damage to ADEKA Group or hindrance to its business
operations.
3．Significant interference with the execution of duties
4．Apparent lack of each requirement of the Selection Proposal Standards
5．Falling under the causes of disqualification as set forth in Paragraph 1 of
Article 331 of the Companies Act

Exhibit 4 Policy for determining the amount of the remuneration of Directors andOperating Officers
The amount of the remuneration of Directors shall be such that it will fully work as motivation
for appropriate and sound performance, so that they can make a transparent, fair, prompt andbrave decision which will result in raising corporate value and therefore common interest ofshareholders. And the remuneration criteria for Directors and Operating Officers shall beestablished, and review as appropriate, taking into consideration the industry level in light of
ADEKA's business scale and necessity of securing global personnel.
The Policies for determining the amount of the remuneration of Directors (excluding the Directors
who are Audit and Supervisory Committee Members), Directors who are Audit and Supervisory
Committee Members, and Operating Officers are as follows:
1. Policy for determining the amount of the remuneration of Directors (excluding the Directors
who are Audit and Supervisory Committee Members)(1) Basic Policy
Among the remuneration of Directors (excluding the Directors who are Audit and Supervisory
Committee Members), Executive Directors' remuneration shall consist of basic compensation as
a fixed consideration, bonus as a Performance-linked compensation, and stock-based rewards.
Provided, however, the remuneration of External Directors shall be only basic compensation inview of their duties.
(2) Policy for determining the amount of individual basic compensation (money compensation)
Basic compensation for Directors shall be monthly fixed compensation as determined inaccordance with the position and number of years in office.
(3) Policy for determining performance-linked compensation and the contents andamount/number of non-monetary compensationi) Performance-linked compensation
Performance-linked compensation shall be paid at a certain time annually as a bonus, theamount of which shall be calculated comprehensively taking into account;a) Financial performance for each business year (consolidated net sales, consolidated
operating income and consolidated net income)b) Performance for each fiscal year against the sustainability indicators set forth in theMedium-Term Management Plan (Sales of Environmentally Friendly Products and GHG
Emissions)c) Other circumstancesii) Non-monetary compensation

Non-monetary compensation shall be restricted stock compensation, in order to make ourcompensation system work as a medium- to long-term incentive to realize the increase of
ADEKA’s corporate value and therefor sustainable increase of shareholder value. The
amount/number of restricted stock compensation shall be determined in accordance with theposition of each Director and shall be paid by resolution of Board of Director held within one
month from the date of starting job execution by Executive Directors.
The transfer restriction period shall be no less than three (3) years from the Payment due date,
and the transfer restriction shall be lifted subject provided that he/she is continuously in officeas the targeted Director during the period in principle.
(4) Policy for determining the proportion of monetary compensation, performance-linked
compensation, and non-monetary compensation among Directors’ total compensation
As for the proportion of Executive Directors’ compensation by type, the higher the positionof the Director is, the larger the weight of bonus as performance-linked compensation shallbe.
The approximate proportion of Directors’ Compensation by type is as follows.
(In case that achievement of performance indicators is 100%)
Performance-linked
Position
Basic compensation compensation(Bonus)Representative Director
Chairman51%
19%
Representative Director
President
Director &Senior Managing Operating
54%
18%
Officer
Director &56%
15%Managing Operating Officer
Director &56%
13%
Senior Managing Officer

Non-monetarycompensation(Restricted stock)
30%

28%
29%
31%

(5) Policy for determining the contents and amount of compensation by individuali) Basic compensation
Among Directors' compensation by individual, as for basic compensation, the Representative
Director & President shall be delegated by the Board of Directors to develop the specificcontents of each Directors’ basic compensation based on the remuneration criteria determinedin accordance with the position and number of years in office within the scope of the maximum
limit resolved by the General Shareholders’ Meetings. And the Representative Director &President shall consult such compensation proposal with the Nomination and Remuneration
Committee, and determine the amount of each Director's compensation, taking into
consideration opinions and advice of the Nomination and Remuneration Committee therefor.

ii) Bonus
Among Directors' compensation by individual, as for bonus, the Representative Director &President shall be delegated by the Board of Directors to develop the specific contents of each
Directors’ bonus. the Representative Director & President shall develop the Directors’ bonus
proposal comprehensively taking into account; a) Financial performance for each businessyear (consolidated net sales, consolidated operating income and consolidated net income),b) Performance for each fiscal year against the sustainability indicators set forth in theMedium-Term Management Plan (Sales of Environmentally Friendly Products and GHG
Emissions) and c) Other circumstances within the scope of the maximum limit resolved by theGeneral Shareholders’ Meetings. And the Representative Director & President shall consult
such bonus proposal with the Nomination and Remuneration Committee, and determine theamount of each Director's bonus, taking into consideration opinions and advice of theNomination and Remuneration Committee therefor.
iii) Stock-based rewards
Among Directors' compensation by individual, as for stock-based rewards, the Representative
Director & President shall develop the Stock-based rewards proposal based on the Stock-based
Rewards Regulations determined by the Board of Directors within the scope of the maximum
limit resolved by the General Shareholders’ Meetings. And the number of shares allocated toeach Director based on such proposal shall be determined by the resolution of the Board of
Directors after consultation with the Nomination and Remuneration Committee.

2. Policy for determining the amount of the remuneration of Directors who are Audit andSupervisory Committee Members(1) Basic Policy
Directors who are Audit and Supervisory Committee Members (regardless of whether he/sheis External Director or not) shall be paid only basic compensation in view of their duties incharge of supervisory function.
(2) Policy for determining the amount of individual basic compensation (money compensation)
Basic compensation for Directors who are Audit and Supervisory Committee Members shallbe determined by mutual consultation among Audit and Supervisory Committee Members
within the scope of the maximum limit resolved by the General Shareholders’ Meetings.

3. Policy for determining the amount of the remuneration of Operating Officers(1) Basic Policy
Operating Officers' remuneration shall consist of basic compensation as a fixed consideration,bonus as a Performance-linked compensation, and stock-based rewards.
(2) Basic Compensation
Basic compensation for Operating Officers shall be monthly fixed compensation as determinedin accordance with the position and number of years in office.
In addition to the above, those who are certified as senior fellows under the research fellowshipsystem will be paid a senior fellow allowance, which is a fixed monthly remuneration
determined on an individual basis.
(3) Performance-linked compensation and non-monetary compensationi) Performance-linked compensation (Bonus)
Performance-linked compensation shall be paid at a certain time annually as a bonus, theamount of which shall be determined by the representative Director and President
comprehensively taking into account;a) Financial performance for each business year (consolidated net sales, consolidated
operating income and consolidated net income)b) Performance for each fiscal year against the sustainability indicators set forth in theMedium-Term Management Plan (Sales of Environmentally Friendly Products and GHG
Emissions)c) Other circumstancesii) Non-monetary compensation (Stock-based rewards)
Non-monetary compensation shall be restricted stock compensation, in order to make ourcompensation system work as a medium- to long-term incentive to realize the increase of
ADEKA’s corporate value and therefor sustainable increase of shareholder value. The
amount/number of restricted stock compensation shall be determined in accordance with theposition of each Operating Officer and shall be paid by resolution of Board of Director held
within one month from the date of starting job execution by Operating Officers.
The transfer restriction period shall be no less than three (3) years from the Payment due
date, and the transfer restriction shall be lifted subject provided that he/she is continuously
in office as Operating Officer during the period in principle.

Exhibit 5 Policy for training of Directors and Operating Officers
1. Object persons of training shall include not only Directors but also Operating Officers(collectively "Officers, etc.").
2. In taking office as Officers, etc., Officers, etc. shall undergo the training before or immediately
after such taking office, and also thereafter, regularly undergo the training for update so that they
can deal with any revision of laws, new practices and trend of risk problems.
3. The training shall be attained with a combination of the in-house trainings and the training
sessions provided by any third-party specialized agencies. In in-house trainings, visiting lecturer
shall be used, as appropriate. For training sessions provided by any third-party specialized
agencies, not only trainings arranged by ADEKA but also such trainings as searched by respective
Officers, etc. by themselves may be utilized (in which case, expenses shall be borne by ADEKA
subject to in-advance application).
4. The purpose of the training is to cause Officers, etc. to master a higher level of knowledge andleadership.
(1) Examples of trainings provided by any third-party specialized agencies
Roles and responsibilities in society; the Companies Act; the Financial Instruments andExchange Act; corporate governance; M & A; finance; how to read financial statements;
leadership; human resource management, etc.
(2) Examples of in-house trainings
In addition to above-mentioned general knowledge, long-term business challenges,
management strategy and financial analysis, of ADEKA, etc.
(3) Examples of trainings for Audit and Supervisory Committee Members
In addition to above-mentioned items, roles of Audit and Supervisory Committee Members;
accounting; risk management; internal audit; internal control; corporate ethics andcompliance, etc.
(4) Examples of trainings for persons promoted to Operating Officers
Corporate ethics and compliance; basic knowledge relating to corporate governance, etc.
5. For trainings for External Directors, an orientation for business lineup, composition of financesand organization of ADEKA, etc. shall be provided before their taking office as External Officers,
and thereafter, upon request of External Directors, further trainings and information shall be
provided as appropriate.

Exhibit 6

ADEKA Group Code of Conduct(Established on April 1, 2003. Amended on March 18, 2022)

1. Contribute to the creation of a sustainable and affluent society through business
operations
We contribute to the creation of a sustainable and affluent society by providing superior products
and services that help resolve social issues.
2. Abide by laws and regulations in all corporate activities and conduct fair business in an
ethical manner
We abide by domestic and overseas laws and regulations as well as corporate internal rules andconduct fair and transparent business in accordance with social ethics. We will never be involvedin any type of corruption including bribery and will never give or accept any gifts or entertainment
beyond the scope of the amount that is socially reasonable, as such behavior can become abreeding ground for corruption.
3. Foster corporate transparency by truthfully and accurately disclosing information
regarding our business activities
We disclose business information that is useful for society in a timely and appropriate manner.
We fully acknowledge the key relevance of protection of confidential information, including
privacy of customers, and deal with such confidential information as customers data stored with
us in accordance with the provisions of house rules in an appropriate and rigorous way.
4. Be serious about preserving the environment
We acknowledge that voluntary initiatives to the environmental efforts are essential for existence
and activities of the enterprise. We give special consideration to preservation of the environmentby endeavoring to development and provision of environmentally friendly products intended foreasy recycle and tackling aggressively conservation of resources including energy and waste
minimization.
5. Provide safe and high-quality products and services
We develop and provide products and services truly contributing to construction of a sound andwealthy society. We provide products and services of safe and high quality, giving first priority tocustomers' satisfaction and reassurance.

6. Maintain a safe and healthy working environment for our employees
Considering each and every employee as a precious asset, we secure a safe and healthy working
environment for employees in order to maintain and enhance their health and work-life balance. By
respecting their human rights, giving them impartial and equal treatment, and achieving
comfortable and prosperous lives for them, we build a vibrant company that appreciates theiruniqueness and initiatives.
7. Open and friendly communication and activities, to serve the interest of society andstakeholders and to maintain their trust
We are willing to be a business enjoying deep-seated trust widely from society and stakeholders
by emphasizing the dialogue with them. We highly esteem traditional culture and practices not
only in Japan, but also in the countries where we are located, make best efforts to contribute todevelopment of communities in various aspects by participating in community activities, disaster
relief services and other volunteerism.
8. Strive to achieve sustainable growth and success for the benefit of our employees,
shareholders and society
We seek for harmonization as well as co-existence and co-prosperity with the civil society andstrive for a sound and vital development and an increase of profitability through fair andtransparent management and global and innovative business activities, thereby realizing anappropriate return of our results to the society.
9. Not tolerate anti-social forces or behavior
We totally exclude the relationship with any anti-social forces and groups jeopardizing order andsecurity in the civil society and putting undue pressure on business activities and reject their
unreasonable demands aggressively.
10. Thorough risk management
We perform thorough and systematic risk management in order to prepare for natural calamities,
cyberattack, terrorism, or acts of antisocial forces, and to ensure the security of our employees
and continuity of our business.
11. All for the betterment of society
We aim to keep on creating new value that contributes to the realization of a sustainable and better
society while giving due consideration to protecting the environment, human rights, intellectual
property, and so on. In order to achieve this, we make efforts in our supply chain to understandthe provisions of this Code of Conduct and to work on it in unison.

Exhibit 7 Basic policy for internal control system

Basic policy for the systems to secure appropriateness of operations(Internal Control System)
June 16, 2023
Board of Directors, ADEKA Corporation
Establishment/revision Establishment/revision date
Establishment(1st May 15, 2016
edition)

Revision (2nd edition)

March 24, 2008

Revision (3rd edition)

May 12, 2015

Revision (4th edition)

March 17, 2016

Revision (5th edition)

March 16, 2017

Revision (6th edition)

June 23, 2017

Revision (7th edition)

June 18, 2021

Revision (8th edition)

March 18, 2022

Revision (9th edition)

June 16, 2023

Contents
Established pursuant to the provisions of Article 362,
paragraph (4), item (vi) of the Companies Act, andArticle 100 of the Ordinance for Enforcement of theCompanies Act.
Added the provisions concerning the internal control
system promotion organizations, the prevention ofdamages caused by, and ban on relations with, antisocial forces; Amended the provisions concerning the
Employees who should assist Audit and Supervisory
Board Member's duties
Review and expansion of the provisions, on the groupinternal control and, on the matters concerning audit
systemAmended the provisions of ''7. Employees who should
assist Audit and Supervisory Board Member's duties"
Amended the provisions of ''5.(2) Management
Committee”
Amended the provisions of ''5. (2)Management
Committee”
Amendment associated with the transition to acompany with Audit and Supervisory Committee
Amendment associated with the revision of ADEKA
Group Code of Conduct
Addition of items related to reimbursement of Audit
and Supervisory Expenses by Audit and Supervisory
Committee Members
Revision of wording in accordance with the revisionof the ADEKA Group Risk Management Regulations
and Risk Management ManualBasic policy for the systems to secure appropriateness of operations(Internal Control System)
Pursuant to the provisions of Article 399-13, paragraph (1), item (1) and paragraph (2) of theCompanies Act, and Article 110-4 of the Ordinance for Enforcement of the Companies Act, abasic policy for the systems to secure appropriateness of operations of corporate group ("ADEKA
Group") consisting of ADEKA and its subsidiaries ("Group Company" or "Group Companies")(such system, hereinafter referred to as "Internal Control System") shall be established, as follows:
1. Basic policy for business operations(1) ADEKA Group Management policy"To be a company that is progressive and dynamic with a keen attitude towards the newchanging tide "/ " Creating a better future for the people of the world "We strive to accelerate business deployment, focusing on highly competitive andtechnologically superior product lines in the world market, and provide the market with, stateof-the-art products using original and superior technology and, products responding to needsof our customers, and thereby ultimately, contribute to promoting global welfare. We also strive
to harmonize the further soundness of our business operations with the global society, by fully
taking into consideration in our business the request and profit of stakeholders surrounding us,
in response to any changes in our business environment with extreme sensitivity.
(2) ADEKA Group Code of Conduct
As guidelines for our business activities, we hereby establish the "ADEKA Group Code of
Conduct", action guidelines for ADEKA Group's officers and employees derived from the
management policy set forth in (1) above, as follows:(i) Contribute to the creation of a sustainable and affluent society through our core business(ii) Abide by laws and regulations in all corporate activities and conduct fair business in an
ethical manner(iii) Foster corporate transparency by truthfully and accurately disclosing information
regarding our business activities(iv) Be serious about preserving the environment(v) Provide safe and high-quality products and services(vi) Maintain a safe and healthy working environment for our employees(vii) Open and friendly communication and activities, to serve the interest of society andstakeholder to maintain their trust(viii) Strive to achieve sustainable growth and success for the benefit of our employees,
shareholders and society(ix) Not tolerate anti-social forces or behavior

(x) Thorough risk management(xi) All for the betterment of society
2. System to ensure that performance of duties by Directors or employees conforms to theprovisions of applicable laws and the Articles of Incorporation (Compliance)(1) Compliance promotion organization
ADEKA shall establish the Compliance Promotion Committee (with the officer in charge ofcompliance as a chairman) consisting of officers and one (1) outside lawyer as an organizationin charge of promoting compliance management of ADEKA Group, make an effort to develop
a compliance system and grasp problems thereof. ADEKA shall also appoint in eachdepartment a Compliance Promotion Responsible Manager (General Manager of thedepartment, in principle) and a Compliance Promotion Manager (Compliance leader of each
workplace designated by the Compliance Promotion Responsible Manager).
(2) Group Compliance Regulations
ADEKA shall establish as a regulation governing the compliance management of ADEKA
Group, and promote development of the compliance promotion organization system,
management of compliance activities (including but not limited to education andenlightenment) and operation of the whistle-blowing system based on, the Group Compliance
Regulations.
(3) Code of ethics/manuals
ADEKA shall repeatedly communicate (by the Representative Directors) a spirit of complianceto and among every officers and employees and make them thoroughly understood that every
business activities are premised on compliance of laws, by using, in addition to the "ADEKA
Group Code of Conduct", various code of ethics and manuals, including, but not limited to, the"Compliance Action Guidelines", a norm of behavior detailing the ADEKA Group Code of
Conduct, and the "Compliance Casebook (collection of cases)", a collection of cases thereof.
The Compliance Promotion Committee shall regularly review said code of ethics and manuals.
(4) Compliance education/training
The Compliance Promotion Committee shall thoroughly promulgate a spirit of compliance toall officers and employees, by the education/training system with a combination of a stratified
training and a training classified by theme/laws, based on the cascade method, that is, a way of
promulgation that ADEKA first provides the Compliance Promotion Responsible Managers ofeach department with compliance education and then said Compliance Promotion Responsible
Managers thoroughly communicate said compliance education to and among every employees
in said department. ADEKA shall enlighten by using in-house newsletter or other internal
media.

(5) Monitoring and business audit(i) The Compliance Promotion Committee shall regularly conduct a monitoring and survey on
the status of compliance of laws and the degree of penetration of a sense of compliance, etc.
in ADEKA.
(ii) The Internal Auditing Department shall cooperate with the Compliance Promotion
Committee, including, but not limited to, reporting to the Compliance Promotion Committee
matters concerning compliance among the result of internal audit.
(iii) The Chairman of Compliance Promotion Committee shall report to the Board of Directors
the activity status of the Compliance Promotion Committee and problems on compliance.
(6) Whistle-blowing system
ADEKA shall establish a Whistle-blowing Hot-line and, make an effort to detect early, andsecure information on, any violation of compliance.
ADEKA shall also further strengthen, and enhance the function of, the whistle-blowing system,and establish the Compliance Whistle-blowing Regulations that clarify the procedure forwhistle-blowing to the Whistle-blowing Hot-line, the protection of whistle-blowers and so on,
in response to the Whistle-Blower Protection Act.
(7) Internal control system promotion organization
ADEKA shall strive to strengthen the company-wide internal control system, by establishing
the Internal Control Promotion Committee (headquarters level) and subcommittees by businesssegment thereunder, for the purpose of building and improving the system for the “Evaluationof and Report on Internal Control Over Financial Reporting ” pursuant to the Financial
Instruments and Exchange Act (Japanese Sarbanes-Oxley Act), in addition to specific operationand promotion of the internal control system pursuant to the Companies Act and the Ordinancefor Enforcement of the Companies Act.
Functions of the Internal Control Promotion Committee shall be as follows:(i) To secure appropriateness (legality, efficiency) of execution of operations, to secure
reliability of financial reporting, and to build, and promote operation of, a system forsafeguarding of assets; and(ii) To develop such environment and promote such illuminating activities as help employees
to raise their consciousness level concerning internal control.
(8) Prevention of damage caused by, and ban on relations with, anti-social forces
As one of the important efforts for CSR and compliance, ADEKA shall make an effort to
exclude antisocial forces. To prevent any damage caused by, and exclude any relations with,any anti-social forces, ADEKA shall designate the Legal Affairs & Publicity Department as
a department in charge of response to the anti-social forces, develop manuals on
countermeasure for possible cases, and take a firm stand against antisocial forces,

cooperating with the police and other agencies.
3. System concerning storage and control of information pertaining to exercise by Directorsof their duties
To guarantee the appropriateness of business judgment, ADEKA shall, for any matters importantfor business management, make a decision by the Board of Directors or the Management
Committee under the rules on review and meeting, and store the minutes thereof along with
relevant materials used at such decision-making. For any duties delegated to the execution linefrom Directors, an approval procedure by Ringi or Decision (the request for managerial
decision) shall be taken, and the Ringi documents/Decision documents shall be stored along with
relevant materials.
To secure traceability of Directors' management responsibility, the information concerning thesedecision-making procedures shall be store and managed as follows:(1) The officer in charge of the Legal Affairs & Publicity Department shall establish the document
management regulations and the standards for storage and disposal of documents, and store thefollowing documents (including electromagnetic records) along with relevant materials:(i)Minutes of General Shareholders’ Meetings, (ii)Minutes of Board of Directors, (iii)Minutes ofManagement Committee, (iv)Ringi documents/Decision documents, (v)accounting books,
financial statements, (vi)other documents specified in the document management regulations(2) In storing documents, the officer shall make an effort to adopt a method easy to retrieve stored
ones, by using index system or electronic file.
4. Rules and other systems for management of risk of loss (risk management system)(1) Establishment of the Risk Management Committee
ADEKA shall establish the Risk Management Committee (with the officer in charge of risk
management as a chairman) consisting of general managers of main staff departments(Secretariat: Legal Affairs & Publicity Department), and then cause said Risk Management
Committee to identify and evaluate risks actually or possibly faced by each department, design
the ADEKA Group Risk Management Regulations and the ADEKA Group Risk Management
Manual and review the risk management system.
(2) Risk Management Regulations and Risk Management Manual
ADEKA shall, based on the ADEKA Group Risk Management Regulations and the ADEKA
Group Risk Management Manual issued by the Risk Management Committee, designate
responsible departments by risk categories, and create a system that can minimize damage
through prompt and correct response in case of emergency.

(3) Establishment of the Emergency Headquarters
In the event of an incident of high degree of urgency/importance, ADEKA shall establish theEmergency Headquarters (with the officer of the department in charge of the said incident
appointed as chief of headquarters) and address the said incident in an organized manner inaccordance with the ADEKA Group Risk Management Manual.
(4) Audit on risk management
The Internal Auditing Department shall conduct, and regularly report to the President & Chief
Executive Officer, Audit and Supervisory Committee and to the Board of Directors the resultof, an audit on status of the risk management made by each department.
5. System to secure efficient performance by Directors of their duties(1) Operating Officers System
ADEKA shall strive to speed up decision-making procedure and to clarify responsibility forbusiness execution, by separating decision-making from business execution, based on the
Operating Officers System.
(2) Management Committee
ADEKA shall establish the Management Committee, in order to preliminarily deliberate
important matters for which an approval of the Board of Directors is required, to share theinformation on business execution among Officers, and to speed up deliberation by the Boardof Directors. The Management Committee shall consist of Full-time Directors (excluding the
Directors who are Audit and Supervisory Committee Members) and Operating Officers andshall deliberate and determine the matters stipulated in the Management Committee Regulation.
Each Management Committee’s Meeting shall have all full-time Directors and the relevant
Operating Officers relating to the agenda of the meeting as attendees, and the appropriate
section leaders as proposers of the matter to be discussed.
(3) Term of office of Directors and Operating Officers
Term of office of Directors and Operating Officers shall be one (1) year, for the purpose ofclarifying their management responsibility and making operations more efficient.
(4) Clarifying of rules on authorities, decision-making and business execution
ADEKA shall take a system capable of securing appropriate and efficient execution by officersof their duties, by clarifying of rules on authorities, decision-making and business execution
based on the internal regulations, including, but not limited to, the Board of Directors
Regulations, the Management Committee Regulations, the Authorities Regulations, and theDecision Regulations. To avoid discrepancy between regulations and actual condition, ADEKA
shall promote a review of the internal regulations and standards.

(5) Budgetary management system
ADEKA shall secure efficiency of business operation, by setting numerical targets (including
those for costs) for each department at the beginning of a term, reviewing progress and statusof the achievement using the managerial accounting method, and providing feedback on the
results.
ADEKA shall also improve business efficiency, by using information technologies inaccounting system.
6. System to secure proper operations in business group(1) Departments to administer or supervise Group Companies(i) Corporate Planning & Strategy Division
ADEKA shall establish the Corporate Planning & Strategy Division as a department toadminister Group Companies. The Corporate Planning & Strategy Division shall give
guidance on, and administer, Group Companies' management and business operation in
general.
(ii) Business Headquarters
ADEKA shall establish business headquarters ("Business Headquarters") in charge of eachbusiness of ADEKA Group. The Business Headquarters shall give advice or guidance on,
and administer, business strategies of each Group Company under its charge ("Group
Company under the Charge" or "Group Companies under the Charge").
(iii) Internal Auditing Department
ADEKA shall establish the Internal Auditing Department as a department in charge ofinternal audit. The Internal Auditing Department shall conduct an audit over a Group
Company and report the result thereof to the Representative Director and the Audit andSupervisory Committee of ADEKA and to the Group Company.
(2) Framework for reporting to ADEKA by Group Company of its business execution(i) weekly/monthly report system
The Representative Director of ADEKA shall, via the Corporate Planning & Strategy
Division, receive from the representative director of a Group Company a report on theperformance, progress of the business plan and status of business execution of the Group
Company under the weekly/monthly report system.
(ii) Reporting at the board of directors meeting of Group Company
Those who are dispatched from ADEKA to a Group Company as Directors or Audit andSupervisory Board Members of such Group Company (hereinafter referred to as “Dispatched
Officers”) shall, at the board of directors meeting of the Group Company they are attending,receive a report on, actively ask a question for and strive to collect information on, the statusof business execution of the Group Company.
(iii) Global Strategy Meeting
The Business Headquarters shall hold a Global Strategy Meeting consisting of Group
Companies under the Charge, and receive a report on their status of business, etc. from theGroup Companies under the Charge.
(iv) ADEKA Group President Meeting
At the ADEKA Group President Meeting representative directors of main domestic andoverseas Group Companies attend, the President of ADEKA shall request said representative
directors to report the status of the Group Company's management and business execution
as well as problems thereon.
(v) General shareholders’ meetings of Group Company
ADEKA shall attend the general shareholders’ meetings of each Group Company and receive
a business report there, every fiscal year.
(3) Regulations and other systems for the management of risk of loss for Group Company(i) Building and improvement by a Group Company of the system for management ofrisk of loss
ADEKA shall, through the general shareholders’ meetings of each Group Company,
request said Group Company to build and improve, and to report the status of operationof, a risk management system according to its business category and business scale,including, but not limited to, establishment of organization for management of risk of loss,
and appointment of responsible persons thereof.
(ii) System for reporting on risk of loss
In the event that any risk of loss arises or is likely to arise due to any accident, disaster orviolation of law in any Group Company, ADEKA shall promptly request said Group
Company to report to ADEKA's the Corporate Planning & Strategy Division and theBusiness Headquarters (in particular, in case of critical emergency, also to theRepresentative Director of ADEKA) the contents of the risk of loss, degree of the loss,
and its possible effect on ADEKA and degree thereof.
(iii) Risk management during peacetime in accordance with the Risk Management
Manual
ADEKA shall designate responsible departments by individual risk category inaccordance with the ADEKA Group Risk Management Manual. The Risk Management
Committee may instruct the responsible department to educate and enlighten, to identify
and evaluate any risks actually or possibly faced by, and to review and improve the risk

management system of, the relevant Group Companies.
(iv) Group Risk Management Council
The Group Risk Management Council shall meet regularly to report on the risk
management status and issues of each Group company and to exchange information onrisk management.
(v)Establishment of a Joint Emergency TeamIn the event that a state of emergency arises, raising concerns about the possible serious
impact on ADEKA or any other Group Company, then ADEKA shall organize a Joint
Emergency Team with the Group Company, and address the concerns and minimize
damage in cooperation with the Group Company.
(4) System to secure efficient performance by directors, etc. of their duties in the Group
Companies(i) Budgetary management by Group Company
ADEKA shall request each Group Company to report on its numerical targets (including
those for costs) it has set at the beginning of a term, review the progress and the status ofachievement of the budget, using the managerial accounting method, and provide the Group
Company with the feedback on the results.
(ii) Management by the Business Headquarters
The Business Headquarters shall regularly convene a meeting in order to confirm theprogress and the status of achievement of the budget in the Group Company.
(iii) Management by the Corporate Planning & Strategy Division and Dispatched Officers
The Corporate Planning & Strategy Division and Dispatched Officers shall give any
guidance or advice on the management/operation of the Group Company as appropriate, andsecure efficiency in the execution of duties.
(iv) Global business management system
ADEKA shall provide Group Companies with useful information and improve a businessefficiency, by sharing data for the business management analysis with Group Companies via
the global business management system and making it possible to immediately collectinformation.
(5) System to ensure that the execution by Group Company's directors, etc. and employeesof their duties conforms to the provisions of applicable laws and the Articles ofIncorporation(i) Sharing of the code of ethics/compliance regulations, etc.
ADEKA shall take a group-wide system for compliance, by establishing, and sharing withrespective Group Companies, the code of ethics and various regulations/manuals

applicable in common to the whole ADEKA Group, including, but not limited to, the"ADEKA Group Code of Conduct", the "Group Compliance Regulations", and the"Compliance Whistle-blowing Regulations".
(ii) Group compliance promotion organizationsi) Building and improvement by a Group Company of a promotion system
ADEKA shall, through the general shareholders’ meetings, etc. of each Group Company,
request said Group Company to build and improve, and to report the status of operationof,a compliance system according to its business category and business scale, including,but not limited to, establishment of compliance promotion organizations, andappointment of the compliance promotion responsible persons thereof.
ii) Group Compliance Council
ADEKA shall hold a Group Compliance Council consisting of the presidents ofrespective Group Companies and the compliance promotion responsible persons,discuss at said Group Compliance Council any problems on compliance faced byrespective Group Companies, and strive to share the consciousness and information.
ADEKA shall also regularly hold a compliance lecture meeting for the members of theGroup Compliance Council.
(iii) Supervision over, and audit on, Group Companyi) Dispatched Officers
ADEKA shall dispatch Dispatched Officers to Group Companies and monitor andsupervise the execution by the Group Company's directors of their duties throughDispatched Officers.
ii) Audit and Supervisory Committee of ADEKA
Audit and Supervisory Committee of ADEKA shall conduct an audit on the businessexecution of Group Companies.
iii) Internal Auditing Department
The Internal Auditing Department shall conduct an internal audit on each Group
Company, respecting the autonomy of the Group Company.
(iv) Whistle-blowing Hot-line applicable in common to Group Companies
ADEKA shall establish and operate the Whistle-blowing Hot-line applicable in common
to Group Companies in accordance with the Compliance Whistle-blowing Regulations.
In the event that any officer or employee of any Group Company makes a whistleblowing to the Whistle-blowing Hot-line, the Secretariat of Compliance Promotion
Committee of ADEKA shall promptly communicate it to the presidents of said Group
Company, the compliance promotion responsible persons or Dispatched Officers, andcooperate with said Group Company in investigating and addressing the event, as
appropriate.
7. Employees who should assist Audit and Supervisory Committee's duties
ADEKA shall establishes the following system for securing independence of employees whoshould assist Audit and Supervisory Committee's duties ("Assistant Employees") andeffectiveness of instructions of Audit and Supervisory Committee, and then appoint Assistant
Employees:(i) Assistant Employees who have received any instructions from Audit and Supervisory
Committee necessary for audit operations shall not accept any instructions or orders from
Directors, etc. for matters covered by said Audit and Supervisory Committee’s instructions,in accordance with the Audit and Supervisory Committee's instructions;(ii) ADEKA shall appoint as Assistant Employees only persons who have skills and experience
required to carry out the Audit and Supervisory Committee's instructions; and(iii) Internal transfer, personnel evaluation, reward and punishment and so on of Assistant
Employees shall be subject to a prior consent of Audit and Supervisory Committee.
8. Systems for reporting to Audit and Supervisory Committee, and other systems to secure
the effectiveness of audits conducted by Audit and Supervisory Committee(1) Attendance at the Board of Directors' meeting, etc., and regular liaison conference with
the Representative Director
Directors who are Audit and Supervisory Committee Members shall, in addition to attending
the Board of Directors' meeting and other important meetings, regularly have a liaison
conference with, and receive a report on the following matters from, the Representative
Director:(i) Important matters concerning business management;(ii) Important matters concerning the status of internal audit and risk management;(iii) Other matters important for compliance.
(2) Authorities of Audit and Supervisory Committee
Audit and Supervisory Committee shall have the rights to ask for a report on the result ofinternal audit from the Internal Auditing Department, and to demand inspection of any
materials of important in-house meetings and any materials concerning decision procedures
to Directors, Operating Officers and employees, at any time.
(3) Cooperation with the Compliance Promotion Committee(i) Attendance at the Compliance Promotion Committee's meeting
Directors who are Audit and Supervisory Committee Members shall, in addition toattending the Compliance Promotion Committee's meetings, receive a report on the statusof the compliance activities, from time to time.
(ii) Whistle-blowing Hot-linei) Upon receiving any whistle-blowing, the Secretariat of Compliance Promotion
Committee shall timely report it to the Audit and Supervisory Committee.
ii) In accordance with the internal regulations stipulating the securement of anonymity ofwhistle-blowers, confidentiality, prohibition of disadvantageous treatment to whistleblowers, and so on, ADEKA shall, in cooperation with Audit and Supervisory
Committee, strive to fairly operate the Whistle-blowing Hot-line, appropriately deal
with the whistle-blowing cases, and protect the whistle-blowers.

9. Matters related to policy on procedures for advance payment or reimbursement ofexpenses resulting from execution of duties of the Audit and Supervisory Committee andtreatment of other expenses or liabilities resulting from such execution of duties
The Audit and Supervisory Committee or Audit and Supervisory Committee Members may claim
necessary expenses from the Company, including those for seeking advice from attorneys-at-law,certified public accountants, or other outside experts in conducting audits, or for commissioning
them to perform investigation, appraisement, or other tasks.
The Company shall respond to such claim unless the expenses pertaining to the claim areconsidered unnecessary for the execution of audit duties or for the duties of the Audit andSupervisory Committee.
(Supplementary provisions)
1. A resolution of the Board of Directors' meeting shall be required to revise or amend these basic
guidelines.
EndExhibit 8 Outline of the Whistle-blowing System
ADEKA shall operate the Whistle-blowing System, as follows:● ADEKA shall provide three types of routes for whistle-blowing: (i) a basic route for making awhistle-blowing to the Compliance Promotion Committee via the Compliance Promotion
Responsible Manager or the Compliance Promotion Manager of each workplace; (ii) a directroute for making a whistle-blowing directly to the Compliance Promotion Committee; and (iii)
an external route for making a whistle-blowing to the Compliance Promotion Committee via
outside lawyers or external reception services.
● ADEKA shall strive to secure anonymity of whistle-blowers and protect whistle-blowers, as
follows:
Article 4 (System for handling of whistle-blowing)
2. Whistle-blowing and consultation thereof may be made anonymously. A person who
desires to make a whistle-blowing or consultation thereof anonymously shall use theexternal hot-line and state to the effect that he/she desires anonymity. Upon receiving arequest for anonymity from a whistle-blower or consulter, the external hot-line shall notreport the name of said whistle-blower or consulter to ADEKA.
Article 10 (Protection of whistle-blowers)
1. ADEKA shall not dismiss or otherwise treat disadvantageously any whistle-blower, etc.
on the grounds of his/her whistle-blowing or consultation thereof.
2. ADEKA shall take appropriate measures to prevent a working environment of whistleblower, etc. from deteriorating on the grounds of his/her whistle-blowing or consultation
thereof. In the event any person (including, but not limited to, a superior or colleague ofthe whistle-blower, etc.) treats disadvantageously or harasses the whistle-blower, etc.,
ADEKA may impose disciplinary punishment on the person in accordance with theWork Regulations.
● Upon receiving a whistle-blowing, the Compliance Promotion Committee shall promptly
conduct investigation on the fact and take prompt countermeasures, and report to the whistleblower the result of said investigation or countermeasures. If the problem requires time to beresolved in light of nature of the case, the Compliance Promotion Committee shall report to thewhistle-blower the progress situation, as appropriate.
● Details of the Whistle-blowing System shall be stipulated in the "Group Compliance
Regulations" and the "Compliance Whistle-blowing Regulations".

Exhibit 9 Policy for dialogues with shareholders
ADEKA shall develop a system for, and work on, promoting dialogues with shareholders inaccordance with the following policies:(1) ADEKA shall attach importance to constructive dialogues with shareholders, and make aneffort to have dialogues with shareholders through the executives such as the Representative
Directors and the officer in charge of the Finance/Accounting Department on various
occasions.
(2) As a framework to promote constructive dialogues with shareholders, ADEKA shall designate
the Legal Affairs & Publicity Department as a responsible department in charge of SR(shareholders relations) and IR (investors relations) and designate the officer in charge of theLegal Affairs & Publicity Department as a Supervisory Manager thereof.
(3) Mainly, the Corporate Planning & Strategy Division and the Finance & Accounting
Department shall, as a department to assist dialogues with shareholders, cooperate with theLegal Affairs & Publicity Department in preparing materials for the IR meetings, and whereappropriate, the officers in charge of both departments shall attend the IR meetings. Where
appropriate, any structure for cooperation with the sales department, the research department
and the production department shall also be built in connection with themes to be taken up
in the dialogues with shareholders.
(4) To identify shareholders/investors with whom ADEKA can have constructive communication
which would contribute to raise ADEKA's sustainable and mid-and-long term corporate
value, ADEKA shall regularly carry out a substantial shareholders survey.
(5) To have more dialogues with shareholders, ADEKA shall expand the opportunity to havedialogues with shareholders, including, but not limited to, holding small meetings, regularly
holding IR results briefing as well as conducting individual interview withshareholders/investors. The General Shareholders’ Meetings and the shareholders meeting
held thereafter shall also be actively used as an opportunity of dialogues with shareholders.
(6) Opinions and concerns of shareholders grasped through dialogues with shareholders shall bereported by General Manager of the Legal Affairs & Publicity Department to the officers incharge of the Legal Affairs & Publicity Department and the Representative Director.

Important opinions and concerns of shareholders grasped through dialogues withshareholders shall be reported by the officers in charge of the Legal Affairs & Publicity
Department to the Board of Directors.
(7) A person who has a dialogue with shareholders or corporate investors shall strictly manage
the insider information, and thoroughly comply with the fair disclosure principle so as not tocause any digital divide or imbalance with other general shareholders or investors.

EndExhibit 10 Basic policy for the capital policy

As a basic policy for the capital policy, ADEKA shall, maintaining its stable financial condition,
strive to make an investment for its mid-and-long term growth and secure the balance with propershareholder return.
ADEKA shall recognize its optimum capital structure, and adopt a shareholder return policy
according to said optimum capital structure. While maintaining its stable dividend, by varying theamount of dividend according to the profit in each term with the dividend payout ratio fixed,
ADEKA shall gradually raise the dividend level and return the benefit to shareholders, by actively
investing in growing markets and growing fields, and raising its mid-and-long term businessperformance.

Exhibit 11 The policy for cross shareholding and the principle for exercise of voting rights
in cross-held shares＜Policy for cross shareholding＞
The Company shall hold shares in companies that are expected to improve the Company’sbusiness performance and corporate value, and strengthen the Company’s financial base throughcapital tie-up, business collaborations such as joint research and development of new technology,
etc., strengthening business relationship or maintaining continuous, friendly, and stable
relationship with invested companies and that may contribute to business development of theCompany over the mid-and-long term.
When newly acquiring shares of a business partner of the Company, the appropriateness ofholding such shares shall be determined based on the Company’s decision making procedures by
the person having decision authority (the President & Chief Executive Officer, or the Officers incharge of the relevant departments as appropriate according to the value of the stocks), who shallmake decision from the perspective of whether strengthening business relationship with the saidbusiness partner will contribute to the improvement of the Company’s business performance andcorporate value, taking into account the current and future profitability, etc. of the said business
partner.
Regarding shares of business partners held by the Company, the appropriateness of holding sharesfor all issues shall be verified every year by comprehensively considering the reasonableness ofholding such shares based on stock price trends, dividends, recent major financial results, etc. The
Finance and Accounting Department shall confirm with the relevant departments the necessityand meaningfulness of holding each share in accordance with the current trading conditions inlight of the objectives at the time of acquiring such shares. The results of the verification shall bereported to the Board of Directors, and efforts shall be made to reduce cross-held shares by sellingstocks for which the reasonableness of holding is no longer recognized as reasonable.

＜Principle for exercise of the voting rights in cross-held shares＞
In exercising any voting rights in cross-held shares, the Company shall designate a department incharge of exercising the voting rights in cross-held shares, according to the relationship with theinvested company.
The department in charge of exercising the voting rights in cross-held shares shall properly
exercise the voting rights, by reporting the contents of the proposal of the invested company tothe officer in charge of the department and obtaining the consent from the officer in advance.
For proposals deemed to possibly prejudice the relationship with the invested company as well as
the invested company's corporate value seriously or deemed to affect ADEKA's interest as ashareholder or the Company's business development over the mid-and-long term, the Company
shall make decisions of approval or disapproval after carefully examining these factors.