Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between thistranslated document and the Japanese original, the original shall prevail.

Corporate Governance
CORPORATE GOVERNANCE

Mitsuuroko Group Holdings Co., Ltd.

Last Update: June 18, 2024

Mitsuuroko Group Holdings Co., Ltd.
Kohei Tajima, President and Representative Director
Contact: +81-3-3275-6300
Securities code: 8131

The corporate governance of Mitsuuroko Group Holdings Co., Ltd. (the “Company”) is described below.

I

Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other Basic Information

1． Basic Views
The purpose of Mitsuuroko Group (the “Group”) are to establish systems for ensuring the appropriateness of the Group's business operations, inaccordance with the Companies Act, the Regulations for Enforcement of the Companies Act, codes of corporate conduct issued by financial
instruments exchanges, etc., to comply with laws, regulations, and social ethics and norms, and to fulfill the Group’s social mission in our businessactivities while ensuring transparent management as well as an honest response to our customers, business partners, shareholders, and otherstakeholders.
Furthermore, at the Ordinary General Meeting of Shareholders held on June 26, 2015, the Company transitioned from a company with a board ofcompany auditors to a company with an audit and supervisory committee, to achieve more transparent management by strengthening functions forauditing and supervising the legality and propriety of business execution and further strengthen corporate governance systems.

[Reasons for Non-compliance with the Principles of the Corporate Governance Code](Supplementary Principle 4.8.1)
At meetings of the Company's Board of Directors, independent External Directors actively participate in discussions from an objective standpoint.
At present, the Company does not hold meetings consisting solely of independent Directors regularly. We recognize the importance of having
independent External Directors exchange information and develop a shared awareness from an independent and objective standpoint. Therefore, inthe future, we will consider providing opportunities to exchange information and create a shared understanding from an objective perspective,
including holding meetings.
(Supplementary Principle 4.8.2)
The Company does not appoint a lead independent External Director. At present, the Company has a system where each independent External
Director communicates and coordinates with management and collaborates with Members of the Audit and Supervisory Committee. If it becomesdifficult for independent External Directors to communicate and coordinate with management and collaborate with Members of the Audit andSupervisory Committee under the current system, the Company plans to reconsider establishing procedures to promote collaboration, such asappointing a lead independent External Director.
(Supplementary Principle 4.10.1)
Currently, the Company's Board of Directors, which includes three independent External Directors, makes decisions on the nomination ofcandidates for Directors and the selection of senior management, taking into consideration the diversity of candidates’ achievements, experience,
abilities, skills, gender, and other factors in a comprehensive manner. In addition, the Board of Directors appropriately determines remuneration(basic remuneration) such that the amount is suitable and appropriate in light of Directors’ roles and responsibilities, taking into consideration thebusiness performance of the Company, within the framework of the total amount of remuneration resolved at the General Meeting of Shareholders.
Pursuant to a resolution by the Board of Directors, decisions concerning the specific content of the individual remuneration of Directors aredelegated to the President and Representative Director, who make decisions concerning the establishment of payment standards in accordancewith positions, responsibilities, etc., after consulting with and receiving reports from independent External Directors. In this way, the Company
receives appropriate participation and advice from independent External Directors for decisions related to the nomination and remuneration of senior
management and Directors and therefore does not have a voluntary advisory committee, etc., related to the nomination and remuneration of senior
management and Directors, etc.

[Disclosure Based on the Principles of the Corporate Governance Code]Updated(Supplementary Principle 1.2.4)
Although the ratio of overseas investors is relatively low at approximately 6%, the Company introduced the Electronic Voting System Platform in
the 113th Ordinary General Meeting of Shareholders (held in June 2022) on the assumption that the proportion of overseas investors in the
Company will increase in the future as we promote the expansion of our global business. In addition, the Company is working to ensure our
Convocation Notices on the website are also available in English starting with the same Ordinary General Meeting of Shareholders.
(Principle 1.3 Basic Strategy for Capital Policy)
The Company positions the return of profits to shareholders as an important management issue. Its basic policy is to implement a stable dividend
policy while considering the strengthening of its financial position and the enhancement of internal reserves necessary for active businessdevelopment. The Company will endeavor to maintain stable dividends in terms of shareholder returns, with a target payout ratio of 40% per annum.
The payout ratio for the current fiscal year and the next fiscal year will fall below 40%. However, the reasoning behind this is to secure investment
surplus for further enhancing the corporate value in the future and from the standpoint of implementing a policy to provide stable dividends. From amedium- to long-term perspective, we will continue striving to achieve sustainable growth, increase corporate value, and increase shareholder value
by investing management resources in business areas expected to grow.
(Principle 1.4 So-called Cross-Shareholdings)
1. Policy on Cross-Shareholding
The Company's policy is to hold shares that contribute to enhancing corporate value over the medium- to long-term, after comprehensively
considering their importance in relation to its business strategy, relationships with business partners, and other factors. Each year, the Board of
Directors examines the significance of acquiring and holding each individual stock and their profitability based on the cost of capital, etc., thus
regularly verifying the appropriateness of holding these stocks. Furthermore, the Company has established a policy of selling any stocks that it isunable to recognize the rationality of holding as a result of verifying the significance and purpose of holding them and will take steps to reduce thenumber of such shares that it holds.
2. Exercise of Voting Rights
The Company appropriately exercises voting rights based on a comprehensive assessment of whether to vote for or against each proposal, taking
into consideration factors such as the establishment of appropriate corporate governance systems, the enhancement of the corporate value of theinvestee over the medium- to long-term, and the impact on the Company. If necessary, we will discuss the content of proposals, etc., with issuers.
(Principle 1.7 Related Party Transactions)
The appropriateness of transactions between the Company and Directors is judged by the Board of Directors, as a matter to be approved by the
Board of Directors in accordance with the Rules of the Board of Directors.
In addition, although there are no major shareholders at present, the Company's policy is to obtain the necessary approval for transactions withmajor shareholders in accordance with internal regulations and for the Board of Directors to receive reports and make decisions on significant
transactions. In addition, the Company conducts annual surveys on related party transactions of officers of the Company and the Group, monitorsthese persons, and discloses the results thereof in annual securities reports, etc.
(Supplementary Principle 2.4.1)
1. Views and targets for securing diversity, and the status thereof
The Group believes in order to provide better services to its customers as “a Lifestyle Producer” in an increasingly diverse society, it is essential to
be a company where a diverse range of employees can fully demonstrate their abilities and work in a lively and energetic manner. Accordingly, weare promoting inclusion and diversity within the Group.
As part of these efforts, the Group has been working to promote the active participation of women to achieve the numerical targets announced on
November 12, 2014. On September 17, 2021, the Company revised the targets as follows.
(1) Proportion of women in the workforce (*1)(*2)
Target for March 2027: 33%
As of March 2024, women made up 28.3% of the Group's workforce. Women made up 25.0% of the Group’s workforce in September 2014,
meaning that a steady increase in the proportion of women in the workforce has been achieved over the past nine years. Going forward, theCompany will increase the ratio to 33% by March 2027.
(2) Proportion of women in managerial positions (*1)(*3)
Target for March 2027: 11%
As of March 2024, women made up 9.0% of managers of the Group as a whole. Women made up 4.2% of managers of the Group in September
2014, meaning that a steady increase in the proportion of women in managerial positions has been achieved over the past nine years. Goingforward, the Company will increase the proportion to 11% by March 2027.
(Note 1) All proportions are calculated after excluding temporary employees, part-time employees, and officers(Note 2) This figure excludes Logitri Tohoku Co., Ltd., Logitri Chubu Co., Ltd., and Logitri Kansai Co., Ltd., where there are restrictions on female
labor because they are LPG delivery companies that handle heavy goods. The number of target employees was 1,612 as of the end of March 2024
(Note 3) Calculated as (number of women in managerial positions ÷ total managerial positions across all consolidated companies (excluding Logitri
Tohoku Co., Ltd., Logitri Chubu Co., Ltd., and Logitri Kansai Co., Ltd.)) × 100
In addition, as part of measures to appoint a diverse range of human resources to the optimal positions for them, regardless of gender, nationality,or personal background, the Company hires and appoints foreign nationals and mid-career employees.
In terms of current appointments of foreign nationals as core personnel at Japanese companies, one Director of the Company and one head of a
subsidiary of the Company are foreign nationals. Still, there are no foreign nationals in managerial positions. In the future, as we promote hiring theright people for the right job, we will also actively promote hiring foreign nationals to managerial positions. Furthermore, the percentage of midcareer hires in managerial positions is approximately 68%, which we believe is sufficient to ensure human resource diversity. Accordingly, we havenot set a target for the percentage of mid-career hires in managerial positions.
2. Policies for developing human resources and creating internal environments to ensure diversity, as well as the implementation status thereof
The Group hold career training for female employees to promote women’s participation and advancement as part of the inclusion & diversity.
Moreover, we conducted maternity leave and parental leave training for managers to ensure they have an accurate understanding of parental leaveso as to make it easier for all employees, regardless of gender, to take parental leave. We will continue to implement this training in future.
In addition, at the Mitsuuroko Group, we believe in the importance of integrating work and life (work-life integration) in order to create a synergistic
relationship between work and family life and to enhance both public and private life. To achieve this goal, we have established various systems toallow employees to choose diverse ways of working. For details of specific initiatives, please refer to page 57 of the above “Sustainability Report
2022.”
https://www.mitsuuroko.com/en/sustainability/pdf/08_S_(Social).pdf(Principle 2.6 Roles of Corporate Pension Funds as Asset Owners)
The Company does not have a corporate pension fund plan. We have introduced a corporate defined contribution pension plan to assist thestable formation of assets by our employees. We also provide regular education and training for eligible employees.
(Principle 3.1 Full Disclosure)
1. Management philosophy, etc., management strategy, and management plan
[Management Philosophy]
Based on our management philosophy of "As a Lifestyle Producer, we consistently conduct our business with integrity and from the customer’s
perspective," the Group is working to enhance consumer services, particularly concerning energy. We will continue to contribute to the conservationof the global environment by constantly expanding our range of new services from a consumer-oriented perspective through such means as utilizing
natural energy and promoting the installation of energy-saving residential equipment.
In energy products, in particular, we will continue to strengthen our efforts to maintain safety to ensure that we can provide products with “safety andsecurity” as our top priority while also focusing on compliance in our business activities. In this way, we will fulfill our corporate social responsibility.
[Medium- to Long-term Management Strategy]In the Energy Solutions Business, which is the Group’s core business, especially LPG, which continues to be highly profitable, has gained
attention as a form of disaster-resistant distributed energy. However, the market has reached maturity, and because the population is expected to
decline, a dramatic increase in the size of the market is unlikely. Demand for petroleum products such as heating oil and gasoline is on the decline.
To maintain competitiveness under these circumstances and secure stable profits, it will be important not only to reduce business costs throughthorough streamlining but also to cultivate the markets for businesses that have the potential to be core businesses in the next generation and toprepare a growth strategy through expansion of profitability. We will focus primarily on the points below while maintaining the competitiveness of ourcore energy-related businesses to become “a Lifestyle Producer” as set forth in our management philosophy.
(1) Expansion of profitability in Power & Electricity Business leveraging strengths of our power sources
To fully leverage the competitive advantages of our power sources, we will strive to maximize the profitability of our Power & Electricity Business,
especially electricity sales and electricity supply, and focus on popularizing residential-use fuel cells and electric storage equipment.
(2) Expansion of customer base leveraging strengths of our Lifestyle Services
As a Group possessing strengths in Lifestyle Services, the basis of our sales activities in both our existing businesses and our next-generation
businesses is our customers, so increasing the number of customers is foundational to our management. As such, we will continue working toincrease the number of our customers as many as possible.
(3) Aggressive store development in Foods Business along with further enhancement of quality control and hospitality
We will work to further stabilize our business foundation through aggressive store development in our foods business and expansion of sales
channels in our bottled water business. Going forward, we will provide our customers with satisfying products and further enhance our quality control
and hospitality.
(4) Contributing to the creation of a sustainable society
Taking a long-term vision of the Group’s businesses from an ESG perspective, we have identified the following six materiality items and set KPIs
for each of them, based on our consideration of issues that management ought to prioritize from among all social issues.
1) Contribution to the environment: Rate of reduction in CO2 by the Company and the Company’s customers2) Contribution to local communities: Implement community/social contribution activities, such as expansion of fund-raising activities and clean-up
activities
3) Thorough compliance: Number of training sessions on IT compliance, harassment, and human rights
4) Enhancement of safety and disaster response measures: Number of safety confirmation drills based on disaster scenarios
5) Health-focused management: Rate of periodic health checkups, rate of follow-up examinations, rate of employees who maintain appropriate
weight, rate of stress checks, smoking rate, rate of employees who take habitual exercise
6) Promotion of diversity: Rate of parental leave taken, ratio of female employees, ratio of female managers, number of diversity training
conducted, number of career seminars conducted, number of maternity leave training conducted.
By setting quantitative targets and target fiscal years for each KPI and aiming to achieve them, we will continue to create new value with diverse
stakeholders and contribute to the creation of a sustainable society.
(5) Further evolution of global business, primarily in Asia
We will conduct investment and support for global businesses through TRIFORCE INVESTMENTS PTE. LTD., which is a consolidated subsidiaryof the Company, and work to provide sustainable value to people around the world, particularly in Asia.
2. Basic views and policies on corporate governance
Based on the Mitsuuroko Group Corporate Ethics Charter, the Company aims to contribute to the conservation of the global environment and thecreation of a fulfilling society that is easy to live in while also ensuring that our corporate activities are fair and sound and maintaining good relations
with our various stakeholders. Additionally, we are constantly promoting the reform of our corporate governance methods as we look to ensure swift
management decision-making, strengthen functions for supervising management, and ensure transparency in our corporate behavior, while also
working to reform our management structure and enhance internal control systems, as part of our endeavor to enhance value for all stakeholders of
the Mitsuuroko Group.
3. Policies and procedures for when the Board of Directors determines the remuneration of senior management and Directors
As stated in "Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods" in part II 1 of this Report.
4. Policies and procedures for when the Board of Directors elects and dismisses senior management and nominates candidates for Directors andAudit & Supervisory Board Members
With regard to the election of Directors, to contribute to the sustainable development of the Company over the medium- to long-term, the Company
elects persons for senior management positions who possess appropriate abilities for senior management, such as swift, decisive, and accurate
management decision-making and appropriate risk management.
For Internal Directors, the Company nominates candidates who have abundant knowledge, experience, and achievements in their areas of
responsibility and possess abilities suitable for Directors, including their character. Additionally, for External Directors, the Company nominatescandidates who have expert knowledge, diverse experience, and a broad perspective and who also possess abilities suitable for External Directors.
In addition, for Directors who are Audit and Supervisory Committee Members, the Company nominates candidates with appropriate knowledge offinance and accounting, knowledge of the Company’s business fields, and diverse perspectives on corporate management.
Furthermore, Directors will be dismissed if they engage in conduct that is inappropriate for Directors of the Company, such as to conduct that
violates public order or morals, if they have difficulty continuing their duties for health reasons, if they do not possess the qualities stipulated in theelection criteria, and if any other equivalent reasons apply.
The election and dismissal of Directors and the nomination of Director candidates are determined by the resolution of the Board of Directors after
consideration by the Representative Director and the Director responsible for human resources, based on the above policy. The consent of the Audit
and Supervisory Committee is required for the nomination of candidates for Directors who are Audit and Supervisory Committee Members, inaccordance with the provisions of laws and regulations.
5. Explanation of individual elections and nominations when the Board of Directors elects and dismisses senior management and nominates
Directors and Audit & Supervisory Board Member candidates based on item 4 above
When electing Directors, the Company discloses the career summary, concurrent positions, number of shares held, and reasons for the election ofeach Director (including Directors who are Audit and Supervisory Committee Members) in the Reference Documents for the General Meeting of
Shareholders in the "Notice of Convocation of the Ordinary General Meeting of Shareholders." The reasons for the election of External Directors(including Directors who are Audit and Supervisory Committee Members) are also disclosed in part II 1 of this Report and annual securities reports.
In addition, the reasons for the election of Internal Directors are as follows.
・ Director Kohei Tajima has a track record of leading the management of the Group with his strong leadership as President and Representative
Director since 2007 and has achieved many results including the creation of new businesses in response to the changing society. In addition, hepossesses the abundant experience and executive ability in relation to the Group's businesses and corporate management as well as a global
perspective and broad insight. Amid drastic changes in the external environment and the industry as a whole, he is suitably qualified to respond tochanges in society and the needs of our customers to achieve business strategies that consistently look to the future, Group strategies aimed atenhancing corporate value, and to strengthen corporate governance further.

・ Director Kazuhiro Kojima served as Assistant General Manager of the Accounting Department of Mizuho Corporate Bank, Ltd. (currently Mizuho
Bank, Ltd.) in 2005 and Deputy General Manager of Sales Department No. 1 of Mizuho Corporate Bank, Ltd. in 2008, and thus has experience inboth overseas business and accounting. At the Company, he served as Group Executive Officer, General Manager attached to the President's
Office, and General Manager of the Finance & Accounting Department in 2012. In 2014, he was appointed as Director of the Company, and served
as General Manager of the President's Office, General Manager of the Group Management Office, General Manager of the Corporate
Administration Office, and General Manager of the Finance & Accounting Department. In 2020, he was appointed as CFO and CAO. His trackrecord has been outstanding, and he can be expected to make a significant contribution to the enhancement of the corporate value of the Group
based on his advanced abilities, global perspective, and broad insight.
・ Director Takashi Matsumoto was appointed as the Manager of the LPG West Japan Branch, and then, the Manager of the LPG East Japan
Branch of ExxonMobil Yugen Kaisha. He was then appointed as the Senior Manager of the Japan Branch of ExxonMobil LNG Market Development
Inc. in 2007, and in 2016, he was appointed as the Supply Planning Advisor of the LNG division at ExxonMobil Asia Pacific Pte. Ltd. based in
Singapore. In 2022, he was appointed as Chief Representative of the Japan Branch of ExxonMobil LNG Market Development Incand as such, he
has extensive experience and achievements in the sector of energy solutions business. Joining the Company as Director in 2023, he is expected tomake great contributions in further developing the Group as a Director, with his advanced capabilities, global point of view and wide-ranging
insights.
・ Director Manabu Sakanishi served as Executive Officer and General Manager of the Lubricating Oil Sales Management Department in theLubricating Oil Division of EMG Marketing G.K. (currently ENEOS Corporation) in 2013 and Vice President and General Manager of the Lubricating
Oil Sales Management Division of EMG Lubricants G.K. in 2017. He joined the Company in 2019 as Director and was appointed as President andRepresentative Director of Mitsuuroko Vessel Co., Ltd., and as President and Representative Director of Mitsuuroko Green Energy Co., Ltd. His
career and track record have been outstanding, and he can be expected to make a significant contribution to further the business development andexpansion of the Group based on his advanced abilities, global perspective, and broad insight.
・ Director Jun Kawakami served as Head of the Company’s West Tokyo Company and General Manager assigned to the Logistics Planning
Department, before being appointed as Group Executive Officer in 2012 and Director of the Company in 2014, as well as Director, Sales Division
Supervisor, and General Manager of the Sales Management Department of MITSUUROKO Co., Ltd. In these and other ways, he possesses
advanced abilities and broad insight. Due to an organizational restructuring in 2017, in response to changes in the business environment
surrounding the Group, he established a system to deploy sales strategies that take advantage of the characteristics of each region, which further
strengthened our competitiveness and created more effective management strategies. His career and track record have been outstanding, and hecan be expected to make a significant contribution to further the business development and expansion of the Group based on his advanced abilities
and broad insight.
・ Director Motoyasu Omori assumed office as President and Representative Director of Mitsuuroko Beverage Co., Ltd. (currently Mitsuuroko
Provisions Co., Ltd.), a major consolidated subsidiary of the Group, in 2011 and was appointed General Manager of the President’s Office of theCompany in 2012 and Group Executive Officer in 2014. In these and other ways, he possesses advanced abilities and broad insight. He promoted
the establishment of a company to supervise the expanding “foods” business in 2017, and the reorganization and further expansion of the businessin 2021. He was appointed as President and Representative Director of Mitsuuroko Foods Co., Ltd. in 2024 and is expected to make a significant
contribution to the further business development and expansion of the Group for pursuing synergies between each brand and creating new value inthe “food” field.
・ Director Goh Wee Meng assumed office as North Asia and the Pacific Group Manager of International Enterprise Singapore in 2009, thenCenter Director (Tokyo) of the Singapore Embassy Commercial Office in 2011, and served as Council Director of the ASEAN-Japan Centre during
this time. At the Company, he serves as Director and Chief Technology Officer since 2017, and Chief Information Officer and Group Global Chief
Inclusion & Diversity Officer. Since 2020, he has promoted the establishment of the base companies for overseas business and the expansion of
local operations, and he can be expected to make a significant contribution to business development and overseas expansion of the Group, basedon his advanced abilities and global perspective.
(Supplementary Principle 3.1.2)
Starting with the financial results for the six months ended September 30, 2021, the Company releases English translations of its Consolidated
Financial Results, Convocation Notices, Corporate Governance Reports, Business Reports (Integrated Reports) and Sustainability Reports. In
future, we will continue to disclose and provide information in English on financial results and other information deemed necessary from disclosure
documents.
(Supplementary Principle 3.1.3)
The Group sets “Contribution to the creation of a sustainable society” as one key business strategy and identifies six key issues (materialities) thatthe management shall address in long term from ESG perspective, among all the social issues. To each of the materialities the Group setsquantitative goals and target years and intends to contribute to the creation of a sustainable society by achieving these goals together with various
stakeholders.
[Materiality of the Mitsuuroko Group](1) Contribution to the environment(2) Contribution to local communities(3) Thorough compliance(4) Enhancement of safety and disaster response measures(5) Health-focused management(6) Promotion of diversity(Sustainability Report 2022, pages 15 - 16)https://www.mitsuuroko.com/en/sustainability/pdf/05_Materiality.pdf
Specific initiatives are disclosed in "E (Environment)" (pages 19 - 40, https://www.mitsuuroko.com/en/sustainability/pdf/07_E_(Environment).pdf),"S (Social)" (pages 41 - 64, https://www.mitsuuroko.com/en/sustainability/pdf/08_S_(Social).pdf) and "G (Governance)" (pages 65 - 82
https://www.mitsuuroko.com/en/sustainability/pdf/09_G_(Governance).pdf) of the “Sustainability Report 2022.”
In addition, the Company collects and analyzes data on the impact of climate change-related risks and opportunities on its business activities andearnings, and makes disclosures based on the TCFD framework. For details, please refer to pages 24 through 28 of the above “Sustainability
Report 2022.” https://www.mitsuuroko.com/en/sustainability/pdf/07_E_(Environment).pdf
Based on the belief that human resources are the "source of our growth" and our "greatest asset," the Group positions the creation of a "morecomfortable working environment" and a "more active working environment" for sustainable growth as an important role of management. In addition,
the Company provides various types of training and support for MBAs acquisition with all costs borne by the company, support for attending law
school, and support for attending correspondence universities, etc. to improve employee capabilities. For details of specific initiatives, please refer to"Developing Human Resources" on page 58 of the above “Sustainability Report 2022.”
https://www.mitsuuroko.com/en/sustainability/pdf/08_S_(Social).pdf

With regard to investments in intellectual property, etc., the Group is working to achieve a low-carbon society through measures including support
for the development and dissemination of high-performance, safe, large-scale lithium batteries and the development and provision of the SmartOWL
service, which aims to reduce environmental impact by improving the efficiency of LPG delivery. SmartOWL is a service that is equipped with four
patented technologies to provide the most efficient container replacement date. The Group proposes this to contribute to CO₂ reduction by reducing
truck operating time and mileage, and as a means of complementing labor shortages and promoting ESG. For details of specific initiatives, pleaserefer to page 32 (https://www.mitsuuroko.com/en/sustainability/pdf/07_E_(Environment).pdf) of “Sustainability Report 2022.”(Supplementary Principle 3.2.1)
The Audit and Supervisory Committee has established criteria for the selection of candidates for external financial auditors and criteria forassessing incumbent external financial auditors, receives reports on the audit systems, activities, etc., of accounting departments and the externalfinancial auditors, and evaluates audit quality and the appropriateness of the level of remuneration of the external financial auditors, as well as
confirming their independence and expertise. Furthermore, the Company is not aware of any issues concerning the independence and expertise of
KPMG AZSA LLC, the current external financial auditor of the Company.
(Supplementary Principle 4.1.1)
The Rules of the Board of Directors set forth that matters stipulated by laws and regulations, matters stipulated in the Articles of Incorporation,and matters related to important business operations shall be determined by the resolution of the Board of Directors. Issues related to importantbusiness operations include the concurrent appointment of Directors as officers of other companies, the conclusion of important contracts, mattersrelated to lawsuits, the establishment of subsidiaries, etc., and other issues related to affiliated companies, etc. In addition, the Rules of the Board of
Directors also set forth the fact that matters to be resolved by the resolution of the Board of Directors may be transferred or delegated to otherbodies, except in cases where it is stipulated by laws and regulations that such matters cannot be resolved except by resolution of the Board of
Directors.
Internal regulations (the Approval Regulations) stipulate that the following matters shall be resolved by the Board of Directors: an expense
exceeding ¥30 million incurred for plant rebuilding, purchase of fixtures, equipment, or vehicles, purchase or disposal of significant and large
quantity operating assets, compensation, indemnification, debt guarantee or pledging collateral. Write-off of bad debts or loan forgivenessexceeding ¥10 million is also a Board resolution, whereas expense on or less than these thresholds is authorized by the Representative Director orother decision bodies. The Company also sets thresholds for the operating activities conducted by its subsidiaries: e.g. an acquisition of LPG
territory exceeding ¥100 million requires Board resolution whereas acquisition on or less than the threshold is to be authorized by the management
meeting of respective subsidiary.
(Supplementary Principle 4.2.1)
The Company has introduced a performance-linked stock remuneration plan for Directors (excluding External Directors) other than Directors who
are Audit and Supervisory Committee Members, following the adoption of a resolution to introduce the system at the 107th Ordinary General
Meeting of Shareholders held on June 28, 2016, with the objective of raising awareness of increasing medium- to long-term business performanceand enhancing corporate value by clarifying the link between the remuneration of Directors (excluding External Directors) and the Company's
business performance and share value and ensuring that Directors share not only the benefits of rising share prices but also the risks of fallingshare prices with shareholders.
Performance-linked remuneration, etc., are not appropriate for External Directors who are independent of the execution of business operations
and Directors who are Audit and Supervisory Committee Members in an independent position with the authority to supervise the execution of duties
by Directors without being affected by business performance. Accordingly, these Directors are only paid basic remuneration, which is fixed
remuneration.
Procedures for determining remuneration are stated in "Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods" inpart II 1 of this Report.
(Principle 4.8 Effective Use of Independent External Directors)
Of the 12 Directors currently in office, the Company has elected three independent External Directors. Each of them provides recommendations
based on their abundant experience, knowledge, and expertise from an objective and neutral standpoint while also fulfilling their supervisory
functions, for example, participating in decisions related to the remuneration of Directors. Each independent External Director sufficiently contributes
to the Company’s sustainable growth and the enhancement of corporate value medium- to long term. Going forward, the Company will consider thenecessity of electing new independent External Directors to contribute to the further growth of the Company and the enhancement of corporate
value.
(Principle 4.9 Independence Standards and Qualification for Independent External Directors)
The Company classifies independent External Directors as those who do not fall under any of the following categories.
1. Current person who executes business or persons who were a person who executes business within the past 10 years of the Company or asubsidiary of the Company
2. Persons for whom the Company or a subsidiary of the Company are a major client (*1) (or persons who execute the business thereof in cases
when the relevant person/entity is a corporation, etc.)
3. Major clients of the Company or subsidiaries (*2) (or persons who execute the business thereof in cases when the major client is a corporation,etc.)
4. Persons who have received donations totaling ¥10 million or 2% of their net sales or total income, whichever is higher, from the Company or its
subsidiaries in the immediately preceding fiscal year
5. Consultants, certified public accountants and other accounting experts, and attorneys and other legal professionals who have obtained property
other than officer remuneration from the Company or its subsidiaries that exceeds ¥10 million or 2% of that person’s net sales or total income,whichever is higher, in the most recent fiscal year (if the person who obtains said property is a corporation, partnership, or other organization,
persons who belong to said organization).
6. Major shareholders who directly or indirectly hold 10% or more of the Company's total voting rights (or persons who execute the businessthereof in cases when the shareholder is a corporation, etc.)
7. Persons who have fallen under the above categories 2 through 6 within the past three years.
8. Close relatives of persons falling under the categories 1 through 7 above (spouses or within the second degree of kinship)*1 A person for whom the Company or a subsidiary of the Company is a major client refers to either of the following.
(1) A client that provides products or services to the Company or its subsidiaries, and for which the amount of transactions with the Company andits subsidiaries in the most recent fiscal year exceeds ¥100 million or 2% of the consolidated net sales of that client, whichever is higher.
(2) A client to which liabilities are owed by the Company or its subsidiaries, and for which the total amount of liabilities owed by the Company andits subsidiaries as of the end of the most recent fiscal year exceeds ¥100 million or 2% of the consolidated total assets of that client, whichever ishigher.

*2 A major client of the Company or a subsidiary of the Company refers to any of the following.
(1) A client to which the Company or its subsidiaries provide products or services, and for which the amount of transactions with the client in themost recent fiscal year exceeds ¥100 million or 2% of the consolidated net sales of the Company or its subsidiaries, whichever is higher.
(2) A client that owes liabilities to the Company or its subsidiaries, and for which the total amount of liabilities owed to the Company and its
subsidiaries as of the end of the most recent fiscal year is 2% or more of the consolidated total assets of the Company or its subsidiaries.
(3) A financial institution group that has lent money to the Company or its subsidiaries (meaning a group who belongs to a consolidated group towhich the direct lender belongs), and for which the total amount of loans from said financial institution group to the Group as of the end of the mostrecent fiscal year exceeds 2% of the consolidated total assets of the Group.
(Supplementary Principle 4.11.1)
To ensure the sustainable development of the Company over the medium to long term as “a Lifestyle Producer,” the Company elects a goodbalance of Internal Directors who have abundant knowledge, experience, and achievements in their areas of responsibility, and who also possess
abilities suitable for Directors, including their character. Additionally, for External Directors, the Company elects persons who have expert
knowledge, diverse experience, and a broad perspective and who also possess abilities suitable for External Directors. In this regard, Director
Matsui, whose designation as an independent director has been reported, has abundant experience as a manager, as stated in the reason for her
election. In addition, the Company discloses a skill matrix for each Director (excluding Directors who are Audit and Supervisory Committee
Members) in the Notice of Convocation of the Ordinary General Meeting of Shareholders.
To ensure thorough deliberations and prompt decision-making, the Company believes an appropriate number of members of the Board of
Directors is 12 or fewer, and we have set forth rules to that effect. The Board of Directors currently has 12 members, of which five are External
Directors.
(Supplementary Principle 4.11.2)
The Company discloses the status of significant concurrent positions held by candidates for Directors and Directors every year in the Reference
Documents for the General Meeting of Shareholders in the “Notice of the Ordinary General Meeting of Shareholders” as well as annual securities
reports.
(Supplementary Principle 4.11.3)
Starting with meetings of the Board of Directors held in fiscal 2015, the Company has conducted self-evaluations of the effectiveness of the Boardof Directors in the form of questionnaires given to Directors. The questionnaire includes a five-point scale for items related to "composition andoperation of the Board of Directors", " management and business strategies", "corporate ethics and risk management", and "dialogue withshareholders", as well as the comments for Directors to state their awareness of issues and their opinions.
The Company endeavors to ensure objectivity by seeking advice from attorneys and other experts as appropriate in relation to the preparation ofthis questionnaire and the analysis of evaluation results.
In the questionnaire, views were freely expressed from the standpoint of each Director. Finance & Control of the Company analyzed the results of
the questionnaires and concluded that the Company’s Board of Directors was generally effective in fiscal 2023. Specifically, the Board of Directors
received a high evaluation for the following points. The Board of Directors operates effectively in an atmosphere that encourages candid and openminded discussion. The environment is in place to allow external directors to express constructive opinions, and they provide their opinions asnecessary. The composition of the Board of Directors ensures the knowledge, ability, experience, and diversity necessary to fulfill its roles andresponsibilities. Agenda items are submitted with sufficient detail included for deliberation in consideration of the importance of the items to bedeliberated. These points are highly evaluated: Cross-shareholdings of listed company shares are appropriately verified based on cost of capital andother standards; the management is strategically and organizationally assessing group-wide business portfolio and investments to facilities andhuman capital from mid-long term cost of capital and risk to return standards.
At the same time, the following issues were recognized: More consideration should be given to the content and volume of materials used atmeetings of the Board of Directors and the timing of distribution of materials and explanations provided in advance of meetings; A framework should
be developed for promoting constructive dialogue with shareholders more appropriately.
The Company will work to make improvements on these points.
(Supplementary Principle 4.14-2)
The Company conducts regular training for Directors to deepen the knowledge and insight necessary to address matters related to management,
matters related to corporate governance, and revised laws and regulations, etc., as Directors. To date, we have provided training with complianceawareness videos based on specific case studies and video training related to sexual and power harassment. In addition, the Company has created
opportunities to provide explanations to newly appointed Directors concerning matters related to corporate laws and regulations, including corporate
governance and their attitudes as Directors and other matters, at the time of appointment. In particular, the Company strives to provide informationon the Group's business and management strategies, etc., to newly appointed external officers.
We also recommend that officers actively participate in training provided by external organizations and make efforts to improve their skills,
meaning that each officer receives training as necessary.
(Principle 5.1 Policy for Constructive Dialogue with Shareholders)
The Company established Finance & Control and created a team overseeing IR within this organization. The Director, who is Head of Finance &Control, is also the Director responsible for IR and the manager in charge of IR. The Company actively discloses information to shareholders
through such measures as the issuance of Business Reports (Integrated Reports), Shareholder Newsletters and Sustainability Reports (Business
Reports and Sustainability Reports are also released in English) that include not only financial information but also business strategies, non-financial
information, and other information, with the aim of ensuring that many stakeholders know about the Group’s unique value creation. In addition,
employees responsible for IR will engage in dialogue with shareholders, including accommodating requests for individual meetings as much as
possible. Opinions and concerns identified through such dialogue with shareholders are reported to senior management and the Board of Directors
through the Director responsible for IR. Furthermore, when engaging in dialogue with shareholders, the Company endeavors to prevent insider
information from being leaked.

(Establishing and Disclosing Business Strategies and Business Plans)
In order to further promote business management with awareness on cost of capital and segment-wise profitability in mind, the Company utilizes
ROIC (Return on Invested Capital) as a management KPI, and further makes engagements in non-financial measures e.g. ESG promotion, brandbuilding, and investment in human capital, and strives for a PBR of 1 and more.
The Board receives ROIC reports every quarter, monitors its progress and when necessary discusses management resource allocation such as
restructuring, investment in new business, new facility, and human capital. Click on the following links for our activities to improving the corporate
value.
Sustainability Report 2022. https://www.mitsuuroko.com/en/sustainability/pdf/08_S_(Social).pdf）

2． Capital Structure
Foreign Shareholding Ratio[Status of Major Shareholders]

Less than 10%

UpdatedNumber of Shares
Owned
4,990,000

Percentage
(%)
8.41

ENEOS Holdings, Inc.

4,564,040

7.29

Tajima Inc.

4,327,000

6.43

Sompo Japan Insurance Inc.

3,681,173

6.21

The Master Trust Bank of Japan, Ltd. (Trust Account)

3,140,600

5.60

Mizuho Trust & Banking Co., Ltd., Retirement Benefit Trust Account for Mizuho Bank, Ltd.

3,003,900

4.99

Rinnai Corporation

2,694,064

4.54

HASHIMOTO SANGYO Co., Ltd.

1,926,500

3.25

National Mitsuuroko Association Stock Ownership Association

1,765,584

2.88

Paloma Co., Ltd.

1,685,124

2.84

Name or Company Name
Meiji Yasuda Life Insurance Company

Name of Controlling Shareholder, if
applicable (excluding Parent Company)―――

Name of Parent Company, if applicable

None

Supplementary
Explanation

Updated(Note) The Company holds 1,189 treasury shares (excluding 520,300 shares of the Company held by Custody Bank of Japan, Ltd. (Trust AccountE) related to the Board Benefit Trust (BBT)).

3． Corporate Attributes
Listed Stock Exchange and Market Segment

Tokyo Stock Exchange, Standard Market

Fiscal Year-End

MarchBusiness Sector

Wholesale Trade

Number of Employees (Consolidated) as of
the End of the Previous Fiscal Year

1,000 or more

Net Sales (Consolidated) in the Previous
Fiscal Year¥100 billion yen or more and less than ¥1 trillion

Number of Consolidated Subsidiaries as of
the End of the Previous Fiscal Year

10 or more and fewer than 50

4． Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling Shareholder―――

5． Other Special Circumstances Which May have Material Impact on Corporate GovernanceOn October 1, 2011, the Company transitioned to a management structure based on a pure holding company structure. This clarified the authority
and responsibilities of each operating company and provided the flexibility to respond quickly to changes in the business environment, andstrengthened the Group’s business foundations through the pursuit of expertise in each business. As such, the Company will endeavor to enhance
the corporate value of the Group as a whole while also consolidating operations shared within the Group, etc.

II Business Management Organization and Other Corporate Governance Systems regarding Decision-making,Execution of Business, and Oversight in Management
1． Organizational Composition and Operation

Corporate Governance System

Company with audit and supervisory committee[Directors]
Number of Directors Stipulated in Articles ofIncorporation

12

Directors’ Term of Office Stipulated in Articles
of Incorporation

1 yearChairperson of the Board

President

Number of Directors

12Election of External Directors

ElectedNumber of External Directors

5

Number of Independent Directors

3

Relationship with the Company (1)NameAttributes
From anothercompany
Other
Certified Public Tax
Accountant
From anothercompany
From anothercompany

Kaori Matsui
Yoshiyuki Kawano
Hideo Sugahara
Kei Tajima
Norio Shiohara
*
*
*
a
b
c
d
e
f
g
h
i
j
k

Relationship with the Company (*)
a

b

c

d

e

f

g

h

i

j

k







Categories for “Relationship with the Company”“○” is used when the Director presently falls or has recently fallen under the category; “△” when the Director fell under the category
in the past;“●” when a close relative of the Director presently falls or has recently fallen under the category; and “▲” when a close relative of the
Director fell under the category in the past.
Person who executes business of the Company or a subsidiary
Person who executes business or a non-executive Director of a parent company
Person who executes business of a fellow subsidiary
Person/entity for which the Company is a major client or a person who executes business for such person/entity
Major client of the Company or a person who executes business for such client
Consultant, accounting expert, or legal expert who receives large amounts of cash or other assets other than officer remuneration from theCompany
Major shareholder of the Company (in cases where the shareholder is a corporation, a person who executes business of the corporation)
Person who executes business for a client of the Company (excluding persons categorized as any of d, e, or f above) (applies to self only)
Person who executes business for another company holding cross-directorships/cross-auditorships with the Company (applies to self only)
Person who executes business for an entity receiving contributions from the Company (applies to self only)
Other
Relationship with
the Company (2)

Name

Memb
ershipof
Audit
andSuperv
isory
Commi
ttee

Desi
gnat
ion
as
Inde
pen
dent
Dire
ctor

Supplementary Explanation of the
Applicable Relationship

Reasons for Election

Kaori Matsui―――Yoshiyuki Kawano

The Company and MITSUUROKO Co.,
Ltd. have entered into an agreement
related to industrial physicians with
BLUFF45 LLC, of which Yoshiyuki
Kawano is a Representative Partner.
However, the amount of compensation
for the commission is minimal, at lessthan 0.01% of the Group's consolidated
selling, general and administrative
expenses, and has no impact on the
judgment of shareholders andinvestors.

Hideo Sugahara





―――

The Company has elected Kaori Matsui as
External Director based on the judgmentthat she has provided valuable
recommendations on overall management,
as well as matters such as M&A andorganizational restructuring that willcontribute to the enhancement of corporate
value over the medium to long term, andthat she will be able to demonstrate her
ability to ensure the legality of the Board of
Directors’ decision-making from an objective
and neutral standpoint, based on the factthat she has served in a number ofcorporate management positions and will beable to provide advice on the Group's
management and supervises the executionof business from a practical and diversified
perspective as a corporate manager, as wellas the fact that she possesses abundant
experience, knowledge, etc., particularly in
relation to M&A. In addition, the Company
has designated her as an independent
director because she is independent anddoes not fall under any of the categories
stipulated by the Tokyo Stock Exchange that
may cause a conflict of interest with generalshareholders.
Yoshiyuki Kawano has worked as aphysician for many years and actively
participates in many medical societies basedon his advanced professional expertise, as
well as serving as an industrial physician at
the Company. Accordingly, the Company
has elected him as External Director basedon the judgment that he has provided highly
effective advice and recommendations
across a wide range of fields, including bothgeneral management and healthmanagement, based on his abundant
experience, achievements, insight together
with his achievements in audit andsupervision with the Company as External
Director at Audit and Supervisory
Committee. He’s expected to participate inand supervise decisions on matters such as
the selection of candidates for officers of theCompany and officer remuneration from an
objective and neutral standpoint. In addition,
the Company has designated him as anindependent director because he isindependent and does not fall under any of
the categories stipulated by the Tokyo Stock
Exchange that may cause a conflict ofinterest with general shareholders.
Hideo Sugahara possesses considerable
knowledge of finance and accounting as acertified public tax accountant. Accordingly,
the Company has elected him as External
Director based on the judgment that he canfurther strengthen the management
structure by utilizing his abundant
experience, knowledge, and expertise tosupervise management from an
independent perspective, and canparticipate in and supervise decisions on
matters such as the selection of candidates
for officers of the Company and officer
remuneration from an objective and neutral
standpoint by providing useful advice toenhance compliance and corporate
governance. In addition, the Company has
designated him as an independent director
because he is independent and does not fallunder any of the categories stipulated by the
Tokyo Stock Exchange that may cause aconflict of interest with general shareholders.

Kei Tajima

Kei Tajima is not and has not been an
employee or person who executes
business of the Company, and he issuitably qualified for the requirementsof an External Director.

Norio Shiohara

Norio Shiohara is not and has not been
an employee or person who executes
business of the Company, and he issuitably qualified for the requirementsof an External Director.
He serves as President andRepresentative Director at SANRIN
Co., Ltd.,. Kohei Tajima, President andRepresentative Director of theCompany serves as External Director
at SANRIN.

The Company has elected Kei Tajima as
External Director based on the judgmentthat he has supervised management andprovided advice and recommendations on
overall management, based on his abundant
experience and broad insight from having
participated in the management of OrgoVere
Co., Ltd. (formerly Sanrin Printing Co., Ltd.)
as its Representative Director, and can be
expected to demonstrate his ability toensure the legality of the Board of Directors’decision-making from an objective andneutral standpoint.
Based on his wealth of experience in theenergy business as well as his
experience and insight cultivated incorporate management, we expect Norio
Shiohara to be fully capable of fulfilling the
responsibilities of an External Director, suchassupervising management and offering
advice on management in general, and of
the selection of our officer
candidates and the determination of officer
remuneration from an objective and neutral
standpoint, we propose him as a candidate
for External Director who is an Audit andSupervisory Committee Member.

[Audit and Supervisory Committee]
Composition of Audit and Supervisory
Committee and Attributes of the
Chairperson

All Committee
Members

Full-time Members

Audit and Supervisory
Committee

3Appointment of Directors and/or Employees to
Support the Audit and Supervisory Committee

Appointed

0Internal Directors

External Directors

03Committee Chair

External Director

Matters Concerning Independence of Said Directors and/or Employees from Executive Directors
The Company assigns employees to assist Audit and Supervisory Committee Members in their duties. Furthermore, the Company will consult
with the Audit and Supervisory Committee Members regarding any performance assessments or personnel transfers related to these employees.
Status of Coordination between Audit and Supervisory Committee, Financial Auditor, and Internal Auditing Departments
The Company has entered into an audit agreement with KPMG AZSA LLC as its financial auditor, which conducts quarterly audits of financial
results from an independent standpoint and reports the results to the Audit and Supervisory Committee. Audit and Supervisory Committee Members
and the financial auditor exchange opinions on audit plans and audit policies as necessary. In addition, Audit and Supervisory Committee Members
also review audit implementation reports prepared by the financial auditor and attend audits and review by the financial auditor as appropriate, aspart of efforts to ascertain the implementation status of audits.

[Voluntary Established Committee(s)]Voluntary Establishment of Committee(s)equivalent to Nomination Committee orRemuneration Committee

None[Matters Concerning Independent Directors]
Number of Independent Directors

3

Other matters concerning Independent Directors
Hideo Sugahara, Kaori Matsui, and Yoshiyuki Kawano all meet the requirements for independent directors.

[Incentives]
Implementation Status of Measures related toIncentives Granted to Directors

Introduction of Performance-linked Remuneration Plan

Supplementary Explanation for Applicable Items
As stated in "(3) Policy on Determining Performance-linked Remuneration, etc., and Non-Monetary Remuneration, etc.," under "Disclosure of
Policy on Determining Remuneration Amounts and Calculation Methods."

Persons Eligible for Stock Options

Supplementary Explanation for Applicable Items―――[Director Remuneration]
Status of Disclosure of Individual Directors’
Remuneration

No Disclosure for any Directors

Supplementary Explanation for Applicable Items
The total amounts for Internal Directors and External Directors are disclosed.
Policy on Determining Remuneration Amounts
and the Calculation Methods Thereof

Appointed

Disclosure of Policy on Determining Remuneration Amounts and the Calculation Methods Thereof
The Company set the maximum total amount of remuneration for Directors who are not Audit and Supervisory Committee Members at 400 million
yen per annum (including remuneration of no more than ¥40 million for External Directors) at the 114th Ordinary General Meeting of Shareholders
held on June 16, 2023, and the maximum total amount of remuneration for Directors who are Audit and Supervisory Committee Members at 100
million yen per annum at the 106th Ordinary General Meeting of Shareholders held on June 26, 2015.
In addition, the Company has introduced a performance-linked stock remuneration plan for Directors (excluding External Directors) other than
Directors who are Audit and Supervisory Committee Members separate to the above amount of remuneration, following the adoption of a resolution
to introduce the system at the 107th Ordinary General Meeting of Shareholders held on June 28, 2016.
The objective of this plan is to raise awareness of increasing medium- to long-term business performance and enhancing corporate value by
clarifying the link between remuneration and the Company’s business performance and share value and ensuring that Directors share not only thebenefits of rising share prices but also the risks of falling share prices with shareholders.
At a meeting of the Board of Directors held on January 20, 2021, the Company resolved to adopt the following policy for determining the
remuneration of Directors (excluding Directors who are Audit and Supervisory Committee Members; hereinafter, the same applies).
(1) Basic policy
The basic policy of the Company is to determine the remuneration of Directors (excluding Directors who are Audit and Supervisory Committee
Members; hereinafter, the same applies) such that it is suitable and appropriate in light of Directors’ roles and responsibilities, taking into
consideration the business performance of the Company. Specifically, remuneration for Executive Directors consists of basic remuneration and a

“Board Benefit Trust (BBT),” which is a form of performance-linked stock remuneration. Remuneration for External Directors, who are primarily
responsible for supervisory functions, consists solely of basic remuneration in light of their duties.
(2) Policy on determining basic remuneration (monetary remuneration)
Basic remuneration for the Company's Directors consists of fixed monthly remuneration and is determined after comprehensively taking into
consideration such factors as remuneration levels at other companies, the business performance of the Company, and the levels of employee
salaries, in addition to the positions, responsibilities, etc., of Directors.
(3) Policy on determining performance-linked remuneration, etc., and non-monetary remuneration, etc.
At the 107th Ordinary General Meeting of Shareholders held on June 28, 2016, a resolution was adopted in relation to a “Board Benefit Trust(BBT)” as a form of performance-linked stock remuneration for Directors (excluding External Directors and Directors who are Audit and Supervisory
Committee Members; hereinafter, referred to as the “Eligible Directors” in this and the following paragraph) (furthermore, the trust establishedbased on this plan is hereinafter referred to as the “Trust”).
As set forth in the resolution, Eligible Directors are granted several points for each fiscal year, determined after taking into consideration theirposition, the degree of achievement of business performance targets (the degree of achievement of the target for profit before income taxes on the
consolidated statement of income), and other factors, in accordance with the Officer Share Benefit Regulations (the maximum total number of points
granted to Eligible Directors per fiscal year shall be 100,000 points). Furthermore, when granting the Company’s shares, etc., the points granted to
Eligible Directors are converted at a rate of one share of the Company's common stock per point (however, in the event of a share split, gratis
allotment of shares, consolidation of shares, etc., in relation to the Company’s shares, the conversion ratio shall be reasonably adjusted according
to the ratio thereof, etc.). The number of points for the Eligible Directors to be used as the basis for the granting of the Company’s shares, etc., iscalculated by aggregating the points granted to the Eligible Directors through the time of their retirement and then multiplying the result by apredetermined coefficient set for each reason for retirement (hereinafter, the points thus calculated are referred to as the “confirmed number ofpoints”).
If an Eligible Director retires and satisfies the beneficiary requirements set forth in the Officer Share Benefit Regulations, he or she will be granted
a number of the Company’s shares corresponding to the “confirmed number of points” from the Trust after their retirement, when he or she
completes the prescribed beneficiary confirmation procedures. Provided, however, that in cases when the requirements provided for in the Officer
Share Benefit Regulations are satisfied, the Eligible Director in question shall be paid cash equivalent to the market value of a certain percentage of
the Company’s shares, in place of the granting of those shares of the Company. The amount of remuneration, etc., to be received by Eligible
Directors shall be based on the amount obtained by multiplying the total number of points granted to each Eligible Director by the book value pershare of the Company held in the Trust, at the time the points are granted (however, in the event of a share split, gratis allotment of shares,
consolidation of shares, etc., in relation to the Company’s shares, the conversion ratio shall be reasonably adjusted according to the ratio thereof,etc.). In addition, if deemed appropriate, this amount shall be added to any money paid in accordance with the provisions of the Officer Share
Benefit Regulations.
(4) Policy on determining the ratio of the amount of basic remuneration (monetary remuneration), performance-linked remuneration, etc., or nonmonetary remuneration, etc., for the amount of individual remuneration, etc., for each Director
In addition to basic remuneration, Executive Directors receive performance-linked stock remuneration (BBT), classified as performance-linked
remuneration, etc., and non-monetary compensation, etc. However, the ratio of basic remuneration, performance-linked remuneration, and nonmonetary remuneration is not set in advance given the nature of performance-linked stock remuneration (BBT), such as the fact that, as describedin item 3 above, a number of points (a maximum of 100,000 points per fiscal year) are granted to Eligible Directors in accordance with the Officer
Share Benefit Regulations for each fiscal year, taking into consideration their positions, the degree of achievement of business performance targets,and other factors, and a number of the Company’s shares, etc., that is equivalent to the confirmed number of points at the time of retirement isgranted, as well as the fact that this plan was introduced in place of the payment of retirement benefits. However, basic remuneration shall be theprincipal remuneration for Executive Directors.
Remuneration for External Directors consists solely of basic remuneration, as described in item 1 above.
(5) Matters concerning the determination of the contents of remuneration, etc. for individual Directors
Of remuneration, etc., for individual Directors, decisions concerning the specific amount of basic remuneration are delegated to the President andRepresentative Director, based on a resolution of the Board of Directors. This authority covers the setting of payment standards according topositions, responsibilities, etc., and the amount of basic remuneration for each individual based on such standards. To ensure that the President andRepresentative Director appropriately exercise this authority, the Representative Director shall make decisions concerning the establishment of
payment standards in accordance with positions, responsibilities, etc., after consulting with and receiving reports from independent External
Directors.
Furthermore, the specific content of performance-linked stock remuneration (BBT) for individual Executive Directors is determined in accordancewith the Officer Stock Benefit Regulations.

[Support System for External Directors]
When important meetings are held, such as meetings of the Board of Directors attended by External Directors, materials prepared in advance byFinance & Control are distributed.

[Statuses of Persons who Have Retired as President and Representative Director, etc.]
Information on Persons Holding Advisory Positions (Counselors, Advisors, etc.) after Retiring as President and Representative
Director, etc.

Name

Job
title/position

Responsibilities

Terms and conditions of
employment(Full/part-time, with/without
remuneration, etc.)

Date whenformer role as
President,
etc., ended

TermNaoshi Tajima

Honorary
Chairman

Masato Watanabe

AdvisorIn response to requests from theCompany, Naoshi Tajima
provides advice based on his
experience and knowledge, but
he is not involved in the
management of the Company.
Furthermore, he also serves as
President of a subsidiary of theCompany and Chairman of a
sub-subsidiary.
In response to requests from theCompany, Masato Watanabe
provides advice based on his
experience and knowledge, in
addition to conducting employee
education and training,
guidance and coaching, andspecial duties for the President.

Number of Persons Holding Advisory Positions(Counselors, Advisors, etc.) After Retiring as President
and Representative Director, etc.

Terms of employment: Part-time
Remuneration: Yes

March 31, 2009

Renewedannually

Terms of employment: Full-time
Remuneration: Yes

June 21, 2019

Renewedannually

2

Other Related Matters―――

2． Matters Concerning Functions of Business Execution, Auditing and Supervision, Nomination, and Remuneration
Decisions (Overview of Current Corporate Governance System)
In principle, the Board of Directors meets once a month and is responsible for management functions across the entire Group, including matters
stipulated by laws and regulations, matters authorized by resolution of the General Meeting of Shareholders, matters about basic policies of theCompany’s management, and matters about the supervision of the execution of important business operations. Audit and Supervisory Committee
Members supervise the execution of business operations by Directors by holding meetings of the Audit and Supervisory Committee once a month,in principle, in addition to attending important meetings such as the meetings of the Board of Directors. Within the Group, Internal Auditing
Departments audit the status of the execution of business operations from the viewpoint of observing laws and regulations and compliance,transparent and efficient management, and provide advice and suggestions for improvements and measures to improve efficiency as appropriate.

3． Reasons for Adoption of Current Corporate Governance System
The Company has judged that by strengthening functions related to the monitoring and supervision of management through appointing Directors
who are Audit and Supervisory Committee Members with voting rights at meetings of the Board of Directors, it can maintain highly transparent
governance systems in management, which will contribute to the continuous enhancement of the corporate value of the Group.

III Implementation of Measures for Shareholders and Other Stakeholders
1． Measures to Vitalize the General Meeting of Shareholders and Facilitate Exercise of Voting Rights
Supplementary Explanation
Scheduling of the General Meeting of
Shareholders During Non-Peak Days

To ensure the attendance of a greater number of shareholders, the Company endeavors
to avoid days expected to be peak days when many General Meetings of Shareholders
are held and hold its Ordinary General Meeting of Shareholders before these peak days.

Electronic Exercise of Voting Rights

Effective from the 111th Ordinary General Meeting of Shareholders, the Company
introduced the exercise of voting rights via the Internet, including smartphones. Effectivefrom the 113th Ordinary General Meeting of Shareholders, the Company also introduceda Voting System Platform.

2． Status of IR-related Activities

Supplementary Explanation

Formulation and Publication of Disclosure
Policies

As a basic policy for information disclosure, the Group has established aDisclosure Policy, available on our website.

Online Disclosure of IR Information

The Company posts financial results, documents related to the General
Meeting of Shareholders, trends in management indicators, news releases,
and other materials. Some information is also disclosed in English.

Explanation by arepresentativeEstablishment of Department and/or Placementof a Manager in Charge of IR

The Company has established a team responsible for IR in Finance &Control, and the Director who is Head of Finance & Control is also the
manager in charge of IR.

Other

The Company actively discloses information to shareholders through suchmeasures as the issuance of Business Reports (Integrated Reports),
shareholder newsletters, and Sustainability Reports that include not only
financial information but also business strategies, non-financial information,and other information, with the aim of ensuring that many stakeholders know
about the Group’s unique value creation.

3． Status of Measures to Ensure Due Respect for Stakeholders
Supplementary Explanation

IV

Establishment of Internal Rules Stipulating
Respect for the Position of Stakeholders

It is stipulated in the Mitsuuroko Group Charter of Corporate Ethics.

Implementation of Environmental Preservation
Activities and CSR Activities, etc.

We engage in activities such as environmental beautification activities around water
sampling sites in the bottled water business.

Formulation of Policies, etc. on Provision ofInformation to Stakeholders

As a basic policy for information disclosure, the Group has established a Disclosure
Policy.

Matters Concerning the Internal Control System

1． Basic Views on Internal Control System and Status of Development
The Company's Board of Directors has adopted a resolution concerning the "Basic Policy on Internal Controls," as follows.
1. Systems to ensure that Directors and employees execute their duties in compliance with laws and regulations and the Articles of Incorporation
The Charter of Corporate Ethics and other regulations concerning compliance systems shall constitute a code of conduct to ensure that the Boardof Directors and employees comply with laws, regulations, the Articles of Incorporation, and social norms. In addition, to ensure the thoroughimplementation of these rules, Legal shall supervise compliance efforts across the Company, and it shall also play a central role in making reports to
the Board of Directors and the Audit and Supervisory Committee. The Company will also establish and operate a compliance hotline for employees
to directly provide information on legally questionable activities, etc. Furthermore, if any violation of laws, regulations or the Articles of Incorporation
is discovered, it shall be reported to the Board of Directors in accordance with the Compliance Rules, and the Company shall subsequently
endeavor to address the matter while cooperating with external experts as necessary.
2. Systems for preserving and managing information on the execution of duties by Directors
In accordance with the Document Management Regulations, the Company records and preserves information pertaining to the execution of duties
by Directors as documents or electromagnetic media (hereinafter, referred to as "documents"). The Board of Directors and Directors who are Audit
and Supervisory Committee Members shall be able to inspect these documents at any time, in accordance with the Document Management
Regulations.
3. Rules and other systems for managing the risk of loss
With regard to risks related to compliance, disasters and accidents, the environment, quality, information security, and other factors, therespective departments in charge shall establish rules and guidelines, conduct training, prepare and distribute manuals, etc. The Board of Directors
shall address newly occurring risks by promptly designating Directors who will act as managers responsible for a response. In addition, the Board of
Directors verifies the risks associated with business execution every year and reviews risk management systems as necessary.
4. Systems to ensure the efficient execution of duties by Directors
The Company clearly defines the methods by which it makes decisions in the Approval Regulations and makes decisions in ways suited to theirimportance. In addition, authorities and responsibilities related to the execution of duties are clearly defined in the Regulations on the Division of
Duties, the Regulations on Operational Authority, and other internal regulations. In this way, duties are executed efficiently.
In addition, Internal Auditing audits the status of the execution of these operations to ascertain their status and make improvements.
5. System for ensuring the appropriateness of the business operations of the corporate group consisting of the Company and its subsidiaries
In addition to appointing Directors responsible for the businesses of each segment in the Group and giving them the authority and responsibility toestablish legal compliance and risk management systems, Finance & Control promotes and manages these across the Company.
(1) In accordance with the Regulations on the Management of Affiliated Companies and other related regulations, the Company appoints Directors
and departments to oversee subsidiaries, and subsidiaries provide reports on the execution of duties and the status of their businesses.
(2) The Company takes steps to establish compliance systems for the Company and subsidiaries and conducts ongoing compliance education andtraining for officers and employees of the Company and subsidiaries.
(3) The Company and subsidiaries execute business operations according to the internal regulations of each company, and the internal regulations
are revised as needed.
(4) Divisions in charge of risk management are established within the Company and each subsidiary with the Company as a direct parent company.
Each company also cooperates in the sharing of information.
(5) The Company’s Internal Auditing conducts audits of the overall operations of the Company and subsidiaries and provides verification, advice,etc.
6. Systems for reporting matters pertaining to the execution of duties by Directors of subsidiary companies, etc., to the Company
In accordance with the Group Management Regulations, the Company clearly defines the matters that require approval by the Company, mattersthat must be reported to the Company, etc., and monitors the status of the execution thereof, while respecting the autonomy of subsidiaries.

7. Rules and other systems for managing the risk of loss at subsidiaries(1) The Company has established basic policies on risk management for the Group as a whole.
(2) The Company will establish a department to supervise risk management for the Group as a whole and appoint responsible managers.
(3) The General Managers of each business division manage risks for the division they are in charge of, in accordance with the basic policies onrisk management.
(4) Important subsidiaries establish basic policies on risk management and manage risks themselves. Important subsidiaries also provide reports to
the Company on the status of risk management, at regular intervals or as necessary.
(5) Subsidiaries under the Company's direct control oversee risk management for their subsidiaries.
8. Systems to ensure the efficient execution of duties by Directors of subsidiaries, etc.
(1) The Company reviews the organizational design and business execution systems of subsidiaries at regular intervals, taking into consideration
factors such as the business and scale of the subsidiaries, and their position within the Group, and supervises them to ensure that systems are
established for the efficient execution of their duties.
(2) With regard to decision-making at subsidiaries, the Company has clarified the authorities and responsibilities of persons who execute businessat subsidiaries in accordance with the subsidiaries’ Board of Directors Regulations, the Regulations on Operational Authority, and various otherregulations. The Company also provides guidance necessary to ensure the systematic and efficient execution of business operations.
(3) The Company's Board of Directors verifies internal control plans for financial reporting reported annually by the Head of Finance & Control andshares this information with Group companies.
9. Systems to ensure that the Directors, etc., and employees of subsidiaries execute their duties in compliance with laws and regulations and the
Articles of Incorporation(1) The Company takes steps to disseminate the Group’s Code of Corporate Conduct among the officers and employees of subsidiaries, to ensurethat they comply with laws, regulations, the Articles of Incorporation, and internal regulations, and execute business operations honestly and fairly.
(2) The Company has established basic policies on compliance for the Group.
(3) Subsidiaries promote compliance themselves according to the Group Basic Compliance Policy.
(4) Important subsidiaries also provide reports to the Company on compliance status at regular intervals or as necessary.
(5) Subsidiaries promote the establishment of compliance systems suited to the content and scale of their businesses and other circumstances
while referring to the Compliance Guidelines established by the Company.
10. Matters related to employees to assist Audit and Supervisory Committee Members in their duties, in cases when the Audit and Supervisory
Committee has requested the assignment of such employees
If Directors who are Audit and Supervisory Committee Members request that employees be assigned to assist them with their duties, theCompany will appoint persons deemed suitably qualified after consulting with Directors who are Audit and Supervisory Committee Members.
11. Matters Concerning the independence of said employees from Directors(1) Directors who are Audit and Supervisory Committee Members may provide orders as necessary for audit services to employees providing
assistance. If an employee providing assistance receives an order necessary for audit operations from a Director who is an Audit and Supervisory
Committee Member, the employee in question will not accept any orders from Directors, the General Manager of the Internal Auditing etc.
(2) The consent of the Audit and Supervisory Committee is required for decisions concerning personnel transfers, personnel evaluations, etc., foremployees providing assistance.
12. Matters related to ensuring the effectiveness of instructions given by the Audit and Supervisory Committee to Directors and employees assistingthem with their operational duties
Directors and employees cooperate in developing an audit environment where employees providing assistance can perform their operational
duties without issue.
13. Systems for Directors (excluding Directors who are Audit and Supervisory Committee Members) and employees to make reports to the Audit
and Supervisory Committee
The Company will establish systems to ensure that Directors and employees make prompt reports to the Audit and Supervisory Committee on
statutory matters, as well as matters that significantly impact the Company and the Group, the implementation status of internal audits, and thestatus of reporting via the compliance hotline and the content thereof. The method of making these reports (persons to make reports, persons toreceive reports, the timing of reports, etc.) shall be determined through consultation between the Board of Directors and the Audit and Supervisory
Committee.
14. Systems for subsidiaries’ Directors, Audit & Supervisory Board Members, Executive Officers, employees who execute business operations,other persons equivalent thereto, and employees, as well as persons who have received reports from these persons, to provide reports to the Audit
and Supervisory Committee(1) The Company will establish systems in advance with its subsidiaries whereby the Directors, Audit & Supervisory Board Members, employees,
etc., of subsidiaries, or persons who have received reports from these persons, may make reports to Directors, employees, etc., of the Company,
either via the Board of Directors or Audit & Supervisory Board Members of the subsidiaries or directly.
(2) The Company will establish a system in which a prompt report to the Audit and Supervisory Committee of the Company will be made when
Directors, employees, etc., of the Company, receive reports from Directors, Audit & Supervisory Board Members, employees, etc., of subsidiaries,
or persons who have received reports from these persons.
15. Systems to ensure that persons who make reports are not treated disadvantageously as a result of making the report(1) There shall be an attorney at the contact point for the internal reporting system, and if an internal report is made, the attorney shall promptly
report the content of the case to the Audit and Supervisory Committee of the Company, excluding any matters that may identify the whistleblower.
(2) The fact that a report was made may not be taken into consideration in any transfers, personnel evaluations, disciplinary actions, etc., related to
the whistleblower, and the whistleblower may request the Audit and Supervisory Committee to investigate the reason for the transfer, personnel
evaluation, disciplinary action, etc.
(3) The Board of Directors receives regular reports on the status of internal reports and the details of cases and revises the internal reporting
system after consulting with the Audit and Supervisory Committee.
16. Matters concerning the procedures for advance payment or reimbursement of expenses incurred in the execution of duties by Audit andSupervisory Committee Members and other policies pertaining to the handling of expenses or obligations incurred in the execution of said duties
When an Audit and Supervisory Committee Member requests the advance payment of expenses incurred in the execution of his or her duties, thereimbursement of expenses paid, etc., or the repayment of obligations borne, the Company complies with the request unless it can be proven thatsuch expenses, etc., did not arise in the execution of his or her duties as Audit and Supervisory Committee Member.
17. Other systems to ensure that audits by the Audit and Supervisory Committee are conducted effectively

The Company establishes regular meetings to exchange opinions between the Audit and Supervisory Committee and the President andRepresentative Director.

2． Basic Views on Measures for Eliminating Anti-Social Forces and Status of Development
In order to block any relations with antisocial forces, the Group stipulates the following(1) The Company establishes clear grounds related to unreasonable demands by antisocial forces in the Charter of Corporate Ethics, regulations,etc., and creates systems for responding to such demands across the Group, from the President and Representative Director down.
(2) The Company ensures the safety of employees responding to unreasonable demands by antisocial forces.
(3) In preparation for unreasonable demands by antisocial forces, the Company builds close cooperative relationships with external expert
organizations such as the police and attorneys on a day-to-day basis.
(4) The Company eliminates all relationships with antisocial forces, including business relationships. In addition, the Company also strongly rejects
any unreasonable demands by antisocial forces.
(5) The Company will respond legally, both in civil and criminal terms, to unreasonable demands made by antisocial forces.
(6) Even when unreasonable demands by antisocial forces are made based on scandals related to business activities or scandals concerning
employees, the Company will not engage in any secret transactions to cover up the issue.
(7) The Company will never provide any funds to antisocial forces.
(8) The person in charge of matters related to antisocial forces in the Group is the department's General Manager responsible for compliance.

V Other
1． Adoption of Anti-Takeover Measures
Adoption of Anti-Takeover Measures

None

Supplementary Explanation for Applicable Items―――

2． Other Matters Concerning the Corporate Governance System
Overview of the timely disclosure system
1 Policy on timely disclosure
The Company's basic policy is to disclose necessary information to stakeholders in a timely and appropriate manner. The Company will disclose“decisions,” “financial information,” and “occurrences” in a timely and appropriate manner, as determined by the Board of Directors, in accordancewith the provisions set forth by the Tokyo Stock Exchange.
2 Timely disclosure system(1) Decisions
The departments in charge of disclosure in Finance & Control (Finance & Control, Financial Planning & Analysis Team and Finance & IR Team)confirm in advance whether decisions made by management meetings (the Board of Directors and the Management Committee) of the Company
and its subsidiaries are subject to timely disclosure. If the decision is subject to timely disclosure, then, after a management meeting makes adecision, the departments in charge of the disclosure will promptly disclose the information in accordance with the instructions of the Head ofFinance & Control, who is the manager responsible for disclosure.
(2) Occurrences
If any events that should be disclosed in a timely manner occur at the Company and its subsidiaries, the departments in charge of disclosure in
Finance & Control confirm whether the occurrence is subject to timely disclosure, after persons in charge promptly notify the Head of Finance &Control. If the occurrence is subject to timely disclosure, then, after a decision has been made concerning disclosure by a management meeting of
the Company or its subsidiaries, it will be promptly disclosed by the departments in charge of disclosure in accordance with the instructions of the
Head of Finance & Control.
(3) Financial information
After a decision has been made by a management meeting (the Board of Directors and the Management Committee) of the Company or its
subsidiaries, financial information is promptly disclosed by the departments in charge of disclosure in accordance with the instructions of the Head ofFinance & Control, who is the manager responsible for disclosure.
3 Handling of timely disclosure information
Timely disclosure information is strictly controlled in accordance with the Company's Information Management Regulations. In addition, theCompany makes thorough efforts to prevent insider trading in accordance with the Regulations for Prevention of Insider Trading.

Overview of Timely Disclosure System
Investigation, guidance,
and audit

The Company and Group companies
Occurrences

Decisions

Financialinformation

Reports

Head of Finance & Control

Reports

Risk Management
Committee

Internal Auditing

Directions

Reports

Reports

President and Representative Director
Directions

Reports

Board of Directors
Decisions (in the case ofdecisions)Audit and Supervisory
Committee

Finance & IR Team
Financial Planning & Analysis
・ Summary of information managementand disclosure
・ Confirmation of the need for timely
disclosure

Head of Finance & Control
Finance & IR Team, Financial Planning & Analysis

Timely disclosure

Tokyo Stock Exchange

Agendaitems

General Meeting of Shareholders
Election anddismissal

Election anddismissal

Election anddismissal

FinancialauditsFinancial auditor

Cooperation

Board of Directors
Audit andSupervisory
Committee

Audits, etc.

Representative
Director(s)Cooperation

Internal Auditing
Cooperation

Reports
AuditsReports

Reports

Directions

Information disclosure

Risk Management
Committee
Finance and accounting
Compliance
Safety (security, disasters)
Food

Supervision

Group companies