Solasto Corporate Governance Policy

Solasto Corporation
April 2024

Table of Contents
General Provisions…

１

Objectives and basic approach to corporate governance
Creation, revisions, and abolishment

…
…

１
１

Relationship with Stakeholders…

２

Relationship with shareholders
Relationship with employees
Relationship with customers
Relationship with business partners
Relationship with the local community

…
…
…
…
…

２
３
３
３
３

Enhancing Information Disclosure…

４

Policy on information disclosure
Information disclosure…

４４Corporate Governance Structure…

５

Institutional design
Board of Directors
Board of Corporate Auditors
Accounting auditor
Independence of directors and corporate auditors
Training for directors and corporate auditors

…
…
…
…
…
…

５
５
８
10
10
10

Attachment 1

Corporate Governance Framework…

12

Attachment 2

Basic Policy on Investor Relations…

13

Attachment 3

Independent Requirements for Outside Executives…

16

Chapter 1
1.
2.

Chapter 2
1.
2.
3.
4.
5.

Chapter 3
1.
2.

Chapter 4
1.
2.
3.
4.
5.
6.

NOTICE: This document has been translated from the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document, the Japanese original shall prevail．

Solasto Corporate Governance Policy
This Policy was adopted by the Solasto Board of Directors and outlines the framework andguidelines for governance based on our Management Philosophy.
The Board of Directors shall continuously deliberate, review, and improve this Policy.

Chapter 1 General Provisions
1.Objectives and basic approach to corporate governanceIn our Corporate Philosophy, we outline the values and mission that form the foundation of
our business.

Corporate Philosophy

People. Technology.
Supporting comfortable living and energetic communities
The Solasto Group supports the energetic smiles of our customers
by combining the advanced expertise and superior teamwork of our employeeswith the innovative and flexible use of technology to provide medical, elderly care, child care,and education services suited to the local communities we serve.
We are equally committed to the realization of a societythat provides peace of mind, happiness, and well-being to each of our employees.

2. Creation, revisions, and abolishment
The creation of this Policy as well as any revisions to or the abolishment of this Policy shallbe subject to a resolution by the Board of Directors.

1Chapter 2 Relationship with Stakeholders
The Board of Directors and Solasto management are confident that we can maximize ourcorporate value by diligently addressing and responding to each the concerns of all
stakeholders, including shareholders, employees, customers, business partners, the local
community, and government agencies.

1. Relationship with shareholders
Promoting sound and highly transparent management, with the aim of enhancing corporate
value and achieving sustainable growth. The following specific measures are being steadily
implemented.

1) General Meeting of Shareholders
The General Meeting of Shareholders is a place for making final decisions. Provide anenvironment that enables the appropriate exercising of shareholder rights.
Disclose convocation notices early to ensure shareholders have sufficient time for
evaluations.
Create English versions of convocation notices for overseas investors to provide
disclosure in both Japanese and English.
Avoid common dates for the General Meeting of Shareholders to avoid schedulingconflicts and select a convenient meeting location.
Prepare and disclose information related to agenda items to enable appropriate
decision-making.
Conduct a cause analysis for proposed agenda items that receive a significant numberof nay votes and have the Board of Directors deliberate on a response.
2) Ensuring shareholder rights
Respond appropriately to substantially ensure the rights of shareholders, including minority
shareholders and overseas shareholders. Also, conduct appropriate information disclosure
to ensure all shareholders are treated fairly in accordance with their equity holdings and that
there is no information disparity between shareholders.
3) Constructive dialogue with shareholders
The Board of Directors and management shall work to continuously improve corporate value
by engaging in dialogue with shareholders. Also, outline policy concerning developing asystem and initiatives for promoting constructive dialogue with shareholders in accordancewith our Basic Policy on Investor Relations (see Attachment 2).
4) Basic policy on capital strategy
Outline a basic strategy of ensuring the internal capital retention needed to ensure we
maintain a management platform capable of adapting to changes in our operating
environment, enable future business development, and continue to provide stable dividends.
At the same time, make comprehensive decisions on dividends each fiscal year based on2status of investment opportunities, among other factors.
If planning to implement capital strategy that could impact the common interests of existing
shareholders, sufficiently evaluate the necessity and practicality of said strategy, andimmediately disclose information concerning that evaluation process and strategy objectives.

2. Relationship with employees
Aim to create a fair and open workplace where people can work in a bright, rewarding, andproud environment.
- Embody the founding principles of providing medical outsourcing education andemployment opportunities for women by working to enhance employee education andemployee career support.
- Reinforce compliance with Solasto human resource requirements and the Solasto Group
Code of Conduct among all employees.
- In addition to the internal whistleblowing hotline, establish external whistleblowing
hotlines with the labor union and an outside law office. Promote use of these hotlines andestablish a system for preventing unjust treatment of whistleblowers.

3. Relationship with customers
As professionals, aim to meet the needs of our customers with a sense of responsibility, todeal with each and every one of the users of our services with sincerity, and to continue tocontribute to the improvement of the quality of life. Work to understand the needs of ourcontract partners and provide services that help resolve their problems. For the individual
customers who use our services, work to provide service that conveys kindness, offers peaceof mind, and contributes to an improved quality of life.

4. Relationship with business partners
View vendors and providers as business partners, and work on issues with mutual respect
towards achieving mutual prosperity.

5. Relationship with the local community
Contribute to the realization of affluent lifestyles and the development of local communities
through the provision of services and diverse ways of working.
Contribute to local employment by providing diverse workstyles for all genders.
Contribute to community development through business activities in the critical sectorsthat support local livelihoods, including the medical outsourcing that supports hospitaladministration, as well as elderly care and child care.

3Chapter 3 Enhancing Information Disclosure
1. Policy on information disclosure
Aim to achieve fair and highly transparent business management and engage in proactive
information disclosure for all stakeholders, including shareholders, employees, customers,
business partners, the local community, and government agencies. Also, proactively engage
in dialogue with stakeholders and appropriately reflect the results of such dialogue inmanagement.

2. Information disclosure---

Use fair, detailed, and simple methods to engage in the timely and appropriate disclosureof matters related to finance and operations in accordance with the Companies Act, theFinancial Instruments and Exchange Act, rules stipulated by the Tokyo Stock Exchange,and other applicable laws and ordinances.
Ensure subjectivity and management transparency in information, both positive andnegative information, provided outside the scope of mandated disclosures.
Work to enhance English language disclosure in order to minimize information
disparities for overseas shareholders.
In addition to management information, also proactively disseminate information to many
stakeholders concerning our key areas of focus such as productivity improvements, ICT,
women’s workplace advancement, and human resource development.
To disseminate information to as many stakeholders as possible, in addition to disclosure
methods stipulated by law, also publish information to our company website and engage
in information provision through mass media and other methods.

4

Chapter 4 Corporate Governance Structure
1. Institutional design
Select a company structure that includes the formation of an Audit & Supervisory Committee
as the institutional design as defined by the Companies Act. To complement the functions of
the Board of Directors, establish subordinate committees to operate a structure thatincorporates the beneficial aspects of a company with a nomination committee.

2. Board of Directors
1) Principles of the Board of Directors
The Solasto Board of Directors works to ensure fairness and integrity, and strives forproactive governance towards achieving long-term improvements to our corporate value.
At the core of proactive governance is the ability to achieve rapid and decisive decisionmaking as well as appropriate risk-taking.
To promote such governance, to the extent possible, the Board of Directors focuses ondeliberating policy and strategy, voting on critical business matters, and monitoring thestatus of business execution. The Board entrusts the execution of specific business
operations to the President.
The Board of Directors also monitors initiatives by the President and other corporate
officers related to increasing corporate value. Based on this monitoring, the Nomination,
Evaluation, and Compensation Committee evaluates the President and other corporate
officers and submits nomination and removal proposals to the Board of Directors.
2) Roles and responsibilities of the Board of Directors
The Board of Directors is responsible for making sustainable improvements to corporate
value by appropriately executing their roles to fulfill their entrusted duties. In addition to duties
outlined by law and in the Articles of Incorporation, the Board of Directors is also responsible
for the fulfilling the following roles. The execution of business and decisions on matters otherthan those subject to a resolution by the Board of Directors (Board of Directors’ Regulations)shall be consigned to the president and the Board shall supervise the status of said businessexecution.
(1) Nomination, evaluation, and compensation decisions for the president, andmonitoring the nomination process for the president’s successor.
(2) Nomination, evaluation, and compensation decisions for corporate officers.
(3) Supervising and approving annual budgets, medium-term management plans, andproposals for other important strategy.
(4) Evaluating major risks and evaluating countermeasures.
(5) Confirming the process for maintaining corporate health: Financial reporting health,legal and ethical compliance health, health of relationships with customers andbusiness partners, healthy relations with other stakeholders.

53) Nomination and number of directors
Director candidates shall be nominated by the Board of Directors with consideration given to
ensuring a balance of diverse expertise, experience, and capabilities, with no consideration
given to factors such as gender, nationality, or age. Final decisions shall be made via aresolution at the General Meeting of Shareholders. The Board of Directors shall make aproposal concerning number of director candidates and the ratio of outside director andindependent outside director candidates within the scope set forth in the Articles ofIncorporation. A final decision shall be made via a resolution at the General Meeting of
Shareholders.
4) Committees
To complement the role of the Board of Directors, establish a Nomination, Evaluation, andCompensation Committee and a Corporate Governance Committee as committees
subordinate to the Board of Directors.
The Nomination, Evaluation, and Compensation Committee shall be chaired by an outside
director and shall propose candidates for company chairperson, president, and corporate
officers to the Board of Directors. The Committee shall establish annual goals for corporate
officers and conduct evaluations. The Committee shall also evaluate whether corporate
officer compensation is competitive and at appropriate levels, and make proposals to theBoard of Directors.
The Corporate Governance Committee shall be chaired by an outside officer. The Committee
makes continuous efforts to enhance corporate governance and also deliberate and makeproposals to the Board of Directors concerning initiatives to improve managementtransparency and fairness.

5) Board of Directors’ chairperson and outside directors
The president shall serve as chair of the Board of Directors. The president shall engage inthe following to ensure outside directors are able to appropriately fulfil their roles.
(1) Seek the opinion of outside directors on agendas deliberated by the Board of
Directors and work to reflect the opinions of outside directors.
(2) Exchange opinions with outside directors concerning the state of management for
the Board of Directors.
(3) As necessary, hold meetings with outside directors to provide information and solicit
opinions.
6) Select of Board of Directors’ meeting agendaMonthly agenda items for the Board of Directors shall be presented by the president inaccordance with Board of Directors’ regulations but directors may also freely propose agenda
items.
7) Director qualifications
As both an individual and as a member of a corporation, a director must possess a high6

sense of ethics, fairness, and integrity, and engage in actions that represent the common
interests of shareholders. Directors much also possess objectivity, observational skills,
practical knowledge, and seasoned decision-making skills. Particularly, the ability to apply
corporate management experience and knowhow towards supporting and supervisingbusiness management by the president and corporate officers is critical to ensuring theefficacy of governance.

8) Self-assessments by directors and the Board of Directors
The Board of Directors and its members shall conduct annual self-assessments. Specifically,
the self-assessments are conducted to evaluate whether the Board of Directors is functioning
appropriately, whether members are fulfilling their roles, and whether relationships between
members are functioning. The results of self-assessments are reported on at the Board of
Directors.
9) Ethics and conflicts of interest
The Board of Directors shall require that all directors, corporate officers, and employees
adhere to the Solasto Group Code of Conduct and engage in ethical behavior.
Solasto shall not make personal monetary loans to directors or corporate officers.
Independent outside directors, their relatives, and companies with which they are associatedmay not receive monetary amounts from Solasto Group exceeding the amounts stipulated in
the “Independence of Directors and Corporate Auditors” for roles other than as independent
outside directors.
Directors shall submit a report to the president immediately if the director has a conflict ofinterest with the Solasto Group, or when there is the possibility of a conflict of interest. If
measures cannot be taken to resolve the conflict of interest, then the director is expected tostep down. Directors are expected to abstain from participating in votes on agenda or
resolutions related to their own personal conflicts of interest.
10) Director compensation
Compensation for directors shall be within the scope determined via a resolution by theGeneral Meeting of Shareholders.
Director compensation proposals are submitted to the Board of Directors by the Nomination,
Evaluation, and Compensation Committee. Furthermore, compensation shall be reviewed
annually. The following shall be considered when evaluating compensation.
(1) Fair compensation based on required duties at companies of similar scope to Solasto.
(2) Compensation in line with the long-term common interests of shareholders and theinterests of outside directors.
(3) A compensation structure that is clear, concise, and easy for shareholders tounderstand.
11) Promoting Directors’ shareholdings
The guidelines for Corporate Officers holding the company's shares are established with theaim of enhancing management's awareness of the need to improve business performance,
7

increase the share price and enhance corporate value over the medium to long term by
sharing with shareholders the risk associated with fluctuations in the share price.
The guidelines recommend that Corporate Officers target a shareholding equivalent to theiramount of annual fixed compensation multiplied by the following multipliers, which are set byposition: President: 2.0; Vice President, Senior Managing Corporate Officer, Managing
Corporate Officer: 1.0; and Corporate Officer: 0.5. The guidelines further recommend that
Corporate Officers aim to achieve this target within 5 years of their appointment.

12) Selecting successors
The Board of Directors approves successor candidates for chairperson, president, andcorporate officers based on proposals by the Nomination, Evaluation, and Compensation
Committee. This selection of management successors is one of the most important roles of
the Board of Directors. The Board of Directors works with the Nomination, Evaluation, andCompensation Committee to (1) outline requirements for the president’s successor based on
Solasto strategy, (2) continuously review the list of successors, and (3) search for president
successor candidates within the company.
13) Decisions on management compensation
The Nomination, Evaluation, and Compensation Committee supports the Board of Directors
by proposing successor candidates for corporate officers, including the chairperson andpresident. As part of this role, the Committee also creates a compensation structure forcorporate officers, including the chairperson and president, and supervises its
implementation. The Nomination, Evaluation, and Compensation Committee drafts a
proposal for compensation for the chairperson and president, and submits the proposal to
the Board of Directors. For other corporate officers, the president conducts a preliminary
assessment, and the president and the Nomination, Evaluation, and Compensation
Committee use that assessment as the basis for drafting an assessment and compensation
proposal, which is then submitted to the Board of Directors.
14) Governance
The Board of Directors outlines basic policy concerning the creation of a governance system
to ensure rapid business execution under an appropriate system of controls. The Board also
monitors business execution to ensure compliance, work efficacy and efficiency, thecredibility of financial reporting, and the preservation of assets.

3. Board of Corporate Auditors
1) Roles and responsibilities of the Board of Corporate Auditors
The Board of Corporate Auditors works to protect the common interests of shareholders bymaintaining an awareness of its entrusted duties and working to promote corporate healththat enables sustainable improvements in corporate value. Specific roles of the Board of
Corporate Auditors include the following.
The Board of Corporate Auditors works to create a structure for ensuring the efficacy ofaudits conducted by corporate auditors.
8-

The Board of Corporate Auditors coordinates with the accounting auditor, independent
outside directors, and the internal audit department.
The Board of Corporate Auditor exchanges opinions with independent outside directors
and shares information gained through audit activities.
The Board of Corporate Auditors deliberates and decides on compensation for corporate
auditors, which said compensation to be within the scope of total compensation for all
corporate auditors approved via a resolution by the General Meeting of Shareholders.
In light of their roles, compensation for corporate auditors shall be limited to basecompensation.
The Board of Corporate Auditors exercises rights related to the selection and dismissalof the accounting auditor, and consent concerning the nomination of corporate auditors.
2) Nomination and number of corporate auditors
Corporate auditor candidates shall be nominated by the Board of Directors with consideration
given to ensuring a balance of diverse expertise, experience, and capabilities, with noconsideration given to factors such as gender, nationality, or age. Final decisions shall bemade via a resolution at the General Meeting of Shareholders after receiving approval fromthe Board of Corporate Auditors.

3) Role of corporate auditors
Corporate auditors conduct work and accounting audits as prescribed by law.
Corporate auditors audit the Board of Directors concerning the status of businessexecution by directors and fulfillment of supervisory duties.
Corporate auditors monitor and validates decision-making and the creation andimplementation of an internal control system by the Board of Directors.
4) The Board of Corporate Auditors' chairperson
The Board of Corporate Auditors votes to designate a chairperson from among thecorporate auditors.
The Board of Corporate Auditors’ chairperson executes the duties consigned by the
Board of Corporate Auditors. However, the chairperson may not impede other corporate
auditors from exercising their authority.
5) Relationship between the accounting auditor and the internal audit department
The Board of Corporate Auditors coordinates with the accounting auditor and the internal
audit department to create a structure that ensures sufficient and appropriate audits.
The Board of Corporate Auditors drafts criteria for evaluating and selecting an
accounting auditor, and confirms their independence and expertise.
The Board of Corporate Auditors requests explanations from the accounting auditor
concerning whether the accounting auditor is complying with the quality management
standards needed to ensure appropriate accounting audits.
The Board of Corporate Auditors establishes a structure for responding to instanceswhere the accounting auditor discovers fraud and demands appropriate measures, orwhen the accounting auditor indicates a problem requiring correction.
9-

The Board of Corporate Auditors holds meetings with the accounting auditor and thepresident.
The Board of Corporate Auditors holds regular meetings each quarter and at the end of
the fiscal year with the accounting auditor and general manager of the internal audit
department.

6) Corporate auditor qualifications
Corporate auditors must possess the following qualifications to ensure their ability to maintainan awareness of their entrusted duties and work to promote corporate health that enables
sustainable improvements in corporate value while executing their duties as corporate
auditors.
Maintain a constant awareness of corporate ethics and possess the knowledge, a highsense of ethics, fairness, and integrity expected of a corporate auditor. Furthermore,
corporate auditors must possess expertise in fields such as law, finance, accounting,and business management.
Work to acquire and improve on the knowledge required to appropriately fulfill their roles
and responsibilities.
Fulltime corporate auditors proactively work to create an environment for audits,
including executing their vested investigative authority as fulltime corporate auditors, andwork to gather internal information by attending important internal meetings and visiting
subsidiaries.
Fulltime corporate auditors must share information gained through the execution of theirduties with other corporate auditors.

4. Accounting auditor
1) Roles and responsibilities of the accounting auditor
The accounting auditor bears the duty to shareholders and investors of fulfilling the criticalresponsibility of ensuring the credibility of disclosure information.
The accounting auditor works with the Board of Corporate Auditors, independent outside
directors, and the internal audit department to ensure a structure for conducting
appropriate audits.
The accounting auditor ensures independence and expertise.
The accounting auditor complies with the quality management standards needed toensure appropriate accounting audits.

5. Independence of directors and corporate auditors
Independence requirements for outside directors and outside corporate auditors are outlined
in Independence Requirements for Outside Executives (see Attachment 3). Furthermore,
outside directors who do not meet independence requirements shall be excluded from being
nominated as a non-independent outside director.

6. Training for directors and corporate auditors
Newly appointed directors and corporate auditors shall receive orientation conducted by an10

outside attorney and our director in charge of finance. Newly appointed directors andcorporate auditors must each receive explanations concerning the details and status ofcompany strategy, financial statements, basic policies within three months of appointment.
Furthermore, as necessary, the company shall bear any expenses necessary to provide
educational opportunities concerning the following in order to ensure their ability to fulfill theirduties as directors and corporate auditors.
Creation of budgets and medium-term management plans
Compliance and corporate governanceMatters concerning risks and new business opportunities
Understanding operations by making workplace visits
Established June 30, 2016
Revised May 1, 2020
Revised June 1, 2021
Revised April 1, 2022
Revised June 27, 2022
Revised April 1, 2023
Revised April 1, 2024

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Attachment 1＜Corporate Governance Framework＞

Shareholders’ Meeting

Board of Directors

Board of Corporate
Auditors

Nomination, Evaluation, andCompensation Committee
Corporate GovernanceCommittee
Execution

Accounting Auditors

Representative Director

Management Committee

Risk & Compliance Committee

Divisions, Subsidiaries

12Internal Audit OfficeAttachment 2<Basic Policy on Investor Relations>
1. Fundamental approach to investor relations
The Company's fundamental approach to investor relations is to consistently disclose
accurate information in a timely and fair manner to capital market participants (which include
shareholders, investors and analysts, etc.) and other stakeholders of the Company, with suchinformation including the Group's business strategy, business policy, financial data, importantmanagement benchmarks and other details useful in assessing corporate value and making
investment decisions.
In addition, we engage in active dialogue with capital market participants in order to obtainappropriate market evaluation and strive to reflect comments from the market to the
management of the Company.
2. Information disclosure(1) Standards of information disclosure
We disclose information appropriately (statutory or timely disclosure) on the basis of
the Financial Instruments and Exchange Act and related laws and regulations(hereinafter collectively referred to as the "Financial Instruments and Exchange Act")and provisions of the timely disclosure regulations established by the Tokyo Stock
Exchange (the "Timely Disclosure Regulations").
We also actively disclose information that we deem as being beneficial to capital
market participants, even when disclosure has not been requested, in light of thestandards set forth in the Financial Instruments and Exchange Act and the Timely
Disclosure Regulations.
(2) Methods of information disclosure
We submit statutory disclosure documents under the Financial Instruments andExchange Act via the EDINET electronic disclosure network for disclosure of
documents such as annual securities reports that companies must disclose in line with
the Financial Instruments and Exchange Act. We also disclose information that must
be provided in accordance with the Timely Disclosure Regulations via the TDnet timely
disclosure network of the Tokyo Stock Exchange, after having furnished priorexplanation to the Tokyo Stock exchange when necessary.
We post information to the website of the Company as soon as possible once suchinformation has been disclosed via EDINET or TDnet.
When making information available that is not subject to disclosure under the Financial
Instruments and Exchange Act or the Timely Disclosure Regulations, we do so in a13manner that is both accurate and fair, by issuing press releases, posting it to thewebsite of the Company, or through other appropriate means.
3. Active promotion of investor relations initiatives(1) The investor relations framework
Persons in charge of handling information act as officers in charge of investor relations,and divisions overseeing timely discloser act as divisions in charge of investor relations.
Meanwhile, corporate planning, finance & accounting, public relations, legal affairs
divisions and other related divisions are closely collaborated with the aforementioned
in assessing information, preparing materials and disclosing information.
Also, to a reasonable extent, the President & CEO, officers in charge of investor
relations, and managers of divisions in charge of investor relations engage in dialogue
with capital market participants and others involved in the markets.
(2) Improving communications
We work to improve communications with capital market participants through efforts
that include holding financial results presentations, taking part in briefing sessions forretail investors, and responding to day-to-day inquiries.
We also convey details of our business operations, our business strategy, financial
data and other such information in a fair and straightforward manner through thewebsite of the Company.
The officers in charge of investor relations supervise such aspects of ourcommunications overall.
4. Handling insider information (important facts that remain undisclosed)(1) Handling insider information in terms of dialogues and other communications withcapital market participants and others
We believe that maintaining equal treatment among capital market participants andothers is a fundamental imperative particularly when engaging in dialogue that could
involve insider information. On the basis of that notion, we adhere to the Financial
Instruments and Exchange Act and otherwise take steps to manage insider informationin accordance with our internal Insider Trading Management Regulations which aim toprevent instances of insider trading.
(2) Quiet periods
To ensure that earnings results data is not divulged and that fairness with respect toproviding such information is maintained, we observe quiet periods spanning the day
subsequent to the balance sheet date of respective quarters and lasting until theannouncement of the financial results, during which time we do not comment on
financial results or earnings outlooks.
However, we release information as appropriate when a situation calls for disclosure14

of information (statutory or timely disclosure), in accordance with the Financial
Instruments and Exchange Act and the Timely Disclosure Regulations.
We reply to questions and other inquiries regarding previously released informationeven during the quiet periods.

15

Attachment 3<Independence Requirements for Outside Executives>
In accordance with the independence criteria established by the Tokyo Stock Exchange, we
judge outside executives applicable to any of the following as not qualifying as anindependent outside director.
1.

2.

3.
4.

5.
6.
7.
8.

9.

A person who is currently a director (excluding outside directors), corporate auditor(excluding outside corporate auditor), executive officer, or employee of the SolastoGroup (*1).
A person who, during any business year occurring within the past 10 years, is or was amajor shareholder (*2) of the Solasto Group, or the director, corporate auditor, corporate
officer, or employee of a company for which the Solasto Group is a major shareholder.
A person who is or was an executive (*4) of a major Solasto Group business partner (*3).
A person who is or was a trustee or other director, corporate auditor, corporate officer,
or employee of a corporation or foundation receiving significant donations (*5) from theSolasto Group.
Persons dispatched to or from the Solasto Group as a director, corporate auditor, or
corporate officer.
A person who is or was associated with the Solasto Group’s accounting auditor within
the past 5 years.
A person who is or was an attorney, Certified Public Accountant, or consultant receiving
significant monetary amounts (*6) or other assets from the Solasto Group.
A person who is the spouse, blood relative within two degrees, a cohabiting relative, orotherwise engaged in shared living with the following persons:(1) A Solasto Group business executive(2) A person who was a Solasto Group business executive during any fiscal year
occurring in the past 10 years.
(3) Persons deemed not independent based on the above 2 through 7
Other persons who, upon a substantive decision by the company, would have potential
conflicts of interest with Solasto Group general shareholders if serving as an outside
executive.

(Notes)1: “Solasto Group” refers to Solasto Corporation and its subsidiaries.
2: “Major shareholder” refers to a company, etc. directly or indirectly possessing voting rights
equivalent to 20% or more of total voting rights.
3: “Major business partner” refers to a company, etc. whose payments made or received fortransactions with the Solasto Group account for 2% or more of the Solasto Group’s orsaid business partner’s consolidated net sales during any fiscal year during the past
three fiscal years.
16

4: “Executive” refers to a person in the position of executive director, executive officer, or asenior management position of general manager or higher.
5: “Significant donation” refers to donations averaging 10 million yen annually or exceeding
2% of the recipient’s consolidated net sales or gross revenue, whichever is higher, overthe past three fiscal years.
6: “Significant monetary amount” refers to amounts averaging 10 million yen annually for anindividual, or exceeding 2% of an organization’s consolidated net sales for an
organization over the past three fiscal years.

17