Corporate Governance Regulations
Chapter 1 General Provisions(Purposes)
Article 1 These regulations stipulate the Company’s basic ideas to put the corporate
governance in place in order to achieve mid to long term corporate value improvements
based on the corporate philosophy which the Company upholds.
(Positioning of Regulations)
Article 2 By placing these regulations as important basic policies to raise corporate’s
and shareholders’ value for a mid to long term through the achievement of thecorporate philosophy, the Company shall strive to do the Company’s best in achieving
the matters provided in the regulations.
Chapter 2

Relationship with Shareholders(Ensuring Shareholder Rights)
Article 3 The Company shall make every effort to foster an appropriate environment
where the Company effectively ensures all shareholders’ rights taking into
consideration the importance of such rights and facilitate their appropriate exercise ofrights. In addition, the Company will strive to ensure timely and appropriate
information disclosure to ensure the rights and equal treatment of all shareholders.
(General Meeting of Shareholders)
Article 4

Recognizing General Meeting of Shareholders as a place for constructive

dialogue with shareholders, the Company shall strive to set up appropriate
environment where the Company effectively and equally secures all shareholders’rights and facilitates their appropriate exercise of their voting rights.
2. The Company shall make every effort to provide information in General Meeting of
Shareholders deemed to contribute shareholders in making appropriate decisions in
an appropriate and a clearly understandable manner by posting it on the Company
website, the Tokyo Stock Exchange website, etc. as needed.
3. The Company endeavor to set a day to hold General Meeting of Shareholders avoidingdays on which many companies hold shareholders meetings from the standpoint offulfilling constructive dialogue with shareholders and providing accurate information
for the purpose.

14. In addition to sending a convocation notice early 3 weeks prior to General Meeting of
Shareholders in principle to ensure adequate consideration period for shareholders on
the agendas, the Company shall strive to post the convocation notice (English andJapanese) on Stock Exchange timely disclosure system as well as on the Company’s
website prior to sending the notice. In addition, taking into account the ratio of
institutional and overseas investors among the Company’s shareholders, the Company
will strive to create an environment where the Company’s shareholders can exercise
voting rights using an electric voting planform for institutional investors so that theCompany’s shareholders can exercise voting rights smoothly at a General Meeting of
Shareholders.
5. The Company shall not only analyze reasons and a cause of increase when aconsiderable number of opposing votes were cast against a proposal by the company inGeneral Meeting of Shareholders, but also continue to fulfill accountability throughdialogue with shareholders so that the Company’s views are understood, while striving
to examine whether a dialog with shareholders and other means are necessary.
(Dialogue with Shareholders)
Article 5 In order to contribute to sustainable growth and the increase of corporate
value mid- to long-term through dialogue with shareholders, the Company shallappropriately handle a request from shareholders for dialogue (interview) as follows.
(1) The Department in charge of Corporate Governance shall respond to requests for
dialogue (interviews) in cooperation with IR Department, and the senior
management in charge of the Legal Department shall be appointed as the person
in charge of overseeing the response. And after confirming objectives of dialogue(interview) with shareholders, senior management members who are in charge ofLegal shall respond as needed.
(2) Upon such dialogue (interview) with shareholders, Department in charge ofCorporate

Governance

shall

share

information

withrelevant

internal

departments and ensure to coordinate in handling as well as report comments
gathered through dialogue (interview) with shareholders to senior management
members and Directors in the group in an appropriate and timely manner
striving to resolve the issues.
(3) In addition to the above, the Company shall strive to periodically send out suchinformation to Directors and senior management members in the group throughfinancial briefing sessions and other occasions. In addition, the Company shall
distribute video content of earnings presentations in Japanese and English via
webcast, while making efforts to participate in investors’ conferences held both inJapan and overseas.
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(4) The Company shall thoroughly manage information upon dialogue (interview)
with shareholders based on relevant internal regulations, endeavoring to prevent
insider information leaks.
(Capital Policy)
Article 6

The Company shall strive to reinforce financial standing for increasing

corporate value as well as consider and implement capital strategies that enable
investments and proactive returning profits to the Company’s shareholders.
2. Dividends to shareholders shall be determined holistically considering performancesand retained earnings with the highest priority placed on keeping stable dividend
distributions.
3. Retained earnings shall contribute to increasing corporate value through utilization,etc. to extending sales assets such as vending machines or investing to streamline
operations in addition to reinforcing financial standing.
4. When considering implementation of a capital policy that results in the change ofcontrol or in significant dilution, the Company shall make every effort to carefully
examine the necessity and rationale, ensure appropriate procedures, and provide
sufficient explanation to shareholders.
(Cross-shareholdings)
Article 7 The Company shall not, in principle, own cross-shareholdings.
Nevertheless, as there are some shares acquired for the purpose of creating business
opportunities and building, maintaining and strengthening relationships withbusiness partners and local communities, the Company shall evaluate and report on
the cost of holding major cross-held shares and the return on investment thereof inBoard Meeting, and work on reducing the cross-held shares based on such evaluation.
In addition, with regard to the exercise of voting rights for shares held by theCompany, the Company shall scrutinize the details of the proposal and consider
whether or not the proposal impairs shareholder value and what impact it may haveon the relationship with the Company, etc. before deciding on the exercise of the voting
rights.
(Anti-takeover Measures)
Article 8 In the event of a purchase of a significant amount of the Company’s shares,
the Company shall strive to proactively gather information and disclose information ina timely manner in order to ensure and increase the Company’s corporate value andmutual benefits with shareholders as well as take appropriate measures within thescope permitted by the laws and regulations and Article of Incorporation.

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2. When the Board deems necessary to adopt Anti-takeover Measures in order to ensure
and increase the Company’s corporate value and mutual benefits with shareholders as
mentioned in the preceding clause considering future trend of the society, the Company
shall consult in General Meeting of Shareholders for the implementation according to
the provisions of Article of Incorporation.
(Transactions between Associated Interested Parties)
Article 9 In the event the company engages in transactions with Directors, Executive
Officers or major shareholders, approval shall be gained in Board Meeting based on
statutory and internal regulations.
2. When the transaction is made as mentioned in the preceding clause between thecompany and Directors, Executive Officers or major shareholders, the important fact
shall be reported in Board Meeting.
Chapter 3

Relationship with Stakeholders(Relationship with Stakeholders)
Article 10 The Company shall increase corporate value by gaining trust from various
stakeholders through activities that offer values to each individual with clearly
identified raison d'etre of the company.
2. The Company shall stipulate the corporate philosophy to be the basis of all activities
and the “Code of Business Conduct & Ethics” to be the specific guiding principles andjudging criteria for each employee to observe in order to achieve the preceding clauseand fully spread within the group.
(Relationship with Local Communities)
Article 11

The Company shall value environment and connection with the local

communities that the Company have been nurtured over the years, and make efforts
for realization of co-creation of values (CSV).
2. The Company shall take environmental risk preventive measures by paying attention
to environmental stewardship in every aspect of business activities including operationof a system aimed at reducing environmental burden in daily tasks in order to realize
a sustainable society.
(Relationship with Consumers and Customers)
Article 12 The Company shall aim to be the preferred partner for all customers, andsincerely and appropriately respond to them in good faith.
2. The Company shall sincerely and appropriately respond to inquiries or complaints
from consumers in good faith.

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(Relationship with Employees)
Article 13 The Company strive to create an environment where each employee's humanrights and individuality are respected and employees can exert their ability, and toincorporate various values and ideas proactively.
2.

The Company shall continue to set up and maintain internal whistle-blowing system
and make efforts to have the Board oversees the operation status so that theCompany’s employees (including partner employees), etc. can report information on
illegal or inappropriate behavior, disclosures, or any other serious concerns without
concerns for a danger to suffer a loss, as well an objective assessment and appropriate
use of the reported issues or doubts can be made.
Chapter 4

Information Disclosure and Ensured Transparency(Timely and Appropriate Information Disclosure)
Article 14 The Company will aim to become a company who is trusted by the society
and discloses information in an easy to understand, timely, appropriate, accurate andunderstandable manner to ensure transparency, fairness, and sustainability so that allof the Company’s shareholders, investors, and other stakeholders inside and outside
Japan can correctly understand the company group.
2.

The Company will disclose the company information pursuant to the Company Act,
Financial Instruments and Exchange Act, and other laws and regulations inside andoutside Japan and as defined by the “securities listing regulations” of the stock
exchanges (hereinafter “Timely Disclosure Regulations”). In addition, as for thedisclosure of non-financial related information, not subject to the Timely Disclosure
Regulations or the like, the Company strive to proactively disclose information deemed
relevant for investment decisions and promoting their understanding of the Group.

3.

The Company will strive to proactively disclose the information, including the onethat is not subject to the timely information disclosure regulations and so forth when
so deemed useful for making investment decisions and understanding the company
group.
(Appropriate Executions of Audits by External Accounting Auditors)

Article 15

Recognizing that external accounting auditors assume important

responsibilities for shareholders and investors, the Company shall respond properly inensuring appropriate audits.

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2. Audit and Supervisory Committee shall obtain necessary information and reports
from internal relevant departments as well as from accounting auditors on external
accounting auditors, examine every period based on assessment criteria and confirm
appropriateness of accounting auditors’ duty execution status, audit structure,
independence and expertise for appointment, dismissal and reappointment ofaccounting auditors.
3. The Board and Audit and Supervisory Committee shall handle the following in orderto ensure appropriate audits.
(1) Secure appropriate audit dates and audit structure.
(2) When requested by external accounting auditors, set up a meeting with top
management including Representative Directors and Executive Corporate
Officers.
(3) Ensure coordination among external accounting auditors, Audit and Supervisory
Committee and internal audit departments.
(4) When pointed out by external accounting auditors, Representative Directors,
Directors in charge or department managers in charge shall each take necessary
measures.
Chapter 5

Corporate Governance Structure(Basic Ideas Behind Corporate Governance Structure)
Article 16

The Company shall build a structure that enables greater management

efficiency, transparency as well as enhancement of corporate and shareholder values.
2. With the aim of further extending Corporate Governance by reinforcing audit andoversight functions of the Board and enhancing corporate value through greatersoundness and efficiency enabled by speedy decision-making and operation executions
with delegated authorities, the Company shall adopt the form of a company with an
Audit and Supervisory Committee.
3. In order to separate the decision-making as well as management oversight andoperation execution functions, the Company shall adopt the system of Executive
Officers, and enhance deliberations on especially important matters in the Board
Meeting by entrusting part of decisions on important operational executions to
Directors as well as accelerate management decisions on other matters by the
management.
4. The Company shall take necessary measures to extend and reinforce Corporate
Governance structure other than the aforementioned matters.

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(Roles and Responsibilities of Board Meeting)
Article 17 With due attention to their fiduciary responsibilities and accountability toshareholders, the Board shall assume roles and responsibilities appropriately in orderto enhance efficiency and transparency of management, enable sustainable growth of
the Company’s group and increase mid- to long-term corporate value.
2. The Board shall engage in constructive discussions for setting strategic directions andspecific management plans based on the company's corporate philosophy, the Company
raise and resolve the following matters based on the discussions.
(1) Matters on basic policy for management(2) Matters on management structure and the management & officers responsibleof executions(3) Matters on the company's organization and human resources(4) Matters on shareholders and shares(5) Matters on corporate assets(6) Matters on corporate organizational structure and M&A(7) Other important matters, etc.
3. The Board shall strive to set up a necessary environment where Directors andExecutive Officers in the group can make decisions assuming appropriate risks andexecute operations in order for the group to achieve sustainable growth and to enhancemid- to long-term corporate value.
4. From an independent and objective standpoint, the Board shall strive to oversee
Directors and Executive Officers in the group with high level of effectiveness and shallestablish appropriate internal control and risk management systems.
(Roles and Responsibilities of Audit & Supervisory Committee)
Article 18

Audit and Supervisory Committee shall strive to ensure effectiveness ofaudits from independent and objective standpoint in light of the institution as the sole
discussion and resolution entity to form opinions on audits based on fiduciary
responsibility to shareholders.
2. Audit and Supervisory Committee shall validate reports received from Directors(Executive Directors etc.), employees and accounting auditors as well as investigate
matters on corporate operations and financial standings.
3. Audit and Supervisory Committee shall provide Directors (Executive Directors etc.) or
employees opinions and express opinions such as solicitations positively andproactively as well as take necessary measures in a timely manner including
enjoinment of acts by Directors (Executive Directors).

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4. Audit and Supervisory Committee shall ensure the company’s transparent and fairdecision-making and strive to set up an environment where the company can makespeedy and decisive decision-making without considering the scope of its role
excessively limited while endeavoring to express opinions to Directors and employees
positively and proactively.
5. Audit and Supervisory Committee shall establish the Secretariat of the Audit andSupervisory Committee to maintain high level of information collection capability.
6. Audit and Supervisory Committee shall strive to ensure and raise effectiveness ofaudits by considering matters on information sharing and coordination with Outside
Directors who are not serving on Audit and Supervisory Committee.
(Nomination of Director Candidates)
Article 19 Up to 10 Directors (excluding those who serve on Audit and Supervisory
Committee) and up to 7 Directors who serve on Audit and Supervisory Committee shallbe appointed as stated in Article of Incorporation as quota.
2. Out of the Directors mentioned in the previous clause, one-third or more shall be
Independent Directors. In addition, as for the Directors who serve on the Audit andSupervisory Committee, mentioned in the previous clause, at least 2 shall be
Independent Directors.
3. Composition of Directors shall be appropriately balanced overall with those equippedwith diverse insight and expertise on corporate management, financial strategies, risk
management and statutory compliance.
4. Nomination of candidates for Executive Directors shall be made by the Board, whichappropriately evaluates, from an independent and objective standpoint, the level ofcontributions and the future potential of the candidates based on the Company’s
evaluation system.
5. Nomination of Outside Director candidates shall be made by the Board, whichappropriately judges, from an independent and objective standpoint, those who arelikely to make a significant contribution to the enhancement of the Company’s
corporate value.
6. In nominating Director candidates who also serve on Audit and Supervisory
Committee, at least one person shall be nominated who have appropriate knowledge
and insight on financial and accounting matters.
7. Procedures to nominate Director candidates shall be determined by the Board on thebasis of proposals submitted by the Audit and Supervisory Committee which includes
multiple Independent Directors.

88. When the Company’s Directors concurrently serve as Executive Officers of other listedcompanies, the number of concurrent positions shall be kept to rational range and suchstatus shall be disclosed every year.
(Independent Directors)
Article 20 In light of expected roles and responsibilities to contribute to sustainablegrowth and the increase of mid- to long-term corporate value, the Company shallappoint one-third or more Independent Directors who are fully equipped with suchqualities, and among those Independent Directors, 1 or more are required to havemanagement experience at other companies.
2. The Company determines Outside Directors (including candidates) are fully
independent from the Company when all the following requirements are deemed not
applicable as a result of survey done under the scope reasonably feasible.
(1) Executive Officer of our company or the Company’s affiliates at present and forthe past 10 years(2) The Company’s major business partner or (and) its Executive Officer at present
and for the past year (that constitutes more than 2% of their consolidated
revenue in the recent fiscal year)(3) The Company’s major customer or (and) its Executive Officer at present and forthe past year (that constitutes more than 2% of the company’s consolidated
revenue in the recent fiscal year)(4) Consultants, C.P.A. or attorneys who receive more than 10 million yen a year atpresent and for the past year besides the Company’s executive compensations
from the company(5) Entity or its Executive Officer that receives the Company’s donations of morethan 10 million yen a year at present and for the past year(6) Relative within the second degree of relationship to those applicable to 1-5 above
3. The Company expect Independent Directors to assume the following roles andresponsibilities.
(1) Provide opinions and advices on management policies and management
improvements based on own knowledge and insights from the standpoint ofpromoting the company’s sustainable growth and increasing mid- to long-term
corporate value.
(2) Conduct management oversight through important decision-making in Board
Meeting including appointment of Director candidates, appointment anddismissal of corporate officers in the group.
(3) Oversee conflict of interest among company, the management and major
shareholders.
9(4) Incorporate opinions of stakeholders including minority shareholders to theBoard appropriately from independent standpoint from the management andmajor shareholders.
4. When a request is made from and Independent Director to provide a place to share
information and understanding from independent and objective standpoint apart from
Board Meeting in order to actively contribute to discussions in Board Meeting, theCompany shall respond quickly.
5. When a request is made from and Independent Director to set up a system to contact
and coordinate with Executive Directors apart from Board Meeting, the Company shall
respond quickly.
(Remuneration of Directors)
Article 21

The Company sets up remuneration of Directors at the level where theCompany can recruit and maintain human resources who are capable in enhancing
soundness, transparency and efficiency of businesses, increasing mid-to long-term
corporate value and increasing the Company’s shareholder value under the frameworkthat allows linkage with performances of the Company.
2. The remunerations of Directors (excluding those who serve on Audit and Supervisory
Committee) shall consist of fixed payments and payments that vary depending on theperformance of the company, etc. to reflect the responsibilities and contribution to thecompany’ performance of Directors, and shall be determined by Representative
Directors authorized by the Board based on the criteria set by the Board and the
proposals submitted by the Audit and Supervisory Committee which includes multiple
Independent Directors.
(1) Fixed remunerations of Directors (excluding those who serve on Audit andSupervisory Committee) shall be determined based on their positions,possession of representative rights and responsible duties.
(2) The payments that vary depending on the performance of the company, etc.
shall be determined subject to Executive Directors based on company
performances and the level of contributions by each individual to theperformances.
3. The remunerations of Directors who also serve on Audit and Supervisory Committee
shall be determined through discussions among themselves.
(Fiduciary Responsibilities of Directors)
Article 22

With due attention to their fiduciary responsibilities to shareholders,

Directors shall secure the appropriate cooperation with stakeholders and act in theinterest of the Company and the common interests of its shareholders.
10(Executive Officers)
Article 23

Executive Officers shall acknowledge their fiduciary responsibilities toshareholders and strive to act for mutual benefits with shareholders as well for the
corporate interests, while ensuring appropriate cooperation with stakeholders.
2. Executive Officers shall assume important operational authority and responsibilities
within the group.
3. Executive Officers shall be appointed by resolution of the Board of Directors, whichappropriately judges from an independent and objective standpoint, the level ofcontribution and the future potential based on the Company’s evaluation system, on
the basis of proposals submitted by the Audit and Supervisory Committee including
multiple Independent Directors.
4. Directors (excluding those who serve on Audit and Supervisory Committee) may
concurrently serve as Executive Officers.
(Appraisal of the Board)
Article 24 The Board shall increase its functions by conducting analysis and appraisal
for overall effectiveness of the Board every year.
(Activation of Deliberations in Board Meeting)
Article 25 Board Meeting strives to cultivate a culture where constructive discussions
and opinion exchanges freely and vigorously are upheld including issue raising by
Outside Directors.
2. The Company shall strive to activate deliberations in Board Meeting, while ensuring
the following handling of its operations.
(1) Board Meeting materials shall be distributed in beforehand in a timely manner.
(2) Board Meeting materials shall be provided in a manner sorted and analyzed sothat the key points are easily understood.
(3) Annual Board Meeting schedule and expected matters for deliberation shall be
determined in advance.
(4) Number of matters to be deliberated and frequency to hold the meeting shall be
set appropriately.
(5) Deliberation time shall be fully secured.
(Acquisition of Information and Support Structure)
Article 26

The Company shall strive to set up the following environment to enable

Directors to assume their roles and responsibilities effectively.
(1) To be able to request the company for additional information when deemednecessary by Directors from the standpoint of contributing to the company’stransparent, fair, speedy and decisive decision-making.
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(2) To enable Directors who also serve on Audit and Supervisory Committee to obtain
information appropriately including exercising investigation authority based onlaws and regulations.
(3) To be able to gain advices from external subject matter experts at the company’s
expenses when deemed necessary by Directors.
(4) To enable coordination between internal audit departments and Directors andprovision of necessary information to Outside Directors in an appropriate and an
accurate manner by establishing a system such as where internal audit
departments makes reports directly to the Board and Audit and Supervisory
Committee.
(5) The Board and the Audit and Supervisory Committee shall confirm whether
information requested by Directors has been provided smoothly or not.
(Trainings)
Article 27 The Company shall strive to provide opportunities for Directors including
Outside Directors to take trainings and public seminars for gaining knowledge
required on the Company group’s businesses, finance and organizational structure
deemed necessary to fulfill their expected roles and statutory responsibilities.
2. The Company shall also strive to provide internal/external trainings deemednecessary for Executive Directors and Executive Officers in order to develop successors
who demonstrate higher level of leadership.
3. The Board shall make every effort to check the status of whether such measures has
been implemented properly as needed.
Chapter 6 Others(Disclosure of Regulations)
Article 28

The Company shall disclose the Regulations in order to fulfill fiduciary

responsibility to shareholders and accountability to various stakeholders.
(Revisions or Amendments of Regulations)
Article 29 Revisions or Amendments of those Regulations shall be made by resolutionof the Board Meeting.

12Chapter 7

Supplementary Provisions

1. These Corporate Governance Regulations shall be established and implemented on
January 1, 2018.
2. These revisions to the Regulations shall take effect on March 26, 2019.
3. These revisions to the Regulations shall take effect on May 13, 2020.
4. These revisions to the Regulations shall take effect on December 30, 2021.
5. These revisions to the Regulations shall take effect on March 26, 2024.

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