Corporate Governance
CORPORATE GOVERNANCEIMAGICA GROUP Inc.

Last update: July 10, 2023

IMAGICA GROUP Inc.

President and Representative Director,
Nobuo Fuse
Contact: Senior Managing Executive
Officer, Masakazu Morita
Code: 6879
https://www.imagicagroup.co.jp

The status of corporate governance at our company is as follows.

I Our fundamental approach to corporate governance, capital structure, corporate attributes, and other basic
information

1． Fundamental Concept
Our management philosophy is to create new value with a sincere spirit and to be a visual communications group that provides "surpriseand excitement" to people around the world. Recognizing that corporate governance is a key issue for our group management in achieving
these goals, we are working on various measures to improve management transparency, achieve compliance, and speed up decisionmaking.
To properly turn these corporate governance concepts into reality, we have set forth basic ideas and action policies concerning internal
controls in our Basic Policy for the Development of Internal Control Systems.
On November 30, 2021, we revised our Corporate Governance Guidelines, which indicate the fundamental stance of the group withregard to corporate management and corporate governance, and have posted the guidelines on our company website.
Fundamental concepts concerning corporate governance: https://www.imagicagroup.co.jp/ir/philosophy/governance.html
Please refer to the relevant items in this report for information on specific corporate governance initiatives at our company.

Reasons for not implementing individual principles of the Corporate Governance CodeWe implement all of the principles in our Code.

Disclosure based on the principles of the Corporate Governance CodeUpdatedInformation on each principle is based on the Code following revision in June, 2021.
(Principle 1.4) Cross-shareholdings
From the perspective of strengthening business alliances, business relationships, and collecting information, our company holds sharesof companies that we believe will contribute to the improvement of our medium-to-long-term corporate value. For each stock held, thepurpose of holding it and risks/benefits associated with holding it are carefully examined and weighed against matters such as capital cost,etc., and the Board of Directors inspects the suitability of holding them every year. As a result of performing an inspection, the Board of
Directors will reduce the number of stocks for which we have determined would no longer be reasonable to hold.
To exercise our rights as a shareholder, we will exercise our voting rights for all agenda items, taking into consideration the management
situation of the held company from the perspective of improving its corporate value over the medium to long term, and appropriately judge
the pros and cons for each agenda item.
(Principle 1.7) Related party transactions
At our company, the approval of transactions between the company and directors, and the approval of competitive transactions bydirectors, are specified in our Board of Directors Regulations as matters for discussion by the Board of Directors. Reports are also made to
the Board of Directors after the execution of transactions. Transactions between directors and corporations that are, in practice,controlled by directors require resolutions by the Board of Directors. Once a year, following the end of the fiscal year, we investigate
whether any such transactions took place during the fiscal year, and have established a structure for managing important transactions
between related parties. In order to protect the interests of shareholders, the company strives to prevent officers and other parties
concerned in the company from abusing their positions and engaging in transactions that are contrary to the interests of the company andits shareholders.
(Supplementary Principle 2.4.1) Ensuring diversity in the appointment of core talent, etc.
Under our G-EST2025 Mid-Term Plan, our group aims to grow globally. As a means of promoting diversity, we are transforming ourselves
into a workplace that encourages the active participation of female leaders and promotes and accepts the appointment of foreign nationals,
and are making use of veteran talent.
Approach to ensuring diversity
In order to achieve our G-EST2025 Mid-term Business Strategy, we will actively and continuously hire and train women, foreign nationals,
and talent having various work histories and skills, and will appoint these persons to managerial positions. We will further develop a work
environment that maximizes the characteristics and abilities of every individual and will provide education at the management level.
Current status and goals for ensuring diversity
As of March 31, 2023, the percentage of women in managerial positions at our group's domestic operating companies was 13.3% andthe employment rate of foreign nationals was 1.9%. We are aiming to increase these ratios in the future.
Our talent development policy for ensuring diversity, our internal environment development policy, and the status of these:
Our group is undertaking the following initiatives to ensure diversity.
・ Continuation of recruitment aimed at new graduates and mid-career recruits
・ Active recruitment of foreign nationals, especially as creators and engineers.

・ Personnel exchanges with overseas subsidiaries.
・ Creating an environment where foreign nationals can work comfortably.
・ Awareness of the current situation through data analysis and questionnaires aimed at increasing the motivation of women to be promoted to
managerial positions.
・ Development of an environment and systems that allow women to take more active roles and that allow unification of reduced working
hour periods during childcare leave, including support and securing of substitute personnel for individuals using the work-life balance
support system, elimination of long work hours and difficulties associated with taking time off, promotion of working from home, andpromotion of childcare leave for men
・ Designing and implementing training to promote the growth of female managers, and creating role models.
(Principle 2.6) Functioning of corporate pension funds as asset owners
None of the companies in the group have a corporate pension plan, so this does not generally apply.
(Principle 3.1) Full disclosure of information(i) We post our Group Management Philosophy, as well as our group direction and Mid-Term Plan in line with that philosophy, in theform of messages from our President on our website, in our shareholder newsletter, etc.
Group Management Philosophy: https://www.imagicagroup.co.jp/about/philosophy.html
G-EST2025 Mid-Term Plan: https://www.imagicagroup.co.jp/ir/individual/about/plan.html
Financial results briefing materials: https://www.imagicagroup.co.jp/ir/library/(ii) Our fundamental concepts concerning corporate governance are described on our website and in our corporate governance reportand securities report. Fundamental concepts concerning corporate governance:
https://www.imagicagroup.co.jp/ir/philosophy/governance.html(iii) Compensation for directors (excluding directors who are Audit and Supervisory Committee members) is determined by the Board of
Directors based on the results of deliberation and recommendations by the Personnel Advisory Committee. Compensation for directors
who are Audit and Supervisory Committee members is determined through discussions with the Audit and Supervisory Committee. The
total amount is set within the range of compensation decided at General Meeting of Shareholders.
Calculation criteria for director and executive officer compensation consisting of "basic compensation," "variable compensation," and"transfer-restricted stock compensation" are formulated and set on the basis of our rules for executive compensation, with details of thecalculation criteria as follows.
・ Basic compensation: Set according to a compensation table based on the scope of role of individual positions. The calculation uses a coefficientfor each position, with that of the President set to 1.
・ Variable compensation: A variable compensation rate is determined from the level of operating margin before goodwill and otheramortization (5% standard) in the previous year and from KPI points with 33% of basic compensation as a standard, and is thenmultiplied by the amount of basic compensation. It ranges from 0% to 72%.
・Stock-based compensation: This is linked to the level of net income (loss) before income tax in the previous fiscal year for the
consolidated group with 33% of basic compensation as a standard. It ranges from 1,000 shares to 33%.
As performance-linked compensation and restricted stock compensation are not appropriate for Audit and Supervisory Committee
members and outside directors who are in positions independent of the execution of business, only basic compensation is paid.
Details of executive compensation are stated in the securities report.
Securities report: https://www.imagicagroup.co.jp/ir/library/securities-reports.html(iv) Our company has established the following policies and procedures for the appointment of candidates for directors and for the dismissal of
directors.
Policies
1. Appointment proposal criteria
In the proposal of nominations, candidates for both internal director and outside director must meet all of the criteria listed below.
[Internal director](1) Possesses the excellent character and insight to comply with the group's corporate philosophy(2) Has a good understanding of the group's history, corporate culture, and employee characteristics, and thorough insight andknowledge concerning the group's business(3) Is able to create and execute concrete proposals for management strategy and action plans that continuously enhance the corporate valueof the group and can contribute to medium- to long-term corporate value, based on the group's business environment, competitive trends,
corporate philosophy, etc.
(4) Continuously strives to review and improve the group's management strategies and action plans(5) Is able to attentively monitor changes in the market that concern the group's industry and the value that the group provides, and to engage
in constructive discussions concerning the direction the group should take(6) Undergoes officer training as set forth by the company, and acquires knowledge of finances and of the legal duties and responsibilities tobe observed as a director[Outside director](1) Possesses the excellent character and insight to comply with the group's corporate philosophy(2) Possesses high-level professional knowledge and abundant experience in corporate management, financial accounting, taxation,
law, or other specialized field(3) Has a good understanding of the characteristics of the company group, welcomes content proposed by business executive directors for thesustainable enhancement of the corporate value of the group, performs supervisory functions based on appropriate risk management in Boardof Directors meetings, and can be expected to contribute to constructive investigations that contribute to significant increases in corporate
value(4) Independent outside directors must meet the independence criteria set by our group.
2. Criteria for proposal of dismissal
If any of the criteria listed below are met, dismissal may be proposed.
(1) The individual has violated laws, ordinances, the Articles of Incorporation, or other rules of the group, causing significant
loss or hindrance to the business of the group(2) The individual is recognized as having relationships with antisocial forces that would be criticized socially(3) The individual causes a significant hindrance to the execution of duties.
(4) Based on changes in the external environment and business performance, it has
become clear that the appointment criteria requirements are lacking.
Procedures
The procedure for dismissal or appointment of a board member candidate is as follows.
1. Appointment procedure(1) Every year (or every two years for directors who are Audit and Supervisory Committee members), the eligibility of incumbent directors
is judged on the basis of nomination criteria.
(2) If an individual is deemed to lack qualification, the nomination of a candidate will be considered on the basis of successor plans.
(3) If there is an increase in the number of directors, the selection of candidates will be considered based on the selection criteria andthe successor plan.
(4) Following deliberation of (1) ~ (3) by the Personnel Advisory Committee, the matter will be presented and deliberated at a Board of Directors
meeting (with consent of the Audit and Supervisory Committee required for a director who is an Audit and Supervisory Committee member).
Candidates for director will be decided upon and will be submitted at General Meeting of Shareholders.
2. Dismissal procedure
In the event that matters falling under criteria for dismissal have been confirmed, the dismissal of a representative director will be deliberated
by the Personnel Advisory Committee, and will be submitted to and decided by the Board of Directors. In the dismissal of a director, thePersonnel Advisory Committee deliberates the dismissal proposal and determines the policy (with consent of the Audit and Supervisory
Committee required for a director who is an Audit and Supervisory Committee member), and takes action in accordance with the provisionsof the Companies Act, etc.
(v) Reasons for nomination and designation of candidates for internal and outside
directors are stated in the Notice of Convocation of General Meeting of Shareholders.
Notice of Convocation of General Meeting of Shareholders:
https://www.imagicagroup.co.jp/ir/library/stockholders-meeting.html
When a dismissal is carried out, it will be disclosed at a time and in a manner appropriate, in accordance with policies and procedures.
(Supplementary Principle 3.1.3) Sustainability initiatives, etc.
In recent years, the global and social environment have been undergoing change on a daily basis. As increasingly severe climatechange, water and food shortages associated with population growth, the sustainability of resources and energy, and other global issues
worsen, sustainability has become an issue that must be addressed by society as a whole. In light of these circumstances, we havedecided to develop our SDG initiatives and advance overall sustainability activities in a comprehensive and cross-sectional manner.
Sustainability policy
Under our Group Management Philosophy of acting as a "visual communications group that provides the world with 'surprise andexcitement'," IMAGICA GROUP will contribute to the achievement of a prosperous and sustainable society by achieving sustainablegrowth for our group and by responding to the diverse needs of society through activities centered on imaging.
Guidelines for conduct• We will deliver "surprise and excitement" to people all over the world through our earnest efforts in varied enterprises, moving in step with"imaging."• We will achieve fair, transparent, and trustworthy management through sincere dialogue with all of our stakeholders.
• Through collaboration with varied partners, we will contribute to the development of local communities and the resolution of social issues.
(1) GovernanceWe established Sustainability Committee in FY2023 to formulate important policies and initiatives related to sustainability for the entire
group and to reflect these in our management strategies. The Sustainability Committee is chaired by President and Representative
Director and is composed of 12 members, including executive officers of the company and the presidents of the company's direct
subsidiaries. It is convened regularly, with the human resources, general affairs and corporate management divisions serving as
Secretariat. This committee and the Risk Management Committee work in a comprehensive and cross-sectional manner on activities
related to overall sustainability, including human capital management, climate change response, risk management, and SDGs. The
Committee will identify sustainability-related risks and opportunities that could affect the group's management policies and strategies inthe short, medium, and long term, and will examine goals and countermeasures.
The Committee will also report and make recommendations to the Board of Directors on a regular basis, and the Board of Directors will provide
oversight and direction on the policies and initiatives.
(2) Risk management
The group has formed a Risk Management Committee that spans the group companies. The Committee will evaluate and identify risks
and opportunities related to climate change, including large-scale natural disasters, along with the risks they pose to our business, andwill report and make recommendations on key risks to the Board of Directors in cooperation with the Sustainability Committee.
(3) Human capital initiatives(Integration of management strategy and human resource strategy)Our G-EST2025 Mid-Term Plan notes our business strategies of "Expansion of business globally", "Establishment of a new live business","Creation of new value in the Imaging Systems & Solutions business area", "Expansion of game-related business", and "Complete
Transformation in the 'Transformational business'." Our group's basic approach to human capital management is to secure, develop, andactivate the talent necessary to enhance the feasibility of these business strategies.
Talent development policy
Engineers and creators in the visual media industry play important roles in supporting video production in terms of both technology andexpression, enabling the delivery of new imaging experiences. We undertake talent development at all of our operating companies to let
all individuals demonstrate their expertise and improve their technical skills. In engineering talent, we also make efforts toward industryacademia collaboration and have established the Advanced Research Group, a group R&D organization that engages in joint researchwith universities in Japan and overseas in collaboration with our operating companies.
Across the group, we also conduct systematic training to develop global mindsets and global leadership training to nurture global talent, as
well as training for young employees and managers at all levels of the organization. In terms of group management, we also systematicallyundertake training for the development of next-generation management talent, with the aim of discovering and fostering creative leaders
who understand the strengths of our businesses, create new businesses that transcend organizational barriers to generate synergies, andpossess the determination and energy to drive these businesses forward.
Internal environmental improvement policy
In order to act as a group, we are also working to improve our internal environment through efforts including the communication of ourgroup philosophy, group management governance, platforms for collaboration, and the creation of comfortable work environments. The"4We's" was created through discussions between management and group employees as a clear statement of the values shared by allgroup employees. "4We's" is the shared code of conduct for the IMAGICA GROUP, communicated and shared with group employees asappropriate through means including group-wide new employee training, group newsletters, and emails from the President.
In addition to these actions, we have prepared mechanisms for cooperation among group companies, including the introduction of atalent management system for centralized administration of management talent and management position candidates at domestic groupcompanies, and an intra-group recruitment system by which employees can apply for talent positions within a group company and betransferred to that company for a fixed term. To create comfortable work environments, we are implementing the use of remote work andhot desking, development of ICT infrastructure, health management initiatives (lowering of the age for physical examinations, mental
health check-ups, promotion of work-life balance, etc.), and diversity and inclusion initiatives (hiring of foreign employees for creative andengineering positions, promotion of childcare leave for men, and training and promotion of female leaders).
Our sustainability initiatives are listed on our company website.
Sustainability site: https://www.imagicagroup.co.jp/sustainability/(Supplementary Principle 4.1.1) Scope of delegation to management
The Board of Directors of our company bears oversight functions for the execution of business and makes important decisions regarding
the company as a whole through resolutions required by law and through deliberations and resolutions on matters for discussion by the
Board of Directors, as stipulated by the company's Board of Directors Regulations. The Board of Directors Regulations, the Administrative
Authority Regulations, and the Group Company Management Regulations set agenda proposal standards addressing the importance ofmatters to management, such as item-specific monetary standards, while also clearly setting the authority for decision-making andapprovals of all decision-makers in the management team, including the President and executive officers.
(Principle 4.9) Qualifications and criteria for determination of independence for independent outside directors
The company determines the independence of independent outside directors based on independence criteria, etc. indicated by financial
instruments exchanges. In the appointment of independent outside directors, through deliberations by the Personnel Advisory Committee
and thorough deliberations by the Board of Directors, the company nominates candidates who can be expected to contribute to frank,
active, and constructive discussions in Board of Directors meetings.
(Supplementary Principle 4.10.1) Use of voluntary mechanisms
Our company has established the Personnel Advisory Committee as an advisory body to the Board of Directors with the aim of further
improving the transparency of operations related to the personnel and treatment of executives. The Personnel Advisory Committee
engages in deliberation and examination of successor plans and policies involving the details of compensation for directors and executive
officers, compensation for individual directors, successor plans, nominations, dismissals, etc., and submits agenda items to the Board of
Directors. As of the date of submission, the Personnel Advisory Committee consists of four members: Chairman of the Board Fumio Nagase
as a chairman of the Committee, independent outside director Atsuko Murakami, and independent outside director and Audit and Supervisory
Committee members Osamu Chiba and Taketo Yamakawa.
(Supplementary Principle 4.11.1) Concepts concerning the balance, diversity, and scale of the Board of Directors as a whole
It is currently composed of five directors (excluding the directors who are Audit and Supervisory Committee members), which is anappropriate number. As for internal directors, we have appointed individuals who have specialized knowledge and a large amount ofexperience in each field related to the imaging-related business so that appropriate decisions can be made. In addition, we haveappointed outside directors who have a wealth of experience and knowledge in fields such as business management, finance, and global
business.
In addition to these five directors, there are three directors who are Audit and Supervisory Committee members. The outside directors
who are Audit and Supervisory Committee members are lawyer, certified public accountant and executive of other company who havehigh-level knowledge in their respective fields.
In this way, the overall Board of Directors has a structure that takes into consideration the balance and diversity of knowledge,
experience, and abilities. Details can be found in the provided skill matrix.
(Supplementary Principle 4.11.2) Concurrent posts of directors
The status of concurrent posts held at other companies by directors is disclosed annually in the Notice of Convocation of a General
Meeting of Shareholders, our securities report, corporate governance report, etc. Concurrent posts of directors at listed companies otherthan in our group are kept within a reasonable limit.
Notice of Convocation of General Meeting of Shareholders:https://www.imagicagroup.co.jp/ir/library/stockholders-meeting.html
Securities report: https://www.imagicagroup.co.jp/ir/library/securities-reports.html(Supplementary Principle 4.11.3) Analysis and evaluation of the effectiveness of the Board of Directors
Our company conducted an anonymous questionnaire-based survey of all directors regarding the operation, etc. of the Board of Directors

and conducted analysis and evaluation of the effectiveness of the Board of Directors as a whole in June 2023, as follows.
1. Overview of questionnaire-based self-evaluation
Survey for: The Board of Directors held in the recent 12 months (June 2022 to May 2023)
Evaluated by: All directors
Surveyed in: June 2023
Items evaluated: Composition of the Board of Directors / Operational status and support system / Through deliberation of important issues /Performance of supervisory functions / Handling of issues
2. Evaluation results regarding the effectiveness of the Board of Directors and future measures
The composition of the Board of Directors, the scope and volume of agenda items submitted, the assurance of opportunities for informationacquisition by outside directors, and other matters were evaluated to be appropriate overall.
At the same time, it was recognized that amid ongoing changes in the environment in the imaging-related market in which the group
operates, topics indicating major directions for corporate strategy and deliberations on medium- and long-term issues and risks should befurther deepened and implemented.
While the survey found that certain improvements had been made with respect to issues raised in the previous survey, we will further strive
for regular deliberations concerning business issues and strategies.
(Supplementary Principle 4.14.2) Training policy for directors
In principle, the company appoints individuals who already possess the qualifications as a director. However, we also conduct training
for executives using external training institutions with costs paid by the company, for case study content related to the legal duties andresponsibilities to be observed as an executive (under the Companies Act and Financial Instruments and Exchange Act), financial
knowledge and corporate analysis, and judgment and conduct as a director. When inviting independent outside directors, the company
provides opportunities for individual briefings on our management strategy, details of our business and finances, etc., and conductsorientation with content including inspection tours of major operating companies.
The company conducts executive training for its executive officers and for the directors, executive officers, and corporate auditors ofgroup companies, with a focus on the Companies Act, the Financial Instruments and Exchange Act, and corporate governance, and with
objectives as outlined below. In FY2021, 35 underwent the training; 10 are scheduled to undergo the training in FY2023.
• To ensure compliance with the Corporate Governance Code as a listed company• To equip directors and corporate auditors (executives) with necessary basic knowledge• To raise and entrench awareness of compliance(Principle 5.1) Policy for constructive dialogue with shareholders
The status of the company's dialogue with shareholders during the most recent fiscal year is as follows.
(1) Primary contact person for dialogue: The Corporate Communications Group of the Corporate Management Department serves as the point ofcontact for the company, and the President and Representative Director and Senior Managing Executive Officer who serves as Group CFO
engage in dialogue with shareholders.
(2) Overview of shareholders involved in dialogue: Through financial results presentations and individual meetings, the company
engaged in dialogue with sell-side analysts and fund managers/analysts primarily from domestic and Asian institutional investors. We
conduct financial results presentations for institutional investors and analysts twice a year in a hybrid format of online and in-person
participation. In addition to online presentations for individual investors, in FY2022 we produced a company briefing video in which the
President and Representative Director and a moderator discuss the company in an interactive format, and we distributed the video on
YouTube.
(3) Themes of the dialogue: In addition to an overview of our most recent financial results, main themes included the progress of our Mid-Term Plan
and the market environment for our overseas business.
(4) Status of feedback from dialogue: Questions asked at financial results presentations, dialogue at individual meetings, and comments
and opinions from shareholders are reported quarterly to members of management and to the Board of Directors as appropriate. Based on
dialogue with shareholders, we are also enhancing information disclosure through means such as webcasting archived video after
financial results briefings and the posting of Q&A on our website.
[Actions to achieve management with awareness of the cost of capital and our stock price]
We recognize that our shareholder's equity cost is 7-8%. The goal of the company is an ROE of 8% or higher, exceeding theshareholder's equity cost. Specifically, we aim to achieve an operating margin of 8% before goodwill and other amortization in FY2025 asstated in our Mid-Term Plan, and to achieve ROE of 8% or more by improving the soundness and efficiency of our balance sheet.
In dialogues with shareholders and investors, we perform appropriate management of insider information in accordance with insider-trading
prevention regulations, set the two-week period before the announcement of financial results as a blackout period for IR activities, and restrict
dialogue with shareholders and investors.

2． Capital structure
Foreign shareholding ratioLess than 10%

Status of major shareholders

UpdatedName ororganization
nameNumber of shares
owned

Ratio (%)

Creato Ltd.

20,642,247

46.29

Custody Bank of Japan, Ltd. –Trust Account–

4,992,900

11.19

The Master Trust Bank of Japan, Ltd. –Trust Account–

1,837,400

4.12

GOVERNMENT OF NORWAY

581,700

1.30

IMAGICA GROUP Employee Shareholding Plan

577,850

1.29

Fuji Media Holdings Co., Ltd.

424,000

0.95

Creato Holdings Ltd.

400,000

0.89

SBI SECURITIES Co., Ltd.

356,062

0.79

TOKYO BROADCASTING SYSTEM TELEVISION, INC.

320,000

0.71

The Bank of Fukuoka, Ltd.

282,900

0.63

Existence of controlling shareholders(excluding parent company)―――

Existence of parent company

None

Supplementary explanations

UpdatedInformation on the status of major shareholders is based on the shareholder list as of March 31, 2023. The ownership ratio is calculated withtreasury stock (156,042 shares) excluded.

3． Corporate attributes
Listed exchanges and market divisions

Tokyo Prime

Accounting period

March

Industry

Information and communication

Number of employees (consolidated)
at the end of the previous fiscal year

Over 1,000

Net sales (consolidated) in the previous
fiscal year

10 billion yen or more but less than 100 billion yen

Number of consolidated subsidiaries atthe end of the previous fiscal year

10 or more but less than 50

4． Guidelines for measures to protect minority shareholders when conducting transactions with controllingshareholders―――

5． Other special circumstances that may have a significant impact on corporate governanceNo relevant matters to be noted.

II Status of business management organizations and other corporate governance structures related to
management decision-making, execution, and supervision

1． Matters related to institutional structure, organizational management, etc.
Organizational form

Company with Audit and Supervisory Committee

Directors:
Number of directors under the Articles ofIncorporation

15

Term of office of directors under the
Articles of Incorporation

1 yearBoard of Directors Meeting Chairman

Chairman of the Board (except when concurrently serving as President)

Number of directors

8

Appointment of outside directors

Already appointed

Number of outside directors

Updated4

Number of outside directors designatedas independent officers
Updated4

Relationship with the company (1)
Full
Name
Atsuko Murakami
Osamu Chiba
Taketo Yamakawa
Hiromi Nakazawa

UpdatedAttributesab

Relationship with the company (* )c d e fg h i
jkExecutive of othercompany
LawyerExecutive of othercompany
Certified Public
Accountant*Options for relationship with the company*If 'current/recent' applies to the individual, this is marked with "〇" for each item; if 'past' applies, then "△ " is used.
* If 'current/recent' applies to a close relative of the individual, this is marked with "●" for each item; if 'past' applies, then "▲" is used.
(a)
Executive officer of a the company or its subsidiary(b)
Executive officer or nonexecutive director of the parent company of the company(c)
Executive officer of an affiliated company of the company(d)An individual or executive officer whose main business partner is the company(e)
Major business partner or executive officer of the company(f)Consultant, accounting professional, or legal professional who obtains a large amount of money or other assets, other than executive
compensation, from the company(g)
Major shareholder of the company (if the major shareholder is a corporation, an executive officer of that company)(h)Executive officer (the individual only) of the business partner of the company (not falling under d, e, or f)(i)
Executive officer (the individual only) who has a relationship of mutual appointment as an outside officer(j)Executive officer to whom the company makes donations (the individual only)(k)
Others, net

Relationship with the company (2)Full Name

Updated

Audit and Independent
Supervisory
officer
Committee
memberAtsuko Murakami○

Osamu Chiba○○

Taketo Yamakawa○○

Hiromi Nakazawa○○

Supplementary explanation
about applicable items

Reason for appointment

The company has nominated Ms. Murakami
as an outside director as she possesses
abundant experience as a financial manager
H.U. Group Holdings Co., Ltd.
in a Japanese company engaged in global
Executive Officer and CFO
business and possesses a high level of
SRL, Inc. Director
financial insight, and thus is expected to
Fujirebio Holdings Co., Ltd. Director
perform a supervisory function with respectFujirebio Corporation
to important decisions, etc. from an objective
Director, H.U. Frontier Inc.
standpoint that is independent of operating
Director
officers.
The company has also determined that, as
the reasons set forth in the criteria for
independence in "Matters Concerning theIndependence of Independent Directors" do
not apply, there is no risk of conflict ofinterest with general shareholders, andaccordingly has designated the individual
as an independent officer.
The company has nominated Mr. Chiba asan outside director who is an Audit andSupervisory Committee member as he
Akebono Law Office Representative
possesses abundant knowledge andAttorneyexperience gained as an attorney and as
Kenedix Residential NEXT Investment legal counsel and an outside corporate
auditor at multiple companies, and thus is
Corporation Supervisory Director
expected to contribute to the strengthening
Maruzen Foods Corporationof effectiveness of the decision-making
Outside Corporate Auditor
functions and supervisory functions of the
TAUNS Laboratories, Inc.
Board of Directors from a standpoint that is
Outside Director
independent of management.
The company has also determined that, as
the reasons set forth in the criteria for
independence in "Matters Concerning theIndependence of Independent Directors" do
not apply, there is no risk of conflict ofinterest with general shareholders, andaccordingly has designated the individual
as an independent officer.
The company has nominated Mr.
Yamakawa as an outside director who is an
Audit and Supervisory Committee member
as he possesses abundant experience anddeep insights in the management of global
LLC 28 Representative employee
companies and is expected to contribute to
the strengthening of corporate governance.
The company has also determined that, as
the reasons set forth in the criteria for
independence in "Matters Concerning theIndependence of Independent Directors" do
not apply, there is no risk of conflict ofinterest with general shareholders, andaccordingly has designated the individual
as an independent officer.
The company has nominated Ms.
Nakazawa an outside director who is an
Audit and Supervisory Committee member
as she possesses expert knowledge infinance, accounting, and auditing as a
Ricoh Leasing Company, Ltd. Outside Certified Public Accountant and experience
Director (Full-time Audit & Supervisory in business operations gained as an
executive officer and as a corporate auditor
Committee Member)and audit & supervisory committee member
at a large company, and thus is equippedwith a high level of insight in terms ofcorporate management and is expected tocontribute to the strengthening of thecompany's governance.
The company has also determined that, as
the reasons set forth in the criteria for
independence in "Matters Concerning theIndependence of Independent Directors" do
not apply, there is no risk of conflict ofinterest with general shareholders, andaccordingly has designated the individualas an independent officer.

Audit and Supervisory Committee
UpdatedCommittee composition and attributes of meeting chairman

All committee
members (No.)

Audit and Supervisory
Committee

3

Presence of directors and employees
who should assist in the duties of the
Audit and Supervisory Committee

Internal
directors(No.)

Full-timecommittee
members (No.)
0Outsidedirectors(No.)
0Committee
Chairman(Meeting
Chairman)3

Outside director

Yes

Matters concerning independence of the directors and employees from executive directors
In order to execute the duties of the Audit and Supervisory Committee, the company has set up the Audit and Supervisory Committee Officeand has assigned one assistant staff member to the Audit and Supervisory Committee. The consent of the Audit and Supervisory
Committee is required for personnel evaluation and personnel changes of the staff member.

Cooperation among the Audit and Supervisory Committee, accounting auditor, and internal audit department
The Audit and Supervisory Committee will endeavor to exchange information with the accounting auditor, the Internal Auditing Office, and Audit &Supervisory Board Members of group companies, etc., and strive for mutual cooperation.

Optional Committee:
Presence of an optional committee
equivalent to a nominations committee
or compensation committee

Yes

Status of establishment of optional committee, committee composition, attributes of chairman (meeting chairman)

Optional
committee
equivalent to thenominating
committee
Optional
committee
equivalent to thecompensationcommittee

Full-timecommittee
members(No.)

Personnel
Advisory
Committee

4

0

1

3

0

0

Internal
director

Personnel
Advisory
Committee

4

0

1

3

0

0

Internal
director

Supplementary explanations
No relevant matters to be noted.

Internal
directors(No.)

Outsidedirectors(No.)

Outsideexperts(No.)

Committee
Chairman(Meeting
Chairman)Allcommittee
members(No.)

Name of thecommittee

Other (No.)

Independent officers
Number of independent officers

Updated

4

Other matters related to independent officers
The company has designated all outside officers who meet the qualifications of independent officers as independent officers.

Incentives
Status of implementation of measuresrelated to awarding of incentives todirectors

Introduction of performance-linked compensation system

Supplementary explanation about applicable items

UpdatedA portion of executive compensation of the company has been linked to business performance. The variable compensation rate isdetermined based on the previous fiscal year's operating margin before goodwill and other amortization and on KPI points. The standard
performance-linked portion is equivalent to 33% of fixed compensation and is in the range of 0 to 72%, depending on performance.

Persons eligible for stock options

Supplementary explanation about applicable items―――

Compensation for directors
Status of disclosure (of individual
director compensation)

Individual compensation is not disclosed

Supplementary explanation about applicable items

UpdatedCompensation for officers for the fiscal year ending March 2023 was ¥146,073,000 for directors excluding Audit and Supervisory
Committee members (including ¥7,200,000 for outside directors), and was ¥31,704,000 for directors who are Audit and Supervisory
Committee members (including ¥14,700,000 for outside directors).

Existence of policy for determining theamount of compensation or its
calculation method

Yes

Disclosure of the policy for determining the amount of compensation or its calculation method
The company conducts deliberations on directors in the Personnel Advisory Committee, which consists of four members (Chairman of theBoard and three outside directors). The Board of Directors determines amounts of compensation in line with officer compensation standards
set in accordance with changes in the business environment and the performance of the Group overall. The total amount is within the rangeof the compensation approved at General Meeting of Shareholders.
In addition, compensation for directors who are Audit and Supervisory Committee members is determined through discussions with the Audit andSupervisory Committee.

Support system for outside directors:
The company has a structure by which the Corporate Management Department and other management departments provide assistance andsupport as necessary.

2． Matters related to functions such as business execution, auditing/supervision, nomination, and determination ofcompensation (overview of the current corporate governance structure)
Updated1. Board of Directors
As of the date of submission, the Board of Directors consists of Chairman of the Board and Representative Director Fumio Nagase,
President and Representative Director Nobuo Fuse, directors Masakazu Morita and Shunjiro Nagase, outside director Atsuko Murakami,
and outside directors Osamu Chiba, Taketo Yamakawa, and Hiromi Nakazawa who are Audit and Supervisory Committee members, fora total of eight members who perform supervision of business execution and decision-making in management.
While a company with an audit and supervisory committee is able to delegate important decisions on business execution to directors by
stipulating this in its articles of incorporation, our company holds regular Board of Directors meetings once a month based on our Boardof Directors Regulations. Extraordinary Board of Directors meetings are held as needed to resolve matters stipulated in laws andregulations and in our Articles of Incorporation, as well as important matters concerning the management of the group.
Attendance at Board of Directors meetings in FY2022 was as follows.

Chairman of the Board and Representative Director Fumio Nagase 12/12 (100% attendance)
President and Representative Director Nobuo Fuse 12/12 (100% attendance)
Director Masakazu Morita 12/12 (100% attendance)
Director Shunjiro Nagase 10/10 (100% attendance)
Director (Outside) Atsuko Murakami 12/12 (100% attendance)
Director (Full-time Audit and Supervisory Committee member) Ju n A n d o 12/12 (100% attendance)
Director (Audit and Supervisory Committee member, Outside) O sa m u C h i b a 12/12 (100% attendance)
Director (Audit and Supervisory Committee member, Outside) Takehito Yamakawa 12/12 (100% attendance)
Note: At the conclusion of the 50th Annual General Meeting of Shareholders held on June 27, 2023, Director Jun Ando retired due to expiration of
his term of office.
2. Audit and Supervisory Committee
As of the date of submission, the Audit and Supervisory Committee consists of three directors who are Audit and Supervisory Committee
members: outside director Osamu Chiba as a chairman of the Committee and outside directors Taketo Yamakawa and Hiromi Nakazawa.
The committee is working to strengthen its functions for auditing and supervision of business execution directors, and to enhance thecorporate governance structure.
Audit and Supervisory Committee Office was set up as the secretariat for operation of the Audit and Supervisory Committee. In FY2022,
meetings were held 14 times in order to conduct auditing activities based on audit plans and division of work. Discussions andinvestigations were carried out on the status of business execution by directors and employees, the status of internal controls andoperation of the company, the status of management of major group companies, evaluations by accounting auditors, etc.
Attendance at Audit and Supervisory Committee meetings in FY2022 was as follows.
Full-time Audit and Supervisory Committee member Jun Ando 14/14 (100% attendance)
Audit and Supervisory Committee member Osamu Chiba 14/14 (100% attendance)
Audit and Supervisory Committee member Takehito Yamakawa 14/14 (100% attendance)
Note: At the conclusion of the 50th Annual General Meeting of Shareholders held on June 27, 2023, Full-time Audit and Supervisory Committee
member Jun Ando retired due to expiration of his term of office.
3． Executive officer system
In order to expedite decision-making and respond appropriately to the outside environment, our company has adopted an executive
officer system that separates management supervision functions from business execution functions. As of the date of submission ofthis report, a total of 9 executive officers have been appointed as given below:
President and Chief Executive Officer Nobuo Fuse, Group CEO
Senior Managing Executive Officer Masakazu Morita, Group CFO in charge of Production Technology Services business, game related
business
Executive Officer Shunjiro Nagase, in charge of Content Creation business, strategy and global business
Executive Officer Toshiaki Okuno, in charge of Content Creation, business, animation
Executive Officer Masashi Nakamura, in charge of Production Technology Service business, entertainment media
Executive Officer Akira Shimura, in charge of Production Technology Services business, TV and commercial post-production services
Executive Officer Atsushi Shinohara, in charge of Production Technology Services business, talent business
Executive Officer Takashi Takimizu, in charge of Imaging Systems & Solutions business and group technology development
Executive Officer Masaharu Yoshizawa, in charge of live entertainment businessGroup Management Committee has been set up as a decision-making body for business execution. It is held once a month or on an
extraordinary basis as needed. The Group Management Committee is composed of a total of nine members, including President andChief Executive Officer Nobuo Fuse as a chairman of the Committee and other executive officers. According to Group Management
Committee Regulations, the Committee identify important business issues for the group and discuss them, including medium to long-term
issues which should be deliberated at Board of Directors such as corporate strategies and any urgent issues.
4． Personnel Advisory Committee
The Personnel Advisory Committee engages in deliberation and examination of policies related to the nomination and dismissal ofcompany directors (including outside directors), successor plans, individual compensation for directors, compensation for directors andexecutive officers, etc., and reports to the Board of Directors. As of the date of submission, the Personnel Advisory Committee consistsof four members: Chairman of the Board and Representative Director Fumio Nagase as a chairman of the Committee, outside director
Atsuko Murakami, and outside directors Osamu Chiba and Taketo Yamakawa who are Audit and Supervisory Committee members.
The Talent Management Department was set as the secretariat for operation of the Personnel Advisory Committee, which wasconvened four times in FY2022 to engage in deliberation and consideration of the compensation system and amount of compensationfor officers of the company, as well as the nomination of officers of the group.
Attendance at Personnel Advisory Committee meetings in FY2022 was as follows.

Chairman of the Board and Representative Director Fumio Nagase 4/4 (100% attendance)
Director (Independent and Outside) Atsuko Murakami 4/4 (100% attendance)
Director (Audit and Supervisory Committee member, Independent and Outside) Osamu Chiba 4/4 (100% attendance)
Director (Audit and Supervisory Committee member, Independent and Outside) Takehito Yamakawa 4/4 (100% attendance)

3． Reasons for choosing the current corporate governance system

UpdatedThe company has an Audit and Supervisory Committee as its institution for the purpose of further strengthening auditing functions of theBoard of Directors and ensuring prompt management decision-making.
The company undergoes audits by the Audit and Supervisory Committee, which consists of three directors who are Audit and Supervisory
Committee members: outside director Osamu Chiba as a chairman of the Committee, and outside directors Taketo Yamakawa and Hiromi
Nakazawa. This current structure has been adopted under recognition by the Board of Directors that, for a structure of eight directors,
including four outside directors who are independent officers, the structure is one which functions sufficiently for the supervision of businessexecution. Accounting auditor that conducts audits of the company is Ernst & Young ShinNihon LLC.

III Status of implementation of measures related to shareholders and other stakeholders

Updated

1． Status of efforts to revitalize General Meeting of Shareholders and facilitate exercise of voting rights
Supplementary explanations
Setting General Meeting of
Shareholders to avoid days where many
companies are holding shareholder
meetings.

We have set the date that avoids days where many companies are holding shareholder
meetings.

Exercising voting rights by electronicmeans

It is possible to exercise your voting rights via the internet.

Participation in electronic voting rights
platform and other efforts to improvevoting rights environment for institutional
investors

The company participates in the voting platform for institutional investors operated
by ICJ, Inc.
To secure a sufficient period for institutional investors to consider proposals, theNotice of Convocation is disclosed electronically about three weeks before the dateof Ordinary General Meeting of Shareholders.

Other

In addition to posting the Notice of Convocation, reference documents for the
exercise of voting rights, and the results of exercise of voting rights on our website,
the company strives to make company information visible for shareholders at
General Meetings of Shareholders by means such as projecting the content ofreports and briefing materials for agenda items.
The company releases an English version of the Notice of Convocation of Ordinary General
Meeting of Shareholders.
While the company recognizes the importance of ensuring that shareholders have asufficient period for reviewing the agenda of General Meeting of Shareholders, in theinterest of placing top priority on the accuracy of the content, the company currently
sends the Notice of Convocation 14 days prior to the date of the General Meeting of
Shareholders (the statutory time frame). In the interest of prompt information
disclosure, the company also releases the content on the company website, etc. about
three weeks prior to the date of the General Meeting of Shareholders, ahead ofsending the Notice of Convocation.
Since the 49th Ordinary General Meeting of Shareholders for the fiscal year ended
March 2022, the company also provides a live stream viewable online.

2． IR activity status

UpdatedSupplementary explanations

Holding regular briefings for analysts
and institutional investors

The company holds financial results briefings for analysts andinstitutional investors following the announcement of financial
results at the end of the fiscal year. We also hold a second
quarter financial results briefing after the release of second quarter
financial results.
Following briefings, briefing materials are promptly disclosed on
TDnet and on the company website.

An IR document home page has been
set up

We mainly publish financial statements, securities reports,
quarterly reports, and financial results briefing materials, etc. The
company has opened an English-language section of its website
and provides information in English to overseas investors. Taking
into account the composition of our shareholders, we are working
to enhance the disclosure and provision of information.

Establishment of department (person in
charge) for IR

The company has established Corporate Communication Group
within the Corporate Management Department as a department
dedicated to IR.

3． Initiatives to respect the position of stakeholders

Briefings bymanagement
representative

Yes

UpdatedSupplementary explanations

Environmental conservation activities,
CSR activities, etc.

Formulation of policies, etc. related tothe provision of information to
stakeholders

To achieve a prosperous and sustainable society, our company engages in variedbusiness activities centered on imaging. Information on our various activities related tosustainability is posted on our sustainability website.
Sustainability site:
https://www.imagicagroup.co.jp/sustainability/

The company discloses important information about the company to shareholders andinvestors accurately, in a way that is easy to understand, objective, and prompt. We
have also formulated an IR policy, viewable on our website, concerning the provision of
information.
https://www.imagicagroup.co.jp/ir/irpolicy.html

IV Matters concerning the internal control system, etc.
1． Developing internal control system
With respect to the development of a structure stipulated in Article 362, Paragraph 4, Item 6 of the Companies Act, the Board of Directors
has determined a structure to be developed as follows. Under the resolution, the company is engaging in this development and every
fiscal year conducts reviews and revisions of its progress.
1． System to ensure that the execution of duties by directors and employees complies with laws, regulations, and the Articles of Incorporation
The company's Board of Directors has established rules regarding its compliance structure, including a Corporate Ethics Code, andhas set these as the norms under which directors and employees are to act in compliance with laws, regulations, the Articles ofIncorporation, and social norms. To enforce this, the General Affairs Department oversees compliance initiatives in a cross-sectionalmanner. In addition to conducting education centered on this department, the company will establish a point of contact for reporting andconsultation as a means for employees to directly provide information on acts that are questionable in terms of compliance. The company
also takes a resolute stance in systematically responding to antisocial forces that affect the social order and the sound activities ofcompanies.
2． Matters concerning the storage and management of information related to the execution of duties by directors
In accordance with laws, regulations, and internal rules, information on the performance of duties by directors is recorded and saved inelectronic format (hereinafter referred to as "documents, etc."). This information is made available to directors at all times.
3． Regulations and other systems for management of the risk of loss
To deal with various risks related to business activities, the company has formulated internal rules related to risk management and isconstructing a risk management structure with the General Affairs Department as the supervising department. In the event of a serious
situation, the company will set up a task force headed by the President to take prompt action and prevent the spread of damage.

4． Structure to ensure the efficient execution of duties by directors
The Board of Directors sets company-wide goals shared by directors and employees, and seeks to enhance the efficiency of theexecution of duties by directors using the following business management system.
(1) Establishment of internal rules regarding administrative authority and decision-making(2) Adoption of an executive officer system(3) Having the board of directors form a medium-term management plan, a management plan for performance targets and setting budgets foreach business division based on the medium-term management plan, and implementation of performance management utilizing IT.
(4) Regular reviews of business performance by the Board of Directors and in various meetings, and implementation of measures for improvement
5． System to ensure the suitability of operations in the company and group companies
As a holding company, the company will perform allocation of necessary management resources from the perspective of overall
optimization. In accordance with our Group Company Management Regulations, we will ensure the appropriateness of the work of allgroup companies as follows, while respecting the independence of each company.
(1) With respect to important management matters, in addition to requesting consultations or reports to the company, we also regularly
receive reports on business plans, etc. from group companies.
(2) In order to deal with various risks related to corporate activities of the group, we manage risks for the entire group in collaboration
with group companies.
(3) We will ensure that the duties of the directors of each group company are executed efficiently by formulating a medium-term
management plan for the group, setting performance targets and budgets for each group company based on it, and implementing
performance management using IT.
(4) We will establish a compliance reporting/consultation service for the entire group and make it known to them to ensure theeffectiveness of compliance within the group.
(5) The Internal Auditing Office will conduct internal audits of the group in a timely manner.
6． System to ensure the reliability of financial reporting
To ensure the reliability of our financial reporting, in addition to establishing and operating internal controls related to financial
reporting, the company will continuously evaluate our internal controls to confirm their effective functioning and will make improvements
as necessary.
7． Systems concerning employees when the Audit and Supervisory Committee has requested the appointment of assisting employees,
and matters concerning the independence of the employees from directors (excluding directors who are Audit and Supervisory Committee
members)
For the execution of duties by the Audit and Supervisory Committee, Audit and Supervisory Committee Office has been established and a
support staff member has been allocated to the Audit and Supervisory Committee. The consent of the Audit and Supervisory Committee isrequired for personnel evaluations and personnel changes concerning the staff.
8． System by which the directors (excluding directors who are Audit and Supervisory Committee members) and employees of the groupreport to the Audit and Supervisory Committee, and other systems concerning reporting to the Audit and Supervisory Committee
The company is developing a system whereby directors (excluding directors who are Audit and Supervisory Committee members) andemployees of the group can promptly report to the Audit and Supervisory Committee on legal matters, important matters for management,
other matters that that have a significant impact on the company or the group, the status of internal audits, and the status and content ofreports by the compliance reporting and consultation desk. When a report is requested from the Audit and Supervisory Committee,
directors (excluding directors who are Audit and Supervisory Committee members) and employees shall promptly report to the Audit andSupervisory Committee.
The company prohibits the disadvantageous treatment of directors or employees of the group for reasons of having made reports to the
Audit and Supervisory Committee, and makes this prohibition known throughout the organization.
9． Other systems to ensure that audits by the Audit and Supervisory Committee are carried out effectively
The Audit and Supervisory Committee will endeavor to exchange information with the accounting auditor, the Internal Auditing Office, the Audit &Supervisory Committee members of group companies, etc., and will strive for mutual cooperation.
When the Audit and Supervisory Committee has made a request for prepayment or reimbursement of expenses incurred in theexecution of its duties, the company will bear the expenses unless it has been deemed that the expenses are not necessary for the
execution of duties.

2． Ensuring elimination of antisocial forces
To enhance and strengthen its compliance system, the group has designated the General Affairs Department of the company as thesupervising department, has formulated a compliance manual based on the Corporate Ethics Code, the Manual for Blocking Relations with
Antisocial Forces, and the Corporate Behavior Charter of the Japan Business Federation, and works to insulate itself from antisocial
forces.
As a part of our daily operations, we have established Purchasing Management Regulations and, when beginning new businessarrangements, conduct credit checks on all business partners using article information search systems and make inquiries to private
credit bureaus, taking great care to avoid doing business with antisocial forces.
We have also established a contact/reporting system based on our Risk Management Regulations and a monitoring system based on our
Hotline System Regulations to prevent the involvement and intervention of antisocial forces in our company activities.
In the unlikely event of an issue, we will promptly take appropriate measures following consultation with specialists, such as corporate lawyer, as
necessary.

V Other
1． Introduction of acquisition defense measures
Introduction of acquisition defense
measures

None

Supplementary explanation about applicable items

2． Other matters related to the corporate governance system, etc.

Financial

Decision

Occurrence

information
Each subsidiary /department(Relevant persons)
Reporting

Reporting

Human Resources & General Affairs Div.

ReportingCorporate Management Dept.

ReportingAccounting & Finance Div.

Reporting

Reporting

A person in charge of information management

Reporting

Reporting

Representative Director,
President and Chief Executive Officer

Kanto Finance Bureau

Resolution
Instruction

ReportingBoard of Directors

Department in charge of information disclosure(Corporate Management Dept. / Accounting and
Finance Div.)Tokyo Stock
Exchange (Tdnet)

Our Company Website

Full Name

Fumio
NagaseNobuo
Fuse
Director

Masakazu
MoritaShunjiro
NagaseAtsukoMurakami

Director,
Audit&
Supervisory
Committee
MemberCorporate
Management

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Financial
Accounting

HiromiNakazawa

Globalexperience

Diversity

Personnel
work

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M&A/
Business
revitalization

Sales/
MarketingImaging
Business

●

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●

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Osamu
Chiba
TaketoYamakawa

Legal affairs
Riskmanagement

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