Corporate GovernanceJuly 1, 2022
SUNCORPORATION
Representative Director and President, Ryusuke Utsumi
052-756-5981
Contact：
Security Code：6736
https://www.sun-denshi.co.jp/
The status of SUNCORPORATION’s (“the Company”) corporate governance is as follows.

I Basic Policy on Corporate Governance and Other Basic Information Including
Capital Structure, Corporate Attributes
１．Basic Policy
We believe it is important to enhance corporate governance in order to meet the wide
range of trust and expectations of our shareholders, customers, and all segments ofsociety.
To do so, we are implementing various measures based on the following basic ideas.
(1) Ensure soundness and transparency of management(2) Compliance with laws and regulations(3) Clarification of the decision-making process(4) Appropriate business execution(5) Timely and appropriate information disclosure(6) Group-wide risk management【Reasons for not implementing the following principles of the Corporate GovernanceCode】
The information below is based on the revised Code of June 2021.
Supplemental Principle 1-2 ④
Although the Company has translated the convocation notice of the General Meeting of
Shareholders into English, it has not introduced a system to enable electronic exercise of
voting rights.
The Company is aware of the need to create an environment to enable the electronic exercise
of voting rights, taking into account the situation of institutional investors and overseas
investors, and will continue to study the issue in response to changes in the composition ofshareholders and other circumstances.
Supplemental Principle 2-4 ①
The Company recognizes that ensuring the diversity of its human resources will lead to theenhancement of its corporate value over the medium and long term, and appoints employees
to management positions based on a comprehensive assessment of their skills andexperience, regardless of gender, nationality, or whether they were hired mid-career.
However, we have yet to set measurable numerical targets for securing diversity in our corehuman resources.
In addition, we have not yet been able to disclose our human resource development policy
and internal environment improvement policy and their implementation status. We will workon these issues in the future.
Supplemental Principle 2-5 ①

1

The Company has designated the department in charge of internal audit as the point ofcontact for internal reporting and has established rules to prohibit confidentiality anddisadvantageous treatment of those who provide information through the internal reporting
system operation rules. In the future, we will consider establishing a contact system
independent of management.
Supplemental Principle 3-1 ③, 4-2 ②
The Company recognizes that the 21st century is the "Environmental Century" and has
established "Environmental Management Regulations" to promote business growth andreduce the burden on the global environment. (https://www.sun-denshi.co.jp/csr/)
However, the Board of Directors has not yet formulated a basic policy on sustainability, which
is currently under consideration.
In addition, the Company is considering how to appropriately disclose and provide
information on investments in human assets and intellectual property, and will proactively
disclose such information when it formulates new management plans.
Principle 4-11
The Company appoints as Directors those individuals who are considered most suitable toserve as Directors of the Company, regardless of nationality, race, gender, age, or otherfactors. At present, all of the Company's directors are male and no female directors havebeen appointed. However, if there are suitable candidates, the Company will consider
nominating them as candidates for directors.
In terms of internationality, we have appointed several foreign directors, and we believe thatthe current Board of Directors can appropriately manage the Company. As for the Directors
who are members of the Audit Committee, one certified public accountant and one attorneyat-law have been appointed as External Directors as they have considerable knowledge offinance, accounting or legal affairs.
Supplemental Principle 4-11 ①
As an industrial company with multiple businesses, the Company recognizes the importanceof appointing a well-balanced group of directors with expertise in each business, corporate
management, financial accounting, legal and risk management, and global skills in order tobalance important decision-making and supervision of business execution.
In the future, we will promote the selection and concentration of businesses, establish specificdecision criteria and policies according to the Company's business characteristics andmanagement environment in order to consider M&As and business structure reforms for new
businesses, and build a system that is more conscious of the balance of knowledge,
experience and ability, diversity and scale of the Board of Directors as a whole. In addition,
the Company will consider disclosing the skill matrix of directors as early as possible.
The policies and procedures for the election of directors are as described in Principle 3-1(iv).
Supplemental Principle 4-11 ③
The Company will continue to examine the effectiveness of the Board of Directors, including
evaluation methods, from the perspective of improving the functioning of the Board of
Directors.
【Disclosure based on the principles of the Corporate Governance Code】
The following is based on the revised code of June 2021
Principle 1-4
The Company may hold shares of listed companies as policy holdings if such holding willcontribute to the enhancement of corporate value over the medium to long term through themaintenance and strengthening of stable business relationships with the companies in which
the Company holds such shares.
2

Each year, the Board of Directors examines the rationality of the purpose of holding eachstock and the related income and benefits of holding the stock, and decides whether or not
to hold the stock in comparison with the case where the stock is not held.
This year, as a result of the verification, we have confirmed that all of the shares currently
held for policy purposes are held in accordance with the holding policy.
In addition, when exercising voting rights for shares held for policy purposes, we will make acomprehensive judgment as to whether the exercise of voting rights for shares held for policy
purposes will not damage the corporate value of the Company and whether it will lead to theenhancement of the value of the company in which the shares are held.
When there is a possibility of damage to shareholder value, such as the occurrence of illegal
activities, or when there are serious concerns about corporate governance, we will voteagainst.
Principle 1-7
When conducting transactions with related parties such as directors and major shareholders,the Company shall explain the rationality of the transaction and the terms and conditions of
the transaction in advance to the Board of Directors from the perspective of preventing
conflicts of interest with the Company and ensuring the fairness and impartiality of thetransaction, in accordance with laws and regulations and internal rules. In the event that suchtransactions are implemented, the details of the transactions are reported to the Board of
Directors.
The Company confirms whether or not there are any transactions between the Company andrelated parties by conducting a written survey of the Company's directors every year.
Principle 2-6
The Company does not have a defined-benefit corporate pension plan, but as part of its
welfare program, the Company has established a defined-contribution pension plan thatallows employees to select their own investments. In cooperation with the administrative
management organization, we use videos and other means to inform employees of thesystem and encourage them to use it.
In addition, the division in charge of the pension plan is the human resources division, which
appoints employees with basic knowledge of public and private pension plans in general,
including defined contribution pension plans. In addition to the above, the Company also
provides investment education to its subscribers.
Principle 3-1(i) Based on the following "Slogans" "Corporate Philosophy" and "Basic Strategies", theCompany strives to plan, develop and continue to provide high value-added products andservices with superior product appeal and quality.
Slogans:"Dreams, Challenges, Creations"
Corporate philosophy: Improving the quality of people’s lives through "Information &Communication Technology and Entertainment”
Management policy: “Having a Challenge-Seeking Spirit”① Focusing on information and communication technology and entertainment② Improving corporate value③ Actively taking action with a venturing spirit
The Company's basic strategy, medium-term vision, and other financial explanatory materials
are available on the Company's website. https://www.sun-denshi.co.jp/(ii) Please refer to "I 1. Basic Policy" in this report.
(iii) The amount of remuneration, etc. of directors (excluding directors who are members of3

the Audit Committee) shall be determined by the Board of Directors within the maximum
amount of remuneration approved by a resolution of the General Meeting of Shareholders(hereinafter referred to as the "Remuneration Policy"), and the Nomination andRemuneration Committee will determine remuneration in accordance with the Remuneration
Policy. The amount of remuneration for Directors who are members of the Audit Committee
shall be determined by the Audit Committee within the maximum amount of remuneration
approved by a resolution of the General Meeting of Shareholders.
The Company shall design the remuneration of directors to function effectively as a medium- tolong-term incentive for the continuous growth of corporate performance and sustainableenhancement of corporate value while promoting value sharing with shareholders, to enable therecruitment and retention of excellent human resources to realize these goals, and to ensure thatthe level of remuneration is appropriate for the roles and responsibilities required of each director,
which are our basic policies.
Specifically, the basic remuneration shall consist of base salary and post-delivery stock-based
compensation, and the post-delivery stock-based compensation shall consist of restricted stock
units ("RSUs"), which are not subject to performance conditions, and performance share units,
which are subject to performance conditions. However, PSUs shall not be granted to outside
directors.
The monetary compensation for Directors shall be a fixed monthly amount, and the specificamount to be paid to each Director shall be drafted by the Representative Director based on theroles and responsibilities of each Director and determined by the Compensation Advisory
Committee, whose main members are independent Outside Directors, and for Directors who are
Audit Committee members, it shall be determined by the Audit Committee.
The Company has introduced a post-delivery stock compensation plan as non-monetarycompensation for directors. The post-delivery type stock-based compensation is a system underwhich shares of the Company's common stock are delivered in a predetermined number or in apredetermined calculation method after a certain period of time has elapsed after the grant ofrights, provided that certain conditions are fulfilled. There are two types of Units: RSUs that are
not subject to performance conditions and PSUs that are subject to performance conditions.
(iv) The Representative Director prepares drafts for the appointment of executive directors(members of the Audit Committee and directors who are not outside directors) based on the
results of mutual evaluations of executive directors, taking into consideration the balance ofknowledge, experience, and ability. Based on the opinions of the Nomination Advisory Committee,
the Board of Directors shall decide on the agenda for the election of Directors by resolution.
With the consent of the Audit Committee, the Company selects Directors who are Audit
Committee members and who have sufficient expertise, experience, and insight to conduct
appropriate audits and supervision.
With respect to outside directors, in accordance with the requirements of the Companies Act andthe independence standards stipulated by the Tokyo Stock Exchange, the Company selects as
independent outside directors those who do not present a risk of conflicts of interest with generalshareholders.
In the event of any violation of laws, regulations, or the Articles of Association by any member ofthe management team, including the Representative Director, or in the event that the criteria for
selection are not met or it is deemed difficult for such a member to perform his/her duties, theNomination Advisory Committee will deliberate on the matter and, based on its opinion, the Boardof Directors will determine a proposal to be submitted to the General Shareholders Meeting todismiss such director.
(v) With respect to the individual election and dismissal and nomination of candidates for
Directors, a brief personal history of each individual and the reasons for their appointment
are provided in the “reference materials for the General Meeting of Shareholders” in the “noticeof the General Meeting of Shareholders”.
https://www.sun-denshi.co.jp/ir_info/notes/2022/51thNoticeGeneralMeetingShareholders.pdf
Supplementary Principle 4-1 ①
The Company has established the separation of management decision-making and businessexecution by establishing the Board of Directors as the decision-making and supervisory4

body of management, and the Executive Committee as the business execution system basedon the decisions made by the Board of Directors, as well as executive officers and meetingbodies for each business field.
In addition, the scope of delegation to management is clearly defined in the Board of Directors
Regulations and the Table of Duties and Authorities, which sets out the decision-making
bodies, such as the Board of Directors, executive officers and executives, as well as theauthority of decision-makers in relation to decisions, deliberations and approvals.
Principle 4-9
The Company has not established any standards or policies regarding the independence ofthe selection of independent outside directors. However, in making the selection, theCompany takes into account the independence standards established by the Tokyo Stock
Exchange and selects as independent outside directors those who are judged to have no riskof conflict of interest with general shareholders.
Supplemental Principle 4-11 ②
The status of important concurrent positions held by the Company's directors is disclosed
annually through the notice of convocation of the General Meeting of Shareholders and theAnnual Securities Report. The four external directors of the Company do not concurrently
hold positions at other listed companies outside the Group, and are able to concentrate on
their duties as directors of the Company.
Supplementary Principle 4-14 ②
Upon assuming office, the Company provides and mediates various training opportunities for
Directors to acquire and appropriately update the knowledge necessary to properly assign anddeepen their understanding of their roles and responsibilities. In addition, even after assuming
office, the Company provides opportunities necessary for Directors to fulfill their roles, such asproviding knowledge and information necessary for supervising management, and theCompany bears these costs.
Principle 5-1
In order to promote constructive dialogue with shareholders, the Company has establishedthe following systems and measures for dialogue with shareholders.
(i) The Company has appointed a director in charge of IR from among its directors.
(ii) The director in charge of IR organically collaborates with other departments related to IR
activities, such as corporate planning, human resources and general affairs, accounting, andlegal departments, by holding meetings as needed, and shares information with otherdepartments related to IR activities.
(iii) The department in charge of IR receives telephone interviews and other IR interviews
from shareholders and investors.
(iv) The opinions of shareholders and investors obtained through IR activities areappropriately and effectively fed back to the Management Committee and the Board of
Directors.
(v) In dialogue with shareholders and investors, we pay attention to the management of
insider information in accordance with the insider trading rules.

52. Capital Structure
Foreign shareholding ratio

30% or more

Major Shareholders
Name or Company name

Tokai Engineering Co.Ltd.
INTERACTIVE BROKERS LLC
Fujishoji Co., Ltd.
NOMURA CUSTODY NOMINEES LIMITED OMNIBUSFULLY PAID (CASHPB)GOLDMAN SACHS INTERNATIONALMLI FOR CLIENT GENERAL OMNI NON COLLATERAL NON
TREATY-PB
Michie Utsumi
Yasue Watanabe
OASIS INVESTMENTS II MASTER FUND LTD.
CEPLUX- THE INDEPENDENT UCITS PLATFORM 2
Name of controlling shareholder━.

Parent company

None

3. Company Attributes
Listed Stock Market and Market Section
Fiscal Year-end
Type of Business
Number of employees (consolidated) as ofthe end of the previous fiscal year
Sales (Consolidated) in the previous fiscal
year
Number of consolidated subsidiaries as ofthe end of the previous fiscal year

6

Number ofshares held
(shares)
4,267,600
1,041,000
940,000
834,467

Percentage(%)

800,483
748,7103.33
3.12

680,000
680,000
678,220567,300

2.83
2.83
2.82
2.36

Tokyo Standard
March
Electronic equipment
More than 1000
Between ¥10 billion and ¥100 billion
Between 10 and 50 companies

17.78
4.33
3.91
3.47

4. Guidelines on measures to protect minority shareholders in transactions with controllingshareholders━.
5. Other special circumstances that may have a significant impact on corporate governance
None

II. Status of the management control organization and other corporate governancesystems for management decision-making, execution and supervision
1. Matters related to the composition and management of the organisation
Form of organization
Company with Audit Committee
Directors
Number of directors under the articles ofassociation
Term of office of directors under the articles
of association
Chairman of the Board of Directors
Number of directors
Appointment of outside directors
Number of outside directors
Number of outside directors designated as
independent directors
Relationships with the company (1)Full nameCategory
Akira Iwata
Yaniv Vardi
Tomoyuki Shinkai

12
1 yearPresident
9existent
4
3

Relationship with the company (*1)
a b c d e f g h i j k

Scholarfrom another company
Certified Public
Accountant
Takashi Matsui
Lawyer*Items regarding the relationship with the company*If the person corresponds to each item in the "present and recent", "○"; if the person
corresponds to each item in the "past", "△".
*If a close relative is applicable to each item in the "present and recent" period, the item ismarked with "●"; if the item is applicable to the "past" period, the item is marked with "▲".
a. Business executors of listed companies or their subsidiaries
b.Executive or non-executive directors of the parent company of the listed company
c.Executives of sibling companies of listed companies
d. A person who has a listed company as a major business partner or an executive of such apersone.Major business partners of the listed company or their business executors
f. Consultants, accounting experts, and legal experts who receive a large amount of money orother property from listed companies other than remuneration for their services as directors.
g.Major shareholders of the listed company (if the major shareholder is a corporation, theexecutive person of the corporation)h. Business executors (in person only) of listed companies' business partners (not falling under
any of d, e and f)
i.Executives of parties with whom the external director has a relationship of mutual
appointment (in person only)
j. Executives of companies to which listed companies have made donations (in person only)
k. Others
7

Relationships with the company (2)Full name
Audit
Independence
Committee
Board
members
members
and othercommittee
members
Akira Iwata〇

Reasons for appointment━.

Mr. Iwata has a high levelof technical expertise in thefields of artificial intelligence(AI), neural networks, deeplearning and information
security, as well as a wealthof consulting experience inthe planning, development
and manufacture of IOT
sensor systems. He
provides objective andexpert advice andrecommendations on the
Company's managementfrom an independent
standpoint as an outside
director of the Company,
and is expected tocontribute to the growthand development of theGroup.
In addition, he has no
special interest in the
Company, does not fallunder any of the
independence criteria set
out by the Tokyo Stock
Exchange (Guideline III
5.(3)-2 for listing
management, etc.), andhas been designated as anindependent director
because there is no risk of
a conflict of interest withgeneral shareholders.
Mr. Vardi is expected tocontribute to the growth anddevelopment of the Groupby providing objective andexpert advice andrecommendations on the
Company's managementfrom an independent
standpoint as an outside
director. As such, he isjudged to be suitable for the
position of Outside Director
and has been elected.
Mr. Shinkai has a wealth ofexpertise and experience━.

Yaniv Vardi

Tomoyuki
Shinkai

Supplementary
information on
applicable
items

〇

〇

━.
8

TakashiMatsui〇〇━.

as a certified public
accountant, and is
expected to strengthen thefunctions of the Board of
Directors, and therefore
judged suited for theappointment as an outside
director.
In addition, he has no
special interest in the
Company, does not fallunder any of the
independence criteria set
out by the Tokyo Stock
Exchange (Guideline III
5.(3)-2 for listing
management, etc.), andhas been designated as anindependent director, as
there is no risk of conflict ofinterest with generalshareholders.
Mr. Matsui has a wealth ofexpertise and experience
as a lawyer, and is
expected to strengthen thefunctions of the Board of
Directors, and therefore
judged suited for theappointment as an outside
director.
In addition, he has no
special interest in the
Company, does not fallunder any of the
independence criteria set
forth by the Tokyo Stock
Exchange (Guideline III
5.(3)-2 for listing
management, etc.), andhas been designated as anindependent director
because he is judged tohave no risk of conflict ofinterest with generalshareholders.

The Audit and Supervisory Committee
Composition of the committee and attributes of the chairman
All
Full-time
Internal
Outsidecommittee members
directors
directors
members(Name)(Name)(Name)(Name)
Audit
and
3
1
1
Supervisory
Committee
9Chairman of
the committee(Chairman)
2

Internal
directors

Directors and employees to assist the Audit
Committee in its duties

existent

Matters concerning the independence of the directors and employees concerned from theexecutive directors
As described in "IV. 1. Basic policy on the internal control system and the status of its
development", employees of the department in charge of internal audit assist the Audit
Committee in its duties.
Decisions on matters relating to the personnel rights of employees in the Internal Audit
Department require the prior consent of the Audit Committee, thereby maintaining independence
from the executive directors.
Cooperation between the Audit and Supervisory Committee, the Accounting Auditor andthe Internal Audit Department
The Internal Audit Department also carries out audits at the direction of the Audit Committee.
In addition, at the request of the Audit and Supervisory Committee, the Audit and Supervisory
Committee, the Accounting Auditor and the Internal Audit Department hold liaison meetings andcooperate with each other by reporting and explaining.

[Voluntary committees
Whether there is a voluntary committee
equivalent to a nomination committee or a
remuneration committee

Yes

Status of voluntary committees, composition of members and attributes of the chairman(chairperson)
Nameof AllFullInterna Outsid Extern Othe Chairma
thecommitt time
l
e
al
rs
n of thecommitteeeecommitt directo directo expert
committe
member ee
rs
rs
s
e
s
member (total)(total)(total)(Chairm(total)s (total)an)Committee Nomination 3
1
1
2
0
0
Internals
Advisory
directors
equivalentCommittee
tothenominationcommittee
A voluntary Remunerat 3
1
1
2
2
0
Internal
committee
ion
directors
equivalentCommittee
totheRemuneration
Committee
Supplementary information
The Company has a voluntary Nomination and Compensation Committee, the majority of whose
members are independent outside directors. The Nomination and Compensation Committee
nominates candidates for directors, ensures transparency and fairness in the process of
selecting representative directors and executive officers, and ensures that outside directors, who
are members of the Audit Committee, have sufficient information to form their opinions on
director nominations and other matters, and a forum for discussion. In addition, the Company
determines the remuneration of Directors (excluding Directors who are members of the Audit
10

Committee) in accordance with the policy on remuneration, etc. for such Directors.
Remuneration for Directors who are members of the Audit Committee is determined by the Audit
Committee.
Relationship with independent directors
Number of independent directors

3

Other matters relating to independent directors
The Company has designated all outside directors who meet the qualifications forindependent directors as independent directors and has notified the Tokyo Stock
Exchange of this designation.
Incentive-related
Status of implementation of measures toprovide incentives to directors

Introduction of a performance-linked
compensation system and a stock option
schemeSupplementary information on relevant items
Stock option plans are determined based on comprehensive consideration of theCompany's business environment, stock price, and other factors at the time of granting.
The level of each payment is also determined based on comprehensive consideration ofeach director's position, business performance, and contribution to the improvement of
the Company's business performance.
The Company has introduced a post-delivery stock compensation plan as aperformance-linked compensation system (excluding directors who are members of the
Audit and Supervisory Committee). Details are stated in the "Reference Materials for the
General Meeting of Shareholders" in the "Notice of Convocation of the General Meetingof Shareholders".
https://www.sundenshi.co.jp/ir_info/notes/2022/51thNoticeGeneralMeetingShareholders.pdf
Persons to whom stock options havebeen granted

Internal directors, external directors,
employees andDirectors of subsidiaries, employees ofsubsidiaries
Supplementary information on relevant items
We believe that the growth of a company can be achieved not only through the work of afew senior executives, but also through the work of the entire Group's workforce, which iswhy not only senior executives but also the entire Group's workforce are eligible for
grants.
Directors' remuneration
Status of disclosure (of individual
Individual remuneration is not disclosed.
directors' remuneration)
Supplementary information on relevant items
The total amount of remuneration paid to directors for the fiscal year ended on March 31,
2022 was as follows.
Directors (excluding those who are members of the Audit and Supervisory Committee)(excluding outside directors): 4 Directors: 120,654 thousand yen
Directors (Audit & Supervisory Committee Members) (excluding Outside Directors) 1
director, 13,900 thousand yen
Outside Directors: 4 directors, 28,100 thousand yen
The total amount of remuneration for Directors is also stated in the Business Report andAnnual Securities Report, which are available on the Company's website.
Notice of convocation:
https://www.sundenshi.co.jp/ir_info/notes/2022/51thNoticeGeneralMeetingShareholders.pdf
11Annual Securities Report：https://ssl4.eir-parts.net/doc/6736/yuho_pdf/S100OI10/00.pdf

Whether there is a policy for determining
Yes
the amount of remuneration or its
calculation method
Details of the disclosure of the policies for determining the amount of remuneration or its
calculation method①
Matters related to the policy on the amount of remuneration for officers or the
method of calculation of such remuneration.
(i)
Matters related to the determination of the amount of remuneration of officers or the
method of calculation of such remuneration.
SUNCORPORATION is a company with an Audit Committee, and the policy on
remuneration of directors (excluding directors who are members of the Audit Committee)("Remuneration Policy") is determined by the Board of Directors.
The remuneration policy as at the date of submission was decided by a resolution of theBoard of Directors under the Group's medium-term management plan 2022-2024, excluding
Cellebrite.
A. Basic policy
The remuneration of the Company's Directors shall be designed to function effectively as a
medium- to long-term incentive for the continuous growth of corporate performance andsustainable enhancement of corporate value while promoting value sharing withshareholders, to enable the recruitment and retention of excellent human resources torealise these objectives, and to be at an appropriate level commensurate with the roles andresponsibilities required of each Director, which are the basic policies.
Specifically, remuneration shall consist of base remuneration and post-delivery share-based
remuneration. The post-delivery share-based remuneration consists of Restricted Share
Units ('RSUs') without performance conditions and Performance Share Units ('PSUs') withperformance conditions. However, PSUs shall not be granted to outside directors.
B. Policy on determining the amount of basic remuneration.
The basic remuneration of the Company's directors shall be a monthly fixed remuneration(monetary remuneration), which shall be determined based on the roles and responsibilitiesof each director.
C. Policy on determining the content and amount or number of non-monetary remunerationor the method of calculation of such remuneration.
Post-delivery share-based remuneration, which is non-monetary remuneration, is grantedwith the aim of raising awareness of the Group's performance and corporate value over the
medium to long term while sharing value with shareholders.
Subsequent Delivery Share Units (RSUs) are a system under which, after a certain period oftime has elapsed after the grant of rights, shares of the Company's common stock aredelivered in a predetermined number or in a predetermined calculation method, subject tothe fulfilment of certain conditions. It consists of two types: RSUs, which are not subject toperformance conditions, and PSUs, which are subject to performance conditions.
i)
Overview.
RSUs are non-pecuniary remuneration for all directors, subject to the condition that they
continuously hold a certain position as a director of the Company or as determined by aresolution of the Board of Directors of the Company from the date of grant until the expiry of
the vesting period. The RSUs are non-pecuniary remuneration in the form of a base numberof shares of the Company's common stock determined at the date of the grant of the rights
after the expiry of the relevant period.
The vesting period is one year from the grant date for one third of the RSUs granted, two12years from the grant date for one third and three years from the grant date for one third.
PSUs shall be granted to Directors who are engaged in the execution of business
operations, on condition, among others, that they continuously hold the position of Directorof the Company or a position determined by a resolution of the Board of Directors of theCompany from the date of grant until the end of the period covered by the medium-term
management plan (three consecutive fiscal years) that includes the date of grant. The PSUs
are non-monetary remuneration in the form of a number of shares of the Company's
common stock obtained by multiplying the base amount of shares determined on the date of
grant by a coefficient determined in accordance with the degree of achievement of theperformance targets set in the relevant medium-term management plan, at a reasonable
time after the relevant performance is determined.
ii)
Method of delivery of shares.
Regarding the delivery of the shares, the Company shall provide monetary compensationcredits equivalent to the amount of such shares and shall deliver all of such monetarycompensation credits by way of contribution in kind, thereby allocating a number ofCompany shares calculated based on the number of Units granted by the Company inadvance. However, the delivery of the Company's shares may be replaced in whole or inpart by the payment of money equivalent to the value of the shares concerned.
The amount to be paid for the Company's shares shall be determined by the Company's
Board of Directors on the basis of the closing price of the Company's ordinary shares on theTokyo Stock Exchange on the business day preceding the date of the meeting of the Boardof Directors concerning the issue or disposal of such shares (or, if no trading is effected onthat date, the closing price on the immediately preceding trading day) to the extent that suchamount is not favourable to the Directors who subscribe for such Company shares.
iii)
Method of calculating the number of shares to be delivered
RSUs are calculated based on the following formula to determine the number of units to be
granted to each director, with one unit being one share (or one share per unit if theCompany carries out a share split or consolidation after granting the units).
Number of units granted = base amount (*1) / share price at grant (*2)
Any fractions of less than 100 units resulting from the calculation are rounded up to thenearest 100 units.
PSUs are calculated by calculating the number of units to be granted to each director basedon the same formula as above, multiplying this by the grant rate (*3) and then multiplying
each unit by 1 share (to be adjusted reasonably if the Company carries out a share split,
reverse stock split, etc. after the grant of units).
*1 The base amount is determined by the Board of Directors of the Company for eacheligible director in accordance with the size of his or her responsibilities.
*2 The share price at the time of grant is an objective and reasonable share price, such as
the average closing price of the Company's ordinary shares on the Tokyo Stock Exchange
during the month preceding the day before the date of the annual general meeting ofshareholders in the year of grant.
*3 The rate of payment is varied from 0% to 150% depending on the achievement of
performance targets set by a resolution of the Board of Directors.
iv)
Grant requirements.
Under the plan, delivery, etc. of the Company's ordinary shares will be made to eachdirector upon completion of the applicable period and fulfilment of the following
requirements. Delivery of the Company's ordinary shares will be made by way of a shareissue or disposal of treasury shares by the Company, and the actual recipients among theeligible directors and the subscription matters related to such share issue or disposal oftreasury shares will be determined by the Board of Directors of the Company after theelapse of the eligible period.
① The relevant director has continuously been a director of the Company or in a certain
position determined by a resolution of the Board of Directors of the Company during theperiod covered.
13

② Certain acts of misconduct as determined by the Board of Directors of the Company havenot been committed.
③ Other requirements determined by the Board of Directors of the Company as necessary
to achieve the purpose of the Scheme.
v)
Clawback.
If, after delivery, etc. of the Company's ordinary shares under the Scheme, it is found thatthe eligible director falls under ② or ③ of (iv) above, the Board of Directors of the Company
may, by resolution, demand the return of the delivered ordinary shares (including suchmoney if money has been paid in lieu of such shares).
D. Details of performance indicators for performance-linked remuneration and the method ofdetermining the amount of performance-linked remuneration.
The performance indicators used as the basis for calculating PSUs in the pre-delivery
share-based remuneration are based on the following performance indicators for eachfinancial year in the period covered by the medium-term management plan in order toprovide a strong incentive to the directors to achieve the medium-term management plan.
The number of shares to be granted fluctuates according to the degree of achievement of
the performance indicator targets.
The payment rate shall be based on the average of the achievement rate for each year, witheach performance indicator weighted at 40% of sales, 30% of operating profit and 30% of
operating margin. However, the maximum payment rate shall be 150%, and if theachievement rate is less than 75%, the payment rate shall be zero.
E. Policy for determining the percentage of each type of remuneration.
For directors, excluding outside directors, the base amount for pre-delivered share-based
remuneration is approximately one times the amount of basic remuneration, of whichapproximately 30% is RSUs and PSUs for around 70% of this amount. However, inprinciple, PSUs will only be granted in the first year of the medium-term management plan.
For external directors, the base amount for RSUs should be around 30% of the amount ofbasic remuneration.
The remuneration of directors who are members of the Audit Committee consists solely ofbasic remuneration, which is determined by consultation of the directors who are membersof the Audit Committee within the remuneration limit set by a resolution of the General
Meeting of Shareholders.
(vi)
Details of resolutions of the General Meeting of Shareholders concerning the
remuneration of directors and officers.
The maximum amount of remuneration for Directors other than members of the Audit
Committee of the Company was resolved at the 45th Annual General Meeting of
Shareholders held on June 23, 2016. It was resolved that monetary remuneration be no
more than JPY 200 million per annum. At the conclusion of that Annual General Meeting of
Shareholders, the number of directors other than members of the Audit Committee was five.
In addition, the 51st Ordinary General Meeting of Shareholders held on 23 June 2022,
separately from monetary remuneration, resolved that the total base amount of RSUs to be
granted to eligible directors in each financial year be no more than ¥120 million. Resolutions
also requires that the total number of shares of the Company's common stock to be issued
or disposed of by Directors in respect of RSUs granted in each fiscal year shall not exceed
150,000 shares, the total base amount for PSUs shall be no more than ¥630 million for theperiod covered by the medium-term management plan (three fiscal years), and the total
number of the Company's common shares to be issued or disposed of by Directors shall be
no more than 1.2 million for the relevant period. At the conclusion of the relevant Annual
General Meeting of Shareholders, the number of directors other than members of the Audit
Committee was six.
14

The 45th Annual General Meeting of Shareholders held on June 23, 2016 resolved that theannual amount of Directors who are members of the Audit Committee shall not exceed JPY
25 million. At the conclusion of that Annual General Meeting, the number of directors who
are members of the Audit Committee was three.
(vii)
Summary of bodies and procedures for determining the policy on the amount of
remuneration for officers or the method of calculation of such remuneration.
The Board of Directors is the decision-making body for the remuneration policy for directors.
However, from June 2022, the Board of Directors' decisions on remuneration policy are
subject to the deliberations of the Nomination and Remuneration Committee. The
Nomination and Remuneration Committee is composed of a majority of independent
external directors, with an emphasis on objectivity and transparency.
In addition, the standard amount of remuneration for each position, the specific details of
RSUs and PSUs and the amount granted, and other important matters related toremuneration were previously decided by resolution of the Board of Directors, but from June
2022, the Nomination and Remuneration Committee has been entrusted with the authority
to make such decisions.
The Board of Directors decided on the individual remuneration details for the current
financial year at its meeting in June 2021.
Details of the remuneration of directors are also given in the Annual Securities Report.
https://ssl4.eir-parts.net/doc/6736/yuho_pdf/S100OI10/00.pdf

Support system for outside directors
There is no full-time staff to support the outside directors, but each department, led by thefull-time director, provides the necessary materials and information and other necessary
support.

15

Matters related to functions such as business execution, auditing and supervision, nomination
and remuneration decisions (overview of the current corporate governance system)
・The Board of Directors
In addition to the regular monthly meetings of the Board of Directors, the Board of
Directors meets as necessary to resolve, deliberate and report on matters relating to theoverall management of the Group.
・Audit and Supervisory Committee
In addition to the regular monthly meetings of the Audit Committee, meetings are held asnecessary to receive reports from the full-time Audit Committee members on the status of
the execution of their duties and from the selected Audit Committee members on thestatus of the audit.
The Board of Directors receives reports and deliberates on the results of investigations
and surveys, and reports and proposes resolutions and discussion results to the Board of
Directors as necessary.
・Management Meetings
Meetings attended by the directors (excluding outside directors), executive officers, andfull-time Audit Committee members are held once a month, at which the general managers
of each division report on the progress of the management plan.
The Board is responsible for reporting and discussing management issues.
・Independent auditors
The term of KPMG AZSA LLC, the Company's accounting auditor, expired at the 51st
Ordinary General Meeting of Shareholders held on June 23, 2022, and based on acomprehensive review of the audit response and fees appropriate to the scale of theCompany's business, Frontier Audit Corporation was proposed as the accounting auditor
and was approved.
Details of Frontier Audit Corporation are stated in the notice of convocation.
https://www.sundenshi.co.jp/ir_info/notes/2022/51thNoticeGeneralMeetingShareholders.pdf
・Limited liability contract
The Company has entered into agreements with non-executive directors to limit their
liability under Article 423, Paragraph 1 of the Companies Act, and the maximum amount ofliability under such agreements is stipulated in Article 425(1) of the Companies Act.

16

3. Reasons for choosing the current corporate governance system
The Company has adopted a corporate governance system with an Audit Committee forthe following reasons
1. Enhanced monitoring
As Audit Committee members have voting rights at meetings of the Board of Directors,
they are able to exercise a monitoring function over management by opposing
inappropriate proposals by executive directors.
In addition, the Audit and Supervisory Committee members appointed by the Audit andSupervisory Committee have the right to express their opinions on the election, dismissal
and remuneration of directors (excluding directors who are Audit and Supervisory
Committee members) at the General Meeting of Shareholders. The Audit andSupervisory Committee members, who are selected by the Audit and Supervisory
Committee, also have the right to express their opinions on the election, dismissal,
remuneration, etc. of directors (excluding directors who are Audit and Supervisory
Committee members) at the General Meeting of Shareholders.
2. Speeding up decision-making in the execution of businessIn the case of a company with an Audit and Supervisory Committee, if the majority of thedirectors are outside directors, or if the articles of incorporation so stipulate, certain
important business execution decisions may be delegated to directors (excluding
directors who are Audit and Supervisory Committee members). This enables the Boardof Directors to make quick decisions on important business operations. This allows theBoard of Directors to concentrate on monitoring the executive directors.
III. Status of implementation of measures concerning shareholders and other interested parties
1. Efforts to revitalise the General Meeting of Shareholders and to facilitate the exercise of voting
rightsSupplementary information
Early dispatch ofEvery year, we try to send out the mail earlier than the legal
notices of general
deadline.
meetings ofThis year, due to the impact of COVID-19, it was sent out on theshareholders
legal date (8 June).
Setting up
The date of the Ordinary General Meeting of Shareholders is set toshareholder
avoid concentrated days.
meetings to avoid
This year the meeting was held on 23 June, avoiding the intensive
concentrated days
day of 28 June.
Exercise of voting
We recognise that this is an issue that needs to be considered inrights by
the future.
electromagnetic
means
Participation in the
We recognise that this is an issue that needs to be considered inelectronic voting
the future.
platform and efforts
to improve thevoting environment
for other
institutional
investors
Provision of thenotice of
convocation(summary) in
EnglishOther

The English version will be available from the Notice ofConvocation of the General Meeting of Shareholders in June 2020.

In the interests of early disclosure of information to shareholders,the information will be posted on the Company's website and on
TDnet, seven working days prior to the dispatch of the notice of17

convocation.
In addition, the "Notes to Consolidated Financial Statements" and"Notes to Non-Consolidated Financial Statements" among the
documents to be provided in the notice of convocation areprovided only on the Company's website in accordance with laws
and regulations and Article 14 of the Articles of Incorporation.
In previous years, at the Company's shareholders' meetings, wehave included explanatory slides with graphs when presenting thebusiness report and consolidated financial statements in order toallow shareholders to better understand our business.
The narration of the business report and the consolidated financial
statements are used to provide shareholders with a clear
understanding of the report.
Other shareholder newsletters are published on the Company's
website immediately after the General Meeting of Shareholders.
Activities related to investor relations

Supplementary information

Preparation andpublication of adisclosure policy
Regular briefings
for individual
investors

Regular briefings
for analysts andinstitutional
investors
Regular briefings
for overseas
investors
IR materials posted
on website

Establishment of a

In light of the Fair Disclosure Rules, which cameinto effect on 1 April 2018, the Company willconsider preparing and publishing a disclosure
policy.
We do not currently hold these meetings on aregular basis.
In the future, we will consider holding suchsessions complying with the purpose and thesignificance of the Fair Disclosure Rules, as ameans to ensure a proper understanding of ourcorporate value, reducing the information gap
between institutional and individual investors.
The financial results presentation for the fiscal
year ended in March 2022 was given online on
May 31st. The video and the material of thispresentation are posted on the Company's
website.
We do not currently hold regular meetings, but we
do respond to enquiries on an individual basis.
Various reports, explanatory materials forfinancial results, notices of convocation of general
meetings of shareholders, shareholder
newsletters, etc. are posted on the Company's
website, and explanatory materials for financial
results and notices of convocation of general
meetings of shareholders are also posted in
English.
In addition, in light of the Fair Disclosure Rules
that will come into effect on 1 April 2018, we willcontinue to consider expanding the provision of
information on our website, including thetranslation of the convocation notice into English.
At present, investor relations is handled by the
18

Whether the
representatives
themselves
giveexplanations

None

ExistentNonedepartment (orperson) in chargeof IR

Public Relations and Investor Relations
department.

Efforts to respect the position of stakeholders
Respect for the
position of
stakeholders ininternal rules andregulations
Implementation ofenvironmental
protection activities,
CSR activities, etc.

Formulation ofpolicies and othermatters relating to
the provision of
information to
stakeholders
Other

Supplementary information
A number of internal rules and regulations are in place to raiseawareness within the company.

Recognising that the 21st century is the "Environmental Century",
we have established the "Environmental Management Regulations"and are committed to the growth of our business and the reductionof our impact on the global environment.
In addition, we have obtained the "Privacy Mark" and are promoting
activities to protect personal information.
A number of internal rules and regulations are in place to raiseawareness within the company.

We do not yet have any female directors, but we do have four
female managers.
We see the promotion of female executives and managers as an
issue that we must continue to address.

19IV. Matters relating to internal control systems, etc.
1. Basic policy on internal control system and its development
1. Systems to ensure that the execution of duties by directors and employees complies
with laws and regulations and the Articles of Incorporation
・Directors and employees shall strive to engage in legitimate and fair business activities
that meet the needs of society in accordance with the Directors' Regulations and the
Employees' Employment Regulations.
・In order to ensure compliance with laws, regulations and internal rules in our businessactivities, we have established compliance regulations and appointed a complianceofficer.
・We will identify the laws and regulations that apply to our business, establish a basis
for compliance with legal requirements, and provide education and awareness from time
to time.
・The Internal Audit Department, which reports directly to the Audit Committee, shallaudit compliance and report to the Board of Directors and the Audit Committee.
・The Company has introduced an internal reporting system to prevent violations oflaws, regulations, the Articles of Incorporation and internal rules, and in the event of aviolation, the Company will promptly ascertain information and take action.
・The Company shall resolutely exclude and block antisocial forces and groups, and theGeneral Affairs Department shall deal with them in close cooperation with the police andother external specialized agencies.
2．System for the storage and management of information relating to the execution ofduties by directors
・In accordance with laws, regulations, the Articles of Incorporation, and internal rules,
the Company shall preserve and manage information related to decision-making at theBoard of Directors, the Executive Committee, and other important meetings, information
related to important decisions made by the President and Representative Director,
executive officers, and other persons, and information related to finance, otheradministrative operations, risk, and compliance. The information shall be stored andmanaged in accordance with laws, regulations, the Articles of Incorporation and internal
rules.
3. Regulations and other systems for managing the risk of loss
In accordance with the Risk Management Rules, the Company aims to minimize losses
by preventing the occurrence of risks and responding appropriately to any risks that may
arise.
4. System to ensure the efficient execution of duties by directors
・In order to achieve swift and highly efficient corporate management, an executive
officer system will be introduced to clarify the roles of directors (excluding directors who
are members of the Audit Committee) and executive officers. The roles of directors(excluding directors who are members of the Audit Committee) and executive officers will
be clarified.
・The Board of Directors, which meets once a month in principle, makes decisions onimportant management matters in accordance with relevant laws and regulations, theprinciples of business judgment, and the duty of care of a good manager, and regularly
reports on the status of the execution of duties.
・The responsibilities and authorities for the execution of business are set out in theRules on Division of Duties and Organization Rules.
・Important business operations are deliberated on by the Management Committee,
which consists of directors and executive officers, in order to conduct a multifaceted
review.
・Matters relating to the operation of the Board of Directors are set out in theRegulations of the Board of Directors, and basic matters relating to directors are set out
in the Regulations of the Directors.
5. The following systems and other systems to ensure the appropriateness of business
operations of the corporate group consisting of the Company and its subsidiaries
20

(hereinafter referred to as the "Group")a． A system for reporting to the Company on matters relating to the performance of
duties by directors, executive officers, employees who execute business, persons who
are required to perform duties under Article 598, Paragraph 1 of the Companies Act, andother persons equivalent to these persons (referred to as "directors, etc." in C and D) of
subsidiaries. Systems for reporting to the Company on matters relating to the executionof duties by directors, executive officers, employees, persons who are to perform duties
under Article 598, Paragraph 1 of the Companies Act, and other persons equivalent
thereto (referred to as "directors, etc." in (c) and (d))
・The Company requires its subsidiaries to submit to the Company monthly financial
statements, quarterly financial statements, and other relevant materials as necessary, inorder to obtain an accurate understanding of the management of the subsidiaries, inaccordance with the Company's Regulations for the Management of AffiliatedCompanies.
・The Company shall require subsidiaries to report to the Company their operating
results, financial condition, and other important information at the quarterly meetings ofthe Board of Directors, which are attended by the Company's directors.
b． Rules and other systems for managing the risk of loss in subsidiaries
・In accordance with the Company's risk management regulations, the Company
requires its subsidiaries to prevent the occurrence of risks and to take appropriate
measures to deal with any risks that may arise, in order to minimize the Company's
losses.
・The Company requires its subsidiaries to establish a system whereby any violation oflaws and regulations, or any other fact that may cause significant damage to the Group,
is immediately reported to the department in charge of managing the subsidiary as soon
as it is discovered.
c. System to ensure the efficient execution of duties by directors, etc. of subsidiaries
System to ensure that the execution of duties by directors, etc. of subsidiaries is carriedout efficiently
・The Company shall respect the autonomy and independence of the management of its
subsidiaries, and shall require its subsidiaries to formulate basic policies and rules
necessary for the execution of their business operations in order to contribute to theproper and efficient management of its subsidiaries.
・The Company shall require its subsidiaries to make decisions on importantmanagement matters at the quarterly meetings of the Board of Directors attended by theCompany's directors in accordance with relevant laws and regulations, principles ofbusiness judgment, and the duty of care of a good manager, and to report regularly on
the status of execution of duties and other matters.
d. System to ensure that the execution of duties by directors and employees ofsubsidiaries complies with laws and regulations and the Articles of Incorporation
・The Company requires its subsidiaries to establish a system whereby its directors, etc.
and employees strive to conduct legitimate and fair business activities that meet theneeds of society in accordance with the basic policies established by the subsidiaries.
・The Company shall require its subsidiaries to be assessed by a member of the Audit
Committee selected by the Audit Committee of the Company and the department incharge of internal audit in order to confirm the status of compliance and the development
and operation of internal control systems.
・The Company requires its subsidiaries to introduce and use an internal reporting
system for the early detection and correction of legal violations and other complianceissues.
6. Matters concerning employees who are to assist the Audit Committee in its duties
・Employees of the Internal Audit Department shall assist the Audit Committee in its
duties (hereinafter referred to as "Audit Assistants"). Employees of the Internal Audit
Department assist the Audit Committee in its duties (hereinafter referred to as "Audit
Support Staff").
21

7. Independence of audit support staff from directors (excluding directors who aremembers of the audit committee)
・Audit assistants are subject to the direction and orders of the Audit Committee andAudit Committee members selected by the Audit Committee.
・The prior consent of the Audit Committee is required for decisions on matters relating
to the appointment of audit support staff.
8. Matters relating to ensuring the effectiveness of instructions given by the Audit
Committee to employees who assist the Audit Committee in its duties
・Directors (excluding directors who are members of the Audit and Supervisory
Committee) and employees shall cooperate in the development of the audit environment
so that the work of the audit support staff, who are to assist the Audit and Supervisory
Committee, can be carried out smoothly. Directors (excluding Directors who aremembers of the Audit Committee) and employees shall cooperate in the development of
the audit environment so that the work of the audit support staff who are to assist the
Audit Committee in its duties can be carried out smoothly.
9. The following systems and other systems for reporting to the Audit and Supervisory
Committee of the Company
a. System for reporting to the Audit Committee by the Company's directors (excluding
directors who are members of the Audit Committee) and employees b. Systems forreporting by the Company's directors (excluding directors who are members of the Audit
Committee) and employees to the Audit Committee of the Company
・Directors (excluding Directors who are members of the Audit Committee) andemployees shall immediately report to the Audit Committee any fact that may causesignificant damage to the Company. Directors (excluding Directors who are Audit &Supervisory Board Members) and employees shall immediately report to the Audit &Supervisory Board any facts that may cause significant damage to the Company.
・The Audit Committee members selected by the Audit Committee shall attend meetingsof the Board of Directors and other important meetings in order to gain an understandingof the important decision-making process and the status of business execution.
・The Audit and Supervisory Committee members selected by the Audit and Supervisory
Committee may inspect major approval documents and other important documents
related to the execution of business, and may request explanations from directors(excluding directors who are Audit and Supervisory Committee members) or employees
as necessary. The Audit and Supervisory Committee members selected by the Audit andSupervisory Committee may inspect major approval documents and other important
documents concerning the execution of business, and may request explanations thereof
from directors (excluding directors who are Audit and Supervisory Committee members)
or employees as necessary.
b. The Company's subsidiaries’ Directors, corporate auditors, executive officers,
employees who execute the business of the Company's subsidiaries, persons who are
required to perform duties under Article 598(1) of the Companies Act, and other persons
equivalent to these persons.
(referred to as "Directors, etc." in this item) (in this item, "Directors, etc.") and employees,
or persons who receive reports from these persons, to the Audit Committee of theCompany.
・Directors, etc. and employees of subsidiaries shall promptly and appropriately report to
the Audit Committee of the Company on matters related to the execution of business
when requested to do so by the Audit Committee members selected by the Audit
Committee.
・Directors, etc. and employees of subsidiaries shall immediately report to thedepartment in charge of managing subsidiaries as soon as they discover any violation oflaws and regulations, etc., or any other facts that may cause significant damage to theGroup, and the department in charge shall report to the Audit Committee.
・The department in charge of the management of the Company's subsidiaries and thedepartment in charge of internal audit regularly report to the Audit Committee of theCompany on the current status of internal control audit, compliance, risk management,22

etc. in the subsidiaries.
10. System to ensure that those who report to the Audit Committee of the Company are
not subjected to disadvantageous treatment by reason of such reporting
・The Company shall clearly stipulate in its Internal Reporting System Operation Rules
that it shall prohibit any disadvantageous treatment of directors, corporate auditors andemployees of the Group who have reported to the Audit Committee of the Company on
the grounds that they have made such a report.
11. Matters relating to the policy regarding the prepayment of expenses incurred in theexecution of duties by members of the Audit Committee of the Company
・When a member of the Audit & Supervisory Board of the Company makes a request to
the Company for advance payment of expenses in connection with the performance of
his/her duties, the Company shall promptly dispose of such expenses or debts after
deliberation by the department in charge of accounting, unless it is proved that theexpenses or debts relating to such request are not necessary for the performance of theduties of the Audit & Supervisory Board member.
12. Other systems to ensure that the audits of the Audit Committee of the Company are
conducted effectively
・Regular exchange of opinions between the Representative Director and the Audit andSupervisory Committee shall be held.
・In addition to holding liaison meetings between the Audit Committee, the accounting
auditor and the department in charge of internal audit at the request of the Audit
Committee, the Company shall establish a system to ensure that the Audit Committee's
audits are conducted effectively by ensuring the attendance of Audit Committee
members at various meetings.
2. Basic approach to the elimination of antisocial forces and the status of its development
1. Basic approach towards antisocial forces
・The Company shall not provide any benefits to antisocial forces, nor shall it beinvolved with antisocial forces in any way.
・The Company's employees (all those who work for the Company) must be committed
to social justice, and to winning the trust of customers, the market and society, they must
not tolerate unjustified intervention by anti-social forces, and must show theirdetermination to eliminate them.
2. System for the elimination of antisocial forces
・In order to cope with antisocial forces, the Company will describe such forces in the
Compliance Rules and the Rules for Dealing with Antisocial Forces, and under thesupervision of the officer in charge of compliance, the entire company will work together
to ensure that all employees are aware of and thoroughly understand how to deal withsuch forces.
・Organizationally, the director in charge of compliance, the head of the division in
charge of general affairs, the head of the division in charge of legal affairs, and the legal
counsel will take the lead in seeking guidance from external organizations such as thepolice to deal with the situation.
V.1. Others
1. Introduction of anti-takeover measures
Introduction of takeover defense measures None
Supplementary information on relevant items━.

23

2. Other matters relating to corporate governance systems, etc.
Schematic diagram of the corporate governance system" and "Outline of the timely disclosuresystem".

24