Lion Corporation Basic Corporate Governance Policy

Section 1. General Rules
1. Purpose (2.1, 3.1.i)
Based on its corporate philosophy, laid out below, Lion Corporation (“Lion,” “the Company”) has
established this Basic Corporate Governance Policy (“the Basic Policy”) to enhance the corporate
value of the Company and its affiliated companies (collectively the “Lion Group”).
PURPOSE
Make a difference in everyday lives by redesigning habits: ReDesign
BELIEFS
The customer determines the value
Believe in yourself and be proactive
Speed makes the difference
Interact and inspire to create
Change moves us forward
DNA
Fulfilling a Spirit of Love

2. Basic Approach to Corporate Governance (3.1.ii)
Lion’s top priorities for corporate governance are to increase management transparency, strengthensupervisory functions, accelerate decision making and ensure compliance. By strengthening andenhancing its corporate governance systems, Lion aims to increase its corporate value.
3. Establishment and Abolishment of the Basic Policy
The Basic Policy is established, and may be abolished, by resolution of the Board of Directors.

Established June 30, 2016
Amended February 9, 2018
Amended October 31, 2018
Amended February 12, 2021
Amended December 27, 2021
Amended February 28, 2022
Amended March 30, 2023
Amended April 1, 2024

The numbers in parentheses at the start of each section of this Basic Policy indicate the related
sections of Tokyo Stock Exchange, Inc.’s Corporate Governance Code.

1Section 2. System of Corporate Governance
1. Organizational Structure (4, 4.2, 4.10)
Lion is a company with an Audit & Supervisory Board as defined in the Companies Act, with asystem of corporate governance in which the Board of Directors provides adequate oversight ofmanagement while independently operating Audit & Supervisory Board members provide appropriate
auditing. To reinforce the Board of Directors’ management oversight function and speed decision
making, Lion has adopted an executive officer system. In addition, to increase managementtransparency and further enhance corporate governance, Lion has established a Nomination Advisory
Committee and Compensation Advisory Committee comprising mainly external directors and external
Audit & Supervisory Board members. (Reference 1)
2. Board of Directors(1) Roles and Responsibilities of the Board of Directors (4.1, 4.1.1)
The Board of Directors carries out the duties specified by law and the Articles of Incorporation,
decides important matters related to the Group’s business execution, and oversees the execution of
the duties of directors and executive officers.
Such important matters as Group-wide management policy and strategy are considered by the
Executive Management Board, which determines their general outline, before being taken up by the
Board of Directors for a final decision. Important matters related to business execution by individual
departments are delegated to the Executive Management Board and the Executive Committee
for more nimble decision making.
To clarify responsibility and authority for decision making, Lion has established standards ofauthority that lay out which items are decided by the Board of Directors, the Executive Management
Board and the Executive Committee.
(2) Board of Directors Composition and Appointment Standards (3.1.iv-v, 4.3.1, 4.6, 4.8, 4.11, 4.11.1)
To ensure speedy decision making, the Articles of Incorporation specify that the Board of Directors
shall comprise no more than 11 members. To improve the effectiveness of the board’s oversightfunction, at least one third of its members are external directors.
To ensure a good balance of candidates for directors and Audit & Supervisory Board members
who possess the diverse knowledge, experience and abilities needed to increase Lion’s corporate
value, Lion has established Director/Audit & Supervisory Board Member Candidate Selection
Standards (Reference 2) as well as Standards Regarding the Independence of External
Directors/Audit & Supervisory Board Members (Reference 3).
The Board of Directors selects candidates who meet the criteria of the above standards andconsults with the Nomination Advisory Committee on these candidates. Based on the committee’s
response, the board selects candidates to propose for appointment to the Shareholders Meeting.
Reasons for candidate selection are provided in the convening notice of each Shareholders
Meeting as part of the appointment proposal. In addition, diversity in terms of gender, age,nationality and other factors will be considered.
(3) Operation and Chairperson of the Board of Directors (4.12, 4.12.1.i-v, 4.13.2)
The Board of Directors is convened and chaired by a representative director predetermined by the
Board of Directors.
The chairperson of the Board of Directors operates the board in a way that ensures that
directors (including external directors) and Audit & Supervisory Board members (including external

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Audit & Supervisory Board members) have ample opportunity to express their opinions and thatfacilitates open, lively, constructive discussion.
The Board of Directors meets once a month, with additional meetings as necessary. The board takes
steps to promote vigorous discussion at its meetings. These include setting out the board’s annual
schedule prior to the commencement of each fiscal year, conducting detailed scrutiny of proposals
to be considered, distributing related materials before meetings, and providing prior explanationsof proposals to external directors.
Directors may seek the advice of consultants or other outside experts at the expense of Lion as
required to execute their duties.
(4) Corporate Officer Compensation (3.1.iii, 4.2.1)
The Company maintains a corporate officer compensation system designed to provide the sound andappropriate incentives necessary to retain outstanding management talent in order to realize theCompany’s management policies and continuously increase its corporate value over the medium andlong term.
Director compensation is decided by the Board of Directors, and Audit & Supervisory Board
member compensation is decided by the Audit & Supervisory Board, based on the results ofconsultation with the Compensation Advisory Committee. Compensation is set within the limits
decided by resolution of the Shareholders Meeting.
Compensation for directors (excluding external directors) consists of fixed monthly compensationand performance-linked compensation (bonuses and stock-based compensation). Compensation for
external directors and Audit & Supervisory Board members consists only of fixed monthly
compensation. Total compensation is determined for directors and Audit & Supervisory Board
members based on their individual roles and responsibilities using survey data from specialized
external institutions as an objective benchmark.
The compensation of each director (excluding external directors) comprises approximately 50%
fixed compensation and 50% performance-linked compensation (30% bonus and 20% stock-based
compensation). The proportion of performance-linked compensation is increased in step with theindividual’s rank and revised as needed.
Once per year, fixed monthly compensation is raised or lowered following an appraisal of thedirector’s job execution performance, management supervision performance, and contribution toaddressing the Sustainability Material Issues. Performance-linked compensation is calculated basedon the degree to which performance targets are met in each fiscal year and paid out individually in adesignated period after the end of the relevant fiscal year.
Within performance-linked compensation, the total amount of bonuses allocated to directors(rounded down to the nearest ¥10,000) is the sum of 50% of 0.5% of core operating income and 50%
of 0.75% of profit attributable to owners of parent for the relevant fiscal year. The upper limit on thistotal is ¥250 million. However, if core operating income or profit attributable to owners of parent are
negative (a loss), the value for that item used in the formula will be zero.
Performance-linked stock-based compensation consists of a fixed portion granted each fiscal year
and a performance-linked portion granted based on the degree to which earnings targets outlined in
the medium-term management plan have been achieved for each fiscal year during the period of said
plan. The fixed portion and the performance-linked portion form equal halves of the stock-based
compensation base amount specified for each rank.
With regard to stock-based compensation, in the event that a director commits a serious breach of
duty or violation of internal regulations, the Company may seize share granting points already grantedor require the return of cash in an amount equivalent to the value of the Company’s shares, etc.,3already granted.
The above basic policy on director and Audit & Supervisory Board member compensation and asummary of its contents are approved by the Board of Directors following consultation with theCompensation Advisory Committee and disclosed in the Company’s business reporting materials andSecurities Report.
(5) Advisory Committees (3.1, 4.1.3, 4.3.1-3, 4.8.1-2, 4.10, 4.10.1)
Lion has established the Nomination Advisory Committee and Compensation Advisory Committee,
comprising mainly external directors and external Audit & Supervisory Board members, as advisory
bodies to the Board of Directors. These committees help improve management objectivity andtransparency. In addition, to further enhance corporate governance, Lion maintains an Advisory
Committee composed of outside experts other than external directors and external Audit & Supervisory
Board members.
a. Nomination Advisory Committee
The Board of Directors consults the Nomination Advisory Committee regarding the necessary
qualities (the expertise and experience possessed by each candidate shall be summarized in a skill
matrix as exemplified in reference 2), reasons for selection or dismissal and related processes fornominating directors, Audit & Supervisory Board members and executive officers as well as hiring
individuals who have previously served in these roles as consultants. The committee considers
the matters in question and provides a response to the Board of Directors (or, for matters regarding
Audit & Supervisory Board members, to the Audit & Supervisory Board). The committee also
exchanges opinions on the development of future Group presidents.
The Nomination Advisory Committee comprises external directors and external Audit &Supervisory Board members as well as a representative director predetermined by the chairmanof the Board of Directors. The members of the committee select from among themselves thecommittee chairperson, who must be an external director or external Audit & Supervisory Board
member.
b. Compensation Advisory Committee
The Board of Directors consults the Compensation Advisory Committee regarding such matters as
the compensation system, compensation levels and bonus calculation methods for directors andAudit & Supervisory Board members. The committee considers the matters in question and provides
a response to the Board of Directors (or, for matters regarding Audit & Supervisory Board members,
to the Audit & Supervisory Board).
The Compensation Advisory Committee comprises external directors and external Audit &Supervisory Board members. The members of the committee select from among themselves thecommittee chairperson.
c. Advisory Committee
The Advisory Committee comprises outside experts other than the external directors andexternal Audit & Supervisory Board members who possess extensive knowledge and insight.
The committee considers the appropriateness and other aspects of Lion’s management policies
and measures. The committee serves to reflect objective opinions from a wide range ofperspectives in management. In principle, the committee meets twice a year. The chairperson of
the Board of Directors reports a summary of the committee’s advice to the Board of Directors.

4(6) Ensuring Effectiveness (4.3, 4.3.2, 4.3.4, 4.11.3, 4.13.3)
a. Internal Control
The Board of Directors determines basic policies for the system of internal control to ensurethat directors and their staff comply with relevant laws and the Articles of Incorporation in thecourse of their duties.
To strengthen the Group’s legal compliance and ethics awareness, Lion has established theLion Group Charter for Corporate Behavior (Reference 4) and Behavioral Guidelines, andmanages the spread and establishment of corporate ethics awareness through the Corporate
Ethics Committee, which is chaired by the corporate ethics manager.
In terms of risk management, Lion appoints an officer responsible for comprehensive risk
management. This officer comprehensively manages Groupwide risk and reports to the Boardof Directors on the status of related initiatives every fiscal year.
Furthermore, to ensure the reliability of financial reporting, Lion has established theInternal Control Policies Regarding Financial Results Reporting. The status of systems andoperations in this area is evaluated and reported to the Board of Directors.
In addition, the status of internal control systems and their operations is subject to periodic
operational audits undertaken by the Auditing Office and reported to the Board of Directors
each fiscal year.
b. Evaluations of the Board of Directors
Striving to ensure the effectiveness of the Board of the Directors, every fiscal year, the board
conducts evaluations related to such areas as the board’s operating methods and the content
and status of the proposals it considers. These evaluations include examinations of eachdirector. A summary of the results of these evaluations is disclosed in the Corporate
Governance Report.
3. Audit & Supervisory Board(1) Roles and Responsibilities of the Audit & Supervisory Board (4.4)
The Audit & Supervisory Board provides oversight to ensure that the directors are executing theirduties in accordance with the law and the Articles of Incorporation. The board also exercises
appropriate authority over such matters as the selection, dismissal and compensation of
accounting auditors.
The Audit & Supervisory Board determines audit standards, policies and plans for the Audit &Supervisory Board members. The Audit & Supervisory Board members attend important meetings,
including those of the Board of Directors, conduct hearings on the status of the execution of thedirectors’ duties, implement on-site audits at Lion’s headquarters and other important operatingsites, and investigate Lion subsidiaries.
(2) Audit & Supervisory Board Composition and Appointment Standards (3.1.iv-v, 4.11, 4.11.2)
The Articles of Incorporation specify that the Audit & Supervisory Board shall comprise no morethan five members, at least half of whom must be external Audit & Supervisory Board members.
The Board of Directors selects candidates who meet the criteria of the Director/Audit &Supervisory Board Member Candidate Selection Standards (Reference 2) and Standards
Regarding the Independence of External Directors/Audit & Supervisory Board Members (Reference3) established by the Board of Directors and submits them for consideration by the Nomination
Advisory Committee. Based on the results of this consideration and approval by the Audit &Supervisory Board, the Board of Directors selects candidates to propose for appointment to the5Shareholders Meeting. Reasons for the selection of candidates are provided in the convening noticeof each Shareholders Meeting as part of the appointment proposal.
At least one candidate must have considerable knowledge of finance and accounting.
(3) Operation and Chairperson of the Audit & Supervisory Board (4.4.1, 4.13, 4.13.1-3)
The chairperson of the Audit & Supervisory Board is selected by resolution of the board fromamong its members.
The chairperson of the Audit & Supervisory Board carries out duties delegated by the board.
The chairperson cannot interfere with the exercise of authority by the other Audit & Supervisory
Board members.
The Audit & Supervisory Board strives to actively express opinions to the Board of Directors andindividual directors from an independent, objective standpoint.
Audit & Supervisory Board members may seek the advice of consultants or other outside experts
at the expense of Lion as required to execute their duties.
The Audit & Supervisory Board maintains systems to ensure the effectiveness of each Audit& Supervisory Board member’s audits. In addition, the board strives to cooperate as needed with
the Auditing Office, representative directors and external directors through such means as
exchanging information.
(4) Coordination with the Accounting Auditor and Auditing Office (3.2.1.i-ii, 3.2.2i-iv)
The Audit & Supervisory Board strives to maintain a system that enables appropriate auditing andto maintain adequate coordination with the accounting auditor and Auditing Office. The board also
secures adequate coordination with the representative directors and external directors when
responding to requests from the accounting auditor or when otherwise necessary.
The Audit & Supervisory Board determines standards for evaluating the accounting auditor andevaluates the execution of the accounting auditor’s duties in terms of audit quality, independence,expertise and other factors. Furthermore, the board requests explanations from the accounting
auditor about compliance with quality management standards in order to ensure that theaccounting auditor carries out audits correctly.
If the accounting auditor discovers wrongdoing and requests an appropriate response or points
out an inadequacy or problem, the Audit & Supervisory Board quickly investigates and addresses
the issue appropriately.
4. Accounting Auditor (3.2)
Lion regards the accounting auditor as responsible for guaranteeing the trustworthiness of theinformation Lion discloses to shareholders and investors, and ensures a framework that allows theaccounting auditor to audit correctly.

5. Directors and Audit & Supervisory Board Members(1) Directors (4.5, 4.7.i-iv, 4.11.2)
Directors, being fully aware of their fiduciary responsibility to shareholders, must work to increase
the corporate value of the Lion Group and contribute to the common interests of shareholders.
Directors must endeavor to actively contribute to Board of Directors meetings, engage inconstructive discussion, and gather the information and obtain the knowledge and training
necessary to carry out their duties.
External directors must oversee management from an independent perspective and work to

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provide management advice, monitor conflicts of interest, and actively reflect the opinions ofstakeholders at meetings of the Board of Directors.
Any significant concurrent positions held by external directors are listed in the referencematerials for the Shareholders Meeting and in business reporting materials.
(2) Audit & Supervisory Board Members (4.5, 4.11.2)
As independently operating authorities, Audit & Supervisory Board members oversee the executionof the duties of the directors. Fully aware of their fiduciary responsibility to shareholders, Audit &Supervisory Board members work to assure the soundness of efforts to improve corporate value
and contribute to the common interests of shareholders.
Audit & Supervisory Board members must endeavor to secure the transparency and fairness of
the Company’s decision making, actively express their opinions at Board of Directors meetings,
and gather the information and obtain the knowledge and training necessary to carry out their duties.
Audit & Supervisory Board members must oversee and verify the construction and operationof the system of internal control. Standing Audit & Supervisory Board members must strive to sharethe information they obtain in the course of their duties with the other Audit & Supervisory Board
members.
Any significant concurrent positions held by external Audit & Supervisory Board members arelisted in the reference materials for the Shareholders Meeting and in business reporting materials.
(3) Independence Requirements for External Directors and External Audit & Supervisory Board
Members (4.9)
In order to further enhance management supervision and oversight functions, increasetransparency and strengthen and enhance its system of corporate governance, Lion has
established Standards Regarding the Independence of External Directors/Audit & Supervisory Board
Members (Reference 3). In combination with the stipulations of the Companies Act, thesestandards are used to ensure that external directors and external Audit & Supervisory Board
members have no special interest in the Group and are independent.
(4) Director and Audit & Supervisory Board Member Training (4.14, 4.14.1-2)
After directors and Audit & Supervisory Board members are appointed, Lion provides them withinformation and opportunities for training and learning in such areas as law, business, financeand company organization as necessary to sustainably carry out the roles and responsibilities
expected of them. If this includes participation in external seminars, Lion covers related costs.
Lion conducts ongoing compliance education, which serves to both confirm the status ofcompliance with the Lion Group Charter for Corporate Behavior and renew participants’commitment to the charter. In addition, Lion invites outside instructors to provide training related tocorporate governance as needed.
When external directors and external Audit & Supervisory Board members take office, Lion sets
up opportunities to explain such matters as its corporate philosophy, business content,
organizational structure and system of corporate governance and these learning opportunities are
made continually available thereafter.

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Section 3. Securing the Rights and Equal Treatment of Shareholders
and Dialogue with Shareholders
1. Securing the Rights of Shareholders (1, 1.1., 1.1.1, 1.1.3)
Lion recognizes the importance of shareholder rights and strives to maintain appropriate systems
to effectively secure the rights and equal treatment of all shareholders, including minority andforeign shareholders.
The Board of Directors periodically reviews the results of votes held on proposals at the
Shareholders Meeting. In particular, when a considerable number of votes have been cast against
a proposal, the board takes the result seriously, analyzes the factors that led to the votes against it
and then considers the need for shareholder dialogue and other measures.
2. Shareholders Meeting (1.1.2, 1.2, 1.2.1-4, 3.1.2)
Lion regards the Shareholders Meeting as an opportunity for constructive dialogue with shareholders.
To allow the maximum number of shareholders to attend, Lion secures a large-scale, convenient
venue. Furthermore, Lion maintains online systems to enable voting by shareholders who cannot
attend.
To secure adequate time for consideration of the proposals to be decided at the Shareholders
Meeting, Lion posts convening notices on its website and the website of Tokyo Stock Exchange
approximately four weeks before the meeting. Written notices are also promptly sent out. Lion
improves convenience for and secures equal treatment of institutional and overseas investors
through such measures as using the Electronic Voting Platform and providing English
translations of convening notices.
Lion proposes to shareholders that certain powers of the Shareholders Meeting be delegatedto the Board of Directors only after thorough consideration of such factors as the assurance of agility
in the Company’s system of corporate governance and management decision making.
3. Capital Policy (1.3, 1.6)
Lion works to maintain a financial base that will enable sustainable growth and seeks to improve
capital efficiency and profitability. While maintaining an appropriate balance of investment in growth,shareholder returns and internal reserves, over the medium to long term, Lion strives to enhanceshareholders’ equity and aims for a return on equity (ROE) of approximately 10–14% and return on
invested capital (ROIC) of approximately 8–10%.
Lion aims for a 30% consolidated dividend payout ratio in the policy of progressive dividends. In
some cases, Lion may acquire treasury stock. Through such means, Lion strives to enhanceshareholder returns.
When implementing capital measures that result in a change in control of the Company
or significant dilution, the Board of Directors reaches a resolution based on careful examination of
the necessity and rationale of the measures in question in order to avoid unfairly harming
existing shareholders’ interests. Furthermore, the Board of Directors explains its resolution toshareholders and investors in line with rules regarding timely disclosure and other relevant guidelines.
4. Cross-Shareholdings (1.4, 1.4.1-2)
Lion may maintain cross-shareholdings with other companies only when it has judged that they are
strategically important for such purposes as maintaining and strengthening trade relationships.
The Board of Directors examines the economic rationality of cross-shareholdings on an annual

8basis, checking the investment profitability, capital cost and other factors for each stockholding.
Based on the results of these examinations and such factors as the importance of the relevant
trade relationships, shareholdings determined to be unnecessary are then sold as appropriate,
reducing Lion’s cross-shareholdings.
The voting rights associated with strategically held shares may be exercised based oncomprehensive consideration that includes the improvement of Lion’s corporate value over the
medium to long term and the common interest of Lion’s fellow shareholders.
5. Acquisition Response Policy (1.5, 1.5.1)
Lion believes that persons who control the Company’s decision making on financial matters andbusiness policies should fully understand Lion’s corporate philosophy, sources of corporate value
and the relationships of trust it has with stakeholders who support the Company in order to secureand improve corporate value and to act in the common interests of shareholders in a continuousand sustainable manner.
The Company resolved not to continue the anti-takeover measures against large-scalepurchases of the Company's shares (anti-takeover measures) at the Board of Directors held on
January 29, 2021. However, in the event of the emergence of a large-scale purchaser who may
damage the corporate value or the common interests of shareholders, the Company will consult
with the Corporate Governance Committee, which is composed solely of external directors andexternal Audit & Supervisory Board members, in order to enhance the objectivity and rationality of
the Board of Directors. The Board of Directors will respect the recommendations of the Committee
to the maximum extent possible and, after thorough deliberation, will take necessary andappropriate measures in accordance with the Companies Act, Financial Instruments andExchange Act, and other relevant laws and regulations.
If a decision by the shareholders is necessary to ensure the corporate value of the Company
and the common interests of the shareholders, the Company will hold a Shareholders Meeting assoon as possible.
6. Related Party Transactions (1.7)
When a director engages in a transaction on behalf of himself or a third party with Lion that presents
a potential conflict of interest, the transaction must be approved by the Board of Directors,in accordance with the Companies Act and the rules of the board. Furthermore, transactions
between Lion and directors, major shareholders or other related parties are disclosed in line with
the Companies Act, the Financial Instruments and Exchange Act and the Tokyo Stock
Exchange’s timely disclosure rules.
7. Constructive Dialogue with Shareholders (1.2.5, 5, 5.1, 5.1.1, 5.1.2.i-v, 5.1.3)
Recognizing its shareholders and investors as important stakeholders, Lion strives to foster
constructive dialogue in order to improve corporate value.
Lion has designated the IR and SR Office within the Corporate Planning Department as
responsible for shareholder relations and works to enhance the Shareholders Meeting. In addition,
the officer responsible for the Corporate Planning Department holds meetings with domestic andoverseas institutional investors, among other activities. The General Affairs Department and Investor
Relations Office of the Corporate Planning Department are each managed by a designatedresponsible director and coordinate as needed with other related divisions, including those of otherdepartments. Input garnered from dialogue with shareholders and investors is organized and reported
to Lion’s president as needed.
9Lion actively implements investor relations activities. These include providing opportunities
for meetings with institutional and individual investors attended by the president and directors,
including the director responsible for the Corporate Strategy Headquarters, as well as external
directors, in addition to Audit & Supervisory Board members.
Regarding the management of insider information in dialogue with shareholders and investors,
Lion maintains strictly appropriate, timely disclosure in line with its IR Information Disclosure
Policy (Reference 5).
Lion works to understand the composition of its shareholders by implementing annual
identification surveys of the beneficial shareholders who cannot be identified by the names listed in
the shareholder registry, such as institutional investors that hold shares under the name of a trustbank. In the event that such institutional investors or other beneficial shareholders request to exercise
their voting rights at a Shareholders Meeting, Lion considers its response utilizing such resources as
the Zenkabukon’s Guideline on Attendance at the General Shareholders Meetings of Japanese
Listed Companies by Global Institutional Investors.

10Section 4. Relationships with Stakeholders Other than Shareholders
1. Appropriate Cooperation with Stakeholders (2, 2.2, 2.2.1)
Lion maintains the Lion Group Charter for Corporate Behavior (Reference 4) and Behavioral
Guidelines, established by resolution of the Board of Directors, to ensure that all Lion Group executives
and employees are broadly useful to society, respect human rights, adhere to the letter and spirit of
all applicable laws and international rules, maintain the appropriate social conscientiousness to avoid
harming the public welfare, and are active in the creation of a sustainable society.
To promote the permeation of corporate ethics awareness, the Group implements compliancetraining for executives and all employees via e-learning and other channels at least once a year. This
training serves to both confirm the status of compliance with the Lion Group Charter for Corporate
Behavior and renew participants’ commitment to the charter.
The Lion Group strives to maintain appropriate cooperation with customers, trading partners, local
communities and other stakeholders while increasing corporate value.
2. Sustainability (2.3, 2.3.1, 3.1.3, 4.2.2)
Building on its founding spirit, “benefitting society through business activities,” Lion takes a constant
approach to addressing issues confronting the global environment and society over the long term
through its business. In doing so, Lion not only pursues economic development but also gives due
consideration to the environmental and social impact of its operations.
Aiming to realize its management vision for 2030 of “Becoming an advanced daily healthcarecompany,” Lion tackles key management issues to reduce risks and practices purpose-driven
management centered on efforts to “make a difference in everyday lives by redesigning habits(ReDesign)” in line with its purpose. In these ways, Lion aims to contribute to the creation of asustainable society and achieve business growth.
To secure a framework for promoting sustainability-oriented management, Lion has establishedthe Sustainability Promotion Council while appointing an executive officer responsible for thepromotion of measures aimed at addressing the Sustainability Material Issues. Lion also strives toclearly disclose annual progress in the above endeavors to the best possible extent.
3. Diversity (2.4, 2.4.1)
Based on the Lion Group Charter for Corporate Behavior and the Behavioral Guidelines, Lion
endeavors to improve every employee’s sense of job fulfillment while empowering them to pursue theirambitions and remain highly motivated in order to increase productivity and create new value.
Furthermore, through the promotion of Lion Professional Fulfillment Reforms, Lion strives to reach a
new growth stage and, to this end, works to create a stronger company that ensures mutual
understanding and respect between individual employees and is supported by an inclusive
organizational culture.
The Lion Group respects the nationality, gender, and value systems of each of its employees, striving
proactively to create workplaces where diverse human resources are promoted so that they can
succeed. At the same time, based on the concept of work-life enrichment (mutually improving thequality of both work and home life), the Group emphasizes both work life and private life, and provides
support for lifestyle and life planning, through the adoption of flexible work systems, childcare andnursing care support systems and financial planning education. Through such efforts, the Group aims
to provide workplaces that allow all employees to work while maintaining their health and vigor.

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4. Internal Reporting (2.5, 2.5.1)
The Lion Group maintains the “Heart Hotline” internal reporting system for information related to legal
violations or other compliance matters. In addition, the Group maintains the “Quality Information
Hotline” internal reporting system, which can be used by personnel responsible for productdevelopment to report any doubts that arise regarding product quality.
To protect the anonymity of users, the reporting systems include contact points both inside theGroup and through external corporate lawyers. The Group also maintains safeguards to ensure thatusers of the reporting systems and those who cooperate in investigations do not suffer any
disadvantage as a result of said reporting or cooperation.
5. Role of Corporate Pension Fund as Asset Owner (2.6)
To ensure the payment of pension payments and lump-sum payments into the future, Lion’s corporate
pension fund manages its pension assets with the aim of securing the necessary total returns over the
long-term.
To ensure the sound management of the pension fund, Lion assigns personnel from accounting,finance and other relevant divisions who have the appropriate qualities to manage corporate pensions
to monitor the entrusted assets.
Furthermore, the membership of the board of representatives that serves as the decision-making
body for the corporate pension fund is divided equally between Company appointees andrepresentatives of the corporate pension fund beneficiaries elected from among themselves, thereby
creating a framework for appropriately managing any conflict of interest that may arise between thecorporate pension fund beneficiaries and the Company.

12Section 5. Appropriate Information Disclosure
1. Standards of Disclosure (3)Lion has established an IR Information Disclosure Policy (Reference 5) based on the Lion Group
Charter for Corporate Behavior (Reference 4). This policy specifies that the Group shall actively
disclose management strategies, financial information and other corporate information, giving due
care to ensure that such disclosure is fair, accurate and timely, in order to deepen understanding ofand trust in the Group among shareholders, investors and all other stakeholders. In line with thispolicy, the Group strives to ensure appropriate information disclosure.
2. Full Information Disclosure (3.1.i, 3.1.1, 3.1.2, 3.1.3, 4.1.2, 5.2, 5.2.1)
Lion strives to clearly disclose, to the best possible extent, corporate information regarding suchmatters as its management vision, basic strategies, business portfolio management, sustainability
initiatives, and investment in human capital and intellectual properties to shareholders, investors andall other stakeholders, in both Japanese and English.
Vision2030 Long-Term Strategic Framework◇Management Vision
Becoming an advanced daily healthcare company
We will realize healthy minds and bodies for all by creating new customer experiences to makeeveryday habits more natural, easy and enjoyable.
By further evolving and developing its efforts to redesign habits—a form of healthcare Lion is
uniquely positioned to address—Lion aims to contribute to the realization of a sustainable society
and enhance its corporate value.
◇Three Growth Strategies(1) Accelerate Growth in Four Fields of Value Creation
The Lion Group will offer healthcare that it is uniquely positioned to provide to more consumers,
mainly in Asia. By doing so, the Group aims to make a difference in diverse aspects of daily living
and, as a result, accelerate its business growth and enhance its presence in Asia.
〇The Lion Group’s Growth Drivers: Four Fields of Value Creation
Oral Health
Promoting oral healthcare that supports overall health and QOL from the mouth outward.
Infection Control
Becoming a hygiene solution provider by addressing all kinds of risk related to infectious disease.
Smart Housework
Creating new housework habits for diverse lifestyles.
Well-Being
Becoming a total healthcare servicer for the mind and body.
(2) Transform Our Business Foundations for Growth
We will promote business foundation transformation that will spur growth by continuing andreinforcing strategic investment.


Digital transformation (DX）

Reinforce business infrastructure13(3) Generate Dynamism to Realize Innovative Change
We aim to transform to realize sustainable growth.
Corporate brandingProfessional fulfillment reforms

Diversity & inclusion◇Reinforce Initiatives to Address the Sustainability Material Issues
With creating healthy living habits and promoting environmental initiatives for a sustainable
planet as our top-priority material issues, we will reinforce sustainability initiatives that realize
synergies with our growth strategies.
(1) Creating Healthy Living Habits
Through inclusive oral care*1 and other approaches, we will contribute to health, comfort andcleanliness in everyday living and longer healthy life expectancy.
*1. Activities aimed at reducing health disparities through oral care.
(2) Promoting Environmental Initiatives for a Sustainable Planet
To address global-scale environmental problems, we will work with all stakeholders as we
accelerate initiatives aimed at the realization of a decarbonized, resource-circulating society.

◇Envisioned Financial Performance in 2030
・Consolidated net sales
・Core operating income*2
・EBITDA*3
・Return on invested capital (ROIC)*4
・Return on equity (ROE)

Approx. ¥600 billion(Approx. 50% from the Overseas Business)
Approx. ¥50 billion
Approx. ¥80 billion
8–12%
10–14%*2. Core operating income is an earnings indicator the Company uses to measure regularbusiness performance by subtracting selling, general and administrative expenses
from gross profit.
*3. EBITDA is an indicator of profitability on a cash basis that the Company uses tomeasure regular business performance, calculated as the sum of core operating
income (net sales minus selling, general and administrative expenses) anddepreciation and amortization (excluding that of right-of-use assets as of 2022).
*4. ROIC is an indicator calculated as net operating profit after tax (NOPAT) divided by
the average invested capital (total equity plus interest bearing liabilities) during theperiod. ROIC measures the efficiency and profitability of the invested capital.

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Vision2030 1st STAGE Medium-Term Management Plan
Working toward the achievement of Vision2030, Lion plans to establish three consecutive three-year
medium-term management plans, advancing strategy adapted to changes in the management
environment.
Theme: Shift gears toward accelerated growth
1. Implement growth strategies and transform the management base to grow while acceleratingtransformation.
・Seek returns from up-front investment
・Reinvest in future growth
2. Reinforce ROIC management to enhance management control
1st STAGE initiatives◇Advance growth strategies(1) Accelerate growth in four fields of value creation
・Secure profit opportunities by evolving existing businesses and creating new businesses in
the four fields of value creation
・Maintain rapid growth in China and enter two or more new countries or areas
・Expand social contribution by promoting environmentally friendly habits(2) Transform our business foundations for growth・Reinforce business foundation and systems infratrsucture, and accelerate DX to streamline
operations
・Enhance the sophistication of business management
・Develop a sustainable SCM platform and accelerate the implementation of sustainability
strategy(3) Generate dynamism to realize innovative change・Improve employee engagement through the Lion Professional Fulfillment Reforms andother initaitives
・Expand investment in personnel development and human capital (DX/Global/New
businesses)◇Initiatives to Address the Sustainability Material Issues(1) Creating healthy living habits
Through inclusive oral care and other approaches, we will contribute to health, comfort andcleanliness in everyday living and longer healthy life expectancy.
(2) Promoting environmental initiatives for a sustainable planet
・We will contribute to the realization of a decarbonized, resource-circulating society bypromoting the formation of environmentally friendly habits together with consumers.
・We will work with other industry actors and companies to develop water-saving habits,
power-saving habits, refill habits and waste-free habits*5 that reduce environmental impact
in the home, both in Japan and the rest of Asia.
*5. Creating habits to realize resource recycling through advanced recycling initiatives (infrastructuredevelopment, recycling technology, etc.)◇Cash Allocation
We expect to obtain more than ¥120 billion in cash over the three years of the plan, of which morethan ¥80 billion will be used for future strategic investment and more than ¥30 billion will be
returned to shareholders through dividends and the acquisition of treasury stock.
◇Consolidated Performance Targets
Net sales
Core operating income
EBITDA
Return on invested capital (ROIC)
Return on equity (ROE)¥420 billion¥32 billion¥52 billion
Approx. 7.5%
Approx. 9.0%

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◇Shareholder Returns
・We aim to maintain a consolidated payout ratio of approximately 30% and to increase dividends
annually over the three years of the plan.
・Treasury stock acquisition will be carried out flexibly.

Corporate slogan: “life.love.”16

Reference 2
Lion’s Corporate Governance System

17

Reference 2
Director/Audit & Supervisory Board Member Candidate Selection
Standards
1. Candidates must understand Lion’s corporate philosophy and always maintain compliancewith the Lion Group Charter for Corporate Behavior and Behavioral Guidelines.
2. Candidates must demonstrate excellent leadership as the heads of management.
3. Candidates for director must possess expertise and a strong track record in such fields as
research and development, manufacturing, marketing, sales and corporate management as wellas the necessary qualities to carry out their duties and provide management oversight.
4. Candidates for Audit & Supervisory Board member must possess considerable knowledge andinsight in such areas as finance and accounting, corporate governance and risk management aswell as the necessary qualities to contribute to fair and transparent decision making in the Company.
5. Candidates for director must possess the qualities necessary to appropriately fulfill their duty ofcare as good managers and duty of loyalty. Candidates for Audit & Supervisory Board member
must possess the qualities necessary to appropriately carry out their duty of care as goodmanagers.
6. Candidates must not be hindered from performing their duties by health-related or other factors
not specified in the Companies Act as reasons for disqualification as director or Audit &Supervisory Board member.
Example Skill Matrix Featuring Expertise and Experience Possessed by Candidates
Name

Directors

Audit &
Supervisory
Board
members

Position

Corporate
management

Globalbusiness

Finance/accounting

President
Directors
External
directors
Full-timemembers
External
members

18

Legal/riskmanagement

Human
resource/HR
development

Sustainability

IT/DX

Sales/
marketingR&D/
productionReference 3
Lion Corporation Standards Regarding the Independence ofExternal Directors/Audit & Supervisory Board Members
1. Lion Corporation’s external directors and external Audit & Supervisory Board members must not havefallen into any of the following categories within 10 years (including the current fiscal year) before
their appointment.
(1) An individual who has served as a Lion Group executive,*1 non-executive director or
accounting advisor (or a person who conducts related work for a corporation that acts as anaccounting advisor to the Lion Group)(2) A party for whom the Group is a principal business partner*2 or executive for such a party, or aprincipal business partner of the Group or executive of such party(3) A large shareholder of the Company who directly or indirectly holds 10% or more of the total
voting rights of the Company or an executive of such a shareholder(4) An executive of a party in which the Group directly or indirectly holds 10% or more of thetotal voting rights(5) A consultant, a certified public accountant or other accounting professional, or an
attorney-at-law or other legal professional who has received a significant amount of moneyor other remuneration*3 from the Group, other than that as compensation for acting in thecapacity of director or Audit & Supervisory Board member (in cases where the recipient ofsuch compensation is a corporation, partnership or any other business entity, this item refers
to a person who belongs to said entity)(6) The spouse of any of the Group’s important executives;*4 a relative of any such executive
within the second degree of kinship; a relative who cohabits with such an executive or
anyone who otherwise depends on such an executive for his/her livelihood(7) A person serving in or a person who has served in a listed company with which the Group is
engaged through the cross-appointment of external directors/Audit & Supervisory Board
members*5(8) An entity to which the Group has donated a significant amount of money or other
remuneration*3 or an executive of such entity.
2.

External directors and external Audit & Supervisory Board members must not be subject to any
other circumstances that could be reasonably deemed to render them unqualified to perform theduties of an external director or external Audit & Supervisory Board member.

*1. Executives include: executive directors, executive officers and corporate officers of stock companies(Kabushiki-Gaisha); employees of membership companies (Mochibun-Gaisha) who hold executive positions(if such an employee is a corporation, this refers to persons who carry out the duties of said corporation set
forth in Article 598-1 of the Companies Act or other equivalent persons); executives of a corporation or entity
other than a company; and employees working for a corporation or other entity.
*2. Principal business partner refers to a party that undertakes business transactions with the Group such that theannual transaction amount exceeds 2% of annual consolidated sales.
*3. Significant amount of money or other remuneration/compensation refers to cases where, if the recipient is aperson, said compensation totals ¥10 million or more per fiscal year; or if the recipient is a business entity,
said compensation exceeds 2% of the annual consolidated sales or total income of such entity.

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Reference 3*4. Important executives include: directors (excluding external directors); executive officers; corporate officers;
and employees in senior management positions who hold ranks no lower than general manager.
*5. Cross-appointment of external directors/Audit & Supervisory Board members refers to a reciprocal relationshipwherein the Company offers a post as an external director/Audit & Supervisory Board member to a person who isserving or has served in another listed company and a person who is serving or has served the Group takes apost as an external director/Audit & Supervisory Board member in said listed company.

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Reference 4
Lion Group Charter for Corporate Behavior

We, the Lion Group, shall, in addition to being an economic entity designated to pursue profits throughfair competition, act as a social entity that contributes to society at large. We shall respect human rights
and conduct ourselves with initiative in a socially responsible manner toward the creation of a sustainable
society, observing both the spirit as well as the letter of all applicable laws and international rules and notharming the public interest, both in Japan and abroad, in accordance with the following 10 principles.
1. Principal Mission
We shall earn the confidence and satisfaction of customers (consumers and users) by providing
excellent, safe goods and services useful for their daily lives.
2. Compliance with Public Rules
We shall observe all relevant laws and regulations and engage in fair, transparent and free competitionand proper transactions. We shall maintain sound and proper relationships with governmental andpolitical bodies.
3. Disclosure
We, as a socially open company, shall actively engage in communication not only with ourshareholders but also with members of society at large and disclose information generally regarding
Company management in an appropriate and timely manner.
4. Environmental Issues
We shall play a positive and active role in creating a sustainable society that harmonizes economic
development and environmental protection.
5. Improvement of Working Environments
We shall promote fair treatment and respect the diversity, individuality and personalities of ouremployees. We shall ensure a safe and comfortable workplace to realize the mental and physicalwell-being of our employees.
6. Contribution to Society
We shall actively contribute to society as good cooperate citizens.
7. Opposition to Antisocial Forces
We shall firmly oppose antisocial entities and organizations threatening the order and security of civilsociety.
8. Contribution in Foreign Countries
In our overseas operations, we shall not only observe international rules and the laws of relevant
foreign countries, but also respect local cultures and customs and contribute to the development oflocal communities with sincerity and mutual trust.

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9. Practice of Corporate Ethics
Top management shall assume responsibility for implementing the spirit of this Charter and shall takethe initiative to set a good example and fully inform Lion Group employees of the Charter. Top
management shall strive to take in internal and external opinions continuously to promote mutual
understanding and the development and implementation of effective internal control systems while
enforcing thorough compliance with corporate ethics.
10. Resolution of Problems
Should an incident contrary to the principles of this Charter occur, top management shall publicly
clarify its position, taking responsibility to resolve the problem on its own initiative, and strive toinvestigate the facts, identify the causes of the incident and prevent recurrences. Top management
shall fulfill its responsibility to disclose accurate information promptly and explain the situation, andshall resolve the problem in a manner fully understandable to society. After clarifying authority andresponsibility for said problem, top management shall impose strict and impartial disciplinary actions
upon any liable persons, including the highest level of management.

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Reference 5
IR Information Disclosure Policy

Basic Policy
Based on the Lion Group Charter for Corporate Behavior, Lion actively works to disclose corporate
information such as that concerning business strategy and the Company's financial status in a fair,accurate and timely manner in order to secure the trust and understanding of shareholders, investors
and all other stakeholders.
Information Disclosure Standards
Lion discloses information in line with the timely disclosure rules of the Tokyo Stock Exchange (TSE), on
which the Company's shares are listed. In addition, Lion proactively discloses information that, although
not specified by the TSE's rules of timely disclosure, it believes may be of relevance to the investment
decisions of shareholders and investors.
Method of Disclosure
In accordance with the above information disclosure standards, Lion discloses information via the Timely
Disclosure Network (TDnet) provided by the TSE while actively employing its corporate website topromote the fair and timely disclosure of such information. Furthermore, Lion releases news andupdates its website to disclose other information in a fair and timely manner.
Forward-Looking Statements
In addition to the results forecasts that Lion provides to the TSE, Lion provides forward-looking informationin such forms as business plans and strategies through results briefings and other IR activities.
Forward-looking information reflects judgments made based on the information available at the time ofcompilation, and actual results may differ significantly due to a number of factors.
Period of Silence
To prevent leaks of information concerning business results and to ensure fairness, Lion maintains aperiod of silence from the day following the closing of accounts for each fiscal period, including for eachfiscal quarter, until that period's results briefing. During this period, the Company does not, in principle,
disclose information about or answer questions pertaining to its business results.

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