Shiseido
Code of Conduct
and Ethics

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Employees

Consumers

Business Partners

Shareholders

Society and the Earth

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Message from the CEO
Dear Shiseido Family,
Masahiko Uotani
Representative Corporate
Executive Officer,
Chairman and CEO

At Shiseido, we are committed to building "BEAUTY INNOVATIONS FOR A BETTERWORLD" and we are committed to doing so the Right way: the Shiseido way.
Our way of doing business is founded upon our core values for integrity, respect,
excellence and service. Our values and our way is how we build trust. That’s
why our employees, consumers, business partners and investors choose Shiseido–-they know we are a company they can trust. It is this trust that will continue togive us our competitive advantage.
The Shiseido Code of Conduct and Ethics sets out the “Shiseido way”, whichapplies to all of us and is the right way to do business with ethics and integrity.
To become the most trusted beauty company in the world, we must understandTHE SHISEIDO PHILOSOPHY, follow OUR PRINCIPLES ( TRUST 8) and use our
Shiseido Code of Conduct and Ethics as our guiding compass in our daily work.
Let’s WIN the trust of all our stakeholders together, the right way, the Shiseido way.

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THE SHISEIDO PHILOSOPHY
In our quest to become the most trusted beauty company in the world and remain vitalfor the next 100 years and beyond, THE SHISEIDO PHILOSOPHY is our guiding light.
For each and every member of the global Shiseido family. THE SHISEIDO PHILOSOPHY
is at the heart of everything we do as we strive to be a global winner with our heritage.

THE SHISEIDO PHILOSOPHY

OUR MISSION

THE SHISEIDO PHILOSOPHY consists of:
1. OUR MISSION, which is the reason we exist since our founding.
2. OUR DNA embodies our unique heritage of over 150 years.
3. OUR PRINCIPLES serve as the working principles we live by.
Our Code of Conduct and Ethics sets forth theactions that must be taken and shared by each and every
employee of the Shiseido Group of Companies. The Codeembodies the spirit of the laws of each country and regionin which we operate, and our internal rules and governing
principles. Our standards of conduct and ethics are consistent
with the highest ethical principles and our Shiseido philosophy.

OUR DNAOUR PRINCIPLES(TRUST 8)

Shiseido
Code of Conduct and Ethics

SHIFT 2025 and Beyond
Day-to-Day Work

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Message from the CLO
Dear Colleagues,

Maria Chiclana
Chief Legal Officer

In our newly issued Shiseido Code of Conduct and Ethics, we re-declare andreiterate our intention to conduct our business consistent with the highest
standards of ethics and with our shared values as ONE Shiseido. Our Code defines
the expectations we have as a Company for how we act and how we makedecisions. This expectation applies to every employee regardless of nationality andwhat affiliate or brand they represent. Our Shiseido Code of Conduct and Ethics
reflects who we are as a Company.
The guidelines set forth in our Code are to be followed by our directors, officers
and employees in all of our business activities. It is critical to the continued
success of our business that we carefully review the Code, understand its content,
and practice these values.
We trust that every employee will find our Shiseido Code of Conduct and Ethics a
useful tool in their everyday work.

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Commitments from
Global Leaders
We follow OUR PRINCIPLES ( TRUST 8).
We value fairness and honesty
and act with integrity.
We are committed to quality and safety.
We cherish basic human rights
and treat each other with respect.
We respect the history, culture, and customsof all people, countries and regions, and we
act to ensure that diversity is valued, inclusion
is promoted, and sustainability is advanced.
We aim to be a global winner with our
Shiseido Code of Conduct and Ethics
as our compass.

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GuidesGuidesAll directors, officers, and employees of Shiseido ("We") must always
act in the best interests of the Company and in accordance with our
Shiseido Code of Conduct and Ethics (the "Code").
The executive leadership, along with management, is responsible forleading by example and ensuring that our Code is complied with andall employees are familiar with it.
A violation of the Code may result in disciplinary action (including
dismissal) in accordance with our policies and procedures.

Hotlines
If you have any compliance concerns, such as the possibilityof a Code violation or non-adherence to our internal rules,
please contact the appropriate regional hotlines or helplines.
The hotlines and helplines maintain the confidentiality of
the notifying person to the greatest extent possible.
We do not tolerate any retaliation against those who reportin good faith or have co-operated in an investigation.
For details, please refer to Page 34.

Contents

Employees

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Society and the Earth

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Introduction
Foraying into the world of global business is likeembarking on a journey. You will interact and workwith people from different backgrounds and cultures.
You will gain new experiences. Hone your skills.
Expand your knowledge. But exciting as this journey
may be, you will also be faced with sudden changes.
Unexpected challenges. You will need to overcome
obstacles, course-correct, and come up with swift
solutions. In other words, you will need a compass
to point you in the right direction. And that is what thisCode of Conduct and Ethics is: A reliable compass.
Here to help you find your way –– every day. Whenever
you feel unsure, whenever you feel you need advice
and guidance, use it. And set out on your journey withconfidence, certainty, and peace of mind.

GuidesContents

Employees

Consumers

Business Partners

Shareholders

Society and the Earth

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To make the right decision, consider the following
Shiseido
Code of Conduct
and Ethics
Do you think that the
behavior is ethically correct?

Is the behavior something
you can talk to your family
and friends without hesitation?

Does the action comply with the law,
Our SHISEIDO PHILOSOPHY,Our Shiseido Code of Conduct and Ethics,
and internal rules?

Does that action hurt the Company's reputationand damage the trust of our employees,
consumers, business partners or shareholders?

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GuidesContents

Employees

Consumers

Business Partners

Shareholders

Society and the EarthContents
Chapter 1

With Employees

Chapter 4With Shareholders

9

1. Respect for human rights and diversity
2. Sincere work initiatives
3. Healthy and safe professional work environment

1. Sustainable enhancement of corporate value
2. Corporate governance and internal control
3. Dialogue with shareholders and investors

Chapter 2

Chapter 5With Consumers

With Society and the Earth

14

Chapter 3

1. Fair trading activities
2. Prohibition of bribery and corruption
3. Sustainable development29

1. Compliance with laws and respect for human rights
2. Aiming for a sustainable world
3. Contribution to society

1. Responsibility for product and service
2. Consumer satisfaction and trust
3. Increasing brand value

With Business Partners

24

19

Hotline / Helpline Information

34

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Chapter 1

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GuidesWith
Employees

Contents

Finding the way with co-workers through collaboration.

Employees

Consumers

Business Partners

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Society and the Earth

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Respect forhuman rights
and diversity
We respect the human rights, character,and individuality of everyone in the workplace.
Valuing diversity and inclusion, we strive
to grow together as ONE Shiseido.

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Employees

Consumers

1

2

Business Partners

Shareholders

Society and the Earth

We do not engage in or tolerate discrimination
or abuse on any basis including, but not limited
to, race, color, gender, age, language, property,
nationality or national origin, religion, ethnic orsocial origin, political or other opinion, disability,
health status, sexual orientation, and gender
identity.
We do not engage in or tolerate harassment,
including sexual harassment and abuse of power.
We follow OUR PRINCIPLES (TRUST 8).

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Sincere work
initiatives

We work conscientiously and maintain a clear distinction
between professional and private matters.

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Employees

Consumers

1
2
3
4

Business Partners

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Society and the Earth

We properly manage confidential and personal
information to prevent it from being leaked or lost,and do not use such information improperly.
We manage information appropriately whenusing the internet or social media.
We act in a way that is of the greatest benefit to Shiseido.
We avoid situations and do not engage in businesses
that conflict or compete with Shiseido's interests,
products or services. We do not participate in any otheractions that could negatively affect Shiseido's interests.
We do not misuse our authority or positions forprivate gain, nor to solicit cooperation in personal
activities or provide favors to third parties.

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Healthy and safe
professional work
environment
We strive to create a safe, healthy work environment andenhance employees' comfort and sense of career fulfillment.

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2
3
4
5

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We seek to make work environments that are safe,
clean, healthy, efficient, and accessible.
We strive to maintain and manage our physicaland mental health, and to maintain an appropriate
work-life balance.
We prioritize the safety of our employees
and their families in the event of a disaster.
We work together with our co-workers to fulfill our potential
in our jobs. We strive to maintain a dialogue with our co-workers
and are committed to their growth as well as our own.
We conduct fair evaluations and engage
in fair career development.

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Reference

Employees· Rules of Employment· Shiseido Group Policy on Human Rights· Shiseido Group Rules for Handling Information Assets· Acceptable Use of Information Systems

Q&A
Q

Consumers

Business Partners

Shareholders

Society and the Earth

Hotlines· Shiseido Group Social Media Policy· Shiseido Group Information Security Policy· Shiseido Group Privacy RulesA

I feel I have been discriminated against by
a colleague because of my gender, and that
I have been harassed based on my countryof origin. How should I handle this issue?

Shiseido does not tolerate discrimination or harassment.
Please consult your superior or an appropriate department, such as HR.
If that is not feasible, please report the matter to the hotline/helpline in your local region.
Your personal information will be kept strictly confidential to the greatest extent possible.
For details, please refer to the "Guides" page.

Q

A

Can I post on social media about a new product,
which I have been helping develop?

No. Even if posting on social media anonymously, you are not allowed toshare confidential company information, including new product information.
You may not disclose any information that has not been disclosed to thegeneral public –– even to members of your own family.

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Chapter 2

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With
Consumers

Employees

Keeping the consumers first and foremost through our journey.

Consumers

Business Partners

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Society and the Earth

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Responsibility
for productand service

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We consistently strive to research, develop, manufacture,and sell safe, high-quality products and services that delivertrue satisfaction from the standpoint of consumers.

Contents

Employees

Consumers

1
2
3
4
5

Business Partners

Shareholders

Society and the EarthWe always place the highest priority on quality and safety
to ensure the confidence of consumers. In addition toexternal regulations, we comply with our own stringent
internal standards and conduct quality and safety
evaluations.
We provide information that consumers need in a timely
and appropriate manner. We clearly and accurately
present and explain information that consumers needwhen selecting and using our products and services,preventing misunderstandings.
We respect consumers' privacy. We appropriately manage
and secure the personal information consumers haveentrusted to us, using it in accordance with local law
and in ways that are consistent with our privacy policies.
We produce creative and appealing advertising andmarketing programs that reflect our values of diversity
and respect for human rights. We create advertising thatis factual, fair, ethical, and does not disparage others.
We always take consumer accessibility into fullconsideration when developing products and services.

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Consumersatisfaction
and trust

We strive to enhance consumer satisfaction and trust at
every touchpoint. We support their beauty and well-being.

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Employees

Consumers

Business Partners

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Society and the Earth1

We always treat consumers with great appreciationand deliver on the spirit of OMOTENASHI.

2

We handle consumer complaints fairly andpromptly, and welcome their honest feedback.

3

We take consumer feedback seriously and use it
to improve and develop our products and services.

4

We are always conscientious and respectfulof the rights of our consumers, including their
human rights, privacy, and security.

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Increasing
brand value

We strive to increase the value of all of Shiseido's brands.

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2
3

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We increase the value of Shiseido's brands by co-creatingwith consumers and working with them on how we can help
them achieve beauty and well-being. In our continuous effort
to increase brand value, we do not engage in behavior that
could harm brand value at any point of consumer contact,
including stores.
We appropriately manage and protect our intellectual property,
which increases the value of Shiseido's brands. We comply
with laws and internal regulations when using logos orbrand names, and do not infringe on the intellectual property
rights of others.
We believe in being transparent with our consumers on all
matters that impact brand value including, but not limited to,transparency of ingredients, product benefit claims, safety,
data privacy, and sustainability efforts.

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Reference· Shiseido Quality Principle· Shiseido Corporate Identity Guidelines· Shiseido Global Privacy Principles

Q&A
Q

Where can I find "THE SHISEIDO PHILOSOPHY,""Shiseido Code of Conduct and Ethics" and otherinternal regulations?

A"THE SHISEIDO PHILOSOPHY" and "Shiseido Code of Conduct and Ethics"
are posted on the Shiseido website. Shiseido's main internal regulations canbe found in the "Guidelines & Rules" section on the WITH intranet. Pleasealso check the policies and other related information on the sitesof respective regions or departments.

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Chapter 3

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With
Business Partners
Navigating valued partnerships.

Shareholders

Society and the Earth

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Fair trading
activities

Philosophy

We select business partners that share our businessintegrity and high ethical standards regarding fair,transparent, and free competition. We conductbusiness globally in compliance with all applicable laws.

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Employees

Consumers

1

Business Partners

Shareholders

Society and the Earth

We choose our retailers, suppliers, vendors, andother business partners on the basis of their efforts
to respect human rights, comply with laws, protect
the environment and address social issues, as well as
their capabilities in Quality and Safety, not just on price.

2

We do not engage in price fixing, collusion, dumping
or any other actions that hinder free competition.

3

We do not use our position of superiority to engage
in behavior that is unfair to our business partners.

4

We comply with our contracts and obligations inour business transactions. We also comply withall related laws regarding import/export transactions
and trade control.

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Employees

Prohibition of bribery
and corruption
We do not engage in bribery or corruption, and we do notgive or accept material gifts or entertainment that may
cause suspicions about our business dealings or interests.

Consumers

1
2
3

Business Partners

Shareholders

Society and the Earth

We prohibit all forms of bribery, embezzlement,
and fraud. We do not engage in any activities, direct
or indirect, that would cause suspicions about ourarms-length relationships, donations and philanthropic/
sponsorship activities, or make improper politicalcontributions and kickbacks.
We do not give or accept money or gifts in the courseof our work with our business partners. Exceptions areseasonal and courtesy gifts given as a matter of custom,
provided that such gifts are within socially acceptable
limits in accordance with our internal policies.
We also keep meals and entertainment over the courseof our work with our business partners within sociallyacceptable limits in accordance with our internal policies.

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Sustainable
development
We respect all our business partners who share
our aims and social responsibility values. We work
together with them toward sustainable growth.

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1
2
3

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We share with our business partners our stance regarding
the fulfillment of social responsibilities, including respect forhuman rights, compliance with laws, information management
and the protection of the environment. We also encouragethem to take their own voluntary initiatives.
We respect international laws, including treaties. We neverengage in human rights violations, such as child labor, forcedlabor or human trafficking. We do not tolerate such activities
by our business partners.
We collaborate with our business partners to enhancethe value of Shiseido's brands.

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Reference· Shiseido Group Supplier Code of Conduct· Shiseido Group Procurement Policy· Compliance Rules Regarding Prevention of Cartels

Q&A
Q

Can I accept a monetary gift from a business partnerin celebration of a promotion?

Q

Can I give an inspector of government authorities(e.g. FDA, Ministry of Health, Labour and Welfare, etc.)
at our facility a generous gift bag of our best products
to take with them after the end of the inspection?

Employees

Consumers

Business Partners

Shareholders

Society and the Earth

Hotlines· Shiseido Group Policy on Anti-Corruption· Compliance Rules Regarding Prevention of Bribery

A

No. We do not give or accept money or gifts in the course of our work withour business partners. (This includes cash, cash equivalents, such as giftcards or cash vouchers, expensive items and the like). You should not accept
any entertainment or gifts from business partners, as doing so could cast doubt
on the fairness of your work dealings. (Exceptions are seasonal and courtesy
gifts within socially acceptable limits in accordance with our internal policies.)

A

No. We do not give any gifts or entertainment to any government official, as it canbe construed as a bribe by the official. For gifts and entertainment concerning
government officials, we prohibit any corrupt practices. (Please refer to Chapter 5).
Shiseido has established internal policies and rules for the prevention of bribery
and anti-corruption. We do not give or accept material gifts or entertainment that
may cause suspicion, complying with our internal policies and rules as well as
applicable laws and regulations.

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Employees

With
Shareholders
Embarking on a common journey.

Consumers

Business Partners

Shareholders

Society and the Earth

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Sustainableenhancementof corporate value
We strive to continuously enhance Shiseido's corporate value byenhancing the entire range of our tangible, intangible, and other assets.

Employees

Consumers

1
2
3

Business Partners

Shareholders

Society and the Earth

We manage all our assets with the highest standard ofcare and utilize them appropriately for business purposes
and to contribute to society.
We prudently assess investments and loans, makeappropriate decisions, and follow proper procedures
when undertaking them.
We appropriately manage and control risks that could
impact our business performance, our assets, our brands,
the safety of our employees or the implementation of ourstrategies. In the event of crises/incidents, we respondquickly and appropriately to minimize losses and recoverrapidly, preventing the crises/incidents from reoccurring.

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Corporate
governance andinternal control
We comply with laws and rules concerning corporate
governance and internal controls. We always conduct
our business appropriately and with integrity.

Employees

Consumers

1
2
3

Business Partners

Shareholders

Society and the Earth

We follow proper accounting procedures based oninternal approval procedures. We conduct accurate
financial and tax accounting to ensure credibility.
We maintain the effectiveness of our internal andexternal management oversight functions and audit
functions to achieve sound corporate management.
We strictly adhere to corporate governance to properly
manage confidential information (e.g. information regarding
our company or our business partners). We never engage
in unfair transactions, such as insider trading.

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Dialoguewith shareholders
and investors
We place utmost importance on our dialogue with shareholders
and investors, and strive to earn and maintain their trust.

Employees

Consumers

1
2
3

Business Partners

Shareholders

Society and the Earth

Hotlines

We deal with all shareholders and investors impartiallyand disclose actively and promptly accurate management
information, financial information, and non-financial information,such as our corporate governance, management philosophy,business strategies and risk management, as well as
environmental and social information.
We build good, trusting relationships with shareholders
and investors by incorporating their views in our corporate
management.
We conduct general meetings of shareholders––the highest
decision-making body of a company––in a transparent andfair manner, and use it as a place for constructive dialogue.

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Reference

Guides· Shiseido Group Crisis Management Policy· Global policy relating to insider trading· Global Tax Policy

Q&A
Q

What is insider trading?

Q

If I'm talking to family or friends, and I accidentally mention
something about our business performance or the like,would that be considered insider trading? For example:* At dinner, I mentioned an upcoming merger to my family.
* At a meeting with a business partner, I accidentally
mentioned that our business had declined significantly
before this information was publicly disclosed.

Contents

Employees

Consumers

Business Partners

Shareholders

Society and the Earth

Hotlines· Basic Policy on Information Disclosure andDialogue with Shareholders and Investors

A

Insider trading is a criminal act consisting of the illegal sharing or use of undisclosed
information to perform transactions in the securities market, causing harm to investors
that do not have access to that data. Those involved in insider trading can be subject
to criminal penalties and internal disciplinary action, and can harm the credibilityof the company.

A

If someone who receives that information uses it to trade securities, it becomes insider
trading. Divulging undisclosed important information creates opportunities for thosearound you to engage in insider trading. The leakage of information by employees canalso result in questions about problems with our information management. Handle any
confidential or market sensitive information you receive with utmost care.

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Employees

With Society
and the Earth
Coming together on intersecting paths.

Consumers

Business Partners

Shareholders

Society and the Earth

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Compliance withlaws and respectfor human rights

We abide by the laws of each country and region in which we operate,
and act with utmost integrity and ethics, as well as respecting human rights.

Employees

Consumers

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2
3
4

Business Partners

Shareholders

Society and the Earth

Hotlines

We abide by the laws and respect the history, culture,
customs, and other aspects of each country and regionin which we operate.
We recognize that all of our business activities must be
predicated on respect for human rights, and we respect
the human rights of all of our stakeholders. We do nottolerate any form of discrimination or harassment.
We do not work with individuals or organizations thatengage in illegal activities, such as threatening publicorder or safety. We also do not respond to any requests
for money or support from such individuals or organizations.
We strictly maintain fairness and a high level of transparency
in our relationships with national and local government entities
and officials, political parties, and politicians. We do not giveor accept gifts or entertainment that may cause suspicion
regarding our fairness, regardless of whether the other party
is a public official or a private enterprise, and regardless of thelegality of giving or accepting the gifts or entertainment.

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Aiming fora sustainableworld

We promote environmental initiatives in line with ourown stringent standards. We consider biodiversity
as we aim for a sustainable world in which humankind
and the Earth coexist harmoniously.

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4

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We strive to reduce our environmental impact through efforts suchas reducing emissions of carbon dioxide (CO₂), which makes up
the majority of greenhouse gases (GHG), utilizing water resources
effectively, and reducing waste in the production of our products.
We strive to minimize waste in our business processes andwhen our products are used by consumers, with emphasison Shiseido's 5Rs: Respect, Reduce, Reuse, Recycle, Replace.
We work to develop and innovate new products and services
that promote the beauty and well-being of consumers andare also eco-friendly.
We proactively develop new technologies and engage in technicalcollaboration with the aim of lessening the environmental impactof our business activities.

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Contribution
to society
We engage in a broad dialogue
with society and strive to cooperate
in solving social challenges.

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2

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Society and the Earth

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We strive to meet the expectations of global society throughvarious activities, such as using the power of beauty to lift
people's spirits and improve their quality of life, promoting
gender equality in the workplace and in society, promoting
the arts and culture, and implementing environmental
initiatives.
We aim to deepen our interaction with communities
where our affiliates are located and contribute totheir development, thereby fulfilling our responsibility
as a good corporate citizen.

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GuidesContents

Employees

Consumers

Business Partners

Shareholders

Society and the Earth

Reference· The Ten Principles of the UN Global Compact· Shiseido Group Policy on Human Rights· Shiseido Group Policy on Anti-Corruption· Sustainability Report

Q&A
Q

A

What is Shiseido's approach to the environment?

Shiseido aims to create a sustainable world through the three areasof the environment, society, and culture.
We are taking on the challenges of innovating to give people aroundthe world confidence, courage, joy, and happiness,without sacrificing our support for the environment.

Hotlines

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Employees

Consumers

Business Partners

Shareholders

Hotlines / Helplines information

If you have any compliance-related ethical concerns or feel worried about aspects of work-related matters, etc., please consult
your superior or an appropriate department, such as HR or Legal. In case that, due to the circumstances, it is difficult to do so,please take advantage of the ways shown below to anonymously report a concern. Additional information about the hotlines/
helplines can be found on Shiseido's intranet, in posters throughout facilities, in Compliance training sessions, etc. Alternatively,
please consult your local office.

· Headquarters, Japan

Shiseido Hotline· China

Shiseido SCH Hotline
Shiseido SLC Hotline
Shiseido CIC Hotline
Shiseido SZC Hotline
Shiseido SHK Hotline
Shiseido SCH Weixin Whistleblowing Platform· Asia Pacific

Shiseido Whistleblowing· Americas

Shiseido Americas Compliance Helpline· EMEA

Whistleblowing hotline· Travel Retail (Asia Pacific)

Shiseido Whistleblowing· Global
Shiseido Global Hotline
	Shiseido Group Whistleblowing report to Audit Committee
Please contact the appropriate regional hotline or helpline.

Society and the Earth

Hotlines

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Society and the Earth

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OUR MISSION is

Shiseido Code of Conduct and Ethics©1997, 2003, 2011, 2022 Shiseido Company, Limited