Note: This document is an English Translation of the “Criteria for Independence for Outside
Directors and Audit & Supervisory Board Members” and prepared solely for the convenienceof all stakeholders who are non-Japanese speakers. In the event of any discrepancy between
this translated document and the Japanese original document, the Japanese original text shallprevail. UACJ Corporation does not guarantee the accuracy and/or the completeness of thetranslation and shall have no liability for any errors or omissions therein.

Criteria for Independence for Outside Directors and Audit & Supervisory Board Members
If an outside director or audit & supervisory board member does not fall under any of the following
attributes, the Company determines that the said outside director or audit & supervisory board member(including outside director and audit & supervisory board member candidates) is independent of theCompany and thus has no risk of conflict of interests with general shareholders:
Criteria for Independence
Notes
1
Any person who currently serves and previously served as an Note 1: This refers to theofficer, etc.2 within the UACJ Group1 shall not be deemed Company and its subsidiaries;
independent of the Company.
hereinafter the same shallapply in these criteria.
Note 2: This refers todirectors, audit & supervisoryboard members, accountingadvisors, operating officers,
executive officers, managers
and other employees;
hereinafter the same shallapply in these criteria.
However, in this section,officers, etc. shall not include
outside directors and outside
audit & supervisory board
members of the Company.
2
Any person of whom the Company is a major customer for Note 3: This refers to a person
the past five fiscal years3 and, in the case of a corporation, who supplies products or
any person who currently serves and previously served as an services to the Company andofficer, etc. of the corporation shall not be deemed refers to a person to whom, inindependent of the Company.
any of the past five fiscal
years, the Company paid theNotwithstanding the foregoing, any person who previously amount that exceeds 2% ofserved as an officer, etc. of a corporation of which the the person’s consolidated
Company was a major customer shall be deemed sales.
independent of the Company, if the month in which the said Note 4: The “retirement”person is scheduled to assume office as an officer of the refers to a situation where noCompany is later than the date on which five years have salary, wage or the like ispassed since the person’s retirement4 from the corporation.
paid, or no position, title or
the like is provided to theperson; hereinafter the same
shall apply in these criteria.
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Any person who is a major customer of the Company5 for thepast five fiscal years and, if the customer is a corporation,
any person who currently serves and previously served as anofficer, etc. of the customer shall not be deemed independentof the Company.
Notwithstanding the foregoing, any person who previously
served as an officer, etc. of the customer shall be deemed
independent of the Company if the month in which the said
person is scheduled to assume office as an officer of theCompany is later than the date on which five years havepassed since the person’s retirement from the customer.
Any person who is a major lender6 of the Company for thepast five fiscal years and, if the lender is a corporation, any
person who currently serves and previously served as anofficer, etc. of the lender shall not be deemed independent ofthe Company.
Notwithstanding the foregoing, any person who previouslyserved as an officer, etc. of the lender shall be deemed
independent of the Company if the month in which the said
person is scheduled to assume office as an officer of theCompany is later than the date on which five years havepassed since the person’s retirement from the lender.
Any certified public accountant who currently belongs orpreviously belonged to the auditor that serves as the financial
auditor of the Company for the past five fiscal years shall not
be deemed independent of the Company.
Notwithstanding the foregoing, any certified public
accountant who previously belonged to the said auditor shallbe deemed independent of the Company if the month inwhich the said accountant is scheduled to assume office as
an officer of the Company is later than the date on which fiveyears have passed since the accountant’s retirement from thesaid auditor.
Any person who currently serves or previously served as anofficer of the securities firm that has signed a leadunderwriting contract with the Company for the past fivefiscal years shall not be deemed independent of theCompany.
Notwithstanding the foregoing, any person who previouslyserved as an officer of the said securities firm shall bedeemed independent of the Company if the month in which
the said person is scheduled to assume office as an officer of2

Note 5: This refers to acustomer to which theCompany supplies products orservices and received, in anyof the past five fiscal years,
the amount from theCompany, which exceeds 2%of the Company’s
consolidated sales.

Note 6: The “lender” includes
its parent company andsubsidiaries, and refers to alender to which, in any of thepast five fiscal years, theamount exceeding 2% of theCompany’s total asset wasborrowed by the Company.

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the Company is later than the date on which five years havepassed since the person’s retirement from the said securities
firm.
Any individual person who received from the Company
monetary or other property benefits worth more than 10
million yen per year7 as a consultant, accountant, lawyer, orother type of professional over the past five fiscal years otherthan officer’s remuneration, or any person who currently
belongs to or previously belonged to a corporation thatreceived from the Company monetary or other property
benefits worth more than 100 million yen per year8 over thepast five fiscal years shall not be deemed independent of theCompany.
Notwithstanding the foregoing, any person who previously
belonged to the corporation shall be deemed independent of
the Company, if the month in which the said person isscheduled to assume office as an officer of the Company islater than the date on which five years have passed since theperson’s retirement from the said corporation.
Any major shareholder9 of the Company over the past fivefiscal years and, if the shareholder is a corporation, any
person who currently serves or previously served as anofficer, etc. of the shareholder shall not be deemed
independent of the Company.
Notwithstanding the foregoing, any person who previously
belonged to the said shareholder shall be deemed
independent of the Company, if the month in which the said
person is scheduled to assume office as an officer of theCompany is later than the date on which five years havepassed since the person’s retirement from the saidshareholder.

9Any person who currently serves or previously served as anofficer, etc. of a company with which the UACJ Group has arelationship of exchange10 of outside directors and audit &supervisory board members over the past five fiscal years
shall not be deemed independent of the Company.
Notwithstanding the foregoing, any person who previouslyserved as an officer, etc. shall be deemed independent of theCompany, if the month in which the said person is scheduled
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Note 7: This refers to thehighest amount over the pastfive fiscal years.
Note 8: This refers to thehighest amount over the past
five fiscal years.

Note 9: This refers to a person
who holds 10% or more of
voting rights as of the end of a
fiscal year. If the shareholder
has a joint holder (meaning theJoint Holder prescribed in
Article 27-23, paragraph (5) of
the Financial Instruments andExchange Act and including
the person deemed to be aJoint Holder under the mainclause of paragraph (6) of that
article), the proportion of
voting rights held by the said
joint holder shall be added in
calculating the proportion of
voting rights held.
Note 10: This refers to a casewhere an officer, etc. whobelongs to the UACJ Groupserves as an outside director oraudit & supervisory board
member of the other company,
and such officer, etc. serves as
an outside director or audit &supervisory board member of101112to assume office as an officer of the Company is later thanthe date on which five years have passed since the person’s
retirement from the said company.
Any person who received from the Company a donation or
grant worth more than 10 million yen per year11 over the past
five fiscal years, and if the person is a corporation ororganization, any person who currently serves or previously
served as an officer, etc.12 of the corporation or organization
shall not be deemed independent of the Company.
Notwithstanding the foregoing, any person who previously
served as an officer, etc. of the corporation or organization
shall be deemed independent of the Company, if the monthin which the said person is scheduled to assume office as anofficer of the Company is later than the date on which five
years have passed since the person’s retirement from the said
corporation or organization.
In addition to the above, any person who has risk of conflictof interests with general shareholders and thus has a reason
to reasonably deem that the person may not fulfill the duties
of an independent outside director or audit & supervisoryboard member may not be deemed independent of theCompany.
A relative within the second degree of kinship of the person
who is not deemed independent of the Company as describedin any of Sections 1 through 11 above shall not be deemed
independent of the Company either.

the Company.

Note 11: This refers to thehighest amount over the pastfive fiscal years.
Note 12: Officers, etc. shallnotinclude
associate
professors, professors or
professor emeritus of auniversity; hereinafter thesame shall apply in thissection.

End of document
・Established on January 30, 2018
・Revised on February 25, 2019
・Revised on February 27, 2023

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