Corporate Governance Report
CORPORATE GOVERNANCE

Japan Airport Terminal Co, Ltd.

Last Update:Jul. 1st, 2024

Japan Airport Terminal Co., Ltd.
Nobuaki Yokota, President and COO
Contact: Shigeyuki Taguchi, Chief Senior
Managing Executive Officer

Securities code: 9706
https://www.tokyo-airport-bldg.co.jp/
Note: This document has been translated from the Japanese original for reference purposes only. In the eventof any discrepancy between this translated document and the Japanese original, the original shall prevail.
The Company assumes no responsibility for this translation or any direct, indirect, or other form ofdamages arising from the translation.

The corporate governance of Japan Airport Terminal (the “Company”) is described below.

I.

Basic Views on Corporate Governance, Capital Structure, Corporate Profile, and Other
Basic Information

1.

Basic Views
Recognizing that corporate governance is an important management issue, the Company has appointed outside directors toensure management transparency since its establishment. Previously, the Company had a system of Board of Statutory Auditors.
However, with the approval of an amendment to the Articles of Incorporation at the 78th Ordinary General Meeting of
Shareholders held on June 24, 2022, the Company became a company with an Audit & Supervisory Committee system. The
Board of Directors, which generally meets once a month, consists of fifteen directors (including eight full-time directors andseven part-time outside directors, including five independent outside directors) and makes decisions on basic management
policies, matters prescribed by laws and regulations and other important management matters, and supervises the conduct ofbusiness. The Audit & Supervisory Committee consists of three independent outside directors and members of the Audit &Supervisory Committee, who attend the meetings of the Board of Directors and other important meetings to monitor the legality
and appropriateness of the directors' performance of their duties, as well as the transparency and soundness of management.

Reasons for Non-compliance with the Principles of the Corporate Governance Code[Supplementary Principle 4-1 (iii)] Succession Planning
The Company has appointed the CEO as the Chief Executive Officer since June 2016. While the Company has not yet
formulated a succession plan for the CEO, it has identified a group of candidates who are deemed appropriate to succeed theCEO, taking into consideration their personalities, insights, and track records, based on the management philosophy andmanagement strategy. From these candidates, the Nominating Advisory Committee selects candidates for the Board of Directors
with the involvement of the Board of Directors. The Board of Directors also participates in the selection of candidates for the
Board of Directors after deliberation by the Nomination Advisory Committee. The Company will consider establishing objective
and transparent procedures, including succession planning for the CEO.

1

Disclosure Based on the Principles of the Corporate Governance Code[Principle 1-4] Cross-Shareholdings(i) Policy on Cross-Shareholdings
The Company's policy with respect to shares held for purposes other than pure investment is to hold shares of business partners
with whom it is possible to maintain medium to long-term relationships, expand transactions, create synergies, etc., and to holdshares of issuing companies when the Company believes that holding such shares will enhance the corporate value of theCompany and lead to the benefit of its shareholders.
(ii) Details of Verification of Cross-Shareholdings
The Board of Directors will review the significance of cross-shareholdings on an annual basis by quantitatively reviewing thetransaction amount, dividends, etc., as well as qualitatively reviewing the purpose of holding each investment.
(iii) Criteria for the exercise of voting rights about shares held under the policy
The appropriate exercise of voting rights is based on a comprehensive assessment of whether the shares contribute to thesustainable growth of the Company and the increase in its value over the medium to long term, as well as their impact on the
Company's finances.

[Principle 1-7] Related Party Transactions
When the Company enters into a transaction with a director, executive officer or major shareholder, the Company shall submit
the transaction to the Board of Directors and obtain its approval, except in cases where it is clear that the terms of the transaction
are the same as those for general transactions so that the transaction does not harm the common interests, etc., of the Company
and its shareholders.

[Supplementary Principle 2-4 (i)] Ensuring diversity within the Company, including the promotion of women’s activities
Recognizing that diversity in human resources is a source of ideas and growth in corporate activities, as well as a source of
resilience to unforeseen circumstances (the ability to adapt to and survive in various environments and situations), the Company
has implemented various measures. In addition, as part of its efforts to create a corporate culture that respects diversity, theCompany established the "Team Leader Meeting for Promotion of Workplace Reform" in October 2019 to review and promote
specific measures to comply with laws on work style reform, correct long working hours, and realize diverse and flexible work
styles, mainly by non-managerial employees, in a bottom-up manner. In addition, the Company is revising its personnel
evaluation system, treatment system for older employees, telecommuting system, and introduced a system of professional
positions and a system of secondary/concurrent jobs, etc., in an effort to create a comfortable working environment for a diverse
workforce. As of March 31, 2024, the percentage of female managers, mid-career hires in management positions, and nonJapanese employees was 38.8%, 35.3%, and 2.4%, respectively, and we will continue to promote diversity by hiring mid-career
workers as needed while building on the development of existing human resources.

[Principle 2-6] Exercise functions as an asset owner of corporate pension funds
The Asset Management Committee oversees the examination and planning of the management of the pension assets, and after
submitting proposals to the Corporate Pension Fund Board, the Board of Delegates and other bodies, the Japan Airport Terminal
Corporate Pension Fund executes the management of the pension fund.

2

The Board of Directors of the Corporate Pension Fund, which is the executive body, and the secretariat are staffed withpersonnel with expertise in accounting and finance, thereby creating a system that enables them to fulfill their expected roles in
the management of the Fund.
The Asset Management Committee is composed of personnel with expertise in the relevant functions from the Human
Resources, Accounting and Finance departments, as well as employee representatives, and works with the Investment
Management Company, which employs pension actuaries, to ensure appropriate investment while establishing a system toconfirm the sound management of pension funds from the perspective of expertise and beneficiary protection.

[Principle 3-1] Enhancement of Information Disclosure(i) As a private company responsible for the construction, management, and operation of highly public passenger terminals, theGroup's basic philosophy is "Harmony of public nature and corporate nature," and its management policies are "Establishmentof absolute safety at passenger terminals," "Customer-oriented (convenience, comfort, and functionality) operation of passenger
terminals," "Stable and efficient passenger terminal operation," and "Enhancement of corporate structure and overall strength of
the group companies. The management policy is to "establish absolute safety at passenger terminals," "operate passenger
terminals in a customer-oriented manner (convenience, comfort, functionality)," "operate passenger terminals stably andefficiently," and "strengthen the corporate structure and enhance the collective strength of group companies. We have alsoestablished "To Be a World Best Airport" as our long-term vision to guide each and every one of our employees in our aim tobecome a world best airport that will never change under any business environment. This is a constant guideline for all employees
to work together as a group to achieve their dreams and take the initiative, showing our strong determination to continue to pursue
stakeholder satisfaction and, in the process, make Haneda Airport the most highly regarded airport in the world and the No. 1
airport in the world. In order to realize our long-term vision, our group has formulated a medium-term management plan "To Be
a World Best Airport 2025 - Toward an Advanced Airport 2030 that is Friendly to People and the Environment" for the period
from FY2022 to 2025, and is steadily implementing each of the measures in the plan. The Company discloses its management
philosophy, management strategies, and business plans on its website and in financial results presentation materials.
Basic Philosophy, Management Philosophy, and Basic Sustainability Policy:
https://www.tokyo-airport-bldg.co.jp/en/corporate_profile/policy.html
Integrated Report: https://www.tokyo-airport-bldg.co.jp/en/sustainability/library/
Medium-Term Business Plan:https://www.tokyo-airport-bldg.co.jp/en/ir/policy/management_plan.html
Earnings presentation materials, etc.: https://www.tokyo-airport-bldg.co.jp/en/ir/library/(ii) Please refer to “I. 1. Basic Views” in this report for our basic stance on corporate governance.

(iii) The compensation of the directors is determined by a resolution of the Board of Directors after consulting the Remuneration
Advisory Committee and ensuring transparency, appropriateness and objectivity based on its report, within the limits of the total
amount of compensation approved by the Annual General Meeting. The compensation of executive officers and directors (otherthan outside directors and members of the Audit & Supervisory Committee) consists of fixed, performance-linked and nonperformance-linked compensation, and the compensation of outside directors (other than members of the Audit & Supervisory
Committee) consists of fixed compensation only. The compensation of the Directors who are members of the Audit & Supervisory3

Committee is determined in consultation with the Directors who are members of the Audit & Supervisory Committee.

(iv) The Company's basic policy is to select candidates for directors (excluding members of the Audit & Supervisory Committee)
who have rich experience, broad insight and extensive knowledge to supervise the overall management and oversee the conductof business, to select candidates for members of the Audit & Supervisory Committee who have rich experience, broad insightand a high level of expertise to supervise the overall management and oversee the conduct of business, and to select candidates
for executive officers who have rich experience and broad insight to conduct business in accordance with the management policies
adopted by the Board of Directors based on the Company's management philosophy. The Board of Directors decides on theselection and dismissal of candidates for directors and executive officers based on the report of the voluntary Nominating
Advisory Committee, which is composed of a majority of independent outside directors, and on the selection and dismissal ofcandidates for members of the Audit & Supervisory Committee after obtaining the approval of the Audit & Supervisory
Committee.

(v) Concerning directors, the reasons for election, dismissal, and nomination of individual directors are disclosed in the notice ofconvocation of the General Meeting of Shareholders.

[Supplemental Principle 3-1 (iii)] Disclosure of Sustainability Initiatives
The Sustainability Committee, chaired by the President and COO, and the Sustainability Management Office, which reports
directly to the President and COO, work together with each department to update and review the materiality (key issues) and
KPIs (key performance indicators) specified in the Mid-term Sustainability Plan formulated and announced in May 2023, and tomonitor progress. Deliberations by the Sustainability Committee are reported to and resolved by the Board of Directors after
deliberations by the Executive Committee based on the relationship and consistency with the management strategy. We willcontinue our efforts to further strengthen the foundation of sustainability management and information disclosure. We also
recognize that measures to deal with climate change and natural capital-related issues are one of our important management
issues. In September 2022, we expressed our support for the TCFD recommendations and have since disclosed information basedon the TCFD recommendations. In addition, based on the recommendations of the Task Force on Nature-related Financial
Disclosures (TNFD), we have been conducting evaluation and analysis, and in May 2024, we disclosed information related to
the TNFD recommendations. We provide sustainability-related information on our website, integrated reports, and otherinformation disclosure media so that our stakeholders can better understand our Group's efforts. We will continue to make efforts
to further enhance the information disclosed.
In terms of investment in human capital, we are working to strengthen our human capital by regularly conducting positionbased training and other programs to develop human resources with the ability to think flexibly and act aggressively in responseto changes in the business environment, and who can read the future and manage the organization from a long-term, companywide perspective. In terms of investment in intellectual property, we will promote DX and utilize the know-how we haveaccumulated through airport operations since our establishment, specifically, as stated in our medium-term business plan, (1)creating a people-friendly airport, (2) creating an environment-friendly airport, (3) providing airport consulting services byutilizing our expertise in terminal operations, and (4) promoting the active participation of diverse human resources. In this way,
we will improve the convenience, comfort, and functionality of passenger terminal buildings and respond accurately to the4increasingly sophisticated and diverse needs of customers. We will continue to invest in human capital and intellectual property
in a manner consistent with our management strategy and management issues. The allocation of management resources, includingthese investments, will be monitored by the Board of Directors to contribute to the sustainable growth of the Group, and necessary
information will be disclosed on our website and in IR materials as appropriate.

[Supplementary Principle 4-1 (i)] Scope of Delegation to Management
From June 2022, the Company will become a company with an Audit & Supervisory Committee system to further strengthen
its governance structure. The Board of Directors' Rules and Regulations on Administrative Authority specify matters to be decided
by the Board of Directors. The Board of Directors makes decisions on basic management policies, matters prescribed by laws
and regulations, and other important management matters while performing the function of supervising the execution of business.
In addition, some important business management decisions are delegated to executive officers in accordance with the Board of
Directors' Regulations. The Company has established an executive officer system to improve management efficiency by speeding
up decision-making, clarifying the division of business execution, and strengthening the functions of the Board of Directors. The
Executive Committee, consisting of full-time directors and executive officers, meets once a week under the Executive Committee
Regulations to discuss basic policies and important matters related to business execution based on the management policies
decided by the Board of Directors, and to supervise the overall business operations.

[Principle 4-9] Criteria and Qualifications for Independence of Independent outside directors
The criteria for determining the independence of independent outside directors are as described in“II. 1. Matters Concerning
Independent Outside Directors”.

[Supplementary Principle 4-10 (i)] Use of Voluntary Mechanisms
The Company has appointed five independent outside directors who use their professional knowledge and wealth of experience
as corporate managers, experts in internal control and corporate governance, or attorneys to provide their opinions and advice tothe Board of Directors and each director as necessary, considering gender and other aspects of diversity. In addition, through theestablishment of the Nominating Advisory Committee and the Remuneration Advisory Committee, both of which are composedof a majority of independent outside directors, the Company obtains opinions from, and obtains appropriate participation andadvice from, independent outside directors. The Company will continue to make efforts to ensure transparency.

＜Powers and Role of the Nominating Advisory Committee＞
The Nominating Advisory Committee receives advice from the Board, discusses and makes recommendations on personnel
matters, including the election and removal of representative directors, directors and executive officers, as well as the skill
requirements for the Board, and reports to the Board.

＜Powers and Role of the Remuneration Advisory Committee＞
The Remuneration Advisory Committee discusses and proposes, at the request of the Board, guidelines for determining thedetails of compensation for directors and executive officers and specific proposals for individual compensation that reflects theCompany's performance and other factors.

5

＜Composition of the Nominating and Remuneration Advisory Committees＞
Chairperson: Nobuaki Yokota (in-house director)
Members:

Keiji Kimura (Independent outside director)
Yukihiro Kawamata (Independent outside director)
Tamaki Kakizaki (Independent outside director)
Ryoko Takeda (Independent outside director)
Kenji Iwasaki (Independent outside director)[Supplementary Principle 4-11 (i)] The Board of Directors should have a balance of knowledge, experience, abilities, diversity,and size.
The Company's Board of Directors is composed of no more than fifteen directors, including no more than four members of the
Audit & Supervisory Committee, as provided in the Articles of Incorporation. The Company's policy is to ensure the diversity of
the Board by having the Board consist of such persons as are deemed appropriate, taking into account the balance of knowledge,
experience and skills associated with each business. Based on the Company's management philosophy and strategy, the selectionof directors is based on a broad consideration of their experience and expertise. In addition to the requirements for outside
directors under the Companies Act, we select outside directors who have management experience or a broad range of insight.
The Directors' Skills Matrix is published in the Notice of Annual General Meeting of shareholders and on the website of theCompany.
Director Skills Matrix:
https://www.tokyo-airport-bldg.co.jp/files/ir/000012549.pdf (only in Japanese)[Supplementary Principle 4-11 (ii)] Directors’ Concurrent Positions at Other Companies
The status of any material concurrent positions will be disclosed in the Annual Report and the Annual Securities Report. Eachdirector devotes the time and effort necessary to properly discharge his or her duties and responsibilities as a director, and theCompany recognizes that concurrent positions are within a reasonable range.

[Supplementary Principle 4-11 (iii)] Evaluation of the Effectiveness of the Board of Directors
The Company conducts a self-assessment and analysis of the effectiveness of the Board of Directors in order to improve its
functions and increase corporate value. The self-assessment and analysis were conducted for the eighth time since fiscal 2016,
and was conducted in the following manner with the advice of an external organization.
In February 2024, a questionnaire was sent to all directors (including members of the Audit & Supervisory Committee) who
are members of the Board of Directors. The response method was to ensure anonymity by responding directly to an externalorganization. The results were reported at the April 2024 Board meeting. A summary of the results is provided below.
We have received generally positive assessments of the nature, composition and oversight functions of the Board and recognizethat the effectiveness of the Board as a whole has been ensured. On the other hand, we recognize the need to encourage free andvigorous discussion, periodic review of the Group's overall business portfolio, and greater exchange of opinions among outside
directors. Based on the results of this effectiveness evaluation, the Company will continue its efforts to contribute to the further

6improvement of the functions of the Board of Directors after reviewing the issues.

[Supplementary Principle 4-14 (ii)] Training Policy for Directors
The Company regularly provides opportunities for directors to attend seminars and other events to enhance their knowledge.
Expenses incurred in attending such events are paid by the Company in accordance with its internal rules and regulations.
The Company provides information to outside directors from time to time to deepen their understanding of the Group's
management philosophy, management policies, business activities and organization.

[Principle 5-1] Policy on Constructive Dialogue with Shareholders
In order to realize constructive dialogue with shareholders, etc., the Company will appoint a director in charge of IR and will
endeavor to conduct such dialogue through various means. Under the supervision of the Director in Charge of IR, the Company's
IR Department oversees IR and ensures coordination among day-to-day departments related to IR activities, such as corporate
planning, accounting, sales, and facilities and disaster prevention departments.
For shareholders and investors, the Company holds semi-annual financial results briefings attended by top management, andregularly conducts tours of the Company's facilities and small meetings. The results of these meetings are reported to senior
management and the Board of Directors as appropriate. In addition, we carefully manage information in our dialogue withshareholders in accordance with our Insider Information Handling Policy.

[Actions to Achieve Management Conscious of Cost of Capital and Stock Price]
In formulating and releasing its medium-term management plan, the Company sets financial targets for profitability and capitalefficiency, including sales and profit targets, ROA(EBITDA), capital adequacy ratio, and dividend payout ratio. These targets aredisclosed on the Company's website and other media. Additionally, the Company explains the status of target achievement andspecific measures to achieve the targets at financial results briefings and other meetings.
We utilize accepted calculation methods to estimate the cost of capital, and conduct interviews with securities companies andinvestors to ascertain the appropriate level for our company. At the same time, we are also striving to reduce information
asymmetry by actively working to disclose our business results, financial condition, and future risks in an easy-to-understandmanner and expanding English disclosures.
Regarding capital efficiency, we are committed to monitoring the current status through various indicators on a regular basis.
In addition, we are working to improve and enhance capital efficiency by steadily promoting each of the measures set forth inour medium-term management plan.
While investors typically anticipate a minimum cost of shareholders' equity of approximately 8%, our ROE for the most recent
fiscal year (ending March 31, 2024) was 12.1%. As of March 31, 2024, our stock price was 5,930 yen per share, our PBR was
3.3x, and our PER was 28.7x.
We will continue to strive to determine the appropriate level of our cost of capital and will consider measures and disclosure
methods designed to further improve capital efficiency. We will implement a phased approach to achieve a return on capital thatexceeds our cost of capital on an ongoing basis over the long term.

[Status of dialogue with shareholders, etc.]

7

The status of dialogue with shareholders is disclosed in the Integrated Report on the Company's website and in the IR Library.
The opinions received through dialogue are reported to the Board of Directors and the Executive Committee as appropriate,
and are also utilized in our sustainability management and other initiatives.
We will continue to actively communicate with our shareholders and investors and disclose the contents of such communication
with the aim of becoming “an airport terminal company that is trusted by all stakeholders”.

Basic Philosophy, Management Philosophy, and Basic Sustainability Policy:
https://www.tokyo-airport-bldg.co.jp/en/corporate_profile/policy.html
https://www.tokyo-airport-bldg.co.jp/en/sustainability/themes/
Medium-Term Business Plan (FY2022-2025): https://www.tokyo-airport-bldg.co.jp/en/ir/policy/management_plan.html
Integrated Report: https://www.tokyo-airport-bldg.co.jp/en/sustainability/library/
Sustainability Initiatives: https://www.tokyo-airport-bldg.co.jp/en/sustainability/
Medium-term sustainability plan: https://www.tokyo-airport-bldg.co.jp/en/sustainability/medium_term_plan/
Disclosure based on TCFD recommendations: https://www.tokyo-airport-bldg.co.jp/files/en/ir/000013239.pdf
Disclosure regarding TNFD recommendations: https://www.tokyo-airport-bldg.co.jp/files/en/ir/000014844.pdf
IR Library: https://www.tokyo-airport-bldg.co.jp/en/ir/library/

2. Capital Structure
Foreign Shareholding Ratio

20% or more and less than 30%

Status of Major Shareholders
Name or Company Name

Number of Shares Owned

Percentage (%)

The Master Trust Bank of Japan, Ltd. (Trust Account)

9,308,300

9.99

Japan Airlines Co., Ltd.

4,398,240

4.72

ANA Holdings, Inc.

4,398,000

4.72

Custody Bank of Japan, Ltd. (Sumitomo Mitsui Trust Bank, Limited,

3,484,000

3.74

Mizuho Bank, Ltd.

3,300,000

3.54

SSBTC CLIENT OMNIBUS ACCOUNT

3,166,817

3.40

MITSUBISHI ESTATE CO., LTD.

3,111,400

3.34

MUFG Bank, Ltd.

3,068,000

3.29

Custody Bank of Japan, Ltd. (Trust Account)

2,821,600

3.02

TAISEI CORPORATION

2,731,000

2.93

Retirement Benefit Trust Account of Keihin Electric Express Railway Co.)

Name of Controlling Shareholder, if applicable(excluding Parent Company)
Name of Parent Company, if applicable

N/A
N/A

8

Supplementary Explanation
Percentage is calculated by deducting 9,339 treasury shares and rounding down to the nearest hundredth.

(Note)
1.

Although Capital Research and Management Company is listed as owning the following shares as of June 15, 2023 in the
Large Shareholding Report made available for public inspection on June 22, 2023, the Company is unable to confirm thenumber of shares actually held by the Company as of March 31, 2024 and, therefore, is not included in the above list ofmajor shareholders. The contents of the Major Shareholder Report are as follows. The details of the major shareholding
report are as follows.
・Number of shares held: 4,314 thousand shares
・Holding ratio of share certificates and other securities: 4.63%

2.

In the large shareholding report made available for public inspection on July 19, 2022, The Bank of Mitsubishi UFJ, Ltd.
and its joint holders, Mitsubishi UFJ Trust and Banking Corporation and Mitsubishi UFJ International Asset Management
Co. Ltd. and Mitsubishi UFJ International Asset Management Co., Ltd. are listed as holding the following shares as of July11, 2022, the Company is unable to confirm the number of shares actually held as of March 31, 2024, except for Mitsubishi
UFJ Bank, Ltd. listed in the table above, and therefore they are not included in the above major shareholder situation. The
details of the report on major shareholdings are as follows.
・Number of shares held: 5,476 thousand shares
・Holding ratio of share certificates and other securities: 5.88%

3.

In the Large Shareholding Report made available for public inspection on March 7, 2022, Mizuho Bank, Ltd. and its joint
holders Mizuho Securities Co., Ltd. and its joint holders Mizuho Securities Co., Ltd. are listed as holding the following
shares as of February 28, 2022, the Company is unable to confirm the number of shares actually held as of March 31, 2024,
except for Mizuho Bank, Ltd. listed in the table above, and therefore they are not included in the above major shareholder
situation. The details of the report on major shareholdings are as follows.
・Number of shares held: 5,429 thousand shares・Percentage of shares held: 5.83%

3. Corporate Attributes
Listed Stock Exchange and Market Segment

Prime Market

Fiscal Year-End

MarchBusiness Sector

Real Estate

Number of Employees (Consolidated) as of the Endof the Previous Fiscal YearNet Sales (Consolidated) as of the End of the

1,000 or more
¥100 billion or more and less than ¥1 trillion

9Previous Fiscal Year
Number of Consolidated Subsidiaries as of the Endof the Previous Fiscal Year4.

10 or more and fewer than 50

Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling
Shareholders
N/A

5. Other Special Circumstances Which May have Material Impact on Corporate Governance
N/A

II.

Business Management Organization and Other Corporate Governance Systems regarding
Decision-making, Execution of Business, and Oversight in Management

1.

Organizational Composition and Operation
Corporate Governance System

Company with Audit & Supervisory Committee

Directors
Number of Directors Stipulated in Articles ofIncorporation
Directors’ Term of Office Stipulated in Articles ofIncorporation

15 persons

1 yearChairperson of the Board

Chairperson (excluding those concurrently serving as President)

Number of Directors

15 persons

Election of Outside Directors

ElectedNumber of Outside Directors

7 persons

Number of Independent Outside Directors

5 personsOutside Directors’ Relationship with the Company (1)Name

Relationship with the Company*

Attributes

a

b

c

d

e

f

g

h

i

j

k

Keiji Kimura

From another company

-

-

-

-

-

-

-

-

-

-

-

Ichiro Fukuzawa

From another company

-

-

-

-

-

-

-

-

-

-

-

Yukihiro Kawamata

From another company

-

-

-

-

-

-

-

-

-

-

-

Yuji Saito

From another company

-

-

-

-

-

-

-

-

-

-

-

Tamaki Kakizaki

Academic

-

-

-

-

-

-

-

-

-

-

-

Ryoko Takeda

Lawyer

-

-

-

-

-

-

-

-

-

-

-

10

Kenji Iwasaki

From another company

-

-

-

-

-

-

-

-

-

-

-

*Categories for “Relationship with the Company.”(Use “○” when the director presently falls or has recently fallen under the category; “△” when the director fell under the category
in the past; “●” when a close relative of the director presently falls or has recently fallen under the category; and “▲” when a close
relative of the director fell under the category in the past.)
a. Person who executes business of the Company or a subsidiary
b. Person who executes business or a non-executive director of a parent company
c. Person who executes business of a fellow subsidiaryd. Person/entity for which the Company is a significant client or a person who executes business for such person/entity
e. Major client of the Company or a person who executes business for such clientf. Consultant, accounting expert, or legal expert who receives substantial amounts of cash or other assets in addition to
director/Audit and Supervisory Board Member compensation from the Company
g. Major shareholder of the Company (in cases where the shareholder is a corporation, a person who executes business of thecorporation)h. Person who executes business for a client of the Company (excluding persons categorized as any of d, e, or f above) (applies
to self only)
i. Person who executes business for another company holding cross-directorships/cross-auditorships with the Company (applies
to self only)
j. Person who executes business for an entity receiving contributions from the Company (applies to self only)
k. OtherOutside Directors’ Relationship with the Company (2)Keiji
Kimura-Designationas
Independent
OutsideDirector〇

IchiroFukuzawa---

Yukihiro
Kawamata-〇

President
andRepresentative Director of
Keihin Electric Express

Name

Membershipin Audit &Supervisory
Committee

Supplementary
Explanation of the
Applicable Relationship-

11

Reasons for Appointment

Mr. Keiji Kimura has served in the past as arepresentative director of a company engaged in
the real estate business, etc., and has extensive
experience and insight as a manager. By utilizing
such experience and insight to supervise
management based on an objective viewpoint
independent of business operations, he isexpected to contribute to improving theeffectiveness of the Board of Directors and isdeemed to be capable of adequately performing
his duties as an outside director.
He is not an executive officer of an affiliate or
major business partner, a consultant or otherprofessional paid by the Company, or a major
shareholder, etc. Therefore, we have determinedthat there is no risk of conflict of interest with thegeneral shareholders and have designated him as
an independent director.
Mr. Ichiro Fukuzawa has served as arepresentative director of a company engaged in
air transportation and other businesses, and has
extensive experience and insight as a manager. We
elected him as an outside director because webelieve that he can contribute to improving theeffectiveness of the Board of Directors bysupervising management from an objective
perspective that is independent of the conduct ofbusiness operations.
Mr. Yukihiro Kawamata has served as arepresentative director of companies engaged intransportation, real estate, etc., and has extensive

RailwayCo.
KeihinElectric Express Railway
Co., Ltd. has a business
relationship with theCompany, including afacility
management
contract, but the amount ofsuch transactions is lessthan 0.1% of the annual
consolidated net sales ofboth companies.

Yuji Saito

-

-

-

TamakiKakizaki

〇

〇

-

Ryoko
Takeda

〇

〇

-

Kenji
Iwasaki

〇

〇

-

12

experience and insight as a manager. By utilizing
such experience and insight to supervise
management from an objective viewpoint
independent of business operations, we expect
him to contribute to improving the effectivenessof the Board of Directors and to properly perform
his duties as an outside director.
He is not an executive officer of an affiliate or
major business partner, a consultant or otherprofessional paid by the Company, or a major
shareholder, etc. Therefore, we have determinedthat there is no risk of conflict of interest with thegeneral shareholders and have designated him as
an independent director.
Mr. Yuji Saito was previously a representative
director of a company engaged in airtransportation and other businesses, and has
extensive experience and insight as a manager. We
elected him as an outside director because webelieve that he can contribute to improving theeffectiveness of the Board of Directors by
utilizing this experience and insight to supervise
management from an objective perspective that is
independent of business operations.
Ms. Tamaki Kakizaki is appointed as an Outside
Director as a member of the Audit & Supervisory
Committee based on her extensive experience anddeep insight as a specialist in internal control andcorporate governance, and because she isexpected to play an appropriate role in reviewing
the conduct of the Company's business.
She is not an executive officer of an affiliate or
major business partner, a consultant or otherprofessional paid by the Company, or a major
shareholder, etc. Therefore, we have determinedthat there is no risk of conflict of interest with thegeneral shareholders and have designated him as
an independent director.
Ms. Ryoko Takeda is appointed as an Outside
Director as a member of the Audit & Supervisory
Committee based on the Company's judgment that
she can be expected to play an appropriate role inreviewing the Company's business operations dueto her extensive experience and broad insight as alawyer.
She is not an executive officer of an affiliate or
major business partner, a consultant or otherprofessional paid by the Company, or a major
shareholder, etc. Therefore, we have determinedthat there is no risk of conflict of interest with thegeneral shareholders and have designated him as
an independent director.
Mr. Kenji Iwasaki was in charge of corporate
planning and other departments of a company
engaged in the property insurance business in thepast, and through such duties he has extensive
experience and insight. We have judged that hecan adequately perform his duties as an outside
director who is a member of the Audit &Supervisory Committee, as he can be expected toadequately review our business operations.
He is not an executive officer of an affiliate or
major business partner, a consultant or otherprofessional paid by the Company, or a major
shareholder, etc. Therefore, we have determinedthat there is no risk of conflict of interest with thegeneral shareholders and have designated him as
an independent director.

Audit & Supervisory Committee
Composition of Audit & Supervisory Committee and Attributes of the Chairperson
All Committee
Members
Audit &
Supervisory
Committee

Full-time Members
3

Appointment of Directors and/or Staff to Support the
Audit & Supervisory Committee

Inside Directors

0Outside Directors

Committee Chair

3

Outside Director

0

Appointed

Matters Concerning Independence of Said Directors and/or Employees from Executive Officers
Two Special Audit & Supervisory Officers are appointed to assist the Audit & Supervisory Committee in its duties, and the
Audit Office, the secretariat of the Audit & Supervisory Committee, has been established as a dedicated organization to assist the
Audit & Supervisory Committee in its duties. The Special Audit & Supervisory Officers are subject to the direction and ordersof the Audit & Supervisory Committee in their duties to assist the Audit & Supervisory Committee, and their independence frommanagement is ensured through prior consultation with the Audit & Supervisory Committee.

Status of Coordination between Audit & Supervisory Committee, Accounting Auditor, and Internal Audit Department
The Company holds an audit report meeting with directors who are members of the Audit & Supervisory Committee, Special
Audit & Supervisory Officers, and the accounting auditors at the end of each quarterly accounting period to exchange opinions
on the audit. In addition, the Audit Office has been established at the Company's head office as an internal audit department, andit strives for information sharing and cooperation by exchanging opinions with directors who are members of the Audit &Supervisory Committee and Special Audit & Supervisory Officers on the formulation of audit plans and audit results asappropriate.

Voluntary Established Committee(s)Voluntary Establishment of Committee(s) equivalent toNominating Committee or Remuneration Committee

Established13

Status of Voluntarily Established Committee(s), Attributes of Members Constituting the Committee, and the Committee
Chair (Chairperson)
Committee’s
Name
Voluntarily
Established
Committee
Equivalent toNominating
Committee
Voluntarily
Established
Committee
Equivalent toRemuneration
Committee

All
Members

Full-timeMembers

InsideDirectors

OutsideDirectors

OutsideExperts

Other

6

0

1

5

0

0

Inside Director

6

0

1

5

0

0

Inside Director

Chairperson

Nominating
Advisory
Committee
Remuneration
Advisory
Committee

Supplementary Explanation
The Nominating Advisory Committee consists of independent outside directors and one executive officer and generally meetsonce a year. It is established as an advisory body to the Board of Directors to discuss and make recommendations regarding thenomination of director and executive officer candidates, based on the policy of selecting director and executive officer candidates
who have broad experience, a high level of insight and a high level of expertise.
The Remuneration Advisory Committee consists of independent outside directors and an executive officer and generally meetsonce a year. It was established as an advisory body to the Board of Directors to ensure the transparency, appropriateness, andobjectivity of the compensation system, etc. for directors and to discuss and report on the compensation system, etc. for directors.

Matters Concerning Independent Outside Directors
Number of Independent Outside Directors

5 persons

Other Matters Concerning Independent outside directors
All outside directors who meet the qualifications for independent outside directors are designated as independent outside
directors.
The criteria for determining the independence of the Company's outside directors are set forth below.

＜Criteria for Determining the Independence of Outside Directors]
The independence of outside directors shall be deemed not to be independent if any of the following criteria are met.
1. A person who is currently or has been in the past 10 years an executive officer of the Company or its group companies.
2. A person who is a major shareholder of the Company or an executive officer of a company that is a major shareholder of theCompany.
3. A person who is a major lender to the Company or an executive officer of a company that is a major lender to the Company.
4. A person who is a material counterparty to the Company, or an executive officer of a company that is a material counterparty
to the Company.

14

5. A person who is a material business associate of the Company or an executive officer of a company that is a material businessassociate of the Company.
6. A person who has received a donation or grant in excess of a specified amount from the Company, or a director and officer ofa corporation, association or other organization that receives a donation or grant in excess of a specified amount from theCompany.
7. An attorney, certified public accountant, tax accountant, consultant, etc., who has received money or other financial benefits inexcess of a specified amount from the Company, other than compensation for services as a director (if the person receivingsuch financial benefits is a corporation, partnership, bureau or other organization, the person who is a member of suchorganization is included).
8. The spouse or a relative within the second degree of a person covered by criteria 1 through 7. (excluding insignificant persons).
9. A person who falls under any of criteria 2 to 7 in the past year.

(Note)
1. The term "executive person" as used in this Standard refers to the person defined in Article 2, Paragraph 3, Item 6 of the
Enforcement Regulations of the Companies Act.
2. The term "major shareholder" as used in Criterion 2. means "a person (or company) that directly or indirectly holds 10% ormore of the total voting rights of the Company as of the end of the last fiscal year.
3. The term "major lender to the Company" as used in Criterion 3. means "a financial institution or major creditor on which theCompany has relied to an indispensable and irreplaceable extent in raising funds during the last three fiscal years.
4. The term "a person (or company) whose major business partner is the Company" for the purpose of Criterion 4 means "a person(or company) that has received payments from the Company equal to or greater than 2% of the person's (or company's) annual
consolidated revenues for the last three fiscal years.
5. The term "a person (or company) that is a major business partner of the Company" in Criterion 5 means "a person (or company)that has made payments to the Company of 2% or more of the Company's annual consolidated net sales in the last three fiscal
years.
6. For Criterion 6, "a certain amount" means "the greater of 10 million yen per year on average over the last three fiscal years or
30% of the organization's average annual total expenses over the last three fiscal years.
7. For Criterion 7, "a certain amount" means "the greater of 10 million yen per year or 2% of the annual sales of the person (orthe annual consolidated sales of the organization if it is a corporation, partnership, bureau or other organization) for the last
three fiscal years.
8. In Criterion 8, the term " Immaterial" refers to persons who fall under the category of "executive officers" in Criterion 1 through6, except for those at the level of director or general manager of each company or business partner, etc., who are considered
immaterial, and with respect to persons who fall under the category of "the person belonging to such organization" in Criterion
7, persons other than certified public accountants affiliated with each accounting firm and attorneys (including so-calledassociates) affiliated with each law firm are considered immaterial.
9. Matters other than those covered by these Standards that may have a significant impact on the determination of independence
should be dealt with flexibly.

15

(Minor criteria for description)
The Company has established the following minor criteria for attribute information of independent outside directors: the criteria
for loans and transactions under criteria 3. through 5. are less than 1% of the Company's non-consolidated operating income forthe previous fiscal year, and the criteria for donations under 6. are less than 10 million yen.

Incentives
Implementation Status of Measures related toIncentives Granted to Directors

Introduction of Performance-linked Compensation Scheme

Supplementary Explanation for Applicable Items
See the “Director Compensation” section.

Persons Eligible for Stock Options

N/A

Supplementary Explanation for Applicable Items
N/A

Director Compensation
Status of Disclosure of Individual Directors’Compensation

No Disclosure for any Directors

Supplementary Explanation for Applicable Items
Total amount of compensation, etc., for directors, etc., as reported in the annual securities report filed on June 26, 2024, isfollowings.
・Directors (excluding Audit & Supervisory Committee members and Outside Directors) 10 persons - 353 million yen
・Directors who are the members of the Audit & Supervisory Committee (excluding outside directors) - persons - million yen
・Outside Directors 9 persons 73 million yen(Note)
The above includes 3 Directors (excluding Audit & Supervisory Committee Members) (including 1 Outside Director) and 1
Director (Audit & Supervisory Board Member) who retired at the conclusion of the 79th Ordinary General Meeting of
Shareholders held on June 28, 2023.

Policy on Determining Compensation Amounts andthe Calculation Methods Thereof

Established

Disclosure of Policy on Determining Compensation Amounts and the Calculation Methods Thereof
The basic policy of the Company with respect to the compensation of the Directors is to further motivate the Directors tocontribute to the continuous improvement of the Company's performance and value over the medium to long term and to ensure

16

objectivity and transparency in the process of determining such compensation.
The compensation of the Company's directors (excluding Audit & Supervisory Committee members and outside directors)
consists of fixed, performance-linked and non-performance-linked compensation. Performance-linked compensation consists ofshort-term and medium- to long-term performance-linked compensation. The ratio of fixed compensation to performance-linked
compensation is based on the compensation levels of companies in industries and business categories related to those of theCompany and companies of similar business size to those of the Company as benchmarks. For outside directors, the compensationconsists only of a monthly fixed fee.
The amount of fixed compensation for each director of the Company is determined according to his position, after acomprehensive review of the compensation levels based on benchmarks set by companies in industries and business categories
related to those of the Company and companies with a similar business scale to those of the Company, and after deliberation by
the Board of Directors after receiving a report from the Remuneration Advisory Committee.
The amount of short-term performance-linked compensation for directors of the Company (excluding Audit & Supervisory
Committee members and outside directors) is calculated based on consolidated operating revenue, operating income/loss,
ordinary income/loss, and net income/loss attributable to owners of the parent as indicators, taking into account the overall statusof budget achievement and other factors, to ensure consistency with the medium-term business plan and other management
strategies, as well as linkage with shareholders' profits. In addition, the compensation of senior managing directors and executive
officers and below is based on the achievement of individual targets set in accordance with their responsibilities based on key
measures, etc. for the relevant fiscal year.
The medium- to long-term performance-linked compensation is non-monetary compensation and utilizes the mechanism of
the Board Incentive Plan (BIP) trust for directors' compensation in order to motivate directors to contribute to the improvementof the Group's medium- to long-term performance and corporate value. This is a scheme under which eligible directors (excluding
non-residents of Japan and outside directors) are compensated in accordance with the Share Delivery Regulations approved by
the Board of Directors with a number of points calculated based on their position and tenure in office and the degree ofachievement of targets for important financial and non-financial indicators for performance targets in the medium-term
management plan and other indicators determined by the Board of Directors. The Company's shares and an amount of money
equivalent to the cash proceeds from the conversion of the Company's shares (hereinafter referred to as the "Company's shares,etc.") shall be delivered and paid out in proportion to the number of points calculated based on the degree of achievement of theCompany's key financial and non-financial indicators and other indicators determined by the Board of Directors. The Company
has a system under which the Company's shares and an amount of money equivalent to the cash proceeds from the conversion of
the Company's shares (hereinafter referred to as the "Company's shares, etc.") are delivered and paid to the Directors.
The Company also uses the BIP trust system for non-performance-linked compensation that is non-monetary compensation.
In accordance with the Share Delivery Regulations approved by the Board of Directors, the Company's shares, etc. are delivered
and paid in proportion to the number of points granted in accordance with the position and tenure of office. With respect tomedium- to long-term performance-linked compensation and non-monetary compensation that is not performance-linked, in theevent that a director is found to have committed a serious misconduct, the Company may forfeit all or part of the points granted
to such director (malus), or demand that such director return the amount of money equivalent to the Company shares delivered
to him or her (clawback). The Company may also demand that the director in question return the amount of money equivalent to
the Company's shares, etc. that he/she has received (clawback).

17

The amount of compensation for each director is determined by the Chairman and CEO, Isao Takashiro, who is delegated theauthority to determine the amount of compensation by resolution of the Board of Directors. To ensure that this authority isproperly exercised, the Board of Directors discusses the compensation proposals with the Remuneration Advisory Committee
and based on its recommendations, makes decisions after ensuring sufficient transparency, appropriateness and objectivity. Fixedcompensation is paid monthly, short-term performance-linked compensation is paid annually, and medium- to long-term
performance-linked compensation and non-performance-linked compensation are paid upon retirement.

Support System for Outside Directors
The General Affairs Section of the General Affairs and Personnel Department of the Planning and Administration Division
oversees the secretariat for the Board of Directors' meetings, and prior explanations, etc., are provided to outside directors asneeded.

Statuses of Persons who have Retired as Representative Director and President, etc.
Information on Persons Holding Advisory Positions (Sodan yaku, Komon, etc.) after Retiring as Representative Director
and President, etc.

Name

Job title/
position

Responsibilities

Kunihikosupreme(1) Contributions in the form of activities in

Kadowakiadvisorindustry organizations and the maintenanceTerms and Conditionsof Employment(Full/part-time,
with/withoutcompensation, etc.)

Date whenformer role aspresident/
CEO ended

Term

Full-time,

2005/03/31

unsettledwith compensationand expansion of business relationships
with customers(2) Advice based on expert knowledge andexperience related to our business

Number of Persons Holding Advisory Positions (Sodanyaku, Komon, etc.)
After Retiring as Representative Director and President, etc.

1 person

Other Related Matters
N/A

2.

Matters Concerning Functions of Business Execution, Auditing and Supervision, Nomination, andCompensation Decisions (Overview of Current Corporate Governance System)(1) Board of Directors
The Board of Directors, consisting of 15 directors, including 7 outside directors (5 independent outside directors), generally
meets once a month to make decisions on basic management policies, matters required by laws and regulations, and otherimportant management matters, and to supervise the conduct of business.

18

(2) Executive Committee
The Executive Committee, consisting of full-time directors and executive officers, generally meets once a week to discussbasic policies and important matters related to the conduct of business based on management policies adopted by the Board of
Directors, and supervises the overall business operations.

(3) Audit & Supervisory Committee
The Audit & Supervisory Committee, consisting of three outside directors who are also members of the Audit & Supervisory
Committee, generally meets eight times a year. According to the annual audit plan, the members of the Audit & Supervisory
Committee attend the meetings of the Board of Directors and other important meetings to monitor the legality and propriety ofthe directors' business conduct and the transparency and soundness of management. In addition, 2 Special Audit & Supervisory
Officers, who are independent from business operations, assist the Audit & Supervisory Committee in the performance of its
duties by attending meetings of the Board of Directors, the Executive Committee and other important meetings.

(4) Accounting Auditor
As for the accounting auditor, the Company has engaged EY Ernst & Young ShinNihon LLC to conduct the statutory audit
under the Companies Act and the Financial Instruments and Exchange Act, and there is no special interest between the said
accounting auditor and the Company. The certified public accountants who provided auditing services for the fiscal year ended
March 31, 2024, were Hirohisa Fukuda (number of years of continuous auditing: 5 fiscal years) and Masahiro Fujimori (numberof years of continuous auditing: 1 fiscal year). The number of auditing assistants is 3 certified public accountants and 17 otherpersons.

(5) Limitation of liability agreement
Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company and the outside directors who are not members of
the Audit & Supervisory Committee and the members of the Audit & Supervisory Committee have agreed to limit their liability
for damages pursuant to Article 423, Paragraph 1 of the same Act. The maximum amount of liability for damages under the said
agreement is the amount specified in Article 425, Paragraph 1 of the Companies Act.

(6) Independent Outside Directors
The Company designates as independent outside directors those outside directors who are not likely to have a conflict ofinterest with the general shareholders.

(7) Internal Audit
The Audit Office conducts operational audits, risk management audits, subsidiary audits and other audits based on the annual
audit plan. The main audit procedures are: 1) preparation and approval of the annual audit plan, 2) performance of audits basedon the audit plan, 3) internal reporting of audit results, 4) improvement reports from the audited departments, and 5) performanceof follow-up audits. The Company and its subsidiaries are improving internal control over financial reporting by conducting
activities such as documentation, internal testing and evaluation as required for the submission of reports on internal control over19

financial reporting under the Financial Instruments and Exchange Law. In addition, an Internal Control Office has been
established in the Company to oversee these activities and perform the necessary tasks.

3. Reasons for Adoption of Current Corporate Governance System
Recognizing that corporate governance is an important management issue, the Company has appointed outside directors toensure management transparency since its establishment. In 2004, we appointed a new outside statutory auditor in addition to thetwo existing outside statutory auditors to strengthen management supervision and advisory functions. Furthermore, in 2009, theCompany introduced an executive officer system to separate supervision and execution and reduced the number of directors from25 to 15 to strengthen corporate governance and improve management efficiency. After transitioning to a company with an Audit& Supervisory Committee in 2022, 5 of the 15 directors will be appointed as independent outside directors. The Company willcontinue to maintain an optimal corporate governance structure.
The Company transitioned from a Company with a Board of Statutory Auditors to a Company with an Audit & Supervisory
Committee by a resolution of the 78th Ordinary General Meeting of Shareholders held on June 24, 2022. The Company aims torealize more transparent management and strengthen the supervisory function of the Board of Directors by establishing the Audit& Supervisory Committee, in which the majority of members are outside directors, and by allowing members of the Audit &Supervisory Committee to vote at meetings of the Board of Directors. The Company also aims to further expedite decisionmaking and execution by delegating some of the Board's business execution decisions to directors.

III.

Implementation of Measures for Shareholders and Other Stakeholders

1. Measures to Vitalize the General Shareholder Meetings and Facilitate Exercise of Voting Rights
Supplementary Explanation
Early Posting of Notice of the General

We make every effort to send the materials at least 3 weeks before the date ofShareholders Meeting

the General Meeting of Shareholders.

Scheduling of the General Shareholders

We will strive to hold the meeting on a date that avoids the highest

Meeting During Non-Peak Days

concentration of General Meetings of Shareholders of other companies.

Electronic Exercise of Voting Rights

Enables the exercise of voting rights via the Internet.

Participation in a Platform for the Electronic

We participate in the platform for exercising voting rights for institutional

Exercise of Voting Rights and Other Initiatives

investors operated by ICJ Inc.

to Enhance Environment for Institutional
Investors to Exercise Voting Rights
Provision of Notice (or Summary of Notice) of

The English translation of the notice of convocation (in the narrow sense and

the General Meetings of Shareholders inreference documents) is available on the Company's website.

EnglishOther

2.

Supplementary materials for the general meeting of shareholders using tables
and figures are distributed at the venue of the general meeting of shareholders.

Status of IR-related Activities
20Supplementary Explanation

Explanation by arepresentative
director or arepresentative
executive officer

A Disclosure Policy has been prepared and posted on the Company's
Formulation

andPublicationofDisclosure Policies

website.
https://www.tokyo-airportbldg.co.jp/en/ir/policy/disclosure_policy.html
Implementation period: Twice a year (mid-May and mid-November)

Regular Investor Briefings held forContent: Explanation of financial results, future management

Analysts and Institutional Investors

strategies, etc., by the Representative Director, President & COO,

Heldfollowed by a question-and-answer session
https://www.tokyo-airport-bldg.co.jp/en/ir/
Online Disclosure of IR Information

Information on the website: Financial statements (including English
translation), Presentation materials for analysts and institutional
investors, video streaming, Q&A

3.

Establishment of Department and/or

The department in charge: Planning & Administration Division

Placement of a Manager in Charge of

Person in charge of IR: General Manager, Corporate Planning Dept.

IR

Person in charge of IR affairs: IR Section Chief

Status of Measures to Ensure Due Respect for Stakeholders
Supplementary Explanation
Establishment of Internal Rules Stipulating

The Company has established the Basic Compliance Guidelines as an internal

Respect for the Position of Stakeholders

regulation, which stipulates respect for the position of stakeholders, including
efforts to maximize shareholder profits.

Implementation of Environmental Preservation

Sustainability initiatives are posted on our website.

Activities and CSR Activities, etc.

https://www.tokyo-airport-bldg.co.jp/en/sustainability/

Formulation of Policies, etc. on Provision of

We have established a website to provide various information.

Information to Stakeholders

21

IV. Matters Concerning the Internal Control System
1. Basic Views on Internal Control System and Status of Development[Basic Policy]
The Company has established a company-wide internal control system, including Group companies, to enhance theeffectiveness and efficiency of business management, ensure the reliability of the Company's financial reporting, and promotecompliance with laws and regulations governing business management.

[Status of maintenance](1) Systems to ensure that the execution of duties by directors, executive officers, and employees comply with laws,
regulations, and the Articles of Incorporation(i) The Company issues the Compliance Declaration to express its determination to make group-wide efforts to improve
compliance, establishes a code of conduct for directors and employees by the Basic Compliance Guidelines, and has
established a system to promote compliance, including the establishment of a Compliance Promotion Committee chaired by
the President and Representative Director and composed of the presidents of each subsidiary company by the Compliance
Promotion Committee Regulations.
(ii) Establish a compliance information desk (reporting system) to prevent the occurrence of illegal acts, etc., and minimize theimpact on the Company if such acts should occur.
(iii) The Compliance Control Division shall take the lead in holding training sessions and explanatory meetings to ensure
thorough compliance.
(iv) The Company shall establish regulations for the Board of Directors and the Executive Committee and establish a system toreport the status of execution of duties by each director at these meeting bodies.
(v) The Company shall establish various internal rules based on laws and regulations and the Articles of Incorporation, such asorganization rules and employment rules, and establish a system to ensure the execution of duties by such internal rules andregulations.
(vi) Establish a system to audit the status of execution of duties in each department by the internal audit department.

(2) System for storage and management of information related to the execution of duties by Directors
Information related to the execution of duties by Directors shall be appropriately stored and managed by the internal rules for
document management.

(3) Rules and other systems for managing the risk of loss(i) To develop a system for risk management, the Company shall establish basic rules related to the management of the risk ofloss and other systems for the entire Group.
(ii) The Risk Management Committee shall regularly collect risk information from each department, identify risks that should
be prioritized based on such information, and update such information on a regular basis.
(iii) The Risk Management Committee shall compile countermeasures for risks that are assessed to be of high importance,
periodically check the progress of such countermeasures, and report them to the Executive Committee and the Board of
Directors as appropriate.

22

(iv) The Internal Audit Department shall audit the adequacy and appropriateness of processes related to the risk management
system, make recommendations for improvement to each department as necessary, and report to the Audit & Supervisory
Committee as appropriate.

(4) System to ensure the efficient execution of duties by directors(i) The Board of Directors shall meet once a month in principle by the Board of Directors Regulations, and once every 3 months
in principle at subsidiaries, to make decisions on basic management policies, matters required by law, and other importantmanagement matters, and to supervise the execution of business operations.
(ii) The "Executive Committee," attended by full-time directors and executive officers, etc., shall meet once a week in principle
based on the Executive Committee Regulations, and twice a month at subsidiaries, to deliberate basic policies and importantmatters related to business execution based on management policies decided by the Board of Directors, and supervise overallbusiness operations.
(iii) The Company shall establish organizational rules to ensure the reliable and efficient operation of the duties of the
Directors.
(iv) The Company shall establish the Rules of Administrative Authority to clarify the responsibilities and authority of eachposition concerning the execution of the Company's business and ensuring the efficient and organized management of theCompany's business.
(v) After April 1, 2009, the Company shall introduce an Executive Officer System and reorganize the "Managing Directors'
Meeting" into the "Executive Committee" to separate supervision and execution and accelerate decision-making, as well as
to improve the executive function, and Executive Officers shall be able to attend such meetings.

(5) System to ensure the appropriateness of operations of the corporate group consisting of the Company and its subsidiaries(i) The Company shall establish the Affiliated Companies Management Regulations, which stipulate basic policies regarding
the management of subsidiaries by the parent company and the appropriateness of operations between the parent company
and subsidiaries, and establish a system to ensure the appropriateness of the execution of business by group companies.
(ii) By the Affiliated Companies Management Regulations, the Company shall establish a Group Executive Committee toadvance comprehensive business as a group and strengthen the development of subsidiaries, and shall receive regular reportson the status of business execution, etc.
(iii) The "Basic Compliance Guidelines" stipulate that the Company and its subsidiaries shall not have any relationship with
antisocial forces that threaten social order and safety and shall not respond to any unreasonable or illegal demands, provided
that the Company and its subsidiaries shall act appropriately by social rules and ethical standards.
(iv) The Company and its subsidiaries shall conduct the necessary documentation, testing, and other activities, and evaluate theeffectiveness of these activities in response to the internal control reporting system for financial reporting based on the
Financial Instruments and Exchange Law. In addition, the Company shall establish an Internal Control Office to promotethese activities and enhance internal control over financial reporting.
(v) The Internal Audit Department shall establish a system to audit the status of business execution of subsidiaries.

(6) System for reporting to the Audit & Supervisory Committee by directors (who are excluding Audit & Supervisory23

Committee members), executive officers, and employees, and system for reporting to the Company's Audit & Supervisory
Committee by directors, statutory auditors, and employees of subsidiaries or persons who receive reports from them(i) Directors, executive officers, and employees shall report to the Audit & Supervisory Committee on internal control mattersregularly and whenever important matters arise, and the Audit & Supervisory Committee may request reports from directors,
executive officers, and employees (including those of subsidiaries) as necessary.
(ii) The Audit & Supervisory Committee shall always have access to important minutes and approved documents.
(iii) Directors, statutory auditors, and employees of subsidiaries, or directors, corporate officers, and employees of the Company
who receive reports from them on matters concerning internal controls or important matters, etc., shall report to the Audit &Supervisory Committee.

(7) System to ensure that a person who reports to the Audit & Supervisory Committee as described in (6) above will not receive
any disadvantageous treatment because of such a report
The contents of reports shall be treated confidentially, and no disadvantageous treatment shall be accorded to those who
make such reports by the Basic Compliance Guidelines.

(8) Matters Concerning Directors and Employees Assisting the Audit & Supervisory Committee
The Company shall assign employees to assist the Audit & Supervisory Committee in its duties. In addition, Special Audit &Supervisory Officers shall be selected to assist the Audit & Supervisory Committee in its duties.

(9) Matters concerning the independence of the directors and employees mentioned in (8) above from the Company's directors
and matters concerning the effectiveness of instructions given by the Audit & Supervisory Committee to such directors andemployees
If full-time employees assigned to assist the duties of the Audit & Supervisory Committee are assigned to positions
independent from Directors, the Company shall ensure their independence from Directors and the effectiveness of the Audit &Supervisory Committee's instructions by, for example, holding prior discussions with the Audit & Supervisory Committee
regarding personnel transfers, etc.

(10) Matters concerning procedures for advance payment or reimbursement of expenses incurred in connection with theexecution of duties by Audit & Supervisory Committee members (limited to those related to the execution of duties by the
Audit & Supervisory Committee) and matters concerning the policy for the treatment of expenses or liabilities incurred inconnection with the execution of duties by Audit & Supervisory Committee members (limited to those related to the
execution of duties by the Audit & Supervisory Committee)
If an Audit & Supervisory Committee member requests the Company to pay expenses or settle debts incurred in theexecution of the duties of Audit & Supervisory Committee members (limited to those related to the execution of the duties of
the Audit & Supervisory Committee), the Company shall pay such expenses or debts to the Audit & Supervisory Committee
members except when it is deemed that the request is not necessary for the execution of duties of Audit & Supervisory
Committee members (limited to the execution of duties of the Audit & Supervisory Committee).

24

(11) Other systems to ensure the effective execution of audits by the Audit & Supervisory Committee(i) The Audit & Supervisory Committee shall maintain close cooperation with the Internal Audit Department and establish asystem to utilize the results of internal audits.
(ii) Audit & Supervisory Committee members shall be able to attend important meetings to understand important decisionmaking processes and the status of business execution.

2. Basic Views on Measures for Eliminating Anti-Social Forces and Status of Development[Basic Policy]
The Group shall resolutely confront anti-social forces that pose a threat to civil society.

[Status of maintenance]
In the action guidelines of the “Basic Compliance Guidelines” established on October 26, 2005, we have established a policyof resolutely confronting anti-social forces that pose a threat to civil society and have put in place a system for refusing to provide
benefits, sharing information on anti-social forces within the Group, and reporting and responding to such forces. Furthermore,
we cooperate in the industry and local communities and work closely with the police and other relevant government agencies toeliminate anti-social forces.

25

V. Other
1. Adoption of Anti-Takeover Measures
Adoption of Anti-Takeover Measures

AdoptedSupplementary Explanation for Applicable Items[Basic Policy Concerning Company Control]
The following is a summary of each of the Company's Basic Policy Concerning Company Control, special efforts to contributeto the realization of the Basic Policy Concerning Company Control, and efforts to prevent decisions on the Company's financial
and business policies from being controlled by persons deemed inappropriate considering the Basic Policy Concerning Company
Control.

(1) Basic Policy Concerning Company Control
The Company believes that in the event of a large-scale acquisition of the Company's shares, the final decision as to whether
to accept such acquisition should be left to the Company's shareholders at that time.
At Haneda Airport, the company constructs, manages and operates the domestic terminal as an aviation-related business. It
made the Tokyo International Air Terminal Corporation a consolidated subsidiary in April 2018 to run the domestic andinternational terminals in an integrated manner, thereby operating the terminal more efficiently. On the other hand, as a nonaeronautical business, we operate merchandise sales and other businesses at Haneda Airport, Narita International Airport, KansaiInternational Airport, and Chubu Centrair International Airport, and we are using the earnings from these businesses to expand
and improve terminal buildings in response to the rapid development of the aviation industry. In addition, we have beendeveloping our business outside of airports by utilizing our accumulated knowledge. Therefore, those who control decisions on
the Company's financial and business policies must have an appropriate awareness of the high level of safety and public interestof the passenger terminal business, as well as a deep understanding of the critical management resources that are the source of
the Company's corporate value (highly original technology and know-how, knowledge, and information in specific market fields,
deep trust relationships with business partners cultivated over a long period, high-quality human resources with expertise in
specialized fields, etc.).
In addition, we will implement measures to capture domestic consumption by foreign visitors to Japan, which is expected toincrease in the medium to long term, and advance the medium-term business plan while reorganizing and strengthening ourorganization and governance to support these measures, create an environment for new value creation, expand opportunities for
dialogue with shareholders and investors, and enhance the certainty of each measure.
Although the Company endeavors in its investor relations activities to ensure that its shareholders and investors understand theCompany's business activities and policies, etc. if a person who intends to conduct a Large-Scale Purchase (hereinafter referred
to as "Large-Scale Purchaser") suddenly appears, For our shareholders to make an appropriate judgment within a short period
regarding the impact of such Large-scale Purchase on our corporate value and, in turn, the common interests of our shareholders,
we believe it is essential that both the Large-scale Purchaser and our Board of Directors provide appropriate and sufficient
information regarding the impact of the Large-scale Purchase on our company and the management policy and business plan that
the Large-scale Purchaser plans to adopt if it participates in our management. Furthermore, we believe that the presentation of
the results of the Board of Directors examination, etc. of such a Large-scale Purchase will contribute to the decision-making

26

process of the Company's shareholders.
Considering the above, the Company believes that in the event of a Large-scale Purchase, the Large-scale Purchaser must
provide the Board of Directors of the Company with necessary and sufficient information regarding the Large-scale Purchase inadvance by certain rules to be established and disclosed in advance by the Company for the benefit of shareholders' decisionmaking. In addition, to prevent a malicious Large-Scale Purchase of the Company's shares that would damage the corporate valueof the Company and, in turn, the common interests of its shareholders, the Company will ensure that the Large-Scale Purchaser
is allowed to ask reasonable questions and demand improvements in the details of the proposal of the Large-Scale Purchaser orpresent a reasonable alternative proposal that will benefit the shareholders. The Company believes that it is necessary to takereasonable measures against a Large-Scale Purchase that does not comply with the Large-Scale Purchase Rules from theperspective of maintaining and enhancing corporate value and, in turn, the common interests of shareholders.

(2) Special Efforts to Contribute to the Realization of the Basic Policy Concerning Company Control
In special efforts to contribute to the realization of the Basic Policy Concerning Company Control, the Company strives tomaintain and enhance corporate value and, in turn, the common interests of its shareholders by taking the following measures in
addition to those described in (3) below.

・Efforts based on the medium-term business planTo establish absolute safety in our passenger terminal buildings, we are committed to further strengthening safety measures,
while aiming to operate passenger terminal buildings in a customer-oriented manner, and to ensure that our Group's CS philosophy
is "Peace to those who enter in, good health to those who leave again" is applied to our operations. In addition, the entire company
is striving to further improve services and earnings by thoroughly implementing the customer-first principle and actively
developing human resources under the Group's CS philosophy.

・Efforts to Strengthen and Enhance Corporate Governance
Based on the recognition that corporate governance is an important management issue, the Company has appointed outside
directors to ensure management transparency since its establishment. The Company previously had a Board of Statutory Auditors
system. Still, upon critical approval of an amendment to the Articles of Incorporation at the 78th Ordinary General Meeting of
Shareholders held on June 24, 2022, the Company transitioned to a company with an Audit & Supervisory Committee system.
The Board of Directors, which meets once a month in principle, consists of fifteen directors (of which, eight full-time directors
and seven part-time outside directors, including five independent outside directors) and makes decisions on basic management
policies, matters stipulated by laws and regulations, and other important management matters, as well as supervising the executionof business operations. The Audit & Supervisory Committee consists of three independent outside directors. Directors who are
Audit & Supervisory Committee members attend Board of Directors meetings and other important meetings to monitor thelegality and appropriateness of the directors' business execution of duties, as well as the transparency and soundness ofmanagement.

(3) Efforts to Prevent Inappropriate Persons from Controlling Decisions on Financial and Business Policies of the Company
considering the Basic Policy Concerning Company Control

27

Considering the Basic Policy Concerning Company Control described in (1) above, to prevent decisions on the Company's
financial and business policies from being controlled by inappropriate persons, the Company has established the "Policy
Concerning Large-Scale Purchases of the Company's Shares (Takeover Defense Measures)" (hereinafter referred to as the"Policy"). The Policy sets forth the Large-Scale Purchase Rules in the event of a Large-Scale Purchase and the procedures fortriggering countermeasures if a Large-Scale Purchaser fails to comply with the Rules.

・Establishment of the Independent Committee
The Independent Committee shall be established as an organ to examine and deliberate whether or not the Large-Scale Purchaseis detrimental to the corporate value of the Company and, in turn, the common interests of its shareholders, and to ensure thefairness of the Board of Directors' decision and response concerning the Large-Scale Purchase.

The Independent Committee

shall have at least three members, who shall be appointed from among the Company's outside directors and outside knowledgeable
persons who are independent of the Company's management in charge of business execution to enable fair and neutral judgments.
The Board of Directors of the Company shall consult with the Independent Committee on the propriety of a resolution for nonimplementation of countermeasures if a Large-Scale Purchase is commenced, and the Board of Directors of the Company shallrespect such recommendation to the maximum extent possible.

・Large-Scale Purchase Rules
As the Large-Scale Purchase Rules, the Large-Scale Purchaser shall submit information, etc. by the prescribed procedures, andshall not conduct the Large-Scale Purchase until the Board of Directors passes a resolution not to trigger the countermeasure after
the information submission procedures, etc. have been completed.

(a) Prior Submission of a Statement of Intention for a Large-scale Purchase to the Company
The Large-Scale Purchaser shall submit to the Company in advance a Large-Scale Purchase Statement of Intention (in the form
prescribed by the Company) to the effect that the Large-Scale Purchaser will conduct the Large-Scale Purchase by the LargeScale Purchase Rules.

(b) Submission of information regarding the Large-scale PurchaseUpon receipt of the Large-Scale Purchaser's Statement of Intention, the Company will deliver to the Large-Scale Purchaser an
information list containing the items of information to be submitted again within 10 business days (not counting the first day).
Based on the information list, the Large-scale Acquirer will be requested to submit to the Company necessary and sufficient
information regarding the Large-scale Acquisition for the shareholders' judgment and the Independent Committee's consideration.

(c) Notice of Commencement of Consideration by the Independent Committee
If the Company determines that it is appropriate for the Independent Committee to commence its consideration of the Largescale Acquisition, such as when the submission of information regarding such Large-scale Acquisition is deemed to be complete,
the Company will notify and disclose such fact to the Large-scale Acquirer and request that the Independent Committee
commence its consideration.

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(d) Consideration by the Independent Committee and resolution recommending non-activation
Within the period set as the Independent Committee Consideration Period, the Independent Committee will consider the termsof the Large-scale Acquisition and alternative plans provided by the Board of Directors, etc.
If the Independent Committee requests the Large-scale Acquirer to provide materials for consideration or other information or
to discuss or negotiate with the Independent Committee, the Large-scale Acquirer must promptly respond to such request. If the
Independent Committee finds, by unanimous resolution, as a result of the examination of information, etc. concerning such Largescale Acquisition, that such Large-scale Acquisition is not likely to damage the Company's corporate value and harm the interestsof the Company and, in turn, the common interests of shareholders, it shall pass a resolution recommending non-activation to theBoard of Directors of the Company.

(e) Confirmation of Shareholders' Intentions at the General Meeting of Shareholders
If the Independent Committee does not reach a resolution recommending non-implementation within the Independent
Committee Consideration Period, the Independent Committee shall recommend that the General Shareholders' Meeting for
Confirmation of Shareholders' Intentions regarding countermeasures against the relevant Large-scale Purchase be held, and in
response to such recommendation, the Board of Directors shall promptly decide to convene the General Shareholders' Meetingfor Confirmation of Shareholders' Intentions.
Resolutions of the General Shareholders' Meeting for Confirmation of Shareholders' Intentions shall be adopted by a majorityof the voting rights of the shareholders present at the meeting.

(f) Resolution of the Board of Directors not to act
If the Independent Committee recommends that the Board of Directors should pass a resolution not to trigger the Large-Scale
Purchase, the Board of Directors shall promptly pass a resolution not to trigger the Large-Scale Purchase unless there are
exceptional circumstances that violate its duty of care as a director.
In addition, the Board of Directors shall promptly pass a resolution of non-implementation if the General Shareholders' Meetingfor Confirmation of Shareholders' Intentions provided in (3) (e) above indicates shareholders' intentions to the effect that thecountermeasures should not be implemented.

(g) Triggering of Countermeasures against a Large-scale Purchase that does not comply with the Large-scale Purchase Rules
Until the Company's Board of Directors passes a resolution of non-implementation, the Large-scale Acquirer shall not conduct
the Large-scale Acquisition. If a Large-Scale Purchase that does not comply with the Large-Scale Purchase Rules is conducted
and it is reasonable to trigger countermeasures, the Board of Directors of the Company shall take countermeasures based on the
Policy to ensure and enhance the corporate value of the Company and the common interests of its shareholders. Countermeasures
under the Policy include the gratis allotment of stock acquisition rights and other measures permitted under laws and regulations
and the Company's Articles of Incorporation.

・Impact on Shareholders and Investors
The purpose of the Policy is to provide information necessary for the Company's shareholders to decide whether to accept theLarge-scale Purchase and to ensure that the Company's shareholders have a reasonable amount of time to consider and negotiate29

a better proposal for the Large-scale Purchase and an opportunity to receive an alternative proposal from the Company's Boardof Directors, etc. The Policy is also intended to ensure that the Company's shareholders will be provided with the informationnecessary for them to make an informed decision on the Large-scale Purchase. The purpose is to ensure that the Company's
shareholders will have a reasonable amount of time to consider and negotiate a better proposal for the Large-Scale Purchase andan opportunity to receive an alternative proposal from the Board of Directors. We believe that this will enable our shareholders
to make an appropriate decision on acceptance of the Large-scale Purchase and other options based on sufficient information,
which will lead to the protection of the interests of our shareholders. Therefore, we believe that the establishment of the Policy isa prerequisite for our shareholders and investors to make appropriate investment decisions and contributes to the interests of ourshareholders and investors.

(4) Judgment of the Board of Directors and Reasons for the Judgment
The Company's medium-term business plan, reinforcement and enhancement of corporate governance, and other measures areexactly in line with the Company's basic policy and were formulated as specific measures to enhance the Company's corporate
value and the common interests of shareholders continuously and sustainably.
The Policy is in line with the above basic policy, and since the following special efforts have been made to enhance therationality of the Policy, the Policy is not detrimental to the corporate value of the Company or the common interests of its
shareholders, nor is it intended to maintain the status of the Company's officers.

・The basic contents of this policy were approved in advance by shareholders at the 79th Annual General Meeting of Shareholders
held on June 28, 2023. The approval of such shareholders' meeting shall be effective for 3 years from such annual shareholders'meeting. At the end of the three years, the Company's Board of Directors plans to confirm the shareholders' intentions regarding
the Policy again and ask the shareholders to decide. During the effective period of the approval by the shareholders meeting, theBoard of Directors of the Company will make decisions and amendments to the details of the Policy and other necessary matterswithin the scope of the purpose of the approval by the shareholders meeting, taking into consideration trends in related legal
systems and various other circumstances surrounding the Company.

・If the General Shareholders' Meeting for Confirmation of Shareholders' Intentions indicates the shareholders' intent that thecountermeasures should not be triggered, the Board of Directors shall promptly pass a resolution for non-implementation of thecountermeasures. In addition, the Independent Committee, which consists of members appointed from among the Company's
outside directors and outside knowledgeable persons who are independent of the Company's management team that executes theCompany's business, shall, within the Independent Committee Review Period before the convocation of the General Shareholders'Meeting for Confirmation of Shareholders' Intentions, decide on the Large-scale Purchase if it is considered that such Large-scale
Purchase will damage the Company's corporate value, harm the interests of the Company, and ultimately, the common interestsof shareholders. If the Independent Committee, which is composed of members from among the members of the Board of
Directors, finds that the Large-scale Purchase is not likely to damage the Company's corporate value and harm the interests of theCompany and, in turn, the common interests of its shareholders, the Board of Directors of the Company shall promptly pass a
resolution of non-activation by the said recommended resolution unless there are special circumstances that violate the duty ofcare of a good manager as a director. In this way, the Policy ensures a mechanism to prevent arbitrary triggering of the resolution30

to maintain the status of directors, etc.

・The Company does not add any weight to the requirements for the resolution of dismissal of directors from the ordinary
resolution. The Policy can be abolished by the Large-scale Acquirer appointing directors nominated by the Large-scale Acquirer
by ordinary resolution at a general meeting of shareholders of the Company, and by the Board of Directors consisting of suchdirectors. Accordingly, the Policy is not a dead-hand takeover defense measure (a takeover defense measure that cannot be stopped
even if a majority of the members of the Board of Directors are replaced). In addition, since the Company has not adopted astaggered term system, the Policy is not a slow-hand takeover defense measure (i.e., a takeover defense measure that requires
time to prevent its triggering because members of the Board of Directors cannot be replaced at once).

・The Policy satisfies all the requirements of legality (requirements to be met in order not to be subject to an injunction against
the issuance of stock acquisition rights, etc.) and rationality (Requirements to be met to obtain the understanding of shareholders,investors, and other stakeholders) required by the "Guidelines Regarding Takeover Defense Measures to Ensure or Enhance
Corporate Value and Common Interests of Shareholders" established by the Ministry of Economy, Trade, and Industry and theMinistry of Justice on May 27, 2005. In addition, the Company's proposal also conforms to the content of the June 30, 2008,
report "Takeover Defense Measures in Light of Recent Environmental Changes" issued by the Corporate Value Study Group of
the Ministry of Economy, Trade, and Industry of Japan.

(5) Others
For details of the Policy, please refer to the text "Continuation of the Policy Against Large-Scale Purchases of the Company's
Shares (Takeover Defense Measures)" posted on the Company's website.
[Reference URL: https://www.tokyo-airport-bldg.co.jp/files/en/ir/000013351.pdf]

2. Other Matters Concerning the Corporate Governance System
N/A31

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