The following English translation is provided for reference purposes only. In case of any inconsistency
between this translation and the original Japanese version, the Japanese version shall prevail.

Corporate Governance Guidelines
Chapter 1. General Provisions
Article 1. Purpose
The purpose of these corporate governance guidelines (hereinafter the “Guidelines”) is to specify thebasic views and guidelines on the corporate governance of INPEX CORPORATION (hereinafter the“Company”) Group, and to ensure transparency and fairness in decision-making of the Company andrealize effective corporate governance through the proactive dissemination of information.
Article 2. Mission and Basic Views
The mission of the Company is to contribute to the creation of a brighter future for society through its
efforts to develop, produce and deliver energy in a sustainable way. Based on this mission, in order toachieve sustainable growth and increase corporate value over the mid- to long-term, the Company
fulfills its social responsibilities in cooperation with its shareholders and other stakeholders, and works
to enhance its corporate governance for the purpose of conducting transparent, fair, timely, anddecisive decision-making.

Chapter 2. Relationships with Stakeholders
Section 1. Sustainable Management
Article 3. Sustainable Management
1. The INPEX Group is committed to continue fulfilling its corporate social responsibilities throughits business activities as a credible company while increasing its corporate value sustainably over the
medium- to long-term. Under the initiative of top management, we will build an effective corporate
governance system strictly applied internally and groupwide, and proactively address sustainability
issues through our businesses and value chains, while taking stakeholder interests into consideration.
2. In promoting its sustainable management, the Company gives due importance to communicatingwith diverse stakeholders involved in its business, based on the principles stipulated in the
Sustainability Principles, and shall strive to collaborate with them in the appropriate manner based on
their points of interest.

13. To contribute to the resolution of social issues through its business activities, the Company shallidentify the themes material to sustainability, prioritize its initiatives concerning these and actively
disclose information, while taking stakeholders’ points of interest into consideration.
Section 2. Relationships with Shareholders, etc.
Article 4. General Meeting of Shareholders
1. The Company recognizes the general meeting of shareholders as the highest decision-making bodyin the Company and an important opportunity for engaging in constructive dialogue with shareholders.
Based on this recognition, the Company shall take adequate measures from shareholders’ perspectives
for allowing their opinions to be appropriately reflected in the management of the Company.
2. To ensure that shareholders have sufficient time to consider agenda items for resolution at thegeneral meeting of shareholders and are able to appropriately exercise their voting rights, the Company
shall send the convening notice of the general meeting of shareholders around three weeks prior to thedate of the meeting, and publish the content of the notice on the Company’s website or by otherelectronic means prior to sending the notice.
3. The Company shall appropriately set the date of the general meeting of shareholders and any
associated dates, taking account of facilitating sufficient constructive dialogue with shareholders andensuring the accuracy of information necessary for such dialogue.
4. The Company shall create an infrastructure allowing electronic voting, including the use of theElectronic Voting Platform, and provide English language translations of the convening notices of thegeneral meeting of shareholders.
5. In cases where institutional investors who hold shares in the name of a trust bank or other custodial
institutions express an interest in advance to exercise shareholders’ rights including voting rights at a
general meeting of shareholders, the Company shall consult with the trust bank and/or custodial
institutions.
Article 5. Securing the Rights of Shareholders
1. The Company shall take appropriate measures to substantially secure the rights of all shareholders,and give adequate consideration to the exercise of the rights that are also granted to minority
shareholders.

22. The Company shall annually analyze the results of the exercise of voting rights at the general
meeting of shareholders and report the results to the Board of Directors. The Company shall also
analyze the reasons for the opposing votes and examine the need for dialogue with shareholders andother measures.
Article 6. Basic Strategy for Capital Policy
To achieve sustainable growth and increase corporate value over the mid- to long-term, the Company
shall strive to implement efficient management that takes into consideration profitability and capitalefficiency, and to ensure ongoing investment for growth, the maintenance of its financial strength, andappropriate shareholder returns.
Article 7. Policy Concerning Cross-Shareholdings
1. For the purpose of achieving sustainable growth and increasing corporate value over the mid- tolong-term, when it is deemed necessary to hold shares in corporations in order to maintain good
relationships, and to promote business smoothly and generate business opportunities, the Company
shall hold shares in such corporations to the extent necessary.
2. Each year, the Company shall, at the Board of Directors meeting, assess whether or not to hold eachindividual cross-shareholding，specifically examining whether the purpose is appropriate and whether
the benefits and risks from each holding accord with the Company's cost of capital. As a result of theassessment, if it is determined that the necessity of holding any cross-shareholdings is decreased, suchcross-shareholdings shall be reduced.
3. With respect to the voting rights as to the cross-shareholdings, the Company shall determine thematters to be confirmed for each proposal to shareholders, such as appropriation of surplus, election
and compensation of officers, and company reorganization. Decisions whether or not to approve
proposals shall be made after full consideration of the appropriateness of the proposals and whether
they will contribute to the purpose of the cross-shareholdings and the sustainable growth and increased
corporate value over the mid- to long-term of the companies invested in.
Article 8. Anti-Takeover Measures, etc.
The Company does not adopt anti-takeover measures.
The Company has issued a Class A stock to the Minister of Economy, Trade and Industry (see Exhibit
1).
Article 9. Related Party Transactions and Submission of Pledges
31. In accordance with relevant laws and regulations, the Company shall require directors’ transactions
in competition with the Company and conflict of interest transactions to be approved in advance by
the Board of Directors and subsequent reporting to the Board of Directors. Also, in the case oftransactions with major shareholders, depending on the importance and characteristics of thetransactions, the Company shall require the prior consent of or reporting to the Board of Directors.
2. Transactions with related parties shall be disclosed in accordance with the Companies Act, theFinancial Instruments and Exchange Act and other applicable laws and regulations, as well as
applicable rules of securities exchanges.
3. All directors of the Company, including outside directors, shall be required to submit a written
pledge to carry out their duties as officers of the Company appropriately and with the highest regard
for the importance of such matters as their duty not to compete with the Company under the Companies
Act, the proper manner for dealing with conflicts of interest, and prevention of information leakage,
etc.
Section 3. Relationships with Employees
Article 10. Relationships with Employees
1. The Company shall establish the INPEX Values as the common foundation for the executive officers
and employees of the INPEX Group to work in a unified manner, and asks its executive officers andemployees to demonstrate the values through concrete actions in the daily performance of their duties.
2. The Company shall establish Business Principles with which all executive officers and employees
without exception must comply, in addition to applicable laws and regulations and internal rules, inthe performance of their duties in the Company Group. All executive officers and employees musthave a proper understanding of these principles and, if any act that violates these principles occurs or
is foreseen, they must report it to and consult with their superiors or the related departments and takeappropriate measures.
3. The Company shall develop a whistle-blowing system to practice compliance in good faith andrealize fair management. Through the establishment of contact desks, such as the Internal Desk andthe External Desk (external lawyer), any conduct that constitutes or is likely to constitute a breach ofcompliance requirements is promptly recognized to minimize the risk to the Company Group.
4. The Company has established the “INPEX HR Vision” with the aim of diversifying human resources4and developing human resources that can share values globally. Based on this, we are promoting
various human resources policies from a global perspective. The Company shall also continue to work
to ensure the diversity of its human resources to maximize organizational performance.
5. The Company has established the Basic HR Strategy and is working on various measures to foster
an organizational culture and develop human resources that can respond flexibly even in a rapidlychanging business environment.
Section 4. Relationships with Local Communities, etc.
Article 11. Relationship with Local Communities
Trusted relationships with the communities in which we operate are fundamental to maintaining oursocial license to operate. The Company shall build and maintain its relationships with its stakeholders
through open and transparent engagement.

Chapter 3. Full Disclosure
Article 12. Information Disclosure Standards
1. Based on the Companies Act and other applicable laws and regulations, the Board of Directors shalldetermine and disclose the Company’s policies in relation to its internal control systems andcompliance with laws and regulations.
2. The Board of Directors shall disclose financial information and business related matters in a fair,detailed and plain manner in accordance with the Companies Act, the Financial Instruments andExchange Act, and other applicable laws and regulations, as well as applicable rules of securities
exchanges.
3. The Company shall appropriately make information disclosure in compliance with the relevant laws
and regulations, but shall also strive to actively provide information beyond that required by law. This
includes both financial information, such as financial standing and operating results, and non-financial
information, such as business strategies and business issues, risk and governance.
4. The Company shall appropriately disclose its initiatives on sustainability when disclosing its
management strategies. The Company shall also provide information on investments in human capitaland intellectual properties in a clear and detailed manner, while being conscious of the consistency
5with its own management strategies and issues.
5. The Company shall gather and analyze the necessary data on the impact of climate change-relatedrisks and earning opportunities on its business activities and profits, and enhance the quality andquantity of disclosure based on the TCFD recommendations, which are an internationally establisheddisclosure framework, or an equivalent framework.

Chapter 4. Corporate Governance Structure
Section 1. Organizational Structure
Article 13. Organizational Structure
1. To ensure efficient corporate management and highly effective supervision based on its corporate
mission, the Company shall adopt the structure of a Company with an Audit & Supervisory Board(Company with Kansayaku Board), whereby Audit & Supervisory Board members conduct audits ofthe execution of business by directors.
2. The Company shall work to further increase the agility and efficiency of its management byintroducing an Executive Officer System aimed at further strengthening its business operation system
in order to respond accurately and promptly to a rapidly changing management environment and the
expansion of its business activities.
3. The Company shall set up the Nomination and Compensation Advisory Committee as an advisory
body to the Board of Directors with the aim of strengthening the independence, objectivity andaccountability of the Board of Directors’ functions relating to the nomination and compensation of
directors. The Nomination and Compensation Advisory Committee shall consist of four or moremembers, including the Representative Director, President & CEO, where the majority of its members
are outside directors and/or outside Audit and Supervisory Board members including independent
outside directors. The Chairperson of the Committee shall be appointed from members who are
independent outside directors.
4. The Company shall set up the INPEX Advisory Committee as an advisory body to the Board of
Directors with the aim of sustainable growth and increased corporate value over the mid- to long-termby soliciting a wide range of objective advice and suggestions from Japanese and international experts
on various issues relating to business such as the international political and economic outlook,
prospects for the energy sector and issues in the sustainability field.
6Section 2. Board of Directors
Article 14. Roles and Responsibilities of the Board of Directors
1. The responsibilities of the Board of Directors shall be to fully exercise its supervisory function,
secure fairness and transparency in management, and ensure sustainable growth and increase corporate
value over the mid- to long term through implementation of effective corporate governance, withrecognition of its fiduciary responsibility to shareholders.
2. The Board of Directors shall formulate the Company’s mission, corporate strategy and other basic
management policies, and make decisions on the execution of important businesses.
3. To ensure flexible decision-making pertaining to the execution of business, the Board of Directors
shall appropriately delegate decision authority other than that relating to the business execution
referred to in the preceding paragraph to directors and executive officers, and conduct highly effective
supervision, based on laws and regulations, the Articles of Incorporation and internal rules.
Article 15. Business Strategies and Business Plans
1. In order to set its strategic direction, the Company shall establish at the Board of Directors meetingits “Vision” and “Medium-term Business Plan” as its business strategies and business plans, anddisclose them accordingly.
2. When establishing and disclosing the Vision and the Medium-term Business Plan, the Company
shall articulate its basic principles regarding its earnings plan and capital policy, and provide clear
explanations to shareholders with respect to its targets for profitability and capital efficiency as wellas the review of its business portfolio and the allocation of management resources to achieve suchtargets.
3. The Board of Directors and the senior management shall do their best to achieve the Medium-term
Business Plan; should the Company fail to achieve the targets, the reasons underlying the failure aswell as the Company’s actions shall be fully analyzed and explained to shareholders, and such analytic
findings shall be reflected in a plan for the subsequent period.
Article 16. Composition of the Board of Directors
1. The Company’s Board of Directors shall be comprised of at least three (3) and not more thansixteen (16) members, one-third or more of whom are independent directors.
7

2. The term of office of directors of the Company shall be set at one (1) year to enhance the readinessof directors for changes in the global operating environment and to further clarify management
responsibilities.
3. The Board of Directors shall be structured taking into consideration the appropriate balance ofknowledge, experience, and skills, as well as diversity.
Article 17. Operation of the Board of Directors
1. The Chairperson of the Board of Directors of the Company shall, based on proposals and opinionsof each director, give advance notice of matters to be discussed at the following year’s Board of
Directors meetings and the planned schedule of the meetings.
2. In principle, the Board of Directors shall meet once a month.
3. To enable full discussion at each Board of Directors meeting, materials relating to agenda items fordiscussion and resolution at the meeting shall be distributed to each of the directors, including outside
directors, sufficiently in advance of the date of the meeting. In addition, the Company holds
preliminary briefing sessions for Outside Directors and Audit & Supervisory Board Members(parttime) in advance as necessary.
Article 18. Internal Controls
1. The Board of Directors shall engage in oversight activities in order to ensure timely and accurate
information disclosure, and shall establish appropriate internal control and risk management systems.
2. The Board of Directors shall appropriately establish the systems referred to in the preceding
paragraph, and exercise oversight to determine whether they are being operated effectively.
Article 19. Analysis and Evaluation of the Effectiveness of the Board of Directors as a Whole,etc.
The Board of Directors shall analyze and evaluate its effectiveness as a whole each year, taking into
consideration the self-evaluations of each director. A summary of the results shall be disclosed.
Section 3. Audit & Supervisory Board Members and the Audit & Supervisory Board
Article 20. Roles and Responsibilities of Audit & Supervisory Board Members and the Audit &8Supervisory Board
The roles and responsibilities of the Audit & Supervisory Board members and the Audit & Supervisory
Board shall be to audit the performance of directors’ duties and to exercise their authority concerning
the appointment and dismissal of accounting auditors and the determination of auditor remuneration
thereof. To fulfill such roles and responsibilities, the Audit & Supervisory Board members and the
Audit & Supervisory Board shall, based on their fiduciary responsibilities to shareholders, positively
and proactively exercise their authority by making appropriate decisions from an independent andobjective standpoint and providing opinions appropriately to the Board of Directors or the
management.
Article 21. Composition of the Audit & Supervisory Board
The Company’s Audit & Supervisory Board shall be comprised of at least three (3) and not more than
five (5) members, the majority of whom are outside Audit & Supervisory Board members.
Article 22. Relationship of the Audit & Supervisory Board Members and the Audit &Supervisory Board with Accounting Auditors, the Internal Audit Department, and Outside
Directors
The Audit & Supervisory Board members and the Audit & Supervisory Board shall coordinate withthe accounting auditors, the internal audit department and the outside directors as set forth below, andensure the system to enable adequate and proper audits to be conducted.
(1) Coordination with Accounting Auditors
The Audit & Supervisory Board members and the Audit & Supervisory Board shall meet on a regularand as-needed basis with the accounting auditors, and receive reports on accounting audits, reports
containing reviews of quarterly results, and interim reports for internal control audit from theaccounting auditors. Additionally, they shall exchange opinions on important points from the audits,and enable the gathering of a wide range of information about the current state of the Company.
The Audit & Supervisory Board shall appropriately select candidates for accounting auditors, set
standards for their evaluation, and confirm that they possess the required independence and expertise.
(2) Coordination with the Internal Audit Department
Full-time Audit & Supervisory Board members shall maintain close coordination with the internal
audit department on a daily basis through means such as receiving reports on the state of internal audits
and other matters as necessary. In addition, full-time Audit & Supervisory Board members and the
Audit & Supervisory Board shall regularly receive reports regarding internal audits conducted by theinternal audit department and the state of internal control evaluations.
9(3) Coordination with Outside Directors
To ensure coordination with outside directors, the Audit & Supervisory Board members and the Audit& Supervisory Board shall create appropriate opportunities for exchanging opinions.

Section 4. Accounting Auditors
Article 23. Accounting Auditors
The Company shall recognize the responsibilities accounting auditors owe to shareholders andinvestors, and take appropriate measures to ensure that proper audits are conducted.
Section 5. Directors and Audit & Supervisory Board Members
Article 24. Fiduciary Responsibilities
With due attention to their fiduciary responsibilities to shareholders, the directors and Audit &Supervisory Board members shall secure the appropriate cooperation with stakeholders and act in the
Company’s interests and the common interests of its shareholders.
Article 25. Directors, etc.
1. The Company shall select candidates for directors from persons within the Company who haveknowledge, expertise and international experience relating to the Company’s business, as well as asound knowledge of the Company in their particular field of expertise, and from external persons who
have extensive experience and wide-ranging insight as corporate managers, academics, or otherspecialists in the resource/energy industry, or in fields of finance or legal affairs, etc.
2. The Company shall decide on the candidates for directors at the Board of Directors upon report by
the Nomination and Compensation Advisory Committee, and disclose reasons for the nomination.
3. When it is judged inappropriate for director(s) to perform their duties due to violation of applicablelaws and regulations, the Articles of Incorporation, or for other reasons, the Company shall decide
whether the Board of Directors will propose the director’s dismissal or to dismiss the Representative
Director, President & CEO, etc. upon deliberation by the Nomination and Compensation Advisory
Committee. Any dismissal of a director will be made pursuant to the laws and regulations, the Articles
of Incorporation and/or other relevant legislation.

10

4. The Company shall, at the Board of Directors meeting, appoint executive officers, who have a soundknowledge of the Company and their particular field of expertise, and are able to fulfill the duties ofexecutive officers.
Article 26. Independent Directors
The independent directors shall provide advice based on their own knowledge and experience, andmonitoring of management and conflict of interest transactions from an independent standpoint, andappropriately represent the views of stakeholders in the boardroom.
Article 27. Compensation for Directors, etc.
1. The Board of Directors shall decide on compensation for directors within the limits and terms
approved at the general meeting of shareholders upon report by the Nomination and Compensation
Advisory Committee.
2. The compensation for directors and executive officers shall consist of basic compensation inaccordance with the duties of each position, bonuses as short-term incentive compensation, and stockbased compensation as medium- to long-term incentive.
Stock-based compensation is provided through a system using the Board Incentive Plan Trust thatcombines performance-based elements aimed at raising Directors and executive officers’ awarenessof their contribution to the Company’s medium- to long-term business performance and enhancementof corporate value, and fixed elements aimed at strengthening Directors and executive officers’
awareness of sharing interests with shareholders through ownership of the Company’s shares.
Outside directors’ compensation shall consist solely of a fixed basic compensation. In addition to theabove, cash compensation is to be paid in addition to the basic compensation to Outside Directors who
also serve as committee members.
Article 28. Audit & Supervisory Board Members
1. The Company shall select candidates for Audit & Supervisory Board members from among persons
who are able to maintain a fair and unbiased stance from a position independent of executives, andhave deep insight. In addition, the Company shall appoint at least one Audit & Supervisory Board
member who has appropriate financial and accounting knowledge.
2. After obtaining the consent of the Audit & Supervisory Board, the Company shall decide on thecandidates for Audit & Supervisory Board members at the Board of Directors meeting and disclose
the reasons for their nomination.

11

Article 29. Independence Standards
The independence standards of outside directors and outside Audit & Supervisory Board members
shall be specified in the Independence Standards for Outside Directors and Outside Audit &Supervisory Board Members (see Exhibit 2).

Article 30. Concurrent Posts
In the event that the directors and Audit & Supervisory Board members hold concurrent posts asofficers of other listed companies, the holding of such posts shall be confined to a reasonable extent,
and the status of the holding of concurrent posts shall be disclosed each year.
Article 31. Information Gathering and Support Structure
1. Directors, including outside directors, shall request the Company to provide them with additional
information, where deemed necessary from the perspective of contributing to transparent, fair, timely
and decisive decision-making. In addition, the Audit & Supervisory Board members, including outside
Audit & Supervisory Board members, shall collect information appropriately, including the use of
their statutory investigation power.
2. The Company shall establish a support structure, including providing sufficient staff, as a support
structure for directors and Audit & Supervisory Board members, and the Board of Directors and Audit& Supervisory Board shall verify whether information requested by directors and Audit & Supervisory
Board members is provided smoothly.
3. To enable the Audit & Supervisory Board members and Audit & Supervisory Board to appropriately
perform their duties, the Company shall set up the Secretariat of Audit & Supervisory Board member
with dedicated employees.
4. When deemed necessary for the execution of duties of directors and Audit & Supervisory Board
members, the Company shall consider their consulting with external specialists at the Company’s
expense.
Article 32. Succession plan
The Company recognizes that a succession plan for the Representative Director, President & CEO,etc. is important to achieve sustainable growth and increase corporate value over the mid- to longterm. The Nomination and Compensation Advisory Committee will deliberate on the desired
qualifications for the Representative Director, President & CEO, etc. and on the appropriate
12development plan, etc., and provide opinions to the Board of Directors.
Article 33. Training Policy
To enable directors and Audit & Supervisory Board members to appropriately fulfill their roles andresponsibilities, the Company shall explain about its business, management strategies and otherimportant matters to newly-appointed persons. In addition, the Company shall provide opportunities
for necessary training (including training by specialists and site visits) to each director and Audit &Supervisory Board member.

Chapter 5. Constructive Dialogue with Shareholders
Article 34. Constructive Dialogue with Shareholders
For the purposes of contributing to sustainable growth and increased corporate value over the mid- tolong-term, the Company shall promote constructive dialogue with shareholders. In addition, theCompany shall formulate and publish a policy concerning the development of a system and initiatives
for constructive dialogue (see Exhibit 3).

Chapter 6. Miscellaneous Provisions
Article 35. Revisions and Abolition
Revisions to and abolition of this Guidelines shall be implemented by resolution of the Board of
Directors.
Established and commenced on November 27th, 2015
Revised on June 27th, 2017
Revised on May 10th, 2018
Revised on June 26th, 2018
Revised on November 26th, 2018
Revised on December 25th, 2020
Revised on February 15th, 2021
Revised on April 1st, 2021
Revised on November 22nd, 2021
Revised on December 27th, 2021
Revised on February 15th, 2022
13

Revised on March 25th, 2022
Revised on March 26th, 2024

14

Exhibit 1
A Class A stock
The INPEX Group will proactively engage in energy structure reforms towards the realization of a net
zero carbon society by 2050, while responding to the growing energy demands of Japan and the world
and fulfilling its responsibility for the development and stable supply of energy over the long-term.
Specifically, the Company will continue to position its crude oil and natural gas business as a corebusiness and will work to fulfill its two social responsibilities of providing a stable supply of energy
and responding to climate change by strengthening its upstream business and making it cleaner. In
addition, the Company will set climate change response goals towards a net zero carbon society andactively promote 5 net zero businesses including: developing a hydrogen business; reducing Co2
emissions from crude oil and gas operations (CCUS); enhancing and emphasizing renewable energy
initiatives; promoting carbon recycling and cultivating new business opportunities; and promoting
forest conservation.
Based on the above policy, the Company has issued a Class A stock to the Minister of Economy, Tradeand Industry to eliminate the possibility of speculative takeovers or management control by foreign
capital, resulting in inappropriate management inconsistent with the Company’s role to provide astable supply of energy to Japan in an efficient manner as a core company or causing any other adverse
effects.
To make decisions on i) the appointment or removal of Directors; ii) the disposition of all or a portionof material assets; iii) amendments to the Articles of Incorporation relating to the Company’s businessobjectives and granting voting rights to any shares other than the common shares of the Company(excluding voting rights in the meetings of the holder of the Class A stock, which are already granted
to the Class A stock); iv) business integration; v) capital reduction and vi) company dissolution, aresolution of a meeting of the holder of the Class A stock (hereinafter “a general meeting of Class A
stock shareholders”) is required in addition to resolutions of the shareholders’ meeting or the Board of
Directors of the Company. However, concerning i) the appointment or removal of Directors and iv)
business integration, resolution of a general meeting of Class A stock shareholders is required only
when certain conditions under the Articles of Incorporation are met.
Concerning the exercise of voting rights at a general meeting of Class A stock shareholders, the ClassA stock shareholder can exercise his/her voting rights in accordance with the guidelines set forth in a
Ministry of Economy, Trade and Industry Notice (No. 54, 2022). According to the guidelines, aresolution regarding the aforementioned items i) and iv) shall be vetoed only “when it is judged there
is a high probability that the Company will be managed inconsistent with its role to provide a stable15

supply of energy to Japan in an efficient manner as a core company,” and a resolution to change theArticles of Incorporation related to granting voting rights to any shares other than the common sharesof the Company (excluding voting rights in the meetings of the holder of the class A stock which isalready granted to the class A stocks) in the aforementioned item iii) shall be vetoed only “when there
is a possibility that it may have an effect on the exercise of the voting rights of the class A stocks” andthe aforementioned item ii) and amendment to the Articles of Incorporation related to the Company’sbusiness objectives in the aforementioned item iii), and resolutions related to items v) and vi) shall bevetoed only “when it is judged there is a high probability that it may adversely affect its role to provide
a stable supply of energy to Japan in an efficient manner as a core company.”
In addition, the Articles of Incorporation of the Company’s subsidiaries stipulate that, upon disposing
material assets, a resolution of a general meeting of shareholders of the subsidiary is required when it
constitutes a “disposition of all or a portion of material assets” in the aforementioned item ii). In thiscase, a resolution of the meeting of the holders of the class A stock is required in addition to a resolutionof the Board of Directors of the Company. The Company’s Board of Directors does not have any
power over the exercise of the veto right through the exercise of the voting rights of Class A stock byClass A stock shareholders. Therefore, Class A stock does not have the purpose of maintaining theposition of the executive officers of the Company.
Given the limited scope of the veto right of the Class A stock, and because the voting rights shall be
exercised in accordance with the guidelines for the exercise of voting rights by the Minister of
Economy, Trade and Industry, which are set forth in a Ministry of Economy, Trade and Industry Notice(No. 54, 2022), this measure is designed to be highly transparent to avoid unreasonably impeding theefficiency and flexibility of the Company’s management and to minimize the impact thereof. For thesereasons, the Company believes that this measure is in line with the basic policy and does not impair
the common interests of the Company’s shareholders.

16Exhibit 2
Independence Standards for Outside Directors and Outside Audit & Supervisory Board
Members
The Company shall, based on the independence criteria set forth by the Tokyo Stock Exchange,
determine that an outside director or an outside Audit & Supervisory Board member is independent
from the Company if he or she falls under none of the following items.
1.

A major shareholder of the Company (who directly or indirectly holds 10% or more of theCompany’s voting rights) or an executive thereof2.

A person whose major business partner is the Company (*1) or an executive thereof3.

A major business partner of the Company (*2) or an executive thereof

4.

A legal professional, accountant, or consultant who receives money or other properties of morethan 10 million yen per year on average over the past three (3) years from the Company or its
subsidiary, excluding compensation for directors or Audit & Supervisory Board members (if theperson receiving such properties is an organization such as a legal entity or a partnership, a person
who belongs to such organization)5.

An accounting auditor of the Company or its subsidiary (if such accounting auditor is anaccounting firm, a person who belongs to such accounting firm)

6.

A person who receives donations or subsidies of more than 10 million yen per year on averageover the past three (3) years from the Company or its subsidiary (however, if the person receiving
the donation or subsidies is an organization such as a legal entity or a partnership, a director orother officer managing the business of the organization to which the amount of such donations
or subsidies exceeds the greater of 10 million yen per year or 30% of the total expenses per yearof such organization, on average over the past three years)

7.

A person who fell under any of items 1 through 6 above in the past three (3) years

8.

A relative within the second degree of kinship of a person who falls under any of (a) through (d)below (excluding persons who are not material (*3))(a) A person who falls under any of items 1 through 7 above(b) An executive of a subsidiary of the Company(c) A non-executive director or an accounting advisor of a subsidiary of the Company (limited
to cases where said outside Audit & Supervisory Board member is to be designated as anindependent Audit & Supervisory Board member)(d) A person who fell under item (b) or (c) above or an executive of the Company in the mostrecent three (3) years (including a non-executive director, if said outside Audit &17Supervisory Board member is to be designated as an independent Audit & Supervisory
Board member)
9.

Other than each of the preceding items, a person who is substantially judged by the Company topossibly cause a conflict of interest with ordinary shareholders of the Company*1“A person whose major business partner is the Company” refers to a business partner whosebusiness relationship with the Company may influence the decision-making of a business, etc. of
said business partner to the same extent as said business partner’s parent company, subsidiary oraffiliate. Specifically, this may refer to a so-called subcontractor whose consolidated net sales,
etc. from transactions with the Company account for a considerable part of the said
subcontractor’s consolidated net sales, etc. in the most recent business year.

*2“A major business partner of the Company” refers to a business partner whose business
relationship with the Company may influence the decision-making of a business, etc. of theCompany to the same extent as the Company’s parent company, subsidiary or affiliate.
Specifically, this may refer to a counterparty in transactions with the Company whose
consolidated revenue from the transactions accounts for a considerable part of the Company’s
consolidated revenue in the most recent business year, or a supplier who provides merchandiseand services which are essential to the business activities of the Company.

*3

Specifically, a “material” person is assumed to be an officer, general manager or equivalent ofeach company/business partner in case of the persons referred to in items 1 through 3, and acertified public accountant who belongs to each accounting firm or a lawyer who belongs to eachlaw firm (including so-called associates) in case of the persons who belong to organizations
referred to in items 4 and 5.

18

Exhibit 3

Policy concerning the Development of a System and Initiatives for
Promoting Constructive Dialogue with Shareholders
・The Company’s basic policy is to disclose corporate information that is necessary and sufficient forshareholders and investors to make decisions on their investment in the Company’s securities in atimely, appropriate, and fair manner, and also actively engage in public relations activities to fostera deeper understanding of business activities of the Company among all stakeholders surrounding
the Company.
・The Company conducts appropriate and fair information disclosure (statutory disclosure and timely
disclosure), in compliance with the Financial Instruments and Exchange Act (including related laws
and regulations; the same shall apply hereinafter) and rules of the Tokyo Stock Exchange.
Furthermore, the Company conducts proactive disclosure of other information that is not required by
the Financial Instruments and Exchange Act and rules of the Tokyo Stock Exchange, if it is deemed
to be beneficial to its shareholders and investors in their making investment decisions, except in cases
where disclosure is restricted by confidentiality agreements or where disclosure would beinappropriate due to the negative impact it might have on competition.
・The Company has appointed the Senior Vice President, Corporate Strategy & Planning as Corporate
Information Handling Officer responsible for the timely disclosure of corporate information. In
addition, the Company has established the Corporate Communications Unit, as the unit in charge ofpractical matters for the timely disclosure. The internal procedures for the timely disclosure are as
follows:
1.

The Senior Vice President, Corporate Strategy & Planning, and the Corporate Communications
Unit conduct exhaustive compilation of information for disclosure (information on decisions
made by the Company, occurrence of material facts, financial results, etc.), and disclose suchinformation in a timely manner mindful of fairness to investors.

2.

To facilitate the operations mentioned above, all divisions in the Company and its Group
companies promptly report to the Senior Vice President, Corporate Strategy & Planning any
information on decisions or emergence of new important information via the Corporate
Communications Unit in accordance with the internal rules for corporate information disclosure.
For its Group companies, the Company stipulates items that require its prior approval and items
that are to be regularly reported by the Group companies in accordance with the internal Group
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Regulations.
3.

In accordance with internal rules on administrative authority, the Corporate Communications
Unit conducts disclosure under the direction of Senior Vice President, Corporate Strategy &Planning based on the resolution of the Board of Directors concerning matters to be resolved at
the Board of Directors, or by resolution of the Executive Committee concerning other matters.
For information which require prompt disclosure, such as information related to facts which
occurred regardless of the Company’s intent, shall be disclosed based on prior approval of the
President & CEO.

4.

In accordance with internal rules against insider trading, the Company maintains
comprehensive control of all important internal information and prevents any insider trading.

5.

The Audit Unit, which reports directly to the President & CEO, monitors the state of thedevelopment and operations of the timely disclosure system, through internal audits andassessments based on the internal control reporting system.

・For institutional investors, the Company holds investor meetings on the Company’s financial results,
at which it explains the outline of the Company’s business, management strategies, and financial
results, etc. In addition, the Company conducts one-on-one meetings, group meetings and overseas
IR road shows throughout the year in order to engage in close dialogue with the markets andimplement appropriate information disclosure.
Moreover, the Company conducts dialogue with shareholders (including so-called beneficial
shareholders) who are able to engage in constructive dialogue from a mid- to long-term perspective
to build a trusting relationship.
Furthermore, for individual investors, the Company holds information meetings at IR fairs organized
by securities companies and at branches of such companies.
・The Company reflects the opinions and concerns of shareholders and investors that have beenrecognized through the dialogue to the management members and the Board of Directors in a timely
and effective manner.
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