[Translation]

Corporate Governance Report
CORPORATE GOVERNANCE

Toyoda Gosei Co, Ltd.

Last Update:June 27, 2024

Toyoda Gosei Co., Ltd.
Katsumi Saito, President & CEO
Contact: Corporate Planning Division
Securities code: 7282
https://www.toyoda-gosei.com/
The corporate governance of Toyoda Gosei (the “Company”) is described below.

I.

Basic Views on Corporate Governance, Capital Structure, Corporate Attributes, and OtherKey Information

1.

Basic Views
Under the Company Creed “Boundless Creativity and Social Contribution”, we, Toyoda Gosei Co., Ltd. (the “Company”),
embody the Management Philosophy. To continue as a company that is trusted and valued by all stakeholders, including society,shareholders, customers, suppliers, and employees, the Company aims to grow as a global company. The Toyoda Gosei Groupharnesses the power of all employees in Group companies and acts flexibly and swiftly in today’s dramatically changing businessenvironment, and we have and will continue to deliver satisfaction to customers worldwide in the form of safety, comfort, wellbeing, the environment, and decarbonization to enrich transportation and people's lives.
We recognize that the most important management issue to achieve this is to enhance and reinforce our corporate governancewith the aim of ensuring sound and efficient corporate management, and strive to build and maintain an organizational structurethat can respond appropriately to changes in the environment and fair and transparent management systems.
In addition, we support the Corporate Governance Code established by the Financial Services Agency and the Tokyo Stock
Exchange, and are striving to enhance our corporate governance by autonomously implementing various measures based on theintent and spirit of its philosophy and principles.

Reasons for Non-compliance with the Principles of the Corporate Governance Code
The Company fully complies each principle of the Corporate Governance Code.

Disclosure Based on each Principle of the Corporate Governance Code [Updated]〔Principle 1-4 Cross-Shareholdings〕
・Policies on strategic shareholdings

We thoroughly investigate the significance of holding stocks (promotion of business alliances, maintenance and strengthening ofbusiness relationships) and their economic benefits (dividends) from a medium- to long-term perspective, and hold those judged
to be necessary from a policy perspective.

1

[Translation]
As necessary, we will reduce holdings for which the significance of ownership is not judged to be significantly clear.
・Verification
We carefully examine the value of holding of each stock from both the qualitative viewpoints such as promoting of businessalliance, maintaining and strengthening the business relationship and ensuring the stability of the supply chain, and quantitative
considerations such as the transaction status and investment yield (dividend). Whether or not to hold such stock is examined at a
meeting of the Board of Directors each year.

・Policy on the exercise of voting rights
We exercise voting rights for stocks held for strategic purposes comprehensively considering whether each proposed resolution
will contribute to sustainable growth by increasing the medium-to-long-term corporate value of the issuing company. When we
exercise our voting rights on (i) a resolution with regard to appointment of, or compensations for, directors and/or Audit &Supervisory Board members of a company that has major concerns in corporate governance, such as the occurrence of social
scandals or whose very poor performance has continued for certain period of time, or (ii) a resolution that will have a significant
impact on corporate value or interests of shareholders such as mergers or other restructuring proposals, we will make inquiries
to such company about the plan for improving corporate value before exercising our voting rights.

〔Principle 1-7 Related Party Transactions〕
When the Company enters into a transaction with a director, the Board of Directors monitors the transactions (pre-approval andconfirmation of results) in accordance with the Companies Act.
When the Company enters into a transaction with a major shareholder or the like, if such transaction has high importance in lightof certain prescribed judging criteria, such transaction is subject to a prior approval that may be given after full discussion among
the relevant departments in the Company. The terms and conditions of transactions with such parties shall be equal to those ofarms-length transactions.

〔Principle 2-4 Ensuring Diversity, Including Active Participation of Women〕〔Supplementary Principle 2-4①〕
Toyoda Gosei’s Management Philosophy includes “establishing a vibrant corporate culture through respect for individuality andthe value of enhanced teamwork.”
In our organizational culture we aim for a “polymeric organization” full of dynamism. Individuals with unique characters andvarious values are like molecules that stimulate each other, increasing creativity through the occurrence of chemical reactions
and concentrating power through strong chemical bonds. These same stimulations and reactions occur between teams, groups,
departments and associated companies, and also lead to the forming of links with other organizations, including partnercompanies, suppliers, clients and customers. The result is higher creativity and productivity. Changing shape freely and being
able to communicate new value in accordance with changes in the environment—This is the “polymeric organization” weimagine. To prepare the ground for the type of organizational culture that is needed for this, we support employees’ well-being
with self-fulfillment through “creation of places where people can feel safe,” “creation of platforms where they can display theirtalents,” and “shining a light on each individual.” In addition to providing educational opportunities for “specialized knowledge
in the field of rubber and plastics” and “the problem-solving methods and PDCA cycle” that we have cultivated, we are also2

[Translation]
working to develop “digital human resources”—people who will be responsible for promoting DX.
We hire and train a diverse workforce, including women, foreign nationals, mid-career hires and people with disabilities. We aremaking efforts to invigorate the company by giving opportunities for fair and impartial training, assessment, and promotion to
all employees and providing an environment where every person can display their abilities and play an active role.
In creating a positive corporate culture, we analyze the results of regular engagement surveys, organize issues at the companywide
level and workplace level, and undertake systematic kaizen activities for each after labor and management recognize the issues.
To "create places where people feel safe", "create platforms where they can display their talents", and "shine a light on eachindividual", we provide education through the "Bright Workplace Cheering Squad" (a textbook from the Ministry of Health,
Labor and Welfare) for communication training for all managers and workplace leaders, as well as for the purpose of educating
employees.

〔Principle 2-6 Roles of Corporate Pension Funds as Asset Owners〕
The Company’s pension funds are managed by the Toyoda Gosei Corporate Pension Fund. Given that the management ofcorporate pension funds affects not only the stable asset formation of employees but also the Company’s own financial position,
we dispatch personnel with the necessary expertise from the finance and human resources departments to the said pension funds
managing entity. In addition, the said entity is monitored by the Asset Management Committee, whose meeting is held every
month.

〔Principle 3-1 Full Disclosure〕
The Company is making the following efforts to enhance information disclosure in order to ensure transparency and fairness in
the Company’s decision-making and to achieve effective corporate governance.

〔Principle 3-1(ⅰ) Company objectives (e.g., business principles), business strategies and business plans〕
We have formulated a Management Philosophy ((1) Good Corporate Citizenship, (2) Proper Business Operation, (3) Sustainable
Growth, (4) Customer Satisfaction, (5) Conservation of Global Environment and Resources, and (6) Respect for the individual)
that embodies the Company Creed “Boundless Creativity and Social Contribution,” and are striving to achieve sustainable growthand increase corporate value over the medium to long term through proper collaboration with a wide range of stakeholders.

In August 2023, the 2030 Business Plan was formulated as a medium-to-long-term business plan to provide social values forchanging mobility society and achieve sustainable growth in the future. Please see the Company on the company’s website(https://www.toyoda-gosei.com/).

The 2030 Business Plan sets forth our vision of becoming a company that pursues the possibilities of polymers to contribute to afuture of better mobility and living, and we aim to further enhance our strengths by expanding our business domain using polymer
technologies such as rubber and plastics. Our specific growth areas are (1) safety, (2) comfort, and (3) decarbonization, and we
aim to achieve sustainable business development by focusing on fields that balance social and economic value. We aim to achievesales revenue of 1,200 billion yen, operating profit of 100 billion yen, operating profit ratio of 8%, and ROE of 10% by increasing
our economic value while enhancing our presence value.

3

[Translation]〔Principle 3-1（ⅱ）Basic views and guidelines on corporate governance based on each of the principles of the Code〕
Such matters are described in “I-1 Basic Philosophy” above in this Report.

〔Principle 3-1（ⅲ）Board policies and procedures in determining the remuneration of the senior management and directors〕
・Policies
Compensation for Directors consists of ‘Monthly Remuneration (Fixed Remuneration)’, ‘Cash Bonus (Short-term Incentive)’and ‘Share-based Remuneration (Long-term Incentive)’ based on the thinking that compensation should serve as an appropriate
incentive to try to sustainably raise the value of the company. The standard allocation of Monthly Remuneration: Cash Bonus:
Share-based Remuneration shall be in ratio of approximately 70%:20%:10%.
Monthly Remuneration shall be awarded reflecting responsibilities, experience and payment trends at other companies.
Cash Bonus shall be determined based on consolidated operating profit for the fiscal year, taking into comprehensive accountfactors such as achievement status of annual plan, the level of employee bonuses, payment trends at other companies, mediumto long-term business result, past payments and ESG management contribution, etc.
With regard to Share-based Remuneration, company introduced Compensation for Granting of Restricted Shares to further
promote sharing value whit shareholders and to achieve sustained improvement of the corporate value of the Company.
The amount of monetary remuneration for directors was decided at the 97th Ordinary General Shareholders’ Meeting, held on
June 12, 2020, to be no more than 650 million yen annually (for outside directors it shall be no more than 65 million yen annually).
(This does not include amounts paid as employee salaries to directors who serve concurrently as employees.) The number of
directors at the conclusion of the 2020 Ordinary General Shareholders’ Meeting was nine (of whom three were outside directors).
At the 101st Ordinary General Shareholders’ Meeting held on June 14, 2024, a decision was made to revise the amount for outside
directors to no more than 100 million yen annually. The number of directors at the conclusion of this Ordinary General
Shareholders’ Meeting was 10 (of whom five were outside directors).
Separate from the said monetary remuneration, at the 97th Ordinary General Shareholders’ Meeting held on June 12, 2020, it was
decided that stock remuneration would be no more than 100 million yen annually, and the number of shares would be limited tono more than 100,000 per year (outside directors are not eligible for this).
Outside Directors and Audit & Supervisory Board members shall not receive payment of Cash Bonuses nor Share-based
Remuneration as they fulfill monitoring and supervisory function from an independent standpoint.

・Procedures
After contingent upon fair and transparent deliberation by the Executive Compensation Committee (established in 2019) of
which majority is outside directors, within the range determined by a decision at the shareholders’ meeting, compensation isdetermined by a chair of the Board of Directors based on a delegation resolution of the Board of Directors. In March 2020, thechairperson of the committee was changed from internal director to an outside director to enhance transparency and fairness
further.
At the Executive Compensation Committee, compensation levels, the background and thinking that led to decisions oncompensation are confirmed, and their appropriateness is reviewed and reported.

4

[Translation]〔Principle 3-1（ⅳ）Board policies and procedures in the appointment/dismissal of the senior management and the nominationof directors and Audit & Supervisory Board Members candidates〕
・Policies
When the Board of Directors appoints or nominates senior officers or candidates for directors or Audit & Supervisory Board
members, the Board of Directors shall comprehensively consider the following factors: the balance of knowledge, experience,and capabilities of the entire management team and the Board of Directors, ability to make accurate and prompt decisions,
reputations in the Company and their capability in complying with laws and corporate ethics.
Candidates for Audit & Supervisory Board members are nominated considering various factors comprehensively so as to ensure
the right person in the right place, procuring the balance of diversity of perspectives regarding business management such as
knowledge of finance, accounting, legal affairs, and other knowledge about the Company’s business.

If senior officers or candidates for directors are found to have committed fraudulent acts or seriously violated laws and regulationsor the Articles of Incorporation, we will take procedures for their dismissal.

・Procedures
The candidates are nominated by a resolution of the Board of Directors based on a recommendation of an Executive Appointment
Committee (established in 2019) of which a majority of members are outside directors, and then are finally appointed by aresolution of the General Meeting of Shareholders.
In March 2020, the chairperson of the committee was changed from internal director to an outside director to enhancetransparency and fairness further.

〔Principle 3-1 (v) Explanations with respect to the individual appointments/dismissals and nominations based on (iv)〕
The career history and the reasons for the selection of candidates for director and of Audit & Supervisory Board member are
posted on the website (https://www.toyoda-gosei.com/) of the Company for the General Meeting of Shareholders.

〔Supplementary Principle 3-1③〕Please see the Sustainability section on Toyoda Gosei’s website (https://www.toyoda-gosei.com/) for more on our thoughts andefforts with regard to sustainability. We have identified important areas where we can contribute to solving social issues asmateriality. Based on these, we have organized strategies for effectively allocating management resources, including humancapital and intellectual capital, and leveraging competitive advantages. In August 2023, we have also formulated the 2030
Business Plan (medium- to long-term management plan), which includes content regarding reorganization of our businessportfolio. For details on our investment in human capital, please see Supplementary Principle 2-4 ①. About investment in
intellectual capital, we proceed with our efforts using the IP landscape, and then we analyze our position and continue to link tointangible asset formation in existing businesses and the creation of new businesses. (https://www.toyodagosei.com/csr/governance/chizai/).
In responding to climate change, we identified risks and opportunities, including those associated with resource depletion, inagreement with and based on the guidelines of the TCFD in May 2019. We consider responding to this to be an important businesschallenge, and we are strengthening our efforts from a global perspective. For details, please see the Sustainability section of the5[Translation]
Toyoda Gosei website (https://www.toyoda-gosei.com/) and our securities reports.
In May 2022, we have formulated the “Toyoda Gosei Group Human Rights Policy” to further accelerate human rights initiatives.
We will continue to promote such efforts in the future. For details, please refer to the “Social –Employee Relations” page on our
website (https://www.toyoda-gosei.com/csr/social/report2/).

〔Principle 4-1 Roles and Responsibilities of the Board of Directors (1)〕〔Supplementary Principle 4-1 ①〕
The Board of Directors has established the “Board of Directors Rules” and other internal regulations, which clarifies matters thatshould be judged and decided by the Board of Directors and the matters that should be judged and decided by the management
members of the Company.
With regard to matters other than certain the execution of important operations, authorities may be delegated to the management
members of the Company depending on the amount and nature of the relevant transaction.

〔Principle 4-9 Independence Standards and Qualification for Independent Directors〕
When selecting candidates for independent outside directors, the Board of Directors places great importance on their extensive
experience and high-level insight in the business management, in addition to the qualifications for outside directors required
under the Companies Act. Furthermore, we require the satisfaction of the qualifications required for an independent director (oran independent Audit & Supervisory Board member) stipulated by each stock exchange at which the stock of the Company islisted and absence of risks of conflict of interests with ordinary shareholders as conditions to be appointed as independent outside
directors.

〔Principle 4-10 Use of Optional Approach〕〔Supplementary Principle 4-10①〕
We have appointed five independent outside directors with deep experience and expertise in company management,
manufacturing, environment and energy, international business, government administration, advanced IT, DX, new businesscreation, human resources development, organizational management, and other areas. Decisions on appointment of director andsenior management (including succession plans) and compensation are made after deliberations and reports of the "Executive
Appointment Committee" and "Executive Compensation Committee", which are chaired by an independent outside director, withthe majority being independent outside directors in order to enhance independence and objectivity.

At the Executive

Appointment Committee, in recognition of the skills and circumstances necessary to achieve the management policy, considers
whether such appointments are in alignment with the management policy, and whether candidates are suitable based on theirpersonality, career, and the skills they possess. At the Executive Compensation Committee, the compensation levels, thebackground and thinking that led to those decisions are explained, and actively seeks the opinions of independent outside directors
on the appropriateness of those compensation levels.

〔Principle 4-11 Preconditions for Board and Audit & Supervisory Board Effectiveness〕〔Supplementary Principle 4-11①〕
・Philosophy with regard to overall balance, diversity, and scale

6

[Translation]

The Board is composed with consideration of mobility, expertise, and diversity.
Toyoda Gosei Board of Directors consists ten Directors and five Audit & Supervisory Board Members, for a total of 15 people.
The Board of Directors considers various factors comprehensively including the balance of expertise and the fields of specialtyof the Board members so as to cover the functions and business fields of the Company, the principle of “the right person in theright place” that is required for accurate and quick decision making as well as the diversity of the Board members.
We appoint independent outside directors with management experience and insight developed at other companies, and two of thedirectors and one of the Audit & Supervisory Board members is a woman. For details, please see II 1. “Relationship between
Directors and company (1) (2), relationship between Audit & Supervisory Board Members and company (1) (2).” The skill matrixof Toyoda Gosei directors and Audit & Supervisory Board members is described on the company website (https://www.toyodagosei.com/).
The current number of the directors (including outside directors) is ten, which we believe to be an appropriate size for accurate
and quick decision-making.

・Policy and procedures for appointment of directors
As described in Principle 3-1 (ⅳ).

〔Supplementary Principle 4-11②〕
Important concurrent positions held by each director and each Audit & Supervisory Board member including concurrent positions
at listed companies are disclosed in the Business Report and Reference Materials for the General Meeting of Shareholders. Please
see the company website (https://www.toyoda-gosei.com/).

〔Supplementary Principle 4-11③〕
To raise the effectiveness of the Board of Directors, we interview Board members every year. All eight directors and five Audit& Supervisory Board members were interviewed in FY2023 and their effectiveness was examined. As a result, it was reported
to the Board of Directors that improvement was seen in each item and that effectiveness was judged to have been achieved.

The “composition and size of the Board of Directors”, "active discussion and ease of speaking up" and “support for outside
directors” were particularly highly rated. “Discussions on medium- and long-term strategy” had been considered an issue, andthis year communication outside the Board of Directors was enhanced. Efforts were made to supplement the information given
to outside directors and outside audit & supervisory board members and deepen their understanding of the company’s current
status, issues, and strategies through advance explanations prior to outside board member liaison meetings and Board of Directors
meetings, site inspections and other means. As a result, it was assessed that they made higher level contributions to discussions
and decisions at Board of Directors Meetings.
Meanwhile, the opinion had been expressed that discussions of strategy needed to be enhanced, and so authority is being delegatedto the execution side. The topics for discussion at Board of Directors meetings are also more tightly focused, and time is ensured
for strategic, big-picture discussions. These and other efforts are being made the Board of Directors have a higher level of
effectiveness.

7

[Translation]〔Principle 4-14② Training policy for Directors and Audit & Supervisory Board Members〕
We appoint, as directors and Audit & Supervisory Board members, persons eligible to fulfill their duties and responsibilities(including legal liabilities) and familiar with the Company’s business, finance, and organization.

In addition, we provide

continuous training opportunities to them.
Directors attend lectures by internal and external instructors with content appropriate to the Companies Act and occasional
circumstances, and are provided opportunities to participate in external seminars. By providing such opportunities, we facilitate
the directors’ acquisition of necessary knowledge and understanding of their roles and responsibilities.
Audit & Supervisory Board members attend lectures by instructors from inside and outside the Company and are provided
opportunities to participate in external seminars. By providing such opportunities, we facilitate Audit & Supervisory Board
members’ acquisition of necessary knowledge and understanding of their roles and responsibilities.
As we believe it is important for outside directors to have a deep understanding of our company in making important decisions,
we arrange opportunities to visit each business location and suppliers and provide information related to each of our functions
and business areas.
To help Outside Audit & Supervisory Board Members obtain a deeper understanding of Status of Toyoda Gosei, we provide
opportunities for feedback on the content of audits performed by full-time auditors in each division of the company’s
Headquarters and in domestic and overseas subsidiaries. We also provide opportunities to training sessions, seminars by internaland external instructors, and inspect plants and subsidiaries.

〔Principle 5-1 Policy for Constructive Dialogue with Shareholders〕
The officer in charge of Corporate Strategy Headquarters oversee communications with shareholders and investors, and actively
respond through various initiatives including financial results briefings.
Related departments in the Company that support such communications, establish infrastructure for such communications underclose cooperation within the Company through planning of communication opportunities and sharing of relevant information in
the Company in order to realize constructive communications.
As measures for communications with shareholders, we hold financial results briefings for institutional investors and small
briefing sessions (small meetings), facility tours for institutional investors guided by the officer in charge, individual meetings
with institutional investors and ESG session. The president, the chief of corporate strategy headquarters, officers or persons
responsible from the finance and accounting departments, officers or persons responsible from related departments, and outside
directors participate depending on the purpose of the dialog. Based on the opinions and requests from shareholders and investors
gained through these opportunities, we will further enhance opportunities for dialogue.
Opinions and requests received through such dialog are reported to management in companywide meetings, while feedback isalso given and information shared with Outside Directors, Outside Audit & Supervisory Board Members and related departments.
As stated in our disclosure policy, during the “silent period” before the announcement of financial results, communications withshareholders and investors are restricted, and internal information is strictly managed. When the Company has any insider
information, the insider information is controlled and internal information is strictly managed.
https://www.toyoda-gosei.com/ir/disclosurepolicy/

8

[Translation][Action to Implement Management that is Conscious of Cost of Capital and Stock Price]
In August 2023, Toyoda Gosei prepared the 2030 Business Plan and updated our financial policy.
We endeavor to boost business growth through a balance of growth potential, soundness, and efficiency, and to increase corporate
value through efficient administration of businesses with attention paid to cost of capital.
① Achieve efficient balance sheet management
Introduction of TG-ROIC for 10% ROE (More efficient use of non-current assets and inventories), Reduction of crossshareholdings② Implement returns to shareholders that reflect capital efficiency
Steady and continuous dividend increases (Lowest target: DOE2.5%), Flexible acquisition of treasury shares③ Reduction of cost of equity
Proactive disclosure of financial and non-financial information, Diversification of shareholder base

Please see below for details.
・2030 Business Plan
Website(https://www.toyoda-gosei.com/kigyou/rinen/)・Integrated Report (Toyoda Gosei Report 2023)
Website(https://www.toyoda-gosei.com/csr/dl/)
・FY2023 financial results briefing materials
Website(https://www.toyoda-gosei.com/ir/document/presentation/)
In addition, we will analyze and evaluate the cost of capital, return on capital, and market valuation once a year at the Board of
Directors meeting in the future to promote improvements.

[Disclosure of Dialogue with Shareholders]
Toyoda Gosei discloses information in a timely, appropriate and fair manner, and actively engage in dialogue with shareholders
and investors to ensure that the opinions we receive are appropriately reflected in our corporate activities and lead to increased
corporate value.
The status of dialogue between shareholders/investors and management, etc. during the immediately preceding fiscal year is asfollows.
(1) Main respondents and means of dialogue with shareholders and investors
Please refer to Principle 5-1(2) Summary of shareholders and investors with whom we have had dialogue
Domestic and foreign institutional investors, Major shareholders, Analysts, Individual shareholders, etc.
(3) Main themes and concerns of the dialogue
Medium- to long-term strategy, Business Strategy (business axis, regional axis, customer axis, and electrification support),
Business portfolio improvement, ESG (business opportunities triggered by decarbonization, Relationship between management
strategy and human resource strategy, Issues identified and addressed by the Board of Directors, reduction of cross-shareholdings,
etc.)(4) Status of feedback of shareholders and investors’ opinions to management

9[Translation]
・Report at management meeting for each quarterly financial results and outside officer liaison meeting consisting of outside
directors and outside Audit & Supervisory Board members(5) Items incorporated based on dialogue
・Promote business portfolio improvement
・Review of financial policy (Management with attention paid to balance sheet, Efficient administration of businesses withattention paid to cost of capital(asset efficiency and capital efficiency), Strategically cash allocation, etc.)
・Reasons for skill selection in the skills matrix, Disclosure of definitions (Notice of general meeting of shareholders, Integrated
Report (Toyoda Gosei Report 2023))

10

[Translation]
2. Capital Structure
10% or more but less than 20%

Foreign Shareholding Ratio

Status of Major Shareholders [Updated]
Name or Company Name

Number of Shares Owned

Percentage (%)

Toyota Motor Corporation

55,459,486

43.65

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

10,598,000

8.34

Custody Bank of Japan, Ltd. (Trust account)

8,341,200

6.56

Sumitomo Mitsui Banking Corporation

4,207,802

3.31

Toyoda Gosei Employee Stock Ownership association

1,797,470

1.41

Nippon Life Insurance Company

1,592,615

1.25

BNYM AS AGT/CLTS 10 PERCENT

1,432,540

1.12

The Dai-ichi Life Insurance Company, Ltd.

1,381,890

1.08

Daiei Sangyo Kaisha, Ltd.

1,041,289

0.81

995,100

0.78

JUNIPER

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

None
None

Supplementary Explanation[Updated]• In the large shareholding report (change report) provided for public viewing dated Dec. 22, 2023, Sumitomo Mitsui DS AssetManagement Co., Ltd. and joint holder Sumitomo Mitsui Banking Corporation were reported as owning the respective shares
below as of Dec. 15, 2023. We were unable to confirm the real number of shares held by Sumitomo Mitsui DS Asset Management
Co., Ltd. as of March 31, 2024, and so it is not included in the status of the major shareholders mentioned above. The content ofthat large shareholding report (change report) is as follows.
• Individual or company name

Sumitomo Mitsui DS Asset Management Co., Ltd.

No. of share certificates, etc. held (thousand shares)

2,907

Share certificate ownership ratio (%)

2.28• Individual or company name

Sumitomo Mitsui Banking Corporation

No. of share certificates, etc. held (thousand shares)

4,207

Share certificate ownership ratio (%)

3.30

11

[Translation]
3. Corporate Attributes [Updated]
Listed Stock Exchange and Market Segment

Tokyo Stock Exchange: Prime Market
Nagoya Stock Exchange: Premier Market

Fiscal Year-End

MarchBusiness Sector

Transportation Equipment

Number of Employees (Consolidated) as of the Endof the Previous Fiscal YearNet Sales (Consolidated) for the Previous Fiscal Year
Number of Consolidated Subsidiaries as of the Endof the Previous Fiscal Year

4.

1,000 or more
¥1 trillion or more
50 or more but fewer than 100

Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling
Shareholder－

5. Other Special Circumstances which May have a Material Impact on Corporate Governance[Updated]
5-1. Listed affiliated company
Ashimori Industry Co., Ltd. is a "listed affiliated company" in which our company holds 28.6% of the voting rights (as of March
31, 2024). That company independently operates the manufacturing, sales and etc. of automotive safety parts (including seatbelts), Partem-related functional products and etc.
By leveraging each other's business assets and know-how, the company will strive to maximize synergies in development, design,
sales, procurement and production, deepen and accelerate collaboration, and increase the corporate value of the entire thecompany’s group.
The company also respect that company's construction and operation of a governance system as a listed company that takes intofull consideration the interests of all shareholders.

5-2. Other affiliated company
Toyota Motor Corporation is an "other affiliated company" that holds 43.7% of our voting rights (as of March 31, 2024).
The company's main business is the manufacture and sale of automotive parts in the polymer field of rubber and resin. Although
the proportion of sales to the Toyota Group is high, the company’s sell various automotive parts to the Group after conducting
own product development, production, and sales activities. In addition, the transaction price and terms are the same as those forother general transactions. There are no restrictions from Toyota Motor Corporation, such as approval requirements for businessactivities, and the company maintain a highly transparent governance system.
As a member of the Toyota Group, the company share the broad direction outlined in the Toyota Group Vision and will work
together with other Toyota Group companies to improve the company’s corporate value. The company will also strive to build abetter management structure while giving due consideration to the interests of all shareholders, including minority shareholders.

12[Translation]

II.

Business Management Organization and Other Corporate Governance Systems regarding
Decision-making, Execution of Business, and Oversight1.

Organizational Composition and Operation
Corporate Governance System

Company with Audit and Supervisory Board**Referred to as "Company with Kansayaku Board" in the Corporate Governance Code reference translation

Directors [Updated]
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

10 persons

Election of Outside Directors

ElectedNumber of Outside Directors

5 persons

Number of Independent Directors

5 personsOutside Directors’ Relationship with the Company (1) [Updated]

Name

Relationship with the Company*

Attributes

a

b

c

d

e

f

g

h

Mayumi Matsumoto

Academic

Takashi Wada

From another company

Masanori Furukawa

Other

Shigeki Maeda

Other

△

Makoto Aou

From another company

〇

i

j

k

△

*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 aclose relative of the director fell under the category in the past.)
a. Person who executes business for the Company or its subsidiary
b. Person who executes business for or a non-executive director of the Company's parent company
c. Person who executes business for a fellow subsidiaryd. Person/entity for which the Company is a major client or a person who executes business for said person/entity
e. Major client of the Company or a person who executes business for said clientf. Consultant, accounting expert, or legal expert who receives large amounts of cash or other assets from the Company in addition
to remuneration as a director/Audit and Supervisory Board Member
g. Major shareholder of the Company (in cases where the shareholder is a corporation, a person who executes business for the
corporation)h. Person who executes business for a client of the Company (excluding persons categorized as any of d, e, or f above) (applies
to director him/herself only)
i. Person who executes business for another company that holds cross-directorships/cross-auditorships with the Company (applies
to director him/herself only)
j. Person who executes business for an entity receiving donations from the Company (applies to director him/herself only)13

[Translation]
k.

Other

Outside Directors’ Relationship with the Company (2) [Updated]

Name
Mayumi

Designation as
Independent
Director○

Supplementary Explanation of
the Relationship

Reasons for Appointment
She holds experience working as－

Matsumotoa news anchor and researcher inthe broad fields of social issues,environment and energy. We
expect her to supervise themanagement of the Company andoffer

advice

based

on

her

extensive experience and highlevel insight.
The Company has designated herasan

independent

director

because the Company judges thatshe satisfies the requirement to be
an independent director and there
is no conflict of interest between
her and general shareholders.
Takashi Wada○

Althoughhean

He holds experience working inexecutive(Chairpersonandthe corporate management ofof

manufacturing

company

Sanken Electric Co., Ltd., twomany years. We

expect him to

years have passed since his

supervise the management of theretirement in June 2022. The

Company and offer advice based

Company has a transactionalon his extensive experience andrelationship,high-level insight.

Representative

servedas

Director)

althoughthefortransaction amount is 0.1% or

The Company has designated him

less of the Company’s net salesasand said company’s net sales,

because the Company judges that

respectively.

he satisfies the requirement to bean

independent

director

an independent director and there
is no conflict of interest between
him and general shareholders.
Masanori○

He holds experience of being－

Furukawa

engaged in local government and14

[Translation]municipal

administrationasCouncil Member of Tajimi City,
Assembly

Memberof

Gifu

Prefecture, and Mayer of Tajimi
City, across a total of nine terms
for 36 years. We expect him tosupervise the management of theCompany and offer advice basedon his extensive experience andhigh-level insight.
The Company has designated him
asan

independent

director

because the Company judges that
he satisfies the requirement to be
an independent director and there
is no conflict of interest between
him and general shareholders.
Shigeki Maeda○

The Company had entered into a

In addition to his excellent

part-time advisory agreement

international perspective basedwith him in 2023 to obtainon his many years of experiencegeneral management advice fromworking overseas in internationalanendeavors, and his extensive

independent

standpoint,

although the agreement was

networkwithterminated when he was electedagenciesandas a director of the Company atcommunity,

he

also

the Annual General Meeting ofexperienceinorganizational

Shareholders on June 14, 2024

operations

andmanagement(the amount of his compensation

throughout JETRO as Executiveis less than 7 million yen per

Director (executive officer). We

year). In addition, although

expect him to supervise thehemanagement of the Company andservedasanexecutive

the

holds

offer

four years have passed since his

extensive experience and high-retirement in July 2019. In thelevel insight. The Company has

fiscal year ended March 31,

designated him as an independent

2024,

has

director because the Company

research

judges that he satisfies theservices to that entity, althoughrequirement to be an independent

outsourced

Company
overseas

15

based

business(Executive Director) of JETRO,

theadvicegovernment

on

his

[Translation]
the transaction amount is lessdirector and there is no conflict ofthan 100 thousand yen.

interest between him and generalshareholders.

Makoto Aou○

In 2021, the Company entered

In addition to her experience as aninto a consulting agreement withentrepreneur and manager of a

LEO co., ltd., the company wherecutting-edge IT business, she

she serves as an executive

holds extensive experience in(Representative

human

Director

andresource

development

CEO), to obtain advice on DX

through corporate support thatand new businesses. However,includes new business creation,

the

of

DX, and diversity promotion. We

compensation over the past three

expect her to supervise theyears is 8 million yen or less per

management of the Company andyear. She also served as an

offer

executive

extensive experience and high-averageamount(Director)

at

Exa

advice

based

on

her

Intelligence, Inc., although threelevel insight.

years have passed since her

The Company has designated her

retirement in September 2020as(the said company’s name isbecause the Company judges thatcurrently ExaWizards Inc. due to

she satisfies the requirement to bea corporate reorganization). The

an independent director and there

Company and the said company

is no conflict of interest between

currently have a transactional

her and general shareholders.

relationship,

althoughthetransaction amount is 0.1% or
less

of

the

Company’s

consolidated net sales, and 0.5%
or less ofthe said company’s consolidated
net sales. She also served as an
executive (Director) at PasonaTech, Inc., although five years
have passed since her retirementin December 2018 (the said
company’s name is currently
Pasona Inc.rds Inc. due to a
corporate reorganization). The
Company and the said company

16anindependent

director[Translation]
currently have a transactional
relationship,

althoughthetransaction amount is 0.1% orless of the Company’s net sales
and said company’s net sales,
respectively.

Voluntary Establishment of Committee(s) equivalent toNomination Committee or Remuneration Committee

Established

Status of Voluntarily Established Committee(s), Attributes of Members Constituting the Committee and the Committee
Chairperson[Updated]
Committee’s
Name
Voluntarily
Established
Committee
Equivalent toNomination
Committee
Voluntarily
Established
Committee
Equivalent toRemuneration
Committee

All
Members

Full-timeMembers

InsideDirectors

OutsideDirectors

OutsideExperts

Other

Chairperson

7

0

2

5

0

0

Outside Director

7

0

2

5

0

0

Outside Director

Executive
Appointment
Committee
Executive
Compensation
Committee

Supplementary Explanation

Audit and Supervisory Board Member**Referred to as "kansayaku" in Corporate Governance Code reference translation
Establishment of Audit and Supervisory Board
Number of Audit and Supervisory Board Members
Stipulated in Articles of Incorporation
Number of Audit and Supervisory Board Members

Established
8 persons
5 persons

Cooperation among Audit and Supervisory Board Members, Accounting Auditors and Internal Audit Departments
Audit & Supervisory Board members, Internal Audit Department and accounting auditors have regular meetings on their audit
systems, audit policies, audit plans, implementation status, audit results, etc., and have contact, exchange opinions and share

17

[Translation]
information with each other so as to promote efficient and effective audits.

Appointment of Outside Audit and Supervisory
Board Members
Number of Outside Audit and Supervisory Board
Members
Number of Independent Audit and Supervisory
Board Members

Appointed

3 persons

2 personsOutside Audit and Supervisory Board Members' Relationship with the Company (1) [Updated]

Name

Attributes

Chika Kako

From another company

Hitoshi Kuwayama

LawyerMasahiko Yokoi

From another company

Relationship with the Company*
a

b

c

d

e

f

g

h

○

i

j

k

l

m

○

△

*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 for the Company or its subsidiaryb. A non-executive director or an accounting advisor of the Company or its subsidiaries
c. Person who executes business for or a non-executive director of the Company's parent company
d. An Audit and Supervisory Board Member of a parent company of the Company
e. Person who executes business for a fellow subsidiaryf. Person/entity for which the Company is a major client or a person who executes business for said person/entity
g. Major client of the Company or a person who executes business for said clienth. Consultant, accounting expert, or legal expert who receives large amounts of cash or other assets from the Company in addition
to remuneration as a director/ Audit and Supervisory Board Member
i. Major shareholder of the Company (in cases where the shareholder is a corporation, a person who executes business for the
corporation)j. Person who executes business for a client of the Company (excluding persons categorized as any of f, g, or h above) (applies
to the auditor him/herself only)
k. Person who executes business for another company that holds cross-directorships/cross-auditorships with the Company (applies
to the director/auditor him/herself only)
l. Person who executes business for an entity receiving donations from the Company (applies to the person him/herself only)
m. OtherOutside Audit and Supervisory Board Members' Relationship with the Company (2) [Updated]

Name

Chika Kako

Designation as
Independent
Audit andSupervisory
Board Member

Supplementary Explanation of
the Relationship

Reasons for Appointment

She holds experience mainly in－the vehicle development andmaterials development divisions

18

[Translation]of Toyota Motor Corporation, as
well

as

experiencewithmanagement of Toyota Motor
CorporationasaManaging

Officer.
The Company expects her toreflecthersuchextensive

experience and high-level insighton the audit of the Company.
Hitoshi○

The Company expects him to－

Kuwayama

reflect his extensive experienceand high-level insight as a lawyer
on the audit of the Company.
The Company has designated him
as an independent Audit &Supervisory

Board

memberbecause the Company judges that
he satisfies the requirement to bean

independent

Audit

&

Supervisory Board member andthere is no conflict of interest
betweenhim

andgeneralshareholders.
Masahiko
Yokoi○

Although Mr. Masahiko Yokoi

To

reflect

his

wealthserved as a business executive

experience and deep insight in(chairperson of the board) of

management in the auditing of

Nagoya Television Broadcasting

Toyoda Gosei.

Co., Ltd., but two years have

The Company has designated him

passed since his retirement inas an independent Audit &June 2022. The company has a

Supervisorybusiness relationship with thisbecause the Company judges thatcompany, but the transaction

he satisfies the requirement to beamount is less than 100 thousandan

yen per year.

Supervisory Board member andBoard

independentofmemberAudit&

there is no conflict of interest
betweenhim

shareholders.

19

and

general[Translation]

Matters Concerning Independent Directors and Independent Audit and Supervisory Board Members[Updated]
Number of Independent Directors and Independent

7 personsAudit and Supervisory Board Members

Other Matters Concerning Independent Directors and Independent Audit and Supervisory Board Members
All Outside Directors and Independent Audit & Supervisory Board Members who qualify as independent officers are designatedas independent officers.

Incentives
Implementation Status of Measures related toIncentives Granted to Directors

Compensation for Granting of Restricted Shares (Other)

Supplementary Explanation for Applicable Items
The policy of compensations for directors is as described in Chapter I-1【Disclosure based on the principles of the Corporate
Governance Code】 〔Principle 3-1 Effective Disclosure of Information〕 〔Principle 3-1（ⅲ） Policies and Procedures of
the Board in determining Compensations for Senior Officers and Directors〕of this Report. Compensation for Directors consistsof ‘Monthly Remuneration (Fixed Remuneration)’, ‘Cash Bonus (Short-term Incentive)’ and ‘Share-based Remuneration(Long-term Incentive)’. The standard allocation of Monthly Remuneration: Cash Bonus: Share-based Remuneration shall be inratio of approximately 70%:20%:10%.

Persons Eligible for Stock Options－

Supplementary Explanation for Applicable Items－

Director Remuneration
Status of Disclosure of Individual Director’s
Remuneration

No Disclosure for any Directors

Supplementary Explanation for Applicable Items
The total amount of compensations for directors is disclosed in the securities report.

20

[Translation]
Policy on Determining Remuneration Amounts andCalculation Methods

Established21

[Translation]

Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods
The policy of compensations for directors is as described in Chapter I-1【Disclosure based on the principles of the Corporate
Governance Code】 〔Principle 3-1 Effective Disclosure of Information〕 〔Principle 3-1（ⅲ） Policies and Procedures of
the Board in determining Compensations for Senior Officers and Directors〕of this Report

Support System for Outside Directors and/or Outside Audit and Supervisory Board Members
Explanations are given in advance to outside directors and outside Audit & Supervisory Board members regarding importantmatters in the Board of Directors.
Audit & Supervisory Board Department has been established as a dedicated organization to assist the execution of duties by Audit& Supervisory Board members.

22[Translation]
Status of Persons who have Retired as Representative Director and President, etc.
Information on Persons Holding Advisory Positions (Sodanyaku, Komon, etc.) after Retiring as Representative Director
and President, etc.

Name

Job title/
position

Terms and Conditions of
Employment(Full/part time, with/without
remuneration, etc.)

Responsibilities

Toru

Chairperson

upon request,

Koyamaof Toyoda

handover of history

Gosei Northand giving advice

full-time, with Remuneration

Date whenformer role aspresident/
CEO ended
June 15, 2023

Term
1 yearAmerica
Corporation,
Executive
Adviser to
ToyodaGosei

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

1 person

Other Related Matters• A person is asked to serve as executive adviser to Toyoda Gosei after a review by the Executive Appointment Committee anda decision by the Board of Directors.
• An executive adviser to Toyoda Gosei relates the history of Toyoda Gosei when he or she is consulted by officers of Toyoda
Gosei and Toyoda Gosei group companies. He also utilizes his experiences and human network from his tenure as a Toyoda Gosei
officer to give advice on Toyoda Gosei business.
• An executive adviser to Toyoda Gosei does not have the authority to engage in decision-making for the management of Toyoda
Gosei.

2.

Matters Concerning Functions of Business Execution, Auditing and Supervision, Nomination, andRemuneration Decisions (Overview of Current Corporate Governance System) [Updated]〔Overview of the Current Corporate Governance System and Reasons for Adopting the System〕
We have selected company with Audit & Supervisory Board and have established General Meeting of Shareholders, Board of
Directors, Audit & Supervisory Board, and accounting auditors as statutory bodies. We have also established and operated aninternal control system including internal audits.
The Board of Directors consists of ten Directors, and reports, deliberations and resolutions are made on matters stipulated by law
and important management matters at monthly meetings of the Board of Directors (or extraordinary meetings of the Board of
Directors when necessary). The Board of Directors deliberates from many different angles on the direction of management,23

[Translation]
including management and business strategies, then reports and discusses on progress after any necessary resolutions have been
passed. In such a way, the Board supervises from a number of different viewpoints on whether management strategies are being
executed appropriately. In addition to strengthening the Company’s internal control system and risk management system, in recent
years the Board of Directors has been working to achieve sustainable corporate growth amida chaotic business environment of political instability, worsening environmental problems, and COVID-19
pandemic.
A corporate officer system has also been introduced to speed up decision-making and business execution. In addition, a Chief
officer system has been introduced, which transfers some of the authority and responsibility of the President to Chief officers.
With this system, key functions will be managed globally beyond the framework of existing Business Headquarters and regional
headquarters to execute highly strategic operations and speed up management. For important management matters, a management
meeting is held each month, and functional meetings and various committees on key functions including technology, cost, andpersonnel are held as needed to make accurate management decisions. In addition, we promote activities regarding key
sustainability-related initiatives at the Sustainability Conference (held twice a year), chaired by the President and attended by all
directors, Audit & Supervisory Board members (including outside directors and Audit & Supervisory Board members), chief
officers and headquarters chiefs. In addition, we will establish an Important Matters Decision Meeting in June 2024 and transfer
some of the decision-making authority of the Board of Directors to the executive side, in order to enhance discussions at theBoard of Directors meetings on the direction of corporate strategy, business portfolio, and other matters.

The Audit & Supervisory Board consists of five Audit & Supervisory Board members. It holds regular meetings and performs
management monitoring functions through attendance at important meetings, including the meetings of the Board of Directors
and audits of each department and subsidiary of the Company, which, together with the accounting audit by outside independentaccounting auditors, enables the Company to secure an independent and fair audit system. Note that, appointment, dismissal andaudit compensation of Audit & Supervisory Board members and external accounting auditors, too, judging by following
discussion by the Audit & Supervisory Board.
The legality and efficiency of the decision-making and execution of duties of the Company is sufficiently secured based on these
institutional designs under which audit, supervision and business execution of the Company is efficiently coordinated andfunctioning so that the Company has adopted the current system.

〔Strengthening the Functions of Audit & Supervisory Board〕
In order to enhance the effectiveness of audits by Audit & Supervisory Board members, we have established auditing standards
for Audit & Supervisory Board members that stipulate basic matters related to audits, and audits are conducted based on thosestandards. Each Audit & Supervisory Board member conducts surveys and interviews with the Company and its subsidiaries inaccordance with the audit policy and audit plan established by Audit & Supervisory Board members, and actively participates inimportant meetings and various committees such as the meetings of the Board of Directors and management meetings, andperforms audits on the execution of duties of directors including audits of business reports from directors, inspection of important
documents such as approval documents, inspection of offices and subsidiaries of the Company from the perspective of ensuring
legality, ensuring appropriateness, protecting property and rights and prevention of loss.
In addition, a dedicated department that assists Audit & Supervisory Board members has been established so as to enables Audit

24

[Translation]& Supervisory Board members to perform audits more effectively.

〔Internal Audits〕
For internal audits, we have established an internal audit department consisting of ten members and conduct internal audits fromthe perspective of legality and rationality for all operations of the Company with the aim to achieve management goals andprevent fraud and errors based on internal audit plans reported at the Board of Directors Meeting of the Company at the beginningof the fiscal year. In addition, each functional department has established internal controls in accordance with their respectivefunctions, and internal audit activities by the internal audit department include monitoring the status of maintenance and operationof internal controls of each functional department.
The results of internal audit activities are reported to the President, the Board of Directors, the Audit & Supervisory Board, andInternal Control Comittee. In addition, the effectiveness of the internal audits is increased by giving recommendations for
improvements to audited departments based on the audit results, and confirming their improvement plans and results. Internal
audit plans are created through the exchange of opinions with Audit & Supervisory Board Members, and the status of internal
audit activities and audit results are reported to Audit & Supervisory Board members so as to share information as needed.
The Audit & Supervisory Board Members, the Internal Audit Department, and the Accounting Auditor hold regular meetings
regarding their respective audit systems, audit policies, audit plans, implementation status, audit results, etc., and contact eachother as necessary. In this way, these three parties exchange opinions and share information, and work together to promote
efficient and effective audits.

〔Limited Liability Agreement〕
So that directors and Audit & Supervisory Board members can perform their essential duties more smoothly, pursuant to theprovisions of Article 426, Paragraph 1 of the Companies Act, it is stipulated in the Articles of Incorporation that liability of
directors (including past directors) and Audit & Supervisory Board members (including past Audit & Supervisory Board
members) for damages of the Company under Article 423, Paragraph 1 of the Companies Act can be exempted within legal limits.
In addition, the Company, outside directors and outside Audit & Supervisory Board members have entered into a respective
contract that limits liability for damages under Article 423, Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph
1 of the Companies Act. The maximum amount of liability for damages under such contract is the amount specified in Article
425, Paragraph 1 of the same law.
The liability of a certain director or Audit & Supervisory Board member who has entered into a contract that limits the amountof liability for damages can be limited only in cases where there were no willful misconduct and gross negligence in the courseof performance of the execution of duties of such director or Audit & Supervisory Board member and it is deemed particularly
necessary to limit the amount of liability for damages

in consideration of the factual content that was the cause of the liability,

the circumstances of the execution of duties by such director or Audit & Supervisory Board member in question, and othercircumstances.

25

[Translation]
3. Reasons for Adoption of Current Corporate Governance System
As mentioned above, the Company has adopted the current system based on the recognition that the management supervisionsystem is fully prepared and functioning.

26

[Translation]

III.

Implementation of Measures for Shareholders and Other Stakeholders

1. Measures to Vitalize General Meeting of Shareholders and Facilitate Exercise of Voting Rights
Supplementary Explanation
The Company has traditionally sought to disclose and send the notice of
Early Posting of Notice of the General Meeting

convocation as early as possible while ensuring the accuracy of informationof Shareholders

included therein (the notice is sent prior to the legal deadline both provided
electronically and as a paper document).
Full consideration is given to the audit schedule of Audit & Supervisory Board

Scheduling of the General Meeting ofMembers and accounting auditors in deciding the date for the annual

Shareholders on a Non-Peak Day

shareholders’ meeting, and a date is set that avoids the dates when generalshareholders’ meetings are most or second most concentrated.

Electronic Exercise of Voting Rights

Voting rights may be exercised electronically, and an electronic voting rights
platform has been introduced.

Participation in a Platform for the Electronic

The Company participates in an electronic voting platform operated by ICJ,

Exercise of Voting Rights and Other Initiatives

Inc.

to Enhance Environment for Institutional
Investors to Exercise Voting Rights

2.

Provision of Notice (or Summary of Notice) of

The Company prepares English-language convocation notices and posts them

the General Meeting of Shareholders in English

on the electronic voting platform and the website of the Company.

Other

－

Status of IR-related Activities [Updated]
Supplementary Explanation

Formulation and Publication of Disclosure
Policies

Explanation by arepresentative
director or arepresentative
executive officer“The Disclosure Policy for Investors” are prepared andposted on the website of the Company
https://www.toyoda-gosei.com/ir/disclosurepolicy/
One online briefing session was held in FY2023, during

Regular Investor Briefings held for Individual

which business strategy, the company’s performance

Investors

trends and other matters were explained by General

Not HeldManager of Finance & Accounting Division.
The following activities are implemented as regularbriefings and similar activities:
Regular Investor Briefings held for Analysts
and Institutional Investors-Holding financial results briefings for institutional
investors in which the president or related officers provide
explanations four times a year;

27

Held

[Translation]-Holding small briefings (small meetings) in which thepresident and related officers provide explanations

attwice a year;-

Individual meetings with domestic and international

institutional investors are held directly or online eachquarter by departments involved in IR;- The Company holds respective business briefings,
facility tours, and technology exhibitions once each year
as IR events for institutional investors. During these
events, relevant officers explain the company’s businessstrategy, developed technology, and more;-Enabling IR interviews at overseas bases with twice ayear in FY2023;-A shareholder relations (SR) meeting is held once a year
for dialog on sustainability efforts, voting policy and othermatters;
The Company participates in IR events for overseas
Regular Investor Briefings held for Overseas

investors about two times a year.

Investors

IR interviews are conducted according to the requests ofinstitutional investors.
Financial results briefing materials, earnings summaries
and other performance information are posted on the
Toyoda Gosei website. The company’s operations,products, technologies, and our sustainability efforts andOnline Disclosure of IR Information

thinking are clearly presented.
On the website of the Company, movies of presentations
at financial results briefings are distributed andapplications for registration for the latest IR information
mail delivery service are received.
Financial Reporting Department which consists of 2

Establishment of Department and/or Placementof a Manager in Charge of IR

managers (One manager is full-time position) and 3 staff(full-time position) is established. The Company has
established the system under which other related
departments participates in IR activities as needed.

Other

28

Not Held

[Translation]
3.

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

We have formulated a Management Philosophy ((1) Good Corporate

Respect for the Position of Stakeholders

Citizenship, (2) Proper Business Operation, (3) Sustainable Growth, (4)Customer Satisfaction, (5) Conservation of Global Environment andResources, and (6) Respect for the individual) that embodies the Company
Creed “Boundless Creativity and Social Contribution,” and are striving toachieve sustainable growth and increase corporate value over the medium tolong term through proper collaboration with a wide range of stakeholders.

We have formulated the “Toyoda Gosei Group Charter for Business Ethics”
and “Toyoda Gosei Guidelines for Business Ethics” as a supplement to theManagement Philosophy, and we make efforts to appropriately collaborate withstakeholders and respect their interests through providing a guide on (a) ethicalstandards and values that should be shared and (b) specific action, from the five
perspectives of “Corporate Social Responsibility, Company-Employee
Relationships, Company Business Activity, Relationship with Society andPrivate Activity” and having all employees and group companies in Japan andoverseas comply with the said guide.
Implementation of Environmental Preservation

Through our business activities, we contribute to the creation of a better society

Activities and CSR Activities, etc.

and the realization of a sustainable world, and meet the expectations of ourcustomers, shareholders, employees, local communities and other stakeholders.
For details on the results of these efforts, please see our integrated report(ToyodaGosei

Report),availableonthecompany’s

website(https://www.toyoda-gosei.com/).
Formulation of Policies, etc. on Provision of

As a company that is trusted by society, we have a policy of proactive and fair

Information to Stakeholders

information disclosure and dialogue. “Toyoda Gosei Group Charter for
Business Ethics”(https://www.toyoda-gosei.com/csr/governance/compliance/charter/)
About our relationships with stakeholders, please refer to "Stakeholders
Relations."(https://www.toyoda-gosei.co.jp/csr/think/stakeholders/)

Other〔Promotion of Diversity〕
Toyoda Gosei’s management philosophy includes “establishing a vibrantcorporate culture through respect for individuality and the value of enhanced
teamwork.”
In our organizational culture we aim for a “polymeric organization” full ofdynamism. Individuals with unique characters and various values are like29

[Translation]
molecules that stimulate each other, increasing creativity through theoccurrence of chemical reactions and concentrating power through strong
chemical bonds. These same stimulations and reactions occur between teams,
groups, departments and associated companies, and also lead to the forming oflinks with other organizations, including partner companies, suppliers, clientsand customers. The result is higher creativity and productivity. Changing shape
freely and being able to communicate new value in accordance with changes
in the environment—This is the “polymeric organization” we imagine. To
prepare the ground for the type of organizational culture that is needed for this,we support employees’ well-being with self-fulfillment through “creation ofplaces where people can feel safe,” “creation of platforms where they candisplay their talents,” and “shining a light on each individual.” In addition toproviding educational opportunities for “specialized knowledge in the field of
rubber and plastics” and “the problem-solving methods and PDCA cycle” that
we have cultivated, we are also working to develop “digital humanresources”—people who will be responsible for promoting DX.
We hire and train a diverse workforce, including women, foreign nationals,
mid-career hires and people with disabilities. We are making efforts toinvigorate the company by developing an environment where all employees
have opportunities for fair and impartial training, assessment, and promotion,and each and every person can display their abilities and play an active role.
In creating a positive corporate culture, we analyze the results of regular
engagement surveys, organize issues at the companywide level and workplacelevel, and undertake systematic kaizen activities for each after labor andmanagement recognize the issues. To "create places where people feel safe","create platforms where they can display their talents", and "shine a light oneach individual", we provide education through the "Bright Workplace
Cheering Squad" (a textbook from the Ministry of Health, Labor and Welfare)for communication training for all managers and workplace leaders, as well as
for the purpose of educating employees.

We actively employ people with disabilities. Our “Employment Promotion
Committee for Persons with Disabilities” plays a central role in employment,
assignment, training, workplace retention and education.
By clarifying the jobs that persons with disabilities can engage in and hiring
and assigning them in a planned manner, 118 persons with disabilities were
hired in FY2023, for a hiring rate of 2.21% (as of April 1, 2024). With theGroup special provision a hiring rate of 2.7% (as of March 1, 2024) is achieved,30

[Translation]exceeding the target (statutory employment rate of 2.5%).
To promote greater involvement of senior employees, the retirement age wasraised from 60 to 65 on April 1, 2022. We seek to combine the wealth ofexperience, techniques, and skills of senior employees with the ideas andperspectives of young employees to create new value. For this we will continue
our efforts in the three areas of “raising motivation”, “improving health andphysical fitness”, and “developing workplace environments” to encourage
employees to keep working with vitality until the age of 65. Additionally,
through open recruitment of senior employees, we are working to further
expand the opportunities for them to play an active role, such as by supporting
suppliers where they can utilize their areas of expertise while drawing out theirmotivation.

〔Policies and Initiatives for Women’s Success〕
Efforts are being made in three key areas to promote the activity of women: (1)Training and support for the active roles of female employees, (2) Reforming
the attitudes and behaviors of superiors, and (3) Creating a workplace culture.
For example, “in supporting the development and success of female
employees,” we offer female employees who aspire to become leaders training
with the aim of behavioral modification to help them display leadership that istrue to themselves and to become the leader they want to be. In this and otherways we are intensifying efforts to provide back-up support for theirdeveloping leadership skills and success as leaders. In skilled labor
workplaces, we are developing manufacturing sites where people can performthe work regardless of sex or age by introducing modifications to minimize
heavy work, such as by rethinking high-load tasks with expanded use of
karakuri improvements and robots. This will encourage female employees toplay active roles. By adopting the concept of Femtech, we are working to createa workplace environment where women can work with peace of mind.
In efforts to "reform the attitudes and behavior of superiors," we are carryingout activities for the understanding of DE&I through lectures. At the same time,
we listen to the voices of female skilled workers in volunteer communication
activities and conduct exchanges of opinions that include male managers. In
this way, we are seeking to "create workplaces that are pleasant for women."
We will continue to promote activities to achieve the goals of having (1) at least
45 women in management positions and (2) at least 20% women among new
graduate hires (clerical positions: 50%, technical positions: 10% or more) by
2025.

31

[Translation]〔Support for Balancing Work and Family〕
In order to balance work and childcare, our workplace environment andchildcare leave system have been improved. This includes “Childcare Day” and“In-house Day Care for Holidays.” We also hold career building seminars

foremployees who have taken or plan to take childcare leave and spouses. In
addition, we are working to enhance systems such as short working hours andnursing care leave to support nursing care.

As a result of these efforts, we have certified as a “Childcare Support
Company” by the Ministry of Health, Labor and Welfare. Going forward, we
will continue to raise awareness in order to create work environments wherechildcare and nursing care support systems are easy to use, and will continue
to enhance support and measures.

32

[Translation]

IV. Matters Concerning the Internal Control System
1. Basic Views on Internal Control System and Status of Development [Updated]
The Company is striving to establish and operate a system which ensures the propriety of business activities of the Company
and the entire group companies through formulating a “Basic Policy on Development of Internal Controls System” inaccordance with the provisions of the Companies Act and deliberating important matters at meetings, checking the status ofbusiness execution, managing risks, ensuring compliance and establishing an internal control system including internal audits incompliance with the said basic policy.
The status of the operation and development of the internal control system is reviewed annually in the meetings of the Board of
Directors, and the internal control system is further improved and strengthened based on the status of operation.

・Basic Policy on Development of Internal Control System
1. Systems to ensure that the execution of duties by Members of the Board of Directors complies with relevant laws andregulations and the Articles of Incorporation(1) The Company shall thoroughly ensure that Members of the Board of Directors take actions in compliance with relevant laws
and regulations and the Articles of Incorporation through training on legal knowledge required for Members of the Board of
Directors.
(2) In the execution of duties by Members of the Board of Directors, decisions shall be made after comprehensive
considerations at the Board of Directors and cross-organizational meetings and committees. The items to be discussed at thosemeetings and committees shall be properly submitted as prescribed by relevant company rules.
(3) The Company shall establish a committee regarding corporate ethics to discuss and determine actions for complying with
relevant laws and regulations and corporate ethics.

2. Systems related to the retention and management of information pertaining to the execution of the duties by Members of theBoard of Directors
Information relating to the execution of duties by Members of the Board of Directors shall be properly retained and managed
by each responsible division based on relevant laws and regulations as well as applicable company rules.

3. Rules and other systems related to the management of risk of loss at the Company(1) Risks related to business and investment, and risks related to safety, quality, the environment, etc., shall be managed companywide at the Board of Directors and various cross-organizational meeting based on company rules, and appropriate decisions shallbe made with regards to comprehending and responding to those risks.
(2) Risks related to business and investment shall be managed properly for the area of responsibility of each business headquarters
chief. For risks related to safety, quality, the environment, etc., the division in charge of each function shall properly manage therisks for which it is responsible.
(3) The Company shall establish and operate guidelines regarding risk management for such as safety, quality, and environment.
(4) In preparation for the occurrence of disasters, the Company shall formulate business continuity plans and conduct disaster
drills. In addition, the Company shall attempt to diversify risks by such as effecting insurance if necessary.
(5) The Company shall timely and properly disclose information as well as work on ensuring the accuracy of financial reporting33

[Translation]by the Company through such as documenting a flow of funds and a system of management.

4. Systems to ensure that the execution of the duties by Members of the Board of Directors at the Company and its Subsidiaries
is performed efficiently(1) Members of the Board of Directors shall set management policy by maintaining an overview of the entire Toyoda Gosei
Group, consisting of the Company and the Subsidiaries, and provide direction and supervision for each business. Based on
medium and long term management policies and annual corporate policies, the Company shall embody policies at each level ofthe organization and perform consistent policy management.
(2) Based on corporate policies, Members of the Board of Directors shall direct and supervise Corporate Officers and conduct
swift and flexible decision making. Corporate Officers shall execute their duties with swiftness and flexibility based on the
direction and supervision by Members of the Board of Directors.
(3) The Company shall clarify authorities and responsibilities for executing duties by company rules, and duties and budgets shallbe executed based on such rules. Important matters shall be properly referred to the Board of Directors and relevant meetings andcommittees based on applicable referring standards.

5. Systems to ensure that the execution of the duties by the Company's employees and by the Subsidiaries' directors and employees
complies with relevant laws and regulations and the Articles of Incorporation(1) The Company shall clarify allocation of duties and approval authorities for managerial positions at each organization, establish
compliance action guidelines such as charter for business ethics and guide for business ethics, and ensure dissemination to all
employees through stratified education programs.
(2) Divisions in charge of each function at the Company shall establish and expand company rules and manuals for responsiblefunctions, and ensure effectiveness by such as inspection. In addition, internal audit divisions at the Company shall check thestatus of implementation on a regular basis.
(3) The Company shall establish organizations responsible for compliance and attempt to foster consciousness of complianceamong the Company through providing information on complying with relevant laws and regulations.
(4) The Company shall establish internal and external consulting hotlines for compliance, grasp information promptly, and attempt
to develop a solution.

6. Systems to enable the Company to receive reports of matters regarding the execution of duties by the Subsidiaries' directors
and others.
The Company shall attempt to create healthy environment of internal control at the Company and the Subsidiaries through sharing
the management philosophy with the Subsidiaries and establishing the Toyoda Gosei Group Charter for Business Ethics, which
is a common code of conduct, and expanding it to the Subsidiaries. The Company shall dispatch part-time Directors and parttime Audit & Supervisory Board Members to the important Subsidiaries and monitor and restrain the execution of duties by theSubsidiaries. The Company shall establish divisions in charge of managing the Subsidiaries, and confirm that the business of theSubsidiaries is appropriate through exchange of information regularly and as needed with the Subsidiaries.
1) Systems to enable the Company to receive reports of matters regarding the execution of duties by the Subsidiaries' directors
and others34

[Translation]
The Company shall require the Subsidiaries to establish and operate a prior approval and report system based on the Company’s
manuals. Important matters at the Subsidiaries shall be properly referred to the Company's Board of Directors and relevant
meetings and committees based on applicable referral standards.
2) Rules and other systems related to management of the risk of loss at the Subsidiaries
The Company shall require the Subsidiaries to establish and properly manage a system to promote clarification and activities
for risks related to business and investments and risks related to safety, quality, the environment, etc. The Subsidiaries shall also
be required to establish crisis management and business continuation plans. Moreover, they shall be required to conduct activities
to ensure the accuracy of financial reporting, such as documenting the flow of funds and system of management.
3) Systems to ensure that the execution of the duties by Members of the Board of Directors at the Subsidiaries is performed
efficiently
The Company shall require the Subsidiaries to incorporate policies at each level of the organization and perform consistentpolicy management based on the Company’s medium- and long-term management policies and annual corporate policies. The
Subsidiaries shall also be required to clarify authority and responsibilities for executing duties by the company rules, and execute
duties and budgets based on them. They shall be required to implement these policies properly and carry out conduct the businessefficiently.
4) Systems to ensure that the execution of the duties by the Subsidiaries' directors and employees complies with relevant laws
and regulations and the Articles of Incorporation
The Company shall require the Subsidiaries to clarify allocation of duties and approval authorities for managerial positions at
each organization, establish compliance action guidelines such as guide for business ethics in accordance with the Toyoda Gosei
Group Charter for Business Ethics distributed by the Company, and ensure dissemination to all employees through stratified
education programs. The Company shall also require the Subsidiaries and the divisions in charge of the business to establish andexpand the necessary company rules and manuals, and ensure effectiveness by such as inspection. Moreover, the Subsidiaries
shall be required to establish an internal or external consulting hotline for compliance to grasp information promptly, and attempt
to develop a solution.

7. Matters regarding employees who assist the duties of Audit & Supervisory Board Members in case where Audit & Supervisory
Board Members request assignment of such employees
The Company shall appoint employees who assist the duties of Audit & Supervisory Board Members at the necessary number
through discussion with full-time Audit & Supervisory Board Members. In addition, the employees who assist the duties of Audit& Supervisory Board Members shall support necessary investigations by following the instructions from Audit & Supervisory
Board Members.

8. Matters regarding the independence of the employees described in Item 7 from Members of the Board of Directors
Employees who assist the duties of Audit & Supervisory Board Members shall belong to a dedicated department establishedunder Audit & Supervisory Board Members. Personnel affairs (such as reassignment, evaluation, and other treatments) of those
employees shall be determined through discussion with full-time Audit & Supervisory Board Members.

9. Matters related to ensuring the effectiveness of instructions from Audit & Supervisory Board Members to the employees

35[Translation]
described in Item 7
Employees who assist the duties of Audit & Supervisory Board Members shall not be ordered by Members of the Board of
Directors, Corporate Officers, and other employees.

10. Systems for Members of the Board of Directors of the Company and its Subsidiaries to report to Audit & Supervisory Board
Members, and systems regarding other reports to Audit & Supervisory Board Members(1) Members of the Board of Directors shall timely and properly report to Audit & Supervisory Board Members regarding theexecution of major duties through responsible divisions, and immediately report to Audit & Supervisory Board Members when
detecting any facts likely to cause substantial detriment to the Company and the Subsidiaries.
(2) Directors and employees at the Company and the Subsidiaries shall report on business operations when requested by Audit &Supervisory Board Members, on a regular basis or whenever necessary.

11. Systems to ensure that a person who has made a report to Audit & Supervisory Board Members will not receive unfair
treatment due to making the said report(1) The Company shall ensure that Members of the Board of Directors, Corporate Officers, employees who have made a report
to Audit & Supervisory Board Members will not receive unfair treatment due to making the said report.
(2) The Company shall ensure that Directors and employees of the Subsidiaries who have made a report to Audit & Supervisory
Board Members will not receive unfair treatment due to making the said report, and shall disseminate that effect to Directors andemployees of the Subsidiaries.

12. Matters regarding policies on processing prepayment or redemption of expenses arising from executing the duties by Audit& Supervisory Board Members, and on processing expenses or debt arising from executing other relevant duties(1) The Company shall bear expenses arising from executing the duties of Audit & Supervisory Board Members at their request.
(2) The Company shall enable Audit & Supervisory Board Members to consult certified public accountants, lawyers, and others,
and shall bear the consulting expenses.

13. Other systems to ensure that audits by Audit & Supervisory Board Members are conducted effectively(1) The Company shall ensure the attendance of Audit & Supervisory Board Members to major meetings and committees, andsecure opportunities for accessing to important documents.
(2) The Company shall secure a system that Audit & Supervisory Board Members exchange opinions with Representative
Directors, Accounting Auditors, and internal audit divisions on a regular basis.
(3) Internal audit division and divisions in charge of each function shall conduct audits of the Company and the Subsidiaries bycollaborating with Audit & Supervisory Board Members if necessary, and report the results to Audit & Supervisory Board
Members. In addition, those divisions shall support investigations by Audit & Supervisory Board Members when necessary.

・Summary of the status of operation(1) Overall internal control system
The Company is striving to establish and operate a system which ensures the propriety of business activities of the Company and36

[Translation]
the entire group companies through formulating a “Basic Policy on Development of Internal Controls System” in accordancewith the provisions of the Companies Act and deliberating important matters at various meetings, establishing and operating
related rules and procedures

ensuring thorough compliance, managing risks and establishing an internal control system

including internal audits in compliance with the said basic policy. Through its operations, the Committee seeks to enhance internal
control systems. We provide training on legal compliance to Directors and Corporate Officers as appropriate.
The status of the operation and development of the internal control system is reviewed annually in the meetings of the Board of
Directors, and the internal control system is further improved and strengthened based on the status of operation.

(2) Compliance system
Compliance is ensured throughout the Company and its group companies in accordance with the “Toyoda Gosei Group Charterfor Business Ethics”, which is a common code of conduct for the entire group companies, and each company's own action
guidelines.
The Company's specific policies and activity plans are deliberated and decided by the Compliance Subcommittee in Internal
Control Committee, chaired by the president, and distributed to all internal departments and domestic and overseas subsidiaries.
Of particular note, in FY2023, people conducted general inspections of relevant laws in their own department and sought toreinforce thorough compliance in all departments in the company. Together with this, a new Regulatory Management Department
was established in June 2023 to further enhance systems for legal compliance. We strive to ensure full legal compliance andestablish corporate ethics. In addition, we have set up compliance consultation desks inside and outside the Company to findproblems and take remedial actions promptly.

(3) Risk management system
In order to prevent an accident that have a significant impact on management, and to minimize damage in the event of occurrenceof the accident, the Company established a “Risk Management Subcommittee” in 2019, which together with its regular operations,monitors risks in each function at various meetings across the organization and makes decisions about how to respond.
For various risks related to safety, quality, and the environment, each department in charge establishes rules and procedures, andconducts appropriate management such as implementing measures after evaluating the status of operation as necessary. In
addition, we have established a “Crisis Management Response Guide” that summarizes basic matters related to risks, clearly
describes what to do to prevent possible risks and take appropriate and prompt actions in the event of an emergency. Risks related
to business and investment shall be managed company-wide at the Board of Directors and various cross-organizational meeting
based on company rules, and appropriate decisions shall be made with regards to comprehending and responding to those risks.

(4) Management of the entire group companies
In order to create a sound internal control environment for group companies, we share the “Toyoda Gosei Management
Philosophy” with group companies and have established a common code of conduct, the “Toyoda Gosei Group Charter for
Business Ethics.”
While respecting the management autonomy of subsidiaries, we regularly receive business reports and confirm theappropriateness and legality of the operations of subsidiaries through pre-approval and reporting systems. In addition, part-time
directors and part-time Audit & Supervisory Board members are dispatched to important subsidiaries of the Company to monitor

37

[Translation]and check the business execution of such subsidiaries. In FY2023, the importance of internal control was again emphasized at a
Global Summit (November 2023) where Toyoda Gosei Group leaders gathered. To raise the level of internal audits globally, andthe Toyoda Gosei Audit Division conducted meetings on internal audits with overseas regional headquarters in which they shared
information, conducted mutual studies, and offered support.

(5) Performance of duties by directors
Based on the “Rules of Board of Directors”, a meeting of the Board of Directors is held every month and on an ad hoc basis. The
Board of Directors makes decisions flexibly with a small number of people. Audit & Supervisory Board members also attend
meetings of the Board of Directors. In addition, we have adopted a corporate officer system, and corporate officers flexibly
execute their duties by providing resolutions of the Board of Directors to corporate officers at monthly management meetings. In
FY2023, the 2030 Business Plan was adopted at a Board of Directors Meeting and announced publicly (August 2023). The
President of Toyoda Gosei met directly with major subsidiaries in Japan and overseas to explain the Business Plan and familiarize
them with it. At a Global Summit, business, regional, and functional strategies were discussed to ensure that everyone is alignedin their activities.

(6) Performance of duties by Audit & Supervisory Board member
The Audit & Supervisory Board members attend major board meetings in addition to meetings of the Board of Directors, andaudit and supervise the execution of duties by directors. In addition, the internal audit department (Audit Division) and accounting
auditors exchange information closely and cooperate. To improve the independence and effectiveness of audits by Audit &Supervisory Board members and to facilitate audit work, an Audit & Supervisory Board Department has been established directly
under the Audit & Supervisory Board to assist in the execution of duties by Audit & Supervisory Board members.

2. Basic Views on Measures for Eliminating Anti-Social Forces and Status of Development
The Company has established the “Toyoda Gosei Guidelines for Business Ethics” as a guideline for all people working at theCompany in which “Elimination of Anti-Social Force” is stipulated and the Company implement policies on eliminating antisocial force.

・Basic policy on eliminating anti-social forces
We draw a sharp and resolute line with respect to the anti-social forces that pose a threat to the order and safety of civil society,and we will never involve ourselves with such forces for any motivation or reasons.

・Status of developments to eliminate anti-social forces(1) Establishment of a general response department and a person responsible for preventing illicit requests
A general response department has been established in the headquarters of the Company. At the same time, we are developing acompany-wide system to decide on a person who is responsible for dealing with such anti-social forces at each location.
(2) Cooperation with external specialized institutions

38

[Translation]
We exchange information on a regular basis with the police headquarters and the relevant police stations, and participate in liaison
meetings organized by the authorities.
(3) Status of collecting and managing information on anti-social forces
In cooperation with external specialist organizations and experts, the latest information on anti-social forces is collected andmanaged by the corresponding department, and used for alerting the Company as necessary.
(4) Preparation of Manual
A collection of case studies on how to deal with unreasonable requests and behaviors is prepared and distributed to eachdepartment in the Company.
(5) Implementation status of training activities
a. Information on anti-social forces is provided through the intranet of the Company.
b. We are promoting various educational activities to prevent damages, such as having employees attend classes and seminars
on eliminating anti-social forces offered by external specialized organizations.

39

[Translation]

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

Not Adopted

Supplementary Explanation for Applicable Items－

2. Other Matters Concerning the Corporate Governance System
The Company has established the “Toyoda Gosei Guidelines for Business Ethics” as behavioral guidelines for all people working
in the company. It includes actively and impartially providing corporate information to a wide range of stakeholders as a basic
way of thinking, and we practice it.

・Overview of the Timely Disclosure System
1) The Company has established the “Rules for Timely Disclosure of Company Information” that provide for (a) the managementof information concerning the Company and its subsidiaries and (b) the internal rules for organization and procedures for timely
disclosure.
2) In accordance with internal rules, the department in charge of timely disclosure (General Administration Division) collects
information through reports from departments in charge of the management of information subject to timely disclosure or bychecking the materials of management meetings and the Board of Directors.
3) The department in charge of timely disclosure and the person responsible for timely disclosure (Chief of General
Administration and Human Resources Headquarters) determines, based on the applicable laws and regulations, guidelines, etc.
including Stock Exchange Rules and Financial Instruments and Exchange Act, whether disclosure of information is necessary.
4) When disclosure of information is determined by the said department and person, information is disclosed in a timely manner
after report to the president and full-time Audit & Supervisory Board members.

40[Translation][Notes of caution]
This document has been translated from the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the original
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or
any other forms of damages arising from the translation.

END

41