Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy
between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility forthis translation or for direct, indirect or any other forms of damages arising from the translation.

Corporate Governance
FUJITEC CO., LTD.

CORPORATE GOVERNANCE

Last Updated: July 2, 2024
FUJITEC CO., LTD.
Masayoshi Harada , Representative Director, President and CEO
Contact: Kosuke Sato, Director and Senior Managing Executive Officer, General Manager of Finance HQ
TEL: +81-72-622-8151
Securities Code: 6406
https://www.fujitec.com/
This document provides an overview of Fujitec Co., Ltd. corporate governance.

I. Corporate Governance Philosophy, Capital Structure, Corporate Attributes, Other Basic Information
1. Basic Concepts
Our Management Philosophy reads, “Respecting people, technologies and products, we collaborate with people from nations around the world to develop
beautiful and functional cities that meet the needs of a new age.” We understand that it is essential we maintain relationships of trust with our stakeholders
to carry out this mission. To secure positive appraisals of the Fujitec Group, meet the expectations of our stakeholders, and strengthen relationships of trust,
we strive to build and maintain a corporate governance structure that ensures sound and transparent group management.

【Reasons for not implementing the principles in the Corporate Governance Code】
The Company has implemented all principles described in the June 2021 revision of the Corporate Governance Code.

【Disclosure based on corresponding principles in the Corporate Governance Code】 Updated
1. The Company has formulated a basic policy on corporate governance based on the principles of the Corporate Governance Code. We published this basic
policy on our corporate website (*1). Refer to Basic Policy for matters requiring disclosure based on the following principles (*2).
*1 (Corporate Governance Guidelines) https://www.fujitec.com/ir/business_policy/governance*2 [Principle 1-7], [Principle 2-6], and [Principle 3-1] (iii), (iv), and [Supplemental Principle 4-1-1], [Supplemental Principle 4-11-1], and [Supplemental Principle
4-14-2].
2. The matters requiring disclosure based on each principle are as follows.
【Principle 1-4】
(1) When the Board of Directors reasonably determines that the acquisition and holding of shares issued by business partners, etc., will maintain andstrengthen business relationships with such business partners, etc., and contribute to the sustainable growth and improvement of the medium- to longterm corporate value of the Company, the Company shall acquire and hold such shares.
(2) With respect to the shares held by the Company in accordance with the provision set forth in paragraph 1 hereof (the “Cross-Shareholdings”), theBoard of Directors shall review and determine whether the Company continues to hold or reduces by disposition all or part of the Cross-Shareholdings
through detailed examination of the advantages, risks, balance with capital costs, etc. associated with the holding of the Cross-Shareholdings, which isperiodically conducted every year.
(3) The Company shall review and determine whether or not it exercises its voting rights as to the Cross-Shareholdings by taking into account thecompliance with the provision set forth in paragraph 1 hereof and the contribution to the soundness in the management, sustainable growth andimprovement of the corporate value of a company issuing shares, as well as considering and reviewing the contribution to the improvement of thecorporate value and the mid-to long-term interests of the Company.
【Supplementary Principle 2-4-1】(1) Approach and voluntary and measurable goals for ensuring diversity in the appointment of women, non-Japanese nationals, and mid-career hires tomanagement positions
While the Company has traditionally hired field engineers and other personnel regardless of gender or nationality, we pursue the further hiring of women,
non-Japanese nationals, and career hires (mid-career hires) to accelerate global business development by leveraging the diversity of our human resources
as a source of organizational strength. We promote career hires to management positions based on a comprehensive evaluation of experience, skills, andachievements. As of March 2024, the ratio of career hires to management positions was 19%, and we continue to promote career hires to increase thisratio. At the same time, the ratio of female and non-Japanese national employees in management positions was 1% as of March 2024. Additionally, there
were no non-Japanese national employees in management positions. For the time being, we intend to strengthen human resources development and ourinternal environment with the goal of achieving a greater ratio and number of persons in said positions compared with the previous year.
(2) Human resources development, internal environment improvement policies and implementation status related to ensuring diversity① Human resources development and internal environment improvement policy
・We strive to create an environment that accelerates the development of value systems that foster open-mindedness and energetic action, as well as
attitudes that value diversity, encouraging employees to reach new levels of growth so as to serve as the foundation for new stages of Fujitec global
growth.
② Implementation status
・We engage in ongoing global business leader development programs and various practical training programs for field engineers, as we have done in
the past. We also intend to develop globally oriented management personnel and highly expert engineers by assigning increasing levels of
responsibility.
・We offer various work systems, including flexible work hours (no core hours), paid leave on an hourly basis, childcare and nursing care leave, andshortened working hours. In addition, we endeavor to create environments that facilitate flexible work styles. These efforts include expanding theavailability of remote work through the development of IT environments and allowing employees to report to and return home from work sites

1directly. In this way, we encourage active communications not restricted by location or time, which we believe will lead to even stronger
organizational capabilities.
・We increase opportunities for cross-border exchange, including the Global Field Engineering Skill Competition, which brings together employees
from more than 10 countries. At the same time, we will continue to recruit, train, and promote non-Japanese national engineers in our Japaneseorganization.
・Given that roughly one-second of new hires are career hires, we will continue to increase the hiring of employees with diverse experience.
【Principle 3-1】(i) The Company has established and published our Management Philosophy. We have also formulated and published a medium-term management plan.
Refer to the following URL for details.
(Management Philosophy) https://www.fujitec.com/corporate(Medium-Term Management Plan) https://www.fujitec.com/ir/business_policy/plan(ii) Refer to I. 1. Basic Concepts in this report for more information on the Fujitec Group basic stance to corporate governance.
(ⅴ) The following describes reasons for Appointment as candidates" for directors proposed for election at the 77th Ordinary General Meeting of
Shareholders. Refer to II. 1. Matters Related to Institutional Structure and Organizational Operations in this report for information on outside directors
and outside members of the Audit and Supervisory Board.
(Directors)
Masayoshi Harada
In his first year as president, he demonstrated exceptional leadership in minimizing internal and external turmoil amidst the total turnover of internal
directors, and he achieved the results expected of him, including the penetration of price increases commensurate with cost increases. We are certain that
his strong will and years of sales experience are reflected in his performance, and we believe that he is irreplaceable as the driving engine of our new
medium-term management plan.
Takashige Nakajima
In his first year in the role of COO, he has achieved results that have contributed significantly to improving our business performance without causing
any major quality or delivery problems, and has achieved the normalization of the supply chain, which was in turmoil the year before last. Considering
the fact that he has been steadily laying the groundwork for the introduction of new-generation products, although it will be a while before it can bear
fruit, we have determined that he is the most suitable person to oversee field operations and keep a close eye on the progress of our new mid-term
management plan.
Kosuke Sato
In his first year as CFO, he has been successful in promoting reforms from a medium- to long-term perspective by launching a series of measures tostrengthen our internal infrastructure, which are inevitable, and at the same time, he has demonstrated leadership in the process of formulating the new
med-term management plan and a track record of coordinating the company. Considering the fact that he has been steadily laying the groundwork for the
integration of our overseas entities, which has been a longstanding issue for us, we have determined that he is indispensable to the implementation of the
new med-term management plan.
【Supplementary Principle 3-1-3】
Fujitec engages with ESG and the SDGs as important issues. We disclose important sustainability issues based on our Management Philosophy(materialities), the value creation process, and our sustainability policy in our Integrated Report. With regard to sustainability initiatives, we are working
to implement our sustainability policy and materialities, striving to develop beautiful and functional cities that meet the needs of a new age, as we state in
our Management Philosophy. We invest in human capital and intellectual property from a long-term perspective, identifying specific matters to address asmaterialities. The Sustainability Committee, chaired by the president of the Company, oversees the progress of materialities from the perspective ofsociety toward sustainable corporate growth and deliberates governance systems. We also disclose relevant information on a proactive basis.
We communicate our medium- to long-term strategies to enhance corporate value and our contribution to the sustainable development of society arecommunicated to our stakeholders in our Integrated Report.
In terms of scenario analysis of risks and opportunities related to climate change and other initiatives, we expressed support for the recommendations of the Task
Force on Climate-related Financial Disclosure (TCFD). We also conducted risk and opportunity analyses related to climate change based on the TCFD
framework, and implemented other related measures. The Fujitec Group discloses Scope 1, Scope 2, and Scope 3 (Japan only) greenhouse gas emissions. We
also plan to calculate overseas Scope 3 GHG emissions going forward.
Furthermore, our new medium-term management plan Move On 5 calls for a 46% reduction in GHG emissions by fiscal 2030, compared to fiscal 2019 Scope 1
and 2 emissions. We are committed to engaging in activities aimed at achieving this goal. Refer to the following URL for details of our new medium-term
management plan Move On 5 and specific initiatives related to sustainability. Refer to the following URL for more details on the Integrated Report.
(Medium-Term Management Plan) https://www.fujitec.com/ir/business_policy/plan(Sustainability) https://www.fujitec.com/sustainability(Integrated Report 2023) https://www.fujitec.com/common/fjhp/doc/top_global/document/irarchive/3355/Fujitec_Integrated%20report2023＿E.pdf【Principle 4-8】
The Company appoints a majority of independent outside directors to the board of directors (six directors, consisting of Directors Umino, Gessner,
Graninger, Shimada, Black and Ohara).
【Principle 4-9】
The criteria for determining the independence of the Company's independent outside directors are as described in Criteria for Appointment of
Independent Directors under II. Relationships with Independent Directors 1. Criteria for Appointment of Independent Directors in our annual securities
report【Supplementary Principle 4-10-1】
Refer to Status of establishment of voluntary committees, membership, and attributes of committee chairpersons (chairmen) and Supplementary
explanations in II. Administrative Organizational Structure Covering Decision-Making, Execution, and Supervision in Management Activities, and Other
Corporate Governance Systems
1. Matters Related to Institutional Structure and Organizational Operations in this report.

2

【Supplementary Principle 4-11-1】
Refer to I. Corporate Governance Philosophy, Capital Structure, Corporate Attributes, Other Basic Information 1. Basic policy [disclosure based oncorresponding principles in the Corporate Governance Code] 1. Basic policy in this report. The skills matrix listing the expertise, etc. of each director isprovided in Reference Materials for the General Meeting of Shareholders in the Notice of Convocation of the General Meeting of Shareholders.
(Annual Meeting of Shareholders)
https://www.fujitec.com/ir/stockholder【Supplementary Principle 4-11-2】
The status of concurrent positions held by Company directors and members of the Audit and Supervisory Board at other publicly traded companies isdisclosed annually through the “Business Report" and "Reference Materials for the General Meeting of Shareholders" in the “Notice of Convocation of
the General Meeting of Shareholders”, and the “Annual Securities Report”.
【Supplementary Principle 4-11-3】
Our board of directors assessed the effectiveness of the board in fiscal 2023 in accordance with the Corporate Governance Guidelines. A summary of theresults is as follows.
(Summary of the evaluation)
We conducted the Effectiveness Evaluation Questionnaire 2023 to all directors with questions in four categories: "Operation of BOD", "Composition and
Ability of BOD", "Activities of BOD" and "Overall Evaluation. The following is a summary of the evaluation for each category.
While the majority of respondents were generally satisfied with the "Operation of BOD", there were some issues regarding the quality of information
provided. Regarding "Composition and Ability of BOD" while the size and composition of the board was highly rated, there was room for improvementin the provision of training opportunities for board members. Regarding "Activities of BOD" while the Steering Committee, which was established in
October 2023, was able to hold sufficient discussions on the strategic direction and management plan, there was a need for more opportunities to discusssustainability issues.
The table below shows the status of issues addressed in FY2023 and issues (continuing and new) for FY2024 and beyond.
Issues identified in FY2022

Actions taken in FY2023

Operation of BOD

We will enhance and focus on
information provision, which has beenlacking in the past.

We enhanced information
provisionComposition and
Ability of BOD

Provide training opportunities
necessary to promote understanding of
our organization and business and its
environment

Briefing sessions were
held for newly appointed
outside director.

Activities of BOD

Deepen discussions on sustainability
and management strategy from a
medium- to long-term perspective

The strategic direction
and management plan
were fully discussed by
the Steering Committee
established in October
2023.

Issues for FY2024 and beyond
Continuing Issues
New Issues
Focus on the necessary
information.

Clarify the issues.

Provide training
opportunities byoutsideorganizations.
Sustainability-related measures will
be implemented by subcommittees
associated with the medium-term
management plan strategy andreported to the Board of Directors
as appropriate.

As described above, although there were some issues that needed to be improved, "Deepen discussions of management strategy from a medium- to longterm perspective", which was an issue in the FY2022, was significantly improved, and overall, the majority of respondents answered that there were no
problems, and the effectiveness of the Board of Directors in FY2023 is considered to be secured.
(Future Initiatives)
The Board of Directors will discuss and share specific measures to address the issues identified this time, and incorporate them into the action plan andimplement them in the following directions to improve the effectiveness of the Board of Directors meetings.
・The information provided should focus on necessary information and clarify the issues.
・Provide training opportunities by outside organizations.
・Sustainability-related measures will be implemented by the subcommittees associated with the medium-term management plan strategy and reported to
the Board of Directors as appropriate.
【Principle 5-1】
The Company established the following policies regarding the development of systems and initiatives to encourage constructive dialogue withshareholders.
(i) The Company considers dialogue with shareholders to be an important issue, and we consolidated the function for investor relations into IR Promotion
Office , seeking to improve content and strengthen investor relations activities.
(ii) The department in charge of investor relations handles request for dialogue, interviews, etc., from shareholders.
(iii) The Company discloses explanatory materials regarding plans and financial results regularly, and provides briefings related to said information as
appropriate. The president and/or responsible officers provide explanations at financial results presentations.
(iv) The department responsible for investor relations summarizes opinions and other information received from shareholders as appropriate, reporting to
the president and sharing information with the board of directors.
(v) When engaging in dialogue with shareholders, the Company takes care to manage insider information, focusing on matters related to the Company's
sustainable growth and improvement of corporate value over the medium to long term. We also take sufficient care to avoid material information
disparities among shareholders.
Dialogues with shareholders are conducted as appropriate in accordance with the above policies, and the results are shared with the Board of Directors.

3

【Principle5-2】【Actions to Achieve Management Conscious of Cost of Capital and Stock Price】【English Disclosure Available】
In the Medium-Term Management Plan “Move On 5”, the Company aim to enhance capital efficiency through debt utilization, cash compression, andopt. working capital, while balancing accelerated growth investments with high shareholder returns. We aim to achieve ROE of 18% and DOE of 15% in
the final year of the plan, FY2028.
(1) Optimize working capital・ Improve the working capital turnover in each region to industry standards to curb capital outflow(2) Leverage Liabilities
・ While maintaining financial health, actively reduce cash on hand and increase debt utilization(3) Drive Strategic investment
・ Invest in high-growth regions
・ Conduct M&A in areas of focus(4) Higher shareholder return・ High-level shareholder returns with a target payout ratio of 80%
・ Dynamically conduct share buybacks while ensuring strategic invest. for growth
Refer to the following URL for details of the New Medium-Term Management Plan “Move On 5”.
(Medium-Term Management Plan) https://www.fujitec.com/ir/business_policy/plan

2. Capital Structure
Percentage of Shares Held by Foreign Nationals

30% or more

[Major Shareholders] Updated
Name of Individual or Company

No. of Shares Held (Shares) No. of Shares Held (%)

Uchiyama International Co., Ltd.

5,043,969

6.46

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

4,690,700

6.01

GOLDMAN SACHS INTERNATIONAL

4,028,771

5.16

Morgan Stanley MUFG Securities Co, Ltd.

3,784,356

4.85

Resona Bank, Ltd.

3,079,338

3.95

MOJAVE INVESTORS LTD.
BNP PARIBAS LONDON BRANCH FOR PRIME BROKERAGE SEGREGATION ACC
FOR THIRDPARTYUBS AG LONDON A/C IPB SEGREGATED CLIENT ACCOUNT

2,759,100

3.54

2,620,000

3.36

2,534,309

3.25

OASIS JAPAN STRATEGIC FUND LTD.

2,472,000

3.17

Santo Co., Ltd.

2,386,400

3.06

Controlling Shareholder (Excluding Parent Company)―――

Parent Company

None

Supplementary Explanation

Updated1. Major Shareholders noted above are as of March 31, 2024, including the supplementary explanation below.
2. Ratios in the table above represent the ratio of shares held to the total number of issued shares, excluding 869,385 shares in treasury stock.
3. While we have reported shareholdings by submitting a Report of Possession (Change) of Large Volume per the Financial Instruments and Change Act
as described below, the actual number of shares held as of March 31, 2024, cannot be determined and therefore are not included in the table above.
Shareholders
Oasis Management Company Ltd.

No. of Shares Held and Ownership Ratio
15,701,016 shares 19.90%

Date of Reporting Obligation (Report Date)
July 28, 2023 (August 4, 2023)

3. Corporate Attributes
Stock Exchange Listing and Section

Tokyo Prime Market

Fiscal Year End

March

Industry Sector

Machinery

Number of Employees at End of Previous Fiscal Year (Consolidated)

1,000 or more

Net Sales in the Previous Fiscal Year (Consolidated)¥100 billion or more and less than ¥1,000 billion

Number of Consolidated Subsidiaries at the End of Previous Fiscal Year

10 or more and less than 50

44. Guidelines for Measures to Protect Minority Shareholders in Transactions With Controlling Shareholders―――

5. Other Special Conditions That May Have a Major Influence on Corporate Governance―――

II Administrative Organizational Structure Covering Decision-Making, Execution, and Supervision in Management Activities,
and Other Corporate Governance Systems
1. Matters Related to Institutional Structure and Organizational Operations
Organizational Form

Company With Audit & Supervisory Board[Director Relationships]
Number of Directors Under Articles of Incorporation

11 persons

Director Term of Service Under Articles of Incorporation

1 yearChairperson of the Board of Directors

Outside Director

Number of Directors

9 personsAppointment of Outside Directors

Appointed

Number of Outside Directors

6 persons

Number of Outside Directors Designated as Independent Directors

6 personsRelationships to the Company (1)UpdatedName

Categorya

Kaoru Umino

Attorney

Torsten Gessner

Member of another company

Clark Graninger

Member of another company

Ako Shimada

Attorney

Anthony Black

Member of another company

Shakil Ohara

Member of another companyb

Relationship to the Company*
c d e
f
g h
i

j

k

* Categories of Relationships to the Company* A ○ icon indicates a category applicable to said person currently or recently. A △ icon indicates a category applicable to said person in the past.
* A ● icon indicates a category applicable to a close family member currently or recently. A ▲ icon indicates a category applicable to a close family
member in the past.
a
Executive of a listed company or its subsidiaryb
Executive or non-executive director of the parent company of a listed companyc
Executive of a fellow subsidiary of a listed companydPerson of a listed company considered major client, or an executive of said companye
Major client of a listed company or an executive of said company
fConsultant, accounting expert, or legal expert receiving a large monetary sum or other property other than corporate officer remunerationg
Major shareholder of a listed company (if the major shareholder is a corporation, an executive of said corporation)hExecutive (said person only) of a client (not covered by items d, e, and f) of a listed company
iPrevious executive (said person only) with connection to the mutual appointment of an outside member of the Audit and Supervisory CommitteejPrevious executive (said person only) of a listed company making donationsk
Other relationship5Relationships to the Company (2)Name

Kaoru Umino

Torsten Gessner

Clark Graninger

Ako Shimada

AnthonyBlack

Shakil Ohara

Independent
Directors

○

○

○

○

○

○

UpdatedSupplementary
Explanations for ApplicableIt―――

Since assuming the position of the Chairman of the Board of Directors, she has increased thefrequency of board meetings, encouraged candid discussions among the diverse board
members, and tenaciously provided leadership in the Company's governance reforms.
Everyone around her recognizes her dedication to the company. We expect that she willcontinue to monitor the Company's efforts in governance reform in light of the current
situation, where the establishment of an internal structure is still in the middle of the road andthere are still many difficult issues to be addressed.
We have designated Ms. Umino as an independent director as she satisfies the Criteria for
Appointment as an Independent Director as provided in II. Relationships with Independent
Directors 1. Criteria for Appointment of Independent Directors in this report.
With more than 30 years of experience as a leader in the global elevator industry, Mr.
Gessner addressed the company's deviation from global standards and focused the discussion
on improving the company's value. Using international benchmarks, he supported
management in the preparation of the new mid-term plan and will continue to criticallyaccompany the implementation process.
We have designated Mr. Gessner as an independent director as he satisfies the Criteria for
Appointment as an Independent Director as provided in II. Relationships with Independent
Directors 1. Criteria for Appointment of Independent Directors in this report.

―――

Based on 20 years of work experience accumulated in the financial industry, Mr. Clark
Graninger has served in a liaison function, participating in the Company's engagement
activities on behalf of the outside directors alongside Ms. Kaoru Umino, chairman of theBoard of Directors. As the new mid-term management plan gets underway, engagement will
become increasingly important, and we expect that he will continue to reflect the voices of
the investor community in the board's discussions and decision-making.
We have designated Mr. Graninger as an independent director as he satisfies the Criteria for
Appointment as an Independent Director as provided in II. Relationships with Independent
Directors 1. Criteria for Appointment of Independent Directors in this report.

―――

Based on her 15 years of work experience accumulated as an in-house lawyer, Ms. Ako
Shimada has played a role in bringing new life to the Company's corporate headquarters byhiring outside experts and acting as a bridge between the Company's governance reforms andpersonnel. Her quiet leadership style is highly compatible with the corporate culture ofJapanese companies, and we expect that she will be able to ease the friction that inevitably
arises as we continue to implement numerous reforms.
We have designated Ms. Shimada as an independent director as she satisfies the Criteria for
Appointment as an Independent Director as provided in II. Relationships with Independent
Directors 1. Criteria for Appointment of Independent Directors in this report.

―――

With 35 years of experience as a global leader in the elevator industry, Mr. Anthony Blackhas provided a different perspective on our operations and served as an inspiration to the front
lines. He has pushed our team members to challenge high goals during the development of
our new medium-term plan, and we expect that he will provide full support during theimplementation process.
We have designated Mr. Black as an independent director as he satisfies the Criteria for
Appointment as an Independent Director as provided in II. Relationships with Independent
Directors 1. Criteria for Appointment of Independent Directors in this report.

―――

He has extensive experience in international business management, including management
experience in the growth markets of India and Southeast Asia. He has also served as CEO and
CFO of a portfolio company of one of the largest global PE funds in the U.S. and has successfullycompleted an IPO. As we continue to consider ways to enhance our corporate value, we expect that
he will provide us with superior advice from multiple perspectives.
We have designated Mr. Ohara as an independent director as he satisfies the Criteria for
Appointment as an Independent Director as provided in II. Relationships with Independent
Directors 1. Criteria for Appointment of Independent Directors in this report.

―――

Establishment of an optional committee corresponding
to a Nomination Committee or Compensation Advisory
Committee

Reason for Election

Yes

6

Establishment of an optional committee, members of the committee, and attributes of the chairperson of the committee

Committee Name

Optional Committee
Corresponding to theNomination
Committee

Nomination andCompensation
Advisory
Committee

Optional Committee
Corresponding to theCompensation
Advisory Committee

Nomination andCompensation
Advisory
Committee

Supplementary Explanation

UpdatedTotal Numberof Members

Number of
Full-timeMembers

Number ofInternal
Directors

Number of
OutsideDirectors

Number of
OutsideExperts

3

0

1

2

0

0

Outside Director

3

0

1

2

0

0

Outside Director

Chairperson

Other

UpdatedAt the Board of Directors meeting held on March 24, 2023, Ms. Kaoru Umino was appointed Chairman of the Board of Directors and has continued to serve until thedate of submission of this report.
To strengthen the supervisory function of the Board of Directors and increase transparency in the decision-making process, we have established the Nomination andCompensation Advisory Committee as a voluntary advisory committee under the Board of Directors. This committee is chaired by an independent outside director,
and the majority of members are independent outside directors. The Nomination and Compensation Advisory Committee deliberates matters related to the election
and dismissal of officers, succession plans for the president (chief executive officer), and corporate officer remuneration, reporting to the board of directors. Given thechange in composition of the Board of Directors as a result of the 77th Ordinary General Meeting of Shareholders held on June 26, 2024, at the Board of Directors
meeting held on the same day, selected Ms. Ako Shimada as chair, Mr. Shakil Ohara and Mr. Takashige Nakajima as members of the Nomination and Compensation
Advisory Committee.

[Audit & Supervisory Board Member Relationships]
Audit & Supervisory Board

Yes

Number of Audit & Supervisory Board Members Under
Articles of Incorporation

4 persons

Number of Audit & Supervisory Board Members

4 persons

Coordination Among Members of the Audit & Supervisory Board, Accounting Auditors, and Internal Audit OfficeMembers of the Audit & Supervisory Board, accounting auditors, and the internal audit office hold a three-way liaison meeting in May and November eachyear. In these meetings, the parties coordinate their respective audit plans, policies, implementation status, and results, etc. Members of the Audit & Supervisory
Board and accounting auditors also communicate and exchange opinions, etc., as needed regarding each other's audit policies, implementation status, andresults.
Members of the Audit & Supervisory Board receive reports, etc., regarding the implementation status and results of audits conducted by the internal auditing
office as needed.

Appointment of Outside Members of the Audit & Supervisory Board

Appointed

Number of Outside Members of the Audit & Supervisory Board

2 persons

Number of Outside Members of the Audit & Supervisory Board Designated as
Independent Directors

2 personsRelationships to the Company (1)UpdatedRelationship to the Company*
Name
Yoshiyuki Yamasaki

Category

a

b

c

d

e

f

g

h

i

j

k

l

m

Certified Public Accountant

Certified Public Accountant
Hiroyuki Hara
* Categories of Relationships to the Company* A ○ icon indicates a category applicable to said person currently or recently. A △ icon indicates a category applicable to said person in the past.
* A ● icon indicates a category applicable to a close family member currently or recently. A ▲ icon indicates a category applicable to a close family memberin the past.

7

a
b
c
d
e
f
g
h
i
j
k
l
m

Executive of a listed company or its subsidiaryNon-executive director or accounting advisor of a listed company or its subsidiary
Executive or non-executive director of the parent company of a listed company
Audit & Supervisory Board member of the parent company of a listed company
Executive of a fellow subsidiary of a listed company
Person of a listed company considered major client, or an executive of said company
Major client of a listed company or an executive of said company
Consultant, accounting expert, or legal expert receiving a large monetary sum or other property other than corporate officer remuneration
Major shareholder of a listed company (if the major shareholder is a corporation, an executive of said corporation)
Executive (said person only) of a client (not covered by items f, g, and h) of a listed company
Previous executive (said person only) with connection to the mutual appointment of an outside corporate officer
Previous executive (said person only) of a listed company making donations
Other relationships

Relationships to the Company (2)Name

Yoshiyuki Yamasaki

Hiroyuki Hara

UpdatedSupplementary Explanations forApplicable Items

Independent
Directors○○

Reason for Election―――

Although Mr. Yamasaki has never been involved in corporate
management other than as an outside director, he has been engagedin accounting auditing services as a certified public accountant for
many years, and we believe that he will be able to perform duties as
an outside member of the Audit & Supervisory Board appropriately
by utilizing the wealth of knowledge he has cultivated.
We have designated Mr. Yamasaki as an independent director as
he satisfies the Criteria for Appointment as an Independent
Director as provided in II. Relationships With Independent
Directors 1. Criteria for Appointment of Independent Directors of
this report.

―――

While Mr. Hara has no prior involvement in corporate management,
He has been engaged in auditing and taxation services as a certified
public accountant and tax accountant for many years. We believe hewill leverage his abundant knowledge in performing the duties of amember of the Audit & Supervisory Board appropriately.
We have designated Mr. Hara as an independent director as hesatisfies the Criteria for Appointment as an Independent Director as
provided in II. Relationships With Independent Directors 1. Criteria
for Appointment of Independent Directors of this report.

[Independent Director Relationships]
Number of Independent Directors

8 persons

Other Items Related to Independent Directors
1. All outside directors who satisfy the criteria for independent directors have been designated as independent directors.
2. Standards for appointment of independent directors
Having provided an explanation to independent directors at a meeting of the board of directors, the Company may, upon gaining the understanding,recommendation, or agreement of said independent directors, appoint an individual as independent director who is not subject to any of the items below.
The Company may also appoint such an individual who is subject to any of the items b. through h. below if the Company has reason to believe said
individual possesses the ability to make appropriate independent decisions in light of the individual’s character, expertise, etc., said individual may be
appointed independent director pursuant to a resolution of the board of directors, under the condition that said reasoning has been explained externally.
a
b

c

d

e
f

An executive director, executive officer, or manager or other employee of the Company or any of its subsidiaries (or a person who has held anequivalent position within the past 10 years)(i) A person who is a shareholder owning 10% or more of Company voting shares, or, when said shareholder is a corporation owning 10% ormore of Company voting shares, a director, member of the Audit & Supervisory Board, accounting advisor, executive officer, executive director,
or manager or employee of said parent company or important subsidiary (or person who has held an equivalent position within the past five years)(ii) A person who is a director, member of the Audit & Supervisory board, accounting advisor, executive officer, executive director, or manager
or employee of a company of which the Company owns 10% or more of voting shares(i) A person who has paid the Company an amount representing 2% or more of the Company’s consolidated net sales related to business
transactions with the Company in the current fiscal year (or a party who has paid an equivalent or greater annual amount in any of the mostrecent three fiscal years of the Company)(ii) A person to whom the Company or a Company subsidiary has paid an amount representing 2% or more of said person's consolidated net sales
related to business transactions with said person in the current fiscal year (or a person to whom the Company has paid an equivalent or greater
annual amount in any of the most-recent three fiscal years of said person)(iii) In the case where the person related the transaction referred to in (i) or (ii) above is a corporation, the executive director, executive officer,
corporate officer, or manager or other employee of the said company, its parent company, or important subsidiary
Directors, officers, or employees in charge of business execution at public interest foundations, public interest incorporated associations, nonprofit corporations, or other organizations that have received donations or grants from the Company or its subsidiaries in excess of an average of
10 million yen per year or 30% of the annual total expenses of said organization, whichever is greater, over the past three years
Directors, corporate auditors, accounting advisors, executive officers, or corporate officers of companies or their subsidiaries that accept fulltime or part-time directors from the Company or its subsidiaries
Directors, corporate auditors, accounting advisors, executive officers, corporate officers, managers, or other employees of financial institutions

8

g

h

i

or other major creditors, or their parent companies or important subsidiaries, who are indispensable to the Company's financing and on whom theCompany depends to the extent that there is no substitute available (or who have held an equivalent position in the past three years)(i) A representative, partner, or employee (or person involved in actual, not auxiliary, services) of an audit corporation of the Company orCompany subsidiary or certified public account, tax accountant, audit corporation, or tax accountant corporation involved in the accounting of
the Company or Company subsidiary (or person who has held an equivalent position within the past three years)(ii) Lawyers, certified public accountants, tax accountants, or other consultants not subject to (i) above, who have received monetary or otherfinancial benefits from the Company or company subsidiary in the amount of 10 million yen or more per year on average for the past three years(iii) A person who is a representative, partner, associate, or employee of a law firm, audit corporation, tax accountant corporation, consulting
firm, or other professional advisory firm not subject to either (i) or (ii) above, who has received payments from the Company or Company
subsidiary in an amount of 2% or more of total net sales on average over the past three years
A spouse, relative within the second degree of kinship, or relative living in a household with a person subject to any of the items a. through g.
above, or a person whose spouse, relative within the second degree of kinship, or relative living in the same household is subject to any of theitems a. through g. above
A person who may have a permanent and substantial conflict of interest with the Company’s general shareholders for reasons other than thoseconsidered in items a. through h. above[Incentives]
Remunerative Incentives for Directors

Adoption of Performance-Linked Compensation Plan, Other

Supplementary Explanations for Applicable Items
Indicators related to performance-linked compensation, the reasons for selecting such indicators, and the method for determining the amount of performancelinked compensation are as described under Information Disclosure for Regarding Policy for Determining Compensation Amount and Method of Calculation in
II. Relationships with Independent Directors 1. Matters Related to Director Compensation. To improve corporate value on a sustainable basis, as well as toencourage a greater sense of shared value with shareholders, the Company adopted a restricted stock remuneration plan for directors (excluding outside directors)
in replacement of the stock option plan. The new plan was approved at the 74th Ordinary General Meeting of Shareholders held June 22, 2021. Of those stockacquisition rights already granted as stock options, the unexercised portion will remain effective; however, no new stock options will be granted.
The Company has also adopted a restricted stock remuneration plan for executive officers who do not serve concurrently as directors.
At the extraordinary general meeting of shareholders held on February 24, 2023, shareholders resolved to grant post-delivery stock-based remuneration to outside
directors as medium-term incentive compensation. No share price conditions have been said set for said post-delivery stock-based remuneration.

Persons Eligible for Stock Options

Supplementary Explanations for Applicable Items―――[Matters Related to Director Compensation]
Disclosure of Individual Director Compensation

The Company does not disclose individual compensation.

Supplementary Explanations for Applicable Items
The Company discloses total compensation, etc., by category of officer, by total amount of remuneration, etc., by type of remuneration, etc., and the number of
eligible officers.

Policy for Determining Compensation Amount andMethod of Calculation

Yes

UpdatedInformation Disclosure for Regarding Policy for Determining Compensation Amount and Method of Calculation
Policy for Determining Director Compensation Amount and Method of Calculation
In regard to policy for decisions on systems related to director compensation and agenda submission to the General Meeting of Shareholders, theCompany shall make decisions via resolution of the Board of Directors, the majority of which shall be comprised of independent outside directors. The
basic policy will be one of providing incentives improving the corporate value of the Company on an ongoing basis, as well as of encouraging a greater
sense of shared value with shareholders. An overview of this decision-making policy for the fiscal year under review is as follows.
(i) Performance-linked compensation (bonuses) and remuneration other than performance-linked (basic compensation and grants of restricted stock) willbe allocated at a ratio of approximately 1:2.
(ⅱ) Basic remuneration to be paid to each director as fixed monthly monetary remuneration shall be calculated by taking into account the responsibilities
and activities of each director, as well as remuneration paid at other companies.
(ⅲ) Restricted stock will be granted according to issuance price, timing, and conditions as determined by resolution of the board of directors inaccordance with the activities of each director in his or her assigned duties and the degree of contribution to business performance.
(ⅳ) To motivate directors to improve performance in the short and medium term, a bonus shall be paid as performance-linked compensation within fourmonths after the end of the current fiscal year. The bonus amount shall be determined based on operating income of the previous fiscal year, used as aperformance indicator. This indicator shall take into consideration an addition or subtraction of the amount in the previous fiscal year according to thelevel of achievement. The amount of bonus to be paid to each individual director will be according to the activities of his or her assigned duties and the9degree of contribution to business performance.
At the 74th Ordinary General Meeting of Shareholders held June 22, 2021, the stock option compensation plan was abolished. In a meeting held the sameday, the board of directors adopted a resolution to grant restricted stock according to issuance price, timing, and conditions, determined in accordancewith the activities of each director in his or her assigned duties and the degree of contribution to business performance.
Basic remuneration and bonuses (subject to performance-linked compensation) for individual directors (excluding outside directors) shall be allocated byadding or subtracting the amount of basic remuneration and bonuses for the previous fiscal year in accordance with the domestic and overseas business,the duties for which the director in question is responsible, and the degree of said director's contribution. Amounts for outside directors shall be
determined in consideration of their experience, knowledge, activities, and other factors, as well as considerations of examples of amounts paid at othercompanies. For newly appointed outside directors elected at the extraordinary general meeting of shareholders held February 24, 2023, basic
remuneration per director was set at 12,500,000 yen per fiscal year in accordance with the resolution passed at the same meeting.
(Name and title of the person authorized to make decisions on Policy for Determining Director Compensation Amount and Method of Calculation, andthe details and scope of his or her authority and discretion)
With respect to the determination of the amount and calculation method of director remuneration, etc., the Board of Directors shall deliberate anddetermine these policies based consultations and reports received from the Nomination and Compensation Advisory Committee (*i). As for the amount of
remuneration, etc., for individual directors through June 20, 2023, the Board of Directors has delegated to Company president Takao Okada the decision
for amounts within the scope of the annual amount of remuneration, etc., per resolution of the General Meeting of Shareholders (*ii) and in accordancewith the policy decided by the Board of Directors. This delegation of authority was made in the belief that it is optimal for the president to evaluate theactivities, responsible duties, contributions, etc., of each director from a high-level view of the overall performance of the Company (the Board of
Directors will determine the amount of remuneration, etc., of individual directors for payment on and after June 21, 2023). We have also obtained advice
and findings from the Nomination and Compensation Advisory Committee to ensure appropriateness and transparency. In April 2023, the Board of
Directors received reports from and consulted with the committee. The Board resolved to pay individual basic remuneration to outside directors who will
be in office after March 2023, 12,500,000 yen per director per fiscal year, calculated on a monthly basis. (Reasons supporting the board of director
determination that the details of remuneration, etc., for each individual director is in line with the policy determined)
The details of remuneration for individual directors described above have been discussed at a meeting of the Board of Directors, consisting of a majority
of independent outside directors (Takao Okada, president, based on the mandate of the Board of Directors, for the portion paid through June 20, 2023; thesame shall apply hereafter) subsequent to consultation with the Nomination and Compensation Advisory Committee and having received a report fromsaid committee having conducted a comprehensive review, including consistency with the decision-making policy. As a result, the Board of Directors has
decided to respect the content of the report received, deeming said content in line with said decision-making policy.
*i. Activities of the board of directors and Nomination and Compensation Advisory Committee in the process of determining the amount of corporate
officer remuneration, etc.
The Nomination and Compensation Advisory Committee ensures the objectivity, transparency and fairness of its members, the majority of whom are
independent outside directors, in accordance with procedures established by resolution of the Board of Directors. From this perspective and in response toinquiries from the Board of Directors, committee members will review and confirm consistency with the decision-making policy, after deliberations, etc.,
as necessary, the agenda items in general meetings of shareholders, proposals for revisions to the decision-making policy, etc., for director remuneration,etc., as well as details of the evaluations of the amount of basic remuneration and bonuses for individual directors in consultation with the Board of
Directors (Takao Okada, president, based on the mandate of the Board of Directors, for the portion paid through June 20, 2023), in addition to the issue
price, timing and terms of restricted stock remuneration. During the current fiscal year, committee members met five times for deliberations, etc.,
confirming and reviewing these factors. The committee determined that there were no inconsistencies with respect to the details of the matters in questionor with the decision-making policy.
*ii. The date and details of the resolution of the general meeting of shareholders concerning corporate officer remuneration, etc.
At the 75th Ordinary General Meeting of Shareholders, held on June 23, 2023, shareholders approved remuneration for company directors up to an
amount of 550 million yen per annum (of which, the annual amount for outside directors is 100 million yen; excluding employee salaries of employeedirectors). As of the conclusion of the Ordinary General Shareholders’ Meeting in question, Fujitec had nine directors (six of whom were outside
directors). The amount of the annual retainer for members of the Audit & Supervisory Board was set at 60 million yen or less at the 60th Ordinary
General Meeting of Shareholders held on June 27, 2007. As of the conclusion of the Ordinary General Shareholders’ Meeting in question Fujitec had
three members of the Audit & Supervisory Board.
Separate from this monetary remuneration, a resolution was passed at the 74th Ordinary General Meeting of Shareholders held on June 22, 2021 to grant
restricted stock compensation to the Company's directors (excluding outside directors) in accordance with the activities of their duties and theircontribution to the Company's business performance, etc. The amount of restricted stock compensation and the number of shares to be granted shall be no
more than 100 million yen per year (not including employee salaries for directors who also serve as employees) and no more than 200,000 shares per
year. With this resolution, the stock compensation-type stock option plan approved at the 66th Ordinary General Meeting of Shareholders held on June25, 2013 (under which stock acquisition rights shall be issued at an annual amount not exceeding ¥100 million) was abolished, except for those sharesalready granted. As of the conclusion of the 74th Ordinary General Meeting of Shareholders, Fujitec had four directors (excluding outside directors).
Furthermore, at the extraordinary general meeting of shareholders held on February 24, 2023, it was resolved to set the amount of base remuneration per
outside director elected by the resolution of the same general meeting of shareholders at 12,500,000 yen per fiscal year, and to grant stock-based
remuneration to outside directors as medium-term incentive remuneration with a three-year vesting period and no share price conditions. As of theconclusion of the ordinary general meeting of shareholders in question, Fujitec had six outside directors.

[Support System for Outside Directors (and Outside Members of the Audit & Supervisory Board)]
Materials to be used in board of director meetings distributed in advance.

2. Matters on Functions Related to Business Execution, Auditing and Supervision, Appointments, and Remuneration(Overview of Current Corporate Governance System) Updated
As a company with Audit & Supervisory Board, the Company has a board of directors consisting of nine directors (including six outside directors), whichmakes decisions on important management matters and supervises the execution of duties by directors. At the same time, the Audit & Supervisory Board,which consists of four members (including two outside members), audits the execution of duties by directors.
To strengthen the supervisory function of the board of directors and increase transparency in the decision-making process, we have established theNomination and Compensation Advisory Committee as a voluntary advisory committee to the board of directors under, organized under the board. This
committee is chaired by an independent outside director, and a majority of members are independent outside directors. The roles and composition of thecommittee are described in Establishment of an optional committee corresponding to a Nomination Committee or Compensation Advisory Committee
under II. Administrative Organizational Structure Covering Decision-Making, Execution, and Supervision in Management Activities, and Other
Corporate Governance Systems 1. Matters Related to Institutional Structure and Organizational Operations.

10

The Global Management Committee meets quarterly to deliberate important matters related to group management, including the pursuit of domestic andoverseas business. The Operating Officer Meeting meets monthly to deliberate important issues related to domestic business. At the Global Management
Committee, we monitored the status of deliberations on important management issues related to quarterly results and the medium-term management planin attendance of full-time members of the Audit & Supervisory Board members. Operating Officer Meeting are attended by all directors who serve
concurrently as executive officers in our domestic business. In addition, we report the agenda and results of important meetings to outside directors asneeded. In October 2023, we established the Executive Committee as an internal decision-making council, which began preliminary deliberations ofproposals to be submitted to the Board of Directors and discussions of various issues.
We established the standing Risk Management Committee to reduce various business risks. The committee is chaired by the president and seeks to detect
and respond to risk factors that have a significant impact on society, such as compliance, information security measures, and product safety, as well as
investigating and considering risk factors subordinate to this committee. The committee is responsible for risk management across the entire group. The
Risk Management Steering Committee encourages and enforces the prompt and accurate collection of information, as well as guidance and managementin the execution of business operations. In this way, risk management functions on a company-wide basis.
The Compliance Committee pursues appropriate compliance-related corporate activities by ensuring employees are fully aware of the need to comply
with laws, regulations, and corporate ethics. As part of these activities, the committee conducts group training or on-demand training via e-learning,
encouraging the holding of appropriate seminars in each job classification and department as appropriate to familiarize employees with reference cases,
relevant laws and regulations, and to conduct educational activities. In addition, we have established a Compliance Consultation Desk as an internalreporting system for compliance, allowing any employee to report and consult directly without having to submit questions through regular reporting lines.
In this way, the Company strives to prevent improper activities.
The Company endeavors to protect information assets by maintaining and improving security. To this end, the Information Security Committee
establishes security policies and response standards, examines and deliberates on the use, handling, and management of information networks, systems,
and equipment. The committee also provides guidance, education, and conducts awareness-raising activities based on in-committee considerations anddeliberations. Specifically, the committee provides information security education based on examples of security incidents and cyber-attacks fromexternal sources. As part of this education, the committee sends mock e-mails to all employees to simulate attacks and engages in other activities to raise
an awareness of security among employees. In addition, we have organized a Computer Security Incident Response Team (CSIRT) as a response
mechanism in the event of an information security incident or accident. We have established a system for communicating security-related information
during normal times, investigating incidents, analyzing causes, conducting recovery operations, and responding to internal and external stakeholders.
The Company has established the Sustainability Committee, chaired by the president, to formulate companywide policies and targets related tosustainability. Through this committee, the Company has established and maintains a system to put sustainability policies and targets into practice,monitoring the implementation of various measures. The Materiality Response Team is the first of two management teams organized under the
Sustainability Committee to determine materiality implementation plans and monitor progress. The Climate-related Financial Disclosures Team is thesecond of two management teams under the Sustainability Committee, responsible for collecting Company information related to the environment,
gathering information on climate-response activities, and disclosing the financial impact of risks and opportunities related to climate change in line with
the TCFD framework. The agenda and results of Sustainability Committee meetings are reported to and discussed by the board of directors.

3. Reasons for Selecting Current Corporate Governance System

UpdatedI Based on the basic concepts of Section 1, we are strengthening guidance and management related to our business execution structure through risk
management and other standing committees. At the same time, directors who serve concurrently as executive officers monitor the status of businessexecution by attending important meetings. The Company strives to optimize our governance structure to ensure the roles and functions of eachcommittee operate effectively. These efforts include reporting the agenda and results of important meetings so outside directors can provide appropriate
advice, and encouraging information sharing among members of the Audit & Supervisory Board, accounting auditors, and internal auditors, which areentities independent of business execution.
In addition, we have established a voluntary Nomination and Compensation Advisory Committee, the majority of whose members are independent outside
directors. This committee raises the level of objectivity and transparency in the procedures for determining the nominations and compensation of directors,
enhancing the Company’s corporate governance structure.

III Measures for Shareholders and Other Stakeholders
1. Efforts to Boost Participation in General Shareholder Meetings and to Facilitate Exercise of Voting Rights

UpdatedSupplementary Explanation
Early Sending of General Meeting of Shareholders
Convocation Notice

Our basic policy is to send convocation notices 22 days prior to the date of the general meetingof shareholders.

Scheduling Meetings to Avoid Peak Meeting Day

The annual general meeting of shareholders has been held on June 23, 2020, June 22, 2021,
June 23, 2022, June 21, 2023 and June 26, 2024, avoiding days on which many othercompanies hold their meetings as soon as possible.

Electronic Exercise of Voting Rights

Shareholders may exercise voting rights via the internet.

Improve Voting Environment for Institutional
Investors (Participation in the Electronic Voting
Platform, Etc.)

We make use of the platform for the electronic exercise of voting rights operated by ICJ, Inc.

Invitations (Overview) Sent in English

An English translation of the notice of convocation is prepared and made available on the
Company's official website.

Other

The convocation notice is disclosed on the Company's website prior physical sending via post to
facilitate the exercise of voting rights.

11

2. Investor Relations Activities

UpdatedSupplementary Explanation

The Executive Committee held company president inauguration press
conferences and briefings on our new medium-term management plan fordomestic and foreign analysists and institutional investors. The committee
also responded to individual interviews in person, online, and by telephonewith the company president and executives.

Regular Investor Briefings for Analysts
and Institutional Investors

Posting of IR Materials on Website

We publish financial results, shareholder newsletters, securities reports,
quarterly reports, financial highlights, integrated reports, etc., on ourinvestor relations webpage.

Establishment of Investor Relations Department

IR Promotion Office

3. Respecting the Position of Stakeholders

Explanation
from
Representative

Yes

UpdatedSupplementary Explanation

Respect for the Position of Stakeholders
Stipulated in Internal Rules and Regulations

Our Management Philosophy states the basic philosophy that we strive to increase the trust andsatisfaction of our stakeholders. To set an example and achieve management, human resources,
and corporate conduct in line with this basic philosophy, we established the Management
Human Resources Philosophy and Corporate Code of Conduct. The Sustainability section of ourcorporate website provides information on how we accomplish our corporate social
responsibility for sustainable development through fair, clear judgments and open
communication with stakeholders (https://www.fujitec.com/sustainability).

Implementation of Environmental Protection
Activities and CSR Activities

We participate in cleanups and environmental beautification activities, as well as CO2 reductionand eco-promotion campaigns, as part of our environmental conservation activities andcontribution to local communities. We disclose the status of these and other activities on thesection of our website addressing sustainability (social contribution)(https://www.fujitec.com/sustainability/social_contribution). See Fujitec Report (annual report) for
more on other specific environmental initiatives. The Integrated Report provides information onother specific environmental initiatives.

Formulation of Policies for Providing
Information to Stakeholders

We formulated Information Disclosure Rules and other policies for the prompt, accurate, andfair disclosure of corporate information. The director in charge of finance makes judgments
regarding the necessity of disclosures based on timely disclosure rules, etc., according to thefacts and information related to decisions, financial information, and events that affect the
Fujitec Group. The Company discloses matters submitted to the agenda and approved by the
Board of Directors, as well as matters reported to the Board of Directors or the president, to thestock exchange. The Company also publishes said disclosures on our corporate website.

IV Matters Related to Internal Control Systems
1. Basic Concepts and Creation of Internal Control Systems
The Group establishes and maintains internal control systems necessary to meet the expectations and trust of stakeholders, as well as to ensure themanagement soundness.
Based on the Management Philosophy, the Management Human Resources Philosophy, and the Corporate Code of Conduct, we established the Basic
Policy for Internal Controls via resolution of the board of directors. We designated a department in charge of internal controls to ensure the Group's
internal controls system functions in accordance with this policy. We strive to improve the internal controls system by visualizing the business processesof each business division in response to internal controls evaluations and audits. The Company establishes committees of certain specializations tomonitor the status of business execution and provide guidance from the standpoint of experts. These committees are described in II. 2. Matters on
Functions Related to Business Execution, Auditing and Supervision, Appointments, and Remuneration (Overview of Current Corporate Governance
System).

2. Philosophy and Systems for Dealing with Anti-Social Forces
Basic Policy and Status of Systems for Dealing with Antisocial
Forces(1) Basic policya. We do not have relationships of any kind with antisocial forces, and we will not conduct any transactions with such entities.
b. In the event that transactions with antisocial forces are discovered, we take appropriate measures promptly to terminate such transactions.
c. We do not provide funds of any kind to antisocial forces.
d. We do not respond to any unreasonable demands from antisocial forces. In the event we identify unreasonable demands from antisocial forces, wetake civil or criminal legal action.
e. To prevent damage caused by antisocial forces, the Company cooperates with the police and other external specialized organizations, responding inan organized and appropriate manner.
f. We ensure the safety of our officers and employees from antisocial forces.

12

(2) Status of systems
In addition to the above policies, the Company has established standards for responding to unreasonable demands and has made these standards known to
all officers and employees. The General Affairs Department, which is the department responsible for overseeing said responses, collects and manages
information on antisocial forces. In the event of an unreasonable demand, the department works closely with the police, the National Center for Removalof Criminal Organizations, and legal counsel to ensure early reporting and consultation.

V. Other Matters
1. Anti-Takeover Measures
Anti-Takeover Measures

No

Supplementary Explanations for Applicable Items

UpdatedWe require any entity engaged in the large-scale purchase of company shares to provide information in a sufficient and necessary manner to allow
shareholders to make appropriate judgments as to the propriety of such large-scale purchases, while also disclosing the opinions, etc., of our board of
directors and securing time for our shareholders to conduct a review. In this way and others, we will take appropriate measures based on the Financial
Instruments and Exchange Act, the Companies Act, and other relevant laws and regulations.

2. Other Matters Related to Corporate Governance System
None

13

Fig. 1. Corporate Governance System

Fig. 1. Corporate Governance System
General Shareholders' Meeting
Election/Dismissalof Director

Audit

ReportAudit &
Supervisory
Board

Board of Directors Submission of Report
an issuefor deliberation

Nomination andCompensation
Advisory Committee

Report Report

Monitoring

Accounting
AuditorCollaboration

Response
Appointment/Removal

Election/Dismissal

Election/Dismissal of Audit & Supervisory Board member

Audit

Audit Office

Collaboration

Collaboration

Financial
Statement
Audit

ReportPresident & CEO

Executive Committee

ReportGlobal Executive Committee

Internal Audit
OfficeOperating Officer Meeting
Collaboration

Risk Management Committee
Sustainability Committee
Supervision/Instruction, Etc.

Operating Officers
Group Companies / Functional Headquarters

14

Internal Audit

Fig. 2. Timely Disclosure System Flowchart

Facts Behind Decision/Financial Information or Event

Officers, Employees[Event]ReportDept. Head[Collect Information]
ReportPerson Responsible for Information Handling[Investigate/analyze need for disclosure]
Coordination(Facts Behind
Decision/Financial
Information)(Facts Behind
Event)

Dept. Head

Discussions

Report to
Superior

Board of Directors

President

Approval

Approval
Person Responsible for Information Handling
Instructions
Information Disclosure to Stock Exchanges (Finance HQ)

Disclosure Materials Posted on Company Website (Public Relations Office)15