This is an excerpt translation of the Japanese original for convenience only. In the event of any discrepancy between
this translated document and the Japanese original, the original shall prevail.

Corporate Governance Policy

Chapter I

General Provisions

1. Purpose, Mission and Strategy(1) JAFCO’s Purpose“Fueling perpetual growth; investing in bold visions”
Throughout its extensive history, JAFCO Group Co., Ltd. (“JAFCO” or the “Company”) has
consistently invested in new challenges of companies and entrepreneurs, based on its
conviction that continued investment helps create a sustainable society. As issues
surrounding the global environment and the global economy become increasingly complex,
the Company will create a cycle of new growth and contribute to the realization of asustainable society by making bold investments in challenges that create new value andcommitting ourselves to their growth.
(2) JAFCO’s Mission“Commit to new business creation and jointly shape the future.”
Since its establishment, the Company has supported entrepreneurs in creating various
innovative products and services. The Company’s mission is to usher in a new era with its
stakeholders by committing to creating new businesses needed in society. As it aims to realize
its Purpose, the Company remains dedicated to its longstanding Mission that has remained
the same since its founding.
(3) Policy and Strategy for Achieving JAFCO’s Purpose and Mission
The Company aims to achieve its Purpose and Mission by making venture and buyout
investment through its funds. To better clarify its commitment to entrepreneurs embarking
on new businesses and fund investors, the Company will further increase competitiveness byenhancing its organizational strength accumulated since inception and introducing thepartnership model whereby individuals also take management responsibility.
The essence of the Company’s business strongly matches with the concept of ESG
investment. The Company will incorporate ESG factors into the entire investment processfrom identifying high-potential companies aiming to solve social issues to investment exit,
including supporting their growth through post-investment engagement. The company will
boost competitiveness and corporate value by contributing to sustainability through businessgrowth of its portfolio companies.
In realizing its Purpose and Mission, the following strategies will also be implemented.
i. Highly selective, intensive investment and management involvement
To create new businesses, the Company will narrow down investment targets and makebold investments in companies with high growth potential. It acquires influential stakes in
its portfolio companies and accelerate their growth through deep management involvement.
ii. Sustain improvement in fund performance and increase supply of risk money1

To stably secure sufficient investment capital, it is vital to achieve sustainable improvementin fund performance and steadily raise funds from outside investors. The Company will
promote the circulation and expansion of risk money by sharing returns, resulting from thegrowth of its portfolio companies, with fund investors/shareholders, which facilitates
fundraising for a new fund.
iii. JAFCO as “Co-Founder”
During the startup phase of a portfolio company, the Company is required to be a “CoFounder” rather than a fund provider. It aims to become an organization where each
employee and the Company as a whole can play an active role as a “Co-Founder” bypassing on and developing its spirit, expertise and experience that it has built up since
establishment.
2. Basic Corporate Governance Policies
With an eye to increasing corporate value over the medium to long term, the Company has
established the following basic policies on corporate governance and will make continuous
efforts for its enhancement:
Build respectful relationships with stakeholders;
Maintain transparency and fairness in decision making;Establish an appropriate supervising structure;Establish an operating structure that ensures effective and swift business execution.
3. Basic Policy on Sustainability
The Company has established the basic policy on sustainability to share its philosophy
regarding sustainability as well as its ESG issues and response policies with its stakeholders,
and to ultimately realize a sustainable environment and society.

Chapter II

Relationships with Stakeholders

1. Shareholders(1) Securing the Rights and Equal Treatment of Shareholders
 The Company treats all shareholders equally relative to the number of shares owned. The
Company takes fair measures to fully secure shareholder rights and ensure appropriate
exercise of voting rights in accordance with laws and regulations.
 The Company discloses information appropriately on a timely basis to avoid information
disparity.
 The Company prepares English translations of the notice of convocation of the General
Meeting of Shareholders and other major disclosure materials.
(2) General Meeting of Shareholders
The Company secures an environment that enables shareholders to exercise their rights
appropriately and have constructive dialogue with the Company at the General Meeting of
Shareholder based on the following policies: Provide accurate information to shareholders, including detailed agenda items given in the
convocation notice, in order to facilitate their decision-making process; Avoid holding the General Meeting of Shareholders on so-called “date of highest
concentration of general meetings”;
2Send the convocation notice as early as possible to give shareholders sufficient time to
examine the agenda (in principle at least three weeks before the date of the meeting). The
Company also discloses the notice on the websites of the Tokyo Stock Exchange and theCompany prior to the dispatch.
 Enhance shareholders’ convenience in exercising voting rights through electronic voting
via the Internet or the use of the Electronic Voting Platform.
(3) Basic Strategy for Capital Policy In venture/ buyout investment, the holding period to exit is usually very long. Dependingon the business environment, achieving planned exit for each investment may remaindifficult for some time. Taking this nature into account, the Company’s basic policy is tomake investments within the scope of its shareholders’ equity.
 In principle, the Company makes investments through funds that it manages. The Company
believes that repeating a cycle of making capital commitments, increasing investment
values and reaping returns from funds allows it to further enhance corporate value.
 The Company will ensure a good balance between continuous shareholder returns andenhancing shareholders’ equity, which is necessary for a long lasting investment business.
The Company has determined a policy on our future shareholder returns based on thisconcept. As an indicator of future dividend payouts, it has also set a target at the greater of
3% of shareholders’ equity per share, excluding valuation difference on listed shares, basedon initial and term-end average value, or 50% of net income for the period.
 The Board of Directors makes decisions on capital policy that may result in a change ofcontrol, etc. after due discussion on the necessity and rationale, while paying carefulattention to the conflict of interest with existing shareholders. The Company shall provide
sufficient explanation to shareholders about the capital policy and ensure appropriate
procedures in compliance with laws and regulations.
(4) Cross-Shareholdings
 The Company will not acquire additional cross-holding shares in other listed companies,
except in the following cases:(i) When it determines that the holding would be beneficial in maintaining andstrengthening a cooperative business relationship with the counterparty;(ii) When it determines that the value of the shares would be financially beneficial for
the Company.
 The Board of Directors regularly examines the appropriateness of existing crossshareholdings. When it determines that the continuous shareholding lacks rationale after
reviewing the risks and returns from a medium- to long-term perspective as well as theobjectives given above, the Company will make efforts to sell such stock to the extent
possible.
 When executing voting rights regarding cross-shareholdings, the Company decides whether
to vote for or against the proposal by taking into account the counterparty’s situation andafter discussing whether or not the proposal would contribute to higher corporate value ofthe counterparty over the medium to long term.
(5) Anti-Takeover Measures
 The Company does not introduce any anti-takeover measures.
 In the case of a tender offer made to the Company, the Board of Directors will announce
its opinion after carefully examining the purpose and details of the offer. The Board of
Directors proposes appropriate countermeasures only when it is deemed necessary tomaintain and boost the Company’s corporate value. It will ensure that the proposal does
not impair shareholders’ rights to apply to the offer.
3

(6) Related Party Transactions
 The Company shall engage in transactions with its executive members only with the priorapproval of the Board of Directors (and the Board-Audit Committee if applicable) and inaccordance with laws and regulations.
 The Company shall engage in transactions with affiliated firms or major shareholders(including their subsidiaries) on fair terms and conditions with due consideration to market
quotations, etc. The Board of Directors, representative directors or other applicablecorporate bodies will evaluate and approve such transactions based on the detail andamount.
(7) Policy for Constructive Dialogue with Shareholders
The Company has set a policy for constructive dialogue with shareholders as shown in
Exhibit 1.
2. Employees(1) Action guidelines
The Company has set the “Values” as action guidelines for JAFCO and its members as shownin Exhibit 2.
As a “Co-founder” of leading-edge startup companies, the Company aims to be an advancedrole model in terms of organization and workstyle. It also embraces reforms to enable each
employee to experience personal growth and job satisfaction.
(2) Investment in human capital The Company has introduced the partnership model with the aim of becoming aprofessional group where each employee thinks and acts proactively in an open and flatorganization, consisting of investment divisions centered around Partners and otherdivisions. Prioritizing the recruitment and development of next-generation humanresources who will succeed its mission as the most important theme, the Company willfurther promote investment in human capital.
 The Company had consistently placed importance on new graduate hiring and developing
personnel through on-the-job training. In line with changes in the business environment
and values in recent years, there is an increasing need to recruit personnel with diverse
career backgrounds widely from external sources. Therefore, in addition to the annual
recruitment of new graduates, the Company will actively implement mid-career
recruitment to diversify human resources.
 The Company provides employees with opportunities and support to broaden experienceand acquire expertise to allow them to enhance their professional skills. Employees are also
encouraged to have side businesses.
 The Company will continue to take initiatives to increase individual employee engagement.
As part of such efforts, it has introduced a scheme to allow employees to invest in JAFCOoperated funds.
 The Company has introduced a complete flextime system, allowing each employee tochoose working hours and locations in accordance with their respective lifestyles. Flexible
work styles create an environment that facilitates balance between work and childcare/elderly care, carve out time for self-improvement and refreshment, and eventually allow
the Company to leverage the diversity of employees. It will continue to invest in IT
infrastructure to improve remote working environment.
(3) Diversity
 As the business environment surrounding the Company dramatically changes, it requires
4increasingly diverse perspective to invest in start-ups that are working to address diverse
social needs and issues. To this end, the Company accepts and respects diverse perspectives
and values of employees, irrespective of gender, nationality, age, etc.
 For each division, the Company will promote diversity-focused recruitment andappointment to management positions. In particular, the Company recognizes that a small
number of women among venture capitalists in the investment divisions is an outstanding
issue, and the Company plans to undertake aggressive recruitment to this end.
(4) Whistleblowing The Company implements and operates the JAFCO hotline as a means for the members of
the Company and its subsidiaries (collectively the “Company Group”) to directly report to
the Company any conduct that is in violation of, or risks violating, laws and regulations.
 The JAFCO hotline contacts include an independent director (a member of the Board-Audit
Committee) in addition to the compliance officer and other internal contacts.
3. Fund Investors
The fund investors are customers and business partners of the Company. The Company
makes every effort to improve fund performance and maximize the value of assets undermanagement entrusted by the investors. It provides support for the growth of portfolio
companies by cooperating with the investors under the common goal of improving fundperformance.
 The Company provides periodic management reports to the investors to ensure
management transparency.
 The Company makes every effort to avoid conflicts of interest in the course of managing
funds. In case of a possible conflict of interest, appropriate measures will be taken withdue consideration to fairness.


4. Portfolio Companies
The Company creates new businesses with portfolio companies. It not only makes
investments necessary to make the businesses successful, it also provides various support
in line with the status and growth of portfolio companies.
 Beyond the role of an investor, the Company will work with portfolio companies on theirbusinesses as a “Co-Founder.” It will incorporate the concept of ESG investment into its
investment activity, including pre-investment assessment/ analysis and deep discussions
and specific support that go beyond the framework of engagement with portfolio companies.


5. Society
Through venture/ buyout investments, the Company supports the launch and growth ofbusinesses needed in the society. As a result, it introduces to the society innovativetechnologies that address social issues and new services that enrich people’s lives. Successand growth of its portfolio companies also allow creation of new employment opportunities.
The Company thereby contributes to realization of a sustainable, better society anddevelopment of the Japanese venture ecosystem.

Chapter III

Appropriate Information Disclosure5

1. Full Disclosure(1) Statutory Disclosure
The Company shall make timely and appropriate disclosures of information that is beneficial
to users. The disclosure shall be in compliance with laws and regulations, including theCompanies Act, Financial Instruments and Exchange Act, and Timely Disclosure Rule of theTokyo Stock Exchange.
(2) Voluntary Disclosure
In addition to (1) above, the Company shall actively provide information that is deemed
important or helpful to understand the Company (except for personal information, customer
information and information that may violate the rights of others). The Company shall also
ensure fair disclosure of information.

Chapter IV Corporate Governance System
1. Organizational Structure
The Company has adopted the “company with board-audit committee” structure for its
corporate governance system and formed the Board-Audit Committee, the majority ofwhich are independent directors.
 Within the Board of Directors, the Directors serving as Board-Audit Committee members
who have voting rights shall audit and supervise business execution from an independentand objective standpoint. This thereby improves effective supervisory function of the Boardof Directors.


2. Roles and Responsibilities of the Board of Directors(1) Roles of the Board and Delegation to Management
 With due attention to its responsibilities to shareholders, the Board of Directors makes
important management decisions and supervises the execution of business with the aim ofachieving sustainable growth and enhancing corporate value of the Company Group.
 The Board of Directors holds a regular monthly meeting, in principle, and an extraordinary
meeting as necessary.
 Matters to be discussed at the Board of Directors meetings are set out in the Regulations
on the Board of Directors. The Company’s basic policy is that the Board of Directors,
including independent directors, makes decisions on important operational issues based on
thorough discussions. Therefore, the Company has no provision in the Articles ofIncorporation that delegates decisions on important operational matters to directors.
 The Investment Committee composed of the President and partners, etc. has an authority
to make investment decisions to allow quick decision-making. In the situation where aconflict of interest with JAFCO-managed funds may arise, such as in the case of investing
its own capital, not only the Investment Committee but also the Board of Directors examine
the case and make decisions.
 The decision-making authority on certain matters is delegated to the representative
directors or executive members/ partners in charge, depending on the content and degreeof importance, based on the Rules on Document Approval.
(2) CEO Succession Planning The Board of Directors decides the succession plan for the President position based on
6discussions by the Nomination and Remuneration Committee.
 Members of the Company build corporate management experience by getting involved in
the management of portfolio companies with a “Co-founder” mindset. Corporate officers,
partners and other key employees share the Company’s management issues throughparticipation in important internal meetings and join efforts to resolve these issues. The
Company also provides managerial personnel development training for selected employees.
(3) Executive Member/ Partner Remuneration
 The remuneration of directors (excluding directors serving as Board-Audit Committee
members), corporate officers and partners shall be decided by the Board of Directors after
deliberations by the Nomination and Remuneration Committee based on the “Policy for
Determination of Remuneration of Directors, etc.” as shown in the Exhibit 3. The decision
takes into account the Company’s business results, fund performance, and the degree ofindividual contribution.
 Monetary compensation for directors (excluding directors serving as Board-Audit
Committee members), corporate officers and partners shall consist of basic compensationand extraordinary compensation. Part of basic compensation for directors is linked to theCompany’s ordinary income and other business performance, and extraordinarycompensation additionally takes into account fund performance.
 In addition, from the perspective of improving the Company’s corporate value in themedium to long term, stock-based remuneration shall be paid to directors (excluding
Board-Audit Committee members and independent directors).
 The remuneration of directors serving as Board-Audit Committee members consists onlyof basic compensation excluding performance-linked portion, and there is no extraordinarycompensation nor stock-based remuneration. The remuneration system, which is not easily
affected by the Company’s performance, ensures their independence to the Company’s
management.
 The Board-Audit Committee expresses its opinion on directors’ remuneration at theGeneral Meeting of Shareholders when it deems it necessary.
(4) Executive Member/ Partner Appointment and Board of Directors Composition
 Directors and corporate officers are appointed by the Board of Directors based on
deliberations by the Nomination and Remuneration Committee.
 All directors (excluding directors serving as Board-Audit Committee members) are subject
to election/re-election every year at the General Meeting of Shareholders. The Board-Audit
Committee expresses its opinion on directors’ election/ dismissal at the General Meetingof Shareholders when it deems it necessary.
 The Company shall select director candidates who have business skills, insight, experience,and expertise to serve as a director to allow the Board of Directors to fully exercise its
operational and supervisory functions. The Company proactively selects suitable
candidates from diverse background regardless of gender and nationality.
 The Company shall select independent director candidates who have abundant experienceand deep insight into corporate management or specialist fields, and can be expected tofulfill the roles and responsibilities of an independent director. The selection is inaccordance with the Company’s “Standards for Independence of Independent Directors.”
 In a case where a director has caused the Company to incur a tremendous loss or operational
problems by committing a wrongful act, or violating laws, regulations, the Articles ofIncorporation or the Company’s internal rules, or has become difficult to execute duties byother reasons, such director shall be subject to dismissal proposal.
 A Partner is nominated with consensus of all partners and appointed upon the approval of7the Board of Directors based on deliberations by the Nomination and Remuneration
Committee.
 In principle, a majority of the Board of Directors are independent directors, and the Board
size shall be determined to allow high effectiveness in term of the Company’s scale andbusiness. The Company strives to ensure diversity in terms of gender, nationality, career
history, and age.
 The Company discloses major concurrent positions of directors in the notice of convocationof Annual General Meeting of Shareholders every year.
(5) Establishment of Internal Control and Risk Management Systems
 The Board of Directors sets the basic policy for the establishment of the Company Group’s
internal control system and supervises the implementation and operation of the internal
control and risk management systems.
 Important matters for timely disclosure require approval of the Board of Directors.
 The Company ensures compliance with laws and regulations through the appointment ofcompliance officer by the President and establishment of a compliance department.
3. Roles and Responsibilities of the Board-Audit Committee
The Board-Audit Committee utilizes the internal control system to audit and supervise thebusiness execution of directors. Independent directors shall comprise at least a majority of
the Board-Audit Committee members.
 In addition to the Board of Directors meeting, the Board-Audit Committee members attend
the Investment Committee and other important internal meetings on an as-needed basis andgive their opinions if necessary.
 In regular meetings with representative directors, including the Nomination andRemuneration Committee meetings, members of the Board-Audit Committee exchange
views, make requests if necessary, and develop greater mutual understanding.


4. Fiduciary Responsibilities
Directors and corporate officers fulfill their fiduciary responsibilities to shareholders based on
the recognition that the continuous improvement of fund performance leads to an increase in
the Company’s corporate value.
5. Independent Directors
As members of the Board of Directors and/or the Board-Audit Committee, independent
directors monitor and supervise the execution of business by directors from an independentand objective perspective.
(1) Roles and Responsibilities of Independent Directors
Independent directors take part in important management decision-making by utilizing
their respective experience and insight in enhancing the Company’s corporate value overthe medium to long term. They also supervise business execution and conflict of interest
from an independent standpoint and provide advice to the management by reflecting
views of stakeholders, including shareholders, fund investors and portfolio companies.
(2) Number of Independent Directors
Independent directors comprise at least a majority of the Board of Directors, in principle,
to further enhance effective corporate governance. The Company will make continuous
efforts to identify suitable candidates for independent directors.
8(3) Independence Standards
The Board of Directors has established the “Standards for Independence of Independent
Directors” as shown in the Exhibit 4 in reference to the independence criteria set out by
the Tokyo Stock Exchange. The Standards have been disclosed in the Company’s
Corporate Governance Report and the notice of convocation of the Annual General
Meeting of Shareholders.
6. External Auditor
The Board-Audit Committee re-evaluates the appointment of its external auditor every year
based on the “Policy on how to determine dismissal or non-reappointment of the external
auditor”.
 In considering appointment or re-appointment, the Board-Audit Committee shall obtainnecessary materials or reports from directors/ officers and the auditor, and review theexpertise and independence of the external auditor based on the following points:(i) The status of the execution of duties, the background and track record of audit
members in charge, and the composition of the audit team;(ii) Adequacy of remuneration(iii) Record of other transactions with the external auditor, and their details if any.


The Board of Directors and the Board-Audit Committee shall:(i) in consultation with the external auditor, give adequate and reasonable time to ensurehigh quality audits.
(ii) in consultation with the external auditor, arrange meetings to exchange views with thesenior management of the Company.
(iii) ensure effective communication among the external auditor, the Board-Audit
Committee and the internal audit division by providing opportunities to exchange
views regularly.
(iv) make efforts to resolve flaws or problems pointed out by the external auditor, if any.

7. Nomination and Remuneration Committee
In deciding important matters related to the nomination and remuneration of directors,
corporate officers, partners and presidents of major subsidiaries (including a successionplan), the Nomination and Remuneration Committee carries out prior deliberations, basedon which the Board of Directors carries out discussions and makes final decisions.
 The Nomination and Remuneration Committee consists of all independent directors andthe President, and at least the majority of the members are independent directors to ensure
its independence, objectivity, and fairness.
 The chairperson of the Nomination and Remuneration Committee shall be selected fromthe committee members who are independent directors.


8. Board Effectiveness
The Board of Directors analyzes and evaluates its effectiveness every year and discloses thesummary of the result.
9. Deliberations of the Board of Directors MeetingThe year-round schedule and anticipated agenda are notified in advance to directors.
9Materials for board meetings will be distributed in advance, and independent directors will
receive an advance briefing on the agenda in principle.
 Deliberation time will be set in accordance with agenda items to ensure necessary andsufficient discussions.


10. Information Gathering and Support Structure(1) Information Gathering Directors, including independent directors, seek information from relevant departments asnecessary.
 Independent directors acting as the Board-Audit Committee members exchange and share
information at the meeting of the committee.
 The Board-Audit Committee, in principle, shall appoint one full-time member. The
committee shall communicate and coordinate with the management and cooperate with theinternal audit division and the external auditor by requesting the management to assign
assistant employees, as necessary. Through these measures, it builds a framework to allow
cooperation with independent directors serving as the Board-Audit Committee members
and retains its information gathering capacity.
 The Board-Audit Committee shall assign one member responsible for obtaining reports
from directors and employees and examining the state of operations and assets, including
those of the Company’s subsidiaries.
 The Board-Audit Committee shall have opportunities to discuss and exchange informationand opinions with the external auditor. It reviews audit reports and audit plans and updates
itself with outstanding audit issues related to legal amendments, etc.
 The Board-Audit Committee shall assign one member responsible for holding interviews
with department heads on a regular basis.
 The representative directors shall exchange opinions with the Board-Audit Committee
members on a regular basis.
 Directors and corporate officers ensure opportunities for the Board-Audit Committee
members to attend important internal meetings.
 Directors, including independent directors, shall seek advice from outside professionals asnecessary.
 Regulations on Audits of the Board-Audit Committee contain a provision requiring theBoard-Audit Committee to take appropriate steps in the case of misconduct, including
recommending directors to establish an independent committee.
(2) Cooperation with Internal Audit The internal audit division reports internal audit results to the President and the BoardAudit Committee.
 The Board-Audit Committee conducts audits based on internal audit results when available.
 Based on discussions with the Board-Audit Committee, the internal audit division conducts
internal audits at the request of the committee and reports the result to the committee.
(3) Other Support Structure Directors or employees to assist the duties of the Board-Audit Committee will be assigned
as necessary, and personnel affairs of assistant employees will be discussed between
directors and the Board-Audit Committee.
 The Board-Audit Committee shall have the authority to give directions and orders to its
employee assistants in executing their assistant duties.

1011. Director Training
The Company provides and arranges training for directors necessary to fulfill their
responsibilities.
 A newly-appointed director will be given training on director responsibilities and corporate
governance requirements, and will be provided continuous training on legal revisions, etc..
 An independent director will receive an explanation about the Company’s business whenassuming office, and will be provided information on management issues etc., as necessary.


Chapter V Others
1. Revisions
This Policy shall be revised by the resolution of the Board of Directors.

Enacted as of September 25, 2015
Amended as of:March 8, 2017
November 14, 2018
December 8, 2021
February 1, 2023

June 14, 2017
June 18, 2019
June 1, 2022
June 20, 2023

11

April 20, 2018
February 10, 2021
June 21, 2022
June 18, 2024

Exhibit 1
Policy regarding a Structure/ Measures
to Promote Constructive Dialogue with Shareholders



















The Company holds constructive dialogue with shareholders and other investors throughinvestor relations to enhance its corporate value over the medium to long term.
The executive member in charge of administration manages investor relations, and the IR teamof the administration division carries out investor relation activities based on close cooperation
with relevant internal departments.
The Company holds an information meeting for institutional investors every six months, inwhich the President gives an explanation of the financial results. The summary andpresentation materials of the meeting are disclosed on the Company’s website.
In principle, the director/ executive member in charge of administration shall, to the extent
reasonable, attend individual meetings with institutional investors. The Company also makes
efforts to provide opportunities for dialogue between independent directors and institutional
investors.
The Company arranges opportunities for the President, etc. to have dialogue with foreign
investors during their regular overseas visits for IR purposes.
The Company will hold meetings with its domestic and foreign institutional shareholders on
an ongoing basis to help them deepen their understanding of its management policy andbusiness strategy, and also to better grasp their views on exercising voting rights.
The Company makes efforts to enhance information disclosure about the Company’s
management policy, investment activity and financial conditions, as well as investor relations
materials, through its website. The Company will work to enhance the content of the
convocation notice of the General Meeting of Shareholders to provide accurate information toshareholders. Such information will also be provided in English to the extent possible
depending on importance.
The opinions or suggestions obtained through dialogue with investors will be given as
feedback to executive members as necessary, and be reported at the Board of Directors meeting
to be utilized for the Company’s future management.
The Company appropriately controls the insider information in accordance with the internal
rules to prevent external leaks.

12

Exhibit 2
ValuesOwn it and see it throughPrivate equity investment for us represents a collaborative effort involving our portfolio
companies, limited partners, and shareholders. While shouldering this responsibility, we
believe that engaging with entrepreneurs and business owners who have dedicated their lives
to creating and nurturing businesses requires that we engage with the utmost resolution anddetermination. We will be proactive in all we do, driven by our personal resolve, taking
responsibility in every challenge and difficulty, and persevering until the end without giving
up.

Move faster, dive deeper, reach higher
In order to consistently achieve excellence in this rapidly changing world, it's important that
we strive for continuous growth and avoid imposing limitations on ourselves. By maintaining
a forward-thinking mindset, discerning the essence of situations, and carefully evaluating all
available options, we will strive to reach new heights and improve our capabilities.

Draw on differences to ignite creativity
In order to create greater or entirely new value, it's essential that we bring together the various
strengths both within and outside of JAFCO. By valuing the unique experiences, perspectives,
and wisdom of our members and leveraging these differences to their fullest extent, we willbuild a robust organization ready to achieve the next success together.

Be pioneers, stand for integrity
We have weathered the storms of the world time and again, even before venture capital gained
prominence in Japan, forging our own unique path with a pioneering spirit. Upholding thisfrontier drive, we will fearlessly and with unwavering integrity, continue to embrace newchallenges in developing new markets.

13

Exhibit 3
Policy for Determination of Remuneration of Directors, etc.

The Company has established the Nomination and Remuneration Committee composed ofindependent directors and the president to strengthen corporate governance and enhance
fairness, transparency and objectivity in procedures related to nomination and remuneration of
directors, corporate officers and partners (hereinafter “Directors, etc.”). Based on the results ofdeliberations by the Committee, the Company determines the policy for deciding remunerationof Directors, etc. at the Board of Directors meeting.
Basic Policy on Remuneration of Directors, etc.
 The levels and structure of remuneration shall be sufficient to attract, retain, and motivatecompetent personnel for the realization of the Company’s purpose of “Fueling perpetual
growth; investing in bold visions” and its mission of “Commit to new business creation andjointly shape the future.” Remuneration shall motivate our Directors, etc. to commit to an increase in corporate value
and the improvement of not only short-term financial results, but also medium- to longterm results.
 Given the Company’s business nature of being an investment company managing funds
investing in unlisted companies, the remuneration of Directors, etc. executing company
business shall reflect fund management performance.
 With the aim of gaining stakeholders’ trust, the remuneration plan shall be transparent, fairand rationalized, determined through an appropriate and transparent process.
 The plan shall also be designed to prevent fraud and over-emphasis on short-term
performance.
Remuneration of Directors (excluding Board-Audit Committee members)
The remuneration of directors (excluding Board-Audit Committee members) is determined by the
Board of Directors based on deliberations by the Nomination and Remuneration Committee. The
monetary compensation of directors (excluding Board-Audit Committee members) shall consist ofbasic compensation and extraordinary compensation. Part of basic compensation is linked to theCompany’s ordinary income and other business performance, and extraordinary compensation
additionally takes into account fund performance. In addition, from the perspective of improving theCompany’s corporate value in the medium to long term, stock-based remuneration shall be paid to
directors (excluding Board-Audit Committee members and independent directors).
As an investment company managing highly volatile venture and buyout investment funds, the levelof compensation shall reflect the amount of assets under management, the Company’s businessperformance as a result of asset management, and shareholder value and be appropriate for securinghighly capable human resources.
The maximum total amount of monetary compensation of directors (excluding Board-Audit
Committee members) shall be within ¥600 million per annum (based on a resolution of the 43rd
Annual General Meeting of Shareholders held on June 16, 2015; the number of directors (excluding
Board-Audit Committee members) as of the end of this Annual General Meeting of Shareholders
mentioned above was six).
As stock-based remuneration to be paid to directors (excluding Board-Audit Committee members
and independent directors), the total amount of monetary claims for granting transfer-restricted14

shares (hereinafter referred to as “Restricted Stocks”) shall be no more than ¥300 million, and thetotal number of the Company’s common shares to be issued or disposed of as transfer-restricted
shares shall be within 300,000 shares per year (based on a resolution of the 50th Annual General
Meeting of Shareholders held on June 21, 2022; the number of directors (excluding Board-Audit
Committee members and independent directors) as of the end of this Annual General Meeting of
Shareholders mentioned above is two).
(Outline of directors’ monetary compensation)
Basic compensation Fixed monetary remuneration paid monthly, determined by importance of(fixed)roles and responsible areas of each job position, years in service, etc.
Basic compensation Monetary remuneration paid monthly, determined once a year, in(performanceprinciple, by the Board of Directors on a scale of 1 to 5 by reflecting
linked)short-term results based on the comparison of the Company’s profit levels(capital gains, net additions to investment loss reserves, ordinary income,etc.) and its details for the preceding fiscal year with the past results. A
standard percentage of performance-linked basic compensation in total
basic compensation is about 20%, and the relevant portion increases/
decreases within a range of 30% based on the above 5-point scale.
Extraordinary
The year-on-year increase/ decrease in percentage terms of extraordinarycompensationcompensation level for each position is determined by the Board of(performanceDirectors based on the year-on-year comparison of ordinary income, core
linked)income (amount of management fees subtracted by SG&A expenses),unrealized gains, fund performance, which is a major management index
over the medium- to long-term, and total fund commitments. The amountis then determined by the Board of Directors by taking into account theirjob responsibilities and the degree of contribution, and paid to eachdirector once a year. Extraordinary compensation may not be paid when
the Company’ performance deteriorates sharply.
(Outline of stock-based remuneration)
In order to provide incentives to continuously improve the corporate value of the Company and tofurther share the value with shareholders, the Company shall pay a remuneration for granting
transfer-restricted shares to directors (excluding Board-Audit Committee members and independent
directors; hereinafter referred to as the “Eligible Directors”).
The outline of the restricted-stock remuneration plan is as shown below.
Granting of
The Company shall grant transfer-restricted shares (hereinafter the "AllottedtransferShares") in an amount determined by the Board of Directors of the Company
restrictedbased on a base amount corresponding to the positions of the Eligible Directors
sharesand a comparison of the Company's stock price growth rate and the TOPIX(Tokyo Stock Price Index) growth rate for a certain period of time prior to the
grant.

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Transfer
restriction
periodTransfer
restriction
periodAcquisitionof theAllotted
Shareswithout
consideration

The number of the Allotted Shares granted to the Eligible Directors shall be no
more than the maximum of 300,000 shares per year as approved at the Annual
General Meeting of Shareholders held on June 21, 2022.
From the allotment date to the time of retirement or resignation from director orother position of the Company or its subsidiaries as determined in advance by theCompany’s board of Directors.
Provided, however, if the time immediately after such retirement or resignation isprior to the date after a lapse of three months since the end of the fiscal year
within which the date of the allotment of the Allotted Shares falls, the end of theTransfer Restriction Period may be adjusted to a reasonable extent.
(1) On the condition that the Eligible Directors continue to hold their position as
director or other position of the Company or its subsidiary, as determined inadvance by Company’s Board of Directors, during a period of time determined inadvance by Company’s Board of Directors (the "Service Period"), the Company
shall remove the Transfer Restriction as of the expiration of the Transfer
Restriction Period. Provided, however, that: (a) if an Eligible Director retires orresigns from his or her position as director or other position of the Company or its
subsidiary, as determined in advance by Company’s Board of Directors, before theexpiration of the Service Period for justifiable reasons; or (b) if an Eligible
Director resigns or retires from his or her position as director or other position of
the Company or its subsidiary, as determined in advance by Company’s Board of
Directors for any reason other than justifiable reasons even after the expiration of
the Service Period, the number of the Allotted Shares to be removed from Transfer
Restriction and the timing of the removal of Transfer Restriction shall bereasonably adjusted as necessary.
(2) If any matter relating to a merger agreement under which the Company
becomes the disappearing company, contract of share exchange, share transfer
plan, or any other reorganization in which the Company becomes a wholly-owned
subsidiary is approved at a General Meeting of Shareholders of the Company(provided, however, that if the approval of such reorganization is not required by
the General Meeting of Shareholders of the Company, the Board of Directors of
the Company) during the Transfer Restriction Period, the Company shall, byresolution of the Board of Directors of the Company, remove the Transfer
Restriction with respect to the number of Allotted Shares reasonably determinedbased on the period from the commencement date of the Transfer Restriction
Period until the effective date of such reorganization, etc., prior to the effective
date of such reorganization, etc.
(1) The Company shall acquire, without consideration, the Allotted Shares, forwhich the Transfer Restriction has not been removed immediately after theremoval of the Transfer Restriction pursuant to the “Removal of transfer
restriction” above, as a matter of course.
(2) If an Eligible Director resigns or retires from his or her position as director orother position of the Company or its subsidiary, as determined in advance byCompany’s Board of Directors, before the expiration of the Service Period, theCompany shall acquire the Allotted Shares without consideration as a matter ofcourse, unless there are reasonable grounds for the retirement or resignation suchas the expiration of the term of office or the death of the Eligible Director.
(3) If the Board of Directors of the Company recognizes that an Eligible Director
has violated laws, regulations, internal rules or the Allotment Agreement in any
material respect during the Transfer Restriction Period, or in the case of certain
grounds set forth in the Allotment Agreement, the Company shall acquire, without
consideration, all of the Allotted Shares held by the Eligible Director at therelevant time as a matter of course.

The standard ratio of the performance-linked portion of monetary compensation (the sum of theperformance-linked basic compensation and extraordinary compensation) and stock-based
remuneration to total compensation for directors is approximately one-third, respectively.
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In introducing stock-related remuneration, the Company will partially reduce monetarycompensation paid prior to the introduction based on a review of its level, and then pay the
restricted-stock remuneration in the ratio shown above as a guideline.
As a result, the ratio of fixed compensation to performance-linked compensation (performancelinked monetary compensation and stock-based remuneration) in total compensation for directors isapproximately 1:2.

Remuneration of Directors serving as Board-Audit Committee members
The remuneration of directors serving as Board-Audit Committee members shall be within ¥300
million per annum (based on a resolution of the 43rd Annual General Meeting of Shareholders heldon June 16, 2015).
Note: The number of directors serving as Board-Audit Committee members as of the end of thisAnnual General Meeting of Shareholders mentioned above was four.
The remuneration of directors serving as Board-Audit Committee members is determined throughdiscussions between the Board-Audit Committee members. The remuneration of directors serving as
Board-Audit Committee members consists only of basic compensation excluding performancelinked portion, and there is no extraordinary compensation nor stock-based remuneration. The
remuneration system, which is not easily affected by the Company’s performance, ensures their
independence to the Company’s management.
The Articles of Incorporation of the Company do not stipulate that decisions on the execution ofimportant business can be delegated to directors. Such decisions are made based on thoroughdiscussions by the Board of Directors, including independent directors serving as Board-Audit
Committee members. The level of remuneration for directors serving as Board-Audit Committee
members is set by taking into account their involvement in important management decision-making
and their duties of supervising business execution.
Remuneration of Corporate Officers and Partners
Remuneration of corporate officers and partners is determined by the Board of Directors based on
deliberations by the Nomination and Remuneration Committee, as in the case of directors (excluding
directors serving as Board-Audit Committee members). Monetary remuneration of corporate officers
and partners consists of basic compensation and extraordinary compensation. The amount of
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extraordinary compensation is determined by taking into account the Company’s business results
and fund performance and reflecting their respective degree of contributions, etc.
The Company also provides corporate officers restricted-stock remuneration with the similar details
as those for directors (excluding Board-Audit Committee members and independent directors) as
stock-based remuneration.

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Exhibit 4
Standards for Independence of Independent Directors
In order to ensure the independence from JAFCO Group Co., Ltd. (the “Company”), independent
directors of the Company shall satisfy the following criteria:(1) An independent director is not, and has not been in the past ten (10) years, an officer (limited
to persons executing business) or employee of the Company or any of its subsidiaries (collectively
referred to as the “Company Group”).
(2) An independent director is not, and has not been in the past three (3) years, any of thefollowing:
1) A person executing business (*1) of another company at which a person executing businessof the Company serves, or has served in the past three (3) years, as a director or officer.
2) A major shareholder (a shareholder holding 10% or more of the voting rights directly or
indirectly) of the Company or a person executing business of that shareholder.
3) A partner at the external auditor of the Company or an employee engaged in auditing of
the Company at the same.
4) A person executing business of a major lender of the Company (*2).
5) A person executing business of a major business partner of the Company Group (*3).
6) An expert in a field such as legal matters, accounting or taxation, a consultant or other such
person receiving remuneration from the Company Group in excess of ¥10 million per year
outside of remuneration for officers.
7) A partner or a person executing business of an organization such as a corporation or an
association that provides services for legal matters, accounting, taxation or consulting, orother specialist services, where the organization is deemed as a major business partner.
8) A person executing business of an organization that receives a donation exceeding a certain
amount (*4) from the Company Group.
(3) A person who is a spouse or a relative within the second degree of kinship of, or who sharesliving expenses with, an independent director is none of the following (excluding persons without
importance):
1) A person who executes business of the Company Group or has done so in the past three(3) years.
2) A person to whom any of the above (2) 1) to 8) applies.
(Notes)*1 A person executing business is an executive director, an executive officer (shikkoyaku), an
administrative officer (riji), or other such equivalent manager (limited to persons executing business)or an important employee such as a corporate officer.
*2 A major lender of the Company is a lender of an amount equivalent to at least 2% of consolidated total
assets.
*3 A major business partner of the Company Group is a business partner whose transactions with theCompany Group were equivalent to more than 2% of that business partner’s annual consolidated net
sales in its last fiscal year.
*4 A donation exceeding a certain amount is a donation to an organization exceeding an amount in a yearof ¥10 million or 2% of the relevant organization’s total revenue or ordinary income, whichever is thelarger.

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