Corporate Governance Report
Last Update: June 27, 2024

NOF CORPORATION
Koji Sawamura, President and Chief Executive Officer
Contact: Corporate Communications Dept.
Securities Code: 4403
https://www.nof.co.jp/english
The corporate governance of NOF CORPORATION (the “Company”) is described below.

I.

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

1. Basic Views
Under the corporate philosophy of “contributing to humanity and society as a corporate group that creates
new value through the power of chemistry, from the biosphere to outer space,” the NOF Group (the “Group”)
aims to realize stable and sustainable growth and development, as well as to continue to be a company valuedby all kinds of stakeholders through fulfilling its corporate social responsibility as a member of our society,such as by protecting the natural environment and securing health and safety, in addition to compliance.
In order to respond precisely to changes in the business environment and the intensifying competition between
companies, the Group strives to speed up management decisions and, from the perspective of securingtransparency and improving accountability, recognizes that the strengthening of corporate governance is an
important issue, and endeavors to secure the effectiveness thereof.
[Reasons for Not Implementing the Principles of the Corporate Governance Code](Applied Code)The information in this report is based on the revised code issued in June 2021. The Company implements all
the principles of the Corporate Governance Code.
[Disclosure Based on the Principles of the Corporate Governance Code] Updated[Principle 1.4 So-called Strategic Shareholdings](Policy on Strategic Shareholdings)
In order to improve the Company’s corporate value over the mid- to long-term by maintaining and enforcing
smooth business operations and business relationships, the Company holds shares for strategic purposes only
when it is deemed reasonable, after comprehensively considering factors such as risks of holding and thecapital cost. Under the basic policy of reducing strategic shareholdings for which the significance of holding
is deemed to have diminished, each year, strategic shareholdings shall be individually examined by the Boardof Directors, who will review the appropriateness of continuing the holding. As a result of the above review,
the Company sold and reduced a portion of its strategic shareholdings in fiscal 2023. The Company will
promote the reduction, aiming for a ratio of consolidated cross-shareholdings to net assets of 15% or less by
the end of fiscal 2025.
(Standards regarding Exercising of Voting Rights pertaining to Strategic Shareholdings)
Regarding the exercising of voting rights pertaining to strategic shareholdings, the Company shall exercise
its voting rights, based on the premise that it would contribute to the Company’s interests, after
comprehensively considering whether each proposal contributes to the sustainable growth and mid- to longterm improvement of the investee company’s corporate value, whether it would not damage shareholder value,-1-

etc. The Company shall review proposals submitted at the General Meeting of Shareholders, and make thefinal judgment of approval or disapproval after examining each proposal individually for proposals that
demonstrate the following.
(1) A proposal deemed to be problematic from the standpoint of securing the company’s corporate
governance function(2) A proposal deemed to possibly damage shareholder value(3) A proposal on a dividend payout ratio which is deemed to be continuously low without sufficient
explanation, or which is extremely high and may potentially have a negative impact on financial
soundness[Supplementary Principle 1.4]
(Response to Intentions of Holders of Strategic Shares to Sell the Company’s Shares, etc.)(1) If a shareholder who holds the Company’s shares as strategic shareholdings indicates his/her intention
to sell the Company’s shares, etc., the Company shall not prevent the sale of the strategic shares by, forinstance, implying a possible reduction of business transaction.
(2) The Company shall not engage in any transaction with a holder of the Company’s shares as strategic
shareholdings that would damage the interests of the companies or the common interests of theirshareholders by, for instance, continuing the transaction without adequately examining the underlying
economic rationale.
[Principle 1.7 Related Party Transactions]
A transaction between the Company and its Directors that involves a conflict of interest or is a self-dealingtransaction requires approval by the Board of Directors, as stated in the “Rules of the Board of Directors.” As
the Company does not currently have a parent company or a major shareholder who holds 10% or more of
the Company’s shares, the procedures for approval when conducting a transaction with such a shareholder
has not been stipulated.
[Principle 2.1 Formulating a Corporate Philosophy that Serves as the Basis for Mid- to Long-term
Improvement in Corporate Value]
The “Corporate Philosophy,” which presents the Mission and Vision as the basis for all business activities of
the NOF Group, and the “Values,” which spell out what must be upheld while putting the Corporate
Philosophy into practice, are as follows.
[Corporate Philosophy]
The NOF Group is dedicated to contributing to humanity and society as a corporate group that creates newvalue through the power of chemistry, from the biosphere to outer space.
[Values]“Challenge,” “Fairness,” “Harmony”[Principle 2.2 Formulation and Implementation of Corporate Rules of Conduct]
The Code of Conduct of the Group is as follows.
[Code of Conduct]
1. Provide the highest quality products and services globally for the development of humanity and society.
2. Leverage the group’s collective strengths to develop cutting-edge technologies and products that create
new value across a wide range of fields.
3. Take on ambitious challenges to achieve personal growth and a fulfilling lifestyle.
4. Respect diversity and act fairly with high ethical standards and good sense.
5. Be conscious of safety and being in harmony with the environment, while solving social issues by bringing
everyone’s strengths together.
[Supplementary Principle 2.3.1 Issues Surrounding Sustainability, Including Social and Environmental
Issues]The Group recognizes that matters concerning sustainability are our corporate social responsibility, and has
established a system in which all Directors, including Directors who concurrently serve as Audit andSupervisory Committee Members, participate in deliberations at the Sustainability Committee, which ischaired by the President and Chief Executive Officer.
After discussion at Strategic Meetings, which consist of Directors who concurrently serve as Operating
Officers and Operating Officers with a title, and the Sustainability Committee, specific matters concerning
sustainability have been identified as items of materiality (important issues) related to sustainability and-2-approved at Board of Directors meetings. Furthermore, the degree of importance is visualized by mapping
materiality (important issues) on two axes: the degree of impact on society and the degree of impact on the
Company. The lead divisions and divisions tasked with handling the materialities (important issues) draft
KPIs and numerical targets for each item, carry out their respective activities, and report the status and resultsof such activities to the Sustainability Committee. The Sustainability Committee evaluates items of materiality(important issues) and discusses KPIs, targets, and details of initiatives for important issues in order to aim
for the continuous improvement of activity levels, and the results of deliberations by the Committee arereconfirmed by the Board of Directors for appropriate supervision.
For
details,
pleaserefer
to“Materiality”
in“Sustainability”
onour
website(https://www.nof.co.jp/english/csr/materiality).
Moreover, under the above Corporate Philosophy, the Group has clearly codified respect for human rights in
its Basic CSR Policy and Code of Ethical Conduct and promotes its initiatives for respecting human rights.
In the course of developing its business on a global basis, the Group shall support and respect international
standards on human rights, including those established by the United Nations and the International Labour
Organization (ILO), and fulfill its responsibility for respecting human rights across all of its corporate
activities. To this end, the Group has established the NOF Group Human Rights Policy to push its efforts torespect Human Rights forward.
https://www.nof.co.jp/english/company/ethical[Principle 2.4.1 Ensuring Diversity in the Promotion of Core Human Resources]
The Company promotes diversity and inclusion based on the belief that acceptance and respect for diversity
will promote the creation of innovation.
“People” are what make up an entity, and it is important that diverse human resources of different specialties
and expertise collaborate, inspire each other and lift each other up. For this reason, the Company is promoting
diversity regardless of gender, nationality or whether they are new-graduates or mid-career workers when
promoting core human resources, recognizing that the vitality generated from diversity supports thedevelopment of our business.
[Approach to Diversity and Inclusion]
With the Code of Conduct, which constitutes our Corporate Philosophy structure, stating “Respect for
Diversity,” the Group strives to accept and respect diversity in the attributes of our people, such as nationality,
gender, race, and whether or not they have a disability. The Group aims to establish and is currently building
an organization in which willing and capable employees are properly evaluated in every aspect including
recruitment, treatment after recruitment and promotions, and are allowed to demonstrate their capabilities.
[Promotion of the active participation of women]
The Company actively recruits women and strives to enhance its workplace environment in which womencan play an active role. We are working to create diversity in work styles, including shortened working hours,
and in working conditions such as employment status and working location through various childcare andnursing care systems. Moreover, we will promote the improvement of the in-house environment in various
ways, such as by conducting training concerning the active participation of women for new-graduate
employees and newly appointed managers and effectively implementing skill development (*) according to
the individuality and occupation of each employee.
Target: Percentage of female new graduates recruited for career-track positions above 30%(We have reached this target continuously from fiscal 2016 to fiscal 2023)
More than triple the percentage of women in management positions by 2030 compared to the end of
fiscal 2021(*) For details, please refer to the Skill Development System clause of “(1) Investment in Human Capital” in[Supplementary Principle 3.1.3].
[Promotion of international human resources and experienced resources]
The Group recognizes the importance of securing superior human resources regardless of nationality, and,especially when expanding overseas business, we appropriately secure human resources, including therecruitment of experienced personnel. Our overseas Group companies (overseas subsidiaries) have been
hiring local employees and promoting them to management positions and will continue to proceed as a group
including local recruitment.
For experienced resources, the Company actively promotes the recruitment of human resources (career humanresources) who possess knowledge and experience necessary for the Company and their promotion to-3-management positions. We also hire mid-career employees in conjunction with business expansion and othercases.
The Company develops human resources and promotes human resources to management positions regardlessof nationality and career, and we have not set a target for the ratio of international human resources andexperienced resources in management positions.
[Principle 2.5 Whistle-blowing system]
The Company has established a whistle-blowing system that allows employees (including retired employees)
who have learned of an act that violates or may violate laws, regulations, the Code of Ethical Conduct, or theCompliance Manual, to report, either explicitly or anonymously, to the Compliance Committee Secretariat or
the Audit and Supervisory Committee (with the involvement of Directors or Operating Officers), which is theinternal contact point, or to the Compliance Hotline or outside attorneys-at-law as the external contact point(for harassment-related matters, a separate harassment hotline has been established, which can also be used
for reporting and consultation). The whistleblower/consulter will be treated confidentially, and will not betreated unfavorably on the grounds that they have blown the whistle and consulted.
In addition, this system and the contact points are regularly communicated within the Group, and the Company
carefully investigates the facts of any report promptly without searching for the whistleblower, and takes thenecessary corrective actions and measures to prevent recurrence.
[Principle 2.6 Roles of Corporate Pension Funds as Asset Owners]
Regarding the Company’s contract-type defined benefit corporate pension plan, the Company establishes an
Asset Management Committee chaired by the General Manager of the Human Resources & General Affairs
Department and stipulates basic policies regarding the management of pension assets. In addition, theCompany formulates its policy asset mix from a mid- to long-term perspective by utilizing ALM for pension
funds, and the Human Resources & General Affairs Department periodically receives information from trustbanks and life insurance companies, which are asset managers, monitors the management status, and reviews
composition ratios as necessary. All of the asset managers that the Company has entrusted its funds to havedeclared their acceptance of Japan’s Stewardship Code, and the Company delegates the exercising of voting
rights to these asset managers.
[Principle 3.1 Enhancement of Information Disclosure](1) The Company’s Corporate Strategy, Management Plan
Based on the Corporate Philosophy, Values, and Code of Conduct stated in [Principle 2.1 Formulating a
Corporate Philosophy that Serves as the Basis for Mid- to Long-term Improvement in Corporate Value] and[Principle 2.2 Formulation and Implementation of Corporate Rules of Conduct], the Company strives toprovide new value to realize a prosperous and sustainable society.
As long-term challenges become increasingly serious on a global scale, such as global warming, foodshortages due to rising populations, and the depletion of resources and energy, there are more and more
expectations for innovations in the field of chemical materials to solve these challenges and move toward asustainable society. To respond to these challenges, the Group is engaged in the development of newtechnologies and products in its three prioritized business fields of “life/healthcare,” “environment/energy”
and “electronics/IT.”
The overview of “NOF VISION 2030,” which was formulated as a strategic policy for the future, is disclosed
in the “Medium-term management plan” (https://www.nof.co.jp/english/ir/mid-term-management-plan) in“Investor Relations” of the Company’s website.
(2) Basic Views and Basic Policy on Corporate Governance
Please refer to the information stated in “Basic Views” in I-1 of this report.
(3) Policy and Procedures for the Board of Directors in the Determination of Compensation for Management
Team Executives and Directors
Please refer to the Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods
stated in “Organizational Composition and Operation [Director Remuneration]” in II. 1. of this report.
(4) Policy and Procedures for the Board of Directors in the Election and Dismissal of Management Team
Executives, and Nomination of Candidates for Directors and Directors who are Audit and Supervisory
Committee Members-4-In the election of management team executives and nomination of candidates for Directors and Directors who
are Audit and Supervisory Committee Members, the Company’s policy is to make a comprehensive
assessment of each candidate’s knowledge, experience, character and insight, etc., and elect or nominate aperson deemed suitable to fulfill the position’s duties and responsibilities. Based on this policy, candidates for
Directors are determined by the Board of Directors after deliberation by the Nomination Committee, while
candidates for Directors who are Audit and Supervisory Committee Members are determined by the Board of
Directors after obtaining the approval of the Audit and Supervisory Committee. The Audit and Supervisory
Committee decides on opinions about the election and compensation for Directors other than Directors who
are Audit and Supervisory Committee Members.
In the case where an event which warrants the dismissal of a Director occurs (misconduct committed inviolation of laws and regulations or the Articles of Incorporation, lack of capabilities to fulfill duties andsignificant ineptitude, inability to execute duties due to deteriorated health, etc.), after deliberation by the
Nomination Committee, the Board of Directors will determine if the dismissal proposal of the Director shallbe approved.
(5) Board of Directors’ Explanation for Each Election, Dismissal and Nomination in the Election ofManagement Team Executives and Nomination of Candidates for Directors and Directors who are Audit
and Supervisory Committee Members based on (4) above
The reasons for the election of candidates for Directors and Directors who are Audit and Supervisory
Committee Members are stated in the Reference Documents for the General Meeting of Shareholders.
[Supplementary Principle 3.1.3 Sustainability Initiatives, Investment in Human Capital and Intellectual
Property, etc.]
Sustainability Initiatives
In order to grow sustainably with society, the Group is promoting initiatives to address materialities (important
issues) identified in recognition of emerging social issues and high-profile issues such as ESG. The initiatives
are described in [Supplementary Principle 2.3.1 Issues Surrounding Sustainability, Including Social andEnvironmental Issues] in this report.
Investment in Human Capital and Intellectual Property, etc.
(1) Investment in Human Capital
Our greatest asset is human resources, and we believe that investing in human resources is one of the coremeasures of our corporate activities. Under the basic philosophy that “a company is its people,” we will
actively carry out investing in human capital to support the growth of human resources who can embody the
NOF Group’s “Values” of “Challenge,” “Fairness,” and “Harmony,” and create new value. As part of this, we
put a skill development system in place that supports employees in taking on new challenges.
Our skill development system consists of training at the organizational level that responds to specificissues, task-specific training that responds to issues relating to expertise improvement and job
performance, and a self-improvement support program, supporting the skill development of employees invarious ways. In addition, the skill development system is updated in order to be consistent withmanagement issues and strategies based on discussions held at Human Resources Meetings, which consist
of Directors who concurrently serve as Operating Officers and Operating Officers with a title, and by the
Board of Directors.
In this way, we effectively promote skill development according to the individuality and occupation ofeach employee, and actively support employees to take on new challenges.
(2) Investment in Intellectual Property
 Basic Views
Aiming to create new value in the three business fields of “life/healthcare,” “environment/energy,” and“electronics/IT,” which we prioritize, we promote the development of new products and technologies andactively acquire patents for them. In addition, we respect intellectual property rights and focus on humanresource development.
 Status of Intellectual Property in the Three Prioritized Fields-5-

In the three prioritized fields, we are formulating intellectual property strategies based on our corporate
strategy and acquire the necessary patents. With the expansion of globalization of our business, the numberof patents held in the “life/healthcare” field has been increasing.
 Promotion of joint research and acquisition of patents
With the Corporate Philosophy of “contributing to humanity and society as a corporate group thatcreates new value through the power of chemistry, from the biosphere to outer space,” we are actively
promoting the discovery of promising themes and promotion of open innovation both within andoutside the Company to create new businesses.
Our research departments, including the Advanced Technology Research Lab. and I&S Department(Innovation & Solution Providing Department), play a central role in promoting the developmentof new products and technologies through joint research with industry, academia, and government,
and commissioned research, and acquires effective patents.
 Expansion of intellectual property human resources
We hire qualified patent attorneys and provide support in acquiring patent attorney qualifications inorder to enhance the expertise of the employees in charge. We also offer intellectual property training
for inventors to raise the level of intellectual property throughout the Company.
 Risk management
In order to respect the intellectual property rights of others and avoid disputes, we carry out regularpatent searches and ensure patent clearance.
Response to Climate Change
In response to climate change, which is an urgent issue shared by the entire world, the Group has set the
reduction of greenhouse gas emissions as one of the goals of its responsible care (RC) activities, and torespond to the carbon neutrality by 2050 declared by the government in October 2020 and its new targets to
reduce greenhouse gas emissions announced in April 2021, the Group announced its support for the Task
Force on Climate-related Financial Disclosures (TCFD) recommendations in April 2022, and set a goal for
the Group to achieve carbon neutrality by 2050.
The TCFD recommendations call for conducting a scenario analysis to understand how risks and opportunities
arising from climate change will affect the financial performance of companies. Based on the 1.5℃ and 2°Cscenarios, which could lead to a transition to a decarbonated society, and the 4°C scenario, in which climatechange progresses, the Group has identified transition and physical risks and opportunities pose by climatechange.
We plan the promotion of measures toward reducing greenhouse gas emissions in response to tighter domestic
and international regulations that we identified as transition risks under 1.5 ℃ and 2°C scenarios.
Furthermore, we are considering switching from petrochemical-based raw materials to plant-based raw
materials, including the use of biomass chemicals, in response to a sharp rise in raw material prices due to adecrease in the supply of petroleum, etc. and an increase in demand for biofuels.
To address the impact of torrential rains and typhoons as a result of climate change on production sites andsupply chains, which is identified as a physical risk under the 4°C scenario, we have formulated a business
continuity plan (BCP) in addition to strengthening disaster prevention measures for production sites.
We recognize that opportunities will expand the need for clean tech-related products that contribute to climatechange mitigation and adaption.
For information disclosure in line with TCFD recommendations, please refer to “Response to climate change(TCFD)” in “Sustainability” on the Company’s website. (https://www.nof.co.jp/english/csr)[Supplementary Principle 4.1.1 Overview of Scope of Board of Directors’ Delegation to Management Team]The Company has established internal regulations, and regarding decisions on business execution for mattersother than important management matters that are to be decided by the Board of Directors under laws andregulations and the Articles of Incorporation, the authority of decision-making is delegated to the management
team, in order to speed up the decision-making process.
[Supplementary Principle 4.2.2 Basic Policy on Initiatives Concerning Sustainability]
In order to make a more strategic approach to global social activities such as the environment that are related
to our business activities and corporate strategies, the Group holds regular meetings of the Sustainability
Committee, with the Corporate Communications Department serving as secretariat, to deliberate on policies
related to sustainability, selection of materialities (important issues) related to sustainability, mid- to long-6-

term plans, annual plans, evaluation of the results of activities, improvements based on the evaluation, andissues to be considered. The results of the deliberations have been approved by the Board of Directors.
[Principle 4.9 Standards for Determining Independence]
The standards for determining the independence of Outside Directors (including Outside Directors who are
Audit and Supervisory Committee Members; hereinafter collectively referred to as “Outside Officers”) of theCompany are as follows. In the selection of candidates for Outside Officers, the Company selects candidates
that fulfill the “Standards for Determination of the Independence of Outside Officers” as stipulated by theCompany, as well as standards stipulated by the Companies Act and the Tokyo Stock Exchange.
(Standards for Determination of the Independence of Outside Officers)
If none of the following apply to an Outside Officer, that Outside Officer is deemed to be independent.
(1) The Group is a major business partner of the person (a payment amount of 2% or more of the person’s
consolidated net sales in the most recent fiscal year were received from the Company) or is an executive
in such a party (Note 1)(2) The person is a major business partner of the Group (a payment amount of 2% or more of the Company’s
consolidated net sales in the most recent fiscal year were received from the person) or is an executive insuch a party (Note 1)(3) The person is a major borrower of the Group (an amount of 2% or more of the Company’s consolidated
total assets in the most recent fiscal year were lent to the Company by the person) or is an executive insuch a party (Note 1)(4) The person is a major shareholder of the Company (the person directly or indirectly possesses 10% ormore of the Company’s total voting rights) or is an executive in such a party (Note 1)(5) The person is a member of the auditing firm that is the Group’s Accounting Auditor(6) The person is an attorney-at-law, tax accountant, consultant, etc. that has received a large amount (Note2) of money or other financial benefit from the Group other than officer remuneration(7) The person has received a large amount (Note 2) of donations or support from the Group, or is a director
or executive in a company, union, or other organization to which this applies (Note 1)(8) The person who is an executive director (Note 3), a standing audit and supervisory committee member
or a standing corporate auditor of the Group, is concurrently an outside director or outside corporate
auditor of another company, and is an executive of the said company (Note 1)(9) Any of (1) through (8) above have applied within the past three years
Note 1:
Note 2:
Note 3:

Executives refer to executives as stipulated in the Regulation for Enforcement of the Companies
Act. This includes executive directors, executive officers, and other employees.
A large amount refers to an average of 10,000,000 yen per year over the past three fiscal years in
the case of individuals, or an amount exceeding 2% of the total consolidated net sales or incomeof a company, union, or other organization per year as an average over the past three fiscal years.
Executive directors refer to executive directors as stipulated in the Companies Act, and applies torepresentative directors and directors that execute the operations of a company.

[Supplementary Principle 4.10.1 Views on Independence, Authority and Role of the Nomination andCompensation Committee]
Please refer to the information stated in “Organizational Composition and Operation [Voluntary Establishmentof Nomination/Remuneration Committee] in II. 1. of this report.
[Supplementary Principle 4.11.1 Views on the Balance between Knowledge, Experience and Skills, as well
as Diversity and Scale of the Board as a Whole]
As a general rule, the Board of Directors of the Company shall be composed in a well-balanced manner,comprising a diverse group of Directors who have knowledge, experience and skills necessary in making
management decisions, in order to make appropriate and swift judgements. In selecting candidates for
Directors (excepting Directors who are members of the Audit and Supervisory Committee), the Nomination
Committee (chaired by an independent Outside Director with the majority of members being Outside
Directors) conducts deliberations on Board structure from the perspectives of “Harmony of overall Director
composition,” “Maintaining and improving diversity,” and “Maintaining the appropriate number ofmembers.” Furthermore, by selecting multiple independent Outside Directors with consideration of diversity
in Outside Directors in terms of career, expertise and other factors, the Company aims to introduce newperspectives, and strengthen the control and oversight functions. The number of Directors shall be maintained-7-

at an appropriate number, to ensure that the Board of Directors performs its functions effectively andefficiently.
Based on the ideas above, the Company, after deliberation by the Nomination Committee, has created a chartthat identifies the skills required to strengthen the decision-making and oversight functions of the Board of
Directors. Please refer to the skill matrix at the end of this report.
[Supplementary Principle 4.11.2 Concurrent Positions Held by Directors]
This information is disclosed in the Reference Documents for the General Meeting of Shareholders each year.
[Supplementary Principle 4.11.3 Analysis and Evaluation of Effectiveness of the Board as a Whole]
The Company analyzes and evaluates the effectiveness of the Board of Directors once a year, in principle.
Since fiscal 2016, the Company has implemented an effectiveness evaluation every year. In fiscal 2023, theCompany employed a questionnaire form crafted by an external institution, and implemented the Board of
Directors effectiveness evaluation questionnaire by surveying all 10 Directors.
By combining a five-level rating scale and open-ended questions, the questionnaire aimed to understandcurrent conditions and identify challenges from both aspects of quantitative and qualitative evaluation.
As the questionnaire was answered by sending responses directly to the external institution, anonymity was
ensured. The tallying and analysis of the questionnaire forms was also delegated to an external institution, forthe purpose of securing objectivity and further increasing the effectiveness of the Board of Directors going
forward.
The questionnaire consisted of questions regarding the following matters (total of 30 questions).
(1) Roles and functions of the Board of Directors (5 questions)(2) Scale and composition of the Board of Directors (4 questions)(3) Operation of the Board of Directors (5 questions)(4) Cooperation with auditing institutions, etc. (4 questions)(5) Relationship with Outside Directors (3 questions)(6) Relationship with shareholders and investors (3 questions)(7) Future direction of the Board of Directors’ function (1 question)(8) Degree of Improvement (1 question)(9) Open-ended section (4 questions)
Based on the tallying and analysis of the results of the external institution, the Board of Directors conducted
a deliberation and evaluation in April of the same year. The results of the fiscal 2023 effectiveness evaluationand points of improvement for the future are as follows.
Summary of Results for Fiscal 2023 Effectiveness Evaluation
The Board of Directors of the Company ensures suitable diversity of knowledge, experience, abilities, etc.
required in light of our corporate strategy, and provides appropriate opportunities to utilize the experience andknowledge of Outside Directors. It was confirmed that the Company’s Board of Directors was operated
appropriately in general, as Outside Directors expressed their opinions freely, making use of their careers andexpertise based on the Group’s Corporate Philosophy and Values, the Board of Directors held open and lively
discussions, and sufficient deliberation time was ensured for important matters.
To further enhance the overall governance structure, the challenges recognized in the fiscal 2022 effectivenessevaluation, we have established a Chief X Officer (CxO) to direct strategies across the entire Company.
Through this initiative, we will further strengthen our governance structure.
Points of Improvement for the Future
It has been confirmed that the Company will continue to further expand the agenda of the Board of Directors
to include discussions toward the realization of the cost of capital-conscious management and on non-financial
information, such as sustainability.
[Supplementary Principle 4.13.3 Information Acquisition and Support System]
In order for the Board of Directors and Audit and Supervisory Committee to fulfill their functions, in addition
to the audits conducted by committees related to each risk, the Company has established the Internal Audit-8-

Department (Internal Control Department) to audit the execution of all management activities and report theresults of these audits to the Representative Director and the Board of Directors. The results of these
operational audits conducted by the Internal Audit Department are also reported to the Audit and Supervisory
Committee as needed and obtain its evaluation and necessary instructions.
The Internal Audit Department, the Audit and Supervisory Committee, and the Accounting Auditor share
information on their respective annual audit plans and audit results, and exchange opinions at regular or adhoc meetings to ensure mutual collaboration.
[Supplementary Principle 4.14.2 Policy on Training for Directors]
To ensure that Directors can fulfill their functions thoroughly, when they take office and continuously after
they have taken office, the Company provides appropriate training opportunities to each Director. Throughcoaching by experts, the training allows officers to acquire knowledge regarding the Companies Act, corporate
governance, compliance, etc., and necessary knowledge regarding the Group’s business, finances, andorganization, etc.
[Principle 5.1 Policy on Constructive Dialogue with Shareholders]
From the perspective of striving for sustainable growth and the improvement of mid- to long-term corporate
value, the Company implements initiatives to promote constructive dialogue between stakeholders including
shareholders and Management Team Executives such as Directors and Operating Officers.
 A Corporate Communications Department responsible for IR, PR, and CSR has been established.
 Investor Relations Office has been established in the Corporate Communications Department in order tobuild a cooperative system for information disclosure and dialogue with shareholders.
 There is an “Investor Relations” section on the Company’s website, where financial statements, timely
disclosure documents, securities reports, financial results briefing materials, notices of general meetingsof shareholders, notices of resolutions, etc. are published, and a primary point of contact is established.
 Financial results briefing for institutional investors has been held every year in May and November. The
Management Team Executives, including the President and Chief Executive Officer, Directors, andOperating Officers, explain financial results, the current state of management, and business conditions.
Presentation materials and Q&A sessions (in Japanese and English) are disclosed on the Company’s
website.
 The Investor Relations Office conducts individual interviews with institutional investors on a quarterly
basis. 239 such interviews were conducted in fiscal 2023.
 The Investor Relations Office consolidates obtained information from institutional investors, etc., andreports it at Board of Directors meetings and Strategic Meetings as necessary.
 The Corporate Communication Department holds a liaison meeting every quarter with representatives
from each business division and corporate division to share information obtained from institutional
investors, etc.
 The implementation status, etc. of dialogue with shareholders is disclosed in our Integrated Report andSustainability Report.
 When having dialogue with shareholders, in accordance with the stipulations in internal regulations,insider information has been managed appropriately. Furthermore, the Company has established a “Periodof Silence” during which the Company shall refrain from conducting dialogue regarding financial results.
[Actions to Achieve the Cost of Capital and Stock Price-Conscious Management]
As part of the Company’s efforts to realize the cost of capital and stock price-conscious management, we have
set numerical targets of the return on assets (ROA) of 13% or more and the return on equity (ROE) of 12% ormore for the fiscal 2025 in “NOF VISION 2030” starting from fiscal 2023. In addition, the Company has set
the target level of total return ratio at approximately 50% for fiscal 2025 and is implementing the purchase oftreasury stocks as well as dividend payments based on the maintenance of stable profit returns.
The compensation of Directors excluding Audit and Supervisory Committee Members shall be based on the
Company’s Corporate Philosophy, promote sustained growth and improvement of corporate value in themedium- to long- term, and reward business performance, etc. through appropriate compensation levels.
Decisions on compensation shall be made under a policy of going through a fair and transparent process,wherein compensation consists of monthly compensation, bonuses and stock compensation. The Company
has established performance-linked compensation (bonuses, ESG indicators-linked compensation, and stockcompensation) with a target payment ratio of 40% (for Outside Directors, compensation that is not linked toperformance indicators).

-9-

[Promotion and Disclosure of Dialogue with Shareholders]
For information on the status of dialogue with shareholders and investors, please refer to [Principle 5.1 Policy
on Constructive Dialogue with Shareholders] above, 2. IR Activities in III. Implementation of Measures for
Shareholders and Other Stakeholders of this report, and “Stakeholder engagement” in “Sustainability” on the
Company’s website (https://www.nof.co.jp/english/csr).

2. Capital Structure
Foreign Shareholding Ratio

20% or more but less than 30%[Status of Major Shareholders] Updated
Name / Company Name
The Master Trust Bank of Japan, Ltd. (Trust account)
Custody Bank of Japan, Ltd. (Trust account)
Meiji Yasuda Life Insurance Company
SSBTC CLIENT OMNIBUS ACCOUNTBNYM AS AGT/CLTS 10 PERCENTNOF Shineikai
BNYM AS AGT/CLTS NON TREATY JASDECNOF Kyoeikai
GOVERNMENT OF NORWAYNORTHERN TRUST CO.(AVFC) RE FIDELITY
FUNDS
Controlling Shareholder (except for Parent
Company)
Parent Company

Number of Shares Owned
12,423,500
4,438,900
3,128,300
2,438,048
1,741,313
1,640,995
1,475,403
1,358,275
1,342,708

Percentage (%)
15.58
5.57
3.92
3.05
2.18
2.05
1.85
1.70
1.68

1,328,202―

None

Supplementary Explanation

3. Corporate Attributes

Fiscal Year-End

Tokyo Stock Exchange
Prime
March

Type of Business

Chemicals

Listed Stock Market and Market Section

Number of Employees (consolidated) as of the
End of the Previous Fiscal YearSales (consolidated) as of the End of thePrevious Fiscal Year
Number of Consolidated Subsidiaries as of the
End of the Previous Fiscal Year

1,000 persons or more
¥100 billion or more but less than ¥1 trillion
10 or more but less than 50 companies- 10 -

1.66

4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling
Shareholder―

5. Other Special Circumstances which may have Material Impact on Corporate Governance―- 11 -

II. Business Management Organization and Other Corporate Governance Systems regarding
Decision-making, Execution of Business, and Oversight in Management
1. Organizational Composition and Operation
Company with an Audit and Supervisory Committee

Organization Form
[Directors]
Maximum Number of Directors Stipulated in
Articles of Incorporation Updated
Term of Office Stipulated in

Articles ofIncorporation

14
1 yearChairperson of the Board

Executive Chairman

Number of Directors

10Election of Outside Directors

ElectedNumber of Outside Directors

5

Number of Outside Directors Appointed as
Independent Directors

5Outside Directors’ Relationship with the Company (1)NameAttribute

Shingo Unami

From another company

Izumi Hayashi

Attorney-at-law

Kunimitsu Ito

CPA

Yuriko Sagara

Attorney-at-law

Relationship with the Company*
a

b

c

d

e

f

g

h

i

j

k

△

From another company
Categories for “Relationship with the Company”“○” when the Director presently falls or has recently fallen under the category;“△” when the Director fell under the category in the past“●” when a close relative of the Director presently falls or has recently fallen under the category;“▲”when a close relative of the Director fell under the category in the past

Keiichi Miura***a. Executive of the Company or its subsidiaries
b. Non-executive director or executive of a parent company of the Company
c. Executive of a fellow subsidiary company of the Company
d. A party whose major client or supplier is the Company or an executive thereof
e. Major client or supplier of the Company or an executive thereof
f. Consultant, accountant or legal professional who receives a large amount of monetary consideration or otherproperty from the Company besides compensation as an officer
g. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is alegal entity)
h. Executive of a client or supplier company of the Company (which does not correspond to any of d, e, or f)(the director himself/herself only)
i. Executive of a company where the said company and the Company mutually appoints outside officers (thedirector himself/herself only)- 12 -

j. Executive of a company or organization that receives a donation from the Company (the director
himself/herself only)
k. Others
Outside Directors’ Relationship with the Company (2) Updated

Name
ShingoUnami

Audit andSupervisory
Committee
MemberIndependent
Officer○

Supplementary
Explanation of
the Relationship
Until April 2011,
Mr. Shingo
Unami, an
Outside Director,
was an executiveof Mizuho Trust& Banking Co.,
Ltd., which is abank that theCompanytransacts with.

Reasons for Election[Reasons for Election]
Mr. Shingo Unami has abundant experienceand advanced insight in the financial
industry, a broad range of experience andknowledge
regardingcorporate
management, and expresses appropriate
opinions on all aspects of the managementfrom a fair and objective standpoint. He
serves as the chairman of the Compensation
Committee and a member of the Nomination
Committee, and also attends meetings of the
Sustainability Committee. He has engaged in
the deliberations, etc. of these committees.
The Company expects him to continue
fulfilling the role of conducting appropriate
oversight, etc. over business execution andproviding advice to management, based on
his professional viewpoint, including his
advanced knowledge on human resources,
labor, finance and accounting. Therefore, theCompany has elected him.
[Reasons for Designation as Independent
Officer]Mr. Unami formerly had an executive role atMizuho Trust & Banking Co., Ltd., withwhich the Company engages in transactions.
However, as of the fiscal year ended March
31, 2024, the Company’s total loans fromthis financial institution account for 1.1% of
the Company’s total assets, which is a low
percentage. Furthermore, the Company has
ongoing transactions with multiple financial
institutions and is not dependent on any
particular financial institution. For thesereasons, the influence of the business
relationship between Mizuho Trust &Banking Co., Ltd. and the Company is not
equivalent to that of the relationship with asubsidiary or an affiliate, the standard forconsideration as a “major business partner”
with regard to the decision-making of theCompany’s business execution.
For the above reasons, the Company has
deemed that there is no risk of Mr. Unami
having a conflict of interest with generalshareholders, and has designated him as an
Independent Officer.

- 13 -Name
Izumi
Hayashi

Audit andSupervisory
Committee
MemberIndependent
Officer○

Supplementary
Explanation of
the Relationship
Ms. Izumi
Hayashi, an
Outside Director,
is a Partner of
Sakurazaka Law
Offices, and an
Audit &
Supervisory
Board Memberof Weathernews
Inc.

Reasons for Election[Reasons for Election]
Besides being well-versed in corporate law
as an attorney-at-law, Izumi Hayashi has
advanced knowledge on topics including
intellectual
property
andcorporatecompliance, and has fulfilled the role as an
Outside Director of the Company. She serves
as the chairman of the Nomination
Committee and a member of theCompensation Committee, and also attends
meetings of the Sustainability Committee.
She has engaged in the deliberations, etc. ofthese committees. Although she has neverbeen involved in corporate management
except as an outside officer, for the reasons
above, the Company expects her to continue
fulfilling the role of conducting appropriate
oversight, etc. over business execution andproviding advice to management, based on
her professional viewpoint, including her
global perspective on legal affairs and risk
management. Therefore, the Company has
elected her.
[Reasons for Designation as Independent
Officer]Ms. Hayashi meets the Tokyo Stock
Exchange’s requirements for Independent
Officer and satisfies the Company’s“Standards for Determination of the
Independence of Outside Officers.” The
Company has registered her as an
Independent Officer with the Tokyo Stock
Exchange as defined by the exchange. Ms.
Hayashi is a partner of Sakurazaka Law
Offices, but there are no consulting or otherrelationships involving commissioning oflegal services between the Company and thisoffice. The Company has no history of
payments to this firm in the past three years.
For the above reasons, the Company has
deemed that there is no risk of Ms. Hayashi
having a conflict of interest with generalshareholders, and has designated her as an
Independent Officer.

- 14 -

Name
Kunimitsu
Ito

Audit andSupervisory
Committee
Member○Independent
Officer○

Supplementary
Explanation of
the Relationship
Mr. Kunimitsu
Ito, an Outside
Director, is theRepresentative ofITO
ACCOUNTING
FIRM.

Reasons for Election[Reasons for Election]
As a certified public accountant and tax
accountant, Mr. Kunimitsu Ito has a deeplevel of insight in accounting and tax
practices. He serves as a member of theNomination and Compensation Committees,
and also attends meetings of the
Sustainability Committee. He has engaged in
the deliberations, etc. of these committees.
Although he has never been involved incorporate management except as an outside
officer, for the reasons above, the Company
deems that he will be able to continue tofulfill the responsibilities of conducting
appropriate auditing and oversight, etc. overbusiness execution, based on his specialized
knowledge. Therefore, the Company has
elected him.
[Reasons for Designation as Independent
Officer]Mr. Ito meets the Tokyo Stock Exchange’s
requirements for Independent Officer andsatisfies the Company’s “Standards for
Determination of the Independence ofOutside Officers.” The Company hasregistered him as an Independent Officer
with the Tokyo Stock Exchange as definedby the exchange. Mr. Ito is the representativeof ITO ACCOUNTING FIRM, but there areno consulting or other relationships
involving commissioning of accounting andtax services between the Company and thisfirm. The Company has no history of
payments to this firm.
For the above reasons, the Company has
deemed that there is no risk of Mr. Ito having
a conflict of interest with generalshareholders, and has designated him as an
Independent Officer.

- 15 -Name
YurikoSagaraAudit andSupervisory
Committee
Member○Independent
Officer○

Supplementary
Explanation of
the Relationship
Ms. Yuriko
Sagara, an
Outside Director,
is a partner ofNakamura &Partners, and a
Director serving
as Audit andSupervisory
Committee
Member ofTOKYO
SEIMITSU CO.,LTD.

Reasons for Election[Reasons for Election]
Ms. Yuriko Sagara has a high level ofexpertise and global-based knowledge as an
attorney-at-law. In addition, as a patent
attorney, she has a deep level of insight on
intellectual property. She serves as a memberof the Nomination and Compensation
Committees, and also attends meetings of the
Sustainability Committee. She has engaged
in the deliberations, etc. of these committees.
Although she has never been involved incorporate management except as an outside
officer, for the reasons above, the Company
deems that she will be able to continue tofulfill the responsibilities of conducting
appropriate auditing and oversight, etc. overbusiness execution, based on her specialized
knowledge. Therefore, the Company has
elected her.
[Reasons for Designation as Independent
Officer]Ms. Sagara meets the Tokyo Stock
Exchange’s requirements for Independent
Officer and satisfies the Company’s“Standards for Determination of the
Independence of Outside Officers.” The
Company has registered her as an
Independent Officer with the Tokyo Stock
Exchange as defined by the exchange. Ms.
Sagara is a partner of Nakamura & Partners,
but there is no consulting relationshipbetween the Company and this office. The
Company has no history of payments to thisfirm in the past three years.
For the above reasons, the Company has
deemed that there is no risk of Ms. Sagara
having a conflict of interest with generalshareholders, and has designated her as an
Independent Officer.

- 16 -

Name
Keiichi
Miura

Audit andSupervisory
Committee
Member○Independent
Officer

Supplementary
Explanation of
the Relationship○

Reasons for Election[Reasons for Election]
Mr. Keiichi Miura has been engaged in the
management of TAIHEIYO CEMENTCORPORATION, and has abundant
experience and advanced insight andcapabilities regarding research planning, etc.
Having served as an outside director in thechemicals industry, he has a wide range ofexperience and knowledge. He serves as amemberoftheNomination
andCompensation Committees, and also attends
meetings of the Sustainability Committee.
He has engaged in the deliberations, etc. ofthese committees. For the reasons above,
the Company deems that he will be able tocontinue to fulfill the responsibilities ofconducting appropriate auditing andoversight, etc. over business execution,
based on his abundant experience andknowledge of advanced technology as acorporate manager. Therefore, the Company
has elected him.
[Reasons for Designation as Independent
Officer]Mr. Miura meets the Tokyo Stock
Exchange’s requirements for Independent
Officer and satisfies the Company’s“Standards for Determination of the
Independence of Outside Officers.” The
Company has registered him as an
Independent Officer with the Tokyo Stock
Exchange as defined by the exchange. Mr.
Miura formerly had an executive role in
TAIHEIYO CEMENT CORPORATION,
but there are no transactional relationships
between the Company and this company.
For the above reasons, the Company has
deemed that there is no risk of Mr. Miura
having a conflict of interest with generalshareholders, and has designated him as an
Independent Officer.

- 17 -

[Audit and Supervisory Committee]
Committee’s Composition and Attributes of Chairperson

Audit

All Committee

Full-timeMembers

Members4

1

Inside Directors

OutsideDirectors

Chairperson

andSupervisory

1

3

Inside Director

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

Appointed

Matters Related to the Independence of Such Directors and/or Staff from Executive Directors
As an organization to assist the duties of the Audit and Supervisory Committee, an “Audit and Supervisory
Committee's Office” has been set up and Audit and Supervisory Committee's Staff with appropriate
knowledge, abilities and work experience has been assigned. In order to ensure the independence of the staff
from Directors and persons in senior positions, and to ensure the effectiveness of instructions issued by the
Audit and Supervisory Committee, decisions regarding the assignments, transfers, and other personnel mattersrelated to the said staff shall require the approval of the Audit and Supervisory Committee.
Cooperation among the Audit and Supervisory Committee, Accounting Auditors and Internal Audit
Departments Updated

The Audit and Supervisory Committee, the Accounting Auditor and the Internal Control Department
exchange information by sharing their respective audit plans and audit results, etc., and strive tomutually cooperate through methods such as assembling periodically.
The Audit and Supervisory Committee receives audit reports regarding internal controls from theInternal Control Department, requests investigation as necessary, and issues concrete instructions.
Regarding RC, quality management, compliance and risk management, Audit & Supervisory Board
Members engage in appropriate cooperation with the relevant organs by attending the meetings ofeach committee under their control, sitting in on internal audits conducted by each committee, andreceiving and exchanging opinions on the audit result reports of each committee.

- 18 -

[Voluntary Establishment of Nomination/Remuneration Committee]
Voluntary Establishment of Committee(s)Corresponding to Nomination Committee or Established
Remuneration Committee
Committee’s Name, Composition, and Attributes of Chairperson

Committee’s Name

Committee
Corresponding
Nomination Committee
Nomination Committee

to Committee
Corresponding
Remuneration Committee
Compensation Committee

All Committee Members

7

7

Full-time Members

00Inside Directors

22

Outside Directors

55Outside Experts

0

0

Other

0

0

Chairperson

Outside Director

Outside Director

toSupplementary Explanation
In order to deliberate on the nomination and compensation of Directors and to improve the oversight functionof the Board of Directors and strengthen the corporate governance system, the Company established theNomination Committee and Compensation Committee, which are voluntary advisory committees to the Boardof Directors, on December 1, 2018.
The Nomination Committee receives requests for consultation from the Board of Directors, deliberates onmatters concerning the election and dismissal of Directors, as well as matters concerning candidates for
President and Chief Executive Officer and plans to foster the candidates, and submits reports to the Board of
Directors.
The Compensation Committee receives requests for consultation from the Board of Directors, deliberates onmatters concerning the compensation of Directors, and submits reports to the Board of Directors.
Both committees are chaired by independent Outside Directors and are composed of five independent Outside
Directors and two Inside Directors to ensure independence and objectivity.
[Independent Officers]
Number of Independent Officers

5

Matters relating to Independent Officers
The Company designates all Outside Officers who fulfill the criteria of Independent Officers as Independent
Officers.
For the Standards for Determination of the Independence of Outside Officers, please refer to [Principle 4.9
Standards for Determining Independence] in I. 1. of this report.

- 19 -

[Incentives]
Implementation Status of Measures Involving theProvision of Incentives to Directors

Introduction of Performance-Linked Compensation Plan

Supplementary Explanation
In addition to bonuses, the following compensation has been introduced as incentive compensation that is
linked to short-term or mid- to long-term performance.
・Stock compensation (Board Benefit Trust)・ESG indicators-linked compensation
No Individual Disclosure

Recipients of Stock Options
Supplementary Explanation―[Director Remuneration]
DisclosureofIndividual

Directors’

Remuneration

No Individual Disclosure

Supplementary Explanation Updated
The amounts of compensation, etc. for Directors and Audit & Supervisory Board Members for the fiscal year
ended March 31, 2024 are as follows.
Directors (excluding Audit and245 million yen for 8 Directors (including 18 million yen for 2
Supervisory Committee Members):
Outside Directors)
Directors (Audit and Supervisory
Committee Members):

51 million yen for 5 Directors (including 27 million yen for 3
Outside Directors)

Total:

296 million yen for a total of 13 officers (including 45 million yen
for a total of 5 Outside Officers)

Policy on Determining Remuneration Amounts
and Calculation Methods

Established- 20 -

Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods
The compensation of Directors excluding Audit and Supervisory Committee Members shall be based on the
Company’s Corporate Philosophy, promote sustained growth and improvement of corporate value in themedium- to long- term, and reward business performance, etc. through appropriate compensation levels.
Decisions on compensation shall be made under a policy of going through a fair and transparent process,wherein compensation consists of monthly compensation, bonuses and stock compensation. The proportionof incentive compensation that is linked to short-term or mid- to long-term performance is set to about 40%(a standard proportion). (Outside Directors are paid compensation that is not linked to performanceindicators.) In addition, the Compensation Committee deliberates on compensation systems, compensationlevels, and individual compensation, etc.
1. Fixed compensation
After undergoing deliberation by the Compensation Committee, the calculation method, etc. for fixedcompensation of Directors was resolved at the Board of Directors meeting. Regarding decisions on thespecific details of the fixed compensation amount of individual Directors excluding Audit and Supervisory
Committee Members, they are resolved at a Board of Directors meeting, after undergoing deliberation by theCompensation Committee.
2. Performance-linked compensation(Bonuses)
After undergoing deliberation by the Compensation Committee, the calculation method, etc. for bonuses of
Directors excluding Audit and Supervisory Committee Members and Outside Directors was resolved at a
Board of Directors meeting. The calculation method of the said bonuses is based on consolidated operating
income, an important indicator related to the Group’s business performance evaluation, and the bonuses arecalculated by multiplying a predetermined coefficient determined for each position by a base amount. The
Compensation Committee verifies the said calculation method and the amount paid to Directors excluding
Audit and Supervisory Committee Members (excluding Outside Directors) in each term.
(ESG indicators-linked compensation)
A method to calculate a portion of compensation (monthly compensation) using achievement level of ESG
indicators, etc. for Directors excluding Audit and Supervisory Committee Members and Outside Directors
was resolved at a Board of Directors meeting. ESG indicators are based on materiality (important issues),
which are important indicators identified by the Group, and their details, achievement levels, and other matters
are deliberated by the Compensation Committee.
(Stock compensation)
Through a resolution at an Annual General Meeting of Shareholders, the Company introduced a performancelinked stock compensation plan, the “Board Benefit Trust” (BBT) for Directors who concurrently serve as
Operating Officers and Operating Officers with a title (excluding Outside Directors and Directors who are
Audit and Supervisory Committee Members; hereinafter collectively “Directors, etc.”).
For each fiscal year, the Directors, etc. shall be awarded points, the number of which is to be decided taking
into account their respective positions, achievement level of performance targets, etc. based on the Officer
Stock Distribution Rules. Each point awarded to the Directors, etc. shall be converted into one (1) share of
the Company’s common stock at the time of the distribution of the Company’s shares, etc. (in the event of astock split, stock allotment without contribution, or stock consolidation, etc., reasonable adjustments will bemade to the maximum number of points, the number of points awarded or the conversion ratio, according to
the said ratio, etc. of the event). The number of points held by a Director, etc., which will be used as the basis
for the distribution of the Company’s shares, etc., shall be in principle, the number of points awarded to thesaid Director, etc. by the time of his/her retirement.
After undergoing deliberation by the Compensation Committee, the Officer Stock Distribution Rules, which
stipulate the said calculation method, etc. after taking into account the respective positions, achievement levelof performance targets, etc. of the Directors, etc., was resolved at a Board of Directors meeting.

- 21 -

[Support System for Outside Directors] Updated
Assistance for the operations of Outside Directors and Directors who are Audit and Supervisory Committee
Members are mainly provided by the Secretariat Office and the Audit and Supervisory Committee's Office,respectively, and the Finance Department and Legal Department support these efforts. Furthermore, to ensure
an adequate understanding of proposals to be discussed at Board of Directors meetings, if necessary, thedepartment in charge or a standing audit and supervisory committee member explains detailed reference
information about the proposals beforehand to Outside Directors and Directors who are Audit and Supervisory
Committee Members.

[Status of Persons Retired from Office as President and CEO, etc.]
Information on senior corporate advisors and senior advisors, etc. who formally assumed office of President
and Chief Executive Officer and other important positions Updated
Employment terms
Name－

Job title/
position

Responsibilities－(Full/part

time,

Date

when

formerrole

with/without compensation,

as president/etc.)

CEO ended
－

－

－

Term

－

Number of senior corporate advisors and senioradvisors, etc. who formally assumed office ofPresident and Chief Executive Officer and other0

important positions Updated
Others Updated
There is no fact that any person who formally assumed office of President and Chief Executive Officer andother important positions of the Company in the past is currently holding any positions including senior
corporate advisor and senior advisor. The Articles of Incorporation of the Company stipulate that the Boardof Directors may, by its resolution, appoint senior corporate advisors and senior advisors.

- 22 -

2. Matters on Functions of Business Execution, Auditing, Oversight, Nomination and Remuneration
Decisions (Overview of Current Corporate Governance System) Updated
Overview of Current System
 In order to construct a management system that can respond accurately and swiftly to changes in thebusiness environment, the Company introduced an Operating Officer system in 2000. By separating thedecision-making function and business execution function of management, the Company endeavored tostrengthen the decision-making function and oversight function of the Board of Directors, and also toincrease the efficiency of the business execution system based on the delegation of authority from
Representative Directors. In 2021, the Company has transitioned to a Company with an Audit andSupervisory Committee, so as to further strengthen the Board of Directors’ supervision function such as
through having Directors who are Audit and Supervisory Committee Members hold voting rights in the
Board of Directors, to raise efficiency of the management by enabling flexible decision-making, and tofurther enhance corporate governance. The Company has elected 5 Outside Directors (including Audit
and Supervisory Committee Members) who are independent.
 The Board of Directors is composed of 10 Directors, including Outside Directors. One regular meeting isheld every month and extraordinary sessions are also convened as required, to decide on important mattersset forth by laws and regulations, the Articles of Incorporation and the Rules of the Board of Directors,
and the status of business execution is also supervised.
 As an organ to deliberate on the Company’s overall business execution policies and implementation ofoperations, the Company has an Executive Committee, which consists of Directors who concurrently
serve as Operating Officers, standing Audit and Supervisory Committee Members, etc., and a Strategic
Meeting which is held once a week to ensure speedy management decision-making. Any important matterto be referred to the Board of Directors goes through preliminary deliberation at Executive Committee
meetings or at the Strategic Meeting to ensure appropriate decision making. In addition, when necessary,
the Company receives advice from such experts as attorneys-at-law and certified public accountants(CPAs) regarding corporate management and the daily execution of business, for reference when making
business judgments.
 Regarding the nomination and compensation of Directors, the Company established the Nomination
Committee and Compensation Committee, which are voluntary advisory committees to the Board of
Directors, on December 1, 2018. Both committees are chaired by an independent Outside Director, withthe majority of members being independent Outside Directors. The Nomination Committee receives
requests for consultation from the Board of Directors, deliberates on matters concerning the election anddismissal of Directors, as well as matters concerning candidates for President and Chief Executive Officer
and plans to foster the candidates, and submits reports to the Board of Directors. The Compensation
Committee receives requests for consultation from the Board of Directors, deliberates on mattersconcerning the compensation of Directors, and submits reports to the Board of Directors.
 In addition, for specific issues such as compliance, risk management, RC and quality management,
specialist committees have been set up to put a risk management system in place.
 The Company strives to strengthen the management checking function over the aforementioned execution
system through oversight and audits conducted by the Audit and Supervisory Committee, a majority ofwhich is independent Outside Directors.
 Regarding the Accounting Auditor, the Company has concluded an auditing agreement with Ernst &Young ShinNihon LLC, which conducts accounting audits of the Company. For the fiscal year ended
March 31, 2024, the names and number of consecutive years of auditing of the CPAs who have conductedaccounting audit operations at the Company are stated below.
Designated and Engagement Partner: Shigeyuki Kano; 3 years
Designated and Engagement Partner: Tetsuya Kawawaki; 6 years
There are 5 CPAs and 14 other employees who provide assistance in the auditing operations of theCompany.
- 23 -

3. Reasons for Adoption of Current Corporate Governance System Updated
As mentioned earlier, the Company has established a business execution system and a risk management
system primarily led by the Executive Committee, Strategic Meeting and each specialist committee. Basedon this structure, the Board of Directors decides on important matters and supervises the status of businessexecution, while the Audit and Supervisory Committee, a majority of which is independent Outside Directors,
is engaged in oversight and audits. In this manner, the Company strives to strengthen the management
checking function and thus the Company believes its management supervision function is fully functional.

- 24 -

III. Implementation of Measures for Shareholders and Other Stakeholders
1. Measures for the Vitalization of the General Shareholder Meetings and the Facilitation of Exercise of
Voting Rights Updated
Early Notification of General
Shareholder Meeting

Scheduling AGMs Avoiding
the Peak Day
Allowing Electronic Exerciseof Voting Rights
Measures to Improve the
VotingEnvironmentofInstitutional Investors Such as
Participation in Electronic
Voting Platform
Providing Convocation Notice(Summary) in English
Other

Supplementary Explanations
The Company sends the convocation notice approximately 21 days prior to
the General Meeting of Shareholders. Before dispatching the convocation
notice, the Company publishes the convocation notice on the websites of theTokyo Stock Exchange and ICJ, Inc., as well as on the Company’s website
approximately 28 days prior to the General Meeting of Shareholders.
The date and time of the General Meeting of Shareholders is determined after
considering the auditing schedule, time required for the convocation
procedures, and other factors including securing of sufficient time forshareholders to review the proposals.
The Company has adopted a system for exercising voting rights via electronicmeans.
The Company participates in the electronic voting platform for institutional
investors operated by ICJ, Inc.

The English convocation notice is published on websites of the Tokyo Stock
Exchange and ICJ, Inc., as well as on the Company’s website.
There is an “Investor Relations” section on the Company’s website, whereconvocation notices, notices of resolutions, extraordinary reports (results ofexercising of voting rights), etc. are published.
https://www.nof.co.jp/english/ir/stocks/notice

2. IR Activities Updated
Supplementary Explanations

Explanation by
the Representative

Preparation and Publication ofDisclosure Policy
Regular Investor Briefings forAnalysts and Institutional
Investors

Posting of IR Materials on
WebsiteEstablishment of Department
and/or Manager in Charge of
IR
Other

The Disclosure Policy is published on the Company’s
website (https://www.nof.co.jp/english/ir/disclosurepolicy).
Financial results briefing for institutional investors(online briefing) has been held every year in May andNovember. The Management Team Executives,
including the President and Chief Executive Officer,
Directors, and Operating Officers, explain financial
results, the current state of management, and businessconditions.
There is an “Investor Relations” section on the
Company’s website, where financial statements, timely
disclosure documents, securities reports, financial
results presentation materials, convocation notices,notices of resolutions, etc. are published.
https://www.nof.co.jp/english/ir
A department in charge of IR (Corporate
Communications Department Investor Relations
Office) has been established.
The Company exchanges opinions with multiple
institutional investors, etc., and implements measures
to improve its information disclosure and IR activities.
- 25 -Yes

3. Measures to Ensure Due Respect for Stakeholders Updated
Internal Rules to Ensure
Due
Respectfor
Stakeholders

ImplementationofEnvironmental Activities,
CSR Activities etc.

Development of Policies on
Information Provision to
Stakeholders

Other

Supplementary Explanations
The Company has established a Basic CSR Policy.
In this policy, the Company strives to ensure due respect for stakeholders bymeeting the expectations of all of them and enhancing their trust.
We will fulfill our corporate social responsibility and conduct sustainablebusiness activities.
1.We will, each and all, act in accordance with the highest standards of corporate
ethics.
2.We will respect human rights, and enable a diversity of personnel todemonstrate their abilities.
3.We will promote responsible care activities, based on the five kinds of safety.
4.We will consider the interests of all of our stakeholders.
5.We will contribute to society in cooperation with local communities.
The Company believes that the Group’s corporate philosophy of “contributing
to humanity and society as a corporate group that creates new value through thepower of chemistry, from the biosphere to outer space” represents the CSR that
the Group aims to fulfill through its business activities.
Regarding CSR, the Company has formulated the Basic CSR Policy andconducts CSR activities centering around the Sustainability Committee, chairedby the President and Chief Executive Officer.
Regarding environmental conservation activities, the Company believes that“For a chemical company to live together with society as one of its vitally
important members, it has to seek harmony with social environment and naturalenvironment, and be recognized, appreciated and accepted by society.” With thisfundamental awareness in mind, the Company has set forth its Management
Policy Regarding RC as a set of norms to be faithfully observed by every officer
and employee with a view to winning even greater trust from society.
In addition, the RC rules that follow the management policy on RC have been
established, and RC activities are being promoted mainly by the RC Committee.
The Company discloses information in a timely and appropriate manner inaccordance with various laws and regulations, including the Financial
Instruments and Exchange Act and the Rules on Timely Disclosure set by the
Tokyo Stock Exchange. In addition, the Company has formulated a Disclosure
Policy, which stipulates our policy of conducting fair and impartial disclosure of
information to shareholders and investors.
https://www.nof.co.jp/english/ir/disclosure-policy
The Company strives to create a pleasant working environment and engage inmental health care based on the belief that “securing the safety and health of
employees and creating a pleasant working environment are the foundation forsustainable growth of a corporation.”
As a result, the Company was recognized as an enterprise that practices
outstanding health management under the “2024 Certified Health & Productivity
Management Outstanding Organizations Recognition Program” by the Ministryof Economy, Trade and Industry.
Attaching due importance to the work-life balance of employees, the Company
has introduced various systems that support each of the following diverse
workstyles: pregnancy and childbirth, childcare, and nursing care. The Company
continues to make efforts to develop a work environment in which employees
can work while being highly motivated, through measures such as: measures toreduce work hours; encouraging employees to take annual paid leaves;establishment of a Refresh leave system and days on which employees areencouraged to leave work on time; and the introduction of a childcare support
program.

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IV. Matters Related to the Internal Control System
1. Basic Views on Internal Control System and Progress of Development Updated[Internal control system for further enhancing the appropriateness of the operations of the Company andGroup companies]
The basic policy on systems for ensuring the appropriateness of business operations, resolved by the Boardof Directors of the Company, is as follows.
1. Systems for ensuring that the Directors and employees perform their duties in accordance with laws,
regulations, and the Articles of Incorporation(1) The Board of Directors makes decisions regarding matters related to systems for ensuring that the
Directors perform their duties in accordance with laws, regulations, and the Articles of Incorporation.
(2) The Directors and employees comply with corporate ethics based on the NOF Code of Ethical Conduct.
(3) The Compliance Committee promotes compliance throughout the Company.
(4) The Compliance Committee Secretariat is responsible for performing contact point operations that allow
employees to directly report or consult regarding issues related to compliance. Reporters of issues shall not
be treated disadvantageously.
2. System for the storage and management of information regarding the execution of duties by Directors(1) Information in documents, etc., concerning the execution of duties by Directors is retained and managed
as stipulated in laws and regulations and internal rules such as rules on document handling and rules on
information security management.
(2) Security systems are used to protect data on electronic media concerning the execution of duties byDirectors from leakage due to unauthorized access, etc.
(3) Directors or employees designated by Directors can view or copy documents or data on electronic media
at any time.
3. Rules and other systems for managing risks of loss
(1) Specialist committees such as the Risk Management Committee, the Compliance Committee, the RC
Committee, and the Quality Management Committee analyze business risks, consider countermeasures, andreport to the Board of Directors. The Board of Directors receives reports on various business risks, including
confirmation and evaluation of compliance, information management, environment and safety, and risk
comprehensiveness. These are deliberated on as necessary.
(2) In the event of an emergency, an Emergency Task Force is established in accordance with the crisis
management regulations to establish a system for ensuring the safety of personnel and minimizing impact on
business and economic losses.
4. System for ensuring that the duties of the Directors are efficiently performed(1) In order to ensure that Directors perform their duties efficiently, the Board of Directors meets regularly
once a month, and additionally as necessary, and makes decisions regarding important matters concerning
management and business execution.
(2) In the event of urgent important issues for which there is not enough time for Board of Directors’ decisionmaking, these issues may be handled as they arise, provided that the decisions do not violate the laws andregulations or the Articles of Incorporation, and approved at the next meeting of the Board of Directors.
(3) Management decision-making and supervision functions are separated from business execution functions,and an Operating Officer system is adopted to reinforce both of these functions.
(4) Directors and employees comply with internal rules such as rules on office organization.
(5) Goals are defined for the entire Group and shared by Directors and employees. Mid-term Management
Plans are formulated based on these goals while fostering the permeation of the goals throughout the Group,
and are decided by the Board of Directors. Annual plans are formulated based on Mid-term Management
Plans and decided by the Board of Directors.
(6) As a general rule, Strategic Meetings are held once a week to ensure speedy management decision-making.
5. System for ensuring appropriate conduct of operations by the Group composed of the Company and Group
companies(1) The Company permeates the Corporate Philosophy and Code of Conduct it has formulated throughout
Group companies and promotes business activities. Furthermore, Group companies formulate policies basedon the basic policies and annual policies of the Mid-term Management Plan formulated by the Company.
- 27 -

(2) The Company manages the businesses of Group companies in accordance with the rules on the
management of Group companies, and requests regular reports of business execution status, financial
conditions, etc.
(3) The Company’s Board of Directors shall approve important matters which have been deemed to have asignificant impact on the assets and profits or losses of the Company and Group companies.
(4) The Company monitors the risk management of Group companies in accordance with the rules on the
management of Group companies. Furthermore, specialist committees such as the Risk Management
Committee, the RC Committee, and the Quality Management Committee analyze risks, consider
countermeasures, and report to the Board of Directors. The Board of Directors receives reports on various
management risks, including confirmation of compliance, information management, environment and safety,
and risk comprehensiveness, and provides advice to the Group companies, as necessary, through each of thespecialist committees.
(5) Group companies with a significant impact on Group business results must deliberate with the Company
regarding important management matters, attend the Company’s management meetings, and gain anunderstanding of the Group’s overall business performance.
(6) The Company holds a Group company meeting, which consists of Directors concurrently serve as
Operating Officers, standing Audit and Supervisory Committee Members, and presidents of affiliatedcompanies, etc., once a year to provide an opportunity to share information necessary for efficient Groupwide operation.
(7) As a system to prevent legal violations, etc., the Company has established whistle-blowing contact points
where employees of the Company or Group companies can use to directly report and consult regarding issues.
(8) To ensure that Directors and employees of Group companies perform their duties in accordance with laws,
regulations, and the Articles of Incorporation, the Company requires Group companies to report on the statusof compliance with laws and regulations, and provides advice and other guidance as necessary.
(9) The Internal Control Department regularly audits the operations of the Company and Group companies.
6. Matters concerning employees that the Audit and Supervisory Committee requests to be assigned in order
to assist their duties, matters regarding the independence of said employees from Directors, and mattersregarding assurance of the effectiveness of instructions issued by the Audit and Supervisory Committee tosaid employees(1) An Audit and Supervisory Committee's Office shall be established as an organ directly under the Audit
and Supervisory Committee, and employees that assist the duties of the Audit and Supervisory Committee
shall be assigned in the Office.
(2) Employees that assist the duties of the Audit and Supervisory Committee must have the knowledge andcapabilities needed to assist their operations.
(3) The employees that assist the duties of the Audit and Supervisory Committee shall not accept orders or
instructions from Directors or person in senior position.
(4) In order to ensure the independence of employees that assist the duties of the Audit and Supervisory
Committee from Directors and person in senior position, and to ensure the effectiveness of instructions issued
by the Audit and Supervisory Committee, decisions regarding the assignments, transfers, and other personnel
matters related to said employees require the approval of the Audit and Supervisory Committee.
7. System for reporting from Directors and employees to the Audit and Supervisory Committee, system forreporting from Group company Directors or employees, or persons who have received reports from Group
company Directors or employees, to the Company’s Audit and Supervisory Committee, and other mattersregarding reporting to the Audit and Supervisory Committee(1) Directors and employees of the Company report important results of business execution based on decisions
by the Board of Directors, Executive Committee, etc., to the Audit and Supervisory Committee.
(2) If Directors or employees of the Company discover serious legal violations or matters with the potential
to cause major losses for the Company, said Directors or employees shall promptly report these matters to the
Audit and Supervisory Committee.
(3) If Directors or employees of a Group company, or persons who have received reports from Directors or
employees of a Group company, discover serious legal violations or matters with the potential to cause major
losses for the Company, said persons shall promptly report these matters to the Audit and Supervisory
Committee.
(4) The Internal Control Department regularly reports the business audit plan and the results of operation
audits to the Audit and Supervisory Committee.
(5) In order for the Audit and Supervisory Committee to understand the status of performance of duties byDirectors, Audit and Supervisory Committee Members attend meetings of the Board of Directors, Executive- 28 -

Committee and other important meetings. In addition, a system shall be in place whereby meeting minutes,
requests for approval and other important documents pertaining to the decision of business execution are madeavailable for inspection by Audit and Supervisory Committee Members.
8. System for ensuring that the person who has reported issues to the Audit and Supervisory Committee are
not subject to disadvantageous treatment
The Company shall put in place a system to prohibit disadvantageous treatment of the person who has reported
issues to the Audit and Supervisory Committee.
9. Matters related to policies regarding the procedures for advance payment or reimbursement of expenses
arising from the execution of duties by the Audit and Supervisory Committee and the processing of otherexpenses or financial obligations resulting from the execution of duties by the Audit and Supervisory
Committee
The Company shall promptly respond to requests for the advance payment of expenses arising from theexecution of duties by the Audit and Supervisory Committee, reimbursement of paid expenses, and payment
for incurred financial obligations.
10. System for ensuring that audits by the Audit and Supervisory Committee are conducted effectively(1) The Audit and Supervisory Committee conducts audits in accordance with the Audit and Supervisory
Committee auditing standards defined by the Audit and Supervisory Committee. As necessary, they issue
instructions to the Internal Control Department and other departments to conduct investigation, etc. anddeliberate with Directors to improve the effectiveness of their audits.
(2) Accounting Auditors regularly report audit plans and audit results to the Audit and Supervisory Committee.
When necessary, the Audit and Supervisory Committee shares information and exchanges opinions withAccounting Auditors, each department of the Company, and Group companies.
(3) The Audit and Supervisory Committee has regular meetings with Representative Directors, and shares
their opinions regarding the issues to be addressed by the Company, the status of the auditing environment of
the Audit and Supervisory Committee, important issues related to auditing, etc., and develops deeper mutual
understanding and trust.
11. System for ensuring the reliability of financial reporting
In order to ensure the reliability of the financial reporting of the Company and Group companies, and toeffectively and appropriately submit the internal control reports stipulated in the Financial Instruments andExchange Act, the Internal Control Department builds and maintains internal control systems related tofinancial reporting and strives to enhance control activities related to important financial reporting processes.

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2. Basic Views on Eliminating Anti-Social Forces and Progress of Development
As part of efforts to build an “internal control system for further enhancing the appropriateness of theoperations of the Company and Group companies,” the Company is taking the following measures toeliminate anti-social forces.
1. Basic policy on eliminating anti-social forces
As the basic policy on eliminating anti-social forces, in the NOF Code of Ethical Conduct, the Company
stipulates that it shall take a strong stance and firm actions against antisocial forces and organizations thatpose a threat to the order and safety of civil society, and have no involvement with such forces in any way.
The Company strives to thoroughly disseminate this policy to all Directors, Audit & Supervisory Board
Members, Operating Officers, etc. and employees. The Company has also joined the Tokubouren, anddeclared its complete departure from antisocial forces both within and outside the Company.
2. Progress of development of system to eliminate anti-social forces(1) Progress of establishment of response control department
The Company has designated the Compliance Committee Secretariat to be a response control department as
point of contact for reports and consultation for advice regarding unreasonable requests from anti-social
forces. By eliminating individual judgements, and avoiding the isolation of Directors, Audit & Supervisory
Board Members, Operating Officers, etc. or employees of the Company and the Group companies, theCompany aims to construct a system where responses to anti-social forces are made as an organization.
(2) Cooperation with external specialized organizations
The Company makes reports and inquiries to the Tokubouren, which it has joined as a member, or to the antiorganized crime section of the police station under the jurisdiction. In addition, the Company also consults its
corporate attorney-at-law, as necessary, and receives guidance regarding countermeasures from these external
specialized organizations, and takes suitable and appropriate measures.
(3) Information gathering on anti-social forces and status of management thereof
For the purpose of identifying antisocial forces, the Compliance Committee Secretariat collects information
on antisocial forces and manages them centrally. The information is collected from various types of documents
provided by the Tokubouren, which the Company is a member of, and information provided by the Special
Regional Council for Violence Prevention, news reports, and information on actual cases of consultation at
the Company and the Group companies.
(4) Implementation of training activities
The Company incorporates education on the Code of Ethical Conduct into the employee training program,and strives to make the Code known throughout the Company, via various opportunities such as during new
employee training and training at the organizational level. The Ethics Committee is also conducting activities
to spread awareness on compliance at the Company and the Group companies.

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V. Other
1. Adoption of Takeover Response Policy (Anti-Takeover Measures)
Adoption of Anti-Takeover Measures

Not Adopted

Supplementary Explanation―

2. Other Matters Concerning the Corporate Governance System
In order to provide timely and appropriate information about the Company to investors, the Company
conducts timely disclosure as stated below, in accordance with various laws and regulations, including the
Financial Instruments and Exchange Act, and the Rules on Timely Disclosure set by the Tokyo Stock
Exchange, as well as internal regulations (Regulations to Prevent Insider Trading).
1. Information about Defined Facts and Financial Results
Information about defined facts and financial results are determined swiftly at the monthly regular meetingof the Board of Directors, at an Executive Committee meeting, or at extraordinary sessions of the Board of
Directors which are convened as required. In accordance with the Rules on Timely Disclosure set by the
Tokyo Stock Exchange, the Company shall determine if the information about the defined facts and financial
results needs to be disclosed. If necessary, the information shall be promptly disclosed.
2. Information about Transpired Facts
Information about transpired facts shall be reported immediately by the head of the department that discovered
the occurrence of the said facts to the person in charge of information management (General Manager ofCorporate Communications Department). In accordance with the Rules on Timely Disclosure set by the Tokyo
Stock Exchange, the person in charge of information management shall determine if the information about
the transpired facts needs to be disclosed. If necessary, the information shall be promptly disclosed.
3. Information about Subsidiaries
Information about defined facts, financial results, and transpired facts concerning the Company’s subsidiaries
shall be reported immediately by the head of the subsidiary to the head of the department of the Company,
which is responsible for supervising the said subsidiary. After receiving the report, the head of the responsible
department shall examine the contents of the said information with the person in charge of information
management. In accordance with the Rules on Timely Disclosure set by the Tokyo Stock Exchange, if theinformation needs to be disclosed, it shall be promptly disclosed.

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- 32 -

- 33 -

Skill Matrix
Name

TitlesTakeo
Chairman and Chief
Miyaji Executive Officer
Koji
President and Chief
Sawamura Executive Officer
Manabu Director and Executive
Saito
Operating Officer
Kazuyoshi Director and Executive
Yamauchi Operating Officer
ShingoOutside Director
Unami
Izumi
Outside Director
Hayashi
Audit and Supervisory
Masanobu
Committee Member;
Miyo
Director
Audit and Supervisory
Kunimitsu
Committee Member;
Ito
Outside Director
Audit and Supervisory
YurikoCommittee Member;
SagaraOutside Director
Audit and Supervisory
KeiichiCommittee Member;
Miura
Outside Director

Corporate
Management,
Business
Management, DX

R&D, Quality andProduction
Technology

Sales andMarketing, SCM

●
●

●
●

●

●
●

Overseas Business,
GlobalFinance andAccounting

●

●

●

●

●

●
●

Legal and ESG,
Environment and
Safety, Human
Resources
Management

●

●

●
●

●
●

●

●

●
●
●

●

●

●
●
●

The ● symbol indicates the skills that are particularly expected of each Director.
The above list does not show all the professional skills that each person possesses.

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