CORPORATE GOVERNANCE
Note: This is an English translation of the Japanese original for reference purposes only.
Last Update: July 2, 2024

Company Name: V Technology Co., Ltd.
Representative: Shigeto Sugimoto, President, and CEO
Person to Contact: Hiroyuki Mashiko, Manager, General Affairs Dept.
Securities Code: 7717
Phone: +81-45-338-1980【Corporate Governance Report】
The Status of corporate governance on V Technology Co.,Ltd.(here in after “The company”) is as follows.

ⅠBasic Policy on Corporate Governance, Capital Structure, Corporate Attributes, and Other Basic
Information

1. Basic Approach

The Company believes that it is important to pursue medium- and long-term profit growth throughstrategic initiatives and proactive management activities in businesses that contribute to society by creating
innovations, to sustain the company and increase corporate value, and to develop an organizational structure
by enhancing corporate governance to build good relationships with shareholders, investors, customers,
employees, and other stakeholders through cooperation, trust, and shared expectations.
Based on this concept,
1.Establishment of a flat and flexible management organization system that enables prompt decisionmaking.
2.Rapid and accurate information gathering ability, creative technology development ability, and aggressive
boldness of cost competitiveness.
3.Compliance with laws and regulations, articles of incorporation and company rules.
4.Promote dialogues and timely, appropriate information disclosures.
The company strives to have more transparent company management with full of ambition, and a sense of
speed through such measures as the following.

【Reason for not implementing the Principles of the Corporate Governance Code】
The Company implements all the principles of the Corporate Governance【Disclosure Based on the Principles of the Corporate Governance Code】[Updated] Principle 1-4: Cross-held Shares

The company has a basic policy of not owning Cross-held Shares and, does not own any of them.

 Principle 1-7: Related Party Transactions

When conducting related party transactions, the relevant directors are required to report in writing to the Boardof Directors in advance.
Then, the Board of Directors, after excluding the relevant director from the quorum, resolves on the merits of thetransaction.
When a transaction is implemented, the relevant director reports to the Board of Directors on a regular basis,and the Audit & Supervisory Board conducts audits as necessary.

 Supplementary Principle 2-3①

The Company has identified three material issues related to sustainability (materiality) as themes that it should
be aware of throughout its corporate activities, based on its basic policy (Supplemental Principle 4-2②) that sets
forth its initiatives related to sustainability.
The Company regards all material issues as business opportunities and is currently engaged in the following
activities.

1

・Environment and Resources
The Company will conduct business activities in consideration of the global environment and the efficientuse of limited resources, taking into account climate change risks and opportunities.The Company isdeveloping energy-saving equipment and exploring business models for a decarbonized society.
One specific example is the development of yield improvement technology and the establishment of acompany to deliver salvage services.
The Company's entry into the agricultural sector is also a business model that solves issues related to water,which is an important resource in the agricultural sector, and the bearers of this resource. The company isdeveloping automation and labour-saving technologies for agricultural production on its pilot farm at theYRP Innovation Center.
・The company’s social contribution activities
The Company supports sports promotion activities and educational activities that contributes to the soundgrowth of young people. Currently, The company is also supporting the activities of the All Japan Judo
Federation to contribute to local sports promotion activities.
The company has established a women's judo club as an active support for women to play active roles insociety, and are hiring them as athlete employees.
The Company also supports the Consortium for Education and Research in Advanced Laser Science (Coral),where their employees give classes and conducts experiments on cutting-edge laser technologies.
・Employees
The Company provides an internal environment in which employees, who are the important foundation of
their business, can exercise their abilities. The company applys a staggered workday system of up to one
hour. The company also manage their employees to take paid leave as early as possible within 10 months ofgrant.
The Company will also continue to identify and address important issues by referring to the social situation,
including the recommendations of TCFD.

 Supplementary Principle 2-4①

The Company conducts its corporate activities based on the concept of ensuring diversity, which is to fairly
evaluate the abilities and knowledge of individuals, including those of overseas subsidiaries, and to promote
them to management positions regardless of gender, nationality, or recruitment route.

The Company has a background (corporate culture) of accepting and growing a variety of people since its
establishment. As a result, the percentage of mid-career hires who are promoted to management positions iscurrently over 95%, which is extremely high. In addition, The company has promoted people to executive officers
as appropriate, depending on their abilities. The company has also been actively promoting women and nonJapanese to management positions, depending on their qualifications and abilities.
The Company has recently set a target of about 30% of non-Japanese employees in management positions in
the 2030s (currently about 25%), taking into account the fact that the Company is currently expanding its
business mainly in Asian countries.
With regard to the employment of women in managerial positions, the Company appointed women to theBoard of Directors at the 27th Ordinary General Meeting of Shareholders held on June 26, 2024, and willcontinue to actively promote deserving individuals to managerial positions in the future.
Since the rate of mid-career hires to management positions is at a high level, the company has not set a
specific numerical target for the 2030s but maintain the status quo.
In parallel with the development of a diverse workforce among current employees, the Company will also workon its human resources development policy.
With regard to the internal environment development policy, the Company is developing the workplaceenvironment with the health and safety of its employees as the top priority, for example by ensuring that 100% of
holidays are made up for when working on holidays and paid leave is taken up early (within 10 months of being
granted), and by sharing near-misses, including those at overseas current laws, at the Health and Safety
Committee meetings.

 Principle 2-6: Asset Owner
The company has introduced a defined contribution individual pension plan (401K), has employees know thenecessary information, and hold briefings on the investment plan regularly.

2Principle 3-1: Enhancement of Information Disclosure(i) Company values, management philosophy, and management strategies and plans formulated
based on these values
The company has the following management principles.
“Contributing to society with fervor and great ambition, through our world-class innovative manufacturingsolutions”
The management philosophy is also disclosed on the company’s website.
https://www.vtec.co.jp/en/corporate/philosophy.html
The company appropriately discloses Company's management plan (outlook for business performance) forthe current fiscal year in the Summary of Financial Results and so on.
The company is also working to enhance information disclosure, such as disclosing information on financial
results briefings for institutional investors and presentation materials at the general shareholders' meeting on
their website immediately after the event.

(ii) Basic policy regarding corporate governance.

Dscribed above item “1. Basic Approach” of ”Ⅰ. Basic Approach to Corporate Governance” in this Corporate
Governance Report.

（iii）Regarding the policies and procedures for determining the compensation of executives anddirectors of the company, they will consider the balance with company’s profit, capital policy, andmeasures such as shareholder return.
Remuneration is determined based on the balance between the Company's earnings, capital policy andmeasures for shareholder return. For details, please refer to "Ⅱ Corporate Governance Structure forManagement Administration About Management Decision-making, Execution, and Supervision, and Others"
below.

（iv）Basic approach to selection and dismissal (basic policy, factors to consider, etc.), and process for
decision making.
＜Policy＞
Senior management and directors: The Company's basic policy is to have knowledge, experience, ability, andmultiple perspectives commensurate with their responsibilities. For Directors in particular, they places
importance on their overall management capabilities, including (1) leadership to strongly promote thebusiness, (2) a deep understanding of the business environment surrounding the Company, and (3) strengths
and challenges.
Audit & Supervisory Board Members: The Company's basic policy is to emphasize the balance of businessexperience and knowledge based on an understanding of accounting and finance at the Company and othercompanies, as well as qualities that ensures independence from business execution personnel.
The Company's basic policy on dismissal is to use the following as criteria for deliberation: (1) in the event ofan act against public order and morals, (2) in the event that the continuation of duties becomes difficult due tohealth reasons, (3) in the event that corporate value is significantly impaired by neglect of duties, and (4) inthe event that it becomes clear that the qualifications specified in the requirements at the time of appointment
are not recognized.
＜Procedure＞
Senior management: Based on the proposal of the Representative Director, the Board of Directors shallmake the appointment.
Directors and Audit & Supervisory Board Members: Based on the proposal of the Board of Directors, therespective candidates are put forward to the General Meeting of Shareholders.
Directors necessarily have to be discussed by the voluntary Nomination and Remuneration Committee andauditors have to be agreed by the Supervisory Board.
Dismissal: In the event of a conflict with the above criteria, the Board of Directors will make a decision on
dismissal after deliberation by the voluntary Nomination and Compensation Committee, based on a proposalby the Board of Directors in consideration of the importance of the relevant person to the Company.

(v) Reasons for such election / dismissal / nomination, expected roles, etc.

The reasons for the nomination of candidates for Directors and Audit & Supervisory Board Members of theCompany, whether internal or external, are disclosed in the notice of convocation of the General Meeting of
Shareholders. In addition, the Company believes that the election and dismissal of senior management will be
explained as necessary to the extent appropriate.

3 Supplementary Principle: 3-1③

In accordance with the management philosophy, the Company focuses on management to achieve sustainablebusiness growth by working to utilize human capital, intellectual property and climate related issues as follows.

Human capital:

To support a variety of work styles, the company allows their employees to stagger their work hours by up to
one hour. In addition, Towards the 2030s, the company aims to fully achieve early take-up of paid leave (within
10 months of grant). In 2023, 87.5% of employees took paid leave within 10 months of grant.

Intellectual property:

The company has always focused on research and development, but as mentioned above, in recent years thecompany has been placing particular emphasis on the field of sustainability. The ratio of R&D to sales was 8.17%
in the most recent fiscal year, the 27th.

Climate-related risks and opportunities:

The Company establishs a system of governance and risk management, identifys risks and opportunities, anddiscloses countermeasures (strategies), targets, and indicators for management when significant events are
identified, referring to the TCFD framework and other relevant standards.
・Governance Structure and Role of Management
The Board of Directors manages and supervises climate-related risks and opportunities based on reports
from the President and Chief Executive Officer and others.
In addition, the President and Chief Executive Officer attends each division meeting to receive reports
and other information on climate change-related risks and opportunities from those responsible for eachdivision and scrutinize them.
・Risk Management System and Processes
The Company recognizes climate change as one of the external risks stipulated in the "Basic Rules for
Risk Management" and positions it as a risk to be addressed by the entire company.
Based on reports on climate-related risk opportunities reported to the Board of Directors andHeadquarters meetings, the company will scrutinize, manage, and supervise them as appropriate, and work
to enhance the process for assessing climate-related risks.
・Development of decarbonization technology
The company is working to reduce energy consumption in its manufacturing equipment, for example byapplying LED light sources in exposure equipment.

・The Challenge of Low-Environmental-Impact Agriculture

Aiming to diversify through solving domestic and international agricultural issues, the company isworking on agricultural productions using environmentally friendly farming methods that can significantly
reduce pesticides and water consumption compared to conventional farming methods. The Company is also
working on the development of automation and labour-saving technologies for agricultural production at theYRP Innovation Center's test farm.

 Supplementary Principle: 4-1①

The Company has introduced an executive officer system to clarify the roles and responsibilities of directors andexecutive officers in order to strengthen corporate governance.
The Company has established "Regulations of the Board of Directors" and "Regulations of Duties and Authorities"
to clearly define matters to be submitted to the Board of Directors. As the Company places importance on speed,business decisions are made by resolution of the Executive Officer in charge and the President and CEO.
On the other hand, the Company considers particularly important matters and managerial decisions to be mattersfor resolution by the Board of Directors, which, together with the supervision of business execution, are the dutiesof the Board of Directors. The duties of executive officers are to fulfill their roles as persons responsible for the
execution of their assigned duties.

 Supplementary Principle: 4-1③

The succession plan for the CEO, etc. is based on the Company's management philosophy and specific management
strategies as well as the skill matrix defined in accordance with Supplementary Principle 4-11①, and is managed
by the Board of Directors after consultation with the Nomination and Compensation Committee.
The Nomination and Compensation Committee is chaired and majority of its members are independent outside
directors, and has established a highly transparent and fair system for nominating successors. This process isreviewed as necessary in response to changes in the business environment surrounding the Company.
The development of successors with sufficient time and resources will also be reported to the Board of Directors andproceed as appropriate.

4 Supplementary Principle: 4-2②

The Company believes that it is important for a company to fulfill their social responsibilities so that the company
can coexist with society and the Earth and achieve sustainable development. The company has established thefollowing basic policies for their sustainability initiatives based on their management philosophy, management
policies, corporate action guidelines, and employee action guidelines.
・Contribute to society and the Earth through the creation of the world's best innovations.
The company will not only address global environmental issues through the business, but also participate in andcontribute to the local community through their sponsorship. In order to make various contributions, the company
will continue to take on the challenge of innovation in new technologies and businesses.
・Compliance with laws and regulations in economic activities
The company complys with domestic and international laws and regulations, and conduct their businessactivities in a sensible manner. In order to conduct fair transactions. The company respects free competition in themarket and strive to maintain a fair and equal position with their stakeholders.
・Respect for human rights and various values
The company will respect the diverse values, individuality, and privacy of their employees and other related
individuals. In addition, as a company engaged in global corporate activities, mainly in Asia. The company strives
for mutual understanding, taking into consideration not only individual values but also the culture and customs ofeach country and region.
In addition, each department is responsible for the implementation status and effects of various strategies related
to human capital and intellectual property, and reports to the Board of Directors as appropriate.

Principle 4-9: Independence Judgment Criteria and Qualifications of Independent Outside
Directors

The Company designates as independent outside directors those outside directors of the Company who do not meet
any of the following conditions.
In principle, the Company will notify the Tokyo Stock Exchange of the independent directors and will file a
notification with the Exchange with the consent of the individual.
・Criteria for determining independence
The Company shall designate as independent outside directors those outside directors of the Company who do
not fall under any of the following conditions.
① A person who has the Company as a major business partner or a person who executes the business of theCompany (payment of 2% or more of annual consolidated total sales)② The Company's major business partners or their business executors (payment of 2% or more of the annual
consolidated total sales)③ Consultants, accounting experts, or legal experts who receive a large amount of money (payment of 10
million yen in the case of an individual, or 2% or more of annual gross sales and ordinary income in the case of acorporation on average for the past three fiscal years) or other assets from the Company other than compensation
for their services as directors. In the event that the person obtaining such assets is a corporation, partnership orother organization, the person shall be a member of such organization.
④ Accounting auditor of the Company or its subsidiary or its employee⑤ Directors, Audit & Supervisory Board Members, accounting advisors, executive officers, corporate officers,
managers, or any other employees of financial institutions or any other major creditors essential to the
procurement of funds, or their parent companies or important subsidiaries⑥ Those falling under ① to ⑤ for the past five years⑦ Spouse or relatives within the second degree of relationship falling under ① to ⑥.
In addition, The same criteria are used to determine the independence of outside auditors.

 Supplementary Principle: 4-10①

The Company established a voluntary Nomination and Compensation Committee as an advisory body to theBoard of Directors in February 2021.
For details, please refer to "1. Matters Concerning Institutional Structure and Organizational Operations" in "Ⅱ
Corporate Governance Structure for Management Administration About Management Decision-making, Execution,and Supervision, and Others.

5 Supplementary Principle: 4-11①

The Company believes that it is important for the Board of Directors to fulfill its responsibilities to have eachdirector, both inside and outside the Company, who has diverse experience, knowledge, expertise and insight, toshare and scrutinize opinions from various perspectives.
In addition to the details described in Principle 3-1 regarding policies and procedures for the election of directors,
the company will consider the combination of the skills currently possessed by each director.
The company believes that the current composition of the Board of Directors is an appropriate size that allows for
substantive discussions to be held in a compact manner, while at the same time generally ensuring diversity.
For details of the skill matrix of the Company's Board of Directors, please refer to the table attached to " V.
Others", "2. Other Matters Concerning Corporate Governance System, etc.".

 Supplementary Principle: 4-11②

When an officer of the Company wishes to serve concurrently as a director or Audit & Supervisory Board
Members of another listed company, the Board of Directors confirms and deliberates whether or not the officer canadequately fulfill his/her role and responsibility as a director or Audit & Supervisory Board Member of theCompany, and then decides whether or not the officer can serve concurrently.
In addition, when making a resolution, the relevant officer is excluded from the quorum.
The status of concurrent positions is disclosed annually in the notice of convocation of the General Meeting of
Shareholders and in the Annual Securities Report.

 Supplementary Principle: 4-11③

The Company evaluates and analyzes the effectiveness of the Board of Directors every year through selfassessment, using the fiscal year as the evaluation period. There are three main items: "size and composition of theBoard of Directors," "evaluation of the content of deliberations," and "future issues. These three items are observed
on a regular basis, and the evaluation and analysis items are added as necessary according to internal and external
topics during the year. The results of this year's evaluation and analysis are as follows.
・ Size and composition of the Board of Directors

The appointment of candidates for external directors (increased number) to strengthen governance deserves
recognition.

・ Evaluation of the content of deliberations

The agenda is properly managed, and generally, each board member asks questions or expresses his/her
opinion on important matters.

・ Issue

Accelerate efforts to address issues surrounding sustainability.

 Supplementary Principle: 4-14②

The Company proactively supports directors and Audit & Supervisory Board Members in their efforts to acquire
knowledge through seminars and study sessions.
As a general rule, the company makes it a rule to participate in seminars and study sessions at least once a year.
The Company provides appropriate guidance to deepen their understanding of current knowledge, focusing on laws
and regulations related to the Companies Act and corporate governance, in order to fulfill the roles and legal
responsibilities required of directors and Audit & Supervisory Board Members..
The cost of participation in seminars and study sessions is borne by the Company.

 Principle: 5-1 Policy on Constructive Dialogue with Shareholders

For details on the Constructive Dialogue with Shareholders, please refer to this corporate governance report,"１．IR activities" on "2. Other Matters Concerning Corporate Governance System" in "V Other" Actions taken to realise cost of capital and share price conscious management(English disclosure available)

The company formulated a medium-term management plan for the period from FY2025 to FY2029, and disclosed
the plan on the company website on 14 May 2024 for the Japanese version and 17 May 2024 for the English version.

6

2. Capital Structure
The Ratio of the Number of Shares

10% or more and less than 20%

Held by Foreigners【Major Shareholders】[Updated]
Name

Number of shares held

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

1,186,200

Shigeto Sugimoto

Ratio（％）

12.15

1,174,600

12.04

Japan Custody Bank, Ltd. (Trust Account)

448,738

4.59

JPMorgan Securities Japan Co., Ltd.

194,459

1.99

NORTHERN TRUST GLOBAL SERVICES SE, LUXEMBOURG RE CLIENTS NONTREATY ACCOUNT

126,900

1.30

JP MORGAN CHASE BANK 385781

126,071

1.29

SBI Securities Co., Ltd

115,514

1.18

INTERACTIVE BROKERS LLC

94,7000.97

Morgan Stanley MUFG Securities Co., Ltd.

86,053

0.88

Yoshiaki Shimane

82,6000.84

Existence of Controlling Shareholder(excluding parent company)―――

Existence of Parent Company

None

Supplementary Explanation [Updated]
The above information is current as of March 31, 2024.
Sumitomo Mitsui Trust Asset Management Co Ltd and its joint holder and one other person are stated to hold thefollowing share certificates and other securities as of 29 December 2023 in the report on substantial shareholdings,
which is available for public inspection as of 10 January 2024. However, as the Company is unable to confirm thenumber of shares actually held, they have not been included in the above list of major shareholders.
【Name/number of shares held/percentage of share certificates held】
Sumitomo Mitsui Trust Asset Management Co., Ltd. and other one / 503,000 shares / 5.00%

3. Corporate Data
Stock Exchange and Marketplace
SectionTokyo Stock Exchange, Prime section

Accounting Period

MarchType of Industry

Precision Equipment

Number of Employees at the Most
Recent Fiscal Year-End (Consolidated):

500 or more and less than 1000

Consolidated Net Sales for the Most
Recent Fiscal Year:
Number of Consolidated Subsidiaries at
the Most Recent Fiscal Year-End:

More than 10 billion yen and less than 100 billion yen

10 or more and less than 50

4. Guidelines on Measures to Protect Minority Shareholders When Dealing with Controlling Shareholders―――
5. Other Special Circumstances that May Materially Affect Corporate Governance―――7

Ⅱ Corporate Governance Structure for Management Administration About
Management Decision-making, Execution, and Supervision, and Others
1. Matters Concerning Institutional Structure and Organizational Operations
Organization Form

Company with Auditors【Director】
Maximum Number of Directors
Stipulated in the Articles ofIncorporation:

10

Terms of Office Specified in the
Articles of Incorporation:

Two years

Chairperson of the Board of Directors:

President

Number of Directors:

5

Outside Directors appointed:

Appointed

Number of Outside Directors:[Updated]3

Number of Outside Directors
Designated as Independent
Directors: [Updated]

3

Name

Junji

Kido

Attributeab

Relationship with the Company (*)

cdScholar

e

f

g

h

i

j

k

〇

Hideto Nishimura

From another company

Junko Tateyama

Lawyer* 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

a.
b.
c.
d.
e.
f.
g.
h.

Executive (a person who executes business; hereinafter, the same) of the Company or its subsidiaryNon-executive director or executive of a parent company of the Company
Executive of a fellow subsidiary of the Company
Party whose major business partner is the Company or an executive thereof
Major business partner of the Company or an executive thereof
Consultant, accounting professional or legal professional who receives a large amount of monetaryconsideration or other property from the Company besides compensation as a director
Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is a corporation)
Executive of a business partner of the Company (which does not correspond to any of d., e., or f.) (the Director

i.
j.
k.

Executive of a corporation to which outside officers are mutually appointed (the Director himself / herself only)
Executive of a corporation that receives a donation from the Company (the Director himself / herself only)
Other

himself / herself only)

8

Name

Designation as
Independent
Officer

Supplementary
Explanation of
the Relationship

Reasons for Appointment

The company group has
commissioned part of the company’s
research and development to Kido

He successfully developed the first white
OLED in 1993 and has extensive
experience and insight in OLED displays
and a proven track record as a corporate
executive. Based on his past record ofproviding appropriate advice andrecommendations as an outside director,
the company has determined that he isqualified to serve as an outside director.

Lab at Yamagata University.

Junji Kido○

The company's overall outsourcing
expenses paid to Yamagata
University as the required expenses
for conducting this research are 18
million yen on average annually
over the past three years.
This amount is 0.03% of theordinary income (46,450 million yen)of Yamagata University, a national
university corporation, for the fiscal
year 2022, which is extremely small.

Hideto Nishimura○

The Company has elected him,
anticipating that he will be able to carryout his duties, such as providing advice
and recommendations, based on his
abundant experience and insight on
OLED displays and his track record as acorporate manager. Although there aretransactions as described on the left, theamounts are extremely small. Therefore,
the Company has determined that there
is no conflict of interest with generalshareholders and that he has sufficient
independence.
The Company highly evaluates his career as amanagement consultant and his track recordof providing appropriate advice andrecommendations as an outside director froman objective perspective based on his many
years of experience and insight in formulating
management strategies in the business world,and has determined that he is suitable for the
position of outside director.

―――

The Company also expects him to carry out
his duties such as providing advice andrecommendations based on his extensive
experience and track record in corporate
management, and has appointed him as such.
Ms. Tateyama is suitable for an outside
director because. she is well versed incorporate legal practice as a lawyer and,based on her experience and insight, she canplay an appropriate role in strengthening theCompany's corporate governance.

Junko Tateyama〇

We expect her to contribute to strengthening
the supervisory function of the Company's
management by making recommendations on
overall management based on her legal
expertise as a lawyer, and by providing
advice from the perspective of decarbonization
management based on her experience ofworking in the Ministry of Foreign Affairs.

―――

Although she has not been involved in the
management of a company in the past, for thereasons stated above,we believe that she will
be able to carry out her duties as an external
director appropriately.

910Voluntary Establishment of Committee(s)Equivalent to Nominating Committee or

Yes

Remuneration Committee
Status of establishment of voluntary committees, composition of members, and attributes of the chair (chairperson).

Name ofCommittee

Number of
Total

ChairmanMembers

Full-timeMembers

Company
Directors

OutsideDirectors

OutsideExperts

OthersA Voluntary
Vommittee
Equivalent to a
Nominating
Committee

Nomination
andCompensation
Committee

3

0

1

2

0

0

OutsideDirector

A Voluntary
Committees
Equivalent to aCompensation
Committee

Nomination
andCompensation
Committee

3

0

1

2

0

0

OutsideDirector

Supplementary Explanation
In February 2021, the Company established a voluntary Nomination and Compensation Committee consistingof one representative director and two independent outside directors in order to strengthen the independence
and objectivity of the Board of Directors' functions and further enhance corporate governance.
The committee performs the functions of both the Nomination Committee and the Compensation Committee ofa company with a nomination committee, etc. under the Japanese Companies Act.
In response to the advice of the Board of Directors, the Committee mainly deliberates on (1) matters related tothe election and dismissal of Directors, (2)matters related to policies and procedures for Directors'
remuneration, (3) matters related to the content and system design of Directors' remuneration, and (4) othermatters deemed necessary by the Board of Directors, and reports to or makes decisions for the Board of
Directors.
The independence of the Committee is ensured by having the Chairperson and the majority of its members be
independent outside directors. The status of the Committee's activities is as stated in the Annual Securities
Report.

【Audit & Supervisory Board Member】
Establishment of Audit & Supervisory
Board

Established

Maximum Number of Audit & Supervisory
Board Member Stipulated in Articles ofIncorporation

4

Number of Audit & Supervisory Board
Member4

11

Cooperation among Audit & Supervisory Board Member, Financial Auditor and Internal Audit Department
The Audit & Supervisory Board Members meet regularly with the Accounting Auditors, and thecompany receives reports from Accounting Auditors on the progress of accounting audits and audit
results, including internal control.
The cooperation with the internal audit department is described in section 'Ⅱ Corporate
Governance Structure for Management Administration About Management Decision-making,Execution, and Supervision, and Others', '2. Matters on Functions of Business Execution, Audit andSupervision, Nomination and Remuneration’.

Appointment of Outside Audit &Supervisory Board Member
Numbers of Outside Audit &Supervisory Board Member
Number of Independent Officers
DesignatedAppointed
2

2

Name

Attribute

Osamu Abiru

From anothercompany

Shigeki Chiba

From anothercompanyab

Relationship with the Company (*)

c

d

e

f

g

h

i

j

k

l

m

△

* Categories for “Relationship with the Company”“〇”when the Audit & Supervisory Board Member presently falls or has recently fallen under the category;“△”when the Audit & Supervisory Board Member fell under the category in the past;“●”when a close relative of the Audit & Supervisory Board Member presently falls or has recently fallen under the category“▲”when a close relative of the Audit & Supervisory Board Member fell under the category in the past
a.
b.
c.
d.
e.
f.
g.
h.
i.
j.

Executive (a person who executes business; hereinafter, the same) of the Company or its subsidiaryNon-executive director or accounting advisor of the Company or its subsidiaryNon-executive director or executive of a parent company of the Company
Audit & Supervisory Board Member of a parent company of the Company
Executive of a fellow subsidiary of the Company
Party whose major business partner is the Company or an executive thereof
Major business partner of the Company or an executive thereof
Consultant, accounting professional or legal professional who receives a large amount of monetaryconsideration or other property from the Company besides compensation as an Audit & Supervisory Board
MemberMajor shareholder of the Company (or an executive of the said major shareholder if the shareholder is a corporation)
Executive of a business partner of the Company (which does not correspond to any of f., g., or h.) (the Audit &k.

Executive of a corporation to which outside officers are mutually appointed (the Audit & Supervisory Boardl.

Executive of a corporation that receives a donation from the Company (the Audit & Supervisory Board Memberm.

Supervisory Board Member himself/herself only)
Member himself/herself only)

himself/herself only)
Other

12

Name

Osamu Abiru

Shigeki Chiba

Designation as
Independent
Officer〇〇

Supplementary
Explanation of the RelationshipHe retired from Daiwa
Securities Co., Ltd. in March
2014, although he is from
Daiwa Securities, the leadmanaging underwriter of theCompany.

＿＿＿＿

Reasons for Appointment

He is suitable for an outside Audit &Supervisory Board Member because heis expected to contribute to the growthand value enhancement of the Group as
a t Audit & Supervisory Board Member
based on his extensive experience andknowledge ofinternal audit and compliance at financial
institutions.He also has a high level of
insight into finance and accounting
matters.Though his background, he has
been retired from Daiwa Securities for aconsiderable number of years. Therefore
considered to have sufficient independence
in the Company.

Based on his extensive knowledge of thebusiness management field, frominternal audit to finance, andmanagerial experience gained in fields
different from the Group's business, heis deemed suitable as an external
auditor.
He has been appointed as he is expected
to fully fulfil his auditing andsupervisory functions as an auditor andcontribute to the growth and valueenhancement of the Group in the future.

13

【Independent Officers】[Updated]
Number of Independent Officers―――【Incentives】
Implementation of Measures toProvide Incentives to Directors

OthersThe Company has introduced a stock-based compensation plan (stock delivery trust) by resolution of the 23rd
Ordinary General Meeting of Shareholders held on June 25, 2020.
The purpose and details of the introduction are described in below item “Remuneration for Dierctors”
Recipients of Stock Options------------【Remuneration for Directors】
Disclosure Status of Individual
Remuneration for Directors

The company has not disclosed details of individual remuneration.

Actual results for fiscal 2023

Directors : Total of 229 million yen / Three directors
Audit & Supervisory Board Members : Total of 16million yen / Two Audit & Supervisory Board Members
Outside Officers : Total of 34 million yen / Four officers

Existence of Policy for Determining
Amount and Calculation Method of
Remuneration

Yes

The Company's basic policy is to set up a remuneration system for Directors linked to shareholders'interests to function well as an incentive for the sustainable enhancement of corporate value and to set
appropriate remuneration levels for each Director based on their respective responsibilities.
Specifically, remuneration for internal directors in charge of business execution functions consists ofbasic remuneration as fixed remuneration and stock-based remuneration as non-monetary remuneration.
In contrast, outside directors in charge of supervisory functions receive only basic remuneration inconsideration of their duties.
Remuneration, etc., for Audit & Supervisory Board Members, is determined through discussions among
the Audit & Supervisory Board Members, within the scope of the total amount of remuneration resolved
at the General Meeting of Shareholders, considering whether they are full-time or part-time, and thestatus of their duties.

14

A. Basic remuneration Policy on basic remuneration
The basic remuneration for directors of the Company is a fixed monthly remuneration. The Board of
Directors decides the remuneration for the current fiscal year in June, taking into account the level ofother companies and business performance following the position, responsibilities, and years in office.
The basic remuneration for outside directors is a fixed, predetermined amount. The Board of Directors
revises the basic remuneration in June of the current fiscal year and pays it as cash remuneration
monthly.
The maximum amount of remuneration for Directors is 500 million yen per year (including up to 40
million yen per year for Outside Directors) under the resolution of the 20th Ordinary General Meeting of
Shareholders held on June 27, 2017.
The amount of remuneration, etc., for Directors, does not include the salary for directors who also serve
as employees.
The maximum amount of remuneration for Audit & Supervisory Board Members is 50 million yen peryear, as per the resolution of the 20th Ordinary General Meeting of Shareholders held on June 27, 2017.
B. Policy on non-monetary remuneration, etc.
Non-monetary remuneration etc., refers to the stock-based remuneration system introduced for three
Directors as per the resolution of the 23rd Ordinary General Meeting of Shareholders held on June 25,
2020.
The Company has introduced this system to clarify further the linkage between the Company's
business performance and stock value and the remuneration of Directors and raise awareness of theircontribution to improving the Company's business performance and increasing corporate value over the
medium to long term.
The Stock Incentive Plan is a stock-based compensation plan under which a trust established by theCompany, to which the Company contributes money, acquires shares of the Company and delivers to each
Director through the Trust the number of shares of the Company equivalent to the number of points
granted by the Company to each Director.
In principle, the Company has set the time when the Directors receive the Company shares at theirretirement from office.
The Company grants points to each Director according to his or her position on the point-granting datespecified in the share grant regulations during the trust period under the share grant regulations
established by the Company's Board of Directors.
Directors are, in principle, entitled to receive delivery of the Company's shares from the Trust in
proportion to the number of points granted to them by completing the prescribed procedures fordetermining beneficiaries at the time of their retirement.

The amount and details of remuneration under this system are as follows.
a. Eligibility for this program: Directors of the Company (excluding Outside Directors)
b. Period covered: From the fiscal year ending March 31, 2021, to the fiscal year ending March 31, 2025
c. Maximum amount of money to be contributed by the Company: 300 million yen in total
d. Method of acquisition of the Company's shares: Disposal of treasury stock or acquisition from thestock exchange market
e. Maximum number of points to be granted: 20,000 points per fiscal year
f. Criteria for awarding points: Points are awarded according to the position, etc.

15

C. Policy on the ratio of remuneration, etc.
The Company determines the ratio of remuneration for each executive Director based on the
remuneration levels benchmarked against companies of a similar business scale or in a related industry
or business category to the Company.
The ratio of non-monetary compensation increases with the higher the position. A voluntary
Nomination and Compensation Committee reviews the balance.
The Board of Directors (President and CEO who has been delegated by the voluntary Nomination andCompensation Committee in below article D) respects the content of the report of the voluntary
Nomination and Compensation Committee. Accordingly, it determines the content of individual
remuneration, etc., for each Director within the scope of the ratio of remuneration by type indicated in thereport.
The ratio of each type of remuneration, etc., is determined so that non-monetary remuneration willaccount for 13% to 17% (depending on the position) of total remuneration.
In addition, at the 23rd Ordinary General Meeting of Shareholders held on June 25, 2020, it was
decided that the maximum amount of remuneration for Directors as resolved at the 20th Ordinary
General Meeting of Shareholders had on June 27, 2017 (up to 500 million yen per year (of which up to 40
million yen per year for Outside Directors)) shall be separate from non-monetary remuneration.
The amount of remuneration, etc., paid to Directors does not include the employee's salary for Directors
who also serve as employees.
D. Matters concerning the delegation of decisions on remuneration, etc
The amount of remuneration for each Director is delegated to Shigeto Sugimoto, President & CEO,based on the board of directors' resolution, and his authority is limited to the amount of basic
remuneration for each Director.
The reason for delegating this authority to the President and CEO is that he is most familiar with theCompany's environment and business conditions.
The Board of Directors consults the voluntary Nomination and Compensation Committee on the draft
and obtains its report to ensure that the President and CEO properly exercise the authority.
Stock-based compensation is paid following the Share Delivery Regulations established by the Board of
Directors of the Company.

【Supporting System for Outside Directors and/or Audit & Supervisory Board Member】
The Company has not established a dedicated department to assist the outside auditors.
The Company has established a system that enables all members of the Board of Directors to share the materialsof the Board of Directors meetings in advance of the meetings for the purpose of gaining a deeper understandingof the deliberations.

2.

Matters on Functions of Business Execution, Audit and Supervision, Nomination and Remuneration
Decisions (Overview of Current Corporate Governance System) [Updated]
Board of Directors
The Company has five Directors, all of whom are full-time except for the Outside Directors.
The Board of Directors meets once a month, and holds extraordinary meetings as necessary.
The Board of Directors makes decisions on important matters such as auditing, monitoring,nomination, and remuneration in the management of the Company, and the execution of duties byDirectors is reported monthly.
The Board of Directors' main roles are to decide important management matters and policies andto supervise the execution of duties. In addition, three outside directors have been appointed as
independent directors.

16

Nomination and Compensation Committee
The Committee, in consultation with the Board of Directors, deliberates mainly on (i) mattersrelated to the election and dismissal of directors, (ii) matters related to policies and procedures for
directors' remuneration, (iii) matters related to the content and system design of directors'
remuneration, and (iv) other matters deemed necessary by the Board of Directors. The Committee
will then report to the Board of Directors or make a decision.
Board of Audit & Supervisory Board Members
The Audit & Supervisory Board Members consist of four Audit & Supervisory Board Members,
including one full-time Audit & Supervisory Board Member and three part-time Audit & Supervisory
Board Members. Two outside auditors have been appointed as independent directors.
Auditors attend all meetings of the Board of Directors and other major meetings as assigned, express
their opinions as necessary, interview directors and employees about the status of business operations asneeded, and inspect important documents to audit the execution of duties by directors of the Company
and its subsidiaries in accordance with the auditing standards and audit plans of auditors. The threeauditors have experience in finance and have sufficient knowledge of finance and accounting.
Internal Auditing System
The company has established an Internal Auditing Department, as the department dedicated tointernal auditing. Internal audits are conducted based on the annual audit plan following the internal
audit rules that set the audit policy. That department reports results to President ,full-time Audit &Supervisory Board Member, Board of Directors and Board of Audit & Supervisory Board Members
according to the level of importance.
Audit by Accounting Auditor
The company entered into an audit contract with Deloitte Touche Tohmatsu LLC and received an
accounting audit of that audit corporation.
During the year ended March 31, 2023, two certified public accountants, Mr. Seibee Kyoshima and
Hiroyasu Kikuchi , performed auditing services for the Company, and a total of 21 certified public
accountants and other assistants were engaged in auditing services other than Mr. Seibee Kyoshima
and Mr. Hiroyasu Kikuchi.

3. Reasons for Adoption of Current Corporate Governance System

To pursue lasting profit and increase corporate value in the FPD (Flat Panel Displays) industry, thecompany believes it is essential to have a “dynamic and flexible organizational management system” thatcan cope with changes in the environment and diversification of customer needs. The company has
appointed Outside Audit & Supervisory Board Members who have extensive experience, broad insights,
and expertise in each industry, and believes that they can perform the company’s supervisory
management functions sufficiently by executing their audit duties.

17

Ⅲ Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to Energize General Meetings of Shareholders and Smooth Exercise of Voting Rights[Updated]
Supplementary Explanation
The Company strives to disclose the convocation notice early every year so thatshareholders can fully deliberate the agenda of the General Meeting of
Shareholders.

Early Notification of General
Meeting of Shareholders

Prior to the dispatch of the notice of convocation of the Ordinary General
Meeting of Shareholders to be held on June 26, 2024, the notice of convocation
was disclosed on TDnet of the Tokyo Stock Exchange, Inc. and the Company's
website on May 30 of the same year.
The convocation notice was dispatched on June 10, 2024.

Exercise of voting rights byelectromagnetic means
Participation in the electronic voting
platform and other efforts to improvethe environment for institutional
investors to exercise their voting
rightsProviding Convocation Noticein English (Translated Partially)

The company has started to exercise voting rights by electromagnetic means fromthe Annual General Meeting of Shareholders in 2021.
The Company started using the platform for electronic delivery of voting rights
for institutional investors operated by ICJ (Investor Communications Japan) Inc.
from the Annual General Meeting of Shareholders in 2021. (ICJ) from the 2021
Annual General Meeting of Shareholders.

The company translates the convocation notice and reference documents into
English in a narrow sense and publishs them on the Tokyo Stock Exchange andthe company’s English Web page.

2. IR Activities
Supplementary Explanation

Regular Briefings for Analysts
and Institutional Investors

The Company hold financial results meetings twice a year on
the dates of announcement for the second quarter-end
financial results and the year-end financial results.

Posting of IR Materials on
WebsiteThe Company publishs IR materials such as financial
statements, announcements, and explanatory meetings
for institutional investors on the company’s website, andprovide them to shareholders and investors.

Establishment of Department
and/or Manager in charge of IR

The Company has established a department dedicated to IR
and appointed employees who are in charge of IR activities.

18

Explanation
by President
Provided3. Measures to Ensure Due Respect for Stakeholders
Supplementary Explanation
Provisions to Ensure Due
Respect for Stakeholders inInternal Rules, etc.

The Corporate Conduct Guidelines place importance on relationships withstakeholders and stipulate that they strives to maintain and develop
appropriate and friendly relationships.

Implementation ofEnvironmental Activities, CSR
Activities, etc.

The Corporate Conduct Guidelines stipulate that they should recognize thecorporate social responsibility, and they strives to protect and protect theenvironment in all corporate activities.

Formulation of Policies Concerning The Corporate Conduct Guidelines stipulate that they strives to disclose
proactively appropriate management information promptly, prevent insider
Provision of Information to
information leakage, and maintain confidentiality by insider trading rules andStakeholders
other rules.

Ⅳ Matters Related to Internal Control System
1. Basic Concept on Internal Control System and Progress of System Development

At the Board of Directors meeting held on April 27, 2015, the company has resolved thefollowing as a basic policy for establishing a system to ensure the appropriateness of operations.
Basic Concept on Internal Control System Development

1. System for ensuring that the execution of duties of Directors and employees conforms to laws andregulations and the Articles of Incorporation
The company shall establish basic compliance rules, make them well known throughout the company,and foster compliance awareness to ensure that directors and employees comply with laws andregulations and the articles of incorporation, and to respect social ethics. The department in charge
investigates whether there are a problem and reports to the board of directors.

2. System for storing and managing information related to the execution of duties by Directors
The company shall establish rules concerning document management, and system such as browsing,storing, and disposal those documents related to the execution of duties by directors and employees, inaddition to those stipulated by the Board of Directors. Besides, based on the document approval rules,
the company shall set the specific procedures for making decisions such as application and decision.

3. Regulations and other systems for managing the risk of loss
While trying to prevent risks by complying with internal regulations, prepare for the occurrenceof risks, determine basic measures according to the types, and strive to minimize losses. The
company shall also establish a disclosure system according to the extent of the loss.

4. System for ensuring efficient execution of duties by Directors
1) In addition to regular meetings of the Board of Directors, The compay shall also hold extraordinary
meetings as appropriate to share information among directors and Audit & Supervisory Board Members
and to make prompt and transparent decisions.
2) The company shall promote the sharing of information and awareness of issues among directors,
Audit & Supervisory Board Members, and employees by holding sales meetings.
3) The company shall maintain internal rules for the authority, organization, and division of duties,
clarify the responsibilities and authority of the directors and employees, and strive for appropriate,efficient, and transparent decision-making.

19

5. System for ensuring the appropriateness of work in a Corporate Group
1) System as a Corporate GroupThe company shall establish a system for managing affiliated companies, such as the establishment of ageneral manager of affiliated companies, and strive for the smooth operation of the company’s groupthrough appropriate management of affiliated companies.
2) System for reporting to the Company matters about the execution of duties by Directors ofsubsidiaries and employees who execute businessSubsidiaries regularly report to the Headquarter on business results, financial affairs, accounting,personnel affairs, and other critical business matters, which they have decided with the Company,
through the general manager of affiliated companies.
3) System for managing the risk of loss of subsidiaries
In addition to establishing a risk management system for the entire group, including thesubsidiaries in the company's risk management basic rules, each subsidiary shall endeavor to
improve its system.
4) System for ensuring efficient execution of duties by Directors of Subsidiaries
The Company shall communicate important matters of management to each subsidiary promptly,
and share information to strive for efficient execution of directors of the subsidiaries.
5) System for ensuring that the execution of duties of Directors of the Subsidiaries and employees
conforms to laws and regulations and the Articles of Incorporation
The company shall establish the code of conduct and the Basic Group Compliance Regulations
for the whole group, and the general manager of affiliated companies and the audit department in
Headquarters shall carry out internal audits.

6. System for concerning the employee when the Audit & Supervisory Board Members request thatthe employee shallsupport the duties, system for ensuring its effectiveness and system for regarding theindependence of its employees from Directors
1) The company shall place an employee to assist the Audit & Supervisory Board Members in theirduties if the Corporate
Auditors require, and treat that employee in a manner that respects the opinion of the Board ofAudit & Supervisory Board Members and make the employee independent from the Directors.
2) Employees who shall assist Audit & Supervisory Board Members' duties shall not concurrently
serve as employeesof other departments and shall follow the direction and instructions of Audit & Supervisory
Board Members.

7. System for reporting by directors and employees to Audit & Supervisory Board Members, othersystem related toreporting to Audit & Supervisory Board Members, and another system for ensuring that Audit &Supervisory Board Members audit effectively
1) Auditors shall receive reports from the accounting auditor, directors of the Company andsubsidiaries,
auditors and employees of the Company, or persons who receive reports from these persons asneeded, exchange views and ensure the effectiveness of audits.
2) Directors, Audit & Supervisory Board Members, and employees of the Group shall makeappropriate reports
promptly when they are required to report on matters related to business execution by the Audit& Supervisory Board Members.

8. System for ensuring that those who report to auditors do not receive adverse treatment
The company shall establish matters concerning whistleblower protection in the Basic Group
Compliance Regulations and ensure that theis communicate about it thoroughly to the whole Group.

20

9. Policies on prepayment of expenses incurred for the execution of duties of Audit & Supervisory
Board Members,
reimbursement proceedings and other costs incurred for the execution of such duties, andprocessing of debt
When Audit & Supervisory Board Members request the Company to pay expenses under Article 388 of
the Companies Act for the execution of their duties, General Affairs Department shall accept it and handle
such expenses or
liabilities promptly. Also, The company shall establish a system for ensuring the credibility of financial
reports and managing the risk of fraud and errors based on the basic policy on internal control over financial
reports.

2. Basic Concept toward Elimination of Antisocial Forces and Status
1) Basic Concept toward Elimination of Antisocial Forces
The company’s basic policy upon the corporate code of conduct is that the company strives to act in goodfaith daily so as not to be involved in illegal or antisocial activities. The company shall have a resolute
attitude towards and shall not have any relationship with antisocial forces.
2) Countermeasures to the Elimination of Antisocial Forces
The company shall place the General Affairs Department as the responsible department for
preventing inappropriate claims and assign a person in charge. The company shall beware trends inantisocial forces from the perspective of social responsibility and corporate defense. Also, The company
has joined the Kanagawa Prefecture Corporate Defense Measures Council to gather daily
information, participate in a lecture class, and receive instruction from the secretariat and thepolice. The company shall continue establishing the structure of the elimination of antisocial forces.

21

Ⅴ Other
1. Adoption of Takeover Defense Measures
Adoption of Takeover Defense
Measures―――

2. Other Matters Concerning Corporate Governance System

Policy regarding internal systems related to timely disclosure, structure establishment, and effort for
promoting dialogue with shareholders

１．IR activities
For all shareholders and investors and analysts (“shareholders and investors”), V-Technology Group (including the Company
and all subsidiaries of the Company, “Group”) shall disclose information such as its management strategy and information
regarding financial and performance status in a fair, timely and appropriate manner. The company shall also disclose otherinformation that contributes to the enhancement of dialogue with shareholders and investors and maintain the system for the
information disclosure.

The company aims to earn the trust and appropriate evaluation from shareholders and investors as the company exerts
themselves to have shareholders and investors understand the Group's management strategies.
Also, the company shall utilize the helpful opinions and requests from shareholders and investors as references for company
management by the Management Committee and the Board of Directors. The company shall also endeavor to improve
corporate value.
２．System of Information disclosure and dialogue
1) The basic approach of information disclosure
The Company shall disclose essential facts and information that the Company considers following the Financial Instruments
and Exchange Act and other regulations and the Securities Listing Regulations constituted by the Tokyo Stock Exchange.
Also, The company shall make fair, timely, and appropriate disclosure of information that contributes to the enhancement of
dialogue with shareholders and investors.
2) Information disclosure based on laws and regulations and access to information

The company shall disclose information based on the "Financial Instruments and Exchange Act” through the "Electronic

Disclosure system related to disclosure documents such as securities reports, etc.” (Called "EDINET") provided by the Financial
Services Agency. The company shall also publish the same disclosure documents promptly on their website.

The company shall disclose information based on the "Securities Listing Regulations" through the "Timely Disclosure
Information Transmission System" (Called "TDnet") provided by the Tokyo Stock Exchange, and the company shall also
publish the same disclosure documents on their website.

The company shall publish helpful information that contributes to the enhancement of the dialogue. Such as financial results
briefing materials (supplementary materials), business explanatory materials, shareholder communications, relevant
information, and news releases which apply to the “Financial Instruments and Exchange Act” on their website.

3) Information disclosure system and the contact point for dialogue
The executive officer in charge of the administration serves as the information handling officer, and the management
headquarters collects information from the information management staff of each department and Group Company of theCompany and reports it to the President and CEO. The information handling officer shall make various disclosures under the
direction of the President and CEO.
Also, the CEO has overall control over the dialogue with shareholders and investors, and the President’s Office IR Group acts
as the contact point for dialogue. Either the CEO, the information handling officer, the President’s Office IR Group leader, theGeneral Affairs Department manager, the Finance and Accounting Department manager, or the person appointed by the
information handling officer handles the dialogue properly.

22

【Corporate Governance Structure】

23