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

CORPORATE GOVERNANCE
Valuence Holdings Inc.

Last Updated: September 2, 2024
Valuence Holdings Inc.
Shinsuke Sakimoto, Representative Director
Inquiries: Corporate Planning Division (+81-3-4580-9983)
Securities Code: 9270
https://www.valuence.inc/en/

This document provides an overview of Valuence Holdings Inc. (the “Company”) corporate governance.

I. Corporate Governance Philosophy, Capital Structure, Corporate Attributes, Other
Basic Information
1. Basic Philosophy
The Valuence Group including the Company has established "Circular Design for the Earth and Us" as our purpose and "To
Encourage More People to Focus on What is Most Important in Their Lives" as our mission. We are working to maintainand improve management transparency, fairness, and speed by implementing and strengthening corporate governance.
Through dialogue with all stakeholders, we are working to achieve sustainable growth and increase corporate andshareholder value over the medium to long term.

[Reasons for not implementing the principles in the Corporate Governance Code]
The Company adopts and implements the general principles defined under the Corporate Governance Code.

2. Capital Structure
Percentage of Shares Held by Foreign Nationals

Less than 10%[Major Shareholders]Name of Individual or Company
SF Property Management Inc.
NORTHERN TRUST CO. (AVFC) RE NON TREATY CLIENTS ACCOUNT
Shinsuke Sakimoto
Goldman Sachs Bank Europe SE, Luxembourg Branch
Kouji Sakimoto
SBI SECURITIES Co.,Ltd.
Sho Tagawa
Satoshi Hihara
Morgan Stanley MUFG Securities Co., Ltd.
Kenichi SatoNo. of Shares
No. of Shares
Held (Shares)
Held (%)
7,368,200
56.56
573,700
4.40
515,100
3.95
460,900
3.53
448,000
3.43
145,439
1.11
84,8000.65
63,3000.48
62,8880.48
47,0000.36

Majority Shareholders (Excluding Parent Company)

SF Property Management Inc.

Parent Company

None

Supplementary Explanation
1. The above Percentage of Shares Held by Foreign Nationals and Majority Shareholders are as of May 31, 2024.
2. The percentage of shares held has been calculated after excluding treasury shares (506,579 shares). The values are rounded
down to the second decimal place.
3. In a publicly available Report on Changes to Statement of Large Volume Holdings dated October 20, 2023, it is stated that asof October 18, 2023, VIS Advisors, LP held 1,120,500 shares, but as the Company has been unable to confirm the actual
number of shares held as of May 31, 2024, this information is not included in the major shareholders above.

4. In a publicly available Report on Changes to Statement of Large Volume Holdings dated November 22, 2023, it is stated that
as of November 15, 2023, Asset Management One Co., Ltd. held 660,500 shares, but as the Company has been unable toconfirm the actual number of shares held as of May 31, 2024, this information is not included in the major shareholders
above.

3. Corporate Overview
Stock Exchange Listing and Section

Tokyo – GrowthFiscal Year-End

AugustIndustry Sector

Wholesale

No. of Employees at End of Previous Fiscal Year(Consolidated)

More than 1,000

Net Sales in the Previous Fiscal Year(Consolidated)
No. of Consolidated Subsidiaries at the End ofPrevious Fiscal Year

From ¥10 billion to less than ¥100 billion
From 10 to less than 50

4. Guidelines on Measures to Protect Minority Shareholders During Dealings with Majority
Shareholders
When considering transactions with controlling shareholders or close family members of said shareholders, the Company
may, after deliberating the details and validity of the transaction at a meeting of the board of directors, approve suchtransactions. Such transactions are predicated on an underlying necessity, as well as board deliberation related to transaction
details and validity. These transactions shall be subject to the same basic terms and conditions as normal transactions andapproved regardless of the financial amount involved. Through this process, the Company strives to protect the interests ofminority shareholders.

5. Other Special Conditions That May Have a Major Influence on Corporate Governance―II. Administrative Organizational Structure Covering Decision-Making, Execution, andSupervision in Management Activities, and Other Corporate Governance Systems
1. Matters Related to Institutional Structure and Organizational Operations
Organizational Form

Company with Audit and Supervisory Committee[Director Relationships]
No. of Directors Under Articles ofIncorporation

15

Director Term of Service Under Articles ofIncorporation

1 yearChairperson of the Board of Directors

President

No. of Directors

11

Appointment of External directors

Appointed

No. of External Directors

7

No. of External Directors Designated as
Independent Officers

6

Relationships to the Company (1)Name
Hiroki Tomiyama
Yoshihiko Takubo

Kenji Fuma
Ibun Hirahara
Masahide Kamachi
Takashi Goto
Emi Omura

Categoryab

Relationship to the Company*c d e f g h i jkFrom another company
Scholar
From another company
From another company
Certified Public Accountant
Attorney
Attorney* Categories of Relationships to the Company* A 〇 icon indicates a category applicable to the said person currently or recently. A △ icon indicates a category applicableto the said person in the past.
* A ● icon indicates a category applicable to a close family member currently or recently. A ▲ icon indicates a category
applicable to a close family member in the past.
a
Executive of the Company or its subsidiaryb
Executive or non-executive director of the parent company of the Companyc
Executive of a fellow subsidiary of the CompanydPerson of the Company considered as a major client, or an executive of the said companye
Major client of the Company or an executive of the said company
fConsultant, accounting expert, or legal expert receiving a large monetary sum or other property other than corporate
officer remunerationg
Major shareholder of the Company (if the major shareholder is a corporation, an executive of the said corporation)hExecutive (said person only) of a client (not covered by items d, e, and f) of the Companyi
Executive (said person only) of an entity with a mutual appointment of an outside member of the audit andsupervisory boardjExecutive (said person only) of an entity to whom the Company makes donationsk
Other relationshipRelationships to the Company (2)Name

Audit andSupervisory
Committee
Members

Independent
Officers

Supplementary
Explanation
Related to
Applicable Items

HirokiTomiyama

Yes―

Yoshihiko
Takubo

Yes

―

Kenji
Fuma

Ibun
Hirahara

―

Yes

―

Reason for Selection
Mr. Hiroki Tomiyama possesses a wealth ofexperience and knowledge as a corporate manager
at other companies. We have determined that hecan be expected to contribute to enhancing thesoundness and transparency of decision-making at
the Company’s Group, etc. by utilizing his
experience and knowledge and providing effective
advice on the management of the Company as awhole.
We believe Mr. Tomiyama meets the standards of
independence, as there are no special interests
between Mr. Tomiyama and the Company thatwould have a potential conflict of interest withgeneral shareholders of the Company.
Mr. Yoshihiko Takubo has developed expert
knowledge in management as Professor at
Graduate School of Management, GLOBIS
University over many years, and possesses deep
knowledge regarding the environment surrounding
corporate management. We have determined that
he can be expected to continue to monitor the
management of the Company’s Group based on
his knowledge and experience, while also
contributing to the further growth of theCompany’s Group by providing advice onmanagement of the Company’s Group as a whole.
We believe Mr. Takubo meets the standards of
independence, as there are no special interests
between Mr. Takubo and the Company that would
have a potential conflict of interest with generalshareholders of the Company.
Mr. Kenji Fuma has managed a company thatprovides advisory services related to sustainability
and ESG investment since 2013 and possesses a
wealth of experience and achievements and deep
insight. He has provided practical and objective
advice and recommendations on overallmanagement, especially the ESG strategy of theCompany’s Group. We have determined that hecan be expected to continue to contribute tofurther growth of the Company’s Group.
Ms. Ibun Hirahara possesses a wealth ofachievements and advanced knowledge insustainability, education, and international
business based on her experience of studying
abroad in several countries in childhood and herexperience at a major pharmaceutical company
and other places. We have determined that she canbe expected to contribute to future growth of theCompany’s Group by drawing on her knowledge
and experience and providing effective advice on
overall management of the Company’s Group.
We believe Ms. Hirahara meets the standards of
independence, as there are no special interests
between Ms. Hirahara and the Company thatwould have a potential conflict of interest withgeneral shareholders of the Company.

Name

Audit andSupervisory
Committee
Members

Independent
Officers

Supplementary
Explanation
Related to
Applicable Items

Masahide
Kamachi

Yes

Yes

―

Takashi
Goto

Yes

Yes

―

Emi
Omura

Yes

Yes

―

Reason for Selection
Mr. Masahide Kamachi possesses advanced expert
knowledge developed as a certified public
accountant and tax accountant, as well as a wealthof experience as an outside officer at othercompanies, equipping him with significant
knowledge to oversee corporate management. In
our judgment, he can be expected to continue toplay a significant role in the supervision ofbusiness execution, etc., as an Audit andSupervisory Committee Member.
We believe Mr. Kamachi meets the standards of
independence, as there are no special interests
between Mr. Kamachi and the Company thatwould have a potential conflict of interest withgeneral shareholders of the Company.
Mr. Takashi Goto possesses a wealth of expert
knowledge as a lawyer, as well as a wealth ofexperience as an outside officer at othercompanies, equipping him with significant
knowledge to oversee corporate management. In
our judgment, he can be expected to continue toplay a significant role in the supervision ofbusiness execution, etc., as an Audit andSupervisory Committee Member.
We believe Mr. Goto meets the standards of
independence, as there are no special interests
between Mr. Goto and the Company that would
have a potential conflict of interest with generalshareholders of the Company.
Ms. Emi Omura possesses knowledge developed
through many years of experience as an attorney,
as well as advanced insight related to internationallaw from her time working at an international
institution. In our judgement, she can be expectedto actively offer her opinions concerning theCompany’s Group’s future global development
and ESG initiatives.
We believe Ms. Omura meets the standards of
independence, as there are no special interests
between Ms. Omura and the Company that would
have a potential conflict of interest with generalshareholders of the Company.

[Audit and Supervisory Committee]
Member Composition and Attributes of Chairperson

Total No. ofMembers
Audit and Supervisory
Committee

No. of Full-timeMembers4

Directors and Employees who Should Assist in the
Duties of the Audit and Supervisory Committee

1

None

No. of Internal
Directors

Outside Director
1Chairperson

3 Outside director

Reason for Adopting the Current System
Of the members of the Audit and Supervisory Committee, 1 internal director works full-time and conducts regular
information gathering including attendance at important meeting bodies such as the Executive Management Meeting while
ensuring appropriate communication of information in coordination with the internal auditing division. Therefore, there are
no directors or employees who should assist in the duties of the Audit and Supervisory Committee. In the future, when the
Audit and Supervisory Committee requests the personnel who should aid in these duties, these personnel shall be deemed as
appointed/assigned.
Coordination Among Members of the Audit and Supervisory Committee, Financial Statement Auditors, and Internal Auditing Division

The Audit and Supervisory Committee receives explanations of audit planning and reports on audit results from theaccounting auditor, and monitors/verifies that the accounting auditor maintains an independent position and conducts
appropriate audits. In addition, we share information once each quarter with internal auditing staff and the accounting
auditor, share issues found in the audit process, and work to ensure appropriate audits. The Internal Audit Office regularly
reports the results of internal audits to the representative director as well as to the Audit and Supervisory Committee,
exchanging information on these occasions in the interest of mutual cooperation.

[Optional Committees]
Establishment of an Optional Committee
Corresponding to a Nominating Committee or
Compensation Committee

Yes

Establishment Status of Optional Committees, Member Compositions and Attributes of Chairpersons

Name ofCommittee
Optional Committee
Corresponding to a
Nominating
Committee
Optional Committee
Corresponding to aCompensation
Committee

Total No. No. of
No. ofNo. ofOutsideofFull-time Internal
OutsideDirector
Members Members Directors
Experts

No. ofOthersChairperson

Nomination andCompensation
Committee

4

0

1

3

0

0

Outsidedirector

Nomination andCompensation
Committee

4

0

1

3

0

0

Outsidedirector

Supplementary Explanation
The Company’s Nomination and Compensation Committee is comprised of 3 or more directors with a majority of
independent outside directors and includes 1 representative director, and have been appointed by the resolution of the boardof directors. Currently, the Nomination and Compensation Committee is comprised of 4 members: Shinsuke Sakimoto,representative director; Yoshihiko Takubo, independent outside director (chairperson); Masahide Kamachi, independent
outside director; and Takashi Goto, independent outside director.
The Nomination and Compensation Committee deliberates on the following matters as consulted by the board of directors,
and reports to the board of directors.
(1) Matters regarding the appointment and dismissal of directors (matters to be resolved by the general meeting ofshareholders)(2) Matters regarding the selection and dismissal of representative director(3) Matters regarding the selection and dismissal of directors with special titles(4) Matters regarding the compensation, etc. of directors (excluding members of the Audit and Supervisory Committee)(5) Matters regarding the maximum compensation of directors (members of the Audit and Supervisory Committee)(matters to be resolved by the general meeting of shareholders)(6) Matters regarding the successor planning (including development)(7) Other important management matters that are deemed necessary by the board of directors

[Independent Officer Relationships]
No. of Independent Officers

6

Other Items Related to Independent Officers
The Company has established the criteria for independence of outside directors (https://www.valuence.inc/wpcontent/uploads/2021/10/independence-criteria-en.pdf) in order to ensure the independence of independent officers and toestablish a corporate governance system. After assessing the independence of outside directors based on these criteria, theCompany designates all outside directors who qualify as independent officers as independent officers.

[Incentives]
Remunerative Incentives for Directors

Introduction of performance-linked compensation plan

Supplementary Explanation

Regarding incentives for directors of the Company (excluding directors who are Audit and Supervisory Committee
members), at the 10th General Meeting of Shareholders held on November 25, 2021, the Company resolved two types of
performance-linked restricted stock compensation plans linked to short-term performance and medium-to long-term
corporate value, with a total amount of up to ¥300 million per year and a total of 30,000 shares of restricted stock, in order
to increase incentives for directors of the Company (excluding directors who are Audit and Supervisory Committee
members) to enhance their motivation to contribute to improving business performance and enhancing corporate value by
strengthening the linkage between directors' remuneration, etc. and the Valuence Group including the Company’s
performance and stock price of the Company, and sharing with shareholders not only the benefits of a rise in stock price,
but also the risks of a deterioration in business performance and a decline in stock prices.

Persons Eligible for Stock Options

Employees, directors of subsidiaries, employees ofsubsidiaries

Supplementary Explanation

The reason why employees of the Company, directors and employees of our subsidiaries are eligible for the award is tolink our performance with the interests of employees of the Company, directors and employees of our subsidiaries in order
to increase the motivation of the Valuence Group including the Company to contribute to the medium-to long-term
improvement of performance and enhancement of corporate value.

[Matters Related to Director Compensation]
Disclosure of Individual Director Compensation

The Company makes individual disclosure for some directors.

Supplementary Explanation
The total amount of compensation, etc. of directors for the fiscal year ended August 31, 2023 was ¥278 million, and thebreakdown by director category is as follows：
Remuneration for Directors (excluding audit and supervisory committee members and outside directors) was ¥225 million (4persons)
Remuneration for Audit committee member (excluding outside directors) was ¥12 million (1 person)
Remuneration for Outside directors was ¥41 million (6 persons)Any director whose total compensation is 100 million or more is listed in the Securities Report.

Policy for Determining Compensation Amountand Method of Calculation

Yes

Information Disclosure for Regarding Policy for Determining Compensation Amount and Method of Calculation
1. Policy for Determining Individual Compensation, etc., for Directors(1) Basic compensation
Basic compensation consists of fixed monetary compensation paid monthly as consideration for the execution of duties bydirectors. The amount is a prescribed amount based on the position of the director and his or her role and contributions.
(2) Short-term performance-linked compensation (share-based compensation)
Short-term performance-linked compensation consists of restricted stock compensation paid each year as consideration forthe director’s contribution to short-term earnings and the improvement of corporate value. In restricted stock compensation,
a number of shares equivalent to 25-40% of basic compensation is granted to the director in accordance with the position of
the director and his or her role and contributions. After the transfer restriction period of 1 year has passed, transfer
restrictions are lifted in accordance with the level of achievement of consolidated operating profit targets. If the level ofachievement is 70-100%, transfer restrictions are lifted on the equivalent proportion of the restricted stock, with theCompany acquiring any shares on which restrictions have not been lifted without consideration. Furthermore, if the level ofachievement is less than 70%, the Company will acquire all shares without consideration.
(3) Long-term performance-linked compensation (share-based compensation)
Long-term performance-linked compensation consists of restricted stock compensation paid each year to directors as
consideration for long-term earnings and the improvement of corporate value during their time in office. In restricted stockcompensation, a number of shares equivalent to 25% of basic compensation is granted as a flat percentage to directors,
regardless of their role. The transfer restriction period lasts until a director retires. Furthermore, if a director retires prior to
the day before the day when the first Ordinary General Meeting of Shareholders is held after the first day of the transfer
restriction period, the Company will acquire all applicable shares granted without consideration.
(4) Ratio of payment amounts by type of compensation, etc.
Based on the understanding that approaching management from a medium- to long-term perspective is important, when
determining the proportions of basic compensation and share-based compensation, the Company prioritizes the level andstability of basic compensation, while also considering the enhancement of earnings over the medium to long term andshareholders’ interests. Based on these factors, the Company sets the ratio of share-based compensation to basic
compensation for directors at around 20-40%, depending on their responsibilities.
2. Methods for determining the content of compensation, etc.
(1) Nomination and Compensation Committee
In order to improve fairness, transparency, and objectiveness of procedures relating to the compensation, etc. of directors
and to enhance corporate governance, the Company has established the Nomination and Compensation Committee, which
consists of 1 representative director, as well as independent outside directors for a majority of its members.
(2) Method of determining compensation
The board of directors determines the policy for determining the individual compensation, etc., of directors, after
deliberation by the Nomination and Compensation Committee. In addition, the board of directors determines the amountsof compensation for individual directors following deliberation by the Nomination and Compensation Committee andconsultation with the committee, based on the aforementioned policy and taking into consideration such factors as the
position of each director and his or her role and contribution. Furthermore, the compensation of directors who are membersof the Audit and Supervisory Committee is determined by discussion among directors who are members of the Audit andSupervisory Committee.

[Support System for Outside Directors]
With regard to the support system for outside directors, the Legal Division, which serves as the secretariat for the board of
directors, sends materials regarding board meetings in advance to all officers including outside directors who are membersof the Audit and Supervisory Committee, so that they can attend board meetings after understanding the specific details of
the agenda. In addition, supplementary explanations are given as needed.

2. Matters on Functions Related to Business Execution, Auditing and Supervision, Appointments, andRemuneration (Overview of Current Corporate Governance System)
1. Board of Directors
The Company’s board of directors is composed of 11 members: 7 directors who are not members of the Audit andSupervisory Committee, of which 4 are outside directors, and 4 directors who are members of the Audit and Supervisory
Committee, of which 3 are outside directors. Of the total, 6 directors are independent outside directors.
The board meets regularly once per month, as well as in special board meetings convened as necessary. The board
supervises business operations and makes important management decisions, including company policies and businessstrategy. Directors who are Audit and Supervisory Committee members attend all board of director meetings to audit thestate of business execution by the directors.
2. Audit and Supervisory Committee
The Company’s Audit and Supervisory Committee consists of 4 members, of which 3 are outside directors. In principle,
this committee meets once each month. In addition, the committee exchanges information and opinions with the financial
statement auditors and Internal Audit Office as necessary, working to substantially improve audits.

3. Executive Management Meeting
In order to speed up and improve the efficiency of business execution, the Company holds, in principle, 2 meetings of the
Executive Management Meeting each month. This meeting is comprised of representative director, directors designated by the
representative director and executive officers, etc. to formulate business strategies, check progress, and share issues between
departments. The executive management meeting functions effectively as an entity for directing and communicating importantbusiness matters, as well as in promoting a unified awareness organization-wide. The director who is a full-time member ofthe Audit and Supervisory Committee attends all meetings of the Executive Management Meeting, striving to grasp thesituations within the Company as well as risks.
4. Nomination and Compensation Committee
The Company has established the Nomination and Compensation Committee as an optional advisory body to the board of
directors. The Nomination and Compensation Committee consists of the representative director, and 3 outside directors to
improve fairness, transparency, and objectiveness of the procedures relating to the nomination and compensation, etc. of
directors and strive to enhance corporate governance.
5. Risk Management Committee
The Company has established the Risk Management Committee, chaired by the representative director. The Risk
Management Committee meets once per month in principle and collects and analyzes organization-wide compliance and risk
information and manages risks exhaustively and comprehensively.
6. ESG Promotion Committee
The Company has established the ESG Promotion Committee chaired by the director in charge of ESG promotion. ESG
Promotion Committee meets once per month in principle and discusses major policies and measures related to the promotionof ESG and reports on the planning and progress to the Board of Directors.
7. Internal Audits
The Company’s internal audits are carried out by the Internal Audit Office (comprised of 4 members), established as anindependent division directly reporting to the representative director, and internal audits on all areas of business are conductedbased on the internal audit plan formulated at the beginning of each fiscal year. As a section independent from the sections being
audited, the Internal Audit Office conducts activities that include checking on the state of compliance with internal rules, laws,
regulations, etc., based on the Internal Audit Rules, checking on the state of operation of internal control systems, andidentifying and reporting on matters related to efficiency, security, etc. Based on internal audit plans formulated at the start of
the fiscal year, it carries out internal audits of all Company businesses and reports the audit results in writing directly to theRepresentative Director. It instructs audited sections on making improvements based on the audit results and compels it to reporton the state of such improvements without delay following the audit, to ensure the efficacy of internal audits.
8. Evaluation of effectiveness of board of directors
The Company analyzes and evaluates the effectiveness of the board of directors as follows.
1) Method of evaluation
The secretariat of the board of directors created an effectiveness evaluation survey after obtaining the opinion of an outsideorganization, and sent it to all directors, who each provided answers.
An outside organization was commissioned to analyze the results of the survey and provide a report to the board of directors
together with a comparison of other companies. The secretariat for the board of directors also analyzed the results andconsidered proposals for measures to address issues, which were deliberated at a meeting of the board of directors.
2) Survey items
The major items covered in the survey were as follows.
1. Composition of the board of directors
2. Operation of the board of directors
3. Discussions at meetings of the board of directors
4. Monitoring functions of the board of directors
5. Performance of directors
6. Systems to support directors
7. Dialogue with shareholders (investors)
8. Directors’ own initiatives
9. General items
3) Survey results in relation to issues identified as a result of the previous fiscal year’s effectiveness evaluation
Regarding the issues identified in the previous fiscal year, the Nomination and Compensation Committee held ongoing
discussions regarding the composition of the Board of Directors in the future, and strengthened the system and auditing ofsubsidiaries to strengthen the monitoring of overseas subsidiaries. The results of the evaluations indicated that improvements
were necessary. In response to the increase in opportunities for on-site inspections and communication with employees, we haveworked to invigorate communication through buying offices and retail stores visits by directors and events such as the General
Meeting of Employees.

4) Results of evaluation this fiscal year and future initiatives
In the current fiscal year, as in the previous year, the composition of the Board of Directors and monitoring of overseas
subsidiaries were recognized as issues to be addressed. In addition, follow-up on the progress of the management plan and thetraining of the CEO and other successors were also identified as issues to be addressed. Through addressing the issues identified,we will strive to improve the effectiveness of the Board of Directors and strengthen the governance system.

3. Reasons for Selecting the Current System of Corporate GovernanceIn order to speed up decision making and improve the agility of the board of directors, and to further improve corporate
governance and enhance effectiveness through further strengthening of the monitoring system and supervisory function,
the Company has adopted the system of a company with an Audit and Supervisory Committee.

III. Measures for Shareholders and Other Stakeholders
1. Efforts to Boost Participation in General Shareholders’ Meetings and to Facilitate Exerciseof Voting Rights
Supplementary Explanation
Early Notification of General
Shareholder Meetings

The Company strives to close financial records quickly to facilitate
sending convocation notices as early as possible.

Scheduling Meetings to Avoid Peak
Meeting Day

The Company endeavors to avoid scheduling general shareholders’meetings during the peak meeting days in Japan.

Exercise of Voting Rights by
Electromagnetic Means
Participation in Electronic Voting
Platform and other measures to improvethe environment for Institutional
Investors to exercise voting rights
Provision of Convocation Notices(Summary) in English

The exercise of voting rights via the internet is possible.
The Company participate in an electronic voting platform, to improve theenvironment for domestic and overseas institutional investors to exercise
their voting rights.
The Company provides convocation notices in a narrow sense as well as
reference materials for the general meeting of shareholders in English.

2. Investor Relations Activities
Supplementary Explanation

Creation and Announcement ofDisclosure Policy
Regular Investor Briefings for
Individual Investors

Regular Investor Briefings forAnalysts and Institutional Investors

Regular Investor Briefings forOverseas Investor

Posting of IR Materials on Website

Establishment of Investor Relations
Department

The Company establishes a Disclosure Policy andannounce it on its website.
(https://www.valuence.inc/en/ir/management/policy/)
In principle, the Company aims to hold individual
investor briefings four times a year, and holds such
briefings on a regular basis.
Briefings on financial results and future businessstrategies for analysts and institutional investors by the
Representative Director or Director in charge of IR are
held every quarter after the announcement of financial
results. IR meetings with domestic and overseas
institutional investors are also held on a regular basis.
IR meetings with overseas institutional investors andanalysts are held regularly. Information that theCompany deems necessary to be disclosed in English(timely disclosure materials, press releases, financial
results presentation materials, transcripts of financial
results meetings, Q&A, corporate governance reports,etc.) is actively disclosed on the Company’s English
website.
Timely disclosure materials are posted on the
Company’s website immediately after disclosure. Past
disclosure materials are also posted on the IR page of its
website. In addition, the Company holds quarterly
financial results briefings for analysts and institutional
investors and discloses the materials of these briefings
on the Timely Disclosure network Service and posts
videos of the second quarter and full-year financial
results briefing on the Company's website(https://www.valuence.inc/ir/).
The Corporate Planning Division is in charge of investor
relations, with the Division Manager of the Corporate
Planning Division as the responsible party.

Explanation
from
Representative

Yes

Yes

Yes

3. Respecting the Position of Stakeholders
Supplementary Explanation
The Company strives to promptly provide information to all
stakeholders, including shareholders and investors, based on theprinciples of transparency, fairness and continuity. The Company's basic
policy is to disclose information in accordance with the Timely
Disclosure Rules stipulated by the Financial Instruments and Exchange
Law and the Tokyo Stock Exchange.
Stipulation of Internal Rules for
For information that is not subject to the Timely Disclosure Rules, theRespecting the Position of Stakeholders Company strives to disclose such information in a proactive and timely
manner as much as possible, if the Company deems it useful in gaining
an understanding of the Company. In addition, the Company endeavors
to enhance information disclosure in English by establishing its Englishlanguage corporate website and preparing English versions of notices ofgeneral meetings of shareholders, financial results presentation materials,
and important press releases.
Based on the recognition that sustainability is one of the most importantmanagement issues for the Company Group, it has established various
policies on sustainability initiatives based on its purpose, "Circular
Design for the Earth and the US," and are promoting company-wide
initiatives that contribute to sustainability. In September 2022, theCompany Group expressed its support for the TCFD (Task Force on
Climate-related Financial Disclosures) established by the Financial
Implementation of Environmental
Stability Board and is promoting disclosure based on TCFD
Preservation Activities, CSR Activities,
recommendations. The Company Group has also set greenhouse gas
etc.
emissions as an indicator of its efforts to address climate change and has
set a goal of achieving carbon neutrality throughout its value chain by the
Fiscal Year Ended August 31, 2030. The Company Group works tounderstand its current situation, including the calculation of greenhousegas emissions, considering specific measures to reduce its environmental
impact, and further enhancing its disclosure. Please visit our website for
information on sustainability. (https://www.valuence.inc/sustainability/)
In keeping with the Disclosure Policy published on the Company’s
website, the Company’s policy is to provide timely and appropriate
information actively to all stakeholders through financial documents,
Formulation of Guidelines forfinancial briefings, and other information published through its website.
Providing Information to Stakeholders
In handling inside information, the Company appropriately manages suchinformation in accordance with the Insider Trading Management Rules.

IV. Matters Related to Internal Control Systems
1. Basic Philosophy and Creation of Internal Control Systems
1. Systems for Ensuring the Execution of Duties by Company and Subsidiary Directors, Executive Officers, and Employees In
Compliance with Laws, Regulations, and Articles of Incorporation(1) The Company management philosophy is to fulfill the social responsibility to shareholders, customers, business
partners, local communities, employees, and all other stakeholders through achieving sustainable growth and ongoing
corporate value improvement. To this end, the Company has established Compliance Rules to ensure officers andemployees observe a strict compliance with laws, regulations, and the articles of incorporation. Further, the Internal Audit
Office conducts internal audits of the Company and subsidiaries. The Company strives to build stronger internal control
systems by improving the risk management structure, which includes an internal reporting system.
(2) The Company has established Compliance Regulations and Code of Conduct to ensure employees comply strictly withlaws, regulations, and the articles of incorporation. The Company also maintains a system for the ongoing improvement ofinternal control functions related to compliance.
(3) The Company has established Internal Reporting Regulations to provide a system for internal reporting related to any
acts discovered that are in violation of compliance. The Company has established an internal contact point, as well as athird-party agent (consulting attorney), to whom reports may be made.
2. Systems for the Storage and Management of Information Related to the Execution of Duties by Directors
The Company practices the appropriate storage and management of the proceedings of the general meeting of shareholders
and meetings of the board of directors, as well as important information and documents related to management and businessexecution in compliance with laws, regulations, the record management rules, the approval regulations, and other internal
rules and related manuals.
3. Rules and other Systems to Manage the Risk of Loss by the Company and its Subsidiaries(1) The Company has established the Risk Management Committee, chaired by the representative director, which makes
determinations on systems and policies for risk management and evaluates and, if necessary, improves risk management
structures within the Company group, including subsidiaries. The Company’s Legal Division serves as the risk management
division, controlling risk management activities and verifying/revising the Risk Management Rules.
(2) The Company shall establish an emergency response system, including a business continuity plan, to prepare against largescale disasters.
4. Systems to Ensure Company and Subsidiary Directors Execute Duties Efficiently(1) To ensure directors of the Company and its subsidiaries execute their duties efficiently, the Company has established theBoard of Directors Rules, which provides for the operation of the board of directors. Regular Board of Director meetings
are held once a month to make important decisions and oversee the status of business execution. Extraordinary board of
director meetings are also held when deemed necessary.
(2) By adopting an executive officer system, directors focus on management functions such as speeding up management andstrengthening the supervisory function to clarify responsibilities for execution through delegation of authority to executebusiness to executive officers.
(3) In accordance with the Board of Directors Rules, the board of directors that includes outside directors determines execution
policies for management, matters prescribed by laws and regulations, and other important management matters, and supervises
the status of business execution.
(4) In order to ensure fairness, transparency, and objectiveness in the decision-making process to determine nomination andcompensation, etc. of directors, etc. at the board of directors, as well as to strengthen accountability, the Company establishes anoptional Nomination and Compensation Committee comprised of multiple independent outside directors. The Nomination andCompensation Committee reports the results of its deliberation on the nomination and compensation, etc. of directors, etc. to theboard of directors.
(5) The board of directors shall use technology-based information systems for rapid and accurate access to business information.
5. Systems to Ensure Appropriate Business Management for the Corporate Group, Consisting of the Company and its
Subsidiaries(1) Based on compliance policies for the Company’s Group, etc., the Company provides direction and support tosubsidiaries regarding the development of systems for compliance with laws and regulations and other systems to ensure
appropriate business management.
(2) The Company dispatches directors and auditors to each subsidiary as necessary, as part of measures to enhance thesoundness and efficiency of management. The Company’s General Administration Division is responsible for overseeing
the business operations of affiliated companies. Subsidiaries report to the Company any matters requiring approval, as
provided for in the Affiliated Company Management Rules, provide regular reports on the progress of business operations,and share information related to business and risk management, while at the same time ensuring the appropriateness of
systems for the execution of business operations.
(3) In accordance with the Affiliated Company Management Rules, any important matters related to the business operationsof subsidiaries are deliberated at the Executive Management Meeting of the Company, and submitted as agenda items at
meetings of the board of directors.
(4) If the director responsible for administration identifies the danger of losses at a subsidiary, he or she immediately reports
the details of the risk, the amount of losses that would occur, the impact on the Company, and other matters to the board of

directors of the Company.
(5) The Internal Audit Office conducts regular audits of the Company and subsidiaries according to the Internal Audit
Rules.
6. Matters Related to Directors and Employees Requested to Assist the Audit and Supervisory Committee in the Executionof its Duties (“Assistants”); Matters Related to Directors Independence Who Supervise the Said Directors and Employees(Excluding Directors who are Audit and Supervisory Committee Members); Matters Related to Ensuring Practicability of
Instructions to Assistants As Per Directors and Employees Requirement.
(1) The Company does not have directors or employees assigned to assist members of the Audit and Supervisory Committee
in their duties. However, the Company may appoint or assign directors or employees when it is necessary.
(2) The appointment or transfer of directors or employees assisting members of the Audit and Supervisory Committee requires
approval by the Audit and Supervisory Committee.
(3) Directors and employees assigned to assist in the duties of the Audit and Supervisory Committee shall be considered asunder the authority of the committee, and directors (excluding directors who are members of the Audit and Supervisory
Committee) shall not have the authority to direct the said directors or employees. Evaluations of these directors or
employees shall reflect the opinions of Audit and Supervisory Committee members.
7. System for Directors (Excluding Directors who are Members of the Audit and Supervisory Committee) and Employees toReport to the Audit and Supervisory Committee, Other Systems Related to Reporting to the Audit and Supervisory Committee(1) Members of the Audit and Supervisory Committee attend meetings of the board of directors, as well as important
meetings such as those of the Executive Management Meeting, and receive reports related to matters of importance to theCompany, matters that may have a negative impact on the Company.
(2) Directors who are members of the Audit and Supervisory Committee shall receive reports as necessary from the Corporate
Planning Department and the Internal Audit Office.
(3) Directors and employees report important matters discussed at the board of director meetings and other important
meetings, the status of internal audits, and other important matters deemed necessary to the Audit and Supervisory
Committee.
(4) Directors and employees shall provide necessary reports and information promptly to the Audit and Supervisory Committee
upon request.
8. System for Directors, Members of Audit and Supervisory Committee, Employees of the Company Subsidiaries, andPersons Receiving Reports from Such Individuals to Report to the Audit and Supervisory Committee; Other Systems
Related to Reporting to the Audit and Supervisory Committee
Directors, members of Audit and Supervisory Committee and employees of the Company subsidiaries shall report promptly
to the Audit and Supervisory Committee upon discovery of important matters having a material impact on subsidiarymanagement or business performance or significant violations of laws, regulations, or articles of incorporation that may
cause significant damage to the Company.
Directors, members of Audit and Supervisory Committee and employees of the Company subsidiaries shall provide
necessary reports and information promptly to the Audit and Supervisory Committee upon request.
9. System to Ensure Individuals Reporting to the Audit and Supervisory Committee are not Subjected to Disadvantageous
Treatment
The Company’s Internal Reporting Rules provide those individuals who submit reports shall not be subjected to any mannerof disadvantageous treatment. This rule applies likewise to individuals who provide reports to the Audit and Supervisory
Committee as described in the paragraph above.
10. Policy on Matters Regarding Expense Prepayments, Redemptions, Other Expenses, or Disposition of Debt Resulting
from the Execution of Duties by Members of the Company’s Audit and Supervisory Committee
When a member of the Audit and Supervisory Committee requests that the Company prepays expenses, the Company shallpromptly pay such expenses or debt to the said member after a discussion with the relevant department, except where such
expenses or debt is proven unnecessary to the execution of duties by the Audit and Supervisory Committee.
11. Other Systems to Ensure Internal Audits by Members of the Audit and Supervisory Committee are Performed Effectively
Members of the Audit and Supervisory Committee hold regular conferences with the representative director to ensurecommunication and exchange opinions.
Further, members of the Audit and Supervisory Committee share information and exchange opinions with financial
statement auditors and the Internal Audit Office as necessary for ongoing substantive improvements in audits.
12. Systems to Ensure Reliability of Financial Reporting
The Company recognizes the close interconnection among the 4 objectives of internal control system from the standpoint offinancial reporting reliability: operational effectiveness and efficiency, financial reporting reliability, compliance with laws andregulations related to business activities, and asset maintenance. Accordingly, company management works to establish,
evaluate, and continuously improve internal controls related to financial reporting through enacting internal control systems andreporting of overall audits by internal auditors, etc.

2. Philosophy and Systems for Dealing with Anti-Social Forces
The Company rejects and eliminates relationships with anti-social forces and their organizations that may threaten social
order and safety. Further, directors and employees constantly remain vigilant of anti-social forces. The Company
establishes a system whereby the total organization can promptly handle situations in keeping with the Rules for Response
to Anti-Social Forces and the Manual for Response to Anti-Social Forces when a case arises.

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

None

Supplementary Explanation

The Company has determined in its Basic Policy on Corporate Governance that it will not introduce anti-takeover measures. If
the Company plans to introduce anti-takeover measures in future, the board of directors and the Audit and Supervisory
Committee will thoroughly analyze the necessity and reasonableness of the introduction and operation of any such measures,
ensure the appropriate procedures are followed, and provide sufficient explanation to shareholders, from the perspective offulfilling their fiduciary responsibilities to shareholders, to ensure that such measures would not be intended to protect theinterests of management and the board of directors.

2. Other Matters Related to Corporate Governance
The Company's diagrams of corporate governance structure, skill matrix of the Company’s directors, and timely disclosureadministrative procedures are attached for reference.
[Corporate Governance Structure]

[Expertise and Experience of the Company’s Directors (Skill Matrix)]◆：Refers to areas (up to 3 items) that the Company particularly expects.

[Overview of Timely Disclosure Administrative Procedures];